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EXHIBIT 10.3
CREDIT SUPPORT FEE AGREEMENT
This Agreement dated as of November 5, 1998 is by Xxxxxxx-Xxxxxxx, Inc.
("DBI") in favor of Xxxxxxx X. Xxxxxxx ("XXXXXXX").
DBI expects to receive a so-called "Additional Term Loan" in the amount
of $2,500,000 from the CIT Group/Business Credit, Inc. and BNY financial
Corporation (the "LENDERS") during the month of November, 1998; and
WHEREAS, as a condition to extending the Additional Term Loan, the
Lenders require that Xxxxxxx guarantee the payment of $500,000 of the
principal thereof (the "GUARANTY"); and
WHEREAS, DBI has requested that Xxxxxxx give the Guaranty; and
WHEREAS, Xxxxxxx is willing to do so in reliance upon DBI's agreement
to pay him the fees provided for herein;
NOW THEREFORE, to induce Xxxxxxx to give the Guaranty, DBI covenants
and agrees as follows:
1. If Xxxxxxx gives the Guaranty, then, in such case, for so long as
the Guaranty is in effect DBI shall pay Xxxxxxx a fee (the "FEE")
in consideration thereof at the annual rate of 5% of the principal
amount guaranteed from time to time pursuant to the Guaranty. The
Fee shall be payable in monthly installments in arrears on the
15th day of each calendar month beginning December 15, 1998. If
the Guaranty is in effect for only part of a period, the Fee
allocable to such period shall be prorated.
2. All notices, requests, demands and other communications hereunder
must be in writing and shall be deemed to have been duly given if
delivered by hand or mailed by first class, registered or
certified mail, return receipt requested, postage and registry
fees prepaid, and addressed as follows:
a) If to DBI: XxXxxxx-Xxxxxxx, Inc.
One Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
b) If to Xxxxxxx: c/o Stanwich Partners, Inc.
One Stamford Landing
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Addressed may be changed by notice in writing signed by the party
changing such party's address and such notice shall be effective only upon
receipt by the other parties.
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3. This Agreement (i) may be amended only in writing signed by DBI
and Xxxxxxx; (ii) shall inure to the benefit of Xxxxxxx and his
assign, personal representative and heirs; (iii) shall be binding
upon DBI and its successors; (iv) shall be governed and construed
in accordance with the laws of the State of Connecticut without
regard to principles of conflicts of laws; and (v) may be executed
in one or more counterparts, each of which shall be deemed to be
an original and all of which taken further shall constitute one
and the same instrument.
IN WITNESS WHEREOF, DBI has executed this agreement as of the day and
year first above written.
XXXXXXX-XXXXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President & CEO
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