LEASE AGREEMENTLease Agreement • April 16th, 1999 • Security Capital Corp/De/ • Insurance agents, brokers & service
EXHIBIT 10.51Loan and Security Agreement • April 10th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
EXHIBIT 99.12 EMPLOYMENT AGREEMENT This agreement is made effective as of the "Closing Date," among WC Holdings, Inc., a Delaware corporation ("WCH"), Health Power, Inc., a Delaware corporation ("HPI"), CompManagement, Inc., an Ohio corporation...Employment Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
RECITALSStockholders' Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
EXHIBIT 99.2 NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 21, 2000Note Purchase Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
WITNESSETH:Stock Purchase Agreement • April 16th, 1999 • Security Capital Corp/De/ • Insurance agents, brokers & service • Georgia
AMONGCredit Agreement • April 16th, 1999 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
EXHIBIT 10.60 EXCHANGE AGREEMENT EXCHANGE AGREEMENT EXCHANGE AGREEMENT dated as of March 19, 1998 among Security Capital Corporation (the "Company"), CP Acquisition, L.P. No. 1, FGS, Inc., Capital Partners, Inc., A. George Gebauer, Frank J. Sokol,...Exchange Agreement • April 14th, 1998 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
EXHIBIT 10.23Loan and Security Agreement • April 10th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
WITNESSETH:Warrant Agreement • April 16th, 1999 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
AMONGLoan Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service
Exhibit 99.14 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated June 27, 1997 (this "Agreement"), by and between Pumpkin Ltd., a Delaware corporation (the "Company"), and Gay Burke (the "Executive"). WHEREAS, pursuant to an Agreement dated June 27,...Employment Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
JOINDER AGREEMENT -----------------Joinder Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service
WITNESSETH:Tax Allocation Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service
Exhibit 2(c) STOCKHOLDER VOTING AGREEMENT (AND IRREVOCABLE PROXY) STOCKHOLDER VOTING AGREEMENT (this "Agreement") dated June 8, 2000 (this "Agreement"), by and among Security Capital Corporation, a Delaware corporation ("Parent"), and Bernard F....Stockholder Voting Agreement • June 16th, 2000 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
EXHIBIT 99.14 MANAGEMENT CONSULTING AGREEMENT MANAGEMENT CONSULTING AGREEMENT ("this Agreement") dated as of December 21, 2000, by and among Health Power, Inc., a Delaware corporation ("HPI"), CompManagement, Inc., an Ohio corporation ("CMI"),...Management Consulting Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
ASSET PURCHASE AGREEMENT by and among PUMPKIN LTD. d/b/a PUMPKIN MASTERS, INC., PUMPKIN LTD., PUMPKIN MASTERS HOLDINGS, INC. and SECURITY CAPITAL CORPORATION Dated as of June 27, 1997Asset Purchase Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
WITNESSETHAdvisory Services Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service
CREDIT AGREEMENT dated as of June 27, 1997 among PUMPKIN LTD., PUMPKIN MASTERS HOLDINGS, INC., THE LENDERS referred to herein and NATIONSCREDIT COMMERCIAL CORPORATION, as AgentCredit Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
CORRECTIVE AMENDMENT TO SUBORDINATED PROMISSORY NOTESecurity Capital Corp/De/ • January 13th, 1997 • Insurance agents, brokers & service • Rhode Island
PURCHASE AGREEMENTPurchase Agreement • August 1st, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • Texas
JOINT FILING AGREEMENTJoint Filing Agreement • June 16th, 2000 • Security Capital Corp/De/ • Insurance agents, brokers & service
Exhibit 99.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated June 27, 1997 (this "Agreement"), by and between Pumpkin Ltd., a Delaware corporation (the "Company"), and Kea Bardeen (the "Executive"). WHEREAS, pursuant to an Agreement dated June 27,...Employment Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
Exhibit 99.5 COMPANY SECURITY AGREEMENT AGREEMENT dated as of June 27, 1997 between Pumpkin Ltd., a Delaware corporation (together with its successors, the "Company"), and NationsCredit Commercial Corporation, as Agent for the Lenders referred to...Company Security Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
MODIFICATION AGREEMENTExhibit 5 • August 1st, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • Texas
EXHIBIT 99.6 MANAGEMENT ADVISORY SERVICES AGREEMENT MANAGEMENT ADVISORY SERVICES AGREEMENT ("this Agreement") dated as of December 21, 2000, by and among Health Power, Inc., a Delaware corporation ("HPI"), CompManagement, Inc., an Ohio corporation...Management Advisory Services Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
W I T N E S S E T H:Seller Subordination Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
VOTING AGREEMENTVoting Agreement • June 15th, 2006 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of June 12, 2006, among Sedgwick CMS Holdings, Inc., a Delaware corporation (the “Buyer”), GOSC Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub”), and the stockholders of Security Capital Corporation, a Delaware corporation (the “Company”), whose names appear on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
Exhibit 99.15 PUMPKIN LTD. STOCK OPTION AGREEMENT AGREEMENT made and entered into as of the 27 day of June, 1997, by and between PUMPKIN LTD., a Delaware corporation with its principal office at 427 East Bayaud, Denver, Colorado (the "Company"), and...Stock Option Agreement Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service
ARTICLE I DEFINITIONSWarrantholders Rights Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
AMENDED AND RESTATED ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • August 16th, 2004 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
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”).
GUARANTY FEE AGREEMENTGuaranty Fee Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
THIS GUARANTY FEE AGREEMENT (this “Agreement”) is made as of April 5, 2002, by and between Security Capital Corporation, a Delaware corporation (“SCC”), and Brian D. Fitzgerald (“Fitzgerald”).
FIFTH AMENDMENT TO ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service
This FIFTH AMENDMENT TO ADVISORY SERVICES AGREEMENT, dated as of April 5, 2002, by and between SECURITY CAPITAL CORPORATION, a Delaware corporation (“Security Capital”), and CAPITAL PARTNERS, INC., a Connecticut corporation (“Capital Partners”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 28th, 2003 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
THIS FIRST AMENDMENT TO LOAN AGREEMENT ("Amendment") is made and entered into effective as of December 31, 2002 in Columbus, Ohio, by and among PRIMROSE SCHOOL FRANCHISING COMPANY, a Georgia corporation (the "Borrower"), PRIMROSE HOLDINGS, INC., a Delaware corporation ("PHI"), SECURITY CAPITAL CORPORATION, a Delaware corporation ("SCC" and, together with PHI, the "Corporate Guarantors"), BRIAN D. FITZGERALD, an individual (the "Individual Guarantor"), and BANK ONE, N.A., a national banking association with its corporate headquarters in Columbus, Ohio (the "Lender").
Exhibit 99.7 SECURITY CAPITAL PLEDGE AND GUARANTY AGREEMENT AGREEMENT dated as of June 27, 1997 between Security Capital Corporation, a Delaware corporation ("Security Capital") and NationsCredit Commercial Corporation, as Agent for the Lenders...Security Capital Pledge and Guaranty Agreement • July 10th, 1997 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York
