EXHIBIT 10.12
English Translation
Management Agreement
The following Management Agreement is hereby concluded between
Schoeller Packaging Systems GmbH
Zugspitzstrasse 15
82 049 Pullach
- hereinafter "Contractor" -
and
MTS Okologistik Verwaltungs GmbH
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- hereinafter "Principal" -
The contractor has particular knowledge and experience in the sector of
commercial, financial and administrative management services; for this it has
the appropriate personnel, the corresponding connections and possibilities for
the provision of the desired management services at it disposal. It is prepared
to offer the Principal its knowledge, its experience and the corresponding
management services.
The Principal is interested in taking advantage of the management services
offered by the Contractor.
1. The Contractor shall provide the following management services:
a) economic management services
- co-ordination and support of planning and control
- investor relations inasmuch as the Principal is affected
- strategic alliances inasmuch as the Principal is affected
- consultation and support in financing
- public relations and marketing support
2. The Principal shall have claim to use and call up these services or to
the award of order. The Contractor shall as a rule provide these
management services continuously without being mandated specially with
the individual management services.
3. The Principal shall pay a reasonable remuneration for the management
services.
4. In the course of the year, an advance payment shall be made on the basis
of the budgetary costs. The Contractor shall, after the end of the
business year, send a final invoice to the Principal . The invoice shall
show the costs assigned according to a described distribution key
proportional to turnover which, however, should not exceed DM 1 million
net.
5. This Agreement shall be concluded for the period from 1/01/1997 to
31/12/2000. The contractual partners shall decide at the latest by 30th
November of a calendar year, for the first time on 30th November 2000, as
to whether the Agreement should be extended for a further year. Exceptional
termination shall be possible at any time if good cause, e.g. alteration in
the majority relationships etc. exists.
6. For the year of 1997 a budget of DM 2.07 million is envisaged for the
management function of the Contractor (structure according to appendix).
The cost share for 1997 shall be calculated hereby from the planned
annual turnover of the Principal for 1997 and the share resulting from
that in the planned total turnover in the SPS group. Total turnover in
this sense is the additive turnover without consolidation adaptations.
7. Each notification or declaration in accordance with this Agreement and
each supplement to this Agreement shall require written form.
8. In case one of the regulations of this Agreement should be invalid, the
other regulations shall remain valid nevertheless. Both parties
undertake to replace the invalid regulation with a valid regulation
which most closely approaches the intended purpose.
9. This Agreement is subject to the law of the Federal Republic of Germany.
The place of fulfilment and place of jurisdiction shall be Munich.
Munich, on this 2nd day of January 1997.
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SCHOELLER PACKAGING SYSTEMS GMBH
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MTS Okologistik Verwaltungs GmbH
Alteration Agreement
on the Management Agreement of 02/01/1997
between Schoeller Packaging Systems GmbH
- hereinafter also "SPS" -
and MTS Okologistik Verwaltungs GmbH
- hereinafter also "MTS" -
The Management Agreement of 02/01/1997 is altered as follows:
No. 4, sentence 3:
The invoice shows the costs to be allocated according to a described
distribution key proportional to turnover which, however, may not exceed DM 1.5
million.
No. 4, sentence 1:
For the year 1999, a budget amounting to DM 3.0 million is envisaged for the
management function of the Contractor.
Pullach, 14/12/1998
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IFCO International Food Container Organisation GmbH, Pullach
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MTS Okologistik Verwaltungs GmbH
Appendix I
to the Management Agreement between Schoeller Packaging Systems and IFCO
International Food Container Organisation GmbH
List of the subsidiaries of IFCO GmbH included in the Management Agreement
IFCO International Food Container Organisation GmbH
Behalterleasing KG, Munich
SLS Schoeller Logistic Services GmbH, Pullach
IFCO AG., Romont/Switzerland
IFCO International Food Container Organisation Ges. mbH
Vienna/Austria
IFCO International Food Container Organisation Italia s.r.1, Calenza, Italy
IFCO France International Food Container Organisation S.A.S Rungis
IFCO International Food Container Organisation UK Limited, High Wycombe, Bucks,
United Kingdom
SPS Planning 1997
Apportionment *)
75%
Production earnings 0
+/- LBV 0
=payment 1 0
Reduction in earnings 0
Other earnings 0
= payment 0
Deployment of goods 0
= net revenue 0
Personnel -664 -498
Rentals -33 -25
Travelling costs -92 -69
Legal and consultation costs -1,600 -11200
Advertising costs -12 -9
Other costs -236 -177
Leasing -60 -45
Depreciation -11 -8
Telephone / fax -30 -23
Insurances -19 -14
Interest expenses -4,511
Total costs -7,268 -2,068
Company result -7,268
+) assumption = 75% of all costs incurred at SPS
(without interest) concern group - subsidiaries
(SPI, IFCO, MTS)
