Document nmpv8ebMvjE2o1qEyzBDkyxBa

PLAINTIFF'S EXHIBIT THIS AGREEMENT, made as of ibis 17th day of January, 1991, by and beiwireu NorthAmerican. Refecories Company ("NARCO"), an OMo corporarion, AQied-Sgiial lac. (TAHicd-Signal*), a Delaware corporation, and Allied-Signal Canada Inc. ("AST), a Canadian corporation. WITNESSETH: WHEREAS, Ty Agreement, dazed as of October 23, 1985, Allied Corporation, Allied Canada lac. and NARCO Investors lac, the predecessors of AUied-SIgnal, ASI (with, respect to said Agreement) and NARCO agreed to the purchase and sale of certaia nyy?ts, and the assumption and cdusfon of certain liabilities, relative to the North. American Refractories Company Division of Allied Corporation and Allied Canada lac. (mftjHr Aqi-irnprsriT <TmTT ^wtHngfrw'he referred to ax the "Purchase Agrcemanti)l and WHEREAS, disputes have arisen and there is a dz&rcocs of opinion by and among the parties with respect to the intezjiretarion of certain teens of die Purchase Agreement as li relates to Discontinued Products (as defined fa the Purchase Agreement) and inrfemrtfnCTnnp. as provided inArticle X of the Fcrnhase Agreement; and WHEREAS, the parties hereto wish to set forth, by dris Agreement, a mechanisin''by which Hurd Party Claims (as hereinafter defined) are to be handled from and after Jammy. 17, 1991, notwithstanding the differing interpretations by tha parties of the Purchase Agreement, and in effort to avoid further controversy, and possibly, litigation on the issue. NOW, THEREFORE, in considerarian af the premises, and for other good and valuable consideration as set forth herein, the parties hereto agree as follows: L BE TONS A) Third Party Claims" shall mean, those lawsuits filed an or after the Transition Daze (as hereinafter defined) by or on behalf of an individual who is not or was not an employee (or related to an employee) of the parties hereto, or their predecessors in interest, and which relates to, either as provided in the complaint or as ultimately determined in tile Lawsuit, exposure'-^ asbestos and/or sfficn.products. T.-fd. Party Claims* stall noc lawsuits Sled after die Txaosmnn Daw wWA relate solely to exposure ns benzene, tar, pitch, or to materials other than asbestos aad/or alia and which are alleged to be toxic, hazardous or otherwise bgurintts to iwflifh Third Party Qaims* shall also not wduefe lawsuits Sed an at after the Transition Dare which, are determined, coder the provisions of Paragraphs below, to be die responsibility ofAlEed. B) Tnagrioa Daze" shall meanJanuary 17,199L C) TAthnunstratwe Services* shad iaduda, hatnot necessarily be limited to, the Mowing: receipt from NARCO of copies Third Party Qahas served on. it, enpym; all penfriwre dvrTrm<*TTT<t aamfrgfjifl m nMe ctxmSel, monitnring outride counsel, derwrmnfng budgets far outside counsel, reviewing octsldc counsel fees and disbursements, coimoffing and directing defense strategy, mnnnoring answer; deposition, interrogatory and document production, dxod and requests, and trial dates, producing and coordinating witnesses, affidavits, daannem prodnedon/nttenogazazy answers, ensuring periodic reporting to the parlies hereto and/or tfcdr insurance carries, and sgtrTwnmr ny mV de^Slfcnt^ m -mEj^gnss A) BesgonsiWIiSes of ffARCO 1) In exchange for Affied-SignaTs performance of Admudrixative Services, NARCO sksR pay -Allied-Signal the following sums timing the referenced periods of time: 1/18/91 -1/17/92 1/1S/92 - 1/VT/tt 1/17/93-1/17/94 $S0,MO 525,000 $-0- Payments of such contributions shall be made by NARCO to AHied-Signal on a quarterly basis, begfonmgApril 1? 1993. ! 2) ff v, ,^11 alsn fre rh1* `NAk. n to pay a. pcrceotflgc ot any and all costs, expenses, attorneys fees and scdciocots or judgments which, may be aoribrned or rclaie to any and *2 TMrd Party Haims filed oa'or agar the Tjansmtm Date, in. acearriasee widhthe&nowingscbednle: 1/18/91' lA7/92 1/18/92 -> 1/17/93 After lA7/ 40% 45% 50% NARCO shall instmg outside connsel retained to handle Hard Party Claims filed an ox after the Tcansmoa Date, to divide their statements for services according to the fbregoiitg schedule. 