Document wrgpvzqqVm7Gy6mBDZ2o50Rq3

PLAINTIFF'S EXHIBIT CT-14I Copies: CVN/JMA MFH/AN MR. M. HOVE piBvrpq iwsmq ptbrss LDCTSS Discussions with Certain-teed on the Supply Agreement Preaent: R. V. Miltz (V.P.- Matarlala Management, P.P.G.) V. A. Xrivaky (Group Szae. - Piping Systems Prod.) T. A. Dougherty (Senior V.P. - P.P.G.) T. Dscksr (Corporate Contract* and Agreements) M. F. Hove A. Melaon A. Discussion and Negotiation 1. Xn the aaln discussion was with Miltz though Dougherty and Xrivsky vara present during both prelim nary and concluding sessions. Progress on the first day was excellent with ready acceptance by Miltz that the existing Agreement had never operated as intended since Rhodesian U.D.I. and that T.& N. did not have sufficient fibre available to Beet Certain-teed' s requirements from its own Mines. All known sources of fibre were reviewed and progress Bade by each eos^any in negotiating supply agreeoents was discussed. V* placed emphasis on C-T Baxialslng its use of Russian, Asbestos Corporation and J-M fibres and this was accepted. Great stress was placed by C-T on the need for T.& N. to use its maximum possible influence to secure the minimum reduction in Caaalar's allocation to C-T after the closure of Clinton. 2. On the second day negotiations on the preliminary drafting of a new Agreeaent were held with Miltz. Unfortunately the good progress aade previously received e set-back when Miltz tabled a draft aaendaent to tha Agreement which had been prepared in 1974 but not signed. A copy of this amendment is attached tad, whilst it is better than the original Agreement in reality it merely regularises C-T's right to buy from other sources but does not release T.& N. froa the obligation to supply fibre to seat any shortfall. 3 . Xt was agreed that shilst the fora of this amendment could be followed for drafting purposes the content was far more onerous than we Jointly intended. An amended Clause 2 was drafted and tentatively agreed as follows: 2a . Sine* it la recognized that Turnar & Newell do laager baa tba capability to furnish Certain-teed'a fibra requirements from thair own aabaatoa fibre nines, it la recognized that no longer will Turner & Newall be obligated to furnlah Certain-teed'a total requirement aa outlined in the original agreement dated 4/16/62. Zb. However, on Certain-teed'a request, Turner & Hawaii agrees to continue to asalat Certain-teed in developing alternate sources and will use all reasonable influence on those sources to furnish Certain-teed requirements of fibre tonnage in the requested grades. 2c, Xn tbe best interest of both parties, it is agreed that in September of each year, prior to the finalizing of any Certain-teed fibre eocmitnents. Certain-teed will meet with Turner A Newell for the purpose of discussing their requirements and to determine the fibre sources which will be most advantageous to Certain-teed on a long-term basis. At this meeting, it is further agreed that there will be aa exchange of any fibre information, technical or otherwise, which could be beneficial to either party.* It was also agreed that Clause 3 could remain or be omitted at the discretion of C-T and that Clause 4 would be omitted. 4. At this stage in this negotiations Xiltz felt it was necessary for him to seek the advice of the Corporation' a Legal Adviser responsible for Agreements, Tom Decker, on Clause 3 in particular. Our assessment of hearing only one side of this telephone conversation led us to believe that Kiltz got a 'flee in his ear" from Decker for conducting negotiations with us without involving a lawyer. Xiltz was at pains to point out both then and at a aubaequent abort seating with Decker that out discussions on a new Agreement were very preliminary and that there would have to be considerable further discussion involving lawyers before anything waa finally signed. 5. Subsequent to the meeting with Decker, Kiltz was less ' positive about the finalisation of an amended Agreement than he had been previously. He did, however, agree to prepare a revised draft along the lines indicated for use by both parties in discussions with their respective legal departments and senior Boards. He hoped that it would be possible to sign it during A.N's proposed visit in September. Impressions and Conclusions 1. Oenerally we made worthwhile progress during the visit towards an amended Agreement which would be advantageous to T.&N. Kiltz la obviously keen that C-T should do their 1 own purchasing and negotiating whilst asking the fullest possible uaa of T.& N'a aoral commitment to assist and apply prasaurw where necessary. Ha la considering St. Gobain to halp also. 2. MFH feels that if an aaended Agreement can be agreed which is no sore onerous than that discussed, then we should offer to incorporate a clause to the effect that T.& N. will use its best endeavours to keep prices to C-T froa Casaiar equal to those charged to T.A N. companies a further clause that T.& N. will continue to offer fibre testing and evaluation facilities to C-T free of charge. AN does not agree that either of these clauses hnuTd he conceedad unless C-T specifically request then. 3. Problems nay well arise before an aaended Agreeaent can be signed if C-T'a legal department become heavily involved. Our iapresslon is that they are seeking a much stronger Agreeaent incorporating tonnage commitments etc. AN/ACM 23. 6.76 A. KELSON 3