Document gb4gD3m28e4qZQ21e3q0mvMza

1. Contract Terras 2. Product and Quality 3. Quantity 4. Monthly Purchase Obligations 5. Price 6. Price Adjustment VCM CONTRACT SUMMARY Present Contract Expiration December 31, 1931, or any December 31 thereafter A 12-month notice is required to terminate. See Schedule A for VCM specifications. Buyer-minimum annual obligation to purchase 130 million pounds. Seller-maximum annual obligation to sell 150 million pounds Within above limitations, buyer shall purchase and seller shall sell buyers VCM requirements. Subject to min-iTTmm and maximum annual quantities. Buyer-required to purchase total requirements up to a maxir of 9 million pounds per month. During any 6 consecutive calendar months, not less th 54 million pounds. Seller-required to sell in any calendar month up to but nor in excess of 13 million pounds. Penalty to- buyersfor purchases under 54 million pounds with written notice not later than 3 months after the last day c a 6-month period. a. Declare buyer in default. b,, Limit the maximum quantity buyer may require seller sell. c. Increase the price for the quantity of material for our previous short fall of purchases. Effective September 6, 1980, $.22/lb. less $.05/lb. TVA, r $.17/lb. Fifteen days notice. Price must have been in effect for a minimym of 90 days. Buyer may elect to terminate with notice cf not less than days and not mere than 90 days unless within 3 0 days after date of buyer's notice, seller rescinds the price increase /I //.- <<//.. 'I - / UCCLEW0748 4 f 7. Price Protection Sixty-day notice to seller of an offer from a VCM plant ir. the United States for rhe full contract quantity for the remainder of the contract period. Seller must give notice to buyer stating it is willing to adjust the price. If no notice is given, buyer may notify seller within 30 days after the expiration of the 60-day period that they will accept the new offer. The contract then terminates 6 months after the receipt of the initial offer. 8. Delivery and Material is shipped on an F.O.B. Point of Shipment basis wi. Transportation freight prepaid and added to the invoice. Charges 9, Invoicing and Terms of Payment Net 30 days. 10.. General Terms A- Favored Nations Clause Limits our protection to the sale of VCM for PVC production in the continental United States under a contractial commit ment for the period, of at least one- year at an annual rate c 150 million pounds per year or less. UCCLEW0749 This whole section should be revised to change the requirement that VCM suppliers must be in the United States and must be offering" the full contract quantity for the remainder of the period. The 6-month notice should also be revised. We should attempt to have more free unloading time thereby lowering our demurrage costs. We should attempt to get 60-day terms. Since this is PPG's contract, the general terms seem to be somewhat slanted in their favor. Possibly Mrs. Eisenberg could give us some help for suggested changes. This clause was added on June 30, 1976, and could be better as far as the Pantasote viewpoint is concerned. UCCLEW0750 Possible Areas for Negotiation Additional 5-year period. Same notice requirement. We should attempt to negotiate the flexibility to purchase some quantity of material in the open market. This is the only way we can keep abreast of market prices. Increase notice from 15 days to 30 days. Add same form of notice for elimination of TVAs. Change buyer notification to terminate from 60 days to 30 days. UCCLEW0751 AMENDMENT to VHTCL CHLORIDE M0N0M2R CONTRACT between PPG INDUSTRIES, INC. and THE PANTASOTE COM?ANY Date of Contract: April 26, 1966 Date of This Amendment: April 1, 1976 PPG INDUSTRIES, INC., as "Seller", and THE PANTASOTE COMPANY, as "Buyer" being parties to a Vinyl Chloride Manaier Sales Contract, dated April 26, 1966, as subsequently svpplenented by a VCM Barge Loading Agreement between them, * dated August 1, 1968, and amended, and being desirous of further amending the same, do hereby agree, with intent to be legally bound, that the said Vinyl Chloride Mcnaier Sales Contract be and the sane hereby is further amended and restated in its entirely as follows: 1. Contract T^rm* The initial tern of this Contract shall cumenes on March 1, 1967 and, unless earlier terminated by Seller or Biyer as hereinafter provided in this Paragraph 1, shall expire cn December 31, 1981, following which the Contract shall continue in effect from year to year unless and until terminated by either party, effective December 31, 1981 or ary December 31 thereafter, ipon not less than twelve months prior written notice to the other party of its election so to terminate. 2. Product and Quality: Vinyl Chloride Monomer (VCM) sold and delivered hereunder shall conform to the specifications set forth in Schedule A attached hereto and made a part hereof. /7 UCCLEW0752 -2- 3. Quantity: Subject to the force majeure provisions of Paragraph 3 of the General Terms hereof, the minimum quantity of VCM which Buyer shall be obligated .to purchase and receive hereunder in any calendar year is one hundred thirty million (130,000,000) pounds and the maximum quantity of VCM which Buyer may require Seller to sell and deliver hereunder in any calendar year without Seller's prior written consent is one hundred fifty million (150,000,000) pounds. Within the foregoing mininun and maximum limits. Buyer shall purchase and receive hereunder and Seller shall sell and deliver hereunder during the term hereof the VCM requirements of Buyer's polyvinyl chloride ("PVC") plants at Point Pleasant, West Virginia and Passaic, New Jersey, or elsevhere in the continental United States. 