Letter Agreement Regarding Waiver of Transaction Fee and Advisory Fee Payment between Global Energy Equipment Group, L.L.C. and Harvest Partners, Inc.

Summary

This agreement is between Global Energy Equipment Group, L.L.C. and Harvest Partners, Inc. It asks Harvest Partners to waive its right to a transaction fee related to an upcoming initial public offering, in exchange for a $500,000 advisory fee for services provided during the company's refinancing. The waiver is contingent on the company's conversion to a corporation, and the advisory fee will be paid when the refinancing agreement is signed. Both parties must sign to confirm their acceptance of these terms.

EX-10.5 11 c64320ex10-5.txt LETTER AGREEMENT DATED APRIL 27, 2001 1 EXHIBIT 10.5 Global Energy Equipment Group, L.L.C. c/o Harvest Partners, Inc., 280 Park Avenue 33rd Floor New York, NY 10017 April 27, 2001 Harvest Partners, Inc. 280 Park Avenue 33rd Floor New York, NY 10017 Attention: Stephen Eisenstein Re: Harvest Management Agreement Mr. Eisenstein: Reference is made to that certain Management Agreement, dated as of August 1, 2000 (the "Agreement"), by and among Global Energy Equipment Group, L.L.C., a Delaware limited liability company (the "Company") and Harvest Partners, Inc., a New York corporation ("Harvest"). Capitalized terms used and not otherwise defined in this letter shall have the respective meaning given such terms in the Agreement. In connection with the impending reorganization of the Company from a limited liability company into a Delaware corporation (the "Successor Entity") (such transaction to be referred to herein as the "Conversion"), which will occur in advance of the contemplated initial public offering (the "IPO") of the Successor Entity, we are hereby asking you to waive, subject to the consummation of the Conversion, any and all of your rights pursuant to Section 3(b) of the Agreement with respect to a Transaction Fee that may be or may have become payable to you in connection with the offering of the Successor Entity's securities in connection with the consummation of the IPO. Subject to receiving your consent to the waiver of the above-mentioned rights, the Company agrees to pay Harvest an advisory fee of $500,000.00 in consideration of Harvest's advisory services provided in connection with the refinancing of the Company's senior credit facility in connection with the IPO. Such fee shall be paid on the date on which the agreement relating to such refinancing is executed. 2 Please acknowledge the waiver of any and all of your rights pursuant to Section 3(b) of the Agreement with respect to a Transaction Fee that may become payable to you in conjunction with the consummation of the IPO by signing and dating the enclosed duplicate of this letter in the space indicated below and returning it to us no later than April 30, 2001. Yours sincerely, Global Energy Equipment Group, L.L.C. By: /s/ Larry Edwards ----------------------------------- Name: Larry Edwards Title: President & CEO Agreed and accepted this 27th day April, 2001 By: Harvest Partners, Inc. By: /s/ Stephen Eisenstein --------------------------------- Name: Stephen Eisenstein Title: General Partner -2-