EXHIBIT 10.26
HOLDINGS SERVICES AGREEMENT
HOLDING SERVICES AGREEMENT dated as of July 1, 1997 between
Cambridge Industries Holdings, Inc., a Delaware corporation ("Holdings"), and
Cambridge Industries, Inc., a Delaware corporation and a wholly-owned subsidiary
of Holdings ("Cambridge")
Cambridge desires that Holdings perform certain management services
for Cambridge and Holdings desires to perform such management services, in each
case on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
SECTION 1. Term. Cambridge agrees to engage Holdings, and Holdings
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agrees to provide management services to Cambridge, on the terms and conditions
set forth herein for a period commencing as of the date hereof and ending ten
(10) years from such date (or at such earlier time as is mutually agreed upon by
the parties). The period during which Holdings is engaged hereunder is
hereinafter referred to as the "Management Period."
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SECTION 2. Management Fee.
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(a) During the Management Period, Holdings shall provide Cambridge
with such personnel as is necessary to provide the services set forth in Section
2(b).
(b) In connection with its engagement hereunder, Holdings' services
under this Agreement shall include:
(i) general executive services, including periodic advice and
consultation with respect to the affairs of Cambridge;
(ii) financial, accounting, legal, tax and cash management
services;
(iii) management information and other system services,
including technical support in connection therewith;
(iv) services related to tax, regulatory and other filings, as
well as periodic or other reports to governmental or other agencies having
jurisdiction over the respective businesses of Cambridge, including,
without limitation, the application on behalf of and for the account of
Cambridge, of all applicable licenses, permits, and consents;
(v) services and costs related to the inclusion of employees
of Cambridge in benefit and compensation plans of Holdings, including group
life and health insurance plans, pension and salary continuation plans and
thrift plans; and
(vi) such other services as are customarily provided by
Holdings to Cambridge or as may otherwise be reasonably requested by
Cambridge.
SECTION 3. Management Fees.
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(a) Cambridge shall provide direct payment or shall promptly
reimburse Holdings for such reasonable out-of-pocket expenses actually paid to
unaffiliated third parties as may be incurred by Holdings in connection with the
rendering of any services hereunder.
(b) In the event that Holdings incurs any other expenses in
connection with the rendering of any services hereunder, including, without
limitation, expenses for overhead, salaries, administration of benefit plans,
technical support and tax and accounting services, Holdings shall be entitled to
be paid or reimbursed for such amounts from Cambridge; provided, however, that
such payments or reimbursements to Holdings pursuant to this subsection (b)
shall not exceed $500,000 per year.
SECTION 4. Assignment. This Agreement or any rights hereunder may not
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be assigned or otherwise transferred by any party and shall not inure to the
benefit of any trustee in bankruptcy, receiver or other successor of any party,
whether by operation of law or otherwise, without the prior written consent of
the parties hereto.
SECTION 5. No Third-Party Beneficiaries. This Agreement is for the
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sole benefit of the parties hereto and nothing herein expressed or implied shall
give or be construed to give to any person, other than the parties hereto, any
legal or equitable rights hereunder.
SECTION 6. Modification. This Agreement (a) sets forth the entire
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understanding and agreement of the parties with respect to the subject matter
hereof, and (b) supersedes all prior and contemporaneous understandings,
conditions and agreements, oral or written, expressed or implied, respecting the
engagement of Holdings in connection with the subject matter hereof. This
Agreement may not be modified or amended without the prior written consent of
the parties hereto.
SECTION 7. Notices. All notices or other communications required or
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permitted to be given hereunder shall be in writing and shall be delivered by
hand or sent prepaid telex, cable or telecopy, or sent, postage prepaid, by
registered, certified or express mail, or reputable overnight courier service
and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), to Cambridge at the addresses
indicated in Cambridge's corporate records and to Holdings as follows:
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Cambridge Industries Holdings,
Inc.
000 Xxxxxx Xxxxx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
Attention: Chairman
President
with a copy to:
Jaffe, Raitt, Heuer & Xxxxx
Xxx Xxxxxxxx , Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxx X. Xxxxx
and a copy to:
Xxxx Capital, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxx
Xxxxxx Xxxx
and a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Learner, Esq.
SECTION 8. Interpretation. The headings contained in this Agreement
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are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 9. Counterparts. This Agreement may be executed in one or
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more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more such counterparts have been signed
by each of the parties and delivered to each of the other parties.
SECTION 10. Severability. In case any one or more of the provisions
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contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, all other provisions of this Agreement
shall nevertheless remain in full force and effect, but if the economic or legal
substance of the transactions contemplated hereby is affected in a manner
material adverse to any party as a result of the determination that a provision
is invalid, illegal or unenforceable, the parties hereto agree to negotiate in
good faith to modify this Agreement so as
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to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the closest extent possible.
SECTION 11. Governing Law. This Agreement shall be governed by and
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construed in accordance with the domestic laws of the State of Michigan, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Michigan or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Michigan.
SECTION 12. Waivers. Any waiver by any party of a breach of any
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provision of this Agreement, or the failure of a party to insist upon strict
adherence to that term or any other term of its Agreement, shall not operate as
or be construed to be a waiver of any other breach of such provision or of any
breach of any other provision of this Agreement. Any waiver must be in writing.
* * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
CAMBRIDGE INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Its: CFO - Secretary
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CAMBRIDGE INDUSTRIES HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Its: CFO - Secretary
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