BUSINESSES FOR THEIR OWN RESPECTIVE
ACCOUNTS AND FOR THE ACCOUNT OF OTHER UNAFFILIATED PARTIES AND THAT, SUBJECT TO
SFM'S OBLIGATIONS UNDER ARTICLE 10 HEREOF, NO ASPECT OR ELEMENT OF THESE
ACTIVITIES WILL BE DEEMED TO BE ENGAGED IN FOR THE BENEFIT OF THE COMPANY NOR TO
CONSTITUTE A CONFLICT OF INTEREST OR BREACH OF ANY DUTY HEREUNDER.
SFM WILL BE
REQUIRED TO BRING ONLY THOSE INVESTMENTS AND/OR BUSINESS OPPORTUNITIES TO THE
ATTENTION OF THE COMPANY WHICH SFM, IN ITS SOLE DISCRETION, DEEMS APPROPRIATE.
5.
COMPENSATION OF SFM.
5.1
MANAGEMENT FEE.
DURING THE TERM OF THIS
AGREEMENT, IN CONSIDERATION FOR THE SERVICES TO BE RENDERED HEREUNDER, SFM WILL
RECEIVE AN ANNUAL FEE OF $500,000 ("BASE COMPENSATION"), PAYABLE TO SFM BY THE
COMPANY IN ARREARS ON A QUARTERLY BASIS.
THE BASE COMPENSATION SHALL BE PAID
WITHIN 10 BUSINESS DAYS OF THE END OF THE PRECEDING CALENDAR QUARTER.
THE BASE
COMPENSATION SHALL INCREASE AS OF JANUARY 1 OF EACH YEAR DURING THE TERM OF THIS
AGREEMENT BY THE POSITIVE PERCENTAGE CHANGE, IF ANY, IN THE CPI FROM THE MONTH
OF JANUARY OF THE PRECEDING YEAR TO THE MONTH OF JANUARY OF SUCH YEAR.
FOR
PURPOSES HEREOF, "CPI," FOR ANY MONTH OF JANUARY, MEANS THE CONSUMER PRICE INDEX
FOR ALL URBAN CONSUMERS, U.S. CITY AVERAGE, ALL ITEMS, NOT SEASONALLY ADJUSTED,
FOR SUCH MONTH AND COMPILED UPON DATA (WITH THE BASE 1982-84 EQUALS 100) FOR
SUCH MONTH (THE "INDEX").
IN THE EVENT THAT PUBLICATION OR ISSUANCE OF THE
INDEX IS DISCONTINUED OR SUSPENDED, THE CPI SHALL BE AN INDEX PUBLISHED OR
ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR OR ANY BUREAU OR AGENCY THEREOF
THAT COMPUTES INFORMATION FROM SUBSTANTIALLY THE SAME STATISTICAL CATEGORIES AND
SUBSTANTIALLY THE SAME GEOGRAPHIC AREAS AS THOSE COMPUTED IN THE INDEX AND THAT
WEIGHTS SUCH CATEGORIES IN A SUBSTANTIALLY SIMILAR WAY TO THE WEIGHTING OF THE
INDEX AS OF THE DATE HEREOF.
IN THE EVENT THAT THE INDEX IS CALCULATED UPON A
BASE YEAR OTHER THAN 1982-84, SUCH ADJUSTMENTS TO THE CPI FOR EACH CALENDAR YEAR
SHALL BE CALCULATED AS NECESSARY TO ENSURE THAT THE CPI FOR EACH SUCH CALENDAR
YEAR IS BASED ON THE SAME INDEX.
5.2
SUBORDINATION.
NOTWITHSTANDING THE
FOREGOING, SFM AGREES TO SUBORDINATE ITS RIGHT TO PAYMENT OF THE BASE
COMPENSATION IF AND TO THE EXTENT REQUIRED BY THE PRIMARY SECURED LENDER AND ANY
OTHER SECURED CREDITORS OF THE COMPANY PURSUANT TO THE TERMS AND CONDITIONS OF
THOSE CREDIT AGREEMENTS THEN IN EFFECT, PROVIDED THAT, IF AT ANY TIME ALL OR ANY
PORTION OF THE BASE COMPENSATION IS DEFERRED PURSUANT TO SFM'S OBLIGATION TO
SUBORDINATE UNDER THIS SECTION 5.2, OR THE BASE COMPENSATION OR ANY OTHER AMOUNT
PAYABLE HEREUNDER (IN THE AGGREGATE, THE "UNPAID AMOUNTS") IS OTHERWISE NOT PAID
IN A TIMELY MANNER, THEN ANY SUCH ACCRUED UNPAID AMOUNTS SHALL ACCRUE INTEREST
FROM AND AFTER THE DATE ON WHICH THEY WERE OTHERWISE PAYABLE AT AN ANNUAL RATE
EQUAL TO THE PRIME RATE PLUS FIVE PERCENT (5%) CALCULATED ON THE BASIS OF A
360-DAY YEAR AND FOR THE