1
STOCK PURCHASE AGREEMENT
DATED AS OF MARCH 7, 1997
BETWEEN AND AMONG
XXXXXXX EQUITY FUND I, L.L.C.,
PURCHASER,
AND
CROWN NORTHCORP, INC.,
SELLER
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TABLE OF CONTENTS
Page
ARTICLE I - THE FIRST PURCHASE AND SALE................................................................ 1
SECTION 1.1. Terms of the First Purchase and Sale................................................ 1
SECTION 1.2. The First Closing................................................................... 1
SECTION 1.3. Conditions to the Obligation of the Purchaser to Consummate
the Transactions to be Consummated Hereunder at the First Closing................... 2
SECTION 1.4. Conditions to the Obligation of the Seller to Consummate the
Transactions to be Consummated Hereunder at the First Closing....................... 3
ARTICLE II - THE SECOND PURCHASES AND SALES............................................................ 5
SECTION 2.1. Terms of the Second Purchases and Sales............................................. 5
SECTION 2.2. The Second Closings................................................................. 6
SECTION 2.3. Conditions to the Obligation of the Purchaser to Consummate the
Transactions to be Consummated Hereunder at a Second Closing........................ 7
SECTION 2.4. Conditions to the Obligation of the Seller to Consummate the
Transactions to be Consummated Hereunder at a Second Closing........................ 8
SECTION 2.5. Option to Purchase.................................................................. 10
ARTICLE III - THE THIRD PURCHASE AND SALE.............................................................. 11
SECTION 3.1. Terms of the Third Purchase and Sale................................................ 11
SECTION 3.2. The Third Closing................................................................... 11
SECTION 3.3. Conditions to the Obligation of the Purchaser to Consummate the
Transactions to be Consummated Hereunder at the Third Closing....................... 12
SECTION 3.4. Conditions to the Obligation of the Seller to Consummate the
Transactions to be Consummated Hereunder at the Third Closing....................... 13
SECTION 3.5. Option to Purchase.................................................................. 15
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE SELLER.............................................. 16
SECTION 4.1. First Closing Representations and Warranties........................................ 16
SECTION 4.2. Second Closing, Third Closing and Option Representations and
Warranties.......................................................................... 26
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER............................................ 28
SECTION 5.1. Organization........................................................................ 28
SECTION 5.2. Authority to Buy.................................................................... 28
SECTION 5.3. Non-Distributive Intent............................................................. 28
SECTION 5.4. Investment Company.................................................................. 29
SECTION 5.5. Compliance with Laws................................................................ 29
SECTION 5.6. Broker Fees......................................................................... 29
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Page
ARTICLE VI - COVENANTS OF THE SELLER................................................................... 29
SECTION 6.1. Furnish Future Information.......................................................... 29
SECTION 6.2. Board Representation................................................................ 30
SECTION 6.3. Corporate Governance................................................................ 31
SECTION 6.4. Reasonable Best Efforts............................................................. 31
SECTION 6.5. Reservation of Authorized Shares.................................................... 31
SECTION 6.6. Anti-Dilution....................................................................... 31
ARTICLE VII - COVENANTS OF THE PURCHASER............................................................... 32
SECTION 7.1. Compliance with Securities Laws..................................................... 32
SECTION 7.2. Director Filings.................................................................... 32
SECTION 7.3. Change of Residence and Principal Executive Office.................................. 32
ARTICLE VIII - REPURCHASE RIGHTS OF THE SELLER......................................................... 32
ARTICLE IX - INDEMNIFICATION........................................................................... 34
SECTION 9.1. Indemnification by the Seller....................................................... 34
SECTION 9.2. Indemnification by the Purchaser.................................................... 34
SECTION 9.3. Method of Asserting Claims.......................................................... 35
SECTION 9.4. Payment............................................................................. 36
SECTION 9.5. Arbitration......................................................................... 37
SECTION 9.6. Other Rights and Remedies Not Affected.............................................. 37
ARTICLE X - MISCELLANEOUS.............................................................................. 38
SECTION 10.1. Further Actions..................................................................... 38
SECTION 10.2. Availability of Equitable Remedies.................................................. 38
SECTION 10.3. Survival............................................................................ 38
SECTION 10.4. Modification........................................................................ 38
SECTION 10.5. Notices............................................................................. 38
SECTION 10.6. Waiver.............................................................................. 39
SECTION 10.7. Binding Effect...................................................................... 40
SECTION 10.8. No Third Party Beneficiaries........................................................ 40
SECTION 10.9. Separability........................................................................ 40
SECTION 10.10.Headings............................................................................ 40
SECTION 10.11.Counterparts; Governing Law......................................................... 40
SECTION 10.12.Assignments......................................................................... 40
(ii)
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EXHIBIT A - Seller's Officer's Certificate - First Closing
(Section 1.3(a))
EXHIBIT B - Opinion of Seller's Counsel
(Sections 1.3(b); 2.3(b); 3.3(b))
EXHIBIT C - Purchaser's Officer's Certificate - First Closing
(Section 1.4(a))
EXHIBIT D - Opinion of Purchaser's Counsel
(Sections 1.4(b); 2.4(b); 3.4(b))
EXHIBIT E - Escrow Agreement
(Section 2.1(a))
EXHIBIT F - Acquisition Criteria
(Section 2.3(a))
EXHIBIT G - Seller's Officer's Certificate - Second Closing
(Section 2.3(b))
EXHIBIT H - Purchaser's Officer's Certificate - Second Closing
(Section 2.4(a))
EXHIBIT I - Fund Criteria
(Section 3.3(a))
EXHIBIT J - Seller's Officer's Certificate - Third Closing
(Section 3.3(b))
EXHIBIT K - Purchaser's Officer's Certificate - Third Closing
(Section 3.4(a))
EXHIBIT L - Voting Agreement
(Sections 1.3(h); 1.4(b))
Schedule 4.1(a) Subsidiaries
Schedule 4.1(b) Capitalization
Schedule 4.1(e) Litigation
Schedule 4.1(f) Properties
Schedule 4.1(g) Contracts
Schedule 4.1(h) ERISA
Schedule 4.1(j) Consents
Schedule 4.1(k) Intellectual Property
Schedule 4.1(l) Insurance
Schedule 4.1(m) Related Party Transactions
(iii)
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 7,
1997, is between and among HARBERT EQUITY FUND I, L.L.C., a Georgia limited
liability company with offices at Xxx Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx 00000 (the "Purchaser"), and CROWN NORTHCORP, INC., a Delaware
corporation with offices at 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 (the
"Seller").
WITNESSETH:
WHEREAS, the Purchaser desires to purchase from the Seller, and the
Seller desires to sell to the Purchaser, certain shares of the Common Stock,
par value $.01 per share, of the Seller (the "Seller Common Stock") on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the adequacy, sufficiency, and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
THE FIRST PURCHASE AND SALE
SECTION 1.1. TERMS OF THE FIRST PURCHASE AND SALE. On the basis of the
representations and warranties set forth in Section 4.1 and Article V, and
subject to the terms and conditions set forth herein:
(a) The Seller shall issue at the First Closing (as hereinafter
defined) to the Purchaser a certificate registered in the name of the Purchaser
for 1,000,000 shares (the "First Closing Shares") of Seller Common Stock.
(b) As consideration for the First Closing Shares, the Purchaser shall
deliver at the First Closing to the Seller $1,000,000 in cash, by certified
check, or by wire transfer of immediately available funds to an account
designated in writing by the Seller.
SECTION 1.2. THE FIRST CLOSING. The closing of the transactions
contemplated by Section 1.1 (the "First Closing") shall take place at the
offices of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000, at 11:00 A.M., local time, on March 7, 1997 (the "First
Closing Date"). The First Closing may occur at such different place, such
different time, or such different date or a combination thereof as the
Purchaser and the Seller agree in writing.
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SECTION 1.3. CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO
CONSUMMATE THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT THE FIRST CLOSING.
The obligations of the Purchaser to consummate the transactions to be
consummated hereunder at the First Closing are subject to the following
conditions (unless waived by the Purchaser in its discretion):
(a) ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of the Seller contained in Section 4.1 of this
Agreement shall be true and correct as of the First Closing; as of the First
Closing the Seller shall have performed and complied with all covenants and
agreements and satisfied all conditions required to be performed and complied
with by the Seller at or before such time by this Agreement; and the Purchaser
shall have received a certificate executed by the Chairman of the Board and
Chief Executive Officer of the Seller, dated the First Closing Date, to that
effect, substantially in the form of Exhibit A.
(b) OPINION OF COUNSEL. The Seller shall have delivered to the
Purchaser on the First Closing Date the favorable opinions of each of Powell,
Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Seller and Xxxxxxx X. Xxxxx,
Secretary of the Seller, each dated as of such date, collectively addressing
the matters set forth in Exhibit B and each in the form agreed upon by the
Purchaser and the Seller, each acting reasonably and in good faith.
(c) OTHER CLOSING DOCUMENTS. The Seller shall have delivered to the
Purchaser on or prior to the First Closing such other documents as the
Purchaser may reasonably request in order to enable the Purchaser to determine
whether the conditions to its obligations under this Agreement have been met
and otherwise to carry out the provisions of this Agreement.
(d) LEGAL ACTION. A third party shall not have instituted or
threatened any legal proceeding relating to, or seeking to prohibit or
otherwise challenge the consummation of, the transactions contemplated by this
Agreement or any of the other agreements, instruments, and other documents
executed or to be executed and delivered pursuant hereto or in connection
therewith (collectively, and including this Agreement, the "Operative
Documents"), or to obtain substantial damages with respect thereto.
(e) NO GOVERNMENTAL ACTION. There shall not have been any action
taken, or any law, rule, regulation, order, or decree proposed, promulgated,
enacted, entered, enforced, or deemed applicable to the transactions
contemplated by any of the Operative Documents, by any federal, state, local,
or other governmental authority or by any court or other tribunal, including
the entry of a preliminary or permanent injunction, which, in the reasonable
judgment of the Purchaser, (i) makes any of the transactions contemplated by
this Agreement illegal, (ii) results in a material delay in the ability of the
Purchaser to consummate any of the transactions contemplated by this Agreement,
(iii) imposes material limitations on the ability of the Purchaser, other than
those imposed by the Voting Agreement (as hereinafter defined) effectively to
exercise full rights of ownership of the First Closing Shares including the
right
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to vote the First Closing Shares on all matters properly presented to the
stockholders of the Seller except as contemplated by the Voting Agreement, or
(iv) otherwise prohibits, restricts, or materially delays consummation of any
of the transactions contemplated by this Agreement.
(f) "BLUE-SKY" LAW COMPLIANCE. The Seller shall have received such
consents, approvals, registrations, qualifications, and other authorizations
from the state securities authorities having jurisdiction over the state in
which the Purchaser then resides as shall be necessary for the Seller to
legally issue the First Closing Shares to the Purchaser under the state
securities laws of such state.
(g) CONTRACTUAL CONSENTS NEEDED. The Seller shall have obtained at or
prior to the First Closing all consents, if any, required for the consummation
of the transactions to be consummated hereunder at the First Closing from any
party to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which the Seller or any of its consolidated subsidiaries or
consolidated affiliates (each, a "Subsidiary", and collectively, the
"Subsidiaries") is a party, or to which any of them or any of their respective
businesses, properties, or assets are subject.
(h) VOTING AGREEMENT. Xxxxxx X. Xxxxx and Xxxxxx Holding Company, Ltd.
shall have executed and delivered to the Purchaser the Voting Agreement in the
form of Exhibit L (the "Voting Agreement").
SECTION 1.4. CONDITIONS TO THE OBLIGATION OF THE SELLER TO CONSUMMATE
THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT THE FIRST CLOSING. The
obligations of the Seller to consummate the transactions to be consummated
hereunder at the First Closing are subject to the following conditions (unless
waived by the Seller in its discretion):
(a) ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of the Purchaser contained in Article V of this
Agreement shall be true and correct as of the First Closing; as of the First
Closing the Purchaser shall have performed and complied with all covenants and
agreements and satisfied all conditions required to be performed and complied
with by the Purchaser at or before such time by this Agreement; and the Seller
shall have received a certificate executed by the President or any Vice
President of Xxxxxxx Management Corporation, an Alabama corporation (the
"Manager"), the Manager of the Purchaser, dated the date of the First Closing,
to that effect, substantially in the form of Exhibit C.
(b) OPINION OF COUNSEL. The Purchaser shall have delivered to the
Seller on the date of the First Closing the favorable opinion of each of
Xxxxxxxxxx Xxxxxxxx LLP, counsel to the Purchaser, and Xxxxxxxx Xxxxx, General
Counsel of Xxxxxxx Management Corporation, each dated as of such date,
collectively addressing the matters set forth in Exhibit D and each
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in the form agreed upon by the Seller and the Purchaser, each acting reasonably
and in good faith.
(c) OTHER CLOSING DOCUMENTS. The Purchaser shall have delivered to the
Seller at or prior to the First Closing such other documents, including,
without limitation, an Investors Questionnaire, as the Seller may reasonably
request in order to enable the Seller to determine whether the conditions to
its obligations under this Agreement have been met and otherwise to carry out
the provisions of this Agreement.
(d) LEGAL ACTION. A third party shall not have instituted or
threatened any legal proceeding relating to, or seeking to prohibit or
otherwise challenge the consummation of, the transactions contemplated by the
Operative Documents or in connection therewith, or to obtain substantial
damages with respect thereto.
(e) NO GOVERNMENTAL ACTION. There shall not have been any action
taken, or any law, rule, regulation, order, or decree proposed, promulgated,
enacted, entered, enforced, or deemed applicable to the transactions
contemplated by any of the Operative Documents, by any federal, state, local,
or other governmental authority or by any court or other tribunal, including
the entry of a preliminary or permanent injunction, which, in the reasonable
judgment of the Seller, (i) makes any of the transactions contemplated by this
Agreement illegal, (ii) results in a material delay in the ability of the
Seller to consummate any of the transactions contemplated by this Agreement, or
(iii) otherwise prohibits, restricts, or materially delays consummation of any
of the transactions contemplated by this Agreement.
(f) "BLUE-SKY" LAW COMPLIANCE. The Seller shall have received such
consents, approvals, registrations, qualifications, and other authorizations
from the state securities authorities having jurisdiction over the state in
which the Purchaser then resides as shall be necessary for the Seller to
legally issue the First Closing Shares to the Purchaser under the state
securities laws of such state.
(g) CONTRACTUAL CONSENTS NEEDED. The Seller shall have obtained on or
prior to the First Closing all consents required for the consummation of the
transactions to be consummated hereunder at the First Closing from any party to
any contract, agreement, instrument, lease, license, arrangement, or
understanding to which the Seller or any Subsidiary is a party, or to which any
of them or any of their respective businesses, properties, or assets are
subject.
(h) FAIRNESS OPINION. The Board of Directors of the Seller shall have
obtained the favorable opinion of Delta Financial Group, Inc. as to the
fairness, from a financial point of view, of the transactions contemplated
hereby to the stockholders of the Seller, which opinion shall be in form and
substance satisfactory to the Board of Directors of the Seller (the "Fairness
Opinion").
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(i) VOTING AGREEMENT. The Purchaser shall have executed and delivered
the Voting Agreement to each of Xxxxxx X. Xxxxx and Xxxxxx Holding Company,
Ltd.
ARTICLE II
THE SECOND PURCHASES AND SALES
SECTION 2.1. TERMS OF THE SECOND PURCHASES AND SALES. On the basis of
the representations and warranties set forth in Section 4.1 and Article V as
qualified and revised from time to time as provided herein and subject to the
terms and conditions set forth herein:
(a) On the date hereof, the Purchaser, the Seller, and AmSouth Bank of
Alabama, as escrow agent (the "Escrow Agent"), have executed and delivered an
Escrow Agreement in the form attached as Exhibit E (the "Escrow Agreement")
providing for the creation of an escrow fund (the "Escrow Fund"). During the
period commencing on the First Closing Date and terminating at 5:00 p.m.,
Eastern Standard Time, on the first anniversary thereof (the "Second Closing
Period"), the Seller shall be entitled to deliver to the Purchaser a written
notice of a proposed Third Party Acquisition (as defined in Section 2.3(a)) at
any time after the conditions precedent to such Third Party Acquisition set
forth in Section 2.3(a) have been satisfied, which notice shall summarize the
proposed terms of such Third Party Acquisition, including without limitation
the amount of the purchase consideration relating thereto approved by the
Seller's Board of Directors (the "Acquisition Price"). Any Third Party
Acquisition with respect to which such notice has been delivered to the
Purchaser is referred to herein as a "Noticed Third Party Acquisition." Within
three business days after the date of such notice, the Purchaser shall deposit
into the Escrow Fund a sum equal to the related Acquisition Price (each, a
"Deposit," and the date that such Deposit is made being referred to herein as
the related "Deposit Date"). Notwithstanding any provision of this Agreement
to the contrary, the aggregate Deposits required to be made into the Escrow
Fund by the Purchaser hereunder, minus all Deposits released and paid to the
Purchaser pursuant to Section 2.1(c), shall not exceed $2,000,000. From time to
time during the Second Closing Period and for such period thereafter during
which any Noticed Third Party Acquisition is pending, the Seller shall promptly
inform the Purchaser in writing of any and all material developments pertaining
to the negotiation, consummation, and termination of all Noticed Third Party
Acquisitions; provided, however, that the Seller shall not hereby be required
to violate any applicable law.
(b) From time to time during the Second Closing Period, if the Seller
enters into a contract (each, an "Acquisition Agreement") providing for the
consummation of a Noticed Third Party Acquisition, the Seller shall promptly
deliver to the Purchaser a written notice of such occurrence (an "Acquisition
Notice") summarizing the material terms of such Acquisition Agreement and
accompanied by a true and correct copy of such Acquisition Agreement (the date
of each such notice being referred to herein as a "Second Closing Notice
Date"). Provided that all of the conditions precedent set forth in Section 2.3
and 2.4 have been
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satisfied or waived as to the related Third Party Acquisition as of the date
that such Third Party Acquisition is to be consummated (a "Second Closing
Date"), as early as practicable on the related Second Closing Date the Seller
shall deliver a certificate (a "Seller Release Certificate") to the Escrow
Agent and to the Purchaser, in compliance with paragraphs 4(a) and (c) of the
Escrow Agreement, instructing the Escrow Agent to release and pay to the
Seller, as early as is practicable on such Second Closing Date, a portion of
the Escrow Fund (each, a "Second Closing Payment") equal to the lesser of (i)
the amount then in the Escrow Fund, and (ii) the cash consideration to be paid
by the Purchaser or any of its Subsidiaries to the seller(s) in such Third
Party Acquisition, and the Seller, one or more of its Subsidiaries, or both (as
applicable) shall utilize such Second Closing Payment to pay such cash
consideration to such seller(s). As consideration therefor, the Seller shall
promptly issue to the Purchaser on such Second Closing Date the number of
shares of Seller Common Stock equal to the quotient obtained by dividing the
related Second Closing Payment by $1.05, and shall promptly deliver to the
Purchaser a certificate for such shares registered in the name of the
Purchaser. The consummation of the transactions contemplated by this Section
2.1(b) with respect to any Third Party Acquisition as well as the consummation
of the transactions contemplated by Section 2.5 shall each constitute a "Second
Closing" for purposes of this Agreement except as set forth in Section 2.5(a),
and all shares of Seller Common Stock issued in connection with Second Closings
as of any date are referred to herein as the "Second Closing Shares."
(c) Notwithstanding any provision of this Agreement to the contrary,
(i) if the Seller or a Subsidiary fails to consummate a Noticed Third Party
Acquisition within 60 days after the related Deposit Date, or if the
Acquisition Agreement relating to such Noticed Third Party Acquisition is
earlier terminated, the Purchaser will have the right to issue to the Escrow
Agent a certificate, in compliance with paragraphs 4(b) and (c) of the Escrow
Agreement, instructing the Escrow Agent to release and pay to the Purchaser the
related Deposit, together with all accrued interest thereon, and (ii) on the
later of (x) the expiration of the Second Closing Period, or (y) the date that
is 60 days after the Deposit Date pertaining to a Noticed Third Party
Acquisition which has not been consummated and has not been terminated on or
prior to the end of such 60 day period (the later of such dates being referred
to herein as the "Second Closing Expiration Date"), the Purchaser will have the
right to issue to the Escrow Agent a certificate, in compliance with paragraphs
4(b) and (c) of the Escrow Agreement, instructing the Escrow Agent to release
and pay to the Purchaser any and all amounts (if any) then remaining in the
Escrow Fund, together with all accrued interest thereon.
SECTION 2.2. THE SECOND CLOSINGS. All Second Closings shall take place
at the offices of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx,
X.X., Xxxxxxx, Xxxxxxx 00000, at 9:00 A.M., local time on the related Second
Closing Date. Any Second Closing may occur at such different place, such
different time, or such different date or a combination thereof as the
Purchaser and the Seller agree in writing.
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SECTION 2.3. CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO
CONSUMMATE THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT A SECOND CLOSING.
The obligations of the Purchaser to consummate the transactions to be
consummated hereunder at a Second Closing are subject to the following
conditions (unless waived by the Purchaser in its sole discretion):
(a) ACQUISITION. During the Second Closing Period and with respect to
the related Second Closing, (i) the Seller, in regular consultation with the
Purchaser, shall have identified the related acquisition (each, a "Third Party
Acquisition") to be made by the Seller, one or more Subsidiaries, or both, as
the case may be, that satisfies all of the criteria set forth in Exhibit F (the
"Second Closing Criteria"), and (ii) the Board of Directors of the Seller shall
have approved such Third Party Acquisition.
(b) ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of the Seller contained in Section 4.1 of this
Agreement, as qualified and revised pursuant to the related Seller Disclosure
Schedule (as hereinafter defined), shall be true and correct as of such Second
Closing; as of such Second Closing the Seller shall have performed and complied
with all covenants and agreements and satisfied all conditions required to be
performed and complied with by the Seller at or before such time by this
Agreement; and the Purchaser shall have received a certificate executed by the
Chief Executive Officer, the President, or any Vice President of the Seller,
dated as of the related Second Closing Date, to that effect, substantially in
the form of Exhibit G.
(c) OPINION OF COUNSEL. The Seller shall have delivered to the
Purchaser on the related Second Closing Date the favorable opinions of each of
Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Seller, and Xxxxxxx X.
Xxxxx, Secretary of the Seller, each dated as of such date, collectively
addressing the matters set forth in Exhibit B and each in the form agreed upon
by the Purchaser and the Seller, each acting reasonably and in good faith.
(d) OTHER CLOSING DOCUMENTS. The Seller shall have delivered to the
Purchaser on or prior to the related Second Closing Date such other documents
as the Purchaser may reasonably request in order to enable the Purchaser to
determine whether the conditions to its obligations under this Agreement have
been met and otherwise to carry out the provisions of this Agreement.
(e) LEGAL ACTION. An unaffiliated third party shall not have
instituted or threatened any legal proceeding relating to, or seeking to
prohibit or otherwise challenge the consummation of, the transactions
contemplated by this Agreement or any of the other Operative Documents, or to
obtain substantial damages with respect thereto.
(f) NO GOVERNMENTAL ACTION. There shall not have been any action
taken, or any law, rule, regulation, order, or decree proposed, promulgated,
enacted, entered, enforced, or deemed applicable to the transactions
contemplated by any of the Operative Documents by,
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any federal, state, local, or other governmental authority or by any court or
other tribunal, including the entry of a preliminary or permanent injunction,
which, in the reasonable judgment of the Purchaser, (i) makes any of the
transactions contemplated by this Agreement illegal, (ii) results in a material
delay in the ability of the Purchaser to consummate any of the transactions
contemplated by this Agreement, (iii) imposes material limitations, other than
those imposed by the Voting Agreement, on the ability of the Purchaser
effectively to exercise full rights of ownership of the Seller Common Stock to
be issued to the Purchaser at such Second Closing, including the right to vote
such Seller Common Stock on all matters properly presented to the stockholders
of the Seller except as contemplated by the Voting Agreement, or (iv) otherwise
prohibits, restricts, or materially delays consummation of any of the
transactions contemplated by this Agreement.
(g) "BLUE-SKY" LAW COMPLIANCE. The Seller shall have received such
consents, approvals, registrations, qualifications, and other authorizations
from the state securities authorities having jurisdiction over the state in
which the Purchaser then resides as shall be necessary for the Seller to
legally issue the Seller Common Stock to be issued to the Purchaser at such
Second Closing under the state securities laws of such state.
(h) CONTRACTUAL CONSENTS NEEDED. The Seller shall have obtained on or
prior to the related Second Closing Date all consents, if any, required for the
consummation of the transactions to be consummated hereunder at such Second
Closing from any party to any contract, agreement, instrument, lease, license,
arrangement, or understanding to which the Seller or any Subsidiary is a party,
or to which any of them or any of their respective businesses, properties, or
assets are subject.
(i) NO MATERIAL ADVERSE EFFECT. The Seller Disclosure Schedule
relating to such Second Closing (i) shall not reflect the occurrence of an
event that had a Material Adverse Effect (as hereinafter defined) between the
First Closing and such Second Closing, and (ii) shall not reflect the
occurrence of any event that could reasonably be expected to have a Material
Adverse Effect. As used herein, "Material Adverse Effect" means a material
adverse effect upon the business, financial condition, or results of operations
of the Seller and the Subsidiaries, considered as a whole.
(j) NO MATERIAL BREACH. There shall not have been any material breach
of any of the representations and warranties made by the Seller pursuant to
Sections 4.1 or 4.2 in connection with any previous Closing.
SECTION 2.4. CONDITIONS TO THE OBLIGATION OF THE SELLER TO CONSUMMATE
THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT A SECOND CLOSING. The
obligations of the Seller to consummate the transactions to be consummated
hereunder at a Second Closing are subject to the following conditions (unless
waived by the Seller in its discretion):
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(a) ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of the Purchaser contained in this Agreement, as
qualified and revised pursuant to the related Purchaser Disclosure Schedule (as
hereinafter defined), shall be true and correct as of such Second Closing; as
of such Second Closing the Purchaser shall have performed and complied with all
covenants and agreements and satisfied all conditions required to be performed
and complied with by the Purchaser at or before such time by this Agreement;
and the Seller shall have received a certificate executed by the President or
Vice President of the Manager or other governing Person (as hereinafter
defined) of the Purchaser, dated the Second Closing Date, to that effect, among
other things, substantially in the form of Exhibit H.
(b) OPINION OF COUNSEL. The Purchaser shall have delivered to the
Seller on the Second Closing Date the favorable opinion of each of Xxxxxxxxxx
Xxxxxxxx LLP, counsel to the Purchaser, and Alabama counsel to the Manager or
other governing Person of the Purchaser, each dated as of such date,
collectively addressing the matters set forth in Exhibit D and each in the form
agreed upon by the Seller and the Purchaser, each acting reasonably and in good
faith.
(c) OTHER CLOSING DOCUMENTS. The Purchaser shall have delivered to the
Seller on or prior to the related Second Closing Date such other documents as
the Seller may reasonably request, including, without limitation, an Investors
Questionnaire, in order to enable the Seller to determine whether the
conditions to its obligations under this Agreement have been met and otherwise
to carry out the provisions of this Agreement.
(d) LEGAL ACTION. There shall not have been instituted or threatened
by any Person other than the Seller or its affiliates any legal proceeding
relating to, or seeking to prohibit or otherwise challenge the consummation of,
the transactions contemplated by the Operative Documents or in connection
therewith, or to obtain substantial damages with respect thereto.
(e) NO GOVERNMENTAL ACTION. There shall not have been any action
taken, or any law, rule, regulation, order, or decree proposed, promulgated,
enacted, entered, enforced, or deemed applicable to the transactions
contemplated by any of the Operative Documents by any federal, state, local, or
other governmental authority or by any court or other tribunal, including the
entry of a preliminary or permanent injunction, which, in the reasonable
judgment of the Seller, (i) makes any of the transactions contemplated by this
Agreement illegal, (ii) results in a material delay in the ability of the
Seller to consummate any of the transactions contemplated by this Agreement, or
(iii) otherwise prohibits, restricts, or materially delays consummation of any
of the transactions contemplated by this Agreement.
(f) "BLUE-SKY" LAW COMPLIANCE. The Seller shall have received such
consents, approvals, registrations, qualifications, and other authorizations
from the state securities authorities having jurisdiction over the state in
which the Purchaser then resides as shall be
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necessary for the Seller to legally issue the Seller Common Stock to be issued
to the Purchaser at such Second Closing under the state securities laws of such
state.
(g) CONTRACTUAL CONSENTS NEEDED. The Seller shall have obtained on or
prior to the related Second Closing Date all consents required for the
consummation of the transactions to be consummated at such Second Closing from
any party to any contract, agreement, instrument, lease, license, arrangement,
or understanding to which the Seller or any Subsidiary is a party, or to which
any of them or any of their respective businesses, properties, or assets are
subject.
(h) FAIRNESS OPINION NOT WITHDRAWN. Subject to the Seller's compliance
with Section 6.4, the Fairness Opinion shall not have been withdrawn.
SECTION 2.5. OPTION TO PURCHASE.
(a) GRANT OF OPTION. For a period (the "Second Closing Option Period")
commencing on the date hereof and terminating ten business days after the date
that the Second Closing Period terminates, the Purchaser will have the right
and option (the "Second Closing Option"), but not the obligation, to purchase a
number of shares (the "Second Closing Option Shares") of Seller Common Stock
equal to 1,904,762 less the aggregate number of shares of Seller Common Stock
purchased by the Purchaser in Second Closings as of the Second Option Closing
Date (as defined in paragraph (c) below), for a purchase price of $1.05 per
share (the "Second Closing Option Price").
(b) EXERCISE OF OPTION. The Purchaser may exercise the Second Closing
Option at any time during the Second Closing Option Period by delivery of
written notice thereof to the Seller. The delivery of such notice shall suspend
(i) any and all obligations of the Purchaser to effect Deposits pursuant to
Section 2.1, and (ii) the Seller's rights and obligations pursuant to Section
2.1 with respect to Third Party Acquisitions that are not Noticed Third Party
Acquisitions and with respect to which a Deposit has not been effected as of
the date of such notice (including, without limitation, the right to issue any
related Seller Release Certificate); and upon the closing of the Second Closing
Option all of such obligations shall terminate and shall have no further force
or effect.
(c) CLOSING. The closing of the Second Closing Option shall take place
at the offices of Xxxxxxxxxx Xxxxxxxx LLP, 0000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000, at 11:00 a.m. local time, on the 30th day after the
exercise thereof in compliance with the terms hereof (the "Second Option
Closing Date"). At such closing, (i) the Seller shall issue to the Purchaser a
certificate registered in the name of the Purchaser for the Second Closing
Option Shares (which number and kind of shares shall be equitably and
proportionately adjusted for stock splits, stock dividends, and other changes
to the Seller Common Stock that are approved or implemented on or prior to the
Second Option Closing Date), and (ii) as consideration for
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the Second Closing Option Shares, the Purchaser shall deliver to the Seller the
Second Closing Option Price by certified check or by wire transfer of
immediately available funds to an account previously designated in writing by
the Seller, provided that any and all amounts (if any) then remaining in the
Escrow Fund, together with all accrued interest applicable thereto, shall be
released by the Escrow Agent to the Seller on the Second Option Closing Date
and credited to the Purchaser's account at the closing toward the Second
Closing Option Option Price, and the Purchaser will cause such release to be
effected by issuing to the Escrow Agent a certificate, in compliance with
Paragraphs 4(b) and (c) of the Escrow Agreement, instructing the Escrow Agent
to effect such release. Notwithstanding any provision of this Agreement to the
contrary, the closing of the Second Closing Option shall constitute a "Second
Closing" for all purposes of this Agreement other than Section 2.5(a), and the
respective obligations of the Seller and Purchaser to consummate the Second
Closing Option shall be subject to prior satisfaction (or waiver) of the
conditions set forth in Section 2.3, 2.4, and 4.2 of this Agreement, and to
Article VIII (if applicable), except that the condition precedent set forth in
Section 2.3(a) need not be satisfied by the Seller.
ARTICLE III
THE THIRD PURCHASE AND SALE
SECTION 3.1. TERMS OF THE THIRD PURCHASE AND SALE. On the basis of the
representations and warranties set forth in Section 4.1 and Article V, as
qualified and revised from time to time as provided herein, and subject to the
terms and conditions set forth herein:
(a) The Seller shall issue at the Third Closing (as hereinafter
defined) to the Purchaser a certificate registered in the name of the Purchaser
for 1,904,762 shares (the "Third Closing Shares"; each of the First Closing
Shares, the Second Closing Shares, and the Third Closing Shares are
collectively referred to herein as the "Shares") of the Seller Common Stock
(which number and kind of shares shall be equitably and proportionately
adjusted for stock splits, stock dividends, and other previous changes to the
Seller Common Stock that are approved or implemented on or prior to the date of
the Third Closing).
(b) As consideration for the Third Closing Shares, the Purchaser shall
deliver at the Third Closing to the Seller $2,000,000 in cash, by certified
check, or by wire transfer of immediately available funds to an account
previously designated in writing by the Seller.
SECTION 3.2. THE THIRD CLOSING. The closing of the transactions
contemplated by Section 3.1 (such closing, as well as the consummation of the
transactions contemplated by Section 3.5, shall each constitute a "Third
Closing;" each of the First Closing, the Second Closings, and the Third Closing
are generically referred to herein as a "Closing") shall take place at the
offices of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000, at 11:00 A.M., local time, on the fifth business day
after the date
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that each of the conditions precedent to the transactions to be consummated
hereunder at the Second Closing set forth in Section 3.3(a), Section 3.3(g),
and Section 3.4(f) have been satisfied. The Third Closing may occur at such
different place, such different time, or such different date or a combination
thereof as the Purchaser and the Seller agree in writing.
SECTION 3.3. CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO
CONSUMMATE THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT THE THIRD CLOSING.
The obligations of the Purchaser to consummate the transactions to be
consummated hereunder at the Third Closing are subject to the following
conditions (unless waived by the Purchaser in its discretion):
(a) CREATION OF FUND OR INVESTMENT. Within one calendar year after the
date that the First Closing actually occurs, the Board of Directors of the
Seller and the Purchaser, in their discretion, shall have (i) approved the
creation of a fund that satisfies the criteria set forth in Exhibit I, and (ii)
determined that such fund satisfies such criteria.
(b) ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of the Seller contained in Section 4.1 of this
Agreement, as qualified and revised pursuant to the Seller Disclosure Schedule
applicable to the Third Closing, shall be true and correct as of the Third
Closing; as of the Third Closing the Seller shall have performed and complied
with all covenants and agreements and satisfied all conditions required to be
performed and complied with by the Seller at or before such time by this
Agreement; and the Purchaser shall have received a certificate executed by the
Chief Executive Officer, President, or any Vice President of the Seller, dated
the date of the Third Closing, to that effect, substantially in the form of
Exhibit J.
(c) OPINION OF COUNSEL. The Seller shall have delivered to the
Purchaser on the date of the Third Closing the favorable opinions of each of
Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Seller, and Xxxxxxx X.
Xxxxx, Secretary of the Seller, each dated as of such date, collectively
addressing the matters set forth in Exhibit B and each in the form agreed upon
by the Purchaser and the Seller, each acting reasonably and in good faith.
(d) CLOSING DOCUMENTS. The Seller shall have delivered to the
Purchaser at or prior to the Third Closing such other documents as the
Purchaser may reasonably request in order to enable the Purchaser to determine
whether the conditions to its obligations under this Agreement have been met
and otherwise to carry out the provisions of this Agreement.
(e) LEGAL ACTION. An unaffiliated third party shall not have
instituted or threatened any legal proceeding relating to, or seeking to
prohibit or otherwise challenge the consummation of, the transactions
contemplated by this Agreement or any of the other Operative Documents, or to
obtain substantial damages with respect thereto.
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(f) NO GOVERNMENTAL ACTION. There shall not have been any action
taken, or any law, rule, regulation, order, or decree proposed, promulgated,
enacted, entered, enforced, or deemed applicable to the transactions
contemplated by any of the Operative Documents, by any federal, state, local,
or other governmental authority or by any court or other tribunal, including
the entry of a preliminary or permanent injunction, which, in the reasonable
judgment of the Purchaser, (i) makes any of the transactions contemplated by
this Agreement illegal, (ii) results in a material delay in the ability of the
Purchaser to consummate any of the transactions contemplated by this Agreement,
(iii) imposes material limitations, other than those imposed by the Voting
Agreement, on the ability of the Purchaser effectively to exercise full rights
of ownership of the Third Closing Shares, including the right to vote the Third
Closing Shares on all matters properly presented to the stockholders of the
Seller except as contemplated by the Voting Agreement, or (iv) otherwise
prohibits, restricts, or materially delays consummation of any of the
transactions contemplated by this Agreement.
(g) "BLUE-SKY" LAW COMPLIANCE. The Seller shall have received such
consents, approvals, registrations, qualifications, and other authorizations
from the state securities authorities having jurisdiction over the state in
which the Purchaser then resides as shall be necessary for the Seller to
legally issue the Third Closing Shares to the Purchaser under the state
securities laws of such state.
(h) CONTRACTUAL CONSENTS NEEDED. The Seller shall have obtained on or
prior to the Third Closing all consents, if any, required for the consummation
of the transactions to be consummated hereunder at the Third Closing from any
party to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which the Seller or any Subsidiary is a party, or to which any
of them or any of their respective businesses, properties, or assets are
subject.
(i) NO MATERIAL ADVERSE EFFECT. The Seller Disclosure Schedule
relating to the Third Closing (i) shall not reflect the occurrence of an event
that had a Material Adverse Effect between the First Closing and the Third
Closing, and (ii) shall not reflect any transaction or occurrence that could
reasonably be expected to have a Material Adverse Effect.
(j) NO MATERIAL BREACH. There shall not have been any material breach
of any of the representations or warranties made by the Seller pursuant to
Sections 4.1 or 4.2 in connection with any previous Closing.
SECTION 3.4. CONDITIONS TO THE OBLIGATION OF THE SELLER TO CONSUMMATE
THE TRANSACTIONS TO BE CONSUMMATED HEREUNDER AT THE THIRD CLOSING. The
obligations of the Seller to consummate the transactions to be consummated
hereunder at the Third Closing are subject to the following conditions (unless
waived by the Seller in its discretion):
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(a) ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of the Purchaser contained in this Agreement (as
qualified and revised pursuant to the Purchaser Disclosure Schedule applicable
to the Third Closing) shall be true and correct as of the Third Closing; as of
the Third Closing the Purchaser shall have performed and complied with all
covenants and agreements and satisfied all conditions required to be performed
and complied with by the Purchaser at or before such time by this Agreement;
and the Seller shall have received a certificate executed by the President or
Vice President of the Manager or other governing Person of the Purchaser, dated
the date of the Third Closing, to that effect, among other things,
substantially in the form of Exhibit K.
(b) OPINION OF COUNSEL. The Purchaser shall have delivered to the
Seller on the date of the Third Closing the favorable opinion of each of
Xxxxxxxxxx Xxxxxxxx LLP, counsel to the Purchaser, and Alabama counsel to the
Manager or other governing Person of the Purchaser, each dated as of such date,
collectively addressing the matters set forth in Exhibit D and each in the form
agreed upon by the Seller and the Purchaser, each acting reasonably and in good
faith.
(c) OTHER CLOSING DOCUMENTS. The Purchaser shall have delivered to the
Seller on or prior to the Third Closing such other documents, including,
without limitation, an Investors Questionnaire, as the Seller may reasonably
request in order to enable the Seller to determine whether the conditions to
its obligations under this Agreement have been met and otherwise to carry out
the provisions of this Agreement.
(d) LEGAL ACTION. There shall not have been instituted or threatened
any legal proceeding relating to, or seeking to prohibit or otherwise challenge
the consummation of, the transactions contemplated by the Operative Documents
or in connection therewith, or to obtain substantial damages with respect
thereto.
(e) NO GOVERNMENTAL ACTION. There shall not have been any action
taken, or any law, rule, regulation, order, or decree proposed, promulgated,
enacted, entered, enforced, or deemed applicable to the transactions
contemplated by any of the Operative Documents, by any federal, state, local,
or other governmental authority or by any court or other tribunal, including
the entry of a preliminary or permanent injunction, which, in the reasonable
judgment of the Seller, (i) makes any of the transactions contemplated by this
Agreement illegal, (ii) results in a delay in the ability of the Seller to
consummate any of the transactions contemplated by this Agreement, or (iii)
otherwise prohibits, restricts, or delays consummation of any of the
transactions contemplated by this Agreement.
