EXHIBIT 10.25
Kennywood
Front Gate
AGREEMENT
This Agreement is between: RX TechnologySM
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
and
Kennywood Entertainment Partners, L.P. ("The Park")
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
This Agreement conceRXs the fuRXishing of a photosystem(s) by RX TechnologySA"
to "The Park" for a ride(s) known as:
1. Log Jammer
2. Front gate system utilizing digital cameras to
co-exist with ride photo system
1.Responsibilities
1.1 RX TechnologySM
A. Provide a Theme Park photosystem(s) each comprising of:
1) Complete photo-imaging system
2) Video camera(s),
3) Printers,
4) Color display monitors,
5) Electronic Point of Sale (POS) units,
6) Cash registers,
7) A suitable trigger source to detect the ride and
8) Suitable flash/lighting units.
B. Provide video cables from the camera pole to the
photobuilding.
C. Provide backup equipment for unexpected equipment malfunction,
thereby avoiding prolonged delay in repair. Backup equipment
required to be determined by RX TechnologySM
D. Properly and completely install the photosystem(s).
E. Provide technical support and maintenance to ensure proper
functioning of the photosystem, to the best of its ability.
F Provide complete initial training of the staff, including
support after opening.
-Page l of 6-
G. Provide generic white folders for the photographs. Folders
must allow fast insertion of the photographs by the sales
staff.
H. Provide "The Park" with operational and troubleshooting
guides.
I. Supply the print media and ink cartridges for the video
printers. RX TechnologySM to be the sole supplier of all
video printer paper.
J. Supply register paper rolls and ink cartridges for sales
register printers.
1.2 "The Park"
A. Provide liability and general business insurance coverage for
the photobuildings and its contents.
B. Conduct all routine accounting procedures. These procedures
include any submission of taxes to state and local agencies
and the preparation of weekly sales and revenue figures.
C. Staff and operate all RX TechnologySM photosystem operations.
D. Provide a suitable building, its themeing and signage. Provide
signage for photo sales.
E. Supply electrical wiring from the sales building to the camera
pole with the breaker switch located in the sales area.
F. Supply electrical wiring to the sales building and separate
circuit breakers as detailed in guidelines provided by RX
TechnologySM
G. Provide an electrician or other park employee or contractor to
lay and pull cables, put up lights, etc. under instruction and
supervision of RX Technology.
H. Provide and install a direct telephone line to the sales
building.
I. Purchase and install a suitable pole(s) - for the camera,
flash units and trigger sensor.
J. Supply trunking/conduit of at least 2 inches in inteRXal
diameter and install it between the sales building and the
camera site, above or below the ground.
-Page 2 of 6-
2. Terms and Conditions
A. The length of this Agreement is to be for a priod of 4 years.
RX TechnologySM agrees to ensure that the photosystem(s) is
updated, to the best of its ability. "The Park" agrees to
ensure that the ride(s) is kept updated as appropriate.
B. In the event a ride is closed RX TechnologySM and the Park may
elect to reposition the system. Modification and changes
required will be negotiated at the then current time and
materials charges.
C. Both parties agree that neither shall be held liable for loss
of income due to ride or system malfunction.
D. "The Park" will use its own banking method and security when
depositing monies taken in payment of the photographs sold. RX
TechnologySM share of the revenue will be sent on a weekly
basis to RX TechnologySM at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇.
E. The selling price of the photographs shall be determined by
mutual agreement between "The Park" and RX TechnologySM It is
agreed that the selling price can vary throughout the season.
F. Due to any unforeseen circumstances if ridership results in
less than an average of 50 prints per day over a 2 week
period, RX Technology~M retains the option to withdraw the
photosystem to RX.
G. Upon termination of this Agreement, RX TechnologySM shall
remove its property from park grounds.
H. Upon termination of the summer season RX TechnologySM shall
remove its property from park grounds and re-install and test
at the beginning of the next season. We will perform routine
maintenance on the equipment and update as required.
