Document eQEVyOYXV8dVBvgdwboOG1VG

A Quarterly Meeting of the Board of Directors of the Anaconda Lead Products Company was held at the office of the Com pany, Ho. 25 Broadway, Hew York City, Tuesday, September 20th 1921, at 2.30 o'clock P. M. PRESEHT: Messrs. 3. 3. Thayer, Elmer A. Sperry, William Wraith and Edward G. Sperry. ABSENT: Mr, C. P. Kelley. Mr. '.Villiam V/raith, President of the Company, acted a3 Chairman of the meeting. The minutes of the meeting of the Board of Directors held on June 21st 1921, were read and approved. The Chairman presented to the meeting the Balance Sheet of the Company as of July 31st 1921, which, on motion duly seconded, was approved and ordered filed with the Secretary. On motion, duly made and seconded, it was RESOLVED: That the action of the President in authorizing an expenditure of approximately ;40,000.00, in addition to the amount of 3479,000.00 heretofore approved for the construction and equipping of the plant at East Chicago, Indiana, be and the same is hereby ratified, approved and confirmed. On motion, duly made and seconded, it was RESOLVED: That the President be and he hereby is authorized empowered and directed to execute in the name and on behalf of the Company the following contract with the Glidden Company, of Cleve land, Ohio: THIS CONTRACT made by and between AUACOMDA LEAD PRODOCTS COMPAHT, a corporation incorporated under the laws of the State of Delaware and having its principal offices at Hew N11524 PNYC00009758 York City, 0. Y., party of the first part, hereinafter referred to and designated as Anaconda i had SiffiSSli CblEPAHY, a corpor ation incorporated under the laws of the State of Ohio and hay ing its principal offices at Cleveland, 0., party of the second part, hereinafter referred to and designated as (Hidden, '7 I T 1 3 S 3 3 H H: VfHEEEAS, Anaconda is a manufacturer of dry white lead at East Chicago, Indiana, and is without facilities for grinding the same, and whereas Glidden has the necessary facilities for grinding such lead in oil and is willing under the terms of this agreement to purchase .Anaconda dry white lead upon the understanding and agreement that all sales made hy it- of such white lead ground in oil nay and shall be made under an Anaconda brand, such a3 i3 hereinbelow set out upon the conditionsherein stated, now, therefore, it i3 agreed 1. Anaconda gives Glidden the privilege during the contin uance of this contract of using the word "Anaconda'1 as a brand and trade name upon all packages which Glidden may offer for sale or sell in the United States, or any of its foreign poss essions, which contain only basio carbonate of lead manufactured by Anaconda and ground in paste or liquid form by Glidden in suitable vehicles resulting in a reality fully equal to any com peting brands on the market. Che label 3hall plainly show in gredients in accordance with the state laws regulating sales of paints and varnishes. Any packages of such white lead ground in paste or liquid form, and sold or offered for sale by Glidden, P^o o o 9759 shall hear a label or labels such as are shown by the actual labels hereunto affixed and marked Exhibit A. This label will not be modified except by mutual consent of the parties given in writing. 'foils this contract remains in effect Anaconda will not itself sell or offer for sale its white lead otherwise than in dry or'water-pulp form. 2. nothing in this contract shall be considered as limiting in any manner the right of Anaconda to manufacture white lead and to sell it either dry or mixed in water wherever and to whom soever Anaconda shall please and under an Anaconda or other brand. 3Glidden understands and agrees that it is impossible for Anaconda to prevent other paint manufacturers who may buy Anaconda white lead dry from grinding the same in paste or liquid form and selling the same under whatsoever name, whether the manufacturer'3 own or a trade name which 3uch manufacturer may select, and it is understood that while this contract remains in effect that Anaconda shall be under no obligation to take any steps legal or otherwise for the protection of Glidden in the latter's right to the exclu sive use of the Anaoonda brand, but that Glidden may at its own expense take such proceedings or actions as it may deem advisable for the protection of its rights in the premises. Anaconda agrees however at any time upon the request of Glidden to notify any manu facturer or' person who shall undertake to make use for white le i of any brand or label containing the word "Anaconda" to discontinue such use and that Glidden has by contract with Anaconda an exodus right to the use of the word ~'Anaoonda" for brand or label purp:c--3 PNrC00009760 in the marketing of white lead manufactured by Anaconda and ground by Glidden. It is al30 understood that Anaconda may itself at any time and at its ovm expense take such actions or proceedings as it may deem in its own interest to be advisable to prevent the unauthorized use of an Anaconda brand upon any white lead or white lead product. Anaconda agrees that it will not during the continuan of this agreement authorize the use of the word ".Anaconda" for white lead on any brand by any manufacturer other than Glidden, or suoh of the latter's subsudiaries as Anaconda may authorize to use the same, a3 in the next paragraph provided. 