SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Date of Report: September 17, 1997
Commission File No. 0-15543
METAL REOVERY TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 71-0628061
(State of incorporation) (I.R.S. Employee Identification No.)
415 East 151st Street
East Chicago, Indiana 46312
(Address of principle executive office) (Zip Code)
Registrant's telephone number, including area code: (219) 397-6261
Item 5. OTHER EVENTS
On, or about, September 12, 1997 Metal Recovery Technologies, Inc. (the Company)
entered into an agreement with Olympic Continental Resources, LLC (OCR) (a joint
venture between Olympic Steel, Inc. (NASDAQ:ZEUS), Atlas, Inc. and Uwe T.
Schmidt) to provide various services and assistance to the Company.
This agreement is attached hereto as Exhibit 1.
The agreement provides that, under successful conclusion of all financing and
servicing requirements, etc., that the Company will: 1) grant OCR an option to
subscribe to 12 million shares of the Company's common stock at a price of $0.10
per share, and 2) entitle OCR to have two persons of its choice take seats on
the Board of Directors of the Company.
Item 9. ISSUANCE OF EQUITY SECURITIES PURSUANT TO REGULATION S
On September 16, 1997, as conversion of convertible loan debt to equity, the
Corporation issued 1,113,420 of its common shares under Regulation S to two
offshore entities.
Signed
/s/
Roy Pearce
Company Secretary
Metal Recovery Technologies, Inc.
Form 8-K
Exhibit
AGREEMENT
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THIS AGREEMENT is made and entered into this 11th day of September,1997 by and
among Olympic Continental Resources, L.L.C., an Ohio Limited Liability Company,
having its principal office at 30050 Chagrin Boulevard, Suite 220, Pepper Pike,
Ohio 44124 ("OCR"), Metal Recovery Industries (US), Inc., a Delaware
corporation, having its principal office at 415 East 151st St., E. Chicago,
Indiana 46312 ("MRI"), and Metal Recovery Technologies, Inc., a Delaware
corporation, having its principal office at 415 East 151st St., E. Chicago,
Indiana 46312 ("MRTI").
PREAMBLES
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WHEREAS, OCR is in the business of procuring and reselling scrap metals
including galvanized steel and steel which is not galvanized; and,
WHEREAS, MRI is in the business of purchasing galvanized steel and using its
proprietary technology and process to remove all or substantially all of the
zinc therefrom and reselling the remaining dezinced steel; and,
WHEREAS, MRTI is the holding company of MRI; and,
WHEREAS, OCR wishes to sell to MRI on an exclusive basis and MRI wishes to
purchase from OCR on an exclusive basis all of MRI's requirements of scrap
galvanized steel to be processed at MRI's East Chicago, IN plant ("Plant"); and
WHEREAS, MRI wishes to sell to OCR on an exclusive basis and OCR wishes to
purchase from MRI on an exclusive basis all of the output of the Plant of
dezinced steel; and,
WHEREAS, MRI and OCR also wish to make arrangements respecting the processing by
MRI or its affiliates of scrap galvanized steel at locations in the United
States and Canada other than the Plant and the reselling of the dezinced steel
obtained therefrom;
THEREFORE, the parties agree as follows:
1. GENERAL. The Preambles hereto are incorporated herein by this reference.
All references below throughout this Agreement to MRI, except as otherwise
specifically indicated, will be deemed to include references to MRTI, and
MRI and MRTI will be treated, for purposes of this Agreement, as one
entity, jointly and severally responsible for the performance of their
respective obligations under this Agreement.
