LOAN REDUCTION AND
PURCHASE AND ASSIGNMENT AGREEMENT
This Loan Reduction and Purchase and Assignment Agreement is made as of
April 4, 1997 (this "Agreement")by and among FLEET NATIONAL BANK, a national
banking association with offices at one Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 (the "Agent")" the lenders named on the signature pages hereto (the
"Lenders"),--. VESTEX CAPITAL CORPORATION, a Massachusetts corporation with
offices at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Vestex") and
CHANCELLOR CORPORATION, CHANCELLOR FLEET CORPORATION, CHANCELLOR FINANCIAL SALES
AND SERVICES, INC., CHANCELLLOR FLEET REMARKETING, INC., CHANCELLOR ASSET
CORPORATION, CHANCELLOR FINANCIALEASE, INC., VALMONT FINANCIAL CORPORATION,
CHANCELLOR DATACOMM, INC. ALCO 474N TRUST, CAINS 931D TRUST, CAINS 931E TRUST,
CHRYSLER B04E TRUST, CONAGRA 25405 TRUST, CONAGRA 25409 TRUST, DALLAS 38329
TRUST, H.E. BUTT 796C TRUST, KRAFT 79328 TRUST, KRAFT 993C TRUST, PIC B03H
TRUST, SATURN B062 TRUST, SATURN B063 TRUST, SATURN B067 TRUST, SHAMROCK 25748
TRUST, TYLER 3110 TRUST, AND WHIRLPOOL 49434 TRUST (the "Borrowers").
WITNESSETH:
WHEREAS, the Borrowers, each having a principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and certain affiliates
(collectively, the "Borrowers") of the foregoing from time to time parties, as
borrowers and/or guarantors, to certain extensions of credit referenced in that
certain Forbearance Agreement, dated as of April 6, 1990, and that certain Loan
Agreement, dated as of April 6, 1990 (the "Loan Agreement") executed by certain
of the Borrowers, the Agent and the Lenders (the Loan Agreement together with
all security documents and all other documents described on Exhibit A attached
hereto and made a part hereof, are sometimes referred to hereinafter
collectively as the "Loan Documents");
WHEREAS, at the request of the Borrowers, the Lenders have agreed to (i)
reduce the aggregate principal amount of the obligations to the Lenders pursuant
to the Loan Documents from $2,429,412.89 to $1,500,000, (ii) agree to transfer
and assign all of their right, title and interest in and to the Loan Documents
(reflecting the reduced amount of the obligations thereunder) to Vestex, and
(iii) provide full and complete releases in favor of the Borrowers, in exchange
for (x) $523,234.43 from the Borrowers representing the aggregate amount of the
principal and interest payments made by the Borrowers from the Collateral
Account in two installments, one on or about February 25, 1997 and one on or
about March 25, 1997) and (y) full and complete releases in favor of the Agent
and each of the Lenders from each of the Borrowers;
WHEREAS, at the request of the Borrowers, the Lenders have agreed to assign
to Vestex all of their respective right, title and interest in and to the Loan
Documents (reflecting the reduced amount of the obligations thereunder) in-
exchange -for (x) $976,765.77 from Vestex and (y) a full and complete release in
favor of the Agent and each of the Lenders from Vestex and Xxxxx Xxxxx;
WHEREAS, the Borrowers have arranged to obtain financing from Vestex in
replacement for the financing currently provided by the Lenders at a reduced per
annum rate of interest and on longer amortization terms, and Vestex has agreed
to purchase and accept and subsequently reduce the interest rate and lengthen
the amortization under, and the Lenders have agreed to sell and assign, all of
the Lenders, rights under the Loan Documents, all in accordance with the terms
and conditions hereinafter described;
WHEREAS, to induce Vestex to purchase the rights under the Loan Documents,
the Borrowers have agreed to substitute a promissory note payable jointly and
severally by the Borrowers to Vestex reflecting the amended terms and to
terminate the Loan Agreement;
NOW THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
Section 1. Loan Reduction. In consideration of the payment of $523,234.43
from the Borrowers of which amount the Lenders acknowledge that $523,234.43 has
been paid to the Lenders in two installments, one on or about February 25, 1997,
the other on or about March 25, 1997) and the delivery of full and complete
releases by the Borrowers in favor of the Lenders and the Agent, the Lenders
agree (i) to reduce the aggregate amount of the total indebtedness of the
Borrowers to the Lenders pursuant to the Loan Documents to $1,500,000, and (ii)
to transfer the Loan Documents to Vestex in accordance with the terms hereof.
