DRAFT PROPOSED VERSION 

BEVERAGE CONCESSION 

MANAGEMENT SERVICES AGREEMENT

This BEVERAGE CONCESSION MANAGEMENT SERVICES AGREEMENT

(this “Agreement”) effective ____ day of __________, 2024 (the “Effective Date”) is made

and entered into by and between Alamo Lake Highlands, a Delaware limited liability company 

(“Manager”) and [DEBTOR NAME], a Texas limited liability company (“Permittee”).

W I T N E S S E T H:

WHEREAS, Permittee, acting through its designated trustee, has filed Chapter 7 

bankruptcy protection and desires to preserve its value for the benefit of its creditors; 

WHEREAS, Manager has acquired the assets of Permittee through said bankruptcy 

proceeding used in the operation of the Alamo Drafthouse Cinema located at 6770 Abrams Rd., 

Dallas, TX 75231 (the “Facility”);

WHEREAS, Permittee is the holder of certain permits issued by the Texas Alcoholic 

Beverage Commission (the “Commission”), which are active and in good standing with the State 

of Texas and bearing AIMS License # 105567126, authorizing the sale of beer, ale, wine, and 

distilled spirits (collectively, “Alcoholic Beverages”) at the Facility;

WHEREAS, Manager desires to grant Permittee to operate and Permittee desires to 

operate a business for the retail sale of Alcoholic Beverages at the Facility until such time as 

Manager or its designee has obtained the licenses and/or permits required to sell Alcoholic 

Beverages there for its own account;

WHEREAS, Permittee desires to provide for the adequate management of its concession 

as well as for those services necessary and incidental to its business at the Facility and desires 

to contract with Manager for such purposes; and 

WHEREAS, Manager has the personnel and service facilities necessary to provide 

efficient management of Permittee’s concession and to provide such services as may be 

incidental or necessary thereto, and desires to provide such management and services to 

Permittee.

NOW, THEREFORE, for and in consideration of these premises and for other good and 

valuable consideration, it is agreed as follows: 

1. Agreement. Manager and Permittee agree the recitals listed above are true and 

accurate and Manager and Permittee hereby agree with one another to provide the services as 

set forth herein, on the terms and subject to the conditions as hereinafter set forth. 

2. Grant of Concession; Access to Facility. Manager hereby grants to Permittee, and 

Permittee does hereby accept from Manager, those certain rights and privileges giving rise to a 

concession to sell Permittee’s Alcoholic Beverages at the Facility (the “Concession”), subject to 

the terms and conditions of this Agreement. Manager shall provide Permittee with access to the 

Facility, all personnel, equipment and facilities in order for Permittee to maintain,

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operate and conduct the Concession. Manager shall give to Permittee control of the sale of 

Alcoholic Beverages. Permittee renounces, disclaims and denies any right, title, or interest in 

and to the improvements, machinery, equipment and fixtures situated in the Facility, other than 

the right to use such improvements, machinery, equipment and fixtures to the extent necessary 

for the conduct of the Concession. 

3. Responsibility for Operations. Permittee shall have the following 

responsibilities, rights, duties and obligations: 

(A) Permittee shall conduct the Concession in compliance with all applicable 

federal, state or local laws relating to the sale of the Alcoholic Beverages, including, but not 

limited to, the Texas Alcoholic Beverage Code (the “Code”) and the rules promulgated by the 

Commission thereunder (the “Rules”).

(B) Permittee shall bear all costs and expenses of maintaining all necessary 

permits and licenses to operate the Concession at the Facility during the term hereof, provided, 

however, that such costs and expenses shall be paid for solely from revenue generated from the 

Concession.

(C) Permittee shall have authority with respect to the purchase and sale of all 

Alcoholic Beverages at the Facility and transportation of all Alcoholic Beverages to the Facility.

(D) Permittee shall not interfere with the non-Alcoholic Beverage operations

of Manager at the Facility.

(E) Permittee shall (i) submit or cause to be submitted its alcoholic beverage 

permits for the Facility to the Commission upon receipt of notice from Manager that the 

Commission is prepared to accept its permits for surrender in accordance with Manager’s

instructions . 

4. Duties of Manager. 

(A) At Permittee’s direction, Manager agrees to perform such management 

functions and services as are reasonable or necessary for the good and efficient management of 

Permittee’s Concession at the Facility.

