1
[logo] EXHIBIT 10.30
MRG (ZAMBIA) LIMITED
PO Box N10677, IBM Building, West Bay Street, Nassau, Bahamas
--------------------------------------------------------------------------------
COBALT CONCENTRATES SALES CONTRACT NO: S-98518
Tuesday, 20 October 1998
BETWEEN
MRG (ZAMBIA) LIMITED, PO Box N10677, IBM Building, West Bay Street, Nassau,
Bahamas (hereinafter called Seller) and OM Group, Inc. 00 Xxxxxx Xxxxxx, 0000
Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-000, XXX (hereinafter called Buyer)
WHEREAS
Seller has purchased Nchanga grade cobalt concentrates from Zambian Consolidated
Copper Mines Limited (ZCCM) and Seller wishes to sell these concentrates for
treatment over a period of time,
And
Buyer is willing to purchase and pre-pay the cobalt concentrates under the terms
and conditions stipulated as below:
DEFINITIONS
Contract -shall mean this document
Concentrates -shall mean Nchanga cobalt concentrates produced at and
originating from ZCCM Concentrator in Nchanga
DMT -Dry metric tonne
WMT -Wet metric tonne
Pound -shall mean 16 ounces avoirdupois
Metric Tonne -shall mean 2,204.62 Pounds or 1,000 kilograms
Dollar or ($) -shall refer to United States Dollars, the lawful currency of
The United States of America
All weights shall be plus/minus 5% in Seller's option
ARTICLE 1: MATERIAL
Concentrates containing an average of
**
ARTICLE 2: QUANTITY:
A minimum quantity of 600 metric tonnes of cobalt contained in
concentrates ["the Minimum Quantity"] in four Lots as follows:
Lot A: 150 metric tonnes of cobalt contained in concentrates
Lot B: 150 metric tonnes of cobalt contained in concentrates
Lot C: 150 metric tonnes of cobalt contained in concentrates
Lot D: 150 metric tonnes of cobalt contained in concentrates
and a maximum quantity of 1350 metric tonnes of cobalt contained in
concentrates in Seller's option.
In the event Seller delivers a quantity of cobalt contained in
concentrates in excess of the Minimum Quantity ("the Excess
Quantity") under this Contract then the Lots will be as follows:
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 1 of 6
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OM Group, Inc. Tuesday, 20 October 1998
Sales Contract S-98518 Page 2 of 6
Excess Quantity (metric tonnes of LOT
Cobalt contained in concentrates)
--------------------------------- ---
0 up to 150 E
151 up to 300 F
301 up to 450 G
451 up to 600 H
601 up to 750 I
ARTICLE 3: COUNTRY OF ORIGIN
Republic of Zambia
ARTICLE 4: PACKING
in bulk
ARTICLE 5: DELIVERY
DDU Durban, South Africa by train. Seller undertakes that all the
Concentrates shall arrive in Durban by latest 28th February 1999
(of which a cumulative minimum of 300 metric tonnes of cobalt
contained in concentrates shall arrive by latest 30th November 1998
and a cumulative minimum of 600 metric tonnes shall arrive by
latest 31st January 1999). All delivery dates are subject to the
availability of rail wagons and the performance of the railway
companies responsible for the movement of the concentrates from
Zambia to Durban.
A Load Port Surveyor, appointed by the Seller at Seller's cost,
shall sample the concentrates, determine the moisture and carry out
a draught weight survey of the material on loading on the ocean
vessel. The Load Port Surveyor to be at Seller's choice either Xxxx
Xxxxxxx International Corporation BV; X X Xxxxxx International
Limited or Laboratory Services International B.V. or by any other
mutually agreed third party.
ARTICLE 6: PAYABLE METALS
** of the final assayed cobalt content established as per the
procedures in Article 14 below is payable
** of the final assayed copper content established as per the
procedures in Article 14 below is payable
ARTICLE 7: PRICES
Cobalt Price:
Payable Cobalt price is ** of the base price
of Cobalt.
The base price of Cobalt is ** of the 99.3% Low Cobalt
quotation published by London Metal Bulletin over the month of the
quotation period ("QP")
Copper Price:
Payable Copper price is ** of the base price of Copper.
