EXHIBIT 10.2
RAW MATERIALS SUPPLY AGREEMENT
BETWEEN
WHEELING-PITTSBURGH STEEL CORPORATION
AND
OHIO COATINGS COMPANY
RAW MATERIALS SUPPLY AGREEMENT
AGREEMENT dated as of the 25th day of March 1994, between
WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware corporation ("WPSC"), ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and OHIO COATINGS COMPANY, an Ohio
corporation ("OCC"), Yorkville, Ohio.
W I T N E S S E T H:
WHEREAS, WPSC is a producer of Cold Rolled and Black Plate steel products
(hereinafter defined and referred to as Raw Materials); and
WHEREAS, OCC is a Tin Mill producer contemplating production from its
future plant (Plant) to be located in Belmont County, Ohio; and
WHEREAS, OCC's Plant will require substantial quantities of Raw Materials
to support its future production of Tin Mill products; and
WHEREAS, OCC desires to procure all of its Raw Materials requirements from
WPSC.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the meanings set forth below or as set forth in the Section listed opposite such
term:
1.1 Cold Rolled -- Cold Rolled shall mean the products currently produced
by WPSC within the general specified parameters in Exhibit A.
1.2 Black Plate - Black Plate shall mean the products currently produced by
WPSC within the general specified parameters in Exhibit B.
1.3 Tin Mill Products - The products manufactured by OCC within the ranges
specified in Exhibit C.
1.4 "Force Majeure" - as set forth in Section 7.
1.5 "Processing" - as set forth in Section 1.6.
1.6 "Purchase Price" - as set forth in Section 4.
1.7 "Raw Materials" - (1) black plate and cold rolled steel sheets in coil.
1.8 "OCC Plant" - the facility for tin plating steel products which OCC
proposed to construct and operate in Martins Ferry, Belmont County, Ohio.
2.10 Commercial in Service Date - the date on which OCC first produces
commercially acceptable Tin Mill Products for a Customer.
2. Supply of Raw Materials.
2.1 Except as provided in Sections 2.2, WPSC agrees to supply and sell to
OCC, and OCC agrees to purchase from WPSC, OCC's requirements for Raw Materials
up to 230,000 net tons in any calendar year.
2.2 If WPSC, whether or not due to Force Majeure, fails or would in OCC's
reasonable judgment be unable (a) to supply Raw Materials in accordance with the
quality and other specifications therefor furnished
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by OCC, (b) to deliver Raw Materials in accordance with the delivery schedule
therefor, or (c) to supply Raw Materials which OCC requires, or if WPSC and OCC
after negotiation, fail to agree at least 45 days prior to the first day of a
calendar quarter on the Purchase Price for any Raw Materials to be supplied by
WPSC to OCC during such quarter, then OCC may, in its discretion and as its sole
remedy, purchase such Raw Materials from persons other than WPSC.
3. Orders for Raw Materials: OCC shall furnish to WPSC detailed orders for
Raw Materials to be purchased pursuant to this Agreement. Such orders may
include sizes, quantities and other specifications of Raw Materials.
4. Pricing of Raw Materials: The parties shall endeavor to determine, not
less than 45 days prior to the first day of each calendar quarter, the Purchase
Price for any Raw Materials to be supplied by WPSC to OCC during such quarter
(the "Purchase Price"). The Purchase Price shall be determined by the parties by
negotiation based upon prevailing market pricing for black plate and cold rolled
products.
Prevailing market prices of black plate and cold rolled products shall
be determined quarterly by negotiations between OCC and WPSC on the basis of (1)
invoices submitted by WPSC for such products sold in the preceding quarter to
larger customers with discount (the most favored nation treatment) and (2)
quoted prices for comparable quantities and specifications by other domestic and
foreign ▇▇▇▇▇.
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5. Scheduling Delivery of Raw Materials. WPSC and OCC shall use their best
efforts to cause Raw Materials supplied pursuant to this Agreement to be
delivered on a "just-in-time" basis.
6. Quality of Raw Materials.
6.1 OCC shall provide to WPSC specifications for Raw Materials. Exhibits A
and B set forth the quality parameters to be attained by products delivered
pursuant to this Agreement. OCC may request modification, amendment or revision
of its Quality Specs upon sixty (60) days prior written notice to WPSC.
6.2 Raw Materials supplied by WPSC pursuant to this Agreement shall conform
to the quality specifications furnished by OCC and the standard terms of sale
then in effect with WPSC. WPSC's prevailing terms of sale are incorporated
herein and attached as Exhibit D.
7. Force Majeure. Neither WPSC nor OCC shall be liable to the other for any
loss or damage caused by its failure to perform its obligations under this
Agreement as a result of (a) acts of God, (b) strikes, labor troubles, or other
industrial disturbances, (c) inevitable accidents, (d) declared or undeclared
war, insurrections or riots, (e) embargoes or blockades, (f) governmental
restrictions or (g) any other cause beyond the control of the parties (any such
event referred to as "Force Majeure"); provided, however, that if WPSC fails or
would in OCC's reasonable judgment be unable to perform its obligations under
this
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Agreement as a result of any of the foregoing, then, during the continuation of
such event and for a reasonable time thereafter, OCC may purchase Raw Materials
from other persons as provided in Section 2.2. WPSC and OCC shall consult
promptly and in good faith with the object of minimizing the adverse effects of
such event.
8. Term. This Agreement shall become effective upon the Commercial in
Service date of OCC's Plant and shall expire upon the 15th anniversary of the
Commercial in Service date of the OCC Plant; provided, however, that OCC may, by
written notice to WPSC, terminate this Agreement if at any time WPC owns less
than 33% of the common stock of OCC.
9. Notices. All communications under this Agreement shall be given by any
method that is customary in the industry to the parties at their respective
addresses set forth below:
OCC: P. O. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WPSC: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10. No Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party hereto; provided, however, that
if a party hereto shall merge into or consolidate with another corporation, no
such consent shall be required for an assignment by such party to such surviving
corporation in connection with such merger or consolidation.
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11. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings between them, relating to the subject matter of this
Agreement.
12. Arbitration. Except for controversies or claims which may arise out of
or after, relate to, or are first raised after termination of this Agreement
(whether pursuant to Section 8 or otherwise), all controversies or claims
between the parties which may arise out of or relate to this Agreement, or any
alleged modification or breach hereof, shall be settled by arbitration conducted
at the offices of OCC pursuant to the rules of the American Arbitration
Association, and judgment upon the aware rendered by the arbitrators may be
entered in any court having jurisdiction thereof.
13. Amendments. This Agreement may not be amended except by an instrument
in writing signed by the party against whom enforcement of such amendment is
sought.
14. Exclusive Remedy. The remedies provided herein are exclusive and in
lieu of any and all other remedies. Except as expressly provided in the WPSC
standard terms of sale prevailing at the time an order is placed by OCC pursuant
to this Agreement there are no other warranties expressed or implied. Warranties
of merchantability or Fitness for a Particular Purpose are expressly disclaimed.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
WHEELING-PITTSBURGH STEEL CORPORATION
By: [signature illegible]
OHIO COATINGS COMPANY
By: [signature illegible]
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