4. During the continuance of this agreement Anaconda will extend the same privilege as that hereby given to Glidden with respec* to the use of an Anaconda brand to any and all other business firms or corporations owned or controlled or operated as subsidiaries by Glidden or.which Glidden may hereafter own or control or operate as subsidiaries, when such other firm or corporation maintains a sep arate legal existence or otherwise conducts business under a name different from that of Glidden'a name, such privilege to continue only so long as such other firm or corporation shall continue to be owned or controlled or operated by Glidden as a subsidiary. On the termination of this contract at any time, or on the termination of the right of Glidden to use an Anaconda brand as herein provided, the right of any such subsidiary to use such brand shall terminate unless by new agreement with Anaconda 3uch rights should be continued. In order that any suoh subsidiary may become entitled to use any such Anaconda brand, Glidden must first'in-writing request that such priv ilege' be granted to suoh subsidiary and the subsidiary must likewise in writing request that such privilege be granted, and agree that P*rC000C976i the sane shall be held and enjoyed only in accordance with the terms and conditions of this agreement and will be subject to termination upon the termination of this agreement or the termination for any cause of Glidden's right to make use, in accordance with the terms of this agreement, of an Anaconda brand, and upon an express agree ment that the right of such subsidiary to make use of such a brand shall be discontinued at any time upon a written notice from (Hidden to the subsidiary and to Anaconda requiring that the use be discon tinued. Anaconda is induced to enter into this contract by its desire to secure an extended market demand for its white lead of fered for sale under Anaconda brand, and in the hope and belief that Glidden and its subsidiaries with their facilities for grinding such white lead in oil and marketing the same will create such market de mand so long as but only so long as no white lead manufacturer other than Anaconda 3hall acquire either directly or indirectly a majority ownership of stock or the operating management or oontrol of Glidden; and it is therefore agreed that in case any white lead manufacturer other than Anaconda shall acquire either directly or indirectly a majority ownership of stock or the operating management or oontrol of Glidden or of any of its subsidiary companies exercising a priv ilege under this agreement. Anaconda may at its option withdraw from and terminate the right of Glidden or of any such subsidiary to make use of an Anaconda brand as hereinbefore permitted without relieving Glidden from its obligation to continue the purchase of white lead under this agreement and/or at its election Anaoonda may terminate this agreement in whole as between-itself and Glidden and/or any such subsidiary; and Glidden covenants that if its right to use any brand containing the word "Anaconda" is rightfully withdrawn under the PNYC00009762 foregoing or any other provision of this agreement, it will not thereafter make any use of sudli tifaM hi any brand containing the word "Anaconda" except upon packages of the white lead which has been purchased under this contract prior to withdrawal of such right. 5. Glidden now designates as subsidiaries now controlled or operated by it who may be authorized to use the Anaconda brand, the following concerns: The Glidden company, Cleveland, Ohio. Adams & Biting Company, Chicago, 111. The American Taint ',Vork3, Hew Orleans, La. T. L. Blood & Company, St. Paul, Minn. Campbell Paint & Varnish Company, St. Louis, Ho. The Forest City Paint & Varni3h Company, Cleveland, Ohio. The Hubian Paint 4 Varnish Company, Chicago, 111. The Glidden Company of California, San Francisco, California. The Heath 4 Milligan Manufacturing Company, Chicago, 111. Twin City Varnish Company, St. Paul, Minn. The A. Vilhelm Company, Heading, Pa. and requests Anaconda to extend such privilege, to such subsidiaries, but reserving to itself the right to designate additional subsidiaries from time to time and to request the withdrawal of the privilege from any subsidiary as above provided. 