The base price of Copper is ** of the LME Copper cash
price published by London Metal Bulletin over the month of the
quotation period ("QP")
The minimum revenue due to the Seller under this contract shall be:
I) For the minimum Quantity: A total of **; and
II) For the Excess Quantity: an amount calculated in accordance
with the following formula:
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 2 of 6
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OM Group, Inc. Tuesday, 20 October 1998
Sales Contract S-98518 Page 3 of 6
Metric tonnes of cobalt contained in concentrates x ** per each
metric tonne of cobalt contained in concentrates = Minimum Revenue
for the Excess Quantity
[Example: If the Excess Quantity = 588.88 metric tonnes, then the
Minimum Revenue for the Excess Quantity shall be 588.88 x **]
ARTICLE 8: QUANTITY PER LOT
Buyer commits to finalise the price for the concentrates as
follows:
LOT Quantity (metric tonnes of Quotation Period ("QP") for
Cobalt contained in concentrates) Copper and for Cobalt
---- --------------------------------- ---------------------
A 150 December 1998
B 150 January 1999
C 150 February 1999
D 150 March 1999
E For up to 150MT of the Excess Quantity April 1999
F For the next up to 150MT of the Excess Quantity May 1999
G For the next up to 150MT of the Excess Quantity June 1999
H For the next up to 150MT of the Excess Quantity July 1999
I For the next up to 150MT of the Excess Quantity August 1999
Both parties acknowledge that the Seller has the right to exercise
the "Liquidation" of this contract as per Article 11 below which
would alter the terms of this Article.
ARTICLE 9: QUOTATION PERIOD (QP)
The quotation period for payable cobalt and copper for:
LOT Quantity (metric tonnes of Cobalt Quotation Period ("QP") for
contained in concentrates) Copper and for Cobalt
---- -------------------------- ---------------------
A 150 December 1998
B 150 January 1999
C 150 February 1999
D 150 March 1999
E For up to 150MT of the Excess Quantity April 1999
F For the next up to 150MT of the Excess Quantity May 1999
G For the next up to 150MT of the Excess Quantity June 1999
H For the next up to 150MT of the Excess Quantity July 1999
I For the next up to 150MT of the Excess Quantity August 1999
Both parties acknowledge that the Seller has the right to exercise
the "Liquidation" of this contract as per Article 11 below which
would alter the terms of this Article.
ARTICLE 10: PAYMENT
Up front payment
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 3 of 6
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OM Group, Inc. Tuesday, 20 October 1998
Sales Contract S-98518 Page 4 of 6
Buyer will make a provisional payment to a maximum of ** at the
rate of ** for each one (1) metric tonne of cobalt contained
(scale pro-rata) in the concentrates delivered DDU Durban, South
Africa immediately against presentation of the following documents
and upon arrival of the concentrates by train in Durban:
(a) In Seller's option either Railway Consignment Note endorsed to
Buyer; or Delivery order;
(b) Seller's Provisional Commercial Invoice
(c) Seller's Certificate of Provisional Weight and Provisional
Assay (which will be based on figures established either by
ZCCM or by an independent surveyor in Seller's option).
FINAL PAYMENT
The Seller will issue the final invoice for each Lot when the
weight, analysis and final prices are known. For each Lot a portion
of the up front, provisional payment, will be deducted from the
final invoice calculated using the following formula:
Quantity of Lot being finalised X Total $ amount of Upfront Provisional payment
-------------------------------
Total quantity of delivered material
ARTICLE 11: LIQUIDATION
Xxxxx and Xxxxxx have agreed that Seller has the sole right, by
giving written notice to Buyer, to price the full quantity shipped
but not yet finally priced, in which case Buyer will pay the
remaining open balance at once based on the terms of this contract
with the exception that:
a) the quotational period shall be the month of the Seller's
written notice; and
b) the base prices for cobalt and copper shall be discounted
by **.
