Exhibit 10.1(d)
ONE EQUITY PARTNERS LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 31, 2002
OEP Imaging Corporation
OEP Imaging Operating Corporation
c/o One Equity Partners LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Asset Purchase
Agreement dated as of July 3, 2002 (the "Asset Purchase Agreement") among OEP
Imaging Corporation, a Delaware corporation (the "Purchaser"), Polaroid
Corporation, a Delaware corporation ("Polaroid"), and the subsidiaries of
Polaroid listed on the signature pages thereto (collectively, together with
Polaroid, the "Sellers") pursuant to which the Sellers have agreed to sell to
the Purchaser, and the Purchaser has agreed to purchase from the Sellers,
substantially all of the assets and to assume certain liabilities of the
Sellers.
The purpose of this letter is to confirm our understanding with
respect to the payment of a fee for financial advisory services (collectively,
the "Services") provided by One Equity Partners LLC (the "Service Provider") to
the Purchaser and OEP Imaging Operating Corporation (the "Operating
Corporation") in connection with the transactions contemplated by the Asset
Purchase Agreement. As consideration for the Services provided by the Service
Provider in connection with the transactions contemplated by the Asset Purchase
Agreement, the Purchaser and the Operating Corporation, jointly and severally,
hereby agree to pay to the Service Provider, on the date hereof, a one-time fee
in the amount of $4,500,000 in cash, and $750,000 in cash for expenses.
This letter shall be treated as confidential and may not be used,
circulated, quoted or otherwise referred to in any document, except with our
written consent.
If this letter correctly sets forth our understanding, please so
indicate by signing in the space below and returning a copy to us.
Very truly yours,
ONE EQUITY PARTNERS LLC
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
Accepted and agreed this
31st day of July, 2002
OEP IMAGING CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
OEP IMAGING OPERATING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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