Common use of Compensation; Expense Reimbursement Clause in Contracts

Compensation; Expense Reimbursement. (a) In connection with the closing of the Recapitalization, on the date hereof, TransWestern shall pay or cause to be paid a closing fee of $5,000,000 ("Closing Fee") pro-rata to the Consultant and its affiliates and other partners of TransWestern and other stockholders of the Company in proportion to their respective post-Recapitalization equity interests as set forth on Exhibit "A" attached hereto. For purposes of determining the post-Recapitalization equity interest of the Consultant, the equity interest of the Consultant shall be aggregated with the equity interests of all of the Consultant's affiliates. The portion of the Closing Fee payable to Consultant shall be paid directly to the Consultant and its affiliates as directed by Consultant. (b) In consideration of the management advisory services provided by Consultant hereunder and other partners of TransWestern and stockholders of the Company, TransWestern shall pay or cause to be paid a monthly management fee of $41,666.67 on the last day of each month during the Term (the "Management Fee"). Each monthly Management Fee shall be paid to the Consultant and other partners of TransWestern and other stockholders of the Company or their respective Permitted Transferees (as defined below) as set forth on Exhibit "B" attached hereto; provided, however, that (i) with respect to any individual listed on Exhibit "B" who is an employee of or a consultant to TransWestern or the Company on the Effective Date, upon any expiration or termination of such individual's employment or consultant relationship with TransWestern or the Company, all of such individual's rights to receive a portion of the Management Fee hereunder shall immediately terminate, and (ii) the right to receive a portion of the Management Fee is not assignable or transferrable, except to a Permitted Transferee. In the event of any sale, assignment or transfer by any individual or entity listed on Exhibit "B" (a "Transferor") of their respective post-recapitalization equity interests, other than to a Permitted Transferee of such Transferor, the portion of the Management Fee payable to such Transferor shall terminate pro-rata with respect to the portion of such post-recapitalization equity interest transferred and the total Management Fee payable each month thereafter by TransWestern shall be reduced by the amount of the Management Fee so terminated. The portion of the Management Fee payable to the non-Transferor individuals and entities listed on Exhibit "B" hereto shall not be reduced or otherwise affected. The Management Fee shall not be payable for partial months and no right to receive a portion of the Management Fee for any month shall accrue until the last day of such month. As used herein, the term "Permitted Transferee" shall mean (i) in the case of an individual, a member of such individual's Family Group or a recipient pursuant to applicable laws of devise and descent, or (ii) in the case of an entity, one or more Affiliates of such entity. "Family Group" means an individual's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of such

Compensation; Expense Reimbursement. The Company hereby agrees to: (a) In Pay to (i) Berkshire (or an affiliate of Berkshire designated by it) a fee in the amount of $2 million, and (ii) to Weston Presidio (or an affiliate of Weston Presidio designated by it) a fee in the amount of $1 million, each in connection with the closing structuring and negotiation of the RecapitalizationSenior Secured Debt, and reimburse each of the Consultants’ expenses incurred by it or on behalf of the date hereof, TransWestern shall pay or cause to be paid a closing fee of $5,000,000 ("Closing Fee") pro-rata to the Consultant Company and its affiliates and other partners of TransWestern and other stockholders through the date of the Closing, such fees and expenses being payable by the Company in proportion to their respective post-Recapitalization equity interests as set forth on Exhibit "A" attached hereto. For purposes of determining at the post-Recapitalization equity interest of the Consultant, the equity interest of the Consultant shall be aggregated with the equity interests of all of the Consultant's affiliates. The portion of the Closing Fee payable to Consultant shall be paid directly to the Consultant and its affiliates as directed by ConsultantClosing. (b) During the Term, pay to the Consultants (or their respective designated affiliate) a management fee in an amount of $1.25 million per annum in exchange for the services provided to the Company by the Consultants as contemplated hereby, such fee being payable by the Company quarterly, in arrears, on the last business day of January, April, July and October, the first such payment being made on July 30, 2004 and which shall be payable for the period from the Closing Date through July 31, 2004; provided, that the annual fee specified in this clause (b) shall not be paid, but shall accrue (together with interest thereon at rate of 8% per annum, compounded quarterly, for the period from the date upon which payment would otherwise be due to the date upon which payment is finally made), if and for so long as there is an event of default under the indenture governing the Company’s 8.75% senior subordinated notes due 2014, provided that this will not restrict payment for longer than 180 days from the occurrence of any particular event of default. The fees payable pursuant to this clause (b) shall be allocated between Berkshire (or its designee) and Weston Presidio (or its designee) in the same proportions as their respective holdings of Common Stock, par value $.01 per share, of Parent (the “Common Stock”) by their affiliates, as of the date such payment was earned for the period. (c) In consideration each case for so long as it is receiving ongoing management fees pursuant to clause (b) of this Section 5, each Consultant will also advise Parent and the Company in connection with financing, acquisition and disposition transactions (however structured) involving Parent or any of its direct or indirect subsidiaries, and the Company will pay to the Consultants (or their respective designees, as the case may be) a fee for services rendered in connection with each such transaction equal to up to one percent (1%) of the gross transaction value of such transaction, such fee to be due and payable at the closing of such transaction; and such fee to be allocated between Berkshire (or its designee) and Weston Presidio (or its designee) in the same proportions as their respective holdings of Common Stock by their affiliates, as of the date of such subsequent transaction. (d) Promptly reimburse the Consultants for all travel, lodging and other out-of-pocket costs reasonably incurred by it in connection with or on account of its performance of the management advisory services provided by Consultant for the Company hereunder and (other partners than those otherwise paid at the Closing pursuant to clause (a) of TransWestern and stockholders of the Company, TransWestern shall pay or cause to be paid a monthly management fee of $41,666.67 on the last day of each month during the Term (the "Management Fee"this Section 5). Each monthly Management Fee shall In addition, if and to the extent that personnel employed by a Consultant are placed on assignment at the Company in the capacity of an interim management team member, then the company will reimburse such Consultant in an amount equal to the compensation which would be paid to the Consultant and other partners of TransWestern and other stockholders of an outside party employed in such position, as mutually agreed by the Company or their respective Permitted Transferees (as defined below) as set forth on Exhibit "B" attached hereto; provided, however, that (i) with respect to any individual listed on Exhibit "B" who is an employee of or a consultant to TransWestern or the Company on the Effective Date, upon any expiration or termination of and such individual's employment or consultant relationship with TransWestern or the Company, all of such individual's rights to receive a portion of the Management Fee hereunder shall immediately terminate, and (ii) the right to receive a portion of the Management Fee is not assignable or transferrable, except to a Permitted Transferee. In the event of any sale, assignment or transfer by any individual or entity listed on Exhibit "B" (a "Transferor") of their respective post-recapitalization equity interests, other than to a Permitted Transferee of such Transferor, the portion of the Management Fee payable to such Transferor shall terminate pro-rata with respect to the portion of such post-recapitalization equity interest transferred and the total Management Fee payable each month thereafter by TransWestern shall be reduced by the amount of the Management Fee so terminated. The portion of the Management Fee payable to the non-Transferor individuals and entities listed on Exhibit "B" hereto shall not be reduced or otherwise affected. The Management Fee shall not be payable for partial months and no right to receive a portion of the Management Fee for any month shall accrue until the last day of such month. As used herein, the term "Permitted Transferee" shall mean (i) in the case of an individual, a member of such individual's Family Group or a recipient pursuant to applicable laws of devise and descent, or (ii) in the case of an entity, one or more Affiliates of such entity. "Family Group" means an individual's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of suchConsultant.

