Exhibit 10.1
LOAN REDUCTION AND
PURCHASE AND ASSIGNMENT AGREEMENT
This Loan Reduction and Purchase and Assignment Agreement is made as of
April 4, 1997 (this "Agreement") by and among FLEET NATIONAL BANK, a national
banking association with offices at One Federal Street, Boston, Massachusetts
02110 (the "Agent"), the lenders named on the signature pages hereto (the
"Lenders"), VESTEX CAPITAL CORPORATION, a Massachusetts corporation with offices
at 12 Waltham Street, Lexington, Massachusetts 02173 ("Vestex") and CHANCELLOR
CORPORATION, CHANCELLOR FLEET CORPORATION, CHANCELLOR FINANCIAL SALES AND
SERVICES, INC., CHANCELLLOR FLEET REMARKETING, INC., CHANCELLOR ASSET
CORPORATION, CHANCELLOR FINANCIALEASE, INC., VALMONT FINANCIAL CORPORATION,
CHANCELLOR DATACOMM, INC. ALCO 474N TRUST, CAINS 931D TRUST, CAINS 931E TRUST,
CHRYSLER B04E TRUST, CONAGRA 25405 TRUST, CONAGRA 25409 TRUST, DALLAS 38329
TRUST, H.E. BUTT 796C TRUST, KRAFT 79328 TRUST, KRAFT 993C TRUST, PIC B03H
TRUST, SATURN BO62 TRUST, SATURN BO63 TRUST, SATURN BO67 TRUST, SHAMROCK 25748
TRUST, TYLER 3110 TRUST, AND WHIRLPOOL 49434 TRUST (the "Borrowers").
W I T N E S S E T H:
WHEREAS, the Borrowers, each having a principal place of business at
745 Atlantic Avenue, Boston, Massachusetts 02111, and certain affiliates
(collectively, the "Borrowers") of the foregoing from time to time parties, as
borrowers and/or guarantors, to certain extensions of credit referenced in that
certain Forbearance Agreement, dated as of April 6, 1990, and that certain Loan
Agreement, dated as of April 6, 1990 (the "Loan Agreement") executed by certain
of the Borrowers, the Agent and the Lenders (the Loan Agreement together with
all security documents and all other documents described on Exhibit A attached
hereto and made a part hereof, are sometimes referred to hereinafter
collectively as the "Loan Documents");
WHEREAS, at the request of the Borrowers, the Lenders have agreed to
(i) reduce the aggregate principal amount of the
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obligations to the Lenders pursuant to the Loan Documents from $2,429,412.89 to
$1,500,000, (ii) agree to transfer and assign all of their right, title and
interest in and to the Loan Documents (reflecting the reduced amount of the
obligations thereunder) to Vestex, and (iii) provide full and complete releases
in favor of the Borrowers, in exchange for (x) $523,234.43 from the Borrowers
representing the aggregate amount of the principal and interest payments made by
the Borrowers from the Collateral Account in two installments, one on or about
February 25, 1997 and one on or about March 25, 1997) and (y) full
and complete releases in favor of the Agent and each of the Lenders from each of
the Borrowers;
WHEREAS, at the request of the Borrowers, the Lenders have agreed to
assign to Vestex all of their respective right, title and interest in and to the
Loan Documents (reflecting the reduced amount of the obligations thereunder) in
exchange for (x) $976,765.77 from Vestex and (y) a full and complete release in
favor of the Agent and each of the Lenders from Vestex and Brian Adley;
WHEREAS, the Borrowers have arranged to obtain financing from Vestex in
replacement for the financing currently provided by the Lenders at a reduced per
annum rate of interest and on longer amortization terms, and Vestex has agreed
to purchase and accept and subsequently reduce the interest rate and lengthen
the amortization under, and the Lenders have agreed to sell and assign, all of
the Lenders' rights under the Loan Documents, all in accordance with the terms
and conditions hereinafter described;
WHEREAS, to induce Vestex to purchase the rights under the Loan
Documents, the Borrowers have agreed to substitute a promissory note payable
jointly and severally by the Borrowers to Vestex reflecting the amended terms
and to terminate the Loan Agreement;
NOW THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
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Section 1. Loan Reduction. In consideration of the payment of
$523,234.43 from the Borrowers of which amount the Lenders acknowledge that
$523,234.43 has been paid to the Lenders in two installments, one on or about
February 25, 1997, the other on or about March 25, 1997 ) and the delivery of
full and complete releases by the Borrowers in favor of the Lenders and the
Agent, the Lenders agree (i) to reduce the aggregate amount of the total
indebtedness of the Borrowers to the Lenders pursuant to the Loan Documents to
$1,500,000, and (ii) to transfer the Loan Documents to Vestex in accordance with
the terms hereof.