ARTICLE 12: PAYMENT TERMS
The final payments will be made by telegraphic transfer as follows:
Lot A: for value 15th January 1999;
Lot B: for value 15th February 1999;
Lot C: for value 15th March 1999;
Lot D: for value 15th April 1999;
Lot E: (if applicable) for value 14th May 1999;
Lot F: (if applicable) for value 15th June 1999;
Lot G: (if applicable) for value 15th July 1999;
Lot H: (if applicable) for value 13th August 1999;
Lot I: (if applicable) for value 15th September 1999;
ARTICLE 13: WEIGHING, SAMPLING AND MOISTURE DETERMINATION
Weighing and sampling is to be done for each shipment on arrival to
Kokkola, Finland. Each shipment is to be divided for such purposes
into 500 WMT lots. Weighing, sampling and moisture determination to
be performed at Buyer's expense. The Seller will be represented at
their own cost by either Xxxx Xxxxxxx International Corporation BV;
X X Xxxxxx International Limited or Laboratory Services
International B.V. ("The Independent Surveyor") in Seller's option.
The weight less the moisture (Net Dry Weight) established during
this operation at Kokkola, as certified by the Independent
Surveyor, shall be the final settlement weight.
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 4 of 6
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OM Group, Inc. Tuesday, 20 October 1998
Sales Contract S-98518 Page 5 of 6
ARTICLE 14: ASSAYS
The pre-shipment Seller's Certificate of Provisional Assay shall be
final for all purposes under this contract except that the Cobalt
and Copper content for calculation of the final invoice value for
settlement purposes shall be determined by assay exchange as
follows:
The sample shall be split into 4 portions. One for each party, one
for umpire, one for reserve. The umpire sample and reserve sample
shall be sealed by Buyer and by the Independent Surveyor and shall
be stored at the Independent Surveyor's laboratory.
The assays shall be made independently by Seller and Xxxxx and the
results shall be exchanged by crossing mail on 30th calendar date
after completion of sampling (as evidenced by the date of the
Independent Surveyor's sampling report). Xxxxx and Seller may
mutually agree on an earlier date for exchange.
Should the difference between Xxxxx's and Seller's results be not
more than
0.20% for CO
0.20% for CU
the arithmetic mean of the results shall be taken as the agreed
assay for the purposes of final payment. In case of greater
difference, the officially sealed umpire samples may be refereed to
an umpire laboratory at the request of either party. The umpire
laboratory shall be as follows:
a) In the event that Xxxx Xxxxxxx International BV represents Buyer
for weighing, sampling and moisture determination as per Article 13
above then the Umpire shall be X X Xxxxxx International Limited;
b) In the event that XX Xxxxxx represents Buyer for weighing,
sampling and moisture determination as per Article 13 above then
the Umpire shall be Laboratory Services International BV;
c) In the event that Laboratory Services International BV
represents Buyer for weighing, sampling and moisture determination
as per Article 13 above then the Umpire shall be Xxxx Xxxxxxx
International BV;
In the case of umpire the final assay shall be the average of the
umpire assay and the one being nearest to it.
The cost for the umpire shall be borne by the party whose result is
farthest from the umpire, but should the umpire's result be the
exact mean of the two then the cost shall be borne equally by the
two parties.
ARTICLE 15: DELIVERY ADDRESS
Durban, South Africa
ARTICLE 16: FORWARDING AGENT IN DURBAN
Rennies at:
Bluff Mechanical Appliance
PO Box 21273
Bluff 4036
Durban
South Africa.
Page 5 of 6
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OM Group, Inc. Tuesday, 20 October 1998
Sales Contract S-98518 Page 6 of 6
ARTICLE 17: SHIPPING MARKS
All shipping documents are to shown the following marks: OMG
Kokkola Chemicals, Oy No.........
ARTICLE 18: LOSS IN TRANSIT TO DURBAN AND/OR KOKKOLA
Buyer acknowledges that the Seller is delivering material which is
produced in Zambia and is subject to risks of theft, loss or damage
in transit from Zambia to Durban. In the event that material is
stolen, or is lost or damaged in transit Buyer agrees that Seller
shall not have the obligation to provide substitute material and
that such quantities may be deleted from this contract without
penalty. In event that Xxxxxx claims for relief under this Article
Xxxxxx agrees to provide Buyer with written evidence of any losses
in transit (such as Insurance Loss Reports).
In the event that material is stolen, or is lost or damaged in
transit from DDU Durban to Kokkola Buyer shall pay to Seller **
of the Seller's Provisional Invoice value in final settlement.
