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EXHIBIT 10.10
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT ("AGREEMENT") is dated as of March 30, 1998, by
and between TC Management Partners, L.L.C., a Delaware limited liability company
("TCMP"), and Global Vacation Group, Inc., a New York corporation (formerly,
Allied Bus Corp.) (the "COMPANY").
RECITALS
X. Xxxxxx Equity Investors III, L.P., a Delaware limited
partnership ("PURCHASER"), of which TCMP is the managing agent, has acquired
(the "INVESTMENT") a portion of the Company's Common Stock, par value $.01 per
share (the "COMMON STOCK"), and Class A Preferred Stock, par value $1,000 per
share (the "CLASS A PREFERRED" and together with the Common Stock, the "STOCK")
pursuant to that certain Recapitalization Agreement (the "PURCHASE AGREEMENT")
dated March 18, 1998 among the Company, Purchaser, Allied Tours Holding Corp.
and certain other persons named therein.
B. The Company desires to receive financial and management
consulting services from TCMP, and obtain the benefit of TCMP's experience in
business and financial management generally and the benefit of TCMP's knowledge
of the Company and the Company's financial affairs in particular.
C. In connection with the Investment, TCMP is willing to
provide financial and management consulting services to the Company and the
compensation arrangements set forth in this Agreement are designed to compensate
TCMP for such services.
AGREEMENT
In consideration of the foregoing premises and the respective
agreements hereinafter set forth and the mutual benefits to be derived herefrom,
TCMP and the Company hereby agree as follows:
1. ENGAGEMENT. The Company hereby engages TCMP as a financial
and management consultant, and TCMP hereby agrees to provide financial and
management consulting services to the Company, all on the terms and subject to
the conditions set forth below.
2. SERVICES OF TCMP. TCMP hereby agrees during the term of
this engagement to consult with the Company's board of directors (the "BOARD")
and the
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management of the Company and its subsidiaries in such manner and on
such business and financial matters as may be reasonably requested from time to
time by the Board, including but not limited to:
(i) corporate strategy;
(ii) budgeting of future corporate investments;
(iii) acquisition and divestiture strategies; and
(iv) debt and equity financings.
3. PERSONNEL. TCMP shall provide and devote to the performance
of this Agreement such members, officers, employees and agents of TCMP as TCMP
shall deem appropriate for the furnishing of the services required hereby.
4. INVESTMENT FEE. At the time of (a) the purchase of Stock by
Purchaser pursuant to the Purchase Agreement or any purchase of additional
shares of Common Stock or Class A Preferred by Purchaser pursuant to Article I
of that certain Equity Purchase Agreement of even date herewith among the
Company, Purchaser and certain other purchasers named therein, or (b) the
consummation of any other debt or equity financing of the Company, the Company
shall pay to TCMP an investment fee in immediately available funds equal to one
percent (1%) of the amount paid to the Company in connection with such purchase
or financing ("INVESTMENT FEES").
5. EXPENSES. The Company shall promptly reimburse TCMP for
such reasonable travel expenses and other out-of-pocket fees and expenses as
have been or may be incurred by TCMP, its members, officers, employees and
agents in connection with the Closing (as defined in the Purchase Agreement) and
in connection with the rendering of any services hereunder (including, without
limitation, fees and expenses incurred in attending Company-related meetings).
6. TERM. This Agreement will continue from the date hereof
until the earlier of (i) the date that Purchaser ceases to own at least 10% of
the Stock and (ii) the effective date of an initial public offering of the
Company's common stock with net proceeds to the Company of not less than $10
million. No termination of this Agreement, whether pursuant to this Section 6 or
otherwise, shall affect the Company's obligations with respect to the fees,
costs and expenses incurred by TCMP in rendering services hereunder and not
reimbursed by the Company as of the effective date of such termination.
7. LIABILITY. Neither TCMP nor any of its affiliates, members,
officers, employees or agents shall be liable to the Company or any of its
subsidiaries or affiliates for any loss, liability, damage or expense arising
out of or in connection with the performance of services contemplated by this
Agreement, unless such loss, liability, damage or expense shall be proven to
result directly from the gross negligence or willful misconduct of TCMP.
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8. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless TCMP, its affiliates, members, officers, employees or agents from and
against any and all loss, liability, suits, claims, costs, damages and expenses
(including, without limitation, reasonable attorneys' fees) arising from their
performance hereunder, except as a result of their gross negligence or willful
misconduct.
9. TCMP AN INDEPENDENT CONTRACTOR. TCMP and the Company agree
that TCMP shall perform services hereunder as an independent contractor,
retaining control over and responsibility for its own operations and personnel.
Neither TCMP nor its members, officers, employees or agents shall be considered
employees or agents of the Company as a result of this Agreement nor shall any
of them have authority to contract in the name of the Company or bind the
Company, except as expressly agreed to in writing by the Company.
10. NOTICES. Any notice, report or payment required or
permitted to be given or made under this Agreement by one party to the other
shall be deemed to have been duly given or made if personally delivered or, if
mailed, when mailed by registered or certified mail, postage prepaid, to the
other party at the following addresses (or at such other address as shall be
given in writing by one party to the other):
IF TO TCMP:
TC Management Partners, L.L.C.
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Xxxxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
WITH A COPY TO:
Xxxxx & Xxxxxxx, LLP
00xx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
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IF TO THE COMPANY:
Global Vacation Group, Inc.
Xxxxxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
11. ENTIRE AGREEMENT: MODIFICATION. This Agreement (a)
contains the complete and entire understanding and agreement of TCMP and the
Company with respect to the subject matter hereof; and (b) supersedes all prior
and contemporaneous understandings, conditions and agreements, oral or written,
express or implied, respecting the engagement of TCMP in connection with the
subject matter hereof
12. WAIVER OF BREACH. The waiver by either party of a breach
of any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach of that provision or any other
provision hereof.
13. ASSIGNMENT. Neither TCMP nor the Company may assign its
rights or obligations under this Agreement without the express written consent
of the other.
14. SUCCESSORS. This Agreement and all the obligations and
benefits hereunder shall inure to the successors and permitted assigns of the
parties.
15. COUNTERPARTS; FACSIMILE TRANSMISSION. This Agreement may
be executed and delivered by each party hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original and both of
which taken together shall constitute one and the same agreement. Each party to
this Agreement agrees that it will be bound by its own telecopied signature and
that it accepts the telecopied signature of the other party to this Agreement.
16. CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, TCMP and the Company have caused this
Professional Services Agreement to be duly executed and delivered on the date
and year first above written.
GLOBAL VACATION GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
TC MANAGEMENT PARTNERS, L.L.C.
By: /s/ Xxxxxxxxxxx Xxxxxx
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Xxxxxxxxxxx Xxxxxx
Member
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