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TRANSITIONAL SERVICES AGREEMENT
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AGREEMENT, entered into and effective as of the 31st day of
December, 1996 (the "Effective Date"), by and between Navistar International
Transportation Corp., a Delaware corporation, with its principal place of
business at 000 Xxxxx Xxxxxxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
("Provider"), and Core Materials Corporation, a Delaware corporation, with its
principal place of business at 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxx 00000,
("Buyer") (Buyer and Provider are at times referred to herein individually as a
"Party" and collectively as the "Parties").
WITNESSETH
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WHEREAS, Provider and RYMAC Mortgage Investment Corporation ("RYMAC")
have entered into an Asset Purchase Agreement dated as of September 12, 1996, as
amended (the "Purchase Agreement") pursuant to which Buyer (as successor to
RYMAC) agreed to purchase those certain assets of Provider's Columbus Plastics
Division business as described in the Purchase Agreement (the "Plastics
Business"); and
WHEREAS, as set forth in Section 8(j) of the Purchase Agreement,
Provider agreed to make available to Buyer certain transitional administrative
and support services for the Plastics Business for a limited period after the
completion of the sale in accordance with the terms of this Agreement.
NOW, THEREFORE, subject to the terms, conditions, covenants and
provisions of this Agreement, Provider and Buyer mutually covenant and agree as
follows:
ARTICLE I.
SERVICES PROVIDED
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1.1 TRANSITIONAL SERVICES. Upon the terms and subject to the conditions
set forth in this Agreement, Provider will provide to Buyer for the Plastics
Business each of those administrative and support services listed in APPENDIX A,
which is attached to and made part of this Agreement (hereinafter referred to
individually as a "Transitional Service", and collectively as the "Transitional
Services"), during the time period for each Transitional Service set forth on
APPENDIX A, (hereinafter referred to as the "Time Periods" for all of the
Transitional Services, and the "Time Period" for each Transitional Service).
1.2 PERSONNEL. (a) In providing the Transitional Services, Provider, as
it deems necessary or appropriate in its sole discretion, may (i) use such
personnel of Provider or its affiliates, and (ii) employ the services of third
parties to the extent such third party services are routinely utilized to
provide similar services to other Provider businesses or are reasonably
necessary for the efficient performance of any of such Transitional Services.
(b) Buyer agrees that Provider shall be entitled to use a
reasonable amount of the services of those former employees of Provider, who
were employed by Buyer as a result of
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the acquisition of the Plastics Business by Buyer, in the provision of the
Transitional Services, which employees shall be made available by Buyer to
Provider for this purpose.
1.3 LEVEL OF TRANSITIONAL SERVICES. (a) Nothing in this Agreement shall
require Provider to favor the Plastics Business over its own businesses or those
of any of its affiliates, subsidiaries or divisions. Provider shall devote such
time and attention as are reasonably necessary to provide the Transitional
Services required hereunder.
(b) Unless otherwise specifically set forth in the Appendixes
attached hereto, it is the intention of the parties that Buyer's use of any
Transitional Service that Buyer elects to use shall not be higher than the level
of use required by the Plastics Business prior to the acquisition thereof by
Buyer. In no event shall Buyer be entitled to any new service or to increase its
use of any of the Transitional Services above that level of use without the
prior written consent of Provider, which consent may be withheld by Provider for
any or no reason in its sole and absolute discretion.
(c) As procedures, policies and services evolve and change
with respect to its own operations, Provider reserves the right to make
corresponding changes to the Transitional Services to be performed hereunder and
to the procedures and policies used to provide and implement the Transitional
Services. Provider shall not be required to provide Buyer extraordinary levels
of Transitional Services, special studies, training, or the like or the
advantage of systems, equipment, facilities, training, or improvements procured,
obtained or made after the Effective Date by Provider.
