Exhibit 10.8
MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT, dated as of August 16, 2002 (this
"Agreement") between Blue Bar, L.P., a Delaware limited partnership ("Blue
Bar"), and Republic Engineered Products LLC, a Delaware limited liability
company (the "Company").
W I T N E S S E T H:
WHEREAS, the Company desires that Blue Bar provide it with certain
ongoing advisory and management services, and Blue Bar desires to render such
services to the Company, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Services.
During the term of this Agreement, Blue Bar shall provide such
advisory and management services to the Company and its subsidiaries as the
Board of Managers of the Company shall reasonably request. Such services may be
performed at Blue Bar's office(s).
SECTION 2. Compensation.
In consideration of the services to be provided in accordance with
Section 1, the Company shall pay Blue Bar a management fee by wire transfer in
immediately available funds within 30 days of the end of each fiscal quarter of
the Company during the term of this Agreement, in an amount equal to $250,000.
SECTION 3. Indemnification.
(a) Neither Blue Bar nor any of its respective affiliates
partners, officers, directors, stockholders, agents or employees (the
"Indemnified Parties") shall have any liability to the Company for any services
provided pursuant to this Agreement, except as may result from such Indemnified
Party's willful misconduct or fraud.
(b) To the fullest extent permitted by law, the Company shall
indemnify and hold harmless the Indemnified Parties from and against any losses,
claims, damages, actions, demands, deficiencies, judgments or causes of action
or liabilities, including without limitation, reasonable legal fees or other
expenses incurred in investigating or defending against any such losses, claims,
damages or liabilities based upon, arising out of or otherwise in respect of
this Agreement. The provisions of this Section 3 shall survive the termination
of this Agreement.
SECTION 4. Reimbursement.
The Company shall, promptly upon request, reimburse Blue Bar and its
respective affiliates for all reasonable costs and expenses (including
reasonable attorney fees and travel expenses) incurred by them in connection
with the performance of their obligations under this Agreement.
SECTION 5. Assignment.
This Agreement may not be assigned by any party hereto without the
written consent of the other party; provided, that Blue Bar shall be entitled to
assign this Agreement to any of its affiliates.
SECTION 6. Termination.
Blue Bar may terminate this Agreement at any time by written notice to
the Company and this Agreement shall terminate automatically upon the first to
occur of the (i) tenth anniversary of this Agreement and (ii) end of the fiscal
year in which Blue Bar, or any of its affiliates, directly or indirectly, ceases
to own any membership interests of the Company.
SECTION 7. Notices.
All notices, requests, demands and other communications provided for
by this Agreement shall be in writing and shall be delivered by hand, sent by
recognized overnight courier or given by telecopy sent to the addresses set
forth below. All such communications shall be deemed to have given or made when
delivered by hand, sent by telecopy upon confirmed receipt, or one business day
after being delivered to a recognized overnight courier.
(a) Blue Bar:
Blue Steel Corporation, General Partner
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: 000-000-0000
Telecopy: 000-000-0000
Attn: Xxxxxxx Xxxxxx
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(b) The Company:
Republic Engineered Products LLC
0000 Xxxxxxx Xxxxxxx
Xxxxx, Xxxx 00000
Telephone: 000-000-0000
Telecopy: 000-000-0000
Attn: Xxxxxx X. Xxxxxxxx
SECTION 8. Modification. This Agreement may only be amended by written
agreement executed by each of the parties hereto.
SECTION 9. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any prior agreement or understanding among them with respect to such
subject matter.
SECTION 10. Severability. If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Agreement or the application of such provision to
other Persons or circumstances shall not be affected thereby.
SECTION 11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OR RULES OF SUCH STATE.
SECTION 12. Successors and Assigns. Except as herein otherwise
specifically provided, this Agreement shall be binding upon and inure to the
benefit of the parties and their legal representatives, heirs, administrators,
executors, successors and assigns.
SECTION 13. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. It shall not be necessary for all
parties to execute the same counterpart hereof.
SECTION 14. Headings. Captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or extend
the scope or intent of this Agreement or any provision hereof.
SECTION 15. Interpretation. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pronouns stated in the masculine, the feminine
or neuter gender shall include the masculine, the feminine and the neuter.
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SECTION 16. Waivers. No provision of this Agreement shall be
deemed to have been waived unless such waiver is in writing and signed by or on
behalf of the party granting the waiver.
[Rest of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their representatives thereunto duly authorized as of the day and
year first above written.
BLUE BAR, L.P.
By: BLUE STEEL CORPORATION
Its General Partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
REPUBLIC ENGINEERED PRODUCTS LLC
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
