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Advisory Agreement

This is an actual contract by Therma-Wave.

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Sectors: Electronics and Miscellaneous Technology
Governing Law: New York, View New York State Laws
Effective Date: May 16, 1997
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Exhibit 10.15


THIS ADVISORY AGREEMENT (this "Agreement") is made and entered into as of May 16, 1997, by and between Therma Wave, Inc., a Delaware corporation (the "Company"), and Bain Capital, Inc., a Delaware corporation ("Bain").

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 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.

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 agreements;

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

(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 incurred in connection with the performance of services pursuant to this Agreement shall be $1,000,000 per calendar year to Bain plus reasonable out-of-pocket expenses of Bain, payable by the Company on a quarterly

basis in advance commencing July 1, 1997. If any time when a payment is due under this Agreement the Company (i) does not have sufficient cash to make such payment or (ii) is prohibited from making such payment pursuant to the terms of the Company's loan agreement, part or all of such payment shall be deferred. Any amount so deferred shall be added to the amount due under this Agreement in the quarter following the quarter in which the amount was deferred.

4. Closing Fees. During the term of this Agreement, Bain shall be entitled to receive from the Company a transaction fee in connection with the consummation of each acquisition by the Company of an additional business in an amount equal to 1% of the aggregate transaction value of such acquisition, including assumed debt or debt for which an acquired entity is liable (each such payment, a "Transaction Fee"). In addition, upon the consummation of the transactions contemplated b
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