(f) "BLUE-SKY" LAW COMPLIANCE. The Seller shall have received such
consents, approvals, registrations, qualifications, and other authorizations
from the state securities authorities having jurisdiction over the state in
which the Purchaser then resides as shall be
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necessary for the Seller to legally issue the Third Closing Shares to the
Purchaser under the state securities laws of such state.
(g) CONTRACTUAL CONSENTS NEEDED. The Seller shall have obtained on or
prior to the Third Closing all consents, if any, required for the consummation
of the transactions to be consummated hereunder at the Third Closing from any
party to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which the Seller or any Subsidiary is a party, or to which any
of them or any of their respective businesses, properties, or assets are
subject.
(h) FAIRNESS OPINION NOT WITHDRAWN. Subject to the Seller's compliance
with Section 6.4, the Fairness Opinion shall not have been withdrawn.
SECTION 3.5. OPTION TO PURCHASE.
(a) GRANT OF OPTION. For a period (the "Third Closing Option Period")
commencing on the date hereof and terminating ten business days after the first
anniversary of the First Closing Date, the Purchaser will have the right and
option (the "Third Closing Option" and, together with the Second Closing
Option, generically an "Option"), but not the obligation, to purchase the Third
Closing Shares for a total purchase price of $2,000,000 ($1.05 per share),
exercisable only if the Purchaser has not previously purchased the Third
Closing Shares pursuant to Section 3.1.
(b) EXERCISE OF OPTION. The Purchaser may exercise the Third Closing
Option at any time during the Third Closing Option Period by delivery of
written notice thereof to the Seller.
(c) CLOSING. The closing of Third Closing Option shall take place at
the offices of Xxxxxxxxxx Xxxxxxxx LLP, 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx,
Xxxxxxx 00000, at 11:00 a.m. local time, on the 30th day after the exercise
thereof in compliance with the terms hereof (the "Third Option Closing Date";
each of the Second Option Closing Date and the Third Option Closing Date being
generically referred to herein as an "Option Closing Date"). At such closing,
(i) the Seller shall issue to the Purchaser a certificate registered in the
name of the Purchaser for the Third Closing Option Shares (which number and
kind of shares shall be equitably and proportionately adjusted for stock
splits, stock dividends, and other changes to the Seller Common Stock that are
approved or implemented on or prior to the Third Option Closing Date), and (ii)
as consideration for the Third Closing Option Shares, the Purchaser shall
deliver to the Seller $2,000,000 by certified check, or by wire transfer of
immediately available funds to an account previously designated in writing by
the Seller. The closing of the Third Closing Option shall constitute the
"Third Closing" for purposes of this Agreement, and the respective obligations
of the Seller and Purchaser to consummate the Third Closing Option shall be
subject to prior satisfaction (or waiver) of the conditions set forth in
Section
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3.3, 3.4 and 4.2 of this Agreement, and to Article VIII (if applicable), except
that the conditions precedent set forth in Section 3.3(a) need not be satisfied
by the Seller.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 4.1. FIRST CLOSING REPRESENTATIONS AND WARRANTIES. The Seller
represents and warrants to the Purchaser as of the First Closing as follows:
(a) ORGANIZATION AND QUALIFICATION. The Seller owns, either directly
or through one or more wholly-owned subsidiaries, all the outstanding shares of
capital stock of the Subsidiaries. All of the Subsidiaries are listed on
Schedule 4.1(a). Other than the Subsidiaries, neither the Seller nor any
Subsidiary has a consolidated subsidiary or consolidated affiliate corporation
or owns any material interest in any other person, firm or entity ("Person")
except as set forth on Schedule 4.1(a). Schedule 4.1(a) also correctly sets
forth as to the Seller and as to each Subsidiary its place of incorporation or
organization, principal place of business, jurisdictions in which it is
qualified to do business, and the business which it currently conducts; and as
to each Subsidiary its authorized capitalization (if applicable), its shares of
capital stock or other equity interests outstanding, and the record and
beneficial owner of those shares. Each of Seller and each of the Subsidiaries
is a corporation, limited partnership, or limited liability company duly
organized, validly existing, and in good standing under the laws of its
jurisdiction of incorporation or organization, with all requisite power and
authority, and all necessary consents, authorizations, approvals, orders,
licenses, certificates, and permits of and from, and declarations and filings
with, all federal, state, local, and other governmental authorities and all
courts and other tribunals, to own, lease, license, and use its properties and
assets and to carry on the business in which it is now engaged, in each case
except for such consents, authorizations, approvals, orders, licenses,
certificates, permits, declarations, and filings, the absence of which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. Each of the Seller and each of the Subsidiaries is
duly qualified to transact the business in which it is engaged and is in good
standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing, or use of property or assets or the conduct of its business
makes such qualification necessary, except where the absence of such
qualification or good standing could not reasonably be expected to have a
Material Adverse Effect.
(b) CAPITALIZATION. The authorized capital stock of the Seller
consists of (i) 30,000,000 shares of Seller Common Stock, of which 8,776,723
shares are outstanding as of the date hereof (excluding the First Closing
Shares), and (ii) 1,000,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock"), of which (A) 450 shares of Series A Convertible Preferred
Stock, par value $.01 per share, (B) 2,000 shares of Series B Preferred Stock,
par value $.01 per share, and (C) 500 shares of Series C Convertible Preferred
Stock,
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par value $.01 per share, are outstanding as of the date hereof. Each of such
outstanding shares of Seller Common Stock and each outstanding share of each
outstanding series of Preferred Stock is duly authorized, validly issued, fully
paid, and nonassessable, and was not issued in violation of any applicable law
or of any preemptive right of stockholders. All persons who, to the Knowledge
of the Seller (as hereinafter defined), own of record or beneficially five
percent or more of any class or series of capital stock of the Seller are set
forth on Schedule 4.1(b). Except for this Agreement and as set forth on
Schedule 4.1(b), there is no commitment, plan, or arrangement to issue, and no
outstanding option, warrant, or other right calling for the issuance of, any
share of capital stock of the Seller or of any Subsidiary or any security or
other instrument convertible into, exercisable for, or exchangeable for capital
stock of the Seller or of any Subsidiary. Except as set forth on Schedule
4.1(b), there is outstanding no security or other instrument convertible into
or exchangeable for capital stock of the Seller or of any Subsidiary. As used
herein, "Knowledge of the Seller" means the actual knowledge of any one or more
of Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, or Xxxxxxx Xxxxx, assuming that each
possesses the actual knowledge that an officer or director with their
responsibilities would possess after reasonable inquiry into the applicable
matter.
(c) FINANCIAL CONDITION. The Seller has delivered to the Purchaser
true and correct copies of the following: audited consolidated balance sheets
of the Seller as of December 31, 1995 and December 31, 1994; the unaudited
consolidated balance sheet of the Seller as of December 31, 1996 (the
"Unaudited Balance Sheet"); audited consolidated statements of income,
consolidated statements of retained earnings, and consolidated statements of
cash flows of the Seller for the years ended December 31, 1995 and December 31,
1994; and the unaudited consolidated statement of income, consolidated
statement of retained earnings, and consolidated statement of cash flows of the
Seller for the year ended December 31, 1996 (collectively the "Financial
Statements"). Each such consolidated balance sheet presents fairly the
financial condition, assets, liabilities, and stockholders' equity of the
Seller and its consolidated subsidiaries as of its date; each such consolidated
statement of income and consolidated statement of retained earnings presents
fairly the results of operations of the Seller and its consolidated
subsidiaries for the period indicated; and each such consolidated statement of
cash flows presents fairly the information purported to be shown therein, in
each case subject in the case of such unaudited consolidated balance sheet,
consolidated statement of income, consolidated statement of retained earnings,
and consolidated balance sheet to changes resulting from year-end audit
adjustments. The financial statements referred to in this Section 4.1(c) have
been prepared in accordance with generally accepted accounting principles
("GAAP") consistently applied throughout the periods involved except as
otherwise permitted by GAAP or, with respect to financial statement footnotes,
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and are in accordance with the books and records of the Seller
and its consolidated subsidiaries. Since December 31, 1996 (the "Reference
Date"):
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(i) There has at no time been a material adverse change in the
business, financial condition, or results of operations of the Seller and its
consolidated subsidiaries, considered as a whole (including, without
limitation, any adverse change in the rating of the Seller as a special
servicer by any nationally recognized rating agency);
(ii) Except as required or permitted by the terms of any outstanding
series of Preferred Stock, neither the Seller nor any Subsidiary has
authorized, declared, paid, or effected any dividend or liquidating or other
distribution in respect of its capital stock or other outstanding equity
interests or any direct or indirect redemption, purchase, or other acquisition
of any stock of the Seller or any equity interest of any Subsidiary;
(iii) The operations and business of the Seller and each Subsidiary
have been conducted in all respects only in the ordinary course; and
(iv) Neither the Seller nor any Subsidiary has suffered an
extraordinary loss (whether or not covered by insurance) or waived any right of
material value.
(d) TAX AND OTHER LIABILITIES. Neither the Seller nor any Subsidiary
has any liability of any nature, whether accrued, absolute, known, unknown,
contingent or otherwise, including without limitation liabilities for federal,
state, local, or foreign taxes and penalties, interest, and additions to tax
("Taxes") and liabilities to customers or suppliers, other than the following:
(i) Liabilities for which full provision has been made on the
Unaudited Balance Sheet; and
(ii) Other liabilities arising since the Reference Date and prior to
the First Closing in the ordinary course of business which are not inconsistent
with the representations and warranties of the Seller set forth in Section 4.1.
Without limiting the generality of the foregoing, the amounts set up as
provisions for Taxes on the Unaudited Balance Sheet are sufficient for all
accrued and unpaid Taxes of the Seller and the Subsidiaries, whether or not due
and payable and whether or not disputed, under tax laws, as in effect on the
Unaudited Balance Sheet Date, for the period ended on such date and for all
fiscal periods prior thereto. Each of Seller and each of the Subsidiaries has
filed all federal, state, local, and foreign tax returns required to be filed
by it; has delivered to the Purchaser a true and correct copy of each such
return which was filed in the past three years; has paid (or has established on
the Unaudited Balance Sheet a reserve for) all Taxes, assessments, and other
governmental charges payable or remittable by it or levied upon it or its
properties, assets, income, or franchises which are due and payable, in each
case as of the Reference Date; and has delivered to the Purchaser a true and
correct copy of any report as to adjustments received by it from any taxing
authority during the past three years and a statement as to any litigation,
governmental or other proceeding (formal or informal), or investigation
pending, threatened,
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or in prospect with respect to any such report or the subject matter of such
report. Except as set forth in Schedule 4.1(d), neither the Seller nor any
Subsidiary is a party to any contract or commitment to guarantee the payment or
performance of any liability or other obligation by any other Person, or
pursuant to which the Seller or any Subsidiary is or may become liable for the
indebtedness or other obligations of any other Person. Except as set forth on
Section 4.1(d), Seller is not a party to any currently effective tax sharing
agreement or arrangement or a control person for tax purposes of any Person
other than the Subsidiaries.
(e) LITIGATION AND CLAIMS. Except as set forth on Schedule 4.1(e),
there is no litigation, arbitration, claim, governmental or other proceeding
(formal or informal), or investigation pending or, to the Knowledge of the
Seller, threatened or in prospect (or any basis therefor to the Knowledge of
the Seller) with respect to the Seller, any Subsidiary, or any of their
respective businesses, properties, or assets. None of the matters disclosed on
Schedule 4.1(e) could reasonably be expected to have a Material Adverse Effect.
Neither the Seller nor any Subsidiary is affected by any current or threatened
strike or other labor disturbance nor to the Knowledge of the Seller is any
union attempting to represent any employee of the Seller or of any Subsidiary
as collective bargaining agent. Neither the Seller nor any Subsidiary is in
violation of, or in default with respect to, any law, rule, regulation, order,
judgment, or decree, which violation or default could reasonably be expected to
have a Material Adverse Effect; nor to the Knowledge of the Seller is the
Seller or any Subsidiary required to take any action in order to avoid such
violation or default.
(f) PROPERTIES. (i) Each of the Seller and each of the Subsidiaries
has good and marketable title in fee simple absolute to all real properties and
good title to all other properties and assets used in its business or owned by
it (except such real and other properties and assets as are held pursuant to
leases or licenses described in Schedule 4.1(f)), free and clear of all liens,
mortgages, security interests, pledges, charges, and encumbrances (except such
as are listed on Schedule 4.1(f)).
(ii) Set forth on Schedule 4.1(f) is a true, correct, and complete
list of all real and other properties and assets owned by the Seller and the
Subsidiaries or leased or licensed by the Seller or by any Subsidiary from or
to a third party, including with respect to such properties and assets owned by
the Seller or by any Subsidiary a statement of cost, book value and (except for
land) reserve for depreciation of each item for tax purposes, and net book
value of each item for financial reporting purposes, and, with respect to such
properties and assets leased or licensed by the Seller or by any Subsidiary, a
description of such lease or license. All such real and other properties and
assets owned by the Seller or by any Subsidiary are reflected on the Last
Balance Sheet (except for acquisitions subsequent to the Last Balance Sheet
Date). All real and other tangible properties and assets owned, leased, or
licensed by the Seller or by any Subsidiary are in good and usable condition
(ordinary wear and tear excepted), except for such properties and assets as are
obsolete.
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(iii) The real and other properties and assets owned by the Seller and
each Subsidiary or leased or licensed by the Seller or such Subsidiary from a
third party constitute all such properties and assets which are necessary to
the business of the Seller or such Subsidiary as currently conducted.
(iv) The current use, occupancy and operation of the real properties
owned by the Seller or any Subsidiary (the "Real Properties"), and all aspects
of the improvements thereon and thereto (the "Real Properties Improvements"),
are in compliance in all material respects with all material applicable
federal, state and local laws and regulations and with all private restrictive
covenants of record, and to the Knowledge of the Seller there is not any
proposed change therein that would affect any of the Real Properties or its
use, occupancy or operation. All Real Property Improvements are located within
the lot lines (and within the mandatory setbacks from such lot lines
established by applicable law or otherwise) and not over areas subject to
easements or rights of way. All Real Property Improvements are in good
condition and repair, suited for the operation of the business of the Seller or
the relevant Subsidiary.
(g) CONTRACTS AND OTHER INSTRUMENTS. Schedule 4.1(g) accurately and
completely sets forth the information required to be contained therein
regarding all contracts, agreements, instruments, leases, licenses,
arrangements, or understandings with respect to the Seller and each Subsidiary,
identifying whether the matter disclosed therein relates to the Seller or to a
Subsidiary named therein. The Seller has furnished to the Purchaser (i) the
certificate of incorporation (or other charter or organizational document) and
by-laws (or other governing document) of the Seller and each Subsidiary and all
amendments thereto, as currently in effect, and (ii) the following: (a) true
and correct copies of all contracts, agreements, and instruments referred to in
Schedule 4.1(g); and (ii) true and correct copies of all leases and licenses
referred to in Schedule 4.1(g). Neither the Seller, any Subsidiary, nor (to the
Knowledge of the Seller) any other party to any such contract, agreement,
instrument, lease, or license is now or expects in the future to be in
violation or breach of, or in default with respect to complying with, any
material term thereof; each such contract, agreement, instrument, lease, or
license that is material to the business of the Seller is in full force and
effect and is the legal, valid, and binding obligation of the parties thereto
and (subject to applicable bankruptcy, insolvency, and other laws affecting the
enforceability of creditors' rights generally) is enforceable as to them in
accordance with its terms; and each such contract, agreement, instrument, lease
or license that is not material to the business of the Seller is, to the
Knowledge of the Seller, in full force and effect and is the legal, valid, and
binding obligation of the parties thereto and (subject to applicable
bankruptcy, insolvency, and other laws affecting the enforceability of
creditors' rights generally) is enforceable as to them in accordance with its
terms. Each such financing or other arrangement or understanding is to the
Knowledge of the Seller a valid and continuing arrangement or understanding;
neither the Seller, any Subsidiary, nor any other party to any such arrangement
or understanding has given notice of termination or to the Knowledge of the
Seller taken any action inconsistent with the continuance of such arrangement
or understanding; and the execution, delivery, and
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performance of this Agreement will not prejudice any such arrangement or
understanding in any way. Each of the Seller and each of the Subsidiaries
enjoys peaceful and undisturbed possession under all leases and licenses under
which it is operating. Neither the Seller nor any Subsidiary is in violation or
breach of, or in default with respect to, any term of its certificate of
incorporation (or other charter or organizational document) or by-laws (or
other governing document). Neither the Seller nor any Subsidiary is a member of
a customer or user organization or of a trade association.
(h) EMPLOYEES. (i) Except as set forth on Schedule 4.1(h), neither the
Seller nor any Subsidiary has, or contributes to, any pension, profit-sharing,
option, other incentive plan, or any other type of Employee Benefit Plan (as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")), or has any obligation to or customary arrangement with
employees for bonuses, incentive compensation, vacations, severance pay,
insurance, or other benefits. The Seller has furnished to the Purchaser: (A)
true and correct copies of all documents evidencing plans, obligations, or
arrangements referred to in Schedule 4.1(h) (or true and correct written
summaries of such plans, obligations, or arrangements to the extent not
evidenced by documents) and true and correct copies of all documents evidencing
trusts, summary plan descriptions, and any other summaries or descriptions
relating to any such plans; and (B) the two most recent annual reports (Form
5500's), if any, including all schedules thereto and the most recent annual and
periodic accounting of related plan assets with respect to each Employee
Benefit Plan.
(ii) All Accrued Liabilities (for contributions or otherwise) (as
defined in this Section 4.1(h)(ii)) of the Seller or any Subsidiary as of the
First Closing Date to each Employee Benefit Plan and with respect to each
obligation to or customary arrangement with employees for bonuses, incentive
compensation, vacations, severance pay, insurance, or other benefits have been
paid or accrued for all periods ending prior to the date of the First Closing
and no payment to any Employee Benefit Plan or with respect to any such
obligation or arrangement since the Last Balance Sheet Date has been
disproportionately large compared to prior payments. For purposes of the
preceding sentence, "Accrued Liabilities" shall include a pro rata contribution
to each Employee Benefit Plan or with respect to each such obligation or
arrangement for that portion of a plan year or other applicable period which
commences prior to and ends after the First Closing Date, and Accrued
Liabilities for any portion of a plan year or other applicable period shall be
determined by multiplying the liability for the entire such year or period by a
fraction, the numerator of which is the number of days preceding the date of
the First Closing in such year or period and the denominator of which is the
number of days in such year or period, as the case may be.
(iii) There has been no violation of the reporting and disclosure
requirements imposed either under ERISA or the Internal Revenue Code of 1986,
as amended, or its predecessor statute (the "Code") for which a penalty has
been or may be imposed with respect to any Employee Benefit Plan of the Seller
or of any Subsidiary and which could reasonably be
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expected to have a Material Adverse Effect. No Employee Benefit Plan or related
trust of the Seller or any Subsidiary has any material liability of any nature,
accrued or contingent, including without limitation liabilities for Taxes
(other than for routine payments to be made in due course to participants and
beneficiaries, except as set forth in Schedule 4.1(h)) which liabilities could
reasonably be expected to have a Material Adverse Effect. There has been no
violation by any Employee Benefit Plan of the Seller or any Subsidiary which is
a group health plan within the meaning of Section 162(i)(3) of the Code with
the applicable requirements of Section 162(k) of the Code. Other than the
health care continuation requirements of Section 162(k) of the Code, neither
the Seller nor any Subsidiary has any obligation to provide post-retirement
medical benefits or life insurance coverage to any current or former employees.
There is no litigation, arbitration, claim, governmental or other proceeding
(formal or informal), or investigation pending, threatened, or in prospect (or
any basis therefor to the Knowledge of the Seller) with respect to any Employee
Benefit Plan or related trust or with respect to any fiduciary, administrator,
or sponsor (in its capacity as such) of any Employee Benefit Plan, which could
reasonably be expected to have a Material Adverse Effect. No Employee Benefit
Plan or related trust and no such obligation or arrangement is in material
violation of, or in default with respect to, any law, rule, regulation, order,
judgment, or decree, which violation or default could reasonably be expected to
have a Material Adverse Effect nor to the Knowledge of the Seller is the
Seller, any Subsidiary, any Employee Benefit Plan, or any related trust
required to take any action in order to avoid violation or default. No event
has occurred or is threatened or about to occur which would constitute a
prohibited transaction under Section 406 of ERISA and which could reasonably be
expected to have a Material Adverse Effect.
(iv) Each Pension Plan maintained for the employees of the Seller or
of any Subsidiary has been qualified, from its inception, under Section 401(a)
of the Code and any related trust has been an exempt trust for such period
under Section 501 of the Code. Each Pension Plan has been operated in
accordance with its terms, except where the failure to so operate could not
reasonably be expected to have a Material Adverse Effect. No investigation or
review by the Internal Revenue Service is currently pending or (to the
Knowledge of the Seller) is contemplated in which the Internal Revenue Service
has asserted or may assert that any Pension Plan is not qualified under Section
401(a) of the Code or that any related trust is not exempt under Section 501 of
the Code. No assessment of any federal taxes has been made or (to the Knowledge
of the Seller) is contemplated against the Seller, any Subsidiary, or any
related trust of any Pension Plan and nothing has occurred which would result
in the assessment of unrelated business taxable income under the Code. Form
5500's have been timely filed with respect to all Pension Plans.
(v) Neither the Seller nor any Subsidiary currently contributes to or
since December 31, 1994 has effectuated either a complete or partial withdrawal
from any multi employer Pension Plan within the meaning of Section 3(37) of
ERISA or sponsored or otherwise maintained a Pension Plan subject to Title IV
of XXXXX.
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(xx) Xxxxxxxx 4.1(f) contains a true and correct statement of the
names, relationship with the Seller or any Subsidiary, current rates of
compensation (whether in the form of salary, bonuses, commissions, or other
supplemental compensation now or hereafter payable), and aggregate compensation
for the fiscal year ended December 31, 1996 of each director, officer, or other
employee of the Seller or of any Subsidiary whose aggregate compensation for
the fiscal year ended December 31, 1996 exceeded $75,000 or whose aggregate
compensation currently exceeds the rate of $75,000 per annum. Since February 1,
1997, neither the Seller nor any Subsidiary has changed the rate of
compensation of any of its directors, officers, or employees, nor has any
Employee Benefit Plan or program been instituted or amended to increase
benefits thereunder.
(i) QUESTIONABLE PAYMENTS. Neither the Seller, any Subsidiary, nor any
director, officer, employee, or other person associated with the Seller or any
Subsidiary when acting on behalf of the Seller or any Subsidiary, has, directly
or indirectly: used any corporate funds for unlawful contributions, gifts,
entertainment, or other unlawful expenses relating to political activity; made
any unlawful payment to foreign or domestic government officials or employees
or to foreign or domestic political parties or campaigns from corporate funds;
violated any provision of the Foreign Corrupt Practices Act of 1977, as
amended; established or maintained any unlawful or unrecorded fund of corporate
monies or other assets; made any false or fictitious entry on the books or
records of the Seller or any Subsidiary; made any bribe, rebate, payoff,
influence payment, kickback, or other unlawful payment; given any favor or gift
which is not deductible for federal income tax purposes; or made any bribe,
kickback, or other payment of a similar or comparable nature, whether lawful or
not, to any person or entity, private or public, regardless of form, whether in
money, property, or services, to obtain favorable treatment in securing
business or to obtain special concessions, or to pay for favorable treatment
for business secured or for special concessions already obtained.
(j) AUTHORITY TO SELL. The Seller has all requisite power and
authority to execute, deliver, and perform this Agreement and each of the
Operative Documents to which the Seller is a party. All necessary corporate
proceedings of the Seller have been duly taken to authorize the execution,
delivery, and performance of this Agreement and each of the Operative Documents
to which the Seller is a party by the Seller. Each of this Agreement and each
of the Operative Documents to which the Seller is a party has been duly
authorized, executed, and delivered by the Seller, constitutes the legal,
valid, and binding obligation of the Seller, and is enforceable against it in
accordance with its terms. Except as set forth on Schedule 4.1(j), no consent,
authorization, approval, order, license, certificate, or permit of or from, or
declaration or filing with, any federal, state, local, or other governmental
authority or any court or other tribunal is required by the Seller or any
Subsidiary for the execution, delivery, or performance of this Agreement or any
of the other Operative Documents to which the Seller is a party by the Seller.
No consent of any party to any contract, agreement, instrument, lease, license,
arrangement, or understanding to which the Seller or any Subsidiary is a party,
or to which it or any of their respective businesses, properties, or assets are
subject, is
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required for the execution, delivery, or performance of this Agreement or any
of the other Operative Documents to which the Seller is a party (except such
consents referred to in Schedule 4.1(j)); and the execution, delivery, and
performance of this Agreement and each of the Operative Documents to which the
Seller is a party will not (if the consents referred to in Schedule 4.1(j) are
obtained prior to the First Closing) violate, result in a breach of, conflict
with, or (with or without the giving of notice or the passage of time or both)
entitle any party to terminate or call a default under, entitle any party to
rights and privileges that such party was not receiving or entitled to receive
immediately before this Agreement or any of the Operative Documents (if now
executed) were executed under, or create any obligation on the part of the
Seller or any Subsidiary that it was not paying or obligated to pay immediately
before this Agreement or any of the Operative Documents (if now executed) were
executed under, any term of any such contract, agreement, instrument, lease,
license, arrangement, or understanding, or violate or result in a breach of any
term of the certificate of incorporation (or other charter or organizational
document) or by-laws (or other governing document) of the Seller or any
Subsidiary, or (if each of the conditions precedent set forth herein or in a
schedule hereto are satisfied) violate, result in a breach of, or conflict with
any law, rule, regulation, order, judgment, or decree binding on the Seller or
any Subsidiary or to which it or any of its respective businesses, properties,
or assets are subject. Upon their issuance pursuant hereto, the First Closing
Shares will be validly authorized, validly issued, fully paid, and
nonassessable and will not have been issued in violation of any preemptive
right of stock holders, and the Purchaser will have good title to the First
Closing Shares, free and clear of all liens, security interests, pledges,
charges, encumbrances, stockholders' agreements, and voting trusts other than
as set forth in the Operative Documents. Assuming the accuracy of the
representations and warranties made by the Purchaser pursuant to Article V, the
issuance of the First Closing Shares to the Purchaser hereunder will be exempt
from registration under the Securities Act and will comply with the state
securities laws of the State of Alabama.
(k) INTELLECTUAL PROPERTY RIGHTS. Neither the Seller nor any
Subsidiary owns any patents, patent applications and registrations, trademarks,
trademark applications and registrations, copyright applications and
registrations, trade names or industrial designs. The Seller and the
Subsidiaries license computer software as listed on Schedule 4.1(k), and to the
Knowledge of the Seller neither the Seller nor any of the Subsidiaries is in
violation of any of such licenses. The Seller and the Subsidiaries own computer
software as listed on Schedule 4.1(k), and the conduct of the business of the
Seller and the Subsidiaries and the use of such software does not infringe
upon, and neither the Seller nor any Subsidiary has received any notice,
complaint, threat, or claim alleging infringement of, any patent, trademark,
trade name, copyright, industrial design, trade secret, or any other
intellectual property right or proprietary right of any Person.
(l) INSURANCE. The Seller and the Subsidiaries are the respective
owners of the insurance policies set forth on Schedule 4.1(l), which policies
provide adequate coverage to insure the assets, properties, and businesses of
the Seller and the Subsidiaries against such
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risks and in such amounts as are prudent and customary for companies similar to
the Seller and the Subsidiaries, and all of such policies are in full force and
effect.
(m) RELATED PARTY TRANSACTIONS. Except as set forth on Schedule
4.1(m), neither the Seller nor any Subsidiary is directly a party to any oral
or written contract, agreement, lease, or arrangement with, or commitment to,
any Related Party (as defined below). Except as set forth on Schedule 4.1(m),
no Related Party directly or indirectly owns or controls any assets or
properties used in the business of the Seller or any Subsidiary, and no Related
Party, directly or indirectly, engages in or has any significant interest in
any business which is a competitor, customer, or supplier of the Seller or any
Subsidiary. As used herein, the term "Related Party" means, collectively, (A)
any Person which, to the Knowledge of the Seller, owns 5% or more of any class
of the outstanding securities of the Seller or any Subsidiary, (B) any
director, officer, or employee of the Seller or any Subsidiary, or (C) any
Person in which any director or officer of the Seller or any Subsidiary or any
Person referred to in clause (A) above is a partner or member, or holds a 5% or
more equity interest.
(n) ENVIRONMENTAL CONDITIONS. To the Knowledge of the Seller:
(i) There is no existing or pending Environmental Law (as
hereinafter defined) with a future compliance date that will require
operational changes, business practice modifications, or capital expenditures
at any Real Property or Real Property Improvements;
(ii) All hazardous substances and solid waste on, in, or
under any Real Property or Real Property Improvements, wherever located, have
been properly removed and disposed of, and no past or current disposal,
discharge, spill, or other release of, or treatment, transportation, or other
handling of hazardous materials or solid waste on, in or under any Real
Property or Real Property Improvements, will subject the Seller or any
Subsidiary to corrective or compliance action or any other liability; and
(iii) There are no currently pending or overtly threatened
legal action or administrative proceedings or orders, judgments, decrees, or
rulings against or involving the Seller or any Subsidiary relating to any
alleged past or ongoing violation of any Environmental Law, nor is the Seller
or any Subsidiary subject to any liability for any such past or ongoing
violation.
As used herein, "Environmental Law" means any federal, state, local,
or municipal statute, rule, regulation, or ordinance ("Law") relating to
health, safety, or the environment, including, without limitation, any Law
relating to the manufacture, generation, processing, distribution, application,
use, treatment, transport or handling, storage of, or emissions, discharges,
releases, or threatened releases into the environment of, pollutants,
contaminants, hazardous substances, petroleum products, chemicals or industrial
waste, other solids, liquids, gases, or wastes, heat, light, noise, radiation,
electro-magnetic fields and other forms of
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matter and energy of every kind and nature and the proper containment and
disposal of the same.
(o) DISCLOSURE. Neither this Agreement or any of the Operative
Documents, nor any other written document, description, certificate, or
statement furnished to the Purchaser by or on behalf of the Seller pursuant
hereto or thereto, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact, necessary to make the
statements contained herein and therein not misleading in light of the
circumstances under which they have been or will be made.
(p) BROKERAGE FEES. Neither the Seller nor any Subsidiary has created
any liability of any Person for any brokerage or finders fee in connection with
the transactions contemplated by this Agreement.
SECTION 4.2. SECOND CLOSING, THIRD CLOSING AND OPTION REPRESENTATIONS
AND WARRANTIES.
(a) Not later than three (3) business days before each Closing (other
than the First Closing), the Seller shall deliver to the Purchaser a written
document (a "Seller Disclosure Schedule") containing such qualifications and
other revisions to its representations and warranties set forth in Section 4.1
(excluding the representations and warranties set forth in the first three
sentences of Section 4.1(j)) and to the schedules attached hereto and
referenced in Section 4.1 (such representations and warranties and such
schedules being collectively referred to herein as the "Original Schedules") as
may be necessary to make the representations and warranties made by the Seller
in Section 4.1 true and correct, as of the date of such delivery, and
specifying the representations and warranties so qualified or revised. The
Seller shall have the right to so deliver a revised Seller Disclosure Schedule
to the Purchaser prior to each Closing prior to the consummation of the
transactions relating thereto (provided that the revisions reflected therein
shall be limited solely to those which occurred or of which the Seller first
became aware after the delivery of the Seller Disclosure Schedule that it
revises), which shall then be deemed to be substituted in lieu of the
previously delivered Seller Disclosure Schedule that it revises. Each Seller
Disclosure Schedule delivered to the Purchaser hereunder shall cumulatively
contain all qualifications and revisions to the Original Schedules, regardless
of whether such qualifications and revisions, or any of them, were included in
any previously delivered Seller Disclosure Schedule. If the Seller fails to
prepare and deliver any Seller Disclosure Schedule as provided above, then the
Seller shall be deemed to have irrevocably adopted the Original Schedules as
such Seller Disclosure Schedule; provided, however, that if one or more
Closings (other than the First Closing, but including Option Closings) have
then previously been consummated, the Seller shall be deemed to have
irrevocably adopted the Seller Disclosure Schedule duly delivered by the Seller
in connection with the then most recently consummated Closing or Option
Closing, as the case may be.
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(b) At each Closing, the Seller shall be deemed to represent, warrant
and covenant to the Purchaser that the representations and warranties made by
the Seller in Section 4.1 with respect to the First Closing are, subject only
to the qualifications and other revisions set forth in the Seller Disclosure
Schedule applicable to such Closing, true and correct as of the date of such
Closing. For the foregoing purposes, (i) the term "Financial Statements" (when
used in this Agreement) shall be deemed to refer to all financial statements of
the Seller theretofore furnished to the Purchaser pursuant to Section 6.1, in
addition to all those described in the Original Schedules, (ii) the term
"Reference Date" (whenever used in this Agreement) shall be deemed to refer to
the date specified therein or, if more recent, to the date of the most recent
unaudited balance sheet of the Seller furnished to the Purchaser pursuant to
Section 6.1, (iii) the terms "First Closing" and "First Closing Date", wherever
used in Section 4.1, shall be deemed to refer to related Second Closing or
Second Closing Date, respectively, or the Third Closing or the Third Closing
Date, respectively, and (iv) the term "First Closing Shares," whenever used in
Section 4.1, shall be deemed to refer to the Seller Common Stock to be
delivered at the related Second Closing or the Third Closing Shares, as the
case may be.
(c) Not later than three (3) business days before each Closing (other
than the First Closing), the Purchaser shall deliver to the Seller a written
document (a "Purchaser Disclosure Schedule") containing such qualifications and
other revisions to the representations and warranties set forth in Article V
(excluding the representations, warranties, and covenants made by the Purchaser
in Sections 5.2 and 5.3) as may be necessary to make the representations and
warranties made by the Purchaser in Article V true and correct, as of the date
of such delivery, and specifying the representations and warranties so
qualified or revised. The Purchaser shall have the right to so deliver a
revised Purchaser Disclosure Schedule to the Seller prior to each Closing prior
to the consummation of the transactions relating thereto (provided that the
revisions reflected therein shall be limited solely to those which occurred or
of which the Purchaser first became aware after the delivery of the Purchaser
Disclosure Schedule that it revises), which shall then be deemed to be
substituted in lieu of the previously delivered Purchaser Disclosure Schedule
that it revises. Each Purchaser Disclosure Schedule delivered to the Seller
hereunder shall cumulatively contain all such qualifications and revisions to
Article V, regardless of whether such qualifications and revisions, or any of
them, were included in any previously delivered Purchaser Disclosure Schedule.
If the Purchaser fails to prepare and deliver any Purchaser Disclosure Schedule
as provided above, then the Purchaser shall be deemed to have irrevocably
adopted Article V as such Purchaser Disclosure Schedule; provided, however,
that if one or more Closings (other than the First Closing) have then
previously been consummated, the Purchaser shall be deemed to have irrevocably
adopted the Purchaser Disclosure Schedule duly delivered by the Purchaser in
connection with the then most recently consummated Closing or Option Closing,
as the case may be. In addition to the other conditions precedent provided
herein, the obligation of the Seller to consummate any Closing shall be
conditioned on the contents of the related Purchaser Disclosure Schedule
pertaining thereto not disclosing any occurrence that is
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reasonably likely to have a material adverse effect upon the legality or the
enforceability of any Operative Document against the Purchaser.
(d) At each Closing, the Purchaser shall be deemed to represent,
warrant and covenant to the Seller that the representations and warranties made
by the Purchaser in Article V with respect to the First Closing are, subject
only to the qualifications and other revisions set forth in the Purchaser
Disclosure Schedule applicable to such Closing, true and correct as of the date
of such Closing. For such purposes, the term "First Closing" wherever used in
Article V, shall be deemed to refer to the related Second Closing or the Third
Closing, as appropriate, and the term "First Closing Shares," whenever used in
Article V, shall be deemed to refer to the Seller Common Stock to be delivered
at the related Second Closing or the Third Closing Shares, as the case may be.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Seller as of each of the
Closings as follows:
SECTION 5.1. ORGANIZATION. The Purchaser is a limited liability
company duly organized, validly existing, and in good standing under the laws
of the State of Georgia, with all requisite power and authority to own, lease,
license, and use its properties and assets and to carry on the business in
which it is now engaged and to own securities issued by the Company as herein
contemplated. Each of the Purchaser, the Manager, and each member of the
Purchaser that is an affiliate of the Manager is either duly organized, validly
existing, and in good standing in the State of Alabama or is duly qualified to
do business and is in good standing in the State of Alabama, as the case may
be.
SECTION 5.2. AUTHORITY TO BUY. The Purchaser has all requisite power
and authority to execute, deliver, and perform this Agreement and each of the
other Operative Documents to which it is or is to be a party. All necessary
proceedings of the Purchaser have been duly taken to authorize the execution,
delivery, and performance of this Agreement and each of the other Operative
Documents to which the Purchaser is or is to be a party by the Purchaser. This
Agreement and each of the Operative Documents to which the Purchaser is a party
has been duly authorized, executed, and delivered by the Purchaser, is the
legal, valid, and binding obligation of the Purchaser, and is enforceable
against the Purchaser in accordance with its terms.
SECTION 5.3. NON-DISTRIBUTIVE INTENT. The Purchaser is an "accredited
investor" (as defined in Rule 501(a) under the Securities Act of 1933, as
amended (the "Securities Act")). The Purchaser is acquiring the securities to
be acquired by it at such
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Closing for its own account (and not for the account of others) for investment
and not with a view to the resale or other distribution thereof. The Purchaser
will not sell or otherwise dispose of such securities (whether pursuant to a
liquidating dividend or otherwise) without registration under the Securities
Act or an exemption therefrom, and the certificate or certificates representing
such securities may contain a legend to the foregoing effect and all legends
necessary or desirable, in the judgment of the Purchaser, pursuant to any
applicable state securities law, rule, or regulation. By virtue of its
position, the Purchaser has access to the kind of financial and other
information about the Seller as would be contained in a registration statement
filed under the Securities Act. The Purchaser understands that it may not sell
or otherwise dispose of such Shares in the absence of either a registration
statement under the Securities Act or an exemption from the registration
provisions of the Securities Act.
SECTION 5.4. INVESTMENT COMPANY. The Purchaser is not subject to
regulation as an investment company under the Investment Company Act of 1940,
as amended.
SECTION 5.5. COMPLIANCE WITH LAWS. The Purchaser is in compliance in
all material respects with all applicable federal and state securities laws,
rules, and regulations, including, without limitation, the Exchange Act and the
Investment Advisors Act of 1940, as amended.
SECTION 5.6. BROKER FEES. Neither the Purchaser nor any of its
subsidiaries or parents has created any liability of any Person for any
brokerage or finders fee in connection with the transactions contemplated by
this Agreement.
ARTICLE VI
COVENANTS OF THE SELLER
The Seller covenants to the Purchaser as follows:
SECTION 6.1. FURNISH FUTURE INFORMATION. After the First Closing, the
Seller shall deliver to the Purchaser the following so long as the Purchaser
owns any of the Shares:
(a) within 45 days after the end of each of the first three quarterly
fiscal periods in each fiscal year of the Seller, a consolidated balance sheet
of the Seller and its consolidated subsidiaries as at the end of such period,
and a consolidated statement of income, consolidated statement of retained
earnings, and consolidated statement of cash flows of Seller and its
consolidated subsidiaries for such period, in each case prepared from the books
and records of the Seller and its consolidated subsidiaries in accordance with
GAAP consistently applied throughout the periods involved except as permitted
by GAAP or, with respect to financial statement footnotes, by the applicable
rules and regulations of the Commission , setting forth in each case in
comparative form the figures for the corresponding period of the previous
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fiscal year, all in reasonable detail, subject to changes resulting from
year-end audit adjustments;
(b) within 90 days after the end of each fiscal year of the Seller, a
consolidated balance sheet of the Seller and its consolidated subsidiaries as
at the end of such year, and a consolidated statement of income, consolidated
statement of retained earnings, and consolidated statement of cash flows of the
Seller and its consolidated subsidiaries for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail, such consolidated financial statements to be audited by and
to be accompanied by an opinion of the Seller's independent certified public
accountants of recognized national standing, which opinion shall state that
such consolidated financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied and that the
audit by such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted auditing
standards;
(c) promptly upon their becoming available, copies of all financial
statements, reports, notices, and proxy statements sent by the Seller to its
stockholders, all regular and periodic reports filed by the Seller with any
securities exchange or with the Commission, and all press releases; and
(d) with reasonable promptness, such other material and public or
nonmaterial information and data with respect to the Seller or any of its
Subsidiaries as from time to time may be requested by the Purchaser.
