Sample Business Contracts

Advisory Services Agreement - EZCORP Inc. and Madison Park LLC

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                              MADISON PARK, L.L.C.
                                30 East 71st #1A
                               New York, NY 10021
                                 (212) 717-0520
                                 (212) 717-4263

                              as of October 1, 2004


1901 Capital Parkway
Austin, TX 78746


The purpose of this letter is to set forth the agreement and understanding as of
October 1, 2004 between EZCORP, Inc. ("EZCORP") and Madison Park, L.L.C.
("Madison Park") regarding advisory services to be rendered by Madison Park to
EZCORP (the "Agreement").

         1. EZCORP hereby engages Madison Park to provide the advisory services
         related to EZCORP's current and on-going business as well as its
         FY05-FY07 long term strategic plan, as modified by EZCORP from time to
         time. The Exhibit "A" attached hereto and incorporated herein more
         fully describes the advisory services.

         2. Madison Park hereby accepts the engagement described in paragraph 1
         above. As compensation for its services, EZCORP shall pay Madison Park
         an annual retainer fee, payable in monthly installments (the
         "Retainer"). The Retainer shall be $1,200,000 per annum.

         3. The term of Madison Park's engagement shall extend from October 1,
         2004 through September 30, 2007. The Agreement shall terminate on
         September 30, 2007 unless terminated earlier as provided for herein.
         Paragraph 5. herein shall survive any termination or expiration of this

         4. EZCORP shall reimburse Madison Park for its out-of-pocket travel and
         entertainment expenses incurred in order to render the services
         contemplated to be provided by Madison Park pursuant to this Agreement.
         Any other expenses must be agreed to by EZCORP in advance. The expenses
         shall be documented in a similar manner applicable to EZCORP's
         executive officers and paid by EZCORP within 30 days after receipt by
         EZCORP of a detailed invoice including supporting documentation.

         5. EZCORP, in its sole discretion, may terminate this Agreement with or
         without cause upon 10 days written notice to Madison Park. Madison Park
         may terminate this Agreement as follows: (1) upon 90 days advance
         written notice to EZCORP, on September 30 of any year during the term
         of this Agreement; or (2) for cause. In the event of termination,
         EZCORP may offset any sum due or that becomes due under this Agreement
         against any monies due EZCORP from Madison Park.

         6. (a) EZCORP agrees to indemnify and hold harmless Madison Park, its
         affiliates, the respective officers, directors, employees, consultants,
         associates and agents of Madison Park and its


         affiliates, and any person controlling Madison Park or any of its
         affiliates within the meaning of either Sections 15 of the Securities
         Act of 1933 or Sections 9 of the Securities Exchange Act of 1934
         (Madison Park, its affiliates and any such person being referred to
         herein as an "indemnified person") in connection with this engagement
         from and against all claims, costs, expenses, liabilities, losses and
         damages (or actions in respect thereof) related to or arising out of
         this engagement or Madison Park's connection therewith; provided,
         however, that EZCORP shall not be responsible for any claims, costs,
         expenses, liabilities, losses or damages of an indemnified person to
         the extent that it is finally determined by a court or other tribunal
         of competent jurisdiction that they resulted primarily from actions
         taken or omitted to be taken by such indemnified person due to such
         indemnified person's recklessness, willful misconduct or bad faith or
         that they arose primarily out of or were based primarily upon any
         untrue statement or omission made (i) in any document or writing in
         reliance upon and in conformity with information furnished to EZCORP by
         such indemnified person for use in such document or writing or (ii) in
         any document in connection with the engagement without the prior
         approval of EZCORP.

