Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 48 261K
3: EX-10.11 Material Contract 2 13K
4: EX-10.12 Material Contract 5 24K
5: EX-10.27 Material Contract 5 22K
6: EX-10.28 Material Contract 4 21K
7: EX-10.29 Material Contract 5 24K
8: EX-10.30 Material Contract 5 25K
9: EX-10.31 Material Contract 5 25K
10: EX-10.32 Material Contract 5 25K
11: EX-10.33 Material Contract 3 16K
12: EX-10.34 Material Contract 2 14K
13: EX-10.35 Material Contract 3 17K
14: EX-10.36 Material Contract 19 106K
15: EX-10.37 Material Contract 4 26K
16: EX-10.38 Material Contract 6 35K
17: EX-10.39 Material Contract 6 30K
2: EX-10.7 Material Contract 2 12K
18: EX-23.1 Consent of Experts or Counsel 1 9K
19: EX-23.2 Consent of Experts or Counsel 1 9K
21: EX-27 Financial Data Schedule (Pre-XBRL) 2 9K
20: EX-99 Miscellaneous Exhibit 9 50K
EX-10.27 — Material Contract
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EXHIBIT 10.27
July 1, 1999
Mr. William F. Rolinski
President/CEO
Big Buck Brewery & Steakhouse, Inc.
P.O. Box 1430
550 South Wisconsin Street
Gaylord, MI 49734-5430
Re: NON-EXCLUSIVE FINANCING FOR BIG BUCK BREWERY & STEAKHOUSE, INC.
Dear Mr. Rolinski:
This letter of intent sets forth the preliminary terms and conditions
under which Private Equity ("Private Equity") would be willing to engage in the
debt financing and/or syndication of certain properties owned by Big Buck
Brewery & Steakhouse, Inc. and/or its affiliates ("Big Buck") and is not
intended to be a binding agreement except as described in paragraph 11 below.
Exhibit A, attached hereto and by this reference made a part hereof, describes
the Big Buck properties subject to this agreement.
1. SERVICES PROVIDED. Private Equity shall provide the following investment
banking services, as appropriate and necessary to complete the
transaction:
A. We will provide advice, recommendations and introductions regarding
financing options, market conditions and program structure. We will
assist in arranging up to $10,500,000 in term debt financing.
B. We will assemble with your cooperation and package the appropriate
documentation for use in funding the proposed financing package
detailing the proposed terms and conditions.
2. NON-EXCLUSIVITY. Big Buck and its affiliates agree to inform Private
Equity of any other firms or organizations that may be involved in raising
debt financing and supply a list of contacts so there will be no
duplication of work. This is a non-exclusive agreement between parties and
is recognized as such.
3. EXPENSES. Big Buck shall bear all reasonable costs and expenses approved
by Big Buck incident to the issuance of this debt financing, including but
not limited to: (as applicable) all costs and outside counsel fees
including the fees and expenses of our outside consultants; appraisals;
engineering and environmental reports; fees and expenses of counsel for
Private Equity.
4. COMPENSATION. Private Equity will collect a fee of five percent (5%) of
the total amount of the term funds. It is stipulated and agreed that such
compensation shall be deemed fully "earned" and payable immediately upon
your closing of debt funds.
5. DISCLOSURE/DUE DILIGENCE. Big Buck agrees to provide Private Equity and/or
its consultants with all information, including up-to-date financial data
on its operations. All such information shall be furnished in a timely
manner and shall be complete and accurate to the best of Big Buck's
knowledge. Big Buck authorizes Private Equity, its affiliates and/or
assigns to commence due diligence investigations, which in Private
Equity's
Mr. William F. Rolinski
July 1, 1999
Page 2
judgement would be required to complete the transaction. Big Buck will
allow prospective investors or participants the opportunity to ask
questions concerning the operations and financial statements as necessary.
6. CONFIDENTIALITY. Private Equity agrees to keep confidential all
information concerning Big Buck's business including but not limited to
its methods of operation, forms, correspondence and writings concerning
Big Buck's business disclosed in connection with this transaction
provided, however, that Private Equity may provide prospective
underwriters, selling group participants and/or investors information
which in Private Equity's judgment may be reasonably required by those
parties in making an informed investment decision. Big Buck agrees to keep
confidential any information concerning Private Equity's business
including Private Equity's industry contacts which it may introduce to Big
Buck without exception whatsoever.
7. TERM/NONCIRCUMVENTION. This agreement shall remain in full force and
effect for a period of one (1) year following the date of this letter,
unless otherwise terminated by either party as provided in paragraph 11
herein. Except as noted herein, during the term of this agreement, Big
Buck will not directly or indirectly attempt to complete similar
transactions with prospective investors introduced to Big Buck by Private
Equity. If such transaction is undertaken, Big Buck will pay Private
Equity, its affiliates or assigns, compensation as provided in paragraph 4
above, irrespective of Private Equity's involvement in such undertaking.
