Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Rrt, Inc. 10-K 45± 220K
5: EX-10.CC Agreement of Ltd. Partnership 31± 118K
6: EX-10.FF Assignment Agreement 3 18K
7: EX-10.KK Collateral Mortgage Agrmnt. 7± 30K
8: EX-10.PP Confirmation of Agreement 5± 24K
2: EX-11 Computation Earnings/Share 1 7K
3: EX-22 List of Subsidiaries 1 5K
4: EX-24 Consent of Ind Accts 1 6K
9: EX-27 FDS for Rrt 10-K 1 6K
EX-10.PP — Confirmation of Agreement
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EXHIBIT 10 (pp)
December 14, 1994
Resource Recycling Technologies, Inc.
Corporate Offices
300 Plaza Drive
Vestal, NY 13850
Attention: Lawrence J. Schorr
President and CEO
Gentlemen:
We are writing this letter to confirm our agreement ("Agreement") that
Ladenburg, Thalmann & Co. Inc. ("Ladenburg") has been engaged by Resource
Recycling Technology, Inc. (the "Company") as exclusive financial advisor and
placement agent in connection with the proposed offer and private placement (the
"Sale") by the Company of approximately $10.5 million of debt securities of the
Company relating to the financing of the Company's material handling facility in
Lake County Illinois(collectively, the "Securities").
This Agreement shall become effective upon the execution hereof by the
Company, and the term of this Agreement and the exclusive appointment provided
for herein shall end on the first anniversary of the date of such execution by
the Company (the "Term").
I. Performance of Services
Ladenburg's services shall be to structure and offer the Securities on
a private placement basis to qualified investors and assist in the negotiation
of the sale (the "Sale") of the Securities.
II. Compensation for Services
A. If one or more Sales are consummated during the Term or within eighteen
months after the end of the Term with and investor or lender introduced to the
Company by Ladenburg or contacted by Ladenburg or the Company during the Term,
the Company will pay or cause to be paid to Ladenburg a placement fee (the
"Private Placement Fee") equal to three percent of the purchase price paid by
the purchaser of the Securities issued in connection with each such Sale,
subject to payment of a minimum of a Private Placement Fee of $250,000.
B. A Private Placement Fee shall be payable upon the closing of each Sale, In
addition, if Ladenburg obtains a written commitment from a proposed purchaser
for the Sale of the Securities and the Sale is not consummated (other than by
reason of default by the proposed purchase) by the earlier to occur of the dates
set forth in clauses (i) or (ii) of this paragraph B whereby Ladenburg is paid a
Private Placement Fee and the sale of similar securites occur, then the Company
shall pay Ladenburg an addition performance fee of three percent of the purchase
price of the Securities which shall be payable at the earlier of (I) eighteen
months after the termination of the Agreement or (ii) the date when such a
commitment is no longer in force or effect.
C. The Company agrees to reimburse Ladenburg for all reasonable out-of-pocket
expenses incurred in carrying out the terms of the Agreements, including travel,
telephone, facsimile, courier, computer time charges, attorney's fees and
disbursements and any sales, use or similar taxes. These out-of-pocket expenses
will be payable from time to time promptly upon invoicing by Ladenburg therefor.
The provisions of the Section II shall survive the termination and
expiration of this Agreement.
III. Indemnification
The Company and Ladenburg hereby agree to the terms and conditions of
the Indemnification Agreement attached hereto as Appendix A with the same force
and effect as if such terms and conditions were set forth at length herein.
IV. Coordination of Efforts
In order to coordinate the efforts of both Ladenburg and the Company,
and to maximize the possibility of consummating a Sale during the term of this
Agreements, Ladenburg shall have the sole and exclusive authority to initiate
discussions with potential purchasers of the Securities. In the event the
Company, its directors, officers, employees or shareholders receive any
inquiries or conduct and discussions concerning the availability of the
Securities for purchase, such inquiries and discussions shall be promptly
referred to Ladenburg.
V. Disclosure
Any financial or other advice, descriptive memoranda or other
documentation rendered by Ladenburg pursuant to this Agreement may not be
disclosed, quoted, or otherwise referred to publicity, to any third party or in
any document in any manner without the prior written approval of Ladenburg. All
non-public information provided by the Company to Ladenburg will be considered
as confidential Information and shall be maintained as such by Ladenburg, except
as required by law or as required to enable Ladenburg to perform its services
pursuant to this Agreement, until the same becomes known to third parties or the
public without release thereof by Ladenburg.
The Company agrees to provide to Ladenburg, among other things, all
reasonable information requested or required by Ladenburg or a potential
investor, including, but not limited to, information concerning historical and
projected financial results and possible and known litigious and other
contingent liabilities of the Company. The Company also agrees to make available
to Ladenburg such representatives of the Company, including among others,
directors, officers, employees, outside counsel, and independently certified
public accountants, as Ladenburg may reasonably request. The Company will
promptly advise Ladenburg of any material changes in its business or finances.
The Company represents that all information made available to Ladenburg by the
Company, including, without lining the generality of the foregoing, and private
placement memorandum or other information materials prepared by or approved by
the Company, will be complete and correct in all material respects and will not
contain any untrue statements of a material fact or omit to state a material
fact when necessary in order to make the statement therein not misleading in
light of the circumstances under which such statements are made. In rendering
its services hereunder, Ladenburg will be using and relying primarily on such
information without independent verification thereof or independent appraisal of
any of the Company's assets. Ladenburg does not assume responsibility for the
accuracy or completeness of the information.