ARTICLE 19: APPLICABLE LAW
This contract will be governed and construed in accordance with
English laws. This contract constitutes the entire agreement
between the parties pertaining to the subject matter contained
herein.
ARTICLE 20: NOTICES
All notices, requests for information, complaint and other
communication which is required or may be given under this contract
shall be in writing delivered personally or sent by registered
mail, or telefax at the following addresses or to other such
address as a party may notify the other party in writing.
ARTICLE 21: AMENDMENTS
This contract may not be amended verbally. All proposals made by
Xxxxx or Seller to amend this contract must be in writing, and all
replies to any such proposals must be in writing. Any and all
amendment(s) to this contract, if any, will only become effective,
legally binding and considered part of the entire agreement once
they are signed by authorized representatives of both MRG (ZAMBIA)
Limited and OM Group, Inc.
In witness hereof the parties have caused this Contract to be executed by their
duty authorised representatives
SIGNED:
-------------------------
/s/ Xxxx X. Xxxxxxxxx
------------------------------------------
MRG(ZAMBIA) Limited, Authorised signatory.
SIGNED:
-------------------------
/s/ Xxxxxx Xxx
-------------------------
OM Group, Inc, Authorised signatory
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 6 of 6
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[logo]
MRG (ZAMBIA) LIMITED
PO Box N10677, IBM Building, West Bay Street, Nassau, Bahamas
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COBALT CONCENTRATES SALES CONTRACT NO: S-98518
Amendment No. 1
Thursday, 22 October 1998
IN ACCORDANCE WITH ARTICLE 21. OF SALES CONTRACT NO. S-98518 THIS AMENDMENT
SHALL ONLY BECOME EFFECTIVE, LEGALLY BINDING AND CONSIDERED PART OF THE ENTIRE
AGREEMENT ONCE IT IS SIGNED BY AUTHORISED REPRESENTATIVES OF BOTH MRG (ZAMBIA)
LIMITED AND OM GROUP, INC.
MRG (ZAMBIA) LIMITED, PO Box N10677, IBM Building, West Bay Street, Nassau,
Bahamas (hereinafter called Seller) and OM Group, Inc. 00 Xxxxxx Xxxxxx,
0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-000, XXX (hereinafter called Buyer)
have agreed to amend Articles 2, 5, 7, 8, 9, 10, 12 and 19 of the above
referenced sales contract to read as follows:
ARTICLE 2: QUANTITY:
A minimum quantity of 900 metric tonnes of cobalt contained in
concentrates ["the Minimum Quantity"] in six Lots as follows:
Lot A: 150 metric tonnes of cobalt contained in concentrates
Lot B: 150 metric tonnes of cobalt contained in concentrates
Lot C: 150 metric tonnes of cobalt contained in concentrates
Lot D: 150 metric tonnes of cobalt contained in concentrates
Lot E: 150 metric tonnes of cobalt contained in concentrates
Lot F: 150 metric tonnes of cobalt contained in concentrates
and a maximum quantity of 1800 metric tonnes of cobalt contained in
concentrates in Seller's option.
In the event Seller delivers a quantity of cobalt contained in
concentrates in excess of the Minimum Quantity ("the Excess
Quantity") under this Contract then the Lots will be as follows:
Excess Quantity (metric tonnes of LOTS
Cobalt contained in concentrates)
--------------------------------- -----
0 up to 150 G
151 up to 300 H
301 up to 450 I
451 up to 600 J
601 up to 750 K
751 up to 900 L
ARTICLE 5: DELIVERY
DDU Durban, South Africa by train. Seller undertakes that all the
Concentrates shall arrive in Durban by latest 30th April 1999 (of
which a cumulative minimum of 300 metric tonnes of cobalt contained
in
Page 1 of 4
8
OM Group, Inc. Thursday, 22 October 1998
Sales Contract S-98518 Page 2 of 4
Amendment No. 1
concentrates shall arrive by latest 30th November 1998, a
cumulative minimum of 600 metric tonnes shall arrive by latest 31st
January 1999 and a cumulative minimum of 900 metric tonnes shall
arrive by latest 28th February 1999). All delivery dates are
subject to the availability or rail wagons and the performance of
the railway companies responsible for the movement of the
concentrates from Zambia to Durban.
