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[CHARTWELL INVESTMENTS II, L.L.C. LETTERHEAD]
April 13, 2000
PlayCore Wisconsin, Inc.
Riverfront Centre
00 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
Jasdrew Acquisition Corp.
c/o Chartwell Investments II, L.L.C.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This letter is to confirm our agreement that in connection with the
transactions (the "TRANSACTIONS") contemplated in the Agreement and Plan of
Merger (the "MERGER AGREEMENT") by and among PlayCore, Inc., PlayCore Holdings,
Inc. and Jasdrew Acquisition Corp. ("MERGER SUBSIDIARY") dated as of April 13,
2000, you have agreed to reimburse us at any time after the Offer Closing for
the reasonable out-of-pocket costs and expenses which we have incurred in
connection with the Transactions. You have also agreed to pay us a fee for
advisory services we have rendered to you in connection with the financing of
the Transactions (the "FINANCING") at the Closing equal to: one percent (1%) of
total capitalization of Merger Subsidiary and the Company including, without
limitation but without duplication, all debt funded in connection with the
Transactions and common equity interests (the "ADVISORY FEE"). Capitalized terms
not defined herein shall have the meanings ascribed to them in the Merger
Agreement.
These services are attributable to acting as exclusive financial
advisor with respect to the Transactions and the Financing and negotiating and
assisting with the documentation related to the Financing (collectively, the
"ADVISORY SERVICES").
Each of the parties hereto acknowledges that the Advisory Services for
which the Advisory Fee is to be paid hereunder have been heretofore rendered by
Chartwell Investments II, L.L.C. at your request in connection with the
Financing as described above.
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PlayCore Wisconsin, Inc.
Jasdrew Acquisition Corp.
April 13, 2000
Page 2
From and after the Offer Closing, PlayCore Wisconsin, Inc. and Merger
Subsidiary agree to indemnify and hold Chartwell Investments II, L.L.C., its
officers, employees and agents (each an "INDEMNIFIED PARTY") harmless against
any liability, claim, loss or expenses, as and when incurred ("DAMAGES"), to
which an Indemnified Party may become subject as a result of the performance of
the services described herein; provided, however, that Merger Subsidiary shall
not be liable to an Indemnified Party for Damages resulting primarily and
directly from the Indemnified Party's bad faith, gross negligence or willful
misconduct, and Chartwell Investments II, L.L.C. shall so indemnify Merger
Subsidiary for damages arising from its bad faith, gross negligence or willful
misconduct.
The benefits of this Agreement shall inure to the respective successors
and assigns of the parties hereto and of the indemnified parties hereunder and
their successors and assigns and representatives, and the obligations and
liabilities assumed hereunder by the parties hereto shall be binding upon their
respective successors and assigns.
This Agreement shall not be assignable by the parties hereto without
mutual written consent.
This Agreement shall be subject to and governed by the laws of the
State of Delaware without regard to its conflict of laws principles and rules.
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PlayCore Wisconsin, Inc.
Jasdrew Acquisition Corp.
April 13, 2000
Page 3
If the foregoing comports with your understanding of our agreement,
please sign below, whereupon this letter shall be a valid and binding agreement.
Very truly yours,
CHARTWELL INVESTMENTS II, L.L.C.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Title: President
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ACCEPTED AND AGREED AS OF THIS
DAY OF APRIL, 2000
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PLAYCORE WISCONSIN, INC.
By:
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Name:
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Title:
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JASDREW ACQUISITION CORP.
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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