Sample Business Contracts

Advisory Agreement - Patriarch Partners Management Group LLC, Xinhua Finance Ltd. and Xinhua Finance Media Ltd.

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                        227 WEST TRADE STREET, SUITE 1400
                         CHARLOTTE, NORTH CAROLINA 28202

April 18, 2006


Mr. Gordon Lau
Chief Financial Officer
Xinhua Finance Limited

Unit 3905-3909
1 Grand Gateway
Shanghai PRC 200030


Dear Gordon:

We are pleased to confirm the arrangements under which Patriarch Partners
Management Group, LLC ("Patriarch") is engaged by Xinhua Finance Limited ("XFL"
and Xinhua Finance Media Limited ("XFM", and together with XFL, the "Company")
to act as its advisor in connection with the potential acquisition(s) of such
companies as previously identified by the Company or its advisors or which
become known to XFL over the course of Patriarch's engagement (the "Acquisition
Targets"). An "Acquisition Transaction" shall be defined as the direct or
indirect acquisition of a majority of the stock or assets of an Acquisition
Target, acquisition of securities or assets, exchange of assets, or acquisition
of control of the Board of Directors of an Acquisition Target. The terms of this
relationship are as follows:

1.   ADVISORY SERVICES. During the term of its engagement hereunder, Patriarch
     will consult with the Company and provide the Company with strategic and
     financial advice and assistance in connection with the proposed Acquisition
     Transaction(s), such services to commence on the date hereof and end on the
     first anniversary of the date hereof, unless earlier terminated as provided
     herein (the "Advisory Period"). The Advisory Period may be renewed for
     additional periods of one year with the mutual consent of Patriarch and the
     Company. Patriarch and the Company agree that Patriarch has previously
     provided strategic and financial advice and assistance to the Company in
     proposed Acquisition Transactions that are currently being considered and
     are likely to be completed by the Company within the next three months, and
     that the Company desires Patriarch to continue to provide such advice and
     assistance as the Company completes such proposed Acquisition Transactions.

     In connection with the proposed Acquisition Transaction(s), Patriarch will,
     and will continue to, provide the Company with strategic and financial
     advice and assistance as reasonably requested, including: (i) assisting in
     formulating a strategy; (ii) performing valuation analyses; (iii) assisting
     in structuring, planning, and negotiating the Acquisition Transaction(s);
     and (iv) providing strategic and tactical advice throughout the execution
     of the merger/acquisition process. As compensation for these services,
     Patriarch shall be paid such fees as described below.


2.   COMPENSATION. As compensation for the services provided hereunder
     (including, without limitation, services provided to the Company by
     Patriarch prior to the date hereof in connection with the proposed
     Acquisition Transactions), the Company agrees to pay Patriarch a success
     fee for each completed Acquisition Transaction in an amount to be mutually
     agreed upon by Patriarch and the Company, provided that the maximum amount
     to be paid pursuant to this Agreement shall be $5,000,000. The Company
     shall, upon execution of this Agreement, pay an amount of $1,500,000 as a
     prepayment which shall be credited against any success fees payable
     pursuant to this Agreement.

3.   OTHER MATTERS. In connection with Patriarch's activities on the Company's
     behalf pursuant to this Agreement, the Company will cooperate with
     Patriarch and will furnish Patriarch with all information and data
     concerning the Company which Patriarch deems appropriate and will provide
     Patriarch with reasonable access to the Company's officers, directors,
     employees, independent accountants and legal counsel. The Company
     represents and warrants to Patriarch that any information heretofore and
     hereafter furnished to Patriarch will be true and correct in all material
     respects and does not and will not omit any material fact required to make
     such information provided to Patriarch not misleading. The Company further
     represents and warrants that any projections or other information provided
     by it to Patriarch will have been prepared in good faith and will be based
     upon assumptions which, in light of the circumstances under which they are
     made, are reasonable. The Company agrees to notify Patriarch promptly of
     any material change in the business or the financial condition of the
     Company during the course of Patriarch's engagement that may require an
     amendment or supplement to any of the information provided to Patriarch so
     that such information will not be misleading in any material respect or
     omit to state any material fact that is required to be stated or that is
     necessary in order to make any such information not misleading given the
     occurrence of any such change.