SECTION 6.2. BOARD REPRESENTATION. Effective as of the First Closing
Date, the Board of Directors of the Seller will appoint Xxxxxxx X. Xxxx and
Xxxxxxx X. Xxxxxxx to the Board of Directors of the Seller, each to fill an
existing vacancy on the Seller's Board of Directors until the next Annual
Meeting of the Stockholders of the Seller or until their earlier resignation,
retirement, or death. Until the first to occur of (i) the passage of five
calendar years after the First Closing Date, (ii) the date (if any) on which
the Purchaser and all Persons controlling, controlled by, or under common
control with the Purchaser no longer collectively own at least five percent of
the outstanding Seller Common Stock, and (iii) the occurrence of a Purchaser
Breach (as hereinafter defined) (the "Corporate Governance Period"), the Seller
shall nominate two individuals designated by the Purchaser for election to the
Seller's Board of Directors; provided, however, that notwithstanding the
foregoing, the Purchaser agrees that the Board of Directors of the Seller shall
not be required to so nominate any individual designated by the Purchaser (a)
with respect to whom disclosure would have to be made in any report or proxy
material required to be filed with the Commission pursuant to the Exchange Act
that was subject, directly or indirectly, to the disclosure requirements of
either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any
successor provision of any of the foregoing, in compliance with Item 401(f) of
Regulation S-K, Item 401(d) of Regulation S-B,
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or any successor provision of any of the foregoing, or (b) who does not agree
in writing to such nomination and to serve as a Director of the Seller if
elected as such by the stockholders of the Seller. In addition, during the
Corporate Governance Period, the Seller will appoint one designee of the
Purchaser to the Advisory Committee to the Seller's Board of Directors;
provided, however, that notwithstanding the foregoing, the Purchaser agrees
that the Seller shall not be required to so appoint any individual designated
by the Purchaser with respect to whom, if a Director of the Seller, disclosure
would have to be made in any report or proxy material required to be filed with
the Commission pursuant to the Exchange Act that was subject, directly or
indirectly, to the disclosure requirements of either Item 401(f) of Regulation
S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the
foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of
Regulation S-B, or any successor provision of any of the foregoing.
Notwithstanding any provision of this Agreement to the contrary, however, in
the event that neither a Second Closing nor a Third Closing occurs hereunder,
then the Seller shall only be required pursuant to this Section 6.2 to nominate
one such individual designated by the Purchaser for election to the Seller's
Board of Directors for the remainder, if any, of the Corporate Governance
Period.
SECTION 6.3. CORPORATE GOVERNANCE. As soon as practicable after the
First Closing Date and throughout the Corporate Governance Period, the Board of
Directors of the Seller will create, appoint, and maintain a Compensation and
Employee Benefit Plan Committee of the Board of Directors that will be
comprised exclusively of Directors of the Seller who are not officers of the
Seller. The Seller agrees that, during the Corporate Governance Period, such
Compensation and Employee Benefit Plan Committee shall have the right to
approve, by majority vote, the compensation of the Chief Executive Officer and
the Chief Operating Officer of the Seller and to approve or disapprove, by
majority vote, all material transactions between the Seller and one or more of
its employees or affiliates. During the Corporate Governance Period, the Seller
agrees to continue to appoint one Director of the Seller nominated by the
Purchaser to such Compensation and Employee Benefit Plan Committee.
SECTION 6.4. REASONABLE BEST EFFORTS. Each of the Seller and the
Purchaser agrees to cooperate and to use its reasonable best efforts to cause
the conditions precedent to all Closings to be satisfied in a timely manner
except for Section 3.3(a), with respect to which the parties agree to act in
good faith. Without limiting the generality of the foregoing, the Seller shall
use its reasonable best efforts to obtain the Fairness Opinion and, in the
event of the termination or revocation of the Fairness Opinion, to obtain a
substitute fairness opinion as soon as reasonably practicable.
SECTION 6.5. RESERVATION OF AUTHORIZED SHARES. From the date hereof
through the last to occur of the Closings hereunder, the Seller shall
continuously hold in reserve sufficient shares of Seller Common Stock to
consummate each of the Closings contemplated hereunder.
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SECTION 6.6. ANTI-DILUTION. From the date hereof through the date that
is five business days after any Closing could occur hereunder, if at any time
the Seller issues or sells (a "Dilution Event") any shares of Seller Common
Stock or any other class of voting common stock issued by the Seller for per
share consideration of less than the average per share consideration
theretofore paid by the Purchaser for Seller Common Stock hereunder (such
consideration, from time to time, being referred to herein as the "Dilution
Share Price"), or if applicable, the Dilution Share Price then deemed to have
been paid by the Purchaser for Seller Common Stock hereunder, in each case
other than with respect to an employee stock option plan for employees of the
Seller and its subsidiaries or pursuant to obligations, contracts, or other
arrangements existing on the date hereof, then simultaneously with such
Dilution Event the Seller shall issue to the Purchaser, without additional
consideration payable therefor, the number of additional shares of Seller
Common Stock that the Purchaser would have received in connection with Closings
consummated on or before the date of the Dilution Event ("Previous Closings")
had the purchase price per share of Seller Common Stock payable by the
Purchaser at such Previous Closings been equal to the Dilution Share Price, and
shall issue and deliver to the Purchaser a certificate registered in the name
of the Purchaser for such additional shares (whereupon, for purposes of the
subsequent application of this Section 6.6, the purchase price paid by the
Purchaser for shares at Previous Closings will be deemed to be such Dilution
Share Price until the occurrence of another Dilution Event, if any).
Notwithstanding anything to the contrary herein, the purchase price payable by
the Purchaser at all Closings subsequent to any Dilution Event shall be equal
to the then-current Dilution Share Price.
ARTICLE VII
COVENANTS OF THE PURCHASER
The Purchaser covenants to the Seller as follows:
SECTION 7.1. COMPLIANCE WITH SECURITIES LAWS. The Purchaser agrees to
make all filings required to be made by it under the Exchange Act with respect
to its holdings of securities issued by the Seller on a timely basis.
SECTION 7.2. DIRECTOR FILINGS. The Purchaser agrees to cause its
nominees for election as Directors of the Seller to file all filings required
to be made by it under the Exchange Act with respect to their holdings of
securities issued by the Seller on a timely basis.
SECTION 7.3. CHANGE OF RESIDENCE AND PRINCIPAL EXECUTIVE OFFICE. The
Purchaser agrees to promptly notify the Seller of any change in the state of
its residence or any change in the state that its principal executive office is
located or any change in its Manager.
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ARTICLE VIII
REPURCHASE RIGHTS OF THE SELLER
Upon and for a period of ninety days after the occurrence of a
Purchaser Breach (as hereinafter defined), the Seller shall have the right (but
not the obligation), upon ten business day's prior written notice to the
Purchaser, to elect to repurchase the securities heretofore purchased by the
Purchaser hereunder, as adjusted for subsequent changes in such securities, at
a price equal to the price actually paid by the Purchaser for such securities.
The closing of such repurchase shall take place at the offices of Powell,
Goldstein, Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx
00000-0000, at 11:00 A.M., local time, on the tenth business day after such
notice is sent to the Purchaser by the Seller. Such closing may occur at such
different place, such different time, or such different date or a combination
thereof as the Purchaser and the Seller may agree in writing. At such closing:
(a) The Purchaser shall deliver to the Seller certificates for such
securities, duly endorsed for transfer to the Seller, with signatures
guaranteed by a commercial bank located in Birmingham, Alabama, and with all
applicable stamp taxes paid; and
(b) As consideration for such securities, the Seller shall deliver at
such closing to the Purchaser a sum equal to the purchase price for such
securities, in cash, by certified check, or by wire transfer of immediately
available funds to an account designated in writing by the Purchaser.
As used herein, "Purchaser Breach" shall mean either:
(i) each of the applicable conditions precedent to the Purchaser's
obligation to consummate the transactions to be consummated hereunder at a
Second Closing set forth in Sections 2.3(a) (if applicable), (b), (d), (e),
(f), (g), (h), (i), and (j) are satisfied, assuming that the Purchaser's
representations and warranties, and covenants set forth in Sections 5.3 and 5.4
are then true and satisfied, but the Second Closing does not otherwise occur
due to either:
(A) the failure to satisfy a condition precedent to the
Seller's obligation to consummate the transactions to be consummated hereunder
at the Second Closing pursuant to Sections 2.4(a) or (c); or
(B) the Purchaser's breach or anticipatory breach of its
obligation to pay consideration for securities issued by the Seller under
circumstances where the Seller could satisfy the condition precedent set forth
in Section 2.3(c) were such payment so made;
OR
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(ii) each of the applicable conditions precedent to the Purchaser's
obligation to consummate the transactions to be consummated hereunder at the
Third Closing set forth in Sections 3.3(a) (if applicable), (b), (d), (e), (f),
(g), (h), (i), and (j) are satisfied, assuming that the Purchaser's
representation and warranty set forth in Sections 5.3 and 5.4 are then true,
but the Third Closing does not otherwise occur due to either:
(A) the failure to satisfy a condition precedent to the
Seller's obligation to consummate the transactions to be consummated hereunder
at the Third Closing pursuant to Sections 3.4 (a) or (c); or
(B) the Purchaser's breach or anticipatory breach of its
obligation to pay consideration for securities issued by the Seller under
circumstances where the Seller could satisfy the conditions precedent set forth
in Section 3.3(c) were the related payment so made.
The parties agree that the provisions of this Article VIII are a
bargained-for exchange, negotiated at arm's-length in advance of any event that
could cause the provisions of this Article VIII to be utilized. Accordingly,
the Purchaser hereby irrevocably waives any rights or remedies that it may
have, under the Securities Act or otherwise, relating in any manner to any
disclosure, or the absence thereof, made to the Purchaser by the Seller
relating to the affairs of the Seller in connection with the purchase and sale
of securities contemplated by this Article VIII.
ARTICLE IX
INDEMNIFICATION
SECTION 9.1. INDEMNIFICATION BY THE SELLER. The Seller hereby agrees
to defend, indemnify and hold harmless the Purchaser, its affiliates,
subsidiaries, and parent entities, and their respective past, current, and
future officers, directors, employees, counsel, agents, and equity holders, and
each person, if any, who controls, controlled, or will control any of them
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act (the "Purchaser Indemnitees"), from and against any and all
losses, liabilities, damages, costs and expenses whatsoever (including but not
limited to reasonable attorneys' fees of one counsel and any and all expenses
whatsoever incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any claims
whatsoever, and any and all amounts paid in settlement of any claim or
litigation), as and when incurred, arising out of, based upon, or in connection
with any material misrepresentation or breach of any warranty made by the
Seller contained in any Operative Document. The foregoing agreement to
indemnify shall be in addition to any liability the Seller may otherwise have,
including without limitation liabilities arising out of any Operative Document.
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SECTION 9.2. INDEMNIFICATION BY THE PURCHASER. The Purchaser hereby
agrees to defend, indemnify and hold harmless the Seller, its subsidiaries and
affiliates, and their respective past, current, and future officers, directors,
employees, counsel, agents, and equity holders, and each person, if any, who
controls, controlled, or will control any of them within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act (the "Seller
Indemnitees"), from and against any and all losses, liabilities, damages, costs
and expenses whatsoever (including but not limited to reasonable attorneys'
fees of one counsel and any and all expenses whatsoever incurred in
investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any claims whatsoever, and any and all
amounts paid in settlement of any claim or litigation), as and when incurred,
arising out of, based upon, or in connection with any material
misrepresentation or breach of any warranty made by the Purchaser contained in
any Operative Document. The foregoing agreement to indemnify shall be in
addition to any liability the Purchaser may otherwise have, including without
limitation liabilities arising out of any Operative Document.
SECTION 9.3. METHOD OF ASSERTING CLAIMS. In the event that any claim
or demand for which the Seller could be liable to a Purchaser Indemnitee
hereunder is asserted or sought to be collected from a Purchaser Indemnitee by
a third party, the Purchaser Indemnitee shall promptly notify the Seller in
writing of such claim or demand, specifying the nature of such claim or demand
and the amount or estimated amount thereof to the extent then feasible, which
estimate shall not be conclusive of the final amount of such claim and demand
(the "Claim Notice"). The Seller shall have 20 days from the date that such
Claim Notice is made hereunder (the "Notice Period") to notify the Purchaser
Indemnitee in writing (A) whether or not it disputes its liability to the
Purchaser Indemnitee hereunder with respect to such claim or demand, and (B)
notwithstanding any such dispute, whether or not it desires, at its sole cost
and expense, to defend the Purchaser Indemnitee against such claim or demand.
(a) If the Seller disputes its liability with respect to such claim or
demand or the amount thereof (whether or not the Seller desires to defend the
Purchaser Indemnitee against such claim or demand as provided in subsections
(b) and (c) below), such dispute shall be resolved in compliance with Section
9.5. Pending the resolution of any dispute by the Seller of its liability with
respect to any claim or demand, such claim or demand shall not be settled
without the prior written consent of the Purchaser Indemnitee.
(b) In the event that the Seller notifies the Purchaser Indemnitee
within the Notice Period that it desires to defend the Purchaser Indemnitee
against such claim or demand then, except as hereinafter provided, the Seller
shall have the right to defend the Purchaser Indemnitee by appropriate
proceedings, which proceedings shall be promptly settled or prosecuted by it to
a final conclusion in such a manner as to avoid any risk of the Purchaser
Indemnitee becoming subject to liability for any other matter; provided,
however, that the Seller shall not, without the prior written consent of the
Purchaser Indemnitee, consent to the entry of any judgment against the
Purchaser Indemnitee or enter into any settlement or
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compromise which does not include, as an unconditional term thereof, the giving
by the claimant or plaintiff to the Purchaser Indemnitee of a release, in form
and substance satisfactory to the Purchaser Indemnitee, from all liability or
obligations in respect of such claim or litigation. If the Purchaser Indemnitee
desires to participate in, but not control, any such defense or settlement, it
may do so at its sole cost and expense through counsel of its choice. If, in
the reasonable opinion of the Purchaser Indemnitee, any such claim or demand or
the litigation or resolution of any such claim or demand involves an issue or
matter which could have a material adverse effect on the business, operations,
assets, properties, or prospects of the Purchaser Indemnitee, then the
Purchaser Indemnitee shall have the right to control the defense or settlement
of any such claim or demand and its reasonable costs and expenses shall be
included as part of the indemnification obligation of the Seller hereunder;
provided, however, that the Purchaser Indemnitee shall not settle any such
claim or demand without the prior written consent of the Seller, which consent
shall not be unreasonably delayed or withheld. If the Purchaser Indemnitee
should elect to exercise such right, the Seller shall have the right to
participate in, but not control, the defense or settlement of such claim or
demand at its sole cost and expense.
(c) (i) If the Seller elects not to defend the Purchaser Indemnitee
against such claim or demand, whether by not giving the Purchaser Indemnitee
timely notice as provided above or otherwise, then the amount of any such claim
or demand, or, if the same may be defended by the Seller or by the Purchaser
Indemnitee (but the Purchaser Indemnitee shall not have any obligation to
defend any such claim or demand), then that portion thereof as to which such
defense is unsuccessful, in each case shall be conclusively deemed to be a
liability of the Seller hereunder unless the Seller has disputed its liability
to the Purchaser Indemnitee as provided in subsection (a) above, in which case
such dispute shall be resolved as provided in Section 9.5.
(ii) In the event that a Purchaser Indemnitee should have a
claim or demand against the Seller that does not involve a claim or demand
being asserted or sought to be collected from it by a third party, the
Purchaser Indemnitee shall promptly send a Claim Notice with respect to such
claim to the Seller. If the Seller disputes its liability with respect to such
claim or demand, such dispute shall be resolved in accordance with Section 9.5;
if the Seller does not notify the Purchaser Indemnitee within the Notice Period
that it disputes such claim, the amount of such claim shall be conclusively
deemed a liability of the Seller hereunder.
(d) All claims for indemnification by a Seller Indemnitee hereunder
shall be asserted and resolved utilizing the procedures set forth above,
substituting in the appropriate place "Seller Indemnitee" for "Purchaser
Indemnitee" and variations thereof and "Purchaser" for "Seller."
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SECTION 9.4. PAYMENT. Upon the determination of the liability under
Section 9.1, 9.2, or 9.3, the appropriate party shall pay to the other, as the
case may be, within 10 days after such determination, the amount of any claim
for indemnification made hereunder. In the event that the indemnified party is
not paid in full for any such claim pursuant to the foregoing provisions
promptly after the other party's obligation to indemnify has been determined in
accordance herewith, it shall have the right, notwithstanding any other rights
that it may have against any other person or entity, to setoff the unpaid
amount of any such claim against any amounts owed by it under any of the
Operative Documents. Upon the payment in full of any claim, either by setoff or
otherwise, the entity making payment shall be subrogated to the rights of the
indemnified party against any person or entity with respect to the subject
matter of such claim.
SECTION 9.5. ARBITRATION.
(a) Subject to Sections 9.5(b) and 9.6, all disputes under this
Article IX shall be settled by arbitration in Atlanta, Georgia before a single
arbitrator pursuant to the rules of the American Arbitration Association (the
"Rules"). Arbitration may be commenced at any time by any party hereto giving
written notice to each other party to a dispute that such dispute has been
referred to arbitration under this Section 9.5. The arbitrator shall be
selected by the agreement of the Seller and the Purchaser, but if they do not
so agree within 20 days after the date of the notice referred to above, the
selection shall be made pursuant to the Rules from the panel of arbitrators
maintained by the Association. Any award rendered by the arbitrator shall be
conclusive and binding upon the parties hereto; provided, however, that any
such award shall be accompanied by a written opinion of the arbitrator giving
the reasons for the award. This provision shall be specifically enforceable by
the parties and the decision of the arbitrator in accordance herewith shall be
final and binding, and there shall be no right of appeal therefrom. Each party
shall pay its own expense of arbitration and the expenses of the arbitrator
shall be equally shared; provided, however, that if in the opinion of the
arbitrator any party to the arbitration has raised a frivolous claim, defense,
or objection, then the arbitrator may assess, as a part of his award, all or
any part of the arbitration expenses of the other party (including reasonable
attorneys' fees) against the party raising such frivolous claim, defense, or
objection.
(b) Subject to Section 10.11, to the extent that arbitration may not
be legally permitted hereunder or the parties to any dispute hereunder may not
at the time of such dispute mutually agree to submit such dispute to
arbitration, any party may commence a civil action in a court of appropriate
jurisdiction to resolve disputes hereunder. None of the provisions of this
Section 9.5 shall prevent the parties from settling any dispute by mutual
agreement at any time.
SECTION 9.6. OTHER RIGHTS AND REMEDIES NOT AFFECTED. The
indemnification rights of the parties hereunder are independent of and in
addition to such rights and remedies
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as the parties may have at law or in equity or otherwise for any
misrepresentation, breach of warranty, or failure to fulfill any agreement or
covenant hereunder on the part of any party hereto, including without
limitation the right to seek specific performance, rescission, or restitution,
none of which rights or remedies shall be affected or diminished hereby.
ARTICLE X
MISCELLANEOUS
SECTION 10.1. FURTHER ACTIONS. At any time and from time to time, each
party agrees, at its or his expense, to take such actions and to execute and
deliver such documents as may be reasonably necessary to effectuate the
purposes of this Agreement.
SECTION 10.2. AVAILABILITY OF EQUITABLE REMEDIES. Since a breach of
the provisions of this Agreement may not adequately be compensated by money
damages, any party shall be entitled, in addition to any other right or remedy
available to it, to an injunction restraining such breach or a threatened
breach and to specific performance of any such provision of this Agreement, and
in either case no bond or other security shall be required in connection
therewith, and the parties hereby consent to the issuance of such an injunction
and to the ordering of specific performance.
SECTION 10.3. SURVIVAL. The covenants, agreements, representations,
and warranties contained in or made pursuant to this Agreement shall survive
the First Closing and any delivery of any purchase price by the Purchaser,
irrespective of any investigation made by or on behalf of any party, as
follows:
(a) the representations and warranties of the Seller relating to
Taxes, ERISA, the Foreign Corrupt Practices Act, and environmental laws, rules
and regulations shall survive until the expiration of the applicable statute of
limitation;
(b) all other representations and warranties contained herein shall
survive the Closing when made for a period of two (2) calendar years after such
Closing; and
(c) all other provisions of the Operative Documents shall survive
until the expiration of the applicable statute of limitations.
SECTION 10.4. MODIFICATION. This Agreement and the Exhibits and
Schedules hereto and the other Operative Documents set forth the entire
understanding of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party
(except as otherwise provided in Section 10.5).
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SECTION 10.5. NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested (in which case it shall be deemed to
be given five days after mailing) or by Federal Express, Express Mail, or
similar overnight delivery or courier service (in which case it will be deemed
to be given upon actual receipt by the recipient) or delivered (in person or by
telecopy, telex, or similar telecommunications equipment) against receipt to
the party to whom it is to be given at the address of such party set forth
below (or to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 10.5):
If to the Purchaser:
Harbert Equity Fund I, L.L.C.
Xxx Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxxxx Xxxx
Fax: 000-000-0000
With a copy to:
Xxxxxxxxxx Xxxxxxxx LLP
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxxxx, Esq.
Fax: 000-000-0000
If to the Seller:
Crown NorthCorp, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Attn: Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Esq.
Fax: 000-000-0000
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With a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxx, Esq.
Fax: 000-000-0000
SECTION 10.6. WAIVER. Any waiver by any party of a breach of any term
of this Agreement shall not operate as or be construed to be a waiver of any
other breach of that term or of any breach of any other term of this Agreement.
The failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions will not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing.
SECTION 10.7. BINDING EFFECT. The provisions of this Agreement shall
be binding upon and inure to the benefit of the Seller, the Purchaser, and
their respective successors and assigns, and shall inure to the benefit of each
Purchaser Indemnitee, Seller Indemnitee, and their respective successors and
assigns (if not a natural person) and his assigns, heirs, and personal
representatives (if a natural person).
SECTION 10.8. NO THIRD PARTY BENEFICIARIES. This Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement (except as provided in Section 10.7).
SECTION 10.9. SEPARABILITY. If any provision of this Agreement is
invalid, illegal, or unenforceable, the balance of this Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
SECTION 10.10. HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
SECTION 10.11. COUNTERPARTS; GOVERNING LAW. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. It shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to conflict of laws. Except as
contemplated by Section 9.5(a), any action, suit, or proceeding arising out of,
based on, or in connection with this Agreement or the transactions contemplated
hereby may be brought only in a United States District Court located in the
State of Georgia
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and each party covenants and agrees not to assert, by way of motion, as a
defense, or otherwise, in any such action, suit, or proceeding, any claim that
it is not subject personally to the jurisdiction of such court, that its
property is exempt or immune from attachment or execution, that the action,
suit, or proceeding is brought in an inconvenient forum, that the venue of the
action, suit, or proceeding is improper, or that this Agreement or the subject
matter hereof may not be enforced in or by such court.
SECTION 10.12. ASSIGNMENTS. This Agreement may be assigned by
operation of law without the consent of any party hereto. This Agreement may
not otherwise be assigned by any party hereto without the prior written consent
of the other party hereto, which consent shall not be unreasonably delayed or
withheld.
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IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.
XXXXXXX EQUITY FUND I, L.L.C.
BY: XXXXXXX MANAGEMENT CORPORATION,
MANAGER
[SEAL]
By: /s/
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President & CFO
CROWN NORTHCORP, INC.
[SEAL]
By: /s/
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
-42-
47
EXHIBIT A
SELLER'S OFFICER'S CERTIFICATE - FIRST CLOSING
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in that certain Stock Purchase Agreement,
dated as of February __, 1997, between and among Xxxxxxx Equity Fund I, L.L.C.
and Crown NorthCorp, Inc. (the "Stock Purchase Agreement").
The undersigned, being the Chairman of the Board and Chief Executive
Officer of CROWN NORTHCORP, INC., a Delaware corporation (the "Seller"), DOES
HEREBY CERTIFY, in the name and on behalf of the Company, as follows:
1. All representations and warranties of the Seller contained in Section 4.1 of
the Stock Purchase Agreement are true and correct as of the date hereof.
2. As of the date hereof, the Seller has performed and complied with all
covenants and agreements, and satisfied all conditions required to be performed
and complied with, by the Seller at or before the date hereof by the Stock
Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has set his hand hereunto, in the
name and on behalf of the Company, as of March __, 1997.
CROWN NORTHCORP, INC.
By:
--------------------------------
Xxxxxx X. Xxxxx
Chairman of the Board and
Chief Executive Officer
48
EXHIBIT B
OPINION OF SELLER'S COUNSEL
49
POWELL, GOLDSTEIN, XXXXXX & XXXXXX LLP
ATTORNEYS AT LAW
Sixteenth Floor xxx.xxxx.xxx Xxxxx Xxxxx
000 Xxxxxxxxx Xxxxxx, X.X. PLEASE RESPOND: Atlanta Address 0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000 Xxxxxxxxxx, X.X. 00000
000 000-0000 000 000 0000
Facsimile 000 000-0000 Facsimile 000 000-0000
March 7, 1997
Harbert Equity Fund I, L.L.C.
Ones Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We have acted as counsel to Crown NorthCorp, Inc., a Delaware
Corporation (the "Company"), in connection with the negotiation, execution, and
delivery of that certain Stock Purchase Agreement, dated as of the date hereof,
between and among the Company and Xxxxxxx Equity Fund I, L.L.C. (the "Stock
Purchase Agreement"). This opinion is being furnished to you pursuant to
Section 1.3(b) of the Purchase Agreement.
This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar of
Georgia, which Interpretive Standards are attached hereto as Exhibit A and are
incorporated in this opinion letter by reference. Capitalized terms used in
this opinion letter and not otherwise defined herein shall have the meanings
ascribed to such terms in the Interpretive Standards and in the Stock Purchase
Agreement, as applicable.
In rendering the opinions hereinafter expressed, we have examined
originals, or documents certified or otherwise identified to our satisfaction,
of the following documents:
(i) the Stock Purchase Agreement, and all exhibits and schedules
thereto;
(ii) the Escrow Agreement, dated as of even date herewith, between the
Company, the Purchaser, and AmSouth Bank of Alabama (the "Escrow Agreement");
(iii) the Registration Rights Agreement, dated as of even date
herewith, between and among the Company and the Purchaser (the "Registration
Rights Agreement"; the Stock Purchase Agreement, the Escrow Agreement, and the
Registration Rights Agreement are referred to herein as the "Operative
Documents");
(iv) a stock certificate representing the First Closing Shares in the
name of the Purchaser;
50
POWELL, GOLDSTEIN, XXXXXX & XXXXXX LLP
Xxxxxxx Equity Fund I, L.L.C.
March 7, 1997
Page 2
(v) a copy of the Restated Certificate of Incorporation of the
Company, and of all amendments thereto, each certified by the Secretary of
State of the State of Delaware on February 28, 1997 (the "Certified Charter");
(vi) a copy of the By-Laws of the Company, certified by the Secretary
of the Company as being in effect at all times since March 1, 1997;
(vii) A good standing certificate with respect to the Company, issued
by the Secretary of State of the State of Delaware on February 28, 1997 (the
"Delaware Good Standing Certificate");
(viii) A good standing certificate with respect to the Company, issued
by the Secretary of State of the State of Ohio on March 3, 1997 (the "Ohio Good
Standing Certificate "; the Delaware Good Standing Certificate and the Ohio
Good Standing Certificate are collectively referred to herein as the "Good
Standing Certificates");
(ix) Unanimous written consents, each dated March 6, 1997, executed by
each of the incumbent directors of the Company; and
(x) The opinion, dated the date hereof, of Delta Financial Group, Inc.
as to the fairness, from a financial point of view, of the transactions
contemplated by the Operative Documents to the Company and its stockholders.
In addition, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records of the
Company and such certificates of officers of the Company, and have made such
investigations of law, as we have deemed necessary or advisable as a basis for
the opinions hereinafter expressed. In rendering this opinion, we have assumed
the genuineness of all signatures (other than the signatures of the Company),
the authenticity of all documents submitted to us as original documents, the
conformity to original documents of all documents submitted to us as certified,
conformed, or photostatic copies, and the authenticity of the originals of such
documents. With respect to documents executed by parties other than the
Company, we have also assumed the due authorization, execution, and delivery of
each of such documents by each of the parties thereto other than the Company
and that those parties had the power, capacity, and authority to enter into,
execute, deliver, and perform their respective obligations under such
documents.
We have also assumed, with your permission, that the Company has been
duly incorporated in the State of Delaware. As to certain facts material to
this opinion, we have relied without independent investigation upon the
representations and warranties made by the Purchaser and the Company contained
in the Operative Documents and upon a certificate of the Secretary Of the
Company. The opinion expressed in paragraph 1 below is based solely upon our
review of
51
XXXXXX XXXXXXXXX, XXXXXX & XXXXXX LLP
Xxxxxxx Equity Fund I, L.L.C.
March 7, 1997
Page 3
the Good Standing Certificates, and we have not made any independent inquiry as
to whether the Company has paid its license, occupational, or franchise taxes
when due.
The opinions set forth below are limited to the laws of the State of
Georgia, the General Corporation Law of the State of Delaware, and the federal
laws of the United States of America other than the federal securities laws,
rules, and regulations. We are not members of the bar of the State of Delaware,
and express no opinion herein with respect to any other laws of the State of
Delaware. We also express no opinion herein with respect to any state
securities laws. With your permission and notwithstanding that the Operative
Documents provide that they are to be governed by the laws of the State of
Delaware, we have assumed that the internal laws of the State of Georgia will
govern each of the Operative Documents and that its provisions will be
construed, interpreted, and enforced in accordance with the internal laws of
the State of Georgia.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
2. The Company has the corporate power and authority to execute and
deliver each of the Operative Documents, and to perform its respective
obligations thereunder.
3. The Company has duly authorized its execution and delivery of each
Operative Document and the performance of its respective obligations
thereunder.
4. The Company has duly executed and delivered each of the Operative
Documents, and such Operative Documents constitute the legal, valid, and
binding obligation of the Company, enforceable against the Company in
accordance with their respective terms.
The opinion set forth in paragraph 4 above is subject to the further
qualification that we express no opinion herein with respect to the
enforceability or effect of provisions of the Operative Documents requiring
future negotiations or agreements of the parties.
This opinion is provided to you for your exclusive use solely in
connection with the transactions contemplated by the Operative Documents, and
may not be relied upon by any other person for any other purpose without our
prior written consent. This opinion is given as of the date hereof. We
specifically disclaim any responsibility to update or supplement this opinion
to reflect any event or state of facts which may hereafter come to our
attention or any changes in statutes or regulations or any court decision which
may hereafter occur.
Very truly yours,
/s/
---------------------------------------
Powell, Goldstein, Xxxxxx & Xxxxxx, LLP
52
EXHIBIT C
PURCHASER'S OFFICER'S CERTIFICATE - FIRST CLOSING
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in that certain Stock Purchase Agreement,
dated as of March __, 1997, between and among Xxxxxxx Equity Fund I, L.L.P. and
Crown NorthCorp, Inc. (the "Stock Purchase Agreement").
The undersigned, being the ____________ of XXXXXXX MANAGEMENT
CORPORATION, an Alabama corporation that is the Manager of XXXXXXX EQUITY FUND
I, L.L.C., a Georgia limited liability company (the "Purchaser"), DOES HEREBY
CERTIFY, in the name and on behalf of the Purchaser, as follows:
1. As of the date hereof, all representations and warranties of the Purchaser
contained in Article V of the Stock Purchase Agreement are true and correct
with respect to the First Closing and the First Closing Shares as of the date
hereof.
2. As of the date hereof, the Purchaser has performed and complied with all
covenants and agreements, and satisfied all conditions required to be performed
and complied with, by the Purchaser at or before the date hereof by the Stock
Purchase Agreement.
3. The Purchaser is an "accredited investor," as defined in Rule 501(a) under
the Securities Act, because it is an entity in which all of the owners are
"accredited investors."
4. The Purchaser is purchasing the First Closing Shares for its own account,
for investment purposes only, and without a view toward the resale or
distribution thereof.
5. The Purchaser's chief executive office and principal place of business is
located in the State of Alabama.
6. The Seller has made available to the Purchaser a reasonable time before the
First Closing the opportunity to ask questions of and receive answers
concerning the Seller and the terms and conditions of the transaction to be
consummated at the First Closing.
53
IN WITNESS WHEREOF, the undersigned has set his hand hereunto, in the
name and on behalf of the Company, as of March __, 1997.
XXXXXXX EQUITY FUND I, L.L.C.
BY: XXXXXXX MANAGEMENT CORPORATION,
MANAGER
By:
----------------------------------
Name:
Title:
-2-
54
EXHIBIT D
OPINION OF PURCHASER'S COUNSEL
55
ATTORNEYS AT LAW
XXXXXXXXXX XXXXXXXX LLP Suite 2800
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Telephone: 000.000.0000
Facsimile: 404.815.6555
E-MAIL: XXXXXXXXX@XXXXXXXX.XXX
March 7, 1997 Direct Dial: 000.000.0000
Crown NorthCorp, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Gentlemen:
We have acted as counsel for Xxxxxxx Equity Fund I, L.L.C., a Georgia
limited liability company ("Purchaser"), and Xxxxxxx Management Corporation, an
Alabama corporation ("Manager"), in connection with the purchase of certain
shares of the Common Stock of Crown NorthCorp, Inc., a Delaware corporation
("Seller"), and certain related transactions, pursuant to: (i) that certain
Stock Purchase Agreement (the "Purchase Agreement"), between and among
Purchaser and Seller; (ii) that certain Escrow Agreement (the "Escrow
Agreement"), between and among Purchaser, Seller and AmSouth Bank of Alabama,
as "Escrow Agent"; (iii) that certain Registration Rights Agreement (the
"Rights Agreement"), between and among Purchaser and Seller; and (iv) that
certain Voting Agreement (the "Voting Agreement"), between and among Purchaser,
Xxxxxx X. Xxxxx and Xxxxxx Holding Company, Ltd., an Ohio limited liability
company (the Purchase Agreement, the Escrow Agreement, the Rights Agreement and
the Voting Agreement, collectively, the "Transaction Documents"). Each of the
Transaction Documents is dated as of March 7, 1997.
This opinion is given pursuant to Section 1.4(b) of the Purchase
Agreement. Capitalized terms used herein have the same meanings assigned to
them in the Purchase Agreement unless otherwise defined herein.
The opinions expressed in this letter are limited by, and expressed in
accordance with, the January 1, 1992 edition of the Interpretive Standards
applicable to Legal Opinions to Third Parties in Corporate Transactions adopted
by the Legal Opinion Committee of the Corporate and Banking Section of the
State Bar of Georgia, which Interpretive Standards are incorporated herein by
reference.
In connection with our opinions herein, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of each of the
Transaction Documents and the exhibits and schedules thereto, certain corporate
records of Purchaser and Manager, agreements and other
ATLANTA . AUGUSTA . BRUSSELS . CHARLOTTE . LONDON . RALEIGH
WASHINGTON . XXXXXXX-XXXXX
00
XXXXXXXXXX XXXXXXXX XXX
Crown NorthCorp, Inc.
March 7, 1997
instruments, certificates of officers of Purchaser and Manager, certificates of
public officials, and other documents which we have deemed necessary as a basis
for the opinions hereinafter expressed, including the opinion, of even date
herewith, of Xxxxxxxx X. Xxxxx, Esq., Vice President and General Counsel of
Manager and attached hereto as Exhibit "A" (the "Alabama Opinion"). In
rendering this opinion, we have assumed the genuineness of signatures (other
than those on behalf of Purchaser or Manager), the conformity to original
documents of all documents submitted to us as photostatic or certified copies
and the authenticity of the originals of such latter documents and, regarding
documents executed by parties other than Purchaser or Manager, that those
parties had the power, capacity and authority to enter into, execute, deliver
and perform all obligations under such documents, and the due authorization by
all requisite action with respect to the execution, delivery and performance of
such documents (other than by Purchaser or Manager). Whenever this opinion
refers to matters within our "knowledge," "known to us" or which we "know,"
such reference is limited to facts within our actual knowledge after an inquiry
of the attorneys and the legal assistants of this firm who have provided legal
services to Purchaser or Manager within the past two years. We have made no
other inquiry or investigation as to factual matters. As to certain facts
material to this opinion, we have relied without independent investigation upon
representations made by Purchaser contained in the Transaction Documents.
The opinions set forth below are limited to the laws of the State of
Georgia, and the federal laws of the United States of America. We are not
members of the state bar of Delaware, and we are not experts on the laws of
such state. With your permission and notwithstanding that the Transactions
Documents provide that they are to be governed by the internal laws of the
State of Delaware, we have assumed that the internal laws of the State of
Georgia will govern each of the Transaction Documents and that its provisions
will be construed, interpreted and enforced in accordance with the internal
laws of the State of Georgia.
Based upon the foregoing, we are of the opinion that:
1. Purchaser is a limited liability company duly organized and validly
existing under the laws of the State of Georgia. Our opinion in this paragraph
is based solely upon a Certificate of Existence with respect to Purchaser,
issued by the Secretary of State of Georgia on March 6, 1997, a copy of which
is attached hereto as Exhibit B, and we have not made any independent inquiry
as to whether Purchaser has paid its license, occupational or franchise taxes
or annual fees when due.
2. Purchaser has the power as a limited liability company to execute
and deliver each of the Transaction Documents to which it is a party, and to
perform all of its respective obligations thereunder.
57
XXXXXXXXXX XXXXXXXX LLP
Crown NorthCorp, Inc.
March 7, 1997
3. Purchaser has duly authorized the execution and delivery of each
Transaction Document to which it is a party and all performance of its
respective obligations thereunder. Manager has duly authorized the execution
and delivery of the Transaction Documents in Manager's capacity as sole manager
of Purchaser. Our opinion in the immediately preceding sentence is based solely
on the Alabama Opinion, upon which we have relied without further inquiry or
investigation.
4. Purchaser (acting through Manager) has duly and validly executed
and delivered each of the Transaction Documents to which it is a party, and,
subject to the following sentence, such Transaction Documents constitute the
valid and legally binding obligations of Purchaser and, if Purchaser were now
to perform all of its obligations under the Transaction Documents (regardless
of the time for performance specified in the Transaction Documents), are
enforceable against Purchaser in accordance with their respective terms.
Notwithstanding the foregoing, we express no opinion herein with respect to the
possible effect or unenforceability of provisions requiring future negotiations
or agreement of the parties.
5. Based upon the limitations and qualifications set forth above, we
confirm to you that Purchaser is registered as a foreign limited liability
company in the state of Alabama. The foregoing statement is based solely upon a
certificate provided by the Secretary of State of Alabama with respect to
Purchaser, dated March 6, 1997, a copy of which is attached hereto as Exhibit
C, and is limited to the meaning ascribed to such certificates by the
applicable state agency.
This opinion is provided to you for your exclusive use solely in
connection with the transactions contemplated by the Transaction Documents, and
may not be relied upon by any other person or for any other purpose without our
prior written consent.
[Remainder of Page Intentionally Blank]
58
XXXXXXXXXX XXXXXXXX LLP
Crown NorthCorp, Inc.
March 7, 1997
This opinion is given as of the date hereof. We specifically disclaim
any responsibility to update or supplement this opinion to reflect any event or
state of facts which may hereafter come to our attention or any changes in
statutes or regulations or any court decision which may hereafter occur.
Very truly yours,
XXXXXXXXXX XXXXXXXX LLP
By: /s/
---------------------------
Xxxx X. Xxxxxxxx, a Partner
59
EXHIBIT E
ESCROW AGREEMENT
-2-
60
ESCROW AGREEMENT
THIS AGREEMENT is made as of the 7th day of March 1997, by and among
XXXXXXX EQUITY FUND I, L.L.C., a Georgia limited liability company
("PURCHASER"), AMSOUTH BANK OF ALABAMA, an Alabama banking corporation ("ESCROW
AGENT"), and CROWN NORTHCORP, INC., a Delaware Corporation ("SELLER").
W I T N E S S E T H:
WHEREAS, Purchaser and Seller have entered into that certain Stock
Purchase Agreement of even date herewith providing for the purchase by
Purchaser of certain shares of common stock of Seller and other related
transactions (the "PURCHASE AGREEMENT"); and
WHEREAS, SECTION 2.1 of the Purchase Agreement requires that this
Escrow Agreement be executed and delivered by Purchaser, Seller and Escrow
Agent in order to facilitate the consummation of certain Third-Party
Acquisitions; and
WHEREAS, Seller and Purchaser desire Escrow Agent to invest, manage
and disburse the funds deposited with it as provided herein;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. APPOINTMENT OF ESCROW AGENT. The parties hereby appoint and
designate Escrow Agent as the "Escrow Agent" for purposes of the Purchase
Agreement and for the purposes set forth herein, and Escrow Agent hereby
accepts such appointment.
