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MANAGEMENT CONSULTING AGREEMENT
by and among
COMPASS AEROSPACE CORPORATION
DUNHILL BANK CARIBBEAN LTD.
and
HAYES CAPITAL CORPORATION
Dated as of November __, 1997
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TABLE OF CONTENTS
ARTICLE I
RIGHTS AND OBLIGATIONS OF COMPASS AEROSPACE . . . . . ..1
1.1 Rights . . . . . . . . . . . . . . . . . . . . . ..1
1.2 Duties . . . . . . . . . . . . . . . . . . . . . ..1
ARTICLE II
SERVICES OF CONSULTANTS . . . . . . . . . . . . . . . ..2
2.1 Engagement of Services . . . . . . . . . . . . . ..2
2.2 Duties . . . . . . . . . . . . . . . . . . . . . ..2
ARTICLE III
COMPENSATION OF CONSULTANTS . . . . . . . . . . . . . ..2
3.1 Consulting Fee . . . . . . . . . . . . . . . . . ..2
3.2 Withholding. . . . . . . . . . . . . . . . . . . ..3
3.3 Expenses . . . . . . . . . . . . . . . . . . . . ..3
3.4 Dispute Mechanism. . . . . . . . . . . . . . . . ..3
ARTICLE IV
TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . ..4
4.1 Term . . . . . . . . . . . . . . . . . . . . . . ..4
4.2 Termination. . . . . . . . . . . . . . . . . . . ..4
ARTICLE V
INDEMNIFICATIONS AND LIMITATION OF LIABILITY. . . . . ..4
5.1 Indemnification of Consultants . . . . . . . . . ..4
5.2 Limitation of Liability. . . . . . . . . . . . . ..4
5.3 Indemnification of Compass Aerospace . . . . . . ..4
ARTICLE VI
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . ..5
6.1 No Partnership or Joint Venture. . . . . . . . . ..5
6.2 Assignment . . . . . . . . . . . . . . . . . . . ..5
6.3 Notices. . . . . . . . . . . . . . . . . . . . . ..5
6.4 Force Majeure. . . . . . . . . . . . . . . . . . ..6
6.5 Severability . . . . . . . . . . . . . . . . . . ..6
6.6 Entire Agreement, Modification . . . . . . . . . ..6
6.7 Governing Law. . . . . . . . . . . . . . . . . . ..6
6.8 Binding Effect . . . . . . . . . . . . . . . . . ..6
6.9 Counterparts . . . . . . . . . . . . . . . . . . ..6
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THIS MANAGEMENT CONSULTING AGREEMENT ("Agreement") is dated as of November
__, 1997 by and among Compass Aerospace Corporation, a Delaware corporation
("Compass Aerospace"), Dunhill Bank Caribbean Ltd., a Barbados bank ("Dunhill"),
and Hayes Capital Corporation, a Delaware corporation ("Hayes") (Hayes and
Dunhill collectively, the "Consultants").
W I T N E S S E T H:
WHEREAS, Compass Aerospace has acquired or anticipates acquiring the
stock or assets of certain companies engaged in operations in the aerospace
industry, which Compass Aerospace intends to own and operate through certain
subsidiary entities (the operations shall be referred to as the "Aerospace
Operations" and each subsidiary entity comprising the Aerospace Operations shall
be referred to as an "Aerospace Entity");
WHEREAS, Consultants have an expertise in acquiring and operating companies
and in developing strategic plans for growth, acquisition, divestiture and
future capitalization of such companies; and
WHEREAS, Compass Aerospace desires Consultants to provide management advice
with respect to its own day-to-day operations and its Aerospace Operations, as
well as to assist Compass Aerospace in developing strategic plans for future
acquisitions, divestitures and investments.
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE I
RIGHTS AND OBLIGATIONS OF COMPASS AEROSPACE
1.1 RIGHTS. Compass Aerospace, through its duly appointed officers and
directors, shall have the right to consult with the Consultants, from time to
time, as may be necessary or desirable on matters related to its day-to-day
operations and those of the Aerospace Entities, including, without limitation,
management decisions made in the ordinary course (all of the preceding
activities referred to herein as the "Ordinary Course Activities") and related
to planning, budgeting and implementing strategic growth plans, future
acquisitions, divestitures and investments, and any financing, refinancing and
capital market transactions related to the growth plans (all of the preceding
activities referred to herein as the "Strategic Activities").
