Exhibit
10.9


 


AMENDED AND
RESTATED


ADVISORY
SERVICES AGREEMENT


 


AGREEMENT
dated as of January 1, 2004 between SECURITY CAPITAL CORPORATION, a Delaware
corporation, (“Security Capital”), and CAPITAL PARTNERS, INC., a Connecticut
corporation (“Capital Partners”).


 


WITNESSETH


 


WHEREAS,
Security Capital and Capital Partners entered into an Advisory Services
Agreement dated as of January 1, 2003 (the “Original Advisory Services
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;


 


WHEREAS,
Security Capital and Capital Partners entered into a First Amendment to
Advisory Services Agreement dated as of November 4, 2003 (the “First
Amendment”) amending, among other things, the advisory fee payable by Security
Capital to Capital Partners; and


 


WHEREAS,
Security Capital and Capital Partners desire to further amend and restate the
Original Advisory Services Agreement, as amended by the First Amendment.


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree, intending to be legally bound, hereby amend and restate the original
Advisory Services Agreement, as amended by the First Amendment, as follows:


 


1. Advisory
Services. Capital Partners shall, during the periods provided for in
Section 2, 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.


 


2. Advisory
Periods. Capital Partners shall provide the services described in Section 1
for a period of one year commencing on January 1, 2004 and ending on December
31, 2004 and, thereafter, for successive additional one-year periods unless
either party gives written notice of termination to the other party not less
than 60 days 


 

















 


prior to
December 31, 2004 or the end of any such additional period in which case the
period during which Capital Partners shall provide such services shall
terminate as of December 31, 2004 or the end of such additional period, as the
case may be.


 


3. Advisory
Fee. 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.


 


The Fee shall
be subject to an appropriate adjustment, as reasonably agreed by the parties
pursuant to Section 7, 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 and its subsidiaries, such as, for
example, a significant change in scope which results from any acquisition or
disposition made by Security Capital or any of its subsidiaries.


 


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.


 


4. Costs.
Security Capital shall reimburse Capital Partners for all reasonable
out-of-pocket costs incurred directly in connection with the services described
in Section 1 except for rent, utilities and compensation for any employees of
Capital Partners. In particular, no separate compensation will be paid by
Security Capital to, among any others, Brian D. Fitzgerald, A. George Gebauer,
William R. Schlueter, Diane M. LaPointe or Ryan D. Bell, or their successors,
who serve as officers of Security Capital, and who are also employees of
Capital Partners. Such reimbursement shall be made within a reasonable period
after receipt of invoices therefor submitted by Capital Partners to Security
Capital from time to time.


 


5. Acquisition
Opportunities. From time to time, Capital Partners may present acquisition
opportunities to Security Capital which Capital Partners believes may be
appropriate for Security Capital. However, Capital Partners is under no
obligation to present any or all acquisition candidates of which it is aware to
Security Capital.


 


6. Investment
Banking Advisory Fee. In the event that Security Capital or any of its
subsidiaries completes any acquisition which was presented to Security Capital
by Capital Partners, Security Capital shall pay an investment banking advisory
fee to Capital Partners in an amount which is reasonable and customary for
transactions of such size and complexity as reasonably agreed to in advance by
the parties pursuant to


 


2

















 


Section 7.


 


7. Amendment
and Modifications; Further Agreements. Subject to applicable law, this
Agreement may be amended, modified or supplemented only by the written
agreement of Security Capital and Capital Partners. For purposes of this Agreement,
Security Capital shall act only with the approval of its independent directors.


 


8. Headings.
The Section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.


 


9. Execution
in Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.


 


10. Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut.


 


3

















 


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


 


	
   

  	
  SECURITY CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  R. Schlueter

  	
   

  
	
   

  	
   

  	
  William R. Schlueter

  
	
   

  	
   

  	
  Vice President and Chief Financial

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPITAL PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian D.
  Fitzgerald

  	
   

  
	
   

  	
   

  	
  Brian D. Fitzgerald

  
	
   

  	
   

  	
  President

  



 


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