Document MoozRRz074MbGMe70nJEypjj

WFM 6216A 9/15/83 September 16, 1983 Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma 74135 Gentlemen: Reference is hereby made to a certain Distributor Agreement dated as of December 1, 1982 (the "Distributor Agreement") by and between Union Carbide Corporation ("Union Carbide") and Montello, Inc. ("Montello"), and to a certain Indemnification Agreement dated May 6, 1982 (the "Indemnification Agreement") by and between Montello and Union Carbide, which Indemnification Agreement is attached to the Distributor Agreement as Exhibit b` and is incorporated as a part of the Distributor Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Distributor Agreement. Montello has requested that the Distributor Agreement be amended to permit Montello to engage as its agent Ashland Chemicals Company, a corporation organized and validly existing under the laws of the State of Kentucky and acting through its Oil Field Products Group ("Ashland"), for the purpose of performing certain of Montello's duties and obligations under the Distributor Agreement with respect to "UNIVIS" and "SUPERVISBESTOS (CVS)" Products identified on Exhibit B to the Distributor Agreement, as such exhibit shall be from time-to-time amended by Union Carbide pursuant to Article 1 of the Distributor Agreement (the "Goods"). The terms and conditions of such amendment are set forth in this letter. 1. Ashland, as agent for Montello under the Distributor Agreement, may perform Montello's warehousing and sales obligations under the Distributor Agreement; provided, however, that (a) such activities may be performed only with respect to the Goods and not any other Products, (b) Ashland may not perform such activities outside the United States of America nor may it directly or indirectly sell Goods outside the United States of America or for 50002 export from the United States of America, (c) Ashland may not change, process or repackage the Goods in any way, and (d) Ashland shall promptly refer to Montello and/or Union Carbide all inquiries and questions which it receives concerning health, toxicology or regulatory matters relating to the Goods. 2. For purposes of Article 2(b) of the Distributor Agreement, warehouses maintained by Ashland for the Goods pursuant to its agency arrangement with Montello shall be deemed to be warehouses of Distributor. . 3. Except as otherwise set forth herein, Montello may not assign, subcontract, delegate or otherwise transfer any interest in the Distributor Agreement without the prior written consent of Union Carbide nor may Montello permit Ashland to delegate in whole, or in part, any or all of its agency obligations with respect to the Goods, or any of its rights or privileges under the Indemnification Agreement. 4. Except as otherwise set forth in the letter agreement, the terms and provisions of the Distributor Agreement (including without limitation the Indemnification Agreement) are hereby ratified and confirmed. If the foregoing accurately sets forth the agreement between Union Carbide and Montello, please indicate Montello1s acceptance and agreement by signing this letter in the space provided below. Upon Union Carbide's receipt of such countersigned copy, this letter shall become a valid and binding amendment to the .Distributor Agreement. ACCEPTED AND AGREED THIS ____ day of , 1983: Sincerely yours, MONTELLO, INC. UNION CARBIDE CORPORATION Metals Division By ___________________________________ By Title _____________________President, Metals Division 50003 2 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 2, 1983 Mr. William F. McClure, Jr. Union Carbide Corporation Law Department Old Ridgebury Road Danbury, Connecticut 06817 Dear Bill: We have signed and enclosed the amendment to our Distributor Agreement with Union Carbide for your files. We have also forwarded both duplicate ori ginals of the Indemnification Agreement to Ashland Chemical, with instructions to sign and return one copy directly to you. Many thanks for your help and personal attention throughout the negotiations. We believe the new arrangement will definitely improve our penetra tion of the drilling industry market for Union Carbide's products. : Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. (1) 50004 UNION CARBIDE CORPORATION DISTRIBUTOR AGREEMENT This AGREEMENT, made as of the 1st day of December, 1982, between UNION CARBIDE CORPORATION, a New Yorx corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter called "Union Carbide"), and MONTELLO, INC., 6106 East 32nd Place, Tulsa, Oklahoma 74135 (hereinafter called "Distributor"); 1. DISTRIBUTORSHIP Union Carbide hereby appoints Distributor for the resale of those "CALIDRIA" asbestos products listed in Exhibit A attached hereto and made a part hereof (hereafter called "Products"). Union Carbide shall have the right at any time to make additions, deletions or modifications to the Exhibit A, set forth herein by giving Distributor thirty (30) days prior written notice of each such revision. 2. SHIPMENTS. (a) Union Carbide agrees to sell and Distributor agrees to buy for resale and shipment to Distributor's stocks, or Distributor's customers, carload or Truckload quantities upon the terms and conditions herein set forth. (b) Distributor agrees to maintain in its own warehouses such quantities as Distributor shall need to permit satisfactory service of customers. 50005 agreements between the parties hereto with respect to the subject matter covered herein, but shall not act as a modification or impairment of any rights concerning the subject matter of this Agreement which Ashland has under the law whether statutory or otherwise. No modification of this Agreement or waiver of the terms and conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party. UNION CARBIDE CORPORATION, Metals Division ASHLAND CHEMICAL COMPANY, Oil Fields Product Group By: __________________________________ By: 5 50058 UNION CARBIDE CORPORATION old ridgebury road, danbury, ct. obsi7 LAW DEPARTMENT January 4, 1985 Kenneth N. Campbell, President Montello, Inc. 6106 East 32nd Place Tulsa, OK 74135 Dear Mr. Campbell: In accordance with the instructions in your December 10, 1984 letter, enclosed herewith is a copy of page 1 of the April 1, 1984 indemnification agreement which has been approved and initialled on behalf of Union Carbide Corporation. We send our best wishes for the new year. Sincerely yours, William F. McClure, Jr. WFMc/jef Enclosure 50059 -*-- (City, State, and ZIP Coda) RETURN RECEIPT n 13811, July 1982 o CD O o in i items 1, 2, 3, and 4. i rfur-address in the "RETURN TO" ^ i rajfgrse. _____ \ (CONSULT FEES) 1. The totowtng TT^tt 2. RESTRICTED kOUMry U ew mbm itctipt fit.) TOTAi f6fl--- Mcci ure, Jr. ^WTO^Cffbide Corporation Old Ridgebury Rd, Danbury, CT06 4. TYPE OF SERVICE registered Q&ertifib) ARTICLE NUMBER INSURED Dcod P672 479 985 express MAIL (Always obtain signature af addressee ar agaet) I hen received the article described above. SIGNATURE, addressee Authorized agent AQPOriseasTsees V / -7 C'rX h~r 50061 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 10, 1984 Mr. William F. McClure, Jr. Union Carbide Corporation Law Department Old Ridgebury Road Danbury, Connecticut 06817 Dear Bill: Spoke to Jack Walsh earlier today, after his talk with you. We have made the two "page one" corrections to the April 1, 1984 hold harmless and in demnification Agreement. Enclosed is your fully executed original, including my initials at the two changes on page 1. Also enclosed is page one from our copy of the Agreement, with my initials at the changes. Please get initials from the appropriate person at Ucar, and return this page to me so our copy will be complete. We have spoken to Mr. Jayne with Ashland today. Their form of the Agreement is a bit different from ours, so we had him read the "whereas" paragraphs to us. They sounded OK. We suggested he have the document executed and send it directly to your attention without change. Thanks for your help. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/ca ` Enc. (2) 50062 AGREEMENT THIS AGREEMENT, dated as of April 1, 1984, by and between MONTELLO INC., a corporation having an office at 6106 East 32nd Place, T% ulsa, Oklahoma 74135 ("Montello"), and UNION CARBIDE CORPORATION, a New York corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 ("Union Carbide"). WITNESSETH: WHEREAS, as of April 1, 1984 all the asbestos business of Union Carbide Corporation ("Union Carbide") was assigned and transferred to Calidria Corporation, a Delaware corporation ("Calidria"); WHEREAS, as a result of such assignment that certain Distributor Agreement between Union Carbide and Montello dated as of December 1, 1982 and amended November 7, 1983 (the "Distributor Agreement") has been assigned by Union Carbide to Calidria; * WHEREAS, as a result of such assignment Montello serves as a distributor for certain Calidria asbestos products pursuant to the Distributor Agreement; WHEREAS, that certain Agreement dated May 6, 1982 which is annexed as Exhibit B to the Distributor Agreement is of no force or effect with respect to Calidria asbestos products and, as a result, Montello has requested that Union Carbide hold harmless and indemnify Montello from and against any claims which may be asserted against Montello for injuries allegedly suffered by subsequent purchasers or users of Calidria asbestos products; 500R3 10/14/70 FJM Draft AGREEMENT made this day of , 1970 between UNION CARBIDE CORPORATION (hereinafter called "UNION CARBIDE"), a corporation organized and existing under the laws of the State of New York, acting by its Mining & Metals Division, having an office at 270 Park Avenue, New York, New York 10017, and MONTELLO CORPORATION, (hereinafter called 'MONTELLO"), a corporation of , having an office at WITNESSETH: WHEREAS, UNION CARBIDE possesses extensive technical information and know-how pertaining to the production and devel opment of asbestos products useful as drilling mud constituents. WHEREAS MONTELLO is engaged in the development of asbestos-containing drilling muds. NOW, THEREFORE, in consideration of the premises and ... S the mutual agreements hereinafter contained, the parties hereto do hereby agree as follows: 1. During the term of this Agreement (i) UNION CARBIDE shall disclose to MONTELLO by way of regular written reports all technical information developed during the term of this Agreement which, in the opinion of UNION CARBIDE, 500R4 is important to the development of asbestos pro ----------- -- ducts useful as drilling mud constituents (ii) MONTELLO shall disclose to UNION CARBIDE by way of regular written reports all technical infor' mation developed during the term of this Agreement which, in the opinion of MONTELLO, is important to the development of asbestos-containing drilling muds. 2. All inventions made by UNION CARBIDE during the term of this Agreement relating to asbestos products useful as drilling mud constituents shall be the property of UNION CARBIDE provided however that MONTELLO shall have a non-exclusive, world wide license under any patents covering such inventions to use the same in its own business operations. Any such license shall be royalty-free during the term of this Agreement and shall be at a mutually agreeable reasonable rate thereafter. MONTELLO shall also have the right to grant sub-licenses at reasonable royalties under any patents covering such inventions and fifty per cent (50%) of any such royalties shall be remitted to UNION CARBIDE. If UNION CARBIDE decides not to file patent applications on any such inventions as described in this Article then MONTELLO shall have the right to file such patent applications at its own expense on behalf of UNION CARBIDE. 500R5 -2- 3. All inventions made by MONTELLO during the term of this Agreement relating to asbestos-containing drilling muds shall be the property of MONTELLO provided however that UNION CARBIDE (and its subsidiaries) shall have a non-exclusive world wide license under any patents covering such inventions to use the same in its own business operations. Any such license shall be royalty-free during the term of this Agreement and shall be at a mutually agreeable reasonable rate thereafter. UNION CARBIDE shall also have the right to grant sublicenses at reasonable royalties under any patents covering such inventions and fifty per cent (50%) of any such royalties shall be remitted to MONTELLO. If MONTELLO decides not to file patent applications on any . such inventions as described in this Article*' then UNION CARBIDE shall have the right to file such patent applications at its own expense on behalf of MONTELLO. A j/H'"V H "Subsidiary'1 of a as used herein shall mean any business organization more than Fifty Percent (50%) of whose . /////^A- As, - voting stock is owned by S5fiaPpErty. 4. Except to the extent necessary for the filing and prosecution of patent applications each party will keep con fidential within its own organization all technical information received in writing from the other party for a period of ten (10) years from the receipt of such technical information except -3- 50OB6 (c) shafts (mine, foundations^ and for use In other related fluid applications such as packer fluids and work-over fluids. 2. Seller agrees to sell and Distributor agrees to buy for resale, upon the terms and conditions herein set forth. Products in such quantities as Distributor shall need in its business as a distributor of Products; provided, that Seller shall not be obligated to supply in excess of 150$ of the minimum purchase requirements specified in Paragraph 5(b)(1). Distributor may purchase its requirements in excess of these amounts from other suppliers to the extent Seller is unable to supply them. Dis tributor shall exercise its best efforts to develop the market for the Products and to resell as large a quantity of the Products as possible. 3. (a) The purchase prices for the Products sold hereunder and the terms of delivery shall be as set forth in Schedule A attached hereto and made a part hereof. Seller may increase the purchase prices by no more than 10$ in the first quarter of each calendar year by giving at least sixty (60) days' prior written notice; provided, however, that Distributor may refuse to accept the revised purchase price by giving notice to Seller thirty (30) days before the revised purchase prices are to take effect, and this Agreement shall immediately terminate. Seller agrees to deliver to Distributor within three (3) months after said termi nation, up to one million ( 1,000,000 ) pounds of the Products at the price prevailing on the date of such termination. 500R9 -2 (b) In addition to the purchase price. Distributor shall pay to Seller the amount of all taxes, excises or other governmental charges that Seller may be required to pay on the sale or transportation of any Product sold and delivered here under, except where the law otherwise provides. 4. (a) Terms of payment shall be in the discretion of Seller; provided, however, that the terms shall be no less than net thirty (30) days from date of invoice, billed upon delivery at the designated P.O.B. point. (b) Seller reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the foregoing, all deliveries hereunder are subject to the conditions that all indebtedness of Distributor to Seller due before the date of shipment shall first be paid. 5. (a) The term of this Agreement shall be deemed to have commenced on January 1, 1970 and shall continue until December 31, 1972, and thereafter, unless terminated at any time by either party on at least six (6) months' prior written notice. (b) The provisions of Paragraph 5(a) above notwith standing, Seller may terminate this Agreement at any time on at least three (3) months' prior written notice if: (i) Distributor fails to purchase the Products for resale in the following quantities: -3- 50070 when, after, and to the extent that such information becomes generally available to the public or was known to the party receiving the disclosure prior to the receipt thereof from the other party. 5. This agreement will commence upon execution hereof and shall terminate on December 31, 1972. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. MONTELLO CORPORATION UNION CARBIDE CORPORATION Acting by its Mining Metals Division By Title By Vice President 500R7 whatever investigation and defense of the matter Calidrla deems to (/oar " idria will defend at its expense any and all /< jontello which are covered by this Agreement, whether fi /&Vpart^o the action. Ca^cfri'a" shall have the Jgj sole right to defend or settle such action with attorneys of its own choosing. l/c#r 4. In the event that facts are disclosed to Calidria which in the reasonably exercised opinion of Ca^i^rla would justify the imposition of liability upon Montello independent of any liability atid hr I />/ t on the part of Calidriaa#J Salidria will notify Montello of its position that Montello may be separately liable, and Montello shall ' defend the suit on its behalf.` Both parties specifically agree that they will use their best efforts to resolve any differences of opinion in this question of independent liability so as to minimize *> the cost of defense of claims. In the event that Montello fails to cooperate in the investigation or defense of any actual orthreatened legal action or claim covered by this Agreement, Ge^i^riaa may terminate its defense and indemnification of Montello upon twenty (20) days written notice. 5. It shall be a sufficient giving of any notice or other communication required hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the party shall have heretofore in writing designated. The date 50038 3 of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts, 6. Calidria shall have the unilateral right to terminate this Agreement for any reason which it deems to be sufficient upon ninety / / Vf/S. (90) days written notice with respect to the sale of any of its products after such termination. 7. the indemnity provided by Ctrlid-ria to Montello hereby t4M&ffi4naes, s.a*d- terminzrtion wi-t-l-be^ without prejudice to the rights of the parties to seek, by way of cross-compliant or subsequent action, equitable contribution, equitable indemnity, comparative indemnity and/or contractual indemnity each against the other for any claims asserted by subsequent purchasers or users of Calidria asbestos products. 8. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York applicable to agreements to be performed entirely within such State. 9. This Agreement contains all the representations and agreements between the parties hereto with respect to the subject matter covered herein, but shall not act as a modification or impairment of any rights concerning the subject matter of this Agreement which Montello has under the law whether statutory or otherwise. No modification of this Agreement or waiver of the terms 4 50039 and conditions hereof shall be binding upon either party unless approved in writing by an authorized representative of such party. MONTELLO, INC. By_______________ & 50040 5 UNION CARBIDE CORPORATION OLD RIDGEBURY ROAD, DANBURY, CT. 0B817 August 31, 1984 Montello, Inc. 6106 East 32nd Street Tulsa, Oklahoma 74315 Attn: Mr. Kenneth N. Campbell, President Dear Mr. Campbell: In connection with a worldwide restructuring of its metals and Asbestos businesses, Union Carbide Corporation has assigned its Asbestos business to its subsidiary, Calidria Corporation, effective as of April 1, 1984. Included among the assets so assigned was your firm's December 1, 1983 Dis tributor Agreement with Union Carbide Corporation. We would appreciate Montello, Inc.'s formally evidencing its consent to such assignment by countersigning and returning a copy of this letter. As a result of this restructuring Union* Carbide Corp oration no longer produces asbestos. However, in order to avoid any ambiguity as to the status of the May 6, 1982 Agreement pursuant to which Union Carbide agreed to indemnify Montello, Inc. against certain liabilities arising in connection with the sale of Union Carbide asbestos products, Union Carbide hereby formally terminates that Agreement in accordance with numbered paragraph 6 thereof. Sincerely yours, UNION CARBIDE CORPORATION Executive Vice President The undersigned hereby consents to the above described assignment: MONTELLO, INC. By_________ ; President 50041 AGREEMENT THIS AGREEMENT, dated as of April 1, 1984, by and between Montello Inc., a corporation having an office at 6106 East 32rd Place, Tulsa, Oklahoma 74135 (''Montello"), and CALIDRIA CORPORATION, a Delaware corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 ("Calidria"). WITNESSETH: WHEREAS, as of April 1, 1984 all the asbestos business of Union Carbide Corporation ("Union Carbide") has been assigned and transferred to Calidria; WHEREAS, as a result of such assignment, that certain Distributor Agreement between Union Carbide and Montello dated as of December 1, 1982 and amended November 7, 1983 (the "Distributor Agreement") has been assigned by Union Carbide to Calidria; t' WHEREAS, as a result of such assignment Montello serves as a distributor for certain Calidria asbestos products pursuant to the Distributor Agreement; WHEREAS that certain Agreement dated May 6, 1982 which is annexed as Exhibit B to the Distributor Agreement is of no force or effect with respect to Calidria asbestos products and as a result Montello has requested that Calidria hold harmless and indemnify Montello from and against any claims which may be asserted against Montello for injuries allegedly suffered by subsequent purchasers or users of Calidria asbestos products; 50042 NOW, THEREFORE, in consideration of the foregoing premises and the provisions hereinafter set forth, it is hereby agreed: 1. By making this Agreement and performing its terms, neither Montello nor Calidria is conceding that it has breached any duty or committed any act which would render it liable to a third party. 2. Calidria shall hold harmless and indemnify Montello from and against any liability based upon exposure to asbestos which Montello may incur to the extent such liability arises out of the resale by Montello of Calidria asbestos products as packaged by Calidria; provided, however, such indemnification obligation shall not apply if Montello has changed, processed or re-packaged such resold products in any way, nor acted in a negligent manner in the course of handling and reselling Calidria asbestos products and provided further that Montello has complied with all reasonable actions recommended from time to time by Calidria for the purpose of informing subsequent purchasers and users of Calidria asbestos products as to the safe use and handling of such products. It is agreed that Montello's responsibility to inform is limited to taking reasonable steps to see that the information reaches the user. 3. Montello shall give Calidria prompt notice of any actual or threatened legal action or claim of which Montello has notice and which would be covered by this Agreement. In addition, Montello shall cooperate in all respects with Calidria in the defense of any such action and shall supply such information and make available such witnesses as may be required to permit Calidria to undertake 2 whatever investigation and defense of the matter Calidria deems to be necessary. Calidria will defend at its expense any and all claims against Montello which are covered by this Agreement, whether or not Calidria is a party to the action. Calidria shall have the sole right to defend or settle such action with attorneys of its own choosing. A. In the event that facts are disclosed to Calidria which in the reasonably exercised opinion of Calidria would justify the imposition of liability upon Montello independent of any liability on the part of Calidria, Calidria will notify Montello of its position that Montello may be separately liable, and Montello shall defend the suit on its behalf. Both parties specifically agree that they will use their best efforts to resolve any differences of opinion in this question of independent liability so as to minimize the cost of defense of claims. In the event that'Montello fails to cooperate in the investigation or defense of any actual or threatened legal action or claim covered by this Agreement, Calidria may terminate its defense and indemnification of Montello upon twenty (20) days written notice. 5. It shall be a sufficient giving of any notice or other communication required hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the party shall have heretofore in writing designated. The date 50044 3 of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. 6. Calidria shall have the unilateral right to terminate this Agreement for any reason which it deems to be sufficient upon ninety (90) days written notice with respect to the sale of any of its products after such termination. 7. In the event that the indemnity provided by Calidria to Montello hereby terminates, said termination will be without prejudice to the rights of the parties to seek, by way of cross-compliant or subsequent action, equitable contribution, equitable indemnity, comparative indemnity and/or contractual indemnity each against the other for any claims asserted by subsequent purchasers or users of Calidria asbestos products. 8. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York applicable to agreements to be performed entirely within such State. 9. This Agreement contains all the representations and agreements between the parties hereto with respect to the subject matter covered herein, but shall not act as a modification or impairment of any rights concerning the subject matter of this Agreement which Montello has under the law whether statutory or otherwise. No modification of this Agreement or waiver of the terms 4 50045 and conditions hereof shall be binding upon either party unless approved in writing by an authorized representative of such party. CALIDRIA CORPORATION MONTELLO, INC. W. C. Thurber, Vice-President By & 5 500^6 CaMfla 17 EXECUTIVE PARK DRIVE ATLANTA. GEORGIA 30329 CORPORATION 50047 FIRST CLASS Calidiia 17 executive park drive-Atlanta, sa 30329 CORPORATION CERTIFIED P 517 365 05SH MAIL Mtl. Ktnntth N. Campb&ZZ, M0NTELL0, INC. 6106 EaAt 32 StHttt TuZ-ia, OK 743 1 5 CERTIFIED MAIL-RETURN RECEIPT REQUESTED RETURN REQUESTED cz g LT |S*o Lf c 0* LT 8 POOS 'Q/~y'S *7 y4^ &Z) ^ -/ ,-yC ^ 3 yfi'f* ya ^ /V/ >^y fV^._y /3Y > /K? '**ftffr: JW W'ys// *013/9**'') (V ^ __ '/>7 -^y ss-s)* S j pyj-S yy i? Q'yi "5 S JJV iy'-*-'///?// --id>yy& i ',tyy /#-*/; 0<c/y^/ ^o> X Q^yy^. Uj-y/j - **' 5/ W ? ,'y>.#// <t J Q *y*/* yJtSA-y P?? yih^ S yvf - 'M?yCr} yfi 7 // & v<yj <*?"//y j?/ ^''*/>.at> /oyy^ a^it .yyj^J-^yy _ zy (? yy y ^ ^z yo^/ ^ufijfh ^ >yi yz y&j`*yy'f?y> '^>( _ ' (}(} ( w<// w *H *% _ y jj \0(% JjJvjZ Z4?/z - 0U+ agreement WFM 0409J 9/15/83 jTHIS AGREEMENT, dated September __ , 1983, by and between ASHLAND CHEMICALS COMPANY a Kentucky corporation having an office at * . ("Ashland"), and UNION CARBIDE CORPORATION Metals Division, a New York corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 ("Union Carbide"). WITNESSETH: WHEREAS, Montello, Inc., an Oklahoma corporation ("Montello"), acts as a distributor of various Union Carbide asbestos products and has engaged Ashland as its agent in performing such distribution activities; WHEREAS, Montello and Ashland resells Union Carbide asbestos * products without changing, processing or re-packaging such products in any way; and WHEREAS, Ashland has requested that Union Carbide hold harmless and indemnify Ashland from and against any claims which may be asserted against Ashland for injuries allegedly suffered by subsequent purchasers or users of Union Carbide asbestos products; NOW, THEREFORE, in consideration of the foregoing premises and the provisions hereinafter set forth, it is hereby agreed: l.v By making this Agreement and performing its terms, neither Ashland nor Union Carbide is conceding that it has breached any duty or committed any act which would render it liable to a third party; 50049 2. Union Carbide shall hold harmless' and indemnify Ashland from and against any liability arising out of the resale of Union m4 i Carbide asbestos products as packaged by Union Carbide, provided that Ashland shall not have changed, processed or re-packaged such products in any way nor participated in the distribution of any Union Carbide asbestos products which have been changed, processed or re-packaged by others (including, without limitation, by Montello) nor acted in a negligent manner in the course of handling and reselling Union Carbide asbestos products and provided further that Ashland shall have complied with all reasonable actions recommended by Union Carbide and/or Montello from time to time for the purpose of informing subsequent purchasers and users of Union Carbide asbestos products as to the safe use and handling of such products. It is agreed that Ashland's responsibility to inform is limited to taking reasonable steps to see that the information reaches the user. Notwithstanding any other provision of the Agreement, Union Carbide shall have no obligation hereunder with respect to resales of Union Carbide products outside the United States of America or for export from the United States of America. 3. Ashland shall give Union Carbide prompt notice of any actual or threatened legal action or claim of which Ashland has notice and which would be covered by this Agreement. In addition, Ashland shall cooperate in all respects with Union Carbide in the defense of any such action and shall supply such information and nake available such witnesses as may be required to permit Union ?arbide to undertake whatever investigation and defense of the 50050 2 matter Union Carbide deems to be necessary. To. (h r n /'A'*' ^ &>l<t M^C/^re cttr 0 Union Carbidief~~wil'fl'r f crtf'/ - defend at its expense any and all claims against Ashland arising out of the resale of Union Carbide asbestos products as packaged by - Union-Carbide# whether or not Union Carbide is a party to the action. Union Carbide shall have the sole right to defend or settle such action with attorneys of it$ own choosing. 4. In the event that -facts axe -disclosed to Union Carbide which in the re-aoonably exeroioed- opinion *of Union Carbide-would P*-etv#C*Vs uu C<JVvS C rN*t U^ltS^s Ca.'T ^91 ' I I III j lll^ll IL[ I l^1-! f-.n ri"J lljlllllily nrpw............. ~ J ^ H -1 in- nf any . liability rn thr |rnr1 "r '"T1".... . III I 1 , Union Carbide will notify Ashland of its position that Ashland may be separately liable# and Ashland shall defend the suit on its behalf. Both parties specifically agree that they will use their best efforts to resolve any differences of opinion in this question of independent liability so as to minimize the cost of defense of claims. In the event that Ashland fails to cooperate in the investigation- or defense of any actual or threatened legal action or claim covered by this Agreement# Union Carbide may terminate its defense and indemnification of Ashland upon twenty (20) days written notice. 5. It shall be a sufficient giving of any notice or other communication required hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope# postage prepaid# properly addressed to the other party at the address hereinabove set forth-or at such other address as the party shall have heretofore in writing designated. Hie date 50051 3 of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be jarima facie evidehce of these facts. . 