            (b) If any action or proceeding, including, but not limited to, any
         governmental investigation, shall be brought or asserted against an
         indemnified person in respect of which indemnity shall be sought from
         EZCORP, such indemnified person shall notify EZCORP in writing within
         five days of indemnified person's knowledge of such claim, action or
         proceedings, and EZCORP shall assume the defense thereof, including,
         but not limited to, the employment of counsel reasonably satisfactory
         to such indemnified person and the payment of all fees and
         disbursements of such counsel and all other expenses related to such
         actions or proceeding. Such indemnified person shall have the right to
         employ separate counsel in any such action or proceeding to participate
         in defense thereof, but the fees and expenses of such separate counsel
         shall be at the expense of such indemnified person unless (i) EZCORP
         has agreed to pay such fees and expenses or (ii) EZCORP shall have
         failed to timely assume the defense of such actions or proceeding, to
         employ counsel reasonably satisfactory to such indemnified person in
         any such action or proceeding and if requested by such indemnified
         person, to confirm in writing that it is obligated to indemnify such
         indemnified person against all claims, costs, expenses, liabilities,
         losses and damages related to or arising out of such action or
         proceeding in accordance with this agreement or (iii) counsel shall
         determine that there is or could reasonably be expected to be a
         conflict of interest by reason of having common counsel in any action
         or proceeding, in which case, if such indemnified person notifies
         EZCORP in writing that it elects to employ separate counsel at the
         expense of EZCORP, EZCORP shall not have the right to assume the
         defense of such action or proceeding on behalf of any such indemnified
         person, it being understood, however, that EZCORP shall not, in
         connection with any one such action or proceeding or separate but
         substantially similar or related actions or proceedings in the same
         jurisdiction arising out of the same general allegations or
         circumstances, be liable for the reasonable fees and expenses of more
         than one separate firm of attorneys (together with appropriate local
         counsel) at any time for such indemnified person, which firm shall be
         designated in writing by such indemnified person. EZCORP shall not be
         liable for any settlement of any such action or proceeding effected
         without EZCORP's written consent, which should not be unreasonably
         withheld. If settled with EZCORP's prior written consent or if there be
         a final and nonappealable judgment for the plaintiff in any such action
         or proceeding, EZCORP agrees to indemnify and hold harmless such
         indemnified person from and against any loss or liability to the extent
         stated above by reason of such settlement or judgment.

            (c) If for any reason the indemnification provided herein is
         unavailable to an indemnified person under paragraph 5(b) above in
         respect of any claims, costs, expenses, liabilities, losses or damages
         referred to therein or if such indemnification shall be insufficient to
         hold such indemnified person harmless from all such claims, costs,
         expenses, liabilities, losses or damages, then EZCORP, in lieu of
         indemnifying such indemnified person shall contribute to the amount
         paid or payable by such indemnified person as a result of such claims,
         costs, expenses, liabilities, losses or damages, (i) in such proportion
         as is appropriate to reflect the relative benefits received by EZCORP
         on the one hand and such indemnified person on the other hand or (ii)
         if the


         allocation provided by clause (i) above is not permitted by applicable
         law, in such proportion as is appropriate to reflect not only the
         relative benefits referred to in clause (i) but also the relative fault
         of EZCORP, on the one hand, and such indemnified person, on the other,
         as well as any other relevant equitable consideration. The amount paid
         or payable by a party as a result of the claims, costs, expenses,
         liabilities, losses or damages, referred to above shall be deemed to
         include, subject to the limitations set forth in paragraph 5(b) any
         legal or other fees or expenses reasonably incurred by such party in
         connection with investigating or defending any action or claim.
         Notwithstanding the provisions herein, Madison Park shall not be
         required to contribute any amount in excess of the amount of fees
         received by Madison Park under this Agreement

         7. The terms of this Agreement and the advice provided under this
         Agreement shall not be disclosed to any party without the express
         written consent of Madison Park, except (i) any EZCORP regulatory
         filing, (ii) a court proceeding, or (iii) as required by law.

         8. This Agreement shall be governed by the laws of the State of New

                                    * * * * *

If the foregoing correctly sets forth the understanding and agreement between
Madison Park and EZCORP, please so indicate in the space provided below for this
purpose, whereupon this letter shall constitute a binding agreement.

                                            MADISON PARK, L.L.C.

                                            By:      Virginia D. Dodson
                                            Title:   Vice President

AGREED AND ACCEPTED ON THIS DAY OF _____________, 2004 and effective as of
October 1, 2004.


By:  Joseph R. Rotunda
Title:  Chief Executive Officer and President


                          EXHIBIT A: ADVISORY SERVICES


1.       Review acquisition and divestiture plans. Make recommendations that
         strengthen acquisition and divestiture programs. Suggest other types of
         business structures (e.g., including joint ventures, partnerships,
         etc.) for acquisition targets.

