Management Services Agreement

Exhibit 10.6


Execution Version


MANAGEMENT SERVICES AGREEMENT


This MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made as of June 21, 2004, by and among AUTOCAM CORPORATION, a Michigan corporation (the "Company"), GOLDMAN SACHS & CO., a New York corporation ("GS"), TRANSPORTATION RESOURCE ADVISORS, LLC, a Delaware limited liability company ("TRA") and JOHN C. KENNEDY, an individual ("Kennedy").


WHEREAS, the Company is a direct wholly owned subsidiary of Titan Holdings, Inc., a Delaware corporation ("Titan"), and an indirect wholly-owned subsidiary of Micron Holdings, Inc., a Delaware corporation ("Parent", and together with Titan, the Company and the Company's subsidiaries, the "Autocam Group");


WHEREAS, the parties hereto desire to enter into this Agreement to evidence the Company's obligations to pay the amounts set forth herein in consideration of the services set forth herein.


NOW THEREFORE, it is mutually agreed as follows:


1. The term of this agreement shall commence on the date hereof and shall
continue until terminated upon the earlier to occur of (i) immediately
prior to an initial public offering of the common stock of Parent or (ii)
the written consent of at least two (2) of Kennedy, GS and TRA.


2. As compensation for valuable benefit received or to be received by the
Company with respect to advisory services to be provided by Kennedy, GS
and TRA or their designated affiliates with respect to recommending,
structuring and identifying sources of capital for the Autocam Group,
monitoring, evaluating and making recommendations regarding potential
acquisitions, analyzing the Company's operations, historical performance
and future prospects in connection with financial and strategic corporate
planning and other advisory services as the parties may mutually agree
(collectively, the "Management Services"), the Company shall pay, for so
long as this agreement continues in effect, an aggregate annual fee of
$600,000 (the "Annual Fee"), payable in cash from immediately available
funds in advance quarterly installments on the first day of each calendar
quarter, commencing as of July 1, 2004. Each payment in respect of the
Annual Fee shall be apportioned among the parties in the percentage
amounts set forth on Schedule 2 hereto and shall be paid to the designated
account of each such party. Notwithstanding anything to the contrary set
forth herein, (x) if the Company is prohibited from making any payment
hereunder by any contractual obligation or debt instrument to which the
Company or any of its subsidiaries is a party, then such payment shall not
be made and the amount of such payment shall accrue and be paid at such
time as the Company is no longer prohibited from making such payment and
(y) at such time as Kennedy, affiliates of GS or affiliates of TRA,
respectively, do not own any shares of common stock of Parent, Kennedy, GS
and TRA, respectively, shall no longer be entitled to their portion of the
Annual Fee.


3. Kennedy, GS and TRA shall be reimbursed by the Company for expenses
incurred by each such party and its affiliates in connection with
performing the Management Services or any other services on behalf of the
Autocam Group, provided, however, that (i) in regards to GS and TRA, such
expenses are pre-approved by the Company and Kennedy and (ii) in regards
to Kennedy, such expenses are pre-approved by the Company and at least one
director of Parent designated by an affiliate of GS and one director of
Parent designated by an affiliate of TRA, and in any event not otherwise
reimbursable pursuant to any employment agreement between Kennedy and any
member of the Autocam Group.


4. It is the understanding of the parties that Kennedy, GS and/or TRA and/or
their affiliates may be involved with services (other than the Management
Services) or potential acquisitions, mergers, financings or other major
transactions involving the Autocam Group, in which case Kennedy, GS and/or
TRA and/or their affiliates shall be entitled to compensation, in addition
to the fees provided for herein, as the Autocam Group, on the one hand,
and Kennedy, GS and/or TRA and/or their affi ...