CHARTWELL INVESTMENTS INC.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 30, 1998
Xxxxxx Material Handling, Inc.
000 Xxxx Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxx 00000
Attention: President
Dear Sirs:
This letter is to confirm our agreement that in connection with the
transactions (the "Transactions") contemplated in the Recapitalization Agreement
dated as of January 28, 1998, as amended, by and among Harnischfeger
Corporation, a Delaware corporation, the Sellers named therein and MHE
Investments, Inc., a Delaware corporation, you have agreed to reimburse us at
the closing of the Transactions (the "Closing") for the reasonable out-of-pocket
costs and expenses which we have incurred in connection with the Transactions.
You have also agreed to pay us a fee for advisory services we have rendered to
you in connection with the financing of the Transactions (the "Financing") at
the Closing equal to: one percent (1%) of total capitalization of Xxxxxx
Material Handling, Inc. and MMH Holdings, Inc. (collectively hereinafter
referred to as "Xxxxxx") including, without limitation but without duplication,
all debt and facilities, and preferred and common equity interests (the
"Advisory Fee").
These services are attributable to acting as exclusive financial advisor
with respect to the Transactions and the Financing and negotiating and assisting
with the documentation related to the Financing (collectively, the "Advisory
Services").
Each of the parties hereto acknowledges that the Advisory Services for
which the Advisory Fee is to be paid hereunder have been heretofore rendered by
Chartwell Investments Inc. at your request in connection with the Financing as
described above.
Xxxxxx agrees to indemnify and hold Chartwell Investments Inc., its
officers, employees and agents (each an "Indemnified Party") harmless against
any liability, claim, loss or expenses, as and when incurred ("Damages"), to
which an Indemnified Party may become subject as a result of the performance of
the services described herein; provided, however, that Xxxxxx shall not be
liable to an Indemnified Party for Damages resulting primarily and directly from
the Indemnified Party's bad faith, gross negligence or willful misconduct, and
Chartwell Investments Inc. shall so indemnify Xxxxxx for damages arising from
its bad faith, gross negligence or willful misconduct.
The benefits of this Agreement shall inure to the respective successors
and assigns of the parties hereto and of the indemnified parties hereunder and
their successors and assigns and representatives, and the obligations and
liabilities assumed hereunder by the parties hereto shall be binding upon their
respective successors and assigns.
This Agreement shall not be assignable by the parties hereto without
mutual written consent.
This Agreement shall be subject to and governed by the laws of the State
of Delaware without regard to its conflict of laws principles and rules.
If the foregoing comports with your understanding of our agreement, please
sign below, whereupon this letter shall be a valid and binding agreement.
Very truly yours,
CHARTWELL INVESTMENTS INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: President
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ACCEPTED AND AGREED AS OF THIS
30th DAY OF MARCH, 1998
XXXXXX MATERIAL HANDLING, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President
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MMH HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
-------------------------
Title: President
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