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MANAGEMENT AGREEMENT
EFFECTIVE DATE: February 25, 2000
PARTIES:
RADIO TRUNKING DE EL SALVADOR LTDA.
0000 Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
("Company")
SALCOM S.A.
00 Xxx. Xxxxx y Xxxxx Xxx # 000
Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx, El Salvador
Telephone: (000) 000-0000
("Manager")
RECITALS:
A. The Company is the owner of licenses to provide specialized mobile
radio ("SMR") services over 170 nationwide channels in El Salvador (the
"Licenses"). The Company currently operates an SMR system in El Salvador (the
"SMR Sytem") using certain analog infrastructure equipment and other related
assets. The Company currently provides SMR services to approximately 940
subscribers in El Salvador.
B. Manager is in the business of operating telecommunication systems,
developing technical services in such systems, and other activities related to
designing and constructing such systems. Xxxxxxxx Xxxxxxx, the principal owner
of Manager, is the current General Manager of the Company's SMR business in El
Salvador (the "SMR System").
AGREEMENT:
In consideration of the foregoing recitals, which are incorporated
herein by this reference, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. PURCHASE AND SALE. In exchange for the sum of U.S. $200,000 in cash
(the "Purchase Price"), U.S. $100,000 of which is due and payable to the Company
on February 25, 2000, and the remaining U.S. $100,000 of which is due and
payable to the Company on February 25, 2001 or such earlier date as a
transaction described in Section
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4 below is consummated (the "Final Closing Date"), the Company hereby agrees to
sell to Manager all right, title and interest it has in and to the Company's
existing customer base (the "Customer Base") and all of the Company's existing
analog infrastructure equipment and related assets, a list of which is set forth
on Exhibit A attached hereto (the "Assets"). The Customer Base and the Assets
shall be transferred to Manager as follows: (1) on February 25, 2000,
immediately following payment of the first U.S. $100,000 by Manager to the
Company, the Company shall transfer to Manager the Customer Base, as well as
certain of the Assets (the "Initial Assets") as set forth on Exhibit A; and (2)
on the Final Closing Date, immediately following payment of the remaining U.S.
$100,000 by Manager to the Company, the Company shall transfer to Manager the
remaining Assets (the "Remaining Assets") as set forth on Exhibit A.
2. MANAGEMENT. Manager hereby agrees to serve in an independent
capacity as the manager of the Company's SMR System until such time as the
Purchase Price has been paid in full, and the transfers of the Customer Base and
the Assets described in Section 1 above shall have been completed in full. Among
other things, Manager shall:
a. operate and maintain the SMR System (including making any
necessary investments to maintain and/or enhance the SMR System as deemed
necessary by the Manager);
b. administer and market the SMR System, and obtain
subscribers for the SMR System in accordance with the Licenses; and
c. provide programming and development of administrative and
organizational systems related to the operation of the SMR System.
3. MANAGER REMUNERATION; SMR SYSTEM OBLIGATIONS. In consideration of
the provision of management services by Manager under this Agreement, Manager
shall be entitled to receive all revenues, if any, obtained by the Company in
the operation of the SMR System generated during the term of this Agreement.
Manager shall also be obligated to pay all liabilities, expenses, charges or
obligations of the Company incurred in connection with the SMR System during the
term of this Agreement; provided, however, that the Purchase Price shall be used
by the Company to pay the 2000 and 2001 fees relating to the Licenses (the
"License Fees"), which are due and payable on or about February 25, 2000 and
February 25, 2001. Manager shall provide to the Company quarterly financial
reports showing the financial results of the SMR System during the term of this
Agreement, and shall provide reasonable assistance to the Company in complying
with the Company's financial reporting obligations relating to the SMR System.
4. During the term of this Agreement and until the Final
Closing Date, Manager agrees to take all actions necessary to maintain
compliance by the Company with the terms of the Licenses, except for the payment
of the License Fees, which shall be the sole responsibility of the Company. The
Licenses shall remain the property of the Company, and shall not be transferred
to Manager pursuant to this Agreement, although
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Manager shall have the right to use 30 channels of the Licenses to operate the
SMR System until the Final Closing Date. Manager represents and warrants that
the Company is currently in full compliance under the Licenses, and that
assuming the payment by the Company of the License Fees, the Company will remain
in full compliance under the Licenses through February 25, 2002.*
This Section 4 shall survive the expiration or termination of this
Agreement until February 25, 2002.