1.2 DUTIES. Compass Aerospace, through its duly appointed officers and
directors, shall be obligated to afford Consultants access to its operations and
records and to those of its Aerospace Operations to the extent necessary or
relevant to Consultants' services hereunder.
1
ARTICLE II
SERVICES OF CONSULTANTS
2.1 ENGAGEMENT OF SERVICES. Compass Aerospace hereby engages Consultants
to render advice and assistance, from time to time, as requested by Compass
Aerospace. Dunhill is hereby engaged to render services related to the
Strategic Activities, and Hayes is hereby engaged to render services related to
the Ordinary Course Activities and all such other services or duties as may
require advice or assistance to be rendered in the United States.
2.2 DUTIES. Consultants shall provide the consulting services as set
forth in Section 2.1 and shall make available to Compass Aerospace sufficient
personnel and other support services as may be necessary or desirable to carry
out their respective obligations hereunder. Dunhill hereby covenants and agrees
that in rendering the services required of it hereunder, Dunhill (a) will not
render any services in the United States and (b) will render services only at
its own facilities, using its own personnel at its offices in Barbados or at
such other locations outside of the United States as Dunhill deems appropriate.
Consultants shall perform all tasks necessary and appurtenant to the engagement
of their services under Section 2.1 hereof but do not guarantee or warrant any
particular financial or operational results. Consultants shall each separately
prepare and submit to Compass Aerospace on a quarterly basis, or more frequently
as requested by Compass Aerospace, an expense budget that estimates all
(x) reimbursable expenses anticipated to be incurred by the Consultant on behalf
of Compass Aerospace or any Aerospace Entity, and (y) nonreimbursable expenses
anticipated to be incurred by Compass Aerospace or any Aerospace Entity at the
recommendation of the Consultant, both for the next preceding calendar quarter.
ARTICLE III
COMPENSATION OF CONSULTANTS
3.1 CONSULTING FEE. Consultants shall be paid, as compensation for the
services of the Consultants hereunder, a fee (the "Consulting Fee") which in the
aggregate shall be equal to four percent (4%) of EBITDA. For purposes of this
Agreement, "EBITDA" shall mean earnings before interest, taxes, depreciation and
amortization of Compass Aerospace on a consolidated basis as shown in its
quarterly financial statements, as prepared by Compass Aerospace, and in its
annual financial statements, as prepared by a nationally-recognized accounting
firm as selected by Compass Aerospace, and all as prepared under generally
accepted accounting principles of the United States. The aggregate fee shall be
payable eighty percent (80%) to Dunhill for its services hereunder, and twenty
percent (20%) to Hayes for its services hereunder. Such Consulting Fee shall be
paid quarterly (in arrears), and shall be due and payable on or before the
first day of each February, May, July and October during the term of this
Agreement; PROVIDED, HOWEVER, that in the event this Agreement is terminated in
accordance with Article IV hereof as of a date that is not the last day of a
quarter, such Consulting Fee shall be prorated on a daily basis and between the
Consultants pro
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rata based upon their percentages as set forth in this Section 3.1, and any
excess amount shall be applied against any amounts owed under Section 3.3 or
refunded, as determined by Compass Aerospace in its sole discretion, AND
PROVIDED, HOWEVER, that such Consulting Fee shall be subject to Compass
Aerospace's right of offset as provided in Section 3.2.
