Exhibit 10.8
June 21, 2004
Transportation Resource Partners, L.P.
2555 Telegraph Road
Bloomsfield Hills, MI 48302
Ladies and Gentlemen:
This letter will confirm our agreement that, in connection with your investment
in Micron Holdings, Inc. (the "Company"), Transportation Resource Partners,
L.P., a Delaware limited partnership ("Investor") will be entitled to the
following contractual management rights relating to the Company, Titan Holdings,
Inc. ("Titan") and Autocam Corporation ("Autocam") (collectively, the
"Management Rights"):
1. Investor shall be entitled to routinely consult with and advise
management of the Company, Titan and Autocam and their direct and
indirect subsidiaries with respect to operations of the Company,
Titan and Autocam and their direct and indirect subsidiaries,
including all the business and financial matters of each of them and
management's proposed annual operating plans, and management will
meet regularly during each year with representatives of Investor
(the "Representatives") at the Company's, Titan's or Autocam's
facilities at mutually agreeable times for such consultation and
advice, including to review progress in achieving said plans. The
Company, Titan and Autocam shall give Investor reasonable advance
written notice of any significant new initiatives or material
changes to existing operating plans of the Company, Titan and
Autocam and their direct and indirect subsidiaries and shall afford
Investor adequate time to meet with management to consult on such
initiatives or changes prior to implementation. The Company, Titan
and Autocam and their direct and indirect subsidiaries agree to give
due consideration to the advice given and any proposals made by
Investor;
2. Investor may inspect all documents, contracts, books, records,
personnel, offices and other facilities and properties of the
Company, Titan and Autocam and their direct and indirect
subsidiaries and, to the extent available to the Company, Titan and
Autocam after the use of reasonable efforts to obtain them, the
records of their legal advisors and accountants, including the
accountants' work papers, and Investor may make such copies and
inspections thereof as Investor may reasonably request. The Company,
Titan and Autocam shall furnish Investor with such financial and
operating data and other information with respect to the business
and properties of the Company, Titan and Autocam and their direct
and indirect subsidiaries as Investor may request. The Company,
Titan and Autocam
and their direct and indirect subsidiaries shall permit the
Representatives to discuss their affairs, finances and accounts
with, and to make proposals and furnish advice with respect thereto,
the principal officers of the Company, Titan and Autocam and their
direct and indirect subsidiaries;
3. The Company shall deliver to Investor:
(a) as soon as available and in any event within 45 days after the
end of each of the first three quarters of each fiscal year of
the Company, consolidated balance sheets of the Company and
its direct and indirect subsidiaries as of the end of such
period then ended, and consolidated statements of income and
cash flows of the Company and its direct and indirect
subsidiaries for the period then ended, in each case prepared
in conformity with generally accepted accounting principles in
the United States applied on a consistent basis, except as
otherwise noted therein and subject to the absence of
footnotes and to year-end adjustments;
(b) as soon as available and in any event within 120 days after
the end of each fiscal year of the Company, a consolidated
balance sheet of the Company and its direct and indirect
subsidiaries as of the end of such year, and consolidated
statements of income and cash flows of the Company and its
direct and indirect subsidiaries for the year then ended, in
each case prepared in conformity with generally accepted
accounting principles in the United States applied on a
consistent basis, except as otherwise noted therein, together
with an auditor's report thereon of a firm of established
national reputation; and
(c) to the extent the Company or any direct or indirect subsidiary
is required by law or pursuant to the terms of any outstanding
indebtedness of the Company or any direct or indirect
subsidiary to prepare such reports, any annual reports,
quarterly reports and other periodic reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
actually prepared by the Company or any direct or indirect
subsidiary as soon as available.
Investor agrees, and shall cause each of its Representatives to agree, to
hold in confidence and trust and not use or disclose any confidential
information provided to or learned by it in connection with the exercise of
Investor's Management Rights under this letter agreement, unless otherwise
required by law or unless such confidential information otherwise becomes
publicly available or available to it other than through this letter agreement.
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The rights set forth in this letter agreement, together with the rights of
Investor set forth in the Stockholders' Agreement, dated as of June 21, 2004, by
and among the Company, Investor, and certain other parties (collectively,
"Rights"), are intended to satisfy the requirement of contractual management
rights for purposes of qualifying Investor's interest in the Company as a
venture capital investment for purposes of the Department of Labor's "plan
assets" regulations, and in the event that, after the date hereof, as a result
of any change in applicable law or regulation or a judicial or administrative
interpretation of applicable law or regulation, it is determined that such
Rights are not satisfactory for such purpose, Investor and the Company shall
reasonably cooperate in good faith to agree upon mutually satisfactory
management rights which satisfy such regulations.
[signature page follows]
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Very truly yours,
Micron Holdings, Inc.
By: /s/ John C. Kennedy
_________________________________
Name: _________________________________
Title: _________________________________
Titan Holdings, Inc., a Delaware corporation
By: /s/ John C. Kennedy
_________________________________
Name: _________________________________
Title: _________________________________
Autocam Corporation, a Michigan corporation
By: /s/ John C. Kennedy
_________________________________
Name: _________________________________
Title: _________________________________
AGREED AND ACCEPTED THIS
___ day of June, 2004
Transportation Resource Partners, L.P.
By: /s/ James Hislop
__________________________
Its: __________________________
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