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EXHIBIT 10.15
WORLDPORT COMMUNICATIONS, INC.
0000 Xxxxxx Xxxxx Xxxx.
Xxxxxxx, Xxxxxxx 00000
December 31, 1998
Maroon Bells Capital Partners, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Gentlemen:
This letter confirms our agreement with respect to the termination of
the Maroon Bells Capital Partners, Inc. Advisory Agreement for WorldPort
Communications, Inc., dated March 7, 1997, as amended (the "Advisory
Agreement").
WorldPort Communications, Inc. ("WorldPort") and Maroon Bells Capital
Partners, Inc. ("MBCP") hereby agree that all of the terms and agreements in
the Advisory Agreement, other than the provisions in paragraphs VI and VII of
the Advisory Agreement which shall survive, shall be terminated and of no
further force and effect as of January 1, 1999. WorldPort and MBCP agree that
all amounts due to MBCP pursuant to the Advisory Agreement, whether in the form
of retainer, fees, expense reimbursement, or otherwise, aggregate not more than
$2,865,914 and shall be fully satisfied by this agreement of WorldPort to
deliver to MBCP, the following:
(i) up to $214,000 in cash as payment for unpaid retainer
payments and reimbursement of expenses incurred on behalf of WorldPort prior to
the date hereof, all as supported by appropriate documentation, payable within
ten days after WorldPort's receipt of $40 million of gross proceeds from equity
financing on or after the date of this agreement;
(ii) the assignment to MBCP or its assigns of all rights to
principal and interest payments and other rights under (a) the Promissory Note
of Xxxx X. Xxxxx, dated June 1, 1998, in the original principal amount of
$485,400, under which $518,314 (including accrued interest) is outstanding, and
the Pledge Agreement related thereto, (b) the Promissory Note of Xxxxxxx X.
Xxxxxxx, dated June 1, 1998, in the original principal amount of $532,100,
under which $568,181 (including accrued interest) is outstanding, and the
Pledge Agreement related thereto, and (c) the indebtedness of Xxxxxxxx
Xxxxxxxxx, dated June 1998, under which $535,425 (including accrued interest)
is outstanding; and
(iii) shares of non-participating preferred stock of WorldPort,
which will carry one vote per share, have an aggregate liquidation value of
$1,029,994 and be convertible into Common Stock of WorldPort at $ 3.25 per
share, to be issued not later than January 25, 1999.
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Except as set forth above, WorldPort has no further obligations to
MBCP under the Advisory Agreement.
Please acknowledge that this letter accurately and fully reflects our
agreement with respect to the Advisory Agreement by executing and delivering
the enclosed copy of this letter.
WORLDPORT COMMUNICATIONS, INC.
By:
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Agreed and Accepted:
MAROON BELLS CAPITAL PARTNERS, INC.
By:
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