Document p0Gam7wKZZk62mn0Z25a2Lqj

i quarterly Meeting of the Board of Directors of the da tssd Products Oompany was held at the office of the Com^ 25 Broadway, New York City, Tuesday, September 20th 1921, pftD?' A 2#}0 o'clock P. U. at PRESENT: Messrs. B. 3. Thayer, Elmer A. Sperry, William th and Edward G. Sperry. .Tr*1 ABSENT: Ur. 0. F. Kelley. Ur. William 'Wraith, President of the Oompany, acted as Chairman of the meeting. The minutes of the meeting of the Board of Directors jj8Xd on June 21st 1921, were read and approved. The Chairman presented to the meeting the Balance Sheet of the company as of July Jlst 1921, which, on motion duly seconded, a3 approved and ordered filed with the Secretary. On motion, duly made and seconded, it was RESOLVED: That the action of the President in authorizing 8n expenditure of approximately $40,000.00, in addition to the amount of $479,000.00 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, anpowered 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 ANACONDA LEAD PRODUCTS COMPANY, a corporation incorporated under the laws of the State of Delaware and having its principal offices at New "1 v party of the first part, hereinafter referred ;ity. II for* ated as Anaconda, and TH3 GLI3IEH COUPAHY, a corpor- ajjd desiS"1 porated under the laws of the State of Ohio ana hav- *ti0 pri. ncipal offices at Cleveland., 0.., party of the second it psrti here insfter referred to and designated as Glidden, '.7 I T H S S S S T H: VTHEHSAo , Anaconda is a manufaoturer of dry white lead t Chicago, Indiana, and is without facilities for grinding > e s,,a_aao, and whereas Glidden has the necessary facilities for -rinding such leaii in oil ls willinS under the terns of tils agreement to purchase Anaconda dry white lead upon the understanding and agreement that all sales made by it of such white lead ground in oil may and shall be made under an Anaconda brand, such as is hereinbelow set out upon the conditionsherein stated. How, therefore, it is agreed Anaconda gives Glidden the privilege during the contin uance of this contract of using the word "Anaconda" 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 basic carbonate of lead manufactured by Anaconda and ground in paste or liquid form by Glidden in suitable vehicles resulting in a quality fully equal to any com peting brands on the market. The label shall 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, PNYCO0006163 ft label or labels such as are shown by the aotual ,^0 affix1* and narked Exhibit A. This label will except by mutual consent of the parties given 'Thile this contract re:r.ain3 in effect Anaconda will u or offer for sale its white lead otherwise than . itself sXJ- 5' nr water-pulp form, y, dry or 2. Tjotling in this contract shall be considered as limiting manner the right of Anaconda to manufacture white lead ID say sell it either dry or mixed in water wherever and to whom(3d ^ orer jjiadonda 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 wiling the same under whatsoever name, whether the manufacturer's own or a trade name which such 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 Anaconda brand, but that Glidden may at its own apense 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 lead of any brand or label containing the word "Anaconda" to discontinue such use and that Glidden has by contract with Anaconda an exclusive ?ight to the use of the word "Anaconda" for brand or label purposes PNYC00006164 IP the marketing of white lead manufactured by Anaconda and ground jXidden. It is also understood that Anaconda may itself at wr and at its own expense take such actions or proceedings au7 it may deem in its ovm interest to be advisable to prevent the s-s ^authorized use of an Anaconda brand upon any v/hite lead or v/hite lead product. Anaconda agrees that it will not during the continuance 0f this agreement authorize the use ni the word "Anaconda" for ?;>< --. . lead on any brand by any manufacturer other than Glidden, or such of tfce latter's subsudiaries as Anaconda may authorize to use the same, ae 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 respect 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 v&ich 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's 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 such 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 such subsidiary and the subsidiary must likewise ^ writing request that such privilege be granted, and agree that PNYC0C006165 be held and enjoyed only in accordance with the terns 0*B ** .