8. INDEMNIFICATION. Big Buck agrees to indemnify and hold harmless Private
Equity, its officers, directors, employees and affiliates against any
loss, claims, damages, and other liabilities, costs and expenses as may be
incurred (including without limitation, reasonable legal expenses) in
connection with any negligent or intentional or willful misrepresentation
by Big Buck. However, Big Buck will not be liable under this paragraph to
the extent that any loss, claim, damage or liability are finally
determined by a court of competent jurisdiction to have been the result of
gross negligence, willful misconduct, or intentional misrepresentation on
the part of Private Equity, its employees or affiliates; in which case
Private Equity shall similarly indemnify Big Buck.
9. TERMINATION/SURVIVAL. Either Big Buck or Private Equity may elect to
terminate this agreement as follows for any reason with sixty (60) days'
advance notice each to the other: (A) Should Big Buck unilaterally elect
to terminate the agreement. Big Buck agrees to pay its own expenses and
all other fees and expenses incurred pursuant to this letter, in
particular paragraph 3 above. (B) Should Private Equity unilaterally
terminate this agreement, it shall release Big Buck from its
noncircumvention obligations in paragraph 7 above, provided it receives
payment-in-full for all unreimbursed expenses it may have incurred to the
effective date of the termination, pursuant with paragraph 3 above. Except
as otherwise provided herein, requirements of confidentiality,
indemnification, and noncircumvention in paragraphs 6, 7, and 8 above,
shall survive termination of this agreement.
10. INTEGRATION. This letter contains all understandings and agreements of the
parties and supercedes any and all prior communication between the
parties, oral and written, and may be amended only by writing and signed
by both parties. While Private Equity has described in general the
features and costs of the proposed financing, the precise terms and
conditions and costs are subject to change based on market conditions and
the requirements of other parties as may be necessary to complete the
offering.
11. BINDING AGREEMENT, NOT A COMMITMENT. This letter shall be a binding
agreement with respect to paragraphs 2, 3, 4, 6, 7 and 8 but shall not
obligate Private Equity to take any action or execute any agreement until
it has reviewed all the financial and other information and, in its sole
discretion, deems
Mr. William F. Rolinski
July 1, 1999
Page 3
them to be acceptable and appropriate to undertake an offering. Nothing in
this agreement shall be construed as a commitment to underwrite or
distribute securities. Such an undertaking can only be made after
completion of the due diligence process, preparation of appropriate
documentation and successful establishment of a selling group.
12. NOTICE. Any notice to be given pursuant to this agreement may be effected
in writing by personal delivery, or by Certified U.S. Mail, addressed to
the other party at the address shown below. Service by mail shall be
deemed effective at the expiration of the fifth business day after
mailing. Each party may designate a substitute address by giving written
notice to the other party. Mailed notices shall be addressed as follows:
PRIVATE EQUITY 20550 Vernier Road, Suite 100
Harper Woods, Michigan 48225
ATTN: E. Michael Coleman, Director, Capital Markets
BIG BUCK P.O. Box 1430
550 South Wisconsin Street
Gaylord, Michigan 49734-5430
ATTN: William F. Rolinski, President/CEO
13. MISCELLANEOUS. In the event of a dispute under this agreement, the parties
agree to submit to binding arbitration under the rules established by the
American Arbitration Association. The prevailing party will be entitled to
receive reimbursement for all legal expenses and costs of enforcing this
agreement. This agreement shall be governed by the laws of the state of
Michigan.
14. EXECUTION IN COUNTERPARTS. This letter may be executed in any number of
counterparts, each of which shall be deemed an original, but such
counterparts together constitute only one and the same instrument. The
parties also agree that a duly executed counterpart transmitted by
facsimile shall have the same force and effect as the signed original.
Mr. William F. Rolinski
July 1, 1999
Page 4
This letter is solely for the benefit of the parties and may not be relied
upon by any other person or entity. If this letter correctly sets forth your
understanding of our agreement, please indicate your acceptance by signing and
returning to us the enclosed copy of this letter before July 2, 1999.
Very truly yours,
PRIVATE EQUITY LLC
/s/ E. Michael Coleman
-----------------------------
E. Michael Coleman
Director, Capital Markets
AGREEMENT ACCEPTED AND
AUTHORIZATION GIVEN TO PROCEED BY:
/s/ William F. Rolinski July 2, 1999
------------------------------------ -----------------------------
William F. Rolinski, President/CEO Date
Big Buck Brewery & Steakhouse, Inc.
EXHIBIT A
DEBT FINANCING
Term: To Be Determined
Amount: To Be Determined
Interest Rate: To Be Determined
A-1
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10KSB’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/31/00 | | | | | | | None on these Dates |
| For Period End: | | 1/2/00 |
| | 7/2/99 | | 4 |
| | 7/1/99 | | 1 | | 4 |
| List all Filings |
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