BAL/RIVGAM LLC
Finder's Agreement, dated as of February 1, 2000, by and between
Bal/Rivgam LLC ("Bal/Rivgam") and Gabelli Group Capital Partners, Inc.
("Gabelli").
WHEREAS, Bal/Rivgam desires to avail itself of the services of Gabelli
with respect to finding potential candidates to acquire certain assets of
Bal/Rivgam.; and
WHEREAS, Gabelli desires to provide such services to Bal/Rivgam;
NOW, THEREFORE, in consideration of the payments are hereafter provided
and the mutual promises and conditions herein set forth, the parties hereto
hereby agree as follows:
1. Services to be Rendered by Gabelli
As directed by Bal/Rivgam, Gabelli agrees to act as a finder
to assist Bal/Rivgam with the realization of the value of its
Wireless Communications Service (WCS) licenses which are
listed on Schedule A in one or more transactions.
2. Compensation Payable to Gabelli
In the event that a transaction is consummated with a party
contacted by Gabelli, Gabelli will be paid a fee equal to six
percent (6%) of the total consideration received by Bal/Rivgam
(the "Fee"). The Fee shall be payable in cash at the closing
of any transaction.
3. Expenses.
Each party hereto shall bear its own expenses in connection
with its performance hereunder; provided, however, that if a
transaction is consummated with a party contacted by Gabelli,
Gabelli will be reimbursed by Bal/Rivgam for Gabelli's
out-of-pocket expenses, plus any sales, use or similar taxes
arising in connection with this engagement.
4. Independent Contractor.
In its capacity as an independent contractor, Gabelli
acknowledges that it is acting solely as a finder for
Bal/Rivgam and that it is not an agent of Bal/Rivgam. Gabelli
further acknowledges that it has no power or authority to bind
Bal/Rivgam to any contract or agreement. In the event Gabelli
has reason to believe that it is perceived by any third party
to be an agent of Bal/Rivgam or otherwise to have the power
and
authority to bind Bal/Rivgam, it shall take reasonable
affirmative steps to dispel such perception.
5. Confidential Information.
Except as contemplated by this Agreement or as required by
applicable law or pursuant to an order entered or subpoena
issued by a court of competent jurisdiction, Gabelli and its
employees and representatives shall keep confidential all
non-public information provided to it by Bal/Rivgam and shall
not disclose such information to any third party without the
prior approval of Bal/Rivgam.
6. Indemnification and Contribution.
Bal/Rivgam shall indemnify and hold harmless Gabelli, its
directors, officers, shareholders, agents, employees and legal
representatives (each an "Indemnified Person") from and
against any and all losses, actions, claims, damages, and
liabilities whatsoever, except those caused by an Indemnified
Person's own gross negligence or willful misconduct, relating
to or arising out of this engagement, and will reimburse each
Indemnified Person for all reasonable expenses (including
legal counsel fees) incurred in investigating, preparing for
or defending any claim, action or threatened litigation or
other proceeding.
If indemnification is unavailable or insufficient for any
reason, Gabelli or any other Indemnified Person in any event
will not be required to pay as a result of any such loss,
action, claim or liability an amount, in the aggregate, in
excess of the amount of the Fee, if any.
7. Expiration.
This Agreement shall expire one year from the date first
written above, unless extended by both parties in writing.
Gabelli, however, shall be entitled to the Fee in the event
that a transaction with a party contacted by Gabelli is
consummated within one year from the expiration of this
Agreement.
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8. Notices.
All notices hereunder shall be delivered to the other party at
the following address (or such other address as specified in
writing):
To Gabelli To Bal/Rivgam
Gabelli Group Capital Partners, Inc. Bal/Rivgam LLC
One Corporate Center c/o James Balitson
Rye, New York 10580-1433 19 Spectacle Lane
Attention: Stephen G. Bondi Wilton, CT 06897
9. Amendment; Governing Law.
This Agreement may not be amended or modified except in
writing, signed by each of the parties, and shall be governed
by and construed in accordance with the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
BAL/RIVGAM LLC
By: /s/ illegible
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GABELLI GROUP CAPITAL PARTNERS, INC.
By: /s/ illegible
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Schedule A
WCS Licenses of Bal/Rivgam LLC
Boston, MA, B Block, KNLB200
Milwaukee, WI, A Block, KNLB217
Minneapolis-St. Paul, MN, A Block, KNLB218
Phoenix, AZ, B Block KNLB219
Los Angeles - San Diego, CA, A Block, KNLB220
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