VI. Obligations of Ladenburg Solely to the Company
The services herein provided are to be rendered solely to the Company.
They are not being rendered by Ladenburg as an agent for or as a fiduciary or
the shareholders of the Company and Ladenburg shall not have any liability or
obligation with respect to its services hereunder to such shareholders or to any
other person, firm or corporation.
VII. Termination
This engagement may be terminated by the Company or by Ladenburg at any
time after 180 days with or without cause upon written notice to that effect to
the other party, but no such termination shall affect Ladenburg's right to
compensation earned on or prior to such termination (including, without
limitation, the Private Placement Fee described in the third sentence of Section
IIB hereof) and Ladenburg also shall be entitled to the compensation hereinabove
provided in the event that at any time prior to the expiration of eighteen
months after expiration or termination of the Agreement a Sale is consummated
with an investor or lender introduced to the Company by Ladenburg or contracted
by Ladenburg or the Company during the term of this Agreement.
VIII. Entire Agreement, Etc.
This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof and supersedes and cancels any prior
communications, understandings and agreements between the parties. This
Agreement cannot be terminated or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties hereto. This Agreement
shall be binding upon and inure to the benefit of any successors, assigns, heirs
and person representatives of the Company and Ladenburg. A telecopy of a signed
original of this Agreement shall be sufficient to bind the parties whose
signatures appear hereon.
IX. Governing Laws and Jurisdiction
This Agreement shall be governed by and construed to be in accordance
with the laws of the State of New York applicable to contracts made and to be
performed solely in such state by citizens thereof. Any dispute arising out of
this Agreement shall be Adjudicated in the courts of the State of New York or in
the federal courts sitting in the Southern District of new York, and the Company
hereby agrees that service of process upon it by registered or certified mail at
the address shown in this Agreement shall be deemed adequate and lawful. The
parties hereto shall deliver notices to each other by personal delivery or by
registered mail (return receipt requested) at the addresses set forth above.
X. Acceptance
Please confirm that the foregoing is in accordance with your
understanding by signing on behalf of the Company and returning an executed copy
of this Agreement, whereupon it shall become a binding agreement between the
Company and Ladenburg.
Very truly yours,
LADENBURG, THALMANN & CO. INC.
By: /s/
James P. Sletteland
Managing Director
By: /s/
Commitment Committee
Accepted and agreed to:
RESOURCE RECYCLING TECHNOLOGY, INC.
By: /s/
Larry Schorr, President and CEO
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EXHIBIT A
INDEMNIFICATION AGREEMENT
Exhibit A to Letter Engagement Agreement (the "Agreement"), dated December 14,
1994 by and between Resource Recycling Technologies, Inc. (the "Company") and
Ladenburg, Thalmann & Co. Inc.
The Company agrees to indemnify and hold Ladenburg, Thalmann & Co. Inc.
("Ladenburg") and its affiliates, control persons, directors, officers,
employees, agents, consultants and attorneys (each and "Indemnified Person")
harmless from and against all losses, claims, damages, liabilities, cost or
expenses, including those resulting from any threatened or pending
investigation, action, proceeding or dispute whether or not Ladenburg or any
such other Indemnified Person is a party to such investigation, action,
proceeding or dispute arising out of Ladenburg's entering into or performing
services or engaging others to assist Ladenburg is performing services under
this Agreement, or arising out of any matter referred to in this Agreement. This
indemnity shall also include Ladenburg's and/or any such other Indemnified
Person's reasonable attorneys' and accountants' fees and out-of-pocket expenses
incurred in, such investigations, actions, proceedings, or disputes which fees,
expenses, and costs shall be periodically reimbursed to Ladenburg and/or to any
such other Indemnified Person by the Company as they are incurred; provided,
however, that the indemnity herein set forth shall not apply where that
Ladenburg acted in a grossly negligent manner or engaged in willful misconduct
in the performance of it's services hereunder which gave rise to the loss,
claim, damage, liability, cost or expense sought to be recovered hereunder. The
Company also agrees that neither Ladenburg nor any Indemnified Person shall have
any liability (whether direct or indirect, in contract, or tort or otherwise) to
the Company for or in connection with any act or omission to act by Ladenburg as
a result of its engagement under this Agreement except for any such liability
for losses, claims, damages, liabilities, or expenses incurred by the Company
from Ladenburg's gross negligence or willful misconduct.
If for any reason, the foregoing indemnification is unavailable to Ladenburg or
any such other Indemnified Person or insufficient to hold it harmless, then the
Company shall contribute to the amount paid or payable by Ladenburg or any such
other Indemnified Person as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and Ladenburg or
any such other Indemnified Person on the other hand, but also the relative fault
of the Company and Ladenburg or any such Indemnified Person, as well as any
relevant equitable considerations; The reimbursement, indemnity and contribution
obligations of the Company hereinabove set forth shall be in addition to any
liability which the Company may otherwise have and these obligations and other
provisions hereinabove set forth shall be binding upon and inure to the benefit
of any successors, assigns, heirs and personal representatives of the Company,
Ladenburg and any other Indemnified Person. The terms and conditions hereinabove
set forth is this Appendix A shall survive the termination and expiration of
this Agreement and shall continue indefinitely thereafter.
RESOURCE RECYCLING TECHNOLOGIES, INC.
By: /s/
LADENBURG, THALMANN & CO. INC.
By: /s/
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/30/95 | | | | | | | None on these Dates |
| For Period End: | | 12/31/94 |
| | 12/14/94 | | 1 | | 2 |
| List all Filings |
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