2. DEPOSITS OF ESCROW FUND. From time to time, Purchaser may deposit
funds with Escrow Agent in accordance with Section 2.1(a) of the Purchase
Agreement (the aggregate funds so deposited and held by Escrow Agent from time
to time being referred to herein as the "Escrow Fund"). Escrow Agent agrees to
hold and distribute the Escrow Fund as provided herein.
3. INVESTMENT OF THE ESCROW FUND. Escrow Agent shall manage the Escrow
Fund under the terms of this Agreement and shall from time to time invest and
reinvest the funds held in the Escrow Fund, as and when instructed by Purchaser
in writing, in any one or more of the following:
(a) obligations of the United States of America;
(b) general obligations of any State of the United States of
America;
(c) general obligations of any political subdivision of a State of
the United
61
States of America, if such obligations are rated by at least
two recognized rating services as at least "AA";
(d) certificates of deposit of Escrow Agent and any national bank
or banks insured by the Federal Deposit Insurance Corporation
with a net worth in excess of $100,000,000;
(e) obligations of state or municipal public housing authorities
chartered by the United States of America and guaranteed by the
United States of America;
(f) demand interest bearing accounts of Escrow Agent; and
(g) money market funds of Escrow Agent which invest in any of the
preceding (a) through (f).
If no instructions are received from Purchaser as provided above, Escrow Agent
shall invest the Escrow Fund in money market funds of the type described in the
preceding CLAUSE (g). Subject to PARAGRAPH 6 below, any and all income and
interest realized from the investments of the Escrow Fund made by Escrow Agent
pursuant hereto shall be added to and become part of the Escrow Fund.
4. RELEASES FROM ESCROW FUND.
(a) Upon receipt by Escrow Agent of a written certificate expressly
issued by Seller in accordance with SECTION 2.1(b) of the Purchase Agreement
(and executed by an authorized officer of Seller), Escrow Agent shall release
and pay to Seller the portion of the Escrow Fund specified therein on the date
and in the manner specified therein. Simultaneously with the delivery of such
certificate to Escrow Agent by Seller, Seller shall deliver a copy of such
certificate to Purchaser.
(b) Upon receipt by Escrow Agent of a written certificate expressly
issued by Purchaser in accordance with SECTION 2.1(c) or SECTION 2.5(c) of the
Purchase Agreement (and executed by an authorized officer of the Manager of
Purchaser), Escrow Agent shall release and pay to Purchaser any and all amounts
(if any) then remaining in the Escrow Fund, or such lesser portion of the
Escrow Fund specified in such certificate, including all accrued interest
applicable thereto, on the date and manner specified therein. Simultaneously
with the delivery of such certificate to Escrow Agent by Purchaser, Purchaser
shall deliver a copy of such certificate to Seller.
(c) Each certificate issued to Escrow Agent by Seller or Purchaser
under this PARAGRAPH 4 shall contain an express representation to the effect
that Seller or Purchaser (as applicable) has the right to issue such
certificate under the terms of the Purchase Agreement.
- 2 -
62
5. ESCROW AGENT.
(a) Escrow Agent shall not be liable to any Person (as defined below)
for any damages, losses, or expenses incurred as a result of any act or
omission of Escrow Agent, unless such damages, losses, or expenses are caused
by Escrow Agent's willful misconduct or gross negligence. Without limiting the
foregoing, Escrow Agent shall not incur any such liability with respect to (i)
any action taken or omitted in good faith upon the advice of counsel for Escrow
Agent given with respect to any question relating to the duties and
responsibilities of Escrow Agent under this Agreement, or (ii) any action taken
or omitted in reliance upon any instrument, including any certificate, written
notice or instruction provided for herein, not only as to its due execution by
an authorized person and as to the validity and effectiveness of such
instrument, but also as to the truth and accuracy of any information contained
therein that Escrow Agent shall in good faith believe to be genuine, to have
been signed by a proper person or persons and to conform to the provisions of
this Agreement. For purposes of this Agreement, "Person" means any individual,
partnership, joint venture, corporation, limited liability company, trust,
unincorporated organization, joint-stock company, bank, association or other
entity.
(b) In the event of a dispute between or among any of the parties
hereto sufficient in the discretion of Escrow Agent to justify its doing so,
Escrow Agent shall be entitled to tender the Escrow Fund into the registry or
custody of the United States District Court for the Northern District of
Georgia, Atlanta Division, to initiate such legal proceedings as it deems
appropriate, and thereupon to be discharged from all further duties and
liabilities under this Agreement. Any such legal action may be brought in any
such court as Escrow Agent shall determine to have jurisdiction over the Escrow
Fund. The filing of any such legal proceedings shall not deprive Escrow Agent
of its compensation hereunder earned prior to such actions.
(c) If all or any part of the Escrow Fund is attached, garnished or
levied upon, or the delivery thereof shall be stayed or enjoined by the order
of a court of competent jurisdiction, or any other order, judgment or decree
affecting the Escrow Fund is made or entered by a court of competent
jurisdiction, Escrow Agent is hereby expressly authorized to obey and comply
with all final writs, orders, judgments or decrees so entered or issued by any
such court, and if Escrow Agent obeys or complies with any such writ, order,
judgment or decree, it shall not be liable to any of the parties hereto or to
any other person by reason of such compliance.
(d) If at any time any attempt should be made to modify this Agreement
in a manner that would increase the duties and responsibilities of Escrow
Agent, or in any manner that Escrow Agent shall reasonably deem undesirable, or
at any other time, Escrow Agent may resign by notifying the other parties
hereto. From the date upon which such notice is received by Purchaser and
Seller until the earlier of (i) the acceptance by a successor escrow agent as
shall be appointed (A) by mutual agreement of such parties, or (B) in the event
the parties are unable to agree within 20 days following their receipt of such
notice, by the senior active Judge of the United States District Court for the
Northern District of Georgia, Atlanta Division, upon application by either
Purchaser or Seller, or (ii) 60 days following the date upon which notice was
mailed, Escrow
- 3 -
63
Agent's sole obligation hereunder shall be to perform its duties hereunder in
accordance with the terms of this Agreement prior to any attempted modification
hereof.
6. ESCROW AGENT'S FEES. The total fee payable to Escrow Agent for its
services and obligations hereunder shall be $1,000.00, and shall be paid to
Escrow Agent in equal proportions by Seller and Purchaser. Escrow Agent agrees
that no fee shall be due and payable hereunder unless and until the Escrow Fund
has been deposited by Purchaser as provided in PARAGRAPH 2.
7. NOTICES.
(a) All notices, demands, certificates or other communications
required or permitted to be given or made hereunder shall be in writing and
delivered personally or sent by pre-paid, first class, certified or registered
mail, return receipt requested, or by facsimile transmission to the intended
recipient thereof at its address, or facsimile number set out below. Any such
notice, demand or communication shall be deemed to have been duly given
immediately (if given or made by personal delivery or confirmed facsimile), or
three days after mailing (if given or made by letter addressed to a location
within the country in which it is posted) or seven days after mailing (if made
or given by letter addressed to a location outside the country in which it is
posted), and in proving same it shall be sufficient to show that the envelope
containing the same was duly addressed, stamped and posted, or that receipt of
a facsimile or hand delivery was confirmed by the recipient. The addresses and
facsimile numbers of the parties for purposes of this Agreement are:
i) If to Purchaser: Harbert Equity Fund I, L.L.C.
Xxx Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xx. Xxxxxxx Xxxx
With a copy to: Xxxxxxxxxx Xxxxxxxx LLP
Suite 2800
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Facsimile No. (000) 000-0000
Attention: Xxxx X. Xxxxxxxx, Esq.
ii) If to Seller: Crown NorthCorp, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Facsimile No. (000) 000-0000
Attention: Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Esq.
- 4 -
64
With a copy to: Powell, Goldstein, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxxx X. Xxxxx, Esq.
iii) If to Escrow Agent: AmSouth Bank of Alabama
0000 0xx Xxx. Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xx. Xxxxx Xxxxxxx
(b) Any party may change the address to which notices, requests,
demands or other communications to such parties shall be delivered or mailed by
giving notice thereof to the other parties hereto in the manner provided
herein.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, executors, administrators, beneficiaries, transferees,
successors and assigns.
9. AMENDMENTS. This Agreement may be amended at any time or from time
to time in a writing executed by the party to be charged.
10. EFFECT ON AGREEMENT. The provisions of this Agreement are not
amended to alter, modify, negate or replace any provisions of the Purchase
Agreement that may be in conflict with the provisions hereof.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
12. GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Georgia, without regard to principles of conflicts of laws.
13. PARTIAL INVALIDITY AND SEVERABILITY. All rights and restrictions
contained herein may be exercised and shall be applicable and binding only to
the extent that they do not violate any applicable laws and are intended to be
limited to the extent necessary to render this Agreement legal, valid and
enforceable. If any term of this Agreement, or part thereof, not essential to
the commercial purpose of this Agreement shall be held to be illegal, invalid
or unenforceable by a court of competent jurisdiction, it is the intention of
the parties that the remaining terms hereof, or part thereof, shall constitute
their agreement with respect to the subject matter hereof and all
- 5 -
65
such remaining terms, or parts thereof, shall remain in full force and effect.
To the extent legally permissible, any illegal, invalid or unenforceable
provision of this Agreement shall be replaced by a valid provision which will
implement the commercial purpose of the illegal, invalid or unenforceable
provision.
14. WAIVER. Any term or condition of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, but only if
such waiver is evidenced by a writing signed by such party. No failure on the
part of any party hereto to exercise, and no delay in exercising any right,
power or remedy created hereunder, shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or remedy by any such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. No waiver by any party hereto to any breach of or
default in any term or condition of this Agreement shall constitute a waiver of
or assent to any succeeding breach of or default in the same or any other term
or condition hereof.
15. HEADINGS. The headings of particular provisions of this Agreement
are inserted for convenience only and shall not be construed as a part of this
Agreement or serve as a limitation or expansion on the scope of any term or
provision of this Agreement.
16. NUMBER AND GENDER. Where the context requires, the use of the
singular form herein shall include the plural, the use of the plural shall
include the singular, and the use of any gender shall include any and all
genders.
17. TIME OF PERFORMANCE. Time is of the essence.
18. ENTIRE AGREEMENT. This Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof,
and this Agreement contains the sole and entire agreement among the parties
with respect to the matters covered hereby.
[Signatures on following page]
- 6 -
66
IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement as of the date first hereinabove set forth.
PURCHASER:
HARBERT EQUITY FUND I, L.L.C.
By Xxxxxxx Management Corporation, its Manager
By: /s/
------------------------------
Xxxxx X. Xxxxxxxx
Vice President
(CORPORATE SEAL)
ESCROW AGENT:
AMSOUTH BANK OF ALABAMA
By: /s/
------------------------------
Name: Xxxxx Xxxxxxx
Title: Corporate Trust Officer
(CORPORATE SEAL)
SELLER:
CROWN NORTHCORP, INC.
By: /s/
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Secretary
(CORPORATE SEAL)
- 7 -
67
EXHIBIT F
ACQUISITION CRITERIA
68
EXHIBIT F
1. Nature of Revenue: Recurrent fee income from servicing, management, or
other agreed sources.
2. Term: Sufficient to repay capital invested plus any related
leverage.
3. Return: Aggregate of $2.5 million per year in pre-tax cash flow
after expenses.
69
EXHIBIT G
SELLER'S OFFICER'S CERTIFICATE - SECOND CLOSING
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in that certain Stock Purchase Agreement,
dated as of February __, 1997, between and among Xxxxxxx Equity Fund I, L.L.C.
and Crown NorthCorp, Inc. (the "Stock Purchase Agreement").
The undersigned, being the _________________________ of CROWN
NORTHCORP, INC., a Delaware corporation (the "Seller"), DOES HEREBY CERTIFY, in
the name and on behalf of the Company, as follows:
1. All representations and warranties of the Seller contained in Section 4.1 of
the Stock Purchase Agreement, as qualified and revised by the attached Seller
Disclosure Schedule, are true and correct as of the date hereof.
2. As of the date hereof, the Seller has performed and complied with all
covenants and agreements, and satisfied all conditions required to be performed
and complied with, by the Seller at or before the date hereof by the Stock
Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has set his hand hereunto, in the
name and on behalf of the Company, as of _____________ __, 199_.
CROWN NORTHCORP, INC.
By:_____________________________
Name:
Title:
70
EXHIBIT H
PURCHASER'S OFFICER'S CERTIFICATE - SECOND CLOSING
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in that certain Stock Purchase Agreement,
dated as of February __, 1997, between and among Xxxxxxx Equity Fund I, L.L.C.
and Crown NorthCorp, Inc. (the "Stock Purchase Agreement").
The undersigned, being the ____________ of XXXXXXX MANAGEMENT
CORPORATION, an Alabama corporation that is the Manager of HARBERT EQUITY FUND
I, L.L.C., a Georgia limited liability company (the "Purchaser"), DOES HEREBY
CERTIFY, in the name and on behalf of the Purchaser, as follows:
1. As of the date hereof, all representations and warranties of the Purchaser
contained in Article V of the Stock Purchase Agreement, as qualified and
revised by the attached Purchaser Disclosure Schedule, are true and correct
with respect to the related Second Closing and the related Second Closing
Shares as of the date hereof.
2. As of the date hereof, the Purchaser has performed and complied with all
covenants and agreements, and satisfied all conditions required to be performed
and complied with, by the Purchaser at or before the date hereof by the Stock
Purchase Agreement.
3. The Purchaser is an "accredited investor," as defined in Rule 501(a) under
the Securities Act, because it is an entity in which all of the owners are
"accredited investors."
4. The Purchaser is purchasing the Second Closing Shares for its own account,
for investment purposes only, and without a view toward the resale or
distribution thereof.
5. The Purchaser's chief executive office and principal place of business is
located in the State of Alabama.
6. The Seller has made available to the Purchaser a reasonable time before the
First Closing the opportunity to ask questions of and receive answers
concerning the Seller and the terms and conditions of the transaction to be
consummated at the related Second Closing.
71
IN WITNESS WHEREOF, the undersigned has set his hand hereunto, in the
name and on behalf of the Company, as of _____________ __, 199_.
XXXXXXX EQUITY FUND I, L.L.C.
BY: XXXXXXX MANAGEMENT CORPORATION,
MANAGER
By:
----------------------------------
Name:
Title:
72
EXHIBIT I
FUND CRITERIA
73
EXHIBIT I
FUND CRITERIA
o Affiliates of Xxxxxxx Management Corporation and Crown NorthCorp would
form an investment advisory company under a mutually acceptable entity
operating under Xxxxxxx Management Corporation's registered investment
advisor and broker/dealer licenses. The appropriate Xxxxxxx affiliate
would receive income through an investment advisory contract. The advisor
would source, evaluate and manage a portfolio of "B" piece commercial
mortgage backed securities ("CMBS"). Crown NorthCorp would serve as
servicer of the portfolio.
o A limited partnership would be formed for the purpose of investing in
tranches of CMBS rated BB to unrated. Xxxxxxx and Crown would solicit
subscriptions to a call fund, which is anticipated to be a $50-100
million fund. The fund is anticipated to be marketed primarily to
non-taxable pension fund investor.
o The call fund would be available for investment in CMBS at the discretion
of the advisor within certain agreed investment parameters. It is
anticipated that the fund would be open for approximately two years and
then have a remaining life of approximately five to seven years.
x Xxxxxxx'x affiliate and Crown would enter into appropriate management and
servicing contract, respectively, with the limited partnership. Fees and
incentive compensation would be at standard industry rates.
74
EXHIBIT J
SELLER'S OFFICER'S CERTIFICATE - THIRD CLOSING
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in that certain Stock Purchase Agreement,
dated as of February __, 1997, between and among Xxxxxxx Equity Fund I, L.L.C.
and Crown NorthCorp, Inc. (the "Stock Purchase Agreement").
The undersigned, being the _________________________ of CROWN
NORTHCORP, INC., a Delaware corporation (the "Seller"), DOES HEREBY CERTIFY, in
the name and on behalf of the Company, as follows:
1. All representations and warranties of the Seller contained in Section 4.1 of
the Stock Purchase Agreement, as qualified and revised by the attached Seller
Disclosure Schedule, are true and correct as of the date hereof.
2. As of the date hereof, the Seller has performed and complied with all
covenants and agreements, and satisfied all conditions required to be performed
and complied with, by the Seller at or before the date hereof by the Stock
Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has set his hand hereunto, in the
name and on behalf of the Company, as of _____________ __, 199_.
CROWN NORTHCORP, INC.
By:
------------------------------
Name:
Title:
75
EXHIBIT K
PURCHASER'S OFFICER'S CERTIFICATE - THIRD CLOSING
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in that certain Stock Purchase Agreement,
dated as of February __, 1997, between and among Xxxxxxx Equity Fund I, L.L.C.
and Crown NorthCorp, Inc. (the "Stock Purchase Agreement").
The undersigned, being the ____________ of XXXXXXX MANAGEMENT
CORPORATION, an Alabama corporation that is the Manager of HARBERT EQUITY FUND
I, L.L.C., a Georgia limited liability company (the "Purchaser"), DOES HEREBY
CERTIFY, in the name and on behalf of the Purchaser, as follows:
1. As of the date hereof, all representations and warranties of the Purchaser
contained in Article V of the Stock Purchase Agreement, as qualified and
revised by the attached Purchaser Disclosure Schedule, are true and correct
with respect to the Third Closing and the Third Closing Shares as of the date
hereof.
2. As of the date hereof, the Purchaser has performed and complied with all
covenants and agreements, and satisfied all conditions required to be performed
and complied with, by the Purchaser at or before the date hereof by the Stock
Purchase Agreement.
3. The Purchaser is an "accredited investor," as defined in Rule 501(a) under
the Securities Act, because it is an entity in which all of the owners are
"accredited investors."
4. The Purchaser is purchasing the Third Closing Shares for its own account,
for investment purposes only, and without a view toward the resale or
distribution thereof.
5. The Purchaser's chief executive office and principal place of business is
located in the State of Alabama.
6. The Seller has made available to the Purchaser a reasonable time before the
Third Closing the opportunity to ask questions of and receive answers
concerning the Seller and the terms and conditions of the transaction to be
consummated at the Third Closing.
76
IN WITNESS WHEREOF, the undersigned has set his hand hereunto, in the
name and on behalf of the Company, as of _____________ __, 199_.
XXXXXXX EQUITY FUND I, L.L.C.
BY: XXXXXXX MANAGEMENT CORPORATION,
MANAGER
By: _____________________________
Name:
Title:
-2-
77
EXHIBIT L
FORM OF VOTING AGREEMENT
78
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of March 7, 1997,
is between and among XXXXXX X. XXXXX, an individual with an office at 0000
Xxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 ("Xxxxx"), XXXXXX HOLDING COMPANY, LTD., an
Ohio limited liability company with an office at 0000 Xxxxxx Xxxx, Xxxxxxxx,
Xxxx 00000 ("Xxxxxx"), and HARBERT EQUITY FUND I, L.L.C., a Georgia limited
liability company with an office at Xxx Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxx 00000 ("Harbert").
W I T N E S S E T H :
WHEREAS, Xxxxx and Xxxxxx (collectively, the "Xxxxxx Parties")
beneficially own shares of the Common Stock, par value $.01 per share (the
"Stock"), of Crown NorthCorp, Inc., a Delaware corporation (the "Company"); and
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Xxxxxxx has acquired shares of the Stock pursuant to that certain
Stock Purchase Agreement, dated as of even date herewith, between and among
Xxxxxxx and the Company (the "Stock Purchase Agreement"); and
WHEREAS, Xxxxxxx desires that each of the Xxxxxx Parties agrees to
vote its shares in accordance with the provisions of this Agreement to more
fully effectuate certain provisions of the Stock Purchase Agreement whereby
Xxxxxxx is entitled to nominate one or more persons for election as a director
of the Company for a certain period; and
WHEREAS, the Xxxxxx Parties desire that Xxxxxxx and its affiliates
agrees to vote their shares in accordance with the provisions of this Agreement
for the continued election of Xxxxxx X. Xxxxx as a director of the Company for
such period;
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the adequacy, sufficiency, and receipt of
which are hereby acknowledged, the parties agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used herein but not
otherwise defined herein shall have the meaning ascribed thereto in the Stock
Purchase Agreement.
SECTION 2. VOTING AGREEMENT OF THE XXXXXX PARTIES. During the
Corporate Governance Period, each of the Xxxxxx Parties, severally and not
jointly, agrees:
(a) To vote all shares of securities issued by the Company
and entitled to vote in the election of directors ("Voting
Securities") beneficially owned by him or it for the election as
a director of the Company of such
79
nominees for election as a director of the Company as Xxxxxxx is
entitled to designate for nomination as such pursuant to the
Stock Purchase Agreement;
(b) To cause (x) each of the members of Xxxxx'x immediate
family, (y) each entity controlled by any Xxxxxx Party, and (z)
each trust of which Xxxxx is a grantor (collectively, the "Xxxxx
Affiliates"), to vote all Voting Securities beneficially owned
by him, her, or it for the election as a director of the Company
of such nominees for election as a director of the Company as
Xxxxxxx is entitled to designate for nomination as such pursuant
to the Stock Purchase Agreement;
(c) In the event a director of the Company so designated
for nomination by Xxxxxxx ceases to be a director of the Company
for any reason before his or her term as such expires, to vote
all shares of Voting Securities beneficially owned by him, her,
or it in favor of another individual designated for nomination
by Xxxxxxx for election as a director of the Company to the
extent Xxxxxxx is then entitled to designate such other
individual for nomination for election as a director of the
Company pursuant to the Stock Purchase Agreement; and
(d) In the event a director of the Company so designated
for nomination by Xxxxxxx ceases to be a director of the Company
for any reason before his or her term expires, to cause each of
the Xxxxx Affiliates to vote all shares of Voting Securities
owned by him, her or it in favor of another individual
designated for nomination by Xxxxxxx for election as a director
of the Company to the extent Xxxxxxx is then entitled to
designate such other individual for nomination for election as a
director of the Company pursuant to the Stock Purchase
Agreement.
Notwithstanding the foregoing, however, to the extent that the Xxxxxx
Parties and Xxxxx Affiliates collectively do not possess the sole power to vote
or direct the voting of any such Voting Securities from time to time (the
shares as to which the Xxxxxx Parties and Xxxxx Affiliates do not so possess
such voting power being referred to herein as "Non-Exclusive Xxxxxx Shares"),
they shall be obligated to use their reasonable best efforts to cause such
Non-Exclusive Xxxxxx Shares to be voted in compliance with the foregoing.
SECTION 3. VOTING AGREEMENT OF XXXXXXX. Until the earlier of (i) the
expiration of the Corporate Governance Period, and (ii) the occurrence of a
Seller Breach (as defined in the Registration Rights Agreement, dated as of the
date hereof, between and among the Company and Xxxxxxx), Xxxxxxx agrees:
(a) To vote all shares of Voting Securities beneficially
owned by it for the election of Xxxxx as a director of the
Company;
80
(b) To cause each Person controlling it, controlled by it,
or under common control with it (collectively, the "Xxxxxxx
Affiliates") to vote all shares of Voting Securities
beneficially owned by him, her, or it for the election of Xxxxx
as a director of the Company;
(c) In the event that Xxxxx ceases to be a director of the
Company for any reason before his term as such expires, to vote
all shares of Voting Securities beneficially owned by it in
favor of another individual nominated by Xxxxx or, in the event
of Xxxxx'x death or incapacity, his heirs, legatees, executors,
successors, guardians, legal representatives, or administrators,
as the case may be, beneficially owning at least 50% of the
Voting Securities beneficially owned by Xxxxx immediately prior
to his death or incapacity, for election as a director of the
Company; and
(d) In the event that Xxxxx ceases to be a director of the
Company for any reason before his term as such expires, to cause
each of the Xxxxxxx Affiliates to vote all shares of Voting
Securities beneficially owned by him, her, or it in favor of
another individual nominated by Xxxxx or, in the event of
Xxxxx'x death or incapacity, his heirs, legatees, executors,
successors, guardians, legal representatives, or administrators,
as the case may be, beneficially owning at least 50% of the
Voting Securities beneficially owned by Xxxxx immediately prior
to his death or incapacity, for election as a director of the
Company.
Notwithstanding the foregoing, however, to the extent that Xxxxxxx and
the Xxxxxxx Affiliates collectively do not possess the sole power to vote or
direct the voting of any such Voting Securities from time to time (the shares
as to which they do not so possess such voting power being referred to herein
as "Non-Exclusive Xxxxxxx Shares"), then Xxxxxxx shall be obligated to use its
reasonable best efforts to cause such Non-Exclusive Xxxxxxx Shares to be voted
in compliance with the foregoing.
SECTION 4. TERMINATION. This Agreement shall terminate upon the
expiration of the Corporate Governance Period in accordance with the Stock
Purchase Agreement.
SECTION 5. LEGENDS. The Xxxxxx Parties and Xxxxxxx will, and the
Xxxxxx Parties will cause the Xxxxx Affiliates to, and Xxxxxxx will cause the
Xxxxxxx Affiliates to, deliver certificates representing Voting Securities
beneficially owned by them to the Company for imprinting with the following
legend (which legend shall be removed, with respect to any of such Voting
Securities, upon the earlier of (i) the sale, assignment, or other transfer of
such Voting Securities to a Person not subject to the purview of this
Agreement, and (ii) the expiration of this Agreement), in each case on or
before the date that is the last to occur of (x) 30 days from the date of this
Agreement, and (y) their acquisition of beneficial ownership of such Voting
Securities:
81
"The voting securities represented by this certificate are subject to
restrictions on voting, as provided in a Voting Agreement, dated as of
March 7, 1997, between and among Xxxxxxx Equity Fund I, L.L.C., Xxxxxx
Holding Company, Ltd., and Xxxxxx X. Xxxxx, a copy of which is on file
with the Secretary of the Company."
Notwithstanding the foregoing, however, Xxxxxxx shall be obligated to
utilize its reasonable best efforts to cause the beneficial owners of the
Non-Exclusive Xxxxxxx Shares to comply with this Section 5, and the Xxxxxx
Parties shall be obligated to utilize their respective reasonable best efforts
to cause the beneficial owners of the Non-Exclusive Xxxxxx Shares to comply
with this Section 5.
SECTION 6. SECRETARY TO RETAIN COPY. A copy of this Agreement shall be
filed with the Secretary of the Company.
SECTION 7. STOCK CHANGES. The provisions of this Agreement shall be
deemed to apply equally to any share of Stock or other securities distributed
in respect of shares of Stock.
SECTION 8. FURTHER ACTIONS. At any time and from time to time each
party agrees, at its or his expense, to take such actions and to execute and
deliver such documents as may be reasonably necessary to effectuate the
purposes of this Agreement.
SECTION 9. AVAILABILITY OF EQUITABLE REMEDIES. Since a breach of the
provisions of this Agreement could not adequately be compensated by money
damages, any party shall be entitled, in addition to any other right or remedy
available to him, to an injunction restraining such breach or a threatened
breach and to specific performance of any such provision of this Agreement, and
in either case no bond or other security shall be required in connection
therewith, and the parties hereby consent to such injunction and to the
ordering of specific performance.
SECTION 10. MODIFICATION. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements among them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.
SECTION 11. NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement or at such other address as the other parties hereto
shall have been notified in writing pursuant hereto. Except as otherwise
specifically provided in this Agreement, any notice given by certified mail
shall be deemed given at the time of certification thereof except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof.
82
SECTION 12. WAIVER. Any waiver by any party of a breach of any
provision of this Agreement 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 failure of a party to insist upon strict adherence to
any term of this Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any waiver must be
in writing.
SECTION 13. BINDING EFFECT. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and the respective
successors and assigns of the corporate parties hereto and the respective
assigns, heirs, and personal representatives of the individual parties hereto.
SECTION 14. NO THIRD PARTY BENEFICIARIES. This Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.
SECTION 15. SEPARABILITY. If any provision of this Agreement is
invalid, illegal, or unenforceable, the balance of this Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
SECTION 16. HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
SECTION 17. PRONOUNS. Any masculine personal pronoun shall be
considered to mean the corresponding feminine or neuter personal pronoun, as
the context requires.
SECTION 18. COUNTERPARTS; GOVERNING LAW. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. It shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflict of law
principles thereof.
SECTION 19. REPRESENTATIONS AND WARRANTIES OF XXXXXX. Xxxxxx hereby
represents and warrants to Xxxxxxx that:
(i) It is a limited liability company duly organized,
validly existing, and in good standing under the laws of the
State of Ohio, with full
83
limited liability company power and authority to conduct its
business as currently conducted; and
(ii) Assuming the due authorization, execution, and
delivery of this Agreement by the other parties hereto, this
Agreement constitutes its legal, valid, and binding obligation,
enforceable against it in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, or other laws affecting creditors'
rights generally and by the availability of equitable remedies.
84
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
XXXXXX HOLDING COMPANY, LTD.
By: /s/
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
-----------------------------------
XXXXXX. X. XXXXX
XXXXXXX EQUITY FUND I, L.L.C.
BY: XXXXXXX MANAGEMENT CORPORATION,
MANAGER
By: /s/
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President & CFO
85
SCHEDULE 4.1(a)
SUBSIDIARIES
86
Schedule 4.1 (a)
Organization and Qualification
-----------------------------------------------------------------------------------------------------------------------------------
Principal
Entity Jurisdiction/ Foreign Place of Business Authorized Outstanding
Name Ownership Qualifications Business Activity Capitalization Stock
-----------------------------------------------------------------------------------------------------------------------------------
Crown Delaware OH, GA, 1251 Dublin Rd. Financial services, 30,000,000 8,776,723
NorthCorp, corporation TX, NJ, Columbus, Ohio specializing in loan shares shares
Inc. XX, XX, 00000 servicing, asset common of common
MO, DC management, loss 1,000,000 2,950 shares
mitigation, loan shares of preferred
origination, portfolio preferred (in three
acquisition and classes)
due diligence,
portfolio and property
management.
-----------------------------------------------------------------------------------------------------------------------------------
Crown Revenue Ohio None 1251 Dublin Rd. Following the 750 shares 90 shares
Services, Inc. corporation Columbus, Ohio completion of common common
wholly owned by 43215 asset management
Crown NorthCorp, contracts with the RTC,
Inc. CRS has virtually
no current business
activities.
-----------------------------------------------------------------------------------------------------------------------------------
CNC Holding Delaware None 1251 Dublin Rd. Holding company for 1,000 1,000
Corp. corporation Columbus, Ohio lower-tier shares shares
wholly owned by 43215 subsidiaries. common common
Crown NorthCorp,
Inc.
-----------------------------------------------------------------------------------------------------------------------------------
Prime Tempus, Texas None 000 Xxxxxx Xxxxxx Provides liquidation 1,000,000 1,000,000
Inc. corporation Suite 1030 and recovery services shares shares
wholly owned by Austin, Texas for insurance common common
Crown NorthCorp, 78701 receiverships as
Inc. well as asset
searches.
-----------------------------------------------------------------------------------------------------------------------------------
Crown Revenue Ohio joint None 0000 Xxxxxx Xx. The venture was formed N/A N/A
Services Joint venture 75% Columbus, Ohio to administer certain
Venture I owned by Crown 43215 contracts with the
Revenue Services, Resolution Trust
Inc., and 25% Corporation, which
owned by an work has now concluded.
unaffiliated
party.
-----------------------------------------------------------------------------------------------------------------------------------
Crown Ohio None 1251 Dublin Rd. Serves as managing 850 shares 850 shares
Properties, corporation Columbus, Ohio general partner of common common
Inc. wholly owned 43215 CRS Bond Portfolio,
by Crown L.P. and CRS Bond
Revenue Services, Portfolio II, L.P.,
Inc. both of which are
Delaware limited
partnerships.
-----------------------------------------------------------------------------------------------------------------------------------
1
87
Schedule 4.1 (a)
Organization and Qualification
-----------------------------------------------------------------------------------------------------------------------------------
Principal
Entity Jurisdiction/ Foreign Place of Business Authorized Outstanding
Name Ownership Qualifications Business Activity Capitalization Stock
-----------------------------------------------------------------------------------------------------------------------------------
Crown NorthCorp Danish None Xxxxxxxx 00 Formed to DKK 500,000 DKK 500,000
Euro A/S corporation 2900 Hellerup pursue business
wholly owned Denmark opportunities
by CNC in Europe.
Holding Corp.
-----------------------------------------------------------------------------------------------------------------------------------
Eastern Realty Virginia None 0000 Xxxxxxxxxx Xx. Asset and 1,000 shares 200 shares
Corporation corporation Suite 222 land common
wholly owned McLean, Virginia management
by CNC 22102
Holding Corp.
-----------------------------------------------------------------------------------------------------------------------------------
Eastern Virginia None 0000 Xxxxxxxxxx Xx. Asset and 1,000 shares 100 shares
Baltimore, corporation Suite 222 land common
Inc. wholly owned McLean, Virginia management
by CNC 22102
Holding Corp.
-----------------------------------------------------------------------------------------------------------------------------------
Eastern Virginia None 0000 Xxxxxxxxxx Xx. Asset and All membership All
Realty, limited Suite 222 land interests membership
LLC liability McLean, Virginia management authorized and interests
company with 22102 outstanding authorized
CNC Holding and
Corp. owning outstanding
99% of the
membership
interests and
Crown Revenue
Services, Inc.
owning 1%
of the
membership
interests.
-----------------------------------------------------------------------------------------------------------------------------------
2
88
EASTERN REALTY CORPORATION (ERC)
---------------------------------------------------------------------------------------------------------
: : : : :
: : : : :
------------------ -------------------- -------------------- ----------------- -------------------
Eastern-MACO, Inc. Eastern-PROVIDENCE, Athena Portfolio Eastern-COMAC, Inc.
United Collections Inc. Investors, L.P.
ERC: 30% GP ERC: 94.25% ERC: 100%
Xxx Xxxxxxx: 5.75% ERC: 100% ERC: 4.44% LP
------------------ -------------------- -------------------- ----------------- -------------------
: : : :
: : : :
------------------ -------------------- -------------------- -------------------
Potomac Mid-Atlantic Providence Land
United Collections, Partners, L.P. Partners, L.P. COMAC West, L.P.
L.P. Eastern-PROVIDENCE,
United Collections: Eastern-MACO, Inc. Inc.: Eastern-COMAC, Inc.
50% GP 4.0% GP 4.46% GP 1.0% GP
------------------ -------------------- -------------------- -------------------
: :
: :
-------------------- -------------------
Potomac-MACO, L.P.
Comac Land, L.P.
Potomac Mid-Atlantic
Partners: Comac West, L.P.:
25% GP 40% GP
-------------------- -------------------
1
89
EASTERN BALTIMORE, INC.
:
:
-----------------------------------------------
: :
: :
-------------------------- --------------------------
Eastern Model Home, L.L.C. Baltimore Portfolio
Partners, L.P.
Eastern Baltimore, Inc.:
Eastern Baltimore, Inc.:
1% Member 1% GP
-------------------------- --------------------------
EASTERN REALTY, L.L.C. (ERLLC)
:
:
:
:
------------------------------
Eastern Model Home, L.L.C.
ERLLC: 99% Member
------------------------------
:
:
:
:
------------------------------
Kingsview Patriot I, L.L.C.
Eastern Model Home,
L.L.C.: 50% Member
------------------------------
1
90
-------------------------------------------------------------------------------
OWNERSHIP STRUCTURE FOR UNITED COLLECTIONS (JDC PORTFOLIO)
-------------------------------------------------------------------------------
-----------------------
--------------------------- UNITED COLLECTIONS L.P. --------------------------
: :
: ----------------------- :
: :
: :
------------------- ------------------------------
UNITED COLLECTIONS RESOLUTION TRUST CORPORATION
General Partner 50% Limited Partner 50%
------------------- -----------------------------
:
:
:
:
-------------------------------------------------
: :
: :
: :
: :
-------------------------- -------------------------------
EASTERN REALTY CORPORATION GEL WORLDWIDE COLLECTIONS, INC.
General Partner (30%) General Partner (70%)
-------------------------- -------------------------------
91
-------------------------------------------------------------------------------
OWNERSHIP STRUCTURE FOR POTOMAC MACO, L.P. (MACO)
-------------------------------------------------------------------------------
--------------------
Eastern Realty Corp.
-------------------- ---------------------------------- ------------ ------------------
-------------------- :
Management : Potomac Mill-Maxtix Partners, L.P. Potomac MACO Resolution
Agreement :-------- a Delaware LP ---- Limited ------ Trust Corporation
-------------------- : (25% GP) Partnership (7 1/4% LP
:
LaSalle Entity ------------------- ----------------------------------- ------------ ------------------
:
-------------------- :
:
:
:
:
:
-----------------------------------------------------------------------------------------------------
: : : :
: : : :
------------------ ------------------- ---------------- ----------------
Eastern-MACO, Inc. Steinhardt Entities Curlycu Entities LaSalle Entities
(4% GP) (46.75% GP/LP) (46.75% GP/LP) (2.5% GP)
------------------ ------------------- ----------------- ----------------
92
-------------------------------------------------------------------------------
OWNERSHIP STRUCTURE FOR PROVIDENCE LAND PARTNERS, L.P.
-------------------------------------------------------------------------------
-------------------------- -------------------
Eastern Realty Corporation ------- Providence
Management Agreement Land Partners L.P.
-------------------------- --------------------
:
:
:
-------------------------------------------------------------------------------------------------------------
: : : :
: : : :
: : : :
------------------------ ------------------------------- ------------------------ -----------------
Provo (Delaware)
Eastern-Providence, Inc. Xxxxxx & Xxxxx Xxxxx Foundation Providence Investors LLC L.P. (Steinhardt)
General Partner - 4.46% Limited Partner - 5.25% Limited Partner - 4.05% Limited Partner -
86.24%
------------------------ ------------------------------- ------------------------ ------------------
93
-------------------------------------------------------------------------------
OWNERSHIP STRUCTURE FOR COMAC
-------------------------------------------------------------------------------
--------------
Advisory (and Loan
Eastern Realty Servicing) Agreement
Corporation --------------------
: ------------------------- --------------- ------------------
-------------- :
Loan Advisory : COMAC West Partners, L.P. Resolution
Agreement :---- a Delaware LP --- COMAC Land, LP -------------- Trust Corporation
-------------- : (48% GP) (61% LP)
: -------------------------- --------------- -----------------
Bunser Entity -------------------- :
Management :
-------------- Agreement :
:
: --------------------------------
:
: Nomica Asset Capital Corporation
: ---------------------------------------- Lender to COMAC West, LP (paid
: off) and Class B Limited Partner
:
:
: ---------------------------------
:
:
:
------------------------------------------------------------------------------------------------------------------
: : : : :
: : : : :
: : : : :
------------------- -------------------- ---------------- ------------------ ---------------
The Xxxxxx X.
Eastern-COMAC, Inc. Steinhaardt Entities Curlycu Entities and Xxxxx X. Xxxxx Ranner Entities
(1% GP) (40.75% LP) (81.75% LP) Foundation (2.5% GP)
(9% LP)
------------------- -------------------- ---------------- ------------------ ---------------
94
-------------------------------------------------------------------------------
OWNERSHIP STRUCTURE FOR BANK OF BALTIMORE PORTFOLIO
-------------------------------------------------------------------------------
--------------
-------------------------------- ----------------------
Eastern Realty Management Financing Loan
Corporation ----------------------- Baltimore Fostertie Partners, LP -------------------- Xxxxxx Financial, Inc.
Agreement Agreement
-------------- -------------------------------- ----------------------
:
:
:
:
:
:
:
:
------------------------------------------------------------------------------------------------------
: : : :
: : : :
----------------------- ---------------------------- ---------------- ------------------------
Eastern-BALTIMORE, Inc. Xxxxxx X. and Xxxxx X. Xxxxx Carlyle Entities Baltimore Investors, LLC
(.5% GP, 5% LLP) Foundation (1.0% LP) (43.75% LP) (3.0% LP)
----------------------- ---------------------------- ---------------- ------------------------
95
OWNERSHIP STRUCTURE FOR KINGSVIEW PATRIOT I, L.L.C.
----------------------- -----------------------
Eastern-Baltimore, Inc. ------------------ Eastern Realty, L.L.C.
