Document zzvxoNm77Lv3KO3bN7mR10YJ0

Jib * Eflth 19tt Hr UH1.UI & JOtea, President The ailddsn C**pany, Cleveland, Ohio* Soar Sir: Tho following lo a memorandum of the conversation *o had In joar office on June 16th about deliveries of white load* \o tho oentraot provides for yea to tako a minimum of 290 toao por month, hot obligatos oo to giro 700 op to 500 ton* par nosth If 70a nood It. wo have had to hoop ourselves reasonably In position to tako oaro of 007 aaddaa demand fro* you. is 70a have not taken aoro than tho olnlao* In any oath, w* hat o aoao aoomnlatlen of otook. whloh *0 have boon storing In oar roflnory building. This building lo tn van tod for another purpooo, and wo aro therefore uador tho neeesolty of moving aoao of this load. Hathor than eent It to a pat 11a warehouse, we prefer to giro you tho benefit of drawing on this stock at V, to whatever extent you aan utilise it for yoor own manufacturing purpoeea up to Ally 29th. Ton agreed to advise no Immediately what amount of load fro* this stock ye* want to speak for, on the understanding that It Is to be aetually shipped away fro* oar plaoe not later than July 29th, at T4, end la consideration of your eo doing, we agreed to go a step further to take care of a noaent&ry sitoatlea under the oentraot Itself, Until Jest new, the spread betwo an pig lead and white lead, 1* the d m market, has been about 8^, and in fact, not long age It was 3g* it the present moment It le 2/, but this low spread arises only beoauee pig lead (for reasons not at all eeonoetod with tho whits lead Industry) hen advanced quite rapidly, and madh faster proportionately than white load has advanoed. To oover this situation temporarily, we will proceed as follows1- Thors are still SO toae overdue of tho 290 tone minima* quota for Bay. Tea agreed to take this out during June; we will bill it at the Uay prloe, T.4*. but will aooept preliminary settlement at 7*29. If during the ensuing three months the spread between the average monthly prloe of pig lead at lew fork end the open market prloe of white lead goes above 24. you will pay ns In addition to tho 75*9 whatever 4* ooo ou >z CL Xr tdrian B. J17N 2- June 28th 1922. the mid advance In the above 24 asnonte to, provided of oooroo that you will not pay In any oaoo abovo 7.48. 3o will follow the eame prooodare for tho 80 tana atnlanm oontraot quota for June, billing It to you at tho proper prloe under tho ooitraot (eg. 7.70}, but accept pre liminary settlement at 7.28. you to pay us In addition whatever advanoe there agy bo above E4 In the spread between pig lead and white lead, as above ost forth, provided it is not higher than tho original Invoice figure. It Is distinctly understood sad agreed by you tha$ you aooept the assistance we have desorlbed as aonething over and above the oontraot, and that it does not alter, anond or In any way violate our oontraot with you of deptwnber 3rf*fff54, or its supplement of April 19th. 1922. jor constitute any right or preoedent for further action of the -sort except at our own will. Tours very- truly. Jadcwdy: 2 CC WW JIB? Director of Sales Attarmtiia 2I?a& frnburta dmnpattg 25 Srdadtttag Nrm fork Fobroaqr 16th 1924. Me. Mm. Wmith, proaldoot, inaooada Load ?ro*uot CcBponj, Building. Dour Slr I kf to aokaovlodgo rooolpt of yotr faror of tho 15th lnat., oaeloalng aerooaaat dotod Potoroary 15th 19*4, Alofc eaaoola tho ooBtraot of Soptodbor 23rd 19*1, and tho npplaoant agrooMst of April 19th 19**, betooea tho dllddon Caapony ood tho Anaconda lead Prodaota Conpnay. Town Tory truly, D. B. H1UUCB8T Soarotary. DBRiK N10899.01 An a c o n d a Le a d Pr o d u c t s Co mp a n y An a An d A from sumer 23 Br o a d w a y Ne w Yo r k February 15, 1924. Mr. D. B. Hennesay, Seoretary, Anaconda Lead Froduota Company Building. Dear Sir: Attaohed please find agreement signed today, which oanoels the oontxaat of September 23rd, 1921 and the supplement agreement of April 19th, 1922, between The Glidden Company and the Anaconda Lead Produots Company. Kindly acknowledge reoeipt of this oanoellation agreement. Yours very truly-j- President. J-enol. N10899.02 An a c o n d a Le a d Pr o d u c t s Co mp a n y A\ ~~> Br o a d w a y Ne w Yo r k T*hnai7 1*, 1924. It la hereby sataally agreed between Anaooada Lead Prodaota Oowpasy, a corporation of the State of I>alawe;rw, soft the ffliddea Coapuv, a aorporstioa of the State of Okie. that the written eontxaet watered into between said companies ander data af tha 83rd day of Septeidber 1981, together with tha supplemental agreement modifying tha sane entered lato between tha parties on tha 19th day of April, 1922, and all af tha prevision* tharaaf ara hereby aaaoallad and tha same terminated as of this dots, aalthar party to ha undar obligat to a to perform tha saaa aar to hare any right of parforaaaaa of tha aaaa aftar this data, and aash party ralaasas tha othar from any olala or liability 1a daaagaa aa aeeount af aaa-parformaaee tharaaf hy tha othar; presided. hasarar. that any assays that nay ha daa or owing or say hsaaaa das and awing froa Ihs Sllddaa Company oa aeoount of any ahlpaaata of land haratofora and* or upon a proper aoaonnting on aeoount of any past transaatlons, shall ha paid regardless of this termination of agreement. President rS0vO0 O oo o o 21 a N10899.03 'X1 r. I o3 C o :: 2 K A C T raa-ie by arid between AHACQL'DA LC`*J J^Hh^Y, a corporation incorporated under the lav/s of the state of Jelaware and having its principal offices at Hev; for.