Financial Advisory Services Fee Agreement between One Equity Partners LLC, OEP Imaging Corporation, and OEP Imaging Operating Corporation (July 31, 2002)

Summary

This agreement confirms that OEP Imaging Corporation and OEP Imaging Operating Corporation will pay One Equity Partners LLC a one-time fee of $4,500,000, plus $750,000 for expenses, for financial advisory services related to the purchase of assets from Polaroid Corporation. The agreement is confidential and requires written consent for disclosure. All parties have agreed to these terms as of July 31, 2002.

EX-10.1(D) 11 a2132096zex-10_1d.txt EXHIBIT 10.1(D) Exhibit 10.1(d) ONE EQUITY PARTNERS LLC 320 Park Avenue, 18th Floor New York, New York 10022 July 31, 2002 OEP Imaging Corporation OEP Imaging Operating Corporation c/o One Equity Partners LLC 320 Park Avenue, 18th Floor New York, New York 10022 Ladies and Gentlemen: Reference is made to the Second Amended and Restated Asset Purchase Agreement dated as of July 3, 2002 (the "Asset Purchase Agreement") among OEP Imaging Corporation, a Delaware corporation (the "Purchaser"), Polaroid Corporation, a Delaware corporation ("Polaroid"), and the subsidiaries of Polaroid listed on the signature pages thereto (collectively, together with Polaroid, the "Sellers") pursuant to which the Sellers have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Sellers, substantially all of the assets and to assume certain liabilities of the Sellers. The purpose of this letter is to confirm our understanding with respect to the payment of a fee for financial advisory services (collectively, the "Services") provided by One Equity Partners LLC (the "Service Provider") to the Purchaser and OEP Imaging Operating Corporation (the "Operating Corporation") in connection with the transactions contemplated by the Asset Purchase Agreement. As consideration for the Services provided by the Service Provider in connection with the transactions contemplated by the Asset Purchase Agreement, the Purchaser and the Operating Corporation, jointly and severally, hereby agree to pay to the Service Provider, on the date hereof, a one-time fee in the amount of $4,500,000 in cash, and $750,000 in cash for expenses. This letter shall be treated as confidential and may not be used, circulated, quoted or otherwise referred to in any document, except with our written consent. If this letter correctly sets forth our understanding, please so indicate by signing in the space below and returning a copy to us. Very truly yours, ONE EQUITY PARTNERS LLC By: /s/ Charles F. Auster ----------------------------- Name: Charles F. Auster Title: Partner Accepted and agreed this 31st day of July, 2002 OEP IMAGING CORPORATION By:/s/ Charles F. Auster -------------------------------- Name: Charles F. Auster Title: President OEP IMAGING OPERATING CORPORATION By: /s/ Charles F. Auster -------------------------------- Name: Charles F. Auster Title: President -2-