6. Un-ion Carbide shall have the unilateral right to terminate this Agreement fbr any reason which it deems to be sufficient upon ninety (90) days written notice with respect to the sale of any of its products after such termination. Upon the expiration or termination of the agency arrangement between Montello and Ashland for the distribution of Union Carbide asbestos products, this Agreement shall terminate with respect to liabilities arising out of any resale of Uhion Carbide asbestos products thereafter occurring. 7. In the event that the indemnity provided by Union Carbide to Ashland hereby terminates, said termination will be without prejudice to the rights of the parties to seek, by way of cross-complaint or subsequent action, equitable contribution, equitable indemnity, comparative indemnity and/or contractual indemnity each against the other for any claims asserted by subsequent purchasers or users of Union Carbide asbestos products or by Montello. 8. The validity, interpretation and performance of the Agreement shall be governed by the laws of the State of New York applicable to agreements to be performed entirely within such state. 9. This Agreement contains all of the representations and 4 50052 agreements between the parties hereto with respect to the subject matter covered herein, but shall not act as a modification or impairment of any rights concerning the subject matter of this Agreement which Ashland has under the law whether statutory or otherwise. No modification of this Agreement or waiver of the terms and conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party. UNION CARBIDE CORPORATION Metals Division ASHLAND CHEMICAL COMPANY, Oil Fields Product Group By By 50053 5 t AGREEMENT WFM 0409J 9/15/83 THIS AGREEMENT, dated September __ , 1983, by and between ASHLAND CHEMICALS COMPANY a Kentucky corporation having an office at ; ("Ashland"), and UNION CARBIDE CORPORATION Metals Division, a New York corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 ("Union Carbide"). WITNESSETH: WHEREAS, Montello, Inc., an Oklahoma corporation ("Montello"), acts as a distributor of various Union Carbide asbestos products and has engaged Ashland as its agent in performing such distribution activities; WHEREAS, Montello and Ashland resells Union Carbide asbestos r products without changing, processing or re-packaging such products in any way; and WHEREAS, Ashland has requested that Union Carbide hold harmless and indemnify Ashland from and against any claims which may be asserted against Ashland for injuries allegedly suffered by subsequent purchasers or users of Union Carbide asbestos products; NOW, THEREFORE, in consideration of the foregoing premises and the provisions hereinafter set forth, it is hereby agreed: 1.* By making this Agreement and performing its terms, neither Ashland nor Union Carbide is conceding that it has breached any duty or committed any act which would render it liable to a third party; 50054 tions), inability to obtain material, equipment or transporta tion and any other similar or different occurrence. If, due to any such occurrence. Seller is unable to supply the total demand for the Products, Seller shall have the right to allocate its available supply among any or all purchasers as well as depart ments, divisions and subsidiaries of Seller. In no event shall Seller be obligated to purchase Products from others in order to enable it to deliver Products to Distributor hereunder. 15. This Agreement contains all of the representations and agreements betv^een the parties hereto. Any assignment of this Agreement by either party without prior written consent of the other party shall be void. No modification of this Agreement or waiver of the terms and conditions thereof shall be binding upon either party unless approved in writing by an authorized repre sentative of such party, or shall be effected by the acknowledgment or acceptance of purchase order forms or releases containing other or different terms or conditions whether or not signed by an authorized representative of such party. 16. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York. 17. It shall be a sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as -8 - 50029 the other party shall have heretofore in writing designated. The date of giving any such notice or other communication shall be the date on which such envelope was deposited as above pro vided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. UNION CARBIDE CORPORATION By _____________________________ Title _________________________ MONTELLO, INC. By_____________________________ Title 50030 GEG 10/12/70 T *8 P Q :1 l UNITED STATES POSTAL SERVICE OFFICIAL BUSINESS SENDER INSTRUCTIONS - SMwra1n,,t. m>I.VmUMii NSOnimipmtM.Mnt. MM to tart if amt I sum prate, Mate site to tack toMM. Mini vteto "llitors Rmtpt (to^auM" PENALTY FOR PRIVATE USE, 1300 RETURN TO Montello, Inc. (Nam* of Sander) 6106 E. 32nd Place -- (Street or P.O. Box) Tulsa, OK 74135 (City, State, and ZIP Code) 50031 l Calidfla 17 EXECUTIVE PARK DRIVE ATLANTA. GEORGIA 30329 CORPORATION `Xv A^jA A ^'er '/jjii'iPOSM Ii N. 0V13'84 /yYM/*'S. yoi*S"lii l 89 : n* MC rSTj 50032 QUMM CHECK R fl 37 8.2 HOU ist Nona wowna reimn FIRST CLASS MR. KEN CAMPBELL M0NTELL0, INC. 6106 Ecut 32 Place. Tulia, Oklahoma . REGISTERED MAIL CERTIFIED P517 365 068 mmmmmmmmmmmmmmm 17 executive park drive Atlanta, Georgia 30329 (404) 321-6600 Ext. 340 CORPORATION REGISTERED MAIL November 13, 1984 Mr. Ken Campbell MONTELLO 6106 East 32 Vlace Tulsa, Oklahoma 74063 Dear Ken: The enclosed indemnification agreement It, being t>ent to you at, a replacement for the earlier Indemnification agreement sent to you at, attached to my letter dated September 25, 1 9 84 between Montello and CAL1DRIA Corporation. The new Indemnifi cation agreement it, an offer by Union Carbide Corporation to enter Into an Indemnification agreement with Montello, Inc. and can only be accepted, If you t>o choot>e, by returning a fully signed and executed copy of the enclosed agreement to me no later than December 22, 1984. I will look forward to receiving a copy of the executed agreement and the continuance of our but,inet>t> relationship. JEW/cb End. 3. E. Watsh Manager, Distributor Sales 50033 Calidlia 17 EXECUTIVE PARK DRIVE ATLANTA. GEORGIA 30329 * (404) 321-6600 Ext. 340 CORPORATION September 25, 1984 Montello, Inc. 6106 Ea&t 32 StAeet Tulta, Oklahoma 14315 Attn: Ma. Kenneth N. Campbell, PAetldent VeaA Ken: ConflAmlng oua phone conveAtatlon enclosed heAewlth aAe {1} two executed copies of a letteA to Montello fAom Union CaAblde CoApoAatlon teAmlnatlng the I indemnification KgAeement and Aeque&tlng consent to attlgn the Montello dlttAlbutoAthlp agAeement fAom Union CaAblde to CalldAla, and ill) two executed copies of a new Indemnification agAeement between CalldAla and Montello. Also mailed on thlt date and dlAected to the attention of Pat Jayne at Ashland Chemical* Company weAe one executed copy of a letteA to Ashland Chemical* Company teAmlnatlng the Union CaAblde Indemnification AgAeement and two executed caplet of a new Indemnification agAeement between Athland and CalldAla. Pleate aetuAn one fully executed copy of the enclosed letteA and the new dlttAlbutoA agAeement between CalldAla and Montello to my attention. Thank you. IleAy tAuly youAt, JEW/cb Enel*. j. E. Walth ManageA, Vl&tAlbutoA Sale* CERTIFIED MAIL-RETURN RECEIPT REQUESTED 50034 UNION CARBIDE CORPORATION old ridgebury road, danbury, ct. obbii August 31, 1984 Montello, Inc. 6106 East 32nd Street Tulsa, Oklahoma 74315 Attn: Mr. Kenneth N. Campbell, President Dear Mr. Campbell: In connection with a worldwide restructuring of its metals and Asbestos businesses, Union Carbide Corporation has assigned its Asbestos business to its subsidiary, Calidria Corporation, effective as of April 1, 1984. Included among the assets so assigned was your firm's December 1, 1983 Dis tributor Agreement with Union Carbide Corporation. We would appreciate Montello, Inc.'s formally evidencing its consent to such assignment by countersigning and returning a copy of this letter. As a result of this restructuring Union Carbide Corp oration no longer produces asbestos. However, in order to avoid any ambiguity as to the status of the May 6, 1982 Agreement pursuant to which Union Carbide agreed to indemnify Montello, Inc. against certain liabilities arising in connection with the sale of Union Carbide asbestos products, Union Carbide hereby formally terminates that Agreement in accordance with numbered paragraph 6 thereof. Sincerely yours, UNION CARBIDE CORPORATION By o'/ /flitC/___________ Executive Vice President The undersigned hereby consents to the above described assignment: MONTELLO, INC. By_________ President 50035 G ei /7T C\ (I f ) t-t // AGREEMENT /* 7^/? 1 / riA Mftr THIS AGREEMENT, dated as of April 1, 1984, by and between Montello Inc., a corporation having an office at 6106 East 32rd Place, Tulsa, Oklahoma 74135 ("Montello"), and CALIDRIA lACS\/ CORPORATION, a Delaware corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 ("Calidria"). WITNESSETH: WHEREAS, as of April 1, 1984 all the asbestos business of Union Carbide Corporation ("Union Carbide") has been assigned and transferred to Calidria; WHEREAS, as a result of such assignment, that certain Distributor Agreement between Union Carbide and Montello dated as of December 1, 1982 and amended November 7, 1983 (the "Distributor Agreement") has been assigned by Union Carbide to WHEREAS, as a result of such assignment Montello serves as a distributor for certain asbestos products pursuant to the Distributor Agreement; WHEREAS that certain Agreement dated May 6, 1982 which is annexed as Exhibit B to the Distributor Agreement is of no force or effect with respect to Calidria asbestos products and as a result Montello has requested that C hold harmless and indemnify Montello from and against any claims which may be asserted against Montello for injuries allegedly suffered by subsequent purchasers or users of Calidria asbestos products; 50036 NOW, THEREFORE, in consideration of the foregoing premises and the provisions hereinafter set forth, it is hereby agreed: 1. By malting this Agreement and performing its terms, neither (7 car Montello nor Calidria is conceding that it has breached any duty or committed any act which would render it liable to a third party. Ucqr 2. Calidria shall hold harmless and indemnify Montello from and against any liability based upon exposure to asbestos which Montello may incur to the extent such liability arises out of the resale by Montello of Calidria asbestos products as packaged by Calidria; provided, however, such indemnification obligation shall not apply if Montello has changed, processed or re-packaged such resold products in any way, nor acted in a negligent manner in the course of handling and reselling Calidria asbestos products and provided further that Montello has complied with all reasonable actions recommended from time to time by Calidria for the purpose of informing subsequent purchasers and users of Calidria asbestos products as to the safe use and handling of such products. It is agreed that Montello's responsibility to inform is limited to taking reasonable steps to see that the information reaches the user. U^ 3. Montello shall give Calidria prompt notice of any actual or threatened legal action or claim of which Montello has notice and which would be covered by this Agreement. In addition, Montello i/ear shall cooperate in all respects with Calidria in the defense of any such action and shall supply such information and make available such witnesses as may be required to permit Cai'/cTAa to undertake 2 50037 UNION CARBIDE THE DISCOVERY COMPANY UNION CARBIDE CORPORATION MINING & METALS DIVISION P.O.BOX 579 * NIAGARA FALLS, N.Y. 14302 TEL: 716-285-3311 LETTER AGREEMENT September 22, 1971 Monte I Io, Inc. P.O. Box 130 Sand Springs, Oklahoma 74063 Attention: Mr. K. N. Campbell Dear Sirs: We propose to amend the November 30, 1970 contract our companies in the following respects: 1. The following provision is substituted for the sentence in Article 3 (a): between second "Seller may increase the purchase prices in any calendar quarter year by giving at least ~Hi irty---AVif days prior written notice to Buyer, provided that Sel Ier shaI I not increase the purchase prices by more than 10$ in any calendar year; and further provided that Distributor may refuse to accept the revised purchase prices by giving written notice to Seller fifteen (15) days before the revised purchase prices are to take effect, whereupon this Agreement shall immediately terminate." 2. In Article 5 (a), December 31, 1972 is changed to December 3 I, I 973. If the foregoing amendments are acceptable to you, kindly so indicate by'signing and returning to us the enclosed copy of this I etter. _ AGREED TO AND ACCEPTED THIS (lE DAY OF /Qa*/T , 1971: Very truIy yours, UNION CARBIDE CORPORATION Mining & Metals Division By ^ C_^Vice President ^ 500} 8 THE DISCOVERY COMPANY UNION CARBIDE CORPORATION MINING & METALS DIVISION P.0. BOX 579 NIAGARA FALLS. N.Y. 14302 TEL: 716-285-3311 September 24, 1971 Mr. K. N. CampbeI I Monte No, Inc. P.O. Box 130 Sand Springs, OK 74063 Dear Ken: Per our discussions enclosed is a letter addendum to extend our contract to December 31, 1973. Please note that the existing contract is automatically renewed year after year unless cancelled with six months notice. This letter will confirm that: 1) We cannot agree at this time to support any advertising costs. 2) We will allow a credit of $2.50 for all our pallets returned to the plant in reusable condition. Accep tance is at the sole discretion of plant personnel. 3) We currently have 102,500 pounds of Oilbestos on hand at King City. Any sales of this material will be invoiced at 20</pound, which will include ove r-I a be I i ng with "Arcovis 953" if required. We have checked with our bag supplier and found that a white on green bag is not practical. They suggest that we "reverse-print" the side panels and perhaps the top and bottom of the Super-Visbestos bag. When viewed in a stacked position it should look much different than a Visbestos bag, yet it should not be enough different to create "changeover problems". We can absorb the slight upcharge for the reverse-printing. Let me know what you decide. Best personal regards to you and Harry. Very truly yours, Joh^L. Myers cc: Dr. H. B. Rhodes KC-File 50019 tfafidrk9l(iASBESTOS THE DISCOVERY COMPANY UNION CARBIDE CORPORATION MINING & METALS DIVISION P.0. BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-285-3311 June 3, 1971 Mr. K. N. Campbell Montello, Inc. P. O. Box 130 Sand Springs, OK 74063 \7 Dear Ken: Per our recent discussions, enclosed is a revised Appendix A for our distributor agreement. Please note that the price for SG-201 has been increased 0. 25^/lb. , SG-444 (open) is increased 0. 5^/lb. , and a new schedule of charges for special packaging is included. I raised the SG-444 (open) without polyethylene overwrap to coincide with the price for Arcovis-953 and the up-charge for the individual polyethylene overwraps. Please indicate your acceptance by signing and returning the enclosed copy of this letter. I have extended your 60-day payment terms until December 31, 1971 but would appreciate your gradual return to 30-day terms, if possible, before the end of the year. Very best personal regards. Very truly yours. cc: Dr. H. B. Rhodes Accepted and agreed to this day of 1971: By (Title) This paper contains "Calidria" asbestos T-135, an efficient, low-cost opacifier. It is 60-lb. Fairmount offset produced by Tileston & Hollingsworth Co., a subsidiary of Diamond International Corporation. 50020 APPENDIX A (Effective Date - August 1, 1971) Calidria Asbestos Product SG-100 SG-144 SG-200 SG-201 SG-444 (Cracked Pellets) SG-444 (Open) W/polyethylene overwrap Price, f. o. b. King City tf/lb. $/Ton 2.5 50. 00 3. 0 60. 00 4.0 80. 00 4.0 80. 00 13. 0 260. 00 14. 5 290. 00 15. 0 300. 00 Note: Above prices are for bags loaded loose in railcars or trucks. Following are extra charges for various packaging requirements: Individual Polyethylene Overwraps Unitized Pallets Waxed Cardboard Pallet Cover Shrink-Film Pallet Cover ?/> 0.50 0.25 0. 30 0. 20 $/Ton 10. 00 5.00 6.00 4. 00 50021 AGREEMENT, made this _____ day of, 1970, between UNION CARBIDE CORPORATION, a Nev: York corporation, having an office at 270 Park Avenue, New York, New York 10017 (herein after called "Seller"), and MONT'ELLO, INC., P.O. Box 10^6, Sand Springs, Oklahoma (hereinafter called "Distributor"); WITNESSETH: I WHEREAS, Seller produces and sells Cal^dria Asbestos products; and WHEREAS, Distributor has know-how concerning production and use of asbestos for a well drilling applications, is licensed to sell asbestos products for use in oil well drilling, and has a sales organization with technical service facilities; ~A ' WHEREAS, Distributor is willing to solicit orders for the resale of the Caledria Asbestos products listed in Exhibit A attached hereto and made a part hereof (hereinafter called "Products"); NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows: 1. Seller hereby appoints Distributor as the exclusive distributor for the resale of the Products for use as additives to water or oil-based fluids used in the drilling, boring or reaming of (a) wells (oil, gas, water, injection, disposal), (b) holes (shot, core, .instrumentation), and (c) shafts (mine, foundations} and for use in other related fluid applications such as packer fluids and work-over fluids. 50022 2. Seller agrees to sell and Distributor agrees to buy ^^ v for resale, upon the terms and conditions herein set forth, 0 f" ~-r~ t f Products in such quantities as Distributor shall need in its / /! ( rr>i\ I r> business as a distributor of Products. Distributor shall exer- ' f else its best efforts to develop the market for the Products and to resell as large a quantity of the Products as possible. 3. (a) The purchase prices for the Products sold here under and the terms of delivery shall be as set forth in Schedule A attached hereto and made a part hereof. Seller may revise the purchase prices in.the first quarter of each calendar year by k) giving at least sixty (60) days' prior written notice; provided, however, that Distributor may refuse to accept the revised pur- p j, chase price by giving notice to Seller thirty (30) days before f1 the revised purchase prices are to take effect, and this Agreement ' <> shall immediately terminate. Seller agrees to deliver to , \ \A Distributor within three (3) months after said termination, up `to ({) pounds of the Products at the price prevailing on the date of such termination. (b) In addition to the purchase price. Distributor shall pay to Seller the amount of all taxes, excises or other governmental charges that Seller may be required to pay on the sale or transportation of any Product sold and delivered here under, except where the law otherwise provides. 7 ( < >' 1' * *J. (a) Payment shall be due ^ f rju, j() days after date of invoice, billed upon delivery at the designated P.O.B. point. V +a Ju / > ? / -- r <f r r/ I ( , /,, / C - I /d- /A / A - 2- 50023 (b) Seller reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the foregoing, all deliveries hereunder are subject to the conditions that all indebtedness of Distributor to Seller due before the date of shipment shall first be paid. \ 5. (a) The term of this Agreement shall commence on July 1, 197ollnd shall continue until December 31, 1972, and thereafter, unless terminated at any time by either party on at least six (6) months prior written notice. . (b) The provisions of Paragraph 5(a) above notwith standing, Seller may terminate this Agreement at any time on at xeasi/ i/ui'cc (3) months priOi wn 4 Q /N *4 (i) Distributor fails to purchase* the Products for resale in the following quantities: 1970 $120,000.00 1971 $140,000.00 ' 1972 $170,000.00 1973 $200,000.00 /jyfi? > -- / (ii) Distributor files a petition in bankruptcy; (iii) Distributor makes a general assignment for the benefit of creditors; (iv) Distributor becomes insolvent; (v) Any person who at the time of execution of this Agreement was participating substantially in the opera tion or ownership of Distributor dies, is incapacitated. 3- - 50024 removed, eliminated, resigns or withdraws for any reason from Distributor; or (vi) Distributor should fail to observe or perform one of the conditions hereunder and such default shall con tinue for fifteen (15) days after written notice of such default from Seller. Any termination of this Agreement pursuant to this Paragraph (b) shall be in addition to and shall not be exclusive of or prejudicial to any other rights or remedies at law or in equity which Seller may have against Distributor, and the pro visions in Paragraph 3(a) regarding termination shall not apply. 6. Seller agrees that Distributor may sell the aforemen tioned Products under Distributor's own trade name. Upon mutually agreeable terms and conditions, the aforementioned Products may be packaged at Manufacturer's";;.. plant in bags approved by Distributor. 7. (a) Seller agrees trmake available to Distributor, at no charge, such technical information and Product Information sheets concerning the aforementioned Products as may assist /\ * x Distributor in its market development efforts hereunder, and , . j1 Seller may, in its sole discretion, provide assistance in the promotion of the Products. (b) Distributor shall make available to Seller, at no charge, technical and marketing information concerning the aforementioned Products. - H - 5GG25 (c) It is understood that any information disclosed to either party by a third party under a secrecy agreement shall be exempted from the disclosure obligations of Paragraphs 7(a) and (b ). 8. With respect to confidential or proprietary information, neither party shall, to the extent possible, disclose such information without giving the other a mutually acceptable written description of the Information disclosed. The party to whom such information is disclosed agrees to keep such information confi dential for a period of five (5) years from the date of disclo sure and not to disclose such information to others except its employees who have signed agreements obligating them to the disclosing party to the same extent their employer is obligated nereunaer. 'ine ai or'eiueni,.i.Oiied ooligations shall not apply when and to the extent such information was known to the disclosing party prior to receipt and is documented in records made prior to such disclosure or when, after and to the extent such infor mation is generally available to the public, or is subsequently received by the party to whom disclosure was made in good faith from a third party. 9. The purchase prices listed in Schedule A shall not apply to any Product ordered for use by Distributor or for resale to a business organization owned or controlled, directly or indirectly by or affiliated with. Distributor for its use, and instead Seller's standard list prices in effect at the time of shipment shall apply. Distributor shall identify such transactions on 5- - 50026 Its purchase orders. . 10. Seller warrants that the Product sold hereunder will infringe no claim of any United States patent covering such Product Itself, but Seller dies not warrant against infringement by reason of the use of such Product in combination with other articles or material or in the practice of any process. Distributor warrants that the resale or use of the Products in combination with other articles or material or in the practice of any process will infringe no claim of any United States patent. In the event of a breach by either party of the aforesaid warranties in this Paragraph 10, that part".will hold harmless and indemnify the other party from any claims, liability or damages resulting therefrom. 11. This Agreement does not; create any iiip Cl'1 Wiiip X wj cr 0 J agency, joint venture or partnership relationship between Seller and Distributor. Distributor is not authorized or empowered to act as agent for Seller for any purpose and shall not on behalf of Seller either enter into any contract, undertaking or agree ment of any kind whatever or make any promise, warranty or representation with respect to the Products other than such as may be published by Seller in its advertising and sales promotion material. The status of the Distributor shall be that of an independent contractor only. 12. Seller warrants that at the time of shipment the Products delivered hereunder will meet Seller's applicable standard 6- - 50027 specifications for such Products in effect at the time of shipment or such other specifications as have been expressly agreed upon with Buyer in writing. THE POREGOING WARRANTIES IN THIS PARAGRAPH 12 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO ANY PRODUCT DELIVERED HEREUNDER WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OP MERCHANTABILITY IN OTHER RESPECTS THAN AS EXPRESSLY SET FORTH AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 13. Distributor's receipt of the Products delivered here under shall be an unqualified acceptance of, and a waiver by Distributor of any and all claims with respect to said Products unless Distributor gives Seller written notice of claim within thirty (30) days after such receipt. No claim against Seller,of any kind, whether as to Products delivered or for nondelivery of Products, and whether or not based on negligence, shall be greater in amount than the purchase price of the Product in respect of which such claim is made. In no event shall Seller ^ p/( be liable for any special, indirect or consequential damages, ( whether or not caused by or resulting from the negligence of Seller. 1^. Neither party shall be liable for its failure to perform hereunder (other than its failure to pay money) caused by circum stances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, accidents, labor disputes or shortages, government actions (including but not limited to priorities, requisitions, allocations and price adjustment restric- 7 50028 3. PRICES (a) The purchase price and accessorial charges for Products sold and delivered to Distributor's stocks or Distributor's customers shall be those set forth in Exhibit A. (b) Distributor shall pay to Union Carbide as part of the purchase price the amount of all taxes, excises or other governmental charges that Union Carbide may be required to pay on the sale or transportation of any Products sold and delivered hereunder, except where the law otherwise provides. 4. DELIVERY AND PAYMENT. (a) All Products purchased by Distributor hereunder shall be delivered to Distributor's stock or to the Distributor's customer and title shall pass f.o.b. Union Carbide's shipping location. All transportation charges shall be paid by Distributor or by Distributor's customer. (b) Terms of payment shall be net cash thirty (30) days from invoice date. (c) Union Carbide reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the foregoing, all deliveries hereunder are subject to the condition that all indebtedness of Distributor to Union Carbide due before the date of shipment shall first be paid. 5. ACCEPTANCE OF ORDERS. All purchase orders hereunder are subject to acceptance by Union 2 50006 Carbide at its King City, California, office. The right to reject any order is reserved by Union Carbide, even if a previous quotation has been made. An order is accepted by Union Carbide when shipped or when it is acknowledged in writing. 6. TRADEMARKS. Distributor shall not incorporate under or otherwise make use of the name of Union Carbide or any of its divisions or subsidiaries, or make use of any trademarks or trade names of Union Carbide, or any trademark or trade name which in the judgment of Union Carbide is confusingly similar thereto, or make use of any sales promotion or literature, displays or stationery of Union Carbide, without the prior written consent of Union Carbide. Distributor shall not alter or remove any trademark or trade name applied by Union Carbide to the Products at its manufacturing facilities. Distributor's g' covenant under this Article 6 shall survive termination of this Agreement. 7. WARRANTY AND INDEMNIFICATION. (a) Union Carbide warrants that at the time of shipment all Products delivered hereunder will meet Union Carbide's applicable standard specifications for such Products in effect at the time of shipment or such other specifications as have been expressly agreed upon with Distributor in writing. THERE ARE NO EXPRESS WARRANTIES BY UNION CARBIDE OTHER THAN THOSE SPECIFIED IN THIS ARTICLE 7(a). NO WARRANTIES BY UNION CARBIDE (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR 50007 3 OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. (b) Union Carbide and Distributor are the parties to an Indemnification Agreement dated May 6, 1982, concerning the liabilities and responsibilities of the parties to this agreement with respect to any injuries to third parties. The Indemnification Agreement is attached hereto as Exhibit B and is expressly made a part hereof. Wherever there is a conflict between this Agreement and said Indemnification Agreement, the Indemnification Agreement will control. 8. PARTY RELATIONSHIP. This Agreement shall not create any employer-employee, agency, joint venture or partnership relationship between Union Carbide and Distributor. Distributor is not authorized or empowered to act as agent for Union Carbide for any purpose and shall not on behalf of Union Carbide either enter into any contract, undertaking or agreement of any kind whatever to make any promise, warranty or representation with respect to the Products other than such as may be published by Union Carbide in its advertising and sales promotion material. The status of the Distributor shall be that of an independent contractor only. 9. FORCE MAJEURE. Neither party shall be liable for its failure to perform hereunder (other than its failure to pay money) caused by 50008 4 circumstances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, accidents, labor disputes (whether or not it is the power of the party to settle the same) or shortages, government actions (including but not limited to priorities, requisitions, allocations and price adjustment restrictions), inability to obtain material, equipment or transportation and any other similar or different occurrence. The party whose performance is prevented by any such occurrence shall have the right to suspend or reduce deliveries of Products during the period of the continuance of such occurrences and the total quantity of Products deliverable under the Agreement shall be reduced by the quantity of the deliveries so omitted. In the event of inability to supply the total demands for Products covered by this Agreement, Union Carbide may allocate its available supply among any or all customers as well as departments^ divisions and subsidiaries of Union Carbide. Any such suspension, reduction or allocation in the quantity deliverable hereunder shall not be greater than the percentage reduction to other customers or departments, divisions and subsidiaries of Union Carbide taken in the aggregate, unless mutually agreed upon. In no event shall Union Carbide be obligated to purchase Products from others in order to enable it to deliver Products to Distributor hereunder. 