1
EXHIBIT 10.16
CRUISE LINE HOLDINGS CO.
September 17, 0000
X.X. Xxxxxxx Xxxxxxxx, XXX
Xxxxxxxxxx Xxxxx, Xxxxx 0000
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx
Ladies and Gentlemen:
This letter sets forth our agreement whereby Cruise Line Holdings Co.,
a Delaware corporation (the "Company"), shall pay to F.C. Capital Partners, LLC,
a Delaware limited liability company ("FC"), a finance and structuring fee in
the amount of $250,000 for arranging the financing and certain other
transactions on behalf of the Company in connection with the transactions
contemplated by the Share Purchase Agreement between Viad Corp. and the Company,
dated as of July 31, 1998 (the "Viad Agreement") and the Subscription and
Exchange Agreement among the Company, Xxxxxx Xxxxxx and the other signatories
thereto dated as of August 27, 1998. The Company shall also pay FC's reasonably
incurred out-of-pocket expenses incurred in conjunction with these transactions,
including but not limited to reasonable attorney's fees.
The finance and structuring fee and expense reimbursement shall be due
and payable by the Company on the Closing Date (as defined in the Viad
Agreement).
If the foregoing accords with your understanding of our agreement,
kindly execute a copy of this letter in the space provided below and return it
to the Company.
Very truly yours,
CRUISE LINE HOLDINGS CO.
By: /s/ Xxxxxxx Xxxxx
------------------------
Title: Authorized Person
The foregoing is accepted
and agreed to as of the
date first above written:
F.C. CAPITAL PARTNERS, LLC
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
Title: Member