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EXHIBIT 10.1
INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as
of January 1, 1993, amends and supersedes that certain Intercorporate Services
Agreement dated as of January 1, 1992 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:
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.
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(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.
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3. Fee for Services: Recipient agrees to pay to Contran $145.000.00
quarterly, commencing as of January 1, 1993, 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, 1993 to
December 31, 1993.
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.
B. 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, 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240, Attention: President, or
such other address as it shall have furnished to Recipient in writing,
and if intended for Recipient, to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1740, Dallas, Texas 75240, Attention: Chairman or such
other address as it shall have furnished to Contran in writing.
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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: /s/ MICHAEL A. SNETZER
Michael A. Snetzer
President
KEYSTONE CONSOLIDATED
INDUSTRIES, INC.
By: /s/ GLENN R. SIMMONS
Glen R. Simmons
Chairman of the Board and
Chief Executive Officer
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