exv10w107



 





EXHIBIT 10.107



MADISON PARK, L.L.C.

30 East 71st #1A

New York, NY 10021

(212) 717-0520

(212) 717-4263




                    as of October 1, 2007




CONFIDENTIAL



EZCORP, Inc.

1901 Capital Parkway

Austin, TX 78746



Gentlemen:



The purpose of this letter is to set forth the agreement and understanding as of October 1, 2007,
between EZCORP, Inc. (“EZCORP”) and Madison Park, L.L.C. (“Madison Park”) regarding advisory
services to be rendered by Madison Park to EZCORP (the “Agreement”).





	 	1.	 	EZCORP hereby engages Madison Park to provide advisory services related to EZCORP’s
business and long term strategic plan, as modified by EZCORP from time to time, including
but not limited to advising on the following:






	 	(a)	 	Identifying, evaluating and negotiating potential acquisitions and
strategic alliances;
	 
	 	(b)	 	Assessing operating and strategic objectives including new business
development;
	 
	 	(c)	 	Advising on investor relations and relations with investment bankers,
securities analysts and other members of the financial services industry;
	 
	 	(d)	 	Assisting in international business development and strategic
investment opportunities that complement EZCORP’s business lines and strategic
objectives;
	 
	 	(e)	 	Analyzing financial condition and results of operations, evaluating
strengths and weaknesses of financial performance and recommending measures to
improve performance;
	 
	 	(f)	 	Advising on dividend policy and corporate transactions such as stock
repurchases, splits, recapitalizations and restructuring;
	 
	 	(g)	 	Providing briefings on business strategy to the Board of Directors
from time to time as appropriate; and
	 
	 	(h)	 	Performing such other services as agreed between EZCORP and Madison
Park.






	 	2.	 	Madison Park hereby accepts the engagement described in paragraph 1 above. As
compensation for its services, EZCORP agrees to pay Madison Park an annual retainer fee of
$1,800,000, payable in $150,000 monthly installments (the “Retainer”).





 









 





	 	3.	 	The term of Madison Park’s engagement shall extend from October 1, 2007, through
September 30, 2008. The Agreement shall terminate on September 30, 2008, unless terminated
earlier as provided for herein. Paragraph 5 herein shall survive any termination or
expiration of this Agreement.
	 
	 	4.	 	EZCORP shall reimburse Madison Park for its out-of-pocket travel and entertainment
expenses incurred in order to render the services contemplated to be provided by Madison
Park pursuant to this Agreement. Any other expenses must be agreed to by EZCORP in
advance. The expenses shall be documented in a similar manner applicable to EZCORP’s
executive officers and paid by EZCORP within 30 days after receipt by EZCORP of a detailed
invoice including supporting documentation.
	 
	 	5.	 	Either party may terminate this Agreement with or without cause upon 30 days written
notice to the other party.
	 
	 	6.	 	Indemnification.






	 	(a)	 	EZCORP agrees to indemnify and hold harmless Madison Park, its
affiliates, the respective officers, directors, employees, consultants, associates
and agents of Madison Park and its affiliates, and any person controlling Madison
Park or any of its affiliates within the meaning of either Sections 15 of the
Securities Act of 1933 or Section 9 of the Securities Exchange Act of 1934 (each
an “indemnified person”) in connection with this engagement from and against all
claims, costs, expenses, liabilities, losses and damages (or actions in respect
thereof) related to or arising out of this engagement or Madison Park’s connection
therewith; provided, however, that EZCORP shall not be responsible for any claims,
costs, expenses, liabilities, losses or damages of an indemnified person to the
extent that it is finally determined by a court or other tribunal of competent
jurisdiction that they resulted primarily from actions taken or omitted to be
taken by such indemnified person due to such indemnified person’s recklessness,
willful misconduct or bad faith or that they arose primarily out of or were based
primarily upon any untrue statement or omission made (i) in any document or
writing in reliance upon and in conformity with information furnished to EZCORP by
such indemnified person for use in such document or writing or (ii) in any
document in connection with the engagement without the prior approval of EZCORP.
	 
