EXHIBIT 10.15
SERVICE AGREEMENT
This Service Agreement ("Agreement") is made and entered into as of the
25th day of August, 2005 between Apex Oil Company, Inc., a Missouri corporation
("Apex") and Viceroy Acquisition Corporation ("Viceroy").
RECITALS
Viceroy is in need of a limited amount of office space and certain office
and secretarial services on an as needed basis and Apex is willing to provide
such services to Viceroy on the terms set forth herein.
AGREEMENT
In consideration of the foregoing, the mutual covenants herein contained
and other good and valuable consideration (the receipt, adequacy and sufficiency
of which hereby are acknowledged by the parties by their execution hereof), the
parties agree as follows.
1. DEFINITIONS. For purposes of this Agreement, the following capitalized
terms have the following meanings:
"Services" means office space and general office services as may be
requested by Viceroy and normally incident to executive activities,
including without limitation secretarial and/or clerical services, office
supplies, postage, mailroom services, fax, telephone and other
communication services.
2. SERVICES PROVIDED. Subject to the terms and conditions hereof, during the
term of this Agreement Apex will provide to Viceroy all reasonably requested
Services.
3. COMPENSATION FOR SERVICES. Viceroy agrees to compensate Apex for providing
the Services at a rate of $3,750 per month.
4. INVOICING. Apex will invoice Viceroy monthly for the Services provided to
Viceroy hereunder.
5. EMPLOYEES. Apex agrees that all individuals providing Services to Viceroy
hereunder are the employees or independent consultants of Apex and in no event
are any such individuals employees (nor shall they be deemed employees) of
Viceroy.
6. DEBTS. Apex is not assuming any debts, liabilities or obligations of
Viceroy and hereby disclaims any and all debts, liabilities or obligations of
Viceroy of any type or manner.
7. WARRANTIES AND DAMAGES. Apex makes no warranty regarding any Services
provided by Apex to Viceroy hereunder. Apex will not be liable to Viceroy for
any damages resulting from the delay or failure in providing Services hereunder
if the delay or failure was caused by events beyond Apex's control.
8. TERM. This Agreement shall commence on the effective date ("Effective
Date") of the registration statement for the initial public offering ("IPO") of
the securities of Viceroy and continue until (the "Termination Date") the
earlier of the consummation by Viceroy of a "Business Combination" or Viceroy's
liquidation (as described in Viceroy's IPO prospectus). Notwithstanding the
foregoing, this Agreement may be terminated by either party upon 30 days prior
written notice to the other party.
9. MISCELLANEOUS.
9.1. AMENDMENT AND MODIFICATION. No amendment, modification, supplement,
termination, consent or waiver of any provision of this Agreement, nor consent
to any departure therefrom, will in any event be effective unless the same is in
writing and is signed by the party against whom enforcement of the same is
sought. Any waiver of any provision of this Agreement and any consent to any
departure from the terms of any provision of this Agreement is to be effective
only in the specific instance and for the specific purpose for which given.
9.2. ASSIGNMENTS. No party may assign or transfer any of its rights or
obligations under this Agreement to any other person, firm or entity without the
prior written consent of the other party.
9.3. CAPTIONS. Captions contained in this Agreement have been inserted
herein only as a matter of convenience and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provision hereof.
9.4. COUNTERPARTS. This Agreement may be executed by the parties on any
number of separate counterparts, and all such counterparts so executed
constitute one agreement binding on all the parties notwithstanding that all the
parties are not signatories to the same counterpart.
9.5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior agreements, letters of intent, understandings, negotiations and
discussions of the parties, whether oral or written.
9.6. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder are to be governed by and construed and interpreted in
accordance with the laws of the State of Missouri applicable to contracts made
and to be performed wholly within Missouri, without regard to choice or conflict
of laws rules.
9.7. NO JOINT VENTURE OR PARTNERSHIP. The parties agree that nothing
contained herein is to be construed as making the parties joint venturers or
partners.
9.8. SUCCESSORS AND ASSIGNS. All provisions of this Agreement are binding
upon, inure to the benefit of and are enforceable by or against the parties and
their respective heirs, executors, administrators or other legal representatives
and permitted successors and assigns.
9.9. NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for the
benefit of the parties hereto and their respective successors and permitted
assigns, and no other person, firm or entity has any right, benefit, priority or
interest under or because of the existence of this Agreement.
APEX OIL COMPANY, INC.
By: /s/ Paul Anthony Novelly
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Paul A. Novelly,
Chairman and CEO
VICEROY ACQUISITION CORPORATION
By: /s/ Douglas D. Hommert
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Douglas D. Hommert,
Executive Vice President
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