Section 2. Assignment to Vestex. In consideration of the payment of
$976,765.77 from Vestex and the delivery of full and complete releases by Vestex
and Brian Adley in favor of the Lenders and the Agent, the Lenders agree to
sell, grant, assign and convey to Vestex, without recourse, representation or
warranty of any kind, except as otherwise provided herein, and Vestex hereby
accepts, all of the Lenders' right, title and interest in, to and under the Loan
Documents (as amended hereunder), including, without limitation, all liens and
security interests in all collateral and security for the Borrowers' obligations
under the Loan Documents.
Section 3. Conditions Precedent. The Lenders' agreements herein are
subject to the delivery of the following items by the Borrowers to the Lenders
in form and substance satisfactory to the Lenders and its counsel and the Agent:
(a) resolutions of the Boards of Directors of the Borrowers authorizing
the execution and delivery by the Borrowers of this Agreement and of
the other documents and instruments referred to herein;
(b) payment of the fees and expenses of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. through the date of closing of this Agreement;
(c) payment of the fees and expenses of Fleet National Bank, as Agent
to the Lenders, through the date of closing of this Agreement;
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(d) payment of the fees and expenses of Argus Management Corporation
and Equipment Leasing Services, Inc., each as Consultant to the
Lenders, through the date of closing of this Agreement;
(e) such other documents, instruments, opinions of counsel and other
materials that the Lenders, any participant, or their respective
counsel may reasonably require; and
(f) Releases in the form attached hereto as Exhibits C and D duly
executed by each of the Borrowers, Vestex and Brian Adley.
Section 4. Representations and Warranties of Agent and
Lenders. The Agent and the Lenders each represents and warrants to Vestex that
(i) Exhibit A hereto sets forth all of the material documents, instruments and
agreements entered into in connection with the Loan Agreement, together with all
amendments to the Loan Agreement or any such documents, (ii) there are no
written agreements to which the Agent or any of the Lenders is a party which
vary the terms of or the priorities of the security interests granted under the
Loan Documents which would adversely affect Vestex thereunder, and (iii) the
Lenders own the loans evidenced by the Loan Documents for their own accounts,
respectively, and none of the Lenders has sold any participations therein or
encumbered any or all of its interest in such loans or its security interests
and liens evidenced by the Loan Documents.
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Section 5. Representations and Warranties of Vestex. Vestex represents
and warrants to the Agent and the Lenders that (a) Vestex has been and will
continue to be solely responsible for the making of its own independent
investigation as to: (i) the authorization, execution, legality, validity,
effectiveness, genuineness, enforceability and sufficiency of the Loan
Documents, (ii) the adequacy or perfection of any security interests held by the
Agent or the Lenders in the collateral securing the Borrowers' obligations under
the Loan Documents and any liens held by the Agent or the Lenders in any other
security therefor, (iii) Vestex has entered into this Agreement on the basis of
its own independent investigation and has not relied upon, and will not rely
upon, any explicit or implicit written or oral representation, warranty or other
statement of the Lenders other than those expressly contained herein, and (b)
that Vestex shall cancel all notes or instruments delivered pursuant to Section
6 below and accept from the Borrowers, in replacement of all evidence of the
obligations of the Borrowers under the Loan Documents, a promissory note
providing for a reduced rate of interest and a longer amortization period.