1% Member : 99% Member
:
----------------------- : ------------------------
:
:
:
:
:
:
:
--------------------------
Eastern Model Home, L.L.C.
50% Member
--------------------------
:
:
:
:
-------------------------- --------------------
Xxxxxx X. & Xxxxx X.
Kingsview Patriot I, L.L.C. ----- Xxxxx Foundation
50% Member
--------------------------- --------------------
96
09-MAY-97
-------------------------------------------------------------------------------
POTOMAC MACO SUBENTITY OWNERSHIP
-------------------------------------------------------------------------------
-------------------- -------------------- -----------------------------
Potomac Mid-Atlantic Potomac MACO Resolution Trust Corporation
Partners, L.P. -------------------------------------------- Limited Partnership -------- (75% LP)
A Delaware LP
(25% GP) --------------------- ----------------------------
:
-------------------- :
: :
: ---------------------------- :
: :
: Potomac Xxxxxxxxx LLC :
: Potomac Mid-Atlantic :
---------------- Partners, LP (1.01%, ------------------------
Managing Member)
Potomac MACO LP (89.99%)
----------------------------
:
:
:
---------------- ----------------------------
Hanover Capital Potomac Country Club LLC
Realty ------ (Joint Venture) Potomac
Xxxxxxxxx LLC (90%)
---------------- Hanover Capital Realty (10%)
----------------------------
97
MACO III/EASTERN REALTY CORPORATION 09-MAY-97
-------------------------------------------------------------------------------
POTOMAC MACO SUBENTITY OWNERSHIP
-------------------------------------------------------------------------------
----------------------------------- --------------------- -----------------------
Potomac Mid-Atlantic Partners, L.P. Potomac MACO Resolution Trust
a Delaware LP ---------------------------------- Limited Partnership ----- Corporation (75% LP)
(25% GP)
-------------------- -----------------------
----------------------------------- :
: :
: ---------------------------------- :
: :
: Potomac Marwood LLC :
: Potomac Mid-Atlantic Partners, LP :
-------------------- (1.01% Managing Member) ---------
Potomac MACO LP (89.99%)
-----------------------------------
98
MACO III/EASTERN REALTY CORPORATION 09-MAY-97
-------------------------------------------------------------------------------
POTOMAC MACO SUBENTITY OWNERSHIP
-------------------------------------------------------------------------------
----------------------------------- --------------------- -----------------------
Potomac Mid-Atlantic Partners, L.P. Potomac MACAO Resolution Trust
a Delaware LP ---------------------------------- Limited Partnership ---------- Corporation (75% LP)
(25% GP)
-------------------- -----------------------
----------------------------------- :
:
:
:
:
:
---------------------------------
------------------------
Potomac Pines LLC (Joint Venture)
Harbor Village I, L.L.C. ---------------------------- Harbor Village I, LLC (16.67%)
Potomac MACO LP (83.33%)
------------------------
----------------------------------
99
SCHEDULE 4.1(b)
CAPITALIZATION
100
SCHEDULE 4.1(b)
CAPITALIZATION
Set forth below are the classes of the capital stock of Crown NorthCorp, Inc.,
the number of shares of each class outstanding as of January 31, 1997 and the
known holders of 5% or more of each class.
Common Stock, par value $.01 per share; 8,776,723 shares outstanding
Known holders of 5% or more of the class
Holder No. of Shares Held
------ ------------------
Xxxxxx Holding Company, Ltd. 4,207,500
Asdale Limited 976,524
The Xxxxxx X. and Xxxxx X.
Xxxxx Foundation 538,677
Series A Convertible Preferred Stock, par value $.01 per share; 450 shares
outstanding
Known holders of 5% or more of the class
Holder No. of Shares Held
------ ------------------
Xxxxxx and Xxxxx Holding, Inc. 207.72
Xxxxxx X. Xxxxx 112.61
Xxx X. Xxxxxxx 68.77
Series B Preferred Stock, par value $.01 per share; 2,000 shares outstanding
Known holders of 5% or more of the class
National City Corporation owns all of the 2,000 outstanding shares
Series C Convertible Preferred Stock, par value $.01 per share; 500 shares
outstanding
Known holders of 5% or more of the class
National City Corporation owns all of the 500 outstanding shares
Attached is a table setting forth the commitments, plans and arrangements to
issue any share of capital stock of Crown NorthCorp, Inc. or of any Subsidiary
or any security or other instrument convertible into, exercisable for, or
exchangeable for capital stock of Crown NorthCorp, Inc. or of any Subsidiary.
101
FULLY DILUTED OWNERSHIP OF CROWN COMMON STOCK
==============================================
RIGHTS
============================================== ====================================================
MAXIMUM SHARES
NUMBER OF NUMBER OF OF CROWN COMMON
======================== PREFERRED NUMBER OF STOCK STOCK IF ALL EXERCISE PRICE EXPIRATION
HOLDER SHARES WARRANTS OPTIONS RIGHTS EXERCISED PER SHARE DATE
======================== ============================================== ====================================================
------------------------ ---------------------------------------------- ----------------------------------------------------
OUTSIDE DIRECTORS 100,000 per Outside
Director(1) 200,000 (2) (1) 2005
------------------------ ---------------------------------------------- ----------------------------------------------------
EASTERN SELLERS 450 (Series A) 560,137.5 (3) (3)
------------------------ ---------------------------------------------- ----------------------------------------------------
NATIONAL CITY
CORPORATION 500 (Series C) 333,335 $1.50 12/31/2002
------------------------ ---------------------------------------------- ----------------------------------------------------
EASTERN SELLERS 149,300 149,300 $0.75 10/01/99
------------------------ ---------------------------------------------- ----------------------------------------------------
XXX XXXXXXX 125,000 125,000 $1.00 12/31/98 (4)
------------------------ ---------------------------------------------- ----------------------------------------------------
CAPITOL ASSOCIATES 39682.54 39,682.54 $0.63 02/15/98
------------------------ ---------------------------------------------- ----------------------------------------------------
XXXXXXXXX INVESTMENT
CORPORATION 75,000 75,000 $0.75 10/01/2001
------------------------ ---------------------------------------------- ----------------------------------------------------
XXXXXXX X. XXXXX 15,000 15,000 $0.63 12/15/2001
------------------------ ---------------------------------------------- ----------------------------------------------------
STOCK-BASED
COMPENSATION PLANS 30,000 (5)
------------------------ ---------------------------------------------- ----------------------------------------------------
(1) None vested at this time; options would partially vest this year if share
price on 12/31/97 (as defined in the plan) was $2.50.
(2) 600,000 shares authorized and allocated to the plan.
(3) MANDATORY CONVERSION OPTIONAL CONVERSION
-------------------- -------------------
Price Expiration Price Expiration
----- ---------- ----- ----------
$1.75 10/01/98 $1.00 10/01/98
$2.50 10/01/2001 $1.25 10/01/2001
Market 10/01/2001
(4) This date is subject to final negotiation and documentation.
(5) This represents the maximum amount of shares contemplated for such plans.
No such plans have yet been created and no employee has any vested or unvested
right in such plans.
102
SCHEDULE 4.1(d)
TAX AND OTHER LIABILITIES
NONE
103
SCHEDULE 4.1(e)
LITIGATION AND CLAIMS
Xxxxxx X. Xxxxx, et al, v. Resolution Trust Corpoation, as Receiver for
Spindletop Savings Association, F.A., et al.
Xxxx Xxxxxx, d/b/a ERH Beltway Realty v. Crown NorthCorp, Inc.
Rose Xxxx Xxxxxx v. Property Asset Management, Inc., et al.
Hushiang Xxxx Xxxxxxxxx et al. v. General Motors Corporation, et al.
104
SCHEDULE 4.1(f)
PROPERTIES
(i) The Seller and each of its Subsidiaries has good and marketable title in
fee simple absolute to all real properties and good title to all other
properties and assets used in its business or owned by it, free and clear of
all liens, mortgages, security interests, pledges, charges and encumbrances
except:
(a) The Seller has granted The Huntington National Bank security
interests in the property described on the attached Exhibit "A" to secure the
repayment of credit facilities.
(b) The Seller has granted to The Fifth Third Bank of Columbus a first
security interest in the property described on the attached Exhibit "B" and a
second security interest in the property described on the attached Exhibit "A"
to secure the repayment of credit facilities.
(ii) See attached
(iii) See attached
105
EXHIBIT "A"
ALL OF CROWN'S BUSINESS ASSETS, INCLUDING WITHOUT LIMITATION, ALL OF
CROWN'S RIGHT, TITLE AND INTEREST IN THE FOLLOWING:
All of Crown's machinery, equipment, tools, furniture, furnishings and
fixtures including, but not limited to, all manufacturing, fabricating,
processing, transporting; and packaging equipment, power systems, heating,
cooling and ventilating systems, lighting and communications systems, electric,
gas and water distribution systems, food service systems, fire prevention,
alarm and security systems, laundry systems and computing and data processing
systems, excepting Crown's leasehold interest in any of the above
("Equipment"); all of Debtor's inventory, including, but not limited to, parts,
supplies, raw materials, work in process, finished goods, materials used or
consumed in Crown's business, repossessed and resumed goods (hereinafter the
"Inventory"); all of Debtor's accounts, accounts receivable, contract rights,
guaranties of accounts, accounts receivable and contract rights and security
therefor, chattel paper, income tax refunds, instruments, negotiable documents,
notes, drafts, acceptances and other forms of obligations and receivables
arising from or in connection with the operation of Crown's business including,
but not limited to, those arising from or in connection with Crown's sale,
lease or other disposition of the Inventory (hereinafter the "Receivables");
and all books, records, ledger cards, computer programs and other documents or
property at any time evidencing or relating to the Receivables; all of Crown's
general intangibles, trade names, trademarks, trade secrets, goodwill, patents,
patent applications, copyrights, deposit accounts, licenses and franchises; and
any and all deposits or other sums at any time credited by or due from HNB to
Crown, any all policies, certificates of insurance, securities, goods, accounts
receivable, choses in action, cash, property and the proceeds thereof owned by
Crown or in which Crown has an interest, which now or hereafter are at any time
in the possession or control of HNB or in transit by mail or carrier to or from
HNB, or in the possession of any third party acting in HNB's behalf, without
regard to whether HNB received the same in pledge for safekeeping, as agent for
collection or transmission or otherwise, or whether HNB has conditionally
released the same (all of the foregoing items and types of property hereinafter
the "Collateral"); whether Crown's interest in the Collateral as owner,
co-owner, lessee, consignee, secured party or otherwise be now owned or
existing, or hereafter arising or acquired, and wherever located, together with
all substitutions, replacements, additions and accession therefor or thereto,
all replacement and repair parts therefor, all documents including, but not
limited to, negotiable documents, documents of title, warehouse receipts,
storage receipts, dock receipts, dock warrants, express xxxx, freight bills,
airbills, bills of lading and other documents relating thereto, all products
thereof and all cash and non-cash proceeds thereof including, but not limited
to, notes, drafts, checks, instruments, insurance proceeds, indemnity proceeds,
warranty and guaranty proceeds and proceeds arising in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any governmental body, authority, bureau or agency
(or any person acting under color of governmental authority).
106
NORTHCORP REALTY ASSOC., INC. 40 yrs. starting 12/94 25
1251 DUBLIN ROAD. BUILDING PRELIMINARY-FOR DEPRECIATION ONLY 1=Dec. 1994
03/31/97
#1951 #1971 1996 12/31/96 NET
LIFE MONTHLY START DEPREC. ACCUM. BOOK VALUE
DATE ITEM ADDED COST (mo's.) DEPREC. DEPREC. EXPENSE DEPREC. 12/31/96
-----------------------------------------------------------------------------------------------------------------------
10/31/94 Purchase of Building-
Bond Payable-adj.
for land 1,153,155.00 480 2,402.41 12/01/94 2,402.41 60,626.54 1,092,528.46
Bond Escrow Account (175,000.00) 480 (364.58) 12/01/94 (364.58) (9,114.58) (165,885.42)
Legal Fees 15,000.00 480 31.25 12/01/94 31.25 781.25 14,218.75
Appraisal 3,000.00 480 6.25 12/01/94 6.25 156.25 2,843.75
Survey 1,500.00 480 3.13 12/01/94 3.13 78.13 1,421.88
Deposit on Bldg
Acquisition 25,000.00 480 52.08 12/01/94 52.08 1,302.08 23,697.92
11/30/94 Porter, Wright, Xxxxxx
& Xxxxxx-legal xxxx 8,500.00 480 17.71 12/01/94 17.71 442.71 8,057.29
12/31/94 Arccon Interests -
work on bldg. 76,340.02 480 159.04 12/01/94 159.04 3,976.04 72,363.98
------------ ---------------------------------------------------------------
Balance @ 12/31/94 1,107,495.02 2,307.28 2,307.28 58,248.42 1,049,246.60
01/30/95 Arccon Interests -
work on bldg. 21,067.68 480 43.89 02/01/95 43.89 1,009.49 20,058.19
05/31/95 Arccon Interests -
work on bldg.-Pd.
by CRS 3,909.86 480 8.15 06/01/95 8.15 154.77 3,755.09
---------------------------------------------------------------------------------------
24,977.54 52.04 52.04 1,164.26 23,813.28
---------------------------------------------------------------------------------------
03/31/97 Balance 1,132,472.56 2,359.32 2,359.32 59,412.67 1,073,059.89
=======================================================================================
3
1=Jan. 1997
1997 03/31/97 NET
DEPREC. ACCUM. BOOK VALUE
DATE ITEM ADDED EXPENSE DEPREC. 03/31/97
------------------------------------------------------------------------------
10/31/94 Purchase of Building-
Bond Payable-adj.
for land 2,402.41 67,833.80 1,085,321.20
Bond Escrow Account (364.58) (10,208.33) (164,791.67)
Legal Fees 31.25 875.00 14,125.00
Appraisal 6.25 175.00 2,825.00
Survey 3.13 87.50 1,412.50
Deposit on Bldg
Acquisition 52.08 1,458.33 23,541.67
11/30/94 Porter, Wright, Xxxxxx
& Xxxxxx-legal xxxx 17.71 495.83 8,004.17
12/31/94 Arccon Interests -
work on bldg. 159.04 4,453.17 71,886.85
---------------------------------------------
Balance @ 12/31/94 2,307.29 65,170.30 1,042,324.72
01/30/95 Arccon Interests -
work on bldg. 43.89 1,141.17 19,926.51
05/31/95 Arccon Interests -
work on bldg.-Pd.
by CRS 8.15 179.20 3,730.66
---------------------------------------------
52.04 1,320.37 23,657.17
---------------------------------------------
03/31/97 Balance 2,359.33 66,490.67 1,065,981.89
=============================================
107
SERVFEE1.WK4 ANNUALIZED SERVICING FEE SCHEDULE 01/03/97
MERCHANTS MORTGAGE PORTFOLIO - ADJUSTED FOR PAYOFFS
PRIN BALANCE SERV FEE ANNUALIZED PayoffAdjmnt
EDGWOOD $141,628 0.2500% $354
FALL CREEK $1,775,468 0.1000% $1,775
XXXXXXX PARK $1,249,357 0.1250% $1,562
WINDSOR PARK $2,965,741 0.1250% $3,707 $11,553
CROSS LAKES $7,044,022 0.2500% $17,610
DRAKE MANOR $641,554 0.2500% $1,604
CLOVERLEAF $1,280,396 0.2500% $3,201
CAMBRIDGE PLACE $2,737,634 0.1000% $2,738
BROADRIPPLE $1,550,722 0.2500% $3,877 $12,082
SUNCREST $3,340,824 0.1000% $3,341
BRAEBURN $10,660,203 0.2500% $26,651
SILVERTREE $2,839,793 0.5000% $14,199
WINDSONG $2,276,010 0.5000% $11,380
NORTHERNVIEW $1,802,973 0.5000% $9,015 $28,094
ENGLISH VILL $4,803,238 0.2500% $12,008 $37,422
WINTHROP NORTH $936,083 0.3750% $3,510
WINTHROP SOUTH $1,560,139 0.3750% $5,851
XXXXXXXX XXXXX $483,643 0.3750% $1,814
WINTHROP DEFIANC $1,189,606 0.3750% $4,461
XXXXXXXX XXXXXXX $1,794,161 0.3750% $6,728
PARK GREENWOOD $4,005,858 0.2500% $10,015
XXXXXXX VILLAGE $7,255,465 0.2500% $18,139 $56,527
SOLON CLUB $3,993,359 0.3750% $14,975
XXXX VILLAGE $4,938,072 0.2500% $12,345
LONVALE GARDENS $5,578,020 0.2500% $13,945
LANDMARK $4,551,509 0.2500% $11,379 $35,460
ALPINE VILLAGE $2,182,699 0.2500% $5,457
HERITAGE VILLAGE $3,024,817 0.2500% $7,562
WESTOWN $3,134,632 0.2500% $7,837
GEORGETOWN $4,886,243 0.2500% $12,216 $38,068
XXXXXXXXX $2,416,944 0.2500% $6,042 $18,830
WHITEHALL $1,449,529 0.2500% $3,624
BROOKHAVEN $7,678,381 0.2500% $19,196
BRISTOL SQUARE $5,228,953 0.2500% $13,072
CAMBRIDGE $1,822,714 0.2500% $4,557 $14,201
HIDDEN ACRES $2,869,950 0.2500% $7,175
XXXXXXX XXXX $3,026,888 0.2500% $7,567
BRIDGEDALE TERR $1,085,112 0.3750% $4,069
ENCLAVE $8,862,412 0.2500% $22,156
WEDGEWOOD $2,042,209 0.3750% $7,658 $23,866
XXXXXXXX VILLAGE $5,051,904 0.2500% $12,630
PORT CROSSING $3,093,362 0.2500% $7,733
BARRINGTON SQU $4,099,831 0.2500% $10,250
CARNABY VIL $4,747,955 0.2500% $11,870
ROUND BARN $3,455,864 0.1000% $3,456
WESTVIEW $986,242 0.1875% $1,849
FOUNTAIN PARK $17,794,105 0.6250% $111,213
DOERCHESTER $7,227,791 0.2500% $18,069
------- ----------
TOTAL FEE $521,440 $276,102
PURCHASE PRICE $1,625,000 $1,348,898
----------
MULTIPLIER 3.12
108
REINLEIN/XXXXXX/XXXXX - D.U.S. LOAN PORTFOLIO - 11/01/96 SUMMARY
-----------
SEGMENT "A" Debt Service Coverage of 1.15 or greater for 1996 calendar year
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT LOAN (1)
PROPERTY NAME CITY STATE NO. OF UNITS DSC RATIO ADJUSTED DSCR OCCUPIED YEAR BUILT AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
AUTUMNWOOD APARTMENTS BIRMINGHAM AL 205 1.30 99% 1967 $5,443,957
BEERCROSS APARTMENTS LUFKIN TX 168 1.72 92% 1986 $2,672,044
COACH/CARRIAGE HOUSE APTS. CHELMSFORD MA 149 1.15 96% 1968 $5,347,850
XXXXX STATION APARTMENTS ALBANY NY 166 1.18 95% 1988 $6,613,659
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL SEGMENT "A" 688 $20,077,510
-----------
-----------
SEGMENT "B" Debt Service Coverage of less than 1.15 for 1995 calendar year
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT LOAN (1)
PROPERTY NAME CITY STATE NO. OF UNITS DSC RATIO ADJUSTED DSCR OCCUPIED YEAR BUILT AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
BROOKSIDE APARTMENTS SACRAMENTO CA 92 1.01 92% 1989 $4,683,253
XXXX STATION APARTMENTS MONTGOMERY AL 152 1.10 90% 0000 x0,000,000
XXXXXX XXXXX XXXXXXXXXX XXXXXXX XX 36 0.96 88% 1989 $1,806,203
RIVERVIEW APARTMENTS (2) GRAFTON MA 80 1.00 96% 1989 $4,402,654
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL SEGMENT "B" 360 $15,965,162
-----------
-----------
SEGMENT "C" Non-DUS Loans
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT LOAN (1)
PROPERTY NAME CITY STATE NO. OF UNITS DSC RATIO ADJUSTED DSCR OCCUPIED YEAR BUILT AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
WESTDALE HILL APTS. (4) HURST/EULESS TX 2139 1.16 Unknown 1969 $40,000,000
(F/K/A SOMERSET VILLAGE) $32,500,000
-----------
-----------
CURRENT BALANCE $40,000,000
-----------
TOTALS: $76,042,672
LESS: PROPERTY SITE INSPECTION CREDIT
TOTAL PRICE
-----------
SEGMENT "A" Debt Service Coverage of 1.15 or greater for 1996 calendar year
----------------------------------------------------------------------------------------------------------------------------------
ACHIEVEMENT MATURITY YEARS TO ANNUAL TOTAL PURCHASE
PROPERTY NAME CITY STATE ESCROW LOAN/UNIT DATE MATURITY SERVICING SERVICING PRICE (3)
----------------------------------------------------------------------------------------------------------------------------------
AUTUMNWOOD APARTMENTS BIRMINGHAM AL $41,749 $26,556 Jul-97 0.66 $13,610 $8,983 $4,492
DEERCROSS APARTMENTS LUFKIN TX $0 $15,905 Sep-00 3.83 $6,680 $25,584 $12,792
COACH/CARRIAGE HOUSE APTS. CHELMSFORD MA $0 $35,892 Aug-97 0.75 $13,370 $10,028 $5,014
XXXXX STATION APARTMENTS ALBANY NY $0 $39,841 Jan-04 7.17 $41,335 $296,372 $148,186
----------------------------------------------------------------------------------------------------------------------------------
$74,995 $340,967 $170,484
------- --------
-----------
SEGMENT "B" Debt Service Coverage of less than 1.15 for 1995 calendar year
----------------------------------------------------------------------------------------------------------------------------------
ACHIEVEMENT MATURITY YEARS TO ANNUAL TOTAL PURCHASE
PROPERTY NAME CITY STATE ESCROW LOAN/UNIT DATE MATURITY SERVICING SERVICING PRICE (3)
----------------------------------------------------------------------------------------------------------------------------------
BROOKSIDE APARTMENTS SACRAMENTO CA $420,000 $50,905 Feb-00 3.25 $11,708 $38,051 $0
XXXX STATION APARTMENTS MONTGOMERY AL $388,000 $33,375 Apr-00 3.42 $12,683 $43,376 $0
XXXXXX XXXXX XXXXXXXXXX XXXXXXX XX $0 $50,172 Jan-04 7.17 $11,289 $80,942 $0
RIVERVIEW APARTMENTS (2) GRAFTON MA $0 $55,033 May-03 6.50 $4,403 $28,620 $0
----------------------------------------------------------------------------------------------------------------------------------
$40,083 $190,989 $0
------- --------
-----------
SEGMENT "C" Non-DUS Loans
----------------------------------------------------------------------------------------------------------------------------------
ACHIEVEMENT MATURITY YEARS TO ANNUAL TOTAL PURCHASE
PROPERTY NAME CITY STATE ESCROW LOAN/UNIT DATE MATURITY SERVICING SERVICING PRICE (3)
----------------------------------------------------------------------------------------------------------------------------------
WESTDALE HILL APTS. (4) HURST/EULESS TX $7,500,000 $18,700 Jul-25 0.66 $30,000 $20,000 $0
(F/K/A SOMERSET VILLAGE) $0 $15,194 28 $24,375 $682,500 $146,250
------- --------
--------
$702,500 $146,250
--------
TOTALS: $316,734
LESS: PROPERTY SITE INSPECTION CREDIT ($13,500)
--------
TOTAL PRICE $303,234
--------
(1) "LOAN AMOUNT" REFLECTS UNPAID PRINCIPAL BALANCE OF LOAN AFTER RECEIPT OF
MORTGAGE PAYMENT DUE 11/01/96
(2) RECENTLY COMPLETED STREAMLINE REFINANCE INCLUDES $250,000 PERSONAL
GUARANTEE.
(3) PRICE FOR SERVICING EQUALS 50% OF "TOTAL SERVICING" OR A MAXIMUM OF FOUR
TIMES "ANNUAL SERVICING"
(4) IN ADDITION TO SERVICING REVENUE, LOAN INCLUDES $1,403,933 (BALANCE OF
ORIGINAL $6 MILLION REHAB ESCROW) WITH MONTHLY ADMIN. FEE EQUAL TO 1% OF AVG.
OUTSTANDING BALANCE.
(5) "ANNUAL SERVICING" AND "TOTAL SERVICING" REFLECTS THE SERVICING INCOME WHEN
TAKING INTO CONSIDERATION A REQUIRED PRINCIPLE REDUCTION ON 7/1/97 OF
$7,500,000.
109
EQUIPMENT LEASES JAN. 30, 1997
NAME/DESCRIPTION OF EQUIPMENT/LOCATION LEASE TERMS MO. PAYMENT 1996
----------- ----------- ----
CROWN REVENUE SERVICE:
COPIERS
XEROX 1090 SN M08-046756 (COLUMBUS) trf to SANWA 4/1/96 48 Months 1/1/93 to 12/31/96 1,449.60 4,348.80
GESTETNER 2470 SN 255J2538 (COLUMBUS) trf to SANWA 4/1/96 60 Months 6/15/94 to 6/15/99 1,029.00 3,087.00
GESTETNER 2460 SN (COLUMBUS) trf to SANWA 4/1/96 60 Months 12/15/94 to 12/15/99 1,290.00 3,870.00
TOTAL: $3,768.60 $11,305.80
VEHICLES
JAGUAR CREDIT CORP. 94 JAGUAR XJ6 (COLUMBUS) 24 Months 5/23/94 to 5/23/96 581.32 2,906.60
HUNTINGTON NAT'L BANK 94 CHRYSLER LHS (COLUMBUS) 36 Months 8/13/94 to 7/13/97 489.38 5,872.56
TOTAL: $1,070.70 $8,779.16
CAPITAL LEASES:
TELEPHONES
LIBERTY NATIONAL COMDIAL TELEPHONES (COLUMBUS) 36 Months 8/25/93 to 8/25/96 733.65 5,869.20
TOTAL: $733.65 $5,869.20
TOTALS PER CROWN $5,572.95 $25,954.16
NORTHCORP:
COPIERS
XEROX 5053 SN 2Y5-118293 (DALLAS) trf to SANWA 4/1/96 36 Months 7/1/93 to 6/30/96 735.46 4,412.76
XEROX 5053 SN 2Y5-118351 (DALLAS) trf to SANWA 4/1/96 36 Months 7/1/93 to 6/30/96 735.46 4,412.76
XEROX 5053 SN 2Y5-115454 (ATLANTA) trf to SANWA 4/1/96 36 Months 7/1/93 to 6/30/96 735.46 4,412.76
XEROX 5388 SN 3ET-000979 (HOBOKEN) trf to SANWA 4/1/96 36 Months 8/1/93 to 7/30/96 2,326.68 16,286.76
XEROX 5100 SN 52K-302081 (DALLAS) trf to SANWA 4/1/96 36 Months 8/1/93 to 7/30/96 1,371.28 8,227.68
SANWA 3062 Sharp Hoboken 36 months 4/01/96 to 4/01/99 917.46 8,257.14
SANWA 3062 Sharp Atlanta 36 months 4/01/96 to 4/01/99 917.46 8,257.14
SANWA 3062 Sharp Dallas 36 months 4/01/96 to 4/01/99 917.47 8,257.23
SANWA 2060 Sharp with stapler Dallas 36 months 4/01/96 to 4/01/99 917.47 8,257.23
SANWA Kodak IS85 Columbus 36 months 4/01/96 to 4/01/99 1,908.70 17,178.30
SANWA 2060 Sharp with stapler Columbus 36 months 4/01/96 to 4/01/99 1,908.70 17,178.30
SANWA 2027 Sharp Columbus 36 months 4/01/96 to 4/01/99 1,908.69 17,178.21
TOTAL: $15,300.29 $122,316.27
FAX MACHINES
CANON FAX L775 SN UB141028 (DALLAS) 36 Months 10/5/93 to 10/5/96 305.57 3,055.70
CANON FAX L775 SN UB141028 (DALLAS) 36 Months 10/5/93 to 10/5/96 305.57 3,055.70
TOTAL: $611.14 $6,111.40
PITNEY XXXXX MAIL MACHINE
MAIL MACHINES, SCALES, METERS (COL, DALLAS, HOBOKEN) 36 Months 12/1/94 to 12/1/97 3,714.99 44,579.88
METER & SCALES (ATLANTA) 12 Months 9/5/95 to 9/5/96 107.33 965.97
TOTAL: $3,822.32 $45,545.85
LOAN SERVICING SYSTEM
Sun Data - XxXxxxxxx System 36 months 03/01/96-03/01/99 5,280.00 52,800.00
TOTAL: $5,280.00 $52,800.00
BUILDINGS
DALLAS BUILDING LEASE 60 Months 1/1/95 to 12/31/99 9,745.78 116,949.36
ATLANTA BUILDING LEASE 36 Months 3/1/95 to 2/28/98 4,600.00 57,500.00
HOBOKEN BUILDING LEASE 60 Months 11/1/94 to 10/31/99 10,099.68 111,167.54
1997 1998 1999 2000 2001 TOTAL
---- ---- ---- ---- ---- -----
*** *** *** *** *** 4,348.80
0.00 0.00 0.00 *** *** 3,687.00
0.00 0.00 0.00 *** *** 3,870.00
$0.00 $0.00 $0.00 $0.00 $0.00 $11,305.80
*** *** *** *** *** 2,906.60
3,425.66 *** *** *** *** 9,298.22
0.00
$3,425.66 $0.00 $0.00 $0.00 $0.00 $12,204.82
*** *** *** *** *** $5,869.20
$0.00 $0.00 $0.00 $0.00 $0.00 $5,869.20
$3,425.66 $0.00 $0.00 $0.00 $0.00 $29,379.82
*** *** *** *** *** $4,412.76
*** *** *** *** *** $4,412.76
*** *** *** *** *** $4,412.76
*** *** *** *** *** $16,286.76
*** *** *** *** *** $8,227.68
11,009.52 11,009.52 2,752.38 0.00 0.00 $33,028.56
11,009.52 11,009.52 2,752.38 0.00 0.00 $33,028.56
11,009.64 11,009.64 2,752.41 0.00 0.00 $33,028.92
11,009.64 11,009.64 2,752.41 0.00 0.00 $33,028.92
22,904.40 22,904.40 5,726.10 0.00 0.00 $68,713.20
22,904.40 22,904.40 5,726.10 0.00 0.00 $68,713.20
22,904.28 22,904.28 5,726.07 0.00 0.00 $68,712.84
$112,751.40 $112,751.40 $28,187.85 $0.00 $0.00 $376,006.92
*** *** *** *** *** $3,055.70
*** *** *** *** *** $3,055.70
$0.00 $0.00 $0.00 $0.00 $0.00 $6,111.40
40,864.89 *** *** *** *** $65,444.77
*** *** *** *** *** $965.97
$40,864.89 $0.00 $0.00 $0.00 $0.00 $86,410.74
63,360.00 63,360.00 10,560.00 0.00 0.00 $190,080.00
$63,360.00 $63,360.00 $10,560.00 $0.00 $0.00 $190,080.00
116,949.36 116,949.36 116,949.36 0.00 0.00 467,797.44
60,360.00 10,140.00 *** *** *** 128,000.00
121,196.16 121,196.16 100,996.80 0.00 0.00 454,556.66
110
EQUIPMENT LEASES JAN. 30, 1997
NAME/DESCRIPTION OF EQUIPMENT/LOCATION LEASE TERMS MO. PAYMENT 1996
----------- ----------- ----
WASHINGTON, DC BUILDING LEASE **See Note 3,500.00 62,158.38
TOTAL: $27,945.46 $347,775.28
TOTALS PER NORTHCORP $52,959.21 $574,548.80
CSW ASSOCIATES:
COPIERS
MITA 6090 (MIAMI) 36 Months 12/95 to 12/98 $859.00 $6,013.00
MITA 8090 (MIAMI) 36 Months 12/95 to 12/98 $859.00 $6,013.00
LEASES EXPIRED IN 1995 $0.00 ***
TOTAL: $1,718.00 $12,026.00
PITNEY XXXXX MAIL MACHINE
MAIL MACHINES, SCALES, METERS (MIAMI) 36 Months 12/95 to 12/98 $1,395.90 $9,247.83
(4 MOS. @ $1221.41, 8 MOS. @ $1395.90)
TOTAL: $1,395.90 $9,247.83
BUILDINGS
MIAMI BUILDING LEASE 60 Months 9/8/95 to 9/7/00 12,010.92 84,076.44
TOTAL: $12,010.92 $84,076.44
TOTALS PER CSW ASSOCIATES: $15,124.82 $105,350.27
PRIME TEMPUS:
BUILDINGS
AUSTIN BUILDING LEASE 48 Months 5/1/93 to 4/30/97 2,878.75 34,545.00
TOTAL: $2,878.75 $34,545.00
EQUIPMENT
EQUIPMENT LEASES Xxxxxx feels it started in '91 fo 60 months. $181.86 2,182.32
TOTAL $181.86 $2,182.32
TOTAL PER PRIME TEMPUS $3,060.61 $36,727.32
EASTERN
BUILDINGS
BUILDING LEASE -Xxxxxx Xxxxx **Oct. 1, 1996 to Sept. 30, 1997 2,739.00 8,217.00
TOTAL: $2,739.00 $8,217.00
EQUIPMENT
Copelco - Milolta Copier 36 Months 10/94-09/97 $179.00 537.00
TOTAL $179.00 $537.00
TOTAL EASTERN $2,918.00 $8,754.00
TOTAL PER CROWN NORTHCORP $79,635.59 $751,334.55
1997 1998 1999 2000 2001 TOTAL
---- ---- ---- ---- ---- -----
*** *** *** *** *** 62,158.38
$298,505.52 $248,285.52 $217,946.16 $0.00 $0.00 $1,112,512.48
$515,481.81 $424,396.92 $256,694.01 $0.00 $0.00 $1,771,121.54
*** *** *** *** *** 6,013.00
*** *** *** *** *** 6,013.00
*** *** *** *** *** 0.00
$0.00 $0.00 $0.00 $0.00 $0.00 $12,026.00
$0.00 $0.00 $0.00 $0.00 $0.00 9,247.83
$0.00 $0.00 $0.00 $0.00 $0.00 $9,247.83
0.00 0.00 0.00 0.00 0.00 84,076.44
$0.00 $0.00 $0.00 $0.00 $0.00 $84,076.44
$0.00 $0.00 $0.00 $0.00 $0.00 $106,350.27
11,515.00 *** *** *** *** 46,060.00
$11,515.00 $0.00 $0.00 $0.00 $0.00 $46,060.00
*** *** *** *** *** 2,182.32
$0.00 $0.00 $0.00 $0.00 $0.00 $2,182.32
$11,515.00 $0.00 $0.00 $0.00 $0.00 $48,242.32
32,856.00 41,073.00
$32,856.00 $0.00 $0.00 $0.00 $0.00 $41,073.00
1,611.00 0.00 0.00 0.00 0.00 2,148.00
$1,611.00 $0.00 $0.00 $0.00 $0.00 $2,148.00
$34,467.00 $0.00 $0.00 $0.00 $0.00 $43,221.00
$564,889.47 $424,396.92 $256,694.01 $0.00 $0.00 $1,997,314.95
** - Jan-Oct - rent was on NorthCorp's books. Oct-Dec. - rent was on Eastern's
books still waiting to locate a copy of the lease.