(B) Manager, for the account, and at the direction, of Permittee, shall manage 

the Concession at the Facility, including, but not limited to, inventory management, storage, 

pricing, and sale of Alcoholic Beverages, and the collection of all sales tax due thereon. 

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(C) Manager shall maintain separate and complete books of account for 

Permittee with correct entries for all receipts and expenditures of any form or manner and 

located at such place as required by law and as designated by Permittee. Permittee shall be the 

owner of such books of account, and such books of account shall be open to inspection by 

Permittee or Permittee’s designee at any reasonable time after notification to inspect has been 

given by Permittee to Manager. 

(D) Manager shall prepare and timely submit, from time to time, on 

Permittee’s behalf such reports, returns, notices or other filings (collectively, “Reports”) as may 

be (i) reasonable, necessary, proper or ordinary in, (ii) required by any governmental permit 

issued to Permittee for, and/or (iii) required by any contract or agreement to which Permittee is 

a party with respect to, the operation of Permittee’s Concession at the Facility during the term 

of this Agreement. Manager shall have no obligation in the preparation or filing of Reports 

concerning Permittee’s operations at the Facility other than as set forth in the last sentence 

hereof. In the event that the Effective Date is other than the first day of a month, Permittee agrees

(i) to provide Manager with all information concerning Permittee’s sales and service of 

Alcoholic Beverages during that month prior to the Effective Date and (ii) to deliver to Manager 

funds equal to Permittee’s liability for (a) Mixed Beverage Gross Receipts Tax due from the sale 

of Alcoholic Beverages, (b) Use Tax due from the delivery of complimentary Alcoholic 

Beverages, and (c) Mixed Beverage Sales Tax collected from its customers during said month 

to Manager by the tenth (10th) of the following month to allow Manager to incorporate this 

information and these funds into Permittee’s Mixed Beverage Gross Receipts Tax Return, its 

Use Tax Return (if any) and its Mixed Beverage Sales Tax Return due for said month. Terms in 

this subsection that are not defined shall have the meaning generally used and attributable to 

such terms in the Code. 

(E) Manager shall receive and hold in trust as the sole property of Permittee 

all monies and income received from or in connection with the Concession of Permittee 

conducted at the Facility, depositing the same as often as practicable, but no less often than once 

per month, in such segregated bank account as shall be designated by Permittee after consulting 

with Manager (the “Concession Accounts”). Managershall pay all reasonable expensesincurred 

on behalf of Permittee in its management of the Concession as same become due and payable 

from funds deposited into such bank accounts. Such expenses shall not include any fines or 

penalties levied by any governmental authority having jurisdiction over the operation of the 

Concession arising as a consequence of Manager’s actions hereunder, payment of which shall 

remain Manager’s sole responsibility.

(F) Manager, as needed upon direction from Permittee, shall hire, fire, and 

supervise any and all personnel as may be qualified and necessary for the efficient and economic 

operation of Permittee’s business and discharge such employee or employees as should be 

discharged. All persons involved in the sale of alcoholic beverages in the Concession shall hold 

a currently-effective certificate issued by the Commission evidencing such person’s successful 

completion of a Commission-certified Seller Training Program in accordance with the 

provisions of Section 106.14 of the Code and the Rules. Manager agrees that it will (a) require 

its employees and agents to abide by Manager’s alcoholic beverage policies and procedures, 

which shall include employees and agents abiding by commercially reasonable practices and (b) 

comply with all other applicable provisions of the Code and Rules to ensure that Permittee is at

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all times in full compliance with the requirements of the Code and the Rules to obtain the 

benefits afforded under Section 106.14, as same may be amended from time to time. 

(G) During the term of this Agreement, Manager shall also obtain and 

maintain liability insurance which includes coverage against liability arising out of the Alcoholic 

Beverage operations conducted at the Facility (including “dram-shop liability”), as follows: 

Comprehensive General Liability $1,000,000

Excess Liability $1,000,000

All such policies shall cover all claims arising during the term of this Agreement, regardless of 

when such claims are made or brought. Permittee shall bear its share of the costs of all such 

policies in accordance with Section 5. Any policy providing for such insurance shall name 

Permittee as an additional named insured and shall not be amended. 