1. DURATION AND TERMINATION. (a) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until terminated, with or without cause, by either party giving to the other party 5 50009 written notice of termination at least six (6) months prior to the effective date of such termination, unless earlier terminated as provided in Article 10(b). The rights and obligations of the parties under this Agreement shall survive any termination of this Agreement with respect to all orders accepted pursuant to Article 5 above and Products delivered hereunder prior to the effective date of such termination. Whichever party terminates the Agreement under this Article 10(a) shall bear the cost and responsibility for all finished stocks, packaging materials and other related supplies remaining in either party's possession as of the effective date of such termination. (b) Union Carbide may terminate this Agreement at any time upon written notice to Distributor if (i) Distributor files a petition in bankruptcy, (ii) Distributor makes a general assignment for the benefit of creditors, (iii) a receiver for Distributor is appointed, (iv) Distributor becomes insolvent, (v) any person who at the time of execution of this Agreement was participating substantially in the operation or ownership of Distributor dies, is incapacitated, removed, eliminated, resigns or withdraws for any reason from Distributor, or (vi) Distributor shall be guilty of a breach of any of the provisions of this Agreement and such breach has continued for ten (10) days after written notice of said breach from Union Carbide. Any termination of this Agreement pursuant to this Article 10(b) shall be in addition to and shall not be exclusive of or prejudicial to any other rights or remedies at law or in equity which Union Carbide may have against Distributor. 6 50010 11. ASSIGNMENT Any assignment or modification of this Agreement by either party without the prior written consent of the party shall be void. 12. EXECUTION AND INTERPRETATION. (a) The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York. (b) No change in, addition to, or waiver of the terms or conditions hereof shall be binding upon either party unless approved in writing an authorized representative, and no modification shall be effected by the acknowledgment or acceptance of release or purchase order forms containing other or different terms or conditions whether or not signed by an authorized representative of such party. (c) It shall be a sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a i copy thereof with the United States Postal Service in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the party shall have heretofor in writing designated. The date of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. (d) This Agreement supersedes as of the date hereof any existing agreement between the parties relating to the purchase and sale of or solicitation of orders for Products including, but not 7 50011 limited to, that agreement between the parties dated November 30th, 1970. This Agreement incorporates but does not supersede the Indemnification Agreement dated May 6, 1982, as the latter is not an agreement relating to the purchase and sale of or solicitation of Products as anticipated by the immediately preceding sentence. (e) The article headings used in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of the terms and conditions set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. 8 50012 MONTELLO EXHIBIT A (EFFECTIVE DECEMBER 1, 1982) "CALIDRIA" Name Product Form Packaging H*\ 00 SG-200X Pellets 50 lbs. Bags SG-200X 1/8" Pellets 44 lbs. Bags SG-201 Crushed Pellets 50 lbs. Bags SG-201 Crushed Pellets 50 lbs Bags Montello Name Price, $2000 FOB Plant UNIVIS 210.00 TELVIS 200.00 SUPERVISBESTOS (CSV) 200.00 SHURLIFT 200.00 NOTE: SG-200X (TELVIS) pricing is based on distributor furnishing bags. SG-200X (UNIVIS) and SG-201 (SUPERVISBESTOS, CSV and SHURLIFT) bags will be supplied by Union Carbide. Bags are individually shrink-filmed at no extra charge. Prices are based on loose loading of bags (not palletized) in railcars or trucks. Extra charges for special packaging and other services are noted below. Open trucks can only be used if dust and sift-proof bags are palletized and shrink-filmed. Special Requirement Palletized & Shrink-Wrapped Pallet Marking each bag Unidentified, based on labor rate of Re-usable pellets returned Added Cost $21.00/2000 lbs. $ 5.00/2000 lbs $19.00/hr. $ 6.00/2000 lbs (credit) 9 50073 \ MONTELLO EXHIBIT B AGREEMENT THIS AGREEMENT, dated May 6., 1982, by and between MONTELLO, INC. ("Montello"), an Oklahoma corporation, having an office at 6106 East 32nd Place, Tulsa, Oklahoma 74063, and UNION CARBIDE CORPORATION ("Union Carbide"), a New York corporation, having an office at Old Ridgebury Road, Danbury, Connecticut 06817, . WITNESSETH: WHEREAS, Montello acts as a distributor of various Union Carbide asbestos products; and WHEREAS, Montello resells Union Carbide asbestos products without changing, procesing or re-packaging such products in any way; and WHEREAS, Montello has requested that Union Carbide hold harmless and indemnify Montello from and against any claims which may be asserted against f Montello for injuries allegedly suffered by subsequent purchasers or user* of Union Carbide asbestos products; NOW, THEREFORE, in consideration of the foregoing premises and the provisions hereinafter set forth, it is hereby agreed: 1. By making this Agreement and performing its terms, neither Montello nor Union Carbide is conceding that it has breached any dutji or committed any act which would render it liable to a third party; 2. Union Carbide shall hold harmless and indemnify Montello from and againt any liability arising out of the resale of Union Carbide asbestos products as packaged by Union Carbide, provided that Montello shall not have changed, processed or re-packaged such products in any way; nor acted in a negligent 500.14 manner in the course of handling and reselling such products and provided further that Montello shall have complied with all reasonable actions recommended by Union Carbide from time to time for the purpose of informing subsequent purchasers and users of Union Carbide asbestos products as to the safe use and handling of such products. It is agreed that Montello's responsibility to inform is limited to taking reasonable steps to see that the information reaches the user. 3. Montello shall give Union Carbide prompt notice of any actual or threatened legal action or claim of which Montello has notice and which would be covered by this Agreement. In addition, Montello shall cooperate in all respects with Union Carbide in the defense of any such action and shall supply such information and make available such witnesses as may be required to permit Union Carbide to undertake whatever investigation and defense of the matter Union Carbide deems to be necessary. Union Carbide will defend at its expense any and all claims against Montello arising out of the resale of Union Carbide asbestos products as packaged by Union Carbide, whether or not Union Carbide is a party to the action. Union Carbide shall have the sole right to defend or settle such action with attorneys of its own choosing. 4. In the event that facts are disclosed to Union Carbide which in the reasonably exercised opinion of Union Carbide would justify the imposition of liability upon Montello independent of any liability on the part of Union Carbide, Union Carbide will notify Montello of its position that Montello may be separately liable, and Montello shall defend the suit on its behalf. Both parties specifically agree that they will use their best, efforts to resolve any differences of opinion in this question of independent liability so as to minimize the cost of 50015 defense of claims. In the event that Montello fails to cooperate in the investigation or defense of any actual or threatened legal action or claim covered by this Agreement, Union Carbide may terminate its defense and indemnification of Montello upon twenty (20) days written notice. 5. It shall be a sufficient giving of any notice or other communication required hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the party shall have heretofore in writing designated. The date of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. 6. Union Carbide shall have the unilateral right to terminate this Agreement for any reason which it deems to be sufficient upon ninety (90) days written notice with respect to the sale of any of its products after such termination. 7. In the event that the indemnity provided by Union Carbide to Montello hereby terminates, said termination will be without prejudice to the rights of the parties to seek, by way of cross-complaint or subsequent action, equitable contribution, equitable indemnity, comparative indemnity and/or contractual indemnity each against the other for any claims asserted by subsequent purchasers or users of Union Carbide asbestos products. 8. The validity, interpretation and performance of the Agreement shall be governed by the laws of the State of New York applicable to agreements to be performed entirely within such state. 50016 -3- 9. This Agreement contains all of the representations and agreements between the parties hereto with respect to the subject matter covered herein, but shall not act as a modification or impairment of any rights concerning the subject matter of this Agreement which Montello has under the law whether statutory or otherwise. No modification of this Agreement or waiver of the terms and conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party. 50017 -- 11/8/70 T AGREEMENT, made this day of 1970, between UNION CARBIDE CORPORATION, a New York corporation, having an office at 270 Park Avenue, New York, New York 10017 (herein after called "Seller"), and MONTELLO, INC., P.O. Box 1046, Sand Springs, Oklahoma (hereinafter called "Distributor"); WITNESSETH WHEREAS, Seller produces and sells Calidria Asbestos products; and WHEREAS, Distributor has know-how concerning preduotlon and use of asbestos for well drilling applications, is licen sed to sell asbestos products for use in * well drilling, and has a sales organisation with technical service facilities; and WHEREAS, Distributor is willing to solicit orders for the resale of the Calidria Asbestos products listed in Exhibit A attached hereto and made a part hereof (hereinafter called the "Products"); NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows: 1. Seller hereby appoints Distributor as the exclusive dis tributor for the resale of the Products listed in Exhibit A and any substantially similar products Seller may develop and market, for use as additives to water or oil-based fluids used in the drilling, boring or reaming of (a) wells (oil, gas, water, injec tion, disposal), (b) holes (shot, core. Instrumentation), and 50 OPS UNION CARBIDE CORPORATION distributor AGREEMENT ii/i/Hi- This AGREEMENT, made as of the 15th day of July, 1982, between UNION CARBIDE CORPORATION, a New York corporation n5Wn^~aft' office at Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter called "Union Carbide"), and Montello, Inc., 6106 East 32nd Place, Tulsa, Oklahoma 74135 (hereinafter called "Distributor"); 1. DISTRIBUTORSHIP. Union Carbide hereby appoints Distributor for the resale of those "CALIDRIA" asbestos products listed in Exhibit A attached hereto and made a part hereof (hereafter called "Products"). Union Carbide shall have the right at any time to make additions, deletions or modifications to the Exhibit A, set forth herein by giving Distributor thirty (30) days prior written notice of each such revision. 2. SHIPMENTS. (a) Union Carbide agrees to sell and Distributor agrees to buy for resale and shipment to Distributor's stocks, or Distributor's customers, carload or Truckload quantities upon the terms and conditions herein set forth. (b) Distributor agrees to maintain in its own warehouses such quantities as Distributor shall need to permit satisfactory service of customers. 3. PRICES. (a) The purchase price and accessorial charges for Products sold and delivered to Distributor's stocks or Distributor's customers shall be those set forth in Exhibit A. (b) Distributor shall pay to Union Carbide as part of the purchase price the amount of all taxes, excises or other governmental charges that Union Carbide may be required to pay on the sale or transportation of any Products sold and delivered hereunder, except where the law otherwise provides. 4. DELIVERY AND PAYMENT. (a) All Products purchased by Distributor hereunder shall be delivered to Distributor's stock or to the Distributor's customer and title shall pass f.o.b. Union Carbide's shipping location. All transportation charges shall be paid by Distributor or by Distributor's customer. (b) Terms of payment shall be net cash thirty (30) days from invoice date. (c) Union Carbide reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit 50088 the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the foregoing, all deliveries hereunder are subject to the condition that all indebtedness of Distributor to Union Carbide due before the date of shipment shall first be paid. 5. ACCEPTANCE OF ORDERS. All purchase orders hereunder are subject to acceptance by Union Carbide at its King City, California, office. The right to reject any order is reserved by Union Carbide, even if a previous quotation has been made. An order is accepted by Union Carbide when shipped or when it is acknowledged in writing. 6. TRADEMARKS. Distributor shall not incorporate under or otherwise make use of the name of Union Carbide or any of its divisions or subsidiaries, or make use of any trademarks or trade names of Union Carbide, or any trademark or trade name which in the judgment of Union Carbide is confusingly similar thereto, or make use of any sales promotion or literature, displays or stationery of Union Carbide, without the prior written consent of Union Carbide. Distributor shall not alter or remove any trademark or trade name applied by Union Carbide to the Products at its manufacturing facilities. Distributor's covenant under this Article 6 shall survive termination of this Agreement. 7. INJURIES TO THIRD PARTIES. Union Carbide and Distributor are the parties to ari Indemnification Agreement dated May 6, 1982, concerning the liabilities and responsibilities of the parties to this Agreement with respect to any injuries to third parties. The Indemnification Agreement is attached hereto as Exhibit B and is expressly made a part hereof. Wherever there is a conflict between this Agreement and said Indemnification Agreement, the Indemnification Agreement will control. 8. PARTY RELATIONSHIP. This Agreement shall not create any employer-employee, agency, joint venture or partnership relationship between Union Carbide and Distributor. Distributor is not authorized or empowered to act as agent for Union Carbide for any purpose and shall not on behalf of Union Carbide either enter into any contract, undertaking or agreement of any kind whatever to make any promise, warranty or representation with respect to the Products other than such as may be published by Union Carbide in its advertising and sales promotion material. The status of the Distributor shall be that of an independent contractor only. 9. FORCE MAJEURE. Neither party shall be liable for its failure to perform hereunder (other than its failure to pay money) caused by circumstances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, accidents, labor disputes (whether or not it is within the power of the party to settle the same) or shortages, government actions (including but not limited to priorities, requisitions, allocations and price adjustment restrictions), inability to obtain material, equipment or transportation and any other similar or different 50089 -2- occurrence. The party whose performance is prevented by any such occurrence shall have the right to suspend or reduce deliveries of Products during the period of the continuance of such occurrence and the total quantity of Products deliverable under the Agreement shall be reduced by the quantity of the deliveries so omitted. In the event of inability to supply the total demands for Products covered by this Agreement, Union Carbide may allocate its available supply among any or all customers as well as departments, divisions and subsidiaries of Union Carbide. Any such suspension, reduction or allocation in the quantity deliverable hereunder shall not be greater than the percentage reduction to other customers or departments, divisions and subsidiaries of Union Carbide taken in the aggregate, unless mutually agreed upon. In no event shall Union Carbide be obligated to purchase Products from others in order to enable it to deliver Products to Distributor hereunder. 10. DURATION AND TERMINATION. ddtf $ (a) The term of this Agreement shall commence 01 the date hereof and shall continue in full force and effect until terminated, with or without cause, by either party giving to the I other party written notice of termination at least six (6) months prior to the effective date of .such termination, unless^ earlier teminated as provided in ArticlepaCb). The rights and obligations of the parties under this Agreement shall survive any termination of this Agreement with respect to all orders accepted pursuant to Article 5 above and Products delivered hereunder prior to the effective date of such termination. (b) Union Carbide may terminate this Agreement at any time upon written notice to Distributor if (i) Distributor files a petition in bankruptcy, (ii) Distributor makes a general assignment for the benefit of creditors, (iii) a receiver for Distributor is appointed, (iv) Distributor becomes insolvent, (v) any person who at the time of execution of this Agreement was participating substantially in the operation or ownership of Distributor dies, is incapacitated, removed, eliminated, resigns or withdraws for any reason from Distributor, or (vi) Distributor shall be guilty of a breach of any of the provisions of this Agreement and such breach has continued for ten (10) days after written notice of said breach from Union Carbide. Any termination of the Agreement pursuant to this Articl^m6)/shall be in addition to and shall not be exclusive of or prejuoieiaS to any other rights or remedies at law or in equity which Union Carbide may have against Distributor. 11. ASSIGNMENT. Any assignment or modification of this Agreement by either party without the prior written consent of the other party shall be void. 12. EXECUTION AND INTERPRETATION. (a) The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York. 50090 -3- UNION CARBIDE CORPORATION OLD RIDGEBURY ROAD, DANBURY, CT. 06817 LAW DEPARTMENT November 19, 1982 Mr. Kenneth N. Campbell President Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma Re: Union Carbide Distributor Agreement and OSHA Related Information Dear Mr. Campbell: I received a copy of your letter of October 11, 1982 to Jack Walsh regarding the referenced materials. The OSHA-related information looks fine as modified from an earlier draft sent to Jack last August. My only change would be in the heading of the supplemental sheet: Montello Supplemental Information to the Report by R.L. Smith of Union Carbide, dated March 24, 1981. CChanges are underscored.) With those minor corrections, the package is ready to go, including the August 1982 monitoring data, which I understand that Blair Ingalls has provided. Enclosed please find executed originals of our distributor agreement, which has the following changes from your October 11, 1982 version: Our standard warranty language has been inserted as Article 7(a). Because of the Indemnification Agreement of May 6, 1982, the balance of our standard clause is inapplicable. The notice of termination under Article 10(a) has been revised to our customary 30 days. There is a minor wording change to Article 12(d), second sentence. Otherwise, the Agreement is unchanged. If'you find the Agreement acceptable to Montello, please execute both originals and return one version to Jack Walsh. JBR/jef Enclosure cc: Mr. J.E. Walsh C//O C ^O O ). c/, (XvJsv'? &a*Au>~ ?/W <^>-*-*-- JUo^usL, ; &-'j2u^ &^U*? 7t *f *-vJP -^yv" ^J-- . Cfy >jgC -- ^t- <3^L-^L.L. ' t<4.io ......... - ........ ....................... trt/U*y~ -e-*_- $Qa4' u>c<J$^ 9*2?***. ? # '/?70 /? ~s/j (/ * 0 r i & /f*' 9v I sG^ A s'?* i "7 .T"fl ^1-6^1 ~/l<f 7 / 3& O f? 'yy^LeU*^ , 9"'"> ^^U-i ? 50094 /* b fl - /ff /ih f/t '<? / /- - -/uj u><<; ( &r~ fatr l^et /(S in. 4 er;o'/i /{> fart falj. /"fa y 4/ //& 50095 \) A c/C -/&* + ? 30 - /-TXx" f'/rdif'-id'-'i' e l> 14 y *r~ c/aLtn. 5 //Aa? c*) />? ^^Airrr^ - rfa c/ i/rf /' (/f A74/10 /# SO0,/rt4 X /'/ ^/ - ^ X*4#/ /`^ ^ / ^A-Ar ~t A rA(, $ //! 'Lf/X1 * f(f Ca/A Sar, ^j ^ / (/fir Ah#//, ey/fh^r l/h 50096 //,'fC~ M^xac-A (uA<AfA) Jacf< k/x/t/r `td'fi-i'UJ-zrtt: PiHt^ /A-e<=d -- / P*z ,A /'sr -#/? T ffyrA.Wf C/>r?m'Ze Sir-r p/'Az r~" 3 /z-rjJ^ v `fx'/'-f/-' */S*- f o'- ^ A s \ - i7r /'/;JA - ^4 rM y- /^A/ ^72 's /rst xy Ij -- /M& - /X00 Jr 6- s i /This ,/?${'' J-' /,"ry ^ ! ^ ,x y- ! -- fu<J { 0 /{/ t* ^ ,V y C?~?3 if f f-*7f*(r(y J> 0\jA S " ^ A A///<?q/ AV>= ' 'ffuly, ' Z5<o?<.~'<<y/' zA'1/* ` HjbnpZ- ygjgty y ^ /? /--rtZK zip' 5 ^ pr'tfZx " -7SV-ti*r2 *Tir& Zrf S fC e'S . ?<*<-/!tlj. 0a,^ C f+4 /</ y^r C * ^ /?e/xArft /'(?/rxx - s A ; y- 0o ^ ~~ AAd-c~' y ^ ^? * -' x ^ - yPP %> /ava y (C^hHiPr r'-fAn* ^ f 'C/vt-e/ Aps/y/sp* 50097 8600S ?/z/i. - ,'~>J //vo -jSj ? 01 //yy /^/y //.yy jcivMx yyv/ & ^`-J,'rf</ y f y`-j6 >yj) - * y^r yyy yv y s s $ * i ft* ^ y<?^ - <?s? + fit?/, ! yu^ __jt *7'/ - ^CtfM )~f ?-o 138fo <'/jr<s 7^7 ?tfs/o c^<` sj/ce. $4d**/fe /&3J3 9,f p 9*. r* <2/3 g-?-J-.w 2-5*/ 3^s,erf> 50099 TO: Asbestos Information Association/North America 1745 Jefferson Davis Highway Arlington, Virginia 22202 Phone (703) 979-1150 -----------------(Date) Please forward the materials noted below. We understand that we will be billed for costs plus shipping charges, and that prices are subject to change without notice. Handbook--``ASBESTOS--Federal & State Regulations" in three-ring binder. $40.00' each. ' Quantity A monthly report ofitems ofinterest to the asbestos industry. $75.00 per year to non-AIA/NA members. . Quantity ASBESTOS: A NATURAL SUBSTANCE FOR MODERN NEEDS "Asbestos: A Natural Substance lor Modern Needs" An overview of asbestos and current use in products. 5Mx8Vi S.75 each. Quantity WhatttAJ Shot* Know About AMmnEob And Health "What You Should Know About Asbestos and Health." Employee information pamphlet. 5'x7' $.35 each. Quantity________________ "Recommended Practices for Handling Asbestos Fiber." Heavy coated stock poster, ll'x14'-printed blue on white for employee information boards. $.30 each. Quantity______ Also available in 3)4' x 9' pamphlet form suitable for mailing in #10 envelope. $.20 each. Quantity Booklets--"Frietion Materials Work Practices Guide"--$.15 each. Quantity_____________ "Recommended Work Procedures for Resilient Floor Coverings" $.20 each. Quantity______________ Booklets--Recommended Work Practices "Fabrication and Use of Asbestos Paper Products" $1.50 each. Quantity "Shop Fabrication of Asbestos Sheet Products" $1.50 each. Quantity------------------------- "Molding and Fabrication of Asbestos Containing Plastic Products" $ 1.50 each. Quantity "Fabrication and Use of Asbestos Friction Materials" $1.50 each. Quantity----- "Use and Handling of AsbestosTextile Products" $1.50 each. Quantity--------------------- "Field Fabrication of Asbestos-Cement Sheet" $1.25 each. Quantity______________ "Recommended Work Practices for A/C Pipe" $.50 each. Ouantity_____________ "Recommended Work Practices for Using Asbestos in Drilling Mud" $.45 each. . Quantity_________ ;______ 50100 Booklet-- "Working With Asbestos Cement" $.50 each. .Quantity. Pamphlets-- "Asbestos in the Atmosphere" $.25 each. Quantity. "Asbestos in Water--A hazard to health?" $.25 each. Quantity___ Poster Series-- "Asbestos Health Hints for the Workplace." 15'x23' in various colors. Available at $.50 each or complete series at $3.00. If youdon't smoke now don't start. ---os Report unsale o1, o aM. iuliantoonns, bmnedlately! Quantity Repair . t-JOTOKB^.^ hag* immediately! Quantity Usechange rooms and lockers! Leave dusty safe clothes at work! Quantity________ Quantity________ Quantity Set of Six Posters (Quantity) Films-- AIA/NA can make available, on a loan basis and at no charge, the educational/training 16 mm films: "Working With Asbestos" (J-M, 20 min.); "Living With Dust'' (3M, 15 min.); and "Asbestos at Work" (AIC-UK.20 min.). Slide Presentation--"Asbestos: A Natural Product for Modern Needs" (35mm - 20 min.) Special Shipping Instructions: (Please Include Street Address) Company Address City State Zip Signature nc 'A-e (b) No change in, addition to, or waiver of the terms or conditions hereof shall be binding upon either party unless approved in writing by an authorized representative, and no modification shall be effected by the acknowledgment or acceptance of release or purchase order forms containing other or different terms or conditions whether or not signed by an authorized representative of such party. (c) It shall be a sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a copy thereof with the United States Postal Service in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the party shall have heretofore in writing designated. The date of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. (d) j J>nf * ` This Agreement supersedes as of the date hereof any existing agreement between the parties relating to the purchase and sale of or solicitation of orders for Products including, but not limited to, that agreemsnLbetween the parties dated November 30th, 1970. This _Agrement*does not supersede the Indemnification Agreement dated May 6, 1982, asdffiis not an agreement relating to the purchase and .sate of ol -salfcitation of Products as anticipated by the immediately preceding sentence. (e) The article headings used in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of the terms and conditions set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. UNION CARBIDE CORPORATION METALS DIVISION By: Title: By: Title: VICE-PRESIDENT 50091 -4- 1970 $120,000.00 1971 $1^0,000.00 . 1972 $170,000.00 1973 $200,000.00 (11) Distributor files a petition in bankruptcy; (iii) Distributor makes a general assignment for the benefit of creditors; (iv) Distributor becomes insolvent; (v) Any person who at the time of execution of this Agreement was participating substantially in the opera tion or ownership of Distributor dies, is incapacitated, removed, eliminated, resigns or withdraws for any reason from Distributor; or (vi) Distributor should fail to observe or perform one of the conditions hereunder and such default shall con tinue for fifteen (15) days after written notice of such default from Seller. Any termination of this Agreement pursuant to this Paragraph (b) shall be in addition to and shall not be exclusive of or prejudicial to any other rights or remedies at law or in equity which Seller may have against Distributor, and the pro visions in Paragraph 3(a) regarding termination shall not apply. 6. Seller agrees that Distributor may sell the aforemen tioned Products under Distributor's own trade name; provided, how ever, that Distributor shall not use any trademark of Seller. Upon mutually agreeable terms and conditions, the aforementioned Products may be packaged at Seller's King City, California plant -H- 50071 in bags approved by Distributor. 7. The purchase prices listed in Schedule A shall not apply to any Product ordered for use by Distributor or for resale to a business organization owned or controlled, directly or indirectly by or affiliated with. Distributor, for its use, and instead Seller's standard list prices in effect at the time of shipment shall apply. Distributor shall identify such transactions on its purchase orders. 8. Seller warrants that the Product sold hereunder will infringe no claim of any United States patent covering such Product itself, but Seller does not warrant against infringement by reason of the use of such Product in combination with other articles or material or in the practice of any process. Distrib utor warrants that the resale or use of the Products in combina tion with other articles or material or in the practice of any process will infringe no claim of any United States patent. In the event of a breach by either party of the aforesaid warranties in this Paragraph 8, that party will hold harmless and indemnify the other party from any claims, liability or damages resulting therefrom. 9. This Agreement does not create any employer-employee, agency, joint venture or partnership relationship between Seller and Distributor. Distributor is not authorized or empowered to act as agent for Seller for any purpose and shall not on behalf of Seller eitheij^nter into any contract, undertaking or agree- . ment of any kind whatever or make any promise, warranty or 50072 representation with respect to the Products other than such as may be published by Seller in its advertising and sales promo tion material. The status of the Distributor shall be that of an independent contractor only. 10. Seller warrants that at the time of shipment, the Products delivered hereunder will conform to the specifications contained in Exhibit B attached hereto and made a part hereof. THE FOREGOING WARRANTIES IN THIS PARAGRAPH 10 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO ANY PRODUCT DELIVERED HEREUNDER WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAN AS EXPRESSLY SET FORTH AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 11. Distributor's receipt of the Products delivered here under shall be an unqualified acceptance of, and a waiver by Distributor of any and all claims with respect to said Products unless Distributor gives Seller written notice of claim within thirty (30) days after such receipt. No claim against Seller of any kind, whether as to Products delivered or for nondelivery of Products, and whether or not based on negligence, shall be greater in amount than the purchase price of the Product in respect of which such claim is made. In no event shall Seller be liable for any special, indirect or consequential damages, whether or not caused by or resulting from the negligence of ' - Seller. 12. Neither party shall be liable for its failure to perform - 6- 50073 hereunder (other than its failure to pay money) caused by circum stances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, accidents, labor disputes or shortages, government actions (including but not limited to priorities, requisitions, allocations and price adjustment restric tions), inability to obtain material, equipment or transportation and any other similar or different occurrence. If, due to any such occurrence. Seller is unable to supply the total demand for the Products, Seller shall have the right to allocate its avail able supply among any or all purchasers as well as departments, divisions and subsidiaries of Seller. In no event shall Seller be obligated to purchase Products from others in order to enable it to deliver Products to Distributor hereunder. 