3.2 WITHHOLDING. Compass Aerospace is authorized to withhold from
payments of the Consulting Fee or any other payments made to Consultants and
to pay over to any federal, state and local government or any foreign
government, any amounts required to be so withheld pursuant to the Internal
Revenue Code of 1986, as may be amended (the "Code"), or any provisions of
any other federal, state or local law or any foreign law; PROVIDED, HOWEVER,
that should the withholding apply only to one Consultant and not the other,
the withholding shall be made only out of the portion payable to the party on
whom withholding is required, and the other Consultant shall be paid the
gross Consulting Fee or other payment to which it is entitled. All amounts
withheld or paid over pursuant to the Code or any provision of any state,
local or foreign tax law with respect to any payment to a Consultant shall be
treated, for all purposes under this Agreement, as amounts paid to that
Consultant with respect to which such amount was withheld pursuant to this
Section 3.2. If the amount required to be paid over exceeds the current
payment to which that Consultant is entitled under Section 3.1, the amount of
the excess shall be treated as a loan by Compass Aerospace to that
Consultant, and that loan shall be repayable in full, with interest as
determined below, within thirty (30) days of the remittance of the taxes to
the proper taxing authorities. Compass Aerospace shall specifically have the
right to offset and to apply any Consulting Fees due and payable to a
Consultant hereunder against any amounts owing as a loan to that Consultant
from Compass Aerospace under this Section 3.2. The loan shall bear interest
from the date of the remittance to the date of payment at the rate of
interest equal to the lesser of (a) ten percent (10.0%) per annum (compounded
annually and computed on the basis of a 365/366 day year), or (b) the
maximum interest rate permitted by applicable law.
3.3 EXPENSES. Consultants may incur obligations or expenses for the
account of and on behalf of Compass Aerospace, itself, or for any Aerospace
Entity. Each Consultant will receive reimbursements directly from Compass
Aerospace equal to all costs incurred by that Consultant which are directly
related to and for the benefit of Compass Aerospace or any Aerospace Entity
which shall include, but not be limited to, salaries, travel expenses, legal
expenses, and the cost of outside consultants. Each Consultant's expense
budgets shall be periodically reviewed and compared to actual charges
incurred hereunder, as provided in Section 2.2.
3.4 DISPUTE MECHANISM. Any disputes that may arise over expenses
incurred by Consultants on behalf of Compass Aerospace or any Aerospace
Entity or reimbursement thereof, shall be resolved by a committee composed of
three (3) members (the "Committee"). The powers of the Committee shall be
limited to resolution of expense reimbursement disputes as provided hereunder
and those actions necessary or desirable to implement any agreed resolution
thereof. One member of the Committee shall be appointed by Compass Aerospace
from among its officers, one shall be appointed by Dunhill from among its
officers, and the last shall be appointed by Hayes from among its officers.
The Committee members shall serve indefinite terms, and each can be removed
3
by its respective appointing authority with or without cause. Each member
shall have one vote, and any resolution shall be approved by majority vote.
Compass Aerospace and Consultants shall be bound by the Committee's
determination as to the resolution of fee disputes.
ARTICLE IV
TERM OF AGREEMENT
4.1 TERM. This Agreement shall commence on the date first written
above and shall continue until the end of business on November ___, 2003, on
which date this Agreement shall automatically renew on the same terms for
multiple, subsequent one year terms unless and until terminated as of the end
of the then existing term by any party providing written notice to the other
parties on or before ninety (90) days prior to the end of the then existing
term.
4.2 TERMINATION. This Agreement shall terminate on the earlier of (a)
the date that is the last day of the then existing term during which notice
was provided as specified in Section 4.1, or (b) the date determined by the
mutual written agreement of the parties hereto.
ARTICLE V
INDEMNIFICATIONS AND LIMITATION OF LIABILITY
5.1 INDEMNIFICATION OF CONSULTANTS. Consultants shall not be liable
for decisions or actions taken by them in their good faith exercise of
business judgment in carrying out their respective powers or duties pursuant
to this Agreement, even if harm, damage or loss may result thereby to Compass
Aerospace, any Aerospace Entity, their affiliates, directors, officers,
employees, or agents. Compass Aerospace agrees to indemnify and hold
harmless Consultants, their respective directors, officers, employees and
subcontractors for any claim, loss, damage, liability, cost or fees related
to, or arising in connection with, any act or failure to act by Consultants,
their respective directors, officers, employees or subcontractors under the
terms of this Agreement, except for matters determined by a court of
competent jurisdiction to have been caused by willful misconduct. This
indemnity by Compass Aerospace shall survive termination of this Agreement.
