EXHIBIT 10.19
AMENDMENT
This Amendment is made as of December 15, 1999, by and between UNIVERSAL
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STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (hereinafter
"Universal") and XXXXXX METALS TECHNOLOGY, INC., A Xxxxxxxxx Company (hereafter
"Xxxxxx Metals").
WHEREAS, Universal and Xxxxxx Metals entered into an Agreement dated
January 1, 1999, for Universal's sale of, and Xxxxxx Metals' purchase of,
billets for use in Xxxxxx Metals' rolling and finishing operations; and
WHEREAS, said Agreement's initial eighteen (18) months term will expire on
June 30, 2000; and
WHEREAS, the parties wish to extend the initial term of said Agreement for
an additional twelve (12) months.
THEREFORE, In consideration of the mutual covenants contained herein and
intending to be legally bound hereby, the parities agree to amend Section 7
"TERM" of the Agreement in its entirety to read as follows:
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7. TERM. The term of this Agreement shall commence on the date hereof
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and continue for a period of thirty (30) months. This Agreement will
automatically renew each month with the placement of each separate
order placed by Xxxxxx Metals unless and until notice not to renew is
given in writing by either party.
Notwithstanding the foregoing this Agreement is cancelable at any time
after the expiration of the initial thirty (30) month period upon the
provision of 90 days prior written notice by either party. Either
party may terminate the Agreement at any time in the event that the
other party materially breaches its obligations as stated in this
Agreement.
Either Party may terminate immediately upon the other Party declaring
insolvency or bankruptcy.
All other terms and conditions of the original Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the day and year first above written.
UNIVERSAL STAINLESS & XXXXXX METALS TECHNOLOGY, INC.
ALLOY PRODUCTS, INC.
By: /s/ X.X. XxXxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Title: President & CEO Title: Vice President - Materials
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Date: December 3, 1999 Date: December 15, 1999
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Universal Stainless & Alloy Products Sales Agreement
This AGREEMENT is made and entered into as of the FIRST day of JANUARY 1999, by
and between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation
(hereinafter "Universal") and XXXXXX METALS TECHNOLOGY, a Carpenter Company
(hereinafter "Xxxxxx Metals").
WITNESSETH:
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WHEREAS, Xxxxxx Metals desires to insure a supply of billets for use in its
rolling and finishing operations; and
WHEREAS, Universal desires to sell billets and allocate a portion of its monthly
capacity to manufacture billets on a continuing basis;
NOW, THEREFORE, Universal and Xxxxxx Metals the ("Parties" or separately
"Party"), intending to be legally bound, in consideration of the premises and
the mutual covenants and agreements contained herein, agree as follows:
1. BILLET QUANTITIES During the term of this Agreement, Universal shall
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sell to Xxxxxx Metals and Xxxxxx Metals shall purchase from Universal,
stainless steel billets (hereinafter the "Billets") in an aggregate
quantity, of no less than three million (3,000,000) pounds and no more
than six million (6,000,000) pounds per month. On an annual basis
Xxxxxx Metals purchases from Universal will average three million five
hundred thousand pounds (3,500,000) pounds per month.
2. RESERVED CAPACITY Universal will set aside such capacity as necessary
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to produce the billet quantities as ordered during the first week in
any month for a shipment in the subsequent month, according to the
terms of this Agreement. Xxxxxx Metals will give as much advanced
notice as possible if the order quantity will vary significantly from
month to month. Reserved capacity is based on heat-lot quantities. If
product is rejected by Universal during processing, the order will be
considered complete based on the shipped weight.
3. BILLET SIZES AND SPECIFICATIONS The Billets shall be provided by
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Universal in the sizes and grades requested by Xxxxxx Metals' purchase
orders and "Stainless grades" regularly produced by Universal and
requested in accordance with the specifications set forth by Xxxxxx
Metals and previously approved by Universal. The Billets shall be
square, with rounded corners, in thickness of four and one-half (4.5")
to eight (8") inches by ten (10") inches, and shall be delivered in
such lengths as Xxxxxx Metals shall specify in its monthly purchase
orders, but in no event shorter than twenty-two feet (22') or longer
than forty feet (40').
Universal represents and warrants to Xxxxxx Metals that the Billets
delivered by Universal pursuant to this Agreement have been produced
in accordance with good mill practice with respect to dimensions,
weight, straightness,
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section, composition and mechanical properties and has been inspected
to assure Billets will meet all applicable standard industry
specifications and all of the specifications set forth in this
Agreement and Xxxxxx Metals purchase orders.
4. BILLET PRICES Pricing will be based on Universal's offering to Xxxxxx
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metals dated 5/28/98 and 6/1/98. Exhibit "A" of this Agreement.
Monthly adjustments to that offering will be made to address market
changes in key raw material prices per existing formulas.
Any price changes, outside established formulas to adjust for raw
material price fluctuation, must be negotiated in good faith and
agreed to in writing by both parties prior to implementation and be
consistent with market conditions and price changes then common in the
industry.