4. Monthly Purchase Obligations: Subject to the mininun and maximum annual quantities provided for in Paragraph 3; (a) Buyer shall be required to purchase hereunder, during each calendar north, the total VCM requirements of its said plants ip to a neuriitum of nine million (9,000,000) pounds, and during ary six (6) consecutive calendar months. Buyer's purchases hereunder shall not be less than fifty-four ndJLlicn (54,000,000) pounds of VCM; end <b) Buyer msy require Seller to sell and deliver heremder in any calendar north quantities of VCM up to but not in excess of thirteen ndllicn (13,000,000) pounds. If, for reasons other than force majeure, as herein elsewhere defined, Biyer's aggregate VCM purchases heremder in ary six (6) consecutive calendar norths shall be less than fifty-four ndllicn (54,000,000) pounds, Seller may, by written notice to Buyer given not later than three (3) months after the last day of such six (6) norths' period, either declare Shyer to be in default hereunder or, in lieu thereof, limit the maxinum quantity of TCM that Buyer may require Seller to sell and deliver hereunder during any subsequent calendar year (pro rata far the remainder of the calendar year in which such notice is given) to one hundred ten per cent (110%) of the annual rate of Buyer's purchases hereunder during such six (6) months' period. If Seller shall elect to effect such a limi tation, Seller shall thereafter be free to use or sell to others the quantities UCCLEW0753 of VCM thus released from the maximum annual quantity which Buyer nay require Seller to sell and deliver hereunder in any calendar year pursuant to Paragraph 3 hereof immediately prior to such election; provided however that, before Seller shall contractually carmit to the sale of any such released quantity of VCM, byspot or term sale, if Buyer's purchases hereunder are then at the naxrrajm annual rate then permitted hereunder. Seller will notify Buyer of Seller's intention to effect such a sale, stating the price, term, and terms and conditions, and Buyer shall have the right, exercisable by written notice to Seller within ten (10) days after Seller's said notice, to purchase such quantity of VCM at the price, for the period, and under the terns and conditions stated in Seller's said notice. 5, Price: Subject to adjustment as hereinafter provided, Buyer shall pay to Seller for all VCM sold hereunder from and after i^ril 1, 1976 12.6$ per pound. 6. Price Adjustment: Ihs price stated in Paragraph 5 hereof may be adjusted by Seller, effective on or after July 1, 1976 and thereafter at ary time and from tine to time, iy written notice of such price adjustment given to Buyer not less than fifteen (15) days prior to the effective date thereof; provided that the price to be thus adjusted at any such time shall have been in effect for not less than ninety (90) days. Upon written notioe given by Buyer to Seller prior to the effective date of any price adjustment, Buyer may elect to terminate this Contract, effective as of a date specified in Buyer's notice which date is not less than sixty (60) and not more than ninety (90) days subsequent to the effective date of such adjustment, unless within thirty (30) days after the date of Buyer's said notice, Seller shall have rescinded such price adjustment or shall have the same in a manner acceptable to Buyer. Except as rescinded or modified by Seller, the adjusted price shall beams effective as scheduled and shall continue in effect until such termination date. 7. Price Protection: Within sixty (60) days after Seller's receipt of an affi davit from cne of Buyer's executive officers stating that Buyer has received a bona UCCLEW0754 - 4- fide offer from another producer to sell VCM to Buyer, for delivery to Buyer's plant from a VCM plant in the Qiited States in quantities essentially equivalent to the quantities which Seller is ooranittad to deliver hereunder, for the remaining term of this Contract, and of a quality which meets the specifications as defined in Schedule A hereof, at a lower price f.o.b. such other producer's plant than the price to Buyer of the VCM then being purchased hereunder, whidi affidavit describes said offer in complete and accurate detail except for the identity of the offeror, Seller shall give notice to Buyer stating whether it is willing to adjust the then prevailing price hereunder to meet sudi offer. If no sudi notiae is given stating th< Seller is willing to so adjust -the then prevailing price, Buyer nay, cy written notice to Seller within thirty (30) days after the expiration of such sixty (60) day period, elect to accept such offer, in whidi event this Contract shall terminate six (6) months after Seller's receipt of Btyer's initial written notice of the offer, or, .with Seller's written consent, on the commencement date of deliveries to Biyer by sudi other producer pursuant to sudi accepted offer. 