Guaranty Release Agreement - GBC Liquidating Corp. and Boston Beer Corp.
GUARANTY RELEASE AGREEMENT
THIS AGREEMENT (this "Agreement") is made this 22nd day of April, 2002 by
and between GBC Liquidating Corp., formerly known as The Genesee Brewing
Company, Inc., a New York corporation ("Genesee"), and Boston Beer Corporation,
d/b/a/ The Boston Beer Company, a Massachusetts corporation, ("Boston Beer").
RECITALS:
WHEREAS, Genesee and Boston Brewing Company, Inc., a Massachusetts
corporation, for itself and as the sole general partner of Boston Beer Company
Limited Partnership, a Massachusetts limited partnership (collectively,
"BBCLP"), were parties to an Amended and Restated Agreement dated as of April
30, 1997 (the "Production Agreement"), under which Genesee agreed to supply
BBCLP, and BBCLP agreed to purchase from Genesee, certain malt beverage
products;
WHEREAS, Genesee assigned the Production Agreement to High Falls Brewing
Company, LLC, formerly known as Monroe Brewing Co., LLC ("High Falls") pursuant
to an Assignment and Assumption Agreement by and between Genesee and High Falls
dated December 15, 2000 (the "Assignment Agreement"); and
WHEREAS, as a condition of its consent to assignment of the Production
Agreement to High Falls pursuant to the Assignment Agreement, BBCLP required
Genesee to guarantee High Falls' performance of the Production Agreement
pursuant to the terms of a Guaranty by Genesee in favor of BBCLP dated December
15, 2000, a copy of which is attached hereto as Exhibit A (the "Guaranty"); and
WHEREAS, on December 31, 2000, BBCLP transferred all of its assets and
liabilities to Boston Beer and consequently Boston Beer assumed the rights and
obligations of BBCLP under the Production Agreement; and
WHEREAS, Boston Beer is willing to release and discharge Genesee from its
obligations under the Guaranty in consideration of a lump sum payment by Genesee
to Boston Brewing.
PROVISIONS:
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, Genesee and Boston Beer hereby agree as follows:
1. CONSIDERATION FOR RELEASE. In consideration for the release from the
Guaranty more fully described in Section 2 of this Agreement,
Genesee agrees to pay to Boston Beer * Dollars ($*) by wire transfer
of immediately available funds to an account identified in writing
by Boston
[*] Indicates that information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.
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Beer, which payment shall be made within two (2) business days after
execution of this Agreement by both parties hereto.
2. RELEASE FROM GUARANTY. Upon receipt by Boston Beer of the payment
described in Section 1 of this Agreement, Boston Beer does hereby
irrevocably release and discharge Genesee, Genesee Corporation,
their respective officers, directors and employees, and their
respective successors and assigns, (collectively, "Releasees") from
any and all: (a) obligations, duties, covenants and responsibilities
under the Guaranty or the Production Agreement; and (b) claims,
demands, actions, causes of action, debts, costs and liabilities
whatsoever whether in law or equity, which Boston Beer ever had, now
has or hereafter can, shall or may have against Releasees arising
from or related to the Guaranty or the Production Agreement.
3. ENTIRE AGREEMENT; AMENDMENTS OR MODIFICATION. This Agreement
constitutes the entire agreement between the parties regarding the
subject matter hereof. This Agreement may not be amended or modified
except in writing executed by both parties.
4. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
5. GOVERNING LAW. This Agreement, as well as all rights and obligations
of the parties hereto, shall be governed, construed and interpreted
according to the internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
GBC LIQUIDATING CORP.
By: ________________________________
Name: ________________________________
Title: ________________________________
BOSTON BEER CORPORATION
By: ________________________________
Name: ________________________________
Title: ________________________________