EXHIBIT 6
THIRD AMENDMENT TO ADVISORY SERVICES AGREEMENT
This THIRD AMENDMENT TO ADVISORY SERVICES AGREEMENT, dated as of April 6,
1999, by and between SECURITY CAPITAL CORPORATION, a Delaware corporation
("Security Capital"), and CAPITAL PARTNERS, INC., a Connecticut corporation
("Capital Partners").
WITNESSETH
WHEREAS, Capital Partners and Security Capital entered into a certain
Advisory Services Agreement dated as of January 26, 1990 (the "Original
Agreement"), pursuant to which Capital Partners agreed to provide advisory and
other services to Security Capital and its subsidiaries in the areas of
investments, general administration, corporate development, strategic planning,
stockholder relations, financial matters and general business policy; and
WHEREAS, Capital Partners presented to Security Capital a potential
acquisition of all of the issued and outstanding shares of capital stock of
Jewel I, Inc. d/b/a Primrose Country Day School ("Country Day"), Metrocorp
Properties, Inc. ("Metrocorp") and Primrose School Franchising Company
("Primrose") (Primrose, Country Day and Metrocorp are referred to individually
as a "Company" and collectively as the "Companies") (the shares of all of the
Companies are referred to collectively as the "Shares"); and
WHEREAS, Security Capital formed Primrose Holdings, Inc. ("Holdings") to
acquire the Shares; and
WHEREAS, the purchase of the Shares by Holdings has been consummated as of
the date hereof and, concurrently therewith, the Companies and Security Capital
entered into a Management Advisory Services Agreement pursuant to which Security
Capital will provide or will cause to be provided to the Companies management
advisory services in the areas of corporate development, strategic planning,
investment and financial matters and general business policies; and
WHEREAS, Security Capital intends to request the assistance of Capital
Partners in providing such management advisory services to the Companies from
time to time and, in connection therewith, Capital Partners and Security Capital
desire to amend their Original Agreement to assure Capital Partners of adequate
compensation in respect of such additional services.
NOW THEREFORE, in consideration of the premises and for good and valuable
other consideration, receipt of which is hereby acknowledged, the parties hereto
agree, intending to be legally bound, as follows:
1. Section 2 of the Original Agreement is hereby amended to increase the
"Fee" payable thereunder by amending the first paragraph of said Section 2
to read in its entirety as
follows:
"Security Capital shall, during the term of this Agreement, pay to
Capital Partners as annual advisory fee (the "Fee") in an initial
amount of $400,000 plus an amount equal to the greater of $ 250,000
(the "Minimum") or 5% of the annual EBITDA (as defined in the Stock
Purchase Agreement dated as of April 6, 1999, by and among Security
Capital, Holdings, Xxxx X. Xxxxx and The Xxxx X. Xxxxx Grantor
Retained Annuity Trust) of the Companies (the "Maximum"), for the
services described in Section 1 of the Management Advisory Services
Agreement. A portion of the Fee, in the amount of $20,833.33, shall
be payable monthly on the fifth day of each month of each year
during the term hereof. The Fee due for April 1999 shall be the pro
rata portion of the Fee allocable to the period of time from the
date hereof through April 30, 1999. Such pro rata monthly fee shall
be due on the date hereof. The difference between the Maximum and
the Minimum, if positive, for any year during the term hereof shall
be payable on the fifth day of April immediately following the year
for which the Maximum has last been determined."
2. The parties hereto recognize that the scope of operations of Security
Capital and, in particular, changes in the scope of such operations
resulting from the acquisition of the stock and operations of the
Companies made indirectly by Security Capital, warrant an adjustment to
the "Fee" payable under the Original Agreement.
3. Security Capital hereby represents that, in accordance with Section 7 of
the Original Agreement, for purposes of this Second Amendment, Security
Capital has acted through its independent directors.
4. Each of Capital Partners and Security Capital hereby ratifies and confirms
the Original Agreement in all respects, except as amended hereby.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the day
and year first above written.
SECURITY CAPITAL CORPORATION
By: /S/ A. XXXXXX XXXXXXX
Name: A. Xxxxxx Xxxxxxx
Title:President
CAPITAL PARTNERS, INC.
By:/S/ A. XXXXXX XXXXXXX
Name: A. Xxxxxx Xxxxxxx
Title: Vice President
