EXHIBIT 10.17
AMENDMENT NO. 1 TO CONSULTING AGREEMENT
AMENDMENT NO. 1, dated as of April 1, 1998, to the CONSULTING
AGREEMENT, dated as of March 30, 1998, by and among NA Holding Corporation, a
Delaware corporation ("HOLDING"), NA Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Holding ("NA ACQUISITION"), and North
American Van Lines, Inc. a Delaware corporation and wholly owned subsidiary of
Holding (the "COMPANY") and Xxxxxxx, Dubilier & Rice, Inc., a Delaware
corporation ("CD&R").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into a Consulting
Agreement, dated as of March 30, 1998 (the "Consulting Agreement");
WHEREAS, NA Acquisition has been merged with and into the
Company, with the Company as the surviving corporation and a direct wholly owned
subsidiary of Holding; and
WHEREAS, the parties hereto wish to amend certain provisions
of the Consulting Agreement and to set forth the parties' agreement with respect
to certain waivers of certain provisions of the Consulting Agreement as herein
provided;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth herein, the parties hereto hereby
agree as follows:
1. AMENDMENT TO SECTION 3. Section 3(b) of the Consulting
Agreement is hereby amended to read in its entirety as follows:
(b) The Acquisition Group jointly and severally agree to pay
to CD&R, as compensation for Continuing Services rendered and to be rendered by
CD&R hereunder, a fee of $400,000 per year (the "CONTINUING SERVICES FEE"),
one-twelfth of which shall be payable on the first day of each month commencing
on the first day of the month following the date of the closing of the
Acquisition. Such Continuing Services Fee may, in the sole discretion of a
majority of the members of the Company's Board of Directors who are not
affiliated with CD&R, be increased but may not be decreased without the prior
written consent of CD&R. If any employee of CD&R shall be elected to serve on
the Board of Directors of any member of the Acquisition Group or any of their
affiliates (a "DESIGNATED DIRECTOR"), in consideration of the Continuing
Services Fee being paid to CD&R, CD&R shall cause such Designated Director to
waive any and all fees to which such director
would otherwise be entitled as a director for any period for which the Fee or
any installment thereof is paid.
2. CONFIRMATION OF CONSULTING AGREEMENT. Except as set forth
in this Amendment, hereof, the Consulting Agreement is in all respects hereby
ratified and confirmed and shall continue in full force and effect as amended
hereby.
3. MISCELLANEOUS. This Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument. This Amendment shall in all
respects be construed in accordance with and governed by the substantive laws of
the State of New York without regard to conflict of laws principles.
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IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first above written.
XXXXXXX, DUBILIER & RICE, INC.
By: /s/ Xxxxxx X. Xxxx, III
-----------------------------
Name: Xxxxxx X. Xxxx, III
Title: Chairman
NA HOLDING CORPORATION
By: /s/ X. Xxxxx Uber
------------------------------
Name: X. Xxxxx Uber
Title: President and Chief
Executive Officer
NORTH AMERICAN VAN LINES, INC.
By: /s/ X. Xxxxx Uber
-----------------------------
Name: X. Xxxxx Uber
Title: President and Chief
Executive Officer
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