Exhibit 10.3


 


FORM OF
SERVICES AGREEMENT, dated as of [            ],
200[ ] (the “Agreement”), by and among LNR Management LLC, a Delaware
limited liability company (the “Manager”), LNR Capital Corporation, a
Maryland corporation (the “Company”), and LNR Property Holdings Ltd., a
Bermuda exempted company (“LNR”).


 


W I T N E S S E T H:


 


WHEREAS, the
Manager has entered into a management agreement (as such agreement may be
amended from time to time, the “Management Agreement”), dated as of [       ],
200[  ], between the Company and the Manager; and


 


WHEREAS, LNR
desires to provide such services, including personnel, services and resources,
to the Manager to enable the Manager to perform its duties under the Management
Agreement.


 


NOW THEREFORE,
in consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto hereby agree as
follows:


 


1.                                       Agreement
to Provide Services.  LNR agrees to
provide or cause to be provided to the Manager, and for the benefit of the
Manager and the Company, such personnel, services and resources to enable the
Manager to carry out its obligations and responsibilities under Section 2
of the Management Agreement as if it were a party thereto.


 


2.                                       Term.  Except as provided in Section 3, this
Agreement will terminate upon the termination of the Management Agreement.


 


3.                                       Assignments.  Except (i) as provided under the
Management Agreement or (ii) to a party that (a) acquires all or a
substantial portion of the personnel and resources of LNR necessary to perform
the duties of LNR under this Agreement and (b) assumes the duties of LNR
under this Agreement whereupon this Agreement shall automatically terminate
upon any such assignment, this Agreement may not be assigned by any party
hereto, in whole or in part, unless such assignment is consented to in writing
by the other parties.


 


4.                                       Fees
and Expenses.  Nothing in this
Agreement shall be deemed (i) to affect any expense reimbursement or fee
obligations owed by the Company to the Manager under the Management Agreement
or (ii) to preclude or affect any expense reimbursement or fee arrangement
between the Manager and LNR.


 


5.                                       Right
of First Offer.  For the benefit of
the Company and the Manager, LNR agrees to be bound by all of the provisions of
Section 3(a) of the Management Agreement as if it were a party
thereto.


 


6.                                       Governing
Law.  This Agreement and the rights
and obligations of the parties under this Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.


 





















 


7.                                       Counterparts.  This Agreement may be executed by the parties
to this Agreement on any number of separate counterparts (including by telecopy),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


 


8.                                       Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


9.                                       Binding
Nature of Agreement; Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns as provided in this
Agreement.


 


10.                                 Amendments.  This Agreement may not be modified or amended
other than by an agreement in writing signed by the parties hereto.


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


 


	
   

  	
  LNR MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LNR PROPERTY HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LNR CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
				



 


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