Section 2. Assignment to Vestex. In consideration of the payment of
$976,765.77 from Vestex and the delivery of full and complete releases by Vestex
and Xxxxx Xxxxx in favor of the Lenders and the Agent, the Lenders agree to
sell, grant, assign and convey to Vestex, without recourse, representation or
warranty of any kind, except as otherwise provided herein, and Vestex hereby
accepts, all of the Lenders' right, title and interest in, to and under the Loan
Documents (as amended hereunder), including, without limitation, all liens and
security interests in all collateral and security for the Borrowers, obligations
under the Loan Documents.
Section 3. Conditions Precedent. The Lenders' agreements herein are
subject to the delivery of the following items by the Borrowers to the Lenders
in form and substance satisfactory to the Lenders and its counsel and the Agent:
(a) resolutions of the Boards of Directors of the Borrowers authorizing the
execution and delivery by the Borrowers of this Agreement and of the other
documents and instruments referred to herein;
(b) payment of the fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. through the date of closing of this Agreement;
(c) payment of the fees and expenses of Fleet National Bank, as Agent to the
Lenders, through the date of closing of this Agreement;
(d) payment of the fees and expenses of Argus Management Corporation and
Equipment Leasing Services, Inc., each as Consultant to the Lenders, through
the date of closing of this Agreement;
(e) such other documents, instruments, opinions of counsel and other
materials that the Lenders, any participant, or their respective counsel may
reasonably require; and,
(f) Releases in the form attached hereto as Exhibits C and Dduly executed by
each of the Borrowers, Vestex and Xxxxx Xxxxx.
Section 4. Representations and Warranties of Agent and Lenders. The Agent
and the Lenders each represents and warrants to Vestex that (i) Exhibit A hereto
sets forth all of the material documents, instruments and agreements entered
into in connection with the Loan Agreement, together with all amendments to the
Loan Agreement or any such documents, (ii) there are no written agreements to
which the Agent or any of the Lenders is a party which vary the terms of or the
priorities of the security interests granted under the Loan Documents which
would adversely affect Vestex thereunder, and (iii) the Lenders own the loans
evidenced by the Loan Documents for their own accounts, respectively, and none
of the Lenders has sold any participations therein or encumbered any or all of
its interest in such loans or its security interests and liens evidenced by the
Loan Documents.
Section 5. Representations and Warranties of Vestex. Vestex represents and
warrants to the Agent and the Lenders that (a) Vestex has been and will continue
to be solely responsible for the making of its own independent investigation as
to: (i) the authorization, execution, legality, validity, effectiveness,
genuineness, enforceability and sufficiency of the Loan Documents, (ii) the
adequacy or perfection of any security interests held by the Agent or the
Lenders in the collateral securing the Borrowers, obligations under the Loan
Documents and any liens held by the Agent or the Lenders in any other security
therefor, (iii) Vestex has entered into this Agreement on the basis of its own
independent investigation and has not relied upon, and will not rely upon, any
explicit or implicit written or oral representation, warranty or other statement
of the Lenders other than those expressly contained herein, and (b) that Vestex
shall cancel all notes or instruments delivered pursuant to Section 6 below and
accept from the Borrowers, in replacement of all evidence of the obligations of
the Borrowers under the Loan Documents, a promissory note providing for a
reduced rate of interest and a longer amortization period.
Section 6. Delivery of Loan Documents. Upon satisfaction of each of the
conditions precedent set forth in Section 3 above, and upon receipt by the Agent
of the payment of $976,765.77 from Vestex, (a) the Lenders shall reduce the
amount of the obligations of the Borrowers to the Lenders to $1,500,000 in
accordance with Section 1 above, and (b) the Agent shall deliver to Vestex the
original of the Secured Promissory Note dated April 6, 1990 in the original
principal amount of $8,000,000 payable by certain of the Borrowers to Shawmut
Bank, N.A., predecessor in interest to the Agent, endorsed as follows:
Pay to the order of Vestex Capital Corporation, without recourse.
Fleet National Bank, formerly known as Fleet National Bank
of Connecticut, successor by merger to Fleet National Bank of
Massachusetts,
formerly known as Shawmut Bank, N.A.
