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Advisory Services Agreement

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Sectors: Specialty Retail
Effective Date: October 01, 2004
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EXHIBIT 10.91


MADISON PARK, L.L.C.
30 East 71st #1A
New York, NY 10021
(212) 717-0520
(212) 717-4263


as of October 1, 2004


CONFIDENTIAL


EZCORP, Inc. 1901 Capital Parkway Austin, TX 78746


Gentlemen:


The purpose of this letter is to set forth the agreement and understanding as of October 1, 2004 between EZCORP, Inc. ("EZCORP") and Madison Park, L.L.C. ("Madison Park") regarding advisory services to be rendered by Madison Park to EZCORP (the "Agreement").


1. EZCORP hereby engages Madison Park to provide the advisory services
related to EZCORP's current and on-going business as well as its
FY05-FY07 long term strategic plan, as modified by EZCORP from time to
time. The Exhibit "A" attached hereto and incorporated herein more
fully describes the advisory services.


2. Madison Park hereby accepts the engagement described in paragraph 1
above. As compensation for its services, EZCORP shall pay Madison Park
an annual retainer fee, payable in monthly installments (the
"Retainer"). The Retainer shall be $1,200,000 per annum.


3. The term of Madison Park's engagement shall extend from October 1,
2004 through September 30, 2007. The Agreement shall terminate on
September 30, 2007 unless terminated earlier as provided for herein.
Paragraph 5. herein shall survive any termination or expiration of this
Agreement.


4. EZCORP shall reimburse Madison Park for its out-of-pocket travel and
entertainment expenses incurred in order to render the services
contemplated to be provided by Madison Park pursuant to this Agreement.
Any other expenses must be agreed to by EZCORP in advance. The expenses
shall be documented in a similar manner applicable to EZCORP's
executive officers and paid by EZCORP within 30 days after receipt by
EZCORP of a detailed invoice including supporting documentation.


5. EZCORP, in its sole discretion, may terminate this Agreement with or
without cause upon 10 days written notice to Madison Park. Madison Park
may terminate this Agreement as follows: (1) upon 90 days advance
written notice to EZCORP, on September 30 of any year during the term
of this Agreement; or (2) for cause. In the event of termination,
EZCORP may offset any sum due or that becomes due under this Agreement
against any monies due EZCORP from Madison Park.


6. (a) EZCORP agrees to indemnify and hold harmless Madison Park, its
affiliates, the respective officers, directors, employees, consultants,
associates and agents of Madison Park and its


affiliates, and any person controlling Madison Park or any of its
affiliates within the meaning of either Sections 15 of the Securities
Act of 1933 or Sections 9 of the Securities Exchange Act of 1934
(Madison Park, its affiliates and any such person being referred to
herein as an "indemnified person") in connection with this engagement
from and against all claims, costs, expenses, liabilities, losses and
damages (or actions in respect thereof) related to or arising out of
this engagement or Madison Park's connection therewith; provided,
however, that EZCORP shall not be responsible for any claims, costs,
expenses, liabilities, losses or damages of an indemnified person to
the extent that it is finally determined by a court or other tribunal
of competent jurisdiction that they resulted primarily from actions
taken or omitted to be taken by such indemnified person due to such
indemnified person's recklessness, willful misconduct or bad faith or
that they arose primarily out of or were based primarily upon any
untrue statement or omission made (i) in any document or writing in
reliance upon and in conformity with information furnished to EZCORP by
such indemnified person for use in such document or writing or (ii) in
any document in connection with the engagement without the prior
approval of EZCORP.


(b) If any action or proceeding, including, but not limited to, any
governmental investigation, shall be brought or asserted against an
indemnified person in respect of which indemnity shall be sought from
EZCORP, such indemnified person shall notify EZCORP in writing within
five days of indemnified person's knowledge of such claim, action or
proceedings, and EZCORP shall assume the defense thereof, including,
but not limited to, the employment of counsel reasonably satisfactory
to such indemnified person and the payment of all fees and
disbursements of such counsel and all other expenses related to such
actions or proceeding. Such indemnified person shall have the right to
employ separate counsel in any such action or proceeding to participate
in defense thereof, but the fees and expenses of such separate counsel
shall be at the expense of such indemnified person unless (i) EZCORP
has agreed to pay such fees and expenses or (ii) EZCORP shall have
failed to timely assume the defense of such actions or proceeding, to
employ counsel reasonably satisfactory to such indemnified person in
any such action or proceeding and if requested by such indemnified
person, to confirm in
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