-: City, II.Y., party of the first part, hereinafter referred to and designated as Anaconda, and i'HY CLIJhiA, ^nt.-y, a corporation incorporated under the laws of the 3t..te of Ohio and having its principal offices at Cleveland, 0., party ox tin second part, hereinafter referred to and designated as Cli-den, I a? IT s S H: I .iiiEi-nia.3, Anaconda is a manufacturer of dry white lead ! at Hast Chicago, Indiana, and is without facilities for grinding) the same, and -whereas Glidden inis the necessary facilities for \ grinding such lead in oil and is willing under the terras of ! this, agreement to purchase Anaoonda dry white lead upon tne understanding and agreement that all sales made by it of such white lead ground in oil may and shall be made under an aecnia brand, such as is hereinbelow set out upon.the conditions Herein stated. How, therefore, it is agreed 1. [ i Anaoonda gives Glidden the privilege during the contin uance of this contract of usurp the word "Anaoonda" as a brand i ana trade name upon aid pachares which (Midden may offer for j sale or sell in the United states, or any of its forei n possessions, which contain only basio carbonate of _e ~ ..mati- j j factured by Anaconda and ground in y-aste or liyuia a.orr.i oy -j Glidden in suitable vehicles resulting' in a quality -ul^y equal : to any competing' brands on the.market. fhe label srn.ll plainly show ingredients in accordance v/itn the state la"ws rerun; ^ing sales of paints and varnishes. Any packages ox sncn whiue lead ( 1.) ' . ... , ON /'VO oo s>oo:>o a N10899.04 :l ! ground in or liquid form, and cold or offsred for sale by Gliiden, ahull bear a label or labels such as are snovro by ih.e act.,.:, labels hereunto affixed and marked Exhibit A. ills I ,, lao el .il -- ecu le r.-.odified exosus by r.;utual oo.ise.it of tls ear tie; i ive i- ivriting. '..nils t..is contract remains in effect Anaoonjl: '"ill not itself sell or offer for sale its v...ite lead ot_.ir.7ise than in dry or rater--.ulp form. *o> > j nothing in this contract shal- be considered as limit in,-' I in any manner the right of Anaconda to rnanufaoture :.hite lead J| and to sell it either dr./ or aixei in rater v. norever a .1 to -.vnom- |! soever Anaconda shall please aav. under an Anaconda or t-tnr br-.jd Gliuder. understands and agrees thut it is impossible for Anaconda to prevent other paint manufacturers who may-buy | Anaconda white lead dry from grinding the same in caste or liquid form and selling the same under whatsoever name, whether the manufacturer's own or a trade name which such manufacturer may select, and it is understood that rhile this contract re v.ins in effect that Anaconda shall be under no obligation to take any steps legal or otherwise for t._e protection of /hidden in ; the latter's right to the exclusive use of the Anaconda *oru;.i, but thut Hidden v:.a./ it its own expense tube such proceed i_.gs o'- actions o it .m. deem- advisable for the protection o* its rights la the c-remises. Anaconda agrees nowever at a.., ..i .e ucOii th" request of 1 r 1 ..Is.. co ..ot ifv uny ..miuxac -."i sr - - _ -- 30.1 who shall undertaxe to make use for white lead of ..... n....i or label containing the word "Anaconda" to discontinue such ..se and taut Oliilea has by contract with Anaconda an exclusive t rifcht to the use of the v.ord onda" xor hrund cr purposes ii* t..e i.iarhetiiif; of white lead :nanufaotureu uy i o oo ou z 0. Auacoada c.. Ground by Olidden. It is ale. unier^ooi nh_t d..'cjonaa .1 itoolf :.t any time . at its ovu o::..3..c, ta>;- such j actions cr rooeealngs us it w-y dse. in itc own inSorest f._ de u.'lvi 3 u to prevent the unauthorized use of an Anacoud-:. brand auoa wr.ite lead or white leal pro luct. .c on da across u-- f at -i-1 not ...aria t._c o unt inua.ice of this agreement ^uthor-* : ise I use of ul.e word "Ai.acouda" for 7/hite lead On a..,,- bra.-i : 0..' -wiy /`.anutacturer otn-er than Uiia.de.., or such of t.hs latter's ' ; subsidiaries us anaconda may authorize to use the sa..e, as in' r | the ue .t yaragraoi. provided. I i 4. |i During the continuance of this ugreer.Bht Anaconda will ! S extend the same privilege as that hereby wiver. to Gliiden with lj ' respect to the use of an Anaconda bran-1 to any and all other business firms or corporations owned or controlled or ;-_.er. ted ! as subsidiaries by Clidden or which Glidde.: may hereaft-.-i own or I control or operate as subsidiaries, when such other firm or cor poration maintains a separate legal existence or otherwise ion- ducts business under a nar.ie different from that of Glidio. 