May 13, 1998
Board of Directors of Dominion Bridge Corporation
c/o Xxxxx X. Xxxxxxx
Chairman of the Board of Directors
Dominion Bridge Corporation
000, Xxx Xxxxx Xxxx
Xxxxxxx, Xxxxxx X0X0X0
XXXXXX
RE: Management Arrangement between Dominion Bridge Corporation
and EIF Holdings, Inc.
Gentlemen:
This letter sets forth the agreement to be entered into by and between EIF
Holdings, Inc., a Delaware corporation ("EIF"), and Dominion Bridge Corporation,
a Delaware corporation ("Dominion Bridge"), with respect to the engagement of
EIF to provide certain management services to Dominion Bridge (the Management
Arrangement")
Upon your execution and return of this letter, the parties shall be bound
by the following terms and conditions:
1. Services to be Provided EIF will provide Dominion Bridge with management
services in connection with its ongoing, day-to-day operations. During the term
of EIF's engagement, EIF shall, subject to the general supervision and control
of the Board of Directors of Dominion Bridge, furnish Dominion Bridge with the
following management services: (i) financing and administrative support
services, including oversight of collection of accounts receivable and payment
of accounts payable; (ii) marketing administration and support services; (iii)
human resources management; and (iv) oversight and administration of Dominion
Bridge's operating units. In order to facilitate the provision of these
services, the Chief Executive and Chief Financial Officers of EIF shall be given
responsibilities within Dominion Bridge's organization which are customarily
performed by a corporation's Chief Executive and Chief Financial Officers,
respectively. EIF may provide other persons to provide the services required
during the course of this management arrangement which persons shall be approved
by the Board of Directors of Dominion Bridge. The relationship of Dominion
Board of Directors of Dominion Bridge Corporation
May 13, 1998
Page2
Bridge to EIF and to any person providing services to Dominion Bridge on behalf
of EIF shall at all times be that of an independent contractor. Neither EIF nor
any person providing services to Dominion Bridge under this management
arrangement shall be deemed an employee of Dominion Bridge for any purpose or be
entitled to any rights whatsoever as an employee of Dominion Bridge.
2. Authority of EIF: Neither EIF nor any person providing services to
Dominion Bridge on behalf of EIF shall have any authority to legally bind
Dominion Bridge in any matter whatsoever, except as specified herein. EIF and
any person performing services for Dominion Bridge on behalf of EIF may, in
performance of his, her or its duties, negotiate on behalf of Dominion Bridge
with various parties, including but not limited to, creditors, stockholders,
employees of Dominion Bridge and governmental entities, but unless authorized in
writing by the Board of Directors of Dominion Bridge, no such person shall have
any authority or be under any duty whatsoever to execute documents in the name
of or on behalf of Dominion Bridge with respect to such negotiations or the
transactions contemplated therein except for agreements not exceeding US
$1,000,000 in value which are entered into in the ordinary course of business
and relate to the day to day operations of Dominion Bridge.
3. Term: EIF's engagement to provide management services for Dominion
Bridge shall be deemed to have commenced on May 1, 1998 and shall terminate on
October 31, 1998. However, notwithstanding anything herein to the contrary,
wither party hereto may terminate this Management Arrangement for any reason
whatsoever upon thirty (30) days prior written notice one to the other. The
management fee payable pursuant to Section 3 hereof shall be prorated in the
event of termination.
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4. Management Fee: As compensation for the management services to be
rendered by EIF to Dominion Bridge, Dominion Bridge shall (i) pay to EIF a
management fee of US $100,000 per month, and (ii) reimburse EIF for all
reasonable out-of-pocket expenses and disbursements incurred in rendering such
services:
5. General:
5.1 Disclosure Except as and to the extent required by law, without the
prior written consent of the other party hereto, neither EIF nor Dominion Bridge
shall make, directly or indirectly, any public comment, statement, or
communication with respect to, or otherwise to disclose or permit the disclosure
of the terms, conditions or other aspects of the Management Arrangement. If
either party is of such disclosure (or such shorter period as may be required by
law upon the advice of counsel) it shall provide to the other party hereto the
content of the proposed disclosure, the reasons that such disclosure is required
to be made publicly by law, and the time and place that such disclosure will be
made.
Board of Directors of Dominion Bridge Corporation
May 13, 1998
Page 3
5.2 Notices all notices, requests, claims, demands or other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
when delivered in person, by courier or by fax; and (ii) upon receipt of sent by
express mail, or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:
If to EIF then to:
EIF Holdings, Inc.
00 Xxxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
If to Dominion Bridge then to:
Xxxxx X. Xxxxxxx
Chairman of the Board of Directors
of Dominion Bridge Corporation
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxx
or to such other address as the person to whom such notice is given may
have previously furnished to the other party in writing in the manner set
forth above; provided, however, that any notice of a change of address
shall be effective only upon receipt thereof.
5.3 Entire Agreement. This letter of intent constitutes the entire
agreement between Dominion Bridge and EIF as to the subject matter herein, and
supersedes all prior oral and written agreements. This letter of agreement
cannot be amended, modified or terminated except by a writing executed by the
parties hereto.
5.4 Governing Law. This letter of intent shall be governed by, and
construed in accordance with the laws of the State of Delaware.
5.5 Assignability. This letter of agreement and the rights and obligations
hereunder may not be assigned except by a writing executed by the parties
hereto.
* * *
If the foregoing accurately summarizes our understanding, please so
indicate by having a duly authorized office of Dominion Bridge execute and date
both copies of this letter in the space provided below and return one copy to
the undersigned.
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Board of Directors of Dominion Bridge Corporation
May 13, 1998
Page 4
Very truly yours,
EIF HOLDINGS, INC.
By: /s/Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
-----------------------------------
Title: Chairman and Chief Executive Office
-----------------------------------
ACCEPTED AND AGREED TO THIS 13th DAY OF MAY, 1998
------
DOMINION BRIDGE CORPORATION
By: /s/Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
------------------------
Title: Chairman of the Board
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