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EXHIBIT 10.15
TRANSACTION CONSULTING AGREEMENT
THIS TRANSACTION CONSULTING AGREEMENT (the "Agreement") is entered into
by and between CTB Holdings, Inc., a Delaware corporation (the "Company"), and
American Securities Capital Partners, L.P., a Delaware limited partnership (the
"Consultant"), dated and effective as of April 30, 1997.
WHEREAS, the Company desires to have access to the Consultant's
expertise and to obtain assistance and advice from the Consultant with regard
to the potential initial public offering of the common stock of the Company; and
WHEREAS, the Company and the Consultant agree that it is in their
respective interests to enter into this Agreement whereby, for the
consideration specified herein, the Consultant shall provide the aforesaid
services as an independent consultant to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the Company and the Consultant agree as follows:
1. Retention of Consultant. The Company hereby retains the
Consultant, and the Consultant accepts such retention, upon the terms and
conditions set forth in this Agreement.
2. Consulting Services. The Consultant shall advise and assist the
Company with regard to the development, promotion, negotiation, structure,
drafting of registration statements and related documents and any other matters
related to or necessary for the proposed initial public offering of the
Company's common stock. The Consultant shall devote such time and effort as it
determines in its reasonable discretion to be necessary to complete such
services. Such consulting services shall, in Consultant's reasonable
discretion, be rendered in person or by telephone or other communication. The
Consultant shall be free of domination or control by the Company over the
manner and time of rendering its services hereunder, and the Company shall have
no right to dictate or direct the details of the services rendered hereunder.
The Consultant shall perform all such services as an independent contractor to
the Company. The Consultant is not an employee, agent or representative of the
Company and has no authority to act for or to bind the Company without the
Company's prior written consent.
3. Compensation. As consideration for the Consultant's agreement
to render the consulting services set forth in Section 2 of this Agreement the
Company shall pay the Consultant the following fee:
(a) one-half of one percent (0.5%) of the gross proceeds
received from an initial public offering of the Company's common stock, before
deduction of underwriters' fees and other transaction costs, payable on the
closing date of the offering, but after the closing, or on such later date as
may be agreed to in writing by the parties.
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4. Non-Duplication. The Company and the Consultant expressly
acknowledge and agree that all services and any resulting fees provided under
this Agreement are in addition to, and not a duplication of, any services or
fees provided for under the Management Consulting Agreement between the Company
and the Consultant dated January 4, 1996, and nothing herein is intended to or
shall diminish or adversely affect any fees payable under such Management
Consulting Agreement nor the services to be provided by Consultant thereunder.
5. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed sufficient if
personally delivered, or sent by nationally-recognized overnight courier, by
telecopy, or by registered or certified mail, return receipt requested and
postage prepaid, addressed as follows:
if to the Consultant:
American Securities Capital Partners, L.P.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
if to the Company:
CTB Holdings, Inc.
c/o CTB, Inc.
State Road 00 Xxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: J. Xxxxxxxxxxx Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
or to such other address as the party to whom notice is to be given may have
furnished to each other party in writing in accordance herewith. Any such
notice or communication shall be deemed to have been received (a) in the case
of personal delivery, on the date of such delivery, (b) in the case of
nationally-recognized overnight courier, on the next business day after the
date when sent, (c) in the case of telecopy transmission, when received, and
(d) in the case of mailing, on the third business day following that on which
the piece of mail containing such communication is posted.
6. Benefits of Agreement. This Agreement shall bind and inure to
the benefit of any successors to or assigns of the Company and the Consultant;
provided, however, that this Agreement may not be assigned by either party
hereto without the prior written consent of the other party.
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7. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Indiana (without
giving effect to principles of conflicts of laws).
8. Headings. Section headings are used for convenience only and shall
in no way affect the construction of this Agreement.
9. Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties with respect to its subject matter and neither it
nor any part of it may in any way be altered, amended, extended, waived,
discharged or terminated except by a written agreement signed by each of the
parties hereto.
10. Counterparts. This Agreement may be executed in counterparts, and
each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.
11. Facsimile Binding. The parties agree that an executed facsimile
copy of this Agreement shall be deemed an original, and, therefore, shall be
binding upon the parties.
12. Waivers. Any party of this Agreement may, be written notice to
the other party, waive any provision of this Agreement. The waiver by any party
of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have duly executed this Transaction
Consulting Agreement as of the date first above written.
CTB HOLDINGS, INC.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
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Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
AMERICAN SECURITIES CAPITAL
PARTNERS, L.P.
By its General Partner
AMERICAN SECURITIES CAPITAL
PARTNER GP CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title:
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