'o 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 . i this contract at any time, or on the termination of the ri-.il of Clliden to use an Anaconda brand as herein provided, the right of any such subsidiary to use suen brand shall t-ruinate . unless by new agreement .vith Anaconda such rights suou ^ -e continued. In order that any such subsidiary may ::eu ;ne en titled to use any such Anaconda brand, G!.idden must firm m writing request that such privilege be granted to such subsidi- : ary and the subsidiary must likewise in writing reque^u - - - such privilege be granted, and* agree that the sa.ie sha-.. he^c^ and enjoyed only in accordance with the terms acid conu.it. ons of I ! PNVCOOOOI771 this agreement and will oe 3 abject to termination upon the ter mination tnis agreement or tne termination for any cause of C- lade:; '3 riqht to lake use, in accordance with the terms of this agreement, of an Anaconda orand, and upon an eroreos agree ment ' t tne right of such subsidiary to jiake use of such a crarji shall be discontinued at any time upon a -written notice from 1 G. iv.den to the suDSidiary and to Anaconda requiring that t..e use be discontinued. Anaconda is iniuced to enter into this contract by its desire to secure an extended market demand for its white _.ead offered for sale under Anaconda brand, and in the ho/e ani belief that Hidden and its subsidiaries with their facilities for grinding such white lead in oil and marketing the sane will create suoh market demand so long as but only so long as no i j white lead manufacturer other than Anaconda snail acquire eitner directly or indirectly a majority ownership of stock ^r t'.e j operating management or control of Giidden; and it is- therefore agreed that in case any white lead manufacturer other tin..: Anaconda shall aoqriire either directly or indirectly a majority ownership of stock or the operating management or control of Glidde.i or of any of its subsidiary companies exercising a privilege under this agreement, Anaconda may at its option with draw from ani terminate the right of Hidden or of any ~..j u suo-j sidiary to make use of an Anaconda brand as hereinbefore or- mitted without relieving Giidden from its obligation t_ -.nrinue the purchase of white lead_under this agreement and/or at -ts election Anaconda may terminate this agreement in whole -a o- tween itself and Giidden and/or any such subsidiary; a.. , :Hea covenants that if its right to use any brand contain it. ' -rd ''Anaconda" is rightfully withdrawn under the foregoing or ...y other provision of this aqreerqent, it '.till not thereat k c i roa..e *I any use of such. or&xid or iiiy orb.^i containing tne vord 'Vmiaconda1' except upon oaGli&ges of tne -.vuite rend ioi. oafl /s. 0 0 0 J a*  been purchased under this contraot prior to withdrawal of such right. 5. 51 idlen no-;/ designates as subsidiaries now controlled ' or operated by it who ray be authorized to use tne Anaconda brand, the following concerns: i I ; ft# Gllddan Compare, Clssslaad, Ohio. Adsjns & Biting Company, Chicago, 111. Tin Jmericaa Paint Works, Baw Orleans, La. T. L. Blood. & Company, St. Faol, Minn. Campbsll Paint & Tarnish Company, St. Louis, Mo. Ths Forest City Paint St Tarnish Compaq?, CIs t s land, Ohio. Tha Nubian Paint & Tarnish Company, Chicago, 111. Ths Gliddan Compary of California, San Francisco, California. Ths Heath A Milligan Manufacturing Conpauy, Chicago, 111. Twin City Tarnish Company, St. Paul, Minn. Ths A. Wilhelm Company, Beading, Pa. i i I and requests Anaconda to e::tend such privilege to such subs id- ; iaries, but reserving to itself the right to designate additional subsidiaries fron time to tine and to request the withdrawal of the privilege from any subsidiary as above provided. 6. '' I i (Hidden understands that Anaconda's process for .making v,'hits lead is patented not only in the United States but in sora< ( 5) r- o oo u z Q. foreign countries, and therefore agrees to proteot Anaconda against any possible infraction of foreign patent laws by not j taking, carrying, sending or ship-pin.;- into or offering for sale ! in Canada or any other foreign country any white lead of Anacondij. manufacture, whether dry or ground in oil in paste or liquid ' form, without first asking and obtaining Anaconda's 'written con sent thereto as regards eacn and every such foreign country. It is further understood and agreed that if in order to proteot : its rights under any foreign patent Anaconda may find it neces- . sary in such foreign country to manufacture within such country either dry white lead or white lead ground in oil in paste or liquid form in order that the same may be carried into or sold within such country as a product within the protection of the | patent granted by such country, then Anaconda may in its dis cretion and without the consent of Glidden conduct such business of manufacturing and vending such product within such foreign ! CO Uiltry 7. i ! In consideration of the premises and uoon the orovisions' I below stated Glidden agrees to purchase from Anaconda, within thje term of this oontraot, a minimum of nineteen hundred ninety two ! (1992) tons of Anaconda dry white lead per-annum to be shipped from time to time as ordered by Glidden and in the tanner here- ; i inafter stated. Sxcept as the parties nay from time to time ' by agreement in writing otherwise provide, Glidden will, within ! eacn calendar month, ive 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 .,,.aao-nla will ship the quantities ordered as soon after the receipt ~z suoh orlops severs]ly as the same can be reasonably l.aded -n railway oars. All shipments of dry \u\ its lead si^all os ...mis im i-Ui^n i "barrels ox containers as Anaconda iias customarily used or :^ay an out dor use, and v/nicl* need not, unless ot-ier'-vise hereafter (6) PNrC00001774 I I agreed , oe retu rned to Anaconda. (b) In a-.il u ion t o the ..iiaimu.-. j..` u iaeteeu hundred u iiie 17 tw o (1 991) tons '..'hiol: -iiudeu oolj.g'ibites itself to purcha lie as - -vs. '_ltlen shall .. ave tli- right to ;urchas e and Auac Oil ila shall be under o<: r.igat icn to su.