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Financial Advisory And Closing Fee Letter Agreement

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Exhibit 10.19

Axle Merger Sub, Inc.

c/o Kelso & Company, L.P.

320 Park Avenue, 24 th Floor

New York, NY 10022

February 22, 2005

Kelso & Company, L.P.

320 Park Avenue, 24 th Floor

New York, New York 10022

Ladies and Gentlemen:

Axle Merger Sub, Inc. (the " Company" ) hereby agrees to retain you, Kelso & Company, L.P. (" Kelso" ), and any of your affiliates or designees (collectively, with Kelso, the " Kelso Group" ), to provide consulting and advisory services to the Company commencing on the Closing Date (as defined in the Agreement and Plan of Merger by and among Insurance Auto Auctions, Inc. (" Axle" ), Axle Holdings, Inc. and the Company, dated as of February 22, 2005 (the " Merger Agreement" )) for a term ending on the date on which Kelso and its affiliates cease to own any shares of common stock of the Company. Such services may include ( i ) assisting in the raising of additional debt and equity capital from time to time for the Company, if deemed advisable by the Board of Directors of the Company, ( ii ) assisting the Company in its long-term strategic planning generally, ( iii ) providing the Company with financial, investment banking, management advisory and other services with respect to proposed transactions directly or indirectly involving the Company or any of its subsidiaries (collectively, the " Transaction Services" ) and ( iv ) providing such other consulting and advisory services as the Company may reasonably request.

In consideration of the Kelso Group' s providing the foregoing services (other than Transaction Services), the Company (or its successor by operation of law) will pay Kelso ( i ) a fee of $5,000,000 in cash, which amount shall be paid substantially concurrently with the consummation of the merger of the Company with and into Axle pursuant to the terms of the Merger Agreement (the " Merger" ), and ( ii ) an annual advisory fee of
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