(H) MANAGER AND FRANCHISEE ENTITY SHALL HOLD 

PERMITTEE AND PERMITTEE’S OFFICERS, MANAGERS, EMPLOYEES, 

REPRESENTATIVES, AGENTS AND MEMBERS (COLLECTIVELY, “INDEMNITEES”)

HARMLESS AND INDEMNIFY AND DEFEND INDEMNITEES FROM AND AGAINST

ANY AND ALL CLAIMS, INCLUDING CLAIMS OF ANY EMPLOYEES FOR ANY 

WAGES, BONUSES, SEVERANCE, BENEFITS OR PERSONAL INJURIES THAT 

WOULD OTHERWISE BE COMPENSABLE UNDER THE TEXAS WORKER’S 

COMPENSATION STATUTES, DEMANDS, CAUSES OF ACTION, FINES, PENALTIES, 

LOSSES AND LIABILITIES OF WHATEVER KIND WHICH ARISE OUT OF OR RELATE 

TO THE SERVICE OF ALCOHOLIC BEVERAGES AT THE FACILITY. 

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE 

FOREGOING INDEMNITY SHALL NOT APPLY TO MATTERS ARISING IN 

CONNECTION WITH THE GROSS NEGLIGENCE, ILLEGAL ACTS, FRAUD, 

INTENTIONAL MISCONDUCT OR BAD FAITH CONDUCT OF INDEMNITEES OR 

WILLFUL BREACH OF THIS AGREEMENT BY INDEMNITEES. THE OBLIGATIONS 

OF MANAGER UNDER THIS SUBSECTION (H) ARE EXPRESSLY AGREED TO 

SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

(I) Manager and Permittee shall perform all of its obligations under this 

Agreement in compliance with all applicable federal, state, or local laws relating to the service 

and sale of Alcoholic Beverages, including, but not limited to, the Code. 

(J) Manager shall pay for Permittee’s account all expenses (other than those 

paid directly by Permittee) incurred in the normal course of business of the Concession. 

Permittee hereby consents to the payment of such expenses from the Concession Account and 

shall authorize Manager to deposit and withdraw funds from the Concession Account in 

accordance with the terms of this Agreement. Manager shall look to revenue derived from the 

sale of Alcoholic Beverages hereunder for the payment of all such expenses and Permittee shall

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have no further liability for any such expense.

(K) Services that are to be provided by Manager under this Agreement may 

be provided by an affiliate of Manager; provided that Manager shall remain fully liable to 

Permittee for the performance of any such service.

5. Allocation of Shared Expenses. Permittee and Manager agree to prorate all 

shared costs and expenses for any expenses arising from common business operations at the 

Facility. Therefore, the parties agree that to the extent that there are (i) any employees of either 

Manager or Permittee that are shared in the business operations of either Manager or Permittee 

which partially arise out of or are partially incurred in connection with the other party’s business 

operations at the Facility or (ii) any expenses incurred by either Manager or by Permittee which 

partially arise out of or are partially incurred in connection with the other party’s business 

operations at the Facility, then all salaries, fees, costs and other expenses for such shared 

employees, and all such shared expenses, shall be prorated between Permittee and Manager 

based upon a fraction, (i) the numerator of which is Permittee’s Gross Receipts (as hereinafter 

defined) and (ii) the denominator of which is the sum of the Gross Facility Sales (as herein after 

defined) plus Permittee’s Gross Receipts. Manager may reimburse itself for payment of any 

common expenses that it has paid on Permittee’s behalf from the Concession Account. 

The term “Permittee’s Gross Receipts” as used herein shall mean the total amount of all 

amounts received by Permittee from the sale of Alcoholic Beverages at the Facility pursuant to 

this Agreement, whether such sales be evidenced by cash, check, credit, charge account, 

exchange, or otherwise. Permittee’s Gross Receipts shall not include the amount of any city, 

county, state, or federal sales or other taxes or tariffs that are collected from the consumer and 

remitted by Permittee directly or indirectly to the appropriate governmental authority on the 

consumer’s behalf.

