EXHIBIT 10.1
INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as of
January 1, 1995, amends and supersedes that certain Intercorporate Services
Agreement dated as of January 1, 1994 by and between CONTRAN CORPORATION
("Contran"), a Delaware corporation, and KEYSTONE CONSOLIDATED INDUSTRIES, INC.
("Recipient"), a Delaware corporation.
W I T N E S S E T H:
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WHEREAS, employees and agents of Contran and affiliates of Contran perform
management, financial and administrative functions for Recipient without direct
compensation from Recipient; and
WHEREAS, Recipient does not separately maintain the full internal
capability to perform all necessary management, financial and administrative
functions which Recipient requires; and
WHEREAS, it is believed that the cost of maintaining the additional
personnel by Recipient necessary to perform the functions provided for by this
Agreement would exceed the fee set forth in Section 3 of this Agreement and that
the terms of this Agreement are no less favorable to Recipient than could
otherwise be obtained from a third party for comparable services; and
WHEREAS, Recipient desires to continue receiving the management, financial
and administrative services presently provided by Contran and affiliates of
Contran and Contran is willing to continue to provide such services under the
terms of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual premises,
representations and covenants herein contained, the parties hereto mutually
agree as follows:
1. Services to be Provided: Contran agrees to make available to
Recipient, upon request, the following services (the "Services") to be rendered
by the internal staff of Contran and affiliates of Contran:
(a) Consultation and assistance in the development and
implementation of Recipient's corporate business strategies, plans and
objectives.
(b) Consultation and assistance in management and conduct of
corporate affairs and corporate governance consistent with the
Articles of Incorporation and By-Laws of Recipient.
(c) Consultation and assistance in maintenance of financial
records and controls, including preparation and review of periodic
financial statements and reports to be filed with public and
regulatory entities and those required to be prepared for financial
institutions or pursuant to indentures and credit agreements.
(d) Consultation and assistance in cash management and in
arranging financing necessary to implement the business plans of
Recipient.
(e) Consultation and assistance in tax management and
administration including; preparation and filing of tax returns, tax
reporting, examinations by government authorities and tax planning.
(f) Consultation and assistance in performing internal audit and
control functions.
(g) Consultation and assistance with respect to insurance and
risk management.
(h) Consultation and assistance with respect to employee benefit
plans and incentive compensation arrangements.
(i) Such other services as may be requested by Recipient or
deemed necessary and proper from time to time.
2. Miscellaneous Services: It is the intent of the parties hereto that
Contran provide only the Services requested by Recipient in connection with
routine management, financial and administrative functions related to the
ongoing operations of Recipient and not with respect to special projects,
including corporate investments, acquisitions and divestitures. The parties
hereto contemplate that the Services rendered in connection with the conduct of
Recipient's business will be on a scale compared to that existing on the date of
this Agreement, adjusted for internal corporate growth or contraction, but not
for major corporate acquisitions or divestitures, and that adjustments may be
required to the terms of this Agreement in the event of such major corporate
acquisitions, divestitures or special projects. Recipient will continue to bear
all other costs required for outside services including, but not limited to, the
outside services of attorneys, auditors, trustees, transfer agents and
registrars, and it is expressly understood that Contran assumes no liability for
any expenses or services other than those stated in Section 1. In addition to
the fee paid to Contran by Recipient for the Services provided pursuant to this
Agreement, Recipient will pay to Contran the amount of out-of-pocket costs
incurred by Contran in rendering such Services.
3. Fee for Services: Recipient agrees to pay to Contran $125,000.00
quarterly, commencing as of January 1, 1995, pursuant to this Agreement.
4. Original Term: Subject to the provisions of Section 5 hereof, the
original term of this Agreement shall be from January 1, 1995 to December 31,
1995.
5. Extensions. This Agreement shall be extended on a quarter- to-quarter
basis after the expiration of its original term unless written notification is
given by Contran or Recipient thirty (30) days in advance of the first day of
each successive quarter or unless it is superseded by a subsequent written
agreement of the parties hereto.
6. Limitation of Liability. In providing its Services hereunder, Contran
shall have a duty to act, and to cause its agents to act, in a reasonably
prudent manner, but neither Contran nor any officer, director, employee or agent
of Contran or its affiliates shall be liable to Recipient for any error of
judgment or mistake of law or for any loss incurred by Recipient in connection
with the matter to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Contran.
7. Indemnification of Contran by Recipient. Recipient shall indemnify
and hold harmless Contran, its affiliates and their respective officers,
directors and employees from and against any and all losses, liabilities,
claims, damages, costs and expenses (including attorneys' fees and other
expenses of litigation) to which such party may become subject to arising out of
the Services provided by Contran to Recipient hereunder, provided that such
indemnity shall not protect any such party against any liability to which such
person would otherwise be subject to by reason of willful misfeasance, bad faith
or gross negligence.
8. Further Assurances. Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as the other party may reasonably request and as may reasonably
be required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
9. Notices. All communications hereunder shall be in writing and shall
be addressed, if intended for Contran, to Three Lincoln Centre, 0000 XXX
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attention: President, or such other
address as it shall have furnished to Recipient in writing, and if intended for
Recipient, to Three Lincoln Centre, 0000 XXX Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000, Attention: Chairman of the Board, or such other address as it shall
have furnished to Contran in writing.
10. Amendment and Modification. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated other than by agreement
in writing signed by the parties hereto.
11. Successor and Assigns: This Agreement shall be binding upon and inure
to the benefit of Contran and Recipient and their respective successors and
assigns, except that neither party may assign its rights under this Agreement
without the prior written consent of the other party.
12. Governing Law: This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed and delivered as of the date first above written.
CONTRAN CORPORATION
By:
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Xxxxxx X. Xxxxxx
Vice President
KEYSTONE CONSOLIDATED
INDUSTRIES, INC.
By:
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Xxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