Section 6. Delivery of Loan Documents. Upon satisfaction of each of the
conditions precedent set forth in Section 3 above, and upon receipt by the Agent
of the payment of $976,765.77 from Vestex, (a) the Lenders shall reduce the
amount of the obligations of the Borrowers to the Lenders to $1,500,000 in
accordance with Section 1 above, and (b) the Agent shall deliver to Vestex the
original of the Secured Promissory Note dated April 6, 1990 in the original
principal amount of $8,000,000 payable by certain of the Borrowers to Shawmut
Bank, N.A., predecessor in interest to the Agent, endorsed as follows:
Pay to the order of Vestex Capital Corporation, without recourse.
Fleet National Bank, formerly known as Fleet National Bank of
Connecticut, successor by merger to Fleet National Bank of
Massachusetts, formerly known as Shawmut Bank, N.A.
By:
Name:
Title:
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The Agent agrees to use its best efforts to deliver to Vestex within ten (10)
business days from the date hereof the originals of all other Loan Documents
described on Exhibit A hereto and all original file-stamped secured party copies
of the executed UCC financing statements for the locations described on Exhibit
B hereto together with executed assignments of same to Vestex in recordable
form. Each of the Agent and the Lenders agrees to execute such other documents
as Vestex may reasonably request in connection with effecting the transactions
contemplated by this Agreement, including, without limitation, releases or
assignments of any blocked accounts, cash collateral accounts and the like
maintained in connection with the Loan Documents.
Section 7. Indemnification. The Agent, the Lenders and Vestex all agree
that from and after the date hereof Vestex shall be responsible for all acts and
omissions which may hereafter occur with respect to the Loan Documents. Vestex
hereby indemnifies and holds the Agent and the Lenders harmless from any
liability, damage, cost or expense (including reasonable attorney fees) claimed
or asserted against the Agent or the Lenders by Vestex, any Borrower, Brian
Adley (collectively, the "Indemnitors") or any Affiliate of any Indemnitor with
respect to the Loan Documents or this Agreement. For the purposes hereof,
"Affiliate" shall mean, with respect to any Indemnitor, (i) any entity directly
or indirectly controlling (including but not limited to all directors and
officers, if any, of such entity), controlled by or under direct or indirect
common control with any Indemnitor, or (ii) any family member of any Indemnitor
who is a natural person. An entity shall be deemed to control a corporation,
partnership, trust, joint venture or other enterprise or person if such entity
possesses, directly or indirectly, the power (a) to vote 5% or more of the
interests having ordinary voting power for such entity, or (b) to direct or
cause direction of the management and policies of such corporation, partnership,
trust, joint venture, enterprise or person whether through the ownership of
voting securities or interest, by contract or otherwise.
Section 8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
Section 9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
Section 10. Other Agreements. Nothing contained herein shall be
construed so as to limit or impair the Borrowers' obligations, liabilities and
indebtedness to any Lender on account of indebtedness not listed on Exhibit A
hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument under seal as of the day and year first written above.
WITNESSED: VESTEX CAPITAL CORPORATION
/s/ Derek R. Coulter By: /s/ Brian M. Adley
Brian M. Adley
Derek R. Coulter Chief Executive Officer
Print Name
BORROWERS:
WITNESSED AS TO ALL SIGNATURES
ON BEHALF OF BORROWERS: CHANCELLOR CORPORATION
/s/ Derek R. Coulter By: /s/ John J. Powell
John J. Powell
Derek R. Coulter President
Print Name
CHANCELLOR FLEET CORPORATION
By: /s/ John J. Powell
John J. Powell
President
CHANCELLOR FINANCIAL SALES AND
SERVICES, INC.