A Load Port Surveyor, appointed by the Seller at Seller's cost,
shall sample the concentrates, determine the moisture and carry out
a draught weight survey of the material on loading on the ocean
vessel. The Load Port Surveyor to be at Seller's choice either Xxxx
Xxxxxxx International B.V.; X X Xxxxxx International Limited or
Laboratory Services International B.V. or by any other mutually
agreed third party.
ARTICLE 7: PRICES
Cobalt Price:
Payable Cobalt price is ** of the base price of Cobalt.
The base price of Cobalt is ** of the 99.3% Low Cobalt quotation
published by London Metal Bulletin over the month of the quotation
period ("QP")
Copper Price:
Payable Copper price is ** of the base price of Copper.
The base price of Copper is ** of the LME Copper cash
price published by London Metal Bulletin over the month of the
quotation period ("QP")
The minimum revenue due to the Seller under this contract shall be:
I) For the Minimum Quantity: A total of **; and
II) For the Excess Quantity: an amount calculated in accordance
with the following formula:
Metric tonnes of cobalt contained in concentrates x **
per each metric tonne of cobalt contained in
concentrates = Minimum Revenue for the Excess Quantity
[Example: If the Excess Quantity = 588.88 metric tonnes, then
the Minimum Revenue for the Excess Quantity shall be 588.88
x **]
ARTICLE 8: QUANTITY PER LOT
Buyer commits to finalise the price for the concentrates as
follows:
LOT Quantity (metric tonnes of Cobalt Quotation Period ("QP") for
contained in concentrates) Copper and for Cobalt
---- -------------------------- ---------------------
A 150 December 1998
B 150 January 1999
C 150 February 1999
D 150 March 1999
E 150 April 1999
F 150 May 1999
G For up to 150MT of the Excess Quantity June 1999
H For the next up to 150MT of the Excess Quantity July 1999
I For the next up to 150MT of the Excess Quantity August 1999
J For the next up to 150MT of the Excess Quantity September 1999
K For the next up to 150MT of the Excess Quantity October 1999
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 2 of 4
9
OM Group, Inc.
Sales Contract S-98518 Thursday, 22 October 1998
Amendment No.1 Page 3 of 4
L For the next up to 150 MT of the Excess Quantity November 1999
- ------------------------------------------------ -------------
Both parties acknowledge that the Seller has the right to exercise the
"Liquidation" of this contract as per Article 11 below which would alter
the terms of this Article.
ARTICLE 9: QUOTATION PERIOD (QP)
The quotation period payable cobalt and copper for:
LOT Quantity (metric tonnes of Cobalt contained Quotation Period ("QP") for
--- in concentrates) Copper and for Cobalt
---------------- ---------------------
A 150 December 1998
B 150 January 1999
C 150 February 1999
D 150 March 1999
E 150 April 1999
F 150 May 1999
G For up to 150MT of the Excess Quantity June 1999
H For the next up to 150 MT of the Excess Quantity July 1999
I For the next up to 150 MT of the Excess Quantity August 1999
J For the next up to 150 MT of the Excess Quantity September 1999
K For the next up to 150 MT of the Excess Quantity October 1999
L For the next up to 150 MT of the Excess Quantity November 1999
Both parties acknowledge that the Seller has the right to exercise the
"Liquidation" of this contract as per Article 11 below which would alter
the terms of this Article.
ARTICLE 10 PAYMENT
Up front payment
Buyer will make a provisional payment to a maximum of ** at the rate
of ** for each one (1) metric tonne of cobalt contained (scale
pro-rata) in the concentrates delivered DDU Durban, South Africa
immediately against presentation of the following documents and upon
arrival of the concentrates by train in Durban:
(a) In Seller's option either Railway Consignment Note endorsed to
Buyer; or Delivery order;
(b) Seller's Provisional Commercial Invoice
(c) Seller's Certificate of Provisional Weight and Provisional Assay
(which will be based on figures established either by ZCCM or by an
independent surveyor in Seller's option).
Final payment
The Seller will issue the final invoice for each Lot when the weight,
analysis and final prices are known. For each Lot a portion of the up
front, provisional payment, will be deducted from the final invoice
calculated using the following formula:
Quantity of Lot being finalised X Total $ amount of the Up front Provisional
------------------------------- payment
Total quantity of delivered material
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 3 of 4
10
OM Group, Inc.