	 	(b)	 	If any action or proceeding, including, but not limited to, any
governmental investigation, shall be brought or asserted against an indemnified
person in respect of which indemnity shall be sought from EZCORP, such indemnified
person shall promptly notify EZCORP in writing of an indemnified person’s
knowledge of such claim, action or proceedings, and EZCORP shall assume the
defense thereof, including, but not limited to, the employment of counsel
reasonably satisfactory to such indemnified person and the payment of all fees and
disbursements of such counsel and all other expenses related to such actions or
proceeding. Such indemnified person shall have the right to employ separate
counsel in any such action or proceeding to participate in defense thereof, but
the fees and expenses of such separate counsel shall be at the expense of such
indemnified person unless (i) EZCORP has agreed to pay such fees and expenses or
(ii) EZCORP shall have failed to timely assume the defense of such actions or
proceeding, to employ counsel reasonably satisfactory to such indemnified person
in any such action or proceeding and if requested by such indemnified person, to
confirm in writing that it is obligated to indemnify such indemnified person
against all claims, costs, expenses, liabilities, losses and damages related to or
arising out of such action or proceeding in accordance with this agreement or
(iii) counsel shall determine that there is or could reasonably be expected to be
a conflict of interest by reason of having common
counsel in any action or proceeding, in which case, if such indemnified person
notifies EZCORP in writing that it elects to employ separate counsel at the
expense of EZCORP, EZCORP shall not have the right to assume the defense of
such action or proceeding on behalf of any such indemnified person, it being
understood, however, that EZCORP shall not, in connection with any one such
action or proceeding or separate but substantially similar or related actions
or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (together with appropriate local
counsel) at any time for such indemnified person, which firm shall be
designated in writing by such indemnified person. EZCORP shall not be liable
for any settlement of any such action or proceeding effected without EZCORP’s
written consent, which should not be unreasonably withheld. If settled with
EZCORP’s prior written consent or if there be a final and nonappealable
judgment for the plaintiff in any such action or proceeding, EZCORP agrees to
indemnify and hold harmless such indemnified person from and against any loss
or liability to the extent stated above by reason of such settlement or
judgment.










 









 






	 	(c)	 	If for any reason the indemnification provided herein is unavailable
to an indemnified person under paragraph 6(b) above in respect of any claims,
costs, expenses, liabilities, losses or damages referred to therein or if such
indemnification shall be insufficient to hold such indemnified person harmless
from all such claims, costs, expenses, liabilities, losses or damages, then
EZCORP, in lieu of indemnifying such indemnified person shall contribute to the
amount paid or payable by such indemnified person as a result of such claims,
costs, expenses, liabilities, losses or damages, (i) in such proportion as is
appropriate to reflect the relative benefits received by EZCORP on the one hand
and such indemnified person on the other hand or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of EZCORP, on the one hand, and such indemnified
person, on the other, as well as any other relevant equitable consideration. The
amount paid or payable by a party as a result of the claims, costs, expenses,
liabilities, losses or damages, referred to above shall be deemed to include,
subject to the limitations set forth in paragraph 6(b) any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. Notwithstanding the provisions herein, Madison
Park shall not be required to contribute any amount in excess of the amount of
fees received by Madison Park under this Agreement.






	 	7.	 	The terms of this Agreement and the advice provided under this Agreement shall not be
disclosed by either party without the express written consent of the other party, except
(i) any EZCORP regulatory filing, (ii) a court proceeding, or (iii) as required by law.
	 
	 	8.	 	This Agreement shall be governed by the laws of the State of New York.
	 
	 	9.	 	The obligations under this Agreement may be assigned by Madison Park on written
notice to EZCORP. Such written notice must be delivered to EZCORP at least 30 calendar
days prior to the effective date of any such assignment.
	 
	 	10.	 	This Agreement constitutes the entire agreement of the parties hereto with respect to
all matters contemplated hereby and supersedes all previous agreements and understandings
among them concerning such matters. No statements or agreements, oral or written, made
prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.





*          *          *          *          *




 









 




If the foregoing correctly sets forth the understanding and agreement between Madison Park and
EZCORP, please so indicate in the space provided below for this purpose, whereupon this letter
shall constitute a binding agreement.




	 	 	 	 	 
	 	MADISON PARK, L.L.C.

 	 
	 	/s/ Virginia D. Dodson	 
	 	By:	Virginia D. Dodson 	 
	 	Title:  	Vice President 	 
	 


AGREED AND ACCEPTED ON THIS 5th DAY OF November, 2007 and effective as of October 1, 2007.




	 	 	 	 	 
	EZCORP, INC.	 	 
	 	 	 	 
	/s/ Daniel M. Chism	 	 
	By:  	Daniel M. Chism	 	 
	 	 	 	 
	Title:  	Controller
and Assistant Secretary