SERVICES AGREEMENT
BETWEEN
SUN INTERNATIONAL NORTH AMERICA, INC.
AND
SUN INTERNATIONAL HOTELS LIMITED
AND ITS NON-UNITED STATES SUBSIDIARIES
SERVICES AGREEMENT
AGREEMENT (the "Agreement"), dated as of the 1st day of
January, 1998, by and between Sun International North America,
Inc. a Delaware Corporation, ("Provider") and Sun
International Hotels Limited, a Bahamian Corporation,
("Purchaser" which expression shall include Sun International
Hotels Limited's non-United States subsidiaries).
WHEREAS, Provider is a direct wholly-owned subsidiary of
Purchaser;
WHEREAS, Purchaser has determined it to be in its best
interests, and those of its stockholders, employees,
customers, suppliers, creditors, and other persons and
entities having an interest in Purchaser to operate
efficiently, successfully, and profitably, and, in accordance
with the terms and conditions set forth herein in furtherance
thereof, to avail itself through Provider of the entire range
of expertise and capabilities of Provider;
WHEREAS, Purchaser further recognizes that, as a result,
Provider will be diverting a portion of its valuable expertise
and capabilities away from other enterprises in which it is,
or could, become engaged and that, accordingly, Provider is
entitled to be reasonably compensated for the value of such
services;
WHEREAS, the parties hereto, by entering into this Agreement,
do not intend to abrogate, negate, or withdraw any of the
authority, duties, or responsibilities of the officers and
directors of Purchasers at any time and from time to time in
office;
WHEREAS, the parties have agreed, based upon the foregoing
considerations, that Purchaser requires, and that Provider has
agreed to provide the services described in Schedule 1 hereto
(the "Services") on the terms and conditions herein contained;
and
WHEREAS, the Board of Directors of Purchaser has reviewed this
Agreement carefully, has availed itself, to the extent it
deemed necessary and appropriate, of the advice and services
of financial and legal advisers, and has, in consultation with
such advisers, personally discussed with senior management of
Purchaser its need for the Services, Provider's ability to
provide such Services, and the fairness, and the
reasonableness of the fees to be paid for such Services, and
has satisfied itself, by its own independent examination of
this Agreement and of all facts and opinions deemed relevant
to it in its exercise of its prudent and independent business
judgment, as to the fairness and reasonableness of the terms
and conditions of this Agreement, and has determined this
Agreement to be fair and reasonable and in the best interests
of Purchaser and its stockholders, employees, customers,
suppliers, creditors, and all other persons having an interest
in Purchaser's being operated efficiently, successfully, and
profitably.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the
parties, and intending to be legally bound, the parties hereto
hereby agree as follows:
ARTICLE 1
SERVICES
During the Term (as defined in Article 3), Provider will make
available to Purchaser, the Services.
ARTICLES 2
ANNUAL SERVICES FEE
In consideration of the Services rendered hereunder Provider
shall receive an annual services fee described in Schedule 2
hereto, for each fiscal year or part thereof included within
the Term ("the Annual Services Fee").
ARTICLE 3
TERM
The initial term of this Agreement shall be for a period of
One (1) year commencing on the 1st day of January, 1997, (the
"Initial Term"). Thereafter this Agreement shall be
automatically renewed for subsequent renewal terms of one (1)
year each, (a "Renewal Term"), unless either party shall serve
on the other a written notice of its desire to terminate this
Agreement prior to the expiration of the then current term.
As appropriate, "Term" shall mean the Initial Term and all
Renewal Terms.
ARTICLE 4
MISCELLANEOUS
4.1 ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns. Neither party shall
assign any or all of its rights, obligations or interests
in the Agreement without the prior written consent of the
other party.
4.2 WAIVER. No exercise or waiver, in whole or in part, of
any right or remedy provided for in this Agreement shall
operate as a waiver of any other right or remedy, except
as otherwise herein provided. No delay on the part of
any party in the exercise of any right or remedy
hereunder shall operate as a waiver thereof.
4.3 SEVERABILITY. If any of the provisions of the Agreement
shall be held invalid by a court of competent
jurisdiction or by any governmental agency having the
power to approve or disapprove this Agreement, such
adjudication shall not affect the validity or
enforceability of the remaining portions of this
Agreement.
4.4 GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with the laws of
the State of Delaware, including such laws with respect
to conflicts of laws.
4.5 CORPORATE AUTHORITY. Each party hereto represents and
warrants that it has all requisite corporate authority
and power to enter into this Agreement and to fulfill its
respect obligations hereunder.
4.6 ENTIRE AGREEMENT; MODIFICATION. This Agreement, together
with the Schedules attached hereto constitutes the entire
understanding between the parties with respect to the
subject matter hereof and supersedes all other agreements
and undertakings, whether oral or written, between the
parties hereto with respect to the subject matter hereof.
This Agreement may not be amended, modified, altered, or
waived, in whole or in part except by a subsequent
writing signed by both parties hereto.
SCHEDULE 1
THE SERVICES
Provider, whether directly or through its subisidiaries, shall
provide to Purchaser accounting services, including by way of
example, but not limitation, the services described below:
Maintenance of books and records for Purchaser and certain
subsidiaries of Purchaser.
Production of reports as required for internal management.
Production of reports as required to meet all external
reporting requirements.
SCHEDULE 2
ANNUAL SERVICES FEE
Cost plus a xxxx up percentage determined annually excluding
interest and taxes.
It is the intent of the parties that the foregoing fee
reflects current market rates for the Services, and such rates
may be reviewed and adjusted accordingly by mutual agreement
of the parties from time to time during the Term and as
required by section 482 of the Internal Revenue Code.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above
written.
SUN INTERNATIONAL NORTH AMERICA,
INC.
By:
Name:
Title:
SUN INTERNATIONAL HOTELS LIMITED
By:
Name:
Title:
