SERVICES AGREEMENT
AGREEMENT, dated as of _______, 1997 between CULBRO CORPORATION, INC., a
Delaware corporation ("Culbro"), and CULBRO LAND RESOURCES, INC., a Delaware
corporation ("CLR").
SUMMARY
WHEREAS pursuant to a Reorganization and Distribution Agreement dated as
of ____________, 1997, (the "Distribution Agreement") between Culbro and CLR,
Culbro is on the date hereof transferring to CLR the CLR Assets and CLR Business
(as such terms are defined in the Distribution Agreement) in anticipation of a
distribution by Culbro of the common stock of CLR to the stockholders of Culbro.
WHEREAS a condition of the closing of the transactions contemplated by the
Distribution Agreement is that Culbro and CLR enter into a services agreement
pursuant to which Culbro shall provide certain services to CLR.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, and intending to be legally bound hereby, the
parties agree as follows:
1. SERVICES.
1.1. Culbro agrees, as agent for CLR, to utilize its employees and
assets to provide certain services ("Services") consistent with the type,
quality and level of such Services provided by Culbro immediately prior to the
date hereof, in connection therewith. The Services to be provided shall include
financial reporting, accounting, data processing/computer, tax, legal, treasury,
credit, office services, insurance, human resources and
engineering/environmental services.
1.2. The Services shall be provided during normal business hours, on
an as-needed basis as CLR shall request, on reasonable notice. CLR shall use
reasonable efforts to ensure that requests for the provision of Services
hereunder shall be scheduled to permit Culbro to effectively manage its
businesses.
1.3. CLR shall pay Culbro such amount for the Services as reflects
the costs incurred by Culbro in providing such Services. Culbro shall, upon
request by CLR, make available to CLR or its representatives such records and
information as are reasonably necessary to enable CLR to verify that such
charges so reflect the costs incurred by Culbro.
1.4. CLR shall reimburse Culbro for out-of-pocket expenses incurred
by Culbro employees in the performance of the Services.
1.5. The Services shall be performed and used in compliance with the
applicable provisions of the Distribution Agreement.
2. AIRCRAFT.
2.1. Culbro shall make available to CLR its "Astra Jet" aircraft
(the "Aircraft"), staffed with all necessary personnel for use by CLR in
connection with its business at such times as CLR
shall request on reasonable notice; provided however that such use by CLR shall
not unreasonably interfere with use by Culbro of the Aircraft.
2.2. CLR shall pay Culbro $750 per hour, or part thereof, flown by
the Aircraft on CLR business, as recorded in the log maintained by the pilot for
such purpose. CLR business shall include, without limitation, flying hours
logged returning the Aircraft to Peterboro Airport, N.J., on completion of use
by CLR.
3. INVOICE AND PAYMENT. CLR shall invoice once each month for the Services
performed and the use of the Aircraft during the prior month and Culbro shall
pay CLR for such Services and use not later than 30 days from the date of the
invoice.
4. CONTRACTUAL RELATIONSHIP. The relationship between Culbro and CLR under
this Agreement shall be that of principal and agent in respect of the services
to be performed hereunder. In no event is the relationship of CLR intended to be
that of employer and employee and in no event is either party to be deemed or
purported to be the partner or joint venturer of the other for any purpose
whatsoever.
5. TERM. The term of this Agreement shall be one (1) year from the date
hereof.
6. LIMITATION OF LIABILITY. CLR shall have no liability whatsoever to
Culbro or to any third party for any loss, liability, damage, cost or deficiency
(collectively, "Losses"), or for any claim for Losses, including, without
limitation, Losses or claims for personal injury, death or property damage,
warranty, tort or products liability, resulting from, caused by or arising out
of CLR's performance under this Agreement except for claims arising out of the
gross negligence or willful default or breach of CLR hereunder. In no event
shall CLR have liability to Culbro or to any third party for indirect, special
or consequential damages or loss of profits, except with respect to its willful
default or beach, or for punitive damages for any reason whatsoever.
7. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by facsimile
transmission, telexed or mailed by overnight delivery service or by registered
or certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice; provided that notices of a change of address shall be
effective only upon receipt thereof):
(a) if to Culbro:
000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: __________________
(b) if to CLR:
______________________________
__________, Connecticut ______
Attention: __________________
8. ASSIGNMENT. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any
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party hereto without the prior written consent of the other party (other than to
an affiliate of CLR). Any purported assignment in violation of the provisions
hereof shall be void.
9. GOVERNING LAW This Agreement shall be governed by the laws of the State
of New York (regardless of the laws that might otherwise govern under applicable
New York conflict of laws principles) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.
10. SUITS IN NEW YORK. The parties agree that any action or proceeding
relating in any way to this Agreement shall be brought and enforced in the
Supreme Court of the State of New York for Nassau County or the United States
District Court for the Eastern District of New York and the parties hereby waive
any objection to jurisdiction or venue in any such proceeding commenced in such
court.
11. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. INTERPRETATION. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement.
13. SEVERANCE. In the event that any provision of this Agreement is
declared illegal, invalid or unenforceable or contrary to law, it shall not
affect any other provision in the Agreement.
14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof.
This agreement supersedes all prior agreements and understanding between the
parties with respect to the transaction contemplated hereby.
IN WITNESS WHEREOF, each of Culbro and CLR has caused this Agreement to be
executed by its duly authorized officer as of the date first above written.
CULBRO CORPORATION, INC.
By:______________________________________
Name:
Title:
CULBRO LAND RESOURCES, INC.
By:______________________________________
Name:
Title:
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