AGREEMENT
This Agreement (the "Agreement") is entered into as of the 31st day of
December 2002, by and among Citibank, N.A. and AEL Leasing Co., Inc.
(collectively, "Citibank") and Resource America, Inc. and FLI Holdings Inc.
(collectively, "RAI") (each of which is individually referred to as a "Party"
and all of which are collectively referred to as the "Parties").
WHEREAS: (A) the Parties are parties to a Purchase Agreement dated May
17, 2000, as amended by Amendment dated May 17, 2000 between European American
Bank (predecessor in interest to Citibank), AEL Leasing Co., Inc., RAI and FL
Holdings, Inc. (the "Purchase Agreement") concerning the purchase of Fidelity
Leasing, Inc. (the "Company") by European American Bank from RAI. The purchase
transaction contemplated by the Purchase Agreement closed on August 1, 2000 (the
"Closing Date"). Capitalized terms not defined in this Agreement shall have the
meanings ascribed to them in the Purchase Agreement;
(B) Subsequent to the Closing Date, European American Bank was acquired
by Citibank and Citibank succeeded to the rights and obligations of European
American Bank pursuant to the Purchase Agreement;
(C) Since the Closing Date, numerous claims have been asserted by
Citibank against RAI relating to, and/or pursuant to the terms of, the Purchase
Agreement (the "Claims") which the Parties have been unable to resolve in
accordance with the provisions set out in the Purchase Agreement; and
(D) The Parties are entering into this Agreement to resolve their
differences concerning the Claims without incurring the further costs and
uncertainties of litigation, and without admitting any liability, fault, error,
omission or other ground for fault or liability,
NOW, THEREFORE, it is hereby agreed by and between the Parties as
follows:
1. Payment of Escrow Fund. Prior to the signing of this Agreement, the
Parties have executed and delivered to the Escrow Agent instructions in
accordance with the instruction provisions of the Escrow Agreement to pay the
entire balance of the Escrow Account, together with all interest accrued
thereon, to Citibank upon the signing of this Agreement. Upon signing of this
Agreement each of the Parties will immediately notify the Escrow Agent that this
Agreement has been signed and, thereupon, the Escrow Agent shall pay the entire
amount in the Escrow Fund, including all interest accrued thereon, to or as
directed by Citibank by wire transfer of immediately available funds.
2. Cash Payments. At the signing of this Agreement, RAI shall pay to or
as directed by Citibank an amount equal to the difference between $16,000,000
and the amount paid by the Escrow Agent to or as directed by Citibank pursuant
to Paragraph 1 above, which payment shall be made by wire transfer of
immediately available funds to or as directed by Citibank.
3. Lease Receivable Note. At signing of this Agreement, RAI will
transfer and assign to Citibank or as directed by Citibank all of its right,
title and interest in and to that certain Note dated August 1, 2000 made by AEL
Leasing Co. Inc. in the original principal amount of $15,968,957.02,
representing lease receivables Citibank is currently collecting on behalf of
RAI, by endorsing and delivering such note or causing such note to be endorsed
and delivered by the payee thereof to Citibank and shall execute and deliver to
Citibank RAI's unconditional guarantee of payment to Citibank of $1,200,000 from
and after the date hereof and on or prior to July 31, 2005 under said Note.
Citibank agrees to use the same efforts to collect such Note that Citibank uses
to collect similar notes evidencing other obligations owing to Citibank.
Citibank also agrees that it will take no action to dissolve, liquidate or fail
to maintain the existence or the qualification to do business where required
with respect to AEL Leasing Co. or Fidelity Leasing Co. or their respective
subsidiaries which are payees under the Company leases related to the lease
receivables in respect of said Note taken as a whole that has a material
negative impact upon the collectibility of such Company Leases without the prior
written consent of RAI which will not be unreasonably withheld or delayed.
