December 1, 1995
Salant Corporation
1114 Avenue of the Americas
New York, NY 10036
Attn: Mr. Nicholas P. DiPaolo
Chairman of the Board
Ladies and Gentlemen:
The purpose of this letter is to confirm the engagement, effective October 1,
1995 (the "Effective Date"), of Lubin, Delano & Company ("LD&C") by Salant
Corporation (the "Company") to render certain financial advisory and investment
banking services to the Company.
Section 1. Prior Agreement. LD&C and the Company are parties to an agreement
dated January 2, 1994, as amended by a letter dated February 28, 1995
(collectively, the "Prior Agreement"). This letter hereby replaces the Prior
Agreement and such agreement shall be deemed null and void as of the Effective
Date.
Section 2. Services to be Rendered. LD&C will render such financial advisory and
investment banking services as may from time to time by agreed upon by LD&C and
the Company.
The Company acknowledges that all opinions and advice given by LD&C to the
Company in connection with LD&C's engagement are intended solely for the benefit
and use of the Company (including their management, directors and attorneys) and
the Company agrees that no such opinion or advice shall be used, reproduced,
disseminated, quoted or referred to at any time, in any manner or for any
purpose (other than for the Company's internal use), nor shall any public
references to LD&C be made by the Company (or such persons) without the prior
written consent of LD&C, which consent shall not be unreasonably withheld.
Section 3. Confidential Treatment. LD&C hereby agrees that any information
furnished by the Company in the course of LD&C's engagement hereunder and LD&C's
work product in connection with its engagement hereunder will be kept
confidential and will not, without the prior written consent of the Company, be
disclosed to any third party, provided, however, that (i) any such material may
be disclosed to LD&C's partners, employees and attorneys who need to know such
information in connection with LD&C's performance of services hereunder (it
being understood that such partners, employees and attorneys will be informed by
LD&C of the confidential nature of such material and that by receiving such
material they are agreeing to be bound by this Section 2 and that LD&C shall be
responsible for any breach by such person of any of the provisions hereof), and
(ii) any such material may be disclosed as may be legally required in response
to a summons or subpoena or in connection with any litigation or in order to
comply with any law, order, regulation or ruling applicable to LD&C, provided,
however, that either (a) LD&C shall give the Company at least ten days written
notice (or shorter, but prompt, notice to the extent LD&C is required to respond
to legal process in fewer than ten days) prior to any disclosure of any such
material, setting forth the reasons for the disclosure of such material and the
basis upon which such disclosure will not, in LD&C's reasonable judgement,
constitute a breach of this agreement, or (b) LD&C may make such disclosure to a
Court under seal. LD&C further agrees that in the event any disclosure of such
material is to be made by LD&C under clause (ii) above and LD&C has not made
such disclosure to a Court under seal, LD&C will not oppose any application by
the Company that the disclosure of such material be made under an appropriate
confidentiality order and seal. Subject to the foregoing, LD&C shall take all
reasonable steps to protect such material to prevent any disclosure or use
thereof except as provided by this agreement. LD&C further agrees that, upon the
Company's request, LD&C will promptly return, or destroy, any or all of such
information.
Section 4. Monthly Retainer. The Company shall pay to LD&C a monthly retainer,
payable in advance, of $8,333.33 commencing on the Effective Date.
Section 5. Expenses. In addition to any fees that may be payable to LD&C
hereunder, the Company hereby agrees, from time to time upon request, to
reimburse LD&C for all reasonable travel and other out-of-pocket expenses
incurred in connection with LD&C's engagement hereunder.
Section 6. Indemnification. The Company agrees to indemnify LD&C (and its
partners, agents and employees) as described in the letter agreement between
LD&C and the Company dated September 20, 1993, which is attached hereto.
Section 7. Termination of Engagement. LD&C's engagement hereunder will
continue and be coterminous to Michael A. Lubin's Employment Period (as such
term is defined in the Employment Agreement, dated October 10, 1995, between
Michael A. Lubin and the Company), provided, however, that LD&C will be entitled
to any and all fees paid or due under Section 4 hereof through the date of
termination, and provided, further, that the provisions of Sections 3, 5 and 6
hereof shall survive such termination.
Please confirm that the foregoing is in accordance with your understandings and
agreements with LD&C by signing and returning to LD&C the duplicate of this
letter enclosed herewith.
Very truly yours,
LUBIN, DELANO & COMPANY
By:
General Partner
ACCEPTED AND AGREED AS OF THE
DATE FIRST ABOVE WRITTEN:
SALANT CORPORATION
By:
Title: