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EXHIBIT 10.10
MANAGEMENT AGREEMENT
AGREEMENT made this 15 day of April, 2003, by and among Castle Harlan,
Inc., a Delaware corporation ("CHI") and Advanced Accessory Systems, LLC, a
Delaware limited liability company, ("AAS"), and CHAAS Acquisitions, LLC, a
Delaware limited liability company ("Acquisitions" and, together with AAS, the
"Companies" and each, a "Company").
W I T N E S S E T H:
WHEREAS, the Companies desire to retain CHI to provide business and
organizational strategy, financial and investment management, advisory and
merchant and investment banking services to the Companies and their direct and
indirect subsidiaries upon the terms and conditions hereinafter set forth, and
CHI is willing to undertake such obligations;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:
1. APPOINTMENT. The Companies hereby engage CHI, and CHI hereby
agrees, upon the terms and subject to the conditions set forth herein, to
provide certain services to the Companies and their direct and indirect
subsidiaries as described in Section 3 hereof.
2. TERM. The term of this Agreement (the "Term") shall be for an
initial term expiring December 31, 2008. Such term shall be renewed
automatically for additional one-year terms thereafter unless CHI or the
Companies shall give notice in writing within 90 days before the expiration of
the initial term or any one-year renewal thereof of its desire to terminate this
Agreement. The provisions of Section 6 and otherwise as the context so requires
shall survive the termination of this Agreement.
3. DUTIES OF CHI. CHI shall provide the Companies and their
direct and indirect subsidiaries with business and organizational strategy,
financial and investment management, advisory and merchant and investment
banking services (collectively, the "Services").
3.1. EXCLUSIONS FROM "SERVICES". Notwithstanding anything in the
foregoing to the contrary, the following services are specifically excluded from
the definition of "Services":
(i) INDEPENDENT ACCOUNTING SERVICES. Accounting services rendered
to the Companies, their direct or indirect subsidiaries, or CHI, with prior
notice and consultation with the management of the Companies, by an independent
accounting firm or accountant (I.E., an accountant who is not an employee of
CHI);
(ii) LEGAL SERVICES. Legal services rendered to the Companies,
their direct or indirect subsidiaries, or CHI, with prior notice and
consultation with the management of the Companies, by an independent law firm or
attorney (I.E., an attorney who is not an employee of CHI);
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(iii) TRANSACTION SERVICES. Services in connection with any
transaction in which the Companies or their direct or indirect subsidiaries may
be, or may consider becoming, involved, including acquisitions, divestitures or
financings, it being understood that CHI shall be first approached and shall
have a thirty day period concerning all opportunities during which it may decide
to perform, for an additional fee to be established at such time, any of such
transaction related services; and
(iv) INDEPENDENT ACTUARIAL SERVICES. Actuarial services rendered to
the Companies, their direct or indirect subsidiaries, or CHI with prior notice
and consultation with the management of the Companies, by an independent
actuarial firm or actuary (I.E., an actuary who is not an employee of CHI).
4. POWERS OF CHI. So that it may properly perform its duties
hereunder, CHI shall, subject to Section 8 hereof, have the authority to do all
things necessary and proper to carry out the duties set forth in Section 3.
5. COMPENSATION AND REIMBURSEMENT. As consideration payable to
CHI or any of its affiliates for providing the Services to the Companies and
their direct and indirect subsidiaries, the Companies shall pay to CHI, not more
frequently than quarterly in advance, to the extent not prohibited by the
agreements and instruments governing indebtedness for borrowed money of the
Companies, an annual management fee in an amount equal to 4% of the aggregate
equity contributions made by members of the Castle Harlan Group to the Companies
and their subsidiaries (the "Annual Fee"). Such payments shall accrue to the
extent not paid. In addition to the Annual Fee, the Companies shall, at the
direction of CHI, pay directly or reimburse CHI for its Out-of-Pocket Expenses
(as hereinafter defined) incurred in connection with the Services provided for
in Section 3 hereof. For purposes of this Agreement, the term "Out-of-Pocket
Expenses" shall mean the reasonable amounts paid by CHI in connection with the
Services provided for in Section 3, including (i) fees and disbursements of any
independent professionals and organizations, including independent auditors and
outside legal counsel, investment bankers or other financial advisors or
consultants, (ii) costs of any outside services of independent contractors such
as financial printers, couriers, business publications or similar services and
(iii) transportation, per diem, telephone calls, entertainment and all other
reasonable expenses actually incurred by CHI in rendering the Services provided
for herein. All reimbursements for Out-of-Pocket Expenses shall be made promptly
upon or as soon as practicable after presentation by CHI to the Companies of the
statement in connection therewith. For purposes of this Agreement, "Castle
Harlan Group" shall mean Castle Harlan Partners IV, L.P., CHI and any other
accounts or funds managed by CHI or Affiliates of CHI, and "Affiliate" shall
mean, with respect to any specified individual, corporation, limited liability
company, partnership, association, trust or other entity or organization (each,
a "Person"), a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with, such
specified Person (it being understood that a Person shall be deemed to "control"
another Person, for purposes of this definition, if such Person directly or
indirectly has the power to direct or cause the direction of the management and
policies of such other Person, whether through holding beneficial ownership
interests in such other Person, through contracts or otherwise).