5. BILLET ORDER; DELIVERY
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(a) Xxxxxx Metals will place orders in heat lot quantities specifying
grade, billet size, and requested delivery on their standard
purchase order form. Orders will be acknowledged by Universal on
their standard acknowledgement form.
(b) The parties acknowledge that this Agreement has been entered into
with the intention that Universal shall retain the capacity
needed to supply Xxxxxx Metals with its desired quantity of
Billets. Universal must report all material changes in their
plans, forecast, etc. for manufacturing Billets to Xxxxxx Metals
as soon as such plans are known. Xxxxxx Metals will advise
Universal of any change to monthly purchases or changes in usage
by grade as soon as such information is available.
(c) The prices and delivery for Billets ordered outside of the first
week of any calendar month shall be as agreed upon by the parties
at the time of order placement.
(d) The Billet prices in all cases shall be exclusive of freight and
insurance, the payment of which shall be solely Xxxxxx Metals'
responsibility.
Billets are purchased F.O.B. Bridgeville, PA and Xxxxxx Metals
accepts all risk of loss at that time. It is recognized that
Billets are not accepted by Xxxxxx Metals until they have arrived
at Xxxxxx metals and have been inspected to determine
acceptability under quality standards specified in this
Agreement.
(e) Xxxxxx Metals guarantees the minimum order quantity of three
million pounds (3,000,000) of Billet each month during the term
of this Agreement.
(f) Xxxxxx Metals purchase orders are placed upon the condition that
Universal shall not assign it or any interest therein, including
any payment due or to become due with respect thereto, and any
assignment or any attempt to assign shall be void without Xxxxxx
Metals prior written consent and that Xxxxxx Metals shall be
entitled at all times, to setoff any
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undisputed amounts owing from Universal to Xxxxxx against any
amount due or owing Universal with respect to this order.
6. PAYMENT. Xxxxxx Metals will pay to Universal the full invoiced amount
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within forty-five (45) days of delivery of material.
7. TERM. The term of this Agreement shall commence on the date hereof and
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continue for a period of eighteen (18) months. This Agreement will
automatically renew each month with the placement of each separate
order placed by Xxxxxx Metals unless and until notice not to renew is
given in writing by either party.
Notwithstanding the foregoing Agreement is cancelable at any time
after the expiration of the initial eighteen-month period upon the
provision of 90 days prior written notice by either party. Either
party may terminate the Agreement at any time in the event that the
other party materially breaches its obligations as stated in this
Agreement.
Either Party may terminate immediately upon the other Party declaring
insolvency or bankruptcy.
8. FORCE MAJEURE. Both parties will make a good faith effort to perform
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hereunder. Neither party, however, shall be liable for delay in
performance or for failure to render any performance under this
Agreement (and without in any way limiting the generality of the
foregoing, any such delay or failure shall be excused) when such delay
or failure is caused by governmental regulations (whether or not
valid, fire, strike, war, flood, accident, epidemic, embargo,
appropriation of plant or product, in whole or in part by Federal or
State authority and any other cause or causes, whether of like or
different nature, beyond the reasonable control of such party;
provided, however that notwithstanding any provisions herein to the
contrary, Xxxxxx Metals shall be entitled, in any such event, to
purchase its required amounts in whole or in part from other vendors
and, if necessary, to reduce its obligations hereunder in order to
contract for such other supply requirements at such times that
Universal cannot meet the supply requirements. Once events change
allowing Universal to again supply Xxxxxx Metals, Xxxxxx Metals must
do so in accordance with the terms and conditions set forth in this
Agreement. Each party shall promptly notify the other of the
occurrence (and the likelihoods of the occurrence) of any such event
or condition and shall keep the other party fully informed of all
relevant information. In the event Xxxxxx Metals purchases billets
from another source under circumstances where Universal cannot or does
supply the same, such purchases shall be counted for purposes of the
purchase requirements and restriction set forth in this Agreement.
9. SUCCESSOR AND ASSIGNS. This Agreement shall be binding on and inure to
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the benefit of the parties hereto and their respective successors and
assigns.
10. GOVERNING LAW. This Agreement and the rights and obligations of the
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parties hereunder shall be governed by and construed in accordance
with the laws of Pennsylvania
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11. CONFIDENTIALITY; DISCLOSURE. The parties hereby agree that they will
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direct, and will use their best efforts to cause their directors,
officers, employees, advisors and representatives of their advisors
(collectively, the "Permitted Persons") to use the information in this
Agreement solely for the purpose of evaluating and/or affecting the
purchase and sale of Billets and that such information will be kept
confidential by the parties and their Permitted Persons (it being
understood and agreed that the efforts used to keep such request for
information confidential shall not be less than the efforts currently
used to keep non-public information about themselves confidential);
provided, however, that any disclosure of such information may be made
to which both parties consent in writing prior to the disclosure of
such request. Notwithstanding the foregoing, either party hereto will
be permitted to make disclosures required by law.
