Exhibit 10.21
EXETER VENTURE MANAGEMENT CORPORATION
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 9, 1996
Golden State Acquisition Corp.
00 Xxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This letter sets forth the agreement and understanding (the "Agreement")
among Golden State Acquisition Corp. (together with its wholly-owned subsidiary,
Golden State Vintners ("GSV"), collectively "GSAC"), and Exeter Venture
Management Corporation ("Exeter"), regarding the performance by Exeter of
certain financial advisory services, as further described below.
1. GSAC hereby acknowledges the performance by Exeter of certain
financial advisory services to GSAC and its management with respect to certain
proposed debt and equity restructuring matters (collectively, the
"Transactions") which include, without limitation: (i) structuring and
negotiating the redemption of shares of GSAC's Class A Common Stock held by FAC,
Ltd. and shares of Class B Common Stock held by Exeter Equity Partners, L.P. and
Exeter Venture Lenders, L.P. (together, the "Exeter Partnerships"), (ii)
obtaining, structuring and negotiating the refinancing of a credit facility from
Sanwa Bank of California (the "Sanwa Refinancing"), (iii) structuring and
negotiating the refinancing of a credit facility from Xxxx Xxxxxxx Mutual Life
Insurance Company (the "Xxxxxxx Refinancing"), and (iv) certain other financial
and restructuring matters.
2. As consideration for the performance by Exeter of financial advisory
services in connection with GSAC's repurchase of: (i) 650,000 shares of Class A
Common Stock held by FAC, Ltd. for an aggregate price of $4,719,000 and (ii)
339,709 shares of Class B Common Stock held by the Exeter Partnerships for an
aggregate price of $2,466,287, GSAC shall, on or prior to the Closing Date, pay
to Exeter by wire transfer of immediately available funds, a fee in an amount in
cash equal to $125,000.
3. As consideration for the performance by Exeter of financial advisory
services in connection with: (i) the Sanwa Refinancing, including obtaining an
increase in the line of credit available to GSAC and GSV to $24,000,000, (ii)
the Xxxxxxx refinancing and (iii) certain other financial advisory and
restructuring matters, GSAC shall, on or prior to the Closing
Date, pay to Exeter by wire transfer of immediately available funds, a fee in an
amount in cash equal to $125,000.
4. As consideration for the performance of financial advisory services by
Exeter in connection with obtaining certain consents necessary to complete the
Transactions, GSAC shall, on or prior to the Closing Date, pay to Exeter by wire
transfer of immediately available funds, a fee in an amount in cash equal to
$125,000.
5. The parties hereto agree that Exeter has and may in the future perform
services contemplated hereunder as an independent contractor, retaining control
over and responsibility for its own operations and personnel. As a result of
this Agreement, neither Exeter nor its partners, employees or agents shall be
considered employees or agents of GSAC, nor shall any of them have authority to
contract in the name of or bind GSAC, in either case except as otherwise
expressly agreed to in writing by GSAC.
6. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
If the foregoing correctly sets forth the understanding and agreement
between Exeter and GSAC, please so indicate in the space provided below for this
purpose, whereupon this letter shall constitute a binding agreement.
EXETER VENTURE MANAGEMENT
CORPORATION
By: /s/ XXXXX X. XXX
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Name: Xxxxx X. Xxx
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Title: President
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Accepted and Agreed to
as of October 9, 1996:
GOLDEN STATE ACQUISITION CORP.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Director
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