Sales Contract S-98518 Thursday, 22 October 1998
Amendment No.1 Page 4 of 4
ARTICLE 12: PAYMENT TERMS
The final payments will be made by telegraphic transfer as follows:
Lot A: for value 15th January 1999;
Lot B: for value 15th February 1999;
Lot C: for value 15th March 1999;
Lot D: for value 15th April 1999;
Lot E: for value 14th May 1999;
Lot F: for value 15th June 1999;
Lot G: (if applicable) for value 15th July 1999;
Lot H: (if applicable) for value 13th August 1999;
Lot I: (if applicable) for value 15th September 1999;
Lot J: (if applicable) for value 15th October 1999;
Lot K: (if applicable) for value 15th November 1999;
Lot L: (if applicable) for value 15th December 1999;
ARTICLE 19 APPLICABLE LAW
This contract will be governed and construed in accordance with
English laws. This contract as amended in Amendment No. 1 dated
22nd October 1998 constitutes the entire agreement between the
parties pertaining to the subject matter contained herein.
1 OTHER ARTICLES IN SALES CONTRACT S-98518 DATED 20th OCTOBER 1998 REMAIN
- UNCHANGED.
In witness hereof the parties have caused this Amendment No. 1 to be executed by
their duly authorised representatives.
SIGNED:
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------
--------------------------------------
MRG (ZAMBIA) Limited, Authorised signatory.
SIGNED:
/s/ Xxxxxx Xxx
--------------------------------------
--------------------------------------
OM Group, Inc, Authorised signatory
11
(LOGO)
MRG (ZAMBIA) LIMITED
PO Box N10677, IBM Building, West Bay Street, Nassau, Bahamas
--------------------------------------------------------------------------------
COBALT CONCENTRATES SALES CONTRACT NO. S-98518
Amendment No. 2
Friday 6th November 1998
--------------------------------------------------------------------------------
IN ACCORDANCE WITH ARTICLE 21. OF SALES CONTRACT NO: S-98518 THIS AMENDMENT
SHALL ONLY BECOME EFFECTIVE, LEGALLY BINDING AND CONSIDERED PART OF THE ENTIRE
AGREEMENT ONCE IT IS SIGNED BY AUTHORISED REPRESENTATIVES OF BOTH MRG (ZAMBIA)
LIMITED AND OM GROUP, INC.
--------------------------------------------------------------------------------
MRG (ZAMBIA) LIMITED, PO Box N10677, IBM Building, West Bay Street, Nassau,
Bahamas (hereinafter called Seller) and OM Group, Inc., 00 Xxxxxx Xxxxxx, 0000
Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-000, XXX (hereinafter called Buyer) have
agreed to amend Articles 2, 5, 7, 8, 9, 10, 12 and 19 of the above referenced
sales contract to read as follows:
ARTICLE 2: QUANTITY:
A minimum quantity of 1500 metric tonnes of cobalt contained in
concentrates ("the Minimum Quantity") in ten Lots as follows:
Lot A: 150 metric tonnes of cobalt contained in concentrates
Lot B: 150 metric tonnes of cobalt contained in concentrates
Lot C: 150 metric tonnes of cobalt contained in concentrates
Lot D: 150 metric tonnes of cobalt contained in concentrates
Lot E: 150 metric tonnes of cobalt contained in concentrates
Lot F: 150 metric tonnes of cobalt contained in concentrates
Lot G: 150 metric tonnes of cobalt contained in concentrates
Lot H: 150 metric tonnes of cobalt contained in concentrates
Lot I: 150 metric tonnes of cobalt contained in concentrates
Lot J: 150 metric tonnes of cobalt contained in concentrates
and a maximum quantity of 2560 metric tonnes of cobalt contained
in concentrates in Seller's option.
In the event Seller delivers a quantity of cobalt contained in
excess of the Minimum Quantity ("the Excess Quantity") under this
Contract then the Lots will be as follows:
Excess Quantity
(metric tonnes of Cobalt contained in concentrates) LOT
-----------------------------------------------------------------
0 up to 150 K
151 up to 300 L
301 up to 490 M
491 up to 680 N
681 up to 870 O
871 up to 1060 P
-----------------------------------------------------------------
ARTICLE 5: DELIVERY
DDU Durban, South Africa by train. Seller undertakes that all the
Concentrates shall arrive in Durban by latest 30th April 1999
(of which a cumulative minimum of 300 metric tonnes of cobalt
contained in
Page 1 of 5
12
OM Group, Inc.