-ply dur to.- any calendar month not to exceed aii audit lo-iial One iron.dred s ixty six (lo6) tons o: odC... A ry ',/nite ....i j0. .. In order o U. u Oil i.J" UX oa Zii e following c.n_it:...-s, to coil _ oiida to make su di auditio aal t suipment Guilae.. ./.ust notify Aaao on da in v/riting as early as 1 tad first day tue moat.*. ..receding that in which it retuires such shipments to be made of the additional quantity that will be repaired by Gladden to be shipped during a designated calen dar month, and the shipment or shipments so required to be ...ade ' under uah notice shall not in any case, without the consent of ; Anaconda, exceed an aggregate of One hundred sixty six (106) tons during any one designated calendar month. A notice by Giidden to Anaconda requiring any additional shipments as per mitted by the terms of this sub-paragraph (b) may specify one or more months in which such additional shipments will be repaired,| but must with respect to each month so designated specify tr.e ! quantity to be shipped in such month. (o) In addition to the obligation of Giidden to purchase a minimum amount of Anaconda dry/wnite lead expressed in sub- paragraph (a) of this icraArapJij/j, Giidden agrees that to tne extent of the ability and willingness of Anaconda to furnish the same, Giidden will purchase and use sucn lead to tne ex clusion of any and all other brands of basic carbonate of lead (except as regards the completion of its existing con-tr-c- .<ii,n national Lead Goropany) in all plants ov/ned or controlle-.. or operated by Giidden which use basic carbonate of lead, -. to ! buy from Anaconda the total requirements of sail S_idden paantS; t (and of plants ov/ned or controlled or operated by 0..iw.ien. of (7) PNyCOC001775 I' basic read carbonate, except of tue plants owned or controlled or operated 1y C-liddan on the Pacific Coast. Anaconda agrees tii'.' t 0 .Lii.de o .cay use basic lead carbonate of Anaconda's Manu facture at Cliaden'3 plants on the Pacifio Coast if Glia&ea from t i:.e to title shall so desire; and the reason for mentioning such Pacific Co.- -t plants of Glidden separately is that their distance frorj An-.-oonda's Manufacturing plant at hast Chioago, Indiana, :.iay involve such expense for freight as to disable Glidden from using Anaconda v/hite lead on the Pacifio Coast in competition v.'ith basic lead carbonate .Manufactured on the Pacific Coast by parties other than Anaoonda. Whenever the requirements of such plants shall exceed the Maximum of white lead which Anaconda obligates itsQlf to. furnish under sub-paragraphs (a) .-.nd (b) of 1 this Paragraph 0i Glidden will in writing advise Anaconda of such additional requirements and Anaconda will promptly in writing I notify Glidden v/hether Anaoonda will furnish the sane or some part thereof. In case of willingness of Anaconda to furnish 1 the whole or .any part of suoh lead Glidden will give appropriate| shipping orders thereforand suchorders will befilled by j Anaconda as in the case ofotherorders given sions of this agreement. under the provi- j 1 , The word "ton" wherever used in tnis contract :.iea..3 Jwo j I thousand (2,COO) pounds. i All deliveries to Glidden of white lead are to be deemed completely effected when the material is loaded upon cars hr j shi -meat to Glidden at any point from which shipment is author ized, and Glidden assumes all risk of damage or loss to the ( shipment after loading and while in transit. i'he freight charges from Anaconda's wor.cn oo ur.,, -- tination to v/nioh Clidded may direct the shipment of white lend shall be borne by Glidden, but Anaconda will allow the freight j to Glidden on shipments to thrf Heath & liiliigan plant or ooner | (8) " W ooO >ooa of Gliddea1 s plants i/i Gh.ica.g'o, Illinois, It is expected however, that Anaconda may desire to make j shipment upon suoii orders from points other than hast Chicago, j it is greed Aa upon -- 1 oraex* i or '.vu te lead iven by j -oaden Anaconda nay 1.* its discretion .sake shipment si the lead ordered either in '..hole or in ..art from hast Chicago or any other point r points --t ..oich Anaconda sxxall at tx.e ti.ie i_ave a stoc - ` of its `.kite le.-i unsold ana available for shipment. i It is furth.r agreed tint Anaconda must 3 hip. upon each 1 orders the arnou.it thereof to the extent that it nay have unsold ! stocks of white lead wherever situated, and that any failure to ship will not be excused merely because it Las not a sufficisnt available supply of lead at hast Chicago. 6. Inasmuch as the price to be paid for white lend by llilden under the provisions of Paragraph 12 has been fixed by the ..art las on the basis of deliveries thereof upon railway cars at hast Chice.eo, it is agreed that if Anaconda shall make shir.m-vot from i iI points other than hast Chicago 1. All freight on such shipments shall in the first inst- ae be paid by Gliaden, but j 2. 7/hen the aggregate amount of freight required to be p-aiij on a shipment or shipments made from a point or points otx.er t.iai. hast Chicago upon any one order for shipment, shall exceed tie amount of freight tiv t Gliddea 'would nave ceea req.uireu to .ay 1 if such order had been filled by shipment from hast Chicago, Anaconda v/ili reimburse Glildeu for such excess of freight charge; but if in any case the aggregate of the freight ci._r.