Exhibit 10.10
MANAGEMENT AGREEMENT
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THIS MANAGEMENT AGREEMENT ("Agreement") is effective as of the 24th day of
August, 1999, by and between Frederick Brewing Co., a Maryland corporation
("FBC"), and Xxxxxx International Brewing Group, LLC, an Ohio limited liability
company ("SIBG").
WHEREAS, FBC and SIBG desire to enter into this Agreement to set forth the
terms upon which SIBG will provide management and consulting services to FBC.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Services. FBC engages SIBG to provide, and SIBG agrees to provide to
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FBC, such services as FBC may reasonably require with respect to (i) financial
planning, (ii) management support and consultation, (iii) capital expenditure
and strategic planning, (iv) marketing consultation, and (v) operational
matters, as well as such other services as FBC may reasonably request
(collectively, the "Services"). The Services will be provided on a regular
basis and at such other times and with respect to such matters as FBC may
reasonably request from time to time. The Services will be performed by the
officers and employees of SIBG, some of whom may also be officers and/or
employees of FBC (the "SIBG/FBC Officers/Employees"). During the Term (as
defined in Xxxxxxx 0 xxxxx), xxxx of the SIBG/FBC Officers/Employees shall
receive any compensation from FBC for services rendered to FBC.
2. Management Fee; Expense Reimbursement. As compensation for the
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Services rendered under this Agreement, FBC will pay to SIBG a fee (the
"Management Fee") of $30,000 per month during the Term. The Management Fee is
payable on the first day of each month. During the Term, FBC shall reimburse
SIBG for all reasonable out-of-pocket expenses incurred by SIBG in providing the
Services upon receipt of appropriate documentation evidencing such expenses.
3. Restrictions on Payments. Notwithstanding anything in this Agreement
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to the contrary, FBC's obligation to pay the Management Fee may, from time to
time, be subject to certain restrictions on the payment of such fees set forth
in the documents governing indebtedness of FBC for borrowed money (the "Credit
Documents"). In the event FBC cannot make a monthly installment or installments
of the Management Fee as a result of the restrictions described in the preceding
sentence, such unpaid amount or amounts will accrue for the benefit of SIBG (the
"Accrued Payments"), with interest thereon accruing at a rate equal to the rate
of interest from time to time in effect under the Credit Documents relating to
FBC's then most senior indebtedness. FBC agrees to pay to SIBG any and all
Accrued Payments and all accrued interest thereon, along with its regularly
scheduled monthly installments of the Management Fee, at such time as, and to
the extent that, the payment of such fees will not cause an "Event of Default"
under any of the Credit Documents.
4. Term. This Agreement will commence on the date hereof and will
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continue for a period of one (1) year from such date (the "Term"). On
completion of the initial Term, this Agreement will automatically renew for
successive one (1) year terms (the "Renewal Terms"), unless either party elects
to terminate this Agreement, effective at the completion of the initial Term or
any Renewal Term on written notice delivered to the other party at least thirty
(30) days prior to such effective date of termination.
5. Notices. All notices and other communications under this Agreement
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must be in writing and will be deemed to have been duly given when delivered by
hand, upon receipt of a telephonic facsimile transmission or sent by registered
or certified mail, return receipt requested, postage prepaid and addressed as
follows:
To FBC: Frederick Brewing Co.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: President
Telecopy No. (000) 000-0000
To SIBG: Xxxxxx International Brewing Group, LLC
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Managing Member
Telecopy No. (000) 000-0000
6. Complete Agreement. This Agreement constitutes the entire agreement
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between the parties with respect to the subject matter hereof and supersedes all
previous negotiations, commitments and writings with respect to such subject
matter.
7. Amendments. This Agreement may not be modified or amended except by
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an agreement in writing signed by both parties.
8. Governing Law. This Agreement will be governed by and construed in
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accordance with the laws of the State of Ohio without regard to the principles
of conflicts of laws thereof.
9. Assignment. Neither FBC nor SIBG may assign any of its rights or
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benefits under this Agreement without the prior written consent of the other.
This Agreement is binding on and will inure to the benefit of the parties and
their respective successors and permitted assigns.
10. No Third Party Beneficiaries. This Agreement is solely for the
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benefit of the parties hereto and should not be deemed to confer upon third
parties any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without reference to this Agreement.
11. Captions. Captions and section headings are used for convenience of
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reference only and are not part of this Agreement and may not be used in
construing it.
12. Enforceability. Any provision of this Agreement which is prohibited
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or unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such
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prohibition or unenforceability without invalidating the remaining provisions
hereof. Any such prohibition or unenforceability in any jurisdiction will not
invalidate or render unenforceable such provision or remedies otherwise
available to any party hereto.
13. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which will be deemed to be an original but all of which
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
XXXXXXXXX BREWING CO.
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chief Financial Officer
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XXXXXX INTERNATIONAL BREWING
GROUP, LLC
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxxx
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Its: President
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