By: /s/ John J. Powell
John J. Powell
President
CHANCELLOR FLEET
REMARKETING, INC.
By: /s/ John J. Powell
John J. Powell
President
CHANCELLOR ASSET
CORPORATION
By: /s/ John J. Powell
John J. Powell
President
CHANCELLOR FINANCIALEASE, INC.
By: /s/ John J. Powell
John J. Powell
President
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VALMONT FINANCIAL CORPORATION
By: /s/ John J. Powell
John J. Powell
President
CHANCELLOR DATACOMM, INC.
By: /s/ John J. Powell
John J. Powell
President
ALCO 474N TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
CAINS 931D TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
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CAINS 931E TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
CHRYSLER B04E TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
CONAGRA 25405 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
CONAGRA 25409 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
DALLAS 38329 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
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H.E. BUTT 796C TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
KRAFT 79328 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
KRAFT 993C TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
PIC B03H TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
SATURN BO62 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
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SATURN BO63 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
SATURN BO67 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
SHAMROCK 25748 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
TYLER 3110 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
WHIRLPOOL 49434 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By: /s/ John J. Powell
John J. Powell
President
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AGENT:
WITNESSED: FLEET NATIONAL BANK, AS AGENT
/s/ Maria Pizzelli By: /s/ Michael Quaile
Maria Pizzelli Michael Quaile
Print Name Print Name
Title: Corporate Trust Officer
Address: One Federal Street
Boston, MA 02110
LENDERS:
WITNESSED: FLEET NATIONAL BANK, AS LENDER
/s/ Amy H. Witryoz By: /s/ Cynthia G. Stannard
Amy H. Witryoz Cynthia G. Stannard
Print Name Print Name
Title: Vice President
Address: One Federal Street
Boston, MA 02110
RELIASTAR LIFE INSURANCE
WITNESSED: COMPANY
/s/ Chester J. Kennedy By: /s/ Gary L. Jacobson
Chester J. Kennedy Gary L. Jacobson
Print Name Print Name
Title: Authorized Representative
Address:100 Washington Ave., So.
Minneapolis, MN
55401-2121
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WITNESSED: ATLANTIC BANK OF NEW YORK
/s/ Arthur Tremblay By: /s/ Charles J. Mcgrath, II
Arthur Tremblay Charles J. Mcgrath, II
Print Name Print Name
Title: Vice President
Address: 960 Bank of America
New York, NY 10001
WITNESSED: THE CIT GROUP
/s/ Robert W. Ihne By: /s/ Hiojia L. Addath
Robert W. Ihne Hiojia L. Addath
Print Name Print Name
Title: Executive Vice President
Address: 630 CIT Drive
Livingston, NJ
WITNESSED: AMRESCO
NEW HAMPSHIRE, L.P., f/k/a
AMRESCO New Hampshire, Inc.
successor in interest to
First N.H. Bank
/s/ Arthur Gauthier By: /s/ Stephen G. Bernardo
Arthur Gauthier Stephen G. Bernardo
Print Name Print Name
Title: Vice President
Address: 10 Dorrance Street,
Suite 800
Providence, RI
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FEDERAL DEPOSIT INSURANCE
COMPANY AS ASSIGNEE OF
WITNESSED: FIRST MUTUAL
By:
Print Name Print Name
Title:
Address:
WITNESSED: FB ANNUITY COMPANY
By: /S/ David D. Baker
David D. Baker
Print Name Print Name
Title: Portfilio Depart Manager
Address: 7373 W. Saginaw Hwy
Lansing, MI 48917
WITNESSED: FARM BUREAU MUTUAL
INSURANCE COMPANY
By: /S/ David D. Baker
David D. Baker
Print Name Print Name
Title: Portfilio Depart Manager
Address: 7373 W. Saginaw Hw
WITNESSED:
FARM BUREAU LIFE INSURANCE
By: /S/ David D. Baker
David D. Baker
Print Name Print Name
Title: Portfilio Depart Manager
Address: 7373 W. Saginaw Hw
Exhibit A
1. Loan Agreement dated as of April 6, 1990, by and between Shawmut
Bank, N.A., as agent and the Borrowers;
2. $8,000,000 Secured Promissory Note, dated as of April 6, 1990, made
by the Borrowers in favor of Shawmut Bank, N.A. as agent.
