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EXHIBIT 10.6
SERVICE AND REIMBURSEMENT AGREEMENT
Agreement dated as of July 1, 1997 by and between Capricorn
Management, G.P., a Delaware general partnership ("CM"), and NATCO Group Inc.,
a Delaware corporation ("NATCO").
WHEREAS, CM has in prior periods provided certain services and
received certain reimbursements from NATCO, its predecessors and subsidiaries;
and
WHEREAS, CM and NATCO wish to set forth a written agreement or to
such services and reimbursements in future periods;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter contained, the parties hereto agree as follows:
1. During the term of this Agreement, CM shall provide NATCO with advisory,
information and research services, administrative support and use of office
facilities at 00 Xxxx Xxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx.
2. CM shall provide the services described in Section 1 commencing July 1,
1997 and shall continue to do so until termination of this Agreement as
provided in Section 5.
3. As compensation hereunder during the term of this Agreement, NATCO shall
pay to CM a payment of $75,000 per year, payable in advance in quarterly
installments of $18,750 on January 1st, April 1st, July 1st and October 1st
of each year, commencing July 1, 1997.
In addition to the payments described above in this Section 3, CM will also
be entitled to have NATCO reimburse it for all reasonable out-of-pocket
expenses incurred by CM and/or its officers and employees in support of
NATCO as NATCO may from time to time request.
4. Neither CM nor any its affiliates nor any of the partners, directors,
employees and agents of any of the foregoing (collectively, the
"Indemnified Parties") shall have any liability (whether direct or
indirect, in contract or tort or otherwise) to NATCO for any losses,
claims, damages, liabilities or expenses (including reasonable attorneys'
fees) (collectively, "Damages") asserted against or incurred by NATCO or
any of the employees, agents or third parties providing services to NATCO
arising out of, resulting from or in connection with any of the services or
facilities to be provided by CM pursuant to this Agreement. NATCO will, to
the maximum extent permitted by law, indemnify any and all of the
Indemnified Parties for any and all Damages, judgments, interest on such
judgments, fines, penalties, charges, costs, amount paid in settlement and
reasonable attorneys' fees incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or
appeal taken form the foregoing
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by or before any court or governmental, administrative or other regulatory
agency, body or commission, whether pending or threatened, whether or not
any Indemnified Party is or may be party thereto, including interest on any
of the foregoing, which arise out of, relate to or are in connection with
any of the services or facilities to be provided by CM pursuant to this
Agreement (collectively, "Indemnified Damages"), except for any such
Indemnified Damages to the extent such Indemnified Damages are found by a
court of competent jurisdiction to have resulted primarily from the gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification.
5. This Agreement shall expire on June 30, 1998 unless terminated earlier by
(i) the dissolution of either of the parties, or (ii) the mutual consent of
the parties. Notwithstanding the foregoing, the Agreement shall be extended
automatically for one additional year unless either party notifies the
other party in writing at least thirty (30) days in advance of its
scheduled expiration that the Agreement will be allowed to expire according
to this Section 5.
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In witness whereof, the parties hereto have executed this Service and
Reimbursement Agreement as of the day first above written.
CAPRICORN MANAGEMENT, G.P.
by Xxxxxxx & Associates, Inc.
by /s/ Xxxxxxx X. Xxxxxxx
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(Managing General Partner)
NATCO Group Inc.
by /s/ XXXXXXXXX X. XXXXXXX
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Xxxxxxxxx X. Xxxxxxx
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