Exhibit 10.24
TAMARIX CAPITAL CORPORATION
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
March 7, 0000
Xxxxxxx Xxxxx Group
0 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxx
Dear Sirs:
This letter shall constitute our understanding and agreement with respect
to the retention of Tamarix Capital Corporation ("Tamarix") as financial advisor
to Trident Rowan Group ("TRG"). The term Client shall include TRG and its
subsidiaries.
1. Client hereby retains Tamarix to assist it in various financial
matters including restructuring Client's existing activities, seeking
new business ventures, raising capital, etc. This retention is
subject to and shall commence on the first day of the month next
following the date of the closing of the purchase of 1,000,000 TRG
shares by an affiliate of Tamarix from Finprogetti S.p.A. planned for
this month of April, 1997, (the "Commencement Date") and shall
continue for a period of three years thereafter, after which it can
be renewed for successive one-year periods with the approval of both
Tamarix and TRG. If TRG shall require Tamarix, such retention shall
end on the date of the acquisition.
2. In consideration of the advisory services to be rendered by Tamarix,
Client agrees to (a) pay Tamarix $200,000 per year, payable in
increments of $50,000 at the beginning of each quarter, the first
payment being on the Commencement Date; and (b) reimburse Tamarix
for all out-of-pocket expenses incurred in rendering services
hereunder, upon the presentation by Tamarix of an itemized
statement of such expenses.
3. For the purpose of disclosure prior to any transaction being
consummated by Tamarix or any of its affiliates and TRG, TRG hereby
acknowledges that prior to the date hereof TRG and Tamarix have held
discussions regarding (a) the potential acquisition of Tamarix by TRG
and (b) the acquisition by TRG of an international real estate holding
company currently being organized by Tamarix.
4. This agreement, shall be governed by, and interpreted and enforced in
accordance with, the laws of the State of New York applicable to
instruments made and to be performed entirely within such State.
TAMARIX CAPITAL CORPORATION
5. This agreement may be modified only in writing signed by both parties
to be charged hereunder.
6. Each party shall pay its own expenses in connection with the
negotiation and execution of this agreement. Tamarix and Client shall
at all times keep the terms of the Engagement Agreement confidential.
* * *
If the foregoing correctly sets forth our agreement, please confirm this by
signing and returning to us the duplicate copy of this letter.
We appreciate this opportunity to be of service and are looking forward to
working with you on this matter.
Very truly yours,
TAMARIX CAPITAL CORPORATION
/s/ Xxxx X. Xxxxxx
___________________________
Xxxx X. Xxxxxx
Agreed and Accepted
as of the Effective Date
TRIDENT ROWAN GROUP
/s/ Xxxxxx X. Xxxxx
By:_____________________
Xxxxxx X. Xxxxx
TAMARIX CAPITAL CORPORATION
EXHIBIT A
STANDARD TERMS AND CONDITIONS
1. Client shall promptly provide Tamarix Capital Corporation with all
relevant information about Client and the transaction (to the extent available
to Client in the case of parties other than the Client) that shall be reasonably
requested or required by Tamarix Capital Corporation which information shall be
accurate in all material respects at the time furnished. Upon the termination
of this agreement, or at any time that Client may request all memoranda, notes,
records , reports and other documents and records relating to Client's business,
which Tamarix may then possess or have under its control, shall be promptly
returned to Client.
2. Tamarix capital Corporation shall keep all information obtained from
Client strictly confidential except: (a) for information which is otherwise
publicly available or previously known to Tamarix Capital Corporation, or was
obtained by Tamarix Capital Corporation independently of Client and without
breach of Tamarix Capital Corporation's agreement with Client; (b) Tamarix
Capital Corporation may disclose such information to its employees and
attorneys, and to financial institutions and others designated in writing by
Client; and (c) pursuant to any order of a court of competent jurisdiction or
other government body.
3. Client recognizes that in order for Tamarix Capital Corporation to
perform properly its obligations in a professional manner, it is necessary that
Tamarix Capital Corporation be informed of and, to the extent practicable,
participate in all meetings and discussions between Client and any Investor
third party relating to the matters covered by the terms of Tamarix Capital
Corporation's engagement.
4. Client agrees that any report or opinion, oral or written, delivered
to it by Tamarix Capital Corporation is prepared solely for is confidential use
and shall not be reproduced, summarized, or referred to in any public document
or given or otherwise divulged to any other person other than Client's
attorneys, accountants and/or financial institutions, without Tamarix Capital
Corporation's prior written consent, except as may be required by applicable law
or regulation.
5. Any success fee payable by Client to Tamarix Capital Corporation shall
be paid upon the closing of the particular transaction contemplated by this
Engagement Agreement.
TAMARIX CAPITAL CORPORATION
Exhibit A
Page 2
6. No fee payable to Tamarix Capital Corporation pursuant to any other
agreement with Client or payable by Client to any other financial advisor or
lender shall reduce or otherwise affect any fee payable by Client to Tamarix
Capital Corporation accept as described in Paragraph 3. of this agreement.
7. Client and Tamarix both represents and warrants that: (a) each has
full right, power, and authority to enter into this agreement and to perform all
of its obligations hereunder; (b) this Engagement Agreement has been duly
authorized and executed and constitutes a valid and binding agreement of Client
and Tamarix enforceable in accordance with its terms; and (c) the execution and
delivery of this Engagement Agreement and the consummation of the transactions
contemplated hereby does not conflict with or result in a breach of (i) Client's
or Tamarix's certificate of incorporation or by-laws or (ii) any agreement to
which Client or Tamarix is a party or by which any of its property or assets is
bound.
8. Nothing contained in this Engagement Agreement shall be construed to
place Tamarix Capital and client in the relationship of partners of joint
venturers. Neither Tamarix Capital Corporation nor Client shall represent
itself as the agent or legal representative of the other for any purpose
whatsoever nor shall either have the power to obligate or bind the other in any
manner whatsoever. Tamarix Capital Corporation in performing its services
hereunder, shall at all times be an independent contractor.
9. This Engagement Agreement has been and is made solely for the benefit
of Tamarix Capital Corporation and Client and each of the persons, agents,
employees, officers, directors and controlling persons referred to in Exhibit B
and their respective heirs, executors, personal representatives, successors and
assigns, and nothing contained in this Engagement Agreement shall confer any
rights upon, nor shall this agreement be construed to create any rights in, any
person who is not a party to such agreement other than as set forth in this
paragraph.
TAMARIX CAPITAL CORPORATION
EXHIBIT B
INDEMNIFICATION
Client agrees that it shall indemnify and hold harmless, Tamarix Capital
Corporation, its stockholders, directors, officers, employees, agent, affiliates
and controlling persons within the meaning of Section 20 of the Securities
Exchange Act of 1934 and Section 15 of the Securities Act of 1933, each as
amended (any and all of whom are referred to as an "Indemnified Party"), from
and against any and all losses, claims, damages or liabilities, joint and
several, and all actions in respect thereof (including but not limited to, all
legal or other expenses reasonably incurred by an Indemnified Party in
connection with the preparation for or defense of any claim, action or
proceeding, whether or not resulting in any liability), sustained or incurred by
an Indemnified Party in connection with the preparation for or defense of any
claim, action or proceeding, whether or not resulting in any liability)
sustained or incurred by an Indemnified Party: (a) arising out of, or in
connection with, any untrue statement or alleged untrue statement of a material
fact contained in any of the financial or other information furnished to Tamarix
Capital Corporation by or on behalf of Client or the omission (or alleged
omission) therefrom of a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; or (b)
with respect to, caused by, or otherwise arising out of any transaction
contemplated by this Engagement Agreement or Tamarix Capital Corporation's
performing the services contemplated hereunder; provided, however, Client will
not be liable under clause (b) hereof to the extent that any Loss, claim, damage
or liability is found in a final judgment by a court of competent jurisdiction
to have resulted from Tamarix Capital Corporation's gross negligence or bad
faith in performing such services.
If the indemnification provided for herein is conclusively determined (by
an entry of final judgment by a court of competent jurisdiction and the
expiration of the time or denial of the right to appeal) to be unenforceable by
an Indemnified Party hereunder in respect to any losses, claims, damages or
liabilities referred to therein, then Client, in lieu of indemnifying such
Indemnified Party, Indemnified Party shall contribute any amounts paid or
payable by such Indemnified Party in such proportion as is appropriate and
equitable under all circumstances taking into account the relative benefits
received and the relative fault of each such party; provided, however, in no
event shall Tamarix Capital Corporation and/or any Indemnified Party be required
to contribute an amount in excess of net compensation received by Tamarix
Capital Corporation and/or such Indemnified Party pursuant to this Engagement
Agreement.
The foregoing indemnification and contribution provisions are not in lieu
of, but in addition to, any rights which any Indemnified Party may have
hereunder or otherwise.
TAMARIX CAPITAL CORPORATION
Each of the parties hereto agrees to notify the other promptly of the
assertion against it or to its knowledge any other person or any claim or the
commencement of any action or proceeding relating to any activity contemplated
by this Engagement Agreement; provided, however, the failure to so notify the
other party shall not alter any parties' rights or obligations under this
Engagement Agreement.
TAMARIX CAPITAL CORPORATION
EXHIBIT C
JURISDICTION
Client hereby irrevocably: (a) submits to the jurisdiction of any court of
the State of New York or any federal court sitting in the State of New York for
the purposes of any suit, action or other proceeding arising our of the
agreement between Client and Tamarix Capital Corporation which is brought by or
against the Client by Tamarix Capital Corporation; (b) agrees that all claims in
respect of any suit, action or proceeding may be heard and determined in any
such court; and (c) to the extent that Client has acquired, or hereafter may
acquire, any immunity from jurisdiction of any such court or from any legal
process therein, waives, to the fullest extent permitted by law, such immunity.
Client hereby waives, and Client agrees not to assert in any such suit,
action or proceeding, in each case, to the fullest extent permitted by
applicable law, any claim that: (a) Client is not personally subject to the
jurisdiction of any such court; (b) Client is immune from any legal process
(whether through service or notice, attachment prior to judgment, attachment in
the aid of execution, execution or otherwise) with respect to it or its
property; (c) any such suit, action or proceeding is brought in an inconvenient
forum; (d) the venue of any such suit, action or proceeding is improper; or (e)
this agreement may not be enforced in or by any such suit.
Any process against Client in, or in connection with, any suit, action or
proceeding filed in the United States District Court for the Southern District
of New York or any other court of the State of New York, arising out of or
relating to this Engagement Agreement or any transaction or agreement
contemplated hereby may be served on Client personally, or by air mail (with the
same effect as though served upon Client personally) addressed to Client, at the
address set forth in the agreement between Client and Tamarix Capital
Corporation. Any process served on Client by mailing shall be deemed to have
been served on the tenth business day after deposit of such process in the
United States mail.
Nothing in these provisions shall effect any party's right to serve process
in any manner permitted by law or limit its rights to bring a proceeding in the
competent courts of any jurisdiction or jurisdictions or to enforce in any
lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
