EXHIBIT 10(iii)
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of September
29, 2000 (the "EFFECTIVE DATE"), by and between Universal Mfg. Co., a Nebraska
corporation ("UNIVERSAL"), Universal Distribution LLC, a Nebraska limited
liability company (the "DISTRIBUTION LLC"), Rainbo Oil Company, an Iowa
corporation ("RAINBO"), and Rainbo Company LLC d/b/a Value Independent Parts
("COMPANY").
WHEREAS: Distribution LLC and Rainbo are currently the only two
"MEMBERS" of Company; and
WHEREAS, Universal has been appointed "MANAGER" of Company subject to
the terms and conditions contained herein and in Company's Operating Agreement
dated September 29, 2000 (the "OPERATING AGREEMENT").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed as follows:
1. UNIVERSAL'S DUTIES. Universal covenants and agrees as Manager
and agent for the Company to perform its managerial duties and services in
accordance with the terms of the Operating Agreement and to perform such duties
and services in a good and workmanlike manner.
2. UNIVERSAL'S MANAGEMENT FEE. As compensation for all services
to be rendered pursuant to the terms herein and the Operating Agreement,
Universal shall be entitled to a fee as determined and agreed upon from time to
time by one hundred percent (100%) of the Members of Company (the "MANAGEMENT
FEE"). Universal shall furnish Company a monthly invoice, stating the Management
Fee due to Universal, plus an itemization of any expenses incurred by Universal.
Payment of each invoice shall be due within thirty (30) days of receipt, unless
otherwise agreed to in writing by the parties.
3. REIMBURSEMENT OF EXPENSES. Universal shall be reimbursed for
all expenses reasonably incurred by Universal in performance of its duties as
Manager.
4. TERM AND TERMINATION. The term of this Agreement shall
commence upon the Effective Date and shall continue in effect as long as the
Operating Agreement remains in full force and effect unless terminated earlier
by a vote of one hundred percent (100%) of the Members of Company.
5. MISCELLANEOUS PROVISIONS.
(a) This Agreement cannot be changed, modified, varied or
altered except by a writing executed by each of the parties hereto.
This Agreement constitutes and merges all of the understandings and
agreements of the parties with respect to the subject matter hereof.
(b) This Agreement may not be assigned by any party
without the prior written consent of one hundred percent (100%) of the
Members of Company.
(c) The Agreement shall be construed in accordance with
the laws of the State of Nebraska without regard to its conflict of law
principals.
(d) Any controversy or claim arising out of or relating
to this Agreement shall be settled by arbitration in the City of Omaha.
County of Xxxxxxx, State of Nebraska, in accordance with the rules of
the American Arbitration Association and judgement upon the award
rendered may be entered in any court having jurisdiction thereof.
(e) All notices required or otherwise directed to either
party shall be sent by registered or certified mail, postage prepaid,
to such person at the last known address of such person, the date of
registry thereof, or the date of the certification receipt therefor
being deemed the date of such notice; provided, however, that any
written communication containing such information which is sent to such
person and actually received by such person; the same shall constitute
notice for all purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
UNIVERSAL MFG. CO., a Nebraska corporation RAINBO COMPANY LLC, d/b/a Value
Independent Parts, a Nebraska
limited liability company
By: By:
--------------------------------- --------------------------------
Its: Its:
-------------------------------- -------------------------------
UNIVERSAL DISTRIBUTION LLC, a Nebraska RAINBO OIL COMPANY, an Iowa
limited corporation liability company
By: By:
--------------------------------- --------------------------------
Its: Its:
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