MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is entered into as of this
31st day of May, 1997 by and between Golden State Vintners, a California
corporation (the "Company"), and Xxxxxxx Xxxxxxx & Xxxxx Partners L.P., a
Delaware limited partnership ("FBB").
R E C I T A L S:
A. FBB and its partners and affiliates have financial, capital raising,
operational and managerial expertise that will assist the Company with its
development, growth and expansion.
B. The Company wishes to engage FBB to provide financial advice and
consultation, pursuant to the terms of this Agreement, and FBB wishes to accept
such engagement.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the above-stated premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. ENGAGEMENT OF FBB; SERVICES RENDERED. The Company hereby engages FBB
to advise the Company from time to time with respect to all matters concerning
the fund raising, growth, development, expansion and operations of the Company
and FBB hereby accepts such engagement. In that regard, FBB will (a) provide
assistance to the Company with respect to any and all fund raising activities
undertaken from time to time by the Company, (b) introduce the Company to
investment bankers and secured and mezzanine lenders, (c) oversee the initial
public offering of the Company's common stock, (d) provide guidance to the
Company in the domestic capital marketplace, (e) assist the Company with its
regular quarterly presentations to financial analysts and related capital market
professionals,(f) advise the Company regarding the potential refinancing of its
senior and subordinated indebtedness, (g) advise the Company regarding its plans
for domestic and international expansion and (h) otherwise provide such advice
and consultation to the Company as may be reasonably requested.
2. MANAGEMENT FEE. In connection with the services rendered by FBB to
the Company pursuant to this Agreement, FBB shall receive an annual fee of
$125,000 payable in equal monthly installments during the term of this
Agreement.
3. TERM. This Agreement shall continue for a period of five years from
the effective date hereof, unless extended or terminated by the mutual agreement
of the parties prior to the expiration of such term.
4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
5. EFFECTIVE DATE. For all intents and purposes, this Agreement shall be
deemed effective as of October 10, 1996.
6. COUNTERPARTS. This Agreement may be executed in two or more
counterparts with the same effect as if all parties hereto had signed the same
document. All counterparts so executed shall be deemed to be an original, shall
be construed together and shall constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
THE COMPANY: GOLDEN STATE VINTNERS
By: /s/ Xxxxxxx X. X'Xxxxx
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Xxxxxxx X. X'Xxxxx
Chief Executive Officer
FBB: XXXXXXX XXXXXXX & XXXXX PARTNERS L.P.
By: Xxxxxxx Xxxxxxx & Xxxxx Venture
Advisor Co., General Partner
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Office of the President
2.
