Exhibit 10.9
as of July 26, 1996
Xxxxx & Company, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx XX, Esq.
Ladies and Gentlemen:
Reference is made to the Letter Agreement (the "Letter Agreement")
dated as of April 5, 1996 between Universal Outdoors Holdings, Inc., a Delaware
corporation ("Universal"), Universal Outdoor, Inc., a wholly owned subsidiary of
Universal ("Outdoor"), and Xxxxx & Company, L.P., a Delaware limited partnership
("Xxxxx"). The parties hereto hereby agree, in consideration of the mutual
agreements herein contained, that effective as of the date hereof, the
agreements for Xxxxx to provide consulting and advisory services pursuant to the
first paragraph of the Letter Agreement and for Outdoor to pay to Xxxxx an
annual advisory fee of $150,000 pursuant to the second paragraph of the Letter
Agreement are hereby terminated and of no further force and effect.
Notwithstanding the foregoing sentence, the remaining provisions of the Letter
Agreement, including without limitation, the indemnification provisions
contained therein, shall remain in full force and effect.
Universal and Outdoor hereby further agree to retain Xxxxx to provide
consulting and advisory services to Universal in connection with an initial
public offering of certain of Universal's equity securities. In consideration
for providing the foregoing services, Outdoor will pay to Xxxxx a one-time fee
of $650,000 in cash, which amount shall be paid on or prior to July 26, 1996.
Outdoor will also reimburse Xxxxx promptly for Xxxxx'x reasonable out-of-pocket
costs and expenses incurred in connection with the performance of Xxxxx'x duties
hereunder.
Universal and Outdoor will jointly and severally indemnify Xxxxx and
its affiliates, and their respective officers, directors, employees, agents and
control persons (as such term is used in the Securities Act of
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1933, as amended, and the rules and regulations thereunder) (together, the
"Xxxxx Indemnities") to the full extent lawful against any and all claims,
losses and expenses as incurred (including all reasonable fees and disbursements
of any such indemnitee's counsel and other out-of-pocket expenses incurred in
connection with the investigation of and preparation for any such pending or
threatened claims and any litigation or other proceedings arising therefrom)
arising out of any services rendered by Xxxxx hereunder, PROVIDED, HOWEVER,
there shall be excluded from such indemnification any such claim, loss or
expense that is based upon any action or failure to act by Xxxxx that is found
in a final judicial determination to constitute gross negligence or intentional
misconduct on Xxxxx'x part. Outdoor (and Universal, if necessary) will advance
costs and expenses, including attorney's fees, incurred by any such indemnitee
in defending any such claim in advance of the final disposition of such claim
upon receipt of an undertaking by or on behalf of such indemnitee to repay
amounts so advanced if it shall ultimately be determined that such indemnitee is
not entitled to be indemnified by Universal and Outdoor pursuant to this
Agreement. No Xxxxx Indemnitee shall be liable to Universal, Outdoor or their
respective subsidiaries or affiliates for any error of judgment or mistake of
law or for any loss incurred by the Universal, Outdoor or their subsidiaries or
any of their respective affiliates in connection with the matters to which this
agreement relates, except for any damages that are found by a court of competent
jurisdiction to have resulted primarily from the gross negligence or willful
misconduct of the Xxxxx Indemnitee.
Universal's and Outdoor's obligations set forth in this Agreement
shall survive the termination of Xxxxx'x services pursuant to paragraph two.
This agreement shall be governed by the laws of the State of New York.
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If you are in agreement with the foregoing, kindly so indicate by
signing a counterpart of this letter, whereupon it will become a binding
agreement between us.
Very truly yours,
UNIVERSAL OUTDOOR HOLDINGS, INC.
By:
----------------------------
Name:
Title:
UNIVERSAL OUTDOOR, INC.
By:
----------------------------
Name:
Title:
Accepted and agreed
as of July 26, 1996
XXXXX & COMPANY, L.P.
By: Xxxxx & Companies, Inc.,
its general partner
By:------------------------
Name:
Title:
