Exhibit 10.87
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement"), effective as of the 1st
day of July, 1999, is entered into by and between SANTA FE GAMING
CORPORATION, a Nevada corporation ("SGC"), and SANTA FE HOTEL INC., a Nevada
corporation ("SFHI")
WHEREAS, SFHI owns and operates a casino-hotel resort situated in Las
Vegas, Nevada; and
WHEREAS, SFHI may, from time to time, engage in certain other business
operations which are related to, or an adjunct to, its casino-hotel
operations; and
WHEREAS, SGC and its management are experienced in corporate
administration and in developing, directing, managing, and supervising
casino-hotel resort operations, including services ancillary thereto; and
WHEREAS, SGC has historically provided management services to SFHI, and
SFHI has compensated SGC for those services; and
WHEREAS, SFHI desires to formalize the terms under which SGC will
continue to render management services to SFHI, as more fully described
hereinbelow; and
WHEREAS, SGC desires to continue to render management services to
SFHI, on the terms and for the consideration described hereinbelow; and
WHEREAS, SFHI will utilize in its operations certain valuable and
unique trademarks, service marks, trade names, and logos which are the
exclusive property of SGC, for which it desires to compensate SGC as
described hereinbelow;
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein and intending to be legally bound hereby, SGC and SFHI agree as
follows:
1. MANAGEMENT SERVICES TO BE FURNISHED.
1.1 SFHI hereby engages SGC to render the following management
services (referred to collectively hereinafter as the "Management Services"):
a. Executive services, including review and evaluation of
SFHI's results of operations and development of appropriate strategies,
programs, and long-range plans designed to improve such results;
b. Financial services, including financial planning;
development of policies for preparation and supervision of budgets, review and
evaluation of budget preparation, and budget supervision; development of
standards and procedures for internal audits, and supervision and review and
evaluation of internal studies; development of policies, standards, and
procedures for accounting, and supervision and review and evaluation of all
accounting work; retention and evaluation of independent auditors; investment of
cash, securities, and other funds not presently utilized in operations;
development and implementation of capital financing plans, including retention
of investment bankers, evaluation and implementation of proposals to raise
capital through public or private offerings of securities and through banks or
other institutional lenders and development and implementation of proposals to
refinance, redeem, or otherwise reconstitute existing indebtedness;
c. Data processing services, including development of
policies, standards, and procedures governing data processing operations,
creation, and acquisition of software programs, supervision of all software
and hardware acquisitions, and review and evaluation of all data processing
systems and operations;
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d. Legal services, including retention, and evaluation of
outside legal counsel, consultation and assistance with respect to all legal
and regulatory matters, and supervision and evaluation of all legal matters;
e. Marketing services, including development and
supervision of marketing, advertising, and public relations programs;
f. Tax planning and compliance services, including federal
and state tax return preparation and review, and tax planning and
consultation as required;
g. Site selection services, including evaluation and
consultation on the selection of prospective sites for new projects and
negotiations of real property acquisitions; and
h. Administrative services, including supervision of
personnel matters, development and implementation of appropriate employee
benefit plans; evaluation and acquisition, on behalf of SFHI, of insurance
policies and establishment of standards and policies related to all insurance
and insurance-related matters; development of standards and policies related
to safety programs and supervision of such programs; and such other
administrative services as may be agreed to by the parties.
1.2 Any Management Services to be performed for SFHI hereunder may be
performed, at SGC's sole discretion, by any subsidiary of SGC.
1.3 The services to be performed pursuant to this Agreement may be
modified, increased, or decreased by an amendment to this Agreement, executed
in accordance with Section 5.1 hereof.
1.4 Except to the extent that reimbursement to SGC shall be required
pursuant to Section
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3.2 hereof, SGC shall bear the cost of acquisition and maintenance of such
capital equipment as may be necessary to perform the Management Services.
SGC shall also bear the expense of all salaries, bonuses, and other
compensation to be paid to such personnel as may be engaged to render the
Management Services. All such persons shall be deemed to be officers,
employees, agents, or contractors of SGC, and SFHI shall not be responsible
in any manner for their compensation or for withholding of federal or state
income taxes in connection with their employment or engagement. To the
extent that any such persons must be licensed or approved by the gaming
authorities in the State of Nevada in order to perform the Management
Services, SFHI shall bear the expense of obtaining such regulatory approvals,
and SGC shall cooperate fully in order to obtain all necessary regulatory
approvals.
1.5 SGC shall, to the extent feasible, perform the Management Services
at its facilities situated in the State of Nevada. Upon the request of SGC,
SFHI shall make available its officers, employees, books and records as may be
necessary for SGC to perform the Management Services. To the extent
practicable, such persons and documents shall be made available to SGC at its
facilities in the State of Nevada.
