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Management Consulting Agreement

This is an actual contract by Petro Stopping Centers.

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Sectors: Specialty Retail
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 30, 1997
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THIS MANAGEMENT CONSULTING AGREEMENT (the "Agreement"), dated as of January 30, 1997, by and between Petro Stopping Centers, L.P., a Delaware limited liability partnership (the "Company"), and Chartwell Investments Inc., a Delaware corporation (the "Consultant").

WHEREAS, the Company desires to avail itself of the expertise possessed by the Consultant and consequently has requested that the Consultant provide it, from time to time, with certain management consultant and advisory services related to the business, strategy, administration and affairs of the Company and the review and analysis of certain financial and other transactions; and

WHEREAS, the Consultant and the Company agree that it is in their respective interests to enter into a management consulting agreement whereby, for the consideration specified herein, the Consultant shall provide such services as an independent consultant to the Company.

NOW THEREFORE, in consideration of the mutual premises and covenants contained herein, the Company and the Consultant agree as follows:

1. Retention of Consultant. The Company hereby retains the
----------------------- Consultant, and the Consultant hereby accepts such retention, upon the terms and conditions set forth in this Agreement.

2. Effective Date/Term. This Agreement shall commence as of the
------------------- Closing Date (as such term is defined in the Omnibus Agreement (the "Omnibus Agreement") dated as of October 18, 1996, by and among James A. Cardwell, Sr. ("Cardwell, Sr."), James A. Cardwell, Jr. ("Cardwell, Jr.") JAJCO II, Inc., a Delaware corporation ("JAJCO"), Petro, Inc., a Texas corporation ("Petro" and together with Cardwell, Sr., Cardwell, Jr., and JAJCO, collectively, the "Cardwell Group"), Mobil Long Haul, Inc., a Delaware corporation ("Mobil"), Petro Holdings GP Corp., a Delaware corporation ("Chartwell GP"), Petro Holdings LP Corp., a Delaware corporation ("Chartwell LP", and together with Chartwell GP, "Chartwell") and the Company, and shall continue through the period ending on the tenth anniversary of such date, subject to renewal pursuant to paragraph 5 below (such period, including any renewal hereinafter referred to as the "Term").

3. Management Consulting Services.

(a) The Consultant shall advise the Company concerning such management matters relating to the Company's personnel, business and acquisition strategy, administration and proposed

financial transactions, and other senior management matters relating to the Company as the Company shall reasonably and specifically request. The Consultant shall not be required to devote any specified amount of time to any such request, and shall be required to devote only so much time to any such request as the Consultant shall, in its reasonable discretion, deem necessary to complete such services. Such consulting services shall, in the Consultant's reasonable discretion, be rendered in person or by telephone or other communication. The Consultant shall (i) use its reasonable efforts to deal effectively with all subjects submitted to it hereunder and (ii) endeavor to further, by performance of its services hereunder, the policies and objectives of the Company.

(b) The Consultant shall perform all such services as an independent contractor to the Company. The Consultant is not an agent or representative of the Company and has no authority to act for or to bind the Company without its prior written consent.

(c) Subject to the provisions of the Amended and Restated Partnership Agreement of the Company (the "Partnership Agreement"), this Agreement shall in no way prohibit the Consultant from engaging in other activities, whether or not competitive with any business of the Company. The parties hereto agree that, in the event additional services not contemplated hereby are requested of the Consultant, the parties hereto shall negotiate the scope of, and appropriate compensation for, such additional services.

4. Compensation.

(a) As compensation for the services provided by the Consultant hereunder, the Company shall pay to the Consultant, as provided herein, an annual fee (the "Management Fee") of $600,000 for each fiscal year, of the Company commencing with the Closing Date during the Term. The Management Fee shall be payable semi-annually, in advance on the first day of the first and third quarters of each fiscal year of the Company during the Term (except as provided in Section 4(e) below), or, if such date is not a business day, on the next succeeding business day. The Company shall pay the Consultant on the date hereof fee for the first half of 1997.

(b) Beginning with the fiscal year commencing January 1, 1997, the Company shall pay to the Consultant an additional annual fee of $100,000 (the "Incentive Management Fee") for each fiscal year that the Company's and its subsidiaries' and affiliates' EBITDA (as used in the Partnership Agreement) derived from the numbers reported in the audited consolidated financial statements of the Company and its subsidiaries for such fiscal year equals or exceeds $45,000,000. The Incentive Management Fee, if any, shall
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