1.4 LIMITATION OF LIABILITY AND WARRANTY. (a) In the absence of
negligence or willful misconduct on Provider's part, Provider shall not be
liable for any claims, liabilities, damages, losses, costs, expenses (including,
but not limited to, settlements, judgments, court costs and reasonable
attorneys' fees), fines and penalties, arising out of any actual or alleged
injury, loss or damage of any nature whatsoever in providing or failing to
provide the Transitional Services to Buyer. Notwithstanding anything to the
contrary contained herein, in the event Provider commits an error with respect
to or incorrectly performs or fails to perform any Transitional Service, at
Buyer's request, Provider shall use reasonable efforts to correct such error,
re-perform or perform such Transitional Service.
(b) In no event shall Provider be liable for any damages
caused by Buyer's failure to perform Buyer's responsibilities hereunder unless
Buyer's failure to perform is caused by Provider's negligence, willful
misconduct or breach of this Agreement. Provider will not be liable to Buyer for
any act or omission of any other entity (other than due to a default by Provider
in any agreement between Provider and such other entity) furnishing any
Transitional Service. Further, Provider will have no liability for lost, altered
or destroyed data in providing any Transitional Service or for any interruption
of any Transitional Services relating to computer or telecommunications services
unless due to Provider's negligence or willful misconduct
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(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN
OR AT LAW OR IN EQUITY, IN NO EVENT SHALL PROVIDER BE LIABLE FOR PUNITIVE,
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (EXCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY
OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR
REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICES,
EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1.5 NO OBLIGATION TO CONTINUE TO USE SERVICES. Buyer shall have no
obligation to continue to use any of the Transitional Services and may delete
any Transitional Service from the Transitional Services that Provider is
providing to Buyer by giving Provider advance written notice of its desire to
delete any or all Transitional Services; PROVIDED, that the deletion of any
Transitional Service can only be effective on the last day of a calendar month.
If any Transitional Service is deleted by Buyer, Provider shall have the option,
in its sole and absolute discretion, to discontinue any related Transitional
Services by providing written notice to Buyer.
1.6 TECHNOLOGY. Any processes, techniques, hardware, software,
copyrights, patents, practices or other technical or proprietary matter related
to, arising from, or used in connection with, the performance by Provider of the
Transitional Services (the "Technology"), and any improvement, modification or
new development in the Technology, shall be the sole and exclusive property of
Provider.
1.7 PROVIDER ACCESS. To the extent reasonably required for Provider
personnel to perform the Transitional Services, Buyer shall provide Provider
personnel with access to its equipment, office space, plants, telecommunications
and computer equipment and systems, and any other areas and equipment.
ARTICLE 2.
COMPENSATION
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2.1 CONSIDERATION. As consideration for the Transitional Services,
Buyer shall pay to Provider the amount specified for each Transitional Service
as set forth in APPENDIX A. If the amount to be paid for any Transitional
Service is described in APPENDIX A as "cost", the use of the term "cost" means
the cost to Provider to provide that Transitional Service to Buyer. If the
amount to be paid for any Service is described on APPENDIX A as "actual hours
incurred", the amount of such fee shall be determined based on (i) all
compensation costs for direct personnel of Provider who perform the Transitional
Services (including, without limitation, payroll, overhead and related amounts),
(ii) travel cost (including meals and lodging expenses) for such personnel and
their successors incurred in connection with the Transitional Services, and
(iii) other ordinary and necessary business expenses incurred by Provider in
connection with the Transitional Services.
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(b) In addition to the payments described in subparagraph (a)
above, Buyer shall reimburse to Provider an amount equal to the sum of (i) all
of the costs, if any, required by any third party incurred by Provider to obtain
consents from such third parties to permit Provider to provide any Transitional
Service to Buyer hereunder (including, without limitation, amounts paid for the
right to continue to use third party software for the benefit of Buyer) ("Third
Party Consent Costs"), plus (ii) any reasonable and customary expenditures made
by Provider on behalf of Buyer pursuant to APPENDIX A to provide the
Transitional Services to Buyer. Such costs and expenditures will be billed to
Buyer in the monthly invoice(s) described in Paragraph 2.3 below. In the event
that Provider will be making any such disbursements of funds on behalf of Buyer,
before any disbursement will be made, Buyer shall, if requested by Provider,
deposit funds equal to an estimated amount of such costs and expenditures into a
bank account designated by Provider. Notwithstanding anything to the contrary in
this subparagraph (b), all Third Party Consent Cost shall be subject to Buyer's
prior approval; provided, however, that in the event Buyer does not approve such
Third Party Consent Cost, Provider shall not be obligated under this Agreement
to perform the Transitional Service to which such Third Party Consent Cost
relates.