6. Glidden understands that Anaconda?3 process for making white lead is patented not only in the United States but in some foreign countries, and therefore agrees to protect Anaconda against any possi ble infraction of foreign patent laws by not taking, carrying, sending or shipping into.or offering for sale in Canada or any other foreign country any white lead of Anaconda's manufacture, whether dry or ground in oil in paste or liquid form, without first asking and ob taining Anaconda's written consent thereto as regards each and every such foreign country. It is further understood and agreed that if in order to protect its rights under any foreign patent Anaconda nay fin it necessary in such foreign country to manufacture within such count either dry white lead or white lead ground in oil in paste or liquid form in order that the same may be carried into or sold within such country as a product within the protection of the patent granted bysuch country, then Anaconda may in its discretion and without the consent of Hidden conduct such business of manufacturing and vending such product within such foreign country. 7In consideration of the premises and upon the provisions below stated (Hidden agrees to purchase from Anaconda, within the term of this contract, a minimum of nineteen hundred ninety two (19?2 tons of Anaconda dry white lead per annum to be shipped from time to time as ordered by Hidden and in the manner hereinafter stated. Ex cept as the parties may from time to time by agreement in writing otherwise provide. Hidden will, within each calendar month, give an order or orders for a shipment or shipments to be made within such month aggregating at least One hundred sixty six (166) tons of dry white lead, and Anaconda will ship the quantities ordered as soon aft the receipt of such orders severally as the same can be reasonably loaded on railway cars. All shipments of dry white lead shall be made in such barrels or containers a3 Anaconda ha3 customarily used or may adopt for use, and which need not, unless otherwise hereafter agreed, be returned to Anaconda. (b) In addition to the minimum of nineteen hundred ninety two (l?92) tons which Hidden obligates itself to purchase as above. Hid den shall have the right to purchase and Anaconda shall be under ob- PNVC00009764 ligation to supply during any calendar month not to exceed an addi tional One hundred sixty six (166) tons of such dry'white lead, but only upon the following conditions, to wit: In order to obligate Anaconda to mahe such additional shipment Glidden must notify Ana conda in writing as early as the first day of the month preceding that In which it requires such shipments to be made of the additional quantity that will be required by Glidden to be shipped during a des ignated calendar month, and the shipment or shipments so required to be made under such notice shall not in apy case, without the consent of Anaconda, exceed an aggregate of One hundred sixty six (166) tons during any one designated calendar month. A notice by Glidden to Anaconda requiring any additional shipments as permitted by the terms of this sub-paragraph (b) may specify one or more months in which sucl additional shipments will be required, but must with respect to each month so designated specify the quantity to be shipped in such month, (o) In addition to the obligation of Glidden to purchase a min imum amount of Anaconda dry white lead expressed in sub-paragraph vu) of this Paragraph 7, Glidden agrees that to the extent of the ability and willingness of Anaconda to furnish the same, Glidden will purchase and use such lead to the exclusion of any and all other brands of basic carbonate of lead (except a3 regards the completion of its ex isting contract with national Lead Company) in all plants owned or controlled or operated by Glidden which use basis carbonate of leal, and to buy from Anaconda the total requirements of 3aid Glidden r.t3 (and of plants owned or controlled or operated by Glidden) of basic lead carbonate, except of the plants owned or controlled or operate! by Glidden on the Pacific Coast. Anaconda agrees that Glidden may use basic lead carbonate of Anaconda's manufacture at Glidden's pi r.*3 PNYC00009765 on the Pacific Coast if (Hidden from time to time shall so desire; and the reason for mentioning shell P&eifib Coast plants of Hidden separately is that their distance from Anaconda's manufacturing plant at last Chicago, Indiana, may involve such expense for freight as to disable Hidden from using Anaconda white lead on the Pacific Coast in competition with basic lead carbonate manufactured on the Pacific Coast by parties other than Anaconda. 