2. SALES. During the term of this Agreement and subject to the terms and
conditions hereof, OCR shall purchase from MRI and MRI shall sell to OCR,
on an exclusive basis, and utilizing OCR's standard purchase order forms,
all of the output of dezinced steel ("Processed Material") produced at the
Plant. Subject to Section 18 hereof, such sales shall be based upon OCR's
needs from time to time and MRI and OCR shall communicate with each other
as to OCR's needs. OCR agrees to use reasonable efforts to resell the
Processed Material expediously on terms reasonably available when the
Processed Material is offered for sale. All shipments shall reflect the
following general terms:
a) Each portion of the Processed Material will be sold to OCR at a price
(the "Repurchase Price") equal to the difference obtained by
subtracting from the gross sales price at which such portion of the
Processed Material is resold by OCR to its customer(s):
i) Applicable freight charges, if any, from the Plant to the
customer(s);
ii) A sales commission in an amount equal to three percent (3%) of
such gross sales price plus applicable freight charges;
iii) A "Material Loss Factor," representing the reduction in the
weight of the Processed Material from the Material from which the
former was produced solely as a result of the
processing/dezincing operation. The Material Loss Factor shall be
reflected as a dollar amount per ton of Processed Material.
Appropriate procedures shall be maintained by MRI to determine
the weight of Material received and Processed Material shipped,
as well as the weight of the product and by-product produced by
the dezincing operation.
b) OCR shall pay MRI the Repurchase Price for each portion of the
Processed material upon the earlier of:
i) fifteen (15) days from the date of shipment of such portion of
the Processed Material or
ii) the date of offset described in Paragraph 4 below.
3. PURCHASES. During the term of this Agreement and subject to the terms and
conditions hereof, and subject to acceptable credit being established and
maintained by MRI, which acceptable credit will be determined in OCR's sole
judgment, OCR shall sell to MRI and MRI shall purchase from OCR, on an
exclusive basis, and utilizing OCR's sales order forms, all of MRI's
requirements of scrap galvanized steel (herein referred to as "Material")
to be processed at the Plant which is estimated to be approximately 100,000
gross tons per year. Subject to Section 18 hereof, such purchases shall be
based on OCR's sales to third parties of Processed Material and OCR and MRI
shall communicate to each other as to OCR's needs. OCR agrees to use
reasonable efforts to establish long term sources of supply on terms
reasonably satisfactory to MRI. Such terms shall include price, quantity,
quality specifications and delivery schedules. All shipments shall be
invoiced on OCR standard forms and shall reflect the following terms:
a) Each portion of the Material will be purchased by MRI at a price (the
"Purchase Price") equal to the sum of the following:
i) Cost of such portion of the Material to OCR;
ii) Applicable freight charges, if any, from origin of shipment
to the Plant;
iii) A purchase commission in an amount equal to three percent
(3%) of the total amounts referred to in clauses (i) and
(ii) above.
b) The Purchase Price for each portion of the Material shall be payable
to OCR upon the earlier of:
i) Thirty (30) days from the date of delivery to the Plant of
such portion of the Material or
ii) The date of offset described in Section 4 below.
The obligation of MRI to pay the Purchase Price shall be secured by a first
security interest in favor of OCR on all present and future inventory of
Material and Processed Material and accounts receivable of MRI. MRI hereby
grants to OCR a first security interest in all of its present and future
inventory of Material and Processed Material and in all proceeds thereof,
including insurance proceeds, and in all of its present and future accounts
receivable and in all proceeds thereof.
4. WORKING CAPITAL FINANCING; OFFSET.
a) The parties acknowledge that the three percent (3%) fee which is
payable to OCR both in respect of purchases by MRI of Material and of
sales by MRI of Processed Material is the minimum such fee to be
received by OCR and is intended in part to compensate OCR, on the
basis of a charge at a rate of 1% per month (pro rated for any partial
month), for credit provided directly or indirectly to MRI by OCR, to
wit, to the extent that MRI fails to pay for Material within 30 days
of receipt thereof or that customers of OCR fail to pay for Processed
Material within 45 days from shipment by MRI. It is intended that the
charge shall be reviewed based on the difference between (A) the
aggregate of (i) the average daily balance beyond 30 days of
outstanding accounts payable by MRI to OCR which are more than 30 days
old and, (ii) the average daily balance beyond 45 days of accounts
payable to OCR by third party customers which are more than 45 days
old (collectively, the "OCR Credit Balance") and (B) the average daily
balance of accounts paid by MRI to OCR in less than 30 days (the"MRI
Credit Balance").A calculation shall be made as to the foregoing as of
the end of each calendar month. Theparties shall make a periodic
financial adjustment between themselves, upon the completion of such
calculation, to the end that, for any period, OCR shall receive a
financing charge on the net credit balance extended by OCR to MRI
(calculated as aforesaid) equivalent to one percent (1%) per month, or
if the prime rate (as quoted in the Wall Street Journal) averaged over
any calculation period exceeds eleven (11%), equivalent to the prime
rate over such period plus one percent (1%). In no event shall the
fees to be received by OCR be less than 3% in respect to each purchase
and sale.
