EX-10.3
Management and Consulting Agreements
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
BRILL NEWSPAPERS, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person or
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency, joint venture, or partnership
relationship is intended to be or shall be created by and between BMCLP and
Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof
2
and may be changed, altered, or amended only by an agreement in writing duly
executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
BRILL NEWSPAPERS, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
BRILL RADIO, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
BRILL RADIO, INC.
By:________________________________
a duly authorized officer
3
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CADILLAC NEWSPAPERS, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
CADILLAC NEWSPAPERS, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CENTRAL MICHIGAN NEWSPAPERS, INC., a Virginia corporation (hereinafter referred
to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
CENTRAL MICHIGAN NEWSPAPERS, BRILL MEDIA COMPANY, L.P.
INC.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CENTRAL MISSOURI BROADCASTING, INC., a Virginia corporation (hereinafter
referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and
1
supervision of Company's officers and management, and no agency, joint venture,
or partnership relationship is intended to be or shall be created by and between
BMCLP and Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof
2
and may be changed, altered, or amended only by an agreement in writing duly
executed by all parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
CENTRAL MISSOURI BROADCASTING, INC.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CMB II, INC., a Virginia corporation (hereinafter referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
CMB II, INC.
By:________________________________
a duly authorized officer
3
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CENTRAL MICHIGAN DISTRIBUTION CO., INC., a Virginia corporation (hereinafter
referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
CENTRAL MICHIGAN DISTRIBUTION BRILL MEDIA COMPANY, L.P.
CO., INC.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CENTRAL MICHIGAN DISTRIBUTION CO., L.P., a Virginia limited partnership
(hereinafter referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
CENTRAL MICHIGAN DISTRIBUTION BRILL MEDIA COMPANY, L.P.
CO., L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CMN HOLDINGS, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person or independent contractor as to Company; with respect to Company's
operation and management BMCLP will be subject to direction and supervision of
Company's officers and management, and no agency, joint venture, or partnership
relationship is intended to be or shall be created by and between BMCLP and
Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
CMN HOLDINGS, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
3
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
CMN ASSOCIATED PUBLICATIONS, INC., a Virginia corporation (hereinafter referred
to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
CMN ASSOCIATED PUBLICATIONS INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
GLADWIN NEWSPAPERS, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
GLADWIN NEWSPAPERS, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
GRAPH ADS PRINTING, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
GRAPH ADS PRINTING, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
HURON HOLDINGS, LLC, a Virginia limited liability company (hereinafter referred
to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person or
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency, joint venture, or partnership
relationship is intended to be or shall be created by and between BMCLP and
Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof
2
and may be changed, altered, or amended only by an agreement in writing duly
executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
BRILL MEDIA COMPANY, L.P.
by:____________________________
a duly authorized officer
HURON HOLDINGS, LLC
by: BMC Holdings, LLC; its manager
by: Brill Media Company, LLC; its manager
by: Brill Media Management, Inc.
by:________________________________
a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
HURON NEWSPAPERS, LLC, a Virginia limited liability company (hereinafter
referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
BRILL MEDIA COMPANY, L.P.
by:____________________________
a duly authorized officer
HURON NEWSPAPERS, LLC
by: Huron Holdings, LLC, its manager
by: BMC Holdings, LLC, its manager
by: Brill Media Company, LLC, its manager
by: Brill Media Management, Inc.
by:________________________________
a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
HURON P.S., LLC, a Virginia limited liability company (hereinafter referred to
as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person or independent contractor as to Company; with respect to Company's
operation and management BMCLP will be subject to direction and supervision of
Company's officers and management, and no agency, joint venture, or partnership
relationship is intended to be or shall be created by and between BMCLP and
Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof
2
and may be changed, altered, or amended only by an agreement in writing duly
executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
BRILL MEDIA COMPANY, L.P.
by:____________________________
a duly authorized officer
HURON P.S., LLC
by: Huron Holdings, LLC; its manager
by: BMC Holdings, LLC; its manager
by: Brill Media Company, LLC; its manager
by: Brill Media Management, Inc.
