LAB HOLDINGS, INC.
FACILITIES SHARING AND INTERIM SERVICES AGREEMENT
This FACILITIES SHARING AND INTERIM SERVICES AGREEMENT is made as of the
1st day of June, 1998, between Lab Holdings, Inc., a Missouri corporation
("Holdings"), SLH CORPORATION., a Kansas corporation ("SLH") and SYNTROLEUM
CORPORATION, an Oklahoma corporation ("Syntroleum").
RECITAL
SLH is a former subsidiary of Holdings and is the lessee of 3,400 square
feet of office space at 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxxxx,
Xxxxxx 00000 (the "Office"). Pursuant to a "Sublease and Services Agreement,"
dated as of June 1, 1997 (the "Services Agreement") SLH has been providing
Holdings with certain consulting services ("SLH Consulting Services"). SLH now
proposes to engage in a merger pursuant to which Syntroleum will be merged into
SLH (the "Merger") with the name of the surviving entity being Syntroleum (the
"Survivor"). The parties desire to terminate the SLH Consulting Services at the
effective time of the Merger, make certain provisions with Holdings such that
Holdings may continue to use certain of the space in the Office, and make
certain provisions so that Holdings may provide the Survivor with certain
consulting services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and intending to be legally bound thereby, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
1.01 DEFINITIONS AND TERMS. Except as otherwise provided herein, the
capitalized terms in this agreement shall have the same meaning as those terms
are defined to have in that certain Agreement and Plan of Merger among SLH and
Syntroleum, dated as of March 30, 1998 (the "Merger Agreement").
ARTICLE II
FACILITIES AND SERVICES
2.01 AGREEMENT TO PROVIDE FACILITIES AND SERVICES. Subject to the terms
and conditions hereof immediately after the Effective Time, Holdings agrees to
provide to Survivor during the term specified in Section 2.03 (the "Term") all
services required by Survivor (the "Services"):
(a) with respect to the provision to Survivor of historical
information relating to the accounting, bookkeeping, tax and business
activities of SLH and its subsidiaries to the extent that the necessary books
and records of Survivor are made available to Holdings;
(b) for the management of the operations of all of the subsidiaries
of Survivor that are identified in Exhibit 21 to the Form 10-K of SLH for the
year ended December 31, 1997.
Services to be provided hereunder shall be provided on a reasonably timely
basis. The Services provided hereunder shall be provided in exchange for the
facilities to be provided by Survivor to Holdings as set forth in Section 2.02
hereof. Periodic time and expense records shall be submitted by Holdings to
Survivor for services provided hereunder.
2.02 AGREEMENT TO PROVIDE FACILITIES AND SERVICES. Subject to the terms
and conditions hereof Survivor agrees to provide Holdings and Holdings agrees to
accept during the Term the use of a portion of Survivor's facilities at the
Office for up to seven Holdings' officers and employees, including the Holdings
employees performing Services for Survivor under Section 2.01. The Office
facilities provided Holdings shall include appropriate office space, furniture,
equipment and supplies to support the day to day activities of such personnel
during the term of this agreement and up to 144 square feet of file storage
space. The Office facilities provided Holdings hereunder shall be provided in
exchange for the Services to be provided by Holdings to Survivor as set forth in
Section 2.02 hereof; provided, however, following the Merger, Holdings and
Survivor will review the amount of Services provided under Section 2.01 and
Office facilities provided under Section 2.02 and each will reimburse the other
to the extent that the exchange of Office facilities for Services is not of
reasonably equivalent market value.
2.03 TERM. This Agreement shall be effective at the Effective Time of the
Merger and shall continue until terminated by either party by giving written
notice to the other party of termination to become effective as of the end of
the month following the month in which notice of termination is given.
ARTICLE III
MISCELLANEOUS
3.01 TERMINATION OF THE SERVICES AGREEMENT. At the effective time the
Services Agreement will immediately terminate such that following the Effective
Time, Survivor shall have no further obligation to Holdings to provide Holdings
with any SLH Consulting Services or to provide any facilities to Holdings other
than as contemplated under Section 2.02 of this Agreement.
3.02 CERTAIN PROVISIONS OF ASSIGNMENT AND ASSUMPTION AGREEMENT. Pursuant
to that certain Blanket Assignment, Xxxx of Sale, Deed and Assumption Agreement,
dated as of February 28, 1997, between Holdings and SLH (the "Assumption
Agreement") Holdings transferred to SLH certain assets and liabilities. Holdings
agrees that the provisions of Section 4.4 (relating to restrictions on payment
of dividends and redemptions of stock) of the Assumption Agreement shall
terminate as of the Effective Time.
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3.03 HOLDINGS INDEMNIFICATION. Survivor agrees to indemnify and hold
harmless Holdings, its officers, agents, employees, directors, representatives
and successors from any claims, liabilities, damages, losses, costs, attorneys
fees, damages and/or liability, worker's compensation and discrimination actions
and/or any other type of civil, administrative or criminal action(s) whether
such action(s) is brought by Holdings's personnel and/or any other third
party(ies), that they, or any one of them, may suffer or sustain as a result of
any claims, demands or causes of action arising out of, or in any way related to
the action or inaction of Survivor relating to Survivor's use of Services
provided to Survivor by Holdings hereunder.
3.04 SURVIVOR INDEMNIFICATION. Holdings agrees to indemnify and hold
harmless Survivor, its officers, agents, employees, directors, representatives
and successors from any claims, liabilities, damages, losses, costs, attorneys
fees, damages and/or liability, worker's compensation and discrimination actions
and/or any other type of civil, administrative or criminal action(s) whether
such action(s) is brought by Survivor's personnel and/or any other third
party(ies), that they, or any one of them, may suffer or sustain as a result of
any claims, demands or causes of action arising out of, or in any way related to
the action or inaction of Holdings relating to Holdings's use of facilities
provided to Holdings by Survivor hereunder.
