EXHIBIT 10.15
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), dated as of July28,
2000, between Citadel Cinemas, Inc., a Nevada corporation (the "Company"), and
City Cinemas Corporation, a New York corporation (the "Administrator").
W I T N E S S E T H
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WHEREAS, the Company and Xxxxxx Xxxx Capital, L.L.C., a New York limited
liability company and an affiliate of the Administrator ("Xxxxxx Hill Capital"),
have entered into a certain lease agreement, dated as of the date hereof (as the
same may be amended, restated, modified or supplemented from time to time, the
"Lease Agreement"), pursuant to which the Company has leased certain movie
theatres listed on Exhibit A attached hereto (the "Leased Theatres") from Xxxxxx
Xxxx Capital;
WHEREAS, the Company and Xxxxxx Hill Capital have entered into a
Submanagement Agreement, dated as of the date hereof (as the same may be
amended, restated, modified or supplemented from time to time, the
"Submanagement Agreement"), pursuant to which Citadel Cinemas has agreed to
submanage the theatre commonly known as the 00xx Xxxxxx Theatre which is
currently managed by Xxxxxx Xxxx Capital;
WHEREAS, the Company and the Administrator have entered into certain
assignment and assumption agreements each dated as of the date hereof
(collectively referred to as the "Assignment and Assumption Agreements"),
pursuant to which the Company has assumed all of the obligations of the
Administrator from and after the date hereof under the management agreements
with respect to the theatres listed on Exhibit B attached hereto (collectively
referred to as the "Managed Theatres");
WHEREAS, the Company and the Administrator have entered into a Letter
Agreement, dated as of the date hereof (as the same may be amended, restated,
modified, or supplemented from time to time, the "Letter Agreement"), pursuant
to which the Company has agreed to assume all of the obligations from and after
the date hereof of the Administrator with respect to the employees listed on
Exhibit B attached thereto;
WHEREAS, as part of the consideration for the Company entering into the
Lease Agreement, the Submanagement Agreement, the Assignment and Assumption
Agreements and the Letter Agreement, the Company has requested that the
Administrator, an affiliate of Xxxxxx Hill Capital, provide certain bookkeeping
services for the Company for a period not to exceed two years from the date
hereof; and
WHEREAS, the Administrator is willing to provide such services as
hereinafter described on the terms and conditions herein set forth;
NOW, THEREFORE, the parties hereto, intending to be legally bound and in
consideration of the premises and the mutual covenants herein contained, agree
as follows:
Intentionally deleted.
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3. Bookkeeping Services. The Administrator hereby agrees to perform the
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following services on behalf of the Company and its affiliates (including its
parent Citadel Holding Corporation, a Nevada corporation ("Citadel")):
(a) maintain books of account based upon the Administrator's ordinary
accounting practices at its offices in Los Angeles, California, with
respect to the theatres listed on Exhibits A and B hereto (hereinafter
collectively referred to as the "Designated Theatres");
(b) make available to properly authorized representatives and agents
of the Company said books of account during all reasonable business
hours upon reasonable written notice;
(c) furnish the Company with a trial balance, a balance sheet and a
monthly profit and loss statement in a form normally and customarily
used by the Administrator and consistent with those currently provided by
the Administrator within fourteen (14) days after the close of each month.
The profit and loss statement shall be in a form which shall show all
receipts and expenses of each Designated Theatre for the preceding month;
(d) furnish the Company with preliminary weekly reports of gross
income within a reasonable period after the close of each week;
(e) retain all statements and invoices for the expenses of the
Designated Theatres which the Administrator receives from the Company
for a period of at least three (3) years and make available such statements
to the Company and its agents during all reasonable business hours upon
reasonable written notice;
(f) as soon as practicable, but in any event within forty five (45)
days of the end of each fiscal year, prepare and furnish to the
Company a trial balance, a balance sheet, a statement of cash flows and a
profit and loss statement based upon generally accepted accounting
principles consistently applied. The profit and loss statement shall show
the gross income and actual expenses of each Designated Theatre for the
immediately preceding fiscal year. The Administrator agrees to cooperate
with the Company's and Citadel's independent public accountants in the
preparation of their audited financial statements.
(g) provide similar information quarterly within twenty-five (25)
days after the end of each of the first three fiscal quarters of each
fiscal year;
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(h) deliver such information as may be necessary for the Company to
file in a timely manner such income, franchise, payroll (if the
Administrator is providing payroll services pursuant to clause (i) below)
or other tax returns of the Company as the Company shall determine is
required to be filed by applicable law;
(i) [omitted]
(j) prepare and deliver to the Company for signature checks for
payment of all expenses with respect to the operation of the Designated
Theatres as shall have been approved for payment by the Company, such
checks to be drawn on such bank account or accounts as the Company may
designate from time to time (and the Company shall provide to the
Administrator a supply of checks on such account or accounts for this
purpose); and
(k) cooperate with and assist the Company's and Citadel's auditors in
connection with the audit of the Company to be performed by such auditors
at the end of each fiscal year of the Company occurring after the date
hereof and at least three (3) copies of the documents presented to the
auditors shall be furnished to the Company as soon as available to permit
Citadel to meet any public reporting requirements as may be applicable to
it, and in no event later than forty-five (45) days following such fiscal
year of the Company.
The Administrator may delegate any or all of such duties to its affiliate
Pacific Theatres, Inc. (the "Delegee").
