SETTLEMENT AGREEMENT AND RELEASE OF LIENS AND CLAIMS
This Settlement Agreement and Release of Liens and Claims (the
"Agreement") is entered as of this 2nd day of December, 1994, by and among
the Parties defined below. Except as otherwise defined herein, capitalized
terms shall have the meanings assigned to them in section 1 hereof.
R E C I T A L S
WHEREAS, Lenders have made certain loans and other financial
accommodations to Borrower pursuant to the Amended Loan Agreement and the
Amended Loan Documents; and
WHEREAS, pursuant to the Amended Loan Documents, Borrower is
indebted to Lenders in the amount of $15,054,232.80 as of December 2, 1994,
which amount is subject to increase after such date (i) new Revolving
Credit Advances made after the date set forth above, (ii) interest which
accrues after the date set forth above on the Revolving Credit Loan, the
Term Loan, or the other Obligations under the Amended Loan Documents, and
(iii) fees, costs, or expenses payable under the Amended Loan Documents and
interest charges relating thereto, and which amount is subject to decrease
after the date set forth above based upon payments made by or on behalf of
Borrower to Agent for the benefit of Lenders (the "Indebtedness"); and
WHEREAS, the Obligations, including the Indebtedness, are
evidenced by, among other things, the Term Loan Notes and the Revolving
Credit Notes; and
WHEREAS, pursuant to the terms of the Amended Joint Security
Agreement, repayment of the Obligations, including the Indebtedness, is
secured by liens and security interests in the Collateral; and
WHEREAS, pursuant to the Amended Guaranty and the Other
Guarantees, Parent and the Capital Subsidiaries have guaranteed repayment
of the Obligations, including the Indebtedness; and
WHEREAS, in connection with the Amended Guaranty and the Other
Guarantees, Parent and the Capital Subsidiaries have pledged certain stock
certificates and granted liens and security interests in such stock and
other Guaranty Collateral to Agent and Lenders; and
WHEREAS, Borrower, Parent and certain of their respective
subsidiaries have entered, or will enter, into the Refinancing Transaction;
and
WHEREAS, in connection with the Refinancing Transaction,
Borrower, Parent and the Capital Subsidiaries have requested Agent and
Lenders to release their liens and security interests in the Collateral and
the Guaranty Collateral; and
WHEREAS, Agent and Lenders are willing to release their liens and
security interests in the Collateral and the Guaranty Collateral
conditioned upon (i) payment of the Release Price; (ii) execution and
delivery of this Agreement and the releases contained herein; and (iii) the
effectiveness of this Agreement.
NOW, THEREFORE, upon the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the Parties hereto
intending to be legally bound hereby, such Parties hereby agree as follows:
A G R E E M E N T
1. Definitions.
"Agent" shall have the meaning assigned to it in the Amended
Loan Agreement.
"Agreement" shall have the meaning assigned to it in the
Preamble hereto.
"Aircraft Assignment" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Aircraft Mortgage" shall have the meaning assigned to it in
the Amended Loan Agreement.
"Amended Agency and Possession Agreement" shall have the
meaning assigned to it in the Amended Loan Agreement.
"Amended and Restated Intercreditor Agreement" shall have
the meaning assigned to it in the Amended Loan Document.
"Amended and Restated Loan Agreement" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Amended Collateral Documents" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Amended Guaranty" shall have the meaning assigned to it in
the Amended Loan Agreement.
"Amended Joint Security Agreement" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Amended Loan Agreement" shall mean that certain Second
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
December 21, 1992, by and among Borrower, Lenders, and Agent, including all
amendments, modifications and supplements thereto, and any appendices,
exhibits or schedules to any of the foregoing, and shall refer to the
Amended Loan Agreement as the same may be in effect at the time such
reference becomes operative.
"Amended Loan Documents" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Amendments" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Ancillary Agreements" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Borrower" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Borrower Subsidiary" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Capital Subsidiary" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Cash Collateral Account" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Collateral" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Deposit Account" shall have the meaning assigned to it in
the Amended Loan Agreement.
"Effective Date" shall be the first business day on which
(i) all Parties have executed this Agreement; and (ii) Agent has
acknowledged receipt of the Release Price in good funds.
