EXHIBIT 10.2
[CONFORMED COPY]
ADMINISTRATION SERVICES AGREEMENT
This AGREEMENT effective on the 1st day of May, 2001
BETWEEN X.X. Xxxxx Company (Contractor)
AND Heinz Finance Company (Operating Company)
WITNESSETH:
WHEREAS Operating company is engaged in the business of performing banking and
treasury functions predominately in the U.S. and
WHEREAS Contractor has established offices in U.S. with the object of rendering
global management, financial and accounting services, to affiliated companies;
and
WHEREAS Contractor is operating on a cost basis under which Contractor is to
recover the entire amount of its net expenses with respect to its services; and
WHEREAS Contractor is willing to provide and the Operating Company wishes to
recieve financial management services and the use of Contractors facilities;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
As a result of its global experience and outlook on worldwide markets,
Contractor shall provide to Operating Company advice and assistance needed by
Operating Company in investment programs and finance.
Such advice and assistance shall include, but shall not be limited to:
a) Provision of advice and support the development and/or purchase of new
investments, new machinery and equipment, and plant location studies,
b) Provision of advice on regional investment incentives and developments
that could affect Operating Company's long range planning
c) Provision of advice and assistance in employee compensation and benefit
policies, overseas and specialist recruitment and training appropriate to
Operating Company's needs,
d) Assistance in engaging and evaluating independent outside specialists, as
may be available in Operating Company's home country or elsewhere, for
particular requirements of Operating Company,
e) Assistance in international financial and government negotiations in
connection with financing of Operating Company,
f) Assistance in appraisal of international financial matters such as
currency risks, banking relationships, relative borrowing attractiveness,
and alternative borrowing opportunities and, the Operating Company hereby
authorizes Heinz to enter into any agreements in connection with the
foregoing on behalf of in the name of, the Operating Company, including,
without limitation, the power and authority to enter into various interest
rate and currency hedging arrangements (including, without limitation,
swaps, futures, options, caps, collars and foreign exchange contracts),
g) Assistance with banking and financial markets...credit availability, etc.
h) Assistance in consultation in the securing of insurance coverage for the
plant equipment and business risks.
All services set out in this Article are hereinafter referred to as
"Administration Services".
ARTICLE 2:
Contractor will provide use of its office space and administrative facility to
Operating Company .
ARTICLE 3:
At the end of each month, Contractor shall forward an invoice containing 1/12th
(monthly amount) of the amount of Operating Company's budgeted prorata share of
net expenses to be paid for the current fiscal year as determined under Article
4 below. As the payment of rent and associated charges, are payable one month
in advance, payment for the first month of expenses upon impementation of this
agreement will be adjusted accordingly. Within 30 days of the end of each month
during the fiscal year, Operating Company shall pay to Contractor such monthly
amount. As soon as practicable after the close of the fiscal year, any
difference between the total monthly amount payments made by Operating Company
and their prorata share of actual net expenses, as determined under Article 5
below, shall be adjusted and shall be settled by prompt payment to the
appropriate party within 30 days of notice.
ARTICLE 4:
In determining the net expenses to be charged to Operating Company under this
Agreement, the following methodologies shall be used:
1. Rent, building services, identifiable utilities and xxxxxxx requests
shall be allocated on the pro-rated basis of square footage used by
Operaing Company and square footage used by Contractor providing
services to Operating Company.
2. Equipment charges of $100 per month for the rental of shared office
equipment including but not limited to copy and printing equipment.
3. Co-mingled fees and other expenses invoiced by third parties
benefiting both Operating Comapany and Contractor will be pro-rated
on an agreed that has a direct relationship to the expense incurred.
4. Salary of Contractor's Corporate Treasurer will be allocated based
upon the ratio of 50% of total salary and costs of employment.
ARTICLE 5:
All amounts due under this Agreement shall be paid in U.S. dollars unless
otherwise agreed.
ARTICLE 6:
6.1 Operating Company, or a mutually agreed public accountant at
Contractor's discretion, shall have access at all reasonable times to
the accounts and records maintained by Contractor that are relevant
to the determination of the amounts charged for services rendered
under this Agreement.
6.2 Contractor or a mutually agreed public accountant at the Operating
Company's discretion, shall have access at all reasonable times to
the accounts and records of Operating Company which are relevant to
charges under this Agreement.
6.3 Any controversies arising with regard to the propriety of accounting
practices and accounting treatment of cost allocation under this
Agreement should be resolved in the first instance by mutual
agreement of the parties hereto and in case of further disagreement
by:
ARTICLE 7:
This Agreement shall remainin effect until terminated by either party. Such
termination shall be given bynot less than 30 days notice in writing, expiring
on the in any year.
ARTICLE 8:
The laws of the United States of America shall govern this Agreement.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized representatives as follows:
BY: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
X.X. Xxxxx Company
BY: /s/ Xxxxxxx X. Xxxxx, Xx.
Xxxxxxx X. Xxxxx Xx.
Heinz Finance Company