8. Dalirery and Transportation Charges; Except far quantities of VCM delivered hereunder for transportation by barge to Buyer's Point Pleasant, West Virginia plant under and pursuant to the August .1, 1968 \EM Barge Loading Agreement between the parties hereto, as amended, all VCM sold hereunder shall be delivered to carrier far transport to Buyer, f.o.b. tank cars or tank trucks, as mutually agreed upai, auied ar controlled by Seller at Seller's Lake Claries, Louisiana plant or else where at Seller's election. All transportation charges shall be borne by Buyer an the basis of applicable freight from Lake Charles, Louisiana to Buyer's receiving plant at the nominal tariff minimum then in effect far 180,000 pound cars and the annual volume shipped. Howevar, if Seller delivers VCM to the carrier at any point other than Lake Charles, Louisiana for shipment hereunder to Biyer, additional transportation costs or savings, if any, incurred or experienced by reason thereof shall be for Seller's account. All tank car shipments heretnder UCCLEW0755 -5- from Seller's Lake diaries, Louisiana plant shall be cn a freight prepaid and invoiced basis. Qi all such shipments fran a point of origin other than Seller's lake Charles, Louisiana plant, Seller shall prepay the freight and shall add to the invoice for such shipments the applicable freight as determined above. 9. Invoicing and Terms of Payment: Seller will invoice Buyer for the VCM sold hereunder and included in any shipment hereunder, together with the transportation charges applicable thereto, as provided in Paragraph 8, pxoiptly following such shipment, such VCM to be invoiced at the price specified in Paragraph 5,_as_subsequently.adjusted in accordance with Paragraph 6. Buyer shall pay to Seller the net amount of such invoice within thirty (30) days fran the date of such invoice. 10. General Terns; The General Terns attached hereto farm a part of this Contract as if recited at length over the signatures hereto affixed. IN WITNESS WHEREOF, the parties have executed this Contract as of the day and year first above written. Attest: PPG INDUSTRIES, INC Attest or Witness THE PANTASOTE COtffANY UCCLEW0756 GENERAL lERIfi 1. Default: Seller may recover for each shipment hereunder as a separate transaction, without reference to any other shipment. If either party be in default with respect to any of the terms and conditions of this Contract, the other party may, without prejudice to any other legal remedy, terminate this Contract by written notice to the defaulting party, specifying the thing or matter in default; provided, however, that, if the default is of an obligation other than the payment of money and if the defaulting party shall remedy the default within ninety (90) days following the date of said termination notice, said Contract shall continue in effect notwithstanding such termination notice. Waiver or cure of a single default or a succession of defaults shall not deprive either party of any right arising by reason of any subsequent default. 9 2. Claims: All claims, relating to quantity, quality, weight and condition of the product included in any shipment made under this Contract will be deemed waived by Boyer unless written notice thereof be given to Seller within ninety (90) days after arrival .of such shipment at Buyer's place of business and, in no event shall Seller's liability with regard thereto exceed the purchase price attributable to the specific shipment as to which such claim is made. Seller assumes no liability for damages arising from improper functioning or failure of transportation, unloading or discharge equipment furnished or used by Buyer, but, if Seller provides tank cars, it shall be responsible for their defects. Buyer assumes full responsibility under and liability far carpliance with Federal, state, municipal and local laws and regulations governing discharge, storage, handling and use of the product to be supplied ty Seller under this Contract. 3. Force Majeure: Seller's failure or inability to make any delivery or deliveries of the product sold hereunder when due, or Buyer's failure to take any delivery or deliveries when due, or the failure of either party to perform UCCLEW0757 2- - any other obligation to be performed by it here when required if caused by "Force Majeure", as hereinafter defined, shall not constitute a default here under nor subject the party so failing to any liability to the other; provided, however, that the party affected by such "Force Majeure" shall pronptly notify the other of the existence thereof and of its expected duration and the estimated effect thereof upon its ability to perform its obligations hereunder and that Seller shall use its best efforts to procure an alternate source of supply of VQi for Buyer as long as it is unable to make deliveries to Buyer; provided further that if Seller's alternate source cannot be arranged except by purchase at a higher price f.o.b. such alternate source than the current adjusted price hereunder, Seller shall not be obligated to make such purchase unless Bvyer agrees to pay such hi^erprice cn the alternative supply. Such party shall pronptly notify the other party when such "Force Majeure" circumstance has ceased to affect its ability to perform its obligations heremder. 'The 9 quantity to be delivered and sold or purchased and received herevnder during the year in which such failure occurs shall be reduced to the extent of the deliveries emitted for such cause or causes, unless both parties agree that the quantity to be delivered and sold or purchased and received hereunder shall remain unchanged. As used herein, the term "Force Majeure" shall mean and include any act of God or the public eneny, accident, explosion, fire, storm, earthquake, flood, drought, interruption of or delay in transportation, strikes or other labor troubles, riots, sabotage, embargo, war (whether or not declared and whether or not the United States is a participant), Federal, state or municipal law, regulation, order, license, priority, seizure, requisition or allocation, failure or delay of transportation, shortage of or inability to obtain supplies, equipment, fuel or labor, or any other circumstances of a similar or different nature beyond the reasonable control of the party affected thereby. For the purposes of this Contract, a "Force Majeure" circumstance effecting a curtailment or suspension of VCM production at, or transportation UCCLEW0758 J from Seller's VCM producing plants at Lake Charles, Louisiana and/or Guayanilla, Puerto Rico car the producing plant of a co-producer from which Seller is then a. long-texm yfarz purchasing VCM under/contract for resale, shall be deemed a "Force Majeure"- V circuitstance affecting Sailer. For the purposes of this contract, a strike in the automobile manufacturing industry which materially affects the ability of one of the part owners of Buyer's Point Pleasant, West Virginia plant to sell or captively use a significant portion of the PVC output of Buyer's said plant shall, to such extent, be deemed to be Fbrce Majeure affecting Buyer. If Seller's performance hereunder is inhibited by Force Majeure for a period exceeding thirty (30) days, Buyer's minimum quantity requirements hereunder upon the expiration of such Force Majeure and for a like period thereafter shall be Beyer's total requirements if less than contract minium as specified in Paragraph 3 and 4; and if Beyer Is performance hereunder is inhibited by Force Majeure for a period exceeding thirty (30) days. Seller's maximum obligation to supply inder this Contract tpen the expiration of Force Majeure and for a like period thereafter shall be the quantities purchased by Buyer during the Force Majeure period. 4* Taxes? Any tax or other governmental charge upon the production, sale, and/or shipment of the product sold hereunder, imposed by Federal, state or municipal authorities becaning effective after the execution of this Contract may, at Seller's cptiai and after thirty (30) days' written notice to Buyer, be added to the price herein provided and be paid by Buyer. Income, franchise, gross receipts, occupational and other similar taxes are not to be considered as a tax or other governmental charge within the meaning of this Paragraph. 5. Notices: All notices given hereunder shall be in writing, and shall be deemed given if delivered personally or mailed by registered or certified mail (return reaeipt requested) to the parties at the following addresses, or at such other address as shall be specified by notiae given pursuant hereto: (a) Tb the Buyer at P. O. Bccc 1800 Greenwich, Connecticut 06830 UCCLEW0759 (b) To the Seller at Cne Gateway Center Pittsburgh, Pennsylvania 15222 Attention: Vice President of Sales 6. Assignment: This Contract shall be binding ipon and inure to the benefit of any successor corporation of Seller or Buyer, or ary assignee of, substantially the whole of the chemical business of either, but shall not be otherwise assignable by either without the prior written consent of the other, but each hereby consents to ary assieprrent by the other to a corporation which is a wholly-owned subsidiary (providing the assignor remains primarily liable under this Contract) or to a corporation which shall succeed to substantially all the business and assets of the other, by merger, consolidation or sale, providing that the assignee agrees in writing, in advance of the assignment, to be bound by the terms of this Contract. 7. Entire Agreement: This Contract oaistitutes the entire agreement of sale and purchase of the materials named herein. No modification of this Contract shall be of ary force or effect unless reduced to writing and signed by the party claimed to be bound thereby, and no modification shall be effected by ary purchase order forms or acknowledgment forms containing different ocnditicns. 8. Arbitration: fty controversy or claim arising out of or relating to this Contract or breach thereof, shall be settled by arbitration in Na* York, New York, in accordance with the Rules of the American Arbitration Association, aid judgment upon the award rendered by the Arbitrator may be entered in ary court having jurisdicticn thereof. 9. Governing Law: This Contract shall be governed by and construed in accordance with the laws of the State of Pennsylvania. UCCLEW076C SCHEDULE A Vinyl Chloride Monomer Specifications Acidity (as HC1) Aldehydes (Acetaldehyde) Acetylene Iren Sulfur Hater Nan-Volatile Appearance Peroxide , Ethylene Caygen 10 ppm Maximum 5 ppm Maximum 2 ppm Maxima 0.5 ppm Maximan 3 ppm Maxima 200 ppm Maxima 0.05% Weight % Maxima Clear and colorless and no suspended matter 0.06 ppm Maxima 5 ppm Maxima 500 ppm Maxima UCCLEW0761