'Whenever the require ments of such plants shall exceed the maximum of white lead which Anaconda obligates itself to furnish under sub-paragraphs(a) and (b) of this Paragraph 7, Hidden will in writing advi3e Anaconda of such additional requirements and Anaconda will promptly in writing notify Hidden whether Anaconda will furnish the same or some part thereof. In case of willingness of Anaconda to furnish the whole or any part of such lead (Hidden will give appropriate shipping or ders therefor and such orders will be filled by Anaconda as in the case of other orders given under the provisions of this agreement. The word "ton" wherever used in this contract means Two thousand (2,000) pounds. All deliveries to Glidden of white lead are to be deemed completely effected when the material is loaded upon cars for ship ment to Hidden at any point from which shipment is authorized, and Glidden assumes all risk of damage or loss to the shipment after loading and while in transit. The freight charges from Anaconda's worhs to any destina tion to which Glidden may direct the shipment of white lead shall be borne by Glidden, but Anaconda will allow the freight to Glidden on shipments to the Heath & Itilligan plant or other of Glidden's plants in Chicago, Illinois. It is expected, however, that Anaconda may desire to --.ahe shipment upon such orders from points other than East.Chicago, and it is agreed that upon any .order for white lead given hy Glidden Anaconda may in its discretion make shipment of the lead ordered either in whole or in part from East Chicago or any other point or points at which Anaconda shall at the time have a stock of its white lead unsold and available for shipment. It is further agreed that Anaconda must ship upon such or ders the amount thereof to the extent that it may have unsold stocks of white lead wherever situated, and that any failure to ship will not be excused merely because it has not a sufficient available sup ply of lead at East Chicago. 8. Inasmuch as the price to be paid for white lead by Glidden under the provisions of Paragraph 12 has been fixed by the parties on the basis of deliveries thereof upon railway cars at East Chicago, it is agreed that if Anaconda shall make shipment from points other than East Chicago 1. All freight on 3uch shipments shall in the first instance be paid by Glidden, but 2. v/hen the aggregate amount of freight required to be paid on shipment or shipments made from a point or points other than East Chi cago upon any one order for shipment, shall exceed the amount of freig that Glidden would have been required to pay if such order had been filled by shipment from East Chicago, Anaconda will reimburse Glidden for such excess of freight charge; but if in any case the aggregate of the freight charges upon shipment of any one order of Glidden (when shipment is in whole or in part made from a point or points other than East Chicago) be less in amount than Glidden would have been required PNYC00009767 to pay if stick order of Glidden had keen filled at the same time by shipment from East Chicago,'the saving in freight charges thus re sulting shall he credited to and paid Anaconda by Glidden. Adjust ment and payment of balance owing to either party by the other on account of freight under the foregoing provisions shall be made monthly at the time and place fixed for the monthly payment for lead to be made by Glidden insofar as the same can at that time be as certained, ? Anaconda white lead is manufactured only by Anaconda and the lead required to be delivered hereunder must be delivered from Anaconda's present unsold supply of the manufactured product or that to be produced hereafter at its existing plant in East,Chicago. Anaconda's manufacturing plant is at present 3hut down. Its nor mal production when operating efficiently is apir oximately at the rate of Eive thousand (5,000) tons of white lead per annum. Since the amount of white lead which Glidden unconditionally agrees to pur chase is only nineteen hundred ninety two (1992) tons during the term of the contract, it is apparent that Anaconda may have a large surplus of white lead within the term of the contract, over and above that which will be required to be delivered on Glidden orders, and that to prevent an undue accumulation on its hands of such white lead it may find it necessary or advisable to limit its production at its plant, or to sell some portion of its 'white lead to others than Glidden, or both to limit suoh production and to make such sales to others. It has been and therefore is agreed as follows: Eirst: 'iVhenever Anaconda's supply of white lead available for delivery upon Glidden orders shall be less than the aggregate