MANAGEMENT SERVICES AGREEMENT
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THIS IS A MANAGEMENT SERVICES AGREEMENT dated as of April 1, 1989
between the NTC GROUP, INC., a Delaware corporation ("NTC") and THE ▇▇▇▇
COMPANY, a Georgia corporation ("▇▇▇▇").
Background
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NTC is an investment and management services company which oversees
investments for persons who own a majority of the outstanding common stock of
▇▇▇▇. ▇▇▇▇ desires certain management services which NTC is willing to provide
upon the terms and subject to the conditions stated in this agreement.
Terms and Conditions
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Intending to be legally bound, the parties hereto agree as follows:
1. Appointment. ▇▇▇▇ hereby engages and appoints NTC as an
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independent contractor to furnish the management services specified below for a
term to end December 31, 1994, subject to automatic renewal from year to year
thereafter until terminated at the end of the initial or any renewal term by
either party giving to the other written notice thereof at least three months
prior to the end of such term.
2. Services. NTC shall provide general management, financial and
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other corporate advisory services to ▇▇▇▇. These services shall be performed by
the officers, employees or agents of NTC as it may determine from time to time.
3. Management Fee. In consideration of the services to be rendered
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by NTC hereunder, ▇▇▇▇ shall agree to pay to NTC a management fee of 2% of
▇▇▇▇'▇ average investment (investment being the sum of ▇▇▇▇'▇ equity book value
and interest-bearing debt measured at the end of each month of the year and then
averaged) in each of the years of this contract. These amounts shall be accrued
quarterly, in arrears, in equal amounts calculated to be 25% of the projected
annual amount as of the beginning of the year. These amounts shall be payable
upon demand by NTC. However, ▇▇▇▇ shall not be required to make any payment to
NTC under this agreement which would violate the terms and conditions of ▇▇▇▇'▇
financing agreements.
4. Binding Effect; Assignability. This agreement shall be binding
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upon and inure to the benefit of the parties hereto and their successors and
permitted assigns until termination by notice thereof in accordance with the
provisions of Paragraph 1. This agreement may not be transferred or assigned by
either party without the written consent of the other party.
5. Entire Agreement; Amendment. This agreement constitutes the
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entire agreement and understanding between the parties with respect to the
subject matter hereof and supercedes all prior agreements or understandings
relating to the subject matter hereof, including the agreements between the
parties dated April 30, 1987 and April 1, 1988. This agreement may not be
supplemented or amended except by a mutual written agreement of the parties
hereto.
6. Governing Law. This agreement shall be governed by New York law.
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IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the date and year first above written.
THE NTC GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
THE ▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
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