Exhibit 10.7
PROPERTIES SERVICES AGREEMENT
-----------------------------
THIS PROPERTIES SERVICES AGREEMENT (this "Agreement") is made and entered
into as of this 25th day of July, 1997, by and among JI Properties, Inc., a
Delaware corporation ("JI Properties"), Jordan Telecommunication Products, Inc.,
a Delaware corporation, Jordan Industries, Inc., an Illinois corporation, and
each of its subsidiaries listed on the signature page hereto (collectively
referred to herein as the "Company").
WHEREAS, the Company wishes to obtain the use of certain real estate, asset
and transportation assets owned or leased by JI Properties and to obtain the
related services of JI Properties' personnel or personnel to which JI Properties
has access; and
WHEREAS, JI Properties desires to provide or cause to be provided those
assets and services requested by the Company under such terms and conditions.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
Section 1. Assets and Services.
-------------------
1.1 Assets. JI Properties hereby grants to the Company the right to
use the Assets set forth on Exhibit A.
1.2 Services to be Rendered. JI Properties shall make available the
services of its personnel or personnel to which it has access to provide such
services in connection with the use of the Assets as are necessary for the use
and/or operation of such Assets (the "Services").
1.3 Charges. The charges to the Company for the use of Assets and
Services shall consist of an amount equal to the sum of (i) the costs actually
incurred in the use and/or operation of the Assets used or operated by the
Company (including the costs of the related Services as determined by JI
Properties) and (ii) a portion of the costs associated with owning such assets
which are not directly attributable to the operation or use of such assets equal
in amount to such costs multiplied by a fraction, the numerator of which is
equal to the Company's net revenues and the denominator of which is the sum of
the net revenues of all entities which have entered into agreements with JI
Properties similar to this Agreement.
1.4 Performance of Services. JI Properties covenants that it will
perform or cause to be performed the Services in a timely, efficient and
workmanlike manner and in substantially the same manner in which JI Properties
(or its predecessor) is providing such services to the Company currently. JI
Properties further covenants that it will maintain or contract for a sufficient
staff of trained personnel to enable it to perform the Services hereunder. JI
Properties may retain third
parties or its affiliates to provide certain of the Services hereunder. Any
arrangements between JI Properties and its affiliates for the provision of
Services hereunder shall be commercially reasonable and on terms not less
favorable than those which could be obtained from unaffiliated third parties.
1.5 Payment for Facilities and Services. JI Properties shall xxxx the
Company, at the end of each calendar month for the applicable charges, or on
such other periodic basis a determined by JI Properties. Such amount shall be
payable by the Company in full within 30 days of receipt thereof by the Company.
1.6 Reimbursement. The Company shall reimburse JI Properties for all
reasonable third party out-of-pocket expenses it incurs on behalf of the Company
not billed directly to the Company within 30 days of receipt of the invoice
therefor, if not included in the charges pursuant to Section 1.3.
Section 2. Term. The term of this Agreement shall commence the date hereof
and continue until December 31, 2007, unless extended, or sooner terminated, as
provided below. This Agreement shall be automatically renewed for successive
one-year terms starting December 31, 2007 unless either party hereto, within
sixty (60) days prior to the scheduled renewal date, notifies the other party as
to its election to terminate this Agreement. Notwithstanding the foregoing, this
Agreement may be terminated by not less than ninety (90) days' prior written
notice from the Company to the JI Properties at any time after (a) substantially
all of the stock or substantially all of the assets of the Company or all of its
subsidiaries are sold to an entity unaffiliated with the JI Properties and/or a
majority of the Company stockholders immediately prior to the sale, (b) the
Company is merged or consolidated into another entity unaffiliated with the JI
Properties and/or a majority of the Company's stockholders immediately prior to
such merger and the Company is not the survivor of such transaction or (c) a
public offering of the voting securities of the Company has been consummated.
Subject to the foregoing, the Agreement will not be terminated as a result of
any Company ceasing to be a subsidiary of Jordan Industries, Inc. for financial
reporting or other purposes.
Section 3. Audit of Services. At any time during regular business hours
and as often as reasonably requested by the Company's officers, JI Properties
shall permit the Company or its authorized representatives to examine and make
copies and abstracts from the records and books of JI Properties for the purpose
of auditing the performance of, and the charges of, JI Properties under the
terms of this Agreement; provided, that all costs and expenses of such
inspection shall be borne by the Company.