required to be delivered during any calendar month upon suoh orders. PNYC00009768 plus the amount that Anaconda could under the terms of the contract he required to deliver during the neat succeeding calendar month, Ani conda must make no sales of White lead to others than Slidden. Second; At any time when Anaconda's supply of white lead ha3 been so far reduced hy deliveries upon Glidden orders or sales tc others than Glidden that the supply remaining is no greater than will he required to make necessary deliveries during the then calendar month and all deliveries that it could he required to make under the terms of the contract during the two succeeding calendar months. Ana conda must operate its manufacturing.plant and produce.at the rate of at least Three hundred thirty two (332) tons per month of thirty (30) days, so long as the supply of white lead available for delivery up on Glidden's orders shall he less than the three months' requirements last above referred to; hut this obligation to operate the plant, or to operate to the extent above provided, is subjeot to the following contingencies and conditions, to wit: Such engagement, shall not be deemed broken in case of any interruption of the operation of such plant, whether complete or par tial caused or made reasonably necessary by any strike of Anaconda employees (whether suoh strike be reasonable or unreasonable), or by failure from any cause of railroad transporatlon facilities upon which suoh operation is customarily dependent; nor if suoh operation be interrupted or prevented by fire; flood, accident; or by damage to or destruction (accidental or wilful) of plant or property; nor if caused by any injunction or lav/ful restraining order of any Court or by Governmental restraint or interference, whether federal, state or ironicipal; or inability to obtain supplies or poweT for operation. Third: At any time when Anaconda's tonnage of unsold white lead is sufficient in amount for the shipment of all unoanoelled Glid- PNYC0C009769 dan orders then in effect, and for the shipment of all additional orders which Glidden shall he required to or nay give under the provisions of sub-paragraphs (a) and (b) of Paragraph 7, during the remainder of the term of the contract, Anaconda may at its election discontinue the operation of the plant either permanently or for the remainder of the term of the contract. In case of any discontinuance of operation under the provision next foregoing Anaconda will not re duce its supply of white lead by sale to others than Glidden or other wise below the tonnage required to ship all orders aforesaid which Glidden shall have given, be required to, or have the right to give, anij will make shipment upon all such orders as under the provisions of this contract required. Fourth. Anaconda may without liability as to aijy default discontinue the operation of suoh plant during the unexpired term of this contract at any time if from fire or other cause the plant or some part thereof, or property used in connection therewith and nec essary to the proper operation thereof, be destroyed or to such an extent damaged that in the opinion of the Board of Directors of Ana conda it would be inexpedient and not in the interest of the company i undertake the rebuilding, replacement or repair of the destroyed or damaged property, with a view to continuing the operation of the cL-ui during the remainder of such term, but in any such case Anaconda ..ill promptly notify Glidden of its intention to discontinue suoh operation of its plant and Glidden may thereupon at its election either cancel all previously given and uncanoelled orders for shipment insofar s shipment shall not prior to such time have been made thereon, or Glidden may require Anaconda to ship in accordance with the provis ions of- this agreement and upon suoh orders all then unsold mar.u:' c- tured white lead which Anaconda may have on hand up to the amount PNYC00009770 called for by 3uch orders; or Glidden may cancel its. orders in part and require deliveries from such unsold white lead on hand of any balance of the orders remaining uncancelled; or Glidden may require that Anaconda shall continue to ship all such white lead upon orders theretofore given or thereafter to be given by Glidden in accordance with the provisions of this agreement, until all such orders shall have been regularly filled or such supply of white lead shall be ex hausted. AH shipping orders given by Glidden shall specify the calendar month in which such shipments are to be made, and may specify the time in the month when suoh shipment is desired. Ana conda will ship from its available supply of white lead the quan tity ordered or suoh part thereof as may be available for shipment thereon