EXHIBIT 99.7
FOURTH AMENDMENT TO ADVISORY SERVICES AGREEMENT
FOURTH AMENDMENT TO ADVISORY SERVICES AGREEMENT (this "Amendment") dated
as of December 21, 2000, 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, as amended (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 Health Power, Inc. ("HPI"); and
WHEREAS, Security Capital formed WC Holdings, Inc. ("WC Holdings") and HP
Acquisition Corp. to acquire HPI (the Acquisition"); and
WHEREAS, the Acquisition has been consummated as of the date hereof and,
concurrently therewith, Security Capital entered into a Management Advisory
Services Agreement (the "Management Agreement") with HPI and its subsidiaries
(collectively, the "Companies"), 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, corporate finance and
related 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 the 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:
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"Security Capital shall, during the term of this Agreement, pay to
Capital Partners an annual advisory fee (the "Fee") in an initial
amount of $453,000, plus an amount equal to 5% of EBITA (as defined
in the Loan Agreement of even date herewith, among each of the
Companies, WC Holdings, Inc. and Bank One, N.A.) for the services
described in Section 1 of the Management Agreement. The Fee shall be
due and payable in installments in the same amounts as, and at the
same times that, the "Fee" (as defined in the Management Agreement)
is due and payable to SCC under the Management Agreement."
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 indirect acquisition by Security Capital of the
Companies, 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 Amendment, Security Capital
has acted through its independent directors.
4. Each of Capital Partners and Security Capital hereby ratifies and confirms
the Original Agreement (as heretofore amended) in all respects, except as
amended hereby.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.
SECURITY CAPITAL CORPORATION
By: /S/ XXXXX X. XXXXXXXXXX
Name: Xxxxx X. Xxxxxxxxxx
Title: Chairman
CAPITAL PARTNERS, INC.
By: /S/ XXXXX X. XXXXXXXXXX
Name: Xxxxx X. Xxxxxxxxxx
Title: President
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