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Exhibit 10.15
XXXXXXXX & COMPANY, L.P.
BY FEDERAL EXPRESS
September 9, 1998
Xx. Xxxxxxxx Xxxxxx and Xx. Xxxxx Xxxxxx
TeleBanc Financial Corporation
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx and Xxxxx:
We are pleased to set forth the terms for retaining Xxxxxxxx & Company, L.P.
("Xxxxxxxx") as financial advisor to TeleBanc Financial Corporation, or any of
its affiliates, ("TeleBanc") in connection with a proposed transaction with
LifeWise Family Financial Security, Inc., or any of its affiliates, ("LifeWise")
substantially as set forth in the Commitment Letter dated August 14, 1998
between TeleBanc and LifeWise (the "Transaction"). This Agreement will confirm
Myerberg's engagement by TeleBanc on the following terms and conditions:
(a) The services to be provided by Xxxxxxxx to TeleBanc under this Agreement
are as follows:
(i) Advise TeleBanc on the structure of the Transaction;
(ii) Assist TeleBanc in the preparation of any documents pertaining to
the Transaction;
(iii) Assist TeleBanc in performing due diligence on LifeWise and the loan
assets; and
(iv) Assist in negotiations and related strategy culminating in the
closing of the Transaction.
(b) TeleBanc agrees to pay Xxxxxxxx a retainer fee of $25,000 per month (the
"Retainer Fee") for its services under this Agreement, commencing on
June 1, 1998 and continuing until the initial closing date of the
Transaction. The first three such Retainer Fees shall be due and payable
upon execution of this Agreement and the following monthly Retainer Fees
shall be due and payable in arrears on the first day of each month
commencing on October 1, 1998. Such Retainer Fees shall be applied in full
against any future Transaction Fees (as defined below) as such Transaction
Fees are due to Xxxxxxxx.
(c) If TeleBanc consummates the Transaction and purchases assets thereafter
during the term of the commitment as defined in the Commitment Period
section of the Commitment Letter, then TeleBanc shall pay Xxxxxxxx a fee
(herein referred to as the "Transaction Fees") based upon the principal
balance of the assets purchased, such Transaction Fees being determined
in accordance with the following formula:
(i) 0.25% of the first $200 million of principal balance (or portion
thereof) of the assets purchased
(ii) 0.125% of the next $300 million of principal balance (or portion
thereof) of the assets purchased
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All payments of the Transaction Fees (net of the cumulative Retainer Fees
previously paid to Xxxxxxxx) shall be made to Xxxxxxxx simultaneously upon
the completion of a purchase of assets under the Transaction.
(d) In addition to the Retainer Fees and Transaction Fees, TeleBanc shall
allocate to Xxxxxxxx on the initial closing date of the Transaction. 25%
of the warrant it receives from LifeWise on the same terms as described in
the Warrant section of the Commitment Letter.
(e) In addition to the foregoing compensation, TeleBanc agrees to promptly
reimburse Xxxxxxxx upon request from time to time, for all reasonable
out-of-pocket expenses incurred by Xxxxxxxx and paid to third parties upon
receipt of invoices therefor.
(f) TeleBanc will also indemnify and hold harmless Xxxxxxxx from and against
any losses, claims, damages, liabilities or expenses (including attorney's
fees) to which Xxxxxxxx may become subject in connection with or related
to the services it renders pursuant to this Agreement; provided, however,
that TeleBanc will not be responsible for any such loss, claim, damage,
liability or expense which are determined to have resulted from the gross
negligence, bad faith or malfeasance of Xxxxxxxx in performing services
pursuant to this Agreement.
(g) In the event the Transaction does not close, this Agreement shall
terminate and neither party shall have any further rights or obligations
under this Agrement, provided, however, that TeleBanc shall remain
obligated to pay Xxxxxxxx for any sums due under this Agreement prior to
such termination.
(h) This engagement may not be amended or modified except in writing and
agreed upon by TeleBanc and Xxxxxxxx, and shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to principles of conflict of laws.
If the foregoing correctly sets forth our Agreement, please sign and return to
us the duplicate of this letter attached hereto.
Sincerely, Accepted and Agreed:
XXXXXXXX & COMPANY, L.P. TELEBANC FINANCIAL CORPORATION
Signed: /s/ Xxxxxx Xxxxxxxx Signed:
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Title: Chief Executive Officer Title:
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Date: September 9, 1998 Date:
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