Citibank shall deliver to RAI a monthly report of collections of lease
receivables in respect of such Note, which report shall be delivered by Citibank
to RAI within forty-five (45) days following the end of each month until the
amount of $1,200,000 has been received by Citibank. RAI hereby assigns and
transfers to Citibank all of its rights, title and interest in the Company
2
Leases which relate to lease receivables in respect of such Note and the
equipment covered thereby. The third sentence from the end of Section 4.06(b) of
the Purchase Agreement is hereby deleted from the Purchase Agreement and is of
no further force and effect.
4. Additional Notes. At signing of this Agreement, RAI will execute and
deliver to Citibank:
(a) RAI's negotiable promissory note due December 31, 2003 payable to
the order of Citibank in the principal amount of $1,750,000 bearing interest at
the rate of six and six tenths percent (6.6%) per annum.
(b) RAI's negotiable promissory note due December 31, 2004 payable to
the order of Citibank in the principal amount of $1,750,000 bearing interest at
the rate of six and six tenths percent (6.6%) per annum.
Both of the notes described above in this Section 4 shall provide that
they shall have the benefit of the same financial covenants as those contained
in RAI's 12% senior notes maturing August 1, 2004 or any replacement in whole or
in part of the indebtedness evidenced by such Senior notes, but any amendments
or waivers of such covenants by the holders of such notes shall be applicable to
the notes issued by RAI to Citibank pursuant to Paragraphs 4(a) and 4(b) above.
5. Leinmiller Litigation. RAI will assume and conduct the defense of
the Leinmiller litigation which concerns the claims made by Xxxxxxx Xxxxxxxxxx
who commenced an action on July 26, 2002 in the United States District Court for
the Eastern District of Pennsylvania (Judge Xxxxx Xxxxxxx) against Fidelity
Leasing, Inc., Citibank, European American Bank and ABN AMRO Bank (the
"Leinmiller Litigation"), at RAI's sole expense; however, any actions to be
taken with regard to such litigation or the settlement thereof which could, in
Citibank's sole judgment, affect Citibank (including but not limited to
Citibank's name, business or reputation), must be first approved by Citibank,
such approval not to be unreasonably withheld. RAI will promptly provide
Citibank with copies of all correspondence, notices and litigation papers
3
concerning the Leinmiller litigation it receives and true and complete copies of
all correspondence, notices and litigation papers concerning the Leinmiller
Litigation that it sends or serves. RAI will periodically, upon request of
Citibank, update Citibank on the status of the Leinmiller litigation, and will
authorize its attorneys in such litigation to respond to reasonable inquiries
from Citibank concerning such litigation.
6. Tax Refund. The tax refund aggregating $187,000 received by Citibank
from various states and municipalities, as described in the letter dated October
17, 2002 from RAI to Citibank, shall not be paid to RAI but shall be retained by
Citibank for its own account.
7. Citibank Releases of RAI.
(a) Citibank hereby releases RAI from any and all claims of the
following against RAI arising under or in connection with the Purchase
Agreement:
(i) in respect of Credit Losses and Residual Losses under Sections
11.01(a)(i) and 11.01(a)(ii) of the Purchase Agreement;
(ii) in respect of the employment by RAI of Crit de Ment, Xxxxx
Xxxxxx, Xxx Xxxxxxx and Xxxxx Xxxxxxx;
(iii) in respect of any claim under Section 7.01(d) of the Purchase
Agreement;
(iv) in respect of any other claims heretofore made by Citibank in
writing against RAI under the Purchase Agreement;
(v) in respect of all and all claims of which Citibank has actual
knowledge or has received written notice at the time of the execution of
this Agreement; and
(vi) in respect of any and all future claims of which Citibank has
received written notice or has actual knowledge at the time of the
execution of this Agreement.
