Exhibit 10.15
September 5, 1995
Xx. Xxxxxx Xxxxxxx
President
Corporate Travel Link, Inc.
X.X. Xxx 0000
Xxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxxxxx:
This is to confirm our Agreement whereby Corporate Travel Link, Inc.
(hereby to known as the "Company") has requested Loeb Partners Corporation
("LOEB") to render services to it and LOEB has agreed to render such
services on the terms and conditions set forth herein:
1. The Company hereby retains LOEB for the three (3) year period commencing
on the date hereof to render consulting advice to the Company as its
exclusive investment banker relating to financial and similar matters.
During the term of this Agreement, LOEB will provide the Company with such
regular and customary consulting advice as is reasonably requested by the
Company. It is understood and acknowledged by the parties that the value of
LOEB's advice is not measurable in any quantitative manner and LOEB shall
be obligated to render advice upon the request of the Company in good
faith, but shall not be obligated to spend any specific amount of time in
doing so.
2. As full compensation for the services to be rendered by LOEB pursuant to
Paragraphs 1 and 3 hereof, the Company shall pay LOEB a retainer of $36,000
per annum, payable monthly in installments of $3,000 each, in advance, on
the first day of every month for the duration of this Agreement. In
addition, the Company shall reimburse LOEB for any and all reasonable
out-of- pocket expenses incurred by it on the Company's behalf with the
Company's approval and upon the presentation by LOEB of supporting
documentation.
3. LOEB will, upon the request of the Company, consult with the Company's
management and provide recommendations concerning financial and related
matters, including:
A. Changes in the capitalization of the Company;
B. Changes in the Company's corporate structure;
C. Redistribution of shareholdings of the Company's stock;
D. Offerings of securities to the public;
E. Sales of securities in private transactions;
F. Alternative uses of corporate assets;
G. Structure and use of debt.
4. If LOEB assists the Company in the private sale or distribution of
securities, LOEB will be paid at the closing of such a transaction a cash
commission of five percent (5%) of the gross amount raised plus
reimbursement of all related expenses. In addition, LOEB shall receive
warrants to purchase securities in the Company equal to five percent (5%)
of the securities sold through such transaction and at the price paid by
the purchasers, for a period of five years commencing from the closing of
the transaction.
5. LOEB agrees to furnish advice to the Company in connection with the
acquisition of and/or merger with other companies, joint ventures with any
third parties and any other financing (other than the private or public
sale of the Company's securities for cash or any ordinary commercial bank
loan or line of credit) including without limitation, the sale of the
Company itself (or any significant percentage, subsidiaries or affiliates
thereof).
In the event that such transaction occur during the term of this Agreement
which result from, or are caused by, introductions made by LOEB, or if
LOEB, at the request of the Company, performs services (other that the
regular and customary consulting advice described in paragraph 1) on a
transaction which it has not so introduced, the Company shall pay fees to
LOEB as follows:
-0- - $1,000,000 - Minimum fee $50,000
$1,000,000 - $3,000,000 - $50,000 plus 5% of legal
consideration in excess of
$1,000,000
$3,000,000 - $5,000,000 - $150,000 plus 3% of legal
consideration in excess of
$3,000,000
Over $5,000,000 - $210,000 plus 1% of legal
consideration in excess of
$5,000,000
Legal consideration is defined, for the purpose of this Agreement, as the
total of stock (valued at market on the day of closing, or if there is no
public market, valued as set forth herein for other property) cash and
assets and property or other benefits exchanged by the Company as
consideration (all valued at fair market value as agreed or, if not, by any
independent appraiser), irrespective of period of payment or terms.
6. The Company may request that LOEB provide services outside the normal
scope of this Agreement. The fees to be paid for such services shall be
agreed upon separately at the time of such request.
7. All fees where applicable under this Agreement are due and payable to
LOEB in cash at the closing of any transaction. In the event that this
Agreement shall not be renewed for a period of twelve (12) months or if
terminated for any reason notwithstanding any such renewal or termination,
LOEB shall be entitled to a full fee for any transaction contemplated by
Paragraphs 4 and 5 hereof commenced during such period and closed within a
period of twelve (12) months after non-renewal or termination.
8. Use of the LOEB name in annual reports or any other reports of the
Company or releases by the Company shall have the prior written approval of
LOEB.
9. LOEB shall have the right of first refusal on any future private or
public financing for a period of 5 years from the commencement date of this
Agreement.
If the foregoing correctly sets forth the understanding between LOEB and
the Company with respect to the foregoing, please so indicate your
agreement by signing in the place provided below at which time this letter
shall become a binding contract.
Loeb Partners Corporation
By: ______________________
Xxxxxx X. Bagatelle
Managing Director
ACCEPTED & AGREED:
Corporate Travel Link, Inc.
By:_____________________
Xxxxxx Xxxxxxx, President