Sales Contract S-98518 Friday 6th November 1998
Amendment No. 2 Page 2 of 5
concentrates shall arrive by latest 30th November 1998, a cumulative
minimum of 750 metric tonnes shall arrive by latest 31st January 1999 and a
cumulative minimum of 1250 metric tonnes shall arrive by latest 28th
February 1999). All delivery dates are subject to the availability of rail
wagons and the performance of the railway companies responsible for the
movement of the concentrates from Zambia to Durban.
A Load Proter Surveyor, appointed by the Seller at the Seller's cost, shall
sample the concentrates, determine the moisture and carry out a draught
weight survey of the material on loading on the ocean vessel. The Load Port
Surveyor to be at Seller's choice either Xxxx Xxxxxxx International
Corporation BV; X X Xxxxxx International Limited or Laboratory Services
International B.V. or by any Other mutually agreed third party.
ARTICLE 7: PRICES
Cobalt Price:
Payable Cobalt price is ** of the base price of Cobalt.
The base price of Cobalt is ** of the 99.3% LMB Cobalt quotation
published by London Metal Bulletin over the month of the
quotation period ("QP")
Copper Price:
Payable Copper price is ** of the base price of Copper.
The base price of Copper is ** of the LMB Copper cash price
published by London Metal Bulletin over the month of the
quotation period ("QP")
The Minimum Revenue due to the Seller under this contract shall
be:-
I) For the Minimum Quantity: A total of **; and
II) For the quantity covered by Lot K and Lot L: an amount
calculated in accordance with the following formula:
Metric tonnes of cobalt contained in concentrates x **
per each metric tonne of cobalt contained in
concentrates = Minimum Revenue for the quantity covered
by Lot K and Lot L.
III) For the quantity covered by Lot M, Lot N, Lot O and Lot P:
an amount calculated in accordance with the following
formula:
Metric Tonnes of cobalt contained in concentrates x **
per each metric tonne of cobalt contained in
concentrates = Minimum Revenue for the quantity covered
by Lot M, Lot N, Lot O and Lot P
(Example: If the Excess Quantity = 588.88 metric tonnes,
then the Minimum Revenue for the Excess Quantity shall be **
calculated as follows:
- quantity I covered for Lot K and Lot L is 300 Mt.
therefore Minimum Revenue for these Lots shall be 300 x
**; and
- quantity covered for Lot M (190 Mt.) and Lot N
(98.88 Mt.) is 288.88 Mt. therefore Minimum revenue for
these Lots shall be 288.88 x **
ARTICLE 8: QUANTITY PER LOT
Buyer commits to finalise the price for the concentrates as
follows:
LOT Quantity (metric tonnes of Cobalt contained Quotation Period
in concentrates) ("QP") for
Copper and Cobalt
--------------------------------------------------------------------------------
A 150 December 1998
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 2 of 5
13
OM Group, Inc.
Sales Contract S-98518 Friday 6th November 1998
Amendment No. 2 Page 3 of 6
B 150 January 1999
C 150 February 1999
D 150 March 1999
E 150 April 1999
F 150 May 1999
G 150 June 1999
H 150 July 1999
I 150 August 1999
J 150 September 1999
K For the next up to 150 MT of the Excess Quantity October 1999
L For the next up to 150 MT of the Excess Quantity November 1999
M For the next up to 150 MT of the Excess Quantity June 1999
N For the next up to 150 MT of the Excess Quantity July 1999
O For the next up to 150 MT of the Excess Quantity August 1999
P For the next up to 150 MT of the Excess Quantity September 1999
--------------------------------------------------------------------------------
Both parties acknowledge that the Seller has the right to
exercise the "Liquidation" of this contract as per Article 11
below which would alter the terms of this Article.