*** - N/A
111
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: Crown
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-400 Include: All assets
includes Section 179
---------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr Basis Beg A/Depr Curr Depr End A/Depr
--------------------------------------------------------------------------------------------------------------------------------
A/C# 100 FURNITURE/FIXTURES/EQUIP
----------------------------------------------
01-Jul-91 M FURNITURE AND EQUIPMENT M*200 7.00 6444.58 0.00 6444.58 5006.31 547.91 5554.22
01-Jul-92 M OFFICE FURNITURE MA200 7.00 3584.93 3584.93 0.00 3584.93 0.00 3584.93
01-Oct-92 X X COMPUTER EQUIPMENT M*200 5.00 54726.35 3915.00 50811.35 44299.94 2085.28 46385.22
01-Oct-92 X X COMPUTER EQUIPMENT MA200 5.00 2500.00 2500.00 0.00 2500.00 0.00 2500.00
01-Jan-93 X X COMPUTER EQUIPMENT MA200 5.00 10430.00 10430.00 0.00 10430.00 0.00 10430.00
01-Mar-93 X X COMPUTER EQUIPMENT MA200 5.00 2735.25 2735.25 0.00 2735.25 0.00 2735.25
01-Aug-93 X X COMPUTER EQUIPMENT MA200 5.00 21458.00 4335.00 17123.00 16526.60 739.71 17266.31
01-Sep-93 X X COMPUTER EQUIPMENT MA200 5.00 13030.00 0.00 13030.00 9277.60 562.86 9840.46
01-Oct-93 X X COMPUTER EQUIPMENT MA200 5.00 23229.76 0.00 23229.76 16539.90 1003.48 17543.38
21-Jan-94 M FAX MACHINE MA200 5.00 2921.47 2921.47 0.00 2921.47 0.00 2921.47
18-Feb-94 M HP LASERJET 4 & TRAY MA200 5.00 1648.61 1648.61 0.00 1648.61 0.00 1648.61
00-Xxx-00 X XXXXXXX 000XX & 0XX XXX XXXXXXX MA200 5.00 1790.00 1790.00 0.00 1790.00 0.00 1790.00
01-Apr-94 M R.E. SOFTWARE & PORTFOLIO MA200 5.00 4635.00 1140.00 3495.00 2538.00 838.80 3376.80
08-Sep-94 M CAR PHONE - XXXXX MA200 5.00 749.95 0.00 749.95 322.18 171.11 493.29
07-Oct-94 M COMPUTER DRIVE MA200 5.00 2528.00 0.00 2528.00 1086.80 576.48 1663.28
07-Oct-94 M COMPUTER DRIVE MA200 5.00 1347.00 0.00 1347.00 579.00 307.20 886.20
18-Oct-94 M MICRON COMPUTERS MA200 5.00 7490.00 0.00 7490.00 3221.00 1707.60 4928.60
21-Oct-94 M PHONE-XXXXXX MA200 5.00 327.77 0.00 327.77 140.71 74.82 215.53
27-Oct-94 M FILE SERVER & NETWORK UPGRADE MA200 5.00 9462.50 0.00 9462.50 4068.80 2157.48 6226.28
31-Oct-94 M XXXXXXXX,XXXXXXXX,XXX,XXXXX XX000 5.00 3996.28 0.00 3996.28 1718.51 911.11 2629.62
31-Oct-94 M 30% DOWNPAYMENT-FURNITURE @1251 DMA200 7.00 9615.65 0.00 9615.65 2992.33 1892.38 4884.71
31-Oct-94 M EXISTING FURNITURE @1251 XXXXXX XXX000 7.00 3418.00 0.00 3418.00 1063.71 672.65 1736.36
31-Oct-94 M VOICEMAIL MA200 7.00 9515.91 0.00 9515.91 2961.69 1872.63 4834.32
01-Nov-94 M COMPUTER & SOFTWARE MA200 5.00 1768.00 0.00 1768.00 760.00 403.20 1163.20
08-Nov-94 M FILE SERVER & NETWORK UPGRADE MA200 5.00 10550.69 0.00 10550.69 4537.08 2405.44 6942.52
11-Nov-94 M KEYBOARD,SWITCHED & CABLES MA200 5.00 697.00 0.00 697.00 299.80 158.88 458.68
29-Nov-94 M CABLING MA200 5.00 18462.89 0.00 18462.89 7938.96 4209.57 12148.53
30-Nov-94 M MODULAR UNITS MA200 7.00 9800.00 0.00 9800.00 3050.00 1928.57 4978.57
01-Dec-94 M FURNITURE MA200 7.00 19406.11 0.00 19406.11 6039.60 3819.00 9858.60
02-Dec-94 M MODULAR UNITS MA200 7.00 21507.29 0.00 21507.29 6693.51 4232.51 10926.02
00-Xxx-00 X X XXX XXXXXXXX'X XXXXX XX000 7.00 898.88 0.00 898.88 279.68 110.57 390.25
13-Dec-94 M CABLING MA200 5.00 13782.40 0.00 13782.40 5926.36 3142.42 9068.78
13-Dec-94 M CABLING MA200 5.00 3058.29 0.00 3058.29 1315.12 697.27 2012.39
13-Dec-94 M CABLING MA200 5.00 1522.69 0.00 1522.69 654.68 347.20 1001.88
16-Dec-94 M COMPUTER HARDWARE MA200 5.00 932.00 0.00 932.00 401.00 212.40 613.40
21-Dec-94 M COMPUTER ROOM WORKBENCH MA200 5.00 565.00 0.00 565.00 242.80 128.88 371.68
22-Dec-94 M FURNITURE DOWNPAYMENT MA200 7.00 2200.00 0.00 2200.00 685.00 432.86 1117.86
22-Dec-94 M VOICEMAIL MA200 7.00 9515.92 0.00 9515.92 2961.69 1872.64 4834.33
27-Dec-94 M RECEPTION AREA FURNITURE MA200 7.00 2619.58 0.00 2619.58 815.59 515.43 1331.02
29-Dec-94 M SPEAKER PHONES & PHONE MA200 7.00 1600.00 0.00 1600.00 497.86 314.90 812.76
01-Jan-95 ARCHITECTURAL SERVICES FOR 1251 DMA200 7.00 850.00 0.00 850.00 121.43 208.16 329.59
11-Jan-95 DEPOSIT ON FURNITURE ON 2/22/95 MA200 7.00 1500.00 0.00 1500.00 214.29 367.35 581.64
12-Jan-95 HP JET DIRECT EX ENET MA200 7.00 343.39 0.00 343.39 49.06 84.09 133.15
20-Jan-95 OFFICE FURNITURE MA200 7.00 5836.25 0.00 5836.25 833.75 1429.29 2263.04
00-Xxx-00 0XX XXXXX XXXX XXXXXX XX000 7.00 611.24 0.00 611.24 87.32 149.69 237.01
27-Jan-95 ARCHITECTURAL SERVICES FOR 1251 DMA200 7.00 2000.00 0.00 2000.00 285.71 489.80 775.51
00-Xxx-00 XXXXXXX XXXX XXX 0XX XXXXX XX000 7.00 951.75 0.00 951.75 135.96 233.08 369.04
01-Feb-95 FURNITURE MA200 7.00 13550.81 0.00 13550.81 1935.83 3318.57 5254.40
22-Feb-95 OFFICE FURNITURE MA200 7.00 4014.18 0.00 4014.18 573.45 983.07 1556.52
07-Mar-95 ARTWORK MA200 7.00 1484.37 0.00 1484.37 212.05 363.52 575.57
15-Mar-95 DOWN PAYMENT ON FURNITURE MA200 7.00 2800.00 0.00 2800.00 400.00 685.71 1085.71
27-Apr-95 BALANCE OF FURNITURE FOR ABOVE (3MA200 7.00 5034.14 0.00 5034.14 719.16 1232.85 1952.01
00-Xxx-00 0 XXXXXXXXX XX000 7.00 1750.90 0.00 1750.90 250.13 428.79 678.92
27-Apr-95 PAPER SHREDDER MA200 7.00 1728.02 0.00 1728.02 246.86 423.19 670.05
23-May-95 IBEKO E-KOMBO BINDING MACHINE MA200 7.00 631.58 0.00 631.58 90.23 154.67 244.90
23-May-95 7 5-DRAWER FILING CABINETS MA200 7.00 2539.84 0.00 2539.84 362.83 622.00 984.83
01-Sep-95 CONFERENCE SPEAKER PHONE-LAKEVIEWMA200 7.00 1604.00 0.00 1604.00 229.14 392.82 621.96
31-Dec-96 A 50% Deposit on Ti card MA200 5.00 2918.17 0.00 2918.17 0.00 583.63 583.63
31-Dec-96 A Proxima Projector & Case - Used MA200 5.00 4230.00 0.00 4230.00 0.00 846.00 846.00
Totals for ASSET A/C: 100 370850.39 35000.26 335850.13 187799.27 241848.79
Less: Disposed Assets (Curr Depr: 4501.90) 129008.24 23915.25 105092.99 102588.97 107090.87
--------- -------- --------- --------- ---------
Net Totals for ASSET A/C: 100 (59 assets) 241842.15 11085.01 230757.14 85210.30 54049.52 134757.92
========= ======== ========= ========= =========
----------------------------------------------
A/C# 200 COMPUTERS/COMPUTER EQUIP
----------------------------------------------
01-Feb-95 ADC INFO TECH MA200 5.00 6660.00 0.00 6660.00 1332.00 2131.20 3463.20
01-Mar-95 SAMSUNG 4MBX970NS SIMM MA200 5.00 166.48 0.00 166.48 33.30 53.27 86.57
01-Mar-95 SMC 10BT 16 BIT BOARD MA200 5.00 744.64 0.00 744.64 148.93 238.28 387.21
08-Mar-95 WINBOOK XP-NOTEBOOK COMPUTER MA200 5.00 2642.69 0.00 2642.69 528.54 845.66 1374.20
24-Mar-95 2 LAN REMOTE ROUTERS W/COMPRESSIOMA200 5.00 4653.00 0.00 4653.00 930.60 1488.96 2419.56
112
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: Crown
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-400 Include: All assets
includes Section 179
---------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr Basis Beg A/Depr Curr Depr End A/Depr
--------------------------------------------------------------------------------------------------------------------------------
28-Mar-95 MICRON COMPUTER ATO MODEL BOM MA200 5.00 1668.00 0.00 1668.00 333.60 533.76 867.36
01-Apr-95 MICRON COMPUTER ATO MODEL BOM MA200 5.00 1599.00 0.00 1599.00 319.80 511.68 831.48
14-Apr-95 32 RAM FOR FILESERVER MA200 5.00 1692.00 0.00 1692.00 338.40 541.44 879.84
14-Apr-95 5 MOTOROLA T-1 CSU/DSU, 3 SURGE PMA200 5.00 6456.04 0.00 6456.04 1291.21 2065.93 3357.14
20-Apr-95 4GB XXXX XXXXX XX000 5.00 1817.00 0.00 1817.00 363.40 581.44 944.84
26-Apr-95 XXXXXXXX'X OHIO LAW ON DISK MA200 5.00 1226.44 0.00 1226.44 245.29 392.46 637.75
05-May-95 2-ACER 486VLB W/ZIF 25 MA200 5.00 2327.90 0.00 2327.90 465.58 744.93 1210.51
26-May-95 ACER 486VLB DX4 W/ZIF 25 MA200 5.00 1176.22 0.00 1176.22 235.24 376.39 611.63
30-Jun-95 SOFTRACK V2 3@100, 1@250 MA200 5.00 3789.00 0.00 3789.00 757.80 1212.48 1970.28
00-Xxx-00 XXXXXX 0 XXXXXX XXXXX, 0 XX XXX'XXX000 5.00 3584.88 0.00 3584.88 716.98 1147.16 1864.14
30-Jun-95 WINBOOK NOTEBOOK MA200 5.00 2748.44 0.00 2748.44 549.69 879.50 1429.19
30-Jun-95 ESI-8710X DOMESTIC ADV XBASE SERVMA200 5.00 3151.25 0.00 3151.25 630.25 1008.40 1638.65
31-Jul-95 MS MAIL SERVER SOFTWARE MA200 5.00 2158.50 0.00 2158.50 431.70 690.72 1122.42
31-Jul-95 ACER 486VLB DX4 W/ZIF 25 MA200 5.00 1396.59 0.00 1396.59 279.32 446.91 726.23
31-Jul-95 PLATINUM SOFTWARE UPGRADE MA200 5.00 3501.11 0.00 3501.11 700.22 1120.36 1820.58
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 ACER 486VLB DX4 W/ZIF25 @$1165.00MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
01-Aug-95 MICRON COMPUTER ATO MODEL BOM MA200 5.00 1668.00 0.00 1668.00 333.60 533.76 867.36
01-Aug-95 MICRON COMPUTER ATO MODEL BOM MA200 5.00 1668.00 0.00 1668.00 333.60 533.76 867.36
01-Aug-95 NOVELL LANALYZER FOR WIN V MA200 5.00 1005.59 0.00 1005.59 201.12 321.79 522.91
00-Xxx-00 0 - 0XX 00XXX 0X00 00XX XXXX XX000 5.00 814.00 0.00 814.00 162.80 260.48 423.28
00-Xxx-00 XXX 2.0 WIN 3.5 CROSSGRADE DIR. MA200 5.00 1322.54 0.00 1322.54 264.51 423.21 687.72
18-Sep-95 AMD 486DX4/100 MHZ 3.3V MA200 5.00 8155.00 0.00 8155.00 1631.00 2609.60 4240.60
01-Oct-95 4 MICRON COMPUTERS ATO MODEL BOM MA200 5.00 6455.00 0.00 6455.00 1291.00 2065.60 3356.60
02-Oct-95 LAN 2 NAN MPR REMOTE MA200 5.00 2115.00 0.00 2115.00 423.00 676.80 1099.80
12-Oct-95 3 - HOT SWAP XXXX, XXXXX, XXXXX, XX000 5.00 5865.94 0.00 5865.94 1173.19 1877.10 3050.29
00-Xxx-00 XXXXXXX 00 XXXXXXXX XX000 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
07-Nov-95 4-HP LASERDIRECT MA200 5.00 1342.87 0.00 1342.87 268.57 429.72 698.29
01-Dec-95 4-486 DX2-66 PCI SYSTEMS MA200 5.00 6622.48 0.00 6622.48 1324.50 2119.19 3443.69
01-Dec-95 486 DX2-66 PCI SYSTEM MA200 5.00 1636.02 0.00 1636.02 327.20 523.53 850.73
01-Dec-95 SCINET CD MANAGER, 100 USER MA200 5.00 905.00 0.00 905.00 181.00 289.60 470.60
01-Dec-95 486 DX2-66 PCI SYSTEM MA200 5.00 1636.02 0.00 1636.02 327.20 523.53 850.73
04-Dec-95 REPAIRS TO TAPE DRIVE MA200 5.00 325.00 0.00 325.00 65.00 104.00 169.00
11-Dec-95 TAPE BACK-UP SYSTEMS MA200 5.00 11329.20 0.00 11329.20 2265.84 3625.34 5891.18
12-Dec-95 APC SMART-UPS MA200 5.00 1121.40 0.00 1121.40 224.28 358.85 583.13
27-Dec-95 FILE SERVER COMPLETE W/16MG DISK MA200 5.00 28393.97 0.00 28393.97 5678.79 9086.07 14764.86
29-Dec-95 6 MODEMS MA200 5.00 1195.40 0.00 1195.40 239.08 382.53 621.61
01-Feb-96 A WinBook XP5 & carrying Case MA200 5.00 3476.94 0.00 3476.94 0.00 695.39 695.39
01-Mar-96 A WinBook XP5 & Carrying Case MA200 5.00 4221.31 0.00 4221.31 0.00 844.26 844.26
01-Mar-96 A CSW Computers MA200 5.00 1324.39 0.00 1324.39 0.00 264.88 264.88
01-Mar-96 A Pentium 75 MA200 5.00 1340.91 0.00 1340.91 0.00 268.18 268.18
01-Apr-96 A 100-199 User License of NetshieldMA200 5.00 5000.00 0.00 5000.00 0.00 1000.00 1000.00
01-Apr-96 A 4 WinBook XP5 & Carrying Case MA200 5.00 12677.06 0.00 12677.06 0.00 2535.41 2535.41
01-May-96 A Clientel Software MA200 5.00 6536.25 0.00 6536.25 0.00 1307.25 1307.25
Totals for ASSET A/C: 200 (56 assets) 182962.47 0.00 182962.47 29677.13 54398.76 84075.89
---------------------------------------------- ========= ==== ========= ======== ======== ========
A/C# 400 PROP UNDER CAPITAL LEASES
----------------------------------------------
01-Jul-92 M CAPITAL LEASES M*200 5.00 75351.49 0.00 75351.49 61517.00 8513.53 70030.53
01-Jul-92 M CAPITAL LEASES M*200 5.00 80363.95 2500.00 77863.95 69790.38 4968.35 77258.73
01-Jul-93 M TELEPHONE SYSTEM MA200 5.00 21027.50 0.00 21027.50 14972.00 2422.20 17394.20
Totals for ASSET A/C: 400 (3 assets) 176742.94 2500.00 174242.94 146279.38 15904.08 164683.46
========= ======= ========= ========= ======== =========
Grand Totals for all accounts: 730555.80 37500.26 693055.54 366255.78 490608.14
Less: Disposed assets (Curr Depr: 4501.90) 129008.24 23915.25 105092.99 102588.97 107090.87
--------- -------- --------- --------- ---------
Net Totals for all accounts: (118 assets) 601547.56 13585.01 587962.55 263666.81 124352.36 383517.27
========= ======== ========= ========= ========= =========
Codes that may appear next to date acquired: A-Addition, D-Disposal,
T-Traded, M-Mid Quarter Applied
113
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: CSW
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-200 Include: All assets
includes Section 179
---------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
A/C# 100 FURNITURE/FIXTURES/EQUIP
---------------------------------------------------
28-Feb-91D CELLULAR ONE - MOBILE PHONE MA200 5.0 475.94 0.00 475.94 432.17 8.75 440.92
28-Feb-91D SERMI - MOBILE PHONE MA200 5.0 159.00 0.00 159.00 144.43 2.91 147.34
15-Mar-91D ANTIQUES & FRAMED WORK M*200 7.0 1166.00 0.00 1166.00 932.75 116.63 1049.38
15-Jan-92D FAX MACHINE MA200 5.0 842.70 0.00 842.70 746.35 19.27 765.62
29-May-92D US LEASING INTERNATIONAL - RENEWAL M*200 7.0 346.41 0.00 346.41 237.70 27.18 264.88
09-Dec-92D FAX MODEM M*200 5.0 280.19 0.00 280.19 232.08 24.06 256.14
12-Feb-93D AMERICAN BUSINESS INTERIORS0NY FURN. M*200 7.0 9426.48 0.00 9426.48 5186.67 706.64 5893.31
12-Feb-93D AMERICAN BUSINESS INTERIORS-NY FURN. M*200 7.0 8864.67 0.00 8864.67 4877.54 664.52 5542.06
12-Feb-93D AMERICAN BUSINESS INTERIORS-NY FURN. M*200 7.0 2881.98 0.00 2881.98 1585.73 216.04 1801.77
22-Mar-93D SKYTECH - CELLULAR PHONE M*200 7.0 173.06 0.00 173.06 95.14 12.99 108.13
13-May-93D FRAMED ARTWORK M*200 7.0 361.16 0.00 361.16 198.68 27.08 225.76
23-Aug-93D FURNITURE MA200 7.0 3288.24 0.00 3288.24 1809.13 211.30 2020.43
30-Sep-93D FAX MACHINE MA200 7.0 378.01 0.00 378.01 208.29 24.25 232.54
20-Dec-93D QUALITY OFFICE FURNITURE - 18TH FLOOR MA200 7.0 11993.75 0.00 11993.75 6599.08 770.67 7369.75
31-Dec-93D REALCOM-PHONE SYSTEM CARD-18TH M*200 5.0 1917.00 0.00 1917.00 935.24 245.44 1180.68
28-Feb-94D ADAPTO-SHELVING-18TH MA200 7.0 2925.25 0.00 2925.25 1083.19 263.15 1346.34
28-Feb-94D QUALITY OFFICE FURNITURE-18TH MA200 7.0 3981.25 0.00 3981.25 1474.30 358.14 1832.44
28-Feb-94D REALCOM-TELEPHONE EQUIP.-18TH M*200 5.0 7486.95 0.00 7486.95 3653.39 958.39 4611.78
31-Mar-94D QUALITY OFFICE FURNITURE-18TH M*200 5.0 1095.00 0.00 1095.00 451.00 161.00 612.00
30-Apr-94D DECORA-4 FILE CABINETS MA200 7.0 1687.52 0.00 1687.52 624.78 151.82 776.60
22-May-95D QUALITY OFFICE FURNITURE-DESKS MA200 7.0 1698.62 0.00 1698.62 346.38 193.18 539.56
11-Oct-95D XXXX-DOWN PAYMENT ON PHONE SYSTEM (1/2) MA200 7.0 17968.51 0.00 17968.51 1069.55 3017.67 4087.22
12-Oct-95D DAVCOM-DATA & VOICE CABLING SYSTEM MA200 7.0 12212.15 0.00 12212.15 726.91 2050.94 2777.85
17-Oct-95D XXXXXX X. XXXX - 30% D.P. ON FURNITURE MA200 7.0 1255.00 0.00 1255.00 74.70 210.77 285.47
20-Oct-95D SAXON BUSINESS SYSTEMS MA200 7.0 2667.83 0.00 2667.83 158.80 448.04 606.84
00-Xxx-00X XXXXXX X. XXXX - 0 EXECUTIVE TILT CHAIRS MA200 7.0 856.40 0.00 856.40 20.39 149.29 169.68
19-Nov-95D XXXXXX X. XXXX - 2 WINGBACK GUEST CHAIRS MA200 7.0 651.00 0.00 651.00 15.50 113.48 128.98
19-Nov-95D XXXXXX X. XXXX - 2 LOVESEATS MA200 7.0 1043.00 0.00 1043.00 24.83 181.82 206.65
19-Nov-95D XXXXXX X. XXXX - 2 END TABLES MA200 7.0 376.60 0.00 376.60 8.97 65.65 74.62
20-Nov-95D DAVCOM-DATA & VOICE CABLING SYTSEM (1/2) MA200 7.0 15615.55 0.00 15615.55 371.80 2722.10 3093.90
30-Nov-95D RECYCLED SYSTEMS-8 WORKSTATIONS MA200 7.0 10040.96 0.00 10040.96 239.07 1750.34 1989.41
30-Nov-95D XXXX-FINAL PMT ON PHONE SYSTEM (1/2) MA200 7.0 17968.51 0.00 17968.51 427.82 3132.27 3560.09
--------- ---- --------- -------- -------- --------
Totals for ASSET A/C: 100 142084.69 0.00 142084.69 34992.36 53998.14
Less: Disposed Assets (Curr Depr: 19005.78) 142084.69 0.00 142084.69 34992.36 53998.14
--------- ---- --------- -------- --------
Net Totals for ASSET A/C: 100 (32 assets) 0.00 0.00 0.00 0.00 19005.78 0.00
========= ==== ========= ======== ======== ========
----------------------------------------------------
A/C# 200 COMPUTERS/COMPUTER EQUIP
----------------------------------------------------
20-Mar-91D SKYLINE SOFTWARE & INSTALLATION MA200 5.0 5603.30 0.00 5603.30 5086.26 103.41 5189.67
24-Apr-91D NETWORK FILE SERVER MA200 5.0 6076.19 0.00 6076.19 5516.04 112.03 5628.07
19-Jun-91D SKYLINE - CUSTOMIZATION OF A/P M*200 7.0 842.70 0.00 842.70 673.59 84.56 758.15
21-Oct-91D HARD DISK, TAPE BACK UPS, UPS MA200 5.0 5295.76 0.00 5295.76 4990.88 60.98 5051.86
25-Nov-91D NOVELL UPGRADE-FROM 2.15 TO 2.2 MA200 5.0 460.00 0.00 460.00 433.61 5.28 438.89
00-Xxx-00X XXXXXXXX-XXX XXXXXXXX, XXXXXXXX PLUS MA200 5.0 105.89 0.00 105.89 99.82 1.21 101.03
25-Nov-91D SKYLINE WORKSHOP TRAINING MA200 5.0 470.00 0.00 470.00 443.03 5.39 448.42
30-Dec-91D EPSON CQ2500 PRINTER M*200 7.0 500.00 0.00 500.00 387.14 28.22 415.36
07-Feb-92D SKYLINE - ONE YEAR TELEPHONE SUPPORT MA200 5.0 447.50 0.00 447.50 396.25 10.25 406.50
16-Mar-92D SOFTWARE M*200 7.0 129.60 0.00 129.60 89.89 9.93 99.82
29-May-92D SOFTWARE M*200 7.0 54.95 0.00 54.95 37.70 4.31 42.01
22-Jun-92D SOFTWARE M*200 7.0 105.95 0.00 105.95 73.14 8.20 81.34
13-Jul-92D SKYLINE - BATCHMAKER HISTORY INTERFACE M*200 5.0 1908.00 0.00 1908.00 1578.60 164.70 1743.30
18-Aug-92D SKYLINE - BATCHMAKER HISTORY INTERFACE M*200 5.0 1060.00 0.00 1060.00 876.85 91.58 968.43
18-Aug-92D NOVELL 3.11 LANSPOOL M*200 5.0 11752.63 0.00 11752.63 9722.01 1015.31 10737.32
14-Oct-92D SOFTWARE - BORLAND M*200 7.0 668.68 0.00 668.68 454.39 35.72 490.11
30-Apr-93D DISKOMP M*200 5.0 4387.85 0.00 4387.85 3124.11 631.87 3755.98
30-Apr-93D MAGIC BOX M*200 5.0 1968.95 0.00 1968.95 1401.88 283.54 1685.42
30-Apr-93D COMP USA M*200 5.0 1791.12 0.00 1791.12 1275.27 257.93 1533.20
30-Apr-93D MAGIC BOX M*200 5.0 202.35 0.00 202.35 144.08 29.14 173.22
30-Apr-93D MAGIC BOX M*200 5.0 7757.46 0.00 7757.46 5523.24 1117.11 6640.35
30-Apr-93D MAGIC BOX M*200 5.0 4520.41 0.00 4520.41 3218.50 650.96 3869.46
30-Apr-93D MAGIC BOX M*200 5.0 1320.60 0.00 1320.60 940.26 190.17 1130.43
02-Jun-93D MAGIC BOX - MONOCHROME MONITOR M*200 5.0 101.18 0.00 101.18 71.68 14.75 86.43
01-Sep-93D QUICKEN SOFTWARE M*200 5.0 34.95 0.00 34.95 24.22 2.68 26.90
01-Sep-93D SOFTA GROUP M*200 5.0 925.00 0.00 925.00 640.93 71.02 711.95
01-Sep-93D SOFTWARE M*200 5.0 78.09 0.00 78.09 54.12 5.99 60.11
01-Sep-93D SOFTWARE M*200 5.0 26.62 0.00 26.62 18.45 2.04 20.49
01-Sep-93D SOFTWARE - DATAPERFECT,WORDPERFECT UPGRADM*200 5.0 292.82 0.00 292.82 202.89 22.48 225.37
01-Sep-93D SOFTWARE M*200 5.0 1584.70 0.00 1584.70 1098.02 121.67 1219.69
01-Sep-93D SOFTWARE M*200 5.0 1054.70 0.00 1054.70 730.79 80.98 811.77
01-Sep-93D SOFTWARE M*200 5.0 301.97 0.00 301.97 209.24 23.18 232.42
31-Dec-93D MAGIC BOX-FILE SERVER UPGRADE M*200 5.0 4326.56 0.00 4326.56 2111.16 553.85 2665.01
31-Dec-93D CABLE RUNS/CONNECTIONS-18TH FLOOR M*200 5.0 4000.92 0.00 4000.92 1952.34 512.15 2464.49
31-Jan-94D BROAD MARKETING-10 COMPUTERS-18TH M*200 5.0 12726.75 0.00 12726.75 6210.43 1629.08 7839.51
28-Feb-94D HP LASERJET 4SI PRINTER & SOFTWARE MA200 7.0 3243.93 0.00 3243.93 1464.56 254.20 1718.76
28-Feb-94D MAGIC BOX - FUTURUS TEAM UPGRADE MA200 7.0 2018.18 0.00 2018.18 911.46 158.10 1069.56
114
includes Section 179
---------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
31-Mar-94D BROAD MARKETING-3 COMPUTERS-18TH M*200 5.0 3818.03 0.00 3818.03 1863.46 488.64 2352.10
31-Mar-94D FUTURUS CORP-FUTURUS TEAM UPGRADE M*200 5.0 460.75 0.00 460.75 224.75 59.00 283.75
31-May-94D MAGIC BOX-FILE SERVER UPGRADE M*200 5.0 5494.87 0.00 5494.87 2681.52 703.34 3384.86
24-Jan-95D LEASE TECH - COMPUTER EQUIPMENT MA200 5.0 2277.00 1712.00 565.00 1870.60 81.28 1951.88
14-Mar-95D LEASE TECH - COMPUTER EQUIPMENT MA200 5.0 2500.00 0.00 2500.00 700.00 360.00 1060.00
20-Apr-95D US CONNECT - NETWORK UPGRADE MA200 5.0 15788.69 15788.69 0.00 15788.69 0.00 15788.69
22-Dec-95D DINERS-SOUND ADVICE-IBM APTIVA COMPUTER MA200 5.0 2874.43 0.00 2874.43 95.82 694.65 790.47
29-Dec-95D PERIFITECH-TAPE BACKUP SYSTEM MA200 5.0 4217.77 0.00 4217.77 140.59 1019.30 1159.89
01-Feb-96D ADC INFORMATION TECHNOLOGIES MA200 5.0 3384.00 0.00 3384.00 0.00 0.00 0.00
07-Feb-96D CDW COMPUTERS MA200 5.0 1130.88 0.00 1130.88 0.00 0.00 0.00
01-Mar-96D PERIFITEC-MIAMI SERVER MA200 5.0 22909.83 0.00 22909.83 0.00 0.00 0.00
19-Mar-96D COMPUTER PLANET, INC. MA200 5.0 6540.00 0.00 6540.00 0.00 0.00 0.00
00-Xxx-00X XXXXX-XXXXX XX XX#00000 MA200 5.0 2515.00 0.00 2515.00 0.00 0.00 0.00
01-May-96D 15 PENTIUM WORKSTATIONS-UPGRADES MA200 5.0 18420.00 0.00 18420.00 0.00 0.00 0.00
01-Jul-96D 9 PENTIUM WORKSTATIONS-UPGRADES MA200 5.0 11106.00 0.00 11106.00 0.00 0.00 0.00
01-Jul-96D 5 PENTIUM WORKSTATIONS-UPGRADES MA200 5.0 6170.00 0.00 6170.00 0.00 0.00 0.00
01-Jul-96D PENTIUM WORKSTATION-UPGRADE MA200 5.0 1234.00 0.00 1234.00 0.00 0.00 0.00
01-Jul-96D PENTIUM WORKSTATION-UPGRADE MA200 5.0 1234.00 0.00 1234.00 0.00 0.00 0.00
01-Jul-96D PENTIUM WORKSTATION-UPGRADE MA200 5.0 1234.00 0.00 1234.00 0.00 0.00 0.00
01-Jul-96D PENTIUM WORKSTATION-UPGRADE MA200 5.0 1234.00 0.00 1234.00 0.00 0.00 0.00
01-Jul-96D SOFTRACK SOFTWARE-ON TECHNOLOGY MA200 5.0 1195.00 0.00 1195.00 0.00 0.00 0.00
--------- -------- --------- -------- -------- --------
Totals for ASSET A/C: 200 203884.51 17500.69 186383.82 85552.26 97312.44
Less: Disposed Assets (Curr Depr: 11760.18) 203884.51 17500.69 186383.82 85552.26 97312.44
--------- -------- --------- -------- --------
Net Totals for ASSET A/C: 200 (58 assets) 0.00 0.00 0.00 0.00 11760.18 0.00
========= ======== ========= ======== ======== ========
Grand Totals for all accounts: 345969.20 17500.69 328468.51 120544.62 151310.58
Less: Disposed assets (Curr Depr: 30765.96) 345969.20 17500.69 328468.51 120544.62 151310.58
--------- -------- --------- --------- ---------
Net Totals for all accounts: (90 assets) 0.00 0.00 0.00 0.00 30765.96 0.00
========= ======== ========= ========= ======== =========
Codes that may appear next to date acquired: A-Addition, T-Traded, M-Mid
Quarter Applied
115
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: Tempus
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-200 Include: All assets
includes Section 179
----------------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beginning A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
A/C# 100 FURNITURE/FIXTURES/EQUIP
-----------------------------------------
01-Mar-93 PANASONIC KXE708 TYPEWRITER M*200 5.0000 55.00 55.00 0.00 55.00 0.00 55.00
01-Mar-93 AT&T MERLIN SYSTEM MA200 5.0000 250.00 250.00 0.00 250.00 0.00 250.00
01-Mar-93D BLACK ARM CHAIR M*200 5.0000 7.00 7.00 0.00 7.00 0.00 7.00
01-Mar-93 BLACK LEGAL 4 DR FILE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 BLACK LEGAL 4 DR FILE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 BLACK LEGAL 4 DR FILE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 BLACK LEGAL 4 DR FILE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93D BLACK TOP CREDENZA M*200 5.0000 15.00 15.00 0.00 15.00 0.00 15.00
01-Mar-93D BLACK TOP DESK M*200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 BLOND 2-DOOR CREDENZA M*200 5.0000 15.00 15.00 0.00 15.00 0.00 15.00
01-Mar-93 BLOND 2-DOOR CREDENZA M*200 5.0000 15.00 15.00 0.00 15.00 0.00 15.00
01-Mar-93D BLOND COMPUTER DESK M*200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 BLOND COMPUTER TABLE M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 BLOND DBL PED DESK M*200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 BLOND DESK LEFT RETURN M*200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93 BLOND SIDE TABLE M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 BLUE SIDE CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 BLUE SIDE CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 BOOKSHELF/5 SHELF LT OAK M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 BRASS 2 BULB LAMP M*200 5.0000 8.00 8.00 0.00 8.00 0.00 8.00
01-Mar-93 BUFF SWIVEL ARM CHAIR M*200 5.0000 7.00 7.00 0.00 7.00 0.00 7.00
01-Mar-93 BURGUNDY SWIVEL ARM CHAIR M*200 5.0000 7.00 7.00 0.00 7.00 0.00 7.00
01-Mar-93 CABINET W/WORK TOP M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93D XXXXXX 350 FAX M*200 5.0000 75.00 75.00 0.00 75.00 0.00 75.00
01-Mar-93 COMPUTER TABLE W/DRAWER M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 CRANBERRY SCREEN M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 DURER PRINT/FRAME M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D EARLY AMERICAN CREDENZA M*200 5.0000 15.00 15.00 0.00 15.00 0.00 15.00
01-Mar-93D EARLY AMERICAN EXECUTIVE DESK M*200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 FOLDING TABLE 3' M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 FOLDING TABLE 5' M*200 5.0000 7.00 7.00 0.00 7.00 0.00 7.00
01-Mar-93 GRAPHICS PRINT/FRAME M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 GREY 2 DOOR STORAGE CABINET M*200 5.0000 15.00 15.00 0.00 15.00 0.00 15.00
01-Mar-93 GREY STENO CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 GREY STENO CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 GREY STENO CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 GREY STENO CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 GREY STENO CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 GREY STENO CHAIR M*200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D GREY SWIVEL ARM CHAIR M*200 5.0000 7.00 7.00 0.00 7.00 0.00 7.00
01-Mar-93 LGL 2DR BUFF LTL FILE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 2 DR CREAM LTL FILE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 2 DR CREAM LTL FILE MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93D LGL 3 DR PUTTY FILES HON MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 3 DR PUTTY FILES HON MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 4 DR BUFF FILES A-H MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 4 DR BUFF FILES A-H MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 4 DR BUFF FILES A-H MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LGL 4 DR PUTTY FILES HON MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 LIBRARY TABLE MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 LIVE CORN PLANT POTTED MA200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93D MICROFICHE VIEWER MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
00-Xxx-00 XXXX XXXXXXXX XX000 5.0000 15.00 15.00 0.00 15.00 0.00 15.00
01-Mar-93 NAVY EXECUTIVE DESK MA200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93D OAK DBL PED DESK MA200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93D OATMEAL SIDE CHAIR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D OATMEAL SIDE CHAIR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 OATMEAL SIDE CHAIR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 OATMEAL SIDE CHAIR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D PANASONIC KXE400 TYPEWRITER MA200 5.0000 45.00 45.00 0.00 45.00 0.00 45.00
01-Mar-93 PR PICASSO PRINTS MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 PR TIBURON PINK/GREEN PRINTS MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93D PUTTY METAL PRINTER STAND MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D ROUND GOLD TABLE MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 SET OF 3 BLUR-GREY PLANT STANDMA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D SHARP CALCULATOR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
00-Xxx-00 XXXXX XXXX X/XXXXXXX XX000 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93D SONY BM810T TRANSCRIBER MA200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 XXXXX BLUE/RED OIL MA200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 TI CALCULATOR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 TI CALCULATOR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 TI CALCULATOR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 TI CALCULATOR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 TI CALCULATOR MA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
01-Mar-93 TIE BUSINESSCOM SYSTEM 20 MA200 5.0000 30.00 30.00 0.00 30.00 0.00 30.00
01-Mar-93 TYPEWRITER STAND/DBL DROP LEAFMA200 5.0000 5.00 5.00 0.00 5.00 0.00 5.00
116
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: Tempus
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-200 Include: All assets
includes Section 179
----------------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beginning A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
01-Mar-93 WALNUT DESK W/RT RETURN MA200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93 WALNUT TYPING TABLE MA200 5.0000 7.00 7.00 0.00 7.00 0.00 7.00
01-Apr-93 XXXXXX COPIER M*200 5.0000 4496.00 0.00 4496.00 3813.98 389.73 4203.71
01-May-93 ALMOND REFRIGERATOR MA200 5.0000 181.00 181.00 0.00 181.00 0.00 181.00
01-May-93D BLUE/CHROME ARM CHAIR MA200 5.0000 7.90 7.90 0.00 7.90 0.00 7.90
01-May-93D BLUE/CHROME ARM CHAIR MA200 5.0000 7.90 7.90 0.00 7.90 0.00 7.90
01-May-93D BLUE/CHROME ARM CHAIR MA200 5.0000 7.90 7.90 0.00 7.90 0.00 7.90
01-May-93D BLUE/CHROME ARM CHAIR MA200 5.0000 7.90 7.90 0.00 7.90 0.00 7.90
01-May-93 BOOKSHELF/3 SHELF MA200 5.0000 36.73 36.73 0.00 36.73 0.00 36.73
01-May-93 GREY SWIVEL ARM CHAIR M*200 5.0000 48.60 48.60 0.00 48.60 0.00 48.60
01-May-93 XXXXXX CARD KEY UNIT M*200 5.0000 332.64 332.64 0.00 332.64 0.00 332.64
01-May-93D LGL BLACK 5 DR FILE M*200 5.0000 40.00 40.00 0.00 40.00 0.00 40.00
01-May-93 NARROW FOLDING TABLE MA200 5.0000 22.60 22.60 0.00 22.60 0.00 22.60
00-Xxx-00X XXXX XXXXXX CAFE TABLE MA200 5.0000 45.34 45.34 0.00 45.34 0.00 45.34
01-May-93 TABLE-ADJUSTABLE MA200 5.0000 5.60 5.60 0.00 5.60 0.00 5.60
01-May-93 TAN ROOM DIVIDER M*200 5.0000 5.60 5.60 0.00 5.60 0.00 5.60
01-Jul-93 MICROWAVE OVEN MA200 5.0000 77.50 77.50 0.00 77.50 0.00 77.50
01-Aug-93 PHONE SETS (7) MA200 5.0000 1200.00 1200.00 0.00 1200.00 0.00 1200.00
01-Sep-93 XXXXX SIDE CHAIR MA200 5.0000 54.00 54.00 0.00 54.00 0.00 54.00
01-Sep-93 XXXXX SIDE CHAIR MA200 5.0000 54.00 54.00 0.00 54.00 0.00 54.00
01-Sep-93 KEYBOARD DRAWER MA200 5.0000 32.39 32.39 0.00 32.39 0.00 32.39
01-Sep-93 KEYBOARD DRAWER MA200 5.0000 32.39 32.39 0.00 32.39 0.00 32.39
01-Sep-93 MONITOR ARM MA200 5.0000 53.85 53.85 0.00 53.85 0.00 53.85
00-Xxx-00X XXX XXX STAND SMALL MA200 5.0000 54.00 54.00 0.00 54.00 0.00 54.00
00-Xxx-00 XXX XXX XXXXX XXXXX XX000 5.0000 113.40 113.40 0.00 113.40 0.00 113.40
01-Sep-93 WALNUT EXECUTIVE DESK MA200 5.0000 210.60 210.60 0.00 210.60 0.00 210.60
00-Xxx-00 XXXXX XXXXXXXX XX000 5.0000 195.92 195.92 0.00 195.92 0.00 195.92
01-Sep-93 WHITE DESK MA200 5.0000 207.77 207.77 0.00 207.77 0.00 207.77
01-Jan-94 XXXXXX COPIER-UPGRADE MA200 5.0000 4244.71 0.00 4244.71 2105.43 855.71 2961.14
01-Aug-94D TAN 2 DOOR STORAGE CABINET MA200 5.0000 50.00 0.00 50.00 26.38 4.72 31.10
01-Sep-94 BROTHER FAX 620 MA200 5.0000 324.23 0.00 324.23 172.63 60.64 233.27
01-Sep-94 IBCO BINDER MA200 5.0000 216.21 0.00 216.21 114.81 40.56 155.37
01-Feb-95 6 WHITE CONFERENCE SIDE CHAIRSMA200 7.0000 614.58 0.00 614.58 166.82 127.93 294.75
01-Feb-95 CONFERENCE TABLE MA200 7.0000 616.62 0.00 616.62 167.37 128.36 295.73
01-Jun-96 NEC 461 FAX MA200 5.0000 482.24 0.00 482.24 0.00 96.45 96.45
Totals for ASSET A/C: 100 15235.12 4190.53 11044.59 10757.95 12462.05
Less: Disposed Assets (Curr Depr: 4.72) 519.94 469.94 50.00 496.32 501.04
--------- -------- --------- ---------- ---------
Net Totals for ASSET A/C: 100 (111 assets) 14715.18 3720.59 10994.59 10261.63 1704.10 11961.01
========= ======== ========= ========== ======= =========
-----------------------------------------
A/C# 200 COMPUTERS/COMPUTER EQUIP
-----------------------------------------
01-Mar-93 1.2 MB FLOPPY DRIVE M*200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 ACCPAC SOFTWARE M*200 5.0000 75.00 75.00 0.00 75.00 0.00 75.00
01-Mar-93 ASA 386SX PC/MM/LF M*200 5.0000 50.00 50.00 0.00 50.00 0.00 50.00
01-Mar-93 ASA 386SX PC/MM/LF M*200 5.0000 50.00 50.00 0.00 50.00 0.00 50.00
01-Mar-93 ASA PC/MM/LF M*200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93D AXIS 386/25 - NO HD/MM/LF M*200 5.0000 300.00 300.00 0.00 300.00 0.00 300.00
01-Mar-93 COMPUTER SOFTWARE M*200 5.0000 80.00 80.00 0.00 80.00 0.00 80.00
01-Mar-93D DTK TECH 1200 PC/CM/BF M*200 5.0000 75.00 75.00 0.00 75.00 0.00 75.00
01-Mar-93 DTK TECH 1200 PC/MM/LF M*200 5.0000 75.00 75.00 0.00 75.00 0.00 75.00
01-Mar-93 EXTERNAL MODEL W/CABLE M*200 5.0000 10.00 10.00 0.00 10.00 0.00 10.00
01-Mar-93 NETWARE 286 SOFTWARE M*200 5.0000 100.00 100.00 0.00 100.00 0.00 100.00
01-Mar-93 PANASONIC KPX1080I PRINTER M*200 5.0000 20.00 20.00 0.00 20.00 0.00 20.00
01-Mar-93 PANASONIC KPX1191 PRINTER M*200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93 PANASONIC KPX1191 PRINTER M*200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93 PANASONIC KPX1595 PRINTER M*200 5.0000 30.00 30.00 0.00 30.00 0.00 30.00
01-Mar-93 PANASONIC KXP1191 PRINTER M*200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93 PANASONIC KXP1191 PRINTER M*200 5.0000 25.00 25.00 0.00 25.00 0.00 25.00
01-Mar-93D POWER SUPPLY M*200 5.0000 60.00 60.00 0.00 60.00 0.00 60.00
01-Mar-93 T1200YE LAPTOP/SF M*200 5.0000 70.00 70.00 0.00 70.00 0.00 70.00
01-Mar-93 WP5.1/LOTUS SOFTWARE/INSTALL M*200 5.0000 50.00 50.00 0.00 50.00 0.00 50.00
00-Xxx-00 XXXXX LASER PRINTER MA200 5.0000 2511.42 2511.42 0.00 2511.42 0.00 2511.42
01-May-93 HARD DRIVES, MEMORY CHIPS MA200 5.0000 1180.32 1180.32 0.00 1180.32 0.00 1180.32
01-Jun-93 PC386DX/CM/BF MA200 5.0000 679.52 679.52 0.00 679.52 0.00 679.52
01-Jun-93 PC ANYWHERE (2) M*200 5.0000 313.20 0.00 313.20 147.10 94.91 242.01
01-Jun-93 REBUILD 2 PC'S MA200 5.0000 152.92 152.92 0.00 152.92 0.00 152.92
01-Jun-93 SERIAL MODEM CABLES (2) M*200 5.0000 16.20 0.00 16.20 7.59 4.92 12.51
01-Jun-93 VOLTAGE ADAPTOR M*200 5.0000 19.44 0.00 19.44 9.15 5.88 15.03
01-Oct-93 ARCNET CARDS (2) M*200 5.0000 162.00 162.00 0.00 162.00 0.00 162.00
00-Xxx-00 XXXXXX CARD M*200 5.0000 81.00 81.00 0.00 81.00 0.00 81.00
01-Nov-93 ARCNET HUB M*200 5.0000 523.80 523.80 0.00 523.80 0.00 523.80
01-Jan-94 ACT SOFTWARE MA200 5.0000 302.02 0.00 302.02 149.44 61.03 210.47
01-Feb-94 386 FILE SERVER/CM MA200 5.0000 2646.00 0.00 2646.00 1324.14 528.74 1852.88
01-Feb-94 LOTUS 2.4 MA200 5.0000 128.00 0.00 128.00 61.73 26.51 88.24
01-Feb-94 NOVELL 3.12 MA200 5.0000 1107.92 0.00 1107.92 537.79 228.05 765.84
01-Jan-95 3.5" XXXX XXXXX XX000 5.0000 55.03 0.00 55.03 17.61 14.97 32.58
117
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: Tempus
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-200 Include: All assets
includes Section 179
----------------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beginning A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
01-Jan-95 G/L TOOLKIT (ACCPAC) MA200 5.0000 334.81 0.00 334.81 107.14 91.07 198.21
00-Xxx-00 XXXXX XXXXXX XXXXX XX000 5.0000 188.67 0.00 188.67 60.37 51.32 111.69
01-Jan-95 INTERNAL MODEL MA200 5.0000 129.59 0.00 129.59 41.47 35.25 76.72
01-Feb-95 COLORADO TAPE BACKUP MA200 5.0000 193.32 0.00 193.32 61.86 52.58 114.44
01-May-95 NETSHIELD VIRUSCAN MA200 5.0000 272.00 0.00 272.00 87.04 73.98 161.02
15-Jan-96 APC-SMART UPS MA200 5.0000 419.70 0.00 419.70 0.00 83.94 83.94
--------- -------- -------- --------- -------- ---------
Totals for ASSET A/C: 200 12606.88 6480.98 6125.90 9093.41 10446.56
Less: Disposed Assets (Curr Depr: 0.00) 435.00 435.00 0.00 435.00 435.00
--------- -------- -------- --------- ---------
Net Totals for ASSET A/C: 200 (41 assets) 12171.88 6045.98 6125.90 8658.41 1353.15 10011.56
========= ======== ======== ========= ======== =========
Grand Totals for all accounts: 27842.00 10671.51 17170.49 19851.36 22908.61
Less: Disposed assets (Curr Depr: 4.72) 954.94 904.94 50.00 931.32 936.04
--------- -------- -------- --------- ---------
Net Totals for all accounts: (152 assets) 26887.06 9766.57 17120.49 18920.04 3057.25 21972.57
========= ======== ======== ========= ======== =========
Codes that may appear next to date acquired: A-Addition, D-Disposal,
T-Traded, M-Mid Quarter Applied
118
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
A/C# 100 FURNITURE/FIXTURES/EQUIP
-------------------------------------------------------
13-Feb-90M CONFERENCE TABLE & RECEPTION DESK M*200 5.00 650.00 0.00 650.00 650.00 0.00 650.00
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 172.88 0.00 172.88 172.88 0.00 172.88
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 170.87 0.00 170.87 170.87 0.00 170.87
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
15-Mar-90M DEPOSIT/BALANCE ON CHAIRS M*200 5.00 194.64 0.00 194.64 194.64 0.00 194.64
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
16-Mar-90M 4 EXEC DESKS & CRED/2 JR. DESKS & CRED. M*200 5.00 550.00 0.00 550.00 550.00 0.00 550.00
02-Apr-90M RICOH COPIER #5070 M*200 5.00 2726.58 0.00 2726.58 2726.58 0.00 2726.58
05-Apr-90M RECEPTION SOFA M*200 5.00 431.25 0.00 431.25 431.25 0.00 431.25
05-Apr-90M RECEPTION CHAIRS M*200 5.00 431.24 0.00 431.24 431.24 0.00 431.24
05-Apr-90M RECEPTION CHAIRS M*200 5.00 431.24 0.00 431.24 431.24 0.00 431.24
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
06-Apr-90M 10 CONFERENCE ROOM CHAIRS M*200 5.00 208.44 0.00 208.44 208.44 0.00 208.44
20-Apr-90M REFRIGERATOR M*200 5.00 653.27 0.00 653.27 653.27 0.00 653.27
26-Apr-90M FAX MACHINE M*200 5.00 915.21 0.00 915.21 915.21 0.00 915.21
01-May-90M 3 OFFICE CHAIRS M*200 5.00 202.68 0.00 202.68 202.68 0.00 202.68
01-May-90M 3 OFFICE CHAIRS M*200 5.00 202.68 0.00 202.68 202.68 0.00 202.68
01-May-90M 3 OFFICE CHAIRS M*200 5.00 202.68 0.00 202.68 202.68 0.00 202.68
15-May-90M TELEPHONES M*200 5.00 653.40 0.00 653.40 653.40 0.00 653.40
06-Jul-90M TOSHIBA 00000 00 BTM PHONE & JACKS M*200 5.00 535.75 0.00 535.75 535.75 0.00 535.75
26-Jul-90M 3 SECRETARIAL DESKS M*200 5.00 418.51 0.00 418.51 418.51 0.00 418.51
26-Jul-90M 3 SECRETARIAL DESKS M*200 5.00 418.52 0.00 418.52 418.52 0.00 418.52
26-Jul-90M 3 SECRETARIAL DESKS M*200 5.00 418.51 0.00 418.51 418.51 0.00 418.51
27-Aug-90M 4 TOSHIBA EKT65105 PHONES/1 TOSHIBA PEKU M*200 5.00 2088.14 0.00 2088.14 2088.14 0.00 2088.14
12-Sep-90M 0 XXX XXXXXXXX/XXXX X*000 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 8 2-DRAWER FILING CABINETS/3 4-DRAWER/1 LEGM*200 5.00 75.00 0.00 75.00 75.00 0.00 75.00
12-Sep-90M 0 XXX XXXXXXXX/XXXX X*000 5.00 200.00 0.00 200.00 200.00 0.00 200.00
12-Sep-90M 8 2-DRAWER FILING CABINETS/3 4-DRAWER/1 LEGM*200 5.00 75.00 0.00 75.00 75.00 0.00 75.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/BRONZE BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/BRONZE BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 2 DRAWER LATERAL FILE CABINET M*200 5.00 50.00 0.00 50.00 50.00 0.00 50.00
12-Sep-90M 1 OAK DESK M*200 5.00 150.00 0.00 150.00 150.00 0.00 150.00
12-Sep-90M 1 WALNUT CREDENZA & DESK M*200 5.00 150.00 0.00 150.00 150.00 0.00 150.00
12-Sep-90M 1 WALNUT SECRETARIAL DESK M*200 5.00 50.00 0.00 50.00 50.00 0.00 50.00
12-Sep-90M 1 DARK XXXXX LEATHER EXEC CHAIR M*200 5.00 75.00 0.00 75.00 75.00 0.00 75.00
12-Sep-90M 1 WALNUT CREDENZA/DESK/ENDTABLE M*200 5.00 25.00 0.00 25.00 25.00 0.00 25.00
12-Sep-90M 1 LAMP TABLE M*200 5.00 55.00 0.00 55.00 55.00 0.00 55.00
12-Sep-90M 1 WALNUT CREDENZA/DESK/ENDTABLE M*200 5.00 50.00 0.00 50.00 50.00 0.00 50.00
12-Sep-90M 14 PLANTERS M*200 5.00 70.00 0.00 70.00 70.00 0.00 70.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/SWIVEL BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 1 WALNUT CREDENZA/DESK/ENDTABLE M*200 5.00 125.00 0.00 125.00 125.00 0.00 125.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/BRONZE BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 4 COMPUTER WORKSTATIONS M*200 5.00 150.00 0.00 150.00 150.00 0.00 150.00
12-Sep-90M 2 GREEN OAK GUEST CHAIRS M*200 5.00 50.00 0.00 50.00 50.00 0.00 50.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/BRONZE BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 1 WALNUT CREDENZA & DESK M*200 5.00 150.00 0.00 150.00 150.00 0.00 150.00
12-Sep-90M 1 BOOKCASE W/8 SHELVES M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/BRONZE BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
12-Sep-90M 2 GREEN OAK GUEST CHAIRS M*200 5.00 50.00 0.00 50.00 50.00 0.00 50.00
12-Sep-90M 8 TEAL SWIVEL CHAIRS/BRONZE BASE M*200 5.00 100.00 0.00 100.00 100.00 0.00 100.00
17-Oct-90M INSTALL MITEL SX200 PHONE SYSTEM M*200 5.00 2745.45 0.00 2745.45 2745.45 0.00 2745.45
06-Nov-90M PHONE INSTALLATION M*200 5.00 1250.29 0.00 1250.29 1250.29 0.00 1250.29
19-Dec-90M 10 MITEL SUSPERSETS & INSTALLATION-50% M*200 5.00 116.57 0.00 116.57 116.57 0.00 116.57
15-Jan-91M TELEVISION-PANASONIC M*200 5.00 87.50 0.00 87.50 82.27 5.23 87.50
15-Jan-91M CART (2) M*200 5.00 60.00 0.00 60.00 56.42 3.58 60.00
119
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
15-Jan-91M DESKS SECRETARIAL (7) M*200 5.00 233.21 0.00 233.21 219.28 13.93 233.21
15-Jan-91M VCR - RCA MODEL VJT255 M*200 5.00 112.50 0.00 112.50 105.78 6.72 112.50
15-Jan-91M CALCULATORS (13) M*200 5.00 38.48 0.00 38.48 38.48 0.00 38.48
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M DESKS EXECUTIVE (8) M*200 5.00 328.13 0.00 328.13 308.53 19.60 328.13
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M DESKS EXECUTIVE (8) M*200 5.00 328.13 0.00 328.13 308.53 19.60 328.13
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 5 DRAWER (6) M*200 5.00 156.25 0.00 156.25 146.92 9.33 156.25
15-Jan-91M MICROWAVE OVEN-XXXXXX M*200 5.00 85.00 0.00 85.00 79.92 5.08 85.00
15-Jan-91M CLOCK - WALL GE M*200 5.00 20.00 0.00 20.00 20.00 0.00 20.00
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M BULLETIN BOARD (2) M*200 5.00 16.25 0.00 16.25 16.25 0.00 16.25
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M BULLETIN BOARD (2) M*200 5.00 16.25 0.00 16.25 16.25 0.00 16.25
15-Jan-91M CHAIRS - CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M CART (2) M*200 5.00 60.00 0.00 60.00 56.42 3.58 60.00
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M CABINET 3 DRAWER M*200 5.00 45.00 0.00 45.00 45.00 0.00 45.00
15-Jan-91M LADDER 3 RUNG (1) M*200 5.00 27.50 0.00 27.50 27.50 0.00 27.50
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
120
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.06 0.00 86.06 80.92 5.14 86.06
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
15-Jan-91M CREDENZAS (8) M*200 5.00 200.00 0.00 200.00 188.06 11.94 200.00
15-Jan-91M CREDENZAS (8) M*200 5.00 200.00 0.00 200.00 188.06 11.94 200.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.42 0.00 13.42 13.42 0.00 13.42
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M CHAIRS-BREAKROOM M*200 5.00 13.44 0.00 13.44 13.44 0.00 13.44
15-Jan-91M TABLES-DINING ROOM (2) M*200 5.00 46.25 0.00 46.25 46.25 0.00 46.25
15-Jan-91M TABLES-DINING ROOM (2) M*200 5.00 46.25 0.00 46.25 46.25 0.00 46.25
15-Jan-91M DESKS SECRETARIAL (7) M*200 5.00 233.21 0.00 233.21 219.28 13.93 233.21
15-Jan-91M DESKS SECRETARIAL (7) M*200 5.00 233.21 0.00 233.21 219.28 13.93 233.21
15-Jan-91M PRINTER-CITIZEN M*200 5.00 217.50 0.00 217.50 204.51 12.99 217.50
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M FILE CABINETS 4 DRAWER (6) M*200 5.00 156.25 0.00 156.25 146.92 9.33 156.25
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLES (16) M*200 5.00 54.65 0.00 54.65 51.39 3.26 54.65
15-Jan-91M PRINTER-EPSON FX100 M*200 5.00 155.00 0.00 155.00 145.74 9.26 155.00
15-Jan-91M COMPUTER IBM 5151 M*200 5.00 527.50 0.00 527.50 496.00 31.50 527.50
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M PRINTER OKIDATA M*200 5.00 200.00 0.00 200.00 188.06 11.94 200.00
15-Jan-91M DESKS EXECUTIVE (8) M*200 5.00 328.13 0.00 328.13 308.53 19.60 328.13
15-Jan-91M DESKS SECRETARIAL (7) M*200 5.00 233.24 0.00 233.24 219.31 13.93 233.24
15-Jan-91M DESKS SECRETARIAL (7) M*200 5.00 233.21 0.00 233.21 219.28 13.93 233.21
15-Jan-91M DESKS SECRETARIAL (7) M*200 5.00 233.21 0.00 233.21 219.28 13.93 233.21
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
121
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CHAIRS (117) M*200 5.00 70.69 0.00 70.69 66.47 4.22 70.69
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M CALCULATORS (13) M*200 5.00 38.46 0.00 38.46 38.46 0.00 38.46
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M FILE CABINETS 2 DRAWER (37) M*200 5.00 125.00 0.00 125.00 117.53 7.47 125.00
15-Jan-91M DESKS EXECUTIVE (8) M*200 5.00 328.13 0.00 328.13 308.53 19.60 328.13
15-Jan-91M DESKS EXECUTIVE (8) M*200 5.00 328.09 0.00 328.09 308.50 19.59 328.09
15-Jan-91M TABLE-CONFERENCE ROOM M*200 5.00 297.50 0.00 297.50 279.73 17.77 297.50
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M TYPEWRITERS (13) M*200 5.00 250.00 0.00 250.00 235.07 14.93 250.00
15-Jan-91M FIRST AID KIT M*200 5.00 85.00 0.00 85.00 79.92 5.08 85.00
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M PROJECTOR/VIEWER,CAROUSEL,OVERHEAD M*200 5.00 310.00 0.00 310.00 291.49 18.51 310.00
15-Jan-91M SHELVING (4) M*200 5.00 105.00 0.00 105.00 98.73 6.27 105.00
15-Jan-91M WORKSTATIONS/PARTITIONS M*200 5.00 18831.40 0.00 18831.40 17706.74 1124.66 18831.40
15-Jan-91M TELEPHONE SYSTEM MITEL MODEL SX200 M*200 5.00 4750.00 0.00 4750.00 4466.32 283.68 4750.00
15-Jan-91M COMPUTER-COMPAC DESK PRO 286 M*200 5.00 625.00 0.00 625.00 587.67 37.33 625.00
15-Jan-91M CREDENZAS (8) M*200 5.00 200.00 0.00 200.00 188.06 11.94 200.00
15-Jan-91M CREDENZAS (8) M*200 5.00 200.00 0.00 200.00 188.06 11.94 200.00
15-Jan-91M CREDENZAS (8) M*200 5.00 200.00 0.00 200.00 188.06 11.94 200.00
15-Jan-91M FILE CABINETS 5 DRAWER (6) M*200 5.00 156.25 0.00 156.25 146.92 9.33 156.25
15-Jan-91M FILE CABINETS 5 DRAWER (6) M*200 5.00 156.25 0.00 156.25 146.92 9.33 156.25
15-Jan-91M TABLES (16) M*200 5.00 54.69 0.00 54.69 51.42 3.27 54.69
15-Jan-91M TABLE-MAIL ROOM M*200 5.00 107.50 0.00 107.50 101.08 6.42 107.50
15-Jan-91M FILE CABINETS 4 DRAWER (21) M*200 5.00 310.24 0.00 310.24 291.71 18.53 310.24
15-Jan-91M CHAIRS-CONFERENCE ROOM (12) M*200 5.00 86.04 0.00 86.04 80.90 5.14 86.04
30-Jan-91M SHELVES FOR FILE ROOM M*200 5.00 12584.16 0.00 12584.16 11745.16 839.00 12584.16
28-Feb-91M FAX MACHINE-ATLANTA M*200 5.00 920.08 0.00 920.08 874.16 45.92 920.08
28-Feb-91M OFFICE FURNITURE ATLANTA M*200 5.00 4020.50 0.00 4020.50 3714.20 306.30 4020.50
01-Mar-91M REFRIGERATOR-ATLANTA M*200 5.00 600.00 0.00 600.00 560.00 40.00 600.00
18-Mar-91M OFFICE FURNITURE-ALBUQUERQUE M*200 5.00 10671.23 0.00 10671.23 9959.90 711.33 10671.23
29-Mar-91M FILE CABINETS-ATLANTA M*200 5.00 945.00 0.00 945.00 881.97 63.03 945.00
29-Mar-91M FILE CABINETS-ALB M*200 5.00 883.32 0.00 883.32 824.40 58.92 883.32
04-Apr-91M WORKSTATIONS M*200 5.00 10924.85 0.00 10924.85 8888.43 2036.42 10924.85
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.04 0.00 147.04 122.98 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M FILING CABINETS-4 2DRW/13 4DRW M*200 5.00 147.06 0.00 147.06 123.00 24.06 147.06
07-May-91M BREAKROOM CHAIR M*200 5.00 25.00 0.00 25.00 20.91 4.09 25.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M CALCULATORS (12) M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
07-May-91M PHONE SYSTEM-1/2 M*200 5.00 4075.65 0.00 4075.65 3408.83 666.82 4075.65
07-May-91M TRASHCANS-15 M*200 5.00 30.00 0.00 30.00 25.09 4.91 30.00
122
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
07-May-91M BREAKROOM TABLES-4 M*200 5.00 85.00 0.00 85.00 71.09 13.91 85.00
07-May-91M BREAKROOM TABLES-4 M*200 5.00 85.00 0.00 85.00 71.09 13.91 85.00
07-May-91M BREAKROOM TABLES-4 M*200 5.00 85.00 0.00 85.00 71.09 13.91 85.00
07-May-91M BREAKROOM TABLES-4 M*200 5.00 85.00 0.00 85.00 71.09 13.91 85.00
07-May-91M BREAKROOM CHAIR M*200 5.00 25.00 0.00 25.00 20.91 4.09 25.00
07-May-91M FIRESAFE CABINET M*200 5.00 500.00 0.00 500.00 418.19 81.81 500.00
07-May-91M BREAKROOM CHAIR M*200 5.00 25.00 0.00 25.00 20.91 4.09 25.00
07-May-91M BREAKROOM CHAIR M*200 5.00 25.00 0.00 25.00 20.91 4.09 25.00
17-May-91M FURNITURE FROM UNIV-HOUSTON (MODULARS) M*200 5.00 16427.11 0.00 16427.11 13738.54 2688.57 16427.11
31-May-91M WORKSTATIONS/DALLAS M*200 5.00 15042.30 0.00 15042.30 12580.87 2461.43 15042.30
11-Jul-91M WORKSTATIONS/DALLAS M*200 5.00 14850.82 0.00 14850.82 11423.97 3426.85 14850.82
12-Jul-91M FILES/RECORD ROOM-DALLAS M*200 5.00 8837.08 0.00 8837.08 6797.35 2039.73 8837.08
12-Jul-91M SHREDDER & STAND M*200 5.00 2192.01 0.00 2192.01 1686.19 505.82 2192.01
01-Aug-91M TWO FAX MACHINES M*200 5.00 676.57 0.00 676.57 559.62 116.95 676.57
01-Aug-91M FILE BOXES, LABELS M*200 5.00 11791.31 0.00 11791.31 8692.07 3099.24 11791.31
01-Aug-91M TWO FAX MACHINES M*200 5.00 676.56 0.00 676.56 559.62 116.94 676.56
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.78 0.00 122.78 94.43 28.35 122.78
16-Aug-91M 5 LATERAL FILE CAB/1 FIREPROOF M*200 5.00 199.72 0.00 199.72 153.60 46.12 199.72
16-Aug-91M 5 LATERAL FILE CAB/1 FIREPROOF M*200 5.00 199.72 0.00 199.72 153.60 46.12 199.72
16-Aug-91M 5 LATERAL FILE CAB/1 FIREPROOF M*200 5.00 199.72 0.00 199.72 153.60 46.12 199.72
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 1500.00 0.00 1500.00 1153.63 346.37 1500.00
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 8' CONF. TABLE & 8 CHAIRS M*200 5.00 122.77 0.00 122.77 94.42 28.35 122.77
16-Aug-91M 5 LATERAL FILE CAB/1 FIREPROOF M*200 5.00 199.73 0.00 199.73 153.61 46.12 199.73
03-Sep-91M FILE SHELVING-HOUSTON M*200 5.00 3122.47 0.00 3122.47 2401.81 720.66 3122.47
06-Sep-91M DICTAPHONES-5 M*200 5.00 2180.14 0.00 2180.14 1728.25 451.89 2180.14
04-Oct-91M BOOKCASE M*200 5.00 70.37 0.00 70.37 70.37 0.00 70.37
04-Oct-91M 4 5-DRAWER LATERAL FILES M*200 5.00 209.46 0.00 209.46 209.46 0.00 209.46
04-Oct-91M 4 5-DRAWER LATERAL FILES M*200 5.00 209.46 0.00 209.46 209.46 0.00 209.46
04-Oct-91M 4 5-DRAWER LATERAL FILES M*200 5.00 209.46 0.00 209.46 209.46 0.00 209.46
07-Oct-91M RECONFIGURATION-LABOR M*200 5.00 1.56 0.00 1.56 1.56 0.00 1.56
30-Oct-91M 2 DICTAMITE MACHINES M*200 5.00 1512.54 0.00 1512.54 1132.13 380.41 1512.54
19-Nov-91M MAIL BINS & SHELVES-DALLAS M*200 5.00 1813.19 0.00 1813.19 1305.87 507.32 1813.19
09-Jan-92M UPGRADE TELEPHONE SYSTEM M*200 5.00 5000.00 0.00 5000.00 3265.59 1541.70 4807.29
10-Jan-92M NINE WORKSTATIONS M*200 5.00 11203.88 0.00 11203.88 7394.46 3386.15 10780.61
15-Jan-92M TWO FAX MACHINES M*200 5.00 973.17 0.00 973.17 719.61 225.39 945.00
15-Jan-92M TWO FAX MACHINES M*200 5.00 973.17 0.00 973.17 719.61 225.39 945.00
29-Jan-92M 6 5-DRAWER LATERAL FILES M*200 5.00 405.94 0.00 405.94 265.15 125.15 390.30
29-Jan-92M 6 5-DRAWER LATERAL FILES M*200 5.00 405.94 0.00 405.94 265.15 125.15 390.30
29-Jan-92M 6 5-DRAWER LATERAL FILES M*200 5.00 405.94 0.00 405.94 265.15 125.15 390.30
29-Jan-92M 6 5-DRAWER LATERAL FILES M*200 5.00 405.93 0.00 405.93 265.14 125.15 390.29
29-Jan-92M 6 5-DRAWER LATERAL FILES M*200 5.00 405.94 0.00 405.94 280.58 111.43 392.01
29-Jan-92M 6 5-DRAWER LATERAL FILES M*200 5.00 405.94 0.00 405.94 265.15 125.15 390.30
05-Feb-92M TELEPHONE SYSTEM M*200 5.00 21904.33 0.00 21904.33 14315.11 6745.97 21061.08
26-Feb-92M TELEPHONE SYSTEM M*200 5.00 4596.61 0.00 4596.61 2976.98 1439.67 4416.65
06-Mar-92M NINE FILES FOR ATLANTA M*200 5.00 1653.75 0.00 1653.75 1070.95 518.04 1588.99
12-Mar-92M 6 DESKS M*200 5.00 192.30 0.00 192.30 124.52 60.25 184.77
12-Mar-92M 6 DESKS M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
12-Mar-92M 6 DESKS M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
12-Mar-92M 6 DESKS M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
12-Mar-92M 5 CREDENZAS M*200 5.00 192.30 0.00 192.30 124.52 60.25 184.77
12-Mar-92M 5 CREDENZAS M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
12-Mar-92M 5 CREDENZAS M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
12-Mar-92M 5 CREDENZAS M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
12-Mar-92M 3 FIREPROOF VERTICAL FILES M*200 5.00 694.96 0.00 694.96 450.03 217.72 667.75
12-Mar-92M 3 FIREPROOF VERTICAL FILES M*200 5.00 694.97 0.00 694.97 450.04 217.72 667.76
12-Mar-92M 3 FIREPROOF VERTICAL FILES M*200 5.00 694.97 0.00 694.97 450.04 217.72 667.76
12-Mar-92M UPGRADE TELEPHONE SYSTEM M*200 5.00 7726.09 0.00 7726.09 5003.39 2420.18 7423.57
12-Mar-92M 2 ROUND TABLES-47" DIAMETER M*200 5.00 192.31 0.00 192.31 124.53 60.25 184.78
01-May-92M TWO DESKS M*200 5.00 514.19 0.00 514.19 309.86 148.60 458.46
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
01-May-92M ELEVEN CHAIRS M*200 5.00 112.87 0.00 112.87 68.02 32.62 100.64
08-May-92M SHELVING-FILE ROOM M*200 5.00 1660.66 0.00 1660.66 1000.88 479.84 1480.72
20-May-92M FAX MACHINE M*200 5.00 886.10 0.00 886.10 607.16 202.87 810.03
21-May-92M COMPUTER ROOM EQUIPMENT M*200 5.00 816.96 0.00 816.96 492.14 236.23 728.37
29-May-92M INSTALL LINES,PHONES,EXTS. M*200 5.00 668.59 0.00 668.59 402.60 193.45 596.05
30-Jun-92M THREE LATERAL FILES M*200 5.00 225.00 0.00 225.00 164.92 43.69 208.61
30-Jun-92M THREE LATERAL FILES M*200 5.00 225.00 0.00 225.00 164.92 43.69 208.61
30-Jun-92M FILE ROOM SHELVES M*200 5.00 546.66 0.00 546.66 400.69 106.16 506.85
30-Jun-92M 2 TWO DRAWER LATERAL FILE M*200 5.00 140.73 0.00 140.73 103.14 27.34 130.48
31-Jul-92M PAPER SHREDDER M*200 5.00 433.00 0.00 433.00 313.17 73.74 386.91
29-Sep-92M FILE ROOM SHELVING M*200 5.00 1732.05 0.00 1732.05 1252.73 294.97 1547.70
29-Sep-92M ICE MACHINE M*200 5.00 1839.16 0.00 1839.16 1330.20 313.21 1643.41
123
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
28-Oct-92M GUEST CHAIR-2 M*200 5.00 81.64 0.00 81.64 59.05 12.05 71.10
28-Oct-92M GUEST CHAIR-2 M*200 5.00 81.64 0.00 81.64 59.05 12.05 71.10
28-Oct-92M STENO CHAIR-4 M*200 5.00 61.52 0.00 61.52 44.50 9.08 53.58
28-Oct-92M STENO CHAIR-4 M*200 5.00 61.52 0.00 61.52 44.50 9.08 53.58
28-Oct-92M STENO CHAIR-4 M*200 5.00 61.52 0.00 61.52 44.50 9.08 53.58
28-Oct-92M STENO CHAIR-4 M*200 5.00 61.52 0.00 61.52 44.50 9.08 53.58
28-Oct-92M JR EXEC CHAIR M*200 5.00 143.84 0.00 143.84 104.04 21.23 125.27
27-Jan-93M SHELVES FOR FILE ROOM M*200 5.00 704.60 0.00 704.60 436.30 126.26 562.56
19-Apr-93M PLAIN PAPER FAX M*200 5.00 2484.34 0.00 2484.34 1679.42 338.91 2018.33
29-Apr-93M 4 DRAWER VERTICAL FIREPROOF CABINET-FDIC M*200 5.00 582.94 0.00 582.94 360.96 93.47 454.43
29-Apr-93M 4 DRAWER VERTICAL FIREPROOF CABINET-FDIC M*200 5.00 582.93 0.00 582.93 360.95 93.47 454.42
29-Apr-93M 4 DRAWER VERTICAL FIREPROOF CABINET-FDIC M*200 5.00 582.93 0.00 582.93 360.95 93.47 454.42
29-Apr-93M FAX MACHINE-ATLANTA M*200 5.00 1011.00 0.00 1011.00 683.44 137.92 821.36
29-Apr-93M 4 DRAWER LATERAL FILE-PHOENIX M*200 5.00 157.91 0.00 157.91 97.78 25.32 123.10
29-Apr-93M 4 DRAWER LATERAL FILE-PHOENIX M*200 5.00 157.92 0.00 157.92 97.79 25.32 123.11
30-Jun-93M MICROFILM READER M*200 5.00 3986.75 0.00 3986.75 2468.64 639.20 3107.84
28-Feb-94M 2 FILE CABINETS-XXXXXX/FIRST BOSTON MA200 5.00 953.97 0.00 953.97 524.68 171.72 696.40
28-Feb-94M 2 FILE CABINETS-LEGAL MA200 5.00 302.40 0.00 302.40 166.32 54.43 220.75
28-Feb-94M 2 FILE CABINETS-LEGAL MA200 5.00 302.40 0.00 302.40 166.32 54.43 220.75
28-Jul-94M TABLE & CHAIRS-NEW JERSEY MA200 5.00 635.81 0.00 635.81 295.18 136.25 431.43
31-Jul-94M XEROX-NEW JERSEY MA200 5.00 0.01 0.00 0.01 0.01 0.00 0.01
31-Jul-94M XEROX-ATLANTA MA200 5.00 0.01 0.00 0.01 0.01 0.00 0.01
02-Aug-94M FAX MACHINE-WASHINGTON MA200 5.00 723.61 0.00 723.61 335.94 155.07 491.01
02-Aug-94M DICTAPHONE-WASHINGTON MA200 5.00 211.05 0.00 211.05 97.98 45.23 143.21
02-Aug-94M BINDER MACHINE-WASHINGTON MA200 5.00 226.12 0.00 226.12 104.98 48.46 153.44
22-Aug-94M FAX MACHINE (PLAIN PAPER) ATLANTA MA200 5.00 749.40 0.00 749.40 347.92 160.59 508.51
31-Oct-94M TELEPHONE INSTALLATION & MAINT. MA200 5.00 7193.11 0.00 7193.11 3031.32 1664.72 4696.04
31-Oct-94M - MA200 5.00 8013.20 0.00 8013.20 3376.92 1854.51 5231.43
30-Nov-94M - MA200 5.00 10905.72 0.00 10905.72 4595.89 2523.93 7119.82
30-Nov-94M - MA200 5.00 1937.86 0.00 1937.86 816.65 448.48 1265.13
30-Nov-94M - MA200 5.00 468.33 0.00 468.33 197.36 108.39 305.75
31-Dec-94M - MA200 5.00 1966.80 0.00 1966.80 828.85 455.18 1284.03
31-Dec-94M - MA200 5.00 960.00 0.00 960.00 404.56 222.18 626.74
31-Dec-94M - MA200 5.00 19406.09 0.00 19406.09 8178.12 4491.19 12669.31
31-Dec-94M - MA200 5.00 5946.98 0.00 5946.98 2506.18 1376.32 3882.50
01-Jan-95 2 486 PCI MAGNUM SERIES COMPUTER MA200 7.00 3272.04 0.00 3272.04 467.43 801.32 1268.75
01-Jan-95 BOAT TOP CONFERENCE TABLE MA200 7.00 1328.52 0.00 1328.52 189.79 325.35 515.14
01-Jan-95 ASSORTED OFFICE FURNITURE FOR NEW SPACE MA200 7.00 14155.51 0.00 14155.51 2022.22 3466.65 5488.87
01-Jan-95 ASSORTED OFFICE FURNITURE FOR NEW SPACE MA200 7.00 265.54 0.00 265.54 37.93 65.03 102.96
01-Jan-95 1 ROUND TABLE, 5 STACKER CHAIRS MA200 7.00 736.30 0.00 736.30 105.19 180.32 285.51
01-Jan-95 2 486 PCI MAGNUM SERIES COMPUTERS MA200 7.00 3272.04 0.00 3272.04 467.43 801.32 1268.75
04-Jan-95 RECEPTION AREA FURNITURE FOR NEW SPACE MA200 7.00 2477.14 0.00 2477.14 353.88 606.65 960.53
18-Jan-95 PARTIAL PAYMENT ON CABLING FOR NEW OFFICE SMA200 7.00 8325.78 0.00 8325.78 1189.40 2038.97 3228.37
18-Jan-95 FINAL PMT ON CABLING FOR NEW OFFICE SPACE MA200 7.00 9887.59 0.00 9887.59 1412.51 2421.45 3833.96
20-Jan-95 3 FIREPROOF FILE CABINETS MA200 7.00 1341.84 0.00 1341.84 191.69 328.61 520.30
23-Jan-95 BALANCE OF CONDIAL SYSTEM INSTALLATION MA200 7.00 6068.12 0.00 6068.12 866.87 1486.07 2352.94
24-Jan-95 BALANCE OF VOICE & DATA CABLING MA200 7.00 3917.51 0.00 3917.51 559.64 959.39 1519.03
24-Jan-95 CHANGE XXXX LOCATIONS - 3 ROOMS MA200 7.00 552.02 0.00 552.02 78.86 135.19 214.05
00-Xxx-00 0-XXXXX 000, 0-XX, 0-XX OFFICE MA200 7.00 2080.00 0.00 2080.00 297.14 509.39 806.53
00-Xxx-00 0-XXXXX 000, 0-XX XX000 7.00 924.89 0.00 924.89 132.13 226.50 358.63
13-Feb-95 DOWN PMT ON COMMUNICATION SYS (VOICE & DATAMA200 7.00 5547.75 0.00 5547.75 792.54 1358.63 2151.17
24-Feb-95 ARTWORK MA200 7.00 1243.67 0.00 1243.67 177.67 304.57 482.24
24-Feb-95 INSTALLATION OF VOICE MAIL SYSTEM MA200 7.00 10700.51 0.00 10700.51 1528.64 2620.53 4149.17
24-Feb-95 ARTWORK MA200 7.00 1243.67 0.00 1243.67 177.67 304.57 482.24
01-Mar-95 INSTALLATION OF PAGING SYSTEM MA200 7.00 2639.19 0.00 2639.19 377.03 646.33 1023.36
03-Mar-95 30% DOWN PMT ON FURNITURE-DELIVERED 4/95 MA200 7.00 6609.24 0.00 6609.24 944.18 1618.59 2562.77
14-Mar-95 COMMUNICATION SYSTEM/ATLANTA (VOICE & DATA MA200 7.00 3356.21 0.00 3356.21 479.46 821.93 1301.39
14-Mar-95 AT&T PARTNER II R4.0 PHONE SYSTEM MA200 7.00 14031.72 0.00 14031.72 2004.53 3436.34 5440.87
15-Mar-95 ADM STEEL SHELVES MA200 7.00 1125.74 0.00 1125.74 160.82 275.69 436.51
24-Mar-95 T-MOLD WORKSURFACE FOR CUBE MA200 7.00 272.29 0.00 272.29 38.90 66.68 105.58
01-May-95 2 SEAT SETTEE-CORDOVAN WALNUT MA200 7.00 516.86 0.00 516.86 73.84 126.58 200.42
01-May-95 2 GUEST CHAIRS-CORDOVAN WALNUT MA200 7.00 644.15 0.00 644.15 92.02 157.75 249.77
00-Xxx-00 XXX XXXXX-XXXXXXXX XXXXXX XX000 7.00 177.05 0.00 177.05 25.29 43.36 68.65
01-May-95 COCKTAIL TABLE-CORDOVAN WALNUT MA200 7.00 200.19 0.00 200.19 28.60 49.03 77.63
01-May-95 BOAT CONFERENCE TABLE-8' 2-PIECE-CORD. WALNMA200 7.00 768.11 0.00 768.11 109.73 188.11 297.84
01-May-95 HPL PANEL BASE FOR CONF. TABLE MA200 7.00 232.20 0.00 232.20 33.17 56.87 90.04
01-May-95 8-GUEST CONFERENCE CHAIRS MA200 7.00 1444.80 0.00 1444.80 206.40 353.83 560.23
01-May-95 5-DOUBLE PEDESTAL DESKS MA200 7.00 2019.47 0.00 2019.47 288.50 494.56 783.06
01-May-95 5-KNEESPACE CREDENZAS 21X66 IN. MA200 7.00 1931.65 0.00 1931.65 275.95 473.06 749.01
01-May-95 5-EXECUTIVE SWIVEL TILT DESK CHAIRS MA200 7.00 1056.16 0.00 1056.16 150.88 258.65 409.53
01-May-95 10-GUEST CHAIRS 23W X 22.5 MA200 7.00 1454.18 0.00 1454.18 207.74 356.13 563.87
01-May-95 3-EXECUTIVE SWIVEL TILT DESK CHAIRS MA200 7.00 633.70 0.00 633.70 90.53 155.19 245.72
01-May-95 6-GUEST CHAIRS 23W X 22.5 MA200 7.00 872.51 0.00 872.51 124.64 213.68 338.32
01-May-95 DOUBLE PEDESTAL DESK 30 X 66 MA200 7.00 403.89 0.00 403.89 57.70 98.91 156.61
01-May-95 2-KNEESPACE CREDENZAS 21 X 66 MA200 7.00 772.66 0.00 772.66 110.38 189.22 299.60
01-May-95 4-GUEST SIDE CHAIRS 23W X 22.5 MA200 7.00 581.67 0.00 581.67 83.10 142.45 225.55
01-May-95 SHIPPING ON ABOVE XXXXXX XXXX FURNITURE ITEMA200 7.00 105.07 0.00 105.07 15.01 25.73 40.74
01-May-95 10-36" STEELCASE LATERAL FILES W/LOCKS MA200 7.00 4703.47 0.00 4703.47 671.92 1151.87 1823.79
05-May-95 WOODBURY SERIES RECEPTION "L" DESK W/LEFT RMA200 7.00 2594.64 0.00 2594.64 370.66 635.42 1006.08
15-May-95 FAX MODEL #9640 MA200 7.00 2587.20 0.00 2587.20 369.60 633.60 1003.20
30-Jun-95 2-XXXXXXX WORKSTATIONS MA200 7.00 2897.55 0.00 2897.55 413.94 709.60 1123.54
01-Jul-96A Balance on T1 card MA200 7.00 2918.19 0.00 2918.19 0.00 416.88 416.88
124
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
Totals for ASSET A/C: 100 (494 assets) 485223.11 0.00 485223.11 280834.33 94556.67 375391.00
-------------------------------------------------------
A/C# 200 COMPUTERS/COMPUTER EQUIP.