3.05 FORCE MAJEURE. If either party is unable to perform any of its duties
or fulfill any of its covenants or obligations under this Agreement as a result
of causes beyond its control and without its fault or negligence, including but
not limited to acts of God or government, fire, flood, war, governmental
controls, and labor strife, then such party shall not be deemed to be in default
of this Agreement during the continuance of such events which rendered it unable
to perform; such party shall have such additional time thereafter as is
reasonably necessary to enable it to resume performance of its duties and
obligations under this Agreement; and the party entitled to such performance
shall not be required to pay the other party for such performance to the extent
that such other party is unable to perform. Notwithstanding the foregoing, if
the suspension of a party's obligation to perform under this Agreement is of
such a nature or duration as to substantially frustrate the purpose of this
Agreement, then Survivor or Holdings, as the case may be, shall have the right
to terminate this Agreement by giving to the other 30 days' prior written notice
of termination, in which case termination shall be effective upon the expiration
of such 30-day period unless performance is resumed prior to such expiration.
3.06 SEVERABILITY. The invalidity of any provision of this Agreement as
determined by a court of competent jurisdiction in no way shall affect the
validity of any other provision hereof. If a provision is determined to be
invalid, the parties shall negotiate in good faith in an effort to agree upon a
suitable and equitable alternative provision to effect the
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original intent of the parties.
3.07 TIME OF THE ESSENCE. The parties hereto agree that with respect to
the performance of all terms, conditions and covenants of this Agreement, time
is of the essence.
3.08 CAPTIONS. Section captions are not a part hereof and are merely for
the convenience of the parties.
3.09 BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof, this
Agreement shall bind the parties, their successors and assigns. This Agreement
shall be governed by the laws of the State of Kansas without reference to the
conflict or choice of law provisions thereof.
3.10 ASSIGNMENT. Neither party shall assign or sublease this Agreement or
any Services to be provided hereunder without the prior written consent of the
other, which consent shall not be withheld unreasonably. Notwithstanding the
foregoing, consent shall not be required for an assignment or sublease of this
Agreement or any Service provided hereunder by either party to a corporate
affiliate of such party or to any third party vendor or third party record
keeper who had been providing all or a material portion of the Services to or on
behalf of SLH or Holdings, as the case may be, prior to the date first written
above.
3.11 AMENDMENT. This Agreement may not be amended without the express
written agreement of all parties hereto.
3.12 NOTICES. All notices under this Agreement must be in writing and
delivered personally or sent by United States mail, postage prepaid, addressed
as follows, except that any party by written notice given as aforesaid, may
change its address for subsequent notices to be given hereunder.
If to Holdings:
Lab Holdings, Inc.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000,
Xxxxxxx Xxxxxxx, Xxxxxx 00000
Attention: Chief Financial Officer
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If to SLH:
SLH CORPORATION.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000,
Xxxxxxxx Xxxx, Xxxxxx 00000
Attention: President
If to Survivor:
SYNTROLEUM CORPORATION.
0000 Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000-0000
Attention: President
If to Syntroleum:
SYNTROLEUM CORPORATION.
0000 Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000-0000
Attention: President
Notice sent by U.S. mail will be deemed given when deposited with the U.S.
postal service.
3.13 LIABILITY FOR NONPERFORMANCE. None of the parties hereto nor any
subsidiaries of such parties shall have any liability to each other for failure
to perform its obligations hereunder unless such failure arises out of, directly
or indirectly, the misconduct or gross negligence on the part of the
nonperforming party. Holdings shall not be required to perform any Services (or
any part thereof ) to the extent that performance of such Service (or such part
thereof) would violate any law, rule or regulation.
3.14 INDEPENDENT ENTITIES. In carrying out the provisions of this
Agreement, Holdings and Survivor are and shall be deemed to be for all purposes,
separate and independent entities. Holdings and Survivor shall select their
employees and agents, and such employees and agents shall be under the exclusive
and complete supervision and control of Holdings or Survivor, as the case may
be. Holdings hereby acknowledges responsibility for full payment of wages and
other compensation to its employees and agents engaged in the performance of
Services under this Agreement. It is the express intent of this Agreement that
the relationship of Holdings to Survivor and Survivor to Holdings shall be
solely that of separate and independent companies and not that of a joint
venture, partnership or any other joint relationship.
3.13 NONFIDUCIARY STATUS. In carrying out the provisions of this
Agreement, neither party shall be a fiduciary (as defined in Section 3(21) of
ERISA) with respect to any services or facilities provided hereunder or with
respect to any employee
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benefit plan, program or arrangement maintained by or on behalf of the other
party.
3.14 THIRD PARTY BENEFICIARIES. The provisions of this Agreement are solely
for the benefit of the parties and are not intended to confer upon any person
except the parties any rights or remedies hereunder. There are no third party
beneficiaries of this Agreement, and this Agreement shall not provide any third
person with any remedy, claim, liability, reimbursement, action or other right
in excess of those existing without reference to this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date set forth above, each of which shall, for all purposes,
be deemed an original and all of which shall evidence but one agreement between
the parties hereto.
SLH CORPORATION LAB HOLDINGS, INC.
a Kansas corporation a Missouri corporation
By: /s/ Xxxxx X. Xxxxxx By: /s/Xxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx
---------------------------- ----------------------------
Title: President & CEO Title: EVP, COO & Secretary
--------------------------- ---------------------------
SYNTROLEUM CORPORATION
an Oklahoma corporation
By: /s/ Xxxx X. Xxxx
------------------------------
Name: Xxxx X. Xxxx
----------------------------
Title: President and COO
---------------------------
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