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UNION CARBIDE CORPORATION METALS DIVISION 270 PARK AVENUE, NEW YORK. N. Y. 10017 J. F. Collins VICE PRESIDENT October 24, 1980 Mr. P. J. Fournier Union Carbide Corporation Highway 100 Morrisville, Vermont 05661 Dear Mr. Fournier: Enclosed for filing in'Corporate Records is the fully executed document as shown below: TYPE OF CONTRACT: Amendment Letter dated 9/12/80 to Distributor Contract, Re: Sylodex Asbestos Products CONTRACTING PARTY: W. R. Grace & Co. AGREEMENT DATE: July 23, 1980 EXPIRATION DATE: June 30, 1985 Please acknowledge receipt of this document on the duplicate copy of this letter. Very truly yours JFC:myh Enclosure cc: G. R. Adams J. L. Myers F. J. Shortsleeve j. J. Sibley J. F. Collins UNION CARBIDE CORPORATION METALS DIVISION 270 PARK AVCNUE, NEW YORK, N.Y. 10017 September 12, 1980 W.R. Grace & Co. 1114 Avenue of the Americas New York, New York 10036 Gentlemen: Pursuant to recent discussions between Union Carbide Corporation ("Union Carbide") and W.R. Grace & Go. ("Grace") concerning the sale of Sylodex asbestos in Europe and other areas under the Agreement made as of July 1, 1980 (the "A.greement"), Union Carbide and Grace hereby amend the Agreement as follows: 1. The following provision shall be added to Article 3(a): "If, due to the uniqueness of its market for Products, Grace determines that a price increase for which it has received notice pursuant to this Article 3(a) would adversely affect the sales volume of such Products, then it shall notify Union Carbide of such matter and the parties shall discuss in good faith the need for an adjust ment of such price increase. In the event that during the aforesaid forty-five (45) day notice period, the parties cannot reach agreement upon a mutually acceptable level of pricing, then the price increase as announced by Union Carbide shall become effective pursuant to Article 3(b)." 2. Grace hereby waives the forty-five (45) day notice period; as set forth in Article 3(a) with respect to the price increase for Sylodex 24 as set forth in Exhibit B attached hereto and pursuant to Article 3(b), Union Carbide and Grace hereby adopt as of October 1980 the purchase price for Sylodex 24 as set forth in Exhibit B attached hereto. If the foregoing correctly sets forth the understanding and agreement of the parties as to the amendment of the Agreement, kindly sign the duplicate of this letter agreement in the space provided below and return the same to the undersigned. UNION CARBIDE CORPORATION Metals Division Agreed to and Accepted: W.R. GRACE & CO. By__________________ a____ ^^ Vice President Copies to: Mr. W. A. Guenther (Grace Industrial Chemicals Inc.-Lausanne) Mr. J. L. Myers Dr. F. J. Shortsleeve EXHIBIT B (Effective October 1, 1980) PRICING INFORMATION (FOB King City, CA) Product Full 20* Container lbs: $/lb. SX-14 SX-24 16500 5280 0.195 0.850 _______ Partial Container Minimum, lbs. TTTbT 8250 2640 * ' 0:25 1.05 PRICING INFORMATION Net V/eight/Package, lb. Gross Weight/Package, lb. ` Package Dimensions, In. Package Volume, ft.^ Density, ft.3/2000 lb. 20' Container Caps., Pkgs. , Net lb SX-14 33 (15 Kg.) 34 5 28x19x6 1.847 112 500 16500 SX-24 11 (5 Kg.) 12.5 28x17x7 1.928 350 480 5280 Note: SX-14 is "Calidria" asbestos RG-144. SX-24 is 'Calidria" asbestos RG-244. 40' containers will be used and loaded to full volume capacity on request. Pricing includes shrink-filming of individual bags, which are loose-loaded in containers, not palletized.