This excerpt taken from the MPG 8-K filed Aug 21, 2009.
Compensation. The Company shall pay Consultant the following compensation for the Consulting Services provided hereunder:
(a) Consulting Fee. During the Consulting Period, the Company shall pay Consultant a monthly retainer of $20,000 for Consulting Services to be performed by Consultant (the “Consulting Fee”). Consultant shall submit an invoice to the Company on a monthly basis not later than the 15th day following the last day of such month, reasonably detailing time expended and a description of the nature of the Consulting Services rendered; provided, that the failure to submit such invoice shall not relieve the Company of its obligation to pay the Consulting Fee hereunder. The Company shall pay Consultant the Consulting Fee for such services promptly, but in no event later than 30 days following the last day of the month with respect to which such services are performed.
(b) Success Fees. In addition to the Consulting Fee, the Company shall pay to Consultant a contingent success fee as indicated on Schedule A hereto for the successful completion during the Consulting Period of each of the objectives set forth on Schedule A hereto (each, a “Success Fee”), provided that Consultant provided material Consulting Services with respect to such objective in accordance with Section 3 hereof; provided, however, that in no event shall Consultant be entitled to any Success Fee with respect to any objective completed on or prior to September 7, 2009. Schedule A may be amended or supplemented from time to time by a written instrument signed by each of the Parties.
Except as expressly provided in Section 12, subject to Consultant’s performance of Consulting Services through the successful completion of the applicable objective set forth on Schedule A, the Company shall pay Consultant the Success Fees, if any, payable
to Consultant pursuant to this Section 5(b), within 10 days following successful completion of the applicable objective(s).
(c) Tax Obligations. Consultant shall be responsible for the payment of all taxes owed on all amounts paid to Consultant by the Company hereunder and shall protect the Company from any liability for the payment of any taxes of any kind with respect to the amounts paid to Consultant hereunder.
This excerpt taken from the MPG 10-Q filed Nov 10, 2008.
Compensation. Borrower shall pay to Administrative Agent for account of each Lender, upon the request of such Lender through Administrative Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense that such Lender determines is attributable to:
(a) any payment, prepayment or Conversion of a LIBOR-based Loan made by such Lender for any reason (including, without limitation, the acceleration of the Loans pursuant to Administrative Agent’s or the Lenders’ rights referred to in Article 11) on a date other than the last day of the Interest Period for such Loan; or
(b) any failure by Borrower for any reason to borrow a LIBOR-based Loan from such Lender on the date for such borrowing specified in the relevant notice of borrowing given to Administrative Agent in accordance with the terms of this Agreement.
Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (i) the amount of interest that otherwise would have accrued on the principal amount so paid, prepaid, Converted or not borrowed for the period from the date of such payment, prepayment, Conversion or failure to borrow to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan that would have commenced on the date specified for such borrowing) at the applicable rate of interest for such Loan provided for herein over (ii) the amount of interest that otherwise would have accrued on such principal amount at a rate per annum equal to the interest component of the amount such Lender would have bid in the London interbank market for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to such period (as reasonably determined by such Lender), or if such Lender shall cease to make such bids, the equivalent rate, as reasonably determined by such Lender, based upon request the principal London office of any four (4) major reference banks in the London interbank market selected by such Lender to provide such reference bank’s offered quotation to prime banks in the London interbank market for deposits in United States dollars for a one (1) month period as of 11:00 a.m., New York time, on such date in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time, or if at least two such offered quotations are so provided, LIBOR Rate will be the arithmetic mean of such quotation; and if fewer than two (2) such quotations are so provided, such Lender will request any three (3) major banks in New York City selected by such Lender to provide such bank's rate for loans in United States dollars
to leading European banks for a one (1) month period as of approximately 11:00 a.m., New York City time, on the applicable determination date for amounts in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time.