By: _____________________________
Name: ___________________________
Title: ____________________________
The Agent agrees to use its best efforts to deliver to Vestex within ten (10)
business days from the date hereof the originals of all other Loan Documents
described on Exhibit A hereto and all original file-stamped secured party copies
of the executed UCC financing statements for the locations described on Exhibit
B hereto together with executed assignments of same to Vestex in recordable
form. Each of the Agent and the Lenders agrees to execute such other
documents as Vestex may reasonably request -in connection with effecting
the transactions contemplated by this Agreement, including, without
limitation, releases or assignments of any blocked accounts, cash
collateral accounts and the like maintained in connection with the Loan
Documents.
Section 7. Indemnification. The Agent, the Lenders and Vestex all agree
that from and after the date hereof Vestex shall be responsible for all acts and
omissions which may hereafter occur with respect to the Loan Documents. Vestex
hereby indemnities and holds the Agent and the Lenders harmless from any
liability, damage, cost or expense (including reasonable attorney fees) claimed
or asserted against the Agent or the Lenders by Vestex, any Borrower, Xxxxx
Xxxxx (collectively, the "Indemnitors") or any Affiliate of any Indemnitor with
respect to the Loan Documents or this Agreement. For the purposes hereof,
"Affiliate" shall mean, with respect to any Indemnitor, (i) any entity directly
or indirectly controlling (including but not limited to all directors and
officers, if any, of such entity), controlled by or under direct or indirect
common control with any Indemnitor, or (ii) any family member of any Indemnitor
who is a natural person. An entity shall be deemed to control a corporation,
partnership, trust, joint venture or other enterprise or person if such entity
possesses, directly or indirectly, the power (a) to vote 5% or more of the
interests having ordinary voting power for such entity, or (b) to direct or
cause direction of the management and policies of such corporation, partnership,
trust, joint venture, enterprise or person whether through the ownership of
voting securities or interest, by contract or otherwise.
Section 8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
Section 9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
Section 10. Other Agreements. Nothing contained herein shall be construed
so as to limit or impair the Borrowers, obligations, liabilities and
indebtedness to any Lender on account of indebtedness not listed on Exhibit A
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal as of the day and year first written above.
WITNESSED: VESTEX CAPITAL CORPORATION
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Chief Executive Officer
BORROWERS:
WITNESSED AS TO ALL SIGNATURES
ON BEHALF OF BORROWERS: CHANCELLOR CORPORATION
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
Xxxxx X. Xxxxxxx Xxxx X. Xxxxxx
President
CHANCELLOR FLEET CORPORATION
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR FINANCIAL SALES AND
SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR FLEET
REMARKETING, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR ASSET
CORPORATION
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR FINANCIALEASE, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
VALMONT FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR DATACOMM, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
ALCO 474N TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CAINS 931D TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CAINS 931E TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHRYSLER B04E TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CONAGRA 25405 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CONAGRA 25409 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
DALLAS 38329 TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
H.E. BUTT 796C TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
KRAFT 79328 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
KRAFT 993C TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
PIC B03H TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SATURN B062 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SATURN B063 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SATURN B067 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SHAMROCK 25748 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
TYLER 3110 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
WHIRLPOOL 49434 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
EXHIBIT A
1. Loan Agreement dated as of April 6, 1990, by and between Shawmut Bank,
N.A., as agent and the Borrowers;
2. $8,000,000 Secured Promissory Note, dated as of April 6, 1990, made by
the Borrowers in favor of Shawmut Bank, N.A. as agent.
3. Forbearance Agreement dated as of April 6, 1990 ' by and among the
Lenders and the Borrowers and the promissory notes, loan agreements and related
documents referred to in the schedules and exhibits thereto, including Schedule
I attached hereto [not available on disk].
4. Security Agreement, dated as of April 6, 1990.
5. Pledge Agreement, dated as of April 6, 1990.
6. Promissory Notes with respect to "Deferred Payments" in accordance with
Letter
Agreement dated as of July 25, 1995.