by:________________________________
a duly authorized officer
4
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
MIDLAND BUYER'S GUIDE, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
MIDLAND BUYER'S GUIDE, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NB II, INC., a Virginia corporation (hereinafter referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NB II, INC.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NCH II, LLC, a Virginia limited liability company (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NCH II, LLC
by: BMC Holdings, LLC, its manager
by: Brill Media Company, LLC, its manager
by: Brill Media Management, Inc.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NCR II, INC., a Virginia corporation (hereinafter referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NCR II, INC.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NCR III, LLC, a Virginia limited liability company (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NCR III, LLC
by: NCH II, LLC, its manager
by: BMC Holdings, LLC, its manager
by: Brill Media Company, LLC, its manager
by: Brill Media Management, Inc.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NORTHLAND BROADCASTING, LLC, a Virginia limited liability company (hereinafter
referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and
1
supervision of Company's officers and management, and no agency, joint venture,
or partnership relationship is intended to be or shall be created by and between
BMCLP and Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof
2
and may be changed, altered, or amended only by an agreement in writing duly
executed by all parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NORTHLAND BROADCASTING, LLC
by: Northland Holdings, LLC, its manager
by: BMC Holdings, LLC, its manager
by: Brill Media Company, LLC, its manager
by: Brill Media Management, Inc.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NORTHLAND HOLDINGS, LLC, a Virginia limited liability company (hereinafter
referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and
1
supervision of Company's officers and management, and no agency, joint venture,
or partnership relationship is intended to be or shall be created by and between
BMCLP and Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NORTHLAND HOLDINGS, LLC
by: BMC Holdings, LLC, its manager
by: Brill Media Company, LLC, its manager
by: Brill Media Management, Inc.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NORTHERN COLORADO HOLDINGS, LLC, a Virginia limited liability company
(hereinafter referred to as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and
1
supervision of Company's officers and management, and no agency, joint venture,
or partnership relationship is intended to be or shall be created by and between
BMCLP and Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five hundred dollars ($500.00) per month,
together with reimbursement of any expenses advanced by BMCLP, payable on the
first day of each month.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NORTHERN COLORADO HOLDINGS, LLC
by: BMC Holdings, LLC, its manager
by: Brill Media Company, LLC, its manager
by: Brill Media Management, Inc.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
NORTHERN COLORADO RADIO, INC., a Virginia corporation (hereinafter referred to
as "Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
NORTHERN COLORADO RADIO, INC.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
READING RADIO, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
READING RADIO, INC.
By:________________________________
a duly authorized officer
3
MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed as of this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
ST. JOHNS NEWSPAPERS, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to local
newspapers on a consulting and contractual basis. Company owns, publishes, and
distributes, directly or indirectly, one or more local newspapers and shoppers
and recognizes, therefore, that BMCLP is in a position to render Company
valuable services and consultation, not now available to Company, and therefore,
desires to employ BMCLP as herein provided. Accordingly, for some time BMCLP has
provided such services and consultation to Company upon the terms hereinafter
set forth in this agreement, and it is the parties' desire now formally to put
into writing their long-standing relationship and agreement.
NOW THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the production, printing, distribution, and marketing
of Company's and others' newspapers, shoppers and circulars, as herein provided,
and BMCLP hereby accepts such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however,
guaranteeing the result and without liability to any person or independent
contractor as to Company; with respect to Company's operation and management
BMCLP will be subject to direction and supervision of Company's officers and
management, and no agency, joint venture, or partnership relationship is
intended to be or shall be created by and between BMCLP and Company by this
agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out-of-pocket
expenses directly applicable to benefits of the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee of five per centum (5%) per year of Company's
annual consolidated net operating revenues in each of Company's fiscal years
during the Term, payable on the first day of each month based on the revenues of
the immediately preceding month.
6. Term. The term of this agreement shall be one (1) year from its date,
and thereafter shall be automatically renewed for an additional one (1) year
period, unless and until such time as either party shall give the other written
notice to terminate at least ninety (90) days prior to the expiration of the
then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
3
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month, and year first above written.
ST. JOHNS NEWSPAPERS, INC. BRILL MEDIA COMPANY, L.P.
by:____________________________ by:____________________________
a duly authorized officer a duly authorized officer
4
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
TRI-STATE BROADCASTING, INC., a Virginia corporation (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided. Accordingly, for some
time BMCLP has provided such services and consultation to Company upon the terms
hereinafter set forth in this agreement, and it is the parties' desire now
formally to put into writing their long-standing relationship and agreement.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency,
1
joint venture, or partnership relationship is intended to be or shall be created
by and between BMCLP and Company by this agreement or BMCLP's performance
hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
2
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
TRI-STATE BROADCASTING, INC.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
TSB III, LLC, a Virginia limited liability company (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
1
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and supervision of Company's
officers and management, and no agency, joint venture, or partnership
relationship is intended to be or shall be created by and between BMCLP and
Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
2
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof and may be changed, altered, or
amended only by an agreement in writing duly executed by all parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
TSB III, LLC
by: Tri-State Holdings, LLC, its manager
by: Tri-State Management, Inc.
