Exhibit 10.8
IXL HOLDINGS, INC.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
as of Xxxxx 00, 0000
Xxxxx & Company, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxx
Ladies and Gentlemen:
IXL Holdings, Inc. (the "Company"), hereby agrees to retain you, Xxxxx &
Company, L.P. ("Xxxxx"), to provide consulting and advisory services to the
Company commencing on the date hereof for a term ending on the date on which
Xxxxx and its affiliates cease to own any equity securities of the Company.
Such services may include (i) assisting in the raising of additional debt and
equity capital from time to time for the Company, if deemed advisable by the
Board of Directors of the Company, (ii) assisting the Company in its long-term
strategic planning generally, and (iii) providing such other consulting and
advisory services as the Company may reasonably request.
In consideration of providing the foregoing services, the Company will
pay to Xxxxx an annual advisory fee of $15,000, payable in advance on January 1
of each year. The first payment will be due on the first day of the first full
calendar quarter following the closing under the Exchange Agreement, dated as of
April 30, 1996, among the Company, Xxxxxxx Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxxxx and will be a pro rated amount equal to
the product of (a) $15,000 and (b) the quotient of the number of days remaining
in 1996 from such closing over 365. If Xxxxx or any of its affiliates or
designees invests additional equity in the Company or any of its affiliates on
one or more occasions after the date hereof, then, in each such case, the
Company and Xxxxx will negotiate in good faith to effect a mutually acceptable
increase to such
advisory fee. The Company will also reimburse Xxxxx promptly for Xxxxx'x
reasonable out-of-pocket costs and expenses incurred in connection with the
performance of Xxxxx'x duties hereunder.
The Company will indemnify Xxxxx and its affiliates, and their
respective officers, directors, partners, employees, agents and control persons
(as such term is used in the Securities Act of 1933, as amended, and the rules
and regulations thereunder) to the full extent lawful against any and all
claims, losses and expenses as incurred (including all reasonable fees and
disbursements of any such indemnitee's counsel and other out-of-pocket expenses
incurred in connection with the investigation of and preparation for any such
pending or threatened claims and any litigation or other proceedings arising
therefrom) arising out of any services rendered by Xxxxx hereunder, provided,
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however, there shall be excluded from such indemnification any such claim,
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loss or expense that is based upon any action or failure to act by Xxxxx that is
found in a final judicial determination to constitute gross negligence or
intentional misconduct on Xxxxx'x part. The Company will advance costs and
expenses, including attorney's fees, incurred by any such indemnitee in
defending any such claim in advance of the final disposition of such claim upon
receipt of an undertaking by or on behalf of such indemnitee to repay amounts so
advanced if it shall ultimately be determined that such indemnitee is not
entitled to be indemnified by the Company pursuant to this Agreement.
The Company's obligations set forth in this Agreement shall survive the
termination of Xxxxx'x services pursuant to paragraph one.
This agreement shall be governed by the laws of the State of New York.
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If you are in agreement with the foregoing, kindly so indicate by signing a
counterpart of this letter, whereupon it will become a binding agreement between
us.
Very truly yours,
IXL HOLDINGS, INC.
By: /s/ U. Xxxxxxx Xxxxx, Xx.
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Name:
Title:
Agreed and accepted as of
April 30, 1996.
XXXXX & COMPANY, L.P.
By: Xxxxx & Companies, Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
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Name:
Title:
FORM OF
AMENDMENT TO ADVISORY AGREEMENT
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AMENDMENT TO ADVISORY AGREEMENT (the "Agreement"), dated as of
_________ __, 1999, between iXL Enterprises, Inc., a Delaware corporation
(formerly named IXL Holdings, Inc.) (the "Company") and Xxxxx & Company, L.P.
("Xxxxx"). -------
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WHEREAS, the Company and Xxxxx are parties to a Letter Agreement,
dated as of April 30, 1996 (the "1996 Advisory Agreement");
WHEREAS, Xxxxx has provided consulting and advisory services to the
Company pursuant to the 1996 Advisory Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. Amendment of the Advisory Agreement Effective upon the closing of
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the Company's initial public offering of its common stock, par value $0.01 per
share, Xxxxx'x obligation to continue to provide ongoing consulting and advisory
services pursuant to the first paragraph of the 1996 Advisory Agreement and the
Company's obligation to pay to Xxxxx an annual advisory fee pursuant to the
second paragraph of the 1996 Advisory Agreement will terminate.
2. Survival and Amendment of Expense Reimbursement The Company's
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obligation to reimburse Xxxxx promptly for Xxxxx'x out-of-pocket costs and
expenses pursuant to the last sentence of the second paragraph of the 1996
Advisory Agreement is hereby amended and restated as follows:
"The Company shall reimburse Xxxxx promptly for Xxxxx'x reasonable
out-of-pocket costs and expenses incurred in connection with the
monitoring by Xxxxx of its investment in the Company from and after
the date hereof."
3. Survival of Indemnification. The Company's obligation to
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indemnify Xxxxx and its affiliates and to reimburse certain expenses pursuant to
the fourth paragraph of the 1996 Advisory Agreement shall remain in full force
and effect.
4. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been signed by each of the
parties hereto as of the date first above written.
iXL ENTERPRISES, INC.
By:
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Name:
Title:
XXXXX & COMPANY, L.P.
By: Xxxxx & Companies, Inc.,
its general partner
By:
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Name:
Title:
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