FIRST AMENDMENT TO MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "Amendment") is entered
into as of August 17, 1998, by and between CHANCELLOR ASSET MANAGEMENT, INC., a
Delaware corporation ("CAM") and M.R.B. Inc., a Georgia corporation d/b/a
"Tomahawk Truck and Trailer Sales", Tomahawk Truck & Trailer Sale, Inc., a
Florida corporation, Tomahawk Truck & Trailer Sales of Virginia, Inc., a
Virginia corporation, and Tomahawk Truck & Trailer Sales of Missouri, Inc., a
Missouri corporation (collectively "MRB" or the "Companies").
RECITALS
WHEREAS, MRB desires to obtain the benefits of the knowledge and expertise of
the executive, managerial, financial and operational personnel of CAM to assist
and operate MRB in its business, and
WHEREAS, CAM is providing the assistance, financial needs, and operational
guidance and performance desired by MRB;
WHEREAS, CAM and MRB have agreed to certain changes in the terms and conditions
set forth in the Management Agreement and have agreed to amend the Management
Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Management Agreement
shall be amended as follows:
1. Section 1 is hereby amended by deleting the last sentence "Nothing herein
contained shall be deemed in any way to obligate CAM to add to or maintain
beyond its general needs any personnel, facilities or equipment." and by
substituting "CAM will also be obligated to MRB to provide approvals on, but not
limited to, all personnel hiring decisions and human resources policies, capital
expenditures, other operating expenditures not in the ordinary course of
business, execution of contractual arrangements, disposition of inventory,
disposition of any and all MRB physical assets; and to provide funding of such
expenditures in the event such funding cannot first be made available through
MRB's normal internal cash flows. CAM will also make available to MRB, subject
to approval by the Board of Directors, all funds necessary to provide for
working capital and support operating deficits in the event such operating
deficits are incurred by MRB.", with such change to be effective immediately
upon execution of this Amendment.
2. Section 2 is hereby amended by deleting the first sentence "In
consideration of CAM's provision of the Services, MRB assigns to CAM all rights
to MRB's Gross Revenues and Net Profits for the period from August 1, 1998
through the termination date of this agreement as set forth below." and by
substituting "In consideration of CAM's provision of the Services, MRB assigns
all rights to MRB's Gross Revenues and Net Profits commencing August 1, 1998.",
with such change to be effective immediately upon execution of this Amendment.
3. Section 2 is hereby amended by deleting the last sentence "The assignment
of such Gross Revenues and Net Profits is not deemed in any way to obligate CAM
in regards to any and all liabilities incurred by MRB and in no way indemnifies
MRB, its management or shareholders from liabilities incurred as a result of CAM
performing the Services." and by substituting "The benefits inured to CAM as a
result of such assignment of such Gross Revenues and Net Profits does not in any
way relieve CAM of any liabilities incurred by MRB, as directed and controlled
through the operational assistance of CAM, but also in no way indemnifies MRB,
its management or shareholders from liabilities incurred as a result of CAM
performing the Services.", with such change to be effective immediately upon
execution of this Amendment.
4. Section 3 is hereby amended by deleting "This Agreement shall continue in
full force and effect until such time that either party mutually agrees to
terminate this Agreement upon reasonable notification." and by substituting
"This Agreement shall continue in full force and effect for as long as MRB
remains as a business entity except that CAM may for reasonable cause terminate
this Agreement.", with such change to be effective immediately upon execution of
this Amendment.
5. Upon the execution of this Amendment, CAM shall cause to be reserved up
to 5,000,000 shares of Chancellor's Common Stock, subject to adjustment. In
addition to the reservation of Chancellor Common Stock, CAM shall assume
oversight and operational control of the daily operations of MRB with the full
support and cooperation of the MRB shareholders and management. Additionally,
MRB shall cause to be reserved all of MRB's Common Stock for issuance to CAM or
its assigns. During this period, CAM has the right of first refusal to purchase
the reserved shares of MRB. While final due diligence is being evaluated by
external and internal personnel, CAM shall have the right of first refusal prior
to any sale of the MRB Common Stock.
6. Except as specifically provided herein, all terms and conditions of the
Management Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Management Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Management
Agreement shall be read together, as one document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
CHANCELLOR ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: President and CEO
M.R.B., INC.
By: /s/ X. Xxx Brookings
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Name: X. Xxx Brookings
Title: President
