TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is dated as of July 25, 1997, by and among
The Jordan Company, Jordan Industries, Inc., an Illinois corporation ("Jordan
Industries"), JII, Inc., a Delaware corporation ("JII"), TJC Management
Corporation, a Delaware corporation ("TJC", and together with Jordan Industries
and JII, the "Consultants"), and each of the other parties a signatory hereto
(together with Jordan Industries, JII and TJC, the "Subject Companies").
W I T N E S S E T H:
WHEREAS, the Consultants and the Subject Companies desire to terminate
all prior arrangements, practices and agreements whereby any of the Consultants
provided advisory, consulting or management services to the Subject Companies
in consideration for advisory, consulting or management fees (the "Old
Consulting Agreements"), other than the provisions thereof relating to
indemnification by the parties thereto, and replace the Old Consulting
Agreements with the agreements listed on the attached Exhibit B (the "New
Consulting Agreements").
WHEREAS, the termination of the Old Consulting Agreements is
contingent upon the consummation of the offering of $120,000,000 initial
aggregate principal amount of 10 3/8% Senior Notes due 2007 of Jordan
Industries (the "Offering").
NOW, THEREFORE, it is agreed as follows:
1. Termination of the Old Consulting Agreements.
(a) Effective upon the completion of the Offering, the Old
Consulting Agreements, other than the provisions thereof relating to
indemnificaiton by the parties thereto, shall be terminated and shall have no
further force or effect. The provisions of any tax sharing agreements and notes
evidencing intercompany borrowings between or among the parties hereto shall
not affected by this Agreement.
(b) In connection with the termination of the Old Consulting
Agreements and simultaneously with the consummation of the JTP Recapitalization
(as such term is defined in the Offering Circular, dated July 21, 1997, used in
connection with the Offering) each of AIM Electronics Corporation, Jordan
Telecommunications Product Group, Inc., Jordan Telecommunications Product
Group-Europe, Inc., Vitelec Electronics Limited, LoDan West, Inc., Xxxxxxx
Components, Inc., Viewsonics, Inc., Shanghai Viewsonics Electronics Co.,
Ltd., Adapt Communication Supply Co. S. Fl. Inc., Northern Technologies
Holdings, Inc., Northern Technologies, Inc., Dura-Line Corporation, Dura-Line
Mexico S.A. de C.V., Dura-Line CT s.r.o., Dura-Line Limited, Dura-Line (Israel)
LTD., Dura-Line International, Inc., Dura-Line Shanghai Plastics Co., Ltd.,
Diversified Wire & Cable, Inc., Bond Holdings, Inc., Bond Technologies, Inc.,
Cable Spec Ltd., Balance Mfg. Services of Southern California, Inc., Balance
Mfg. Services, Inc., BSM, Inc., and Cambridge Products Corporation
(collectively, the "JTP Subsidiaries") shall pay such accrued and unpaid fees
and interest owed by them under the Old Consulting Agreement, as are set forth
in Section I of Exhibit A hereto.
(c) In connection with the termination of the Old Consulting
Agreements, each Subject Company other than the JTP Subsidiaries shall pay such
accrued and unpaid fees and interest owed under the Old Consulting Agreements
as are set forth in Section II of Exhibit A hereto at any time, and from time
to time, prior to January 31, 1998; provided, that any amounts unpaid on and
after January 31, 1998 will be payable upon demand, together with interest
accrued on any unpaid amounts accruing at a rate of 1% for each 30 day period
such amounts remain unpaid.
(d) The Consultants and their direct and indirect affiliates
shall have no liability to any of the Subject Companies on account of any
advice which was rendered to any of them, whether under the Old Consulting
Agreements or otherwise; provided, that the Consultants believed in good faith
that such advice was useful or beneficial to the Subject Companies at the time
it was rendered, including any advice rendered under the Old Consulting
Agreements. The Consultants and their affiliates will not be liable to any of
the Subject Companies as a result of or in connection with services or other
activities performed on behalf of any of them, whether under the Old Consulting
Agreements or otherwise, except with regard to their gross negligence or
willful misconduct.
(e) The Subject Companies will, to the fullest extent permitted
by applicable law, indemnify and hold harmless the Consultants and their direct
and indirect affiliates and associates, and each of their owners, partners,
officers, employees and agents, from and against any loss, liability, damage,
claim or expenses (including the fees and expenses of counsel) arising as a
result or in connection with any services or other activities on behalf of the
Subject Companies, including any services or activities rendered under the Old
Consulting Agreements.
II. Miscellaneous.
(a) This Agreement sets forth the entire understanding of the
parties hereto. This Agreement or any provision hereof may not be modified,
waived, terminated or amended except expressly by an instrument in writing
signed by the Consultants and the Subject Companies.
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(b) This Agreement may not be assigned by any of the parties
without the consent of all of the other parties hereto, and shall be binding
upon and inure to the benefit of the parties and their respective successors
and assigns upon such permitted assignment.
(c) In the event that any provision of this Agreement shall be
held to be void or unenforceable, in whole or in part, the remaining provisions
of this Agreement and the remaining portion of any provision held void or
unenforceable in part shall continue in full force and effect.
(d) Except as otherwise specifically provided herein, notice
given hereunder shall be deemed sufficient if delivered personally or sent by
registered or certified mail to the address of the party for whom intended at
the principal executive offices of such party, or at such other address as such
party may hereafter specify by written notice to the other party.
