Exhibit
10.1


 


As of March 30,
2005


 


Services Acquisition
Corp. International

401 East Las Olas Boulevard


Suite 1140


Fort Lauderdale, Florida
33301


 


Broadband Capital
Management LLC


805 Third Avenue


New York, New York 10022


 


Re:              Initial
Public Offering


 


Gentlemen:


 


The undersigned
stockholder, officer and director of Services Acquisition Corp. International (“Company”),
in consideration of Broadband Capital Management LLC (“Broadband “) entering
into a letter of intent (“Letter of Intent”) to underwrite an initial public
offering of the securities of the Company (“IPO”) and embarking on the IPO
process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 11 hereof):


 


1.                                       If
the Company solicits approval of its stockholders of a Business Combination,
the undersigned will vote all Insider Shares owned by her in accordance with
the majority of the votes cast by the holders of the IPO Shares.


 


2.                                       In
the event that the Company fails to consummate a Business Combination within 18
months from the effective date (“Effective Date”) of the registration statement
relating to the IPO (or 24 months under the circumstances described in the
prospectus relating to the IPO), the undersigned will take all reasonable
actions within her power to cause the Company to liquidate as soon as
reasonably practicable.  In such event,
the undersigned hereby waives any and all right, title, interest or claim of
any kind in or to any liquidating distributions by the Company, including,
without limitation, any distribution of the Trust Fund (as defined in the
Letter of Intent) as a result of such liquidation with respect to her Insider
Shares (“Claim”) and hereby waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Fund for any reason
whatsoever.  The undersigned agrees to
indemnify and hold harmless the Company against any and all loss, liability,
claims, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by
any vendor that is owed money by the Company for services rendered or products
sold but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount in the Trust Fund (as
defined in the Letter of Intent).


 


3.                                       In
order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, those opportunities to acquire an operating company the
undersigned reasonably believes are suitable opportunity for the Company, until
the earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be
an officer or director of the Company, subject to any fiduciary obligations the
undersigned might have.


 


4.                                       The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination which involves a company which is affiliated with any of
the Insiders unless the Company obtains an


 





















 


opinion from an
independent investment banking firm reasonably acceptable to Broadband Capital
Management LLC that the business combination is fair to the Company’s
stockholders from a financial perspective.


 


5.                                       Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to the consummation of
the Business Combination; provided that the undersigned shall be entitled to
reimbursement from the Company for her out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination.


 


6.                                       Neither
the undersigned, any member of the family of the undersigned, or any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of
the undersigned or any Affiliate of the undersigned originates a Business
Combination.


 


7.                                       The
undersigned will escrow his Insider Shares for the three year period commencing
on the Effective Date subject to the terms of a Stock Escrow Agreement which
the Company will enter into with the undersigned and an escrow agent acceptable
to the Company.


 


8.                                       The
undersigned agrees to be the Chairman of the Board and Chief Executive Officer
of the Company until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company.  The undersigned’s
biographical information furnished to the Company and Broadband and attached
hereto as Exhibit A is true and accurate in all respects, does not omit any
material information with respect to the undersigned’s background and contains
all of the information required to be disclosed pursuant to Section 401 of
Regulation S-K, promulgated under the Securities Act of 1933.  The
undersigned’s Questionnaire furnished to the Company and Broadband and annexed
as Exhibit B hereto is true and accurate in all respects.  The
undersigned represents and warrants that:


 


(a)                                  he
is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;


 


(b)                                 he
has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is
not currently a defendant in any such criminal proceeding; and


 


(c)                                  he
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.


 


9.                                       The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as Chairman of
the Board and Chief Executive Officer of the Company.


 


10.                                 The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Broadband and its legal representatives or
agents (including any investigative search firm retained by Broadband) any
information they may have about the undersigned’s background and finances (“Information”). 
Neither Broadband nor its agents shall be violating the undersigned’s right of
privacy in any manner in requesting and obtaining the Information and the
undersigned hereby releases them from liability for any damage whatsoever in
that connection.


 


11.                                 As
used herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization or
otherwise, of an operating business that provides services selected by the
Company; (ii) “Insiders” shall mean all officers, directors and stockholders of
the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
of the shares of Common Stock of the Company owned by an Insider prior to the
IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
Company’s IPO.


 





















 


12.                                 The
undersigned hereby agrees that any action, proceeding or claim against the
undersigned arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive.  The undersigned hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenience
forum.


 


 


	
   

  	
  STEVEN R. BERRARD

  
	
   

  	
  Print Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Steven
  R. Berrard

  	
   

  
	
   

  	
  Signature

  



 





















 


EXHIBIT A


 


Steven R.
Berrard has been our chairman of the board and chief executive officer since
our inception.  Mr. Berrard has served as
Managing Partner of New River Capital Partners, a private equity fund, which he
co-founded, since 1997.  Prior to
co-founding New River Capital Partners, from 1996 to 1999, Mr. Berrard was the
co-founder and Co-Chief Executive Officer of AutoNation, Inc., the nation’s
leading automotive retail company.   When
Mr. Berrard left AutoNation in 1999, the operations of AutoNation included more
than 400 automotive dealerships, National Car Rental, Alamo Rent-A-Car and
Car-Temps U.S.A.  In three years, Mr.
Berrard guided AutoNation from a fledgling enterprise to the 83rd largest
company on the 1999 Fortune 500 with over $20 billion in revenue.  During his time at AutoNation, Mr. Berrard
was also instrumental in the growth (both organic and via acquisition) of the
automotive businesses, but also of the company’s alarm monitoring and waste
disposal business units; the alarm monitoring business was sold in 1997 for
$610 million, the waste disposal business was sold to shareholders in 1999 as
Republic Services, which today is a publicly traded company with a market
capitalization in excess of $4.9 billion. Mr. Berrard served as a
director of Gerald Stevens, Inc., a retailer and marketer of flowers, plants
and decorative gifts, from April 1999, and as Chairman of the Board from
October 1999, until immediately following Gerald Stevens, Inc.'s filing
for Chapter 11 bankruptcy protection on April 23, 2001.


 


Prior to joining AutoNation,
from 1987 to 1996, Mr. Berrard served as President and Chief Executive Officer
of the Blockbuster Entertainment Group, and as a member of the Board of
Directors of Viacom, Inc.  As President
and Chief Executive Officer, Mr. Berrard was responsible for the direction and
operation of more than 70,000 employees at 4,500 Blockbuster stores located in
20 countries, Showtime Networks, Spelling Entertainment Group, Paramount Parks,
and Virgin Interactive Entertainment.


 


Prior to his tenure with
Blockbuster, Mr. Berrard served as President of Huizenga Holdings, Inc., and
served in various positions with subsidiaries of Huizenga Holdings, including
Waco Leasing Company and Port-O-Let International, Inc., where he was
President, Chief Financial Officer, Treasurer and Secretary.  Prior to joining Huizenga Holdings, Mr.
Berrard was employed by Coopers & Lybrand.


 


Mr. Berrard earned his BS in
Accounting from Florida Atlantic University and is a member of the Board of
Directors of HealthSouth (Audit Committee and Chairman of the Finance
Committee), and Swisher International, Inc. 
He has also served on the Board of Birmingham Steel prior to its sale in
2002 as well as the Board of Boca Resorts, Inc. prior to its sale to the
Blackstone Group in December 2004. In 2001, Governor Jeb Bush appointed
Mr. Berrard as a Commissioner of the North Broward Hospital District where he
serves as Chairman of the Finance Committee, the Management Information Systems
Committee and the Pension Committee.