This Agreement is made as of June 6, 2002 between Metalydyne Corporation
("Metaldyne"), a Delaware corporation, and TriMas Corporation, a Delaware
corporation ("TriMas").
WHEREAS, Heartland Industrial Partners, L.P. has entered into a Stock
Purchase Agreement (the "Purchase Agreement") dated as of May 17, 2002 with
Metaldyne and TriMas to acquire approximately 66% of the capital stock of
TriMas;
WHEREAS, TriMas desires that Metaldyne provide, and Metaldyne is willing to
provide, either directly or through its subsidiaries, certain services and
facilities on the terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereby agree as follows:
1. Services. Metaldyne shall provide to TriMas and its subsidiaries the
services (the "Services") set forth on Schedule A hereto; provided, however,
Metaldyne shall make available the services entitled "General Legal Services"
and "Specialty Legal Services" only to the extent consistent with applicable
standards of professional responsibility. In addition, Metaldyne acknowledges
that due to its longstanding relationship with TriMas Metaldyne and certain of
its employees possess historical information and knowledge related to TriMas'
business operations and agrees, upon reasonable request, to allow TriMas access
to such information and personnel. Metaldyne shall furnish the Services and
access at the reasonable request of TriMas, provided that Metaldyne shall not be
required to disrupt the provision of services for its own business purposes and
shall not be obligated to retain additional employees in order to accommodate
TriMas, requirements for Services other than in the ordinary course of business.
In addition, Metaldyne shall provide data processing equipment, if needed, in
Metaldyne's corporate office at 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx.
2. Compensation. TriMas will pay Metaldyne an annual fee of $2.5 million
for the Services, payable in advance in equal quarterly installments of $625,000
for the term of this agreement, less any amounts equal to the cost of any of the
Services that are assumed directly by TriMas or any of its subsidiaries,
provided, however, in the event of a mutual decision to extend the term of this
agreement, compensation shall be renegotiated by the parties in good faith,
subject to the provisions of Section 4 hereof. The parties recognize that TriMas
may, in the future, hire certain support and administrative staff to be employed
solely by TriMas or one of its subsidiaries and incur other expenses for
equipment, services or space (whether direct or through third parties) to
replace the Services or provide for Services to share with Metaldyne; to the
extent any of the cost of the foregoing would offset the fee, TriMas shall
supply detail concerning the cost to Metaldyne.
3. Additional Services. Additional services, facilities and other items
made available by Metaldyne to its operating units which are not covered by the
base fee will similarly be made available to TriMas and its subsidiaries upon
consent by Metaldyne (which consent will not be unreasonably withheld), except
if the provision of such services, facilities and other items would be in
contravention of law. The charges for additional services, facilities and other
items shall be determined from time to time by Metaldyne, but TriMas and its
subsidiaries shall have no obligation to purchase or use any such additional
services, facilities or other items.
4. Term. The term of this agreement shall be from the date hereof through
the first anniversary of the date hereof; provided, however, that this agreement
will be subject to renewal at the election of the parties, and the term extended
for additional one-year periods beyond the end of the then current term and on
each anniversary date thereafter; provided, further, that any extension of this
agreement shall be subject to Section 4.10 of the Metaldyne Shareholders
Agreement dated November 28, 2000; provided, further, that such termination
shall not relieve a party of its obligations accruing through the effective date
of such termination.
5. No Liability. In providing services, equipment and facilities hereunder,
Metaldyne and TriMas shall each have a duty to act, and to cause their
respective employees to act, in a reasonable and prudent manner. Neither
Metaldyne or its subsidiaries, nor any officer, director, employee or agent of
Metaldyne or its subsidiaries, nor TriMas or any of its subsidiaries, nor any
officer, director, employee or agent of TriMas or any of its subsidiaries, shall
be liable for any loss incurred in connection with the matters to which this
agreement relates, except a loss resulting from willful misfeasance or bad
faith.
6. Independent Contractor. The selection of Metaldyne employees to provide
services hereunder shall be determined by Metaldyne and such employees shall be
the employees of Metaldyne. All work performed hereunder by Metaldyne shall be
performed by Metaldyne as an independent contractor.
7. Confidentiality. Metaldyne and TriMas shall take reasonable measures to
keep confidential all information concerning the other which is acquired in the
course of performing services hereunder and which is of a nature customarily
considered to be confidential by them.
8. Assignment. This Agreement shall not be assigned by TriMas without the
express written consent of Metaldyne, except for an assignment by TriMas to a
successor to substantially all of its business.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
TRIMAS CORPORATION METALDYNE CORPORATION
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
----------------------------- ---------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxx X. Xxxx
Title: President Title: Executive Vice President
and Chief Executive
Officer
Schedule A
Services
o Human Resources and related corporate support
o Management Information Systems
o Treasury Services
o General Legal Services
o Risk Management
o Specialty Legal Services
o Intellectual Property
o Litigation Support
o Employee Issues
o Environmental
o Tax
o SEC Compliance
o Accounting and Reporting Services
o Audit
o General Accounting
o Professional
o Website support