I. WHEREAS, KBK Financial, Inc. ("KBK"), a Delaware
corporation, located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, has loaned funds to RX which is
secured by, among other things, the Equipment (as defined in
the Agreement) used by RX in the Shop (KBK's loan to RX is
hereafter called the "Loan"); and
WHEREAS, The Park and RX desire to amend the Agreement to
provide KBK with certain rights in the Equipment in the event
RX defaults on the Loan;
NOW, THEREFORE, The Park and RX agree as follows:
Notwithstanding anything to the contrary herein, upon the
occurrence of an event of default under the documents
(collectively, the "Loan Documents:") evidencing, governing
and securing certain loan or loans made by KBK, Financial,
Inc. ("KBK") to RX which is secured by, among other things,
the Equipment owned and provided by RX (the "RX Equipment"),
and KBK promptly notifies The Park of such default, at the
expiration or prior termination of the Agreement, KBK shall
be entitled to promptly remove the RX Equipment from the Park,
except that The Park Trademarks of The Park `Affiliates'
-Page 3 of 6-
Exhibit D
Exclusive Rights
If exclusive rights are agreed upon, describe carefully here. If not, delete the
bracketed text in the Agreement, delete this Exhibit and re-title Exhibits E and
F as D and E, respectively. Re-title references to these Exhibits in text of
Agreement also.
N/A
Exhibit E
Equipment
Description
-----------
Portable Themed Building
RX Technology Video Equipment
Multi-shot flash System, Multiple shot flash burst
RX Technology Super Sensor to trigger picture taking
RX Technology Trigger Control Unit Video Printers
RX Technology POS Sales Station RX Technology Imaging
Computer System
RX Technology Camera Equipment at Pole
Exhibit F
Early Termination
-----------------
Exhibit G
SIX FLAGS GREAT ADVENTURE
▇▇▇▇▇ ▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Telephone #(▇▇▇) ▇▇▇-▇▇▇▇ Fax #(▇▇▇) ▇▇▇-▇▇▇▇
CERTIFICATE OF INSURANCE
COMPANIES AFFORDING COVERAGE
COMPANY COMPANY
LETTER A LETTER D
COMPANY COMPANY
LETTER B LETTER E
COMPANY COMPANY
LETTER C LETTER F
COVERAGES
THIS CERTIFICATE IS TO CERTIFY TO SIX FLAGS ______ OR ANY SUBSIDIARIES
HEREAFTER REFERRED TO AS "SIX FLAGS" THAT POLICIES DESCRIBED BELOW HAVE BEEN
ISSUED TO THE INSURED BY THE UNDERSIGNED AND ARE IN FULL FORCE AND EFFECT AT
THIS TIME. IF ANY CHANGES ARE MADE IN THE POLICIES WHICH EFFECT THE INTEREST OF
SIX FLAGS OR IF ANY OF THE POLICIES ARE CANCELED AT THE REQUEST OF EITHER
PARTY, WRITTEN NOTICE WILL BE GIVEN BY THE INSURANCE COMPANY TO SIX FLAGS
AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE THEREOF.
--------------------------------------------------------------------------------------------------
CO. TYPE OF INSURANCE POLICY EFFE. EXP. LIMITS IN THOUSANDS
LTR. NUMBER DATE DATE
--------------------------------------------------------------------------------------------------
WORKERS COMPENSATION STATUTORY
EMPLOYERS LIABILITY (NOTE 1) EA. ACCIDENT $____
o CERTIFICATE HOLDER NAMED ALT DISEASE-POLICY LIMIT $____
EMPLOYER DISEASE EA. EMPLOYEE $____
--------------------------------------------------------------------------------------------------
GENERAL LIABILITY (NOTE 2) GENERAL AGG. $____
o COMPREHENSIVE GENERAL LIABILITY PRODUCT-COMP/OPS AGG $____
o CLAIMS MADE OCCURRENCE PERSONAL & ADV.INJURY $____
o CERT. HOLDER NAMED ADDNL. INSURED EACH OCCURRENCE $____
o WAIVER OF SUBROGATION WAIVED
AGAINST CERT. HOLDER FIRE DAMAGE
o HOLD HARMLESS AGREEMENT WITH CERT. (ANY ONE FIRE) $____
HOLDER INSURED MEDICAL EXPENSE
o PROFESSIONAL LIABILITY (ANY ONE PERSON) $____
--------------------------------------------------------------------------------------------------
o AUTO LIABILITY COMBINED SINGLE LIMIT $____
o ANY AUTO BODILY INJURY
o ALL OWNED (PER PERSON) $____
o SCHEDULED AUTOS BODILY INJURY
o CERT. HOLDER NAMED ADDNL. INSURED (PER ACCIDENT) $____
o WAIVER OF SUBROGATION AGAINST
SIX FLAGS
--------------------------------------------------------------------------------------------------
Trademarks shall be removed from the RX Equipment and remain at the
Park, and KBK shall quit and surrender the photobuildings in the
Park in good condition, reasonable wear and tear expected. Unless
The Park and KBK otherwise agree, if [(BK fails to remove the RX
Equipment from the Park within five (5) days after KBK receives
written notice of the termination of this Agreement, then [(BK shall
be deemed to have abandoned such property and title to the same
shall at that time vest in the Park. Any costs and expenses incurred
by The Park in removing such abandoned property (including the
reasonable value of the services rendered by the Park employees in
connection therewith) shall be paid to The Park by [(BK promptly
following demand therefore.
