Exhibit 99.4
HSC HOLDING CO., INC.
November 10, 1994
Grace Hotel Services Corporation
303 Lexington Avenue
New York, New York 10016
SERVICES AGREEMENT
Dear Sirs:
HSC Holding Co., Inc., a Delaware corporation ("Holding") hereby requests
that Grace Hotel Services Corporation, a Delaware corporation ("GHSC"), perform
certain services in the name and on behalf and at the expense of Holding.
The parties agree as follow:
1. GHSC shall perform the following services in the name and on behalf of
Holding (the "Services"):
(a) establishment of a general disbursements bank account, whose
signatories shall be J. Peter Grace III, Charles D. Clawson, Jr., and J.
William Wendelken;
(b) establishment of payroll accounts in California and New York,
whose signatory shall be J. Peter Grace III;
(c) entry into such policies of insurance as GHSC shall deem
necessary or advisable in connection with the operation of Holding's
business;
(d) obtaining new check stock for Holding;
(e) establishment of employee benefit plans substantially comparable
to the employee benefit plans of GHSC;
(f) maintenance of Holdings' books and records; and
(g) such other actions as GHSC may deem necessary or advisable in
connection with Holding's operation as an independent business.
Holding shall furnish GHSC with such data and information as GHSC requests in
order to enable Holding to perform the Services.
2. (a) For performance of the Services, Holding shall pay GHSC a fee of
$3,000 per month per Holding restaurant location.
(b) In addition, Holding shall reimburse GHSC upon receipt of invoice
therefor for any and all out-of-pocket expenses arising out of GHSC's
performance of the Services.
(c) Holding shall indemnify and hold harmless GHSC and its officers,
directors, stockholders, affiliates, employees, attorneys and agents against and
in respect of any and all losses, claims, suits, actions, proceedings (formal or
informal), investigations, judgments, deficiencies, damages, settlements,
liabilities, and attorneys' fees and other legal and other expenses related
thereto, arising out of or based upon any action or inaction of GHSC with
respect to this agreement or the performance of the Services, except for the
Damages arising from the gross negligence or willful misconduct of GHSC.
3. This agreement may be terminated at any time by either party upon
twenty-four hour's written notice to the other party.
4. This agreement is not intended to, and shall not, create any rights
upon anyone other than the parties hereto.
5. This agreement may be signed in counterparts and shall be governed by
and construed in accordance with the laws of the State of New York, excluding
any provisions thereof which would otherwise require the application of the law
of any other jurisdiction.
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6. By their execution hereof, J. Peter Grace III, Charles D. Clawson,
Jr., and J. William Wendelken, being all of the members of the board of
directors of Holding, in accordance with the provisions of Section 141(f) of the
General Corporation Law of the State of Delaware, hereby authorize and approve
the execution, delivery and performance of this agreement in the name and on
behalf of Holding.
Very truly yours,
HSC HOLDING CO., INC.
By:
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J. Peter Grace III
Chairman
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J. Peter Grace III
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Charles D. Clawson, Jr.
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J. William Wendelken
ACCEPTED AND AGREED TO
as of the date hereof.
GRACE HOTEL SERVICES CORPORATION
By:
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J. William Wendelken
Vice President
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