EXHIBIT 10.18
Amendment No. 2 to Corporate Services Agreement
This Amendment is made as of November 28, 2000 between Masco Corporation, a
Delaware corporation ("Masco"), and MascoTech, Inc., a Delaware corporation
("MascoTech") concerning that certain Corporate Services Agreement dated as of
January 1, 1987 and amended as of October 31, 1996 and related letter agreements
dated January 22, 1998 and June 17, 1998 (the "Services Agreement"). All
capitalized terms used and not otherwise defined in this amendment shall have
the meanings ascribed to them in the Services Agreement.
WHEREAS, MascoTech has entered into a Recapitalization Agreement, dated as
of August 1, 2000, with Riverside Company LLC, a Delaware limited liability
company (the "Recapitalization Agreement");
WHEREAS, Masco and other parties have entered into an Exchange and Voting
Agreement dated as of August 1, 2000, with MascoTech (the "Exchange and Voting
Agreement");
WHEREAS, in connection with the Recapitalization Agreement and the Exchange
and Voting Agreement, Masco and MascoTech desire to amend certain provisions of
the Services Agreement as set forth herein.
IN CONSIDERATION OF the mutual covenants and agreements contained in this
Amendment, the parties agree to amend the Services Agreement as follows:
1. Paragraph 1 is hereby amended by inserting the following after the first
sentence thereof:
Notwithstanding the foregoing, beginning January 1, 2001, Masco shall
provide to MascoTech and its subsidiaries only the services listed on
Schedule A hereto; provided, however, Masco shall provide the services
entitled "Litigation Support" only to the extent consistent with applicable
standards of professional responsibility. In addition, Masco acknowledges
that due to its long-standing relationship as a corporate services provider
to MascoTech that Masco and certain of its employees possess historical
information and knowledge related to MascoTech's business operations and
agrees, upon reasonable request, to allow MascoTech access to such
information and personnel.
2. Paragraph 3 is hereby amended by adding the following at the end of such
paragraph:
Notwithstanding the foregoing, on and after January 1, 2001, the fee
for the services to be provided pursuant to the terms hereof shall
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equal such fees as are mutually agreed by the parties hereto; provided,
such fees shall not exceed $3.0 million in fiscal 2001 and $500,000 in
fiscal 2002.
3. Paragraph 5 is hereby amended by deleting it in its entirety and
replacing it with the following:
The term of this Agreement shall be from the date hereof until
December 31, 2002; provided, however, Masco shall not be required to
provide any service to MascoTech pursuant to the terms of the Services
Agreement after the date set forth beside each such service listed on
Schedule A hereto; and provided further, that termination of this Agreement
shall not relieve either party of its obligations accruing hereunder
through the effective date of termination.
4. The parties hereto further agree that an orderly transition of corporate
services is in their mutual best interest and they agree they will each consider
in good faith any request by the other to modify Schedule A and any other
provisions of the Agreement, as amended hereby, that may be impacted by a
modification to Schedule A.
5. Except as expressly amended hereby, the terms and conditions of the
Services Agreement are hereby ratified and confirmed and remain in full force
and effect.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first above written.
MASCO CORPORATION
By: ____________________________
Name:
Title:
MASCOTECH, INC.
By: ____________________________
Name:
Title:
Schedule A
Services
Termination
Services Date
-------- -------
o General Legal Services 05/31/01
o Specialty Legal Services
o Intellectual Property 12/30/01
o Litigation Support 12/31/02
o Employee Issues 12/31/01
o Environmental 12/31/01
o Tax 04/30/01
o IAD 03/31/01
o Benefit Administration 12/31/01
o Retirement Administration 06/30/01
o Property Management 12/31/01
o R&D 06/30/01
o Operational Services 06/30/01
o Consolidation 06/30/01