-es uooh shipment of any one order of Hidden (when shinae ..t is in - ..hole or in part made from a point or points other than --ct Chicago) be less i.. amount tha.. Gliddea would i.ave aeen reo.mred^ $' to pay if such order of Clidded La'd been filled at the sa ,e t L..ej by shipment fro.:. Auat.Chicago, the saving in freight c ..a 1es j PNVC00001777 9 t thus resulting shall be credited to and paid Anaconda by 01;dden. iuijusti.'.eut ana payment ox bamnce owing to either oarty by the other on account of freight under the forego inf provisions shall '. 1 :.ade monthly ..t the ti. .9 and place fixed for the Monthly cay- i neat for Is. .1 to be .ale by Hidden inscf -,r as the sane oa.. at th t t i" be aacei't.v. hied. j { 9. I i Anaconda white le -.d is :.>.anufaotured only by A.--con-la a.yi the lead required t. be delivered hereunder must be delivered from A_.ac .nda's present unsold supply of the Manufactured _.roluaf or that to bo produced hereafter at its existing plant in hast Jhicago. .1-'- conda's manufacturing' plant is at present shut down. Its .orv.-ial production when operating efficiently is approximately at the rate of i'ive thousand (5,0CC; tons of white lead annum. oinoe trie amount of ..hite lead whioh Gliaden unccn- I | -itionally agrees to purchase is only Nineteen hundred ninety ' two (1992) tons during the ten of the contract, it is a:.pare..t th; t udiaconaa :iay have a large surplus of v li'.te lead within the tern of the contract, ov er n..d above that which will be re .hired to be delivered on C-lidde.. orders, and that to prevent un undue accumulation on its hands ,,f such white leu* it may fi-- it necessary or advisable to limit its production at itB -plant, or to sell some portion of its whits lead to others than Jdidieu or both to limit saon product ion an. to make ouch solsc to on. u It has been a.... therefore is agreed as follows: hirst: V'he:.evtr ach-o mida's supply of v ..its -so... _vnli able for le .ivery upon bdiddeu orders shall be less th*1 t..e agg-re-ate required to be delivered during any c; tut., upon such orders, plus the amount tuat Anaconda could' lur.er the terms of the contract bo re:..hired to deliver during t,,e ..o'-t sucosedin. a-load :r month, Anaconda must make no sales 1 '-'.itej leal ;o others Gee end: : cr~.1--4.d3n. t. :> At any time when Anaconda 's supply of ....ite (10) PNVCOOOOi778 lead has or s-le - sc far reduced, by deliveries upon C-lidde., o rci >: rs others thr.; Clidde.: that the ou ply renainin.- is no id - lje rs.- .tired bo mans necessary deliveries . .v.rin^ *~e "lien e- --..o.-bb U-xu --11 utx.rveries t-.mf it cou.j.dbe re- ^ rsi . e u:-. .r ti.e ter :s of t'ne contract lu.ri.ii. tie two I . ..occe l. L-, c_ile.. .-.b.r m.n ui.s, Anaconda, must operate its mami-.ctnrt ing plant a -- pro ...co at tne r..te of at least Three hundred [ thirty two (152) toils per nonth of thirty (30) days, so lor,_ -s 1 t.-C supply of i.ite lead available for delivery upon, alilaei.'i Oi'-.-i'- O .CL -- .. be less th_..: the three months' re-, aireifa.ts _n~t i ..b.vo referred to; out this obligation to operate the cla..t, or ! to operate to the extent above provided, is subject to the following centingencies and conditions, to wit: : ! inch engagement shall not be deemed broken in case of any interruption of the operation of such plant, whether complete or partial caused or made reasonably necessary by any strike of .1.,agenda crr.pl-yees ('.. he the r such strike be reasonable or un- i ! reasonable) , or by failure from any cause of railroad trc.usrertatien facilities upon whi oil such operation is customarily deoer.de.,t; nor if such operation be interrupted or prevented by fire; flood; accident; or by damage to or destruction (acci dental or wilful) of plant or property; nor if causes, by any injunction or law/ful restraining' order of any Gourt or by governmental restraint or interference, thetiier federal, ..t. ts or i italic ioal; or inability to obtain sup plies or power i'. r op rati Pxinrd: j^t any ti.ie wxien axiaeonda^s tot...age of -- *..'hite le~d is sufficient in amount for the shipment of all uncancelled Glidden orders then hi effect, auu for ine snip..: ..t of -11 additional orders which Glidden shall he require- to or may . ive under ti.e provisions of sub-paragraphs (a) an ( -.) of ^ Paragraph 7, during the remainder of the term of the contract, An.-.conda may at its election discontinue the operation ,,r -*.e plant either n-rnaneutly or for the remainder of hue ter.:, of ; tiie contract. In case c; a..y disc out inuanoe of oper tion uui.ef (11) I ro-> I ooO o u z a the provision next foregoing Anaconda -/ill not reduce its supply- ox v/hite lead by sale to others than Clidden or otherwise below the tonnage required to ship all orders aforesaid which Hidden j -hall rave jiven, be re.^ aired to, or ho.ve the right to give. anaj ill :.r>.'