Administrative Services Agreement, dated October 4, 2018, by and among the Company, Collier Creek Partners LLC and CC Capital Partners, LLC
Exhibit 10.5
Execution Version
COLLIER CREEK HOLDINGS
October 4, 2018
Collier Creek Partners LLC
CC Capital Partners, LLC
200 Park Avenue, 58th Floor
New York, New York 10166
Re: Administrative Services Agreement
Ladies and Gentlemen:
This letter agreement (this “Agreement”) by and among Collier Creek Holdings (the “Company”), Collier Creek Partners LLC (the “Sponsor”) and CC Capital Partners, LLC, an affiliate of the Sponsor (“Capital Partners”) dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
(1) Capital Partners shall make available to the Company, at 200 Park Avenue, 58th Floor, New York, New York 10166 (or any successor location), certain office space, secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Capital Partners $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and
(2) Capital Partners and the Sponsor each hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.
[Signature Page Follows]
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Very truly yours, | ||
COLLIER CREEK HOLDINGS | ||
By: | /s/ Jason K. Giordano | |
Name: Jason K. Giordano | ||
Title: Co-Executive Chairman |
AGREED AND ACCEPTED BY: | ||
COLLIER CREEK PARTNERS LLC | ||
By: | /s/ Jason K. Giordano | |
Name: Jason K. Giordano | ||
Title: Member |
CC CAPITAL PARTNERS, LLC | ||
By: | /s/ Chinh Chu | |
Name: Chinh Chu | ||
Title: Senior Managing Director |
[Signature Page to Administrative Services Agreement]