13. This Agreement contains all of the representations and agreements between the parties hereto. Any assignment of this Agreement by either party without prior written consent of the other party shall be void. No modification of this Agreement or waiver of the terms and conditions thereof shall be binding upon either party unless approved in writing by an authorized repre sentative of such party, or shall be effected by the acknowledgment or acceptance of purchase order forms or releases containing other or different terms or conditions whether or not signed by an authorized representative of such party. * lM. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of. New York. - 7- 50074 15. It shall be a sufficient giving of any notice or other communication hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the other party shall have heretofore in writing designated. The date of giving any such notice or other communication shall be the date on which such envelope was deposited as above pro vided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. UNION CARBIDE CORPORATION By Title _____________________ MONTELLO, INC. By_____________ Title - 8- 50075 UNION CARBIDE CORPORATION old ridgebury road, danbury, ct. obbi7 LAW DEPARTMENT January 7, 1983 Mr. Kenneth N. Campbell President Montello, Ine. 6106 East 32nd Place Tulsa, Oklahoma 74135 Re: Union Carbide Distributor Agreement Dear Mr. Campbell: Enclosed please find duplicate originals of a Distributor Agreement between Montello and Union Carbide Corporation. The only change in this version and the version sent to you on November 19, 1982 is found in Article 10(a). Per your conversation with Jack Walsh, written notice of termination must be given at least six (6) months prior to the effective date.' In addition, the terminating party will bear the cost and responsibility for materials on hand for both parties as of the effective date of such termination. Otherwise, the Agreement is unchanged. If you find the Agreement acceptable to Montello, please execute both originals and return them to me for execution by Union Carbide. jbr/m enclosure cc: J.E. Walsh 50076 3~ktk uJa/s> 4 - Oh- /r~&,fk/~ ilk Cfi M /r-A. c /~ ' //~ JC'cPiA $ C br 74 Fr f2 C? rrrC^ fo "Cistt/cn-yAjry" 30 {/Airf. ---------- ------------ ----- T --- IA0f /-?a i/f //~& 2? j /t t/vV' ( / f~r A' t /{/ / ff~> A& r~< '02>,(/{/ic AcShA f(* ,, 7) - S* 5rV/ /.* wr -. -- // CCtfrthHt<<'/'if/l<//rJ u*<//7< C{ 14 * W,-f '// A * C0 m/ 7 Afy, kJ,lAA-> /rru^/ / (/-r /Z^r"" 00 z-f // /Pnr' if* uk f-r 3*t/</ fbocfcf. - IaJ Jj l-e /flr-tw A f Mjl /{?<>( 0{P c4'&=>c!(< p3 2rA~c/b( - (? -r<9 f/t/tf t-i s t/mr 0i4 r sAte J> - 0b Z?/^/ ^ Afa 7(a) ibt^ P\J/"$A/ uMrr - T^f7^ fr&ficeL & /& fa.) CuA Ad 3A< ^ CIaJ -7 A / A- f/r' ry^ 'Ch~> Api" l ' b< 1/ A t LaJ m r ( f-7 6> 7 <xi~ '7(4). - 1JPH\ ' J wa )Jf- rf<> 2/ r' ^'ZfSc?V J r7C r/ ~ " te? rrr > y r / ZSS y ' rs \n\.-tZ1sfl'>]>^0^b^bi:(--X-- r</AJ-t' f9ht2ft-^ SALc7Jn*qL'ArnL^c^I!6ezaf//7j '--." $--" 2J(P7 /r " C/^(--_--_--3--U--AL 'c /~/~/y ~^~ ' 9 i/ 7r^e <)h AA] r A&fl & k C-/-L,-Af rny/y ^ Knni'? $40 OS V /D / ^ <p y 5 - //'T' yy - ^77 - c^/ ^ ^ /> 0~/// fvQ/ i-ivt <y/ WJ fj, ;-J /" ^ }/i / i^/l J ^ ^ J/l O. ELLIS GABLE CHARLES P. GOTWALS, JR ARTHUR E. RUBIN JOHN B. JOHNSON, JR. CHARLES C.BAKER RICHARD W. GABLE JAMES M. STUROIVANT W. THOMAS COFFMAN RICHARD O. JONES C. ROBERT JONES SIDNEY G. DUNAGAN JOHN R. BARKER ROBERT E. CRAINE, JR RONALD N. RICKETTS ELSIE DRAPER THOMAS E. ENGLISH J. RONALD PETRIKIN TERESA B. ADWAN DAVID A. BAG LEY JOHN HENRY RULE THEODORE O. ELIOT OLIVER S. HOWARD CHARLES BUTLER AMMANN KENNETH E. DORNBLASER TERRY M.THOMAS DAVID L. BRYANT LAW OFFICES GABLE a GOTWALS a pnorcaxoNAi. comfomation 20TH FLOOR FOURTH NATIONAL BANK BUILDING TULSA, OKLAHOMA 7-4110 October 7, 1982 OF COUNSEL G.OOUGLAS FOX TELEPHONE AREA CODE |B SB2-S20I TELECOPY AREA CODE OiB TELE X 7S-64I6 (GABLELAW TUI) Mr. Ken Campbell Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma 74135 Dear Ken: Enclosed is the Union Carbide Corporation Distributor Agreement, revised as we discussed. It seemed to me that the best treatment of paragraph 7 was to remove it. ,, Very truly yours CRJ:rb Enclosure C. Robert Jones For the Firm 50079 v/ ^ Is <W/r /\p^f/r#cl ,p b / It ~ ,, /A/ t?dr j. a b if 7hr{H6 fA'*'/ /rr U/.O'/> h / e / ^ / lAc#// iU/#<</ ,'frcL/t AA''/*/ TU'ASS s /&<2). 7 /V /S> /) y PA /' /r~r f At J V (P f~ / ftS? P7/f ,g rOc s A & id 14caw w/t rr-r -e, -- ^ [Ar.-j^foxt/ C$ r cp/tj //( Of lA/f C&fr7f*f(yr 4 /s J C4 w? W //% nof , A& ^//a&w Ow/c t U/ffrrA fl_C /A-ye fr-7 fr .y j. / " W SO - uj e hr-f ?</, C frO iP i-g Li/ /n y hw PiAAy^yj-, ~ Ay$ tj yy / r? i/ / s yh~^ty ^ y //-y iAc&r-* yOwU </c, -- tAax A? $ y A ~ A/a 14J / a /A yc 9La f ^W~< 4^ At At A7 s r-r4^ 5 // A' V-^ fP-yr /r~S 'MW) o, L/AA $// YC , - ~~ Ala S A(P/t7 CW AAA^ <T Ac$y)y A Ay \//c/<y cw/ j y ww^Uc/ti ^/~t c&a l(A c/^i/f jA Jf-e/>fnf) a Ama.''r-tnArr Orrt AA f/ " yrfr~V A Ae/r-r LaJp tt // && A 'H^r^ /Ay cy/i . uj? /Ar-* Afy^-n-r// yypjfrto //< i/u A'p Coptfc/ / e \S " * ' / V ^ T. y-ecS*//<-, //As/ /y AyuO/* tt ^^ 7 /Owo A :-~/J // / V r S' K-. S' y^ ^'SO PfyAo/ti 4id/i /Tii ut! f rUr'a/A'f ^// /# /? Finnsn UNION CARBIDE CORPORATION DISTRIBUTOR AGREEMENT This AGREEMENT, made as of the 15th day of July, 1982, between UNION CARBIDE CORPORATION, a New York corporation having an office at Old Ridgebury Road, Danbury, Connecticut 06817 (hereinafter called "Union Carbide"), and Montello, Inc., 6106 East 32nd Place, Tulsa, Oklahoma 74135 (hereinafter called "Distributor"); 1. DISTRIBUTORSHIP. Union Carbide hereby appoints Distributor for the resale of those "CALIDRIA" asbestos products listed in Exhibit A attached hereto and made a part hereof (hereafter called "Products"). Union Carbide shall have the right at any time to make additions, deletions or modifications to the Exhibit A, set forth herein by giving Distributor thirty (30) days prior written notice of each such revision. 2. SHIPMENTS. (a) Union Carbide agrees to sell and Distributor agrees to buy for resale and shipment to Distributor's stocks, or Distributor's customers, carload or truckload quantities upon the terms and conditions herein set forth. (b) Distributor agrees to maintain in its own warehouses such quantities as Distributor shall need to permit satisfactory service of customers. 3. PRICES. (a) The purchase price and accessorial charges for Products sold and delivered to distributor's stocks or distributor's customer shall be those set forth in Exhibit A. (b) Distributor shall pay to Union Carbide as part of the purchase price the amount of all taxed, excised or other governmental charges that Union Carbide may be required to pay on the sale or transportation of any Products sold and delivered hereunder, except where the law otherwise provides. 4. DELIVERY AND PAYMENT. (a) All Products purchased by Distributor hereunder shall be deliv ered to Distributor's stock or to the Distributor's customer and title shall pass f.o.b. Union Carbide's shipping location. All transportation charges shall be paid by Distributor or by Distributor's customer. 50081 -2- (b) Terms of payment shall be net cash thirty (30) days from invoice date. (c) Union Carbide reserves the right at all times, either generally or with respect to any specific order by Distributor, to vary, change or limit the amount or duration of credit to be allowed to Distributor. Without limiting the generality of the fore going, all deliveries hereunder are subject to the condition that all indebtedness of Distributor to Union Carbide due be fore the date of shipment shall first be paid. 5. ACCEPTANCE OF ORDERS. All purchase orders hereunder are subject to acceptance by Union Carbide at its King City, California, office. The right to reject any order is re served by Union Carbide, even if a previous quotation has been made. An order is accepted by Union Carbide when shipped or when it is acknowledged in writing. 6. TRADEMARKS. Distributor shall not incorporate under or otherwise make use of the name of Union Carbide or any of its divisions or subsidiaries, or make use of any trademarks or trade names of Union Carbide, or any trademark or trade name which in the judgment of Union Carbide is confusingly similar thereto, or make use of any sales promotion or literature, displays or stationery of Union Carbide, without the prior written consent of Union Carbide. Distributor shall not alter or remove any trademark or trade name applied by Union Carbide to the Products at its manufacturing facilities. Distributor's covenant under this Article 6 shall survive termination of this Agreement. , 7. WARRANTY. (a) Union Carbide warrants that at the time of shipment all Prod ucts delivered hereunder will meet Union Carbide's applicable standard specifications for such Products in effect at the time of shipment or such other specifications as Jrfave been expressly agreed upon with Distributor in writing. #"'THERE ARE NO EXPRESS WARRANTIES BY UNION CARBIDE OTHER THAN THOSE SPECIFIED IN THIS -j ^--ARTrCEETQ/ (a). NO WARRANTIES BY UNION CARBIDE (OTHER THAN ' WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COM MERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 50082 - 3- (b) Distributor's receipt of any Products delivered hereunder shall be an unqualified acceptance of, and a waiver by Distributor of any and all claims with respect to, such Products unless Dis tributor gives Union Carbide written notice of claim within thirty (30) days after such receipt. No claim against Union Carbide of any kind, whether as to Products delivered or for delayed delivery or for nondelivery of Products, and whether or not based on negligence or warranty shall be greater in amount than the purchase price of the Products in respect of which claim is made. Without limiting the generality of the fore going, Union Carbide shall not be liable for any special, incidental or consequential damages whether or not caused by or resulting from the negligence of Union Carbide or breach of the warranties by Union Carbide hereunder. (c) Distributor represents that it has full knowledge of the haz ards involved in handling and using Products and that Distribu tor has advised its employees, independent contractors, and others, including customers of Products from Distributor, of said hazards. Distributor further represents that it is in compliance, and will comply, with all federal, state and local laws, regulations or orders governing use and handling of the Products. Subject to the agreement referred to in paragraph (d) below, Distributor assumes, and agrees to indemnify and hold Union Carbide harmless from, all claims, damages, loss or liability due to any personal injury, death or property damage arising out of the handling or use of the Products by Distribu tor or its employees, independent contractors or customers (including their employees). (d) Union Carbide and Distributor are the parties to an Indemnifi cation Agreement dated May 6, 1982, which is attached hereto as Exhibit B and is expressly made a part hereof. 8. PARTY RELATIONSHIP. This Agreement shall not create any employer-employee, agency, joint venture or partnership relationship between Union Carbide and Distributor. Distributor is not authorized or empowered to act as agent for Union Carbide for any purpose and shall not on behalf of Union Carbide either enter into any contract, undertaking or agreement of any kind whatever to make any promise, warranty or representation with respect to the Products other than such as may be published by Union Carbide in its advertising and sales promotion materi al. The status of the Distributor shall be that of an independent contractor only. 9. FORCE MAJEURE. Neither party shall be liable for its failure to perform hereunder (other than its failure to pay money) caused by circumstances beyond its control, including but not limited to acts of God, fire, floods, wars, sabotage, acci dents, labor disputes (whether or not it is within the power of the party to 50083 -4- settle the same) or shortages, government actions (including but not limited to priorities, requisitions, allocations and price adjustment restrictions), inability to obtain material, equipment or transportation and any other simi lar or different occurrence. The party whose performance is prevented by any such occurrence shall have the right to suspend or reduce deliveries of Prod ucts during the period of the continuance of such occurrence and the total quantity of Products deliverable under the Agreement shall be reduced by the quantity of the deliveries so omitted. In the event of inability to supply the total demands for Products covered by this Agreement, Union Carbide may allocate its available supply among any or all customers as well as depart ments, divisions and subsidiaries of Union Carbide. Any such suspension, reduction or allocation in the quantity deliverable hereunder shall not be greater than the percentage reduction to other customers or departments, di visions and subsidiaries of Union Carbide taken in the aggregate, unless mutually agreed upon. In no event shall Union Carbide be obligated to pur chase Products from others in order to enable it to deliver Products to Distributor hereunder. 1. DURATION AND TERMINATION. (a) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until terminated, with or without cause, by either party giving to the otbrnr party written notice of termination at least thirty (3fl^aays prior to the effective date of such termination^ unless earlier terminated as provided in Article 11 (b). The rights and obli gations of the parties under this Agreement shall survive any termination of this Agreement with respect to all orders ac cepted pursuant to Article 5 above and Products delivered here under prior to the effective date of such termination. (b) Union Carbide may terminate this Agreement at any time upon written notice to Distributor if (i) Distributor files a peti tion in bankruptcy, (ii) Distributor makes a general assignment for the benefit of creditors, (iii) a receiver for Distributor is appointed, (iv) Distributor become insolvent, (v) any person who at the time of execution of this Agreement was participat ing substantially in the operation or ownership of Distributor dies, is incapacitated, removed, eliminated, resigns or with draws for any reason from Distributor, or (vi) Distributor shall be guilty of a breach of any of the provisions of this Agreement and such breach has continued for ten (10) days after written notice of said breach from Union Carbide. Any termina tion of the Agreement pursuant to this Article 11 (b) shall be in addition to and shall not be exclusive of or prejudicial to any other rights or remedies at law or in equity which Union Carbide may have against Distributor. 11. ASSIGNMENT. Any assignment or modification of this Agreement by either party without the prior written consent of the other party shall be void. 50084 -5- 12. EXECUTION AND INTERPRETATION. (a) The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York. (b) No change in, addition to, or waiver of the terms or conditions hereof shall be binding upon either party unless approved in writing by an authorized representative, and no modification shall be effected by the acknowledgement or acceptance of re lease or purchase order forms containing other or different terms or conditions whether or not signed by an authorized representative of such party. (c) It shall be a sufficient giving of any notice or other communi cation hereunder if the party giving the same shall deposit a copy thereof with the United States Postal Service in a re gistered or certified envelope, postage prepaid, properly addressed to the other party at the address herein above set forth or at such other address as the party shall have herefore in writing designated. The date of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. gx C /=> f-t & f m f~r (d) This Agreement supersedes aslof the date hereof any existing agreement between the parties!relating to the purchase and sale of or solicitation of orders for Products including, but not limited to, that agreement between the parties* dated November 30th, 1970. (e) The article headings used in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of the terms and conditions set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. UNION CARBIDE CORPORATION METALS DIVISION By. By. Title Title VICE-PRESIDENT 500!?5 UNITED STATES POSTAL SERVICE OFFICIAL FUA1NIA* RETURN TO PENALTY FOR PRIVATE USE. 1300 ,, , Monte!lo, Inc. (Nama of Sandf) 6106 E. 32nd Place (StTMt or p.a Box) Tulsa, OK 74135 1 (City, Stata, and ZJP Cod*) idraoau Ntfiuau zsei *inr *i lseuijoj sd 50086 oQPO; il UNION CARBIDE CORPORATION OLD RIDGEBURY ROAD. DANBURV CONN 0681? LAW DEPARTMENT September 15, 1983 Kenneth N. Campbell President Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma 74135 Dear Ken: At Jack Walsh's request, id herewith are (i) a revised draft of the amendment Distributor Agreement between Montello, IncT and Union Carbide which authorizes Montello to engage Ashland as its agent and (ii) an indem- `` ' i Carbide and Ashland which .fication arrangement be- lave approved these drafts, Sincerely yours, William F. McClure, Jr WFMc/jef Enclosure cc: R.F.X. Fusaro W.C. Thurber J. Walsh (w/o enc) 500R7 2. Union Carbide shall hold harmless and indemnify Ashland from and against any liability arising out of the resale of Union Carbide asbestos products as packaged by Union Carbide, provided that Ashland shall not have changed, processed or re-packaged such products in any way nor participated in the distribution of any Union Carbide asbestos products which have been changed, processed or re-packaged by others (including, without limitation, by Montello) nor acted in a negligent manner in the course of handling and reselling Union Carbide asbestos products and provided further that Ashland shall have complied with all reasonable actions recommended by Uhion Carbide and/or Montello from time to time for the purpose of informing subsequent purchasers and users of Union Carbide asbestos products as to the safe use and handling of such products. It is agreed that Ashland's responsibility to inform is limited to taking reasonable steps to see that the information reaches the user. Notwithstanding any other provision of the Agreement, Union Carbide shall have no obligation hereunder with respect to resales of Union Carbide products outside the United States of America or for export from the United States of America. 3. Ashland shall give Union Carbide prompt notice of any actual or threatened legal action or claim of which Ashland has notice and which would be covered by this Agreement. In addition, Ashland shall cooperate in all respects with Union Carbide in the defense of any such action and shall supply such information and lake available such witnesses as may be required to permit Union arbide to undertake whatever investigation and defense of the 50055 2 matter Union Carbide deems to be necessary. Union Carbide will defend at its expense any and all claims against Ashland arising out of the resale of Union Carbide asbestos products as packaged by Union:Carbide, whether or not Union Carbide is a party to the action. Union Carbide shall have the sole right to defend or settle such action with attorneys of its own choosing. 4. In the event that facts are disclosed to Union Carbide ' i Cc~-^i t\ Sv- \Kfr , C r 6c i > r r , .. j 4^, ^ which ia-t-he rfraoonably oxeroipcd- opinion-o4? -Union Carbide would PfOetacA s UU A Mlc. C . < U-I i'3-> C. A* c?Vw ' jirifeifj I In iiiipH'TtTTrfflriTf 11 illi i 1 i I ftrhlnnd irn1>`pend<nL nf any liabilitv^xm.. the-"T^rbld-e. Union Carbide will notify Ashland of its position that Ashland may be separately liable, and Ashland shall defend the suit on its behalf. Both parties specifically agree that they will use their best efforts to resolve any differences of opinion in this question of independent liability so as to minimize the cost of defense of claims. In the event that Ashland fails to cooperate in the investigation or defense of any actual or threatened legal action or claim covered by this Agreement, Union Carbide may terminate its defense and indemnification of Ashland upon twenty (20) days written notice. 5. It shall be a sufficient giving of any notice or other communication required hereunder if the party giving the same shall deposit a copy thereof in the Post Office in a registered or certified envelope, postage prepaid, properly addressed to the other party at the address hereinabove set forth or at such other address as the party shall have heretofore in writing designated. Ihe date 50056 3 of giving any such notice or other communication shall be the date on which such envelope was deposited as above provided. The Post Office receipt showing the date of such deposit shall be prima facie evidence of these facts. 6. Un-ion Carbide shall have the unilateral right to terminate this Agreement fdr any reason which it deems to be sufficient upon ninety (90) days written notice with respect to the sale of any of its products after such termination. Upon the expiration or termination of the agency arrangement between Montello and Ashland for the distribution of Union Carbide asbestos products, this Agreement shall terminate with respect to liabilities arising out of any resale of Union Carbide asbestos products thereafter occurring. 7. In the event that the indemnity provided by Union Carbide to Ashland hereby terminates, said termination will'be without prejudice to the rights of the parties to seek, by way of cross-complaint or subsequent action, equitable contribution, equitable indemnity, comparative indemnity and/or contractual indemnity each against the other for any claims asserted by subsequent purchasers or users of Union Carbide asbestos products or by Montello. 8. The validity, interpretation and performance of the Agreement shall be governed by the laws of the State of New York applicable to agreements to be performed entirely within such state. 9. This Agreement contains all of the representations and 4 50057 C aicclHa asbestos__________________________________________________________ UNION CARBIDE CORPORATION METALS DIVISION 17 EXECUTIVE PARK DRIVE . ATLANTA, GEORGIA - TEL: 404-321-B600 EXT. 340 October 20, 1983 Mr. Ken Campbell MONTELLO 6106 East 32nd Place Tulsa, Oklahoma 74063 Dear Ken: Confirming our phone conversation yesterday, Gordon Dickson, Jim Kelly and I will arrive in Tulsa on Tuesday, November 8, somewhere between noon and 2 p.m. We will have a rental car and drive over to your office when we all arrive and have our business review/sales meeing with Harry, Allen, Chuck and yourself. Agenda items for the meeting include: 1983 sales and drilling activity 1984 outlook in the drilling industry 1984 pricing Field monitoring of drill rigs, past, present and future WOrk Practices legislation for the drilling industry Halliburton/Shurelift situation Offshore Telvis sales outlook Ashland Chemicals Oil Field Products Group y <2-r^Z, Whatever agenda items we may not be able to cover at the office can be discussed during our joint dinner. I'll leave the restaurant choice and reserva tions up to you. We have reservations at the airport Sheraton that night for ease of departure the next morning. The agenda covers many items of our mutual interest, but if there are others not included that you would like to include, please let me knew. We expect that our joint discussion of the agenda topics will assist us both in increasing our asbestos sales to the drilling industry. Very truly yours. JEW/dlb J. E. 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'?y ' i .............. -- -- ? - -- -- - I i i _1 - ''i V - j i ,| H | .. ---- i i . Jj . . -- j i ............... | j . .... i1 ' ------ ..... ^ -. /5~'*- ~ j? * t sS&t*^> (^/ -57 4^ G-^&T7^ '"^VV -- '^O, C? O C? ' y3y V & e? C*-^Xs\J-kr^/ r^-. (j^y^rjy -a...-;zrv ^ (:/$'") jy* / c ^ *yy^~ y^y~ ^<? (9-y (fit9'*#] _____ .............................................. / s~^ <--^j^r^ X>- ; . ;............ y ^y~^ --^w / ' -JL "V \\ 1] -/ 501B4 U- C. C, /, ..... -Too - ^ML^.^42. Pd-^^an^ 7z.`.___ /<Z /X____ h-^TlTpt j&V-r(z/ ....... ^7J?^_9 y' __............ ............. ..... ~ ' <?...rr XjLJ-r-- 7^<f 6 J_________ .._. ^ >W. '~fr^<ys(r\ & o , Ay- J Q 7 X <77X^ ^ , S^*~TZ- * 7 76 ^ 50if>5 v/z x - Vf,,/ 7%^ 5 0&*+rfrt ^r'Sr+r S74%s C " X~ /t--?^ / ^ l/o M ^ /^\ ^, +o caff X/---- /^ Xy^- fo i>~y*r *f/-ts- r?c/?/r -- tr 50148 >7 Z! litoQT .///<*/, p*/ci TmK ur*/i > fo-e&rf z /r<c p.-f" g'/v/c Irrs*//? ~> ' r-- # 6&r<yet' S/xj* ^ 1/ St/> if r< J> ? tft/'- S o fTffi t?r~ 0 /, T^Vrr^ 7~Z-X X, X^ Si /X^ *f ^^ ^ l/S J ^ rt-r tf . ^ X}/ /^77 C TaJM /'Ar~fca f/? S7*-**>sXfA^isX ^ r0 (a n X /7 # A t, C% f-tufib tj' /^f7 ^ /?Pt fr 'f p7 c fj pu/? / /(* *U 7 ;w// /'7~r / f~7 A SAV C{fltfOA kJf'// A r? ya 4 // c a fg 'gj Cj/Z-erAscP F?{; ZtAtegrj f A/h - - t * *At ' l'"J {/---S Jv # C /Tf P " So, $ / 'at ft ^ .^...... r tA/t'S A /f X. --h / y/ ;x a /->y /V? 0 S7J Ssrr gsXr> - U/i'l/ A-e r-**afy a/A-fh a/~ r~< ct/s -fr~s ~ A.7fy Jc-et/' tpPcAz . @ S CrAc, /W, - . ^ 6, - L `g* So 'frf'Jcf'/-'? P tr-i C01A !/ C<?lt/70h Af 'at q7 f ~~ AA/~0 6U-r~J npfX re iXfirrtrtvi {/Aetf foaif <@ r~LA td/A. k S/ftAr^ rz g fir'T-, 50150 10NTELL0, INC. MUD REPORT . Title TTf.U K\A - Sample Description _____________________ ?NV>o\vof\ ?A w.oomaT 0> FViiUp. 3) FWW? V-PQMy 3.c \mi23- Bate uonm y.v-n\.________ ________ O V-O.O umA \iA. \ O^ Weight (lb/gal) 600 Reading 300 Reading Plastic Viscosity (cp) Yield Point, lb/100 sq ft Apparent Viscosity (cp) 4.H LS LO 4.0+ L3 0 u 4.0 50 0 4U OS Initial Gel 10-HJLn Gel Beckman pH API Water Loss 4.3 H5.Q 0 n qo WO CS 4 9 H.P.-H.T. Fluid Loss Cake Thickness (1/32's) Mud Alkalinity (Pm) P-Alkalinity (Pf) M-Alkalinity (Mf) Chloride, ppm Calcium, ppm Total Hardness (as CaCO-0 Solids (Z by Vol) Oil (Z by Vol) SI o n 0.0 o.\ no - <0.1 <o.\ <C).\ o.\ o.\ c\.\ ofvom o\im & \.LL0 VSta 3.4.50 3340 3;*n '4 4 J4 O nn MBT (0/bbl) Remarks: <3___ ___ L_ ___ L_ By: 50151 DISTRIBUTION R. E. Byrne - Niagara K. Campbell - Montell G. L. Dickson - Niagara B. L. Ingalls - Niagara A. Johnson - Montello J. L. Myers - King City J. E. Walsh - Atlanta UNION CARBIDE CORPORATION . METALS DIVISION . 17 EXECUTIVE PARK DRIVE ATLANTA, GEORGIA . TEL: 404-321-6600 EXT. 340 PebAuaAy 18, 1983 Montcllo, Inc. 6106 East 32nd. Place Tulsa, Oklahoma 74135 ATTENTION: Ken Campbell - PAesident Vear Ken, Enclosed are UaA.ee copies ol a AepoAt Aeviming the subject ol SupeAvisbestow paoduct quality, test method* and end use peA&oAmance. The AepoAt was undertaken to thAoughty Aeview the* e * abject* In oaxLca to have the lull picture in establishing viable pao duct ipecilication*. Vue to the *ize and length ol the Aepont I am sending it to you now so youA people will be able to Aeview it pAioA to oua annual meeting and coAAespond back to as any question* oa cloAilication* you have on the Aepont contents, so that we can addA.es* them at the meeting. In AeganxL to oua annual meeting we would like to suggest Monday, MaAch 21st as oua liASt choice and Monday, MaAch 28th as an alteAnative. The MaAch dates weAe chosen so that we could include Bob ByAne who is AetiAing at the end ol MaAch. Othen agenda items Ioa the meeting in addition to the AepoAt can be discussed when you let me know il the suggested dates would be woAkable Ioa you. Best AegaAds, JEW/tlg Enclosure J. E. Walsh Manager. - Vis tributeA Sales 50153 ' n?Ui`);j i ^ ic l. L L l W<L X2S___________ UNION CARBIDE CORPORATION METALS DIVISION . P. 0. BOX 579 NIAGARA FALLS, N.Y. 14302 - TEL: 716-278-3376 June 24, 1983 Montello, Inc, 6106 East 32nd Place Tulsa, OK 74135 Dear "Calidria" Asbestos Distributor: The "Calidria" Asbestos Sales Department will relocate from Niagara Falls, NY, to the Union Carbide consolidated office in Pittsburgh on July 10, 1983. Contact after that date should be .as follows: Union Carbide Corporation Metals Division Robinson Plaza II, Route 60 Pittsburgh, PA 15205 Telephone: 412/787-5830 Please continue to place orders directly with your salesman or King City, if you do so now. If you placed your orders directly with Niagara Falls, please use the address above. Thank you for your cooperation in this matter. Very truly yours Gordon L. Dickson * Manager-Asbestos Sales GLD:dac CC: T. P. Norris J. E. Walsh 50154 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 <918) 665-1170 / TWX 910-845-2396 November 15, 1983 Mr. Stephen E. Foster Market Manager Oil Field Chemicals Specialty Chemicals Division Union Carbide Corporation Old Ridgebury Road Danbury, CT 06817 Dear Steve: Many thanks for the use of the "book". We look forward to future opportunities for returning the favor, and especially to any prospects for mutually profitable joint marketing activities. Best regards./ Montelloy'inc. K^rineth N. Campbell KNC/ca Enel: (1) 50155 ..................... . ---<K .... Zq-f..... --.....-<^3=7 . .._ ^ C^/=2-^-^ ___ /? -C...j ... ^~r *y ^C^~D <>^~D......(h^\ a^> jP, JZ V2 jes s^C__ . ^ --4v^ ^C<H~ *" /^4tA ........ / ^5- ................................................ ..... Y, JUu. yt/J' -`V /. Ck^L/j? 5-7 Ks^&> . (". //? - .. </ ` ^<1 r ^ ^ S-?~( r *^5 *^k-Stes(f? 0J1S 50156 L 10 S *s-4...... _r'/ t-r~^nr) <*My' 0 _5~ '6 'VtV `V'zT/ ^Ys /, // C '// 0/ - *v, ! '1*6 -/>y = '< C T^O 'I J _- .........y / 'V-Ay y/ 'a/ So -n / m >0 - U, sr ................'X? T^/ <?c X / '> ..................... -- - ... . Vj - //? '-v/ '"'Yr ^ ^y sc '$ C7^--A-^2 s (f Jc V s/rf 'Ls ^y - 'S)J [ '^V ....... y y/ --T---r"s^*--- VSj '~*tf rwv<7 ^2ntZ-^^~' ~~^'/ ^ srr^ X . ^A^K-t-7ry -~s> /'V'' /n~a-?p ' %**> _jZ/ \j{p '-. /*-^sr&f... ^<^n -A 'S2r3Q^~ ` ^tT '... /y-r^y^ V cS/f//P fatyz? r*Tf/v? f>& MONTELLO EXHIBIT A (Effective January 4, 1982) "Calidria" Name SG-104 SG-200X SG-201 SG-204 Product Form 1/4" Pellets 1/8" Pellets Crushed Pellets 1/4" Pellets Packaqinq Bulk 50 lb. Bags 50 lb. Bags Bulk Montello Name -- UNIVIS CSV/SHUR Price, $/2000 lb., FOB Plant 128.00 210.00 200.00 ic'/zd lo$ |: 167.00 Note: Bags are individually shrink-filmed at no extra charge. Prices are based on loose loading of bags (not palletized) in railcars or trucks. Extra charges for special packaging and other services are noted below. Open trucks can only be used if dust and siftproof bags are palletized and shrink-filmed. Special Requirement Palletized & Shrink-Wrapped Pallet Marking each bag Unidentified, based on labor rate of Re-usable pallets returned Added Cost $21.00/2000 lb. $ 5.00/2000 lb. $19.00/hr. -$ 6.00/2000 lb. (credit) 50158 MONTELLO EXHIBIT A (Effective January 1, 1981) "Calidria" Name SG-104 . SG-200X SG-201 SG-204X SG-204 Product Form 1/4" Pellets 1/8" Pellets Crushed Pellets 1/8" Pellets 1/4" Pellets Packaging Bui k 50 lb. Bags 50 lb. Bags Bulk Bulk Montello Name -- i CSV/SHUR -- -- Price, $/2000 lb.. FOB Plant 116.00 180.00 180.00 154.00 147.00 Note: Bags are individually shrink-filmed at no extra charge. Prices are based on loose loading of bags (not palletized) in railcars or trucks. Extra charges for special packaging and other services are noted below. Open trucks can only be used if dust and sift- proof bags are palletized and shrink-filmed. Special Requirement Palletized & Shrink-Wrapped Pallet Marking each bag Unidentified, based on labor rate of Re-usable pallets returned Added Cost $20.00/2000 lb. --------$ 5.00/2000 lb. $17.00/hr. -$ 6.00/2000 lb. (credit) 50159 '#r~ ); v/i' ftn kfj/. - S>&W ^ '^/>V (Tcka A ut* / i A /< >7a r 3 t/d Ae A ?