b) From time to time, OCR is authorized to offset, and shall notify MRI
in writing that it is offsetting amounts owed to MRI for the purchase
by OCR of Processed Materials against amounts owed by MRI to OCR for
Materials purchased by MRI, such notice to specifically identify
invoices which are being offset. OCR shall provide MRI with periodic
(but not less than monthly) statements of account showing amounts then
owed to MRI by OCR and by MRI to OCR.
5. COSTS. Each party shall be solely responsible for its own costs of
fulfilling its obligations as set forth in this Agreement.
6. TERM; RENEWAL. The term of this Agreement, unless sooner terminated in
accordance with applicable provisions hereof, shall be for an initial
period commencing September 11, 1997 and ending September 10, 2002. The
term of this Agreement shall be automatically renewed for one (1)
additional five (5) year period if either party shall fail to give written
notice to the other of such party's election not to renew the term at least
ninety (90) days prior to the expiration of the initial 5-year period.
Reference in this Agreement to the "term" shall include both the initial
period and the 5-year renewal period, as applicable in the event this
Agreement shall have been renewed.
7. CAPITAL FINANCING, PUBLICITY.
a) First Phase Financing. It is understood by all parties to this
Agreement that MRI needs to raise and invest approximately Two Million
Dollars ($2,000,000.00) to upgrade the Plant to be capable of
dezincing 9000 gross tons per month of Material.
b) Second Phase Financing. It is envisioned that upon the successful
conclusion of the First Phase Financing and Plant upgrade, MRI will
seek to obtain additional financing of at least Three Million Dollars
($3,000,000.00).
c) Combined Financing. It is also understood that an offering by MRI for
Five Million Dollars ($5,000,000.00) combination debt and equity may
be arranged as an alternative to the First Phase Financing and Second
Phase Financing.
d) Publicity. OCR is willing to make public the nature and scope as well
as the intent of its business activities with MRI, but MRI shall not
issue any press releases or make any other public comments in any form
whatsoever regarding its business relationship with OCR without the
express written prior approval of OCR.
8. TERMINATION.
a) In addition to any other right at law or in equity to terminate the
term of this Agreement for cause, either party may terminate the term
of this Agreement at any time, without cause, by giving the other
party ninety (90) days advance written notice. Prior to termination by
MRI, MRI shall pay all sums due OCR.
b) Should either party fail to observe or perform any of the terms or
conditions hereof, the other party may terminate the term of this
Agreement by giving written notice to the defaulting party of such
failure, provided that such failure continues for a period of ten (10)
days after receipt of a written notice specifying such failure.
c) In the event that the First Phase Financing or Combined Financing per
Section 7 above has not been completed and/or substantially completed
by December 31, 1997, either party may terminate this Agreement by
giving written notice.
