Exhibit 10.3
Execution
Copy
_______________________________
Management Services
Agreement
_______________________________
RICHLAND, GORDON & COMPANY
9330 Sears Tower
233 South Wacker Drive
Chicago, IL 60093
April 29, 2009
Atlantica, Inc.
c/o Richland, Gordon &
Company
9330 Sears Tower
233 South Wacker Drive
Chicago, IL 60093
Ladies and Gentlemen:
This letter agreement sets forth the
terms and conditions on which Richland, Gordon & Company (the
“Manager” ) will provide Atlantica, Inc. (the
“Company” ) with certain financial and
management consulting services.
Accordingly, we have agreed as
follows:
1.
Definitions .
(a)
“Claims”
is defined in Section 9.
(b)
“Company”
is defined in the first paragraph of this
agreement.
(c)
“Consulting
Event” is defined in
Section 3.
(d)
“EBITDA”
means, for any period, the sum of the
amounts for such period of (i) the net income (or loss) after taxes
of the Company and its direct and indirect subsidiaries on a
consolidated basis, plus (ii) interest expense which has
been deducted in the determination of the net income (or loss)
after taxes of the Company and its direct and indirect subsidiaries
on a consolidated basis, plus (iii) federal, state and local
taxes which have been deducted in determining the net income (or
loss) after taxes of the Company and its direct and indirect
subsidiaries on a consolidated basis, plus (iv) depreciation
and amortization expenses which have been deducted in determining
the net income (or loss) after taxes of the Company and its direct
and indirect subsidiaries on a consolidated basis, plus
(v) extraordinary losses which have been deducted in the
determination of the net income (or loss) after taxes of the
Company and its direct and indirect subsidiaries on a consolidated
basis, plus (vi) all other non-cash charges, minus
(viii) extraordinary gains which have been included in the
determination of the net income
(or loss) after taxes of the Company and
its direct and indirect subsidiaries on a consolidated basis.
Each item used in calculating EBITDA shall be determined in
accordance with generally accepted accounting principles,
consistent with that used in prior periods.
(e)
“Initial
Acquisition” means the
consummation by the Company of its initial acquisition (whether
directly or indirectly, in any form, including through any of its
subsidiaries) of, or other business combination with, any company
or business occurring following the date hereof.
(f)
“Initial
Financing” means the
consummation by the Company of its initial debt or equity financing
(whether directly or indirectly, in any form, including through any
of its subsidiaries) occurring following the date hereof, but shall
not include any loan made by Mirabella Holdings, LLC to the Company
pursuant to the Demand Promissory Note issued on the date
hereof.
(g)
“Initial
Transaction” means the
first to occur following the date hereof of the Initial Acquisition
or the Initial Financing.
(h)
“Liabilities”
is defined in Section 8.
(i)
“Management
Fee” is defined in
Section 3.
(j)
“Manager”
is defined in the first paragraph of this
agreement.
(k)
“Manager
Indemnitees” is defined
in Section 8.
2.
Services . The Manager will provide the Company and its
direct and indirect subsidiaries with management and consulting
services regarding the business of the Company and its direct and
indirect subsidiaries and such other services relating to the
Company and its direct and indirect subsidiaries as may from time
to time be reasonably requested by the Board of Directors or
executive officers of the Company. Without limiting the
generality of the foregoing, the parties currently contemplate that
these services shall include advice regarding improvements to the
Company’s financial reporting, accounting and management
information