EXHIBIT 10.13
MJD COMMUNICATIONS, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
as of July 31, 1997
▇▇▇▇▇ & Company, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
Ladies and Gentlemen:
MJD Communications, Inc., a Delaware corporation (the "Company"),
hereby agrees to retain you, ▇▇▇▇▇ & Company, L.P., a Delaware limited
partnership ("▇▇▇▇▇"), to provide consulting and advisory services to the
Company commencing on the date hereof for a term ending on December 31, 2007,
and extending automatically for one year as of each January 1 thereafter,
unless, within 30 days prior to any such January 1, written notice of
termination is delivered by either party to the other. 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 ▇▇▇▇▇ an annual advisory fee of $50,000, payable quarterly in advance on
or before January 1, April 1, July 1, and October 1 of each year. The $12,500
payment with respect to the period from July 1, 1997 through September 30, 1997
will be paid on the date hereof. If ▇▇▇▇▇ 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 ▇▇▇▇▇ will negotiate
in good faith to effect a mutually acceptable increase to such advisory fee. The
Company will also reimburse ▇▇▇▇▇ promptly for ▇▇▇▇▇'▇ reasonable out-of-pocket
costs and expenses incurred in connection with the performance of ▇▇▇▇▇'▇ duties
hereunder.
The Company represents and warrants to ▇▇▇▇▇ that the services to be
rendered hereunder by ▇▇▇▇▇ will be reimburseable expenses under the management
services agreements between the Company and its direct subsidiaries, including,
but not limited to, the Management Services Agreement (the "Management Services
Agreement"), made as of July 31, 1997, by and between the Company and MJD
Holdings Corp. ("Holdings"), and that no provision of the Management Services
Agreement affecting ▇▇▇▇▇'▇ right to payment hereunder will be amended, waived
or terminated by either the Company or Holdings without the prior written
consent of ▇▇▇▇▇.
In the event the Company is not permitted to pay any amounts due
hereunder to ▇▇▇▇▇ by any debt instruments or agreements, including any
amendment, renewal, extension, substitution, refinancing, replacement or other
modification thereof ("Financing Documents") entered into by the Company or any
of its subsidiaries, the Company shall pay such deferred amounts together with
8% annual interest thereon as soon as such payment is permissible under such
Financing Documents.
The Company will indemnify ▇▇▇▇▇ and its affiliates, and their
respective officers, directors, employees, agents, partners, managers, members,
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
preparation for any such pending or threatened claims and any litigation or
other proceedings arising therefrom) arising out of any services rendered by
▇▇▇▇▇ hereunder, provided, however, there shall be excluded from such
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indemnification any such claim, loss or expense that is based upon any action or
failure to act by ▇▇▇▇▇ that is found in a final judicial determination to
constitute gross negligence or intentional misconduct on ▇▇▇▇▇'▇ part. The
Company will advance costs and expenses, including attorney's fees, incurred by
any such indemnitee in defending any such claim in advance of the final
disposition of such claim upon receipt of an undertaking by or on behalf of such
indemnitee to repay amounts so advanced if it shall ultimately be determined
that such indemnitee is not entitled to be indemnified by the Company pursuant
to this Agreement.
The Company's obligations set forth in this Agreement shall survive
the termination of ▇▇▇▇▇'▇ services pursuant to paragraph one.
This agreement shall be governed by the laws of the State of New York.
If you are in agreement with the foregoing, kindly so indicate by
signing a counterpart of this letter, whereupon it will become a binding
agreement between us.
Very truly yours,
MJD COMMUNICATIONS, INC.
By:
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Name:
Title:
Agreed and accepted as of
July 31, 1997.
▇▇▇▇▇ & COMPANY, L.P.
By: ▇▇▇▇▇ & Companies, Inc.,
its general partner
By:
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Name:
Title:
Acknowledged as of
July 31, 1997.
MJD HOLDINGS CORP.
By:
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Name:
Title:
EXHIBIT 10.13
MJD COMMUNICATIONS, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
as of July 31, 1997
Carousel Capital Company, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, III
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Ladies and Gentlemen:
MJD Communications, Inc., a Delaware corporation (the "Company"),
hereby agrees to retain you, Carousel Capital Company, L.L.C., a North Carolina
limited liability company ("Carousel"), to provide consulting and advisory
services to the Company commencing on the date hereof for a term ending on
December 31, 2007, and extending automatically for one year as of each January 1
thereafter, unless, within 30 days prior to any such January 1, written notice
of termination is delivered by either party to the other. 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 Carousel an annual advisory fee of $50,000, payable quarterly in
advance on or
before January 1, April 1, July 1, and October 1 of each year. The $12,500
payment with respect to the period for July 1, 1997 through September 31, 1997
will be paid on the date hereof. If Carousel 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 Carousel will negotiate in good faith to effect a mutually
acceptable increase to such advisory fee. The Company will also reimburse
Carousel promptly for Carousel's reasonable out-of-pocket costs and expenses
incurred in connection with the performance of Carousel's duties hereunder.
The Company represents and warrants to Carousel that the services to
be rendered hereunder by Carousel will be reimburseable expenses under the
management services agreements between the Company and its direct subsidiaries,
including, but not limited to, the Management Services Agreement (the
"Management Services Agreement"), made as of July 31, 1997, by and between the
Company and MJD Holdings Corp. ("Holdings"), and that no provision of the
Management Services Agreement affecting Carousel's right to payment hereunder
will be amended, waived or terminated by either the Company or Holdings without
the prior written consent of Carousel.
In the event the Company is not permitted to pay any amounts due
hereunder to Carousel by any debt instruments or agreements, including any
amendment, renewal, extension, substitution, refinancing, replacement or other
modification thereof ("Financing Documents") entered into by the Company or any
of its subsidiaries, the Company shall pay such deferred amounts together with
8% annual interest thereon as soon as such payment is permissible under such
Financing Documents.
The Company will indemnify Carousel and its affiliates, and their
respective officers, directors, employees, agents, partners, managers, members,
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
preparation for any such pending or threatened claims and any litigation or
other proceedings arising therefrom) arising out of any services rendered by
Carousel hereunder, provided, however, there shall be excluded from such
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indemnification any such claim, loss or expense that is based upon any action or
failure to act by Carousel that is found in a final judicial determination to
constitute gross negligence or intentional misconduct on Carousel's part. The
Company will advance costs and expenses, including attorney's fees, incurred by
any
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such indemnitee in defending any such claim in advance of the final disposition
of such claim upon receipt of an undertaking by or on behalf of such indemnitee
to repay amounts so advanced if it shall ultimately be determined that such
indemnitee is not entitled to be indemnified by the Company pursuant to this
Agreement.
The Company's obligations set forth in this Agreement shall survive
the termination of Carousel's services pursuant to paragraph one.
This agreement shall be governed by the laws of the State of New York.
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If you are in agreement with the foregoing, kindly so indicate by
signing a counterpart of this letter, whereupon it will become a binding
agreement between us.
Very truly yours,
MJD COMMUNICATIONS, INC.
By:
------------------------------
Name:
Title:
Agreed and accepted as of
July 31, 1997.
CAROUSEL CAPITAL COMPANY, L.L.C.
By:
----------------------------
Name:
Title:
Acknowledged as of
July 31, 1997.
MJD HOLDINGS CORP.
By:
-----------------------------
Name:
Title:
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