Document Qg5VRqamEqzqn1kXmv05YXNg4

Orrici or t k i MrtALLUiCJCAt Ma n a c c * Th e An a c o n d a Co mp a n y 25 Broadway New York 4. N Y. April 17, INI Tto *a*lo-?ictor Papacy rt--f--tl Okie Attoarloat Hr. B. l Carter, TIm Ft mKim April 54, 1942 Coploo W tooan: L. J. Iagvalaoa H.l.ttMOf A.I.UH C.J.Parfclaooa V.I.<*i*loy C. B. Xtltamr B.B.toory K.J.Upaa i Oar tatmt witA yaw 4atto Barrator 1, 1941, > / > protHoo for tto ult to U^aej]ik|r of oao toarfraA toao^ par aoatB of alar faao at tlw bat loloaa Sloe , Trootlag Plaac of Tto AaaooaAa Coapoay. 'if Ail lortor latino ay y o x Bo I ogroaaoac witB yaw to incorrupt Aollvorloo of this foao Awrlag tka noth of Kay 1942, mowing AaliTorloo ia Jan 1942. All actor tom cni aaaftliaat af aalA Agrooaoat toll coatlauo 1a facto larhangaf By tkio oaoaAaoat. If tto focogoiag ia aaaoptaBlo to yaw, plaaao alga oaf rocara to wo tto aatlaaod copy of tBia lottor, wtomupaa tto eoacraot atoll to faaaaf aa<a4 la inriaaii witk tto toaaa toraaf. Town vtry truly, not irirrc--k c c k p a s t Acczrm a a c u z b : SACu-ncxa c u m?a p t *7 // P. R. Cortor CC: Hr. A. Doto PNYC 00011755 - ,, Fl o i * wC4 Jr THIS AGREEMENT made as of the first day of December, 1961, by and between THE EAGLE-PICHER COMPANY, a corporation organized and existing under and by virtue of ' the laws of the State of Ohio, herein called "Eagle-Picher" and THE ANACONDA COMPANY, a corporation organized and exist ing under and by virtue of the laws of the State of Montana, herein called "Anaconda", WITNESSETH: For and in consideration of the mutual promises and covenants herein contained to be kept and performed by each of the parties respectively. Anaconda hereby agrees to sell to Eagle-Picher and Eagle-Picher does hereby agree to accept and purchase the quantity as hereinafter defined of zinc fume as herein described upon the terms and conditions and for the period hereinafter set forth. 1. TERM: This contract shall become effective on December 1, 1961 and will continue in force on a monthto-month basis thereafter until cancelled by either party by giving thirty (30) days' prior written notice of such cancellation to the other. 2. MATERIAL: Zinc fume produced at the East Helena Slag Treating Plant of Anaconda during periods in which either all hot slag or a combination of hot slag and dump slag are being treated. PNYC 00011756 N10988.01 3. QUAKTITY. QUALITY AND DELIVERY: Anaconda agrees to deliver to Eagle-Picher in railroad cars at Galena, Kansas, and Eagle-Picher agrees to accept and purchase,one hundred (100) tons per month of the above-described zinc fume. Anaconda agrees to deliver fume of substantially the same analysis as the fume samples previously submitted to Eagle-Picher. Eagle-Picher agrees to accept and purchase the same, but with the right to stop shipments by Anaconda from its East Helena, Montana plant if the iron content exceeds 0.040%, provided such shipments have not been loaded for shipment before a notice is received from Eagle-Picher. 4. FREIGHT: Eagle-Picher will pay freight charges from East Helena, Montana, to Galena, Kansas, on all zinc fume shipped hereunder. 5. DEFINITIONS: A "ton" as used in this Agreement is understood and agreed to be a ton of two thousand (2,000) pounds avoirdupois. The term "pound" shall mean a pound avoirdupois. 6. PAYMENTS: Eagle-Picher shall pay Anaconda for one hundred percent (100X) of the zinc and lead contained in the zinc fume delivered hereunder as follows: A. ZINC: Ten and two hundred seventy-five onethousandths cents (10.275c) per pound, based upon -2- PNYC 0011757 an East St. Louis quotation for Prime Western zinc of thirteen cents (13c) per pound. Such ten and two hundred seventy-five one-thousandths cents (10.275c) per pound price shall be adjusted by the addition or subtraction of nine tenths of a cent (0.9c) per pound for each one cent (1.0c) that the quotation for Prime Western zinc at East St. Louis is above or below thirteen cents (13c) per pound, fractions in propor tion. B. LEAD: Eight-tenths of a cent (0.8c) per pound for each one cent (1.0c) that the New York City quotation for common lead is above six and fivetenths cents (6.5c) per pound, fractions in propor tion. C. Prom the above calculated price, deduct ten dollars ($10.00) per dry short ton of East Helena fume, effective with the date of contract. 