"Excluded Claims" shall mean any obligations created or
arising under or recognized in this Agreement, including, without implied
limitation, the claim reserved under section 3 hereof, indemnification
claims under sections 7 and 8 hereof, and any Obligations, including the
Indebtedness, that are revived under section 8 hereof.
"Existing Bank Debt" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Existing Bank Notes" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Existing Guaranties" shall have the meaning assigned to it
in the Amended Loan Agreement.
Existing Intercreditor Agreement" shall have the meaning
assigned to it in the Amended Loan Agreement
"Existing Loan Agreement" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Existing Intercreditor Agreement" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Existing Loan Documents" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Existing Noteholder Debt" shall have the meaning assigned
to it in the Amended Loan Agreement.
"Existing Noteholder Notes" shall have the meaning assigned
to it in the Amended Loan Agreement.
"Existing Pledge Agreement" shall have the meaning assigned
to it in the Amended Loan Agreement.
"Existing Security Agreement" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Extension Agreement" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Fairfield & Woods" shall mean Fairfield and Woods, P.C., as
collateral agent under the Amended Agency and Possession Agreement.
"Fee Cap" shall have the meaning assigned to it in section 3
hereof.
"Forbearance Agreement" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Guaranty Collateral" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Guaranty Reaffirmations" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Indebtedness" shall have the meaning assigned to it in the
Recitals hereto.
"Lender" or "Lenders" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Loans" shall have the meaning assigned to it in the Amended
Loan Agreement.
"New Blocked Account" shall have the meaning assigned to it
in the Amended Loan Agreement.
"New Lenders" shall have the meaning assigned to it in the
definition of "Norwest Bank" set forth below.
"1986 Security Agreement shall have the meaning assigned to
it in the Amended Loan Agreement.
"Norwest Bank" shall mean Norwest Bank Colorado, National
Association, as agent for itself, First Interstate Bank of Denver, N.A.,
and Norwest Equipment Finance, Inc. (collectively the "New Lenders").
"Noteholder" or "Noteholders" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Note Purchase Agreement" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Note Transaction" shall mean the sale by CIG & Co. of a
portion of the indebtedness under the Note Purchase Agreement to Horace
Mann Life Insurance Company and the subsequent repurchase of the then
outstanding amount of such indebtedness by CIG & Co.
"Obligations" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Old Blocked Account" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Old Blocked Savings Account" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Omnibus Amendments" shall have the meaning assigned to it
in the Amended Loan Agreement.
"Other Guarantees" shall have the meaning assigned to it in
the Amended Loan Agreement.
"Other Guaranty Reaffirmations" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Parent" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Parent Subsidiary" shall have the meaning assigned to it in
the Amended Loan Agreement.
"Parties" shall mean the parties to this Agreement which are
Agent, Lenders, Borrower, Parent, and the Capital Subsidiaries.
"Prior Amended Intercreditor Agreement" shall have the
meaning assigned to it in the Amended Loan Agreement.
"Prior Amended Loan Agreement" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Prior Amended Loan Documents" shall have the meaning
assigned to it in the third complete recital on page 4 of the Amended Loan
Agreement, and all amendments thereto.
"Refinancing Transaction" shall mean that certain loan
transaction as evidenced by the Credit and Security Agreement dated as of
November 30, 1994, by and among Borrower and the New Lenders pursuant to
which, among other things, Borrower will repay the Indebtedness.
"Release Price" shall have the meaning set forth in section
3 of this Agreement.
"Releasees" shall mean Agent, Lenders, Borrower, Parent, and
the Capital Subsidiaries.
"Releasors" shall mean Agent, Lenders, Borrower, Parent, and
the Capital Subsidiaries.
"Revolving Credit Advance" shall have the meaning assigned
to it in the Amended Loan Agreement.
"Revolving Credit Loan" shall have the meaning assigned to
it in the Amended Loan Agreement.
"Revolving Credit Note" or "Revolving Credit Notes" shall
have the meaning assigned to it in the Amended Loan Agreement.
"Subsidiary" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Third Party Funds" shall have the meaning assigned to it in
the Amended Loan Agreement.
"Term Loan" shall have the meaning assigned to it in the
Amended Loan Agreement.
