Exhibit 10.21
RESOURCE HOLDINGS LTD.
April 10, 1997
PERSONAL AND CONFIDENTIAL
-------------------------
Mr. Xxxxxx Xxxxxx
President and CEO
Hospitality Worldwide Services, Inc.
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Xxxxxx:
This letter, when executed by you, will confirm the agreement of Hospitality
Worldwide Services, Inc. ("HWS") to engage Resource Holdings Associates ("RHA")
as a financial advisor, upon the terms contained herein.
The work to be performed shall include (i) assistance negotiating the Agreement
with Apollo Real Estate Advisors, (ii) financial advice and strategic planning
with respect to the business of HWS, and (iii) general assistance in structuring
or negotiating merger or acquisition opportunities brought to the attention of
HWS by parties other than RHA.
In consideration for the aforementioned services, RHA shall receive:
Sixteen and one-half percent (16.67%) of the 60% HWS share of the "Promote"
as earned by HWS from the new venture to be formed by and among HWS,
Apollo, and Watermark (10% of the total "Promote" as outlined in the
attached Term Sheet).
RHA shall receive additional fees in amounts to be mutually agreed upon for (i)
finding and/or initiating merger and acquisition opportunities and (ii)
structuring, negotiating or reviewing the documentation of mergers, joint
ventures and other HWS investments, when the parties agree that the time and
effort expended by RHA has been beyond the intended scope of this retention
agreement.
Subject to prior authorization, RHA shall be reimbursed for travel and other
out-of-pocket expenses.
RHA will undertake its duties on a good-faith basis.
RHA and its partners, officers and employees shall be indemnified and held
harmless from all claims, actions, suits, proceedings
April 10, 1997
Page -2-
and liabilities of any kind arising out of the services provided by RHA under
the agreement and for all amounts paid in approved settlements and all costs and
expenses (including attorneys fees and court costs) arising from any such
claims, actions, suits, or proceedings of any kind unless and to the extent that
any conduct of its partners, officers or employees has been determined in any
such proceeding to have been willful misconduct in the performance of the
services.
The engagement of RHA shall continue for as long as HWS receives a "Promote"
from the HWS/Apollo venture, except that the provisions of the indemnity and any
payment obligations related to any unpaid balances due RHA, at the time of
termination, shall indefinitely survive such termination.
The engagement of RHA will be by written agreement executed and delivered in the
State of New York and will be governed by the laws of such State.
Please sign this letter at the place indicated below to confirm your agreement
to engage RHA as a financial advisor to HWS.
We are looking forward to working with you.
Yours very truly,
/s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
AGREED AND ACCEPTED:
/s/ Xxxxxx Xxxxxx
------------------------------
DATE: April 15, 1997
------------------------
