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EXHIBIT 10.5
Global Energy Equipment Group, L.L.C.
c/o Harvest Partners, Inc.,
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
April 27, 2001
Harvest Partners, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxxx
Re: Harvest Management Agreement
Xx. Xxxxxxxxxx:
Reference is made to that certain Management Agreement, dated as of
August 1, 2000 (the "Agreement"), by and among Global Energy Equipment Group,
L.L.C., a Delaware limited liability company (the "Company") and Harvest
Partners, Inc., a New York corporation ("Harvest"). Capitalized terms used and
not otherwise defined in this letter shall have the respective meaning given
such terms in the Agreement.
In connection with the impending reorganization of the Company from a
limited liability company into a Delaware corporation (the "Successor Entity")
(such transaction to be referred to herein as the "Conversion"), which will
occur in advance of the contemplated initial public offering (the "IPO") of the
Successor Entity, we are hereby asking you to waive, subject to the consummation
of the Conversion, any and all of your rights pursuant to Section 3(b) of the
Agreement with respect to a Transaction Fee that may be or may have become
payable to you in connection with the offering of the Successor Entity's
securities in connection with the consummation of the IPO.
Subject to receiving your consent to the waiver of the above-mentioned
rights, the Company agrees to pay Harvest an advisory fee of $500,000.00 in
consideration of Harvest's advisory services provided in connection with the
refinancing of the Company's senior credit facility in connection with the IPO.
Such fee shall be paid on the date on which the agreement relating to such
refinancing is executed.
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Please acknowledge the waiver of any and all of your rights pursuant to
Section 3(b) of the Agreement with respect to a Transaction Fee that may become
payable to you in conjunction with the consummation of the IPO by signing and
dating the enclosed duplicate of this letter in the space indicated below and
returning it to us no later than April 30, 2001.
Yours sincerely,
Global Energy Equipment Group, L.L.C.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: President & CEO
Agreed and accepted this 27th day
April, 2001
By: Harvest Partners, Inc.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: General Partner
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