9. POST TERMINATION OBLIGATIONS. On and after the termination of the term of
this Agreement:
a) Each party shall be obligated to perform under such purchase, sales,
and tolling agreements entered into between them prior to the date
when such termination becomes effective, and all applicable provisions
hereof shall remain in effect as to such agreements.
b) MRI (on behalf of itself, its affiliates, and all persons and entities
it controls or which are under common control with it) may not, during
a period of twenty four (24) months thereafter, contact, solicit or
otherwise do business with any sources or customers from whom or for
whom OCR solicited to purchase any Material or to sell any Processed
Material in furtherance of this Agreement or with whom a tolling
arrangement has been entered into, unless MRI shall pay to OCR during
such period the commission that would otherwise have been due
hereunder upon purchases of Material by OCR for sale to MRI and upon
sales of Processed Material by OCR purchased from MRI, and the per ton
fee payable in respect of a toll arrangement with such a source or
customer, provided, that MRI's obligation to pay commissions and fees
in respect -------- of purchases, sales, and tolling which relate to
agreements referred to in Section 9(a) above shall continue for a
twenty four (24) months period beyond the expiration or termination of
any such agreement and further provided, that MRI's obligations under
this subsection (b) ---------------- shall not otherwise be deemed to
defer the effective date of termination of the term hereof.
c) Promptly after the termination of the term of this Agreement, the
parties shall make payment of all sums due the other party other than
those sums which have been paid prior to termination as provided for
in Section 8(a) above. Except for such settlement of accounts, the
sole remedy and recovery against OCR for OCR's breach of this
Agreement or any other agreements referred to herein or delivered
pursuant hereto, or for OCR's failure to observe or perform any of the
terms and conditions hereunder or thereunder, shall be limited to
termination of the term of this Agreement. Upon such payment and
receipt by OCR of all monies due or to become due OCR pursuant to this
Agreement, OCR shall forthwith take such actions as are necessary to
release OCR's security interest in any property of MRI and shall
terminate all filings under the Uniform Commercial Code in connection
with OCR's security interest.
10. TOLLING ARRANGEMENT. It is contemplated by the parties that, in addition to
MRI purchasing Material from OCR, and MRI selling Processed Material to
OCR, MRI will enter into so-called tolling arrangements (whereby material
owned by others is dezinced for a fee) directly with manufacturers or
producers of scrap, and also that MRI may establish other plants in the
United States or Canada which provide dezincification processing services
comparable to those provided at the Plant.
11. RIGHT OF FIRST REFUSAL.
a) If, prior to the termination of the term of this Agreement, MRI shall
determine to operate or establish one or more additional facilities
within the United States or Canada to operate in a manner similar to
the function and business of the Plant, it shall give written notice
to OCR of such determination. OCR will have the right and option, but
not the obligation, to consult with MRI in establishing such
facilities and to enter into an agreement supplemental hereto whereby
this Agreement shall apply to such facility (subject to Philip
Services' right of first refusal for the Canadian market).
b) MRI may also establish additional facilities for the purpose of
dezincing scrap for specific customers on a toll arrangement. OCR will
be involved during the negotiations for all contracts of a tolling
nature. OCR will receive the following fees:
i) a fee commensurate with OCR's involvement on any such tolling
contract, in an amount agreed upon by the parties; and
ii) a monthly fixed fee of One Dollar per gross ton ($1.00/GT) of
scrap tolled.
c) In respect to any tolling arrangement which permits the purchase of
material from third parties to be processed or the sale to third
parties of material processed (collectively, "Additional Material"),
it is intended that OCR shall have the right and option, but not the
obligation, to be MRI's exclusive broker on all ferrous scrap
purchased for or sold from these facilities as Additional Material. In
the event OCR agrees to purchase and sell Additional Material, OCR and
MRI agree to enter into an agreement supplemental hereto whereby this
Agreement will apply to these facilities. It is also agreed that MRI
will receive from OCR a fee of One Dollar per gross ton ($1.00/GT) for
the purchase or sale of Additional Material by OCR.
d) MRI agrees that if it establishes facilities at or about the premises
of a manufacturer or producer of scrap, and if it enters into tolling
arrangements with such parties, MRI will endeavor to obtain the
agreement of such party not to market material processed for such
manufacturer or producer to third parties without first offering same
to OCR, but MRI shall have no liability to OCR if it is unable to
obtain such agreements or if the manufacturers or producers fail for
any reason to comply therewith.
e) In no event, however, shall MRI make use of, disclose, or permit the
disclosure to any third party whatsoever, the identity of any parties
solicited by or on behalf of OCR for the purchase of Material or the
sale of Processed Material.
