Exhibit F
MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT dated as of May 8, 1997 between
MAGNAVISION CORPORATION, a Delaware corporation (the "Company"), and KOCO
CAPITAL COMPANY, L.P., a Delaware limited partnership ("KoCo").
The Company desires for KoCo to provide certain ongoing management and
advisory services to the Company, and KoCo is willing to provide such services
subject to the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section (a) Services. During the term of this Agreement, KoCo shall
provide such advisory and management services to the Company and its
subsidiaries as the Board of Directors of the Company shall reasonably request.
Such services may be provided at such places as may be designated by KoCo from
time to time, and shall primarily be in the field of financial and strategic
corporate planning.
Section (b) Compensation. In consideration of the services provided and
to be provided pursuant to this Agreement, the Company shall pay to KoCo an
annual management fee equal to $24,000, which fee shall be payable monthly in
arrears commencing on May 31, 1997 unless the Company's Board of Directors
determines in good faith that such fee should be accrued in light of the
Company's financial condition, in which event such fee shall be payable as
determined by the Board (but in any event shall be payable concurrently with
termination of this Agreement).
Section (c) Reimbursement. KoCo and its affiliates shall be entitled to
reimbursement of all reasonable out-of-pocket expenses (including travel
expenses) incurred in connection with the performance of its services pursuant
to this Agreement (other than salary expenses and associated overhead charges),
which amounts shall be promptly reimbursed by the Company upon request.
Section (d) No Liability. (a) None of KoCo, any of its affiliates or
any of their respective partners, officers, directors, stockholders, agents or
employees (each an "Indemnified Party") shall have any liability to the Company
or any of its subsidiaries for any services provided pursuant to this Agreement,
except as may result from such Indemnified Party's gross negligence or willful
misconduct.
(b) The Company hereby agrees to indemnify each Indemnified Party
against any and all damages, costs, liabilities, losses, judgments, penalties,
fines, expenses or other costs, including attorney's fees, arising from any
claims by third parties relating to this Agreement or any Indemnified Party's
equity interest in the Company.
Section (e) Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally,
when delivered via a nationally recognized overnight courier or when sent via
facsimile (with written confirmation). Such notices, demands and other
communications will be sent to the address indicated below:
To the Company:
MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxxxxx, Xx.
Telecopy No.: (000) 000-0000
To KoCo:
KOCO Capital Company, L.P.
000 Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
With a copy to:
Xxxxxxxxxx Xxxxx Xxxxxx & Xxxxxxxxxx, P.C.
000 00xx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
Section (f) Successors and Assigns. This Agreement shall be binding
upon the Company and its successors. This Agreement may not be assigned by
either party without the other party's consent; provided, however, that KoCo may
assign this Agreement to any affiliated entity succeeding to KoCo's portfolio
management functions.
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Section (g) Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by and construed
in accordance with the internal law (and not the law of conflicts) of New York.
Section (h) Termination. This Agreement shall terminate on the earlier
of (i) written notice by KoCo to the Company and (ii) the first anniversary of
the date hereof; provided that this Agreement shall automatically renew for
successive one year periods if notice of a election not to renew is not given by
the Company within 30 days of any such anniversary.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
MAGNAVISION CORPORATION
By:________________________________
KOCO CAPITAL COMPANY, L.P.
By: KOCO Capital Partners, L.P.
Its General Partner
By: Kisco Capital Corporation
Its General Partner
By:_______________________________
Xxxx Xxxxxxxx
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