"Term Loan Note" or "Term Loan Notes" shall have the meaning
assigned to it in the Amended Loan Agreement.
"Waiver Agreement" shall have the meaning assigned to it in
the Amended Loan Agreement.
2. Rules of Construction. Unless the context of this Agreement
clearly requires otherwise, references to the plural include the singular,
singular includes the plural, part includes the whole, and "or" has the
inclusive meaning represented by the phrase "and/or." The words "hereof,"
"herein," "hereunder," and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
All references to the term "Agreement" contained in the definitions
incorporated into this Agreement from the Amended Loan Agreement shall be
read to be to the Amended Loan Agreement and not to this Agreement.
3. Release Price. Borrower shall pay or cause to be paid to
Agent for the benefit of Lenders the amount of $15,072,232.80 (the "Release
Price"). The Release Price shall consist of the then current Indebtedness
plus an amount equal to Agent's good faith estimate of the costs and
expenses to be incurred by it after November 30, 1994, in consummating the
transaction contemplated by this Agreement, not to exceed $18,000.00 in the
aggregate (the "Fee Cap"). Following payment of the Release Price and
consummation of the transaction contemplated by this Agreement, Agent shall
refund to Borrower that portion of the Fee Cap (if any) that exceeds
Agent's actual costs and expenses. Any claim by Agent against Borrower or
Borrower against Agent concerning the Fee Cap shall be an Excluded Claim.
Payment of the Release Price shall be made to Agent by wire transfer as
follows: Mellon Bank, N.A., Pittsburgh, Pennsylvania, 3 Mellon Bank
Center, Credit Account No. 990-873-800, Ref.: Capital Associates
International, Inc. Payoff -- ABA No. 043-000-261. Payment of the Release
Price shall not be considered to be complete until Agent has confirmed
that it is in receipt of good funds.
4. Release of Security; Surrender of Promissory Notes, Chattel
Paper, and Pledged Stock. Upon the Effective Date, Agent and Lenders, as
appropriate, shall (i) deliver to Borrower the original of each and all of
the Term Loan Notes and the Revolving Credit Notes marked "paid and
discharged"; (ii) deliver to Borrower or its designee signed Uniform
Commercial Code termination statements terminating Agent's and Lenders'
liens and security interests in the Collateral, the Guaranty Collateral and
any and all such other property, if any, securing repayment of the
Obligations under the Amended Loan Documents; (iii) deliver to Borrower or
its designee signed releases of the Aircraft Assignment and the Aircraft
Mortgage; (iv) cause to be delivered to Borrower or its designee the
"Pledged Collateral" (as that term is defined in the Amended Agency and
Possession Agreement); (v) deliver to Borrower, Parent, and the Capital
Subsidiaries, as appropriate, or their respective designees, the stock
certificates pledged to Agent under any of the Amended Collateral
Documents; (vi) rescind any instructions given to depository institutions
other than Agent that restrict Borrower's, Parent's or any Capital
Subsidiary's access to any and all Deposit Account(s); (vii) subject to any
contrary arrangements between Borrower and Agent, deliver to Borrower or
its designee any checks or cash then held or on deposit in the Cash
Collateral Account, the Old Blocked Account, the New Blocked Account, or
the Old Blocked Savings Account that Borrower, Parent, the Capital
Subsidiaries, or third parties are entitled to receive under the terms of
the Amended Loan Agreement; and (viii) at the expense of the requesting
person or entity, execute such other and further documentation as may
reasonably be requested by (A) Norwest Bank or its designee to evidence the
release of Agent's and Lenders' liens and security interests in the
Collateral, the Guaranty Collateral, and any and all such other property,
if any, securing repayment of the Obligations under the Amended Loan
Documents, and (B) Borrower, Parent, or the Capital Subsidiaries to
evidence the satisfaction, release, and discharge of the Obligations.
