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EXHIBIT 2(l)
JOINT OPERATING AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of March, 1996, by and
between United Magazine Company, an Ohio corporation (hereinafter referred to
as "UNIMAG"), and Michiana News Services, Inc., a Michigan corporation
(hereinafter referred to as "The Merging Company").
WITNESSETH:
WHEREAS, UNIMAG and The Merging Company have heretofore entered into an Option
Agreement, dated March 1, 1996, for the purchase of UNIMAG of all of the issued
and outstanding capital stock of the Merging Company; and
WHEREAS, THE PURPOSE of this agreement is to protect the agreed upon value of
The Merging Company during the option period. In order to accomplish this
purpose,the parties desire to engage in a Joint Operating Agreement to
preserve, maintain and enhance such value of The Merging Company up to and
including the time of closing.
NOW THEREFORE, for and in consideration of the mutual covenants hereinafter
contained, and other good and valuable considerations, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the
parties hereto as follows:
ARTICLE I
BASIC STRUCTURE
1.1 FORM: The parties hereby enter into this agreement for joint operations
pursuant to the laws of the State of Ohio.
1.2 NAME: The joint business operations of the parties shall be conducted
under such names as the parties may from time to time agree.
1.3 PLACE OF BUSINESS: The principal office and place of business of the
joint operations shall be located at 0000 Xxxx Xxxx, Xxxxxx, Xxxx, or at such
other pace as the parties may from time to time designate.
1.4 TERM: The term of this Agreement shall be 12 months commencing on the 1st
day of March, 1996, and expiring on the first day of March, 1997 unless
otherwise extended by mutual agreement of the parties hereto or canceled upon
the earlier of successful completion of the merger transaction as contemplated
under the option agreement.
1.5 SCOPE OF JOINT OPERATIONS: UNIMAG and The Merging Company will work
together with all areas necessary to address existing, changing and future
market conditions as if the merging company had already successfully become an
operating subsidiary of UNIMAG. It is understood that UNIMAG through its
existing operating subsidiaries and other optioned companies has certain
knowledge and expertise, that when shared with The Merging Company
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can and is expected to preserve, maintain and enhance its value. At the same
time UNIMAG recognizes that through the Joint Operating Agreement, The Merging
Company will share with UNIMAG certain knowledge and expertise that could
assist it in the preservation, maintenance and enhancement of the value of its
operating subsidiaries and other optioned companies. It shall therefore be the
joint responsibility of UNIMAG and the optioned company to research, evaluate,
make use of and distribute such information among the subsidiaries and optioned
companies of UNIMAG to at all times accomplish the stated purpose of this
agreement.
ARTICLE II
FINANCIAL ARRANGEMENTS
2.1 EXPENSES OF THE PARTIES: Each party shall be responsible for its own costs
and expenses incurred as a result of its participation in this agreement. In
addition, the managing party, as hereinafter defined, shall have the authority
to assess the Merging Company, reasonable operating expenses under this
Agreement, in amounts and proportions to be determined by the managing party.
2.2 SHARE OF PROFITS AND LOSSES. Each party shall retain for its own account
all profits from its operations less any charges for services by UNIMAG as
determined by the managing party.
ARTICLE III
MANAGEMENT
3.1 MANAGING PARTY. The managing party of joint operations shall be UNIMAG.
UNIMAG shall oversee the operations of the Merging Company, in conjunction with
the present ownership of the Merging Company, as if the Merging Company were
already a subsidiary of UNIMAG.
All decisions made by UNIMAG with respect to the operations of the
Merging Company will be submitted to "The Merger Board" (hereinafter referred
to as TMB) for final approval prior to implementation. TMB consist of the
following individuals, or their designees.
Xxx Xxxxxxx
Xxxxxx X. Xxxxxxx
The managing party shall be vested with the authority to do all things
necessary and proper to carry out the responsibilities outlined above and
the overall intent of this Agreement.
ARTICLE IV
TERMINATION
4.1 TERMINATION. In the event that this agreement shall hereafter be
terminated for any reason whatsoever, a full and general account of the assets,
liabilities, transactions and profits shall at once be taken. Such assets
may be sold and turned into cash as soon as possible and
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any debts or other amounts due the joint operations collected. The proceeds
thereof shall thereupon be applied as follows:
a) To discharge any debts and liabilities associated with the joint operations
and the expenses of liquidation.
b) To pay each party or its legal representative any unpaid sums, interest or
profits to which it shall then be entitled.
c) To divide the surplus, if any, among the parties as determined by the
managing party.
A R T I C L E V
M I S C E L L A N E O U S
5.1. Books and Statements. Full and accurate books of account shall be kept at
such place as the Managing Party may from time to time designate, showing the
condition of the business and finances of joint operations; and each party
shall have access to such books of account and shall be entitled to examine
them at any time during ordinary business hours.
Each party shall be deemed to have waived all objections to any
transaction or other facts about the operation of the joint operations disclosed
in any balance sheet and/or statement of operations prepared by the Managing
Party unless it shall have notified the Managing Party within 30 days after
receipt of such statement.
5.2. Titles and Subtitles. Titles of the paragraphs and subparagraphs are
placed herein for convenient reference only and shall not to any extent have
the effect of modifying, amending or changing the express terms and provisions
of this Joint Operating Agreement.
5.3. Words and Xxxxxx or Number. As used herein, unless the context clearly
indicates the contrary, the singular number shall include the plural, the plural
the singular, and the use of any gender shall be applicable to all genders.
5.4. Execution in Counterpart. This Joint Operating Agreement may be executed
in any number of counterparts, each of which shall be taken to be an original.
5.5. Severability. In the event any parts of this Agreement are found to be
void, the remaining provisions of this Agreement shall nevertheless be binding
with the same effect as though the void parts were deleted.
5.6. Effective Date. This Agreement shall be effective only upon execution by
all parties.
5.7. Waiver. No waiver of any provisions of this Agreement shall be valid
unless in writing and signed by the persons or party against whom charged.
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5.8. Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, legal representatives,
executors, administrators, successors and assigns.
5.9. Arbitration. Any controversy or claim arising out of or relating to this
Agreement shall only be settled by arbitration in accordance with the rules of
the American Arbitration Association, one Arbitrator, and shall be enforceable
in any court having competent jurisdiction.
Witness:
(as to both)
United Magazine Company,
/s/ Xxxx X. Xxxxxx an Ohio corporation
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/s/ Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxxx -------------------------------
------------------------------ By: Xxxxxx X. Xxxxxxx
Its: Chairman
Michiana News Service, Inc.,
a Michigan corporation
/s/ Xxx X. Xxxxxxx
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By:
Its
