Exhibit 10.101


 


AMENDMENT NO. 1 TO THE 

SECOND AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT


 


AMENDMENT NO. 1 to the SECOND AMENDED
AND RESTATED ADVISORY SERVICES AGREEMENT, dated as of March 31, 2006, among SECURITY
CAPITAL CORPORATION, a Delaware corporation (“Security
Capital”), and CAPITAL PARTNERS, INC., a Connecticut corporation (“Capital Partners”). 
Capitalized terms used but defined herein shall have the meanings
ascribed to such terms in the Advisory Services Agreement (as defined below).


 


W I T N E S S E T
H:


 


WHEREAS, Security Capital and
Capital Partners entered into that certain Second Amended and Restated Advisory
Services Agreement, dated as of December 23, 2005, and effective as of January
1, 2006 (the “Advisory Services Agreement”),
pursuant to which Capital Partners agreed to, among other things, continue,
from and after January 1, 2006, to provide advisory 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 for a fee of
$1,550,000 per annum;


 


WHEREAS, Security Capital has
commenced a formal sale process for the Sale of Security Capital in an effort
to maximize stockholder value by seeking for its stockholders the highest price
reasonably attainable for Security Capital; and


 


WHEREAS, pursuant to the
Advisory Services Agreement, the Board of Directors of Security Capital (the “Board”) has assigned Capital Partners, and its President and
Chief Executive Officer, the responsibility to manage the
formal sale process; and


 


WHEREAS, the Board has
determined that the appropriate structure for maximizing stockholder value in
the formal sale process and to receive the highest price reasonably attainable
for Security Capital is to engage in a Sale of Primrose prior to a Sale of
Security Capital; and


 


WHEREAS, Security Capital and Primrose
Holdings, Inc. (“Primrose”) have entered into that
certain Stock Purchase Agreement (the “Stock Purchase Agreement”),
dated as of February 10, 2006, among PHC Acquisition, Inc. (“PHC”), Primrose, Security Capital and the other parties set
forth on Schedule A and Schedule B thereto, pursuant to which PHC will acquire
all of the shares of Primrose held by Security Capital; and


 


WHEREAS, as a condition to
entering into the Stock Purchase Agreement, PHC required that Security Capital,
Capital Partners and Primrose amend the Advisory Services Agreement to remove
Primrose as a party without liability to Primrose or its subsidiaries other
than the payment of the $193,750 Fee that is payable by Primrose to Capital
Partners pursuant to the Advisory Services Agreement, which amount is being paid
by Primrose to Security Capital simultaneously with the execution of this Agreement;
and


 


WHEREAS, the Compensation
Committee of the Board, the Audit Committee of the Board and the full Board, a
majority of the members of which are independent directors, have


 

















 


unanimously determined
that such an amendment to the Advisory Services Agreement is in the best
interests of Security Capital and all of its stockholders; and


 


WHEREAS, Security Capital and
Capital Partners desire to amend the Advisory Services Agreement to reflect
such matters.


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree, intending to be legally bound, to amend the Advisory Services
Agreement, as follows:


 


1.             Primrose is hereby
removed as a party to the Advisory Services Agreement and is hereby released
from, and Security Capital and Capital Partners shall indemnify and save
Primrose harmless against, any and all liabilities, obligations, claims and
expense arising under, or with respect to, the Advisory Services Agreement.


 


2.             Section 1(b) of the
Advisory Services Agreement is hereby deleted in its entirety without liability.


 


3.             Section 2(b) of the
Advisory Services Agreement is hereby deleted in its entirety and replaced with
the following:


 


(b)           Notwithstanding
anything in this Agreement to the contrary, in the event of a Sale of Security
Capital, this Agreement shall automatically terminate on the earlier of (A) the
six-month anniversary of the consummation of the Sale of Security Capital and
(B) December 31 of the year in which the Sale of Security Capital is
consummated.


 


4.             Section 3 of the
Advisory Services Agreement is hereby deleted in its entirety and replaced with
the following:


 


3.             Advisory Fee.


 


(a)           Security Capital shall
pay to Capital Partners an advisory fee (the “Fee”)
at the rate of $1,550,000 per annum for the services described in Section
1.  The Fee shall be payable in equal
quarterly installments, in advance, with the installment for each quarter
payable on the first day of the first month of such quarter; provided
that, (i) in the event that a Sale of Security Capital is consummated on or
prior to March 31, 2006, Capital Partners shall not be entitled to receive the
$387,500 payment for the fourth quarter of 2006, (ii) in the event that a
Sale of Security Capital is consummated after March 31, 2006 but on or prior to
June 30, 2006, the $387,500 payment for the fourth quarter of 2006 shall be
prorated and adjusted for the number of days elapsed during the fourth quarter
of 2006 prior to the date of the termination of this Agreement pursuant to
Section 2(b) of this Agreement and (iii) the portion of the Fee payable by
Security Capital with respect to each of the second and third quarters of 2006
will be reduced by $96,875 (which amount represents the portion of the Fee paid
by Primrose to Security Capital).  The
Fee shall be subject to an appropriate adjustment, as reasonably agreed by the
affected parties pursuant to Section 9, whenever there is the occurrence of any
material unforeseen event, including, but not limited to, any significant
change in the scope of the operations of Security Capital such as, for example,
a significant change in


 


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scope which results from any acquisition or
disposition made by Security Capital (other than a Sale of Security Capital or
a Sale of Primrose).  The Fee shall be
exclusive of reasonable out-of-pocket costs incurred by Capital Partners directly
in the performance of the services described in Section 1, which out-of-pocket
costs shall be reimbursed in accordance with 

Section 4.


 


(b)           Notwithstanding
anything in this Agreement to the contrary, in the event of a Sale of Security
Capital, Security Capital shall be obligated to (i) pay its portion of the next
installment payment of the Fee simultaneously with the consummation of the Sale
of Security Capital and (i) pay its portion of any other installment payment of
the Fee due during the six-month period following the Sale of Security Capital
at the time such installment payment is payable under this Agreement.


 


5.             Section 4 of the
Advisory Services Agreement is hereby deleted in its entirety and replaced with
the following:


 


4.             Costs.  Security Capital shall promptly reimburse
Capital Partners for all reasonable out-of-pocket costs incurred directly in
connection with the services to be provided under this Agreement to Security
Capital, except for rent, utilities and compensation for any employees of
Capital Partners; provided that nothing in this Agreement shall be
deemed to require Capital Partners to advance funds on behalf of Security
Capital for payment of out-of-pocket expenses. 
In particular, except as otherwise determined by a majority of the
independent directors on the Board, in their sole discretion, no separate
compensation shall be paid by Security Capital to, among any others, Brian D.
Fitzgerald, A. George Gebauer, William R. Schlueter or Richard O’Connor,
or their successors, who serve as officers of Security Capital, and who are
also employees of Capital Partners.  Such
reimbursement shall be made promptly after receipt of invoices therefor
submitted by Capital Partners to Security Capital from time to time.


 


6.             The proviso set forth
at the end of the first sentence of Section 9 of the Advisory Services
Agreement is hereby deleted in its entirety.


 


7.             Except as expressly
set forth herein, this amendment to the Advisory Services Agreement shall not
by implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Advisory Services Agreement, all of which shall remain in full force and
effect.  This amendment may be executed
in counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument. 
This amendment shall be governed by and construed in accordance with the
laws of the State of Connecticut.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this amendment to be duly executed as of the date first
above written.


 


	
   

  	
  SECURITY CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Richard W.
  O’Connor

  	
   

  
	
   

  	
   

  	
  Name: Richard W. O’Connor

  
	
   

  	
   

  	
  Title: Controller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPITAL PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/
  William R. Schlueter

  	
   

  
	
   

  	
   

  	
  Name: William R. Schlueter

  
	
   

  	
   

  	
  Title: Managing Director and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED AND ACKNOWLEDGED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRIMROSE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Jo
  Kirchner

  	
   

  
	
   

  	
   

  	
  Name: Jo Kirchner

  
	
   

  	
   

  	
  Title: Vice President

  
					



 


[Signature Page to Amendment No. 1 to the
Second Amended and Restated Advisory Services Agreement]