MANAGEMENT AGREEMENT, dated as of February 24, 1998 (the
"Agreement"), between Granaria Holdings B.V., a Netherlands
corporation ("Granaria"), and Eagle-Picher Industries, Inc., an
Ohio corporation (the "Company").
INTRODUCTION
Granaria has previously provided services to the Company in
connection with the transactions contemplated by the Merger Agreement, dated as
of December 23, 1997, as amended, among the Company, the Eagle-Picher Injury
Settlement Trust, Eagle-Picher Holdings, Inc. and E-P Acquisition, Inc. The
Company desires for Granaria to provide certain ongoing consulting and advisory
services to the Company, and Granaria is willing to provide such services
subject to the terms and conditions contained in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereby agree as follows:
1. Services. The Company hereby engages Granaria for the term of
this Agreement and upon the terms and conditions herein set forth to provide
consulting and management advisory services to the Company, as reasonably
requested by the Board of Directors of the Company. These services will be in
connection with financial and strategic corporate planning and such other
management services as Granaria and the Board of Directors of Company shall
mutually agree.
2. Compensation. In consideration of the services previously
provided and to be provided in accordance with Section 1, the Company shall pay
to Granaria (and/or to such of Granaria's affiliates as Granaria may direct) an
annual management fee equal to $1.75 million to be paid to Granaria by the
Company in equal quarterly installments each year, payable in arrears beginning
May 31, 1998.
3. Indemnification. In addition to its agreements and obligations
under this Agreement, the Company agrees to indemnify and hold harmless
Granaria, and its affiliates (including its officers, directors, stockholders,
partners, members, employees and agents) from and against any and all claims,
liabilities, losses and damages (or actions in respect thereof), relating to or
arising out of the advisory and consulting services contemplated by this
Agreement or the engagement of Granaria pursuant to, and the performance by the
Granaria of the services contemplated by, this Agreement and to reimburse
Granaria and any other such indemnified person for all costs and expenses
incurred by it in connection with or relating to investigating, preparing to
defend, or defending any actions, claims or other proceedings (including any
investigation or inquiry) arising in any manner out of or in connection with
Granaria's performance under this Agreement (whether or not such indemnified
person is a named party in such proceeding); provided, however, that the Company
will not be liable under the foregoing indemnification provision for any claims,
liabilities, losses, damages or expenses to the extent that they are determined
by a court, in a final judgment from which no appeal may be taken, to have
resulted solely from the gross negligence or willful misconduct of Granaria (or
such other indemnified person).
4. Permissible Activities. Subject to all applicable provisions
of applicable law that impose fiduciary liabilities upon Granaria or its
affiliates or their respective officers and directors, nothing in this Agreement
shall in any way preclude Granaria, its affiliates or their respective officers
and directors from engaging in any business activities or from performing
services for its or their own account of others, including companies which may
be in competition with the business conducted by the Company.
5. Notice. All notices hereunder, to be effective, shall be in
writing and shall be mailed by certified mail, postage prepaid as follows:
(i) If to Granaria:
Granaria Holdings B.V.
Lange Voorhout 16
P.O. Box 233
2501 CE The Hague
The Netherlands
Attention: Joel P. Wyler
Chairman
(ii) If to the Company:
Eagle-Picher Industries, Inc.
Suite 500
250 East Fifth Street
Cincinnati, Ohio 45201
Attention: Andries Ruijssenaars
President
6. Termination. This Agreement may be terminated by Granaria at
any time by written notice to the Company. In addition, this Agreement will
terminate automatically as of the earlier of (i) the tenth anniversary of this
Agreement and (ii) the end of the fiscal year in which Granaria and its
affiliates, in the aggregate, beneficially own less than 10% of the Company's
outstanding common stock.
7. Modifications. This Agreement constitutes the entire agreement
between the parties hereto with regard to the subject matter hereof, superseding
all prior understandings and agreements whether written or oral. This Agreement
may not be amended or revised except by a writing signed by the parties.
8. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
assigns but may not be assigned by either party without the prior written
consent of the other. Notwithstanding the foregoing,
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Granaria may elect to have its obligations hereunder performed in whole or in
part by a partnership or other entity affiliated with Granaria, and Granaria may
direct that any compensation (including all or a portion of the management fee)
be paid to the affiliate performing the services hereunder with respect thereto.
9. Captions. Captions have been inserted solely for the
convenience of reference and in no way define, limit or describe the scope or
substance of any provision and shall not affect the validity of any other
provision.
10. Governing Law. This Agreement shall be construed under and
governed by the laws of New York, without reference to its conflicts of law
principles.
11. Counterparts. This Agreement may be signed in two
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement
as a sealed instrument as of the date first above written.
GRANARIA HOLDINGS B.V.
By: /s/ JOEL P. WYLER
---------------------------
Name: Joel P. Wyler
Title: Chairman
EAGLE-PICHER INDUSTRIES, INC.
By: /S/ ANDRIES RUIJSSENAARS
---------------------------
Name: Andries Ruijssenaars
Title: President
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