Exhibit 10.6
February 6, 1997
SFW Acquisition Corp.
0000 00xx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Gentlemen:
Re: Management Services Agreement
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This letter sets forth the agreement between Dart Group Corporation
("Dart") and SFW Acquisition Corp. ("SFW") regarding certain general and
administrative services (the "Services") to be rendered by Dart to SFW. The
Services may include financial, accounting, cash management, payroll, internal
audit, legal, risk management, human resources, employee benefits, labor
relations, data processing services and general business consulting services.
SFW shall compensate Dart for the full costs (including reasonable
allocations of labor costs) and expenses for providing the Services. Any fee
with respect to the Services provided only by Dart and not by a third party
shall not be greater than the fee that SFW would pay for comparable services in
arms' length transactions. Actual charges by third party vendors for Services
provided to Dart and its subsidiaries (including SFW) shall be allocated on a
reasonable basis among Dart and its subsidiaries (including SFW). Dart shall
not charge SFW any xxxx-up for any Services provided by third parties.
On or before the last business day of each calendar month, Dart shall
present SFW with an invoice listing the charges for each Service rendered during
such month, together with unbilled charges for prior months, and such invoice
shall be due and payable on the last business day of that month.
The employees of Dart providing Services hereunder shall be employees
of Dart and not employees of SFW. Such employees shall be under the direct
supervision of Dart.
SFW Acquisition Corp.
February 6, 1997
Page 2
In providing the Services, Dart shall not be liable to SFW for, and
SFW shall hold Dart harmless from, any and all claims arising from errors or
omissions, except to the extent that such errors and omissions result from the
gross negligence or willful and wanton misconduct of Dart employees. In no
event shall Dart be liable for any consequential damages, including lost
profits, loss of use of facilities or injury to goodwill of SFW.
This Agreement may be terminated in its entirety or the provision of
specific Services or components of Services may be discontinued by either party
upon six months' prior written notice to the other party. Upon any such
termination, all files, computer programs, tapes and other personal property
maintained by Dart relating solely to the terminated Services shall be turned
over to SFW.
Neither party may assign this Agreement or any interest herein without
the prior written consent of the other, which consent shall not be unreasonably
withheld. This Agreement shall be binding on successors and assigns.
If this letter accurately sets forth your understanding of our
agreement, please sign where indicated below and return this letter to Dart.
This Agreement shall become effective as of the date hereof. The enclosed
executed copy of this letter is for your records.
Very truly yours,
DART GROUP CORPORATION
By /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
ACCEPTED and AGREED:
SFW ACQUISITION CORP.
By /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Secretary