The parties also hereby agree that all designs, drawings, patterns or
customer chemistries provided by or on behalf of Xxxxxx Metals to
Universal or information or material regarding or relating to Xxxxxx
Metals' customers shall be deemed "Confidential Information" of Xxxxxx
Metals whether or not such information is marked confidential.
12. ENTIRE AGREEMENT; NO ORAL MODIFICATION. This Agreement represents the
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entire agreement of the parties with respect to the subject matter
hereof, and all prior agreements, whether oral or written, are revoked
and superseded by this Agreement. No representation, warranty,
inducement or oral agreements have been made or relied upon by either
party except as expressly stated herein. This Agreement may not be
changed, modified, altered or amended in any way except in writing
signed by both parties. Any attempt at oral modification shall be void
and of no force or effect.
13. HEADINGS; CONSTRUCTION. The Articles and Section headings contained in
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this Agreement are for reference purposes only and will not affect in
any way the meaning or interpretation of this Agreement. Unless the
context clearly otherwise requires, the words "hereby", "hereof",
"herein", "hereto", "hereunder", and "hereinafter" and any similar
term used in this Agreement refers to this Agreement as a whole and
not merely the subsection or section in which such terms are used.
14. COUNTERPARTS. This Agreement may be executed in counterparts, each of
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which shall be deemed an original, but both of which shall be deemed
one and the same Agreement.
15. SEVERABILITY. The parties agree that should any part or portion of
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this Agreement be found to be unenforceable, that the remainder of
this Agreement be enforced, to the extent that it is legal and
practicable to do so.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
Universal Stainless & Alloy Products Xxxxxx Metals Technology,
Inc., a Delaware Corporation A Carpenter Company
By: /s/ X.X. XxXxxxxx By: /s/ Xxxxx Xxxxxxxx
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Its: President & CEO Its: Vice President - Materials
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Xxxxxxxxx Technology Corporation
By: /s/ Xxxxxx XxXxxxx
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Its: President Xxxxxx Metals
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May 28, 1998 EXHIBIT A
TO: Xxxxx Xxxxxxxx
Xxxxxx Metals
FROM: Xxx XxXxxxxx
Stainless billet prices for JULY delivery.
PRICE SELLING
GRADE % NICKEL BASE CURRENT DEDUCT PRICE
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155-00 4.5% 1.159 1.062 0.100 0.962
17-4 4.2% 0.740 0.650 0.050 0.600
203EZ 6.0% 0.778 0.649 0.050 0.599
302 8.5% 0.768 0.585 0.050 0.535
302-02 9.0% 0.796 0.603 0.050 0.553
302-03 9.7% 0.885 0.677 0.050 0.627
302-04 8.5% 0.776 0.593 0.050 0.543
302-05 8.5% 0.787 0.604 0.050 0.554
303 8.5% 0.778 0.595 0.050 0.545
304 8.5% 0.768 0.585 0.050 0.535
304-02 8.5% 0.783 0.600 0.050 0.550
304-03 9.0% 0.798 0.605 0.050 0.555
304-04 9.2% 0.816 0.618 0.050 0.568
304-05 8.7% 0.828 0.641 0.050 0.591
304L 8.5% 0.778 0.595 0.050 0.545
304L3+CAL 8.7% 0.800 0.613 0.050 0.563
305 11.1% 0.970 0.731 0.050 0.681
316 10.5% 0.920 0.694 0.020 0.674
316L 10.5% 0.930 0.704 0.020 0.684
316L3+CAL 10.7% 0.950 0.720 0.020 0.700
321 9.5% 0.979 0.775 0.050 0.725
347 9.5% 1.069 0.865 0.050 0.815
409-00 0.0% 0.415 0.415 0.000 0.415
409-01 0.0% 0.420 0.420 0.000 0.420
409-02 0.0% 0.425 0.425 0.000 0.425
410 0.0% 0.420 0.420 0.000 0.420
416-00 0.0% 0.425 0.425 0.025 0.400
416-01 0.0% 0.450 0.450 0.025 0.425
416-02 0.0% 0.450 0.450 0.025 0.425
416-03 0.0% 0.450 0.450 0.025 0.425
Above prices are based on previous 20 day average Nickel price of $2.316/lb.
June 1, 1998 EXHIBIT A
TO: Xxxxx Xxxxxxxx
Xxxxxx Metals
FROM: Xxx XxXxxxxx
SUBJECT: Wire rod grade pricing for July delivery
GRADE % NICKEL BASE CURRENT
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302-01 8.15% 0.735 .577/lb
302-06 8.25% 0.745 0.585
302-07 8.15% 0.719 0.567
302-08 8.50% 0.739 0.565
304-01 9.20% 0.777 0.589
304-06 10.00% 0.795 0.585
304-07 8.50% 0.755 0.581
304L1 9.20% 0.766 0.576
304L2 10.10% 0.810 0.612
316-01 11.00% 0.905 0.671
316L1 12.00% 0.935 0.700
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