2.2 TAXES. Any taxes (other than income taxes) assessed against
Provider on the provision of the Transitional Services shall be reimbursed by
Buyer.
2.3 INVOICES. At the end of each month, each of Provider and its
affiliates or subsidiaries providing the Transitional Services will submit one
invoice to Buyer for (a) all Transitional Services provided to Buyer and its
subsidiaries by such entity, and (b) those costs and expenditures described in
Paragraph 2.1 (b) above incurred by such entity during such month. Such monthly
invoices shall be issued no later than the fifteenth day of each month. Each
invoice shall include documentation supporting each of the invoiced amounts. The
total of this list and supporting detail will equal the invoice total, and will
be provided under separate cover apart from the invoice. All invoices shall be
sent to Buyer at the following address or to such other address as Buyer shall
have specified by notice in writing to Provider:
Core Materials Corporation
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxx 00000
Attn: President
Fax No. (000) 000-0000
2.4 PAYMENT OF INVOICES. (a) Payment of all invoices shall be made by
check or by electronic funds transmission in U.S. Dollars, without any offset or
deduction of any nature whatsoever, within fifteen (15) days of the invoice date
unless otherwise specified in APPENDIX A. All payments made by electronic funds
transmission shall be made to the account set forth below with written
confirmation of payment sent by facsimile to the person set forth below.
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ACCOUNT:
Bank of America, Illinois
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
ABA Routing Number: 000000000
For the account of
Navistar International Transportation Corp.
WRITTEN CONFIRMATION:
Navistar International Transportation Corp.
000 Xxxxx Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Vice President and Treasurer
Fax No. (000) 000-0000
All payments made by check shall be sent by U.S. Mail, postage prepaid, to the
following address:
Navistar International Transportation Corp.
000 Xxxxx Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Vice President and Treasurer
ARTICLE 3.
CONFIDENTIALITY
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3.1 OBLIGATION. (a) In addition to any obligations of confidentiality
pursuant to other agreements between the Parties, without the prior written
consent of the other Party, each Party shall hold in confidence and not disclose
to any third party any confidential information received by it from the other
Party during the provision of the Transitional Services, including, without
limitation, information which is not related to the Transitional Services.
(b) Subject to the terms of any other written agreement
between the Parties, each Party agrees that it shall only use the information
received by it from the other Party in connection with the provision or receipt
of the Transitional Services, and for no other purpose whatsoever.
(c) For the purposes of this Agreement, confidential
information shall not include information:
(i) which is or becomes part of the public domain
other than through breach of this Agreement or through the fault of the
receiving Party;
(ii) which is or becomes available to the receiving
Party from a source other than the disclosing Party, which source has no
obligation of confidentiality to the disclosing Party in respect thereof;
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(iii) which is required to be disclosed by law or
government order; or
(iv) the disclosure of which is mutually agreed to by
the Parties.
3.2 EFFECTIVENESS. The foregoing obligation of confidentiality shall be
in effect during the term of this Agreement and any extensions thereof and for a
period of seven (7) years after the termination or expiration of this Agreement.
3.3 CARE AND INADVERTENT DISCLOSURE. With respect to any confidential
information, each Party agrees as follows:
(a) it shall use the same degree of care in safeguarding said
information as it uses to safeguard its own information which must be held in
confidence; and
(b) upon the discovery of any inadvertent disclosure or
unauthorized use of said information, or upon obtaining notice of such a
disclosure or use from the other Party, it shall take all necessary actions to
prevent any further inadvertent disclosure or unauthorized use, and, subject to
the provisions of Paragraph 1.4 above, such other Party shall be entitled to
pursue any other remedy which may be available to it.
ARTICLE 4.
