Exhibit 10.27.5
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of October 3,
2002 between ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. ("Isko"), a
corporation organized under the laws of Turkey, and ISKONE DENIM PAZARLAMA A.S.
("JV"), a corporation organized under the laws of Turkey.
RECITALS
A. JV has been formed and organized by Isko, and Cone Xxxxx
Corporation ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, to sell denim fabrics to Levi Xxxxxxx
Europe or its 100% owned subsidiaries ("LSE") for Levi's(R) 501(R) jeans, such
fabrics to be marketed to LSE by Cone and produced by Isko based upon orders
allocated by Cone and accepted by Isko.
B. Formation and operation of JV will provide Isko with the
opportunity to distribute a wider variety of products.
C. In connection with the foregoing, Isko has agreed to
provide JV support for certain administrative services and assistance, thereby
creating a mutually beneficial arrangement, all upon the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, the parties hereto agree as follows:
Section 1. Definitions. The following terms, as used herein,
have the following meanings:
"Commercial Agreement" means the Commercial Agreement dated as
of the date hereof, between Isko, Cone and JV, relating among other things to
the commercial operation of JV, as amended from time to time.
"Joint Venture Agreement" means the Joint Venture Agreement,
dated as of June 17, 2002, between Isko and Cone, relating to, among other
things, the management of JV and transfers of capital stock of JV, as amended
from time to time.
"Person" means an individual, corporation, partnership, trust
or other entity, including a government or political subdivision or an agency or
instrumentality thereof.
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Section 2. Administrative Services. (a) Isko shall furnish to
JV without reimbursement support services for JV to conduct its business and
operations, as and when reasonably requested by JV, including without limitation
the following services: invoicing, maintenance of accounting books and records,
cash management and other treasury services, including opening and maintaining
of bank accounts, disbursement of funds (to include payment of Free Trade Zone
charges and applicable taxes), and the maintenance of an office in the Free
Trade Zone; legal, tax and accounting support services; data processing;
employee relations and employee benefits administration; payroll services;
billing and collection of accounts receivables; medical services; and insurance
purchasing and claims administration consulting services. JV will be responsible
for all costs and expenses related to movement of JV Products in or out of the
Free Trade Zone. Without limiting the generality of the foregoing, and in
addition to the foregoing, Isko shall make further support available to JV the
services of such other personnel of Isko as JV may reasonably request in order
to permit JV to operate its business in the ordinary course in a reasonable and
timely manner.
(b) In addition to the services to be performed pursuant to
Section 2 (a), Isko may, at JV's request from time to time, provide such
additional specialized services to JV as the parties may agree.
Section 3. Termination. (a) This Agreement may be terminated
(i) at any time by mutual written agreement of Isko and JV, or (ii) in the event
either the Joint Venture Agreement or the Commercial Agreement is terminated
pursuant to the terms thereof, upon notice by either Isko or JV to the other
party.
Section 4. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of Turkey, without giving effect to
the conflict of law rules thereof.
Section 5. Notices. All notices, consents, requests,
instructions, approvals and other communications provided for herein shall be in
writing and shall be deemed validly given upon personal delivery or one day
after being sent by telecopy or overnight courier service, (i) if to Isko at:
Isko Dokuma Isletmeleri Sanayi ve Ticaret A.S., Organize Xxxxxx Xxxxxxx, 0.
Cadde 16425, Inegol/BURSA, telecopy: x00-000-000-0000, and (ii) if to JV at:
Organize Xxxxxx Xxxxxxx, 0. Cadde 16425, Inegol/BURSA, telecopy:
x00-000-000-0000; in each case with a copy to Cone; (iii) if to Cone at: x/x
Xxxx Xxxxx Xxxxxxxxxxx, 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000,
attention: General Counsel, telecopy: 000-000-0000, with copy to Isko; or at
such other address or the telecopy number as Isko, JV or Cone may designate by
notice to the other party.
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Section 6. Miscellaneous. (a) If any provision of this
Agreement is held to be unenforceable for any reason, it shall be adjusted
rather than voided, if possible, in order to achieve the intent of the parties
to this Agreement to the extent possible. In any event, the invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction.
(b) Nothing in this Agreement will be construed as giving any
Person, other than the parties hereto and their successors and permitted
assigns, any right, remedy or claim under or in respect of this Agreement or any
provision hereof.
(c) This Agreement has been concluded in the English language
and in the event of any inconsistency between the original English version and
any translation, such English version shall govern.
(d) Neither this Agreement nor any term hereof may be amended,
changed, waived, discharged or terminated orally, but only by an instrument in
writing, signed by the party against which enforcement or such amendment,
change, waiver, discharge or termination is sought. This Agreement shall be
binding upon the respective successors and permitted assigns of the parties
hereto.
(e) This Agreement and the other documents delivered pursuant
hereto constitute the entire agreement of the parties relating to the subject
matter hereof and supersede any and all prior agreements, arrangements and
understandings relating thereto.
(f) The section headings of this Agreement are for convenience
of reference only and are not to be considered in construing this Agreement.
(g) This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
(h) Neither this Agreement nor any transaction contemplated
hereby shall create the relationship of partners, joint venturers or principal
and agent among the parties hereto or any of their respective affiliates, except
as expressly provided herein or therein. None of the parties hereto have any
authority to represent or bind the other parties in any manner whatsoever,
except as agreed in writing by the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A.S.
By /s/ Zekeriye Konukuglu
Name: Zekeriye Konukuglu
Title:
ISKONE DENIM PAZARLAMA A.S.
By /s/ Oguzhan Gurdogan
Name: Oguzhan Gurdogan
Title:
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