Deferred Payment Promissory Note in the principal amount of $80,950.58
payable to the order of Northwestern National Life Insurance Company,
predecessor-in-interest to Reliastar Life Insurance;
Deferred Payment Promissory Note in the principal amount of $23,128.74
payable to the order of Shawmut Bank, N.A., predecessor-in-interest to Fleet
National Bank;
Deferred Payment Promissory Note in the principal amount of $3,854.79
payable to the order of Farm Bureau Life Insurance Company of Michigan;
Deferred Payment Promissory Note in the principal amount of $3,854.79
payable to the order of F.B. Annuity Company;
Deferred Payment Promissory Note in the principal amount of $3,854.79
payable to the order of Farm Bureau Mutual Insurance Company of Michigan;
Deferred Payment Promissory Note in the principal amount of $14,918.04
payable to the order of The CIT Group/Equipment Financing, Inc.; and
7. Warrants to purchase common stock dated February 5, 1993:
No. I - 181,912 shares in favor of Northwestern National Life Insurance,
predecessor-in-interest to Reliastar Life Insurance
No. 2 - 81,615 shares in favor of The Daiwa Bank Limited
No. 3 - 51,975 shares in favor of Shawmut Bank, N.A.,
predecessor-in-interest to Fleet National Bank
No. 4 - 34,651 shares in favor of Atlantic Bank of New York
No. 5 - 33,524 shares in favor of The CIT Group/Equipment Financing, Inc.
No. 6 - 25,847 shares in favor of First NH Bank, N.A.
predecessor-in-interest to AMRESCO New Hampshire, Inc.
No. 7 - 13,929 shares in favor of First Mutual of Boston
predecessor-in-interest to the FDIC
No. 8 - 8,662 shares in favor of FB Annuity Company
No. 9 - 8,662 shares in favor of Farm Bureau Life Insurance Company of
Michigan
No. 10 - 8,662 shares in favor of Farm Bureau Mutual Life Insurance Company
of Michigan
8. Amendments, modifications and supplements to the foregoing to which one
or more of the Borrowers are parties.
The Lenders and/or their predecessors in interest are parties to an Agency,
Funding and Collateral Sharing Agreement dated as of April 6, 1990, as amended
through the date hereof, with respect to the Lenders' and Agent's agreements
regarding taking actions against the collateral and sharing of proceeds of the
obligations of the Borrowers and of the collateral. None of the Agent's or
Lenders' rights or obligations pursuant to such agreement are being transferred.
EXHIBIT B
to Loan Reduction and Purchase and Assignment Agreement
UCC Financing Statements
------------------------
DEBTOR JURISDICTION DATE OF FILING FILE NO.
--------------------------------------------------------------------------------------
Chancellor Acquisition Corp. Illinois Secretary of State April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Asset Management Illinois Secretary of State April 10, 0000 0000000
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Corp. Illinois Secretary of State April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Illinois Secretary of State April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Illinois Secretary of State April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. DuPage County Recorder. April 10, 1990 9OU-2088
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management DuPage County Recorder April 10, 1990 9OU-2087
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Corp. DuPage County Recorder April 10, 1990 9OU-2084
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. DuPage County Recorder April 10, 1990 9OU-2085
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. DuPage County Recorder April 10, 1990 9OU-2086
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. NC Secretary of State April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
--------------------------------------------------------------------------------------
DEBTOR JURISDICTION DATE OF FILING FILE NO.
---------------------------------------------------------------------------------------
Chancellor Asset Management NC Secretary of State April 10, 0000 0000000
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Corp. NC Secretary of State April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. NC Secretary of State April 10,0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. NC Secretary of State April 10,0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Registry-Mecklenberg April 10, 1990 005563
000 Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Asset Management Registry-Mecklenberg April 10, 1990 005562
Corp. County
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Corp. Registry-Mecklenberg April 10, 1990 005559
000 Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Credit, Ltd. Registry-Mecklenberg April 10, 1990 005560
000 Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Registry-Mecklenberg April 10, 1990 005561
000 Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Tennessee Secretary of State April 16, 1990 761497
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management Tennessee Secretary of State April 16, 1990 761498
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Corp. Tennessee Secretary of State April 16, 1990 761501
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
---------------------------------------------------------------------------------------
DEBTOR JURISDICTION DATE OF FILING FILE NO.
-------------------------------------------------------------------------------------
Chancellor Credit, Ltd. Tennessee Secretary of State April 16, 1990 761500
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Tennessee Secretary of State April 16, 1990 761499
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Davidson County, Tennessee April 16, 1990 072485
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management Davidson County, Tennessee April 16, 1990 072484
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Corp. Davidson County, Tennessee April 16, 1990 072481
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Davidson County, Tennessee April 16, 1990 072482
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Davidson County, Tennessee April 16, 1990 072483
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management Texas Secretary of State April 10, 1990 076266
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Texas Secretary of State April 101 1990 076267
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Texas Secretary of State April 10, 1990 076265
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Texas Secretary of State April 10, 1990 076264
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Corp. Texas Secretary of State April 10, 1990 076263
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
DEBTOR JURISDICTION DATE OF FILING FILE NO.
