Exhibit 99.17
SECOND AMENDMENT TO ADVISORY SERVICES AGREEMENT
This SECOND AMENDMENT TO ADVISORY SERVICES AGREEMENT, dated
as of June 30, 1997 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 substantially all of the assets and
operations of Pumpkin Ltd. d/b/a Pumpkin Masters, Inc., a
Colorado corporation (the "Seller"), engaged in the business of
manufacturing and distributing pumpkin and watermelon carving
kits and accessories; and
WHEREAS, Security Capital formed an indirect subsidiary,
Pumpkin Ltd., a Delaware corporation ("Pumpkin"), to acquire such
assets and operations of the Seller and to own and operate the
business so acquired; and
WHEREAS, the purchase of such assets and operations of the
Seller by Pumpkin has been consummated as of the date hereof and,
concurrently therewith, Pumpkin and Security Capital entered into
a Management Advisory Services Agreement pursuant to which
Security Capital will provide or will cause to be provided to
Pumpkin 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 Pumpkin 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 $325,000 plus an amount equal to the greater of
$100,000 (the "Minimum") or 5% of the annual EBITDA of Pumpkin
Ltd., a Delaware corporation and indirect subsidiary of Security
Capital (as defined in the Asset Purchase Agreement, dated as of
June 30, 1997, among the Seller, Pumpkin, Pumpkin Masters
Holdings, Inc., a Delaware corporation, and Security Capital)
(the "Maximum"), for the services described in Section 1. A
portion of the Fee, in the amount of $106,250, shall be payable
quarterly in advance on the 26th day of each January, April, July
and October of each year during the term hereof. The difference
between the Maximum and the Minimum, if positive, for any year
during the term hereof shall be payable on the 26th day
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 assets and
operations of the Seller 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/ Xxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