~t /wt? s/^ft //A/4a / - A/a^ <?(9 > i//1 - JT ,,-rr A/W */f - Ly Ctlk *> 70fl/sr~J:/*r. /rj/cffy m/ ^ ^ y *Vr A ^ e (/ - Mr ?) *~ /* Z' ZypZfi ~~ JwmcA ^//t/h/t- 6? / '\A Cca r (A C H & &? < , Pr z' v // y A /AC A cc M r-Js*// As Aa ft /Ac) s' f {.A / C S- /--? ^ ^ ^4 /J//Z As?//# ft-/&1A / 7"/ W 3, Jr 7" ^ J(pfr J'y 'ft/ny A ss u-e /jh ^ y /? ,'y A f's-t A 'ft (p. Cj-efrrs.J/YAr^ A/sue As{ Afr . pu JL, /<3v r '/-, S (r . AsS' /A/-'S~r sj, / 3, As ft ( , ,......................... A# Z^/A/A py/~ oJ~ Jys, J) 'nSj/Zy /r-JAA-C e A**/ 7ft V /Z^e /c I ft C/Sft 1 ftTi/sy ftTsst s /fy A />->_ ~7. A < s/ft s? ro({y; ft /e At $. ' &y f A A a Arf A C^u / 50119 OSTOS ~7& d d ^ ^1^0 (f- . \/3 i 5 ^-/'y P $ T-/ :*7- ^J~j 5 'W y < M yyl< " <" - ,$wr m y,/ - a7* 5/v? \ -^~~rm CZ7y M/ ' W K? (^=rnf^ \ V/ 5/ yii 2< . '/v y 9j:^y Hy$Afl2j *^L>tpc> ^)-ji?j} >^vy /' CfiH o.fn j s & u r~ uj; Cfx~t} $ <s $ (/{'f * /j 7fiy ! /. fbfcW /3 #<rD ^ 7 J07lisfL^Y*LU-^^ {QsC^IjLs^*' do irtf- /0 i^h UpQ ft 6? o 7^u&/ 3o<po 7^0 If/*- tIjL? ^t 9 3?J7u\ jJ'fiAJi U/a3$i^ I - y- C+jk f fyfor-< -f-<? 9 p- r-Tp p$ , <4V /*<?/ ## ^rePZl. f---prs. et<S -f'/ft.y ft6 XtrJ-"* - </r~0 n-r /pc 7 d i? ?/ 50.1.21 UNION CARBIDE CORPORATION OLD RIDGEBURY ROAD, DANBURY, CT 0B817 F. V. McMILLEN PRESIDENT - METALS DIVISION March 19, 1984 Mr. Ken Campbell President Montello, Inc. 6106 East 32nd Place Tulsa Oklahoma 74135 Dear Mr. Campbell: On April 2, Union Carbide is consolidating its worldwide tungsten, uranium, vanadium, and chromium businesses in a new wholly owned subsidiary, Umetco Minerals Corporation. At the same time, we will be forming a wholly owned subsidiary for our asbestos business called Calidria Corp. It is our intention to divest the asbestos subsidiary if a suitable buyer can be found. We feel that a company organized for and committed to developing the full potential of this business will serve our asbestos customers better, long term. As you may know, our metals operations primarily serve customers in the metals industry, while the customers of our asbestos business are usually in other indus tries. We appreciate your business and your support over the years, and Calidria Corporation will continue to supply and service your needs in the future. 50122 THE WALL STREET JOURNAL 0a` Ford Motor Recalling Church's Fried Chicken Thursday, March 22, 1984 Z>0 ManagementPersonnel Notes x 16,826 Cars and Trucks Taps Imasco's Shermcm Instron Sees lst-Period Net ' Exceeding Year-Ago Profit :. : * . # * ' f * - I- For Two Top Positions' Bu a WallStreet Journal StaffReporter v NEW YORK-Instron Corp. said .lt ex ' , DEARBORN, Mich. - Ford Motor Co.- pects first-quarter earnings "will most likely- .1 ap- Ing March 31. William S. Mowry Jr., vice said it is recalling a total of 16,826 cars and' exceed" year-earlier profit, but wouldn't say;: ' ;st in nnond straducts vice GTE nit of s and Mo) -- ef e> , wa : cor -Johi ilden i ne\ ion o /roes ianle' lit. Ii . I pres Iseeds president, will succeed Mr. Luiso as group operating officer, International Food Group. Mr. Luiso will continue as senior vice presi dent. Sunair Electronics Inc.-Everett A. Coo per, 61 years old, president of this communi cations equipment maker, will retire Sept. 30, but will continue as a director and mem ber of the executive committee. A successor hasn't been named. Mr. Cooper Joined Sunair-as a consultant in 1973 and has been president vinca 1974. Union Carbide Corp. (Danbury, Conn.) Frank V. McMtllen, currently president of the metals division, was named president of the new Umetco Minerals COrp. subsidiary. William G. Aleslo, William G. Beattie and William C. Thurber were named vice presi dents of this unit, which will be responsible for the parent's world-wide mining, milling and minerals exploration activities. The changes take effect April 2. New England Mutual life insurance Co. (Boston)-Three executive vice presidents of this insurance .company:.. Herbert J. Boothroyd, Robert A. Shafto and Ralph F. light trucks to correct separate problems in volving faulty emissions controls and trans missions that may fail under certain cir cumstances. The emissions recall covers 9,426 of Fords 1984-model Escort,. EXP and Lynx subcompacts that may have been assembled with a blocked vacuum line, which would in terfere with emissions controls. Ford said it discovered the problem in emissions testing it an assembly plant. ................. ' In. addition, Ford said it is recalling 7,400 if its 1983-model and 1984-model light trucks tnd utility vehicles equipped with automatic ransmisstons. It said the transmissions may ail in extended periods of extremely cold veather-minus 20. degrees Fahrenheit or onger-because the transmission fluid may hicken too much to flow freely through an tuxiliary oil cooler.. If that happens, the ransmission may fail. Ford said it received J45 field reports of such problems. .. Ford said it will install new auxiliary oil coolers on affected vehicles,in northern areas likely to experience such cold for ex By a Waix Street Journal StaffReporter SAN ANTONIO, Texas-Church's Fried Chicken Inc. stepped outside the company and named Richard F. Sherman president and chief operating officer, effective April 16. Stir. Sherman succeeds Roger Harving, who resigned as chairman, president and chief operating officer last October. . ; "This is a key step In our plan to build a strong new management team for the com pany," said J. David Bamberger, chairman and chief executive officer and a founder of the fast-food chain. "For the past several months we've been carefully searching the country for an executive with broader di mensions within the fast-food industry than we had within the company," Mr. Sherman, 40 years old,' has been group executive vice president of Imasco USA Inc., a Rocky Mount, N.C., restaurant operator and food-processing concern. Ima- tended periods. The vehicles are certain Ranger trucks and Bronco II utility vehicles equipped with 2.8-liter V-6 engines and F-250 and F-350 trucks with 6,9-liter diesel en by how much. ? In the year-ago quarter, Instron had net- Income of $278,800, or 14 cents a share,' re stated for a 2-for-l stock split, on sales of ; $14.9 million. Eamiftgs Included a $68,000 tax; . Credit. .. ;: . ,. Speaking'before analysts here,. Harold Hindman, president of this makepof instru-' ments for advanced materials testing, cited increased domestic orders. But the company said first-quarter net wouldn't exceed profit' in the fourth quarter, when the company^- earned $1.1 million, or 55 cents a share, on; . sales of $18.6 million. . . Mr. Hindman also said Instron expects records sales and earnings for the year, but* wouldn't be specific. .... ? sco USA is a unit of Imasco Ltd. of Canada*, a tobacco, fast-food and drugstore con cern. : , " ... : i - Church's has had little or no earning, growth for the past two years. For 1983/ Church's reported net income of $31.6 mil-' lion, or $1.66 a share, compared with $41.6 wood, Vemi, were named directors, increasing the firm. He succeeds Donald Fr Dvorak, who gines. , - ; million, or $2.19 a share, the year before., ; Gard board to 17. . . remains head of the executive search divi flhbo- McGraw-Hill Inc. (New York) -Harold sion in Chicago and the Midwest. , JQNG DISTANCE ROSEJ^"pJace- W. McGraw III, formerly director of corpo Sears, Roebuck & Co. (Chicago) ^-Rich i from emerieneral , N.H., epress John nthony rate planning, was named to the new posi tion of vice president, corporate planning, for this publishing, broadcasting, financial and Information concern. Mr. McGraw is the son of McGraw-HU] Chairman Harold W, McGraw is the son of McGraw-Hill Chair man Harold W..McGraw Jr*' . Peat, Marwick Mitchell Si Co. (New ard S. Landau, formerly head of the mort gage-backed securities department of Dean Witter Financial-Services Inc., a New Yorkbased unit, was named executive vice presi dent and national manager of the new mort gage services division.* - Zapata Corp. (Houston)-thomas S, Me-' Intosh, executive vice president and chief ONE DOZEN . Premium Quality Long Stem COLORADO ROSES -1 v,-i ,1-Drttwred owmlghl virtually mywhtu Mr'. BEBSW ,, .- . vs* -re*; ;y?fe^swgefa:y'T.J-OAJ*..L* LMMeaFjoRr rEreEdli card 1-800-421-5231^?:^ poper- York)-Dwight E. Foster/, currently in operating officer,- and J.B. Harrison; presi ' ` ctlon guaranteed .. a__ " V`-v- . - --A.--, '*?** <-* - rprod- charge of the executive search, division in dent of Zapata Exploration Co., a unit, were >s, was New York and the Northeast, was named named directors of this oil. gas and natural, He sue- head of the executive search division for the resources concern, expanding the board to fV'Surcharge for order* delivered between May 11lh-1_ sretir- U.S., effective July 1, for this accounting nine members.. . . , rr > I ! SSTOS /[/# {ft $ ,,, /f76A> xSr'f ,,, fibf i7b\1 XrP <W- ?A0 ~7~~^X f / s Ax t S At ///&{/ tr' 7 1 ^ Ctrf- c/*c.'{,* fi/-r fo s-f/- c^1 S- ;^///f.. ^ A1//?, V/> ^ -7A Ss-i </ t*r 6^6. v,<* ^///, - tsyitfa ^ > ,,r c * ^ AA(i/a r'- /-7 0d^{iA ^ 7^7 7^? f'u f--f/ t*/~T?<*T/*a Ca ) t t/f" /6\ h St *? Ar f l fA/ft>, 6t /--7 A} rt ' 9AA/b' "$144 /f p> t'V CP /o 6f 6~? /-rtf ^ P/SA~~<r Alzt M`S/" / ~ f 6A y X//--(? M> tA A f--l^ ^ r rAy J> X( A'/ X $ & c//7?//'/A7 5 S/~ s ?/-lS / S if (A 6i f( / 0S~ A? A? /7^/< S^j-6 */:</f~f Vr fft /> * t sfpf) < & <y, <d< W f t 0 /ofr s / Xa !/t f& t t/X /r A /~A Vk /a3 6\ c ^ (/ $ c~i (a A c/f a 7 A'f-ne - - 7iA yt-i y- fr ............ / d~ /~nf" /A n *?i w ,J Ct ' ~(* ( Ov \A IJ a /6 Cr j/'ft fM f x/ tr 0 / d A A r*~ n--t C~f / At ^ /?-? / 6) l^-i r f t r~ (/ 'ffn ^ ^ o/,^ a4t h> , C d / iAcft-i~~ dc ^ -t) _ ifnr-rdfi1sf~<7 ^^ fr-dx a 7 A fbA. cJA Lf h 'j A $_T ,l/JJT^i7) A 7^f/4 d</1f/y ' YA rA#/ ^//athAft /dt, , S Cyfty 6 ffj /<f CL A /^/ 7 j /~7 CA / 50124 f 'tx rr' 5 ](-q A -y f V) rr' e/ > 50125 s: * 4-^-P "2*710. / <^yt^T -Zj i. <jz^ <Sxry^y S%6'yA-~ 5TJO 4-000 ^r30 > / y ^l/cJlt^ 7/' -3/2-7 dL*i/~^r /^a- '~i076*J2T-* 30^7 y --aAjLs "W<. -0 /\3r*^l*7 ~l^4? fr*J2c~ '--^0-^/0-- * --J0t0L~9*s*p -^asp*? 207^jL^t ~*-ce^eQp (7^4 ^y^-4_> cnr-y / c/ 2*^0^ n^t-T^tc. ** 0^*0 ' ' 77 *5 //^ 50126 \Fatfr v/ ( irt y- IT a s </4r~o Jut ( ( s~i -- Gh $ - (S' i S lA^rf . &/ ~ Jp / V' // lA/P r-yk 7- /?i/H }</ A-f ,' f-rf yij>(Cn frV f f 0 J^i e / m/ , V/ 'w-ek /-& < /('^y>^- %,f ^ - cro <p r$ , Ft-tA Li a&I'X f * A IaJ?\ /f /~~ y--f, ?/i?cr r-~? / fr /A r ^ /Z JTm Z C M ^ J? </,1 y A -f j cstS-ft" ?/yc. /A, N /A^y k-aar-'f^ y*4 .^<rX'V/v^ t AA y /<? ^ ^ ^ /Y c c* / //, >0*4/ ? $ d- ^ *t> /e c/ A^/'ciX/ .*j>f*nce - MAts'wA *Wr*cttS A? ,A A?t4 / * yrj A r V ///y ikkZA . A Atf c A fw/ A~t> X y A -? AAf , 50127 ^C* Tf Jfcc h uJc( /$ -</<?>/'+ sa d - ?r~<7 j" ^ ' jLy^l (A5 A/ <Ah (a. n / ^ k (A c/*c,'z 'U^e-s-tb /.'r'i ") ((?*'\r, \- c- t >7 ft// Y /'r c/rf A ' '{Lc\ // fr~T P ?Y' ^ \W 1 ii ir 14 H <APi pr7-eA-r A~p A CaJP <y ~ jy s//j /(a-? cAP f~c < * /A fa<n'Y k*ph A h.*? UrYcftr /VV<V^~ A>/\/C $> e -r //p</ ^ P? (/& ly ^d u3dUfd t>? Wvtre/r tApiL/ /^ 0f- ^pA ^//. {cJ erJ /vne a-7 es't' A('y<k~e e / A14 y -fr" - caJ , 7/% (mz n- /{ /-c fxPf^c/ /^ <3/^ ^ ^ /Vr 7^ ^r\ ,'-e)< tP-arPs //m~~t//-> f/^ecA ^A A; 0f>/d> /V'-r My A t < /<7 7r ^f iff/ A-ft//r, </ <9/7 T^A/iV^'^ c </-& C /w JV <?Ar An y y/ fin ! e, LA /p) Ye a? C)Y~ y? /rp fA uJ Ar -| C/ffii-e c?u P A n If ItpM y A' /\'-e/P jy^cscY C k / p>7- k P r~? (, ipJsk /?A k (yf Ly 'f / - /Pr' rl YPc A~r V A 5 ^fpc/c $ *5 /// ^5 [ bjl (?> l/{f-i S L^/ l fA'Alj j*i~ /4--+. 2/ A7^77"- ^7^ c) (if C 4 r$ f /f/A A f A kp f-r ft / Af/? v (9 c\ Ft~? < F> s 50128 KDDOO 102 + 2223506 EOHOTJ 2223506 EQMOT J 23 1736=61228 ITT MAR 23 0336 420542UCC Ul 2223506 EOMOT J . TOMOE TLX MAR 23 1984 UCC PITTSBURGH MR GL DICKSON - METALS OIV - PGA CC: MR JT KELLY - METALS DIV - DANBURY J1 MR JL MYERS - METALS DIV - KING CITY THANKS FOR UR CALLS MAR 21 AND 22. TODAY (MAR 23) MR FRANK M BROWN THE EXECUTIVE VICE PRESIDENT OF CONNELL BROS CO. AND MR KENZO WATANABE THE MANAGING DIRECTOR OF WILBUR-ELLIS CO. JAPAN CALLED UPON US TO DISCUSS CALIDRIA. IN REPLY TO THEIR QUESTIONS WE GAVE INFO SUCH AS APPLICATIONS IN JAPAN AND S.E. ASIA, OUR ESTIMATE PURCHASES AND THEIR DOLLAR AMOUNTS ETC WHICH WE ALREADY HAD INDICATED TO YOU. PER MR BROWN HE WOULD FURTHER I NVESTI GATE POSS I B I L I TY FOR BUYING CALIDRIA MINES AFTE RETURN TO THE STATES.-WE EMPHASIZED TO THEM OUR STRONG DESIRE AND INTENT TO C0NT I NUE SALES OF CALIDRIA. THEREFORE PLS KEEP US INFORMED OF ANY DEVELOPMENT ON- UR PART ,RE THIS MATTER. ' ABOUT MY PLAN TO VISIT STATES, I WILL TLX AOVISE WHEN SCHEDULE IS FIRM. REGARDS H FUKUHA 50129 vT (aJa A X ' Vdtf+ZZ tar r*r /4(9 ft-r e /r|) f -- ?/'f '?' !/ftjir '--' ti/<, n/ do /t/C M$c < dd f /* Oft ft dr/ / r? r'V /a (V/e /fl/iL/Ch e 4*4 <i 4 JA 6 (X^C C / t/ by n <J -fsT-z / J. / ` ... J- -e e /// -er^ "C.SL A' -frd c & is s s?'-c </. c t //fa/ ^ r)/^C c/&y~e iaJiJ/jJq/ !/l/< Y'cp t> y y, $(% fty yt n d /*/t 2~)ft - fr? ^ ^ ^ J> 0/ / /A y/ y/as/A/ / <rv ^ ^y-/ ff?//n O' CZjfr'yt/' </!> SfU/ # rr' y y /^r/ s-, ^ v7~y/ \7 $ ci Kq-_ deaf y/^ y '-- '" r/ctS4/ / o if cer^ , W|4mA h? h. 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Afa Z /% '*SP CP/" J/ 50134 call (Xtl Ia)C{ / fr frr e S-, .< j/g J, c fAtf fo <: / ^ Ma Y foe* /v y /; V(a 8 tr 'C0UH <r.t Sh /< /Sf Ys y -eY /A v/'C ry ay^py /~A e A *y^, //~e MSs C0 s < A v /Tt.q/*ifc // A -Y f' <p y -- Sc/ /A foe A*/~ryj/ I e) / r / \J (91*7 -PA ~s - C ^ a 1 /* / A c^Ay0 /y J i^/A Cav M/^/t-? /!/f J/rfy, J /tfufoy \ my $ir$h; fo/y</<;e Mr-, Ma r-cy /Y-ecA A( LseAe rrj - iAY ,1 /f /foj fpfofA fo J> A'.r.r/rPyrjr./ r~0 T u eA Yaof /4Ym*Ay /y-t/r, *//r PA f/y y? c\_/< A; * // (/</?</ K S, Z/ ~syTL-f`apeScr/<? rc8a ^a AyA /r-r a r-, Mfo$ f Yb /ifr - 'Yh / (<? /; ' Y '' s f s - cCtMiM 99 tr-Yfmrn Y rrMxXi f-- / Mi A Cs, MM, y /O Yn/ fx HEfo/f. yc CO-? Ay* /c/y) Mi c 50135 -fiFif 2/^/sf UP , M 7 ' <s /, % 5 wr A7/ 5^' j )-- y *< 1 yfo7^ > ft'ftfT-s 75; /57j (0 rtfrs/tfd) TOmd ^ ' ZfP /A[) 7frr$ -/pP usd* z^r 7f^\ (jfl t/rto0 e,t 7 // ____ J. -/ /*"7 J? S 7$ -Ip fhd $ T# m f . 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ISJ /y yt/v/w yj 8t:ios r ? 4 ^6 / ) v31^f yj $ ? -J' 3j ^ / 2/y/ </S_^ f ^jT /' '/>'/*>J^ ^ ^ >// -7^ V<7 ' __ 'j J *-V ^ ^ 7 ^JWJ> / l/f cAr /y J/t A lAh y S~ hJ/'// ^ fV V///W/* fit7^> 7/,7. -j $,'(/ / fI # /(S'/ V f k. f~T *''' s rr c A*/f 7 Is S , /1* 1*J / // -5^5, /7/ / j(t-,crA-Z A f-t \ t/'~0 ffi- 47 /_6< t77f /7 CL- '-77 y /lO /Ant ^ </" ^ 47 ^ 4 /[/ , f<jf/y lA t t * / / < fit /firf / ' > 4# A//. flO,/AbA\ A </** f(/7^/f . , 'ma. /z -/f/r h/ l iM y Tt? /*<<* 4 V l^fiifp trAf * - //ta^ t .// *J/ a://^ 4 Pb. n cj-r 0/ 1* p -cy /? 4T77< " -- V A 0 ' 7-f/y'/ ,,y , // //V/> -- ^tV" / -ec/-fifi1 <xtfe) if 77/V fi/j L, rt~r /o Cfr </ fit t?, u _ eh# h ft/ ^ ' ' r \ ' /7 \ r ^0 'f^ro^t ^r/// pc() re -tj a 4-r 7 [/-/--T , bk Jtc ck'u st/fy /-% pa (/, 7-> yf ofi y?7? -,/ y /7 // 7 ' ' 7^7 />4 P 47 / Cfir? t? ^ c fi r7 ' i 50139 (r^t^K ^sOu*** ~<2<s3sr/ y -2 c> (/&& ^z j s* SU' iff' 50105 1745 Jefferson Davis Highway, Crystal Square 4, Suite 509 Arlington, Virginia 22202 (703) 979-1150 August 27, 1984 Memorandum For: MEMBERS HMTY AOTETOM ran / /4 ^ A Subject: AIA/NA Position on a Final OS'HA SStandard for Occupational Exposure to Asbestos At a meeting of the Association's Executive Committee on August 14, an AIA/NA position on a final OSHA standard for occupational expo sure to asbestos, as presented by special counsel, was initially re viewed. It was concluded that the draft position should be for warded to all members of the Association at this time in order that advance consideration could be given to this important matter prior to discussing it at the September 19 board of directors meeting. The directors meeting is planned immediately after lunch on Wednes day, September 19, following conclusion of the industry-government conference and should adjourn by 3:00 PM. Accordingly, your close attention is invited to the enclosed pri vileged and confidential attorney-client memorandum from special counsel (Kirkland & Ellis) dated August 27, 1984. Our submission to OSHA, arguments on entire OSHA hearing record (post hearing brief), is required by October 11, 1984. New subject - The Executive Committee also concluded at its August 14 meeting that consideration should be given to the Association's 1985 budget at the September directors meeting. Thus, in order to acquire necessary information, the Association's accounting firm, Frantz, Warrick, Strack & Associates, will forward a questionnaire to members under cover of letter dated August 28, 1984, which will request the total cost of asbestos fiber purchased or sold in cal endar year 1983. Return of this information to -Frantz et al, by September 11, 1984 will be requested. Your prompt attention to this request would be greatly appreciated. It is expected that a meeting will be conducted by mail to formalize action on a final budget and dues structure for 1985 following the September 19 di rectors meeting. Executive Director Enclosure cc: Special Counsel, K&E Frantz, Warrick, Strack & Associates Mr. Artabane, CW&T 501015 Kirkland & Ellis MEMORANDUM TO: B. J. Pigg PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT MEMORANDUM FROM: DATE: RE: Timothy S. Hardy and Arthur F. Sampson, III August 27, 1984 AIA/NA Position on a Final OSHA Standard At the Executive Committee's request, we detail in the attached outline: (i) the current OSHA requirements for asbestos, (ii) OSHA's April 10, 1984 proposal, and (iii) pos sible AIA/NA positions on what the new standard should require. The suggested AIA/NA positions reflect our general understand ing of both what is likely to be feasible within the industry and what would be reasonable given the record compiled in the OSHA hearing. We have tried to provide as much detail as possible to encourage maximum feedback and guidance from AIA/NA's member ship. The principal components of the possible AIA/NA posi tion set forth in the outline include the following: --Achievement of 0.5 fiber/cc 8-hour TWA and 5.0 fiber/cc 15-minute ceiling Permissible Exposure Limits within two years (four years in friction manufacturing and rebuilding) through engineering controls. --Monitoring, training programs, and medical surveillance in workplaces with workers exposed more than 30 days per year above 0.1 fibers/cc. 50107 2 -Employer-sponsored smoking cessation p-ograms. --Provision of work clothes, warning signs, hygiene facilities and regulated areas when the PEL is exceeded. --A variety of work practice requirements and prohibitions. --A separate construction industry standard that would be based on the same PEL'S as in the general industry standard--with no requirements for workplaces with exposures below 0.1 fibers/cc. In some instances, potentially controversial positions have been included to spark discussion. In addition, several other issues deserve to be highlighted: --OSHA has proposed allowing use of respirators to achieve the new, lower PEL. AIA/NA has already argued that the new PEL should be set at the level that can be feasibly achieved without respirator use. Thus, if AIA/NA recommended a 0.5 fiber/cc standard, com panies would be expected to achieve such 8-hour time-weighted average exposures with out use of respirators. --The OSHA record contains considerable data indicating that respirator use may have only minimal efficacy unless workers are involved in a comprehensive program to assure proper respirator use. Such programs can be costly (often more than $2,000 per worker per year). OSHA is likely to set tough standards for good respirator programs, and thus any respirator use requirements could be costly. --Although OSHA suggests loosening the existing standard so that medical surveillance require ments would be only triggered for workers exposed above 0.2 fibers/cc (as opposed to the present trigger of 0.1 fibers/cc), it may be difficult to justify such a relaxation given that employers have been able to com ply with the existing requirement for eight years. 50J.08 OUTLINE OF POSSIBLE OSHA REQUIREMENTS ________ FOR ASBESTOS 8/27/84 1. PERMISSIBLE EXPOSURE LIMITS Current Standard 2.0 f/cc (8 hr. TWA); 10.0 f/cc (ceiling, no averaging time specified). OSHA Proposal 0.5 f/cc (8 hr. TWA); 3.0 f/cc (15 min. ceiling); OR 0.2 f/cc (8 hr. TWA); 2.0 f/cc (15 min. ceiling). Possible AIA/NA Position 0.5 f/cc (8 hr. TWA); 5.0 f/cc (15 min. ceiling). Same limits to apply to all fiber types. 2. COMPLIANCE DEADLINES Current Standard The 1972 standard allowed 4 years to reduce expo sures from 5.0 f/cc to 2.0 f/cc. OSHA Proposal No compliance timetable specified because the proposal permits the use of respirators to achieve the PELS. --P----ossib--le A' --I--A/NA Position 2 years to achieve 0.5 f/cc (TWA) and 5.0 f/cc (ceiling); AND in the case of friction products manufacturing and rebuilding, four years to achieve the final PELs. 3. METHODS OF COMPLIANCE Current Standard Requires that the PELs be achieved via engineering controls, except during the period when such controls are being installed, during emergencies, or where such controls are not feasible. 50109 3 c. [?] Immediate clean-up of visible asbestos accumulations via HEPA vacuums or wet methods, and, in the case of waste materials, disposal in sealed impermeable containers [?]; d. Regular checks and maintenance of dust control equipment; e. {?] Local exhaust on hand or power tools used m unventilated areas; [?] f. [?] Regular cleaning of surfaces, walls, and ceilings. [?] 5. ANTI-SMOKING PROGRAM Current Standard No provision. OSHA Proposal No provision. Possible AIA/NA Position a. No smoking on plant premises. b. Employer-sponsored smoking cessation pro grams , including: --post antismoking signs, --distribute anti-smoking literature, --make available smoking cessation programs. c. [?] Ban on new hires who smoke [?] d. [?] Removal of smokers from asbestos jobs after one year and transfer to non-asbestos jobs with rate retention if feasible [?] 6. MONITORING Current Standard a. Method: phase contrast optical microscopy b. Frequency; --initial monitoring within 6 months; --both personal and area sampling required no less than semiannually for workers whose exposures "may reasonably be foreseen" to exceed the PELs. OSHA Proposal a. Method; . Phase contrast optical microscopy; OSHA also indicates that additional provisions are being considered, including: (i) modifications to the method (e.g., NIOSH method 7400), and (ii) other provisions to improve counting reliability,* 'such- as training, certification of laboratories and/or counters, regular proficiency testing, and routine round robin programs. 50110 -4- b. Frequency: OSHA mentions requirements for routine monitor ing (presumably semiannually) of workers exposed above 0.2 f/cc and increasing the frequency to quarterly for workers exposed above the PEL. Possible AIA/NA Position a. Method: Phase contrast optical microscopy; modifica tions to the current method should be mandated only after a brief period of testing; gener ally support training, certification and proficiency testing concepts but argue that a proposal with concrete regulatory language is needed. b. Frequency: --initial monitoring at all work stations where exposures are reasonably expected to exceed 0.1 f/cc; historical measurements can be used in making this determination; --where initial monitoring is greater than 0.1 f/cc but less than 0.5 f/cc, quarterly monitor ing required until two successive measurements more than 7 days apart are below 0.1 f/cc, in which case no further monitoring is required absent a significant process change; --where initial monitoring is greater than 0.5 f/cc, monthly monitoring required until two successive measurements more than 7 days apart are below 0.5 f/cc, in which case quarterly monitoring is required as described above. 7. MEDICAL SURVEILLANCE Current Standard a. Scope: workers exposed above 0.1 f/cc. A' b. Elements and frequency: --x-ray: preplacement, annual, and termina tion; --history: preplacement, annual, and termin ation; . --FEV and FCV: preplacement, annual, and termination; --preplacement exams required within 30 days of first employment in an exposure job; --termination exams required within 30 days before or after termination. c. Medical Removal and Rate Retention: --for workers medically unable to wear res pirators. 50111 5 OSHA Proposal a* Scope; workers exposed above 0.2 f/cc. b. Elements and frequency: OSHA vaguely mentions the following: --decreasing the frequency of x-rays; --expanding the period for preplacement exams to 6 months; --requiring a respiratory disease questionnaire; --training for administration of pulmonary function tests, the use of standard predicted values for same, and specifications for interpreting x-rays; --requiring occult bloods. c. Medical Removal and Rate Retention: --apparently would retain existing respirator fitness provision; --asks for comment on an "expanded" program of removal for workers at increased risk from further exposure. Possible AIA/NA Position a. Scope: workers exposed above 0.1 f/cc for more than 30 days/year. b. Tests; --history, including questionnaire --physical examination --chest x-ray --FVC and FEV c. Frequency --preplacement and termination; --annual: history only --for the physical examination, pulmonary function tests: all tests x-ray, and (i) every 5 years for workers who either are under age 35 or have had less than 5 years exposure above the 0.1 f/cc30 day trigger; (ii) . every two years for workers who are between ages 35 and 45 but have had less than 10 years exposure above the trigger; and (iii) annually for workers who either are over 45 or have had more than 10 years expo sure over the trigger. --periodic reminders to terminated workers who were exposed above the trigger for more than 10 years to obtain medical exams. -6- d. Medical Removal and Rate Retention: --retain current respirator fitness provision; --[?] also remove workers with x-rays classified 1/0 under ILO criteria. [?] 8. RESPIRATOR PROGRAM Current Standard Prescribes selection criteria and requires compliance with ANSI Z88.2-1969 standards including the following: --written program --supervisor and user training --regular cleaning, inspection and maintenance (at least daily) --regular program evaluation including frequent random inspections of respirator use, maintenance, cleaning, etc. --tightness test before each wearing --quantitative or qualitative fit testing in a test atmosphere OSHA Proposal OSHA suggests the following additional provisions: --specific quantitative or qualitative fit test protocols --provision of multiple face piece sizes --high-efficiency filters for air purifying respira tors --ban on disposables --maintain current selection criteria but require that powered air purifying respirators (PAPRs) be provided in "appropriate circumstances" Possible AIA/NA Position --retain current selection criteria --oppose high-efficiency filter requirement --oppose ban on disposables --oppose PAPR provision --retain current provision for respirator program in principle, but amend to reflect latest ANSI standard Z88.2-1980 (this would include fit testing protocols, and provision of multiple sizes). 9. PROTECTIVE CLOTHING Current Standard Required for workers exposed above the ceiling (10 f/cc). OSHA Proposal Suggests^, that clothing be provided for workers exposed above the new PELs. Possible AIA/NA Position Provide protective clothing for workers exposed above the new ceiling limit. 50XJ3 7 10. REGULATED AREAS Current Standard No provision. OSHA Proposal Establish regulated areas where exposures exceed the PELs, or the action level (0.2 f/cc); require ments would include: --access restricted to authorized personnel --posting of warning signs --ban on smoking and eating Possible AIA/NA Position Accept OSHA proposal, but only for areas where the PELS are exceeded. 11. HYGIENE FACILITIES Current Standard Single change rooms with double lockers for workers exposed in areas where the PELs are exceeded. OSHA Proposal Double change rooms and showering facilities for workers exposed above the PELs or perhaps the action level (0.2 f/cc). Possible AIA/NA Position Single change rooms, double lockers and showers for workers exposed above the PELs. 12. WARNING SIGNS Current Standard Scope:` Where PELs may be exceeded Legend: "ASBESTOS--DUST HAZARD--AVOID BREATHING DUST--WEAR ASSIGNED PROTECTIVE EQUIPMENT--DO NOT REMAIN IN AREA UNLESS YOUR WORK REQUIRES IT--BREATHING ASBESTOS DUST MAY BE HAZARDOUS TO YOUR HEALTH." OSHA Proposal Scope: Legend: In regulated areas. "DANGER--ASBESTOS HAZARD--CANCER AND ijUwvj 01 bEAS'E HAZARD. " Possible AIA/NA Position Scope: In regulated areas. 50114 -8- Legend: "WARNING--ASBESTOS HAZARD--CANCER AND LUNG HAZARD--RESPIRATOR REQUIRED." I3. -LABELS Current Standard Scope: applies to all products and con tainers except where the fibers are bound so that exposures over the PELs are not reasonably foreseeable. Legend: "CAUTION--CONTAINS ASBESTOS FIBERS-- AVOID CREATING DUST--BREATHING ASBESTOS MAY CAUSE SERIOUS BODILY HARM." OSHA Proposal Scope: No provision or discussion. Legend: Same as for warning signs, above. Possible AIA/NA Position Scope: All products or containers that may release fibers in excess of the PELS under reasonably foreseeable conditions of use. Legend: "CONTAINS ASBESTOS--CANCER AND LUNG HAZARD--USE RECOMMENDED WORK PRACTICES--SMOKING INCREASES THE HAZARDS OF ASBESTOS EXPOSURE." 14. TRAINING Current Standard No provision. OSHA Proposal -Pre-employment and annual training for workers exposed above the 8-hr. TWA PEL. --Training to -include health hazards of asbestos; effect of smoking; operations where exposure may occur; instruction in engineering controls, work practices, respirators, protective clothing; description of medical surveillance program; and emergency procedures. Possible AIA/NA Position Accept OSHA proposal but expand to cover all workers exposed over 0.1 f/cc more than 30 days/ year and specify that initial training need only occur within first 30 days of employment. 50115 9 15. CONSTRUCTION INDUSTRY Current Standard No separate provisions; requirements outlined above apply in full. OSHA Proposal Three possible approaches are outlined; a. Adopt PELs only. b. Apply the general industry standard to construc tion activities (as is presently the case). c. Adopt a special standard, such as that recom mended by the BCTD, including provisions such as product classification; worker and employer training and certification; reporting prior to start-up; and special monitoring and medical surveillance provisions. Possible AIA/NA Position Recommend a two-phase approach as follows: a* Phase One: Immediately adopt a separate con struction standard containing the following three elements: (i) the same PELs as for general industry, i.e., 0.5 f/cc (8 hr. TWA) and 2.5 f/cc (15 min. ceiling); (ii) work practice specifications, including: (a) a ban on dry sweeping, (b) a ban on blowing asbestos with air hoses, (c) a ban on the use of power saws in installing A/C products unless equipped with dust collection and exhaust ventilation; (d) use of HEPA vacuums or wet methods to clean up all visible accumula tions; and (e) disposal of waste ih sealed imperme able bags. (iii) respirator requirements as outlined in no. 8, above. b. Phase Two: Promptly propose additional requirements aimed specifically at high-risk operations in construction work, namely, major removal, renovation, or abatement projects involving friable asbestos materials; this supplemental proposal would cover the following: (1) monitoring (2) medical surveillance (3) reporting and recordkeeping (4) regulated areas and their decontamination 50116 10 (5) additional work practice and hygiene facility requirement (6) contractor and worker training and certification 50117 (j Aaeh (\)a If /1- ~ /a (( i v> v /4 ^ A, O' <. , rn/ p'^4$` a A /ryf-/Y a/ s^b S A /A; -A / r A" ? Za^/ ^;y M',/ Aif />7 /y ' A f j> f /^ A) / A1 f- Ufn.'J.'l -e Pt~1& fl ty V'. - c^e<;/z r 'f S - /"/ua/ e 7A I+1 t A-f fr-r/^p1'' / / f. L, < V\ 6 7 / '/7-z k> &^c> $ . <> fi. A//, Ac K1 A JA & ? !