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EXHIBIT 99.1
AMENDMENT NO. 2
TO MANAGEMENT CONSULTING AGREEMENT
AMENDMENT NO. 2, dated as of October 2, 2000 ("Amendment No. 2") to
that certain Management Consulting Agreement, dated as of October 31, 1991 (the
"Agreement"), between PRESTOLITE ELECTRIC INCORPORATED, a corporation organized
and existing under the laws of the State of Delaware (the "Company"), and
GENSTAR INVESTMENT CORPORATION, a corporation organized and existing under the
laws of the State of Delaware ("GIC").
W I T N E S S E T H:
WHEREAS, the parties to the Agreement, pursuant to Section 6 of the
Agreement, desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree to amend the Agreement pursuant to Section 6 of the Agreement as
follows:
SECTION 1. Amendments to the Agreement. Section 3(a) of the Agreement
is amended and restated as follows:
"SECTION 3. Compensation. (a) In consideration of the service
provided by GIC hereunder, the Company shall pay to GIC a management
consulting fee equal to the greater of (i) $600,000 per annum, payable
in four equal installments thirty days following the last day of March,
June, September and December during the term hereof, commencing with
the payment for the quarter ending December 31, 2000. Any amount not
paid when due hereunder shall bear interest at the rate of 10% per
annum."
SECTION 2. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the
date hereof each reference in the Agreement to "this
Agreement", "the Agreement", "hereunder", "hereof", "herein"
or words of like import shall mean and be a reference to the
Agreement as amended by Section 1 hereof.
(b) Except as specifically amended above, the Agreement shall
remain in full force and effect and is hereby ratified and
confirmed.
IN WITNESS Whereof, each party hereto has executed, or caused its duly
authorized officer to execute, this Amendment No. 2 as of the date first written
above.
PRESTOLITE ELECTRIC INCORPORATED GENSTAR INVESTMENT CORPORATION
By: /s/ Kenneth C. Cornelius By: /s/ Richard D. Paterson
------------------------- ------------------------
Kenneth C. Cornelius Richard D. Paterson
Senior Vice President Executive Vice President
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