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AMENDED EQUIPMENT OPTION AND PURCHASE AGREEMENT
THIS AMENDED AGREEMENT is made this 22 day of November, 1996 between
Carborundum Corporation, a Delaware corporation with principal offices at
Crows Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 ("Licensor") and New Castle
Refractories Company, a division of Xxxxx Ticonderoga Company, a Delaware
corporation with principal offices at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx,
Xxxxxxxxxxxx 00000 ("Licensee").
FACTS
Licensor and Licensee previously entered into an Equipment Option and
Purchase Agreement, dated August 23, 1996, which they now wish to amend and
supersede as set forth below.
Pursuant to a License and Technological Assistance Agreement (the "License
Agreement") dated November 22, 1996, Licensor has granted a license to Licensee
with respect to silicon carbide refractory brick technology.
Licensee wishes to have the option to purchase certain equipment from
Licensor used in the manufacture of silicon carbide refractory bricks, and
Licensor is willing to grant an option to purchase such equipment.
AGREEMENT
In consideration of the License Agreement and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties agree as
follows:
1. Licensor grants to Licensee an option (the "Option") to purchase any
one or all of the items of equipment listed on EXHIBIT A (the "Equipment")
for the purchase price set forth on EXHIBIT A (the "Purchase Price"). The
Option is exercisable at any time or times on or after the Effective Date of
this Agreement (defined below) and on or before 5:00 p.m. Eastern Time on the
fifth anniversary of the Effective Date. The Option may be exercised at
separate times with respect to each item of Equipment.
2. The Option may be exercised by written notice, which must provide a
date (not less than ninety days nor more than one hundred eighty days from
the date of delivery of the notice to Licensor) for removal of the Equipment
so purchased from Licensor's facilities.
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3. Licensor represents and warrants that the Equipment is operable and
in good condition, ordinary wear and tear excepted. Licensor covenants to
maintain the equipment in good condition in accordance with its customary
maintenance practices. However, Licensor will not be required to continue to
maintain the equipment during the term of this Agreement if Licensor, in its
sole discretion, determines that it has become economically unfeasible to do
so. Licensee will have the right to inspect the Equipment prior to
exercising the Option. Licensor will not be responsible for maintaining any
item of Equipment once the Option has been exercised with respect to that
item. The Equipment will be sold "as is, where is" to Licensee at
Licensee's risk.
THE LICENSOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE EQUIPMENT.
4. If the Option is exercised, the item or items of Equipment so
purchased will be made available to Licensee at Licensor's place of business in
Keasbey, New Jersey, and delivery will be F.O.B. Licensor's place of business.
Licensee will be solely responsible for disassembling, moving and reassembling
such Equipment. Licensee will provide Licensor with a certificate of
insurance with respect to all personnel utilized or employed for the purpose
of disassembling and moving such Equipment as follows:
(a) Workmen's Compensation and employer's Liability Insurance,
including Occupational Disease, covering all personnel
(aa) Employer's Liability (Coverage B on Workmen's Compensation
Policy) $100,000 minimum for each accident or disease.
(b) Comprehensive General Liability Insurance (endorsed to include
Contractual Liability coverage)
(bb) Minimum Limits of Liability:
Bodily Injury Liability: $250,000 each occurrence
500,000 aggregate
Property Damage Liability: $100,000 each occurrence
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(c) Automobile Liability Insurance
(cc) Minimum Limits of Liability:
Bodily Injury: $100,000 each person
300,000 each person
Property Damage: $200,000 each accident
Licensee will keep such insurance coverage in effect at all times
during the disassembling, moving and reassembling of such Equipment.
5. Licensee will pay the Purchase Price for the Equipment so purchased
within thirty days of the date such Equipment is shipped to Licensee or within
two hundred ten days after the giving of written notice as provided in Section
2, whichever comes first. Payment will be made in United States dollars at the
office of Licensor set forth at the beginning of this Agreement or at such
other place as Licensor may direct. Licensor will retain a purchase money
security interest in the Equipment so purchased until Licensee has paid for
such Equipment in accordance with the terms of this Agreement, and Licensee
agrees to execute such further documents, including UCC-1 Financing
Statements, as are necessary to perfect Licensor's security interest in such
Equipment.
6. Licensee may not assign this Agreement or all or any part of its
rights under this Agreement to any other person, firm or corporation without
the prior written consent of Licensor, which will not be unreasonably withheld
by Licensor with respect to an assignment by Licensee to any wholly owned
subsidiary of Licensee.
7. Any notice or other communication to either party to this Agreement
required or permitted under this Agreement will be in writing and will be sent
by registered air mail, return receipt requested, postage prepaid, addressed to
the address of such party set forth at the beginning of this Agreement or to
such changed address as such party shall have communicated to the other.
Any such notice or communication will be deemed to have been served when
delivered or, if delivery is not accepted by reason of the fault of the
addressee, when tendered.