5.2 LIMITATION OF LIABILITY. Consultants shall not be liable to
Compass Aerospace for any debts, losses or obligations incurred directly by
Compass Aerospace or any Aerospace Entity, or to any creditor of Compass
Aerospace for any products, materials, supplies or services purchased
directly by Compass Aerospace or any Aerospace Entity during the term of this
Agreement. In no event shall Consultants have any liability for special,
indirect, incidental or other consequential damages.
5.3 INDEMNIFICATION OF COMPASS AEROSPACE. Each Consultant agrees to
indemnify and hold harmless Compass Aerospace, its directors, officers and
employees for any claim, loss, damage, liability, cost or fees related to, or
arising in connection with, any withholding obligation or any
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federal, state, local or foreign income tax, interest and penalties incurred by
Compass Aerospace as a result of services performed by that Consultant. This
indemnity by the Consultants shall survive termination of this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement shall
be deemed or be construed to create a partnership or joint venture between
Compass Aerospace and Consultants or to cause Consultants to be responsible
in any way for the debts or obligations of Compass Aerospace or any other
party, it being the intention of the parties that the only relationship
hereunder is that of independent contractors, and Consultants shall not
represent to anyone that their relationship to Compass Aerospace is other
than that set forth herein.
6.2 ASSIGNMENT. No party shall have the right to assign, transfer or
convey any of its right, title or interest hereunder, or to delegate any of
the obligations or duties required to be kept and performed by it hereunder,
without the prior written consent of all of the parties hereto.
6.3 NOTICES. All notices, demands, consents, approvals and requests
given by any party to the others hereunder shall be in writing and shall be
sent by certified mail, return receipt requested, postage prepaid, to the
parties at the following addresses, or to addresses as might be provided in
writing from time to time by the parties:
IF TO COMPASS AEROSPACE:
Compass Aerospace Corporation
2029 Century Park East
Suite 1112
Los Angeles, CA 90067
Attention: Douglas M. Hayes
IF TO DUNHILL:
Dunhill Bank Caribbean Ltd.
Unit 2 [Marlane]
Poui Avenue
Sunset Crest, St. James
Barbados, West Indies
Attention: William Steen
5
IF TO HAYES:
Hayes Capital Corporation
2029 Century Park East
Suite 1112
Los Angeles, CA 90067
Attention: Douglas M. Hayes
6.4 FORCE MAJEURE. If Consultants are rendered unable, wholly or in
part, by force majeure to carry out their obligations under this Agreement,
Consultants shall give to Compass Aerospace prompt written notice of such
fact, and thereupon the obligations of Consultants, as far as they are
effected by the force majeure, shall be suspended during, but not longer
than, the continuance of the force majeure. The term "force majeure" as used
herein shall include an act of God, civil commotion, enemy action, strike,
lock-out, fire, storm, hurricane, earthquake, flood, explosion or other
casualty, unavailability of equipment, severe dysfunction of the economy, or
other cause, whether of the kind specifically mentioned above or otherwise,
which is not reasonably within the control of Consultants.
6.5 SEVERABILITY. If any term or provision of this Agreement shall be
invalid, void or unenforceable under or prohibited by applicable law, for any
reason, then such term or provision shall be invalid or prohibited only to
the extent of such invalidity or prohibition, without invalidating,
prohibiting, impairing or otherwise affecting the remainder of such term or
provision or the remaining terms or provisions of this Agreement or the
enforcement thereof.
6.6 ENTIRE AGREEMENT, MODIFICATION. This Agreement contains the entire
agreement between the parties hereto with respect to the matters herein
contained, and any agreement hereafter made shall be ineffective to effect
any change or modification in whole or in part, unless such agreement is in
writing and signed by the party against whom enforcement of the change or
modification is sought.
6.7 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of Delaware.
6.8 BINDING EFFECT. This Agreement and all the provisions hereof shall
bind and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
6.9 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed by their authorized representatives effective as of the day and
year first written above.