     The Company recognizes and confirms that in advising the Company and in
     completing its engagement hereunder, Patriarch will be using and relying on
     data, material and other information furnished to Patriarch by the Company
     and other parties. It is understood that in performing under this letter
     Patriarch may rely upon any information so supplied without independent
     verification and that Patriarch shall not have any responsibility for such
     independent verification and Patriarch shall not assume any responsibility
     for the accuracy or completeness of such information. Patriarch agrees that
     it will keep confidential and not disclose or permit its employees or
     representatives to disclose information received from the Company (other
     than to Patriarch employees or representatives involved in the performance
     of services hereunder or otherwise on a need-to-know basis) except as
     contemplated in this Agreement, as may be specifically authorized by the
     Company in connection with Patriarch's performance of services hereunder,
     or as such disclosure may be required by law. If Patriarch is requested or
     required by law to disclose any such information, Patriarch shall promptly
     notify the Company and use commercially reasonable efforts to cooperate
     with the Company so that the Company may seek a protective order or other
     appropriate remedy. In the event that any such protective order or other
     remedy is not obtained, Patriarch will furnish only that portion of such
     information that it is advised by counsel that is legally required and will
     use commercially reasonable efforts to cooperate with efforts by the
     Company to obtain reasonable assurance that confidential treatment will be
     accorded such information.


     The Company acknowledges that all advice given by Patriarch in connection
     with its engagement hereunder is intended solely for the benefit and use of
     the Board of Directors and senior management of XFL. Except as may be
     required by applicable law, the Company agrees that no such advice shall be
     used for any other purpose or be reproduced, disseminated, quoted or
     referred to at any time, in any manner or for any purpose, nor shall any
     public references to Patriarch be made by or on behalf of the Company, in
     each case without Patriarch's prior written consent. Patriarch will
     cooperate with the Company in connection with any disclosure of such
     matters as may be required by federal securities laws.

     The Company recognizes that Patriarch has been retained only by the Company
     and that its engagement is not deemed to be on behalf of, and is not
     intended to confer any rights or bestow the status of third-party
     beneficiary upon, any shareholder or employee of the Company, or any other
     person not a party hereto as against Patriarch or any of its affiliates,
     their respective limited and general partners, directors, officers, agents
     and employees or each other person, if any, controlling Patriarch or any of
     its affiliates. Unless otherwise expressly stated in writing by Patriarch,
     no advice or opinions rendered to the Board of Directors or management of
     the Company during the course of the engagement hereunder shall constitute
     a recommendation to any other party and no one other than the Company, its
     directors and its senior management, is authorized to rely upon the
     engagement of Patriarch or any statements or conduct by Patriarch.
     Moreover, it is acknowledged that the relationship of Patriarch to the
     Company is that of an independent contractor, that the obligations and
     responsibilities of Patriarch to the Company are limited to those
     specifically set forth herein, and that Patriarch, by entering into this
     Agreement and satisfying its obligations hereunder, does not assume any
     fiduciary duties with respect to the Company, its Board of Directors, its
     management, its employees or its shareholders. All decisions made with
     respect to the subject matter herein described, whether or not consistent
     with advice rendered by Patriarch, shall be those of the Board of Directors
     or management of the Company, as the case may be. Further, it is understood
     that Patriarch is not undertaking to provide any legal, accounting, or tax
     advice in connection to its engagement hereunder and the Company shall rely
     on its own experts therefore.

