EXHIBIT 10.22
AGREEMENT FOR MANAGEMENT ADVISORY,
STRATEGIC PLANNING AND
CONSULTING SERVICES
THIS AGREEMENT is made effective as of the 20th day of December, 1999
(the "Effective Date"), by and between Investcorp International Inc., a Delaware
corporation ("III"), and IWO Holdings, Inc., a Delaware corporation ("IWO").
WHEREAS, III, by and through its officers, employees, agents and
affiliates has developed in connection with the conduct of its business and
affairs various areas of expertise in the fields of management, finance,
marketing, and strategic planning; and
WHEREAS, IWO desires to avail itself of the expertise of III in those
areas hereinabove enumerated and in which III is acknowledged to have expertise,
for a period of five (5) years from the Effective Date, said 5-year period being
referred to as the "Term";
NOW, THEREFORE, the parties do hereby agree as follows:
1. Appointment. IWO hereby appoints III to render management
-----------
advisory, strategic planning and consulting services to IWO on an exclusive
basis during the Term as herein contemplated.
2. III. During the Term, III shall render to IWO, by and through
---
such of its officers, employees, agents and affiliates as III, in its sole
discretion, shall designate from time to time, management advisory, strategic
planning and consulting services. Said services shall consist of advice
concerning management, finance, marketing, strategic planning, and such other
services as shall be requested from time to time by the Board of Directors of
IWO. IWO acknowledges and agrees that the services to be provided by III
hereunder do not encompass services that would be required in connection with an
acquisition, restructuring or initial public offering by IWO, or a private sale
of the stock or assets of IWO. Should IWO desire to engage III to provide
financial advisory services in connection with any such type of transaction,
such engagement shall be subject to the negotiation of mutually acceptable fee
arrangements for such additional services, albeit the indemnification
obligations of IWO as set forth in paragraph 7 of this Agreement shall apply to
any such additional services performed by III.
3. Fees. In consideration of III's performance of the above-
----
described services, IWO shall pay to III, in cash, consulting services fees at
the rate of $1,000,000 per year for the duration of the Term (collectively, the
"Fee"). It is recognized that the services provided under this Agreement will
not be evenly distributed over time and that a significant portion of such
services will be performed early in the period of time covered by this
Agreement. It is also recognized that, subject to the terms of this Agreement,
IWO is committed to pay the full amount payable hereunder, and the Fee, once
paid, is non-refundable. The full amount of the Fee for the entire Term shall
be paid on the Effective Date.
4. Reimbursements. Within 15 calendar days of delivery of III's
--------------
invoice, IWO shall reimburse III for its actual out-of-pocket expenses incurred
in connection with the performance of services pursuant to this Agreement.
5. Default. In the event that IWO fails to pay any part of the Fee
-------
as set forth in Paragraph 3 above when and as due, and IWO does not cure such
failure prior to the 10th day of the month in which such payment is due, then
IWO shall be in default under this Agreement and III shall be entitled to
receive payment in full of the unpaid portion of the Fee upon making written
demand upon IWO for such payment. Upon delivery of such written demand, III
shall be excused from rendering any further services pursuant to this Agreement.
The aforesaid right and privilege of III to withhold services is intended to be
in addition to any and all other remedies available because of IWO's default,
including III's right to payment of all fees set forth herein. Further, in the
event of a default by IWO, IWO agrees to reimburse III for any and all costs and
expenses incurred by III, including, without limitation, reasonable counsel fees
and expenses, in connection with such default and any litigation or other
proceedings instituted for the collection of payments due hereunder.
6. Permissible Activities. Nothing herein shall in any way preclude
----------------------
III from engaging in any business activities or from performing services for its
own account or for the account of others.
7. Indemnification. IWO shall indemnify and hold harmless III and
---------------
its directors, officers, employees, agents and controlling persons (each being
an "Indemnified Party") from and against any and all losses, claims, damages and
liabilities, joint or several, to which such Indemnified Party may become
subject under any applicable federal or state law, or otherwise, relating to or
arising out of the management, strategic planning and consulting services
contemplated by, this Agreement. IWO shall reimburse any Indemnified Party for
2
all costs and expenses (including reasonable counsel fees and expenses) incurred
in connection with the investigation of, preparation for or defense of any
pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party. IWO shall not be liable under
the foregoing indemnification provision to the extent that any loss, claim,
damage, liability or expense is found in a final judgment by a court of
competent jurisdiction to have resulted primarily from the bad faith or gross
negligence of III.
8. Amendments. No amendment or waiver of any provision of this
----------
Agreement, or consent to any departure by either party from any such provision,
shall in any event be effective unless the same shall be in writing and signed
by the parties to this Agreement and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.
9. Notices. Any and all notices hereunder shall, in the absence of
-------
receipted hand delivery, be deemed duly given when mailed, if the same shall be
sent by registered or certified mail, return receipt requested, and the mailing
date shall be deemed the date from which all time periods pertaining to a date
of notice shall run. Notices shall be addressed to the parties at the following
addresses:
If to III, to:
Investcorp International Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to:
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
If to IWO, to:
IWO Holdings, Inc.
c/o Gibson, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
3
10. Entire Agreement. This Agreement shall constitute the entire
----------------
agreement between the parties with respect to the subject matter hereof, and
shall supersede all previous oral and written (and all contemporaneous oral)
negotiations, commitments, agreements and understandings relating hereto.
11. Assignment. This Agreement shall be assignable by either party
----------
hereto provided that the non-assigning party consents in writing to such
assignment.
12. Applicable Law. This Agreement shall be construed and enforced
--------------
in accordance with the laws of Delaware (without regard to the conflicts of laws
provisions thereof or of any other jurisdiction) and shall inure to the benefit
of, and be binding upon, III and IWO and their respective successors and
assigns.
13. No Continuing Waiver. The waiver by any party of any breach of
--------------------
this Agreement shall not operate or be construed to be a waiver of any
subsequent breach.
14. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.
4
IN WITNESS WHEREOF, each of the parties has caused this Agreement for
Management Advisory, Strategic Planning and Consulting Services to be executed
and delivered by its duly authorized officer or agent as set forth below.
INVESTCORP INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
IWO HOLDINGS, INC.
By: /s/ ▇. ▇. ▇▇▇▇ III
_____________________________
Name: ▇.▇. ▇▇▇▇ III
Title: Secretary
5