3. Forbearance Agreement dated as of April 6, 1990, by and among the
Lenders and the Borrowers and the promissory notes, loan agreements and related
documents referred to in the schedules and exhibits thereto, including Schedule
1 attached hereto [not available on disk].
4. Security Agreement, dated as of April 6, 1990.
5. Pledge Agreement, dated as of April 6, 1990.
6. Promissory Notes with respect to "Deferred Payments" in accordance
with Letter Agreement dated as of July 25, 1995.
Deferred Payment Promissory Note in the principal amount of
$80,950.58 payable to the order of Northwestern National Life Insurance
Company, predecessor-in-interest to Reliastar Life Insurance;
Deferred Payment Promissory Note in the principal amount of
$23,128.74 payable to the order of Shawmut Bank, N.A.,
predecessor-in-interest to Fleet National Bank;
Deferred Payment Promissory Note in the principal amount of
$3,854.79 payable to the order of Farm Bureau Life Insurance Company of
Michigan;
Deferred Payment Promissory Note in the principal amount of
$3,854.79 payable to the order of F.B. Annuity Company;
Deferred Payment Promissory Note in the principal amount of
$3,854.79 payable to the order of Farm Bureau Mutual Insurance Company
of Michigan;
Deferred Payment Promissory Note in the principal amount of
$14,918.04 payable to the order of The CIT Group/Equipment Financing,
Inc.; and
7. Warrants to purchase common stock dated February 5, 1993:
No. 1 - 181,912 shares in favor of Northwestern National Life
Insurance, predecessor-in-interest to Reliastar Life Insurance
No. 2 - 81,615 shares in favor of The Daiwa Bank Limited
No. 3 - 51,975 shares in favor of Shawmut Bank, N.A.,
predecessor-in-interest to Fleet National Bank
No. 4 - 34,651 shares in favor of Atlantic Bank of New York
No. 5 - 33,524 shares in favor of The CIT Group/Equipment
Financing, Inc.
No. 6 - 25,847 shares in favor of First NH Bank, N.A.
predecessor-in-interest to AMRESCO New Hampshire, Inc.
No. 7 - 13,929 shares in favor of First Mutual of Boston
predecessor-in-interest to the FDIC
No. 8 - 8,662 shares in favor of FB Annuity Company
No. 9 - 8,662 shares in favor of Farm Bureau Life Insurance
Company of Michigan
No. 10 - 8,662 shares in favor of Farm Bureau Mutual Life
Insurance Company of Michigan
8. Amendments, modifications and supplements to the foregoing to which
one or more of the Borrowers are parties.
The Lenders and/or their predecessors in interest are parties to an
Agency, Funding and Collateral Sharing Agreement dated as of April 6, 1990, as
amended through the date hereof, with respect to the Lenders' and Agent's
agreements regarding taking actions against the collateral and sharing of
proceeds of the obligations of the Borrowers and of the collateral. None of the
Agent's or Lenders' rights or obligations pursuant to such agreement are being
transferred.
EXHIBIT B
to Loan Reduction and Purchase and Assignment Agreement
UCC Financing Statements
Debtor Jurisdiction Date of Filing File No.
Chancellor Acquisition Corp. Illinois Secretary of State April 10, 1990 2701859
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Illinois Secretary of State April 10, 1990 2701860
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Illinois Secretary of State April 10, 1990 2701863
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Illinois Secretary of State April 10, 1990 2701862
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Illinois Secretary of State April 10, 1990 2701861
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. DuPage County Recorder April 10, 1990 9OU-2088
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset DuPage County Recorder April 10, 1990 9OU-2087
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. DuPage County Recorder April 10, 1990 9OU-2084
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. DuPage County Recorder April 10, 1990 9OU-2085
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. DuPage County Recorder April 10, 1990 9OU-2086
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. NC Secretary of State April 10, 1990 0668412
745 Atlantic Avenue
Boston, MA 02111
Debtor Jurisdiction Date of Filing File No.
