Exhibit 10.14
MANAGEMENT CONSULTANT AGREEMENT
Management Consultant Agreement made as of April 7, 1994 between THE DOE
RUN RESOURCES CORPORATION, a New York corporation ("Corporation"), and THE
RENCO GROUP, INC., a New York corporation ("Consultant").
W I T N E S S E T H :
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WHEREAS, Consultant is in the business, among other things, of providing
management and consulting services to its clients; and
WHEREAS, Corporation desires to retain Consultant on the terms herein
provided, and Consultant is agreeable to accepting such retainer.
NOW, THEREFORE, it is hereby agreed as follows:
1. RETAINER.
Corporation hereby retains Consultant as management consultant for
itself and any subsidiary corporations (presently none) on the terms herein
set forth, and Consultant hereby accepts such retainer.
2. DUTIES OF CONSULTANT.
Consultant shall, through its staff and persons specially retained
by it:
(a) Become generally informed, and keep itself informed, as to the
business and affairs of the Corporation, and its subsidiary corporations, and
general business developments in their industries.
(b) From time to time visit the physical facilities of the
Corporation and its subsidiaries and consult with its officers and managers.
(c) Provide the Corporation and its subsidiaries from time to time
with its advice and recommendations relating to such matters as product,
improving productivity, personnel matters and like matters.
(d) On request of the Corporation and its subsidiaries, meet with
the Corporation and its subsidiaries and review operating plans, budgets,
forecasts, employee benefit programs, proposed major transactions, and like
matters, and consult with the Corporation thereon.
(e) Advise and assist the Corporation and subsidiaries in
negotiations.
3. COMPENSATION TO CONSULTANT.
For Consultant's services hereunder Corporation shall pay to
Consultant an Annual fee ("Annual Fee") of One Million Two Hundred Thousand
($1,200,000) Dollars payable at such times and in such installments as shall
be agreed upon from time to time between Corporation and Consultant.
Notwithstanding any other provision herein contained, the
Corporation shall not make any payment hereunder which is violative of any of
the agreements between itself or any of its subsidiaries and any of its or
their lending institutions or creditors, now or
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hereafter in effect, or any other agreement to which the Corporation or a
subsidiary may now or hereafter be a party.
Nothing herein contained shall be deemed to preclude the parties
from agreeing upon an additional fee for extra services of Consultant over
and above the normal services contemplated by this Agreement.
In addition, the Corporation shall reimburse the Consultant for
actual travel and lodging expenses, and other reasonable expenses incurred by
Consultant in furnishing its services hereunder.
4. CONSULTANT'S DUTY OF CONFIDENTIALITY.
Consultant recognizes that the Corporation will make available to
it confidential information as to their business and affairs and Consultant
agrees to preserve all such information in confidence and to use the same
solely in discharge of its duties.
5. EXPENSES OF CONSULTANT.
Except as provided in paragraph 3, the out-of-pocket expenses of
Consultant in performing its duties hereunder shall be borne by Consultant.
Nothing herein contained shall be deemed to preclude the parties from
agreeing upon the payment or reimbursement by Corporation to Consultant of
the expenses of services of Consultant, rendered at the request of
Corporation, which are beyond the services contemplated by this Agreement.
Consultant is not authorized to incur any liability or expense on
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behalf of Corporation except with the prior written authorization of
Corporation.
6. TERM.
The initial term of this Agreement shall extend to and end on
October 31, 2000. Thereafter, this Agreement shall continue for additional
terms of three (3) years each, subject to termination by either party, at the
end of the initial term, or at the end of any additional term, by six (6)
months prior written notice given to the other party.
7. MISCELLANEOUS.
(a) Notices hereunder by either party to the other shall be
deemed given when sent by certified mail, return receipt requested, to the
party to whom the same is intended at the address herein specified, or at
such other address as such party shall have specified by written notice
hereunder:
If to Corporation: The Doe Run Resources Corporation
1801 Park 270 Drive (Suite 300)
Xx. Xxxxx, XX 00000
If to Consultant: The Renco Group, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
(b) This Agreement expresses the entire understanding between
the parties with respect to the subject matter hereof and may be amended only
by an agreement in writing signed by each of the parties hereto.
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(c) This Agreement is made under and shall be construed in
accordance with the laws of the State of New York applicable to contracts to
be performed wholly within such State.
THE DOE RUN RESOURCES CORPORATION
BY /s/ Xxxxx Xxx V.P.
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THE RENCO GROUP, INC.
BY /s/ Xxxxxx X. Xxxxxx, Exec. V.P.
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FIRST AMENDMENT TO THE MANAGEMENT CONSULTANT AGREEMENT
MARCH 12, 1998
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This will confirm that the Annual Fee referred to in paragraph 3 of the
Management Consultant Agreement is increased to two million four hundred
thousand ($2,400,000) dollars.
The Doe Run Resources Corporation
By: /s/ X.X. Xxxxxx
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The Renco Group, Inc.
By: /s/ Xxxxx Xxx
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