> n JS f ma < ' Z d<? A aA7 , ^ "W/ A* A , vi. ^'r- ^ b-,f~ri * f - ^ ai / a> / ^ / r-f //"' 7 A UNION CARBIDE CORPORATION 7old ridgebury road, danbury. ctossi F. V. McMILLEN PRESIDENT - METALS DIVISION March 19, 1984 Mr. Ken Campbell President Montello, Inc. 6106 East 32nd Place Tulsa Oklahoma 74135 Dear Mr. Campbell: On April 2, Union Carbide is consolidating its worldwide tungsten, uranium, vanadium, and chromium businesses in a new wholly owned subsidiary, Umetco Minerals Corporation. At the same time, we will be forming a wholly owned subsidiary for our asbestos business called Calidria Corp. It is our intention to divest the asbestos subsidiary if a suitable buyer can be found. We feel that a company organized for and committed to developing the full potential of this business will serve our asbestos customers better, long term. As you may know, our metals operations primarily serve customers in the metals industry, while the customers of our asbestos business are usually in other indus tries. We appreciate your business and your support over the years, and Calidria Corporation will continue to supply and service your needs in the future. 50103 ' ' ff ^ZscJl U/uXi-di /ajA*rJ S.ts, 'tjU' /$6-* (X^XXpy) f f I" _ *HL*l1 l**r ---------------- . ttlo 'i >2L^ (pSI* (S*\ JLf lit* (^jLp0&X^ 'Xc/V " 30? W/Y~ '^syiflyX XjT Cj~?r+-- XX? zctt by&u*X'~& > SALES MEETING AT MONTELLO, INC. OFFICES JULY 15, 1982 A GEN V A Past Sale6 PeA^oAmance 1982 Sale* Pen&onmance . Balance, oi 1982 SaleA Outlook Market Shcute VAitiing Activity: Pcu>t, Pacacut and FutuAe 1983 Sale* Estimate. Nm Contract AgAe.me.nt Status update on: WoAk pAactlc&A SupeAvls /Unlvls marketing pAogAam and pAoduct &pec6 Floral v.6 CSV quality Telvli Qut&ide du6t monltoAlng Packaging/Vi&tAibution and the DOT Aegulatloni & 56195 ( CuOrcO'ASKESTQS UNION CARBIDE CORPORATION . METALS DIVISION . 17 EXECUTIVE PARK DRIVE ATLANTA, GEORGIA TEL: 404-321-6600 EXT. 340 June IS, 19S2 Km Campbell - PAesldent MONTELLO, INC. 6106 East 32nd PZa.cz Tulsa, Oklahoma 74063 VeaA Km: ConhlAmlng ouA phone convensatlons on oua sales meeting set oa Thunsday July 15 -in Tulsa; Bob BuAne. Geoha e Lincoln and I will be aAAivlng In Tulsa at appAoxlmately noon. We will have a Aental ooa and gAab a bite to eat hoA lunch and plan on being oveA at youA ohh'ice at about 2 p.m.. ' The hollowing Is a list oh agenda Items to be discussed dunlng oua meeting: ^VhJUUUng activity at pAesent and ' S3 outlook H>ownwaAd sales volume ''VomwaAd pAlce pAessuAe ---------------------rJnr ia * xBalance oh 'S2 sales outlook **19S3 sales estimate vJ9S3 pAlclng WoAk pAactices status \SupeAvlsbestos/Unlvls manketing pAognam SSupeAvlsbestos /Unlvls pAoduct specs Pelvis New contAact agAeement ""CaAey asbestos - a new competitoA? Packaging/dlstAlbutlon and the VOT Aegulatlons "'Outside dust monltoAing update /. h It Is a compAehenslve agenda, and I expect that some oh the Items will spill oveA to oua dlnneA that evening. Any uncoveAed topics oa a wAap up can be accomplished PAlday moAnlng lh AequlAed. Please aAAange oa guananteed single Aoom AeseAvatlons at the Hilton at Skelly VAlve [91S-622-7 000) hoa us oa the evening oh the 15th. Let me know lh you have any questions oa additional agenda Items that need to be Included pAloA to oua meeting. The agenda content'covens most oh oua joint manketing activities avid we look honwakd to a pAoblem solving dis cussion at oua meeting. Veny tAuly youns, JEW/nlw J. E. Walsh ^ *7^ v/^ c/ tiA/t /9 b /<t rirc c / fAArcor r/ A A*/// Aia //-f A,' r, 2, /s P i>o ( <* </ t/ff'92'tr* uj r // rr Up flier A- <-',//( yrry <5> A po r~ Z f-cJ) ,, t. aA< /*t u/a n A I? y>u r PP P& r~rr~> r *-- //&(/{ </r'P~# r ' r~, / P-T Af ( ^0 r* i / ` / *r f- nla c/< c/A* fr~7 f~7 p< A\ /cy-r P - / r- r <P*' / . /P / A-t ^a pyc-o> a a r Af 771, /2?sC f~P?/ Z CpffPX C?y A^P'ffy* '^yZS^rrP ^rrc^ APo0 y^~ Pf P A, JZf// Pc* C p Pd A, At -s /~LA / (A CT--7& /psy-rtfC ( / /7 /fAepr, -- A Am r/S A/Atf 4 ^A *J V\"Y { aA <i AyA^'-i/A f ~ /A-C frrAr oA-e~ A c>A e^yA AArr? , ' C?s> , -z p rcfr-T 2? S> <r) ' /(J /aZjT r7/* /Z A. ^ /*- i P*l /Tm? r/7 e /^eA Aw, rc ?. - `' r'' IA/ r A f /v " ^/rr^e A y /-> . 50197 \J CH C f^- [/lJ4 / - n~> // 4 mo/ ft- X \l <'f?r * /- , --+-->. -- To i*s A 0- f\ $ (A - gaS.'-f* f/y , ?- &j /? <" ^,"t/ ?ar?/L(Ary A& qq Co^rrA <. J A^/7~r 7j y *}y Picc'f'i C^tP/rr-f t.(9rr'//T/7 // f~y / S~t Ai4 p y^o "d * * X* / f/x A&> **/, r-f/ ^ > /w 2, X-euT 0 XX -e ~ IaJh (K A- C fa & A> /~~ t? <$ (y J- tr C<s> lA / e ^ --; - &<r u? /{/~u)a y X/XX X b'-' o -e k o: / </ A 4 ^ b-eX TXe l> Xu aa t- / a t*? ' /^7 b(X f- -C "A/' S^b! JA / A'-e a /- f o' {J_. /fier-J! -- 50198 >aJ. 50199 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 October 11, 1982 Mr. Jack Walsh Union Carbide Corporation 17 Executive Park Drive Atlanta, Georgia 30329 Dear Jack: Enclosed is a copy of our proposed re-draft of the Distribution Agree ment. The changes are in order to acknowledge and enable the existence of the Indemnification Agreement. We have also enclosed the re-drafted pieces relating to OSHA. We'll need some form of approval by Ucar on their content, before they can be printed and distributed. Also, just a reminder that we will need "prior written consent" for our use of your logo on our private labeled bags, in accordance with para graph 6 of the Distributor Agreement. This consent should also cover us for our use of test data and reports prepared by Ucar. We are sending a duplicate set of everything, including this letter, to Jim Rouse. If either of you need anything further from us, please let us know. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/jd cc: Mr. J. B. Rouse Enc. as stated ^Sa rv 50200 / c- h dCAT <&/// U/Z?/' (A/rff-> $ f-r t/f l L /" ? <T b / ---- C?A ^tAr . & /rat/c ,br-ta bb e c b~-e<>b /-< f Ik /J-S /rtfr IaJi'U //a<t i^/Lf '// MM $ ** sif?, c)b MMSS> rXAV/>/>\ s fA r. tf(( ( Ca I ( ~ f/i<h ke Ce,\st</ ^t) u K Sat cc be re frery /%-V^, w f^[A fn be cr~-r 7^? (j/L piprrdiZn rbt cs$/rjf Pic/'/-e( f/bA ct*? f-7 C*(J fyr f f-r-r /<S ((/ by/ &sr~ pu. CeA ojM i. (-!' ibbr-* b /4f; < A ^ ,, Or ul * c/b r~ {/*a f \ be, -ec^ bdr'b sjy *'<' bjhL Li/<*" 6i Li'/ / b~y / br ^ b e e 50201 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 October 25, 1982 Mr. Jack Walsh Union Carbide Corporation 17 Executive Park Drive Atlanta, Georgia 30329 Dear Jack: As discussed with you earlier today, we have modified the recap on the most recent monitoring results, so they fol low the same format as the others we've used. Please look it over and verify the contents to your satisfaction. If everything is OK to use, please drop me a line confirming that. If anything is not OK, please let me know so we can change it. As soon as we have the approval, we'll include it in our standard response mailer. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. as stated 50202 a ,Atk .. f-~ f f--T *[ j _,, b t-i ............ ^ 'rf&s/t 'ft/ jkjk/f ,rt ft'fc. u/,/'/? t< / ^ rA'ASfrrf/r//&_ j**>/+*<Sfr# Jy-t ! L__ C t h &Srfrj-- i> Affak "H'frdfr be jfbt*< f // tj J> To f/ Aim- M/-e te/c/ /// P/-7 r<$ix M-krr " To &><"( fiT &k /'A ra 50203 CR CR S' 50204 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ................................. ------------- -------------------------------------X In re In Proceedings For A Reorganization Under Chapter 11. JOHNS-MANVILLE CORPORATION, formerly known as JM MERGER CORPORATION, MANVILLE CORPORATION, MANVILLE BUILDING MATERIALS CORPORATION, MANVILLE FOREST PRODUCTS CORPORTAION, formerly known as JM CAPITAL CORPORATION, OLINKRAFT, INC. and DECEMBER INVESTORS, MANVILLE INTERNATIONAL CORPORATION, MANVILLE EXPORT CORPORATION, MANVILLE PRODUCTS CORPORATION, JOHNS-MANVILLE AMIANTE CANADA INC., formerly known as CANADIAN JOHNSMANVILLE ASBESTOS LIMITED, JOHNS-MANVILLE CANADA. INC. , formerly known as CANADIAN JOHNS-* MANVILLE COMPANY, LTD. and THE HOLOPHANE COMPANY LIMITED, JOHNS-MANVILLE INTERNATIONAL CORPORATION, JOHNS-MANVILLE SALES CORPORATION, formerly known as JCCI, INC., CLUB CAR, INC., L. GRANTHAM, HAMILTON MANUFACTURING COMPANY, INCORPORATED, JOHNS-MANVILLE ENERGY RESOURCES CORPORATION, J-M FRESNO CORPORATION, JOHNS-MANVILLE PERLITE CORPORATION, JOHNS-MANVILLE PIPELINE ACCESSORIES CORPORATION, JOHNS-MANVILLE STRUCTURAL SYSTEMS CORPORATION, KEY TRANSPORTATION, INCORPORATED, MOBILITE, INC., PLASTICS CORPORATION OF AMERICA, SOUTHERN JOHNS-MANVILLE PRODUCTS CORPORATION, SOUTHERN REFINING CORPORATION, STILLWATER CORPORATION, and ZESTON, MANVILLE INTERNATIONAL CANADA, INC., MANVILLE CANADA INC., MANVILLE INVESTMENT CORPORATION, formerly known as JOHNS-MANVILLE INVESTMENT CORPORATION, Case Nos. 82 B 11656 82 B 11657 82 B 11658 82 B 11659 82 B 11660 82 B 11661 82 B 11662 82 B 11663 82 B 11664 82 B 11665 82 B 11666 82 B 11667 82 B 11668 B2 B 11669 50205 MANVILLE PROPERTIES CORPORATION, ALLAN-DEANE CORPORATION, formerly known as HMP CORPORATION, KEN-CARYL RANCH CORPORATION, formerly known as KEN-CARYL, INC., JOHNS-MANVILLE IDAHO, INC., MANVILLE SERVICE CORPORATION, formerly known as JM CAPITAL CORPORATION, MANVILLE CANADA SERVICE INC., SUNBELT CONTRACTORS, INC., 82 B 11670 82 B 11671 82 B 11672 82 B 11673 82 B 11674 82 B 11675 82 B 11676 Debtors. ........................................................ ...................... ................. X ORDER FOR MEETING OF CREDITORS,........................` COMBINED WITH NOTICE THEREOF AND OF AUTOMATIC STAY TO THE DEBTORS, THEIR CREDITORS AND EQUITY SECURITY HOLDERS, AND OTHER PARTIES IN INTEREST: Orders for relief under 11 U.S.C. 101 et^ seq., chapter 11 of the Bankruptcy Code, having been entered upon the petitions filed by the above-named debtors on August 26, 1982, IT IS ORDERED, AND NOTICE IS HEREBY GIVEN, THAT: 1. A meeting of creditors pursuant to 11 U.S.C. 341(a) shall be held at the New York Statler Hotel, 33rd Street and Seventh Avenue, New York, New York in the Terrace Ballroom on December 2, 1982 at 2:00 o'clock in the afternoon of that day. 2. The debtors shall appear by their executive officers at that time and place for the purpose of being examined. IT IS FURTHER ORDERED, AND NOTICE IS HEREBY FURTHER GIVEN, THAT: 3. & The meeting scheduled herein may be continued or adjourned from time to time by notice at the meeting without further written notice to creditors, equity security holders and other parties in interest. 4. At the meeting the creditors and equity security holders may file their claims, examine the debtors and transact such other business as may properly come before the meeting. 5. The acting United States Trustee for the Southern District of New York or his designee will preside at the meeting. 6. As a result of the filing of the petitions, certain acts and proceedings against the debtors and their property have been and continue to be stayed as provided in 11 U.S.C. 3b2(a). Significant parts of said Bankruptcy Code section have been reproduced on the enclosed statement. 7. By order of the Bankruptcy Court dated August 26, 1982, the time within which the debtors are required to file their schedules, lists and statements under 11 U.S.C. 521(1) and 1107(a) and Rule 10007 of the Interim Bankruptcy Rules scheduling creditors and equity security holders was extended to December 24, 1982. After the schedules, lists and statements are filed with the Clerk of the Bankruptcy Court, any creditor or equity security holder holding a scheduled claim which is scheduled as undisputed, noncontingent or liquidated as to amount and status, may, but need not, file a Proof of Claim in these cases. Any creditor or equity security holder whose claim is not scheduled or whose claim is scheduled as disputed, contingent or unliquidated as to amount Sf and/or status and who desires to participate in the cases or share -3- 50207 in any distributions must file a Proof of Claim or before a date to be later fixed, of which you will be notified. Any creditor who desires to rely upon the schedules, lists and statements has* the responsibility for determining that he is accurately scheduled. 8. United Merchants Information Services, Inc., located at 1650 Palisade Avenue, Teaneck, New Jersey 07666 has been authorized by order of the Bankruptcy Court to receive Proofs of Claim and maintain an official claims docket. Any Proofs of Claim are to be mailed to and filed with Manville Corporation c/o United Merchants Information Services, Inc., P.0. Box 368, Teaneck, New Jersey 07666. 9. The Clerk of the Bankruptcy Court shall maintain a duplicate official claims docket at the office of the Clerk, United States Bankruptcy Court, Southern District of New York, United States Courthouse, Foley Square, New York, New York 10007 and may be inspected thereat during ordinary business hours. 10. After the debtors' schedules, lists and statements have been filed with the Clerk of the Bankruptcy Court, you will receive another notice indicating either (i) how your claim was scheduled, accompanied by a Proof of Claim form for your use in filing a claim in the event you disagree with the manner in which your claim was scheduled or (ii) how you may ascertain how your claim was scheduled (i.e., telephonic or written communication to the debtors' designee) accompanied by a Proof of Claim form for your use in filing a claim in the event, after communicating with -4- 50208 the debtors, you disagree with the manner in which your claim was scheduled. ACCORDINGLY, PLEASE REFRAIN FROM FILING ANY PROOFS OF CLAIM UNTIL AFTER THE DEBTORS' SCHEDULES, LISTS AND STATEMENTS HAVE BEEN FILED WITH THE CLERK OF THE BANKRUPTCY COURT AND YOU HAVE BEEN NOTIFIED THEREOF. 11. Notice of the matters contained herein shall be deemed sufficient if a copy hereof is mailed by regular mail to all known creditors, equity security holders and other interested parties on or before November 11, 1982. Dated: New York, New York November 9, 1982 BY ORDER OF THE COURT /si BURTON R, LIFLAND____________ UNITED STATES BANKRUPTCY JUDGE LEVIN & WEINTRAUB Attorneys for the Debtors 225 Broadway New York, New York 10007 DAVIS POLK & WARDWELL Attorneys for the Debtors One Chase Manhattan Plaza New York, New York 10005 , -5- 50209 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 7, 1982 f Mr. Jack Walsh Union Carbide Corporation 17 Executive Park Drive Atlanta, Georgia 30329 Dear Jack: Here is a duplicate of the information package we have just sent to the Safety Directors for the four major mud companies. We've also copied John Myers, Blair_Ingalls and Fred Smith. Let us know if you need them sent to anyone else. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. (4) /jp/f Pa p Pessy* O'/cf, ///// l<J<jrk fob frr/r-u}. 'c e "> 50210 UNION CARBIDE CORPORATION 1 20 SOUTH RIVERSIDE PLAZA CHICAGO, ILLINOIS 60606 CREDIT DEPARTMENT - MIDWEST REGION TELEPHONE: (31 2) 454- 2057 January 4, 1982 Mr. Charles F. Petri Secretary/Treasurer MONTELLO, INC. 6106 E. 32nd Pi. Tulsa, Oklahoma 74135 Dear Mr. Petri: In reviewing our confidential credit file we find that while we have general information of a favorable nature concerning your company, we do not have a copy of your most recent financial statements. We would appreciate a copy of your most recent financial statement and interim statement including any accompanying notes so that we can fully meet your requirements for the coming year. You can be sure these statements will be held in the strictest of confidence and used for our credit purposes only. I would like to take this opportunity to thank you for your interest in our products and to wish you the best in the coming year. Very truly yours NRJ/sc Neil R. Johnson Midwest Region Credit 50211 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 January 8, 1982 Mr. Jack Walsh Union Carbide Corp. 17 Executive Park Drive Atlanta, Georgia 30329 Dear Jack: Enclosed is a copy of our lawyer's recommendation, based on Bob Fusaro's draft. Would appreciate it if you would send copies to the proper people. We'll stand by to hear from you on their thoughts or questions. Also enclosed is a copy of a letter from Mr. Johnson of the midwest region credit department. Jack, we haven't received such requests in many years. Handing out financial statements is a very simple matter for any publically owned company. However, we are privately owned, and we consider our statements proprietary and confidential. With our long history of prompt payment for all valid invoices, we find it hard to believe it is suddenly necessary for the credit department to require our statements. We only do this with our customers when there is some indication of financial problems. Mr. Johnson is very welcome to check with our bank, (Utica National Bank & Trust Co.; Mr. Jim Ross; we have a 2 million dollar line of credit, which is currently almost unused). In addition, he can check our Dun & Bradstreet listing, (Duns number 00-722-1682; rated 3A1, which is the highest composite credit appraisal they can assign to a company our size). In short, Jack, it seems to us there should be abundant evidence of our financial strength, without our having to divulge confidential statements. Since you are now the "point man" in all our dealings with Union Carbide, we're asking that you forward our response to the proper people. Best regards, MONTELLO, INC. ' Kenneth N. Campbell KNC/rmr Enc: (2) 50212 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 January 22, 1982 Mr. John Crane, Advertising Manager Metals Division Union Carbide Corp. 23rd Floor 11 West 42nd Street New York, NY 10036 Dear Mr. Crane: Please refer to our letter of December 8, and to our phone con versation of December 15, 1981. We have received camera ready artwork from our advertising agency on the Super Visbestos and Univis bags. They reflect our instructions for including the Union Carbide logo. We believe they comply with your wishes. In any case, please advise us at your earliest convenience. We will forward the original artwork to your King City plant, if you approve. If not, we welcome your prompt instructions for change. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/rmr Enc: (2) cc: Mr. Jack Walsh 50213 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 TH/s /$ % 2$ % '^SA RV February 11, 1982 Mr. Jack Walsh Union Carbide Corp. 17 Executive Park Drive Atlanta, GA 30329 Dear Jack: Enclosed is a copy of Blair's letter to EAL. We appreciate his help in getting us in touch with them. This is the recounting program we've talked about before. It just may possibly indicate that Niagra Falls is (understandably) conservative on the high side in their counts. If not, we'll still have a very useful body of verification from an independent facility. The reason for our letter is to ask whether this program may also be of some benefit to Ucar. If so, we would welcome any available help in covering the cost. Please let us know what you find out. Still no word on the indemnification agreement, or the redraft of our basic representative agreement. With no indication to the contrary, we assume both are progressing toward conclusion. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/rmr Enc: (1) 50214 UNION CARBIDE CORPORATION . METALS DIVISION . P. 0. BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-278-3376 February 8, 1982 Mr. George Caesar Environmental Analysis laboratories Corp. 2030 Wright Avenue Richmond, CA 94804 Dear George: Enclosed you will find 44 filter samples which we would like you to analyze for asbestos fiber concentration by the standard NIOSH method. Please report the results in fibers/field including the number of fields counted. I will also need your microscope field area in square millimeters for calculation of airborne concentration. The samples are identified as follows: AB C E 22 13 1 12 37 14 3 38 44 17 12 40 45 18 13 53 47 19 14 57 71 25 16 63 72 29 17 71 83 24 87 25 92 32 93 36 94 48 96 98 99 This work is at the request of our distributor, Montello, Inc., 6106 E. 32nd Place, Tulsa, OK 74135. Charges for this work, which I understand from our earlier conversation is $22/sample, is to be charged to Montello. Their P.0, requisition for this work is No. 3926. Best regards. BLIrdal CC: R. E. Byrne K. N. Campbell B. L. Ingalls Supervisor Special Projects 50215 rjy ^ cau/^fr-f ft// /ers J-'J> //dc^ /f(/( ~~ 0A j/} */A <er--t t/ T~ut & Cu/^id f/V< --d> 'f / L<d--i~/ A/jcu M~I f fr-* uy ~'*&A fin?--?J0 fir f $> f r~* *b /& ahf?Cl/fr, tc? ?t> 50216 EAL Corporation 030 Wright Avenue tichmond, California 94804 415)235-2633 TWX) 910-382-8132 *457881 sold TO Mentetlo, fee. 6188 E. 32ad Place Tola*, OS 74185 Attn.: Accents Payable USTOMEH OBBEff NS----- WORKO^b^Mo. PO#39S6 475TSO-1944--2 TEM QUANTITY JOB NUMBER DESCRIPTION 1 44 Mere filters far asbestos fiber eent m Electron REMIT TO: EAL CORPORATION FILE NO. 3409 P.O. BOX 60000 SAN FRANCISCO, CA. 94160 INVOICE DATE 2-22-82 TERMS UNIT PRICE $22.88 475788 Total 14172 i PAGE PF NET 30 DAYS TOTAL $868.88 $866.68 SAL analysis report dated 2-18-82 /ssbmittod fay: Unit a B. L . lCaga-arbnisd--e----- '91-510 (1/73) S' DUPLICATE INVOICE 50217 8120S b ^ ^ & ty q y vb -> `i-f- -yj ~lk/'-'^P? -- Q Y ,'Y VS 'T (f* 097ft '<t Ly/W<p/ ^> 0^. ?</ -'V pj ' ^ & `-'O'-ib/ 1 'j jp f> / p * y/ ). 'si yPy -/i-/js*0j i/ ' v</,,v VY/Y ^ <3 J `-y'S- yjt J- -!jti s' O^. 'y-S* v <??J ~s >^>fl^~/ (?_5y~Qji_S /* /^y /v^ / *T^ *s if ,, to,'f> _ 67 /, ^ yy7 j "j y^y.^nPQ ?, y/^ / ^ y -yy ^ `wv^/y --p ^ 'P--/ ^ ^ .^y ^ z / ^Y//t b J/ - y/y / /' /"*<?y <>-y yY7~Ty? ^ j- j j * /y^ Y^jj-i)p -J~ wk y/^yyyyyP jjj? yy <J a > yjy 'Jpyyo^y/- > ?;S yp QJ~ P* Mw/7oyJ) ^iy7 )) ^yVy^<V? 'Toys<&Y-,,w,/p j,j.-/<~vP< i- * v<? *y ->-id-,y sf,yjx^ j*py ^ ~yyry;r/^ /< <d-yo,' y ^ y f ^// * * r ^ 2^7 v y v^yZ'/i^y/^ y yy * ^ > yy___- / fS_r_r/i' a WJ- J /J U- C<H //S fi-et/ /'ecstf 3>~f 'jP-S;-/l> rT/y/ yot. r' <fJ s/- -.<^s=~7// Pst f>. ^/sn-ss- c#// y^ &y y*/ '$k //= /CyPsj*\* c<yy (~Pm Xr o A#, y u// // /--f C(P M Sr 7*~ a n <y /"-cp^c* r~ r y$ Ay ; r y$t j ) & o 4 d//' /y -^sisk/ai> y/^ a A)py y^ 6/ j>^ /" </,-/ C(i r f/ Pfr $ '-- /7^s<y u/ -e -py f-r <z x y iA/^e /r -- ia/ / / y yy ex a >v- ui f* -py 50219 UNION CARBIDE Wafidria asbestos UNION CARBIDE CORPORATION METALS DIVISION . 17 EXECUTIVE PARK DRIVE ATLANTA, GEORGIA . TEL: 404-321-6600 EXT. 340 Manch 8, 1982 Ken Campbell - Pnc&ldent Moniello, Inc. 6106 Ecu,t 32nd Place. TvJUa, Oklahoma 74063 Dean Ken: The following l& a iummany oi cunnent bag pricing we have obtained inom ouA Weit Cocut iupplien: Unlvli - Qua Code B0-13K Bagi Bag Type 3/60 lb. ply Knait 1 colon. 2/60 lb. Knait, 1/50 lb. bleached ply bag* 1 colon. up change ion. second colon. add 20M $244.70/M $275.95/M $ 2.75/M 40M $237.S5/M $269.10/M $ 1.50/M SOM $236.65/M $267.90/M $ 1.25/M 1 time 2 colon, plate change $300-$400 Supenvlibeitoi - Qua Code S0-12K 8agi Bag Type 4/50 lb. ply Knait 1 colon. 3/5 lb. Knait, 1/50 lb. bleached ply bagi 1 colon. up change ion second colon add 20M $320.30/M $354.SO/M $ 2.75/M 40M $31TJ5/M $347.95/M $ 1.50/M SOM $31?7TS/M $346.75/M $ 1.25/M 1 time 2 colon plate change $300-$400 The pniclng and extna cati one ba&ed on what the new Unlvli and Supenvl&be&ta bagi will coit and would be applicable to the coiting wonk you one doing ion Telnlte. Plea&e let me know li you have quatloa on the above on need any iunthen InionmatLon. Veny tnuly youa, lfar l l.-'-ej 50220 I ca -- / C /v it / IMA /. A h /t ft ' Sr~Ad/'t'C 2 r :l A--.dK. lA- 14 As ''Or 4/ <//4l l/O S/d 44 t> :,) A' k, ^, T (p' A r-A../.. fro 01 S /;'./-ro' " lAs k jk'~o r/c Yf , - .&. / f '</ <? /A/ ftcr? (_f4*KJ 4/cc 7"W/'- ^ 7 __ . . _ ^ C (1/ (/Y <4 A k (-7 //7"7 7S 45 0 /"A i^/-7 . /A StJ-i see re /fir, <4/k/r>J-' 0 4. u<4*/-1 <4 ?' ` <e Ae c A /^4y rer't e>r?# //A'* YoY. 4- Aca^YmO /a { / /Ye//1 s/t>n/<Y k e A / V-7 ^ k -C / A? ^ /A c r^e<o4 e //-. ^ r/ >' 1/ ,' A -- J YT - /D ~Yo ' e /ere/Yr/rl 0\ t/ p 0 /-e <f /Ym ? AY /r'^k) 7 S/pul/ Xe^/r S 4k hr~? / /r-?A /a L e f </?#/' 7^/ /fh r 'f /C uJ, Ar j 7~ r^y A <f 50221 /gfi Pddrm-r^ ^ / fi/ dm / T /7 e> Srulr7//y / . cr-u/? f/y t*r Jr-c</, rmS/e /--eth //-- -Pr/A dir/'V, r-tar/s'r-tf A -- J><?f /r^ f (/t'a/frc e.. aS y ri n isj r-en / / rf-r7 r~/'r A f. z^7 xrp d i/ dm / rmt/iY^r ^ X? A/f/>[ /? Ca>r~f-(Pm re d/ec/rdu Pi m-td/uce Our eK/PcHuriZ /% j/r/a -- Cfir cp /r/nm x d/rt#^/w / **~/<'e// */fd' / /qc&s Pd @ / Pr J? CfA/^Y -/Tv// r-frd //y^av/7^ Un<//e <?r 7AA Pal M^JOr C Li (Zac A' /'/-> /r'/fi, /0& - - to rrafi/r /rea A /eK-faof /T, ^ f 7^-l,. i, La/Sue c n f /^-e e/-/-ex d /dd A/. (AX pA tr ( <~ 6 H P /A f-r A, - PdJ A / P ^ !2h-t / n U / / (pr-r -fn sw cp ( j?f 4^2.2^ ~ pAp-C Ud>txr Cfiuh / Vf p -- 0 f~t . ^ l(/' / ///? < (P t j /u rArr/( u!k df. AeSZ---' Pdf 0* A S ~ ~~. Pt rd/ J>A\ Ar / -- CPt~t r pr-r </'jj r r-r(9 / )A r // &tp A * mr-AA-t/-- </,'/ c u < (Sfir-r, 4^<* Ar?//r ---------- 5s- Vf Pili? ',*TMe TO Jalj ~rtm~r-T x : AA j? n $ Atf fr n-7 f ft y ^ (pi /> ~P A. (& Cd<Y?s 7/ /-- 50175 *7jP 0 4. ^ * 4 -//v r?r <S/ ,.^7 mv a /ap, >'>r 9 ?~r (7-f d' b i Pr c-fo f-r Affr^/C lAJct f?y / \) d -f-r fj /y'fly? /' ^ (__#/* s ^ /A-rf/'* & J /v _ fif n xV- f! Ci /~T M-r-ct ~ tr^oc (9<^i )srr 7~6f*f /'ti , f Tp fa* P-t/ 7~i A-'/C <^/- tit h'^1 //70. C(S fa~> / ^*7^ ' "7 " /v-f^/f /"/'</<? w A*u f y, Pa A' r i% *? ,' H f f ^ *>u $ Q ^ ffi r' -t fa is , f # r* f-f-- -p n yA~ 50176 Cd A aA dtw . ///f s , \T^t K (xiAa / /r (/f fi/-- S' e /<^c */** S/W / C JA)~rrf Xt //f --^ 6^rAs h /4y < 'i'^) Ay rf-t -c y /v //* -f$ tfr~ f d ~7~(j) fr-i 0 -e .* 7~/- X . ........... ... .... .,, ..........._................................... .. . //V/ ^ <. <^X Xf n ^ JT/y m c /. 7a A A'Xffcx^A /~~X/ X X^tX ^ 7fi IA n X SrS Af S. C y jr<\ ^ { 9 t-fr ^/AXI & ff 'f 77 c A, x\jA ,/(> rtj r / firrf~ //tr-r / 77 X /X e a/y^r~# f/A - UA*'// A7f 7? y/x $ // c r ry Of //xrAxx77f ^ z/fit/kfj . f.//, - ~ 'X(/fy /% xe\ A - en'r\ C 1Ar~r 7 U-'tl {/--$> jy$ c Af & 77^ c -^ / / /rtAXy ^ Q x> J _u/t'// / f ^ cf T f*-r tiny SrtfrtAA. U/a')/ A.-e T'-etXy u/Af/r 7? 7<c A // fr$, ..... /Xa^h cjA/Jaly Ac-e ff f Av cA c @ A C, XL/ /ptO , -- $f An / yx y@ v ,, ,, * -, . ^, c,,,,,. dpi * ^ H i ^J & & fr-i x i?y y^// -- /a/~& ia^ a * // Ax .. 4t~r~* nf {.</ re ' h fxtfhnA {/A tLf fr-ratf AhsA <. ( crIxtAdt AA r-iA i4x/r!>e$A) K ZT/6r / /~ ^ r*f Or 50177 ? 1* CM <J?r yh // TTi & 50178 UNION CARBIDE (afiefriaxsBBSTvs UNION CARBIDE CORPORATION METALS DIVISION P.O.BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-278-3376 June 24, 1983 Montello, Inc. 6106 East 32nd Place Tulsa, OK 74135 Dear "Calidria" Asbestos Distributor: The "Calidria" Asbestos Sales Department will relocate from Niagara Falls, NY, to the Union Carbide consolidated office in Pittsburgh on July 10, 1983. Contact after that date should be as follows: Union Carbide Corporation Metals Division Robinson Plaza II, Route 60 Pittsburgh, PA 15205 Telephone: 412/787-5830 Please continue to place orders directly with your salesman or King City, if you do so now. If you placed your orders directly with Niagara Falls, please use the address above. Thank you for your cooperation in this matter. Very truly yours, ^-5 <3 l_ Gordon L. Dickson ' Manager-Asbestos Sales GLD:dac CC: T. P. Norris J. E. Walsh 50179 08T0S 61 //* -/,, ^ ^o y y^; xjr V0 '/ --O f/) m yA. gy ' 1* /? M V/^'> " W 7*J7 gl? Tarh cJ. ^ i4 C? a/ov S fr^-t k&r/fih rti'/A s~t '/ y^~ JTac />..... tsv' ( Ka/>/-') / -j ^ y' " '' J^/nrrk / uf r f -v'- c^a/x v .....<* /l SAuf't Jf/~*A? 4 /A J-f* JrfiliXC u}<?rx K/ J x x r c. ^ Xt / 7^ Jrx n ` ^ lAjh^'J' M<" yVV'/; , >< /4 rA-C /^/^ *e^ /" A4 - A V*~7... =* / ?((/'' r Cc? / ^ r'n / <z fl/^kt/,'^ c a/-f A *> ^ ^ /rV^7 50181 #L` S' 50182 */f'. 5Q183 /flu tn //' rrxx <<A\ fry f <f ^ ^ ^ f fi-- , (zee rsiT/^e ^ ft$gO) / J// faftefriaasbestos_________________________ UNION CARBIDE CORPORATION METALS DIVISION . 17 EXECUTIVE PARK DRIVE ATLANTA, GEORGIA TEL: 404-321-6600 EXT. 340 October 20, 1983 Mr. Ken Campbell MONTELLO 6106 East 32nd Place Tulsa, Oklahoma 74063 Dear Ken: Confirming our phone conversation yesterday, Gordon Dickson, Jim Kelly and I will arrive in Tulsa on Tuesday, November 8, scrnewTitu.ti LieLwwen ndon and 2 p.m. We will have a rental car and drive over to your office when we all arrive and have our business review/sales meeing with Harry, Allen, Chuck and yourself. Agenda items for the meeting include: 1983 sales and drilling activity 1984 outlook in the drilling industry 1984 pricing Field monitoring of drill rigs, past, present and future Work Practices legislation for the drilling industry Halliburton/Shurelift situation Offshore Telvis sales outlook Ashland Chemicals Oil Field Products Group Whatever agenda items we may not be able to cover at the office can be discussed during our joint dinner. I'll leave the restaurant choice and reserva tions up to you. We have reservations at the airport Sheraton that night for ease of departure the next morning. The agenda covers many items of our mutual interest, but if there are others not included that you would like to include, please let me knew. We expect that our joint discussion of the agenda topics will assist us both in increasing our asbestos sales to the drilling industry. Very truly yours, JEW/dlb J. E. Walsh Manager - Distributor Sales Metals Division (Zfoh4< = -* ft-<e4- 4or- ffrf Aedi. - ff-ad i//-*,' 'W'' txpkre. 50184 fib r fr-r -t f fr c> p /. 1 cf'r~ /i AcA/i/:/^ s, *tfr& A[> liJ /`f, //fr~t' / /$ A (Mu) 7'Af~u $4 / / Crete// / f/aiji <=//" / W 'r* c / V-t, (// > l-trrfr'jh / flfrre tl//C -tfh'lfSi..1 A"? / j/' @ , r , .. y ). V f^t ^ ^ pn /-- t/9, p>n - . y f fr-i/p e rlh\ mc e ffr+u; ,f fttJJ ?/1 Pi AA r~*a f/'/fifr h&V ^* 1/ 4 $/<n /u,e, -- r<44 - ( L P f-r $ //V // ,,, ^ r-*vt) // V*r/ J. - SA/Z - fr ;r<r. "la ^ " Jr4a/ 4 fuCo- 7urf /,'// " (/erf//(/'aMffijt < /tf/ - u'Pr'/C "/,';/. Kcrf ' Apr lr,//o ? ' $ 7j7^d f/7/ /<s // - (nr far / {A. V, \P/f. (sia //Z/oAfA/, ^ Lf'CH I' f h /(t n (/ i .... ^r' r // $ 7er/c f J /rs< r' t-r P<f. J- M 7t fr-t fy tp />! I(',, (t^<AS ///t'fer/~-^>y s* 'rnASc'P& /SoO \ /'r'rf /< /A/-, / S?-, - ~sltIritc/r/vi ^ $' l/car-f aM-r-frro/. /j> P/s/re /fysr?/- ~ PA rd> ?>-/}(. t6n \u \ 0. /f/litr-7 cJ f'-& prcA t-,/ 7fit' nP/f(~ (A r // ffs ,fn d fs - f?