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EXHIBIT 10.60
HALLWOOD FINANCIAL CORPORATION
FINANCIAL CONSULTING AGREEMENT
THIS FINANCIAL CONSULTING AGREEMENT (the "Agreement"), made and entered
into as of the 1st day of August, 1994, by and between THE HALLWOOD GROUP
INCORPORATED, a Delaware corporation ("Hallwood Group") and HALLWOOD FINANCIAL
CORPORATION, a Liberian corporation (the "Consultant").
WITNESSETH:
WHEREAS, Hallwood Group is engaged in numerous international activities
and shall from time to time require the financial knowledge and expertise of
the Consultant or its agents in regard to various transactions between
Hallwood Group and its affiliates, and any third parties (Hallwood Group and
its affiliated entities are sometimes referred to in this Agreement as the
"Hallwood Companies");
WHEREAS, the Hallwood Companies desire to draw upon and benefit from the
financial knowledge and expertise of Consultant or its agents and Consultant
desires to consult with the Hallwood Companies and be available therefor.
NOW, THEREFORE, for and in consideration of the mutual undertakings and
agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
Section 1. Appointment. Hallwood Group hereby appoints and employs the
Consultant to act as its financial advisor and consultant upon and subject to
the terms and conditions hereinafter set forth, and Consultant hereby accepts
such appointment and undertakes to advise and consult with Hallwood Group
during the term of this Agreement upon and subject to the terms and conditions
hereinafter set forth.
Section 2. Term. The services of the Consultant under this Agreement
shall be for a term commencing on the date of execution of this Agreement and
expiring July 31, 1995, provided that unless either party shall advise the
other in writing on or before June 30 of each year (beginning in 1995) that
this Agreement shall terminate as of the July 31 next following the date of
such advice, this Agreement shall automatically be extended for a successive
one year term.
Section 3. Duties of the Consultant. The Consultant shall furnish and
perform international consulting and advisory services to the Hallwood
Companies to enable such entities to: (i) render assistance in the
implementation of plans of financial restructuring of unrelated companies; and
(ii) effect acquisitions by the Hallwood Companies of assets or mergers of the
Hallwood Companies with other entities and shall perform such services in or
from Monaco,
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Antigua, or such other jurisdictions as Consultant or its agents may, in their
sole discretion, deem appropriate, and neither Consultant nor any agent of
Consultant shall provide any such services, or otherwise engage in any business
of any nature whatsoever, in the United States or the United Kingdom without
the consent of Hallwood Group. In particular, the Consultant's duties and
obligations hereunder shall include: (a) performing such duties at such times
and in such manner as shall be mutually agreeable to Hallwood Group and the
Consultant, although at all times the Consultant will retain control over how
such services are performed and who the Consultant will hire to perform such
services; (b) reporting to Hallwood Group and any other entity designated by
Hallwood Group, as needed, to fulfill its obligations regarding the rendition
of international financial and consulting advice; and (c) observing and
complying with all resolutions, regulations and directions from time to time
made or given by Hallwood Group as long as such resolutions, regulations and
directions do not interfere with the manner in which Consultant performs its
duties.
Section 4. Compensation.
A. As compensation for the Consultant's services, Hallwood Group agrees
to pay to the Consultant an annual fee of Three Hundred Fifty Thousand Dollars
($350,000).
B. The amounts paid pursuant to paragraph A of this section shall be a
nonrefundable advance against any fees, commissions or other payments payable
to Consultant in the future for services rendered by Consultant in connection
with any transactions between the Hallwood Companies and any third party.
C. Hallwood Group and the Consultant hereby acknowledge and agree that
all amounts payable pursuant to paragraph A of this section are to be paid as a
retainer to secure, for the benefit of the Hallwood Companies, the availability
of the Consultant to perform the services referred to in Section 3 of this
Agreement. Consequently, all amounts so payable shall be so payable, without
offset, withholding or any deduction of any nature whatsoever, whether or not
any services are performed at any time, except as provided in paragraph B of
this section.