8. All disputes arising in connection with this Agreement will be
finally settled by mediation held and conducted in Worcester, Massachusetts
in accordance with the rules of the American Arbitration Association.
Judgment to enforce the agreement reached may be entered in any court having
jurisdiction, or application may be made to such court for a judicial
acceptance of the award and an order of enforcement, as the case may be. In
interpreting the provisions of this agreement, the mediators will apply
the law of the Commonwealth of Massachusetts.
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9 This Agreement may be executed in several counterparts an each such
counterpart shall be deemed an original of this agreement.
10. This agreement will be effective (the "Effective Date") when the
License Agreement becomes effective in accordance with its terms. If the
License Agreement does not become effective in accordance with its terms, then
this Agreement will be null and void.
IN WITNESS WHEREOF, Licensor and Licensee have caused this agreement to be
duly executed on the date first above written.
LICENSOR:
Carborundum Corporation
By: /s/ Xxxxxx X. Xxxxxx
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LICENSEE:
New Castle Refractories Company,
A Division of Xxxxx Ticonderoga
By: /s/ Xxxx X. Xxxx
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EXHIBIT A
(Pages 1 - 4 attached)
Item Purchase Price
---- --------------
Xxxxxxxx Press, 1000 Ton $25,000
Xxxxxxx Xxxx Kiln, 360 Cubic Foot $75,000
Maxibrator, Carborundum Custom Design $25,000
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EXHIBIT A
(Page 1 of 4)
The Xxxxxxxx Machine Company
Specifications
1000-Ton Press - Double Compession
HYDRAULIC PRESS
Press Specifications:
Press Tonnage: 1,000 tons infinitely adjustable to 100-ton minimum
Power Requirements: 150 Horsepower and 10 Horsepower
Press Weight: 65,000 lbs. - 70,000 lbs. plus hydraulic unit.
Top Ram - Approach and return: 600 inches per minute
Top Ram - Max. pressing speed: 30 inches per minute-infinitely adjustable
Bottom Ram-Max. pressing speed 30 inches per minute-infinitely adjustable
Maximum Hydraulic Pressure to reach 1,000 tons - 3,767 pounds per sq in.
Hydraulic Power Unit:
With safety and "clean oil" controls as follows:
a. "Oversize" air breather.
b. Temperature switch pre-set to 145 degrees F. Will prevent press
from operating if temperature exceeds normal operating temperature
(110-120 degrees F).
c. High pressure relief valve pre-set to prevent hydraulic pressure over
normal maximum pressure.
d. Ten micron "full" flow filters and three micron filter for continuous
clean oil. Filters will have indicators for internal element change.
e. Water cooler with thermostatic control for control of oil temperature.
f. Provisions to add water heater if required.
g. Low level oil and temperature indicator.
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EXHIBIT A (Page 2 of 4)
Hydraulic Press
Page 2
Mechanical "Wear" Protection:
a. Case hardened alloy steel columns.
b. "Polypak" piston seals and wipers.
c. Flexible boots for lower ram - column area, die rods and ram pistons.
d. Split bronze bushings and wiper seals for rams - column area.
Safety Features:
a. Two hand anti-tie down cycle start buttons.
b. Mechanical latch type safety bar for ram.
c. Photohead or equivalent electrical interlock
(at operator position, front of press).
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EXHIBIT A (Page 3 of 4)
XXXXXXX KILN
- Xxxxxxx Model 2500 Iso - Jet Carbell Kiln
- The kiln is equipped with two (2) kiln cars with nominal setting
dimensions of 72" wide X 144" long X 60" high each. Total kiln
volume is 360 cubic feet.
- Maximum firing temperature of PCE Cone 30 is reached with eight (8)
dual fuel Iso - Jet burners (type 3.5 BPN-1000) having a total BTU
input rating of 6.0 million BTU per hour.
- Fuel is natural gas and propane vapor alternate, with natural
gas rated at 1000 BTU per cubic foot.
- Electrical hookup is 440 volt, 3-phase, 60-cycle for power and 110
volt, 1-phase, 60-cycle for control.
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EXHIBIT A (Page 4 of 4)
MAXIBRATOR
Maxibratr is an electromechanical vibratory compacting machine used for
making relatively complicated shapes. It is also a machine of choice when a
small quantity of a shape is to be made since there is no machine/mold setup
involved.
The basic machine consists of two (2) invicta type electromechanical vibrators
fixed to a lower platen. The electromechanical vibrators deliver the
compaction energy to the mold through the lower platen. The vibrator/platen
assembly is located from the main machime base by Metalastic vibration
isolators. The upper platen with two (2) 5" bore X 24" stroke air cylinders
provide the clamping force needed to hold the mold against the lower platen.
A noise enclosure surrounds the machine. The enclosure has a walk in access
for maintenance and air cylinder powered doors to pass for mold access.