-tions of this agreenent and will he subject to temination -termination of this agreenent or the temination for any f qiidden's right to make use, in accordance with the terns agreement, of an Anaconda brand, and upon an express agreet this , at the right of such subsidiary to make use of such a brand as* tn be discontinued at any time upon a written notice from Glidden sis-1 subsidiary and to Anaconda requiring that the use be disconto t'ae tiDued. anaconda is induced to enter into this contract by its iesire to secure an extended market demand for its white lead of- ,ered for sale under Anaconda brand, and in the hope and belief that ;lidden and its subsidiaries with their facilities for grinding such ^ite lead in oil and marketing the same will create such market de- uand so long as but only so long as no white lead manufacturer other then Anaoonda shall acquire either directly or indirectly a majority ownership of stock or the operating" management or control of Hidden; and it is therefore agreed that in case any white lead manufacturer other than Anaoonda shall acquire either directly or indirectly a aajority ownership of stock or the operating management or control 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 ase of an Anaconda brand as hereinbefore permitted without relieving Glidden from its obligation to continue the purchase of white lead Mder this agreement and/or at its election Anaconda 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 ar.y brand containing the word "Anaconda" is rightfully withdrawn under the PNYC00006166 oing or any other provision of this agreement, it will not 9fter make any use of such brand or any brand containing the "Anaconda" except upon packages of the white lead which has purchased under this contract prior to withdrawal of such 5. Glidden now designates as subsidiaries now controlled or operated by it ho nay be authorized to use the Anaconda brand, the allowing concerns: The Glidden company, Cleveland, Ohio. Adams 4 Siting Company, Chicago, 111. The American Paint '.Vorks, I!ew Orleans, la. T. 1. Blood 4 Company, St. Paul, Minn. Campbell Paint 4 Varnish Company, St. Louis, Uo. The Sorest City Paint 4 Varnish Company, Cleveland, Ohio. The Bubian 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. Wilhelm Company, Beading, Pa. aod requests Anaconda to extend such privilege to such subsidiaries, mt reserving to itself the right to designate additional subsidiaries iron time to time and to request the withdrawal of the privilege from any subsidiary a3 above provided. 6. Glidden understands that Anaconda*a process for making white lead is patented not only in the United States but in some foreign countries, and therefore agrees to proteot 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 PNfC00006167 f0Teign country. It is further understood and agreed that if in to protect its rights under any foreign patent Anaconda nay find cessary in such foreign country to manufacture within such country it 13 _ r ary white lead or white lead ground in oil in paste or liquid ei for i-1 order that the same may he carried into or sold within such oantry BS a Product within the protection of the patent granted by jj country, then Anaconda may in ioa aiaonsnua and without the -onsent of Glidden conduct such business of manufacturing and vending juch product within such foreign country. 7In consideration of the premises and upon the provisions below stated Glidden agrees to purchase from Anaconda, within the term of this contract, a minimum of Nineteen hundred ninety two (1992) tons of Anaconda dry white lead per annum to be shipped from tine to time as ordered by Glidden and in the manner hereinafter stated. Ex cept as the parties may from time to time by agreement in writing otherwise provide, Glidden 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 after the receipt of such orders severally as the same can be reasonably loaded on railway carB. All shipments of dry white lead shall be made in such barrels or containers as Anaconda has customarily used or may adopt for use, and which need not, tinless otherwise hereafter agreed, be returned to Anaconda. (b) In addition to the minimum of Nineteen hundred ninety two (1992) tons which Glidden obligates itself to purchase as above, Glidden shall have the right to purchase and Anaconda shall be under ob- ""Wow*,*, to supply during any calendar month not to exceed an addihundred sixty six (166) tons of such dry white lead, hut upon the following conditions, to wit: In order to obligate i3 to :nai:e suoh additional shipment Glidden must notify Ana- 13* in writing as early as the first day of the month preceding ;03dS * (n which it requires such nhipm^ts to he made of the additional antity that will he required hy Glidden to he shipped during a des ignated calendar month, and the shipment or shipments so required to j^da under such notice shall not in any case, without the consent of anaconda, exceed an aggregate of One hundred sixty six (166) tons during any one designated calendar month. A notice hy Glidden to anaconda requiring any additional shipments as permitted hy the terms -i this suh-paragraph (h) may specify one or more months in which such additional shipments will he required, hut must with respect to each aonth so designated specify the quantity to he shipped in such month, (e) In addition to the obligation of Glidden to purchase a min imus amount of Anaconda dry white lead expressed in sub-paragraph (a) 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 