TERMINATION AGREEMENT
AGREEMENT made as of 31 March 1999 by and between United States Antimony
Corporation, a corporation organized under the laws of the State of Montana,
with its principal office at 0000 Xxxxxxxx Xxxxx Xxxx, XX Xxx 000, Xxxxxxxx
Xxxxx, Xxxxxxx 00000 (hereinafter referred to as USAC) and Pressure Vessel
Services, Inc., a corporation organized under the laws of the State of
California with its an office at 00000 Xxx Xxxxxx Xxxx, Xxxxx Xx Xxxxxxx,
Xxxxxxxxxx 00000 and Basic Chemical Solutions, L.L.C., a limited liability
company organized under the laws of the State of New Jersey, with an office at
0 Xxxxx Xxxx Xxxx, Xxxxxxxxxxx, XX 00000 (hereinafter collectively referred to
as PVS).
WHEREAS, PVS purchased a PROCESSING AGREEMENT (Schedule 1) and a
INVENTORY AND SALES AGREEMENT (Schedule 2), hereinafter referred to
collectively as the Agreements, from HoltraChem, Inc., a Massachusetts
Corporation (hereinafter referred to as HC) on or about 28 September 1998.
WHEREAS, USAC and PVS under the Agreements were tenants in common
relating to any "Inventory" as defined herein;
WHEREAS, USAC by its rights in paragraph 8 of the PROCESSING AGREEMENT
and paragraph 13 of the INVENTORY AND SALES AGREEMENT has exercised its right
to terminate the Agreements effective midnight 31 March
1999.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereby agree as follows:
1 Audit
1.1-9 Inventory - The inventory of antimony raw materials, antimony
finished products, and antimony work in progress at Xxxxxxxx Falls,
hereinafter, "Inventory", will be audited by Xxxxx Xxxxxxxx a representative
of PVS and Xxxx Xxxxxxxx, Xxxx X. Xxxxxxxx, and Xxxxxx Xxxxxxx of USAC on 31
March 1999. There will be a written inventory of all the outside warehouses
(Schedule 3) at the close of business on 31 March 1999.
1.2 Accounting - An accounting of all settlement costs, sales,
purchases,processing costs, inventory values, sales commissions,
trucking costs, and other items regarding the business will be prepared
by PVS as of 31 March 1999 and finalized by 05 April 1999.
USAC will review the PVS accounting by 07 April 1999.
2 Costs
2.1 PVS will be responsible and pay for all costs including inventory
purchases described on Schedule 4 together with all wages, trucking costs,
sales commissions, warehouse costs, fees, toll fee processing costs due USAC,
interest, plasticizers, and other costs that PVS customarily pays on an
accrued basis until midnight on 31 March 1999 but excluding an amount
estimated at $50,000 to be verified subsequent to this AGREEMENT due the
Dexter Corporation, 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000-0000 for off
grade material and an amount estimated at $2,815.06 to be verified subsequent
to this AGREEMENT due Plastatech Engineering, LTD. of 000 Xxxxxx Xxxxx,
Xxxxxxx, XX 00000
2.2 USAC agrees to hold PVS harmless from any liabilities resulting from
any quality control issues for shipments made prior to 31 March 1999.
3 Inventory
3.1 PVS does hereby certify that their interest in all the inventory
wherever situated as of midnight 31 March 1999 will be free and clear of all
liens and encumbrances.
3.2 USAC does hereby certify that their interest in all the inventory
wherever situated as of midnight 31 March 1999 will be free and clear of all
liens and encumbrances.
3.3 USAC accepts the inventory on 31 March 1999 in an "as is" condition.
4 Sale of Inventory - USAC and PVS agree that USAC may sell all inventory
beginning on 01 April 1999 and thereafter for its sole benefit and use.
5 Receivables
5.1 PVS will own all the receivables on products from inventory sold prior
to 1 April 1999. Sale date will be determined by invoice date.