The term “Gross Facility Sales” as used herein shall mean all gross receipts received by 

Manager from whatever source and in whatever form and manner received from the conduct 

and operation of Manager’s non-alcoholic beverage operation in, on, or from the Facility, 

whether such gross receipts were represented by actual cash or by credit or by property or by 

other value. The term “Gross Facility Sales” shall not, however, be deemed to include the 

management fee paid by Permittee to Manager under Section 8.

6. Control Over Management; Inventory Determination. 

(A) Any and all management or supervisory functions herein agreed to be 

performed by Manager for Permittee may be performed by Manager, its agents, servants or 

employees.

(B) The parties agree that they will together take an inventory of Permittee’s 

Alcoholic Beverages on hand at the Facility as of the Effective Date. 

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7. Term and Termination. 

(A) The term of this Agreement shall expire automatically and without action 

required by any Party upon the earlier of (i) the date of issuance by the Commission of all permits 

necessary to authorize the sale of Alcoholic Beverages at the Facility by Manager or its designee 

and (ii) the date the Commission denies without allowing Manager to reapply for permits 

necessary to authorize the sale of Alcoholic Beverages at the Facility by Manager or its designee 

or Manager withdraws the application without intent to reapply for permits necessary to 

authorize the sale of Alcoholic Beverages at the Facility by Manager or its designee.

(B) The parties agree monetary damages would be an insufficient remedy for 

a breach of this Agreement and the non-breaching party is entitled to specific performance in 

the event of a breach. Notwithstanding the foregoing, in the event either party breaches a 

provision of this Agreement, the non-defaulting party may elect to terminate this Agreement by 

giving five (5) days written notice to the defaulting party. If the default is not remedied prior to 

the proposed termination date or the breaching party fails to make reasonable efforts to remedy 

such default, this Agreement shall terminate according to the terms of the notice of default. 

Notwithstanding the foregoing, if the defaulting party shall have commenced reasonable efforts 

to remedy such default and such remedy shall not have been completed prior to the end of the 

5-day notice period, such party shall have an additional five (5) days to complete such remedy.

(C) Upon termination of this Agreement for any reason, including pursuant 

to Section 7(A)(i) hereof, Permittee agrees to transfer its inventory of Alcoholic Beverages at 

the Facility to the new permit-holder and to cooperate with the transferee in the preparation and 

timely filing of notice of such transfer as required by the Code and the Rules. 

(D) Upon termination of this Agreement for any reason, including pursuant 

to Section 7(A)(i) hereof, after payment of all expenses as provided herein by Manager. 

Permittee agrees to transfer the remaining balance of the Concession Account and any other 

funds held in relation to the operation of the Concession to the Manager or its designee. 

8. Compensation. In consideration of the rights in the Concession granted, and the 

management and services to be provided by Manager hereunder, but subject in all respects to 

Section 7(D), Permittee shall pay to Manager a management fee equal to ten percent (10%) of the 

Permittee’s Gross Receipts (as defined above) from Alcoholic Beverage sales of Permittee at the 

Facility pursuant to this Agreement, payable monthly in arrears, within twenty (20) days after the 

end of each complete calendar month. Permittee shall, at reasonable times and at its own expense, 

have the right to inspect the records of Alcoholic Beverage sales of Manager and/or prepared by 

Manager. Except as otherwise required by judicial proceeding, Permittee agrees to hold in 

confidence and not release to any party any information regarding all sales figures and other 

information obtained from Manager’s records. 

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9. Alterations, Additions or Improvements. Permittee shall not make any

alterations, additions or improvements on or to the Facility without first obtaining the written 

consent of Manager. All alterations, additions and improvements shall be at the sole expense of 

Manager, shall become the property of Manager and shall remain at the Facility as a part thereof 

at the termination of this Agreement.

10. Liability of Permittee. Permittee shall have no liability whatsoever for any

consequential, incidental, parties’ exemplary damages or any other damages incurred by 

Manager whatsoever under this Agreement, except to the extent that such damages arise out of 

and are directly attributable to the gross negligence, intentional misconduct, illegal acts, fraud, 

bad faith conduct of Permittee or the willful breach of this Agreement by Permittee.