as promptly as it may be able to do so; but it is recognized by the parties that delays in shipment may occur without fault on the part of Anaconda, and it is therefore agreed: So long as Anaconda shall observe the limitation imposed by terms of Paragraph 9, upon its right to sell white lead to others than Glidden, Anaconda will not be liable in damages for any delay in any failure to make any shipment ordered where reasonably unable so to do, and its inability to make the shipment shall arise from any of the following causes, to wit; 1. Strikes (whether reasonable or unreasonable) of its employees 2. Damage to or destruction of it3 plant or equipment or some part thereof, or to supplies or material for use in manufacturing or to the manufactured white lead product, whatever the cause or manner of such damage or destruction and whether accidental, negligent or wulful in character. 3. Inability of-Anaconda to obtain the necessary materials and supplies for use in the manufacture of its white lead from customary or usual sources of supply.upon which it has reasonably depended; but such an inability cannot to any extent be predicated upon a mere in crease in the coat of such commodities or lachof funds on the part of Anaconda. 4. Injunction or restraining order of any Oourt or Govern mental restraint or interference whether Federal, itate or Municipal, .11 Cancellation of orders when shipment thereon is delayed. 7/ithin the period embracing the 5th to the 10th day of each calendar month inclusive, Glidden shall have the right to cancel at its election any order previously given by it requiring a shipment to be made within any previous calendar month, insofar as shipment shall not have been made thereon prior to giving the notioe of cancellation; which notice must be in writing and designate appropriately the partic ular order intended to be cancelled. Omission in any month to cancel an order when the right to cancel the same shall arise under the fore going provision will not preclude Glidden from cancelling the same within the period embracing the 5th to the 10th day inclusive of any later calendar month, to the extent and in the manner above stated; it being intended that the right to cancel any order as aforesaid shall continue so long as any part thereof may be unshipped. For the purpose of determining the time when payment shall be made and the price to be paid under the provisions of Paragraph 12 all shipments required by the terms of the shipping orders will be treated as made within the month specified in the orders if.actually shipped on or before the fourth day of the succeeding calendar month, but if shipped later than such date will be treated as "Delayed ship ments" within the language of the next following provision. "Delayed P*rC00009772 shipments" shall he treated a3 made in the month in which the same are actually made, and payment on account thereof shall he made on or before the 20th day of the next succeeding calendar month; hut the price to be paid therefor shall he the price payable for lead shipped in the month in which such shipment shall actually he made or the month in which the same was required to he shipped hy the terms of the shipping order, whichever is lower. During the term of this contract unless the same should on some account earlier he cancelled Glidden must give in each calen dar month the shipping orders required to he given hy the terms of sub paragraph (a) of paragraph 7, regardless of whether any shipment has been made or not made on orders previously given under any of the provisions of Paragraph 7; such orders however being subject to can cellation under the conditions and in the manner above provided. .12 The weight of white lead to he paid for shall he the weight a3 determined hy Anaconda at the point of shipment, subject to cor rection for error as below provided. Anaconda's determination with respect to weight of white lead shall he accepted as final unless Glidden shall within five days after arrival of the lead at its destination notify Anaconda in writing of a claim of error in weight reported hy it. It is intended that any and all controversies a3 to the weight of lead shipped 3hall he submitted hy the parties to the Arbit ration Committee of the national Paint, Oil and 7arnish Association,an the parties will accept and he hound hy the decisions of 3uch Comrr.itte thereon; hut it is agreed, that notwithstanding such controversy or con trover3ies as may have arisen, Glidden will pay upon the 20th day of such calendar month for all lead shipped under the provisions of this P^C00009773 agreement upon the basis of the weight thereof as determined by Ana conda, unless prior to such date suoh Arbitration Committee shall hare otherwise