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EXHIBIT 10.1
FIRST AMENDMENT TO
MANAGEMENT AGREEMENT
This First Amendment (this "Amendment"), dated as of April 27,
2001, by and between Harvest Partners, Inc., a New York corporation ("Harvest"),
and Global Energy Equipment Group, L.L.C., a Delaware limited liability company
(the "Company").
WITNESSETH:
WHEREAS, the Company and Harvest entered into a Management
Agreement (the "Agreement"), dated August 1, 2000, whereby Harvest agreed to
provide the Company and/or its subsidiaries and affiliates with financial
advisory and strategic planning services in exchange for good and valuable
consideration; and
WHEREAS, the parties hereto desire, and deem it in their own
best interests, to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and of the mutual benefits hereby provided, the parties hereto
hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the respective meaning assigned to such term in the
Agreement.
2. Amendments to the Agreement.
(a) Section 3(a) of the Agreement is hereby amended and
restated in its entirety as follows:
"(a) Subject to Sections 3(f) and 4 below, as full payment for
the Director Services and Harvest Services to be rendered by the
Harvest Directors to the Company hereunder, the Company shall pay to
Harvest a fee (the "Harvest Fee") equal to the sum of $1,250,000, (the
"Harvest Fee") for each calendar year commencing on August 2 (each, a
"Harvest Year"); provided, however, that the Harvest Fee shall be
reduced to $750,000 in the event Harvest, its subsidiaries and its
affiliates and any fund controlled by Harvest or any of its
subsidiaries or affiliates (collectively, the "Harvest Entities") shall
collectively hold less than 50% of the common stock of Global Power
Equipment Group Inc. held by the Harvest Entities on the date of the
consummation of the IPO (as defined below). Except as otherwise
provided in Section 3(c) below, the Harvest Fee shall be payable in
equal semi-annual installments during each Harvest Year, in advance, on
each of August 2 and February 2."
(b) Section 3(b) of the Agreement is hereby deleted in its
entirety.
(c) Section 4 of the Agreement is hereby amended and restated
in its entirety as follows:
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"4. Term. The term of this Agreement shall commence on the
date hereof and shall terminate, subject to the rights of Harvest
pursuant to Section 3(c) hereof, upon the earlier of (a) August 1, 2003
(such period being referred to herein as the "Initial Term"), unless
this Agreement is automatically renewed as provided in the next
succeeding sentence, (b) the date on which this Agreement is terminated
for cause as provided in Section 6 below and (c) the date on which the
Harvest Entities collectively own less than one-third of the common
stock of Global Power Equipment Group Inc. held by the Harvest Entities
on the date of the consummation of the IPO. Notwithstanding clause (a)
above, commencing on August 1, 2001 and continuing indefinitely
thereafter, the term of this Agreement will automatically and
immediately be extended for an additional one-year period (each such
period being referred to herein as a "Renewal Term") if written notice
of termination of this Agreement has not been given by Harvest to the
Company. Each Renewal Term shall be deemed to commence immediately
after the then-existing last day of the term hereof.
(d) Section 7 of the Agreement is hereby amended by adding the
following new sentence to the end of Section 7:
"The indemnification obligations of this Section 7 shall
survive the termination of this Agreement."
3. Status of the Agreement; Effectiveness. This Amendment is
limited solely for the purposes and to the extent expressly set forth herein
and, except as expressly modified hereby, the terms, provisions and conditions
of the Agreement shall continue in full force and effect and are hereby ratified
and confirmed in all respects. In the event of any conflict between the terms of
this Amendment and the terms of the Agreement, the terms of this Amendment shall
govern. This Amendment shall be effective as of the date on which the initial
public offering of shares of common stock of Global Power Equipment Group Inc.
(the "IPO") is consummated.
4. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.
5. Amendment and Restatement. The parties agree that, for
convenience of reference, the Agreement and this Amendment shall be restated
upon consummation of the IPO.
6. Governing Law. This Amendment shall be construed in
accordance with, and be governed by, the laws of the State of New York, without
giving effect to the conflicts of law principles thereof.
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IN WITNESS WHEREOF, each of the parties hereto have executed
this Amendment effective as of the date first written above.
HARVEST PARTNERS, INC., a New York
corporation
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: General Partner
GLOBAL ENERGY EQUIPMENT GROUP, L.L.C.,
a Delaware limited liability company
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President & CEO
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