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EXHIBIT 10.61
[HARBOR SECURITIES LETTERHEAD]
October 24, 1996
Xx. Xxxxxxxx X. Xxxxxxx
Vice President Finance
and Chief Financial Officer
SPACEHAB, Incorporated
Suite 000
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, Xx. 22182
Dear Xx. Xxxxxxx:
This letter sets forth the terms pursuant to which Harbor Securities, Inc. (the
"Agent") and its affiliates will be the exclusive financial advisor to SPACEHAB,
Incorporated and its subsidiaries (hereinafter known as "SPACEHAB" or the
"Company" for the purposes of this agreement) for the structuring and placement
of financing for (i) certain acquisitions and (ii) the development of a double
science module (the "Financing").
1. Scope of the Engagement. In connection with this engagement, the Agent's
services will include, but not be limited to: assisting in due diligence;
structuring the Financing(s); drafting the placement memorandum(a) (the
"Memorandum(a)"); privately placing the Financing(s); negotiating the terms of
the Financing(s); and closing the Transaction(s). All of the above are subject
to the approval of SPACEHAB.
2. Compensation. In consideration of the Agent's services rendered hereunder,
SPACEHAB agrees to pay the Agents placement fees as outlined below, payable at
closing in cash.
TYPE OF FINANCING FEE AS % OF PRINCIPAL AMOUNT
Senior Debt 1%
Subordinated Debt 2%
Equity* 3%
*Equity may or may not constitute a part of the Financing(s)
During the engagement, SPACEHAB will pay, at the first of each month, a non
refundable monthly retainer of $20,000 (such monthly retainer to be offset
against the placement fee), plus reasonable out of pocket expenses. The first
monthly retainer is due and payable on signing of this letter.
3. Confidentiality. Any information furnished to the Agent by the Company,
unless such information is available to the public or otherwise available to the
Agent, without
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restriction or breach of any confidentiality agreement, will be held by the
Agent in confidence and will not be disclosed by the Agent without the Company's
prior approval.
4. Indemnification. SPACEHAB will indemnify and hold harmless the Agent and its
affiliates, directors, officers, agents and employees against any claims,
actions, proceedings, demands, liabilities, damages, judgments, assessments,
losses and costs, including fees and expenses, arising out of or in connection
with services rendered by the Agent under this agreement, and will reimburse the
Agent for all such fees and expenses, including fees of counsel, as they are
incurred by the Agent in connection with pending litigation whether or not the
Agent is a party. The Company will not, however, be responsible for any claims,
liabilities, losses, damages or expenses that are determined by final judgment
of a court of competent jurisdiction to have resulted primarily from the Agent's
gross negligence or bad faith. SPACEHAB also agrees that the Agent shall have no
liability for claims, liabilities, damages, losses or expenses, including legal
fees incurred by SPACEHAB unless they are determined by final judgment of a
court of competent jurisdiction to have primarily resulted from the Agent's
gross negligence or bad faith.
5. Termination. Either SPACEHAB or the Agent may terminate this agreement at any
time by notifying the other party in writing. If SPACEHAB terminates the Agent
and then subsequently consummates a financing which is similar in nature to that
which is contemplated under this agreement within, a 12 month period following
termination, with any financial institution or other potential investor
contacted by the Agent on behalf of SPACEHAB and identified by the Agent prior
to or at the time of termination, the Agent will be entitled to the fees defined
in Paragraph 2. The Agent will keep SPACEHAB informed on its progress.
This engagement will begin on the date of signing this letter agreement and the
receipt by the Agent of the first month's retainer fee. Please confirm that this
letter agreement is in accordance with our understanding by signing and
returning to the Agent an executed copy of this letter agreement which shall
constitute a binding agreement.
Very truly yours, Accepted and Agreed:
Harbor Securities, Inc. SPACEHAB, Incorporated
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx Xx. Xxxxxxxx X. Xxxxxxx
President Vice President Finance
and Chief Financial Officer
Date: Date:
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