4. GUARANTY OR LETTER OF CREDIT. By no later than March 10, 2000,
Manager shall provide to the Company a bank guaranty or standby letter of credit
in form and substance acceptable to the Company, in the amount of U.S. $100,000
(representing the unfunded portion of the Purchase Price).
5. WORKING CAPITAL ADJUSTMENT. Manager shall pay to the Company an
amount equal to (1) 90% of the Accounts Receivable of the Company as of February
21, 2000, minus (2) the Accounts Payable of the Company as of February 21, 2000,
plus (3) the Inventory on the Company's books as of February 21, 2000. For
illustrative purposes only, if this calculation were to have been made on or
about February 1, 2000, it would have resulted in a payment to the Company of
approximately U.S. $39,174 (calculated as follows: 90%($38,291) - $11,592 +
$16,305). The working capital adjustment shall be paid to the Company in two
installments, with one-half due and payable on March 25, 2000 and one-half due
and payable on April 25, 2000.
6. TERM AND TERMINATION. This Agreement shall terminate upon the
payment in full of the Purchase Price to the Company and the transfer of the
Remaining Assets to Manager, which is expected to occur on or about February 25,
2001 (or such earlier date as a transaction described in Section 4 above is
consummated).
7. INDEPENDENT CONTRACTORS. Manager shall operate as and have the
status of an independent contractor. Neither party shall be responsible for the
compensation, benefits, contributions, or taxes, if any, of the employees,
agents, or subcontractors of the other party.
* This confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and
Exchange Act of 1934, and amended.
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8. MISCELLANEOUS.
a. Assignment. Except with the prior written consent of the Company,
this Agreement may not be assigned by Manager, and any such assignment shall be
void; provided, however, that Manager may, without the prior written consent of
the Company, assign its rights and delegate its duties and obligations under
this Agreement, in whole or in part, to any Affiliate of Manager. The Company
may assign this Agreement to a third party without the prior written consent of
Manager. This Agreement shall be binding upon and inure to the benefit of
successors of the parties hereto.
b. Entire Agreement. This Agreement constitutes the entire agreement,
and supersedes all prior agreements and understandings, both written and verbal,
between the parties with respect to the subject matter hereof.
c. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be considered one and the same instrument.
d. Notices. All notices hereunder shall be in writing and shall be
given by registered or certified mail (postage prepaid and return receipt
requested) by an overnight courier service which obtains a receipt to evidence
delivery, or by facsimile transmission (provided that written confirmation of
receipt is provided and a copy thereof is sent by overnight courier service)
addressed as set forth below:
If to Manager:
Salcom S.A.
00 Xxx. Xxxxx y Xxxxx Xxx # 000
Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx, El Salvador
If to the Company
Radio Trunking de El Salvador Ltda.
0000 Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
with a copy to:
Xxxx X. Xxxx, Esq.
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Holland & Xxxx LLP
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
e. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF.
f. Illegality. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, to the extent permitted by applicable law,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
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This Agreement has been signed, on behalf of each of the parties
hereto, as of the date first above written.
MANAGER: COMPANY:
SALCOM S.A. RADIO TRUNKING DE EL
SALVADOR LTDA..
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxx
--------------------- -------------------------
Name: Name:
------------------- -----------------------
Title: Title:
------------------ -----------------------
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Irrevocable Standby Letter of Credit Payment Language
Upon any failure by Salcom S.A. ("Salcom") to pay in full the amount of U.S.
$100,000 to Radio Trunking de El Salvador Ltda. ("Radio Trunking") by no later
than February __, 2001, the Bank hereby agrees to pay to Radio Trunking an
amount equal to any such shortfall. This Letter of Credit shall expire at the
earliest to occur of (A) the date on which the Bank is advised in writing by
Radio Trunking that it is released from its obligations under this Letter of
Credit, or (B) March __, 2001, if the Bank has not received written notice by
such date from Radio Trunking of the failure by Salcom to make such payment.
