AGREEMENT FOR TRANSFER
OF MEMBERSHIP INTEREST
This Agreement for Transfer of Membership Interest made and effective as of
this 17th day of November 2000 by and between Brill Media Holdings, LLC, a
Virginia limited liability company (hereinafter "Brill Media") and BMC Holdings,
LLC, a Virginia limited liability company (hereinafter "BMC"), provides as
follows:
Recitals.
---------
Brill Media currently owns and holds a 99.9% membership interest in TSB IV,
LLC, a Virginia limited liability company (the "Membership Interest"). Brill
Media desires to transfer, assign and convey to BMC all of its right, title and
interest in and to the Membership Interest and BMC is willing to accept the
assignment of the Membership Interest from Brill Media on the terms hereinafter
set forth.
Now, therefore, for and in consideration of $999.00 cash in hand paid by
BMC to Brill Media, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Assignment of Membership Interest.
---------------------------------
Effective as of the date of this Agreement, Brill Media, in consideration
of the payment of $999.00 by BMC to Brill Media, hereby assigns, transfers and
conveys to BMC all of its right, title and interest in and to the Membership
Interest. Brill Media represents and warrants that it has the full right to
transfer and convey the Membership Interest, that the transfer has been approved
by all necessary company action, and that there are no liens or encumbrances
that attach to the Membership Interest.
BMC hereby accepts the assignment by Brill Media to BMC of all of Brill
Media's right, title and interest in the Membership Interest and agrees to
indemnify and hold
<PAGE>
Brill Media harmless from any future liability arising from or relating to
ownership of the Membership Interest from the date of this Agreement forward.
BMC represents that it has the full right to accept the transfer of the
Membership Interest, that the ownership thereof is permitted by BMC's articles
of organization and operating agreement, and that all necessary company action
has been taken to approve this transaction.
Witness the following signatures:
Brill Media Holdings, LLC, a Virginia
limited liability company
by: /s/ ALAN R. BRILL
-----------------
Alan R. Brill, its sole member
BMC Holdings, LLC, a Virginia
limited liability company
by: Brill Media Company, LLC,
a Virginia limited liability company,
its manager
by: Brill Media Management, Inc.,
a Virginia corporation, its manager
by: /s/ ALAN R. BRILL
-----------------
a duly authorized officer
2