.:e shipment upon all such orders as under t*.e provisions | ox' this contract reo aired. i'ourth: An-oonda may v.itaout liability as to any is- ! xault discontinue tne operation oi sucii cluct duriu/ tlie unsx-- . ired term of this contract . t any time if from fire or other j j cause the plant or some part thereof, or property used in con- ! neotion therewith and neoessary to the proper operation thereof, | be destroyed or to such an extent darnaged that in the opinion of: the hoard of Directors of Anaconda it would be inexpedient and not in the interest of the company to undertake the recuiliin;- , ; ! replacement or repair of the destroyed or da.aged pro-.erty, . it'd a view to continuing- the operation of the plant during the re mainder of such term, but in any such case Anaconda will promptly notify Clidden of its intention to discontinue such opexaxiin of its plant and Glidden may thereupon at its election either caucqi all previously given and uncaucelled orders for shipment irsrxh.ii as shipment shall not prior to such ti.;e have oee.i /.ade t..ereon,, or Glidden may require Anaconda to ship/ in accordance itr. tne | provisions of this agreement and upon such orders all th-.. an- : sold manufactured unite lead v/nich Anaconda -cay ijave on i--n up: to the amount called for by such orders; or Glidden nay on..cel ; its orders in part and require deliveries from sucn unsold -a-ite lead on hand of any balance of the orders remaining uncanceilei; or Glidden nay require that Anaconda shall continue all such '.vhite lead upon orders theretofore given or t.-ere--..-'t--r be given by Glidden in accordance -..ith the provisions -is agreement, until all such orders shall have been regularly fills- or such supply of v/hite lead ghail be exhausted. s o CO ro o oo o>z Q. 10 All shipping- orders give.-, by Clia.de:. snail specify the calendar month in which such shipments are to be made, and ,.iay s :eoify the tine in tr.e mouth when such shipment is desired. An .ocuda v;il . ship from its available supply of unite lead tie quantity ordered or such part thereof as may be available for rent thereon as promptly as it may be abre to do so; cut it is recognized by the parties that delays in shipment .ay occur with out fault on the art of Anaconda, and it is therefore agreed; 3o lone- as .vsaaofiB.g; quail observe the limitation imocsed aM'4 r by the terms of Paragraph , upon its right to sell white lead to others than Olidden, Anaconda will not be liable in df-rd^es for any delay in any failure to sane any shipment ordered where reasonably unable so to do, and its inability to ma := the ship ment shall arise from any of the following causes, t.. wit: 1. Strides (whether reasonable or unreasonable) of its em ployees . 2. Damage to or destruction of its plant or equipment or some part thereof, or to supplies or material for use in manu facturing or to the manufactured white lead product, whatever the cause or manner of such damage or destruction and whether accidental, negligent or wilful in charaoter. 3. Inability of A-.aconda to obtain the necessary materials an! supplies for use in the manufacture of its white lead from customary or usual sources of supply upon which it nss reason ably depended; but such an inability oaunot to any e:-:te-..t - e predicated upon a mere increase in the cost of sue., ccsro.it ios or lack of funds on the part of Anaconda. 4. Injunction or restraining order of any Court or --veru- mental restraint or interference v...etr.er .-`sderaj., ot.-te or Municipal. 11. / Canoenation of orders whan shipment thereon is delayed. within the period embracing the 5th to tae 10th -ay c; (15) eac.T. calendar .'--Or.tn inclusive, Clidden shall have the ripht "to | cancel at Ita election a::;- order previously given by it requir- j in; a shipne.it to be made ..ithin any previous caleadar month, nso*-.r as Si.ipmeat shall not nave been made th.ereon orior to j i iVin... L.s notice of cancellation; -.7hicu notice must be in. writing an.'. eoignate appropriately t..e particular order intended t_ bo cancelled. Omission in any month to cancel an or:,or v.uen the right to cancel the same shall arise under the fore." o lag .provision v;ill not preclude Hidden from oar. o ell lag the same v/ithiu 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 aforesaib shall contiaue so long as any part thereof nay ce unshipped. lor t_-e purpose of determining the time v.heu payn v.t shall be made and the price to be paid under the provisions of 2-. ragraph 12 all shipments required by the terns of the shipoir.;; orders v;ill be treated as made v? ithin. the month specified on t._o orders if actually shipped on or before the fourth i_, of the succeeding calendar mouth, but ix shipped later t,, .. such late mill be treated as "jelayel shipments" .7ithin ti.e la.. _.e of the ue:;t folio-., ing provision., "relayed shipments" si.-a-l -e treated as made in the mouth in ...ion tno same are ;--. na^ly _...e, and payment on account thereof shall be made on or oef-.re ...e 3Gti. la, of tne ne..t succeed inn calendar month; out one . dice to be paid therefor shall be the price payaoie xor lea.. _..o..-od ii: the month in oh'el such shipme..t snail actual^ os u ..o or the -.onth iao'lm the some mao required to be ship mb b ,o terms of the shippin; order, 'vhichever is lmer. Juri-i' tho term of this contract unless tne 3.. o- o cu c. o..m accu.it earlier be ca..celled Clid-lea must iv-o 1- ...o.. .j* .- 1-s.r month the ohir.in- ori-ers require., to ue _rveu ,, ...o terms of sub-poradri.oh (a) or i-p.ragraph re.--..raiess (Id) PNYC00001782 any shipment naa seen '.aae or oct ..is.de on orders previously iven under iny of the previsions of 2?.ragraph 7; such orders however ho in-- subject oanoellation under the conditions a :a in the ..si.in v above ..revided. .12 .e weight of '..hits le .d to be pail for oiooll be fl.o weight aeter.'