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4. Deposit Account Agreement
On December 11, 1996, Rockport, CDR, and Chase Manhattan
Bank entered into a deposit account agreement (the deposit
account agreement) pursuant to which Rockport agreed to place $5
million in a blocked account to be paid to Generale Bank and CLIS
upon the exercise of the put under the side letter agreement.
Pursuant to the deposit agreement, upon notice from CDR directing
a distribution to be made, Chase Manhattan Bank was irrevocably
directed to distribute the amount specified in the notice.
Rockport Capital irrevocably agreed that no amount on deposit in
the deposit account could be distributed at the direction of
Rockport Capital. The deposit agreement provided that on January
2, 1998, the bank would withdraw and pay to Rockport Capital all
funds then on deposit, if no withdrawal had been made by then.
5. Advisory Fee Agreement
On December 11, 1996, Rockport Capital executed a letter
(the advisory fee agreement) agreeing to pay CLIS an advisory fee
of $5 million and an additional advisory fee equal to three-
quarters of 1 percent of the tax losses, if any, in excess of $1
billion that would be allocated to all members of SMP other than
Generale Bank, CLIS, Rockport, or their affiliates as of the
exchange and contribution agreement closing date. In the
advisory fee agreement, Rockport agreed that “notwithstanding any
provision of the * * * [letter agreement] to the contrary, the
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