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Management Consulting Agreement

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Exhibit 10.22


This Management Consulting Agreement (the " Agreement" ) is made as of April 13, 2005, by and among Hawaiian Telcom Communications, Inc., a Delaware corporation (the " Company" ), and TC Group, L.L.C., a Delaware limited liability company (" Carlyle" ).


WHEREAS, Carlyle, by and through its officers, employees, agents, representatives and affiliates, has expertise in the areas of corporate management, finance, product strategy, investment, acquisitions and other matters relating to the business of the Company; and

WHEREAS, the Company desires to avail itself of the expertise of Carlyle in the aforesaid areas, in which it acknowledges the expertise of Carlyle.


NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto agree as follows:

1. Appointment.

The Company hereby appoints Carlyle to render the advisory and consulting services described in Section 2 hereof for the term of this Agreement.

2. Services.

(a) During the term of this Agreement, Carlyle shall render to the Company, by and through such of Carlyle' s officers, employees, agents, representatives and affiliates as Carlyle, in its sole discretion, shall designate, in cooperation with the Chief Executive Officer, from time to time, advisory, consulting and other services (the " Oversight Services" ) in relation to the operations of the Company, strategic planning, domestic marketing and financial oversight and including, without limitation, advisory and consulting services in relation to the selection, retention and supervision of independent auditors, the selection, retention and supervision of outside legal counsel, the selection, retention and supervision of investment bankers or other financial advisors or consultants and the structuring and implementation of equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company.

(b) The parties hereto acknowledge that certain events will require Carlyle to render services beyond the scope of activities which the parties contemplate as part of the Oversight Services and for which Carlyle shall be entitled to additional compensation hereunder. It is expressly agreed that the Oversight Services shall not include Investment Banking Services. " Investment Banking Services" means investment banking, financial advisory or any other services rendered by Carlyle to the Company in connection with any acquisitions

and divestitures by the Company or any of its subsidiaries, including, without limitation, the sale of substantially all or any portion of the assets of the Company, whether by a sale of assets, the equity interests of the Company, merger or otherwise, and the acquisition or sale of any subsidiary, division or service area of the Company, or the public or private sale of debt or equity interests of the Company, or any of its affiliates or any similar financing transactions. The Oversight Services and the Investment Banking Services shall be referred to herein as the " Services ." 3. Fees.

(a) In consideration of the performance of the Oversight Services contemplated by Section 2(a) hereof, the Company agrees to pay to Carlyle (i) a closing fee of $16,000,000 in connection with the transactions contemplated by the Agreement of Merger among GTE Corporation, Verizon HoldCo LLC, Paradise HoldCo, Inc. (n/k/a Hawaiian Telcom HoldCo, Inc.) and the Company, dated as of May 21, 2004, as amended (the " Merger Agreement" ) and (ii) an aggregate per annum fee (the " Fee" ), continuing until such time as this Agreement is terminated in accordance with Section 6, an amount equal to $1,000,000 per annum. The Fee shall be payable quarterly in advance beginning on the Closing Date (as defined in the Merger Agreement). Fee payments shall be non-refundable.

(b) In consideration of any Investment Banking Services provided to the Company, Carlyle shall be entitled to receive additional reasonable compensation as agreed upon by the parties hereto and approved by a majority of the members of the board of directors of the Company.

4. Out-of-Pocket Expenses.

In addition to the compensation payable to Carlyle pursuant to Sectio
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