EXHIBIT 10.17
August 1, 1996
Xxxxxxx & Xxxxxxxxxx, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: W. Xxxxx Xxxxxxx
Chairman
Dear Xx. Xxxxxxx:
This letter agreement sets forth the terms of the retention of Xxxxxxx
& Hoenemeyer, Inc. ("G & H") by AMBAC Capital Corporation (collectively with its
affiliates, "AMBAC").
1. (a) G & H will assist AMBAC as its financial advisor in connection
with any Transaction (as such term is defined in clause (b) of
this paragraph 1) with or involving Cadre Financial Services,
Inc. and its broker-dealer affiliate Cadre Securities, Inc.
(collectively, together with their respective subsidiaries and
affiliates, including Cadre Consulting Services, Inc., "Cadre").
G & H's services will include advice on valuation and
structuring of any Transaction and assisting AMBAC in
negotiations with Cadre.
(b) As used in this letter agreement, the term "Transaction" means
(i) any merger, consolidation, reorganization, or other business
combination pursuant to which the business of Cadre is acquired
by, or combined with, AMBAC, (ii) the acquisition, directly or
indirectly, by AMBAC in a single transaction or a series of
transactions, of (A) all or substantially all of the assets of
Cadre or (B) more than fifty percent of Cadre's outstanding
capital stock or (iii) the acquisition, directly or
indirectly, by AMBAC of control of Cadre otherwise than through
the acquisition of Cadre's voting capital stock.
2. In connection with G & H's activities on AMBAC's behalf, AMBAC
will cooperate with G & H and will furnish G & H with all
information and data concerning AMBAC, Cadre and any Transaction
that G & H deems appropriate. G & H agrees to (a) keep any such
non-public information
Xxxxxxx & Xxxxxxxxxx, Inc.
August 1, 1996
Page 2
confidential so long as it remains non-public, unless disclosure
is required by law or requested by any governmental or regulatory
agency or body, and (b) not make any use of such confidential
information, except in connection with G & H's services for AMBAC
under this letter agreement.
3. AMBAC agrees to pay the following fees to G & H:
(a) An advisory fee of Thirty Thousand Dollars ($30,000),
payable in cash on the date of this letter agreement.
(b) A transaction fee of Two Hundred Fifteen Thousand Dollars
($215,000), if, during the period G & H is retained by AMBAC, or
within eighteen (18) months after the date of termination of
this letter agreement, (i) a Transaction is consummated with
Cadre, or (ii) AMBAC enters into an agreement with Cadre which
subsequently results in a Transaction. The transaction fee shall
be payable in cash upon the closing of such Transaction.
4. In addition to any fees that may be payable to G & H under this
letter agreement, AMBAC agrees to reimburse G & H for its
reasonable out-of-pocket expenses incurred in connection with its
activities under this letter agreement, including the reasonable
fees and disbursements of its legal counsel.
5. AMBAC agrees to indemnify G & H and its directors, officers,
employees, agents and controlling persons (G & H and each such
person being an "Indemnified Party") from and against any and all
losses, claims, damages and liabilities, joint or several, to
which such Indemnified Party may become subject in connection
with G & H's engagement under this letter agreement, and will
reimburse any Indemnified Party for all legal and other expenses,
except to the extent that any loss, claim, damage or liability is
found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily from
G & H's bad faith, gross negligence or willful misconduct.
6. G & H's engagement under this letter agreement may be terminated
by either AMBAC or G & H at any time with or without cause upon
written notice to that effect to the other party, it being
understood that the provisions relating to payment of fees
and reimbursement of reasonable expenses and indemnification
shall survive any such termination.
Xxxxxxx & Xxxxxxxxxx, Inc.
August 1, 1996
Page 3
7. No waiver, amendment or other modification of this letter
agreement shall be effective unless in writing and signed by each
party to be bound thereby. This letter agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York, applicable to contracts executed in and to be
performed in that state.
If the foregoing is in accordance with your understanding, please sign and
return to me the enclosed copy of this letter agreement.
Very truly yours,
AMBAC CAPITAL CORPORATION
By:/s/ W. Xxxxx Xxxxxxxx
---------------------------
W. Xxxxx Xxxxxxxx
Chairman, President and
Chief Executive Officer
Accepted and agreed to as of the
date first above written:
XXXXXXX & HOENEMEYER, INC.
By:/s/ W. Xxxxx Xxxxxxx
---------------------------
W. Xxxxx Xxxxxxx
Chairman
Enclosure
