EXHIBIT 99.14
MANAGEMENT CONSULTING AGREEMENT
MANAGEMENT CONSULTING AGREEMENT ("this Agreement") dated as of December
21, 2000, by and among Health Power, Inc., a Delaware corporation ("HPI"),
CompManagement, Inc., an Ohio corporation ("CMI"), CompManagement Health
Systems, Inc., an Ohio corporation ("CHS"), M&N Risk Management, Inc., an Ohio
corporation ("M&NRM"), and M&N Enterprises, Inc., an Ohio corporation ("M&NE")
(each of the aforesaid corporations being hereinafter referred to, individually,
as a "Company" and, collectively, as the "Companies"), and WC Holdings, Inc., a
Delaware corporation ("WC Holdings").
W I T N E S S E T H
WHEREAS, WC Holding desires to provide management consulting services to
the Companies, and the Companies desire to obtain such services.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree,
intending to be legally bound, as follows:
1. MANAGEMENT CONSULTING SERVICES. WC Holdings shall during the term of
this Agreement provide such management consulting services to the Companies in
the areas of banking, insurance, risk management and other senior management
matters related to the Companies' respective businesses, administration and
policies, as any of the Companies shall specifically and reasonably request, any
such request to include all background material necessary for WC Holdings to
provide such services. WC Holdings shall (i) use its reasonable efforts to deal
effectively with all subjects submitted to it hereunder and (ii) endeavor to
further, by performance of its services hereunder, the policies and objectives
of the Companies' respective corporate development, strategic planning,
investment and financial matters, and general business policies as any such
Company shall from time to time reasonably request.
2. MANAGEMENT CONSULTING FEE.
(a) Subject to Section 5 below, the Companies shall during the term
of this Agreement, for the services described in Section 1 hereto, pay to WC
Holdings, in total, an annual management consulting fee (the "Fee") equal to the
amounts due and payable by WC Holdings during the applicable year to Banc One
Mezzanine Corporation, including its permitted
successors and assigns (the "Purchaser") under that Note Purchase Agreement of
even date herewith (as amended, modified, superseded or replaced from time to
time, the "Purchase Agreement"; capitalized terms used herein below and not
otherwise defined having the meanings given to such terms in the Purchase
Agreement), among WC Holdings, as "Borrower", each of the Companies, as
"Guarantors", and the Purchaser, for interest and repayment of principal on the
Note and other fees, costs and expenses due and payable thereunder, including,
without limitation, the Performance Fee and such amounts as are necessary to pay
the premiums due in such year for the Key Man Policy (the foregoing payments of
interest, principal and other fees, costs and expenses, including, without
limitation, the Performance Fee and such amounts as are necessary to pay the
premiums due in such year for the Key Man Policy, being collectively referred to
as the "Debt Payments").
(b) The Fee shall be payable in installments in such amounts and at
such times as are sufficient for WC Holdings to make the Debt Payments on a
timely basis, provided, however, that in no event shall any installment be made
more than five (5) business days prior to the time that the corresponding Debt
Payment is due and payable under the Note.
3. ACCESS. The Companies will provide to WC Holdings and its
representatives reasonable access during normal business hours, upon reasonable
notice and in such manner as will not unreasonably interfere with the conduct of
the business of the Companies, to the books, records, tax returns and other
information with respect to the business of the Companies as WC Holdings or such
representatives consider necessary or appropriate for the purpose of furnishing
advisory services as provided in Section 1.
4. TERM. The term of this Agreement shall commence as of the date hereof
and shall terminate on the Maturity Date, or such earlier or later date that
there are, or will be, no additional Debt Payments, or WC Holdings and the
Companies otherwise agree.
5. RESTRICTIONS WITH RESPECT TO LOAN AGREEMENTS.
(a) WC Holdings agrees that in the event it receives monies under this
Agreement which are not permitted under the Loan Agreement of even date herewith
(the "Senior Loan Agreement"), among each of the Companies and Bank One, N.A.
(including its permitted successors and assigns, the "Bank") or under the
Intercreditor and Subordination Agreement of even date herewith among the Bank,
Banc One Mezzanine Corporation (including its permitted successors and assigns,
"BOMC"), the Companies and WC Holdings (the "Intercreditor Agreement"), it shall
promptly repay in cash such monies to the Companies.
(b) This Agreement shall be subject to the terms and conditions of the
Loan Documents (as defined in the Senior Loan Agreement) and the Intercreditor
Agreement.
-2-
(c) Each of the Bank and BOMC are, and shall be, third party beneficiaries
of this Agreement, including, without limitation, the foregoing provisions of
this Section 5 hereof.
6. AMENDMENT AND MODIFICATION. Subject to applicable law and to the
provisions of the Loan Documents and the Intercreditor Agreement, this Agreement
may be amended, modified or supplemented only by a written agreement of WC
Holdings and the Companies.
7. HEADINGS. The Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut applicable to agreements
made and to be performed in Connecticut without regard to such State's conflicts
of laws principles and shall be construed without regard to any presumption or
other rule requiring the construction of an agreement against the party causing
it to be drafted.
[Signature Page to Follow]
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
WC HOLDINGS, INC
By: /S/ XXXXX X. XXXXXXXXXX
Name: Xxxxx X. Xxxxxxxxxx
Title: Chairman
HEALTH POWER, INC.
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
COMPMANAGEMENT, INC.
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
COMPMANAGEMENT HEALTH SYSTEMS, INC.
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
M&N RISK MANAGEMENT, INC.
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
M&N ENTERPRISES, INC.
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
-4-