---------------------------------------------------------------------------------
Chancellor Asset Management Clerk of Dallas County, April 10, 1990 002820
Corp. Texas
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Clerk of Dallas County, April 10, 1990 002818
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Clerk of Dallas County, April 10, 1990 002821
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Clerk of Dallas County, April 10, 1990 002819
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Chancellor Corp. Clerk of Dallas County, April 10, 1990 002817
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Xxxxxx County, GA April 10, 1990 735390
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management Xxxxxx County, GA April 10, 1990 735389
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Corp. Xxxxxx County, GA April 10, 1990 735386
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Xxxxxx County, GA April 10, 1990 735387
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Xxxxxx County, GA April 10, 1990 735388
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. Xxxxx County, MI April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management Xxxxx County, MI April 10, 0000 0000000
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
----------------------------------------------------------------------------
DEBTOR JURISDICTION DATE OF FILING FILE NO.
--------------------------------------------------------------------------
Chancellor Corp. Xxxxx County, MI April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Xxxxx County, MI April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Xxxxx County, MI April 10, 0000 0000000
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Acquisition Corp. April 10, 1990 02541B
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Asset Management April 10 1990 02540B
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Fleet Corp. April 10, 1990 02542B
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Corp. April 10, 1990 02543B
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Corp. April 10, 1990 02544B
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Acquisition Corp. New Jersey Secretary of April 10, 1990 1331116
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 021 11
Chancellor Asset Management New Jersey Secretary of April 10, 1990 1331108
Corp. State
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. New Jersey Secretary of April 10, 1990 1331110
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. New Jersey Secretary of April 10, 1990 1331114
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 021 11
DEBTOR JURISDICTION DATE OF FILING FILE NO.
------------------------------------------------------------------------------
Chancellor Corp. New Jersey Secretary of April 10, 1990 1331112
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 021 11
Chancellor Acquisition Corp. Middlesex County, NJ April 10, 1990 001005
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 021 11
Chancellor Asset Management Middlesex County, NJ April 10, 1990 001004
Corp.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Fleet Corp. Middlesex County, NJ April 10, 1990 001003
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Credit, Ltd. Middlesex County, NJ April 10, 1990 001002
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Chancellor Corp. Middlesex County, NJ April 10, 1990 001001
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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EXHIBIT C
RELEASE
Release executed as of April 4, 1997, by each of the undersigned (the
"Releasors") in favor of Fleet National Bank, as agent (the "Agent"), and
Reliastar Life Insurance Company, the CIT Group/Equipment Financing, Inc.,
Atlantic Bank of New York, Inc., Farm Bureau Life Insurance Company of Michigan,
Inc., F.B. Annuity Company, Farm Bureau Mutual Insurance Company of Michigan,
Fleet National Bank, The Federal Deposit Insurance Corporation, and AMRESCO New
Hampshire, L.P. (collectively, the "Lenders" and, together with the Agent, the
"Releasees").
WITNESSETH:
-----------
WHEREAS, Releasees, Releasors and others have entered into a Loan Reduction
and Purchase and Assignment Agreement, dated as of the date hereof (the
"Settlement Agreement") and this Release is being executed pursuant to Section
3(f) of the Settlement Agreement.
NOW THEREFORE, in consideration of one dollar ($1.00), the consideration
set forth in the Settlement Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Releasors, with the intention of binding their respective heirs, executors,
administrators, legal representatives, successors and assigns, do hereby
expressly remise, release and forever discharge Releasees, their respective
officers, directors, shareholders, agents, servants, employees, attorneys,
predecessors in interest, successors and assigns from all debts, liabilities,
obligations, claims, demands, actions, accounts, covenants, contracts,
agreements, promises, omissions, damages and causes of action whatsoever, of
every name, nature, and description, both in law and in equity, or which may
result from the existing state of things, that Releasors ever had or may now
have, known or unknown, direct or indirect, absolute or contingent, or might
subsequently accrue to Releasors or any of them or that anyone claiming through
or under any of them may have, or claim to have, which arise under or in any way
relate to any of the Loan Documents (as defined in the Settlement Agreement) or
the subject matter of the Settlement Agreement, against any one or more of the
Releasees or their respective officers, directors, shareholders, agents,
servants, employees, attorneys, predecessors in interest, successors or assigns.