In the event RX defaults on the Loan Documents prior to the
expiration or other termination of the Agreement, and [(BK promptly
notifies The Park of this fact, the Park shall thereafter place the
share of Gross Revenue that is owed and owing to RX pursuant to
Section 4 of the Agreement in an escrow fund pending either (I)
final determination by [(BK and RX as to what should be done with
such funds, or (ii) receipt of an appropriate court order directing
The Park on how to distribute RX's share of the Gross Revenue.
3. General Statement
A. All revenue produced by the use of the photosystem(s) supplied by RX
TechnologySM are to be divided between RX TechnologyA'" and "The
Park" as agreed.
B. RX TechnologySM agrees to license the use of its technology in "The
Park" with no additional fees other than those described in this
Agreement.
C. Installation dates of the photosystem equipment on the
aforementioned rides is to be determined based upon availability of
the sales building and completion of construction and electrical
requirements. Target opening date is Spring 2000.
4. Revenue Distribution
The gross revenue calculation is to be based on the formula used in
the following example:
THESE $ AMOUNTS ARE USED AS AN EXAMPLE ONLY
Total Sale $8.50
-less 7% sales tax $ .55
-----
Retail Sales Price $7.95
Less folder $ .24
Less print media $ .65
Less Photobooth sales staff $ .50
Total After Expenses $6.56
50% to The Park $3.28
50% to RX Tecbnology $3.28
-Page 4 of 6-
5. Property Rights
A. RX TechnologySM will retain ownership of those parts of the
photosystem(s) that it supplies at all times throughout the duration
of this Agreement and afterwards.
B. "The Park" will retain ownership of those parts of the
photosystem(s) that it supplied, as detailed in this Agreement, at
all times throughout the duration of this Agreement and afterwards.
6. System Operation
A. "The Park" understands and agrees to leave the RX TechnologySM
photosystem equipment on at all times; 24-hours a day, 7 days a week
-- including days when "The Park" is not open to the public. Staff
will be instructed to leave the system in a "sleep" mode before
leaving each day.
B. Proper care and handling of the RX TechnologySM photosystem will
prevent unnecessary malfunctions. It is imperative that our manuals
and guides be closely adhered to by all Park staff at all times.
7. Acceptance
A. This Agreement, when signed by both parties as indicated herein,
shall constitute the entire Agreement relating to the supply of a
ride photosystem(s) and shall supersede all prior representations or
contracts relating thereto and not incorporated in this Agreement.
No modification or waiver of this Agreement shall be valid unless
made in writing and signed by an authorized officer or
representative of each party.
B. "The Park" has been made aware of this Agreement and grants the
authority to engage in aforementioned business activities with RX
Technology5M. A representative of "The Park" shall acknowledge this
Agreement by signing where indicated below.
8. Notices
All notices required or permitted to be given hereunder shall be in
writing and personally delivered or sent by courier or registered or
certified mail, postage prepaid, return receipt requested, addressed
as listed below.
-Page 5 of 6-
9. Force Majeure
Neither party shall be liable to the other for delay or failure to comply
with the provisions of this Agreement when such is caused by strikes,
other labor difficulties, wars, fires, floods, explosions, earthquakes,
goveRXment regulations, shortages in material, or any other reasonable
cause beyond either party's control.
Signed for and on behalf of: Signed for and on behalf of:
RX TechnologySM Inc. Kennywood Partners, L.P.
▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇. 70470-9112 West Mifflin, PA ▇▇ ▇▇▇-▇▇▇▇
Slgned /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Signed [ILLEGIBLE]
----------------------------- -----------------------------
Print Name ▇▇▇▇▇▇ ▇▇▇ Gay Print Name [ILLEGIBLE]
--------------------------- -------------------------
Date Dec 15, 1999 Date 12-16-99
------------------------------- -------------------------------
-Fage 6 of 6-