Section 4. Prevention of Performance. JI Properties shall not be
determined to be in violation of this Agreement if it is prevented from
performing any Services hereunder for any reason beyond its reasonable control,
including without limitation, acts of God, nature, or of public enemy, strikes,
or limitations of law, regulations or rules of the Federal or of any state or
local government or of any agency thereof.
-2-
Section 5. Indemnification.
---------------
5.1 By the Company. The Company shall indemnify, defend and hold JI
Properties, and its directors, officers, and employees harmless from and against
all damages, losses and reasonable out-of-pocket expenses (including fees)
incurred by them in the course of performing the duties on behalf of the Company
and its subsidiaries as prescribed hereby.
5.2 Remedy. JI Properties does not assume any responsibility under
this Agreement other than to render the services called for under this Agreement
in good faith and in a manner reasonably believed to be in the best interests of
the Company. The Company's sole remedy on account of the failure of JI
Properties to provide the Assets render the Services as and when required
hereunder shall be to procure such assets or services elsewhere.
Section 6. Additional Subsidiaries. If at any time after the date upon
which this Agreement is executed, the Company acquires or creates one or more
subsidiary corporations (a "Subsequent Subsidiary"), the Company shall cause
such Subsequent Subsidiary to be subject to this Agreement and all references
herein to the Company's "direct and indirect subsidiaries" shall be interpreted
to include all Subsequent Subsidiaries.
Section 7. Payments Not Subject to Set-off. Any payments paid by the
Company under this Agreement shall not be subject to set-off and shall be
increased by the amount, if any, of any taxes (other than income taxes) or other
governmental charges levied in respect of such payments, so that JI Properties
is made whole for such taxes or charges.
Section 8. Notices.
-------
8.1 Manner of Delivery. Each notice, demand, request, consent, report,
approval or communication (each a "Notice") which is or may be required to be
given by either party to the other party in connection with this Agreement and
the transactions contemplated hereby, shall be in writing, and given by
telecopy, personal delivery, receipted delivery service, or by certified mail,
return receipt requested, prepaid and properly addressed to the party to be
served.
8.2 Addresses. Notices shall be addressed as follows:
---------
If to the Company:
Jordan Telecommunication Products, Inc.
ArborLake Centre
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
-3-
If to JI Properties:
JI Properties, Inc.
Arborlake Centre
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
8.3 Effective Date. Notices shall be effective on the date sent via
telecopy, the date delivered personally or by receipted delivery service, or
three (3) days after the date mailed.
8.4 Change of Address. Each party may designate by notice to the
others in writing, given in the foregoing manner, a new address to which any
notice may thereafter be so given, served or sent.
Section 9. Independent Contractor. JI Properties and its personnel shall,
for purposes of this Agreement, be independent contractors with respect to the
Company.
Section 10. Entire Agreement. This Agreement sets forth the entire
understanding of the Company and JI Properties, and supersedes all prior
agreements, arrangements and communications, whether oral or written, with
respect to the subject matter hereof. No supplement, modification, termination
in whole or in part, or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver by either party
of any breach of any provision of this Agreement shall be deemed a continuing
waiver or a waiver of any preceding or succeeding breach of such provision or of
any other provision herein contained.
Section 11. Assignability; Binding Effect. This Agreement may be assigned
by either party hereto without the consent of the other party, provided,
however, such assignment shall not relieve such party from its obligations
hereunder. Any assignment of this Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, each of their respective successors and permitted assigns, and no other
persons shall have or derive any right, benefit or obligation hereunder.
Section 12. Headings. The headings and titles of the various paragraphs
of this Agreement are inserted merely for the purpose of convenience, and do not
expressly or by implication limit, define, extend or affect the meaning or
interpretation of this Agreement or the specific terms or text of the paragraph
so designated.
Section 13. Governing Law. This Agreement shall be governed by the
internal laws (and not the law of conflicts) of the State of Illinois.
Section 14. Severability. In the event that any provision of this
Agreement shall be held to be void or unenforceable in whole or in part, the
remaining provisions of this Agreement and the
-4-
remaining portion of any provision held void or unenforceable in part shall
continue in full force and effect.
Section 15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall be considered one and the same instrument.
-5-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
JI PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
JORDAN TELECOMMUNICATION PRODUCTS, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Officer
TJC MANAGEMENT CORPORATION
By: /s/ G. Xxxxxx Xxxxxx
------------------------------------
Name: G. Xxxxxx Xxxxxx
Title: Secretary
JORDAN INDUSTRIES, INC.
JII, INC.
JI PROPERTIES, INC.
J.I. FINANCE COMPANY
CAPE CRAFTSMAN, INC.
