EXHIBIT 10.41
RAYTHEON COMPANY
000 XXXXXX XXXXXX
XXXXXXXXX, XXXXXXXXXXXXX 00000
May __, 1998
Alliance Laundry Systems LLC
c/o Bain Capital, Inc.
Two Xxxxxx Place
Boston, Massachusetts 02116
Attention: Mr. Xxxxxx Xxx
Re: Transition Services
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Dear Sirs:
Reference is hereby made to that Agreement and Plan of Merger by and among
Xxxx/RCL, L.L.C., a Delaware limited liability company ("Buyer"), RCL
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Acquisitions, L.L.C., a Delaware limited liability company ("MergeCo"), Raytheon
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Company, a Delaware corporation ("Raytheon"), and Raytheon Commercial Laundry
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LLC, a Delaware limited liability company (the "Company"), dated as of February
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21, 1998 (the "Merger Agreement") pursuant to which MergeCo will merge with and
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into the Company with the Company as the Surviving Entity (as such, the
"Surviving Entity"). Each capitalized term used herein without definition shall
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have the meaning given such term in the Merger Agreement.
Raytheon and the Surviving Entity hereby agree, subject to and effective
upon the consummation of the transactions contemplated by the Merger Agreement,
as follows:
1. Services Provided. Upon a reasonable request from the Surviving Entity for
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the transition support services described in Schedule A attached hereto
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(the "Raytheon Services"), Raytheon agrees to use reasonable efforts to
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provide, directly or by means of its vendors, the Raytheon Services to the
Surviving Entity (it being understood by the parties that "reasonable
efforts" means those efforts consistent with the level at which Raytheon
provided services to the Company prior to the Closing Date). In addition,
the Surviving Entity agrees to provide to Raytheon access to Xxxxxxx Xxxxx,
for twenty-four months from the date hereof, in connection with claims
pending on the date hereof regarding environmental issues at the Omro,
Wisconsin facility (the "RCL Services" and, together, with the Raytheon
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Services, the "Services") so long as (i) such access does not unreasonably
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disrupt her employment obligations with the Surviving Entity or its
subsidiaries and (ii) any obligation of the Surviving Entity in connection
herewith ceases
at such time Xxxxxxx Xxxxx is no longer an employee of the Surviving Entity
or one of its subsidiaries. The parties agree to exercise reasonable
commercial efforts to minimize the period for the provision of the
Services.
2. Compensation. The recipient of Services agrees to compensate the provider
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in accordance with the provider's internal cost accounting or, with respect
to third-party vendors, to reimburse the provider for the Services charged
by such vendors and to provide the recipient with a detailed summary of
such costs. The recipient also agrees to reimburse the provider for any
reasonable out-of-pocket expenses incurred by the provider in connection
with its provision of the Services. The recipient shall pay the provider's
invoice with respect to the foregoing in full within thirty (30) days after
receipt.
3. Indemnification. Upon the occurrence of a breach of this agreement, such
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breach shall be treated as a breach of a representation and warranty under
the Merger Agreement and the breaching party agrees to indemnify and hold
harmless the other party hereto from and against any and all Covered
Liabilities in accordance with the provisions of the Merger Agreement
(including with respect to thresholds and caps upon liability). The remedy
set forth in this paragraph 3 shall be the sole and exclusive remedy with
respect to any breaches of this agreement.
4. Relationship of Parties. Each of the parties hereto is entering into this
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Agreement and will render the Services as an independent contractor.
Neither party shall be considered the employer or joint employer of the
other party's employees. Each party shall be solely responsible for
determining and enforcing labor policies concerning its work force,
including without limitation the hiring, firing, discipline and supervision
of all its employees. Each party shall be solely responsible for any
obligations relating to its employees, including without limitation
compensation, benefits, taxes, severance pay and notification obligations,
worker's compensation, unemployment compensation, retiree and pension fund
obligations.
5. Notices. All notices shall be given, and deemed to be received, in the
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manner set forth in Section 12.5 of the Merger Agreement.
6. Termination. The recipient of Services may terminate the Services in whole
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or in part at any time upon thirty (30) days notice to the provider of
Services. Except (i) for the provisions of Paragraph 3 above and (ii) with
respect to the provision of those Services described herein whose duration
is explicitly longer than 90 days, this Agreement will otherwise terminate
ninety (90) days from the date hereof.
