EXHIBIT 7
TAX SHARING JOINDER AGREEMENT
Agreement dated as of April 6, 1999 among Security Capital
Corporation, a Delaware corporation ("SCC"), Primrose Holdings, Inc., a Delaware
corporation ("Holdings"), The Jewel I, Inc. d/b/a Primrose Country Day School
("Jewel"), Primrose School Franchising Company ("Primrose") and Metrocorp
Properties, Inc. ("Metrocorp").
WHEREAS, as of the date of this Agreement, SCC directly owns 98% of
the outstanding shares of stock of Holdings and Holdings directly owns 100% of
Jewel, Primrose and Metrocorp;
WHEREAS, each directly or indirectly owned subsidiary of SCC that is
or that becomes eligible as an "includible corporation" to join in the
consolidated federal income tax return of SCC under Section 1501 of the Internal
Revenue Code of 1986 (the "Code"), as amended, by virtue of being a member of an
"affiliated group" (the "Group") of which SCC is the "common parent," as those
terms are defined in Section 1504 of the Code, consents or may consent to the
filing of such a return;
WHEREAS, SCC is a party to a Consolidated Income Tax Sharing
Agreement dated May 17, 1996 (the "Tax Sharing Agreement") between SCC and P.H.
Holdings, Inc., a Delaware corporation, and Possible Dreams Ltd., a Delaware
corporation, which provides for the proper allocation of federal income tax
liability of such parties, all of which are members of the Group, among
themselves;
WHEREAS, Pumpkin Masters Holdings, Inc., a Delaware corporation
("Holdings") and Pumpkin Ltd., a Delaware corporation ("Pumpkin") became parties
to the Tax Sharing Agreement pursuant to a Joinder Agreement dated as of June
27, 1997 between SCC, Holdings and Pumpkin;
WHEREAS, the Tax Sharing Agreement provides that, upon the joint
consent of SCC and any corporation that becomes a directly or indirectly owned
subsidiary of the Company, such corporation may become a party to the Tax
Sharing Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
1. JOINDER. SCC consents to each of Holdings, Jewel, Primrose and
Metrocorp being bound by and becoming a party to, and each of Holdings, Jewel,
Primrose and Metrocorp agrees to be bound by and become a party to, the terms
and principles of the Tax Sharing Agreement, and each party to this Agreement
shall use its best efforts to effectuate such intention.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
SECURITY CAPITAL CORPORATION
By: /S/ A. XXXXXX XXXXXXX
Name: A. Xxxxxx Xxxxxxx
Title: President
PRIMROSE HOLDINGS, INC.
By: /S/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: President
THE JEWEL I, INC.
By:/S/ XXXXXX XXXXXX
Name:Xxxxxx Xxxxxx
Title:President
PRIMROSE SCHOOL FRANCHISING COMPANY
By:/S/ XXXXXX XXXXXX
Name:Xxxxxx Xxxxxx
Title: President
METROCORP PROPERTIES, INC.
By: /S/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: President
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