D. Hallwood Group shall reimburse Consultant for all reasonable and
ordinary out-of-pocket business expenses Consultant reasonably incurs in the
performance of its duties under this Agreement.
Section 5. Relationship of the Parties. In performing its services under
this Agreement, the Consultant shall be an independent contractor and, as
between Hallwood Group and the Consultant, neither Hallwood Group nor any other
of the Hallwood Companies shall be responsible for withholding, collection or
payment of income taxes or for other taxes of any nature on behalf of the
Consultant or any agent of Consultant. Nothing contained in this Agreement
shall make the Consultant the agent, employee, joint venturer or partner of the
Hallwood Companies or provide the Consultant with the power or authority to
bind the Hallwood Companies to any contract, agreement or arrangement with any
individual or entity except with the prior written approval of such entities.
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Section 6. Confidentiality. The Consultant recognizes and acknowledges
that confidential information of various kinds may exist, from time to time,
with respect to the business of the Hallwood Companies. Accordingly, the
Consultant covenants on behalf of itself and its agents, if any, that, except
with the prior written consent of Hallwood Group, they shall at all times keep
confidential and not divulge, furnish or make accessible to anyone (except
Hallwood Group's authorized representatives), any confidential information to
which the Consultant or its agents have been or shall become privy relating to
the business of Hallwood Group or any of its affiliates. The provisions of this
Section 6 shall not apply to any information to the extent (i) it is or shall
become generally known to the public or the trade (without the commission of a
tortious act), (ii) it is or shall become available in trade or other
publications, or (iii) Consultant or its agents are required by law to disclose
such information to any person.
Section 7. Certain Payments. The Consultant acknowledges that it is aware
of the provision of United States law relating to prohibitions of any person
representing a United States company from, directly or indirectly, giving
anything of value to any foreign official to influence the foreign official in
directing or agreeing to do business with the United States firm. In addition,
the Consultant acknowledges that it has read the Statement of Company Policy of
the Hallwood Entities regarding payment of gifts to foreign officials that has
previously been supplied to the Consultant. The Consultant hereby undertakes to
abide by such laws and policy and will not use any part of the amounts paid
under this Agreement or any payments that are prohibited under such laws or
policy.
Section 8. Assignment. Neither party hereto may assign, without the other
party's prior written consent, this Agreement, or any right or obligation
hereunder, and any and all assignments without such prior written consent shall
be null and void, except that with the consent of Hallwood Group the Consultant
may designate agents to perform its obligations under this Agreement.
Section 9. Miscellaneous.
A. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas, other than the conflicts of
laws provisions of such laws.
B. Headings. The descriptive headings for the several sections of this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
C. Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained in this Agreement.
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D. Entire Contract. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto and contains
all of the covenants and agreements between the parties.
E. Amendments. This Agreement may not be modified, altered, amended,
waived or terminated orally, unless in writing signed by the parties hereto.
F. Notices. All communications to be given or made pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given or
made if mailed by registered or certified mail, postage prepaid, addressed to
the address set forth opposite each party's name below, or in such other
reasonable manner as Hallwood Group or the Consultant, as the case may be,
shall have previously designated in writing to the other.
G. Execution in Counterparts. This Agreement may be executed in
counterparts, each to constitute an original, but both in the aggregate to
constitute one agreement as executed.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first above written.
HALLWOOD GROUP:
Address: THE HALLWOOD GROUP INCORPORATED
3710 Rawlins
SUITE 1500
Dallas, Texas 75219
By: /s/ MELVIN J. MELLE
Name: Melvin J. Melle
Title: Vice President
Hallwood Group:
Address: HALLWOOD FINANCIAL CORPORATION
24, Avenue Princesse Grace By: /s/ ANTHONY J. GUMBINER
Monte-Carlo MC98000 Name: A.J. Gumbiner
Principality of Monaco Title: President
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