PROVIDED THAT notwithstanding the foregoing, Citibank shall continue to
have and does not release any rights to make any claims against RAI:
4
(1) Pursuant to this Agreement;
(2) Pursuant to the Purchase Agreement in respect of: Losses and claims
by any third parties of which Citibank has not received written notice or does
not have actual notice at the time of the execution of this Agreement under
Sections 11.01(a)(iii), (iv) or (v) of the Purchase Agreement;
(3) Pursuant to the Purchase Agreement in respect of Losses referred
to in Section 11.01(b) of the Purchase Agreement regarding the representations,
warranties, covenants or agreements by RAI under Sections 2.02, 2.03, 2.04,
2.05, 2.06, 2.07, 2.08, 2.09 (except in respect of the "SW" Notes referred to in
the May 29, 2001 Indemnity Notice from European American Bank to RAI), 2.10,
2.11, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 2.21, 2.22, 2.23,
2.24, 2.28 (except in respect of claims for Credit Losses and Residual Losses),
2.29, 2.30, 2.31, 4.01(a), 4.06, 4.07, 4.08, 4.09 and 4.10 thereof, of which
Citibank has not received written notice or does not have actual knowledge at
the time of the execution of this Agreement, provided that:
(A) in each case in respect of such representations, warranties,
covenants or agreements (other than those in Sections 2.02, 2.03, 2.04, 2.05,
2.12, 2.15 and 2.30 of the Purchase Agreement), the breach or violation of which
constituted or resulted in or could constitute or result in any violation of law
or any diminution in the value of the Company's or any Subsidiaries' assets or
ability to conduct business (including but not limited to the collectibility or
ability to collect any Contracts of the Company or any Subsidiary other than
Credit Losses or Residual Losses) or any increase in the liabilities of the
Company or any Subsidiary);
(B) the representations, warranties, covenants and agreements contained
in Sections 2.02, 2.03, 2.04, 2.05 (but only insofar as Section 2.05 relates to
the capital stock of the Subsidiaries) and 2.30 shall survive indefinitely;
5
(C) the representations, warranties, covenants and agreements contained
in Section 2.12 shall survive until the expiration of the applicable statutes of
limitation with respect thereto including any extensions thereof;
(D) the representations, warranties, covenants and agreements contained
in Section 2.19(c) with respect to each Contract shall continue in full force
and effect until the later of the respective expiration of each Contract or
until the outstanding net book value of the Company Leases is 10% or less than
the outstanding net book value of the Company Leases at Closing (provided that,
for this purpose, Company Leases shall not include those Company Leases placed
in the Non-Recourse Pool pursuant to Section 4.06 of the Purchase Agreement);
and
(E) the representations, warranties, covenants and agreements contained
in Section 2.15 and Articles VIII and IX shall survive for the period set forth
in Section 10.01 of the Purchase Agreement; and
(F) the remaining representations, warranties, covenants and agreements
contained in the Sections of the Purchase Agreement referred to in this
subparagraph 7(a)(3) shall continue in full force and effect until the
Promissory Notes referred to in Paragraph 4(a) and 4(b) above have been paid in
full and upon such payment they shall expire; and
(4) Pursuant to the Purchase Agreement in respect of:
(A) claims under Section 7.01(a) (other than with respect to the
employment of Crit de Ment, Xxxxx Xxxxxx, Xxx Xxxxxxx and Xxxxx Xxxxxxx),
provided that the covenant contained in Section 7.01(a) shall only continue in
effect for 12 months from the date of the signing of this Agreement);
(B) claims under Section 7.01(b) provided that the covenant contained
in clause (A) of Section 7.01(b) shall be applicable only to national clients
and customers of the Company or any Subsidiary and further provided that the
covenant contained in Section 7.01(b) shall only continue in effect for 12
months from the date of signing of this Agreement;
6
(C) claims under Section 7.01(c) provided that the use by Crit de Ment,
Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxxx or any other Person employed by RAI
under circumstances not in violation of the Purchase Agreement of any general
knowledge or information in respect of the Company's or a Subsidiary's business
which is not confidential information shall not constitute a violation of the
covenant contained in Section 7.01(c);
(D) Article VII (Taxes) and Article XI (Employee and Employee Benefit
Matters); and
(E) Any representation, warranty, covenant or agreement referred to in
Paragraph 7(a) that would otherwise terminate in accordance with the above
provisions will continue to survive in accordance with Article X of the Purchase
Agreement if a Claim Notice or Indemnity Notice (as applicable) shall have been
timely given under Article XI of the Purchase Agreement on or prior to the
respective termination dates set forth above, until the related claim for
indemnification has been satisfied or otherwise resolved as provided in Article
XI and such claim shall be subject to the indemnification provisions of Article
XI of the Purchase Agreement.
