10.1
Agreement made this 13th day of November, 2002, by and among Wilmington
Trust Company (the "Trustee"), a Delaware banking corporation, located at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as Trustee of AIRFUND II
International Limited Partnership Liquidating Trust (the "Trust") and Equis
Corporation (the "Manager" or "Equis").
WHEREAS, the Trustee has been appointed to act as Liquidating Trustee of
the Trust, pursuant to a "Revised Stipulation of Settlement" dated January 29,
2002, and amended June 11, 2002 (the "Settlement"), which Settlement was
approved by the United States District Court for the Southern District of
Florida (the "Court") in a case entitled ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ et al. vs. Equis
Financial Group Limited Partnership et al. in a Final Judgment and Order (the
"Order") entered June 18, 2002; and
WHEREAS, the Trust and the Trustee have entered into a Liquidating Trust
Agreement dated as of July 18, 2002 (the "Liquidating Trust Agreement"); and
WHEREAS, the Trustee has been authorized, pursuant to the Order and the
Liquidating Trust Agreement to employ or contract with such persons as the
Trustee may deem necessary, including a Manager to carry out the purposes of the
Trust which Manager may include Equis Financial Group and its affiliates; and
WHEREAS, the Trustee wishes to employ Equis Corporation to act, as Manager
of the Trust;
NOW THEREFORE, for good and valuable consideration and subject to the terms
and provisions set forth below, the Trustee and Equis agree to the following
terms and conditions:
1. The Trustee hereby appoints Equis to act as Manager of the Trust and to
continue to perform the management, administrative, accounting and advisory
services as may be requested by the Trustee and as were previously rendered by
Equis and its affiliates on behalf of the Partnership to which the Trust is
acting as Successor and the Manager agrees to perform such services for the
Trust;
2. In connection with such services, Equis agrees to make available the
services of
▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer to act as the Trust's Chief Executive
Officer and by signing below, ▇▇▇▇ ▇. ▇▇▇▇▇ agrees so to act.
3. In connection with such services, Equis agrees to make available the
services of
▇▇▇▇▇ ▇. ▇▇▇▇▇, its Corporate Vice President to act as the Trust's Chief
Financial Officer and by signing below, ▇▇▇▇▇ ▇. ▇▇▇▇▇ agrees so to act.
4. The Manager, including ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall provide
only such services as are requested by the Trustee.
5. In connection with such services as are requested by the Trustee, the
Trust shall pay the Manager on the same basis as the Trust's predecessor
partnership paid the Manager and its affiliates.
6. This Agreement is terminable at will by either party.
7. Unless otherwise agreed, all notices, instructions and other
communications required or permitted to be given hereunder or necessary or
convenient in connection herewith shall be in writing and shall be deemed to
have been duly given if delivered by hand, by telecopier (with receipt
confirmed, which confirmation may be mechanical) or by reputable overnight
courier, charges prepaid, addressed as follows:
If to Trustee:
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
with a copy to:
Putney ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
If to Manager:
c/o Nixon ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
8. This Agreement and the agreements specifically referred to herein and
therein constitute the entire agreement among the parties hereto, and supersede
all prior agreements and understandings, oral or written, among the parties
hereto with respect to the subject matter hereof or thereof.
9. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
day and year first above written.
EQUIS CORPORATION
By:
▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer
AIRFUND II International Limited Partnership Liquidating Trust
By: WILMINGTON TRUST COMPANY,
Trustee
By:
Name:
Title:
AGREED TO WITH RESPECT
TO PARAGRAPH 2:
______________________________
▇▇▇▇ ▇. ▇▇▇▇▇
AGREED TO WITH RESPECT
TO PARAGRAPH 3:
______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
H:\WMP\Wilmington\Equis-Engagement letter.doc