COMPASS AEROSPACE :
Compass Aerospace Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
--------------------------------
Name: Douglas M. Hayes
Title: Chairman of the Board
DUNHILL:
Dunhill Bank Caribbean, Ltd,
a Barbados bank
By: /s/ William Steen
----------------------------------
Name: William Steen
Title: President
HAYES CAPITAL CORPORATION:
By: /s/ Douglas M. Hayes
----------------------------------
Name: Douglas M. Hayes
Title: President
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AMENDMENT NO. 1
Reference is made to that certain Management Consulting Agreement, dated
November 26, 1997, by and among Compass Aerospace Corporation, Dunhill Bank
Caribbean Ltd. and Hayes Capital Corporation (the "Agreement"). Capitalized
terms used without definition herein shall have the meanings given to them in
the Agreement.
The parties thereto desire to amend the Agreement as described below,
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Section 3.1 of the Agreement is amended in its entirety to read as
follows:
Consultants shall be paid, as compensation for the services of the
Consultants hereunder, a fee (the "Consulting Fee") which in the aggregate
shall be equal to $200,000 plus one and one-half percent (1 1/2%) of EBITDA.
For purposes of this Agreement, "EBITDA" shall mean earnings before interest,
taxes, depreciation and amortization of Compass Aerospace on a consolidated
basis as shown in its quarterly financial statements, as prepared by Compass
Aerospace, and in its annual financial statements, as prepared by a
nationally-recognized accounting firm as selected by Compass Aerospace, and
all as prepared under generally accepted accounting principles of the United
States. The aggregate fee shall be payable fifty percent (50%) to Dunhill
for its services hereunder, and fifty percent (50%) to Hayes for its services
hereunder. Such Consulting Fee shall be paid quarterly (in arrears), and
shall be due and payable on or before the first day of each February, May,
July and October during the term of this Agreement; PROVIDED, HOWEVER, that
in the event this Agreement is terminated in accordance with Article IV
hereof as of a date that is not the last day of a quarter, such Consulting
Fee shall be prorated on a daily basis and between the Consultants pro rata
based upon their percentages as set forth in this Section 3.1, and any excess
amount shall be applied against any amounts owed under Section 3.3 or
refunded, as determined by Compass Aerospace in its sole discretion, AND
PROVIDED, HOWEVER, that such Consulting Fee shall be subject to Compass
Aerospace's right of offset as provided in Section 3.2.
2. NO FURTHER AMENDMENT. Except as expressly amended by this
Amendment, the Agreement shall remain in full force and effect without
further modification except as expressly provided in the Agreement. All
unmodified provisions of the Agreement are expressly incorporated into this
Amendment by this reference.
3. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the
parties as of the 9th day of March, 1998.
COMPASS AEROSPACE:
Compass Aerospace Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
----------------------------
Name: Douglas M. Hayes
Title: Chairman of the Board
DUNHILL:
Dunhill Bank Caribbean, Ltd.,
a Barbados bank
By: /s/ William Steen
-----------------------------
Name: William Steen
Title: President
HAYES CAPITAL CORPORATION:
Hayes Capital Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
-----------------------------
Name: Douglas M. Hayes
Title: President
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AMENDMENT NO. 2
Reference is made to that certain Management Consulting Agreement, dated
November 26, 1997, by and among Compass Aerospace Corporation ("Compass
Aerospace"), Dunhill Bank Caribbean Ltd. ("Dunhill") and Hayes Capital
Corporation ("Hayes"), as amended March 9, 1998 (the "Agreement").
Capitalized terms used without definition herein shall have the meanings
given to them in the Agreement.