     The Company shall reimburse, indemnify, defend and hold harmless Patriarch
     from any and all expenses, losses, damages, liabilities, demands, charges
     and claims (including, but not limited to, claims from any potential
     investor in any proposed Acquisition Transaction) of any nature whatsoever
     (including reasonable attorneys' fees and expenses), arising out of or in
     connection with any acts or omissions of Patriarch made in good faith and
     in the performance of the duties of Patriarch under this Agreement, except
     to the extent resulting from Patriarch's acts or omissions constituting
     fraud, bad faith, willful misconduct, gross negligence or breach of
     fiduciary duty in the performance, or reckless disregard, of its duties
     under this Agreement.

     The services of Patriarch to the Company are not to be deemed exclusive and
     Patriarch shall be free to render consulting, advisory or other services of
     any kind to others (including without limitation affiliates, investment
     companies and clients having objectives substantially identical to those of
     the Company). It is understood and agreed that the members, directors,
     stockholders, partners, employees, officers and managers of Patriarch may
     engage in any other business activity or render services to any other
     person or entity or serve as partners, owners, officers, directors,
     consultants and advisers or managers of any other firm or company.

     The Company acknowledges that potential and actual conflicts of interest
     may arise from the overall advisory, investment and other activities of
     Patriarch and its affiliates,


     managers, directors, officers, stockholders, members, agents, advisors,
     partners and employees (collectively, "Related Parties") and their
     respective clients. In particular, certain Related Parties own an interest
     in the Company, and certain other Related Parties own an interest in a
     subsidiary of the Company. Patriarch and its Related Parties may invest for
     their own accounts or on behalf of other clients (including clients with
     business objectives and structures and loans identical to the Company) in
     securities, obligations, loans or other assets that would be appropriate as
     investments for the Company. Patriarch and its Related Parties may have, or
     advise clients with, ongoing relationships the Company or its affiliates.
     Patriarch and its Related Parties may at certain times be simultaneously
     seeking to purchase and/or sell investments in the Company. Notwithstanding
     any other provision herein to the contrary, Patriarch and its Affiliates
     may act as a consultant or collateral manager or an agent for lenders under
     any loan facility (or hold any other similar role) in connection with any
     debt or equity instruments issued by the Company.

     If Patriarch determines that it or any of its Affiliates have a material
     conflict of interest between any account or portfolio for which Patriarch
     or any of its Affiliates is serving as investment advisor that relates to
     any action to be taken with respect to any proposed Acquisition
     Transaction, then Patriarch will perform its obligations with respect to
     any such conflict in accordance with the care, skill, prudence and
     diligence that a prudent person acting in a like capacity and familiar with
     such matters would use in the resolution of such conflict.

     This Agreement shall be governed by the laws of the State of New York,
     without regard to such state's rules concerning conflicts of laws. All
     controversies arising from or related to performance under this Agreement
     shall be adjudicated in State or Federal court within the State of New

     Each of the parties hereto represents that it has all requisite power and
     authority to enter into this Agreement and that this Agreement has been
     duly and validly authorized by all necessary action on its part, has been
     duly executed and delivered by such party and constitutes a legal, valid
     and binding agreement of such party, enforceable in accordance with its

     If any term, provision, covenant or restriction contained in this Agreement
     is held by a court of competent jurisdiction or other authority to be
     invalid, void, unenforceable or against its regulatory policy, the
     remainder of the terms, provisions, covenants and restrictions contained in
     this Agreement shall remain in full force and effect and shall in no way be
     affected, impaired or invalidated.

     This Agreement may be executed in any number of counterparts, each of which
     shall be an original, but all of which shall constitute one instrument.

                                      * * *


If the terms of our relationship as set forth in this Agreement are
satisfactory, kindly sign the enclosed copy of this Agreement and return them to
Patriarch. We look forward to working with XFL.

                                        Very truly yours,

                                        PATRIARCH PARTNERS
                                        MANAGEMENT GROUP, LLC


Accepted and Agreed to:


By: /s/ Gordon Lau
    Gordon Lau
    Chief Financial Officer


By: /s/ Fredy Bush