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Exhibit 10.7
DEFERRED FINANCING FEE
AGREEMENT
DEFERRED FINANCING FEE
AGREEMENT, dated as of June 3, 1999 among RABBIT HILL HOLDINGS,
INC., a Delaware corporation (the “Company”), and
Caravelle Investment Fund, L.L.C., a Delaware limited liability
company (“Caravelle”).
Caravelle has purchased $12.5
million of the Company’s 15% Senior Notes due 2006, as well
as 1,250 shares of each of the Company’s Class A Common Stock
(the “Common Stock”) and Series A Preferred Stock (the
“Preferred Stock and the Common Stock, the “Equity
Securities”).
NOW, THEREFORE, for good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Deferred
Financing Fees . In consideration of the purchase of the Equity
Securities by Caravelle, the Company agrees to pay to Caravelle a
deferred financing fee in the amount of $50,000 per annum accruing
from the date hereof, pay able in advance on January 1 of each year;
provided that for calendar year 1999 the deferred financing fee
shall be payable on the date of this Agreement and shall be in the
amount of $29,160. Once any amount of the deferred financing fee
has been paid it shall not be returnable under any circumstances,
including upon any termination of this Agreement by any party
hereto.
Section 2. Indemnity; No
Liability . In consideration of the execution and delivery of
this Agreement by Caravelle, the Company hereby agrees to
indemnify, exonerate and hold each of Caravelle and its affiliates,
and each of their respective partners, shareholders, affiliates,
directors, officers, fiduciaries, employees and agents and each of
the partners, shareholders, affiliates, directors, officers,
fiduciaries, employees and agents of each of the foregoing
(collectively, the “Indemnitees”) free and harmless
from and a
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