3) NARCO shall assume foil responsibility for performance af Adirrinfaaagce Services on.January 17,1994. RenKitidWlTties ofLAflfekSigial 1) From sad after the Traastriofl. Date, Affied-Sigcal shall provide Administrative Services for Third Party dargg, until the earlier of 1) die termination of this Agreement, or 2) the third anniversary of the Transidau Date at wMdi time NARCO shall assume responsibility far providing such services as provided herein. Neither die definition of Administrative Services nor die providing of same by Allied-Signal shag be rraentfed to prevent or limit NARCO's or Allied-Signal's parucp&rijoiL in. providing services relating tn same, nor in being consulted ht cases of derisions relating to defense strategy, settlement or TriaL 2) It shall also be the responsibiHw cf Allied^Sigiial to pay a percentage of any and ah costs, expenses, nrfnmpj^ fiscs and settlements or judgments which may be attributed or relate to ary and all Third Party Claims filed on or after the Transition Date, according to the following schedule: 1/18/91-1/17/32 1/18/92 -1/17/93 After 1/17/93 3394> SOT AHied^JaE shall nisrnia: otuskie counsel retained to handle Third Party n?rm^ filed after the Traasitfon Date to divide then: eraf)mwTn: according to the foregoing schetinle- 3L EXCEPTION, TO_TfflBP PARTY-CLAIMS TFt rfrrrfng chg gnurrg />f nfTh^rj Party Qmms, it is deariy der&nrtnied that the alleged or proven injury, has been censed by an asbesug-enmannag product sold by NARCO (then a division ctfAllred-Signal) poor to January 17,1986 and not said after sndx date, AUied shall, tom ad after the point ofmch daterminanbu, pay one hundred paresaz (100%) of all costs, expenses, attorneys fees, nctdcmega or judgments related to or arising ant nf snA matter.. AlSgASTgrTfll pray, at its option, from and after such time, provide fc2 Administrative Services with, respect to such matter, without need to consult with NARCO in cases of decisions relating to defense strategy, settiemem: or trial. 4. 5 &fKIWL NATION QF THIS, AGREEMENT ' The parries hereto agree that, during the course of iatplewsinisg this Agreement, there may be special situations relating to the management of tfafrr* that require adjustment or fiirther aceorntriodarfoa of fee responsibilities set forth in Paragraph 2 above. The parties, in sub. event; negotiate in good faith to oaks the adjustments or accommodations as may be necessary. Unless notice to die contraryis otherwise provided by one party to the other in writing, each party shall assmqe fhar the other party is satisfactorily performing is obligations as set forth in tins Agreement. i PIIRATIQN OF^GRESMEIVT This Agreement shall continue hi effect until terminated by efrher party with sec (6) months priorwritten notice. Any Third Party Claims 21ed during the sit (6) month nance period shatt be handled in accordance wiih the terms ofthis Agreement. Notwithstanding any termination of this Agreement, the parties shall cnptfnng to honor their respective responsibilities under die terms of this Agreement with respect to Third Party-Claims filed and pending dura* the tern hereof, andwirh. respect xu those darns Sled prior to the Traasiuon Dans winch are being handled by AlEed-Sgaal under the Purchase Agreement. 6. 1ASE AieiyaWituau. The Agreetnenc shall constrone an amendment of the Purchase Agiesiaeai with respect to the .ndjeg matter hereof Hpweygr, C7asoftbeter^ariniiQdns Agreetnent as provided for herein, neither party ahafl. use dris.AgreenififlCfliaty mannerwhatsoever Tihh respect to any dispones tint may arise with respect to die Purchase Agreement 7. AMENPMKNTS Thu Agreement may be amended by the ^wwnal written consent of the parties hereto npoti tgrrrw ag arw prnwfrd fn girh amendment. 8. comwmmzm' The terms of this Agreement shall rnoain confidential between, die parties hereto and shall not be disclosed by any of die parties, nnr be provided as pan of discovery unless pnrsnanr to court order in connection with Third Party Harmy. The foregoing notwithstanding the parties hereto may disclose- the rwm< hereof to Thefr respective rnsaraneft brokers/carriers and outside auditors, IN WITNESS `WHEREOF, the parties hereto have set their hands, by their dniy authorized representative, as ofthe gist above wriirm NORTH AMERICAN REFRACTORIES COMPANY