-raJ O " $ o la r~</ x /d, C? ,'/i PI // " iPho i\J-e //rf1'h-veAn,-/*;, 50185 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 November 15, 1983 Mr. Stephen E. Foster Market Manager Oil Field Chemicals Specialty Chemicals Division Union Carbide Corporation Old Ridgebury Road Danbury, CT 06817 Dear Steve: Many thanks for the use of the "book". We look forward to future opportunities for returning the favor, and especially to any prospects for mutually profitable joint marketing activities. B M K KNC/ca Enel: (1) 2ll 50186 ' A -r/j (V/ * -ftj <e ^ J /As /V-r^rV. TAP/-/ //X /ujAA AAu'j* IAS* //) A ATT hj /// /yf a/A X/a iT~} X**/ <. X* ^ ^ /V/ A*rf''</*}> (/at#, -- v Ctfr /"*// A~t 'fsr-r us? /r t^i Sf-~r J f T^ <0,/ ft*/1 Am/ ~H lyflU H/0 Tc 7'/ T, f Tl H [y rrr d>T~<S- " /& j/^H/ 5f^/ 14} \ "/>*<//- /VX'V/yX At re z-e^r/. iJ-fir-t rh f- At {</ Aa Ar/ ^ &T S *T /o " //i 4 9 a/}/u <7 7o 7 AAtd. A# ^Ay /frif t/p-f/ A/p/fr y~/eMjr f (rc C r/Tl 5 c Mf'// $//f t-v //////A M-rP rt>l /> r ~~ f *1 f* A " AAo 50187 Fmm The Desk Of GORD DICKSON Mb l? C.o VaJwvO Jv<j/</\^ AoJJciIt^s <ufchi ]jMuula . CALIDRIA" ASBESTOS S' 50188 L l. i. Vt. CORPORATION ~~ UjCT IOOOXVIEWCWWl. TRUKfej-j. CONNrOCUl Oot'.l (203)3?V010 October 4, 1983 KZCSJv^ OCT 7 7983 union CAPRir\r king cnx c^1 TO: Messrs. B. 0. Pigg John H. Lonnquist, Or. Oean Dupere Ooseph T. Mooney, Or. Frank W. Wardley Kurt Schwarz Oohn L. Myers Thomas Dougherty SUBOECT: Proposals of Danish Labour officials for TLV's for Asbestos and Natural and Synthetic Mineral Fibres The proposals outlined in the attached memorandum from Dansk Etemit are of particular interest. Promoters of substitute fibers for asbestos will not be pleased. Mr. Hansen correctly points out the reference method (membrane filter) is useless for monitoring a mixture of fibers. If the authorities, Danish or others, establish TLV's for fibers other than asbestos, airborne concentrations of mixtures of fibers cannot be measured by the reference method unless the TLV's and definitions of fibers of all substances are identical. Sincerely, Is attachment Oonn H. Marsh S' 50189 Dartsk Eternit Sonr>p*r0fhotmifj 5 F'ortfro** 762 7*DO Asbestos International Association 66 Gloucester Place Lone or. W1H 3HL ENGLAND 9& % y- 153. ITS >"< AIA/12/reg v*"' EHK/LP iooa*w>tS 29th August 1983 Att: Sir Neville Stack, Director General Dear Jimmy, ^ . \'V" . Thank vou for vour telex No. AIA/447 of 24th Aucus 1963. As you may know, the Danish Labour Inspection has suggested the following TLV's as from 01.01.5: . l Asbestos, excl. Crocidolite, which is banned 0.5 f/ml Mineral fibres, natural origin (Woilastor.ite, Atcapuicit, Zeclith) 0.5 f/ml .. Mineral fibres, synthetic (glass wool, mineral wool, slag wool) 1.0 f/ml Industry is going to raise objections via the Federation of Danish Industries. For our part we have had a prelimi nary' meeting with the Federation, and from our memo I should like to quote: - A.sbestos: "With a new TLV of 0.5 f/ml a considerable number of "approved" tools and methods would not any more be in the "low-dust" category - . * Fibres, synthetic and natural, inclusive cf asbestos: "In a mix of fibres, and using the reference method the iden tification of the various types (asbestos, cellulose, glass wool, Wollastonite,etc.) in the relevant range and the'assess- xneht of the percentages may only be done with a substantial spread." ' /2 50190 LEEDE OIL & GAS, INC. GENE POLLARD DRILLING AND COMPLETIONS MANAGER BUS. 915-602- 2535 RES. 915-362-3077 500 BUILOING OF THE SOUTHWEST MIDLAND,TEXAS 79701 d'H*'" y<f< ? 50186 c- / 0f_J> S 7, AZ J-L....... J <^~/ o____ j?jjpy. c- ?...... o. p_t c-?/ ....<P' ,,6> J 7^/ O CT%________ rjh*-<-^ ' <Pe CSJ_ ..... ^ f. 777.........// <7r ^ *7, -7fJ ______//tP ........ /1*4 a, c r, - , sy/ y>C .*. ...... ....... >, r.7. .. , 7.c^? _.... . As,7. r--/? <r^I? 9 <9, <5 / 2-J? &> o/ -?/ C-7^. c, f >...... &< o 7 .... C'/O 4 < C,(T, ._ _ X, <9 / >7/... ............. 0> cf7 ?/ /,<?_ y ..c / e<7 6 // /7.T __ >. -2-3<P ' 7/ ............ .cc = __ /v.??.- - &./JS - 501R7 Environmental Sciences PROCEDURE FOR FIBER COUNTING A section of the cellulose ester membrane is removed and optically cleared. The fibers greater than 5ym in length having an aspect ratio in excess of 3:1 (length-to-width) are counted using the NIOSH counting criteria. The counting field and fiber length/aspect ratio is defined by a calibrated Porton reticule. A minimum of 20 fields are counted even if the total fiber count exceeds 100. A minimum of 100 fibers are counted unless the number of fields counted is 100. The average airborne asbestos fiber concentration estimated by the filter sample may be calculated from the following formula: where: AC BF3 BFL ECA FR FB FL MFA T AC * I(FB/FL) " (BF3/BFL)1 (ECA) (1000) (FR) (T) (MFA) Airborne fiber concentration in (fibers > 5ym)/cm3. Total number of fibers counted in the BFL fields of the blank or control filters in fibers > 5ym. Total number of fields counted on the blank or control filters. Effective collecting area of filter (855 mm2 for a 37-mm filter with effective diameter of 33 mm). Pump flow rate in liters/min' (1 pm). Total number of fibers counted in the FL fields in fibers > 5ym. Total number of fields counted on the filter. Microscope count field area in mm2 (generally 0.003 to 0.006). Sample collection time in minutes. 501P8 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 23, 1983 Mr. Ray Taylor Major Mud Supply, Inc. P. 0. Box 1032 Elk City, Oklahoma 73648 Dear Mr. Taylor: Enclosed please find a complete set of all data received from Union Carbide on recent monitoring programs involv ing your company. The cover letter from Mr. Jack Walsh is also attached. We will follow up with you shortly after the first of the year, regarding Mr. Walsh's suggestion about additional monitoring. Meanwhile, please let us know if any ques tions arise concerning the enclosed reports. As instruc ted by Mr. Walsh, they will become part of our monitoring information package. As always, all names and locations will be deleted before the updated package is made avail able to other companies. Sincerely, MONTELLO, INC. Kenneth N. Campbell KNC/jd ' Enc. (4) cc: Mr. Jack Walsh 501B9 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 23, 1983 Hr. Raymond Smith Western Drilling Company 13014 North Morgan Road Yukon, Oklahoma 73099 Dear Mr. Smith: Enclosed please find a complete set of all data received from Union Carbide on recent monitoring programs involv ing your company. The cover letter from Mr. Jack Walsh is also attached. We will follow up with you shortly after the first of the year, regarding Mr. Walsh's suggestion about additional monitoring. Meanwhile, please let us know if any ques tions arise concerning the enclosed reports. As instruc ted by Mr. Walsh, they will become part of our monitoring information package. As always, all names and locations will be deleted before the updated package is made avail able to other companies. Sincerely, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. (4) cc: Mr. Jack Walsh 50170 monteilo 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 23, 1983 Mr. Gene Pollard Leede Oil & Gas, Inc. 500 Building of the Southwest Midland, Texas 79701 Dear Mr. Pollard: Enclosed please find a complete set of all data received from Union Carbide on recent monitoring programs involv ing your company. The cover letter from Mr. Jack Walsh is also attached. We will follow up with you shortly after the first of the year, regarding Mr. Walsh's suggestion about additional monitoring. Meanwhile, please let us know if any ques tions arise concerning the enclosed reports. As instruc ted by Mr. Walsh, they will become part of our monitoring information package. As always, all names and locations will be deleted before the updated package is made avail able to other companies. Sincerely, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. (4) cc: Mr. Jack Walsh 50171 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 January 17, 1983 Mr. James B. Rouse Union Carbide Corporation Law Department Old Ridgebury Road Danbury, Connecticut 06817 Dear Jim: We've executed and enclosed both copies of the Distributor Agree ment. We look forward to having one returned for our files, after execution by Union Carbide. If our understanding is correct, one item still remains open. In earlier discussions, we requested written consent as required in paragraph 6 on page 3 of the Agreement. If there is any question about this, please contact us. With best regards, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. (2) cc: J. E. Walsh 50172 UNITED STATES ENVIRONMENTAL PROTECTION AGENCY WASHINGTON, D.C. 20460 January 12, 1983 ACKNOWLEDGMENT OFFICE OF PESTICIDES AND TOXIC SUBSTANCES Kenneth N. Campbell President Montello 6106 East 32nd Place Tulsa, OK 74135 Re: Manufacturer's Report Asbestos Information EPA Form 7710-36/37 Control Number(s) 8182203723 Dear Mr. Campbell: This is to acknowledge receipt of the following checked items: Form 7710-36 Form 7710-37 General Correspondence X Submission is being considered as a Statement of Exemption. Submission is being considered as a Request for Exemption. You will be notified of the decision as soon as possible. If you wish to communicate about your submission, please include the control number(s) noted above. Correspondence should be sent to P.0. Box 2070, Rockville, Maryland 20852. Sincerely, DGB:mn Douglas G. Bannerman Acting Director Industry Assistance Office 50173 fafidria asbestos UNION CARBIDE CORPORATION . METALS DIVISION . 17 EXECUTIVE PARK DRIVE ATLANTA, GEORGIA TEL: 404-321-6600 EXT. 340 February IS, 1983 Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma 74135 ATTENTION: Ken Campbell - President Vear Ken, Enclosed axe three copies a report reviewing the subject o Supexvlsbesto* product quality, tut method* and. end cue performance. The report tea* undertaken to thxoughly review the*e subject* in order, to have the lull pletuxe In establishing viable product *peclllcatlon*. Vue to the *lze and length ol the report I am *endlng It to you noui *o youx people will be able to review It prior, to oux annual meeting and corxespond back to u* any question* or clarification* you have on the neport content*, *o that we can address them at the meeting. In regard to oux annual meeting we would like to *uggest Monday, March 21*t a* oux llrst choice and Monday, March 28th as an alternative. The March dates were cho*en *o that we could Include Bob Byrne who Is retiring at the end of March. Other agenda Items {[or the meeting In addition to the report can be dlscu**ed when you let me know If the suggested dates would be workable for you. Best regard*. JEW/tig Enclosure J. E. Walsh Manager - Vistributer Sale* 50174 T<*k' /, 2, fi r /-<* c/ tA & r' ,'ti ////?*$ /S Is f/" ?<~c/r /V/^Y/%' "Ac^r ym/ cfj uwfr A///". S' 50140 M/d ( l/ca / /'t'*//'. [c r? -? #/>/' / Af-iU \JfC C&A /r / (A7 cJf wca/~, , /c ^ i^r A / f~? // f~?~~r * fry H/jT-f A Bid PdC, CiJ ClJtf A '/'J "A? XT , /<? 7^ z7 *f /^> ^ / /^ <A &c Au /f* 7 cA e Lfi/tr. -( r r*-i/'M0tAf^t{ /jS-uAffr-r/t7 A X/*r- AZ A //Arr A f % /*//?" A> ^ / lA/4 l/^ y H. s'trA/ * r fee,'re { fir, /) efe Aar. *-y Cfit //</ /Avm , , /Ay fA?/ /" > cf7 A ca // <j ( //} A ?-rUr /7yJO~Y Yrl_r> JT'A-r-J, tTacA A 50141 mos v ^ V/^ v y/&/>...... ................................................... ~........ .^ rfjJ..... -v m....................... . v j-- ------------------- r/ ^ y / y> jTYJYYT *t&' j I' .......i#,'-//) y/yy / '-// jj-.jy'J/'iV):?! cj?_/x// / '=> j//? a?y ^ >v<v /*V </ - /7v^ 3 y ... HV // ^ ///T y J Y9 01 .......j'7/-J^W Vjf^<f -' fn y^>y? ^ >7 *y? -- - y^U ^vi iy i V ^/ ^y ZV '/y syt,' J ~ '......... & virjy > y ...... hyf l-^y y .....?** // tfT 7 ...'" .............. ' 4,Y7 Y?^yy? j $ y vj ? ? /W ^aU L^'jb 'j p JV^ ^ f/ \y yjy7 / ^ <cW/y %H-_,y $ Yj-f/ib (/ y/j hr/, <7<J _j soy w J O C is 1 XV ^7 V (a/q a J- fa *>/jfd fa d dhw wo , /d//^ 1 d\A f fir ^/_T // uJ efaf \ r01 yd // . ^ r" /JT^d si/sd V'* u/fih, d U){7 f 3 d/-e " h t) dJn ^ > // / dtp nlduj //>,/ <$/'$/?.'V'" f fa f~7 d ?\ S' 50143 mos VW 0-i{ k?* y & py _ r <'i6t?? (f/? _//yy ,,, ~J <? _ l// , A v/..v// --// ^ & J ?/* / >5'/, 1 ' >fc7 iV/ , / '' //Jfii fjp _r^_rc ** y>/t,/w + j*?/, wzr {/Q/ 'U~a 'c uAtf (f /r ljcs\r - -7 n V, My t>6 r ^4 a c^/Cff ../ * Co //T ................................ 9 , /~n>'/!/--{r /r.'J-r / -t/f, yP S'/Zf S~r /V s/r -&0.z?/7 -e/A'0/^ t a/cas~ fsytjss A-e-ffi *n t <M/Cp"St fcf. eyr-e^r c S7f> ... , A- S ( ZV-<7 v/z/ (5/47 f S '.............................. 5// * S'0r-c C ................. /(>/ > ../z ....... y- /ffA /'A sn Ma r S 6~, /cP v f...P 50145 2V/ fP tr I (fa A . r-rr, -- t t-r O' r 0 L-f 9P*~ t/<? <? f <J~ csrr 1 ~ *>yTc? frf f ' *(r~* c? /tfCiS r %/ ff ts? f ^ 50146 >z/h, j /o " Lxjft? v k s v e r~ ~h(-> rr<4 C S- tkr~* tQf7/rAf/ f/L^ /"A / A tty-7 $/-! !/ (/sp & s-> IriJt /A rS - ' -eA /A $6 , --- J \. t (K 1M } f*? t>\ - (At> try A jc -f // - ' ffsk A k A ~ A ~f h* / (\ // V' rfYc< r/5 50147 UNION CARBIDE CORPORATION METALS DIVISION P.O. BOX "K" KING CITY, CA 93930 TEL: 408-385-5961 November 11, 198l Mr. K. N. Campbell Montello Inc. 6106 E. 32nd Place Tulsa, OK 74135 Dear Ken: Enclosed is the memo we discussed concerning the AIA/EPA meeting. Suggest you contactyFrank Shell and make a joint "presentation" to EPA. I'll be in Washington for AIA/NA meetings on December 8 and 9 if you and/or Frank would like to discuss further. Best personal regards and thanks for the kind words - the feelings are mutual. Very truly yours, cc: Jack E. Walsh w/enc. /dm 50304 J~ Oa If A'1'An /v y <?/-"-* Af~A[A pp^ ffyf'tfts*** ytps-p'Af-Ap/t ~ W Hvypft'fr 7c TJPPaa, ' CPf^A f-^ t-'ij <Ta_cA u/Afr. Ac u nA^A?/ yfu Ar-' /*/t ry ),tn / TA/AeA /<9 f~r~tf n A . s A fAAA/ 0 k-T -e A^p'l Mfr kjffA. rd>cA Afar sy? . An Fcr/A AAA // Ca n (A W /A?M a ?r-7 C^f/A. J r~f // A~ J Arf^r f ,'AA /7T Pn / < S f/> A /A Jpp/y/" ~~ p p / / rAtfre Cct// ?- / "/P f?^D c Ac " //f'fAf/r7 - Pk ri if AraAA^A, /AfA/C7^t ft Dr /^rd X fame AA / r>^ / (/Acc-C (/{/-<?,//( A A /Vr AaA^T7 AcA P A a./y*/,yf, (& UJtrAs- Aec e) -- ft? Li. ujc\ Cl A c-c: iif/iA,1/-,^ c>I-?e f ,> AA-c'r-f s y^ y-c~^TcrA^ CfiO P A cAAc pf ' - - rr ''lAtrA /%/'//-*/>/ HHAA6c$tUU //<A? iSiu "/At '', (SCf-ri.A- kAltliA A (ft /, 'nft lA/ PP C-J A/r l PAPA o * Zc, ,. *eut,/A' x. s * ci /-c e ^A . AAA' A; h?cm /A^ <?fAA C /P A?A, />i> <r! iP r'A P y~? /~A? f/Ar-y Af e*\ Art?fr-t PrUA/^cr, - A/*oA~ Acc\,.--------- s7~M- "fiU A/ q/jc- J pa r^ 'la ic?<$ti A p-f /Ap-- r V/7 ^ o 6f A*?'ct Ay *<. Aro ,Y Ar AA A?P 3 50305 ( T^ck ca:)ft " >*/"/*/ - ttcfc Ult/sh of f tr~) ^ ffn / -- '/'o <^Tc^c A sf A C AC /At ^ t $/ r'r~ !/-> /At &.< //( Ar r. ft ry V kcK C /s (Va f <^r) Cr^i / A /a 7^* ;/_C 'rf~'?'r'~ (LflCr-r/^ 50306 t h // fa (/ ^7J7,u7 _M7f.y irj - M4 H7~j7?A/ AactA kJalt l, - L 7^ / 7f.t/ S L 7/7/ .-- /* ji - /'/f v f*r'6f/ , ;; " (itor- 47/f7 7a/-, C7fs~c. " ^ 0{7$ `j/Li - /~f~rAi TAfjL ^7 ct>*,7x<?7 774>c-- z^/^, \ lTa-? ft, 7/-s-*q fi 7c7 a/rAf*yc7 <Arft/7, 2. - - - . /^ A7"7'Wa-*T- ^/7 7 // / ^ . //A,'//-'/, -- , ,/ Afitue r Afcar- A -f/r /vy^ 7' 7- V ^r /z> // >-7 ^ f fn t Aj Mu/t,_{2$. 7s C'K- /{ /> 7 yV-? --X 7*--* - /P <~f~ ' ^~'(/2,77f 77, ^A A A7* C T7t ----------------------.fJeLstrf rf ;-c r( st.n(f ^ rn,// i7 -f t /- ~A... e >, *2 <*? f 77.* <-n ( A / C\J c "''T^S.i/As =- / 7^2 72 H 7.(7/ ^ - /! A 27 X S ~f jT'tf f/- 07 /4 c* f-e , 77 2a c 4- IaJ'ey 19 f> - ) ^2 j /j7 fa A r<f7 7o Tohn U/ 7 /7 50307 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 30, 1981 Mr. W. C. Thurber Vice President and General Manager Metals Division, Section J-l Union Carbide Corporation Old Ridgebury Road Danbury, Connecticut 06817 Dear Bill: Enclosed is an executed copy of the Exhibit A acceptance for the coming year. Please accept and pass on our best wishes to all, for a happy and prosperous new year. Best personal regards, MONTELLO, INC. Kenneth N. Campbell KNC/rmr Enc: (1) 4' 50308 ji />$/( -- Jack u)a (g A ' Cr'A(-r-( ~ /$//, f/'y/jP/if z/ z + 7?p - Z.Z y/ (p < ^ # ti a - /<=V^ /^ -//-J>Z~ k -e j-7 c f# s u{ Ar~-? l/{cAr~ c r-fps k >~9 / <=*f^ -- UHt'i/frs*/ /r^? ft--f ^ l/f 1 c'0 (Js^r'f r f-pr- /f/k JZ-.-//,<^ Fhtkiy^ C (k^A "fk i-~P> f-~E>n w-fr y MkMTE'C./P 7 /s*., ^X/4/CW/Vt-^ <9 /v rr 50309 fTiontello 6106 EAST 32ND PLACE TULSA. OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 December 8, 1981 Mr. John Crane Advertising Manager Metals Division Union Carbide Corporation 23rd Floor 11 West 42nd Street New York, NY 10036 Dear Mr. Crane: We spoke with Mr. Jack Walsh last week, and he has asked us to contact you. We are designing new bags for all our products. Two of them (Univis and Super Visbestos) are manufactured by your com pany at King City, California. We have asked for permission to incorporate the Carbide logo into the new bag formats. We understand you wish to discuss this request with us. In order to facilitate the conversation, we have enclosed xerox copies of the artwork on two of our other products, illustrating the new design. Please give us a call at your convenience so we can exchange ideas on how and where to include your logo. We'll look forward to hear ing from you. Best regards, MONTELLO, INC. Kenneth N. Campbell KNC/rmr Enc: (2) cc: Mr. Jack Walsh 50310 montello /DKS J<JL^ V _ ^ /tO ^A J?. LtOChu._ yihf dear Mitf-i C^S-e ROOM 808, 8th FLOOR, FAR EAST SHOPPING CENTRE SINGAPORE 0923. TEL: 2352088 EXT. 885 (24 HOURS) TELEX: ACTION RS 23824 5 311 50313 t. UNION CARBIDE CORPORATION METALS DIVISION P. 0. BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-278-3376 March 31, 1981 Mr. Allen Johnson Montello, Inc. 6106 East 32 Place Tulsa, OK 74135 Dear Allen: Enclosed please find the results of the air monitorings run in the Abilene, Texas area. As you can see, the data show fiber emissions to be well within current OSHA limitations. While the data are expressed to the third decimal place. we feel that the results should be viewed as being significant to the nearest tenth (0.1). This reflects our, and others, opinion that the reliability of this particular procedure is limited to this degree of accuracy. I would like to apologize for the delay in getting the report to you. We have had some scheduling and vacation problems that were unavoidable. Please let me know if there are any questions regarding the report, or if I may be of any further service. Very truly yours FLS:sdh Enclosure 50315 OVdU^ <ztyj @rK, 50316 3//9/S / *~7 LOl & l ~7c*i^ &*..+- /^ur^' d&yA. *t&u 321/-0 ~ff* 7^a- ^ ^V- jo-^o-C^6/oi^/j ^ C<i*q r^7~ //^X/t' &ff /&3 SyrySy j/2i ytM W*~ rj - <& ^XjU. 1U* e (UT /7'7C,or0t> ,?J2J tJ.X'oa.tr* . /o2 / 5?^^ - ^ 4 3& $ 3.\iic Ctt~z-> J"? O. <?y\oixls' **Xj rxr.s 50318 / ?. ^yi? c^>- J7^ ^ZP(2^ y&? <r^ '^*L~c^ <^c^s> /2&7 '^p~^{< yKA<2j?x/ tf~~~ V 5n3t9 Union Carbide Corporation Metals Division P. 0, Box 579 Niagara Falls, New York 14302 April 28, 1980 MEMORANDUM To: 'KT,H?lsCampbe11sH W. B. DeAtley B. L. Ingalls J. E. Walsh . From: J. L. Myers Copies: 6. R. Adams R. E. Byrne, Jr. F. J. Shortsleeve/R. W. Rebholz Subject: Montello Meeting, Tulsa, OK - 5/5/80 Per my telecon with Ken Campbell on 4/15/80, the following items will be discussed at our meeting in Tulsa on 5/5/80: 1. QC Procedure: Revision, Results, Reporting, Specifications. 2. Product Shipments: Estimates, Orders, Scheduling, Packaging. 3. Will we do anything to maintain the drilling mud business and/or compete with Flosal? a) Will mini-pellets (1/8") or another size pellet be available? b) Would we operate a "system" installed by Montello? c) Control!ed-moisture product, or wetted product. d) Would RG-100 be cost/effective? e) Additives to improve dispersion. . f) Can we screen out broken pellets? g) How is Flosal made? Do we want a "me-too" product? 4. Status of Dresser's silane-treated product. Should we still work on something similar? 5. Non-U.S. markets: Japan, Mexico, Europe. . The purpose of this meeting is not only to iron out some current problems; but, more importantly, to discuss the future direction of the business. The agenda is certainly not limited to the items listed above. We all have rooms at the Sheraton-Airport for 5/4/80. Ken will meet us at 6 PM on 5/4 for dinner and at 7 AM on 5/5 for breakfast. The meeting will end by 3:30 PM on 5/5. 50321 ^ hr$ fr-t )' /ft tf rr~? f~ / < J //~$ a }Acr/s' <9 n /(O Z, //*<./ B/A,Kr-s /AA c< /py . */>* ^ r ', ^ s/J, fer- f f: }' ce <, f XAA (9 ft ft'A/ c / . f-T.l- /#/. 1. (fifa.'r d>/ <0 Ed kJn>(/{ tAjeri /-<// /o/zz -- CC p0 past e h A t?uf P/-r*if do.y'^ P A^-r// h-ee</ Ao /fojrk c / A f c f ~~ (p <y ; /-> C /h w ? ' f~> 0f / r J C /`O' A i~ T(J/ kfd /-r h kf / ^A e/>A. Qu t lJ A'-V/ /. fA / 6 A/ / /A" tA AA^ & hr 'W'C </7 A / $. > 7. foA H uA ' // c k (Pftl f/ a"/1 a /y~i A 0 /(7 A (A K /r-7 /if{ / / lAtfi A r~tx<'$ > r-rf r P a zP. V> 1 /// fin r 4~P$ a C A C1,. / A ft, A 5 fa / , 4 S f "Pa up ~e h. , * $ (^r/r/5, fir-T <9 fl f As o f/> ^Aaa? rA /77 ? " --7 f ^A ft tl P (/ ( } ~ -- c76/ fr~7> ft /7 ^ 50322 flialh/tahrtaasbestos UNION CARBIDE CORPORATION METALS DIVISION P. 0. BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-278-3376 October 8, 1980 Mr. K. N. Campbell Montello, Inc. 6106 East 32nd Place Tulsa, OK 74135 Dear Ken: Per our recent meeting, enclosed are copies of the following: 1. Attendance list for the recent AIA/NA Industry-Government Conference. 2. List of AIA/NA member companies. 3. AIA/NA summary of State Legislative activities. 4. AIA/NA summary of Federal Initiatives 5. Mr. Ramachandran's patent No. U.S. 4183814 on silane-treated asbestos. I have received concurrence from Ram that he would be glad to visit Ed Wood's operation in Houston to assist in any way possible. As we discussed, Blair could also be of assistance. Ram would like to have a sample of Ed's product if you are ever able to get one. This would be especially helpful before a trip is made. I will respond shortly to other items we discussed: liability coverage, mini-pel-let screening, etc. Very truly yours. Jo 5 Ma ,, nager JLM:dal Enclosures CC: B. L. Ingalls S. Ramachandran J. E. Walsh 50323 fit cax /-rp pr t* trr Wtf *r * `f/** #</?$. /9//&/S v TTm^ZY //fit t/C h r - /-r H #~r /' rjPSrr^f ~~ Vr7</^~r / S/ ~~ /iZ/rS-f) f/t /, / f-r-i J/. ' 6A $,`/->se Ac/ /* '/. , ~ S (a r#/f<//fiis# Ait a /// fi J/fro-v fiy/ k/ h//' U,' *- i^h/sr . rffit ? ~ --- C Uu/d\/-~ Ptrc Z/O/v et/;o* // /a / ^ r-^-e /^idj^y^r ?AbJ 7 s tct @ At /<- 7 \ /' e m i>, Crfrry^- fif? ^ ,/fifio^/ J fir 'a /S7Ar#yYSL ftr'/fh/fc/ A-/ / a f^ok /r'eif, ct/ /JfYt/ (fi^r'J^T rPl r fi*1x0/7^ ^ ^ /X 4fr-/f, d/ArrQC/i /2/0 ITS>/y///>P /A/77/A> //"// ^S f/^fi^ ^ f1 r /w ^nofi per 'htf, ^},chp ^ 7 50278 t/?1/v /7//sd. P ttfV b#/a'r'y >V fiP.'-f/tiL/' y rrxi^hk l/rr--tt v' j "j^r-rcmy r/^0.frSs/ -- < U}drk j/rac7<'cf $> y- <- cJa " t/\T ipyj r' Z-sif ' , #A- 7 at t> -4 h-rf) A-Xfh /dUk^ -f (/ <% /- l"{n% A 7hi r' J 4/- s*6 ,'t 4 ^ <? */ 4 liS Pr-A ,SsiACfi'c?* S ' r < . K?Of Or#*ht/ fh f' / u/ ? /> $7 y*f ' v a <7~ft's 1 m 1 #>/;-,,'//? P ^ .$LtL^ o/ar,'/) b\J bay Tj^ryb ^ /rj? -f AA 8-7. -- vMJ ,^> /A-?tP#(d? yA^/'/ A/Vv9, 7ft T. . < / y Sj/7(y. & J^/TT L> 7 Cfl hT A? /" ffids. ~T ' . A -- jr-O-efrca a/ &?7 j77&~ C* /> J>* </irt$rt/j AvA /7 p r ptcC Of Ci m a tt ~/~j 50279 0820S L^-/ -M -f tft weft u...ftrytJft ft f' ^ ^A ^ `->H yy$ ?<* 'j-'S <9 <r Mi/J /yv/d Xii^^T'ft1' ^ ^ 'i 'Tl^y fft f*l QLj c /"('I ^ 1 ft ty y'ft t/ft/h ft ^ J$W ft )V1 ^ Uj V7 ^ftX < y/y/ y/ v- <P ^ 3/y *f. o J^vv " y m . l ~~ a/rtn J? fr~(_P t 0<*r A# M F0 f~~ /A a ATd A r~> &6 l PK$f CPf A A/^idS. - ]Vfu r<? W// / ^ // fry? H.-et'r uJ A ^T? A t;iArfX /?// it, or PH/A/A oi?9 (f^CiJ +0 tSAt. y0H -rh* H^fp/ "'syrr f?~< A r-r a^ r p r > 50281 Z8S0S // b( Ay /v/7 4 Y?ir/*6, A'*5 (f //Ay v/. 5.'/1 5 x, / A A ^J^L__J 4 m <t /(J/VI Coj.^1 y fy+>M- 0/ ^O&jY ^ J ~~'2r A W-S 3 f-Jl 07 "//' ` ` ` '' Y^y^'U/ 7 y/A AA .v# )y4? Cy/ /o LJ y . -> <? A/^ L</ /vo^y A / j /o i~jy?*y V^A 4auy~? ?? -v/^AA A^#/>7 ^ yyAy/ A A<3 ~ '' 5/d/^i ^; ji^o o y -<fV ja AwA 1TTrirWi /^J ^/ "A ^S y y y ^ )-y _ 5 /j j-. y A^o & yy A4. yAv yy^/^y (&W j 'su's/tLjen '*> ^AyA -J 3Sd-/? y^yr%y/ yf ^-l / n!M /0 Are 2r Yytn ml K'h ^ ^ lf< 9fP U ^ -{r uj <K(J >} ,, V [T#^v u>;J' `t<fj,Vi_ to h^nf* J} ', C re e./ ^/ /' a ^ ^ /^r //^ 5 /L 7" Tk<<Jf/, 9?~i /l?awcf/f]/Jh^ // 19 , "* < iTS / ^ <4 /V/^ S>. y //*7] j '/--) C{~J f*Tf"?7/r r'-tc/HQ- f frrr^'^ u/r// ftTsTse w? cP <ntk ej~a <-( r k/ / / / ^ ^ Ytf $rrr si " o jY ( Jr ' N f~t (A) t / ^ Y? J? ^ ^ A 1>Y\4 f A r~ llh /1 4^/* tlx -f f~i 9 / ^ ?7 ^/> f~i h/J Sx hr-xJ J Oh $h /' ci ^ /_/__^_____/_v4*^ tV /;ccr/AlA //f h J ^ -^"7 hr f hY /ha 'pY trh^hf* Y^fci /--, jY, fA /, 50284 'y ois <7- ,yvi/V //ryy $ ^>Q & MWt/i zysinyrs- yL //. w/ "V yy / ._ y yy^oyi 5 .........^ / / v<7/>... ^ Qjy......7^ ..... '"." `............... Qof U6>-J<^ r,'^W^/f yyyy~7yy^7 my-1-/ s-t/ If /" y'J/...... U ......//yf vy/ tf y#//^Y . >/<?.....r ^ <7> //f/ :|...... *2? > H MjA ............../ r-> / A, .... A/ V 6?y? flyd 2^V/ -"/ PS Form 3800, A pr. 19*76 P.23 7199983 RECEIPT FOR CERTIFIED MAIL HO INSURANCE COVERAGE PRQVIDEONOT FOR INTERNATIONAL MAIL UiKfUcR: CortpUt* liuini l, 1, feod 3. Add youi uUtcu tri Uu ~KTUEM TO*" mwM) 1. The following aervica U rnjoerted (chock one.) G Show lo whom and data delivered.................. ........4 O Show lo whom, dale and addresi of delivery...___4 RESTRICTED DELIVERY Show 10 whom and date delivered.............___4 RESTRICTED DEUVF.RY. Show 10 whom, dJla, and adihaa of ileinery.J____ (CONSULT POSTMASTER FOR FEES) Z. ARTICLE ADDRESSED TOi 1. ARTICLE OESCRIFTIONi REOISTERkONO, I CERTIFIED DO. IWAJRED HO. lAlweyi obtain fionabira of addrum-- or agant) I have received die article described above. SIOAlATURE OAddtsaee QauUiviled Bjpat B. ADDRESS ICompWw only If V, o Ik mv A 6. t/MABLE TO DELIVER UECAUSCi TO ^aro: ttw-aiutM 03 Or". <M tOo USF&G INSURANCE Telephone: 946-6440 Chet E. Brakefield SENIOR LOSS CONTROL REPRESENTATIVE UNITEO STATES FIDELITY AND GUARANTY COMPANY INSURANCE ENGINEERING AND AUDIT DEPARTMENT 3500 N. W. 56TH STREET OKLA. CITY. OKLA. 73112 S' 50287 the COMPANIES INSURANCE ENGINEERING ft AUDIT DEPARTMENT la /\/fj? ^ (/'P j Insured, Show"Trade Name First ?a Xh / ^ Location Serviced A Zr __<F PRODUCTS LIABILITY DATA SALES --NOT FOOD OR DRINK Af(-th__ f~> h "$ * C~T-- ___________________________________ 2b.____ Safety'Representative GENERAL INFORMATION 3. List TYPES of PRODUCTS and PRINCIPAL USES--include discontinued products. Indicate those listed with Underwriters Laboratories, American Gas Association or similar organizations. , / </ //; 4. Purchased Products sold under Insured's label--of Total Sales- 7. Insured is: ________ Distributor Wholesaler % Retailer Ml__%5. Imported Products of Total Sales- 6. Products used in aircraft, missiles or submersibles--of Total Sales___ 8. Sales Area: Installer _______ Local Regional National International 9. Length of time _ / in business: /f ^ 10. Background with products handled:. 1. PAST LOSSES and VIOLATIONS of applicable regulation--types and frequency: JL A PRODUCTS LOSS CONTROL '. Is there a Products 13. Is there a Products 14. Is there a Products Loss Control Program Yes No Loss Control Coordinator Yes Cfr No Loss Control Committee Yes >. COMPOSITION of COMM /gjs Purchasing Safety Insurance i. If product fails to perform intended function properly is B.I. or P.D. likely Yes Jg> 17. Does Committee consider potential misuse and hazards Jg~ Yes No B-r No "fop* /nft ' ..Jtrftz. I. About customer complaints, service reports and products claims: Does Committee -- Review Investigate Yes Yes No No Correct Notify Supplier El Yes No Si Yes No l. RECORDS: Include Committee activities Include Customer complaints Include inspection results Yes Yes J^Yes A No No No Stored in metal cabinets in protected area If not, how How long are records maintained * Yes No c/et-hnpy ed IEA 228 (5-77) -- OVER -- 50288 QUALITY CONTROL 20 Is there a writtenCfrfa'h PTWncf? q.j 21. Suppliers Quality Control Program Y No ^ controlled by: 22. PRODUCTS under Insured's own label: J Surveys Past history Source inspection Jjf Receiving inspection Insured prepares specifications Specifications reviewed by Legal Counsel ^4. JJ^T Yes No Comply with applicable Yes No JGy/3ga*regulations and standards # Yes No LABELING, MARKETING and SERVICE LABELING: Reviewed by Legal Counsel Yes No Comply with applicable regulations MARKETING: Advertising and Sales Literature reviewed by Legal Counsel/^ Yes No No PACKAGING: Adequate to prevent damage INSTALLATION or SERVICE: Personnel -- Insured's employees 53^Yes q No Subcontractor Any repackaging done Puchaser Yes Jpf'No Required to -- X - Dh report alterations report misuse Yes No Yes jJ'fNo /f'r'ddtA r/-, Return failed parts Inform user of misuse Yes Yes JR No (hot bij f \ 5 NOTES 1. Explain items marked "No" op 2. Include comments, evaluations and recommendations on IEA 92. 3. Attach copies of labels, advertising literature, etc. for chemical products. f6 )^k M ^ '// V $~dm n (A^Ot, hI r: c#>' / - <& MJ ,r-'r- V*? H itId i~h ^f< r~ t** > 50290 & 50291 k 0\ j)/1 ~ hi t h p- x yWf"- fr9 (aP 0 /''(? t/ fY ^7*7/ , Cbef /Xr~p/c /XV //</ /-w /PV-ct vac r'/ s~?. X J~>t ' - P/ y? /--^ /. /y>A /,t v^' i?/ h^r * /X " (y Pc P yj?- d> s ciy- e -- lAA r ty /fi uj y C*A /f-'S Concern - 0 ^rj z> A W y-i c ^ '' J> s J y ?t/ f C C{ A--n[ (/ fi / Aoys- v / f , ^ /X ~ b/f r cA/,'/jf - s?fi {{,&/<* /f. h/p u /n s/0 */ ( g>/^ / / l0f /> ' // 'X^C, / ^ ^ /X 4, uJo rt/ ls-,a x<ct/> /- /a "/Psp//la A'r o -- A ft ut J ? P~ PflyP -- f-r&f fr ~ AfS-rataA ft<? " UP P pi duP^ k> u ' i\ ) Or e f S H t A. - m < X c /? Aik/1 c\ A A< d0 >V b. U <? X * b f^SOtfr--, ft*-, ff-r oX<X A a Pu -- (PS-7? // /L, `/<a s} P/S- , f t ^ /~7 %$ A s/Zfrr// / ^r ' rsy r r \y XX"^>^4 > ti r-f montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 October 5, 1981 Hr. Chet E. Brakefield USF and G Insurance 3500 N. W. 56th Street Oklahoma City, Oklahoma 73112 Dear Chet: Enclosed is the form you left with us. Frankly, it didn't seem to quite "fit" our operation, but we did the best we could. As discussed, we'll be glad to furnish any additional details you may need. We hope to hear from you soon, as we would like to finish this project. With best regards, MONTELLO, INC. Kenneth N. Campbell KNC/jd Enc. as stated & 50293 THE COMPANIES INSURANCE ENGINEERING fc AUDIT DEPARTMENT ( Montello, Inc. Insured, Show Trdt Name First t International Location Serviced PRODUCTS LIABILITY DATA SALES --NOT FOOD OR DRINK 1h Oct. 1, 1981 ID__________ ______ _______________________________ ..