.-inei oy unAccno.a at t.ro point of ^hi :me. .c, out- `set to correction for error as below provided. Anaconda's determination ith respect to weight of . leftd shall be aose tei as final unless Cliiden shall -within five {.") days after arrival of the lead at its destination : Anaoenda i.i writing of a ciui,.. of error in weight reported ' It is intended that an/ and all controversies as to weight of lead shipped snail he submitted by the parties to Arbitration Committee of the national "^a hit, Oil and Vaiv.is Association, and the parties will accept and be bound by the decisions of such Committee thereon; but it is agreed that not withstanding such controversy or cont_oversies as may iA.ve aris Clidden will pay upon the 20th day of Jbuch calendar month for all lead shipped under the provisioa^fe this agreement ...pc-., th basis of the weight thereof as determined by Anaconda, unless prior to such date such Arbitration Committee shall have _t..er ..'ise determined; but Clidden shall in all cases be entitle.-, to be refunded the amount cf over-payment if any subsequent lee is: of such Committee shall entitle it thereto. The procedure for Arbitration will be such as is authorized by Paragraph 1.1. Clidden agrees to pay for all unite lead ship^eu t. it by Ana coni* during any o..e calendar mouth on or before ~-.s C day ox the follow in.-. i-iomu at anaconda's oxfioe in China w .r Kov: Yor.-c, as Anaconda .my in writing direct, in funds aurre -t ith the bands of new Ycrh City or Chicago, or with excim. gc added. (15) PNYCOOOQ17B3 A deduction tay oe Made from the amount payable for lead the tt..e a cove stated of the amount (if any) which Anaconda .'.ay at suchn time boe undei- o. igv.tion to pay Oliadeu, under Cue ..- tt* is i -ns of i:aragraaff , on account of freight paid by Clidden, out such deduction shall not e::ceei the amount which Anaconda shall then concede to be owing, aar payment for the lead 3jail ! I net be delayed because of any disagreement as to the amount cay-; able by Anaconda on account of freight. Any claim by C-iidden ! On account of freight paid not conceded by Anaconda will be sub-( mitted 10 the Arbitration Committee as provided in Paragraph 13.j file price to be paid by Clidden for lead shipped under ! this contract shall be determined as follows: Ihe average monthly trice per pound of pig leal at hew ! i York during the calendar month within which any shipment is made] shall be taken as published in i'he lie ginee ring and Minin; ."curnajL of hsv; fork, and such average of such pig lead prices shall be 1 i used as a basis. i'o the average monthly price of pig lead thus)I est..hirshed shall be added a premium of two (2) cents per .cund ` to make the price of dry white lead. hxample: If toe uvtr me monthly price of pig lead be four (4) oents Hidden wrl_ -uy | Anaconda six (6) cents for dry white lead. If the av.r.-e price of pig lead be four and one-half (4-1/2) oents Hidden -.ill pay Anaconda six and one-half (6-1/2) cents per pound for dry ..ite lead. | fhe parties wish to protect each other against 1..3 re- | citrence of such disturbances in easiness conditions -- s --^..e characterised reoent years. Anaconda therefore agrees, t if at the ti.ie of any shipment.made under ti.is contract it- - tun market trice for dry 'white lead shall he lower t,,n.. t .0 price to be computed by the cetiiod established in P:.t*at rut- -2, then Clidden shall only be citarged tor that shipnew ; ..e cfiiu Auaccnda opea oarlcet price. Gliu.ie.-i agrees ix -t (16) CD prcoooo time r, 1thin the ien of tuis contract the general market erice | cz dry white lead is more than a figure arrived at by adding three (2) cents to the averv-ye r.oathly .rice ,;f pig lead at 11:;'.. Vork, then Clilie.. -.vill pay Anaconda three-quarters (c/4) Of such eicceso above three (3) cents, in addition to tr.s premium of two (2) cents above average monthly price of pig lead as proviiei in rare zrayh 12. For the purpose oh ..eteninithe tin-;- v.-hen pay --...t shall be in ie and the y.rioc to bo paid, all shipments, other than such a- are at;,-lea "Delayed shipments" in Paragraph 11, shall be crecte as ...uue in tne calendar n.iitn specified in the order to '..i.La'n such snipi.ient ap-lies if .as.de within such specified calendar month, or within the first four (4) days of the newt succeeding calendar runth. Payment -hall ce made for "Delayed shipments" as in Paragraph 11 provided. 13. Insofar as the parties hereto can lawfully contract ...:i bind themselves, it is agreed that All disputes and centrov-rsies v.iiich nay arise luring the term of tlv; s agreeinent in respect of .erformance or failure to observe and perform the obligations hereof, shall be sue- I Jmitted at the eleotion of eithez- party for determination to cue Arbitration Committee of the notional faint. Oil an. Tarnish A-social ion, which Oo..nit toe is hereby authorised to arbitrate and determine all such controversies, and the parties agree to be bound and abide. by all let err.', inations or decisions ....ich e nohj Comifittee snail make therein. Either part;.