12. LICENSING. In the event that MRI licenses its technology for use by others,
MRI will use its best efforts to ensure that all scrap marketing as a
result of the licensing agreement is conducted by OCR under the same terms
and conditions as sections 11 above. OCR will be involved with MRI in all
negotiations for licensing agreements and will receive a fee commensurate
with their involvement on the formation of the licensing agreement in an
amount agreed upon by the parties.
13. INVENTORY.
a) MRI shall identify the Material it purchases from OCR and the
resulting Processed Material and shall maintain same in a safe,
secure, segregated area at the Plant and shall identify same as being
subject to the security interest of OCR. MRI shall further maintain
detailed inventory records which shall also identify OCR's security
interest. MRI shall provide OCR access at reasonable times to the
Plant for OCR's inspection of the inventory and grants to OCR the
right to audit, inspect, and photocopy all of MRI's inventory books
and records to determine MRI's compliance with this Agreement.
b) Except for the tolling arrangements described above or with the
written permission of OCR, MRI shall not have any galvanized steel or
dezinced steel on the premises of the Plant unless the same has been
purchased from and/or will be sold to OCR.MRI shall fully insure the
inventory of Material and Processed Material against risks customarily
insured against and shall name OCR as an additional insured and loss
payee to the extent of its security interest.
14. BOARD OF DIRECTORS REPRESENTATION. Effective the date of this Agreement,
OCR will be entitled to have two (2) persons of its choice take seats on
the Board of Directors of MRTI and OCR will remain so entitled to have two
(2) seats on the Board of Directors of MRTI during the term of this
Agreement and any renewal or extension thereof. Prior to OCR's
representatives taking their seats on such Board, MRTI shall provide Errors
and Omissions Insurance for each of OCR's representatives in an amount not
less than Five Million Dollars ($5,000,000.00). Such insurance shall be
underwritten and issued by an insurance carries acceptable to OCR. OCR's
representatives will take seats on such Board upon MRI's completion of the
First Phase Financing and Second Phase Financing or Combined Financing as
provided in Section 7 of this Agreement, by which time MRTI shall have
obtained such Errors and Omissions Insurance coverage for OCR's
representatives on such Board.
15. OCR OPTIONS.
a) Effective as of the date of this Agreement, OCR and/or its affiliated
companies will have an option without restriction to subscribe for
twelve (12) million common shares in MRTI at a price of Ten Cents
($0.10) per share for a period of two years from the date of this
Agreement. This option shall expire prior to the end of such two year
period only if OCR terminates this Agreement without cause. Otherwise,
this option shall not expire prior to the end of such two year period,
even if this Agreement is terminated by OCR for cause or by MRTI with
or without cause. The warrant documents granting these options will be
executed along with this Agreement. A copy such warrant documents are
attached hereto as Exhibit A and are fully incorporated herein.
b) OCR and/or its affiliated companies will have the option, but not the
obligation, to participate in any equity investments offered by MRI or
MRTI in their efforts to obtain the necessary financing indicated in
Section 7 of this Agreement. OCR and/or its affiliates shall have the
option to purchase up to Twenty Percent (20%) of the shares so
offered.