Chancellor Asset NC Secretary of State April 10, 1990 0668411
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. NC Secretary of State April 10, 1990 0668408
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. NC Secretary of State April 10, 1990 0668408
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. NC Secretary of State April 10, 1990 0668410
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. Registry-Mecklenberg April 10, 1990 005563
745 Atlantic Avenue County
Boston, MA 02111
Chancellor Asset Registry-Mecklenberg April 10, 1990 005562
Management Corp. County
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Registry-Mecklenberg April 10, 1990 005559
745 Atlantic Avenue County
Boston, MA 02111
Chancellor Credit, Ltd. Registry-Mecklenberg April 10, 1990 005560
745 Atlantic Avenue County
Boston, MA 02111
Chancellor Fleet Corp. Registry-Mecklenberg April 10, 1990 005561
745 Atlantic Avenue County
Boston, MA 02111
Chancellor Acquisition Corp. Tennessee Secretary of State April 16, 1990 761497
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Tennessee Secretary of State April 16, 1990 761498
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Tennessee Secretary of State April 16, 1990 761501
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Tennessee Secretary of State April 16, 1990 761500
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Tennessee Secretary of State April 16, 1990 761499
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. Davidson County, Tennessee April 16, 1990 072485
745 Atlantic Avenue
Boston, MA 02111
2
Debtor Jurisdiction Date of Filing File No.
Chancellor Asset Davidson County, Tennessee April 16, 1990 072484
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Davidson County, Tennessee April 16, 1990 072481
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Davidson County, Tennessee April 16, 1990 072482
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Davidson County, Tennessee April 16, 1990 072483
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Texas Secretary of State April 10, 1990 076266
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. Texas Secretary of State April 10, 1990 076267
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Texas Secretary of State April 10, 1990 076265
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Texas Secretary of State April 10, 1990 076264
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Texas Secretary of State April 10, 1990 076263
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Clerk of Dallas County, April 10, 1990 002820
Management Corp. Texas
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Clerk of Dallas County, April 10, 1990 002818
745 Atlantic Avenue Texas
Boston, MA 02111
Chancellor Acquisition Corp. Clerk of Dallas County, April 10, 1990 002821
745 Atlantic Avenue Texas
Boston, MA 02111
Chancellor Fleet Corp. Clerk of Dallas County, April 10, 1990 002819
745 Atlantic Avenue Texas
Boston, MA 02111
Chancellor Corp. Clerk of Dallas County, April 10, 1990 002817
745 Atlantic Avenue Texas
Boston, MA 02111
Chancellor Acquisition Corp. Fulton County, GA April 10, 1990 735390
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Fulton County, GA April 10, 1990 735389
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
3
Debtor Jurisdiction Date of Filing File No.
Chancellor Corp. Fulton County, GA April 10, 1990 735386
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Fulton County, GA April 10, 1990 735387
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Fulton County, GA April 10, 1990 735388
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. Wayne County, MI April 10, 1990 D464453
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Wayne County, MI April 10, 1990 D464452
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Wayne County, MI April 10, 1990 D464455
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Wayne County, MI April 10, 1990 D464456
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Wayne County, MI April 10, 1990 D464454
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. April 10, 1990 02541B
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset April 10, 1990 02540B
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. April 10, 1990 02542B
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. April 10, 1990 02543B
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. April 10, 1990 02544B
745 Atlantic Avenue
Boston, MA 02111
Chancellor Acquisition Corp. New Jersey Secretary of April 10, 1990 1331116
745 Atlantic Avenue State
Boston, MA 02111
Chancellor Asset New Jersey Secretary of April 10, 1990 1331108
Management Corp. State
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. New Jersey Secretary of April 10, 1990 1331110
745 Atlantic Avenue State
Boston, MA 02111
4
Chancellor Credit, Ltd. New Jersey Secretary of April 10, 1990 1331114
745 Atlantic Avenue State
Boston, MA 02111
Chancellor Corp. New Jersey Secretary of April 10, 1990 1331112
745 Atlantic Avenue State
Boston, MA 02111
Chancellor Acquisition Corp. Middlesex County, NJ April 10, 1990 001005
745 Atlantic Avenue
Boston, MA 02111
Chancellor Asset Middlesex County, NJ April 10, 1990 001004
Management Corp.