determined; but Glidden shall in all cases be entitled to be refunded the amount of over-payment if any subsequent decision of such Committee shall entitle it thereto. Che procedure for Arbitratio will be such as is authorized by Paragraph 13. Glidden agrees to pay for all white lead shipped to it by Anaconda during any one calendar month on or before the 20th day of the following month at. Anaconda's office in Chicago or Hew York, as Anaconda may in writing direct, in funds current with the banks of 'Tew York City or Chicago, or with exchange added. A deduction, may be made from the amount payable for lead at the time above stated of the amount (if any) which Anaconda nay at suoh time be under obligation to pay Glidden, under the provisions of Paragraph 8, on account of freight paid by Glidden, but such deduc tion shall not exceed the amount which Anaconda shall then concede to be owing, and payment for the lead shall not be delayed because of any disagreement as to the amount payable by Anaconda on account of freight. Any claim by Glidden on account of freight paid not conced ed by Anaconda will be submitted to.the Arbitration Committee as pro vided in Paragraph 13. The price.to be paid by Glidden for lead shipped under this contract shall be determined a3 follows: The average monthly prioe per pound of pig lead at Hew York during the calendar month within which any shipment is made shall be taken as published in The Engineering and Mining Journal of Hew York, and suoh average of suoh pig. lead prices shall be used as a basis. To the average monthly prioe of pig lead thus established shall be added a premium of two'(2) cents per pound tomake the price of dry PHICOOOO^ white lead. Exampler If the average monthly price of pig lead he four (4) cents (Hidden will pay Anaconda 3ix (6) cent3 for dry white lead. If the average price of pig lead oe four and one-half (4-1/2) cents (Hidden will pay Anaconda six and one-half (6-1/2) cents per pound for dry white lead. Ihe parties wish to protect each other against the re currence of such disturbances in business conditions as have characte ized recent years. Anaconda therefore agrees, that if at the time of any shipment made under this contract its open market price for dry white lead shall be lower 'than the price to be computed by the method established in Paragraph 12, then (Hidden shall only be charg ed for that shipment the said Anaconda open market price. Hidden agrees that if at any time within the term of this contract the gen eral market price of dry white lead is more than a figure arrived at by adding three (3) cents to the average monthly price of pig lead at Hew York, then Hidden will pay Anaconda three-quarters (3/4) of such excess above three (3) cents, in addition to the premium of two (2) cents above average monthly price of pig lead as provided in Paragraph 12. ?or the purpose of determining the time when payment si-* 11 be made and the price to be paid, all shipments, other than such are styled "Delayed Shipments'' in Paragraph 11, 3hall be treated is made in the calendar month specified in the order to which such ment applies if made within such specified calendar month, or wi*. ,i:i the first four (4) days of the next succeeding calendar month. P.y.en 'shall be made for "Delayed shipments" as in Paragraph 11 proviiei. 13'. Insofar as the parties hereto can lawfully contract x:d Ini themselves, it is agreed that PNYC00009775 All disputes and controversies which, may arise during the term of this agreement in respect of performance or failure to observe and perform the obligations hereof, shall be submitted at the election of either party for determination to the Arbitra tion committee of the national Paint, Oil and Tarnish Association, which Committee is hereby authorized to arbitrate and determine all such controversies, and the parties agree to be bound and abide by all determinations or decisions which such Committee shall make therein. Either party desiring to submit any matter to arbitration shall notify the other in writing of its intention to do so, and in such notice ehall state clearly the question or questions or matters to he arbitrated. Such proceedings shall thereafter be had and upon such notice and under such rules or regulations or directions as the committee shall in its discretion establish or give. notwithstanding the foregoing provision it i3 agreed that either party may at its election at any time apply to a Court of Equity for any injunction mandatory or prohibitive or for speoific performance or for a cancellation of the contract whenever it is ad vised that such action is reasonably neoessary for the protection of its rights. 