6. INDEMNIFICATION. The Companies will, jointly and severally,
indemnify and hold harmless CHI and its officers, directors, employees, agents,
representatives and affiliates (each
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being an "Indemnified Party") from and against any and all losses, claims,
damages and liabilities, joint or several, to which such Indemnified Party may
become subject under any applicable federal or state law, any claim made by any
third party or otherwise, relating to or arising out of the advisory and
consulting Services contemplated by this Agreement or the engagement of CHI
pursuant to, and the performance by CHI or such Indemnified Party of the
Services, and the Companies will reimburse any Indemnified Party for all costs
and expenses (including reasonable attorneys' fees and expenses) as they are
incurred in connection with the investigation of, preparation for or defense of
any pending or threatening claim, or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto. The Companies will not
be liable under the foregoing indemnification provision to the extent that any
loss, claim, damage, liability, cost or expense is determined by a court, in a
final judgment from which no further appeal may be taken, to have resulted
solely from the gross negligence or willful misconduct of CHI. The reimbursement
and indemnity obligations of the Companies under this paragraph shall be in
addition to any liability which the Companies may otherwise have, shall extend
upon the same terms and conditions to any affiliate of CHI and the stockholders,
officers, directors, employees, agents, representatives, affiliates and
controlling persons (if any), as the case may be, of CHI and any such affiliate
and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Companies, CHI, any such affiliate and
any such person. The foregoing provisions shall survive the termination of this
Agreement.
7. DISTRIBUTIONS. The Companies shall cause their subsidiaries to
distribute funds to the Companies to the extent necessary for the Companies to
satisfy their obligations under this Agreement.
8. INDEPENDENT CONTRACTORS. Nothing herein shall be construed to
create a joint venture or partnership between CHI, on the one hand, and the
Companies, on the other hand, or an employee/employer relationship. CHI shall be
an independent contractor pursuant to this Agreement. Neither CHI nor the
Companies shall have any express or implied right or authority to assume or
create any obligations on behalf of or in the name of the other or to bind the
other to any contract, agreement or undertaking with any third party.
9. NOTICES. Any notice or other communications required or
permitted to be given hereunder shall be in writing and delivered by hand or
mailed by registered or certified mail, return receipt requested, or by
telecopier to the party to whom it is to be given at its address set forth
herein, or to such other address as the party shall have specified by notice
similarly given and the mailing date shall be deemed the date from which all
time periods pertaining to a date of notice shall run.
(i) If to AAS, to it at:
Advanced Accessory Systems, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313
Fax: (586) 997-6868
Attention: Chief Executive Officer
(ii) If to Acquisitions, to it at:
CHAAS Acquisitions, LLC
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c/o Castle Harlan, Inc.
150 East 58th Street
37th Floor
New York, New York 10155
Fax: (212) 207-8042
Attention: Marcel Fournier and Howard Weiss
with a copy to:
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 593-5955
Attention: Andre Weiss
(iii) if to CHI, to it at:
150 East 58th Street
37th Floor
New York, New York 10155
Fax: (212) 207-8042
Attention: Marcel Fournier and Howard Weiss
with a copy to:
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 593-5955
Attention: Andre Weiss
10. ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties and their successors and assigns. However, neither
this Agreement nor any of the rights of the parties hereunder may be transferred
or assigned by either party hereto, except that (i) if either Company shall
merge or consolidate with or into, or sell or otherwise transfer substantially
all its assets to, another corporation which assumes the obligations of such
Company under this Agreement, such Company may assign its rights hereunder to
that corporation and (ii) CHI may assign its rights and obligations hereunder to
any other person or entity controlled, directly or indirectly, by John K. Castle
and/or Leonard M. Harlan. Any attempted transfer or assignment in violation of
this Section 10 shall be void.
11. PERMISSIBLE ACTIVITIES. Nothing herein shall in any way
preclude CHI or its affiliates or its respective officers, directors and
partners from engaging in any business activities or from performing services
for its or their own account or for the account of others, including companies
which may be in competition with the business conducted by the Companies or
their direct or indirect subsidiaries.
12. GENERAL. No amendment or waiver of any provision of this
Agreement, or consent to any departure by either party from any such provision,
shall in any event be effective
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unless the same shall be in writing and signed by the parties to this Agreement.
The waiver of any party of any breach of this Agreement shall not operate or be
construed to be a waiver of any subsequent breach.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings, oral and written, among the parties hereto with respect to the
subject matter hereof.
14. SECTION HEADINGS. The section headings contained herein are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.
15. APPLICABLE LAW. This agreement and the rights and obligations
of the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York. Each of the parties
hereto hereby irrevocably submits to the exclusive jurisdiction of any Federal
court sitting in the Southern District of New York over any suit, action or
proceeding arising out of or relating to this agreement. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted or not
prohibited by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. Each of the parties hereto
hereby irrevocably consents to the service of process in any suit, action or
proceeding by sending the same by certified mail, return receipt requested or by
overnight courier service, to the address of such party set forth in Section 9
or in the records of the Companies. EACH PARTY HERETO WAIVES ANY RIGHT IT MAY
HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT HEREUNDER OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
16. SEVERABILITY. Any section, clause, sentence, provision,
subparagraph or paragraph of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate
or nullify the remainder of this Agreement, but the effect thereof shall be such
section, clause, sentence, provision, subparagraph or paragraph so held to be
invalid, illegal or ineffective.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the day and year first above written.
CASTLE HARLAN, INC.
By: /s/ Marcel Fournier
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Name: Marcel Fournier
Title: Managing Director
ADVANCED ACCESSORY SYSTEMS, LLC
By: /s/ Terence C. Seikel
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Name: Terence C. Seikel
Title:
CHAAS ACQUISITIONS, LLC
By: /s/ Marcel Fournier
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Name: Marcel Fournier
Title: