Exhibit 10.11 AMENDMENT TO FORBEARANCE AGREEMENT
AMENDMENT TO FORBEARANCE AGREEMENT
This Amendment to Forbearance Agreement (the "Amendment") dated as
of June 18, 2003 is by an between Gilman + Ciocia, Inc., a Delaware corporation,
located at 11 Raymond Avenue, Poughkeepsie, New York 12603 (the "Borrower"),
North Ridge Securities Corp. ("North Ridge"), Prime Capital Services, Inc.
("Prime"), the following guarantors: Prime Financial Services, Inc., North Shore
Capital Management Corp., Asset & Financial Planning, Ltd., e1040.com, inc, G +
C Schlager & Associates Inc., G + C Mortgage Line Inc. (the "Corporate
Guarantors"), Thomas Povinelli, James Ciocia and Michael Ryan (the "Individual
Guarantors" and collectively, with the Corporate Guarantors, the "Guarantors"
and individually, a "Guarantor') and Wachovia Bank, National Association,
formerly known as First Union National Bank, having an office at 190 River Road,
Summit, New Jersey 07901 (the "Bank").
W I T N E S S E T H:
WHEREAS, the Bank, the Borrower, North Ridge, Prime and the
Guarantors entered into a certain Revolving Credit and Term Loan Agreement dated
as of December 27, 2001 ("Loan Agreement"), pursuant to which the Bank made
available certain credit facilities described therein (the Loan Agreement,
together with all of the security agreements, assignments and any other
documents given by the Borrower, North Ridge, Prime and/or Guarantors in favor
of the Bank, hereinafter the "Loan Documents");
WHEREAS, the Bank extended a credit facility to the Borrower for
working capital pursuant to a Revolving Credit Note dated as of December 27,
2001 in the original principal amount of $2,000,000. (the "Revolving Credit
Note");
WHEREAS, the Bank extended a term credit facility to the Borrower
pursuant to a Term Loan Note dated as of December 27, 2001 in the original
principal sum of $5,000,000. (the "Term Loan Note" and together with the
Revolving Credit Note, the "Loan");
WHEREAS, the Borrower was in default of certain financial covenants
described in that certain Notice of Default and Demand for Payment dated
September 19, 2002 from counsel to the Bank to Borrower, North Ridge, Prime and
Guarantors;
WHEREAS, as a result of such default, the obligations under the Loan
were due and payable;
WHEREAS, Borrower and Guarantors were unable to repay the Loan which
was due and payable and requested the Bank forbear from enforcing its rights
under the Loan Documents;
WHEREAS, the Bank agreed to so forbear and as a result Borrower,
North Ridge, Prime and the Guarantors entered into a Forbearance Agreement,
dated as of November 27, 2002 (the "Forbearance Agreement");
WHEREAS, the Borrower has informed the Bank that the Borrower will
be unable to repay the Loan on the Maturity Date, which obligations shall be due
and payable and as a result
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has requested that the Bank further forbear and extend the time of payment for
the Loan to and including July 1, 2004 (the "Extended Maturity Date") and the
Bank has agreed to so forbear, absent its demand, under the terms and conditions
set forth herein;
WHEREAS, the Borrower has advised the Bank that it will comply with
a repayment schedule to repay the Bank as set forth herein;
WHEREAS, the Borrower has informed the Bank that Thomas Povinelli
will not sign this Amendment; and
NOW, THEREFORE, in consideration of the premises and in order to
induce the Bank to continue the existing loan facility and extend payment of the
Loan, the Borrower and undersigned Guarantors hereby agree with the Bank as
follows:
Section 1. Confirmation of Amount Due. The Borrower, and the
undersigned Guarantors represent and warrant that as of the date hereof they are
legally, validly and enforceably indebted to the Bank under the Revolving Credit
Note in the principal amount of $1,500,000. and under the Term Loan Note in the
principal amount of $3,583,333.39. both of which are due without offset, claim,
defense, counterclaim or right of recoupment.
Section 2. Article Amendments.
(a) Article II, B. shall be deleted in its entirety and replaced with the
following:
"B. Repayment of Loan. The Borrower shall make payments to the Bank:
(i) with respect to the Revolving Credit Note, absent
demand, interest monthly as set forth below on the 10th
day of each month until the Extended Maturity Date, plus
principal payments in reduction of the Revolving Credit
Note, in the principal amount of $250,000. on March 10,
2004, $250,000. on April 10, 2004, $250,000. on May 10,
2004 and $250,000. on June 10, 2004 and the remaining
principal balance and any accrued interest on the
Extended Maturity Date; and
(ii) with respect to the Term Loan Note, absent demand, by
making its regular payments of principal in the amount
of $83,333.33 plus interest as set forth below on the
10th day of each month hereafter until the Extended
Maturity Date when the remaining principal balance is
due.
(iii) with respect to payments received pursuant to revised
Article V, Section P, such payments shall be applied
first against the outstanding principal balance then
owing under the Revolving Credit Note and after such
Revolving Credit Note is paid in full, against the
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outstanding principal then owing of the Term Loan Note."
(b) The paragraph in Article V on page 5 which continues onto page 6 that
begins with the words, "All financial statements delivered to the Bank pursuant
to this Article..." shall be deleted in its entirety and replaced with the
following:
"All financial statements delivered to the Bank pursuant to this
Article (except where otherwise expressly indicated) shall be
prepared in accordance with GAAP, applied on a consistent basis
(except as otherwise disclosed to the Bank), and shall be certified
by (a) the President or Chief Financial Officer of the Borrower and
(b) with respect to such financial statements described in Section
5.03 (a) and 5.03(b) of the Revolving Credit and Term Loan
Agreement, shall be certified by the independent public accountants
performing the review pursuant to a certificate stating that, in
conducting the review necessary to permit them to issue a report
with respect to such financial statements, they have obtained no
knowledge of the existence of a Default or Event of Default, or, if
such accountants did obtain such knowledge, specifying the nature of
the Default or Event of Default."
(c) Article V, H. is deleted in its entirety and replaced with the
following:
"H. The Borrower shall deliver to the Bank, (i) the Borrower's
internally prepared statements of income, retained earnings and
changes in financial conditions for such month and year to date (x)
for the months including April, May and June of 2003 within
forty-five (45) days after the end of such month and (y) for the
months beginning July, 2003 and thereafter, on the 10th day of each
following month, (ii) on the 10th day of each month hereafter, a
monthly forecast for the prior month and on a twelve month rolling
forward basis of Borrower's cash position in a bar graph format and
(iii) the monthly focus reports within five (5) days of its
submission to the NASD."
(d) Article V L. is amended to add at the end thereof the following:
"Notwithstanding the terms contained in the immediately preceding
sentence, shareholders, officers and/or directors of the Borrower
may make short term loans to the Borrower without the consent of the
Bank provided that (i) such loan is for a term not to exceed six
months; (ii) no event of default exists under the Forbearance
Agreement, as amended, on the date of repayment of any such loan;
and (iii) the Borrower gives the Bank prompt written notice of the
making of any such loan and repayment thereof. Such written notice
can be contained in the Borrower's monthly reports prepared and
submitted pursuant to Article V(H)."
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(e) Article V, M. is deleted in its entirety and replaced with the
following:
"M. The Borrower covenants and agrees that it shall make no payments
on any subordinated debt, including the Investor Subordinated Debt.
However, provided there is no default by the Borrower under the
terms of this Agreement, the Borrower shall be permitted to pay The
Travelers Insurance Company the sum of $50,000. per month."
(f) Article V is amended to add the following new section P:
"P. The Borrower covenants and agrees to pay to the Bank 50% of the
excess above $1,000,000. in the event that Borrower obtains from
Pinnacle Tan Advisors LLC ("Pinnacle") over $1,000,000. related to
the Asset Purchase Agreement dated as of September 1, 2002 by and
among Pinnacle and the Borrower and agrees to provide a monthly
report on the status of such litigation and/or collection on the
10th day of each month hereafter."
(g) Article V is amended to add the following new section Q:
"Q. The Borrower covenants and agrees to pay to the Bank all the
proceeds from the sale of its office locations to the corporate
entities created by Debra Seeley ("Seeley"), Ron Sharp ("Sharp") and
Eric Jones ("Jones"), the proceeds of which will be applied to the
next monthly payment of principal due under the Term Loan Note. The
Borrower further covenants and agrees to provide a signed asset sale
agreement with respect to each transaction described in the
immediately preceding sentence and upon the Bank's receipt of such
signed agreement and the proceeds of such sale, the Bank authorizes
the filing and/or shall provide a UCC-3 release of the general
filing against the Borrower which covers assets specifically related
to the sale to Seeley, