Notwithstanding the compensation provisions set forth above, in no event will the annual compensation for the services provided under the Existing Services Agreement, as modified herein, exceed the lesser of (i) $7.8 million, the actual cost projected...
Additions to Services Agreement:
Title: Services Agreement, dated as of June
28, 1994 (the "Existing Services
Agreement")
Parties: C&A (as successor to Foamex
International, Inc.) and JPS
Automotive
Principal
Terms: C&A shall provide JPS Automotive with
general managerial services of a
financial, technical, legal,
commercial, administrative and/or
advisory nature, with respect to the
manufacture, distribution and sale of
various automotive supply components
and industrial fabrics.
Compensation: (a) All reasonable expenses associated
with the employment of C&A's employees
assigned to perform services for JPS
Automotive, including, but not limited
to: wages; bonuses; ordinary fringe
benefits; payroll; social security and
other taxes; payments required to be
made pursuant to employee benefit
plans; and workers' compensation
insurance (collectively, "Employment
Expenses") with such Employment
Expenses to be allocated on a pro rata
basis according to the number of hours
devoted by such employees to the
performance of services for JPS
Automotive.
(b) All reasonable out-of-pocket
expenses incurred by C&A in
connection with the provision of
the services described under
"Principal Terms".
(c) An amount to cover C&A's overhead
(without profit) for the employees
referred to in (a) above, which
amount shall be determined in
accordance with C&A's internal
overhead allocation procedures.
Billing: Monthly
Duration: Unlimited, subject to termination by
JPS Automotive upon a Change of
Control (as defined in the JPS Notes
Indenture) or by either party upon
breach of the Existing Services
Agreement.
Post-Acquisition:
Additional The general managerial services
Services: provided will include management
services previously provided through
JPS Automotive headquarters staff in
Greenville, SC and by Cramerton
administrative staff in Cramerton, NC.
These services include: management,
accounting, quoting, safety,
production planning, business
planning, product engineering,
facility engineering, purchasing,
styling and management information
systems. In addition, the general
managerial services previously
provided by Foamex under the Existing
Services Agreement will include the
management and corporate services
(e.g. tax, accounting and legal)
available through C&A's Science and
Services Division and quality control,
lab certification and industrial
engineering. The general managerial
services will also include certain
consolidated marketing and program
management functions provided by C&A
employees. Certain JPS Automotive
staff will be transferred to C&A, and
the functions will be managed by C&A
employees. Such functions include
acting as exclusive sales agent for
JPS Automotive with respect to sales
of automotive products to automotive
Original Equipment Manufacturers
("OEM's").
Notwithstanding the compensation
provisions set forth above, in no event
will the annual compensation for the
services provided under the Existing
Services Agreement, as modified herein,
exceed the lesser of (i) $7.8 million,
the actual cost projected to be
incurred by C&A in providing services
to JPS Automotive in 1998, which number
shall be adjusted annually to reflect
changes in the Producer Price Index
Carpet & Rugs beginning January 1999,
and (ii) the actual annual cost savings
achieved from the elimination of
managerial, marketing and program
management functions at Greenville and
Cramerton, such reduction to be
measured against the costs incurred by
JPS Automotive and Cramerton in 1996.