14. The "term of thi3 contract" and any equivalent expression wherever herein used means a period of one year beginning with the first day of October, nineteen twenty one and ending with the thirtieth day of September nineteen twenty two. This contract may be extended for an additional period of four (4) years from and after the thirtieth day of September nineteen twenty two, but only upon the following conditions: PNYC00009776 Anaoonda may at its eleotion notify Glidden in writing at least sixty (60) days before the expiration of the term hereof that such term will he extended for such additional period, and in such case the term will be so extended Glidden now consenting to such extension if such notice he given. Glidden may at its election notify Anaconda at least sixty (60) days before the expiration of the term of the contract of its desire to have the term extended for such additional period, and in such case the term will he so extended unless the Board of Directors of Anaconda shall within thirty (30) days after receiving such notice from Glidden by resolution determine to discontinue the business of manufacturing its white lead, and shall within such period of thirty (30) days notify Glidden in writing of such determination, but if 3uch 3oard shall so determine to discontinue manufacturing and Glldde shall be so notified there shall be no extension of the term; provide however that if at any time within six (6) months after the expiratio of the term of this agreement Anaconda shall determine to resume the business of manufacturing 3uch white lead for sale at its East Chicag plant it will promptly notify Glidden in writing of the date upon which it intends to resume such manufacture, and that it will agree with Glidden that this contract shall be revived and become operative for a period of four (4) years if Glidden shall elect to resume the purchase of such white lead upon the basis and terms of this-agreemen If Glidden shall within ten (10) days after receiving such a notice fj the Anaoonda notify in writing Anaconda of a desire to resume purchast upon such terms the parties hereto will execute an agreement substan tially in the term3 of this agreement, to become- operative upon a date to be fixed by agreement, but not more than sixty (60) days after the date of the resumption of manufacture; except that such agreement shal not contain the provision in thi3 agreement found for the extension of the term of the contract, nhr any provision for the extension thereof, unless the parties shall otherwise mutually agree. 15. Anaconda agrees that the white lead it supplies to Glidden shall always he of its test standard grade and equal in qual ity to that which Glidden has regularly received from Anaconda prior to the making of this contract. 16. All orders for shipment of lead shall he in writing; and . all such orders as well as all notioes required or permitted to he given hy either party in writing may he given hy mail or hy telegraph or may he otherwise actually delivered to the party entitled to recei the same, provided that if orders be given hy mail for the shipment of lead under the provisions of sub-paragraph (a) of Paragraph 8, the same must he mailed not later than the 25th day of the calendar month and if notice of cancellation of any order for shipment of lead he gi given hy Glidden by mail such notice will be effective as to Anaconda only upon receipt of the same by it. At the time of telegraphing any order or notice the party sending the telegram will at once mail a confirmation thereof, hut the party receiving the telegram will be justified in acting in ac cordance with its terms as received, before receiving the letter of confirmation. All mail and telegrams to Anaconda will be addressed to it at its office at 25 Broadway, Hew Tori City, unless and until other wise directed by Anaconda, and all mail and telegrams to Glidden will be addressed to it at its office in Cleveland, Ohio, unless and until PNYC00009778 otherwise directed by it. '.Then not sent by nail or telegraph, all orders and notices 7/ill be delivered to the parties respectively at their respective addresses above given. Ill 'Vipiisss 'VHEREOP, the parties hereto have caused this 'Agreement to be executed in their corporate names by their respectiv Presidents or Vice ''residents, and their corporate seal3 to be heret affixed, attested by their respective Secretaries or Assistant decre taries, as of the 23rd day of September, 1921. ( SEAL) ATTEST: B. 3. HEHHESSY Secretary. ATTEST; R. B. H0R33GRG3 Secretary. AilAC OilBA ISAB PROBUCTS COIIPAIIY, 3y , W. TRAITS.. Its President. TIE GIIBBEB COLtPAHY 3y ABKIAH B. JOYCE Its President. There being no further business before the Board, on notion duly made and seconded, the meeting adjourned. - -----------------y Secretary. PNTC00009779