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EXHIBIT 10.25
SELLING SHAREHOLDER INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 11th day of December, 1998, by and
among SIRROM CAPITAL CORPORATION, a Tennessee corporation ("Sirrom"), and the
undersigned (the "Shareholder").
WITNESSETH:
WHEREAS, the Shareholder included 66,000 shares of Sirrom Common Stock
owned by him (the "Shares") in a registration statement on Form N-2, File No.
333-46051 (the "Registration Statement") that was prepared and filed by Sirrom
Capital Corporation with the Securities and Exchange Commission; and
WHEREAS, Sirrom and the Shareholder desire to enter into this Selling
Shareholder Indemnification Agreement subject to certain conditions as set forth
below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. Indemnification.
(a) Sirrom will indemnify and hold harmless the Shareholder
against any losses, claims, damages or liabilities, joint or several, to which
he may become subject under the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as amended (the "1934
Act") and applicable state securities laws insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
on any untrue or alleged untrue statement of any material fact contained in the
Registration Statement, including the final prospectus contained therein and any
amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made or arise out of any
violation by Sirrom of any rule or regulation promulgated under the Securities
Act, the Exchange Act or state securities law applicable to Sirrom and relating
to action or inaction required of Sirrom in connection with the Registration
Statement; and will reimburse the Shareholder for any legal or other expenses
reasonably incurred by him (including reasonable and necessary attorneys' fees)
in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this Section 1(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of Sirrom (which consent shall not be unreasonably withheld), nor
shall Sirrom be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in connection with the Registration Statement, final prospectus, and
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished expressly for use in connection with such
Registration Statement by or on behalf of the Shareholder.
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(b) Promptly after receipt by Shareholder under this Section 1
of notice of the commencement of any action or knowledge of a claim that would,
if asserted, give rise to a claim for indemnity hereunder, Shareholder will, if
a claim in respect thereof is to be made against Sirrom under this Section 1,
notify Sirrom in writing of the commencement thereof or knowledge thereof and
Sirrom shall have the right to participate in, and, to the extent Shareholder so
desires, to assume the defense thereof with counsel mutually satisfactory to the
parties. The failure to notify Sirrom promptly of the commencement of any such
action or of the knowledge of any such claim, to the extent such failure is
prejudicial to its ability to defend such action, shall relieve Sirrom of any
liability to Shareholder under this Section 1, but the omission so to notify
Sirrom will not relieve it of any liability that it may have to Shareholder
otherwise than under this Section.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 1 is due
in accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, Sirrom shall contribute to the
aggregate losses, claims, damages and liabilities incurred (including legal or
other expenses reasonably incurred in connection with investigating or defending
same) by Shareholder. In determining the amount of contribution to which
Shareholder is entitled, there shall be considered the relative benefits
received by Sirrom and Shareholder from the offering of the Shares, Sirrom's and
Shareholder's relative knowledge and access to information concerning the matter
with respect to which the claim was asserted, the opportunity to correct and
prevent any statement or omission, and any other equitable considerations
appropriate in the circumstances. Shareholder will, promptly after receipt of
notice of commencement of any action, suit or proceeding against Shareholder in
respect of which a claim for contribution may be made under this Section 1,
notify Sirrom, but the omission to so notify Sirrom shall not relieve it from
any other obligation it may have hereunder or otherwise.
2. Underwriting Agreement. This Agreement shall not be deemed to amend
or alter in any manner that certain Underwriting Agreement dated March 5, 1998
between Sirrom, Morgan Stanley & Co. Incorporated, The Robinson-Humphrey Company
LLC, J.C. Bradford & Co., Suntrust Equitable Securities Corporation, and the
Selling Shareholders (the "Underwriting Agreement"), pursuant to which Sirrom is
entitled to indemnification from Shareholder in certain circumstances.
3. Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
4. Consent: Changes. The terms and provisions of this Agreement may not
be modified or amended, except with the written consent of Sirrom and the
Shareholder. None of the terms and provisions of this Agreement may be waived
except in writing by the person so waiving.
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee.
6. Notice. All notices and other communications required or permitted
to be given in respect of this Agreement shall be deemed to have been given or
made if delivered personally,
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by facsimile or if mailed by registered or certified mail return receipt
requested, to the following parties at the following addresses, or, in each
case, at such other address or addresses as either party shall hereafter specify
by written notice to the other:
(i) If to Sirrom:
Sirrom Capital Corporation
500 Church Street, Suite 200
Nashville, Tennessee 37219
Attention: Chief Executive Officer
(ii) If to the Shareholder:
Christopher H. Williams
1313 East Main Street, Suite 300
Richmond, Virginia 23219
All such notices and communications, if mailed, shall be deemed to have
been given on the third business day after the mailing thereof.
7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and which together shall constitute a
single agreement.
8. Heading. The headings of the Sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Severability. If any provision or any portion of any provision of
this Agreement shall be held to be void or unenforceable, the remaining portions
of this Agreement shall continue in full force and effect.
(Next page is signature page)
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IN WITNESS WHEREOF, the undersigned have executed this Shareholder
Indemnification Agreement as of the day and year first above written.
SIRROM CAPITAL CORPORATION
By: /s/ George M. Miller, II
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Title: Chief Executive Officer
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SHAREHOLDER
/s/ Christopher Williams
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Name: Christopher Williams
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