5. Mutual Release of Claims. Upon the Effective Date, the
Releasors, on behalf of themselves and their respective officers,
directors, shareholders, partners, parents, subsidiaries, divisions,
affiliates, alter-egos, licensees, transferees, legal representatives,
trustees, agents, successors, predecessors, heirs, and assigns, hereby
fully release, remise and discharge the Releasees, and their respective
officers, directors, shareholders, partners, parents, subsidiaries,
divisions, affiliates, successors, predecessors, heirs, assigns, employees,
agents, alter-egos, licensees, transferees, legal representatives,
trustees, servants, accountants, and attorneys, and Fairfield & Woods, from
each and every claim, counter-claim, cross-claim, debt, contract, injury,
damage, liability, obligation, tort, cause of action, claim for relief, or
other theory of recovery, that such Releasors have or may have had, now
have, or may hereafter acquire against such Releasees, whether known or
unknown, seen or unforeseen, suspected or unsuspected, contingent or
liquidated, latent or patent, including claims for attorneys' fees, costs,
and other expenses (such as fees and costs for accountants and other
professionals), from the beginning of time through the date set forth in
the preamble on the first page of this Agreement, other than the Excluded
Claims, arising out of or in any way concerning, connected or relating to
(i) the negotiation, drafting, documentation, execution, implementation,
interpretation, administration, funding,
work-out, waiver, requirement, dispute concerning, amendment,
restructuring, collection, payment, or enforcement of the Existing Loan
Documents, the 1986 Security Agreement, the Prior Loan Agreement, the Prior
Loan Documents, and the Amended Loan Documents; (ii) the Amended Collateral
Documents, including the handling, administration, or disposition of any
Collateral or Guaranty Collateral, (iii) the Waiver Agreement; (iv) the
Extension Agreement; (v) the Forbearance Agreement; (vi) the Amendments;
(vii) the Obligations, including the Indebtedness; (viii) the loan
relationship between and among Borrower, Agent, and Lenders; (ix) the Term
Loan Notes, the Revolving Credit Notes, the Existing Bank Notes, the
Existing Noteholder Notes, or any predecessor promissory notes to any of
the foregoing; (x) the Amended Guaranty, the Other Guarantees, the Guaranty
Reaffirmations, and the Other Guaranty Reaffirmations; (xi) the Amended
Agency and Possession Agreement; (xii) the receipt, deposit, handling,
transfer or disposition of Third Party Funds; and/or (xiii) the operation
or conduct of the businesses of Borrower, Parent, and the Capital
Subsidiaries.
6. Waiver. In connection with the release under section 5
hereof, each Releasor expressly waives the benefits of Section 1542 of the
California Civil Code (or any other similar law, statute or rule that may
be applicable), which provides as follows:
A general release does not extend to claims
which the creditor does not know or suspect to
exist in his favor at the time of executing the
release, which if known by him must have
materially affected his settlement with the
debtor.
7. Acknowledgements. Each of the Parties to this
Agreement has consulted with its legal counsel and has received independent
legal advice concerning the advisability of entering into the releases and
the waivers set forth herein, and each Party understands that, other than
with respect to the Excluded Claims, the releases set forth in section 5
hereof are intended to be full and complete releases of any and all claims
or causes of action held by the Releasors against the Releasees, including
those claims or causes of action which may not yet exist because they are
inchoate, and any and all claims or causes of action that might now exist
but are not presently known to the Parties to this Agreement. Each
attorney signing this Agreement represents that it has consulted with its
client about this Agreement and that it has advised its client concerning
the import and effect of the releases and waivers contained in this
Agreement, including the waiver of Section 1542 of the California Civil
Code or other similar law set forth in section 6 hereof. Each Party
signing this Agreement acknowledges that its counsel has reviewed this
Agreement and it, he, or she, has been advised by such counsel concerning
the import and effect of the releases and waivers contained in this
Agreement, including the waiver of section 1542 of the California Civil
Code or other similar law set forth in section 6 hereof. Each Releasor
understands and acknowledges that the significance and consequence of its
waiver of Section 1542 of the California Civil Code or other similar law is
that even if such Releasor eventually suffers or discovers additional
claims or damages, no claim could be made for those claims or damages that
are covered by the releases exchanged hereunder. Each Releasor also
acknowledges that it intends these consequences even as to claims or
damages that may exist as of the date set forth in the preamble on the
first page of this Agreement, but which for whatever reason such Releasor
does not know exists, and which, if known, would materially affect such
