Harbour Group Industries, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
September 30, 1996
Omniquip International, Inc.
000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000
Re: CORPORATE DEVELOPMENT CONSULTING AND ADVISORY SERVICES
Gentlemen:
This letter sets forth the agreement between Omniquip International, Inc.,
a Delaware corporation (the "Company"), and Harbour Group Industries, Inc., a
Missouri corporation ("HGI"), with respect to certain consulting and advisory
services to be provided by HGI to the Company from time to time.
HGI hereby agrees to provide the Company from time to time throughout the term
of this agreement, corporate development services, including the identification,
evaluation and negotiation of acquisitions, strategic planning, negotiation of
dispositions of components of the Company and such other similar services as the
Company may require from time to time.
The fee for services rendered by HGI (the "Hourly Fee") will be based on the
hours actually worked for the Company and upon HGI's regular established hourly
rates
therefor of the staff performing such work as set forth on Schedule 1 attached
hereto and made a part hereof, which rates reflect the direct cost of the
services of such personnel and allocation of related overhead. Such rates may
be adjusted quarterly on the basis of actual cost experience and cost
projections of HGI.
In addition to the Hourly Fee, HGI is to be reimbursed by the Company for
out-of-pocket expenses ("Expenses") incurred for such matters as travel,
printing and reproduction, outside computer time charges, postage, secretarial
overtime, delivery services, facsimiles, outside expert and consultant fees,
long-distance telephone charges, local transportation and the like. Outstanding
disbursements will be identified and billed separately or upon billing for
consulting and advisory services. HGI in its discretion may require the advance
payment of Expenses. Amounts billed separately as Expenses will not be included
in overhead allocations utilized in the determination of the Hourly Fee.
HGI shall be entitled to a transaction fee (the "Transaction Fee") for each
completed acquisition or disposition by the Company during the term of this
agreement, based on the total amount paid by the acquiring party (the "Purchase
Price"), including payments for covenants not to compete and debt assumed in
connection therewith, and in the case of mergers and stock transfers, debt of
the acquired company. The Transaction Fee for each transaction completed shall
be equal to the greater of (A) one hundred twenty-five thousand dollars
($125,000) and (B) the sum of (i) two and one half percent (2.5%) of the first
one million dollars ($1,000,000) of the Purchase Price, (ii) two percent (2%) of
the
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portion of the Purchase Price in excess of one million dollars ($1,000,000) up
to and including two million dollars ($2,000,000) of the Purchase Price, (iii)
one and one half percent (1.5%) of the portion of the Purchase Price in excess
of two million dollars ($2,000,000) up to and including three million dollars
($3,000,000) of the Purchase Price, (iv) one percent (1%) of the portion of the
Purchase Price in excess of three million dollars ($3,000,000) up to and
including four million dollars ($4,000,000) of the Purchase Price, and (v) one
half of one percent (0.5%) of the portion of the Purchase Price in excess of
four million dollars ($4,000,000). Each Transaction Fee shall be payable upon
the closing of the transaction to which it relates. The sum of the Hourly Fee
and Transaction Fees within any year is herein referred to as "Fees."
The Company agrees to pay HGI an annual retainer for this engagement in the
amount of $100,000, payable in monthly installments of $8,334, due on the first
day of each month. The retainer shall be non-refundable and shall be applied
against the Hourly Fee.
In the event that Fees and Expenses at any time exceed the amount of the
retainer plus any payments of Transaction Fees in addition to the retainer and
any advance payment of Expenses, an invoice, payable upon receipt, will be
issued with respect to such excess. HGI reserves the right to charge interest
at the rate of 1.5% per month from the invoice date if invoices are not paid
within thirty (30) days.
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The term of this agreement shall be one year commencing on the date hereof
and shall continue thereafter from year to year until terminated by either party
upon the giving of thirty (30) days written notice thereof to the other.
This agreement shall be governed by and construed in accordance with the
laws of the State of Missouri, without giving effect to its conflicts of laws
principles.
No provision of this agreement may be modified, amended or waived except by
a writing signed by each party hereto.
IN WITNESS WHEREOF, the undersigned has caused this letter to be duly
executed and delivered by its duly authorized officer, intending to be bound by
the terms and conditions hereof.
HARBOUR GROUP INDUSTRIES, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Chief Financial Officer
Accepted and agreed to this
30th day of September, 1996:
OMNIQUIP INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxx
Chief Financial Officer
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Schedule 1
FEES
Personnel/Position Hourly Rate
Xxxxxx X. Xxxxxxxx Executive Vice President $341
Xxxxx X. Xxxxxx Senior Vice President 000
Xxxxxx X. Xxxx Senior Vice President 000
Xxxxx X. Xxxxxx Vice President 171
Xxxxxxx X. Xxxxxxx Vice President 173
Xxxxxx X. Xxxxxxxx Vice President 168
Xxxx X. Xxxxxx Vice President 168
Xxxxxxx X. Xxxxxxx Director Corporate Development 153
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