By:________________________________
a duly authorized officer
3
BUSINESS MANAGEMENT AND CONSULTING AGREEMENT
THIS AGREEMENT is executed this 30th day of December, 1997, by and
between BRILL MEDIA COMPANY, L.P., a Virginia limited partnership ("BMCLP"), and
TSB IV, LLC, a Virginia limited liability company (hereinafter referred to as
"Company").
RECITALS
BMCLP is engaged in the business of managing communications and publishing
businesses and of providing advisory and consulting services to persons, firms,
and corporations owning, operating, and managing communications businesses and
is, therefore, in a position to render valuable management services to owners
and operators of broadcast properties on a consulting and contractual basis.
Company owns, operates, and manages, directly or indirectly, one or more local
broadcast properties and recognizes, therefore, that BMCLP is in a position to
render Company valuable services and consultation, not now available to Company,
and therefore, desires to employ BMCLP as herein provided.
NOW, THEREFORE, in consideration of and relying upon the foregoing and for
other valuable considerations, BMCLP and Company agree as follows:
1. Employment of BMCLP. For the Term (hereinafter defined) Company employs
BMCLP as a business manager and consultant to provide assistance and supervision
to Company's management in the operation, promotion, marketing, and management
of Company's broadcast properties, as herein provided, and BMCLP hereby accepts
such employment on the conditions herein set forth.
2. BMCLP's Services and Relationship. During the Term and at Company's
request, BMCLP shall from time to time consult with counsel, and advise Company,
its management, its officers, agents, employees, accountants, auditors, and
other consultants as, to the extent, and in the manner BMCLP deems necessary and
advisable, in connection with the management and operation of Company's
business, and BMCLP shall use its best efforts and judgment in rendering such
services, without, however, guaranteeing the result and without liability to any
person on account thereof. At all times BMCLP is and shall be only an
independent contractor as to Company; with respect to Company's operation and
management BMCLP will be subject to direction and
1
supervision of Company's officers and management, and no agency, joint venture,
or partnership relationship is intended to be or shall be created by and between
BMCLP and Company by this agreement or BMCLP's performance hereunder.
3. Support Services and Benefits. BMCLP also will make available to
Company the pooled benefits available generally to its affiliates such as group
insurance programs, general insurance coverage, training programs, audit
coordination, cash management, profit sharing plan, bulk purchasing, accounting,
marketing, and recruiting services. The expertise and manpower of BMCLP shall be
available to provide such services at no further charge, but out of pocket
expenses directly applicable to benefits to the Company will be borne by the
Company.
4. Intent. The basic intent and purpose of this agreement is that BMCLP's
experience and organization be made available to assist Company in its
operations, and Company and BMCLP believe, expect, and expressly recognize that
BMCLP's services and resources to be provided hereby will be of real, if perhaps
intangible, value to Company and will be of great benefit and advantage to
Company in the conduct of its business.
5. Compensation. During the Term, for BMCLP's services hereunder Company
will pay to BMCLP a management fee at the rate of ten per centum (10%) per year
of Company's annual consolidated net cash revenues (exclusive of trades) in each
of Company's fiscal years during the Term, payable in monthly installments on
the first day of each month based on Company's revenues for the immediately
preceding month; provided, however that in each of Company's fiscal years the
amount of such fee shall in no event exceed the amount permitted by application
of restrictions on such a management fee contained in any agreement entered into
by and between Company and others as at any time and from time to time then in
effect.
6. Term. The term ("Term") of this agreement shall extend for one (1) year
from its date, and thereafter for an additional one (1) year period, unless and
until such time as either party shall give the other written notice to terminate
at least ninety (90) days prior to the expiration of the then period.
7. Assignment. This agreement may not be assigned by BMCLP or Company.
8. Virginia Law. This agreement is made pursuant to and the rights of the
parties shall be governed by the laws of the Commonwealth of Virginia.
9. Entire Agreement. This agreement constitutes the entire agreement
between the parties on the subject matter hereof
2
and may be changed, altered, or amended only by an agreement in writing duly
executed by all parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their signatures the
day, month and year first above written.
BRILL MEDIA COMPANY, L.P.
By:________________________________
a duly authorized officer
TSB IV, LLC
by: Tri-State Holdings, LLC, its manager
by: Tri-State Management, Inc.
By:________________________________
a duly authorized officer
3