2.       Review progress in achieving its acquisition and divestiture goals.

3.       Assist in identifying and screening potential acquisition targets in
         light of corporate objectives. Review and evaluate the target's
         historical and projected financial performance, including assumptions
         used in the candidate's valuation and integration.

4.       Assist in identifying relationship and operating integration risks and
         issues associated with a candidate. Assist in identifying business
         problems related to the candidate, including assumptions and strategies
         related to resolving relationship and operating risks.

5.       Review terms and conditions of an acquisition contracts and recommend
         changes to terms and conditions where considered appropriate. Assist in
         developing and formulating alternative negotiating positions.
         Facilitate or participate, as requested, in negotiations.

6.       Assist in divesting unprofitable stores or business segments. Provide
         feedback on assumptions and strategies for divestitures.


1.       Review long-term planning and annual budgeting. Recommend alternative
         courses of action and strategy to strengthen these programs.

2.       Assist in assessing operating and strategic objectives, including new
         business development and financial proforma models. Recommend
         alternatives and other strategies.

3.       Assist in identifying potential new business ventures and partners. As
         requested, assist in developing business plans and other financial
         analyses to support negotiations with new business relationships.

4.       Review external sources of information about EZCORP (e.g., industry
         reports, competitors, industry associations, financial institutions,
         internet databases, etc.). Assess strengths and weaknesses as suggested
         by external sources. Recommend alternative courses of action and
         strategies to address weaknesses.

5.       Review major business factors in the industries in which EZCORP
         operates, including trends and market growth with respect to
         competitors and the market as a whole. Recommend initiatives to
         increase market share in light of indicated trends (e.g., introduction
         of new products, services, or markets, etc.).

6.       As requested, advise as to senior management structure, compensation,
         recruitment, retention, incentives, and development.

7.       Review competitive product and service offerings. Recommend initiatives
         to strengthen the Company's product and service offerings.

                               INVESTOR RELATIONS

1.       Review current investor relations strategy, including the types of
         information furnished to the investment community. Recommend
         initiatives to improve and expand the current strategy, including
         building new relationships with the investment community and
         strengthening existing relationships.

2.       Review research analyst relationships. Recommend initiatives to
         strengthen existing analyst relationships. Assist in identifying new
         analyst relationships.

3.       Assist in developing investment communications strategy with the
         investment community including one-on-one meetings, road shows, and
         initiation of new coverage by investment banks, institutional and
         international investors.



1.       Review liquidity and access to credit, capital, and other markets.

2.       Review financial strengths and weaknessnes, including access to credit,
         capital, and other markets. Recommend initiatives that enhance
         liquidity and access to credit and capital markets.

3.       Review current relationships with commercial banks, investment banks
         and brokerage firms, and other financial institutions. Recommend
         initiatives to improve and expand these relationships and, as
         requested, assist in identifying, facilitating, structuring,
         negotiating, modifying and developing such relationships.

4.       As requested, review presentations to commercial banks, financial
         institutions, institutional investors, investment banking and brokerage
         firms. Advise as to the content of such presentations, including
         assumptions and other relevant matters.

5.       Assist in identifying new cash generation sources.

6.       Review investment management strategies. Recommend initiatives to
         strengthen investment practices and increase returns, as appropriate.

7.       Assist in identifying debt, equity and other capital market raising
         opportunities, domestic and international, including evaluating various
         alternatives. Assist in analyzing and structuring debt and equity


1.       As requested, review tax practices and policies, and assist in
         evaluating different alternatives or initiatives.

2.       As requested, assist in evaluating operating performance, including
         recommendations for improvement. Assist in evaluating future growth and
         expansion plans (including key assumptions), store model development
         and other market strategies such as site selection and requirements,
         visual marketing and store design, etc.

3.       Assist in evaluating cost structure, including service delivery costs.
         Recommend alternatives to modify business models, improve service
         capabilities and lower costs,.

4.       Periodically review financial condition and results of operations to
         evaluate strengths and weaknesses of financial performance. Recommend
         improvements to financial performance.

5.       Advise as to dividend policy and other corporate transactions,
         including stock repurchases, stock splits, recapitalizations,
         restructurings, etc.