7. Governing Law. This Agreement shall be governed by and construed in
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accordance with the internal laws of the Commonwealth of Massachusetts
applicable to agreements made and to be performed entirely within such
state, without regard to the conflicts of the law principles of such state.
8. Waiver. The waiver by a party hereto of any right hereunder or the failure
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to perform or of a breach by another party shall not be deemed a waiver of
any other right hereunder or of any other breach or failure by said other
party whether of a similar nature or otherwise.
9. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original, but which together shall constitute one
and the same instrument.
[The remainder of this page has been intentionally left blank.]
Please evidence your agreement to the foregoing by countersigning this letter in
the appropriate space below.
Very truly yours,
RAYTHEON COMPANY
By:_______________________
Title:
Agreed to as of the date
first set forth above:
ALLIANCE LAUNDRY SYSTEMS LLC
By:_______________________
SCHEDULE A
Services to be provided by Raytheon to the Surviving Entity:
Computer Systems
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A. Access to E-Mail and the Firewall
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. Raytheon will reconfigure the Surviving Entity's connection point to
Raytheon's internal data network to provide the Surviving Entity with
access to only the e-mail server and firewall server.
. Raytheon will permit the Surviving Entity access to the e-mail server
and firewall server for a three (3) month period commencing as of the
Effective Date.
. Raytheon will use reasonable commercial efforts to assist the
Surviving Entity in transferring the appropriate domain names through
the internet.
. The Surviving Entity will work with their Internet Service Provider
to establish web connectivity, mail connectivity and firewall
connectivity. Further, the Surviving Entity will work with its
Internet Service Provider to redirect the appropriate domain names to
"point" to the new web server and firewall server.
B. Wider Area Network Connections Between Locations
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. The circuits which connect the locations of the Company are presently
under Raytheon's contract with AT&T.
. Raytheon will permit the Surviving Entity to use the carrier services
associated with the above circuits until the Surviving Entity has an
agreement in place with AT&T (or a service provider of its choice) or
December 31, 1998, whichever is earlier.
C. Voice Network (RayComNet)
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. Raytheon will assist the Surviving Entity in transferring the Local
Exchange company lines, the AT&T Inbound (800) numbers, the calling
cards, etc.
. Raytheon will permit the Surviving Entity to continue using the
RayComNet in the same manner and to the same extent as it was used by
the Closing prior to the Effective Time until the Surviving Entity
has retained its own service provider for these services or December
31, 1998, whichever is earlier.
Employee Benefits
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. Administrative support related to (i) the transition of the pension
plans and RAYSIP and RAYSOP to new plans and (ii) the exercise of
Raytheon stock options owned by Commercial Laundry Employees for so
long as any such Raytheon stock options are exercisable.
. Employee access to Raytheon Benefits Center through April 15, 1999
for questions regarding benefits earned up through and including the
Closing Date.
. Access to (i) detailed payroll data for all Commercial Laundry
Employees for 1997 and (ii) solely as it relates to the Company, the
Raytheon Company 1997 Compensation Survey data for compensation
planning.
. Administrative support related to the accumulation and submission of
Forms 5500 for 1997.
Others
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. Access to status reports regarding Actions against the Company
pending as of the date hereof, previous litigation strategy and
historical information and current data in connection therewith,
including but not limited to environmental, product liability,
employee benefit and patent matters. Assistance with transferring
such matters to attorneys retained by Surviving Entity and the
processing of all insurance claims submitted prior to the Effective
Date.
. Assistance regarding customers and international duties for export
sales and imported raw materials.
. Assistance related to the transition to a stand-alone taxpayer for
payroll related taxes, sales taxes, property and income taxes.
. Assistance with the continuing operation of off balance sheet
financing programs.
. Usage of Raytheon pricing and vendors for aircraft storage, parts and
services and all travel related services, including but not limited to
airline, hotel and car rental reservations.
. Provide the Company with data relating to taxes, insurance, treasury
and environmental services previously provided to the Company.
. Assistance with the processing of workers compensation and other
employee-related insurance claims submitted prior to the Effective
Date, and establishing stand-alone workers compensation and other
insurance programs.
. Notwithstanding anything to the contrary implied by this Schedule A,
the services to be provided to the Surviving Entity hereunder are in
addition to, and not in lieu of, any and all obligations of Raytheon
under the Merger Agreement.
Transition Services Agreement