- desiring to submit any natter to . volt., -tic a shall notify the other in writing of its intention to so, a..J: in such notice shall state clearly the question or questions or J natters to be arbitrated. oucfh proceedings snail tns res.iter cej had aad uyon such rutioe v.:i . uciasr =ucx*. rules or re./u. lotions or I directions --c the lo./LV.i'utoe shall '. its aiscretion est_ ....ish. J or ive. i | PNYC0C001785 I Got,, ithstand inj trie .'ore'oin- provision it is unread j tii't eith.r party :x-.y at ito election nt Ui:y t ixe apply to a j j Court of _V.iity for any injunction mandatory or prohibitive or j j -.ecu ic ;j%riona..oe or :cr u cancellation of the contract 1 I '-''hen-eve r it id advised t..ot such action is reasonably necessary for tue protection of its r::.hts, 14. i'he "tern of ths contract'' a.r't any equivalent exrress ioIi : v/herever acre in used :.-.e-U.s a period cf one year be ion in; v; ith the first day cf October, Nineteen twenty one and ending with the thirtieth day of iaptember nineteen twenty two. j Phis contract may be extended for an additional period j j of four (4) years frou and after the thirtieth day of Ce_tester I nineteen twenty two, boot only upon the follow inconditions: I anaconda say at its election not if.; OliGden in ..riting at least sixty (60) days before the exoirv-tion of the terra hereof th^.t such ter.a v;ij.,, oe e.-te .den _oi .. ao._ Sauilmi-ii | ! J period, a _u in suon case tne ter... ill oe so extended J..i.-. .ennow consenting to such extension if such notice be Liven. Glidden may at its election notify huaconda at iexc. s j sixty (60) days before th..-ir. tiou of the Jsn of 11.0 con- j tract of its desire to have the term extended for c uh xiiiti-::.atl -ceric-d, and in such case the tern will bo , o extended . .e. - ' .3 Board of Birectors of A^nc-nda shall mithin thirty (io) --ys after r ;ceivin such nwoics fro:.i -hidden oy reso lutiuh -hxana to .'.is coni lane Die 'or.. i :.e. e -.f ...anufe.ee ariny its t- .... ,---- .v Lj .11 i"hin 3'jc 1- -javiod .1 \Lirty (" 0) lays notix,,- : 1: ' sujh \rtt xl it o--.t ix s^or. 3or.. a:.--1_ -J 1l - - --'"I mir.~ to .--is o o/il iiiue o-.viix -a. ^*x-.iue:i x >. a ~ '-"4- txiere ii.j.11 ue nc ioa o- tL.w term; provided -ov'ever --* t | if at -any time within six U) .tenths after the exyir-ti-.n of ti.j term ox tI_io a^ree.isat ...aconda xLi.il o..:ter:.;iiix t-j resume " :.e {11} (QoN0. o o oo u a* ousicec3 o. nanufac -ui'ing suea hits lead for sale at its Hast -.--ica: o it 'ill pr-mytly .,ot if" bli.iden in wr it ing . f the - t-; 'i; .. i-ji- it i.'.te .ds to resume s ;.eh .auufactv.re, and that i-.L - ' o it.. .. iij.de.. on i t:. s conxrnot snail "be revived i.ii'i .ecCi.K o erative xir a period. of four (4) years if liHen ji-iil elect to resume the purchase jf ouch -.;hite lead upo.. the m.iis an., terms ox this .reei.ent. If G-liidea shall v/ithin ti.. (10) lays niter receiving such a notice from the n.jaco..da .to ^ j --o ---i vin^. j.jjacc [.it ci a ues ire to resume purci-.. ses .... o.. sue;, terns the ,-n-tiea l.oreto v.-ili execute an agree :.e..t sub stantially in the terns of this agreement to become operative upou a .i.-te to be fitted by agreement, but not more than sixty ( CO) Inyo aft r the date of the resumption of manufacture; ex cept the-1 such agreement shall nut contain the provision in this iree lsut found for the extension of the term of the con tract, nor a..y provision for the extension thereof, unless the arties shall otherwise mutually agree.. 15. huacor.da agrees treat the nite lead it supplier to hj.iu.den small alx/ays so .x its uest stan-ir. rd rrccis .n- o ".a_ in vuality to that -..hi oh ilidden -.as regularly receive! from ., .con prior to the maxing of this contract. 16. hi! orders for ahi_..ieut ^.f lead shall be in ".vritin ; --1 all such orders as -.veil as all notices required or _ emi".: _>i o; be . iven by either ..arty in mritinr nay be given by nil .. .y te iegraph or may be otherwise actually delivered to t-............ oy entitled to receive the same, previ led, that if orders ' a 'von by il for the shipment of lead under the provisions -.i --- 'paragraph (a) of Paragraph 8, the same must be mailed no . --ter than the 25th day ox ti:. calendar month; and if notice of (19) PNYC00001767 cancellation of any order for shipment of lead be given by Hidden by .'.ail such notice "fill be effective as to Anaconda only upon recei t of the sa ;e by it. it the tiroe telegraphing' any order or .litice the party sealing the telegram -.vill at cnee mail a confirnat ion thereof, but the party receiving the telegran rill be justified in actin- in a^oordanoe '.vith its terms as received, before receiving t..e letter of confirmation. j All mail an.. texOrn...o to *mac onda '.vilu. oe auureosel to it at its orxoce -t oo or.,.i<.;du', ..ev; iorn Oity, iiiii603 anu j ! until otherwise directed by Anaconda, and all nail an', telegreasj to Hidden v;ill be addressed to it at its office in Cbaveland, ! Ohio, unless and until otherwise directed by it. _ '.'.'hen not j sent by mail or telegraph, all orders and notices -.vill be de- j livered to the parties respectively at their respective addresses I above given. j H; v;ijSi2SS ..hUbEOi'', the parties hereto have caused thi s Agreement to be executed in their corporate names by their respective Presidents or Vice-Presidents, and their cooperate seals to be hereto affixed, attested by their respective ,,ecrs taries or Assistant Secretaries, as of the A- 3^-JL day of September, 1921. 1 i A -: \ . nx . its president. P^C O O O O l78a