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SEC Filings

10-K
CINEMARK HOLDINGS, INC. filed this Form 10-K on 02/27/2015
Entire Document
 


3. Theatre Improvements. Tenant agrees, at Tenant’s sole cost and expense, to spend a minimum of Three Million Four Hundred Thousand and 00/100 Dollars ($3,400,000.00) for improvements to Tenant’s Building (the “Theatre Remodel”). The Theatre Remodel shall include, but not be limited to, installation of new luxury seats, painting, repair or replacement of vertical transportation, installation of new lighting and décor, digital screen upgrades, and other improvements.

4. Construction of Theatre Improvements. No later than ninety (90) days after the date of this Amendment, Tenant shall submit documentation for the issuance of all necessary permits and/or approvals needed from the governing municipal bodies for the construction of the Theatre Remodel (collectively, the “Approvals”), and Landlord shall reasonably cooperate with Tenant with regard to such Approvals at no out-of-pocket cost to Landlord. Prior to the commencement of the Theatre Remodel, Tenant shall deliver to Landlord a copy of any plans and/or specifications that Tenant is required to submit to the City of North Hollywood related to the Theatre Remodel. Within thirty (30) days after receipt of all the necessary Approvals, Tenant shall cease theatre operations in the entire Premises and begin the Theatre Remodel. Thereafter, Tenant shall complete the Theatre Remodel and reopen in the entire Premises as a so-called “first run” theater no later than one hundred fifty (150) days after Tenant’s receipt of the Approvals, subject to Force Majeure events.

5. Rent. Tenant currently pays to Landlord on a monthly basis an amount equal to twelve percent (12%) of Tenant’s Gross Sales (“Alternate Rent”). During that period of time beginning on the date Tenant ceases theatre operations and ending with the commencement of the Renewal Term (the “Abatement Period”) Alternate Rent shall abate. However, during the Abatement Period, and at all times during the Renewal Term, Tenant shall continue to pay any and all other charges due and payable under the Lease, including, but not limited to, Impositions, insurance (in compliance with Article VI of the Lease), maintenance and repairs to the Premises, utilities for the Premises, personal property taxes, and for the costs, management and administration of the Miracle Center Parking Association. Notwithstanding anything in the Lease to the contrary, in lieu of Percentage Rent and/or Alternate Rent during the Renewal Term, Tenant shall pay to Landlord the following amounts of Base Rent during the Renewal Term:

Years 1-5: During the first five (5) years of the Renewal Term, the amount of annual Base Rent shall be the greater of twelve percent (12%) of Gross Sales per annum or Five Hundred Thousand and 00/100 Dollars ($500,000.00) per annum. During the first five (5) years of the Renewal Term, Tenant shall pay to Landlord Forty-One Thousand Six Hundred Sixty-Six and 67/100 Dollars ($41,666.67) monthly. Then, within ninety (90) days after the end of each year throughout the Renewal Term, Tenant shall (i) provide a written certification of Tenant’s Gross Sales for the prior year, executed by the chief financial officer or controller of Tenant, which shall be subject to the same year-end reporting and reconciliation procedures and the verification and audit rights of Landlord that apply to Percentage Rent under the Lease and (ii) in the event twelve percent (12%) of Gross Sales for such year exceeds Five Hundred Thousand and 00/100 Dollars ($500,000.00), pay to Landlord the excess above Five Hundred Thousand and 00/100 Dollars ($500,000.00).

Years 6-10: The amount of annual Base Rent for years 6-10 of the Renewal Term shall be fixed at the greater of Five Hundred Thousand and 00/100 Dollars ($500,000.00) per annum (payable in equal monthly installments of $41,666.67) or the average annual Base Rent (which may be twelve percent (12%) of Gross Sales per annum) payable in years three, four and five of the Renewal Term (payable in equal monthly installments). However, in the event that Tenant opens another theatre within a four (4) mile radius of the Premises (the “Other Theatre”) during the first five (5) years of the Renewal Term, annual Base Rent for years 6-10 of the Renewal Term shall be fixed at the greater of: (a) Five Hundred Thousand and 00/100 Dollars ($500,000.00) per annum (payable in equal monthly installments of $41,666.67); or (b) the average annual Base Rent payable during the three (3) years immediately preceding the date of such

 

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