AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
This Amendment No. 1 to Management Agreement, dated as of January 1, 1997
(this "Amendment"), amends that certain Management Agreement by and between
Metromedia International Group, Inc., a Delaware corporation, ("MIG") and
Metromedia Company, a Delaware general partnership ("Metromedia") (the
"Management Agreement").
W I T N E S S E T H:
WHEREAS, MIG and Metromedia are parties to a Management Agreement dated as
of November 1, 1995 wherein Metromedia agreed to provide certain managerial
services to MIG and MIG agreed to pay Metromedia a fee for such services;
WHEREAS, on December 11, 1996 the Board of Directors of MIG voted in favor
of increasing the fee payable to Metromedia for such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Capitalized Terms
1.1 All capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Management Agreement.
2. Management Agreement
2.1 Subparagraph 1.4.1 is hereby deleted in its entirety and replaced with
the following:
"1.4.1 In order to compensate Metromedia for its services
hereunder and for certain overhead and other costs incurred by it for
which MIG is not directly responsible pursuant to Section 1.3 hereof,
MIG will pay to Metromedia a management fee (the "Management Fee") at
the annual rate of $3,250,000.00. MIG will pay the Management Fee to
Metromedia in twelve equal monthly installments of $270,833.33 each no
later than 15 days after the end of each of its twelve monthly
accounting periods. The Management Fee may be adjusted to the extent
necessary to compensate Metromedia for services rendered or costs
incurred not originally contemplated hereunder."
3. No Other Change
3.1 Except for the amendments provided for herein, the Management
Agreement shall remain unchanged in all respects and shall remain in
full force and effect.
4. General
4.1 This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, contains
the entire agreement of the parties with respect to the specific
subject matter hereof, may be executed in counterparts, each of which
will be an original and all of which together will constitute the same
instrument and will be governed by New York law except for the body of
law pertaining to conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
METROMEDIA INTERNATIONAL GROUP, INC.
By:______________________________________
Xxxxxx Xxxxxxxxx
President and Chief Executive Officer
METROMEDIA COMPANY
By:______________________________________
Xxxxxx X. Xxxxxx
Senior Vice President