16. COMPLIANCE WITH LAWS; INSURANCE; INDEMNIFICATION. Each party shall fulfill
its obligations hereunder in full compliance with all applicable federal,
state and local laws, ordinances and regulations including but not limited
to those relating to labor, environmental, and tax matters. Each party
shall indemnify, defend, and hold the other party (and its respective
owners, officers, directors, successors, and assigns) harmless of and from
any and all liability, costs, demands, damages, and expenses (including
reasonable attorneys and paralegal fees) arising from its failure to
fulfill its obligations hereunder in full compliance with any such
applicable law or regulation. MRI shall further hold OCR harmless.
indemnify, and defend it from and against any and all claims, losses,
costs, damages, and expenses, including reasonable attorney's fees,
reasonable expert witness' fees, and the costs of investigation, which OCR
may suffer as a result of environmental conditions on and property owned,
leased, or used by MRI. MRI shall maintain environmental impairment
insurance, general liability insurance, and product liability insurance in
a form acceptable to OCR and with coverage amounts as the parties may from
time to time agree (but, in any event, not less than $5,000,000.00 per
occurrence), each of which will name OCR as additional named insured and
loss payee.
17. CONFIDENTIALITY. The term "Confidential Information" as used in this
Agreement shall mean any financial, economic, technical or other
information, know-how, material or data relating in any way to the process
for removing zinc from galvanized steel, whether or not technically
constituting trade secrets or proprietary information, which may hereafter
be, or which has heretofore been, disclosed or transmitted, whether orally
or in writing, or in any other way, by MRI to OCR except to the extent that
such information, know-how, material or data (i) was, is, or becomes
available to OCR on a non-confidential basis prior to its disclosure to OCR
by MRI, (ii) was, is, or becomes generally available to the public, (iii)
was, is, or becomes already in the possession of OCR at the time so
disclosed or transmitted, (iv) was, is, or becomes a matter of public
information.
OCR hereby agrees that except as required by law:
a) It will not disclose (except that disclosure may be made to OCR's
officers, directors, lenders, accountants, attorneys, advisors, and a
limited number of employees) to others any Confidential Information
received by it from MRI, except without the prior written consent of
MRI.
b) It will:
i) confine access to Confidential Information received by it from
MRI to its officers, directors, lenders, accountants, attorneys,
advisors, and a limited number of its employees and
ii) use its best efforts to prevent any such person from disclosing
such Confidential Information to others.
18. NEW VENTURE. It is understood that the dezincing process to be utilized by
MRI has not to the parties knowledge been implemented successfully on a
commercial scale in the United States. Accordingly, OCR will be attempting
to develop new markets for the Processed Material as well as to secure
markets for supply of acceptable Material. The parties agree that even
though the Plant's capacity to process Material may be greater, OCR shall
only be required to sell to MRI so much of the Material as OCR is able to
purchase on terms satisfactory to OCR and MRI, and OCR shall be required to
purchase from MRI only so much of the Processed Material as OCR is able to
sell to third parties on terms satisfactory to OCR.
In addition, it is understood and agreed that OCR shall have no liability
in respect to any of the following in this paragraph, and does not in any
way guarantee, warrant or represent that (i) the pricing and payments
provided for herein are such that MRI will operate profitably, (ii) any
third party will observe or perform its agreements in a timely manner,
and/or (iii) any Material sold to MRI, and any Processed Material sold to
third parties, will meet any particular specification.
In that OCR will be expending substantial efforts to develop the necessary
sources for the Material and the markets for the Processed Material, MRI
agrees that it will keep confidential and will not disclose, permit the
disclosure of, or in any way utilize for its benefit (a) the identity of
any person or entity solicited by or on behalf of OCR for the purchase of
Material or the sale of Processed Material, and (b) the terms or conditions
of any transaction in regard to the Material or Processed Material, and (c)
the terms or conditions of any transaction in regard to the Material or
Processed Material.
19. AMENDMENT; WAIVER. This Agreement may be amended only by the mutual
agreement of the parties in writing. No waiver by any party hereto of a
breach of any provision of this Agreement by the other party, or of
compliance with any condition or provision of this Agreement to be
performed by such other party, will operate or be construed as a waiver of
any subsequent breach by such other party or any similar or dissimilar
provisions and conditions at the same or any prior or subsequent time. The
failure of any party hereto to take any action by reason of such breach
will not deprive such party of the right to take action at any time while
such breach continues.