suoh load, to the exclusion of any and all other brands of basic carbonate of lead (except as regards the completion of its ex isting contraot with Hational Lead Company) in all plants owned or controlled or operated hy Glidden which use basis carbonate of lead, and to buy from Anaconda the total requirements of said Glidden plants (and of plants owned or controlled or operated hy Glidden) of basic lead carbonate, except of the plants owned or controlled or operated hy Glidden on the Pacific Coast. Anaconda agrees that Glidden may 3Se basic lead carbonate of Anaconda's manufacture at Glidden's plants PNYCOO006169 *1 pacific Coast if Glidden from tine to tine shall so desire: on za the reason for mentioning such Pacific Coast plants of Glidden ,cratel7 is that their distance from Anaconda's manufacturing Sd'"' ,,int at last Chicago, Indiana, na7 involve such expense for freight as l'w disable Hidden from using Anaconda white lead on the Tscific ,oaSt in competition with basic lead carbonate manufactured on the -a0ific Ooast by parties other than Anaconda. '.Thenever the require ments of such plants shall exceed the maximum of white lead which ^paconda obligates itself to furnish under sub-paragraphs(a) and of this Taragraph 7. Glidden will in writing advise Anaconda of such additional requirements and Anaconda will promptly in 'writing notify Glidden 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 Glidden 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 Glidden 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 works 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 & Uilligan plant or other of Glidden's plants in Chicago, Illinois. It is expected, however, that Anaconda may desire to make Ps*Cc CCCt>i?G ejit upon such orders from points other than East Chicago, ana &gre0d that upon any order for white lead given by Glidden oDda nay in its discretion mahe shipment of the lead ordered in whole or in part from last Chicago or any other point or at which Anaconda shall at the time have a stoch of its 'white pcin , nnsoId and available for shipment. ;esd It is further agreed that Anaconda must ship upon such or- erS the an^uxifc to the extent that it may have unsold stochs , vftite lead wherever situated, and that any failure to ship will t te excused merely because it has not a sufficient available sup- -lj of lead at last 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 or. the basi3 of deliveries thereof upon railway cars at East Chicago, it is agreed that if Anaconda shall mate shipment from points other than last Chicago 1. All freight on such shipments shall in the first instance be paid by Glidden, but 2. When the aggregate amount of freight required to be paid on a shipment or shipments made from a point or points other than East Chi sago upon any one order for shipment, shall exceed the amount of freight that Glidden would have been required to pay if such order had been r filled by shipment from East Chicago, Anaconda will reimburse Glidden for such excess of freight charge; but if in any case the aggregate 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 j Seat Chicago) be less in amount than Glidden would have been re aired PNYC00006171 pay if such order of Gliaden had been filled at the same time by jjijoent from East Chicago, the saving in freight charges thus reu It log shall be credited to and paid Anaconda by Glidden. Adjust- t and payment of balance owing to either party by the other on -omit of freight under the foregoing provisions shall be made sc -octhly at the time and place fixed for the monthly payment for lead be made by Glidden insofar as the same can at that tine be as certained. Anaconda white lead is manufactured only by Anaconda and t-ae lead required to be delivered hereunder must be delivered from ^aaconda's present unsold supply of the manufactured product or that *o be produced hereafter at its existing plant in East Chicago. iaaconda'3 manufacturing plant is at present shut down. Its nornal production when operating efficiently is approximately at the rate of Five thousand (5,000) tons of white lead per annum, dince the amount of white lead which Glidden unconditionally agrees to purehase 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 such production and to make such sales to others. It has been and therefore is agreed as follows: First: Whenever Anaconda's supply of white lead available for delivery upon Glidden orders shall be less than the aggregate Squired to be delivered during any calendar month upon such orders. PN*C00006112 amount that Anaconda could under the terns of the contract r6quired to deliver during the next succeeding calendar month, Ana- gust make no sales of white lead to others than Glidden. Second; At any tine when Anaconda's supply of white lead been so far reduced by deliveries upon Glidden orders or 3ales to otters than Glidden that the supply remaining is no greater than will tie required to make necessary deliveries during the then calendar -noth sud a11 deliveries that it could be