11. Miscellaneous.

(A) Notices. All notices, requests, demands, and other communications

hereunder, and each other agreement required to be entered into pursuant to the terms and 

conditions of this Agreement, shall be in writing and shall be deemed to have been duly given

when actually received, or when mailed, first class postage prepaid, certified mail, return receipt

requested, to the parties at the addresses set forth below, or to such other address as may be 

designated hereafter by prior written notice from the recipient to the sender: 

If to Manager: [DEBTOR NAME]

Attn:

_______________________ 

_______________________ 

If to Permittee: Alamo Lake Highlands, LLC

Attn:

_______________________ 

_______________________ 

(B) Amendment. No amendment or modification to this Agreement shall be

made without the written agreement of all of the parties to this Agreement.

(C) Gender. Wherever herein the singular number is used, the same shall

include the plural, and the masculine gender shall include the feminine and neuter genders, and 

vice versa, as the content may require.

(D) Headings. The headings contained in this Agreement are for reference

purposes only and shall not in any way affect their meaning or interpretation. 

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(E) Counterparts. This Agreement may be executed in any number of 

counterparts, each of which shall be deemed an original, but all of which together shall constitute 

one and the same instrument. 

(F) Parties in Interest. This Agreement shall inure to the benefit of and be 

binding upon the parties hereto and their respective heirs, executors, legal representatives, 

successors, and assigns. Notwithstanding anything to the contrary set forth in this Agreement, 

the parties hereto shall have no right to transfer or assign any of their rights or obligations under 

this Agreement voluntarily, by operation of law or otherwise, without the prior written consent 

of the other party. 

(G) Transfer of Beverage Permits. Nothing contained in this Agreement is 

intended to or shall result in a transfer of Permittee’s alcoholic beverage permits and/or the 

control thereof to Manager during the term of this Agreement. 

(H) Entire Agreement. This Agreement embodies the entire agreement and 

understanding between the parties hereto, and supersedes all prior agreements and 

understandings, written and oral, relating to the subject matter thereof. 

(I) Governing Law. This Agreement, being in the State of Texas, then the 

laws of the State of Texas shall govern the validity, interpretation and enforcement of this 

Agreement.

(J) Language. The language used in this Agreement shall be deemed to be 

language chosen by the parties hereto to express their mutual intent, and no rule of strict 

construction against any party shall apply to any term or condition hereof. 

(K) Severability. The provisions of this Agreement are severable and the 

invalidity and unenforceability of any provision hereof shall not affect the validity or 

enforceability of any other provision. In addition, in the event that any provision of this 

Agreement (or portion thereof) is determined by a court or administrative agency to be 

unenforceable as drafted by virtue of the scope, duration, extent or character of any obligation 

contained therein, the parties acknowledge that it is their intention that such provision (or portion 

thereof) shall be construed in a manner designed to effectuate the purposes of such provision to 

the maximum extent enforceable under applicable law.

(L) Cooperation. Permittee and Manager shall cooperate in obtaining all 

necessary licenses and permits as may be required for the operation of the Facility. 

(M) Waiver. Any waiver or breach of the covenants herein contained to 

be kept and performed by either party hereto shall not be deemed or considered as a continuing 

waiver and shall not operate to bar or prevent the other party hereto from declaring a forfeiture, 

termination, or cancellation for any succeeding breach either of the same conditions or covenant 

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or otherwise. Acceptance of any payment required hereunder shall not be deemed a waiver.

(N) Force Majeure. Neither party shall be liable for any delay or failure to 

perform its obligations hereunder due to any causes beyond its reasonable control including, 

without limitation, fire, accident, act of public enemy, war, rebellion, insurrection, sabotage, 

transportation delay, labor dispute, shortage of material, labor, energy or machinery, or act of 

God, act of government or the judiciary. 

(O) Intent of Parties; Agreement to Amend. The parties recognize that the 

Code requires that Permittee maintain exclusive occupancy and control of the Facility with 

respect to the purchase, storage, distribution, possession, and transportation and sale of 

Alcoholic Beverages there and affirm their intent and belief that the terms of this Agreement 

reserves those rights to Permittee. In the event that Permittee learns that any provision herein 

violatesthat requirement, whether by notice from the Commission or otherwise, the parties agree 

to promptly amend this Agreement to the extent required to assure that Permittee retains such 

occupancy and control. 

[Signature Page Follows]

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[Signature Page to Beverage Concession Management Services Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of 

the day and year first above written.

