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Amended And Restated Consulting Agreement

This is an actual contract by Ameriking.

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1996
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THIS AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENT (this "Agreement"), is executed as of ______, 1996, by and among TJC MANAGEMENT CORPORATION, a Delaware corporation (the "Consultant"), AMERIKING, INC., a Delaware corporation (the "Parent") and National Restaurant Enterprises, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Subsidiary").

W I T N E S S E T H:
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WHEREAS, the Consultant, Parent and the Subsidiary are parties to a management consulting agreement, dated September 1, 1994 (as amended by amendment no. 1 thereto on February 7, 1996, the "Prior Consulting Agreement");

WHEREAS, the Consultant, Parent and the Subsidiary desire to terminate the Prior Consulting Agreement in its entirety simultaneously with execution of this Agreement;

WHEREAS, the Consultant continues to have and/or have access to personnel who are highly skilled in the field of rendering advice to businesses and financial advice;

WHEREAS, the Board of Directors of each of Parent and the Subsidiary have been made fully aware of the relationships of certain of their members to the Consultant;

WHEREAS, the disinterested members of the Board of Directors of each of Parent and the Subsidiary have reviewed in detail and discussed the terms and provisions of this Agreement, its fairness and whether a more favorable agreement could be obtained from unaffiliated third parties; and

WHEREAS, on the basis of their review of this Agreement, the disinterested members of the Board of Directors of each of Parent and the Subsidiary have deemed this Agreement advisable and in the best interests of Parent, the Subsidiary, and all of their respective present and future direct or indirect subsidiaries (together with Parent and the Subsidiary, the "AmeriKing Entities") and necessary to the conduct, promotion and attainment of the business objectives of the AmeriKing Entities.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1. Parent hereby retains the Consultant, through the Consultant's own personnel or through personnel available to the Consultant, to render consulting services from time to time to the AmeriKing Entities in connection with their financial and business affairs, their relationships with their lenders, stockholders and other third-party associates or affiliates, and the expansion of their businesses. The term of this Agreement shall commence the date hereof and continue until December 31, 2006, unless extended or sooner terminated as provided in paragraph 3 below. The Consultant's personnel shall be reasonably available to Parent's managers, auditors and other personnel for consultation and advice, subject to Consultant's reasonable convenience and scheduling. Services may be rendered at the Consultant's offices or at such other locations selected by the Consultant as Parent and the Consultant shall from time to time agree.

2. (a) Parent shall pay the Consultant a management fee equal to three hundred thousand dollars ($300,000) on a per annum basis. Parent shall pay the Consultant such management fee in quarterly installments on each of March 31, June 30, September 30 and December 31 of each year, commencing on September 30, 1996; provided, that such fee payable on September 30, 1996 shall be pro rated to reflect the actual number of days that this Agreement was in effect during such quarterly period.

(b) In addition to the above quarterly payments, Parent shall pay to the Consultant:

(i) an investment banking and sponsorship fee of up to one percent (1.0%) of the aggregate consideration paid (including non-competition, earnout, contingent purchase price, incentive arrangements and similar payments) (such amounts being collectively referred to herein as the "Transaction Value") by an AmeriKing Entity in connection with the acquisition by an AmeriKing Entity or to an AmeriKing Entity in connection with the sale by an AmeriKing Entity of all or substantially all of the outstanding capital stock, warrants, options or other rights to acquire or sell capital stock, or all or substantially all of the business or assets of another individual, corporation, partnership or other business entity (a "Transaction"), including, but not limited to, any Transaction negotiated for an AmeriKing Entity involving any affiliate of an AmeriKing Entity or the Consultant, including, but not limited to, any Transaction involving The Jordan Company, MCIT PLC, Jordan/Zalaznick Capital Company, Jordan Industries, Inc. or any direct or indirect affiliates of any of the foregoing (collectively, the "Jordan Affiliates"); provided, that, the Transaction Value is greater than five million dollars ($5,000,000); and

(ii) a financial consulting fee not to e
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