required to make under the tero3 of the contract during the two succeeding calendar months, Ansjocds must operate its manufacturing plant and produce at the rate of 8t least Three hundred thirty two (332) tons per month of thirty (3c) ^yg t so long as the supply of white lead available for delivery up on Glidden's orders shall be less than the three months' requirements last above referred to; but this obligation to operate the plant, or to operate to the extent above provided, is subject 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 enployees (whether.such strike be reasonable or unreasonable), or by failure from any cause of railroad transporation facilities upon Aioh such operation is customarily dependent; nor if such 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 lawful restraining order of any Court or by Governmental restraint or interference, whether Federal, State or Utnicipal; or inability to obtain supplies or power for operation. Third: At any time when Anaconda's tonnage of unsold white lead is sufficient in amount for the shipment of all uncanoelled Clid- p**co 00061 73 then in effect, and for the shipment of all additional ord*rS *** hich Glidden shall he required to or nay give under the 5 -one " sub-paragraphs (a) and (b) of Paragraph 7, during the .-rov*51 ' of the tern of the contract. Anaconda nay at its election ...3i:ider tinue the operation of the plant either permanently or for the lissn Aar of the tern of the contract. In case of any discontinuance re -eration under the provision next foregoing Anaconda Trill not re9f its supply of white lead by sale to others than Glidden or otherhelow the tonnage required to ship all orders aforesaid which fi3 -lidden shall have given, be required to, or have the right to give, jBd will make shipment upon all such orders as under the provisions 0f this contract required. pourth. Anaconda nay without liability as to any default lisoontinue the operation of such 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 to undertake the rebuilding, replacement or repair of the destroyed or damaged property, with a view to continuing the operation of the plant during the remainder of such term, but in any such case Anaconda ./ill promptly notify Glidden of its intention to discontinue such operation of its plant and Glidden may thereupon at its election either cancel all previously given and uncancelled orders for shipment insofar 03 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 s'uch orders all then unsold rar.uf .ciured white lead which Anaconda may have on hand up to the-amount PNYC0C00617* 0r by such orders; or Glidden may cancel its orders in part aluire deliveries from such unsold white lead on hand of any of the orders remaining uncancelled; or Glidden may require onda shall continue to ship all such white lead upon orders tofre given or thereafter to be given by Glidden in accordance -he provisions of this agreement, until all such orders shall en regularly filled or such supply of white lead shall be ex- AH shipping orders given by Glidden shall specify the eSiendar month in which such shipments are to be made, and may jpesify ti'-e time in the itonth when such shipment is desired. Ana yas will ship from its available supply of white lead the inan ity ordered or such part thereof as may be available for shipment thereon as promptly as it nay 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: 30 long as Anaconda shall observe the limitation imposed by the terms of ?aragraph 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 mate any shipment ordered where reasonably onable so to do, and its inability to mate the shipment shall arise iron any of the following causes, to wit: 1. Strikes (whether reasonable or unreasonable) of its employees. 2. Damage to or destruction of its 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 such damage or destruction and whether aooidental, negligent or *alful in character. 3. Inability of Anaconda to obtain the necessary materials and PNYC0C006175 for use in the manufacture of its white lead from customary sources of supply upon which it has reasonably depended; but inability cannot to any extent be predicated upon a mere in***811 ,re3s8 i-n the cost of such commodities o t laehof funds on the part of A"3 l. Injunction or restraining order of any Court or Governtsl restraint or interference whether Federal, .state or Municipal. .11 ^jgllation of orders when shipment thereon is delayed. Within the period embracing the 5th to the 10th day of each jalendar month inclusive, Glidden shall have the right to cancel at its election any order previously given by it requiring a shipment to j* agde within any previous calendar month, insofar as shipment shall ttot have been made thereon prior to giving the notice of cancellation; tftich notice must be in writing and designate appropriately the partic ular order intended to be cancelled. Omission in any month to canoe! an order when the right to cancel the same shall arise under the fore going provision will not