(b) The provisions of Articles XIII and XIV of the Purchase Agreement
shall continue in full force and effect notwithstanding the signing of this
Agreement except that the provisions of Section 14.01 (addresses for notices)
shall be amended as provided in Paragraph 16 of this Agreement.
(c) Citibank's right to make claims for monetary damages against RAI
after the date of this Agreement under the provisions of the Purchase Agreement
referred to in paragraph 7(a) above (other than in respect of Sections 2.02,
2.03, 2.04 and 2.30 of the Purchase Agreement) shall not arise until such claims
for monetary damages aggregate $200,000 or more, and then such claims may be
made from time to time but only in respect of the excess of such claims over
$200,000.
(d) Citibank represents and warrants to RAI that (i) as of the date of
the signing of this Agreement, Citibank has no actual knowledge and has received
no written notice of any claim by a third party against Citibank or the Company
in respect of any matters referred to in the sections of the Purchase Agreement
enumerated in paragraph 7(a) above other than those previously disclosed to RAI
7
or of which RAI has actual knowledge or has received written notice and (ii)
Citibank is the sole owner of any and all claims in respect of the SW Notes.
8. RAI Release of Citibank. RAI hereby releases Citibank from any
liability for any claims which RAI has made or may in the future have the right,
now or in the future, to make against Citibank under the Purchase Agreement,
provided that RAI shall not release any rights to make any claims pursuant to
this Agreement or the Purchase Agreement in respect of any misrepresentation or
breach of warranty by Citibank referred to in Section 11.02(a) of the Purchase
Agreement and the right to make such claims shall survive the execution,
delivery and performance of this Agreement for the periods referred to in
Article X of the Purchase Agreement in respect of representations and warranties
by Citibank and be subject to the indemnification provisions of Article XI of
the Purchase Agreement.
9. Maximum Liability of RAI. In the event RAI breaches or does not
timely perform, comply with or observe any of the provisions of this Agreement,
any provision of the Purchase Agreement (in respect of rights, claims or
remedies by or of Citibank hereunder or thereunder which have not been expressly
released pursuant to Paragraph 7(a) above), or any provision of any agreement,
document or instrument executed and delivered by RAI pursuant hereto or thereto,
including but not limited to the Guarantee described in Paragraph 3 above or the
Notes described in Paragraph 4 above, Citibank shall have all claims, rights and
remedies provided hereunder, under the Purchase Agreement and under all such
agreements, documents and instruments, at law and equity as if no Purchase
Agreement provisions, claims, rights or remedies had been modified or released
by Citibank under or pursuant to this Agreement, provided that if Citibank
brings an action for monetary damages against RAI in connection with the breach
of any such agreements, provisions, documents or instruments (other than the
provisions of Sections 2.02, 2.03, 2.04, 2.05, 2.12, 2.15 or 2.30 of the
Purchase Agreement or Paragraph 11 of this Agreement), the maximum amount of
monetary damages for which RAI shall be liable for breaches of or failures to
perform, comply with or observe any provisions of this Agreement (other than
Paragraph 11 hereof), the Guarantee referred to in Paragraph 3 above, the Notes
8
referred to in Paragraph 4 above or the provisions of Paragraph 5 above and any
claims referred to in clauses (i), (ii), (iii), (iv) (v) and (vi) of
Subparagraph 7(a) above which, in accordance with the foregoing provisions of
this Section 9, shall not be considered modified or released, will be
$25,500,000 less any amounts RAI has theretofore paid to Citibank pursuant to
this Agreement but such maximum amount of monetary damages shall not be
applicable in respect of any claims referred to or provided for in clauses (2),
(3) or (4) of Subparagraph 7(a) above. In any litigation brought by Citibank
against RAI under the Purchase Agreement or in respect of any claims by Citibank
regarding any provisions thereof, RAI shall have the right to assert whatever
defenses were available to it under the Purchase Agreement.