Releasor's decision to execute this Agreement. The Releasors intend this
Agreement to be binding upon them regardless of any claims of fraud,
misrepresentation, concealment of fact, mistake of law or fact, duress, or
any other circumstance whatsoever in connection with any matter hereby
dealt with and/or the negotiation and settlement of this Agreement. In
entering into this Agreement and the releases provided for herein, each
Releasor recognizes that no facts or representations are ever absolutely
certain. Accordingly, each Releasor assumes the risk of any
misrepresentation, concealment, or mistake; and if any of the Releasors
should subsequently discover that any facts relied upon by it or them in
entering into this Agreement were or are untrue, or that any fact was
concealed from it or them, or that an understanding of the facts or of the
law was incorrect, that Releasor or those Releasors shall not be entitled
to set aside this Agreement or the releases provided for herein by reason
thereof. The finality of this Agreement is a material factor inducing the
Releasors to enter into this Agreement. The Parties acknowledge that this
Agreement has been negotiated at arm's length by each of the Parties hereto
and that each Party has participated in the drafting of this Agreement, and
accordingly, any ambiguities in this Agreement shall not be construed
against any particular Party as the drafter of this Agreement, and instead,
this Agreement shall be interpreted in a reasonable manner to effect the
intentions of the Parties. Each Party executing this Agreement hereby
(i) acknowledges that (other than the Note Transaction) it has not
heretofore sold, assigned, or transferred to any third party any portion of
the claims or causes of action being released under this Agreement; and
(ii) agrees to indemnify, defend, save and hold forever harmless the
persons or entities released by such Party from any claims or costs
incurred as a result of any person or entity asserting a claim pursuant to
any such assignment or transfer. Each Releasor acknowledges and represents
that it is not relying on any representations or statements made by or on
behalf of any other Releasor or any Releasee in entering into this
Agreement. Moreover, each Releasor hereby agrees to assume the risk of any
mistake of fact in entering into this Agreement. Nothing contained in this
Agreement shall be construed as an admission of liability of any person or
party released under the terms hereof.
8. Revival of Obligations; Indemnification. If and to the
extent all or any portion of the Release Price is required to be disgorged,
returned or turned over by Agent or any of the Lenders to any person or
entity, then the Obligations, including the Indebtedness, shall revive to
the extent and in the amount of the portion of the Release Price that is
disgorged, returned, or turned over, and the Amended Guaranty and the Other
Guarantees shall also revive to the extent that any portion of the Release
Price is disgorged, returned, or turned over. In addition, Borrower,
Parent and each Capital Subsidiary agree to indemnify, defend, save and
hold Agent and Lenders (and their respective parents, subsidiaries,
affiliates, shareholders, officers, directors, partners, successors,
predecessors, representatives, heirs, and assigns) harmless from and
against any and all claims or causes of action arising out of or related to
(i) this Agreement; (ii) the Existing Loan Documents, the Prior Loan
Documents or the Amended Loan Documents; (iii) the Refinancing Transaction;
or (iv) any losses from failure by Agent or Lenders to collect or retain
the full amount of checks or other deposits or payments previously received
by Agent or Lenders and applied by any of them against the Obligations,
including the Indebtedness.
9. Waivers. Each Party to this Agreement acknowledges that
adequate consideration has been given by each Party hereto for the
benefits, payments, and releases granted hereunder. Accordingly, upon
completion of payment of the Release Price to Agent in accordance with
section 3 hereof, each Party hereto (A) acknowledges that consummation of
the Refinancing Transaction is not a default under the Amended Loan
Documents, (B) waives any right to declare such default, and (C) waives any
right to challenge the Refinancing Transaction as a fraudulent conveyance
under federal or state law.
10. Miscellaneous. This Agreement constitutes the entire
agreement by the Parties hereto concerning the subject matter hereof and
supersedes all prior or contemporaneous oral or written agreements or
discussions. This Agreement may not be altered or amended except by mutual
agreement evidenced by a writing signed by the Party or Parties sought to
be bound by such amendment, which writing shall be identified as an
amendment to this Agreement. The Parties specifically agree that any prior
drafts of this Agreement are superseded by the executed Agreement and may
not be presented by any Party as evidence of any Party's intent,
understanding or agreement. This Agreement shall be binding upon the
successors and assigns of the Parties to this Agreement. Except as
expressly set forth herein, nothing contained in this Agreement is intended
to, or shall be construed to, create any rights in any third parties.