MANAGER: Alamo Lake Highlands, LLC

 

 __________________________________

By: 

Name:

Title:

PERMITTEE: [DEBTOR NAME]

__________________________________

By: 

Name:

Title:

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DRAFT PROPOSED VERSION

INTERIM BEVERAGE MANAGEMENT AGREEMENT

This Interim Beverage Management Agreement (“Agreement”) is made and entered into 

as of the ___ day of _________, 2024 by and among Alamo Intermediate II Holdings, LLC a 

Delaware limited liability company (“Owner”), Woodbury Alamo LLC, dba Alamo Drafthouse 

Cinema, a Texas limited liability company (“Licensee”), Rod Newhouse, an individual 

(“Trustee”), and Alamo Woodbury LLC, a Delaware limited liability company (“Manager”). 

WHEREAS, on or around the date hereof, and pursuant to ongoing Chapter 7 Bankruptcy 

proceedings of Licensee, (the “Bankruptcy”) Owner has acquired title to the assets for the premises 

commonly known as Alamo Drafthouse Cinema located at 9060 Hudson Road, Woodbury, 

Minnesota 55125 (the “Cinema”); and

WHEREAS, Trustee has been designated in the Bankruptcy to serve as trustee and 

concurrently granted all rights and privileges to the operations and disposition of Licensee’s 

interest in the Cinema, and, as such is executing this Agreement as authorized by the Bankruptcy; 

and 

WHEREAS, in connection with such acquisition, Owner wishes to engage Manager to 

manage the Cinema; and

WHEREAS, Licensee is the current holder and licensee under (a) that certain Liquor 

Intoxicating On-Sale License issued by the City of Woodbury Business Licensing Division, 

identified as IDEN 69396 in state records, and (b) that certain Permit Numbers 28167 and 34309

issued by the State of Minnesota [Division of Public Safety Alcohol and Gambling Enforcement 

Division] (together, the “Existing License”) for the Cinema; and

WHEREAS, the parties to this Agreement desire to cooperate in making certain that the 

management of the Cinema continues in a professional and orderly fashion during the transition 

and acquisition of liquor and various other licenses necessary to operate the Cinema by Manager 

(all liquor licenses necessary for the sale of alcoholic beverages at the Cinema to be obtained by 

Manager shall hereinafter be referred to as the “New License”); and

WHEREAS, Owner desires Licensee to continue to provide alcoholic beverage sales and 

service within the Cinema (the “Beverage Operations”) under the Existing License until the New 

License has issued to Manager; 

NOW, THEREFORE, for and in consideration of the sum of $10.00, the mutual covenants 

herein contained and other good and valuable consideration, the receipt and adequacy of which is 

hereby acknowledged, the parties agree as follows: 

1. Authority and Duties. 

(a) Manager will, on behalf of Licensee and/or Trustee, perform or cause to be 

performed, all duties required or desirable with respect to the Beverage 

Operations to maintain the Cinema in compliance with the laws and regulations 

of the State of Minnesota and the City of Woodbury, which duties shall include, 

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but not be limited to, the supervision and arrangement for the employment of a 

sufficient number of adequately trained staff; Licensee and/or Trustee grants 

Manager the authority, subject to the terms herein, to make all purchases 

necessary for the Beverage Operations, except that all liquor, wine and beer 

purchases must and shall be made by or at the direction of Licensee and/or 

Trustee under the Existing License and in Licensee’s name. 

(b) During the term of this Agreement, Manager agrees that Licensee and/or 

Trustee shall have the right to supervise all activities of Manager until such time 

as the New License is issued to Manager. 

(c) Manager shall arrange for the employment, direction, control and discharge, as 

the case may be, of all personnel employed in the Beverage Operations. 

Manager shall not knowingly employ any person who is disqualified from being 

employed on an alcoholic beverage licensed premises. All such employees 

shall be employees of Manager and not of Licensee or Trustee. 

(d) Manager shall arrange for the keeping of full and adequate books of account 

and other records reflecting the Beverage Operations, which it shall make 

available to Licensee and/or Trustee for inspection at the request of Licensee

and/or Trustee. 

