Free Declaration - District Court of Arizona - Arizona

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Case 2:02-cv—O2099-RCB Document 345-26 Filed O3/10/2006 Page10f3

{QRQEQSIONAL SERVICES AGRE@;€_[·{[
THIS PROFESSIONAL SERVICES AGREEMENT (this "_._¢3_g;;em;m"), dazedns of
Scptcmbcr 27, 1999, botwccn GTCR Goldcr Rauncx, L.L.C., a Delaware limited liability company
("g¤j 1 {QB"), and Kirkcu, lnc., a Delaware corporation (thc Eompgy').
WHEREAS, GTCR Fund VI. L.P., a Delaware limited partnership ("QLQK). GT CR
VI Executive Fund, L.P., a Delaware limited partnership ("Ezgggutivc Fund') and GTCR Associates
VI, al Delaware gmzcral parmcxship ("Associatc; Fggd") (each an "lnvcggog" and collectively, thc
"]_¤y;;_gg;;") will purchase (thc ’ pursuant to that certain Purchase Agreement (thc
ofcven dau: herewith bctwccn the Company and thc Investors, a portion of
me Companys Common Stock, par valuc $0.0l pcr share (thc "Cgmrggg §togk"), and Class A
· Prcfcncd Stock, par value $0.0l per share (thc ”C]ass A Prcfggd" and together with thc Common
Stock, thc "§1.¢zsk"); V 1
WHEREAS, thc Company desires to receive financial and management consulting ·
services from GTCR, and obtain the benefit of the experience of GTCR in business and financial
management generally and its knowledge of the Company and the Company?. financial affairs in
particular; and
WHEREAS, in connection with the lnvcstmcnt, GTCR is willing to provide financial
and mauagcmcnt consulting services xo the Company and the compensation arrangements set forth
in this Agrccmcm are designed to compensate GTCR for such services.
NOW, THEREFORE, in consideration ofthe foregoing premises and thc respective
agreements hereinafter sci forth and the mutual benefits io bc derived hercfrom, GTCR and thc
Company hcrcby agrcc as follows:
l. . The Company hereby engages GTCR as a financial and
management consultant, and GTCR hereby agrees to provide Hnancial and management consulting
services to the Company, all on the terms and subject to the conditions sat forth below.
2. . GTCR hcrcby agrees during the term of this engagement
to consult with thc Company': board of directors (thc "Board") and management ofthe Company and
its subsidiaries in such manner and on such business and financial matters as may be reasonably
requested from time to Lime by the Board, including but not limited to:
(i) corporate strategy;
(ii) budgeting of future corporate investments;. ' ’ V ` V
(iii) acquisition and divcstiturc strategies; and
(iv) debt and equity Enancings.
3. Pcrsggggl. GTCR shall provide and devote to the performance of this
Agreement such partners, employees and agents 0f'G'l"CR as GTCR shall dccm appropriate for thc
furnishing ofthe services required thcrcby. 62
i Exmerr g GTCR O
·· Exoozw-001
Case 2:02-cv—O2099-RCB Document 345-26 Filed O3/10/2006 Page 2 of 3

IN WITNESS WHEREOF, GTCR and the Company have caused this Professional
Services Agreement to bc duly executed and delivered on the date and year first above written.
I GTCR GOLDER RAUNER, L.L.C.
By:
·
IB: Principal
KIRKCO, INC.
I _ By:
Name: I n.
Its: Chief Executive Officer -
mea 003166
Siam rum PAGE ro THE monsssromz. $1212 VJCESAGREEMENT
EXOO87—OO5
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