EXHIBIT 10.5
AMENDMENT NO. 1
TO MANAGEMENT CONSULTING AGREEMENT
AMENDMENT NO. 1, dated as of January 1, 1998 ("Amendment No. 1"), to that
certain Management Consulting Agreement, dated as of October 31, 1991 (the
"Agreement"), between PRESTOLITE ELECTRIC INCORPORATED, a corporation organized
and existing under the laws of the State of Delaware (the "Company"), and
GENSTAR INVESTMENT CORPORATION, a corporation organized and existing under the
laws of the State of Delaware ("GIC").
W I T N E S S E T H:
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WHEREAS, the parties to the Agreement, pursuant to Section 6 of the
Agreement, desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree to amend the Agreement pursuant to Section 6 of the Agreement as
follows:
SECTION 1. Amendments to the Agreement. Section 3(a) of the Agreement is
amended and restated as follows:
"SECTION 3. Compensation. (a) In consideration of the service provided
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by GIC hereunder, the Company shall pay to GIC a management consulting fee equal
to the greater of (i) $900,000 per annum or (ii) 0.3% of the Company's annual
net sales for the prior fiscal year as reflected in the Company's annual audited
Consolidated Statements of Operations for the prior fiscal year, in either case
payable in four equal installments thirty days following the last day of March,
June, September and December during the term hereof, commencing March 31, 1998.
Any amount not paid when due hereunder shall bear interest at the rate of 10%
per annum."
SECTION 2. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof each reference in the Agreement to "this Agreement," "the Agreement,",
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Agreement as amended by Section 1 hereof.
(b) Except as specifically amended above, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
SECTION 3. Execution and Counterparts. This Amendment No. 1 may be
executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party hereto has executed, or caused its duly
authorized officer to execute, this Amendment No. 1 as of the date first written
above.
PRESTOLITE ELECTRIC INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
GENSTAR INVESTMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Director