TERM AND TERMINATION
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4.1 TERM. This Agreement shall become effective on the Effective Date
and shall remain in force until the earlier of (i) three (3) years from the date
hereof or (ii) the expiration of the longest Time Period, unless all of the
Transitional Services are deleted by Buyer in accordance with Paragraph 1.5
above (in which case this Agreement shall terminate when all of the Transitional
Services are so deleted), or this Agreement is terminated under Paragraph 4.2,
6.7 or 6.11 below prior to the end of such period.
4.2 TERMINATION. (a) If either Party (hereafter called the "Defaulting
Party") shall fail to perform or default in the performance of any of its
obligations under this Agreement (other than as described in subparagraph (b)
below), the other Party (hereinafter called the "Non-Defaulting Party") may give
written notice to the Defaulting Party specifying the nature of such failure or
default and stating that the Non-Defaulting Party intends to terminate this
Agreement if such failure or default is not cured within forty five (45) days of
such written notice. If any failure or default so specified is not cured within
such forty five (45) day period, the Non-Defaulting Party may elect to
immediately terminate this Agreement; PROVIDED, HOWEVER, that if the failure or
default relates to a dispute made in good faith by the Defaulting Party, the
Non-Defaulting Party may not terminate this Agreement pending the resolution of
such dispute. Such termination shall be effective upon giving a written notice
of termination from the Non-Defaulting Party to the
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Defaulting Party and shall be without prejudice to any other remedy which may be
available to the Non-Defaulting Party against the Defaulting Party.
(b) Notwithstanding the provisions of subparagraph (a) above,
Provider may immediately terminate this Agreement upon written notice to Buyer
if Buyer fails to make any payment hereunder within fifteen (15) days of the due
date thereof.
(c) Either Party may immediately terminate this Agreement by a
written notice to the other without any prior notice upon the occurrence of any
of the following events:
(i) the other Party enters into proceedings in
bankruptcy or insolvency;
(ii) the other Party shall make an assignment for
benefit of creditors;
(iii) a petition shall be filed against the other
Party under a bankruptcy law, a corporate reorganization law, or any other law
for relief of debtors (or similar law in purpose or effect); or
(iv) the other Party enters into liquidation or
dissolution proceedings.
4.3 BUYER'S ADMINISTRATIVE AND SUPPORT SERVICES. (a) Buyer acknowledges
that Provider is providing the Transitional Services as an accommodation to
Buyer to allow Buyer a period of time to obtain its own or alternative
administrative and support services. During the term of this Agreement, Buyer
agrees that it shall take all steps necessary to obtain its own or alternative
administrative and support services prior to the expiration of the Time Period
for each Transitional Service.
(b) Buyer specifically agrees and acknowledges that all
obligations of Provider to provide each Transitional Service shall immediately
cease upon the expiration of the Time Period for such Transitional Service, and
Provider's obligations to provide all of the Transitional Services shall
immediately cease upon the termination of this Agreement. Upon the cessation of
Provider's obligation to provide any Transitional Service, Buyer shall
immediately cease using, directly or indirectly, such Transitional Service
(including, without limitation, any and all Provider software or third party
software provided through Provider telecommunications services or equipment, or
computer systems or equipment).
(c) PROVIDER SHALL HAVE NO LIABILITY OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL OR PUNITIVE DAMAGES) TO BUYER, OR TO ANYONE CLAIMING BY OR THROUGH
BUYER, FOR PROVIDER'S CEASING TO PROVIDE ANY TRANSITIONAL SERVICE UPON THE
EXPIRATION OF THE TIME PERIOD FOR SUCH TRANSITIONAL SERVICE OR THE TERMINATION
OF THIS AGREEMENT.
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4.4 SURVIVAL OF CERTAIN OBLIGATIONS. Without prejudice to the survival
of the other agreements of the Parties, the following obligations shall survive
the termination of this Agreement: (a) for the period set forth therein, the
obligations of each Party under Articles 3, 4 and 5, and (b) Provider's right to
receive the compensation for the Transitional Services provided, and
reimbursement of the costs and expenditures described in Paragraph 2. I above
incurred, prior to the effective date of termination.
ARTICLE 5.
INDEMNITIES
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5.1 INDEMNITY BY PROVIDER. Subject to the limitations set forth in
Paragraphs 1.4 and 4.3 above, Provider shall indemnify, defend and hold Buyer
harmless against any and all claims, liabilities, damages, losses, costs,
expenses (including, but not limited to, settlements, judgments, court costs and
reasonable attorney's fees), fines and penalties arising out of any actual
injury, loss or damage of any nature whatsoever due or relating to the provision
of or failure to provide the Transitional Services, only if such amounts are a
result of the negligence or reckless or willful misconduct of the personnel of
Provider and/or any contract personnel who are managed and directed by Provider.
5.2 INDEMNITY BY BUYER. Buyer shall indemnify, defend and hold Provider
harmless against any and all claims, liabilities, damages losses, costs,
expenses (including, but not limited to, settlements, judgments, court costs and
reasonable attorneys' fees), fines and penalties arising out of any injury or
death, and any loss or damage of any nature whatsoever (including, without
limitation, loss of or damage to property, or damage to the environment) arising
out of the operations and activities of Buyer, except for losses, liabilities,
obligations, costs, expenses or damages which are the result of the negligence,
gross negligence or willful misconduct of the personnel of Provider and/or any
contract personnel who are under contract with Provider.
5.3 TERM OF INDEMNITY. The indemnities contained in this Article shall
survive for a period of three (3) year after the termination of this Agreement
for any reason.
ARTICLE 6.
MISCELLANEOUS
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6.1 AMENDMENT. This Agreement shall not be amended or modified except
in writing signed by the Parties.
6.2 SUCCESSORS AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors and
permitted assigns. The Buyer shall not assign this Agreement or any rights
herein without the prior written consent of Provider, which may be withheld for
any or no reason.
6.3 MERGER. All understandings, representations, warranties and
agreements, if any, heretofore existing between the Parties regarding the
Transitional Services are merged into this Agreement, including the Appendices
attached hereto, which fully and completely express the
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agreement of the Parties with respect to the subject matter hereof. The Parties
have entered into this Agreement after adequate investigation with neither Party
relying upon any statement or representation not contained in this Agreement or
the Appendices attached hereto.
6.4 NOTICES. All notices, consents, requests, approvals, and other
communications provided for or required herein, and all legal process in regard
thereto, must be in writing and shall be deemed validly given, made or served,
(a) when delivered personally or sent by telecopy to the facsimile number
indicated below with a required confirmation copy sent in accordance with
subparagraph (c) below; or (b) on the next business day after delivery to a
nationally-recognized express delivery service with instructions and payment for
overnight delivery; or (c) on the third day after deposited in any depository
regularly maintained by the United States postal service, postage prepaid,
certified or registered mail, return receipt requested, addressed to the
following addresses or to such other address as the Party to be notified shall
have specified to the other Party in accordance with this paragraph:
If to Provider: Navistar International Transportation Corp.
000 Xxxxx Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Vice President and Treasurer
If to Buyer: Core Materials Corporation
000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxx 00000
Attn: President
6.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the United States of America and the State of Ohio.
6.6 HEADINGS. The various headings used in this Agreement are for
convenience only and are not to be used in interpreting the text of the Articles
or Paragraphs in which they appear or to which they relate.
6.7 SEVERABILITY. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law. If any portion of this Agreement is declared invalid for any
reason in any jurisdiction, such declaration shall have no effect upon the
remaining portions of this Agreement, which shall continue in full force and
effect as if this Agreement had been executed with the invalid portions thereof
deleted; PROVIDED, that the entirety of this Agreement shall continue in full
force and effect in all other jurisdictions. Notwithstanding the foregoing, if
the portion of this Agreement which is declared invalid has the effect of
reducing the compensation due hereunder or preventing the reimbursement of the
costs and expenditures described in Paragraph 2.1(b) above, Provider, at its
sole discretion, may terminate this Agreement by providing thirty (30) days
written notice to Buyer.
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6.8 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
6.9 RIGHTS OF THE PARTIES. Nothing expressed or implied in this
Agreement is intended or will be construed to confer upon or give any person or
entity, other than the Parties and their respective subsidiaries and affiliates,
any rights or remedies under or by reason of this Agreement or any transaction
contemplated hereby.
6.10 RESERVATION OF RIGHTS. Either Party's waiver of any of its
remedies afforded hereunder or at law is without prejudice and shall not operate
to waive any other remedies which that Party shall have available to it, nor
shall such waiver operate to waive the Party's rights to any remedies due to a
future breach, whether of a similar or different nature.
6.11 FORCE MAJEURE. Any failure or omission by Provider in the
performance of any obligation under this Agreement on its part to be performed
shall not be deemed a breach of this Agreement or create any liability, if the
same arises from any cause or causes beyond the control of Provider, including,
but not limited to, the following, which, for purposes of this Agreement shall
be regarded as beyond the control of Provider: acts of God, fire, storm, flood,
earthquake, governmental regulation or direction, acts of the public enemy, war,
rebellion, insurrection riot, invasion, strike or lockout; PROVIDED, HOWEVER,
that Provider shall resume the performance whenever such causes are removed.
Notwithstanding the foregoing, if Provider cannot perform under this Agreement
for a period of five (5) days due to such cause or causes, Buyer may terminate
this Agreement by providing written notice to Provider.
6.12 RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed
that in rendering the Transitional Services hereunder, Provider is acting as an
independent contractor and that this Agreement does not constitute either Party
as an employee, agent or other representative of the other Party for any purpose
whatsoever. Neither Party has the right or authority, to enter into any
contract, warranty, guarantee or other undertaking in the name or for the
account of the other Party, or to assume or create any obligation or liability
of any kind, express or implied, on behalf of the other Party, or to bind the
other Party in any manner whatsoever, or to hold itself out as having any right,
power or authority to create any such obligation or liability on behalf of the
other or to bind the other Party in any manner whatsoever (except as to any
actions taken by either Party at the express written request and direction of
the other Party).
6.13 CONFLICT. In case of conflict between the terms and conditions of
this Agreement and any Appendix, the terms and conditions of such Appendix shall
control and govern as it relates to the Transitional Service to which those
terms and conditions apply.
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IN WITNESS WHEREOF, the parties hereto have caused this Transitional
Services Agreement to be executed the day and year first above written.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
CORE MATERIALS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
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APPENDIX A
TRANSITIONAL SERVICES AGREEMENT
FUNCTION BASIS TIME PERIOD
FOR CHARGE
I. DIRECT SERVICES
A. Internal financial reporting Actual hours incurred One (1) Year
B. Tax return preparation (pro forma Actual hours incurred One (1) Year
basis only) for local, state and
federal income tax, personal property
and real estate tax with respect to
Plastics Business property only, and
employee withholding tax
C. Property records (plant and Actual hours incurred One (1) Year
equipment)
D. Corporate computer systems Actual hours incurred One (1) Year
II. INDIRECT SERVICES
A. Billing invoices and accounts Cost and Actual Hours One (1) Year
receivable Incurred
B. Purchasing, accounts payable and Cost and Actual Hours One (1) Year
cash disbursements Incurred
C. Payroll Cost and Actual Hours One (1) Year
Incurred
D. Corporate transportation and freight Cost and Actual Hours One (1) Year
Incurred
E. Life insurance/survivor benefit Cost and Actual Hours Three (3) Years
objective Incurred
F. Occupational Health Safety Cost and Actual Hours Three (3) Years
Incurred
G. Car Pool Cost and Actual Hours Six (6) Months
Incurred
H. Workers Compensation Cost and Actual Hours Three (3) Years
Administration Incurred
I. Navcom phone system Cost and Actual Hours Six (6) Months
Incurred
J. Procure, on Buyer's behalf, property Cost and Actual Hours Three (3) Years
and business interruption insurance, Incurred
primary general liability, automobile
liability, D&O insurance, fidelity and
other liability and casualty insurance
relating to Buyer's business as
requested by Buyer
K. Health care - Active employees Cost One (I) Year
- Retired employees Cost Three (3) Years
L. Pension - Actuarial Cost Three (3) Years
- Benefit Payment Cost Three (3) Years
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