The parties thereto desire to amend the Agreement as described below,
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. The Agreement is amended by the addition of Section 3.5 which reads
in its entirety as follows:
"3.5 Dunhill and Hayes acknowledge and agree:
(i) that the Consulting Fee shall not be payable if and to the extent
prohibited by the terms of (a) that certain Revolving Credit Agreement
dated as of April 14, 1998 ("Revolving Credit Agreement"), by and among
Compass Aerospace as borrower, BankBoston, N.A. as lender, BankBoston,
N.A., a national banking association, and any other lending institutions
that may become lenders thereunder (the "Lenders"), BankBoston, N.A., as
administrative agent for the Lenders, DLJ Capital Funding, Inc., as
documentation agent for the Lenders, and BancBoston Securities, Inc. as
Arranger, (b) that certain Indenture by and among Compass Aerospace and IBJ
Schroder Bank & Trust Company as Trustee, relating to the issuance and sale
of an aggregate of $100,000,000 in senior subordinated notes ("Indenture"),
or (c) any agreement, instrument, or document executed by Compass Aerospace
in connection with an amendment or modification of the Revolving Credit
Agreement or the Indenture or any refinancing of the obligations described
in the Revolving Credit Agreement or the Indenture;
(ii) the terms and conditions of the Revolving Credit Agreement and
the Indenture prohibit payment of the Consulting Fee after the occurrence
and during the continuation of an Event of Default, and Dunhill and Hayes
agree to be bound by such terms and conditions;
(iii) Compass Aerospace may, from time to time, agree to
modifications and amendments to the Revolving Credit Agreement, Indenture,
and any related documents, agreements, and instruments without impairing or
effecting the provisions of this Section 3.5, and Dunhill and Hayes
acknowledge that such modifications and amendments may,
among other things, result in further restrictions of the payment of the
Consulting Fee; and
(iv) if any bankruptcy or other insolvency proceeding is commenced by
or against Compass Aerospace, no further payments of the Consulting Fee
shall be made unless and until all (a) "Obligations" have been paid in
full under the Revolving Credit Agreement and the Indenture, and (b) other
obligations owing in connection with any refinancing of such Obligations
have been paid in full."
2. NO FURTHER AMENDMENT. Except as expressly amended by this
Amendment, the Agreement shall remain in full force and effect without
further modification except as expressly provided in the Agreement. All
unmodified provisions of the Agreement are expressly incorporated into this
Amendment by this reference.
3. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which
shall together constitute but one and the same instrument.
[signatures on next page)
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IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed by the
parties as of the 14th day of April, 1998.
COMPASS AEROSPACE:
Compass Aerospace Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
---------------------------
Name: Douglas M. Hayes
Title: Chairman of the Board
DUNHILL:
Dunhill Bank Caribbean, Ltd.,
a Barbados bank
By:/s/ William Steen
----------------------------
Name: William Steen
Title: President
HAYES CAPITAL CORPORATION:
Hayes Capital Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
-------------------------------
Name: Douglas M. Hayes
Title: President
-3-
AMENDMENT NO. 3
Reference is made to that certain Management Consulting Agreement, dated
November 26, 1997 (the "Agreement"), by and among Compass Aerospace Corporation
("Compass Aerospace"), Dunhill Bank Caribbean Ltd. ("Dunhill") and Hayes Capital
Corporation ("Hayes"), as amended March 9, 1998 and as amended April 14, 1998.
Capitalized terms used without definition herein shall have the meanings given
to them in the Agreement.
The parties thereto desire to amend the Agreement as described below, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Section 3.5 of the Agreement is amended by deleting 3.5(i)(a) and
adding the following:
(a) that certain Credit Agreement dated as of November 20, 1998
("Revolving Credit Agreement"), by and among Compass Aerospace as borrower,
the Lending Institutions listed therein as lenders (the "Lenders"),
BankBoston, N.A., as administrative agent for the Lenders, and BancBoston
Robertson Stephens, Inc. as Arranger.
2. The fourth sentence of Section 3.1 of the Agreement is hereby
amended by deleting the words "February, May, July and October" and inserting
in their place "January, April, July and October."
3. NO FURTHER AMENDMENT. Except as expressly amended by this
Amendment, the Agreement shall remain in full force and effect without
further modification except as expressly provided in the Agreement. All
unmodified provisions of the Agreement are expressly incorporated into this
Amendment by this reference.
4. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which
shall together constitute but one and the same instrument.
[signatures on next page)
IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed by the
parties as of the ____ day of November, 1998.
COMPASS AEROSPACE:
Compass Aerospace Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
---------------------------
Name: Douglas M. Hayes
Title: Chairman of the Board
DUNHILL:
Dunhill Bank Caribbean, Ltd.,
a Barbados bank
By: /s/ William Steen
----------------------------
Name: William Steen
Title: President
HAYES CAPITAL CORPORATION:
Hayes Capital Corporation,
a Delaware corporation
By: /s/ Douglas M. Hayes
-----------------------------
Name: Douglas M. Hayes
Title: President
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