WorldPort, Dinton Trader
October 31, 1996
Page 1
WorldPort Communications, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000
Facsimile (415) 393-0721
October 31, 1996
Xx. Xxxxxx Xxxxxxx
Dinton Trader S.A.
c/o Dinton Trader U.K. Ltd.
0 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx Xx0X 0XX
Dear Xx. Xxxxxxx:
When executed by both parties where indicated below, this letter will form an
Agreement commencing October 31, 1996 between WorldPort Communications, Inc.
("WorldPort"), a Delaware corporation, and Dinton Trader S.A. ("Dinton Trader")
whereby Dinton Trader will
provide certain financial advisory services to WorldPort.
A. SERVICES TO BE PERFORMED FOR WORLDPORT:
1. Dinton Trader will assist WorldPort in the identification of
companies that may be potential merger or acquisition candidates.
Dinton Trader as needed, will contact such companies, in structuring,
negotiating, and closing merger or acquisition transactions. Dinton
Trader will, as needed, participate in due diligence review of
potential acquisitions.
2. Dinton Trader will assist WorldPort in developing and implementing a
corporate financial strategy including market research, financial
analysis and capitalization strategies.
3. Dinton Trader will assist WorldPort in identifying additional
management personnel for WorldPort.
4. Dinton Trader will review and analyze all existing WorldPort
business plans and corporate literature and all new corporate materials
to be created while this Agreement is in effect.
B. COMPENSATION AND FEES PAYABLE
1. Advisory Fee: WorldPort will agree to pay to Dinton Trader an
advisory fee of
WorldPort, Dinton Trader
October 31, 1996
Page 2
$360,000 for the services described herein, when and if such services
are completed in a manner satisfactory to WorldPort, payable no later
than June 30, 1997.
2. Reimbursement of Expenses: WorldPort will reimburse Dinton Trader
for expenses related to its performance under this Agreement, such
expenses not to exceed $10,000.
C. TERM OF AGREEMENT; SURVIVORSHIP
1. The term of this Agreement shall commence on October 31, 1996 and
shall be in effect until the sooner of (a) when Dinton Trader has
performed the services described herein to the satisfaction of
WorldPort or (b) June 30, 1997.
D. INDEMNIFICATION
Dinton Trader and WorldPort agree to indemnify each other against
claims resulting from actions or omissions in connection with this
engagement or arising out of misstatement of material facts by the
other party or its affiliates, as follows:
In consideration of this agreement, WorldPort hereby agrees to
indemnify and hold harmless Dinton Trader and its affiliates, the
respective directors, officers, principals, partners, agents and
employees of Dinton Trader and its affiliates from any and all losses,
claims, damages or liabilities (or actions in respect thereof) related
to or arising out of WorldPort's actions or omissions in connection
with this engagement or arising out of misstatement of material facts
by WorldPort or its representatives relating to Dinton Trader's
engagement hereunder. WorldPort will also reimburse Dinton Trader for
all expenses (including reasonable counsel fees) as they are incurred
by Dinton Trader in connection with pending or threatened litigation
arising out of this agreement in which Dinton Trader is a party and for
which WorldPort is obligated to indemnify Dinton Trader pursuant to the
preceding sentence. WorldPort will not, however, be responsible for any
claims, liabilities, losses, damages or expenses that result from bad
faith, gross negligence or willful misconduct by Dinton Trader or any
of its affiliates or approved assignees.
Dinton Trader hereby represents and warrants that during the course of
its engagement it will not knowingly make any misstatement of material
fact or omit to state any material fact necessary to make any statement
not misleading, to induce an investor to purchase WorldPort's
securities, nor will Dinton Trader take any action deemed to be a
general solicitation or offer to the public of securities in any
jurisdiction and Dinton Trader agrees to comply with relevant
securities laws in any jurisdiction in which securities are offered to
potential investors in connection with the transaction
Calldd\SLC\27369.1
WorldPort, Dinton Trader
October 31, 1996
Page 3
contemplated pursuant to this engagement agreement. Dinton Trader
hereby agrees to indemnify, defend, and hold harmless WorldPort and its
directors, officers, agents and employees from any and all losses,
claims, damage or liabilities (or actions in respect thereof) related
to or arising out of a breach by Dinton Trader of the representations
and warranties made in the preceding sentence or by any act of bad
faith, gross negligence or willful misconduct on the part of Dinton
Trader or its principals, directors, and employees.
Dinton Trader and WorldPort, and in particular the signatories hereto,
affirm that they each have all requisite corporate authority to execute
and deliver this engagement agreement for the services contemplated
herein, and the execution and delivery of this engagement letter by
Dinton Trader and WorldPort and the engagement for performance of
services contemplated herein does not constitute a material breach or
violate the provisions of any agreement, engagement, law, rule,
regulation, or court order to which Dinton Trader or WorldPort or any
of their respective assets, properties, or representatives are bound.
E. GOVERNING LAW
This Agreement shall be governed by the laws of the State of
California.
F. SIGNATURES
By their authorized signatures below, Dinton Trader and WorldPort do
agree to be bound by the terms of this Agreement. This Agreement may be
signed in counterparts, including fax signatures.
ACCEPTED FOR WORLDPORT COMMUNICATIONS, INC.
\s\ On this date: October 31, 1996
Xx. Xxxxxx X. Xxxxxx
Its: President
ACCEPTED FOR DINTON TRADER S.A. BY:
\s\ On this date: November 1, 1996
Xx. Xxxxxx Xxxxxxx
Its:
Calldd\SLC\27369.1