Pursuant to the terms of the Amended Loan Documents, Borrower shall be
responsible for the costs, expenses and attorneys' fees incurred by Agent
in connection with the preparation, review, negotiation, execution and
delivery of this Agreement. If any action is brought to enforce or
interpret any provision of this Agreement or the rights or obligations of
any Party hereto, the prevailing party in such action shall be entitled to
recover its, his, or her reasonable attorneys' fees. This Agreement shall
be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to principles or rules of
conflicts of law. The headings and captions have been inserted for
convenience of reference only and shall not be used in interpreting the
provisions of this Agreement. This Agreement may be executed in counter-
parts which, when taken together, shall constitute the entire Agreement.
Signatures to this Agreement may be exchanged by telecopy and each Party
hereto agrees to accept the telecopied signatures of the other Parties
hereto and to be bound by its own telecopied signature.
11. Effective Date. Unless first terminated under section 12
hereof, this Agreement shall become effective on the Effective Date.
12. Termination. This Agreement may be terminated as follows:
(i) prior to the occurrence of the Effective Date, Borrower may terminate
this Agreement by written notice to Agent or Agent may terminate this
Agreement by written notice to Borrower; or (ii) this Agreement shall
automatically terminate if payment of the Release Price under section 3
hereof has not been completed by the close of business on December 5, 1994.
This Agreement may not be terminated after the Effective Date has occurred.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first written above.
AGREED:
BORROWER: AGENT:
CAPITAL ASSOCIATES MELLON BANK, N.A.
INTERNATIONAL, INC.
By: /s/John E. Christensen By: /s/Brigitte R. Bouchat
_______________________ _________________________
Its: Senior Vice President Its: Vice President
PARENT:
CAPITAL ASSOCIATES, INC.
By: /s/John E. Christensen
_______________________
Its: Senior Vice President
BANKS: NOTEHOLDERS:
MELLON BANK, N.A. CIG & CO., as nominee for
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, successor
to HORACE MANN LIFE INSURANCE
By: /s/Brigitte R. Bouchat COMPANY
________________________
Its: Vice President By: /s/James F. Coggins, Jr.
________________________
Its: Partner
THE CHASE MANHATTAN BANK, N.A.
By: /s/Sherman Edmiston
__________________________
FIRST BANK NATIONAL ASSOCIATION
By: /s/Jack L. Quitmeyer
________________________
Its: Vice President
BORROWER SUBSIDIARIES: PARENT SUBSIDIARIES:
CAI LEASING CANADA, INC. CAI EQUIPMENT LEASING I CORP.
By: /s/John E. Christensen By: /s/John E. Christensen
_______________________ ________________________
Its: Senior Vice President Its: Senior Vice President
CAI PARTNERS MANAGEMENT COMPANY CAI EQUIPMENT LEASING II CORP.
By: /s/John E. Christensen By: /s/John E. Christensen
_______________________ ________________________
Its: Senior Vice President Its: Senior Vice President
CAPITAL EQUIPMENT CORP. CAI EQUIPMENT LEASING III CORP.
By: /s/John E. Christensen By: /s/John E. Christensen
_______________________ ________________________
Its: Senior Vice President Its: Senior Vice President
WHITEWOOD CREDIT CORPORATION CAI SECURITIES CORPORATION
By: /s/John E. Christensen By: /s/John E. Christensen
_______________________ ________________________
Its: Senior Vice President Its: Senior Vice President
CAI EQUIPMENT LEASING IV CORP.
By: /s/John E. Christensen
_________________________
Its: Senior Vice President
APPROVED AS TO FORM
AND CONTENT:
MURPHY, WEIR & BUTLER
Attorneys for Mellon Bank, N.A.
as Agent
By: /s/William Paul Weintraub
___________________________
A Member of the Firm
BALLARD SPAHR ANDREWS & INGERSOLL
Attorneys for Borrower, Parent,
and the Capital Subsidiaries
By: /s/Jacquelyn Kilmer
___________________________
A Member of the Firm