20. APPLICABLE LAW; JURISDICTION. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Ohio, without regard
to the conflict of law provisions of any state.
21. ASSIGNMENT. This Agreement may not be assigned by MRI or by OCR without the
written consent of the other. This Agreement shall inure to the benefit of
and shall be binding upon the parties hereto and their respective
successors and, if assigned, their assigns.
22. REPRESENTATION AND WARRANTIES. MRI hereby represents and warrants to OCR
that (a) it is a corporation duly formed and validly existing under the
laws of the state of Delaware and is in good standing thereunder; (b) it
has the corporate power and authority to enter into this Agreement and all
ancillary instruments and agreements referred to in this Agreement, and all
corporate action has been taken to authorize it to do so; ( c) it is in
compliance with all state, federal and local laws, rules and regulations
and there are no claims or investigations of any government authorities
pending or threatened against it; (d) there are no approvals or consents
necessary to be obtained from any third party, person, or body as a
conditions to its entering into this Agreement; (e) its financial
statements and information heretofore and hereafter provided to OCR are and
will be true and correct and have and will be prepared in accordance with
generally accepted accounting principles; (f) it is not engaged in any
litigation which, if determined adversely, would have a material adverse
effect upon its business, assets, financial condition, or future prospects;
(g) it is not in default under any third party agreement, lease, indenture,
note, or other instrument or document or understanding, written or oral,
whether with the passage of time, the giving of notice, or both, or
otherwise, and it is not aware that nay such litigation is threatened; (h)
its only place of business and location of its inventory is at 415 East
151st Street, E. Chicago, Indiana; (I) it has good title to all of its
inventory, and there there are no liens, claims, security interests, or
other encumbrances thereon; and (j) in connection with the fore going
representations and warranties, it has not made a material misstatement or
omitted to make a statement without which any one or more of the foregoing
statements would be materially misleading.
23. NOTICES. Notices provided for in this Agreement shall be in writing and
shall be delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, or sent by prepaid overnight
courier to the parties at the addresses set forth below (or such other
addresses as shall be specified by the parties by similar notice.) Such
notices shall be deemed given:
a) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery; or
b) in the case of certified or registered U.S. mail, five days after
deposit in the U.S. mail;
provided, however, that in no event shall any such communications be deemed
to be given later than the date they are actually received. Communications
that are to be delivered by the U.S. mail or by overnight service are to be
delivered to the addresses set forth below:
to OCR: Olympic Continental Resources, L.L.C.
Suite 220
30050 Chagrin Boulevard
Pepper Pike, OH 44124
Attn.: Mr. Uwe T. Schmidt
to MRI: Metal Recovery Industries (US), Inc.
415 E. 151st Street
East Chicago, IN 46312
Attn.: Mr. Michael Lucas
to MRTI: Metal Recovery Technologies, Inc.
415 E. 151st Street
East Chicago, IN 46312
Attn.: Mr. Michael Lucas
Each party, by written notice to the other party, may modify the applicable
delivery address or person to whose attention such notice shall be
directed.
24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties concerning the subject matter hereof and, supersedes all prior
or contemporaneous agreements, if any, between the parties relating to the
subject matter hereof.
25. OTHER. The headings of each paragraph shall not be construed to change or
limit the provisions hereof. The language hereof shall be construed in
accordance with its plain meaning without regard to the draftsperson
thereof. The enforceability of this Agreement, shall not cease upon or be
adversely affected by the termination of the term of this Agreement.
IN WITNESS WHEREOF, The parties have executed this Agreement as of the date
first written above.
Olympic Continental Resources, L.L.C.
Witness: Jack Rieser /s/ By: Uwe T. Schmidt /s/
Its: President
Metal Recovery Industries (US), Inc.
Witness: Patti Carpenter /s/ By: Michael S. Lucas /s/
Its: Chairman
Metal Recovery Technologies, Inc.
Witness: Patti Carpenter /s/ By: Michael Lucas /s/
Its: Chairman