preclude Glidden from cancelling the same ithin 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 cade and the price to be paid under the provisions of Paragraph '..2 ell shipments required by the terms of the shipping orders will be treated as made within the month specified in the orders if actually "tipped on or before the fourth day of the succeeding calendar month, tet if shipped later than such date will be treated as "Delayed shipBents" within the language of the next following provision. "Delayed pNYC00006l7t> ghall be treated as made in the month in which the same tualiy made. anii payment on account thereof shall be made on fore the 20th day of the next succeeding calendar month; but ;ri- to oe paid therefor shall be the price payable for lead , the month in which such shipment shall actually be made or s5i??e nth in wbich the same was required to be shipped by the terms tr.e shipping order, whichever is lower. of the During the term of this contract unless the same should gone account earlier he cancelled Glidden must give in each calenos month the shipping orders required to be given by the terms of jnt paragraph (a) of Paragraph 7, regardless of whether any shipment ^3 teen 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 be paid for shall be the weight as determined by 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 olaim of error in weight reported by it. It is intended that any and all controversies as to the weight of lead shipped shall be submitted by the parties to the Arbit ration Committee of the national Paint, Oil and Tarnish Association,and the parties will accept and he bound by the decisions of such Committee thereon; but it is agreed that notwithstanding such controversy or con troversies as may have arisen, Glidden will pay upon the 20th day of adch calendar month for all lead shipped under the provisions of this PtiYCOCOObUl 1 upon the basis of the weight thereof as determined- by Anas>eB unless prior to such date such Arbitration Committee shall hare ,er-sri.se determined; but Hidden shall in all cases be entitled to afonded the amount of orer-payment if any subsequent decision of w 'on.nittee shall entitle it thereto. The procedure for Arbitratior such as is authorized by Paragraph 13. eiU 'ae Glidden agrees to pay for all white lead shipped to it by. __ ,,onda .during any one calendar month on or before the 20th day of following month at Anaconda's office in Chicago or Dew York, a3 paoonds may in -writing direct, in funds current with the hanks of jeTt fork City or Chicago, or with exchange added. A deduction may be made from the amount payable for lead 4t the time above stated of the amount (if any) which Anaconda nay at guch 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 proTided in Paragraph 13. The prioe to be paid by Glidden for lead shipped under this contract shall be determined as follows: The average monthly price per pound of pig lead at Hew York taring the calendar month within which any shipment is made shall be taken as published in The 2ngineering and Mining Journal of Hew York, and such average of such 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 to make the price of dry PNYCO0006178 sample? If the. average monthly price of pig lead he I**4, ** > acts 51i44el1 will pay Anaconda sir '6) cents for dry white tiie average price of pig lead he four and one-half (.4-1/2) **i* .,4eD will pay Anaconda sir and one-half (6-1/2) cents per 311 : , *cr ary white lead. ..jjjd * ^ yhe parties -wish to protect each other against the re srr sice ef such disturbances in business conditions as have character y.d recent years. Anaconda therefore agrees, that if at the tine oi scy shipment made under this contract its open market price for white lead shall he lower than the price to he computed by the V7 ^thod established in Paragraph 12, then Glldden shall only he char-^ for that shipment the said Anaconda open market price. Hidden agrees that, if at any time within the term of this contract the gen#r*l 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 y9 York, then Glidden will pay Anaconda three-quarters (3/4) of such sicess above three (>) cents, in addition to the premium of two (2) oents above average monthly price of pig lead as provided in Para graph 12. ?or the purpose of determining the time when payment shell be made and the price to be paid, all shipments, other than such as are styled "Delayed Shipments" in Paragraph 11, shall be treated as aade in the calendar month specified in the order to which such chipnest applies if made within such specified calendar month, or within the first four (4) days of the nest succeeding calendar month. Payne: shall be made for "Delayed shipments" as in Paragraph 11 proviied. 