(e) Manager shall exercise all commercially reasonable efforts to keep the Existing 

License in full force and effect throughout the Term of this Agreement, and 

Licensee and Trustee shall cooperate with Manager and exercise all 

commercially reasonable efforts in that regard, including taking all 

commercially reasonable steps necessary to retain the existing license. 

2. Costs and Expenses. Commencing on the date hereof, Managershall be responsible 

for all costs and expenses associated with maintaining the Existing License and Licensee and 

Trustee shall cooperate with Manager and its representatives, at the cost and expense of Manager, 

in maintaining the Existing License for the Cinema during the term of this Agreement. 

3. License Issuance. Manager shall file the necessary forms, applications and documents 

(collectively, the “Application”) to obtain the issuance of New License to Manager within thirty 

(30) days after approval of this Agreement by the City of Woodbury City Clerk. Manager shall be 

responsible for all fees and costs associated with the completion and processing of the Application. 

Licensee and Trustee will cooperate with Manager and its representatives, at the sole cost and 

expense of Manager, to obtain approval of the Application and the issuance of the New License 

(the date of issuance being hereinafter referred to as the “New License Date”) so long as Licensee 

and/or Trustee incurs no personal obligation to pay or perform any obligation except for 

performance of obligations that are necessary or desirable for the approval of the Application, the 

issuance of the New License or as otherwise contemplated herein, including, without limitation, 

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the execution and delivery of such additional documents as shall be required by the State of 

Minnesota [Division of Public Safety Alcohol and Gambling Enforcement Division] or the City 

of Woodbury [Business Licensing Division] from time to time. 

4. Indemnification. Owner and Manager hereby agree to indemnify, defend and hold 

harmless Licensee and Trustee, from any claims, losses, damages, fines, penalties, reasonable 

expenses (including reasonable attorneys’ fees), judgments or any other liabilities whatsoever 

arising out of or incident to the Existing License and the Beverage Operations at the Cinema arising 

from and after the date hereof, including, without limitation, any liabilities to the State of 

Minnesota or the City of Woodbury arising out of any violation by Manager or any of its members, 

managers, officers, agents, or employees of the terms and provisions of the Existing License and 

the requirements of the State of Minnesota and the City of Woodbury which occur during the term 

of this Agreement, except to the extent arising from the gross negligence or intentional misconduct 

of Licensee or Trustee or its employees or representatives. During the term of this Agreement, the 

parties hereto shall promptly deliver copies of any material notices to the other party hereto 

concerning the Existing License, the Application and the issuance of the New License. The 

provisions of this Section 4 shall survive the termination or expiration of this Agreement with 

respect to the acts, omissions and occurrences arising during the term of this Agreement, subject 

to the effect of any applicable statute of limitations. 

5. Compliance with Laws, Liens and Encumbrances. During the term of this Agreement, 

Manager shall (a) comply with all applicable federal, state and local laws, ordinances, codes, rules 

and regulations (collectively, “Laws”) in connection with the Existing License, (b) keep and 

maintain the Existing License free and clear of all liens and encumbrances including, without 

limitation, any lien or encumbrance relating to claims made or liabilities due and payable to the 

State of Minnesota, (c) not cancel or allow the cancellation or revocation of the Existing License 

and (d) not pledge, encumber, or grant any lien or security interest in the Existing License. During 

the term of this Agreement, Manager shall be responsible for all expenses associated with the use 

and preservation of the Existing License, the expense for which shall be paid from the revenues 

and receipts received from the Beverage Operations. Licensee and Trustee shall also cooperate in 

good faith, but without being required to spend money or incur liability, with Manager and any 

representatives of Manager (i) to accomplish the issuance of the New License for the Cinema to 

Manager, (ii) to maintain the Existing License for the Cinema during the term of this Agreement, 

and (iii) to ensure that there is no cessation of operation pending issuance of the New license to 

Manager. During the term of this Agreement, neither Licensee nor Trustee shall (A) assign the 

Existing License to any other party, (B) voluntarily relinquish the Existing License (except as may 

be required by any governmental authority), or (C) take or fail to take any action in the ordinary 

course of business that would cause a suspension, revocation or termination of the Existing License 

during the term of this Agreement and prior to the anticipated expiration of the Existing License. 