WELCOME HOME, INC.
HOME AGAIN STORES, INC.
THE IMPERIAL ELECTRIC COMPANY
THE XXXXX MOTORS COMPANY
GEAR RESEARCH, INC.
MOTORS AND GEARS HOLDINGS, INC.
MOTORS AND GEARS, INC.
MOTORS AND GEARS INDUSTRIES, INC.
XXXXXX-XXXXX INDUSTRIES, INC.
FIR GROUP HOLDINGS, INC.
MOTORS AND GEARS AMSTERDAM B.V.
MOTORS AND GEARS HOLDINGS
AMSTERDAM B.V.
FIR GROUP HOLDINGS ITALIA, S.r.l.
-6-
CONSTRUGIONI INTALIANE MOTORI
ELETTRICI, S.p.a.
SELIOSISTERNI, S.p.a.
FIR ELECTROMECCANICA, S.p.a.
SPL HOLDINGS, INC.
VALMARK INDUSTRIES, INC.
PAMCO PRINTED TAPE & LABEL CO., INC.
SALES PROMOTION ASSOCIATES, INC.
SEABOARD FOLDING BOX CORPORATION
BEEMAK PLASTICS, INC.
JII/SALES PROMOTION ASSOCIATES, INC.
THE OLD IMPERIAL ELECTRIC COMPANY
THE OLD XXXXX MOTORS COMPANY
OLD GEAR RESEARCH, INC.
DACCO, INCORPORATED
DETROIT TRANSMISSION PRODUCTS CO.
DACCO/DETROIT OF OHIO, INC.
ABC TRANSMISSION PARTS
WAREHOUSE, INC.
DACCO/DETROIT OF MINNESOTA, INC
DACCO/DETROIT OF INDIANA, INC.
DACCO/DETROIT OF
NORTH CAROLINA, INC.
DACCO/DETROIT OF MEMPHIS, INC.
DACCO/DETROIT OF ALABAMA, INC.
DACCO/DETROIT OF MICHIGAN, INC.
DACCO/DETROIT OF TEXAS, INC.
DACCO/DETROIT OF WEST VIRGINIA, INC.
BORG MANUFACTURING
NASHVILLE TRANSMISSION PARTS, INC.
DACCO/DETROIT OF FLORIDA, INC.
DACCO/DETROIT OF COLORADO, INC.
DACCO/DETROIT OF MISSOURI, INC.
DACCO/DETROIT OF ARIZONA, INC.
DACCO/DETROIT OF NEBRASKA, INC.
DACCO/DETROIT OF NEW JERSEY, INC.
DACCO/DETROIT OF OKLAHOMA, INC.
DACCO/DETROIT OF
SOUTH CAROLINA, INC.
DACCO INTERNATIONAL, INC.
XXXXXXX PRECISION PRODUCTS, INC.
SATE-LITE MANUFACTURING COMPANY
RIVERSIDE BOOK AND BIBLE HOUSE,
-7-
INCORPORATED
AIM ELECTRONICS CORPORATION
JORDAN TELECOMMUNICATIONS
PRODUCT GROUP, INC.
JORDAN TELECOMMUNICATIONS
PRODUCT GROUP - EUROPE, INC.
VITELEC ELECTRONICS LIMITED
LODAN WEST, INC.
XXXXXXX COMPONENTS, INC.
VIEWSONICS, INC.
SHANGHAI VIEWSONICS ELECTRONICS
CO., LTD.
ADAPT COMMUNICATION
SUPPLY CO. S. FL., INC.
NORTHERN TECHNOLOGIES
HOLDINGS, INC.
NORTHERN TECHNOLOGIES, INC.
DURA-LINE CORPORATION
DIVERSIFIED WIRE & CABLE CO.
BOND HOLDINGS, INC.
CAMBRIDGE PRODUCTS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Authorized Officer
-8-
EXHIBIT A
Description of Assets
---------------------
For purposes of the Properties Services Agreement, Assets shall mean the
following:
1. BAe 125 Series 1000 Aircraft, equipped with 0 Xxxxx & Xxxxxxx 000X
xxxxxxx Xxxxxx # XX 0000; (259023); F.A.# 523QS ("HAWRER") (50% undivided
interest).
2. Grumman Gulfstream II, Serial # 213 equipped with 2 Rolls Royce Spey
engines.
3. CESSNA 560 CITATION 5 ULTRA Serial # 560-0321 F.A. # N320QS (50%
undivided interest)
Assets shall also include any other assets owned, leased or subleased by JI
Properties which the Company desires to utilize.