7. METAL QUOTATION: The New York City quotation for comaon lead and the East St. Louis quotation for Prime Western zinc, above referred to, shall be the average of the daily quotations for those metals published by the Engineering and Mining Journal for the week of delivery of the fume to Eagle-Picher's Galena, Kansas Plant. -3- pNYC 00011758 8. WEIGHING AMP SAMPLING: Each carload of fume shipped hereunder shall be weighed, sampled and moisture determination made on such sample by Eagle-Picher at the Plant of delivery in accordance with standard practices and without cost to Anaconda. Anaconda shall have the right to have a representative present. Three (3) samples for assaying shall be properly made, one (1) of which shall be delivered to Anaconda or its representative, one (1) retained by Eagle- Picher, and one (1) shall be sealed and retained by Eagle- Picher in a suitable place for use of an umpire. Eagle-Picher agrees to use proper scales for weighing the fume and for making the samples and determining the moisture, and it is agreed that Anaconda's representative shall have the right to inspect and check at any time any scales or sampling methods in use by Eagle-Picher. 9. ASSAYING: It is agreed that the analyses for zinc and lead shall be made by standard wet methods. Payment and settlement hereunder shall be made according to the average of Eagle-Picher's analyses and Anaconda's analyses when the analyses agree within the following splitting limits: Zinc Lead - 0.51 0.3X If Eagle-Picher's analysis and Anaconda's analysis in the case -4- pNYC 00011759 of either metal are apart by more than the splitting limits above prescribed, the analysis shall be determined by an umpire chosen by and agreeable to both parties. Should the umpire's result be lower than the lower analysis by either party or higher than the higher analysis, settlement shall be made upon the analysis of the party nearest that obtained by the umpire. Should the umpire's result fall between the analyses of the parties, settlement shall be made according to the umpire's analysis. It is agreed that the party whose analysis varies the most widely from the umpire's analysis shall pay the cost of the umpire's analysis. 10. SEYI'UEMEKT: Settlement shall be made as soon as assays on carload lots have been agreed upon by the parties hereto. 11. TAXES: Any sales, use or other tax on the sale of the zinc fume hereunder shall be for the account of EaglePicher. 12. FORCE MAJEURE: In case either party hereto shall be prevented from carrying out the provisions of this contract by reason of strikes of any kind affecting the opera tions, floods, fires, acts of God, shortage of carB, shortage of electric power, plant breakdown, inability to secure suffi cient labor for operation of plant, war or insurrection, finan cial crises, traffic interruptions, governmental regulations, restraint or injunction, or other legal process from which the -5- PNYC 00011760 party affected cannot reasonably relieve itself by giving security or otherwise, or by reason of any other cause which is beyond the control of the affected party, such party hereto shall not be held liable to the other for damages on account of failure or default so caused. In addition, Anaconda shall not be liable for failure to deliver fume as provided herein if such failure is caused by curtailment or shutdown for whatever reason of the American Smelting and Refining Company lead smelter at East Helena, Montana. 13. NOTICES: Any notice provided for in thia Agreement shall be given by one party to the other by letter addressed to the office of The Anaconda Company at Great Tails, Montana, and to the office of The Eagle-Picher. Company at Cincinnati, Ohio, as the case may be, and notice shall be construed to be complete at the time of the mailing of such notice or letter. IN WITNESS WHEREOF, the parties hereto have caused their corporate names to be signed hereunto and seals affixed by their officers in their behalf duly authorized the day and year first above written. THE EAGLE-PICHER COMPANY ATTEST: By/s/ Charles S. Dautel Asst. Secretary /a/ M. M. Zoller Vice President THE ANACONDA COMPANY ATTEST: By/ai__ I- E,. Tatan___ Asst, Secretary By /s/ E. S. McGlone Executive Vice President 6 PNYC 00011761