« NUMBER 39A

AGREEMENT BETWEEN STANDARD AND TIDEWATER REFINERIES

[From manuscript presented to the Industrial Commission by Lewis Emery, Jr.]

This agreement, made and entered into the ninth day of October, A.D. 1883, by and between the Standard Oil Company, a corporation of Ohio, the Standard Oil Company of New York, a corporation of New York, and the Standard Oil Company of New Jersey, a corporation of New Jersey, who collectively constitute the party of the first part, and the Ocean Oil Company, a corporation of New Jersey, the Chester Oil Company, a corporation of Pennsylvania, and Ayres, Lombard and Company, a corporation of New York, who collectively constitute the party of the second part.

Witnesseth: That in consideration of the mutual covenants and agreements hereby made and entered into, the said parties do hereby covenant and agree to and with each other as follows:

First.— That for the purpose of this contract the business of refining petroleum is defined to mean the distillation of crude petroleum within the United States, without regard to where the crude is obtained; the quantity of crude petroleum received at each refinery, except for export in its crude state, shall be regarded as the quantity refined by it.

Second.— That in said business the refineries named in schedule "A" and schedule "B" (which schedules are hereto attached and made a part of this agreement) shall respectively be entitled to have and do the following percentage or proportionate part of the aggregate business of all refineries named in both schedules, viz.: The refineries named in Schedule "A," eighty-eight and one-half (88-1/2) per cent. thereof, and the refineries named in Schedule "B," eleven and one-half (11-1/2) per cent. thereof.

Third.— The refineries named in Schedule "A" and the refineries named in Schedule "B" shall respectively do as nearly as practicable their said proportion or percentage of said business; and is agreed that,

A.— If in any calendar month the refineries named in Schedule "A" shall receive more than their said percentage of the said aggregate of crude petroleum received except for export in its crude state, the party of the first part hereto will pay to the party of the second part hereto, twenty (20) cents per barrel on the quantity so received in excess of their said percentage.

B.— If in any calendar month the refineries named in Schedule "B" shall receive more than their said percentage of the said aggregate of crude petroleum received except for export in its crude state, the party of the second part hereto will pay to the party of the first part hereto twenty (20) cents per barrel on the quantity so received in excess of this said percentage.

C.— If in any year the refineries named in Schedule "A" shall neglect or refuse to do eighty (80) per cent. of their said percentage of said business, then the party of the first part shall return and repay the party of the second part the sums received under the provisions of this paragraph in excess of the sums paid under the same provisions during the same year.

D.— If in any year the refineries named in Schedule "B" shall neglect or refuse to do eighty (80) per cent. of their said percentage of said business, then the party of the second part shall return and repay to the party of the first part the sums received under the provisions of this paragraph in excess of the sums paid under the same provisions during the same year.

Fourth.— Each party hereto shall make to the other daily reports showing all crude petroleum received at the refineries named in said schedule, and when, where and from whom received, and all crude petroleum exported therefrom, and when, where and to whom delivered. The reports of the party of the first part shall show the crude received at and exported from refineries named in Schedule "A," and the reports of the party of the second part shall show the crude received at and exported from refineries named in Schedule "B." The correctness of such reports shall, if required of either party, be verified by the party making them.

Fifth.— A settlement shall be made, on or before the fifteenth day of each month, of all business done under this agreement during the preceding month, and payments shall then be made of all such sums as under the terms hereof shall be found payable by either party to the other.

Sixth.— All refineries now owned or controlled by those owning or controlling a majority of the refineries embraced in Schedule "A" are or shall be included in Schedule "A," and all refineries which may hereafter be acquired or controlled in the same interest shall, as acquired or controlled, be added to said Schedule "A," and by such addition be included in the terms of this agreement. All refineries now owned or controlled by those owning or controlling a majority of the refineries embraced in Schedule "B," and all refineries which may hereafter be acquired or controlled in the same interest shall, as acquired or controlled, be added to said Schedule "B," and by such addition be included in the terms of the agreement.

Seventh.— It is understood that forty-two gallons constitute a barrel.

Eighth.— A year, whenever used in this contract, is understood to mean a calendar year.

Ninth.— This agreement shall take effect on the first day of October, 1883, and remain in force for fifteen (15) years from said date.

Provided, however, and it is agreed that it shall not remain in force longer than a certain other agreement of even date herewith between the National Transit Company and the United Pipe Lines of the first part, and the Tidewater Pipe Company, Limited, of the second part, shall remain in force, and that a termination of said other agreements shall at the same time terminate this one.

In Witness Whereof, the said parties have caused their common and corporate seals to be hereto attached and to be attested by the signature of their proper officers the day and year first aforesaid.

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