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Bain Capital Advisory Agreement

This is an actual contract by Integrated Circuit Systems.

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Sectors: Electronics and Miscellaneous Technology
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: May 11, 1999
Related Agreement Types:
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Exhibit 10.21


This ADVISORY AGREEMENT (this "Agreement") is made and entered into as of May 11, 1999, by and between Integrated Circuit Systems, Inc., a Pennsylvania corporation (the "Company"), and Bain Capital Partners VI, L.P., a Delaware limited partnership Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of January 20, 1999, as amended, by and among the Company and ICS Merger Corp., a Pennsylvania corporation (the "Merger Agreement").

WHEREAS, the Company desires to retain Bain and Bain desires to perform for the Company and its subsidiaries certain services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1. Term. This Agreement shall be in effect for an initial term of ten (10) years commencing on the date hereof (the "Term"), and shall be automatically extended thereafter on a year to year basis unless the Company or Bain provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof provided that the Term shall terminate after giving effect to such time (if any) that the Bain Stockholders and their Affiliates no longer hold at least 50% of the Common Stock of the Company that they own as of the date hereof. No termination of this Agreement, whether pursuant to this paragraph or otherwise, shall affect the Company's obligations with respect to the fees, costs and expenses incurred by Bain in rendering services hereunder and not reimbursed by the Company as of the effective date of such termination. For purposes hereof, "Bain Stockholders" shall mean Bain Capital Fund VI, L.P., BCIP Trust Associates II, BCIP Trust Associates II-B, BCIP Associates II-B, BCIP Associates, and BCIP Associates II-C, PEP Investments PTY Limited., Randolph Street Partners II and Randolph Street Partners 1998 DIF, L.L.C.

2. Services. Bain shall perform or cause to be performed such services for the Company and its subsidiaries as directed by the Company's board of directors, which may include, without limitation, the following:

(a) general executive and management services;

(b) identification, support, negotiation and analysis of acquisitions
and dispositions by the Company or its subsidiaries;

(c) support, negotiation and analysis of financing alternatives,
including, without limitation, in connection with acquisitions, capital
expenditures and refinancing of existing indebtedness;

(d) finance functions, including assistance in the preparation of
financial projections, and monitoring of compliance with financing

(e) marketing functions, including monitoring of marketing plans and

(f) human resource functions, including searching and hiring of
executives; and

(g) other services for the Company and its subsidiaries upon which the
Company's board of directors and Bain agree.

3. Advisory Fee. Payment for services rendered by Bain and/or its affiliates incurred in connection with the performance of services pursuant to this Agreement shall be $750,000 per annum, plus reasonable out-of-pocket expenses of Bain and/or its affiliates, payable by the Company to Bain or its designees on a quarterly basis in advance commencing as of the date hereof.

4. Transaction Fees.

(a) The Company hereby agrees to pay to Bain or its designees on the
Closing Date a fee for services rendered in connection with the structuring
of the financing for the transactions contemplated by the Merger Agreement
and certain other management services. Such fees shall be payable to Bain
or its designees by wire transfer in an amount not to exceed 1.67% of the
aggregate value of the financing for the transactions contemplated by the
Merger Agreement ("Closing Fee") plus reasonable out-of-pocket expenses
(with it being understood that 40% of any Closing Fee actually paid shall
be directed by Bain to be paid by the Company to The Bear Stearns Companies
Inc. or its Affiliates pursuant to the terms of the Bear Stearns Advisory
Agreement, dated as of the date hereof).

(b) In addition, during the term of this Agreement, the Co
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