745 Atlantic Avenue
Boston, MA 02111
Chancellor Fleet Corp. Middlesex County, NJ April 10, 1990 001003
745 Atlantic Avenue
Boston, MA 02111
Chancellor Credit, Ltd. Middlesex County, NJ April 10, 1990 001002
745 Atlantic Avenue
Boston, MA 02111
Chancellor Corp. Middlesex County, NJ April 10, 1990 001001
745 Atlantic Avenue
Boston, MA 02111
5
EXHIBIT C
RELEASE
Release executed as of April ____, 1997, by each of the undersigned
(the "Releasors") in favor of Fleet National Bank, as agent (the "Agent"), and
Reliastar Life Insurance Company, the CIT Group/Equipment Financing, Inc.,
Atlantic Bank of New York, Inc., Farm Bureau Life Insurance Company of Michigan,
Inc., F.B. Annuity Company, Farm Bureau Mutual Insurance Company of Michigan,
Fleet National Bank, The Federal Deposit Insurance Corporation, and AMRESCO New
Hampshire, L.P. (collectively, the "Lenders" and, together with the Agent, the
"Releasees").
WITNESSETH:
WHEREAS, Releasees, Releasors and others have entered into a Loan
Reduction and Purchase and Assignment Agreement, dated as of the date hereof
(the "Settlement Agreement") and this Release is being executed pursuant to
Section 3(f) of the Settlement Agreement.
NOW THEREFORE, in consideration of one dollar ($1.00), the
consideration set forth in the Settlement Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Releasors, with the intention of binding their respective heirs, executors,
administrators, legal representatives, successors and assigns, do hereby
expressly remise, release and forever discharge Releasees, their respective
officers, directors, shareholders, agents, servants, employees, attorneys,
predecessors in interest, successors and assigns from all debts, liabilities,
obligations, claims, demands, actions, accounts, covenants, contracts,
agreements, promises, omissions, damages and causes of action whatsoever, of
every name, nature, and description, both in law and in equity, or which may
result
2
from the existing state of things, that Releasors ever had or may now have,
known or unknown, direct or indirect, absolute or contingent, or might
subsequently accrue to Releasors or any of them or that anyone claiming through
or under any of them may have, or claim to have, which arise under or in any way
relate to any of the Loan Documents (as defined in the Settlement Agreement) or
the subject matter of the Settlement Agreement, against any one or more of the
Releasees or their respective officers, directors, shareholders, agents,
servants, employees, attorneys, predecessors in interest, successors or assigns.
This Release shall forever settle, adjust, and discharge all claims of
Releasors against Releasees designated above. Releasors voluntarily and
knowingly execute this release with the intent of effecting the extinguishment
of obligations as hereinabove designated. The Releasors have read this Release
and understand all of its terms. The undersigned have executed the same
voluntarily and with full knowledge of its significance.
EXECUTED as an instrument under seal the day and year first above
written.
BORROWERS:
WITNESSED AS TO ALL SIGNATURES
ON BEHALF OF BORROWERS: CHANCELLOR CORPORATION
By:
John J. Powell
President
Print Name
CHANCELLOR FLEET CORPORATION
By:
John J. Powell
President
CHANCELLOR FINANCIAL SALES AND
SERVICES, INC.
By:
John J. Powell
President
CHANCELLOR FLEET
REMARKETING, INC.
By:
John J. Powell
President
CHANCELLOR ASSET
CORPORATION
By:
John J. Powell
President
CHANCELLOR FINANCIALEASE, INC.
By:
John J. Powell
President
-3-
VALMONT FINANCIAL CORPORATION
By:
John J. Powell
President
CHANCELLOR DATACOMM, INC.
By:
John J. Powell
President
ALCO 474N TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
CAINS 931D TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
-4-
CAINS 931E TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
CHRYSLER B04E TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
CONAGRA 25405 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
CONAGRA 25409 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
DALLAS 38329 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
-5-
H.E. BUTT 796C TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
KRAFT 79328 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
KRAFT 993C TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
PIC B03H TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
SATURN BO62 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
-6-
SATURN BO63 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
SATURN BO67 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
SHAMROCK 25748 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
TYLER 3110 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
WHIRLPOOL 49434 TRUST
By: CHANCELLOR FLEET
CORPORATION, AS TRUSTEE
By:
John J. Powell
President
EXHIBIT D
RELEASE
Release executed as of April 4, 1997, by each of the undersigned (the
"Releasors") in favor of Fleet National Bank, as agent (the "Agent"), and
Reliastar Life Insurance Company, the CIT Group/Equipment Financing, Inc.,
Atlantic Bank of New York, Inc., Farm Bureau Life Insurance Company of Michigan,
Inc., F.B. Annuity Company, Farm Bureau Mutual Insurance Company of Michigan,
Fleet National Bank, The Federal Deposit Insurance Corporation, and AMRESCO New
Hampshire, L.P. (collectively, the "Lenders" and, together with the Agent, the
"Releasees").
WITNESSETH:
WHEREAS, Releasees, Releasors and others have entered into a Loan
Reduction and Purchase and Assignment Agreement, dated as of the date hereof
(the "Settlement Agreement") and this Release is being executed pursuant to
Section 3(f) of the Settlement Agreement.
NOW THEREFORE, in consideration of one dollar ($1.00), the
consideration set forth in the Settlement Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Releasors, with the intention of binding their respective heirs, executors,
administrators, legal representatives, successors and assigns, do hereby
expressly remise, release and forever discharge Releasees, their respective
officers, directors, shareholders, agents, servants, employees, attorneys,
predecessors in interest successors and assigns from all debts, liabilities,
obligations, claims, demands, actions, accounts, covenants, contracts,
agreements, promises, omissions, damages and causes of action whatsoever, of
every name, nature, and description, both in law and in equity, or which may
result from the existing state of things, that Releasors ever had or may now
have, known or unknown, direct or indirect, absolute or contingent, or might
subsequently accrue to Releasors or any of them or that anyone claiming through
or under any of them may have, or claim to have, which arise under or in any way
relate to any of the Loan Documents (as defined in the Settlement Agreement) or
the subject matter of the Settlement Agreement, against any one or more of the
Releasees or their respective officers, directors, shareholders, agents,
servants, employees, attorneys, predecessors in interest, successors or assigns.
This Release shall forever settle, adjust, and discharge all claims of
Releasors against Releasees designated above. Releasors voluntarily and
-2-
knowingly execute this release with the intent of effecting the extinguishment
of obligations as hereinabove designated. The Releasors have read this Release
and understand all of its terms. The undersigned have executed the same
voluntarily and with full knowledge of its significance.
EXECUTED as an instrument under seal the day and year first above
written.
WITNESS: /s/Derek Coulter VESTEX CAPITAL CORPORATION
Derek Coulter
By: /s/Brian M. Adley
Brian M. Adley
Print Name Print Name
Title: CEO & Chairman
WITNESS: /s/Derek Coulter /s/Brian M. Adley
Derek Coulter Brian Adley
Print Name