Term. This Agreement shall commence on the date hereof and shall
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terminate upon the earlier to occur of (i) the twenty four month anniversary of
the date hereof or (ii) the exercise of the Company's right to terminate this
Agreement.
The Administrator's Liability; Indemnification.
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(a) Neither the Administrator, the Delegee, nor any of their
directors, officers, employees or affiliates shall be liable for any loss,
liability, claim, damage, penalty, judgment or expense arising out of their
performance of, or failure to perform, any services pursuant to this
Agreement, except in the case of the gross negligence or willful misconduct
of the Administrator, the Delegee or any of their directors, officers,
employees or affiliates, and none of the Administrator, the Delegee, nor
any of their directors, officers, employees or affiliates shall be liable
or responsible for any action of the Company or its affiliates, employees,
directors, officers or employees.
(b) The Company shall indemnify and hold harmless the Administrator,
the Delegee, and their directors, officers, employees and affiliates from
and against any loss, liability, claim, damage, penalty, judgment or
expense (including reasonable attorneys'
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fees and expenses) of any nature arising out of the performance or failure
to perform any services pursuant to this Agreement, except in the case of
the gross negligence or willful misconduct of the persons indemnified
hereunder.
(c) The Administrator shall indemnify and hold harmless the Company
and the directors, officers, employees and affiliates of the Company
from and against any loss, liability, claim, damages, penalty, judgment or
expense (including reasonable attorneys' fees and expenses) of any nature
arising out of the gross negligence or willful misconduct of the
Administrator or the Delegee in the performance of its obligations
hereunder.
(d) The obligations of the parties under this Section 4 shall survive
any termination of this Agreement, in whole or in part. Neither party shall
be liable for consequential, punitive or special damages hereunder, whether
claimed by the other party hereto or any other person or entity.
Obligation to Supply Information. The Company shall prepare and
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supply the Administrator of the Delegee with such information as the
Administrator or the Delegee may from time to time reasonably request in
connection with the performance of its obligations hereunder.
[Omitted]
Out-of-Pocket Expenses. The Administrator shall be entitled to
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recover from the Company all reasonable out-of-pocket expenses actually incurred
by the Administrator or the Delegee in connection with performing its
obligations hereunder upon the presentation of an invoice and reasonable
documentation for the expenses incurred. Notwithstanding anything contained in
the foregoing to the contrary, the Administrator and the Delegee may not make
any expenditures in excess of $15,000 without the consent of the Company.
Reliance on Information Obtained for or Supplied by the Company and
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Third Parties. The Company recognizes that the accuracy and completeness of the
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records maintained and the information supplied by or on behalf of the
Administrator hereunder are, to a large degree, dependent upon the accuracy and
completeness of the information obtained from the Company and other third
parties, including, without limitation, the Company and its affiliates, and the
Administrator shall not be responsible for any inaccuracy in the information so
obtained (including invoices received by the Administrator) or for any
inaccuracy in the records maintained by or on behalf of the Administrator for
the Company or any of its affiliates hereunder which may result therefrom.
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Notices. All notices required under the terms and provisions hereof
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shall be in writing, either delivered by hand, by mail (postage prepaid), or by
telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below:
If to the Company:
Citadel Cinemas, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: President
If to the Administrator:
City Cinemas Corporation
000 Xxxxx Xxxxxxxxx Xxxx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
or if to either of the foregoing parties, or their successors, at such other
address as such party or successors may designate from time to time by notice
duly given to the other in accordance with the terms of this Section 9.
4. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto with respect to the matters covered hereby and
supersedes all prior agreements and understandings between the parties.
Amendment; Successors; Counterparts.
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(a) The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by
written instrument signed by the parties hereto.
(b) This Agreement shall be binding upon the parties hereto and their
respective successors and shall inure to the benefit of the parties hereto
and their respective successors.
(c) This Agreement may be executed in several counterparts, each of
which shall be deemed an original hereof.
5. Captions. The captions in this Agreement are for convenience of
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reference only and shall not define or limit any of the terms or provisions
hereof.
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[The Remainder of This Page Intentionally Left Blank]
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6. Binding Effect. This Agreement shall become effective when it shall
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have been executed by the Company and the Administrator and thereafter shall be
binding upon and inure to the benefit of the parties hereto.
7. Assignment. This Agreement shall not be assigned by the Company or
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the Administrator without the prior written consent of the other, which consent
can be withheld or denied in the sole and absolute discretion of the party whose
consent is requested.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
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ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
Waiver of Jury Trial. THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
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EXPRESSLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ENFORCING OR DEFENDING ANY RIGHTS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CITADEL CINEMAS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxx
Title: Chief Financial Officer
CITY CINEMAS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Secretary
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EXHIBIT A
LEASED THEATRES
1. The Village East Cinemas located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
2. The Xxxxxx Theatre located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
3. The Xxxxxx Xxxx Theatre located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
4. Cinemas 1, 2 and 3 located at 0000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
EXHIBIT B
MANAGED THEATRES
1. 00xx Xxxxxx Quad Theatre located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
2. Eastside Playhouse located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
3. Gotham Theatre located at 000 Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
4. The Angelika Film Center - New York, New York.
5. The Angelika Film Center & Cafe - Houston, Texas.
6. The St. Xxxxxxx Main - Minneapolis, Minnesota.
7. The Village East Cinemas located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
8. The Xxxxxx Theatre located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
9. The Xxxxxx Xxxx Theatre located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
10. Cinemas 1, 2 and 3 located at 0000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