Article 9: Quotation Period (QP)
The quotation period for payable cobalt and copper for:-
LOT Quantity (metric tonnes of Cobalt contained Quotation Period ("QP") for
in concentrates) Copper and Cobalt
----------------------------------------------------------------------------------------
A 150 December 1998
B 150 January 1999
C 150 February 1999
D 150 March 1999
E 150 April 1999
F 150 May 1999
G 150 June 1999
H 150 July 1999
I 150 August 1999
J 150 September 1999
K For the next up to 150 MT of the Excess Quantity October 1999
L For the next up to 150 MT of the Excess Quantity November 1999
M For the next up to 150 MT of the Excess Quantity June 1999
N For the next up to 150 MT of the Excess Quantity July 1999
O For the next up to 150 MT of the Excess Quantity August 1999
P For the next up to 150 MT of the Excess Quantity September 1999
--------------------------------------------------------------------------------
Both parties acknowledge that the Seller has the right to exercise
the "Liquidation" of this contract as per Article 11 below which would
alter the terms of this Article.
Article 10 Payment
Up front payment
Page 3 of 5
14
OM Group, Inc.
Sales Contract S-98518 Friday 6th November 1998
Amendment No. 2 Page 4 of 5
Buyer will make a provisional payment immediately against presentation
of the following documents and upon arrival of the concentrates by
train in Durban at the rate of:-
a) For the quantity delivered against Lot A- Lot L (inclusive):
** for each one (1) metric tonne of cobalt contained (scale
pro-rata) in the concentrates delivered DDU Durban, South
Africa:
b) For the quantity delivered against Lot M - Lot P (inclusive):
** for each one (1) metric tonne of cobalt contained (scale
pro-rata) in the concentrates delivered DDU Durban, South
Africa.
Documents to include:
a) In Seller's option either Railway Consignment Note endorsed to
Buyer; or Delivery order;
b) Seller's Provisional Commercial Invoice
c) Seller's Certificate of Provisional Weight and Provisional
Assay (which will be based on figures established either by
ZCCM or by an independent surveyor in Seller's option).
Final Payment
The Seller will issue the final invoice for each Lot when the weight,
analysis and final prices are known. For each Lot a portion of the up
front, provisional payment, will be deducted from the final invoice
calculated using the following formula:
Quantity of Lot being finalised X Total $ amount of Up front Provisional payment
---------------------------------
Total quantity of delivered material
ARTICLE 12: PAYMENT TERMS
The final payments will be made by telegraphic transfer as follows:
Lot A: for value 15th January 1999;
Lot B: for value 15th February 1999;
Lot C: for value 15th March 1999;
Lot D: for value 15th April 1999;
Lot E: for value 14th May 1999;
Lot F: for value 15th June 1999;
Lot G: for value 15th July 1999;
Lot H: for value 13th August 1999;
Lot I: for value 15th September 1999;
Lot J: for value 15th October 1999;
Lot K: (if applicable) for value 15th November 1999;
Lot L: (if applicable) for value 15th December 1999;
Lot M: (if applicable) for value 15th July 1999;
Lot N: (if applicable) for value 13th August 1999;
Lot O: (if applicable) for value 15th September 1999;
Lot P: (if applicable) for value 15th October 1999;
** Confidential treatment has been requested with respect to certain
information contained within this document. Confidential portions are omitted
and filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities and Exchange Act of 1934.
Page 4 of 5
15
OM Group, Inc.
Sales Contract S-98518 Friday 6th November 1998
Amendment No. 2 Page 5 of 5
Article 19 Applicable law
This contract will be governed and construed in accordance with
English laws. This contract as amended, Amendment No. 1 dated
22nd October 1998 and Amendment No. 2 dated 4th November 1998,
constitutes the entire agreement between the parties pertaining
to the subject matter contained herein.
ALL OTHER TERMS AND CONDITIONS IN SALES CONTRACT S-98518 DATED 20th OCTOBER 1998
REMAIN UNCHANGED.
I witness hereof the parties have caused this Amendment No. 2 to be executed by
their duly authorised representatives
SIGNED:
---------------------------------
/s/ Xxxx X. Xxxxxxxxx
---------------------------------
MRG (ZAMBIA) Limited, Authorised signatory.
SIGNED:
/s/ Xxxxxx Xxx
---------------------------------
OM Group, Inc., Authorised signatory
Page 5 of 5