6. Insurance. During the term of this Agreement, Licensee and/or Trustee shall maintain 

or cause to be maintained, at Owner’s sole cost and expense, policies in Licensee’s name of liquor 

liability insurance issued by and binding upon an insurance company authorized to transact 

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business in the State of Minnesota, such insurance to afford minimum protection of not less than 

$1,000,000 combined single limit for each occurrence and $2,000,000 for the aggregate of all 

occurrences within each policy year, with umbrella liability coverage of $50,000,000. The 

insurance required to be maintained by Licensee and/or Trustee hereunder shall name Owner, 

Manager and the City of Woodbury as additional insureds. Evidence of the policies of insurance 

required to be maintained by Licensee and/or Trustee hereunder shall be furnished to the City of 

Woodbury, Owner and Manager within a reasonable time after the signing of this Agreement. 

7. Remedies. Upon the failure of any party hereto to remedy any breach of its obligations 

hereunder within five (5) days after written notice (an “Event of Default”), and in addition to any 

rights and remedies available to the non-defaulting party hereunder, at law or in equity, the nondefaulting party may terminate this Agreement upon written notice to the other party and all 

obligations hereunder shall cease. In any judicial proceeding in which the validity of termination 

of this Agreement is at issue, neither party will be limited to the reasons for default set forth in any 

notice sent pursuant to this Agreement. 

8. Independent Contractor. Licensee and Manager are independent contractors and 

neither party may bind the other or shall be liable for the acts of the other party except as expressly 

set forth herein. 

9. Term of Agreement. This Agreement shall commence on the date hereof and shall 

expire upon the earlier to occur of (i) the New License Date, or (ii) one hundred and fifty (150) 

days from the date hereof. 

10. Notices. Any notice, statement or demand required to be given under this 

Agreement shall be in writing and shall be deemed to have been given if delivered personally or 

upon receipt by overnight courier or by registered or certified mail, return receipt requested, 

address, if to Owner or Manager at 3908 Avenue B, Austin, Texas 78751, and if to Licensee, it 

shall be sent the address of Trustee’s attorney at Lyndell Ann Vargas, Cavazos Hendricks Poirot, 

P.C., Founders Square, Suite 570, 900 Jackson Street, Dallas, Texas 75020-4425, or to such other 

addresses as Owner, Licensee, Trustee or Manager shall designate in the manner herein provided. 

11. Miscellaneous. This Agreement may be signed in one or more counterparts and/or by 

facsimile or e-mail or PDF signature, all of which shall collectively constitute a single agreement.

Section headings used in this Agreement are inserted only for reference and are in no way to be 

construed as a limitation on the scope of the particular provision to which they refer. This 

Agreement shall be governed by, interpreted under, construed and enforced in accordance with the 

laws of the State of Minnesota. This Agreement is subject to the approval by the City of Woodbury 

City Clerk. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement 

shall be declared invalid by the final and unacceptable order, decree or judgment of any court, this 

Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been 

inserted. This Agreement may not be changed, modified or amended except by a writing signed 

by all parties hereto. This Agreements shall be binding upon and shall inure to the benefit of the 

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5 

parties hereto and their successors and assigns. Any notice, statement or demand required to be 

given hereunder shall be in writing and shall be deemed to have been given if delivered personally 

or delivered by reputable overnight delivery service or certified or registered mail, return receipt 

requested, to the addresses set forth on the signature page below. Time is of the essence with 

respect to each and every provision of this Agreement. 

12. Owner’s Authorization and Consent. Owner hereby authorizes Licensee and/or 

Trustee to continue to manage Beverage Operations for the Cinema and consents to Licensee’s 

appointment of Manager as the sole and exclusive interim manager of the Beverage Operations. 

13. Counterparts. This Agreement may be executed in any number of counterparts, each 

of which shall be an original, but all of which together shall constitute one instrument, and in 

pleading or proving any provision of this Agreement, it shall not be necessary to produce more 

than one of such counterparts. 

IN WITNESS WHEREOF, Owner, Licensee, Trustee, and Manager have duly executed this 

Agreement as of the date and year first written above. 

 Owner: 

 

 By:___________________________ 

 Name: ______________________ 

 Title: Manager

 Licensee: 

 

 By: 

 Name: 

Its: 

 Trustee: 

 By: 

 Name: 

 Manager: 

 By: 

 Name: 

Its: 

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