EXHIBIT 10(d)
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ISP TECHNOLOGIES Inc.
Hwy 146 & Attwater Ave. XX Xxx 0000 Xxxxx Xxxx Xx 00000-0000 (000) 000 0000
December 20, 2005
United-Guardian, Inc.
000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx X. Globus, Esq., President
Gentlemen:
This letter agreement when accepted and agreed to by United-Guardian,
Inc. ("UGI") and ISP Technologies Inc. ("ISP") shall constitute an amendment to
the Exclusive Distributor Agreement between UGI and ISP dated July 5, 2000, as
amended December 16, 2002, pursuant to which ISP acts as UGI's (i) exclusive
distributor in certain markets and territories and (ii) non-exclusive
distributor for certain other markets and territories, for certain of UGI's
specialty chemical products (collectively, the "Agreement"), as more
particularly set forth therein.
In consideration of the premises set forth herein, and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, UGI and ISP hereby agree to amend the Agreement as follows.
1. Section 3.1 of the Agreement is hereby deleted in its entirety and the
following substituted:
3.1 Unless earlier terminated or extended as provided herein, the term
of this Agreement shall be deemed to have commenced as of January 1,
2000 and shall continue through and including December 31, 2008.
2. Section 3.2 of the Agreement is hereby deleted in its entirety and the
following substituted:
3.2 If ISP purchases at least 2,160,000 pounds of PRODUCTS from UGI
during calendar year 2007, the term of the Agreement will be extended
through and including December 31, 2010. Regardless of whether ISP meets
the aforementioned purchase target for calendar year 2007, if ISP
purchases at least 2,430,000 pounds of PRODUCTS from UGI during calendar
year 2008, the term of the Agreement will be extended through and
including December 31, 2010. UGI shall provide ISP with copies of UGI's
records with respect to ISP's purchases of PRODUCTS and such records
shall be used by the parties to determine whether ISP has met the
aforementioned purchases targets. Such records shall be provided to ISP
within 30 days of the end of each calendar quarter and shall include all
such purchases for that calendar quarter.
3. Section 3.3 of the Agreement is hereby deleted in its entirety.
4. Section 4.1(a) of the Agreement is hereby deleted in its entirety and
the following substituted:
(a) UGI shall have the right to increase the price of a PRODUCT in any
calendar year but such increase shall not exceed five percent (5%) of
the price last in effect hereunder for that PRODUCT at the end of the
previous calendar year unless UGI had not raised prices for that PRODUCT
in that previous calendar year (or longer), in which case the price
increase shall not exceed eight percent (8%) of the price last in effect
hereunder for that PRODUCT. Notwithstanding the foregoing, in no event
shall the cumulative price increases for a PRODUCT in (i) the three (3)
year period ending December 31, 2008 exceed twelve percent (12%) of the
price in effect hereunder for that PRODUCT as of December 31, 2005, or
(ii) the five (5) year period ending December 31, 2010 exceed twenty
percent (20%) of the price in effect hereunder for that PRODUCT as of
December 31, 2005 (if the Agreement is extended for an additional two
(2) years as provided in Section 3.2). The parties will discuss in
advance and take into consideration market conditions prior to the time
any price increase is scheduled to take effect, but this will not affect
UGI's unilateral right to implement the price increase specified herein.
This Section 4.1(a) is subject to any additional price increases that
may be implemented by UGI in accordance with Section 4.1(b). In the
event UGI does implement a price increase for any PRODUCT it shall give
ISP at least sixty (60) days prior written notice of the same. All
prices are FOB Hauppauge, New York.
5. Section 4.1(c) of the Agreement is hereby deleted in its entirety and
the following substituted:
(c) Any price increase may be instituted only once each calendar year.
Increased prices shall apply with respect to PRODUCT ordered after the
effective date of any such increase.
This amendment shall be deemed effective as of the date of this letter
agreement.
Except as specifically amended hereby, the Agreement shall remain in full
force and effect, and the letter agreements between the parties dated November
24, 2003 and December 24, 2004 shall be of no further force or effect.
Please confirm UGI's acceptance of, and agreement to be bound by, the
foregoing by signing below where indicated and return one duplicate original of
this letter agreement to the undersigned.
Yours very truly,
ISP Technologies Inc.
By: s/s Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
ACCEPTED AND AGREED TO:
UNITED-GUARDIAN, INC.
By: s/s Xxx Xxxxxx
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Name: Xxxxxxx X. Globus
Title: President