5.2 USAC will own all the receivables for products sold after 31 March
1999. PVS will have a security interest in one half of the receivables from
sales of products from inventory until USAC has paid PVS for 100% of the PVS
interest in the inventory at cost as of 31 March 1999.
5.3 PVS agrees to subordinate their security interest in the Accounts
Receivable to Systran Financial Services, Corp. in consideration of a
Division Order Agreement (schedule #6). All the receivables will be collected
by Systran,10220 Xxxxxxxxx Xxxxxxxxx Xx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000,
and USAC will remit one half of all the receivables to PVS until they have
been fully paid for their one half share of the inventory at cost as of 31
March 1999 plus interest on the unpaid portion of 8% per annum. USAC will pay
PVS the entire amount of their one half interest in the inventory at cost as
of 31 March 1999 plus interest on the unpaid portion by no later than 31 July
1999. Systran shall not be liable to USAC, PVS, or any other party in any
manner for its obligation relating to this agreement. USAC will be entitled to
the sole benefit and ownership of all the receivables from sales of inventory
accruing or payable on or after 1 April 1999 after PVS' one half interest in
the inventory at cost as of 31 March 1999 has been paid.
6 Profits - PVS will agree to remit all profits due USAC by 08 April 1999
computed under the terms defined in the contracts listed in Schedules 1 & 2..
7 Sales Agreements, Distributor Contracts, Agency Agreements, Sales Contracts,
and Purchasing Agreements - PVS agrees to assign to USAC all the sales
agreements, distributor contracts, agency agreements, sales contracts, and
purchasing agreements pursuant to Schedule 5.
8 Sales Information - PVS has not previously divulged any sales information,
customer lists, nor antimony user lists and further agrees to not divulge such
information to any other party for any reason. The customer lists are
confidential and deemed to be proprietary and trade secrets of USAC.
9 Indemnification
9.1 PVS agrees to hold USAC harmless from any liabilities resulting from
acts or omission of PVS relating to the contracts listed in Schedules 1 & 2
prior to 31 March 1999.
9.2 USAC agrees to hold PVS harmless from any liabilities resulting from
acts or omission of USAC relating to the contracts listed in Schedules 1 & 2
prior to 31 March 1999.
9.3 USAC and PVS agree to indemnify Systran Financial Services, Corp. and
hold Systran Financial Services, Corp. harmless against any and all claims,
demands, actions, and causes of action arising from or relating to this
Agreement.
10 Entire Agreement; Amendments - This agreement constitutes the entire
agreement between the parties. Any agreement hereafter shall be ineffective to
change, modify or discharge the Agreement in whole or in part, unless such
agreement is agreed to in writing and signed by all the parties hereto. There
is no agreement or promise by or on behalf of the parties to do or admit to do
any act or thing not herein expressly and specifically mentioned, and the
parties acknowledge that the above consideration is in full and final
settlement of all matters mentioned herein.
11 Attorney Fees - In the event any suit, action or other proceeding arises
under the terms of this Agreement, or in connection with this or any of the
provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorney fees and other costs incurred in that action or
proceeding, in addition to any other relief to which they may be entitled,
including any appeal thereof.
12 Governing Law - This Agreement shall be interpreted, applied and enforced in
accordance with the laws of the State of Idaho.
13 Headings and Titles - It is understood and agreed that all of the headings
and titles, subheadings and subtitles herein are inserted as a matter of
convenience and reference only. They in no way define, limit, extent or
describe the scope or intent of this Agreement, and in no way affect this
Agreement.
14 Severability - The provisions of this Agreement are severable, and if any
part of it is found to be unenforceable, the other provisions shall remain
fully valid and enforceable.
Pressure Vessel ServicesUnited States Antimony Corporation
ByBy
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Xxxx Xxxxx, Vice PresidentJohn X. Xxxxxxxx, President
Basic Chemical Solutions
By
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