Compensation; Expense Reimbursement. (a) In connection with the closing of the Recapitalization, on the date hereof, TransWestern shall pay or cause to be paid a closing fee of $5,000,000 ("Closing Fee") pro-rata to the Consultant and its affiliates and other partners of TransWestern and other stockholders of the Company in proportion to their respective post-Recapitalization equity interests as set forth on Exhibit "A" attached hereto. For purposes of determining the post-Recapitalization equity interest of the Consultant, the equity interest of the Consultant shall be aggregated with the equity interests of all of the Consultant's affiliates. The portion of the Closing Fee payable to Consultant shall be paid directly to the Consultant and its affiliates as directed by Consultant. (b) a. In consideration of the management advisory services provided by hereunder, MJD agrees to pay to the Consultant hereunder and other partners of TransWestern and stockholders of the Companyan annual fee equal to $500,000. The annual fee shall be payable in equal quarterly installments each year, TransWestern shall pay or cause to be paid a monthly management fee of $41,666.67 in advance on the last first day of each month during calendar quarter, with the Term (first such payment to be made at the "Management Fee")Closing and to be calculated on a pro-rata basis for the period from the Closing through March 31, 2000. Each monthly Management Fee shall be paid Notwithstanding anything to the contrary herein, MJD's obligation to pay such advisory fee to the Consultant and shall be deferred to the extent MJD is restricted from paying such advisory fee by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other partners modification thereof ("FINANCING DOCUMENTS") entered into by MJD or any of TransWestern and other stockholders of the Company or their respective Permitted Transferees (as defined below) as set forth on Exhibit "B" attached hereto; provided, however, that (i) with respect to any individual listed on Exhibit "B" who is an employee of or a consultant to TransWestern or the Company on the Effective Date, upon any expiration or termination of such individual's employment or consultant relationship with TransWestern or the Company, all of such individual's rights to receive a portion of the Management Fee hereunder shall immediately terminate, and (ii) the right to receive a portion of the Management Fee is not assignable or transferrable, except to a Permitted Transfereeits subsidiaries. In the event MJD is unable to pay all or any part of such advisory fee to the Consultant when due because of any salesuch restriction, assignment MJD shall pay such deferred amounts together with 5.5% annual interest thereon, as soon as such payment is permissible under such Financing Documents and MJD shall not make any payment or transfer by distribution or pay any individual dividend to its stockholders until all such deferred fees and accrued interest thereon have been paid to the Consultant. Any consulting fee payments made hereunder or entity listed on Exhibit pursuant to the Management Services Agreement with THL Equity Advisors IV, LLC of even date herewith (the "B" (a "TransferorTHL Management Services Agreement") that MJD is permitted to make under its Financing Documents, including any back-payments with interest paid pursuant to the preceding sentence shall be shared ratably between the Consultant and THL Equity Advisors IV, LLC. b. MJD agrees to pay the Consultant a transaction fee of their respective post-recapitalization equity interests$8,445,080.1/ Such fee shall be payable by MJD upon the earlier to occur of (I) an initial public offering of the common stock of MJD, other than (II) the sale of MJD to a Permitted Transferee third party or parties, whether structured as a sale of such Transferorstock, the portion merger, sale of the Management Fee payable to such Transferor shall terminate pro-rata with respect to the portion of such post-assets, recapitalization equity interest transferred and the total Management Fee payable each month thereafter by TransWestern shall be reduced by the amount of the Management Fee so terminated. The portion of the Management Fee payable to the non-Transferor individuals and entities listed on Exhibit "B" hereto shall not be reduced or otherwise affected. The Management Fee shall not be payable for partial months and no right to receive a portion of the Management Fee for any month shall accrue until the last day of such month. As used herein, the term "Permitted Transferee" shall mean (i) in the case of an individual, a member of such individual's Family Group or a recipient pursuant to applicable laws of devise and descentotherwise, or (iiIII) KIA V and KEP V ceasing to own, collectively, at least 10% of the number of shares of MJD Class A Common Stock (including any Class A Common Stock issuable upon conversion of MJD's Series D Preferred Stock or Class B Common Stock) they hold collectively immediately after the Closing. c. MJD at all times shall reimburse the Consultant for all out-of-pocket expenses incurred by the Consultant and its affiliates in connection with management advisory services provided by the case Consultant hereunder, including, without limitation, reasonable travel, lodging, accounting, legal, administrative and similar out-of-pocket costs reasonably incurred by it and its affiliates in connection with the performance of an entity, one or more Affiliates services for MJD hereunder. Reimbursement shall be made only upon presentation to MJD by the Consultant of such entity. "Family Group" means an individual's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of suchreasonably itemized documentation therefor.