AMENDMENT TO CONTRIBUTION AGREEMENT
THIS AMENDMENT TO CONTRIBUTION AGREEMENT ("Amendment") is made this
30th day of June, 1999 by and among RESOURCE LEASING, INC. ("RLI"), a Delaware
corporation, XXXXXXX XXXXXXXXX ("Xxxxxxxxx") and, as provided hereinbelow,
FIDELITY LEASING, INC. ("Newco"), a Pennsylvania corporation.
WHEREAS, RLI and Xxxxxxxxx entered into a Contribution Agreement
("Contribution Agreement") on March 5, 1996, and desire to make certain
amendments to such agreement; and
WHEREAS, Newco, having been formed pursuant to, and subsequent to the
date of execution of, the Contribution Agreement, is to be added, by this
Amendment, as a party to the Contribution Agreement and this Amendment;
NOW, THEREFORE, each of the signatories hereto, intending to be legally
bound by and to the Contribution Agreement and this Amendment, hereby and in
exchange for consideration mutually given, agree as follows:
1. The reference to Exhibit "B" in the last line of Paragraph 2(b) of
the Contribution Agreement is hereby corrected and amended to read Exhibit "D."
2. Paragraph 2(c) is amended by adding the following to the end:
"Notwithstanding the foregoing, Xxxxxxxxx agrees to waive his
anti-dilution rights for one time in connection with the private
placement of stock of Newco on or prior to December 31, 1999 if the
company has not completed a public stock offering by that time
unless Xxxxxxxxx determines that such private placement would be
materially adverse to the interests of Newco."
3. Subparagraph (B) under Paragraph 3(b), near the bottom of page 4 of
the Contribution Agreement is hereby amended and a new subparagraph (C) is added
to read as follows:
"(B) any of Newco's obligations due under Section 3(b)(i)-(iii),
above, in excess of Five Million Dollars ($5,000,000), may be
deferred to March 5 of the next following year, provided that
in no event shall the maximum amount payable either on March 5,
2002 and March 5, 2003 be more than Five Million Dollars
($5,000,000), and the balance shall be due on March 5, 2004
along with other amounts due in that year under (iv), above:"
"(C) any of Newco's obligations due under Section 3(b)(i)-(iii),
above in excess of Five Hundred Thousand Dollars ($500,000) in
any year, may be deferred to March 5 of the next following year
if the Board of Directors of Newco determines that the payment
of such amount would be materially adverse to the interests of
Newco. Any amount so deferred will be payable on the following
March 5 subject to Subparagraph 3(B) and the application of
this Subparagraph 3(C). If Xxxxxxxxx disagrees with the
determination of the Board of Directors, he shall be permitted
to submit the dispute to binding arbitration, which shall be
the exclusive forum for resolution of the dispute and which
will determine whether the Board, in making its determination,
acted reasonably. The arbitration shall be conducted before a
panel of three (3) arbitrators. One arbitrator shall be
selected by Xxxxxxxxx, one by Newco and the third by the two
previously selected arbitrators. The arbitration proceeding
shall be held in Philadelphia, Pennsylvania."
4. Paragraph 5 of the Contribution Agreement is hereby amended to add
an additional addressee:
"If to Newco:
Xxxxxxx Xxxxxxxxx, Chairman/CEO
Fidelity Leasing, Inc.
0000 Xxxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Facsimile: 000-000-0000"
5. A new Paragraph 6 shall be added to the Contribution Agreement, as
follows:
"6. Right to Interest in Other Companies. RLI, Newco and Xxxxxxxxx
each agree as follows:
All acquisitions available to any of them (whether through
purchase of stock or assets, merger, formation of new businesses or
otherwise) of entities (or interests therein) engaged in the
business of equipment leasing are to be made by Newco or its
wholly-owned subsidiaries.
6. Newco hereby agrees to be bound by and a part to (a) the
Contribution Agreement to the full extent referred to therein, and (b) this
Amendment to the full extent referred to herein, as if Newco had been in
existence at the time of execution of the Contribution Agreement.
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Whereupon, this Agreement, having been duly authorized on behalf of
each signatory, has been agreed upon and executed on the date first hereinabove
written.
RESOURCE LEASING, INC.
By:
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Xxxxxxx Xxxxxxxxx
FIDELITY LEASING, INC.
By:
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