Exhibit 10.39
712 Advisory Services, Inc.
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
January 23, 1998
National R.V. Holdings, Inc.
0000 X. Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Gentlemen:
This letter agreement hereby amends, restates and supercedes
any and all prior financial advisory agreements.
You hereby agree to retain us to continue to serve, and we
hereby agree to continue to serve, as financial advisor to National R.V. In such
capacity, we shall be available for advice and consultation, and shall advise
National R.V. with respect to such financial and related matters as National
R.V. shall from time to time request, including matters relating to (i) raising
capital, whether from institutional and other lenders or from the private
placement of securities, (ii) public offerings of debt or equity securities,
(iii) structure of debt or equity financing, (iv) acquisitions and other
business ventures, (v) commercial banking relations, (vi) shareholder relations
and (vii) general corporate matters.
For such services, National R.V. agrees to pay to us a fee at
the rate of $230,625 per year ("Annual Fee"). The Annual Fee shall be paid
quarterly in advance from the date hereof through the term of this agreement. We
shall further be entitled to the normal compensation payable to investment
banking firms (the specific terms of such compensation to be agreed between
National R.V. and us on a case-by-case basis) for completed financings,
acquisitions or other transactions as contemplated under the preceding
paragraph. National R.V. shall also reimburse us for any travel and other
out-of-pocket expenses incurred by us in connection with services provided for
herein.
The initial term of our engagement hereunder shall commence as
of January 1, 1998 (the "Commencement Date") and shall continue until the first
anniversary of such date; provided, however, that the term of our engagement
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hereunder shall automatically be extended for additional periods of one year
unless and until either party shall give the other party written notice, not
later than 15 days prior to the first anniversary of the Commencement Date or
any subsequent anniversary of the Commencement Date, of the notifying party's
election to terminate our engagement hereunder effective as of the anniversary
of the Commencement Date next succeeding the giving of such notice.
National R.V. agrees to indemnify and hold us and any of our
officers, directors, employees, representatives and agents harmless against any
liability, claim, loss or expenses to which we or they may become subject as a
result of this agreement or the performance of our services hereunder; provided,
however, National R.V. shall not be liable for any liability, claim, loss or
expense which has been judicially determined to have been the result of our
willful misconduct or gross negligence. National R.V. shall satisfy any
indemnification request promptly upon our written request.
In the event of a change of control of National R.V. at any
time while this agreement is in effect, at the time of such change in control,
National R.V. shall pay to us immediately and in cash the remaining unpaid
Annual Fees payable through the end of the calendar year in which the change of
control occurs. "Change of Control", for purposes of this letter agreement,
shall be deemed to have occurred if (i) National R.V. or its subsidiary
corporations sell all or substantially all of its or their assets to another
person or entity or is acquired by another person or entity, whether such
acquisition is in the form of a sale, merger, consolidation or other similar
transaction, (ii) any person or group (as such terms are used in Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) other
than our affiliates is or becomes the "beneficial owner" (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities
of National R.V. representing 25% or more of the combined voting power of the
National R.V. then outstanding securities or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of National R.V. cease for any reason to constitute at
least a majority thereof unless the election, or the nomination for election by
National R.V.'s stockholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period.
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If you find the above in accordance with our understanding,
will you kindly so indicate by signing and returning the enclosed copy of this
letter.
Very truly yours,
712 ADVISORY SERVICES, INC.
By:________________________
Name:
Title:
AGREED:
NATIONAL R.V. HOLDINGS, INC.
By:________________________
Name:
Title:
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