13. Insofar as the parties hereto can lawfully contract w.d bin themselves, it is agreed that PN1TC000061 79 i.11 disputes and controversies which nay arise during 0f this agreenent in respect of performance or failure r7e and perform the obligations hereof, shall be submitted election of either party for determination to the Arbitra,03-;ittee of the National Taint, Oil and Varnish Association, iOB 3onai'ttee is hereby authorized to arbitrate and determine all -ontroversies, and the parties agree to be bound and abide jeh 8Xi determinations or decisions which such committee shall make w therein Either party desiring to subnit any matter to arbitration >!i9ll notify the other in writing of its intention to do so, and in jaoh notice shall state clearly the question or questions or matters to be arbitrated, Such proceedings shall thereafter be had and upon gash notice and under such rules or regulations or directions as the joamittee shall in its discretion establish or give. notwithstanding the foregoing provision it is agreed that either party may at its election at any tine apply to a Court of Unity for any injunction mandatory or prohibitive or for specific performance or for a cancellation of the contract whenever it is adTised that such aotion is reasonably neoessary for the protection of Its'rights. 14. The "term of this 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 da7 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': pNYCOOOOb 180 f anaconda nay at its election notify Glidden in writing |fl3t sixty (60) days before the expiration of the term hereof su3h tern will oe extended for such additional period, and osse the term will oe so extended Glidden now consenting to v e3tension if such notice he given. yi1-* . Glidden nay at its election notify Anaconda at least sixty days hefocs the expiration of the term of the contract of its ig3ire to. have the term extended for such additional period, and in j! oaae the term will he so extended unless the 3oard of Directors 0--Anaconda shall within thirty (JO) days after receiving such notice ^on Glidden hy resolution determine to discontinue the business of mnufacturing it3 white lead, and shall within such period of thirty (jo) days notify Glidden in writing of such determination, hut if mich 3oard shall so determine to discontinue manufacturing and Glidden shall he so notified there shall he no extension of the term; provided however that if at any time within six (6) months after the expiration of the term of this agreement Anaconda shall determine to resume the business of manufacturing such white lead for sale at its Bast Chicago 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 he 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" agree:.ent. If Glidden shall within ten (10) day3 after receiving such a notice from the Anaconda notify in writing Anaconda of a desire to resume .urchases upon suoh terms the parties hereto will execute an agreement substan tially in the terms of this agreement to become operative upon a i .te to be fixed hy agreement, hut not more than sixty (60) days after the date of the resumption of manufacture; except that suoh agreement stall PNYC0000618I ! ontain the provision in this agreement found for the extension . tj!e te ^ - tile ^c^bract, nor any provision for the extension oj-gof, unless the parties shall otherwise mutually agree. 15Anaconda agrees that the white lead it supplies to -;iadau shall always be of its best standard grade and equal in qualit- to that which Glidden has regularly received from Anaconda prior to the making of this contract. 16 All orders for shipment of lead shall be in writing; and S11 such orders as well as all notices required or permitted to be given hy either party in writing may be given by nail or by telegraph or may 'be otherwise actually delivered to the party entitled to recei' the same, provided that if orders be given by mail for the shipment of lead under the provisions of sub-paragraph (a) of Paragraph 3, the same must be mailed not later than the 25th day of the calendar month, and if notice of cancellation of any order for shipment of lead be giv given by 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, but the party receiving the telegram will be justified in acting in aceordance 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 York City, unless and until other**8* directed by Anaconda, and all mail and telegrams to Glidden .ill addressed to it at its office in Cleveland, Ohio, unless and until PNYC0000618< 0 directed o'j it. .7hen not sent "by nail or telegraph, all riers and notices will be delivered to the parties respectivel7 their respective addresses above givexi. II! '7ITSE33 .7!-.-?--CP, the parties hereto have caused this ement to be executed in their corporate names by their respective residents or Tice ^residents,, and their corporate seals to be hereto gj-fised, attested by their respective Secretaries or Assistant secre taries', as of the 2Jrd day of September, 1921. .(SSAl) ATTEST: 3. 3. HEHSE33Y Secretary. ATTEST: 5. B. 305S3UBGH Secretary. AUACOIIEA LEAD PP.Q3UC IB COMPAKY, 3y mi. vrRa it h Its President. GLIDEEH COKrAHY 3y ABRIAH D. J0Y33 Its President.- There being no further business before the 3oard, on ootion duly made and seconded, the meeting adjourned. ,, ,, _ ______ Secretary. PNYC00006183