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Management Consulting Agreement

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: September 01, 1994
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EXHIBIT C-1


MANAGEMENT CONSULTING AGREEMENT


THIS MANAGEMENT CONSULTING AGREEMENT ("Agreement"), is executed as of the 1st day of September, 1994, by and among TJC MANAGEMENT CORPORATION, a Delaware corporation (the "Consultant"), and NRE HOLDINGS, INC., a Delaware corporation (the "Company") and National Restaurant Enterprises, Inc., a Delaware corporation (the "Company") and a wholly owned subsidiary ("Subsidiary") of the Company.


W I T N E S S E T H:


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


WHEREAS, the Company desires to retain Consultant to provide business and financial advice to the Company;


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


1. The Company 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 Company and its subsidiaries (whether now existing or hereafter acquired), 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 September 1, 2004, unless extended, or sooner terminated, as provided in paragraph 3 below. The Consultant's personnel shall be reasonably available to the Company'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 the Company and the Consultant shall from time to time agree.


2.(a) The Company shall pay the Consultant a management fee equal to on a per annum basis the higher of (i) $300,000 or (ii) 0.35% of the sales of the Company's wholly-owned subsidiaries, including, but not limited to the sales of National Restaurant Enterprises, Inc. ("NRE"), for the fiscal year. The Company shall pay the Consultant such management fee in quarterly


installments equal to the higher of (i) $75,000 or (ii) .35% of sales for the fiscal quarter on each of March 31, June 30, September 30 and December 31 of each year, commencing December 31, 1994, provided that such fee payable on December 31, 1994 shall accrue from the date of this Agreement at the annual rate of $300,000 per annum. The management fee will be recalculated, as set forth in clauses (i) and (ii) above, promptly and as soon as practicable, as of the beginning of each fiscal quarter.


(b) In addition to the above quarterly payments, the Company shall pay to the Consultant, (i) an investment banking and sponsorship fee of up to two percent (2%) of the aggregate consideration paid (including non-competition, earnout, contingent purchase price, incentive arrangements and similar payments) by the Company in connection with the acquisition by the Company or to the Company in connection with the sale by the Company 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 the Company involving any affiliate of the Company or the Consultant, including, but not limited to, any Transaction involving National Restaurant Enterprises, Inc., The Jordan Company, Mezzanine Capital & Income Trust 2001 PLC, Jordan/Zalaznick Capital Company or any affiliates of any of the foregoing (collectively, the "Jordan Affiliates"); and (ii) a financial consulting fee not to exceed one percent (1%) of the amount obtained or made available pursuant to any debt, equity or other financing (including without limitation, any refinancing) by the Company with the assistance of Consultant, including, but not limited to, any financing obtained for the Company from one or more of the Jordan Affiliates. Notwithstanding the foregoing, if the Consultant renders services to the Company outside the ordinary course of business, the Company shall pay an additional amount equal to the value of such extraordinary services rendered by the Consultant.


3. In lieu o
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