REPLACEMENT PROMISSORY NOTE $4,464,778.55 Minneapolis, Minnesota Due: September 1, 1999 November 7, 1996 FOR VALUE RECEIVED, the undersigned, Sunrise Resources, Inc., a Minnesota corporation ("Sunrise") and Sunrise Leasing Corporation, a Minnesota...Promissory Note • November 14th, 1996 • Sunrise Resources Inc\mn • Services-computer rental & leasing
FOR VALUE RECEIVED, the undersigned, Sunrise Resources, Inc., a Minnesota corporation ("Sunrise") and Sunrise Leasing Corporation, a Minnesota corporation (SLC; and together with Sunrise being sometimes hereinafter referred to collectively as the "Borrowers" and individually as a "Borrower"), jointly and severally promise to pay to the order of The Daiwa Bank, Limited (the "Lender"), at The Sumitomo Bank, Ltd., ABA Number 071001850 for credit account of The Daiwa Bank, Ltd, Tokyo A/C Number 010021413, Reference: Sunrise Resources (or other location specified by the Lender), the sum of Four Million Four Hundred Sixty Four Thousand Seven Hundred Seventy-Eight and 55/100ths Dollars ($4,464,778.55).
NONQUALIFIED STOCK OPTION AGREEMENT SUNRISE RESOURCES, INC. THIS AGREEMENT is made effective as of the 18th day of June 1997 by and between Sunrise Resources, Inc., a Minnesota corporation (the "Company"), and Peter J. King ("Optionee"). W I T N E S S...Nonqualified Stock Option Agreement • November 13th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing
Sunrise Funding Corporation I Sunrise Leasing Corporation Sunrise Resources, Inc. $20,000,000 Lease Receivables-Backed Notes, Series 1996-1 Issue price: 100% October 31, 1996 Purchase Agreement Dougherty Funding, Inc. 90 South 7th Street, Suite 4300...Purchase Agreement • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • Minnesota
amongServicing Agreement • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • Minnesota
RECITALSCredit Agreement • January 28th, 1999 • Sunrise International Leasing Corp • Services-computer rental & leasing • Minnesota
Article 1 Definitions 2 Section 1.01. Defined Terms 2 Article 2 Acquisition of Lease Assets 4 Section 2.01. Authorization and Issuance of Common Stock by the Issuer 4 Section 2.02. Lease Acquisition 4 Section 2.03. Assumption of Indebtedness by the...Contribution Agreement • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • Minnesota
AGREEMENT TO FACILITATE MERGER THIS AGREEMENT TO FACILITATE MERGER (this "Agreement") is dated as of January 31, 2000, by and among THE KING MANAGEMENT CORPORATION, a Minnesota corporation ("King Management"), PETER J. KING ("King"), STEPHEN D....Merger Agreement • February 3rd, 2000 • Sunrise International Leasing Corp • Services-computer rental & leasing • Minnesota
RECITALSCredit Agreement • January 28th, 1999 • Sunrise International Leasing Corp • Services-computer rental & leasing • Minnesota
RECITALS:Loan and Security Agreement • November 14th, 1996 • Sunrise Resources Inc\mn • Services-computer rental & leasing
AGREEMENTConsulting Agreement • August 14th, 1998 • Sunrise International Leasing Corp • Services-computer rental & leasing • Minnesota
Amendment to Security Agreement Dated June 22, 1995 Between Sunrise Leasing Corporation ("Borrower") and King Holding Corporation ("Secured Party")Security Agreement • November 14th, 1996 • Sunrise Resources Inc\mn • Services-computer rental & leasing
Borrower wishes to finance $1,955,038.85 of Equipment under its current facility with Secured Party under the same terms and conditions except as changed herein, by providing Secured Party with Collateral pursuant to this Security Agreement. Secured Party agrees to advance $1,955,038.85 to Borrower under the terms and conditions below.
AGREEMENTConsulting Agreement • November 13th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • Minnesota
INDENTURE amongIndenture • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • Minnesota
DEBTOR: SECURED PARTY: Sunrise International Leasing Corporation National City Bank of 5500 Wayzata Boulevard Minneapolis Suite 725 651 Nicollet Mall Golden Valley, MN 55416 Minneapolis, MN 55402-1611Security Agreement • June 29th, 1999 • Sunrise International Leasing Corp • Services-computer rental & leasing
AGREEMENTSeverance Agreement • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing
SECURITY AGREEMENT DATED: May 15, 1997 DEBTOR: SECURED PARTY: Sunrise Leasing Corporation National City Bank of 5500 Wayzata Boulevard Minneapolis Suite 725 651 Nicollet Mall Golden Valley, MN 55416 Minneapolis, MN 55402-1611 1. Security Interest and...Security Agreement • July 2nd, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • Minnesota
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN THE KING MANAGEMENT CORPORATIONMerger Agreement • February 3rd, 2000 • Sunrise International Leasing Corp • Services-computer rental & leasing • Delaware
RECITALSPromissory Note Extension Agreement • November 14th, 1996 • Sunrise Resources Inc\mn • Services-computer rental & leasing
SEPARATION AGREEMENT AND RELEASE OF CLAIMS It is hereby agreed by and between Sunrise International Leasing Corporation ("Sunrise") and Barry J. Schwach ("Schwach") as follows: WHEREAS, Schwach is an employee of Sunrise, and has stated his intention...Separation Agreement • June 26th, 1998 • Sunrise International Leasing Corp • Services-computer rental & leasing
PORTFOLIO PURCHASE AGREEMENT (With Recourse) This Portfolio Purchase Agreement (With Recourse) (the "Agreement") is made as of this 27th day of November, 1996, by and between The CIT Group/Equipment Financing, Inc. ("CIT"), whose business address is...Portfolio Purchase Agreement • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing • New York
NOTENote • February 14th, 1997 • Sunrise Resources Inc\mn • Services-computer rental & leasing
THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), AND THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). TRANSFER OF THIS NOTE IS FURTHER LIMITED BY THE REQUIREMENT THAT FOLLOWING ANY TRANSFER HEREOF THERE WILL BE NO MORE THAN 100 BENEFICIAL OWNERS (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OF SECURITIES (INCLUDING THE NOTES AND ANY OTHER SECURITIES) OF THE ISSUER.
EXHIBIT C TO THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED REVOLVING CREDIT NOTECredit Agreement • January 28th, 1999 • Sunrise International Leasing Corp • Services-computer rental & leasing • Minnesota
This Note is the Revolving Credit Note issued pursuant to the terms and provisions of the Amended Credit Agreement and this Note and the holder hereof are entitled to all of the benefits provided for in the Amended Credit Agreement, or are referred to therein. Reference is made to the Amended Credit Agreement for a statement of the terms and conditions under which this indebtedness was incurred and is to be repaid and under which the due date of this Note may be accelerated. The provisions of the amended Credit Agreement are hereby incorporated by reference with the same force and effect as if fully set forth herein. Except as otherwise defined herein, capitalized terms used in this Note shall have the meanings given to them in the Amended Credit Agreement.
RECITALSCredit Agreement • June 28th, 2000 • Sunrise International Leasing Corp • Services-computer rental & leasing • Illinois
Employment Agreement This Agreement incorporates the employment arrangement between ILC and you as of the date executed below: 1. Your title, duties and compensation in the subsequent organization shall be described to you prior to the change of...Employment Agreement • November 14th, 1996 • Sunrise Resources Inc\mn • Services-computer rental & leasing
ARTICLE I. DEFINITIONSDiscretionary Revolving Credit Agreement • June 29th, 1999 • Sunrise International Leasing Corp • Services-computer rental & leasing • Minnesota
