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Exhibit 10.6
MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is entered into this
1st day of June, 1996, by and between Florida Panthers Holdings,
Inc., a Florida corporation (the "Company") and Xxxxxxxx Holdings, Inc., a
Florida corporation ("HHI").
WHEREAS, the Company believes that it is in the best interest of the
Company to enter into a management agreement with HHI pursuant to which HHI
will provide certain management services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, the parties, intending to be legally bound, hereby
agree as follows:
1. MANAGERIAL SERVICES. Subject to the oversight and review by the
Company's Board of Directors, HHI hereby agrees to provide the Company with
the following services:
(a) establishing office, accounting and administrative
procedures;
(b) assisting the Company in obtaining financing relating
to business operations and acquisitions;
(c) developing and implementing advertising, promotional
and marketing programs;
(d) advising the Company with respect to securities
matters as well as future acquisitions and dispositions;
(e) assisting the Company in developing tax planning
strategies;
(f) formulating risk management; and
(g) providing such other services as may be reasonably
requested by the Company.
2. MANAGEMENT FEE AND REIMBURSEMENT OF COSTS. In return for services
provided, the Company shall pay HHI a management fee equal to 1% of the
Company's annual gross revenue, excluding revenue derived from the Company's
Nation Hockey League operations, on June 30 of each year in which this
Agreement is in effect; provided, however, that the initial payment to be made
to HHI on June 30, 1996 equal $619,000, which shall include payment for
services provided in connection with the Company's public offering of the
shares of Class A common stock, par value $.01 per share. HHI shall be
reimbursed for all reasonable out-of-pocket costs, fees or expenses incurred,
or expenditures made, in connection with the performance by HHI of its duties
hereunder. Except for the management fee and the reimbursement of such costs,
fees and expenses pursuant to this Section 2, there shall be no fees or other
sums paid to HHI for the services provided by HHI during the term hereof.
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3. OTHER INTERESTS AND CONFLICTS. The parties recognize that HHI is
engaged directly and through its affiliates in various sports-related
businesses. Nothing in this Agreement is intended to preclude HHI and its
affiliates from engaging in or possessing an interest in other business
ventures of any nature or description, independently or with others, whether
currently existing or hereafter created, including the acquisition,
management, operation and sale of businesses similar to the business of the
Company.
4. TERM OF THE AGREEMENT. This Agreement shall commence on the date
hereof and shall continue for the term of three (3) years. At the end of the
three-year period, this Agreement shall be automatically renewed for
successive one (1) year terms, unless terminated by either party upon thirty
(30) days notice.
5. NOTICES.
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been given if sent by
registered or certified mail, first class postage prepaid, return receipt
requested, to the address of such parties set forth below or such other future
address as may be specified by any party by notice to all of the other parties.
Such communications may also be given by personal delivery, by facsimile or by
regular mail, but shall be effective only if and when actually received.
If to the Company, at:
Florida Panthers Hockey Club, Ltd.
000 X.X. Xxxxx Xxxxxx, Xxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
If to HHI, at:
Xxxxxxxx Holdings, Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
6. AMENDMENT.
This Agreement may not be modified, amended, altered or supplemented
except upon execution and delivery of a written agreement executed by the
parties hereto.
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7. MISCELLANEOUS.
7.1 The provisions hereof shall be binding upon and inure to the
benefit of the parties and their respective heirs, personal representatives,
successors and permitted assigns.
7.2 This Agreement may not be assigned without the prior
written consent of the parties hereto.
7.3 This Agreement and the additional documents referenced herein
merge all prior negotiations and agreements between the parties relating to the
subject matter hereof and constitute the entire agreement between the parties
relating to such subject matter. No prior or contemporaneous agreements, except
as specified herein, written or oral, relating to such subject matter shall be
binding.
7.4 Each party hereto specifically covenants and agrees that it
will execute such other and further instruments and documents as are or may
become necessary or convenient to effectuate and carry out the provisions of
this Agreement.
7.5 This Agreement may be executed simultaneously in multiple
counterparts, all of which together shall constitute one and the same
instrument.
7.6 This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
FLORIDA PANTHERS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXXXX HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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