10. Representations and Warranties of Citibank. Citibank represents and
warrants, to RAI as follows:
(a) Citibank has the full power and authority to execute, deliver and
perform the terms of this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary action to authorize the
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by Citibank, and constitutes a valid and binding agreement of Citibank
enforceable in accordance with its terms.
(c) This Agreement has been executed by Citibank based upon arms length
negotiations between and among the Parties, including through their respective
counsel, and Citibank has had full and complete access to the information which
it deems relevant to determining whether to sign this Agreement.
9
11. Representations and Warranties of RAI. RAI represents and warrants
to Citibank as follows:
(a) RAI has the full power and authority to execute, deliver and carry
out the terms of this Agreement the Guarantee provided for in Paragraph 3 above,
the Promissory Notes provided in Paragraph 4 above and to consummate the
transactions contemplated hereby and thereby and has taken all necessary action
(including, without limitation obtaining approval of its Board of Directors) to
authorize the execution and delivery of this Agreement, the Guarantee provided
for in Paragraph 3 above and the Promissory Notes provided in Paragraph 4 above
and the performance of the transactions contemplated hereby and thereby.
(b) This Agreement, the Guarantee provided for in Paragraph 3 above and
the Promissory Notes provided in Paragraph 4 above have been duly and validly
authorized, executed and delivered by RAI, and each constitutes the valid and
binding agreement and obligation of RAI enforceable in accordance with their
respective terms.
(c) This Agreement has been executed by RAI based upon arms length
negotiations between and among the Parties, including through their respective
counsel, and RAI has had full and complete access to the information which it
deems relevant to determining whether to sign this Agreement.
12. No Waiver. Any waiver by any Party hereto of a breach of any
provision of this Agreement, the Purchase Agreement, the Guarantee referred to
in Paragraph 3 above, the Promissory Notes referred to in Paragraph 4 above or
any other agreement, document or instrument executed and delivered pursuant
hereto or thereto shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this
Agreement, the Purchase Agreement, the Guarantee referred to in Paragraph 3
above, the Promissory Notes referred to in Paragraph 4 above or any other such
agreement, document or instrument. The failure of a Party hereto to insist upon
strict adherence to any term of this Agreement, the Purchase Agreement, the
10
Guarantee provided in Paragraph 3 above, the Promissory Notes referred to in
Paragraph 4 above or any other such agreement, document or instrument executed
and delivered pursuant hereto on one or more occasions shall not be considered a
waiver of, and shall not deprive that Party of the right thereafter to insist
upon strict adherence to, that term or any other term of this Agreement, the
Purchase Agreement, the Guarantee provided in Paragraph 3 above or the
Promissory Notes referred to in Paragraph 4 above or any other such agreement,
document or instrument.
13. Confidentiality. Each Party, agrees that it will not, and it will
cause its Affiliates, agents, attorneys and other representatives not to,
disclose to any unrelated third party, including but not limited to, members of
the media, except the Parties' respective attorneys, accountants, or other
representatives who need to know the specific terms of this Agreement in
furtherance of their respective duties, or as otherwise reasonably believed by a
Party to be required by law, or as required to enforce this Agreement or the
Purchase Agreement, or any agreement, document or instrument executed and
delivered pursuant hereto, or thereto, except in response to an enforceable
subpoena, other comparable process, an order issued by a court or tribunal
having jurisdiction to do so, a regulatory or stock exchange request or as any
Party may reasonably believe (a) it is required by applicable law to disclose
including any disclosure of this Agreement or any of the terms hereof in any
filing with (including filing of this Agreement) the Securities Exchange
Commission or (b) necessary or important to report to or disclose to
shareholders, investors, potential investors, analysts or brokers. Each Party
further agrees that upon the receipt of any subpoena, other comparable process,
or notice of any proceeding to obtain a court order seeking to compel their
testimony or the production of documents relating, in any way, to this
Agreement, the Purchase Agreement or any agreement, document or instrument
executed and delivered pursuant hereto or thereto or the transactions
contemplated hereunder or thereunder, or if any Party reasonably believes it is
required by applicable law to make any such disclosure (other than to a
regulator), such Party shall, if permissible, within five (5) calendar days
thereof and in any event within a reasonable period of time prior to the time
within which production, testimony or disclosure is required by the terms
11
of said subpoena, other comparable process, or court order, or applicable law,
if permissible, provide written notice to the other Party to this Agreement of
any such request, subpoena, notice or applicable law, and specifying, in
reasonable detail, the person seeking such information and the information being
sought thereby.
