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Sectors: Computer Software and Services, Internet
Governing Law: New York, View New York State Laws
Effective Date: April 30, 1996
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Exhibit 10.8


1465 Northside Drive

Atlanta, Georgia 30318

as of April 30, 1996

Kelso & Company, L.P. 320 Park Avenue New York, New York 10022

Attention: Mr. Frank T. Nickell

Ladies and Gentlemen:

IXL Holdings, Inc. (the "Company"), hereby agrees to retain you, Kelso & Company, L.P. ("Kelso"), to provide consulting and advisory services to the Company commencing on the date hereof for a term ending on the date on which Kelso and its affiliates cease to own any equity securities 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, and (iii) providing such other consulting and advisory services as the Company may reasonably request.

In consideration of providing the foregoing services, the Company will pay to Kelso an annual advisory fee of $15,000, payable in advance on January 1 of each year. The first payment will be due on the first day of the first full calendar quarter following the closing under the Exchange Agreement, dated as of April 30, 1996, among the Company, William Stephen Floyd, Richard Nailling, Theresa B. Joel and Richard D. Bowman and will be a pro rated amount equal to the product of (a) $15,000 and (b) the quotient of the number of days remaining in 1996 from such closing over 365. If Kelso or any of its affiliates or designees invests additional equity in the Company or any of its affiliates on one or more occasions after the date hereof, then, in each such case, the Company and Kelso will negotiate in good faith to effect a mutually acceptable increase to such

advisory fee. The Company will also reimburse Kelso promptly for Kelso's reasonable out-of-pocket costs and expenses incurred in connection with the performance of Kelso's duties hereunder.

The Company will indemnify Kelso and its affiliates, and their respective officers, directors, partners, employees, agents and control persons (as such term is used in the Securities Act of 1933, as amended, and the rules and regulations thereunder) to the full extent lawful against any and all claims, losses and expenses as incurred (including all reasonable fees and disbursements of any such indemnitee's counsel and other out-of-pocket expenses incurred in connection with the investigation of and prepa
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