2. LICENSE OF TRADEMARKS, ETC. SGC hereby grants to SFHI a nonexclusive
license (the "License") to use each of SGC's trademarks, service marks, trade
names, and logos in the operation of SFHI's business. SGC shall have the
right to control the nature and quality of the goods and services in
connection with which said trademarks, service marks, trade names, and logos
are used. Such use by SFHI shall inure to the benefit of SGC.
3. CONSIDERATION. In consideration of SGC's furnishing the Management
Services and granting the License, SFHI shall pay to SGC a management fee
(the "Management Fee") as
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provided in this Section 3.1, and shall reimburse SGC for expenses as
provided in Section 3.2. The Management Fee shall include a fixed payment
per month of One Hundred Twenty Thousand Dollars ($120,000) commencing upon
the effective date of this Agreement (the "Base Fee"), and a variable
payment per month equal to 2% of gross revenues of SFHI for the preceding
month; ( the "Variable Fee"), provided SFHI's EBITDA (earnings before
interest, taxes, depreciation, amortization, rent and the Management Fee) for
the twelve months ending on the last day of the relevant month is in excess
of $20.0 million; provided that in no event will the aggregate amount of the
Variable Fee payable under the Agreement exceed One Million Five Hundred
Thousand Dollars ($1,500,000) for a twelve consecutive month period. The
Base Fee and Variable Fee shall be paid on a monthly basis, not later than
ten (10) days after the end of each month during the term of this Agreement.
The aggregate Variable Fee for any fiscal year shall be adjusted, based on
audit, as may be appropriate, for any underpayments or overpayments of the
Variable Fees during the relevant fiscal year. If, based on audit, it is
determined that an additional amount of Variable Fee is payable with respect
to any fiscal year, SFHI will pay to SFG the additional amount within 10 days
of the date of determination. If, based on audit, it is determined that an
overpayment of Variable Fees has been made with respect to any fiscal year,
the amount overpaid will be offset against Management Fees otherwise payable
in succeeding month(s) until the overpayment is offset in full. At the
option of SFHI, SFHI may make prepayments of the Base Fee and/or Variable Fee
to SGC, subject to subsequent adjustment. The Base Fee and the Variable Fee
shall hereinafter be collectively referred to herein as the "Management Fee."
3.2 In addition to the Management Fee, SGC shall be entitled to be
reimbursed by SFHI for all out-of-pocket expenses incurred in connection with
rendering the Management Services.
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However, such out-of-pocket expenses shall not include payments of salaries,
bonuses, or other compensation to personnel or the cost of acquisition and
maintenance of capital equipment, which expenses and costs shall be borne by
SGC in accordance with Section 1.4 hereof; provided, however, that to the
extent SGC (or any subsidiary of SGC) shall make available to SFHI its
corporate computer hardware or software, SFHI shall be obligated to
reimburse SGC for the portion of its total costs, both direct and indirect,
associated with such equipment and software which are allocable to such use
by or for the benefit of SFHI. All reimbursements pursuant to this Section
3.2 shall be made quarterly, at the same time as the Management Fee shall be
paid.
4. TERM. This Agreement shall continue in effect unless and until
terminated by either party upon not less than ninety (90) days' written notice
to the other party.
5. AMENDMENTS.
5.1. This Agreement may be amended by an instrument in writing,
approved by the Board of Directors of SGC or an appropriate committee thereof,
and SFHI or an appropriate committee thereof, and executed by the Chief
Executive Officer or Chief Financial Officer of each of the parties.
6. MISCELLANEOUS PROVISIONS.
6.1 ASSIGNMENT. This Agreement may not be assigned by either party
without the express written consent of the other party. SGC agrees that, so
long as this Agreement shall remain in effect, it shall not enter into any
merger, consolidation, or reorganization unless the entity surviving such
transaction shall agree to be bound by this Agreement.
6.2 NOTICES. Any and all notices or other communications required or
permitted by this Agreement shall be effected by personal delivery in writing of
such notice or, if by mail, five (5)
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days after such notice has been placed in the United States mail, postage
prepaid, properly addressed as follows:
To SGC at:
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
To SFHI:
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
6.3 GOVERNING LAW. This Agreement and its enforcement shall be
governed by the laws of the State of Nevada as the same are applied to
contracts executed or to be performed within such State.
6.4 SEVERABILITY. In case any provision contained in this Agreement
shall be held to be illegal, invalid, or unenforceable, the legality,
validity, and enforceability of all remaining provisions shall not be in any
way affected or impaired thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in their respective corporate names by an officer duly authorized,
all as of the date first above written.
SANTA FE GAMING CORPORATION,
a Nevada corporation
By: Xxxx X. Xxxxxx
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Its: President, CEO
SANTA FE HOTEL, INC.
a Nevada corporation
By: Xxxxxx X. Land
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Its: Senior Vice President/Chief Financial Officer
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