14. Successors and Assigns. All the terms and provisions of this
Agreement shall inure to the benefit of, and shall be enforceable by, the
successors and permitted assigns of the Parties hereto. RAI shall not have the
right to assign or delegate (except by operation of law) any of its rights or
obligations under this Agreement, the Purchase Agreement, the Guarantee provided
under Paragraph 3 above or the Notes provided under Paragraph 4 above without
the prior written consent of Citibank, and any attempted assignment or
delegation without such consent shall be void.
15. Further Assurances. Each Party shall execute and deliver all such
agreements, documents and instruments and take all such action as shall be
reasonably requested by the other Party to carry out the purposes and convey the
benefits of this Agreement to such other Party.
16. Entire Agreement; Amendments. This Agreement, the Purchase
Agreement, the Guarantee provided under Paragraph 3 above, the Promissory Notes
provided under Paragraph 4 above and the agreements, documents and instruments
provided for hereunder and thereunder contain the entire understanding of the
Parties with respect to the subject matter hereof and thereof. There are no
restrictions, agreements, promises, representations, warranties, covenants or
undertakings other than those expressly set forth in this Agreement, the
Purchase Agreement, the Guarantee provided for under Paragraph 3 above and the
Promissory Notes provided for under Paragraph 4 above. This Agreement may be
amended only by a written instrument duly executed by the Parties hereto or
their respective successors or permitted assigns.
17. Notices. All notices, requests, claims, demands and other
communications hereunder under the Purchase Agreement, and the agreements,
documents and instruments provided for hereunder and thereunder shall be in
12
writing and shall be given (and shall be deemed to have been duly given if so
given) by hand delivery or facsimile (with hard copy to be sent by registered or
certified mail, postage prepaid, return receipt requested or by nationally
recognized overnight courier) to the respective Parties hereto as follows:
(a) If to Citibank:
Citibank, N.A.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
with a copy to:
Xxxxxxxx Chance US LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
(b) If to RAI:
Resource America, Inc.
0000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxx, Vice President
Telephone: 000-000-0000
Facsimile: 000-000-0000
with copies to:
Xxxxxxxxx & Xxxxxxx
0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: C. Xxxxxxx Xxxxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
and
Ledgewood Law Firm, P.C.
0000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Abt, Esq. and Xxxx Xxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
13
(c) Such addresses may be changed from time to time by mailing
appropriate notice thereof to all Parties by certified or registered mail
(return receipt requested) or by nationally recognized overnight courier.
18. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of New York, without reference to the
conflict of laws principles thereof (other than Sections 5-1401 and 5-1402 of
the New York General Obligations Law).
19. Jurisdiction. The Parties hereby acknowledge and agree that the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York in New York County shall be the exclusive
forums for interpreting this Agreement, the Purchase Agreement, the Guarantee
provided for in Paragraph 3 hereof, the Promissory Note provided for in
Paragraph 4 hereof and any agreement, document or instrument provided for
hereunder or thereunder, resolving any disputes arising hereunder or thereunder
or hearing and determining any proceedings in respect of rights, claims, and
remedies with respect hereto or (hereto and the Parties waive any obligation to
the jurisdiction of such courts based upon forum non conveniens or any other
matter. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY OF THE
FOREGOING.
20. 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 Agreement.
14
IN WITNESS WHEREOF each of the Parties has caused this Agreement to be
executed on its behalf by an officer thereof hereunto duly authorized as of the
date set forth above.
CITIBANK, N.A.
By: /s/ Guian Heintxxx
----------------------------------------
Name: Guian Heintxxxx
Title: Vice President
RESOURCE AMERICA, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
AEL LEASING CO., INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
FLI HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: President