___ Date .. Allen Johnson ZD. _ _________________________________ Safety Representative GENERAL INFORMATION 3. List TYPES of PRODUCTS and PRINCIPAL USES--include discontinued products. Indicate those listed with Underwriters Laboratories, American Gas Association or similar organizations. (See attached list.) 4. Purchased Products sold under Insured's label--of Total Sales 95 ^ 7. Insured is: Distributor cX Wholesaler Retailer 5. Imported Products of Total Sales 60 6. Products used in aircraft, missiles % or submersibles--of Total Sales 8. Sales Area: Installer Local Regional National International 9. Length of time in business: 24 years 10. Background with products handled: 24 years L. PAST LOSSES and VIOLATIONS of applicable regulation--types and frequency: None 0% PRODUCTS LOSS CONTROL Is there a Products 13. Is there a Products Loss Control Program Yes (Q No Loss Control Coordinator Yes [2 No COMPOSITION of COMMITTEE: |Q Management Legal ID Marketing 14. is there a products (4 of top management) Loss Control Committee Yes CX No K3 Quality Control El Purchasing If product fails to perform intended function properly is B.I. or P.D. likely Yes About customer complaints, service reports Safety Insurance ---------------------- OS No 17. Does Committee consider potential misuse and hazards & Yes No Review |.Yes No Correct &} Yes No and products claims: Does Committee-- Investigate Yes No Notify Supplier R) Yes No RECORDS: Include Committee activities Include Customer complaints Include inspection results IEA22S (S*77) T- Yes $ Yes Q! Yes $ No No No Stored in metal cabinets in protected area Yes No If not, how How long are records_maintained Never destroyed yet ....................................mSfm -OYER- 50294 w U UUUU^iU Jl ilf .. . l_ M0NTEL10 ACRIPOL IMCO AMOCO SPA CYPAN BAROID AMOCO SPA CYPAN MAGCOBAR AMOCO SPA CYPAN BIOTROL PRESERVALOID ALDACIDE MY-LO-JEL PERSERVATIVE D F FLOC D F FLOC D F FLOC D F FLOC DRILSTAR Y DRILSTAR Y DRILSTAR Y DRILSTAR Y FILTROL PRIME LOID IMPERMEX MY-LO-JEL FREE HOLE FREE PIPE SKOT-FREE PIPE LAX ' HME HME HME HME HOLEMAKER FLOC HOLEMAKER FLOC HOLEMAKER FLOC HOLEMAKER FLOC MON COSE IMCO CMC CELLEX MAGCO CMC MON DET MD . CON DET D -D MON EX GELEX BENEX BENEX MON HIB PT-102 COAT C-1815 INHIBITOR NO. 6 MONOIL CONCENTRATE KEN-X INVERMUL VERTOIL MON PAC DRISPAC DRISPAC DRISPAC MON PAC ULTRA-LO DRISPAC SUPER-LO DRISPAC SUPER-LO DRISPAC SUPER-LO OXY-S OXY-S OXY-S OXY-S PHENO BLEND KWIK SEAL ' KWIK SEAL KWIK SEAL PHENO SEAL PHENO SEAL PHENO SEAL PHENO SEAL SL1X EP LUBE EP MUD LUBE BIT LUBE SUPERDRIL SOLTEX SOLTEX SOLTEX SUPER LUBE FLOW SUPER LUBE FLOW SUPER LUBE FLOW SUPER LUBE FLOW UNIVIS/SUPER VISBESTOS SHURLIFT FLOSAL FLOSAL MON STAR HEC (10) -- HEC DEXTRID HEC -- HEC. COMMERCIAL CHEMICALS AND EQUIVALENTS TO OTHER COMMONLY USED MUD PRODUCTS CAN BE PROVIDED ON REQUEST. MILCHEM AMOCO SPA CYPAN PRESERVATIVE D F FLOC DRILSTAR Y MILSTARCH PETROCOTE HME HOLEMAKER FLOC MILCHEM CMC MD BENEX AMI-TEX CARBO-TEC DRISPAC DRISPAC SUPER-LO OXY-S KWIK SEAL PHENO SEAL LUBRJ-FILM SOLTEX SUPER LUBE FLOW FLOSAL -- i. HEC in CT, CM O tn G. ELLIS GABLE CHARLES R GOTWALS.JR ARTHUR E. RUBIN JOHN B. JOHNSON, JR CHARLES C.BAKER RICHARD W. GABLE JAMES M. STURDIVANT W. THOMAS COFFMAN RICHARD O. JONES C. ROBERT JONES SIDNEY G. DUNAGAN JOHN R. BARKER ROBERT E.CRAINE, JR. RICHARD B. NOULLES RONALD N. RICKETTS ELSIE DRAPER THOMAS E. ENGLISH TERESA B. AO WAN OAVID A.BAGLEY JOHN HENRY RULE THEODORE O. ELIOT OLIVER S. HOWARD CHARLES BUTLER AMMANN KENNETH E.OORNBLASER TERRY M.THOMAS LAW OFFICES GABLE, GOTWALS, RUBIN, FOX, JOHNSON 8k BAKER A PROFESSIONAL CORPORATION 20TH FLOOR FOURTH NATIONAL BANK BUILDING TULSA, OKLAHOMA 74119 November 18, 1981 OF COUNSEL G- DOUGLAS FOX TELEPHONE AREA CODE 918 532-9201 TELECOPY AREA CODE 918 5841-7114- Mr. Kenneth N. Campbell Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma 74135 Dear Ken: Enclosed is the letter to Glenn Frisby which we discussed today. Very truly yours, CRJ:pab Enclosure C. Robert Jones For the Firm 502,36 Mr. Glenn Frisby Fred Daniel and Sons 320 South Boston Tulsa, Oklahoma 74103 Re: Product Liability for UNIVIS/SUPER VISBESTOS Dear Glenn: We have received your letter of November 4, 1981. Thank you for checking on our products liability policy with Home Insurance Company. We do not agree with Home Insurance Company's interpretation of our policy with respect to Univis/Super Visbestos, and considered it advisable to so inform you in order that there could be no possible impression that we were acquiesTiq in such opinion. Very truly yours, MONTELLO, INC. Kenneth Campbell Pr rf, V ^ i~ cc .* C./teL*3 50297 V512 5-4-81 Cal-OSHA Reporte' visit uia Atlanta office on his way back to Washington. That left Cal-OSHA Chief Art Carter with a number of questions he had intended to put to Aiichter. He agreed to share them with our readers: Administration's goal of providing worker access to work place health and exposure data "does not vary from indus try to industry." "You preached states' rights during the campaign. Now that you're in the driver's seat, will those rights evaporate? For instance, will you help California pay the cost of enforcing the Bendix decision? (The state Supreme Court ruled that employers must pay for employees' per "But we recognize that industries are different and th same regulatory provisions may not be equally approp ate, practical or effective for all," he said. **The tion industry with its mobile workforce and__ sites may require liniquely-taflored requirementa to a chieve the intent 01 tne recordsaccess regulation.7^ sonal protective equipment.) Carter said he wanted to tell Auchter how strongly CalOSHA opposes the federal position on walkaround pay. "We have discovered it pays in the long run to have one wall-to-wall in the company of the shop steward. The alternative is a series of repeat complaints.'' After the records access rule was issued in May 1980, the National Contractors Association petitioned OSHA for an administrative stay of the standard, arguing that the advisory panel had not been consulted. The industry trade association also contended that the regulation posed spe cial compliance problems for contractors. "Will the Feds require total cost-benefit analysis on all standards? California would strongly disagree. VOTien costs and benefits are considered, will offsets for workers' comp savings and sick leave pay be considered? "We wanted to tell Auchter how opposed we are to the philosophy of intermittent controls in place of engineering controls, ear plugs being a good example. Another is expecting workers who are already having trouble breath ing to wear half masks to protect themselves from inhaling cotton dust." The biggest question of all, Carter said, is to find out what the Feds will pay for, what they will not pay for, and what's open to negotiation. CONSTRUCTION WORKER ACCESS TO SAFETY RECORDS (Ted-OSHAjmnounced on April 28 that it is exempting consfruction"contractors from a job safety standard that requires employers to give workers access to records detailing their exposure to hazardous substances. -Thome G. Auchter. assistant secretary of labor for occupational safety and health, said construction contrac tors must continue to preserve worker exposure and med ical records and make them available to the federal gov ernment. He said the medical portions of those records still must be provided to employees, upon request. Auchter said the provision dealing with employee access to exposure records was being referred to the Advisory Committee on Construction Safety and Health, a 15-member group comprised of representatives of labor, industry, states and the federal government. "The advisory committee was not consulted during the original rulemaking," he said in a statement. "We intend to solicit its recommendations and, if necessary, develop a new records access rule taking into consideration the special circumstances and needs of the industry and its employees." The National Contractors Association had asked for the exemption. \ Auchter said the Occupational Safety and Healtl It subsequently challenged the regulation in the U.S. Court of Appeals for the District of Columbia. The case has not yet been decided. COTTON & LEAD STANDARDS OSHA has petitioned the Supreme Court to remand to the custody of the Labor Department both the cotton dust and lead standards. In the case of the cotton dust stand ard, the high court already had heard oral arguments. In the case of the lead standard, affecting some 800,000 workers, the administration also wants to scrutinize the blood lead action levels established in the initial regulation for removing workers from jobsites. The Reagan Administration wants to subject both standards to cost-benefit analyses, and has petitioned the court to reopen the public record to permit a wide-ranging review of their impact on industry. DLSR WILL HOLD REVIEW HEARING The state Division of Labor Statistics and Research is conducting a comprehensive review of all regulations in Title 8, Chapter 7, California Administrative Code, adopted prior to July 1, 1980. To assure adequate public participation in the review process, any interested person may present statements orally or in writing relevant to the review at the following hearing: May 19, 1981, 9:00 a.m. until noon and 1:30 to 4:00 p.m., or earlier on completion of business, in room 1202, State Building Annex, 455 Golden Gate Avenue, San Francisco. The purpose of this review, required by AB 1111 (Chapter 567, Statutes of 1979)*and the Office of Adminis trative Law, is to reduce the number of unnecessary administrative regulations and to simplify and improve the quality of adopted regulations. Issue papers have been prepared by the Division of Labor Statistics and Research on its regulations for occu pational injury or illness reports and records, and for reports of injury filed by the California Department of Cor rections. Copies of these issue papers and the pertinent regulations will be available at the public hearing or may be obtained prior to the hearing by requesting same from Jean Powers at the address below or by telephone to 415- Copyright 1981 by Sten-O-Press 502*8 Issued Weekly, except last two weeks in December, on Mondays 00-*\ "OSHA Reporter voi8Ni9 Publisher: Sten-O-Press, f.O. Box 207, San Pablo, CA 94806, phone (416) 233-1880. (Principal office, 1862 23id St., San Pablo, CA) Editor: C. Fred Strahm. Annual Sub scription $120 including Cal-OSHA Digest Section. Entire contents copyright 1981 by Sten-O-Press. All rights reserved. Second-class postage paid at Richmond, CA Post Office. (USPS 070-170) May 4, 1981 AUCHTER DESCRIBES OSHA'S NEW DIRECTIONS action in confiscating some of the cotton dust material. "We're supposed to serve employers and employees, not stir up conflict," he said. SAN FRANCISCO--Thorne Auchter, Fed-OSHA's dap per new boss, met the Operating Engineers and the press here on April 29. OSHA's Construction Advisory Commit tee is going to be re-vitalized, he promised. More labormanagement committees like the one at San Onofre are needed. They must be voluntary. Later at the press con ference, he said about six requests bom industry are on his desk right now. "It's done now in some industries on a collective-bargaining basis. Such committees make sense." Good management practices and program accountabil ity are chief goals for Auchter. To a reporter's challenge that he got his job because he raised a lot of money for Reagan, he admitted that he had worked hard for the Republican National Committee. But, he said, "I was the best qualified. I understand the Reagan Administration's management goals. We want to make the best use of limited resources." He is going to push hard for voluntary approaches to safety and health. When voluntary efforts fail, he said, enforcement can and should step in. He emphasized that the program mix has many parts. All will be assessed, and those that foster voluntary cooperation will probably get a boost. Asked about the decision to exempt construction con tractors from the access standard, Auchter replied that he did not think there was evidence of "significant risk" in the construction industry. (See separate story.) About voluntary compliance agreements: What if they fail? "Then you call us." Does Florida (Auchter's home state) have a state plan? No, Auchter said. He wrote the proposal for one, "but there was no way to get it through the legislature." Auchter wants to see better inspection targeting. He said there are experiments going on in six different OSHA offices to try to find the best system. The OSHA budget is not being cut: Auchter said for fiscal 1981 it is $214 million, while $227 million is proposed for 1982, He said there will be changes in the way standards are set and regulations are issued. He referred to the Supreme Court's decision last year calling for proof of significant risk to justify a standard. "There should be regulations only when tire potential benefits outweigh the costs," Auchter asserted. STATES' RIGHTS In past years, Auchter said, state-plan states were not granted sufficient autonomy. Too much Federal-OSHA time was spent monitoring them, and not enough was spent assessing whether some state plans were ready for final approval. States contribute another thousand inspec tors, and each state has good ideas that should be heeded. "I'm told Cal-OSHA sometimes went beyond Fed-OSHA." Fed-OSHA can't do everything, Auchter said. Priorities must be set. Fed-OSHA will be paying more attention to consultation, education, training, information and state plans--but not to the detriment of inspections. "We con have healthy workers and a strong economy," he said. "We want to reform the agency, not weaken it." At the news conference, Auchter stoutly defended his Will you be encouraging more states to develop state plans? "Yes." Auchter said he had met with the state designees (in cluding Don Vial) the preceding week. It was a very good meeting. What is OSHA doing to try to improve its image with the small employer? Nothing special, Auchter said. He said improving OSHA's management system was his number one priority. He and his aides are looking at program goals, not segments of the public served. They want to examine the "benchmarks" for compliance that the AFL-CIO called for in a lawsuit; how to measure the effectiveness of state plans; New Directions grants and other educational efforts. Will there be much health standards research during the next four years? It will not be neglected, Auchter said. But it is primarily the National Institute of Occupational Safety and Health that does the research. (He did not say so, but NIOSH has had its budget severely pruned.) CARTER'S QUESTIONS Cal-OSHA had set up an April 30 meeting with Auch ter. Then, through a misunderstanding, he flew off early to FILING INSTRUCTIONS: File pages 00-2511 to -2516 behind page 00-2510 following the EVENTS tab. File CalOSHA Digest pages 86-1263 to -1268 behind page 86-1262 following the DIGESTS OF DECISIONS tab. Cal-OSHA Reporter 50249 INTERNAL CORRESPONDENCE ETALS DIVISION lame) Mr. O.L. Myers UCC - Metals Niagara Falls, NY to Mr. W.C. Thurber P. 0. BOX 579 -4625 ROYAL AVE., NIAGARA FALLS, NEW YORK 14302 ate May 13, 1981 Originating Dept. ii Calidria" Asbestos Answering letter date Subject Work Practices in the A/C Pipe Industry As agreed at our recent meeting with Montello, I contacted John Welch of the Asbestos Cement Pipe Producers Association to learn how well their work practices program was progressing in the field. The results were as follows: 1. The program is presented to the workers as part of regular "tailgate" safety talks. The booklet is dis cussed but is generally not distributed. A 10-minute audio-visual show is also available from sales engi neers and distributors. 2. After the initial flurry the number of inquiries have dropped off in the last few months. He does not know for sure but is not optimistic that the work practices have become part of a bonafide, continuing safety pro gram on a widespread basis. The ACCPPA is planning a comprehensive survey on the status and what might be needed to beef up use. 3. It is his impression that monitoring and medical examination requirements are more ignored than honored. HBRrvs Harrison B. Rhodes \^ 7 7 -W 77 i' J//W U f-r-r fr-r Cl y J7-A Cr j7/f tf~fy //*' / 7?/ra/fxJ s// 7*o7/7rJ/c h /Sfi/yrr Jt/% /7 d i/e v4- C-M r^A 7 /rrftryy -'r 'r*t y- f t .c 7a f* & s To "l/f^ 'V // "/Ta# / j>;ld sSc/; ' of\ /*A7./---$ef>z__ea s' ^ _ /'ary-t 7 </^7 yV.) f J A/f/ir'Ts<7 hSS0*^/ </de'jSs-c/ttc/ -......./ j*-'^Ey^iPeS-fr^ f f-rtr'f /d-A^^/rT^ j c/n z / --- rt {/us/>' 0/->J S/c9 <.0/ /ny^A<?7) C7~~f Vi f-rr /t~t H <7 S>y'^C> <7 /X? fr-r ,-- 27?'>Cj-.^A,'j-r s eXf*-ec7/</j \FU i/s/t cc,/qyY^"//pp p& T%e, r />y=?7i'( V'/ //'ii ---------- =.... Mfir/r f / zZ-rAi/^e' /,~r //-'fete - 1 ///f/r /'f //p U h//#sr/*J/7* >6 X //7<' /-<'//e/ r~-e - -. " . SfP.t?/./&I./-/W A y ?" SC Jr -p/m Jf - . 7/-.-C/= A/-e/S, 'SfCfrr/fy/?/?'... S^f/n /X CJor/z /e-At/pcet/t/s'#//' fJ /rfi /// < d et 7a A/- 7'' / <?/ ______ /, AT0 l*J T~D - lP Si /Cl/ 'l/ / i C J^A/i "V/^> -- TJA 7CC f/}/c, i-Cr-re<2 -Je/7pt7r pp <sy{////e*/>t-tie/srt//?. --- ft/c/A C A, '/r> fi/ </n ( / Cc Cr 7sri 7 "..... / /// /5/^ ^y yi s> (y^/i s*. - f- // 77 fi f YV" e/A.// 50251 CAUDRIA ASBESTOS to /C'OC cLtfca<luJl p****~*+&By> ym\ vrv <^s>f '\&JLsl^ IM-L (L&<a^ yy\ 6-yni'ft^' \tyjlJL . <Z*mso , b // 3/ From The Desk Of JOHN MYERS 50252 50253 0 j/e M /A 4 / A5A tCd V cyf rs r f '"/-'f 1 '-i $ U A &A, A ? $ 5'L'/*-> > / 71 , Ao > fr -f <Z </ {~cf/*?-- M; f ^? /" // v* r~, fAt ' r C/Tt. ) A isf' fjf tf fy? y Cfnc/.........-\/(#/(/> *~7 <-*- H /c f.........^TS f t/ ^ X^ r 4 Xr c/^r # ^ 1/ <f.--- ' 2l cA. s c` //o/X,> /-, t Z/vW ; / AA,e f~ ///A- / fA 0 pic#A /~-fA o? cA /n u c /> A A if u f~ / >^ -- -- ~ y AAfy-f y/ /S' /? /Ay / f/-/ AA^ /- ^ /r O . t> e </ / rr f C <XuJ u i 0 M / fp //) c//- f/Y<Z frCYci (, ~/~ f-- L l ^ f C h f? -A/rj.l/r: - / .........A T/V/ q f-1 of C' A" ey 5/?y A 7 M/ *f / J*/? / of ...... 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ASJ^ A a0f VV// Ap u ^r j O-V0/V c/)h/-'cAt A/AzSf/% i,, ; *^ -ext. ft? tA^U ihA, t'*' " Af{9fy--> ~t !? tftPkJc? Pf~t> o A-$ P--(/ tA //Lf ;//->> / A t>e\ At </n Ah'* Arf<? 7/ 'Ai A+pA,'A> 7 50257 a. _fcr~r ((a --Cf ^r-fuS rr~e< 'Wo v ~ s fT-, / /V C & tbd. . - fi-'/b S; *-T h* (ft /C-r/f 7 ~ C~e ^ 'f ty *. ^ A*f/ /~ ^ -'ff y* f a. . yy- W W.aW^. ~ a < ^ 4 c / /V uS O ^ .^y . G/oSs <7 r. 5^ /fi? At 4\ ---- /?* / ^ / /^. ~y~ t (p _... fir ? .y r-c a C<y IV & TH \ft jr^'/Q) / K(r ^ bu{, //^ /? A t/ bof~-V */ 4VC ~i</ouly f rO h-r 7^b j ( f~0 /v bsrf-' ~~ ^Cl/> /a / o'^'//'V/j ft'W / </ 50258 $ '.fsT /T^^<? 4 e* /// / //f 7/ ^ ^ A? //^ t (f f f Ss^sf, i*J ~ / / a. a // t*r IMl t&J-A 0 f-> 'c 0 f-r f* ( -P , Afi he /_, .gjj? 'iy PFW C0C. A'-W* i boo Aft/ & ^/C'/<v7?/. t*V< - frf-r-rf- `/0tA /- fy*t> A Am. A* A. j// ~P /s f?~~> / S> /k, ' fr-tf- , A ~ ho r t c o r </) //<i/; t us T/sl^tl'koi/s vl<t ///^ ' C? f~? ( ^ ' "f ^ AV> //'-#/ S /F-rAsWfiy/ m &/--tO 1* 1^ /'l /TstoF. 7C/t/7 "/sAjUj/nf/j ? f // Su>/~ oX -- A(/h ec/-^ -hAc.'/- /Aow/ //^7^ fr's y 7^; ' iV <' (/ \4> f /<*-, /rtf tf 4r^ . ijtofrh / /""/ 50259 09o0Q -- fof-tfr's UJr^ tc&ffc .tt*r uZ/ kn EtZZTTT^ W /U pa rj\ M. a tf/K/i ysur~ i ft J>*sf(/ //P* LO^ i/r &nfily / ^ (/IA 4 tr, s i p /Vn>ff ~'~<y <*<?(< /</ can// a ik ^ uiLy\ (//<>f</ **A ^4 , , -- .s'A '/'/ f-t 4 yO /<t/c 0C n~r rr-fC//f C t^r^L, /(/ctr-c /, A n u P* (j) A flu) , v ff //// ^, Vvs,//// lytt> uL r' ?V Pr\ '^/ (/cr ZtZt'/jZfa 4 " ZZo / }-(/f If fa-rq x ~ /`-f bo/e$. M fn h i o/ / f /' /< '" ' f ^ t/ /?--T -T'9 ^''A ~ J/P/P/Pj/-, K' s L/j (a) yj*py?2 - "6>/ U/sS >-?q &<? n/f$/o *- 7//a r~<. - w f Zc ?Srr & lS0lslP~ Ca/^ /ff * / //~0 Z/j) lJ!)(*/</ AlyiUsi' ^ _rVCu.. /-, iU*r,iS n J / me C A^-Aa A A , - 11 ^ -/> ^ A> )j , /(k/f Vo/f/r- ftta^hP/o/ /f/t A/^t'^O 5pk 0> '~r -ecu /-/ V c pp/p V n ^A. t-/W { , ^ l i~ (*fr*r g />-* ? y us, 7^ - a/(A 4 //, JJ 5> u/ Z/p/)/ -- (P /lif ^ A/ f //- -O. Cj 9j?Pa*. LjiJt/r^ f? -fair $> n /y pfnC, c -e / , fi~C\ C P ' kt Jr 01 /~?\4 ZZ < /-7^ P, ''if /~S'ff' p r~A / /Ly/^/--yV f ( rr~7 / id on // '^,- {7A^4' * Sfter. C/> fa/s/seP l/ca, j sf-uZ-'. / r b>y 'Zr'iT, f " 0.Sr //, //Z a/// lPy , + ujifk, (/s j errt_<r @ U&o/i^oPr'fTyf 'Jr. * ->r\M 001 / . -H40x CASr>)s0CJ??v ^^ 502B1 Z9E0S '-> > *--C-J------ "'-Z / ''i/ ' s/ / ....... // t) rO---tL.P/f) '---rl/)-------- / \ A -^ -&yv-*r-W7 . y/ ?^ /O J" ry-'* 'p/^ />o)~'sS' ' z v P /o J-/ v..........>p *///</ jt* v^j- ^ - 5//> jwp yj 'Mjtf- '^7-rw -jnr<r*r- ^ * 7y r(y^ - ft 7 WP~r. z^ W/ V/ >vr- -... - 47/ 7 <00/ - j// >*/>? /'i%zy 7 7 y ^(? 0 CR CR 50263 UNION CARBIDE CORPORATION METALS DIVISION P.O.BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-278-3376 March 24, 1981 Mr. K.N. Campbell Montello, Inc. 6106 East 32nd Place Tulsa, OK 74135 Dear Ken: This is to confirm our discussion regarding a meeting in Tulsa on 4/24/81. Harry Rhodes will arrive Tulsa at 8:15PM on 4/23 from Buffalo, Bill DeAtley at 8:47PM from Calif., and I will arrive at 8:58PM from St. Louis (I'll be on vacation earlier in the week). We will all stay at the Sheraton airport and see you for breakfast at 7:30AM on 4/24. On 4/24, Harry is leaving at 2:30PM, Bill at about 4:30PM and me at 3:43PM. Jack Walsh will be driving from Oklahoma City Friday morning, but I don't know what time he leaves for Atlanta. Look forward to seeing you all! Very truly yours. _s Marketing Manager JLM:dal CC: W. B. DeAtley H. B. Rhodes J. E. Walsh 502R4 {mi (Ju, dak o{... J. E. WALSH Union Carbide Corporation Metals Division "Calidria" Asbestos (404) 321-6600, Ext. 340 A OMJs YhMK&J '~fo')/:r /. *F, /hUircJ<^j y)J|j--------^p&djb J^d^/7ruuLj^^^ *****4*1^ /yruj*!!, cx^JUuy <yv V 502R6 r?/ Hi 502P7 ' c/r AfiA // r. f ...../ s-rs u/tf, VAtA .. CWtT-rJ-. ( t?U f" /Vr ' W- /VtT- ? V a & /*.. -- t>X - c A) Ac?rpJ 5. o Ot f/ -?A lS& s A 0 a -----------{/t9 tiJ /*-?..... . i! Y ------ ^ysA/^~ > v' SA A'/p rr~ w A -...< A ^ z > .r.JO..... t/ -e# i^auJ^ fr-TAi/ C*'->$ P ........... 7 L'/r- Aia /A y /V^/V // fp X ia \APt Ao m Ca { f sj {/<%,At~ * 0*cf-rO^'< >r ; 7*?_X Dc'fr -r-ls :~4*J- f 502B8 - l/\J {-*/l # 4> &ti 7^ .... </o lyj (J ........ 7^A r ' /*~7 ' V> -/s ..._ $ ?y>~ '' - 502^-9 4j ..-i i - Ii ji_ 50270 anariaasbestos UNION CARBIDE CORPORATION METALS DIVISION P. 0. BOX 579 NIAGARA FALLS, N.Y. 14302 TEL: 716-278-3376 January 9, 1981 Mr. K. N. Campbell Montello, Inc. 6106 East 32nd Place Tulsa, OK 74135 Dear Ken: Per my telecon with Chuck on January 9, 1981, enclosed is a copy of an EPA rule on export reporting and an AIA/NA cover letter. I did not remember, until I began drafting our response, that you export our asbestos to Japan and maybe elsewhere. Chuck said Japan is the only country, but that several of your customers purchase material for export to countries not known to you. You may wish to advise them of this Rule, but I'll leave that up to you. We will be reporting Japan so you have no current responsibility to respond. If you do export to any other country, please let me know and we will report if necessary. Please let me know if you have any questions or comments. Very truly yours, Jo ; Ma ,, lager JLMrdal Enclosure 50271 A lA**'' L h. - ' f-7 ...mJ * 'Ik ///ArW /'rt~r /s........Ad & rr. c./~a oA P's'/# , Op ' Apfi / jj/OdSliy---- an- u p f.. /AaJ <u,'Za) ('efrnp^ ^/ / /^/#....A/p /AA// c/r h, rtf. 'c/ptfnO/0/~Z^Od>/p f {rtf, C^Zy O^/Z //Tb... .//_ fv-t ('A OnO' J~$> A. 0 en UuJ A Z ! h L.Oty An o ' P An <= At/'' "fiiZr <fr Ar^f AZ, A 0-tp* . Pltr". `u/trA p?/^frcA' s / -- 4\ - M s?---- Ar t n> A" -- Ac 1 rr -f/' .--_ > .... A <Z i----------t>n , 'A s'p S- .....nf nCUy--Ml0f A A<y--- /< / A Al A /t~v ~f fl ' t 0Alt n >' ?T J n At/~f r,f< -Y //---J>r/p, A-rrc, -*a ____ Y -c~ Oyj?A/ Ayj?#_____ZA?r H U / <i PPJZA -- yf/^nAr. 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' 1 J* 1 "f -y . /- u ttr trr Ci y <7PA A ////* //"/ //'6s'/' MM/f xJ &// /Ar//Jr4 /, flZP'fT-' H/4 /fY/tfgX /r^y-e ~ Pu rr &h A - /rrfrrs Ad Ft (r'& /"MJ/i /A w'- t ^ 7^?--Am /'i/* / S fj M/d sAmcAjL^-^/A-^M'' ^ /7 V / A jAft r'As A //** dst A .) Kr f fy d* cA^f<?' c/ J (dt'izd ^'fr? " t di/tadiy 0 h j A'/c? A / #fT7 9^ V* t^^vT/ * r?-f L~l4 fr-t /7~T t-1 iPs'^&^/'V? ........................................... ..................................................................................... - J$DCj <ya,'f-c$ ex/^e c /J ', Cftt $ ^* Cxf d@ f' //7~t/^y t'/d/ /////'A/x _ A/f /I _ i/' / 1^- y" / yu ^y^yf^' /. y y^ ^ ^ ^ ^ -..... ..... T M AXrM-fJ/o.... 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Ps//M.... / e At 0^7 / r& n , A./At* h _. /rta C{Pr? -ftK fr i^OlAfr ? p) /<J~7 P C\) / tp *0 7^* r /C^ .01 > s'-ff* 0 < rrc? /<? {rxcj h tk<; ,/?w ^ 50277 fJa. i/c eft // f~7 t/o / (XC fr* * cX, y X//fit// /& / cl Jr T~~ C C C , i/ ~C >/^L . *" if -fr, t ttJ-f// 4C / fy S> & /V~7 <f> ^ (cc ^& y/C) //ftA - /,7/c^ STd>jr^-jf#<f-2S~00 la IdZ %ac/< L(Ja/c/->-- ]iTiT-i(jrte_ r^Xor frz> CP f~? $ /i u/ (y (St hJ- fry u / ^ aaEtXCf? ^ -^ (}l?frTh nr*, / A %?/ *y/&, yh r ' U<'y J>,--^ f'r-t 7O *> /e t VC#// A-- 'f'o /fy (P Xi Pfitfry, , /^ (H '4 ^ Q? s'-/* /</ ./7 </^ /^Mr-y yy fa, fr Fc{ U/ F^m/r.' fry /-r y ^~/y y f. Ur f a, > U G. ELLIS GABLE CHARLES P. GOTWALS, JR. ARTHUR E. RUBIN JOHN B. JOHNSON, JR. CHARLES C. BAKER RICHARO W. GABLE JAMES M. STURDIVANT W. THOMAS COFFMAN RICHARO 0. JONES C. ROBERT JONES SIDNEY G.DUNAGAN JOHN R.BARKER ROBERT E. CRAINE, JR. RONALD N. RICKETTS ELSIE DRAPER THOMAS E. ENGLISH J. RONALD PETRIKIN TERESA B.ADWAN DAVID A. BAGLEY JOHN HENRY RULE THEODORE O. ELIOT OLIVER S. HOWARD CHARLES BUTLER AMMANN KENNETH E.OORNBLASER TERRY M.THOMAS DAVID L. BRYANT LAW OFFICES GABLE, GOTWALS, RUBIN, FOX, JOHNSON a BAKER A RRO.CsaiONAL CORPORATION 20TH FLOOR FOURTH NATIONAL BANK BUILDING TULSA, OKLAHOMA 7AU9 April 14, 1982 OF COUNSEL G.DOUGLAS FOX TELEPHONE AREA CODE 9IS 5S2-9201 TELECOPY AREA CODE 9IS SS4-7II4 Mr. Kenneth N. Campbell Montello, Inc. 6106 East 32nd Place Tulsa, Oklahoma 74135 Dear Ken: Enclosed is a copy of a proposed Agreement between Montello, Inc. and Union Carbide Corporation. After you have had a chance to review it, please give me a call if you have any questions or comments. Very truly yours, iu' CRJ:pab Enclosure C. Robert Jones For the Firm 50224 Jack hJ(\ h A & <2^ f; - /fjhJ y/ frd>vOj-x IS# /I ^1 f~r~r f 5 w........... . jM yjj/f J *f <> ^ ' x r / Aa S (/ /-/? t A ^ C J / iS? }Jfr.<(/. > KC f~ ///t4. /Vf jj~}>(/(- /L' ^ ~9l 7?^ /t j 7/ /A vcf j ^iA (vT-tj7h f /c /. yf/41 /b /=^/ tr-7 & 7^5 7? '^S //* f~? f~r & C\JQ fo~y $ lJ<? forty's A/fJ/ ki' t j&// cy^kcA}(rJ Q Z//4A Ofd 7?/ ' /? t fr-rJ*-fjs _ Tej^.t <'. ustf r, i/1? /$/4f A>^a. /rtc* *_- ' t. 9in,- 7' V -->/>sdi/-f> ' / /*-?y y 1 d> fi f->, ttyS/P A/^Jr 4-. 50225 montello 6106 EAST 32ND PLACE TULSA, OKLAHOMA 74135 (918) 665-1170 / TWX 910-845-2396 TH'S/s Mo ARY June 2, 1982 Mr. Jack Walsh Union Carbide Corp. 17 Executive Park Drive Atlanta, GA 30329 Dear Jack: With the drilling industry continuing to weaken, we are coming under heavy (and growing) pressure to adjust our sale prices down ward. Some of this takes the traditional form of action by our competitors in the marketplace. However, much of the pressure is coming directly from our customers, in the form of protest notices. The following is a verbatim quote (except for the company name) from a letter received earlier this month from one of the Major Mud Service Companies: "In view of the depressed market conditions within the drilling industry, (we) are protesting the price increases announced in Montello's Mud Service Company price list effective 5/1/82. (We) have taken the lead in endeavoring to stabilize prices in the drilling mud industry and our prices have been rolled back to 1981 levels. Please reconsider these announced price increases and let me know what Montello can do to help hold down selling prices.--" We have enclosed a copy of our response to this customer, (name deleted). Please consider this our formal protest against the increased cost of products supplied by your company. We are very serious in promising our customers a cut in our prices, if we get cooperation from our suppliers. With this in mind, we ask you to be just as serious in attempting to secure some reduction in the cost of products which we buy from you. Sincerely, MONTELLO, INC. Kenneth N. Campbell KNC/rmr Enc: (1) 50226 Si/Tfre ^ /. /S-e# b/j/^ / f /%-<?,p ./jT * //? i. x ,,y,.^y. p-yz / /tfff '9 ^ /W*s ^ *, e *//) ' /'ChS'L fo f~r-Ac & frf </?///,, ?6 -. 50227 CR V 50228 MONTELLO SALES HISTORY 1975 - June 1982 PRODUCT CSV SHUR UNIVIS VISB ARCOVIS NGSV IMCOBEST SG-200X TOTAL 1975 3784 -- -- 199 9 -18 833 -- 4807 1976 2124 774 -- 232 -- -- -- -- 3130 1977 2503 803 -- 417 -- -- -. -- 3723 1978 2283 625 -- 96 -- -- -- -- 3004 TONS_________________________________________ THRU 1982 1979 1980 1981 6/82 BUDGI 1326 2739 2139 518 500 633 746 441 63 600 -- 96 166 68 2200 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 131 -- -- -- -- 2090 3581 2746 649 3300 dac: 7/8/82 50229 7/, ti J^e ^OL 3-+*p Is tsr 3*d v /Jf ~*oTXL -- - Jut. -- jLt-7___ flt~A ~ 7>IU.__ 4**c * / u.-t. ! f.H- ! 4^ 77?!^ itrtnSk* ZOOS'0 3oo aosro 67.i- _______________ "7*rCL/ 34? 3*7 (0*1$ , ncn% 3 loo /i>371 4v%3 y<, . <?J7 7 So 9o-?7 7 4791. \ 9410 73499. 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Jt.99* t>09Xf . /Sof. : r. / 7*3 5-Iro 79/3 /&.? - U ,l. -ttJ &?*1 J*-hSL~ | jl ! u. s. i! 1 . //, ji /1-57 i; `77^7 ^ma- Z'too 24oo *400 /J0 s~JLul*/*j ?4o 3.400 j 3944 ! <?/ | i \ 99 *>fy 39-ao 2S&t7 ^`f.y r IS net J4oo S70B 3380$ SfS.X $>40 *4 l(*8o 49 /a f?v ! t>7 O /PS47 5/J.Ctt 1 !I i f4P 840 9ho If v*1 -393.' *< ^9w 2-400 3j94o joS(*o 16.4 SS //y 24oo 90 480 77944 t*947.fi- -7A 7 <% 3-/ % % /e>4*- > Ti j J >^va^uxrj2^*^ *1/'*'/&9- jl .--^<y-ti l/ytsuA+JZ*- +nJr\ _____ ? 11}*.: fife !( II (h1I 1j _ :_ \ *1 ! 6 7. nj - \U*A( KVI/t P* 4* if91-- Bench iS'd l 4:ht/SS i ----- p_L*ufi--S^ '0/Ti--f.--- jf \4* sz ) ->--tr O &/-ilO}cjf)t ~ % u 1! 1 li ii 1| 50230 TSSOS <9 /Or>y^ cr/v" P'jff/ <:7yt!*^rsrZ^ _5" y^o-J^ ^r i^I ^* " w*:y^TT^z-' \s^- --~~_r'/ '/^^7 yb-7f-f^o~<>>^ <h*~jps~ "f~vfrQ/vJ J^ J^y'w'UjC `m 0 0 * 0^00} mv P'ti O /} (? / O0Q 0 tf // 0/ %4 0*QZ %j? -- /> i -e/'/i/o 0*0 {q g 9 a a /pg Jr t) r/, mo 4 / 0/7 <0 V? -f>**^3 *'pf -C<f, <Y?rtn^ 50232 SALES MEETING AT MONTELLO, INC. OFFICES JULY 15, in2 A GEN V A Pont Salei Peh^ohmance 1982 Sale* Peh^ohmanee . Balance ofi 1982 Sale& Outlook Mahket Sha/ie Vhllting Activity: Pent, Ph.ue.nt and Futuhe 1983 Sales Estimate New Cont/iact Agheement Status update on: Woh.k phactices SupeAvts/Unlvls marketing phogham and product specs Flosal vi CSU quality Telvls Outside dust monltohlng Packaging/Vlsthlbutlon and the DOT hegulatlons 50233 UNION CARBIDE Waftdria asbestos UNION CARBIDE CORPORATION METALS DIVISION 17 EXECUTIVE PARK DRIVE ATLANTA, GEORGIA TEL: 404-321-6600 EXT. 340 June 18, 1982 Ken Campbell- ~ PA.eAl.dent M0NTELL0, INC. 6106 East 32nd Place TuIacl, Oklahoma 74063 VeaA Ken: Confiifuning ouA phone conveAsations on ouA A ala, meeting Aet &oa ThuAsday July 15 In Tulsa; Bob ByAne, Geonge Lincoln and I Mill be aAfiiving in Tulsa at appnoximately noon. We Mill have a aental oafi and gAaJb a bite to eat &oa lunch and plan on being oveA at youA o^ice at about 2 p.m.. The following ts a list o& agenda items to be discusa ed duAing oua meeting: VAiJUing activity at pAesent and 'S3 outlook VowmoaAd a ales volume --- . VBooutonm.cAed0p(A'iScet pUAeassuAoeutlook^ *c-,tt+*. 4- ' A a , >> 1983 Aales estimate^ 1983 pAicing WoAk pAactices Atatus /l ,j in SupeAvlsbeAtoA/Univls maAketlng pAogAaxn (/^c/, fnon ifOr- ' ^ Ph//ft SupeAvitbeAtoA/Univls pAoduct ApecA ' Telvls New contnact agAeement CaAey as beAtoA - a new competitoA? Packaging/dlstfiibution and the DOT AegulationA Outside dust monitoAing update It Is a compAehensive agenda, and I expect that some o& the itemA Mill Apill oveA to oua dinneA that evening. Any uncoveAed topics oa a MAap up can be accomplished EAiday moAnlng ifi AequiAed. Please aAAange ioA guafuinteed Aingle Aoom AeseAvatlons at the Hilton at Skemy Vnlve (918-622-7000) &oa us ioA the evening oi the 15th. Let me know i you have any questions oa additional agenda items that need to be Included pAioA to oua meeting. The agenda content`coveAS moAt ofi oua joint maAketlng activities and Me look onwaAd to a pAoblem solving dis cussion at oua meeting. VeAy tAuly youAs, JEW/nlw J. E. 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