This Release shall forever settle, adjust, and discharge all claims of
Releasors against Releasees designated above. Releasors voluntarily and
knowingly execute this release with the intent of effecting the extinguishment
of obligations as hereinabove designated. The Releasors have read this Release
and understand all of its terms. The undersigned have executed the same
voluntarily and with full knowledge of its significance.
EXECUTED as an instrument under seal the day and year first above written.
BORROWERS:
WITNESSED AS TO ALL SIGNATURES
ON BEHALF OF BORROWERS: CHANCELLOR CORPORATION
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxx
Xxxxx X. Xxxxxxx Xxxx X. Xxxxxx
President
CHANCELLOR FLEET CORPORATION
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR FINANCIAL SALES AND
SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR FLEET
REMARKETING, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR ASSET
CORPORATION
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR FINANCIALEASE, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
VALMONT FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHANCELLOR DATACOMM, INC.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
ALCO 474N TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CAINS 931D TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CAINS 931E TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CHRYSLER B04E TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CONAGRA 25405 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CONAGRA 25409 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
DALLAS 38329 TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
H.E. BUTT 796C TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
KRAFT 79328 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
KRAFT 993C TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
PIC B03H TRUST
By: CHANCELLOR FLEET CORPORATION,
AS TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SATURN B062 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SATURN B063 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SATURN B067 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
SHAMROCK 25748 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
TYLER 3110 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
WHIRLPOOL 49434 TRUST
By: CHANCELLOR FLEET CORPORATION, AS
TRUSTEE
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
EXHIBIT D
RELEASE
Release executed as of April 4, 1997, by each of the undersigned (the
"Releasors") in favor of Fleet National Bank, as agent (the "Agent"), and
Reliastar Life Insurance Company, the CIT Group/Equipment Financing, Inc.,
Atlantic Bank of New York, Inc., Farm Bureau Life Insurance Company of Michigan,
Inc., F.B. Annuity Company, Farm Bureau Mutual Insurance Company of Michigan,
Fleet National Bank, The Federal Deposit Insurance Corporation, and AMRESCO New
Hampshire, L.P. (collectively, the "Lenders" and, together with the Agent, the
"Releasees").
WITNESSETH:
WHEREAS, Releasees, Releasors and others have entered into a Loan Reduction
and Purchase and Assignment Agreement, dated as of the date hereof (the
"Settlement Agreement") and this Release is being executed pursuant to Section
3(f) of the Settlement Agreement.
NOW THEREFORE, in consideration of one dollar ($1.00), the consideration
set forth in the Settlement Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Releasors, with the intention of binding their respective heirs, executors,
administrators, legal representatives, successors and assigns, do hereby
expressly remise, release and forever discharge Releasees, their respective
officers, directors, shareholders, agents, servants, employees, attorneys,
predecessors in interest successors and assigns from all debts, liabilities,
obligations, claims, demands, actions, accounts, covenants, contracts,
agreements, promises, omissions, damages and causes of action whatsoever, of
every name, nature, and description, both in law and in equity, or which may
result from the existing state of things, that Releasors ever had or may now
have, known or unknown, direct or indirect, absolute or contingent, or might
subsequently accrue to Releasors or any of them or that anyone claiming through
or under any of them may have, or claim to have, which arise under or in any way
relate to any of the Loan Documents (as defined in the Settlement Agreement) or
the subject matter of the Settlement Agreement, against any one or more of the
Releasees or their respective officers, directors, shareholders, agents,
servants, employees, attorneys, predecessors in interest, successors or assigns.
This Release shall forever settle, adjust, and discharge all claims of
Releasors against Releasees designated above. Releasors voluntarily and
knowingly execute this release with the intent of effecting the extinguishment
of obligations as hereinabove designated. The Releasors have read this Release
and understand all of its terms. The undersigned have executed the same
voluntarily and with full knowledge of its significance.
EXECUTED as an instrument under seal the day and year first above written.
WITNESSED: VESTEX CAPITAL CORPORATION
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Chief Executive Officer
WITNESSED:
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx
