Harbour Group Ltd.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
September 30, 1996
Omniquip International, Inc.
000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000
Re: OPERATIONS CONSULTING AND ADVISORY SERVICES
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Gentlemen:
This letter sets forth the agreement between Omniquip International,
Inc., a Delaware corporation (the "Company"), and Harbour Group Ltd., a
Delaware corporation ("HGL"), with respect to certain consulting and advisory
services to be provided by HGL to the Company from time to time.
HGL hereby agrees to provide the Company from time to time throughout the
term of this agreement, corporate strategy, operations consulting, review and
analysis, asset management, financial analysis, risk management, management
information services and such other similar services as the Company may
require from time to time.
The fee for services rendered by HGL (the "Fee") will be based on the hours
actually worked for the Company and upon HGL'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 HGL. Annually,
the Fee payable hereunder shall be adjusted so as to equal the actual cost of
the services provided to the Company under this agreement by HGL, which
actual cost includes direct cost and a pro rata share of actual related
overhead costs.
In addition to the Fee, HGL 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. HGL 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 Fee.
The Company agrees to pay HGL an annual retainer for this engagement in
the amount of $150,000, payable in monthly installments of $12,500, due on
the first day of each month. The retainer shall be applied against the Fee.
In the event that the retainer amount plus any advance payments of Expenses
shall exceed the amount of the Fee (as adjusted to actual costs) and Expenses
for the term, such excess shall be refunded to the Company.
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In the event that the Fee and Expenses at any time exceed the retainer
amount plus any advance payments of Expenses, an invoice, payable upon
receipt, will be issued with respect to such excess. HGL reserves the right
to charge interest at the rate of 1.5% per month from the invoice date if any
invoice is not paid within thirty (30) days.
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.
-3-
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 LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Vice President - Finance
Accepted and agreed to this
30th day of September, 1996
OMNIQUIP INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxxx
Chief Financial Officer
4
Schedule 1
FEES
Personnel/Position Hourly Rate
------------------- -----------
Xxxxxxx X. Xxxxxxx Vice Chairman $105
Xxxxx X. Xxxxxxx President and Chief Operating Officer 284
Xxxxxxx X. Xxx Group President 159
Xxxxxxx X. Xxx Group President 157
Xxxxxxx X. Xxxxxxxx Vice President and Treasurer 180
Xxxx Xxxxxxxx Corporate Director Manufacturing 151
Xxxxxx X. Xxx Manager of Manufacturing 60
Xxxxxx X. Xxxxxxx Manager of Environmental Affairs 95
Xxxxxxx X. Xxxxxxxx Operations Controller 91
Xxxxxxx X. Xxxxxxx Director of Accounting 66
Xxxxx XxXxxxx Xx. Project Manager 78
Xxxx Xxxxxx Manager of Systems Implementation 78
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