(e) No waiver by any party of any breach of any provision of this
Agreement shall be deemed a continuing waiver or a waiver of any preceding or
succeeding breach of such provision or of any other provision herein contained.
(f) The Consultants and their respective personnel shall, for
purposes of this Agreement, be independent contractors with respect to the
Subject Companies.
(g) This Agreement shall be governed by the internal laws (and
not the law of conflicts) of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
THE JORDAN COMPANY
By:
------------------------------------
Name: Xxxx X. Xxxxxx, XX
Title: Partner
TJC MANAGEMENT CORPORATION
By:
------------------------------------
Name: G. Xxxxxx Xxxxxx
Title: Secretary
JORDAN INDUSTRIES, INC.
JII, INC.
JI PROPERTIES, INC.
J.I. FINANCE COMPANY
CAPE CRAFTSMAN, INC.
WELCOME HOME, INC.
HOME AGAIN STORES, INC.
THE IMPERIAL ELECTRIC COMPANY
THE XXXXX MOTORS COMPANY
GEAR RESEARCH, INC.
MOTORS AND GEARS HOLDINGS, INC.
MOTORS AND GEARS, INC.
MOTORS AND GEARS INDUSTRIES, INC.
XXXXXX-XXXXX INDUSTRIES, INC.
FIR GROUP HOLDINGS, INC.
MOTORS AND GEARS AMSTERDAM B.V.
MOTORS AND GEARS HOLDINGS
AMSTERDAM B.V.
FIR GROUP HOLDINGS ITALIA, S.r.l.
CONSTRUGIONI INTALIANE MOTORI
ELETTRICI, S.p.a.
SELIOSISTERNI, S.p.a.
FIR ELECTROMECCANICA, S.p.a.
SPL HOLDINGS, INC.
VALMARK INDUSTRIES, INC.
PAMCO PRINTED TAPE & LABEL CO., INC.
SALES PROMOTION ASSOCIATES, INC.
SEABOARD FOLDING BOX CORPORATION
BEEMAK PLASTICS, INC.
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JII/SALES PROMOTION ASSOCIATES, INC.
THE OLD IMPERIAL ELECTRIC COMPANY
THE OLD XXXXX MOTORS COMPANY
OLD GEAR RESEARCH, INC.
DACCO, INCORPORATED
DETROIT TRANSMISSION PRODUCTS CO.
DACCO/DETROIT OF OHIO, INC.
ABC TRANSMISSION PARTS
WAREHOUSE, INC.
DACCO/DETROIT OF MINNESOTA, INC
DACCO/DETROIT OF INDIANA, INC.
DACCO/DETROIT OF
NORTH CAROLINA, INC.
DACCO/DETROIT OF MEMPHIS, INC.
DACCO/DETROIT OF ALABAMA, INC.
DACCO/DETROIT OF MICHIGAN, INC.
DACCO/DETROIT OF TEXAS, INC.
DACCO/DETROIT OF WEST VIRGINIA, INC.
BORG MANUFACTURING
NASHVILLE TRANSMISSION PARTS, INC.
DACCO/DETROIT OF FLORIDA, INC.
DACCO/DETROIT OF COLORADO, INC.
DACCO/DETROIT OF MISSOURI, INC.
DACCO/DETROIT OF ARIZONA, INC.
DACCO/DETROIT OF NEBRASKA, INC.
DACCO/DETROIT OF NEW JERSEY, INC.
DACCO/DETROIT OF OKLAHOMA, INC.
DACCO/DETROIT OF
SOUTH CAROLINA, INC.
DACCO INTERNATIONAL, INC.
XXXXXXX PRECISION PRODUCTS, INC.
SATE-LITE MANUFACTURING COMPANY
RIVERSIDE BOOK AND BIBLE HOUSE,
INCORPORATED
AIM ELECTRONICS CORPORATION
JORDAN TELECOMMUNICATIONS
PRODUCT GROUP, INC.
JORDAN TELECOMMUNICATIONS
PRODUCT GROUP - EUROPE, INC.
VITELEC ELECTRONICS LIMITED
LODAN WEST, INC.
XXXXXXX COMPONENTS, INC.
VIEWSONICS, INC.
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SHANGHAI VIEWSONICS ELECTRONICS
CO., LTD.
ADAPT COMMUNICATION
SUPPLY CO. S. FL., INC.
NORTHERN TECHNOLOGIES
HOLDINGS, INC.
NORTHERN TECHNOLOGIES, INC.
DURA-LINE CORPORATION
DURA-LINE MEXICO S.A. de C.V.
DURA-LINE CT s.r.o.
DURA-LINE LIMITED
DURA-LINE (ISRAEL) LTD
DURA-LINE INTERNATIONAL, INC.
DURA-LINE SHANGHAI PLASTICS CO., LTD.
DIVERSIFIED WIRE & CABLE CO.
BOND HOLDINGS, INC.
BOND TECHNOLOGIES, INC.
CABLE SPEC. LTD.
BALANCE MFG. SERVICES OF
SOUTHERN CALIFORNIA, INC.
BALANCE MFG. SERVICES, INC.
BSM, INC.
CAMBRIDGE PRODUCTS CORPORATION
By:
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Officer
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EXHIBIT A:
[TO COME FROM XXX XXXXXXXXXXX THURSDAY MORNING]
I. Fees and accrued interest for JTP Subsidiaries
Name Fees Interest Consultant
---- ---- -------- ----------
II. Fees and accrued interest for other Subject Companies
Name Fees Interest Consultant
---- ---- -------- ----------
EXHIBIT B:
New Consulting Agreements