-------------------------------------------------------
04-May-90M MACINTOSH SE M*200 5.00 3234.60 0.00 3234.60 3234.60 0.00 3234.60
04-May-90DM MACINTOSH SE M*200 5.00 2789.64 0.00 2789.64 2789.64 0.00 2789.64
07-Aug-90M 1 COMPUTERS M*200 5.00 2657.88 0.00 2657.88 2657.88 0.00 2657.88
07-Aug-90DM 2 COMPUTERS M*200 5.00 5315.76 0.00 5315.76 5315.76 0.00 5315.76
01-Oct-90M 2 COMPUTERS M*200 5.00 9367.36 0.00 9367.36 9367.36 0.00 9367.36
01-Oct-90DM 14 COMPUTERS M*200 5.00 47142.76 0.00 47142.76 47142.76 0.00 47142.76
24-Oct-90DM COMPUTERS M*200 5.00 1142.53 0.00 1142.53 1142.53 0.00 1142.53
30-Oct-90M 2 LASER PRINTERS M*200 5.00 4264.79 0.00 4264.79 4264.79 0.00 4264.79
30-Oct-90M LASER PRINTER M*200 5.00 1840.25 0.00 1840.25 1840.25 0.00 1840.25
06-Nov-90M 3 COMPUTERS M*200 5.00 5837.67 0.00 5837.67 5837.67 0.00 5837.67
06-Nov-90M COMPUTER EQUIPMENT M*200 5.00 1386.55 0.00 1386.55 1386.55 0.00 1386.55
06-Nov-90M NETWORKING HUBS M*200 5.00 995.68 0.00 995.68 995.68 0.00 995.68
06-Nov-90DM 2 COMPUTERS M*200 5.00 3891.78 0.00 3891.78 3891.78 0.00 3891.78
14-Nov-90M COMPUTER INSTALLATION M*200 5.00 1299.00 0.00 1299.00 1299.00 0.00 1299.00
14-Nov-90M COMPUTER EQUIPMENT M*200 5.00 6534.51 0.00 6534.51 6534.51 0.00 6534.51
04-Dec-90M COMPUTER SYSTEMS M*200 5.00 2152.01 0.00 2152.01 2152.01 0.00 2152.01
10-Dec-90M 2 HP III PRINTERS M*200 5.00 1761.12 0.00 1761.12 1761.12 0.00 1761.12
11-Dec-90M COMPUTERS & CABLING M*200 5.00 6089.17 0.00 6089.17 6089.17 0.00 6089.17
14-Dec-90M 2 LASER PRINTERS M*200 5.00 3590.00 0.00 3590.00 3590.00 0.00 3590.00
18-Dec-90M COMPUTER EQUIPMENT M*200 5.00 3405.55 0.00 3405.55 3405.55 0.00 3405.55
18-Dec-90M 6 COMPUTERS M*200 5.00 12746.02 0.00 12746.02 12746.02 0.00 12746.02
18-Dec-90DM 10 COMPUTERS M*200 5.00 21243.40 0.00 21243.40 21243.40 0.00 21243.40
03-Jan-91M 2REPORT WRITER & LOTUS M*200 5.00 70.16 0.00 70.16 70.16 0.00 70.16
08-Jan-91M COMPUTER EQUIPMENT M*200 5.00 9101.26 0.00 9101.26 8823.17 278.09 9101.26
08-Jan-91DM 6 COMPUTERS M*200 5.00 9712.18 0.00 9712.18 9415.43 111.28 9526.71
31-Jan-91M COMPUTER EQUIPMENT M*200 5.00 9592.85 0.00 9592.85 9273.01 319.84 9592.85
01-Mar-91M ACTIVE HUBS & ARCNET CARDS M*200 5.00 1680.04 0.00 1680.04 1624.04 56.00 1680.04
04-Mar-91M 386 NOVELL LICENSE M*200 5.00 5261.05 0.00 5261.05 5085.51 175.54 5261.05
04-Mar-91M LM 615 PRINTER M*200 5.00 5629.00 0.00 5629.00 5441.37 187.63 5629.00
05-Mar-91M R&R REPORT WRITER M*200 5.00 815.07 0.00 815.07 787.97 27.10 815.07
05-Mar-91M 8 COMPUTERS M*200 5.00 12322.09 0.00 12322.09 11911.35 410.74 12322.09
00-Xxx-00X 0X XXXXX & WORDPERFECT M*200 5.00 3242.15 0.00 3242.15 3134.04 108.11 3242.15
05-Mar-91M LM615 PRINTER M*200 5.00 7222.25 0.00 7222.25 6981.50 240.75 7222.25
12-Mar-91M ENSAVE VAST 2.2 M*200 5.00 5715.60 0.00 5715.60 5525.10 190.50 5715.60
13-Mar-91M SIMM MEMORY MODULES M*200 5.00 194.85 0.00 194.85 188.39 6.46 194.85
18-Mar-91M FILE SERVER M*200 5.00 7677.08 0.00 7677.08 7421.24 255.84 7677.08
20-Mar-91M COMPUTER EQUIPMENT M*200 5.00 12822.21 0.00 12822.21 12394.83 427.38 12822.21
22-Mar-91M ADVANCE SYSTEMS M*200 5.00 417.85 0.00 417.85 403.97 13.88 417.85
26-Mar-91M COMPUTER EQUIPMENT M*200 5.00 750.08 0.00 750.08 716.72 33.36 750.08
26-Mar-91DM 2 COMPUTERS M*200 5.00 3440.72 0.00 3440.72 3287.71 57.38 3345.09
30-Apr-91M COMPUTER PLUS M*200 5.00 2092.85 0.00 2092.85 1921.43 171.42 2092.85
30-Jun-91M SERIAL BOARD FOR PRINTER M*200 5.00 812.50 0.00 812.50 746.03 66.47 812.50
30-Jun-91M COMPUTERS PLUS M*200 5.00 1647.26 0.00 1647.26 1467.57 179.69 1647.26
11-Jul-91M BARCODE SYSTEM/FILE ROOM M*200 5.00 4870.60 0.00 4870.60 4308.63 561.97 4870.60
12-Jul-91M COMPUTER EQUIPMENT & CONSULTING M*200 5.00 24.90 0.00 24.90 21.07 3.83 24.90
16-Jul-91M COMPUTER EQUIPMENT M*200 5.00 1650.81 0.00 1650.81 1460.44 190.37 1650.81
16-Jul-91DM 1 COMPUTER M*200 5.00 2327.38 0.00 2327.38 2058.98 100.65 2159.63
01-Aug-91M FILE SERVER M*200 5.00 991.57 0.00 991.57 877.24 114.33 991.57
07-Aug-91M COMPUTER EQUIPMENT & CONSULTING M*200 5.00 975.60 0.00 975.60 863.08 112.52 975.60
13-Aug-91M 3 ACTIVE HUBS M*200 5.00 1082.50 0.00 1082.50 957.42 125.08 1082.50
14-Aug-91M 15 ARCNET CARDS M*200 5.00 4557.33 0.00 4557.33 4031.67 525.66 4557.33
14-Aug-91M 10 COMPUTERS M*200 5.00 18802.94 0.00 18802.94 16633.26 2169.68 18802.94
14-Aug-91DM 2 COMPUTERS M*200 5.00 3760.00 0.00 3760.00 3326.03 162.74 3488.77
14-Aug-91DM 3 COMPUTERS M*200 5.00 5640.99 0.00 5640.99 4990.07 244.10 5234.17
04-Sep-91M COMPUTER M*200 5.00 1880.30 0.00 1880.30 1663.45 216.85 1880.30
06-Sep-91M LASER PRINTER - ABQ M*200 5.00 1638.01 0.00 1638.01 1449.28 188.73 1638.01
19-Sep-91M 2 LASER PRINTERS M*200 5.00 5087.75 0.00 5037.75 4470.03 567.72 5037.75
31-Oct-91M 1 COMPUTER M*200 5.00 1451.09 0.00 1451.09 1247.92 203.16 1451.08
31-Oct-91DM 1 COMPUTER M*200 5.00 1451.09 0.00 1451.09 1247.93 76.19 1324.12
06-Nov-91M COMPUTERS PLUS, INC. M*200 5.00 2836.15 0.00 2836.15 2439.11 397.04 2836.15
15-Nov-91M COMPUTERS M*200 5.00 1451.09 0.00 1451.09 1247.92 203.17 1451.09
19-Nov-91M DIRECT COMPUTER SUPERSTORES M*200 5.00 1277.35 0.00 1277.35 1098.44 178.91 1277.35
03-Dec-91M COMPUTERS PLUS M*200 5.00 3582.92 0.00 3582.92 3081.37 501.55 3582.92
18-Dec-91M DELL COMPUTER M*200 5.00 11411.71 0.00 11411.71 9814.01 1597.70 11411.71
18-Dec-91M NOVELL NETWARE M*200 5.00 4581.14 0.00 4581.14 3939.84 641.30 4581.14
19-Dec-91M PRINTER M*200 5.00 2370.68 0.00 2370.68 2038.96 331.72 2370.68
31-Dec-91M Ethernet Cards M*200 5.00 3967.52 0.00 3967.52 3412.36 555.16 3967.52
31-Dec-91M 2 12 HG HUBS M*200 5.00 1385.60 0.00 1385.60 1191.60 194.00 1385.60
19-Jan-92M 2 LASER PRINTERS M*200 5.00 3572.26 0.00 3572.26 2795.84 690.15 3485.99
19-Jan-92M 4 COMPUTERS M*200 5.00 5795.68 0.00 5795.68 4536.29 1119.46 5655.75
19-Jan-92DM 6 COMPUTERS M*200 5.00 8693.58 0.00 8693.58 6804.49 629.70 7434.19
26-Feb-92M COMPUADD M*200 5.00 1199.44 0.00 1199.44 925.35 243.64 1168.99
26-Feb-92M LASER PRINTER M*200 5.00 2477.84 0.00 2477.84 1912.09 502.89 2414.98
26-Feb-92M COMPUTER M*200 5.00 1736.33 0.00 1736.33 1339.68 352.58 1692.26
04-Mar-92M NETWORK CARDS M*200 5.00 4844.90 0.00 4844.90 3685.12 1030.92 4716.04
04-Mar-92M 3 COMPUTERS M*200 5.00 2711.67 0.00 2711.67 2062.81 576.76 2639.57
12-May-92M PRINTER, BACKUP TAPES M*200 5.00 1406.17 0.00 1406.17 1021.38 279.85 1301.23
12-May-92M UPGRADES/ENHANCEMENTS M*200 5.00 3901.33 0.00 3901.33 2833.37 776.70 3610.07
125
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
12-May-92M MODEM/FILLER M*200 5.00 1470.04 0.00 1470.04 1067.37 292.85 1360.22
12-May-92M A1600 PRINTER M*200 5.00 1786.13 0.00 1786.13 1297.32 355.50 1652.82
12-May-92M ETHERNET BOARD M*200 5.00 173.20 0.00 173.20 125.89 34.41 160.30
30-Jun-92M GREAT PLAINS SOFTWARE CORP. - GA M*200 5.00 3924.06 0.00 3924.06 3187.99 535.32 3723.31
30-Jun-92M REPLACE MONITOR M*200 5.00 454.74 0.00 454.74 369.44 62.04 431.48
30-Jun-92M LASER JET III PRINTER M*200 5.00 1652.70 0.00 1652.70 1342.69 225.46 1568.15
30-Jun-92M 386 SYSTEM BOARD M*200 5.00 399.99 0.00 399.99 324.96 54.57 379.53
30-Jun-92M MODEM M*200 5.00 703.63 0.00 703.63 571.64 95.99 667.63
31-Jul-92M ETHERNET CARDS M*200 5.00 1060.85 0.00 1060.85 854.63 126.90 981.53
31-Jul-92M EPSON PRINTER M*200 5.00 372.38 0.00 372.38 300.00 44.54 344.54
31-Jul-92M 3 COMPUTERS M*200 5.00 5796.79 0.00 5796.79 4669.89 693.48 5363.37
22-Sep-92M DEDICATED CIRCUIT FOR REOMS M*200 5.00 3707.56 0.00 3707.56 2986.82 443.53 3430.35
29-Dec-92M HARD DRIVE FOR FILE SERVER M*200 5.00 2664.03 0.00 2664.03 2146.14 276.21 2422.35
29-Dec-92M FAX MODEM M*200 5.00 280.37 0.00 280.37 225.87 29.07 254.94
29-Dec-92M CORPORATE FIXED ASSET SOFTWARE M*200 5.00 795.00 0.00 795.00 640.45 82.43 722.88
18-Jan-93M ETHERNET HUB M*200 5.00 676.56 0.00 676.56 418.94 121.23 540.17
27-Jan-93M 450M PC ACQUISITIONS M*200 5.00 4235.82 0.00 4235.82 2863.42 645.84 3509.26
27-Jan-93M TURBO PLUS MODEM - ACQUISITIONS M*200 5.00 313.93 0.00 313.93 212.21 47.87 260.08
27-Jan-93M DESK JET 550C PRINTER M*200 5.00 741.51 0.00 741.51 501.26 113.06 614.32
09-Feb-93M WORD PERFECT 5.1/WINDOWS M*200 5.00 296.61 0.00 296.61 200.51 45.22 245.73
09-Feb-93M FICS COMMERCIAL LOAN SERVICING SYSTEM M*200 5.00 24626.87 0.00 24626.87 16647.77 3754.87 20402.64
24-Feb-93M NETWARE V3.11 M*200 5.00 2165.00 0.00 2165.00 1463.54 330.10 1793.64
25-Feb-93M GREAT PLAINS SOFTWARE M*200 5.00 3875.35 0.00 3875.35 2619.74 590.88 3210.62
26-Feb-93M PROGRAMMING HISTORY FILES M*200 5.00 4330.00 0.00 4330.00 2927.08 660.20 3587.28
24-Mar-93M UNIVERSAL POWER SUPPLY M*200 5.00 503.36 0.00 503.36 340.27 76.75 417.02
24-Mar-93M 5.0 GIG TRU M*200 5.00 5625.75 0.00 5625.75 3803.01 857.76 4660.77
31-Mar-93M 3 ETHERNET HUBS & 30 CARDS M*200 5.00 5250.13 0.00 5250.13 3549.08 800.49 4349.57
31-Mar-93M FICS UPGRADE M*200 5.00 7577.50 0.00 7577.50 5122.39 1155.35 6277.74
31-Mar-93M LASERJET 4 PRINTER M*200 5.00 1488.44 0.00 1488.44 1006.18 226.95 1233.13
27-Apr-93M LINE CONDITIONERS FOR FILE SERVERS M*200 5.00 482.64 0.00 482.64 326.26 65.84 392.10
27-Apr-93M SOFTWARE @ EDIT 1.55 M*200 5.00 354.00 0.00 354.00 239.30 48.29 287.59
29-Apr-93M LASERJET PRINTER 4SI M*200 5.00 3246.42 0.00 3246.42 2194.58 442.88 2637.46
29-Apr-93M NETWORK SOFTWARE M*200 5.00 612.70 0.00 612.70 414.18 83.59 497.77
29-Apr-93M COMPUTER M*200 5.00 2595.84 0.00 2595.84 1754.78 354.13 2108.91
29-Apr-93M COMPUTER M*200 5.00 2595.84 0.00 2595.84 1754.78 354.13 2108.91
29-Apr-93M COMPUTER M*200 5.00 2595.84 0.00 2595.84 1754.78 354.13 2108.91
29-Apr-93M COMPUTER M*200 5.00 2595.84 0.00 2595.84 1754.78 354.13 2108.91
29-Apr-93M COMPUTER M*200 5.00 2595.84 0.00 2595.84 1754.78 354.13 2108.91
29-Apr-93M MEMORY UPGRADE M*200 5.00 1759.06 0.00 1759.06 1189.13 239.97 1429.10
30-Apr-93M ETHERNET CARDS M*200 5.00 189.44 0.00 189.44 128.06 25.84 153.90
21-May-93M ACCION ETHERNET CARDS M*200 5.00 644.09 0.00 644.09 435.41 87.87 523.28
25-May-93M NETWARE UPGRADE M*200 5.00 3685.91 0.00 3685.91 2491.68 502.83 2994.51
25-May-93M LASERJET PRINTER 4SI M*200 5.00 3342.76 0.00 3342.76 2259.71 456.02 2715.73
28-May-93M LICENSE UPGRADE-LOTUS 3.4A M*200 5.00 6427.89 0.00 6427.89 4345.25 876.90 5222.15
28-May-93M MS FOXPRO V2.5 DOS M*200 5.00 644.77 0.00 644.77 435.87 87.96 523.83
28-May-93M 486 COMPUTER M*200 5.00 2451.33 0.00 2451.33 1657.10 334.41 1991.51
28-May-93M 486 COMPUTER M*200 5.00 2451.33 0.00 2451.33 1657.10 334.41 1991.51
28-May-93M 486 COMPUTER M*200 5.00 2451.33 0.00 2451.33 1657.10 334.41 1991.51
28-May-93M 486 COMPUTER M*200 5.00 2451.33 0.00 2451.33 1657.10 334.41 1991.51
28-May-93M LOTUS M*200 5.00 624.65 0.00 624.65 422.26 85.22 507.48
30-Jun-93M AST 486 SX25 M*200 5.00 1526.33 0.00 1526.33 1031.80 208.22 1240.02
30-Jun-93M MEMORY M*200 5.00 535.84 0.00 535.84 362.23 73.10 435.33
30-Jun-93M MEMORY M*200 5.00 1407.24 0.00 1407.24 951.29 191.98 1143.27
30-Jun-93M MEMORY M*200 5.00 535.84 0.00 535.84 362.23 73.10 435.33
30-Jun-93M MEMORY M*200 5.00 535.84 0.00 535.84 362.23 73.10 435.33
30-Jun-93M HARVARD GRAPHICS M*200 5.00 438.59 0.00 438.59 296.49 59.83 356.32
27-Aug-93M SCANJET IIP INTERFACE MA200 5.00 778.32 0.00 778.32 526.14 100.87 627.01
27-Aug-93M TYPEREADER - WINDOWS MA200 5.00 514.19 0.00 514.19 347.59 66.64 414.23
27-Aug-93M COMPUTER MA200 5.00 2105.46 0.00 2105.46 1423.29 272.87 1696.16
27-Aug-93M JET DIRECT CARD MA200 5.00 405.94 0.00 405.94 274.41 52.61 327.02
31-Aug-93M AUTO DOCUMENT FEEDER MA200 5.00 286.86 0.00 286.86 193.92 37.18 231.10
16-Sep-93M UNKNOWN MA200 5.00 3767.36 0.00 3767.36 2546.74 488.25 3034.99
20-Oct-93M UNKNOWN MA200 5.00 1488.44 0.00 1488.44 1006.30 192.86 1199.16
28-Feb-94M COMPUTER MA200 5.00 1723.29 0.00 1723.29 1051.21 268.83 1320.04
28-Feb-94M COMPUTER MA200 5.00 1723.29 0.00 1723.29 1051.21 268.83 1320.04
28-Feb-94M COMPUTER MA200 5.00 1723.29 0.00 1723.29 1051.21 268.83 1320.04
21-Mar-94M COLOR MONITOR MA200 5.00 300.00 0.00 300.00 183.00 46.80 229.80
21-Mar-94M COLOR MONITOR MA200 5.00 300.00 0.00 300.00 183.00 46.80 229.80
21-Mar-94M COLOR MONITOR MA200 5.00 300.00 0.00 300.00 183.00 46.80 229.80
21-Mar-94M LOTUS & WORDPERFECT MA200 5.00 1840.80 0.00 1840.80 1380.56 184.10 1564.66
30-Mar-94M BUFFALO BOX CABLES MA200 5.00 994.82 0.00 994.82 606.84 155.19 762.03
14-Jul-94M UNKNOWN MA200 5.00 7657.61 0.00 7657.61 3752.23 1562.15 5314.38
31-Aug-94M UNKNOWN MA200 5.00 761.99 0.00 761.99 373.38 155.44 528.82
30-Sep-94M UNKNOWN MA200 5.00 5855.30 0.00 5855.30 2869.10 1194.48 4063.58
15-Nov-94M UNKNOWN MA200 5.00 4350.50 0.00 4350.50 1870.72 991.91 2862.63
01-Mar-95 INSIG MA200 5.00 3357.00 0.00 3357.00 671.40 1074.24 1745.64
03-Mar-95 ATL NETWORK MA200 5.00 337.87 0.00 337.87 67.57 108.12 175.69
01-Aug-95 ORBIT MA200 5.00 5825.00 0.00 5825.00 1165.00 1864.00 3029.00
01-Aug-95 2 HP JETDIRECT PRINTERS MA200 5.00 1106.94 0.00 1106.94 221.39 354.22 575.61
01-Aug-95 ACER 486VLB DX4 W/ZIF 25 @$1,165.00 MA200 5.00 1165.00 0.00 1165.00 233.00 372.80 605.80
18-Sep-95 7-AMD 486DX4/100MHZ 3.3V MA200 5.00 8155.00 0.00 8155.00 1631.00 2609.60 4240.60
22-Oct-95 7-AMD 486DX4/100MHZ 3.3V MA200 5.00 8155.00 0.00 8155.00 1631.00 2609.60 4240.60
22-Oct-95 6-AMD 486DX4/100MHZ 3.3V MA200 5.00 7545.00 0.00 7545.00 1509.00 2414.40 3923.40
126
ASSET DEPRECIATION SHORT REPORT - SORTED BY ASSET A/C
COMPANY: NRA
METHOD: 1 FEDERAL Std Conv Applied YEAR END: 12/31/96
NOTES: Range: 100-300 Include: All assets
includes Section 179
--------------------------------
Date Acq. Description Meth. Life Cost Sec. 179 Depr. Basis Beg A/Depr Curr Depr End A/Depr
------------------------------------------------------------------------------------------------------------------------------------
20-Nov-95 HJ LJ4 PRINTER MA200 5.00 2590.16 0.00 2590.16 518.03 828.85 1346.88
29-Nov-95 BACKUP MACHINE FOR ALL 6 OFFICES MA200 5.00 4031.62 0.00 4031.62 806.32 1290.12 2096.44
01-Dec-95 MICRON COMPUTERS MA200 5.00 1655.62 0.00 1655.62 331.12 529.80 860.92
01-Dec-95 MICRON COMPUTERS MA200 5.00 8180.10 0.00 8180.10 1636.02 2617.63 4253.65
29-Dec-95 ORBIT MA200 5.00 1407.31 0.00 1407.31 281.46 450.34 731.80
29-Dec-95 CDW COMPUTERS MA200 5.00 1441.73 0.00 1441.73 288.35 461.35 749.70
31-Dec-95 MICRON COMPUTERS MA200 5.00 1636.02 0.00 1636.02 327.20 523.53 850.73
31-Dec-95 PERIFITECH MA200 5.00 4392.53 0.00 4392.53 878.51 1405.61 2284.12
31-Dec-95 MICRON COMPUTERS MA200 5.00 1135.50 0.00 1135.50 227.10 363.36 590.46
31-Dec-95 PERIFITECH MA200 5.00 4451.00 0.00 4451.00 890.20 1424.32 2314.52
31-Dec-95 PERIFITECH MA200 5.00 2892.77 0.00 2892.77 578.55 925.69 1504.24
01-Feb-96A 4-Acer 486 VLB Complete MA200 5.00 4814.39 0.00 4814.39 0.00 962.88 962.88
01-Feb-96A 2-Xxxxx 32MB MA200 5.00 2236.50 0.00 2236.50 0.00 447.30 447.30
00-Xxx-00X X Xxxxxx Xxxxxxx Xxxxxx, 00 MB Xxxxx MA200 5.00 11322.05 0.00 11322.05 0.00 2264.41 2264.41
01-Feb-96A APC Smart Ups Online MA200 5.00 1129.54 0.00 1129.54 0.00 225.91 225.91
01-Feb-96A Aerial Pentium Server & Disk 32 MB Si MA200 5.00 16804.67 0.00 16804.67 0.00 3360.93 3360.93
01-Mar-96A Upgrade for Laptop-Winbook XP5 MA200 5.00 3476.94 0.00 3476.94 0.00 695.39 695.39
01-Mar-96A Upgrade for Laptop-Winbool XP5 MA200 5.00 3476.94 0.00 3476.94 0.00 695.39 695.39
01-Apr-96A Aerial Pentium Server L100/0 MA200 5.00 4759.49 0.00 4759.49 0.00 951.90 951.90
01-Apr-96A 2-64MB xxxxx 70ns MA200 5.00 4952.25 0.00 4952.25 0.00 990.45 990.45
01-Apr-96A Aerial 8 Device Power Hot Swap MA200 5.00 1543.18 0.00 1543.18 0.00 308.64 308.64
01-Apr-96A 4 Aerial 4.2 Gb Disk MA200 5.00 5959.74 0.00 5959.74 0.00 1191.95 1191.95
01-Apr-96A APC Smart UPS 2200 Online MA200 5.00 1125.00 0.00 1125.00 0.00 225.00 225.00
01-Apr-96A HP LJ4 12PPM & Universal Tray MA200 5.00 1726.76 0.00 1726.76 0.00 345.35 345.35
01-May-96A Netware 4.1 25 user external CD-ROM MA200 5.00 4025.84 0.00 4025.84 0.00 805.17 805.17
01-Jun-96A 3-Power Builder-Data Modeling & Prog. MA200 5.00 19653.01 0.00 19653.01 0.00 3930.60 3930.60
01-Jun-96A NOV*IX Client Server-10 user MA200 5.00 1475.00 0.00 1475.00 0.00 295.00 295.00
01-Jun-96A Connect Xxxxxxxxx 0 Xxxx & 0 XXXX-XX XX000 5.00 2209.68 0.00 2209.68 0.00 441.94 441.94
01-Jun-96A Novell 3.12 SN#00288037 MA200 5.00 2239.13 0.00 2239.13 0.00 447.83 447.83
01-Jun-96A VAerial Pentium Server, 32MB Xxxxx MA200 5.00 15782.27 0.00 15782.27 0.00 3156.45 3156.45
01-Jul-96A 64MB Xxxxx,Pentium Upgrade MA200 5.00 3395.17 0.00 3395.17 0.00 679.03 679.03
01-Jul-96A MA200 5.00 0.00 0.00 0.00 0.00 0.00 0.00
01-Jul-96A Aerial & Device Power Swap, 4.2Gb disk MA200 5.00 5082.22 0.00 5082.22 0.00 1016.44 1016.44
01-Jul-96A Aerial 8 Device Tower,Int 8Gb DAT-drive MA200 5.00 4853.24 0.00 4853.24 0.00 970.65 970.65
01-Jul-96A CPU,Intel Pentium 000 XXX XX000 5.00 1246.79 0.00 1246.79 0.00 249.36 249.36
01-Jul-96A 2 Network 3 User upgrades MA200 5.00 2806.00 0.00 2806.00 0.00 561.20 561.20
01-Sep-96A CPU, Intel Xxxxxxx 000 XXX XX000 5.00 1234.00 0.00 1234.00 0.00 246.80 246.80
01-Sep-96A CPU, Intel Xxxxxxx 000 XXX XX000 5.00 1234.00 0.00 1234.00 0.00 246.80 246.80
01-Sep-96A CPU, Intel Xxxxxxx 000 XXX XX000 5.00 1234.00 0.00 1234.00 0.00 246.80 246.80
01-Sep-96A CPU, Intel Xxxxxxx 000 XXX XX000 5.00 1234.00 0.00 1234.00 0.00 246.80 246.80
01-Oct-96A Three-user Network upgrade MA200 5.00 1050.00 0.00 1050.00 0.00 210.00 210.00
01-Oct-96A Internal 8Gb Xxxxxx XXX Xxxxx & Xxx XX000 5.00 1259.38 0.00 1259.38 0.00 251.88 251.88
00-Xxx-00X XXX, Xxxxx Xxxxxxx 000 XXX XX000 5.00 2478.00 0.00 2478.00 0.00 495.60 495.60
00-Xxx-00X XXX, Xxxxx Xxxxxxx 000 XXX XX000 5.00 1509.05 0.00 1509.05 0.00 301.81 301.81
00-Xxx-00X XXX 000 000XXX Xxxxxxx Processor MA200 5.00 1332.45 0.00 1332.45 0.00 266.49 266.49
Totals for ASSET A/C: 200 756029.49 0.00 755979.49 481297.93 576913.04
Less: Disposed Assets (Curr Depr: 1382.04) 116551.81 0.00 116551.81 112656.51 114038.55
---------- ----- --------- --------- ---------
Net Totals for ASSET A/C: 200 (206 assets) 639477.68 0.00 639427.68 368641.42 95615.11 462874.49
------------------------------------------------------- ========== ===== ========= ========= ======== =========
A/C# 300 BUILDINGS
-------------------------------------------------------
30-Nov-94 PORTER, WRIGHT, XXXXXX & XXXXXX MSL 40.00 8500.00 0.00 8500.00 221.60 212.50 434.10
00-Xxx-00 XXXXXXXX XX XXXXXXXX XXX 40.00 1022655.00 0.00 1022655.00 26951.50 25566.38 52517.88
31-Dec-94 ARCON INTERESTS MSL 40.00 76340.02 0.00 76340.02 1990.18 1908.50 3898.68
30-Jan-95 ARCON INTERESTS MSL 40.00 21067.68 0.00 21067.68 504.75 526.69 1031.44
31-May-95 ARCCON INTERESTS MSL 40.00 3909.86 0.00 3909.86 61.09 97.75 158.84
Totals for ASSET A/C: 300 (5 assets) 1132472.56 0.00 1132472.56 29729.12 28311.82 58040.94
========== ===== ========== ======== ======== ========
Grand Totals for all accounts: 2373725.16 0.00 2373675.16 791861.38 1010344.98
Less: Disposed assets (Curr Depr: 1382.04) 116551.81 0.00 116551.81 112656.51 114038.55
---------- ----- ---------- --------- ----------
Net Totals for all accounts: (705 assets) 2257173.35 0.00 2257123.35 679204.87 218483.60 896306.43
========== ===== ========== ========= ========= ==========
Codes that may appear next to date acquired: A-Addition, D-Disposal,
T-Traded, M-Mid Quarter Applied
127
SCHEDULE 4.1(g)
CONTRACTS AND OTHER INSTRUMENTS
Seller operates under the following asset management and disposition contracts:
1. PAMI/ALI-NorthCorp Master Asset Management and Servicing Agreement;
2. Asset Management and Servicing Agreement between Columbus Realty
Investment Corporation and Columbus Property Corporation and NorthCorp Realty
Advisors, Inc.;
3. Sub-Servicing Agreement with EQ Services;
4. Sub-Servicing Agreement with AMRESCO Management Inc.; and
5. Subservicing Agreement between CMC TEJV-1, L.L.C. and Crown
NorthCorp, Inc.
Crown Revenue Services operates under asset management and disposition
contracts with:
1. The Board of Participants of Port Liberte Partners;
2. CRS Bond Portfolio, L.P. and CRS Bond Portfolio I, L.P.
Eastern Realty Corporation operates under the following asset management
contracts:
1. A Loan Advisory Agreement with COMAC Xxxxxx Properties, LLC;
2. An Advisory Agreement with COMAC West Partners, L.P.;
3. A Portfolio Management Agreement with COMAC Xxxxxx Properties, LLC;
4. A Management Agreement with Baltimore Portfolio REO Holdings, L.P.;
5. An Advisory Agreement Potomac Mid-Atlantic Partners, L.P.;
6. A Portfolio Management Agreement with Potomac Mid-Lantic Partners,
L.P.; and
7. A Portfolio Management Agreement with Providence Land Partners,
L.P.
Other agreements, instruments, leases, licenses, arrangements or understandings
under which the Seller and its Subsidiaries operate are set forth on Schedule
4.1(f) [Properties] and Schedule 4.1 (k) [Intellectual Property Rights].
128
SCHEDULE 4.1(h)
EMPLOYEES
(i) See attached benefit summary
(ii) No information to be scheduled
(iii) No information to be scheduled
(iv) No information to be scheduled
(v) No information to be scheduled
(vi) See attached schedule
129
EMPLOYEE BENEFITS SUMMARY
VACATION
Vacation is accrued as follows:
Initial Partial Year Pro Rata (Maximum of 5 days)
Calendar Years 1-4 10 days per year
Calendar Years 5-9 15 days per year
Over 10 Years 20 days per year
HOLIDAYS
The following days are observed as paid holidays:
New Years Day
Xxxxxx Xxxxxx Xxxx Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
The Day after Thanksgiving
Christmas Day
SICK LEAVE/DISABILITY PAY
An employee is entitled to 5 days of sick leave per year, and may
carry over up to five sick days into the following calendar year.
An employee is entitled to half-pay for up to twenty days of a
disability.
PERSONAL DAYS
An employee is entitled to two personal days which may not be carried
over.
TUITION REIMBURSEMENT
The company currently provides tuition reimbursement up to an annual
maximum of $1,000 for classes in a related field.
130
EMPLOYEE BENEFITS SUMMARY
PAGE 2
COMPANY PAID INSURANCE
Health insurance is provided through Avalon Benefits Services. The
company pays for the employee's share of premiums, and the company fully funds
a Medical Incentive Reimbursement Account. The plan has a PPO attached with
both in and out of network benefits. The PPO's are office specific.
A life insurance policy in the amount of twice annual salary, not to
exceed $50,000, is provided through Erie Life.
VOLUNTARY INSURANCE
Short-term and long-term disability are available on a payroll
deduction basis through Xxxx Xxxxxx.
Dental insurance is available on a payroll deduction basis through
American Prepaid Dental.
401(k)
An employee retirement program or 401(k) is offered through X. Xxxx
Price. Employees can differ up to 15% of their pay, up to current IRS maximums.
The company will match 25% of deferral contributed, not exceeding 1% of the
employee's annual salary or 25% of maximum deferral allowed.
125 FLEXIBLE SPENDING ACCOUNT
A flexible spending account is set up through Avalon benefits for
pre-tax deductions for all insurance premiums, excluding disability, dependent
care and medical expenses.
131
CROWN // NORTHCORP
EMPLOYEE LISTING AS OF MARCH 28, 1997
ANNUALIZED
LAST NAME FIRST NAME LOCATION SALARY
--------- ---------- -------- ----------
Xxxxx Xxxxxx Columbus $300,000
Xxxxxxxxx Xxx Hoboken $125,000
Xxxxxxx Xxx D.C. $125,000
Xxxxx Xxxxxxx Columbus $115,000
Xxxxxxx Xxxxxxx Atlanta $115,000
Xxxxxx Xxxx Columbus $110,000
Druseikis Xxx Xxxxxxxx $90,750
Xxxxxxx Xxxxx Columbus $90,000
Xxxxxx Xxxxxx D.C. $88,147
Xxxxxxx, Jr. Xxxxxx Hoboken $88,000
Xxxxxxx Xxxx Atlanta $84,000
Xxxxxxx Xxx Columbus $80,000
Xxxxx Xxxxx Dallas $78,900
Xxxxx Xxxxx Atlanta $77,250
Xxxxxxx III Xxxx Dallas $77,250
Xxxxxx Xxxxx Xxxxxx $76,000
TOTAL EMPLOYEES 16 $1,720,297
132
SCHEDULE 4.1(j)
AUTHORITY TO SELL
Except for such consents or filings as may be required by various state Blue
Sky laws, no consents, authorizations, approvals, orders, licenses,
certificates or permits of or from, or declarations of filings, with any
federal, state, local, or other government authority or any court or other
tribunal are required.
No consents of any party to any contract, agreement, instrument, lease,
license, arrangement or understanding to which the Seller or and Subsidiary is
a party, or to which it or any of its businesses, properties, or assets are
subject, are required.
133
SCHEDULE 4.1(k)
INTELLECTUAL PROPERTY RIGHTS
The Seller and the Subsidiaries license the computer software set forth below:
SOFTWARE IN USE AT CROWN NORTHCORP:
XxXxxxxxx Financial Services' Strategy loan servicing system was acquired by
Crown NorthCorp in 1996 as a replacement for the FICS loan servicing system,
which was deemed inadequate for our needs. Strategy enjoys an excellent
reputation among loan servicers, rating agencies, and others, having been
selected by nine of the ten largest servicers in the nation. However, Crown
NorthCorp has also found it necessary to enhance the functionality of the
Strategy system by creating supplementary programs for the generation of
General Ledger entries and funds transfer capabilities. This work was performed
by Xx. Xxxxx, with guidance from Messrs.. Xxxxx, Xxxxx and England.
Databases are regularly provided to clients in lieu of paper-based reporting
for managed assets. These client databases are assembled from the files of the
Asset Management database, the General Ledger and the Strategy loan servicing
system using a series of reports and programs developed by Xx. Xxxxx and Mr.
England.
Commercial software:
Productivity Software:
ACT for Windows v2.0 Contact management
Corel Draw v5.0
Freelance Graphics v2.1
HiJaak Pro v2.0 Screen capture utility
HotDog Web Editor HTML editor
Lotus 123 v5.0
Microsoft Works v3.0
Microsoft Excel v5.0
Microsoft PowerPoint v4.0
Microsoft Word v6.0
Power Translator
Snap Graphics v1.0
Visio v3.0
WordPerfect v6.1
Carera Pro Scanner OCR
Desktop Operating Systems:
Microsoft DOS v6.22
134
Microsoft Windows for Workgroups v3.11
Network Operating Systems & Connectivity:
Novell NetWare v3.11
Novell NetWare v3.12
Novell NetWare v4.10
NetWare Connect v2.0 Communications server
NOV*IX v3.11 IPX-IP gateway
NetWare for SAA v2.0 AS/400 gateway
Newport Systems Enterprise Router Wide Area Network communications
Reflections v6.01 AS/400 connectivity
RUMBA Access/400 v3.0 AS/400 connectivity
Firewall 1 InterNet firewall
SMTP & MHS Mail Gateways InterNet mail connectivity
Mid-Range Operating Systems:
OS/400 v3r1
Network & Utility Software:
Hewlett Packard JetAdmin Network printer administration
Lan Escort v3.52c Windows desktop administration
SofTrack v2.70c Application metering
ClickNet v2.41 Network diagraming
Clientele - IS v2.01 Help desk software
Data Junction v5.1 File format translator
McAfee Viruscan For Win v2.52 Virus scanning
WinZip v6.0 File compression
ARCserve v5.01g Tape backup
McAfee Netshield v2.32 Virus scanning
PowerChute Plus v4.24 Power monitoring
Communications Software:
Adobe Acrobat Reader v.2.1
Business Express/PC Bank account access
CompuServe v2.01
Xxxxx Link SEC filings
Mornet Manager FNMA filings
Mortgage Bankers Fin Reporting
Microsoft Mail v3.5 Internal e-mail
Netscape v3.0 Web browser
PcAnyWhere v2.0 General purpose communications
Procomm for Windows v2.0 General purpose communications
Reference Software:
Xxxxxxxx'x Ohio Law on Disk v3.1
135
CCH Securities Law v2.0
CT Advantage v3.0 Public record filings
Multifamily Guide Express FNMA regulations
Database & Development Software:
Clipper v5.3
Crystal Reports v4.5
DataEase v5.11
DB2/400
Dbase III
Dbase IV
Dclip v3.53
FoxPro for DOS v2.6
FoxPro for Windows v2.6a
Microsoft Access v2.0
PowerBuilder 5.0
R&R for SQL v6.5
R&R for Xbase v6.5
R&R for RUMBA v6.0
S-Designor v5.1 Data modeling
Advantage Database Server v4.00 Database management
Gupta SQL Server v6.01
Sybase SQL Anywhere Network Server v5.5
Administrative Software:
Plan Manager v3.20b 401(k) administration
ADP Payroll v6.0
Asset Keeper v11 Fixed assets
Descriptions Now v3.01
FloorPlan Plus v2.0
ManagePro v3.1
Platinum Accounting Series Corporate G/L
Skills Assessment Testing
Asset Management Software:
Argus v6.0 Real estate performance modeling
Workout Prospector v1.13 Xxxxxxx Mac workout modeling
Strategy Document Generation
Not in Use:
FICS Loan Servicing v4.10
Great Plains Asset Accounting
Power Translator
System Once Access
136
SCHEDULE 4.1(l)
INSURANCE
COVERAGE CARRIER POLICY NO.
-------- ------- ----------
Property & Contents Xxxxxx Group 3MG421774-02
Valuable Papers Xxxxxx Group 3MG421774-02
Electronic Equipment Xxxxxx Group 3MG421774-02
Commercial General Liability Xxxxxx Group 3MG421774-02
Boiler & Machinery Xxxxxx Group 0XX000000-00
Automobile Xxxxxx Group E3C0018977
Worker's Compensation Xxxxxx Group 3CM943670-02
Umbrella Liability Xxxxxx Group 3MG421774-02
Errors & Omissions American Dynasty TER1214420
Surplus Lines Ins. Co.
Directors & Officers American Dynasty TDO 1235936
Surplus Line Ins. Co.
Fiduciary Liability Aetna Casualty & FF100963396
Surety Company
Crime U S F & G Co. CCR145598122
Kidnap & Xxxxxx Xxxxx 0000-00-00
Xxxxx Xxxxx Property & 3-0062-5564-4
Casualty Co.
137
SCHEDULE 4.1(m)
RELATED PARTY TRANSACTIONS
Neither the Seller nor any of its Subsidiaries is directly a party to any oral
or written contract, agreement, lease or arrangement with, or written contract,
agreement, lease or arrangement with or commitment to any Related Party. No
Related Party directly or indirectly owns or controls any assets or properties
used in the business of the Seller or any Subsidiary. No Related Party,
directly or indirectly, engages in or has any significant interest in any
business which is a competitor, customer or supplier of the Seller or any
Subsidiary.
During 1996, the Seller engaged in the following transactions with Xxxxxx X.
Xxxxx or his affiliates:
1. The Seller and its Subsidiaries incurred $11,405.89 in rent expense
to Cliffs Purchase Company, Ltd. an affiliate of Xx. Xxxxx, for the storage of
extensive records and equipment.
2. The Seller and its Subsidiaries incurred $16,870.40 in expense to
Trident Air Services, Inc., an affiliate of Xx. Xxxxx.
3. The Seller performed servicing, accounting and consulting services
for various companies affiliated with Xx. Xxxxx. Revenues generated for these
services were $85,968.58.
