Exhibit (e)(1)
CHARTWELL INVESTMENTS II LLC
717 Fifth Avenue
23rd Floor
New York, New York 10022
July __, 2000
Aluwill Acquisition Corp.
Eranja Acquisition Sub, Inc.
c/o Chartwell Investments II LLC
717 Fifth Avenue
23rd Floor
New York, New York 10022
Dear Sirs:
This letter is to confirm our agreement that in connection with the
transactions (the "Transactions") contemplated in the Agreement and Plan of
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Merger (the "Merger Agreement") by and among Carey International, Inc. (the
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"Company"), Limousine Holdings, LLC, Aluwill Acquisition, Corp. ("Acquisition
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Corp.") and Eranja Acquisition Sub, Inc. ("Merger Subsidiary") dated as of July
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19, 2000, you have agreed to reimburse us at any time after the Offer Closing
for the reasonable out-of-pocket costs and expenses which we have incurred in
connection with the Transactions. You have also agreed to pay us a fee for
advisory services we have rendered to you in connection with the financing of
the Transactions (the "Financing") at the Closing equal to: one percent (1%) of
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total capitalization of Acquisition Corp. and/or Merger Subsidiary, as the case
may be, and the Company including, without limitation but without duplication,
all debt funded in connection with the Transactions and common and preferred
equity interests (the "Advisory Fee"). Capitalized terms not defined herein
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shall have the meanings ascribed to them in the Merger Agreement.
These services are attributable to acting as exclusive financial advisor
with respect to the Transactions and the Financing and negotiating and assisting
with the documentation related to the Financing (collectively, the "Advisory
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Services").
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Each of the parties hereto acknowledges that the Advisory Services for
which the Advisory Fee is to be paid hereunder have been heretofore rendered by
Chartwell Investments II LLC at your request in connection with the Financing as
described above.
From and after the Offer Closing, the Company, Acquisition Corp. and Merger
Subsidiary agree to indemnify and hold Chartwell Investments II LLC, its
officers, employees and agents (each an "Indemnified Party") harmless against
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any liability, claim, loss or expenses, as and when incurred ("Damages"), to
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which an Indemnified Party may become subject as a
Aluwill Acquisition Corp.
Eranja Acquisition Sub, Inc.
July __, 2000
Page 2
result of the performance of the services described herein; provided, however,
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that Acquisition Corp. and Merger Subsidiary shall not be liable to an
Indemnified Party for Damages resulting primarily and directly from the
Indemnified Party's bad faith, gross negligence or willful misconduct, and
Chartwell Investments II LLC shall so indemnify Acquisition Corp. and Merger
Subsidiary for damages arising from its bad faith, gross negligence or willful
misconduct.
The benefits of this Agreement shall inure to the respective successors and
assigns of the parties hereto and of the indemnified parties hereunder and their
successors and assigns and representatives, and the obligations and liabilities
assumed hereunder by the parties hereto shall be binding upon their respective
successors and assigns.
This Agreement shall not be assignable by the parties hereto without mutual
written consent.
This Agreement shall be subject to and governed by the laws of the State of
Delaware without regard to its conflict of laws principles and rules.
Aluwill Acquisition Corp.
Eranja Acquisition Sub, Inc.
July _, 2000
Page 3
If the foregoing comports with your understanding of our agreement, please
sign below, whereupon this letter shall be a valid and binding agreement.
Very truly yours,
CHARTWELL INVESTMENTS II LLC
By:
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Name:
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Title:
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ACCEPTED AND AGREED AS OF THIS
__ DAY OF ___________, 2000
CAREY INTERNATIONAL, INC.
By:
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Name:
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Title:
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ALUWILL ACQUISITION CORP.
By:
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Name:
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Title:
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ERANJA ACQUISITION SUB, INC.
By:
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Name:
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Title:
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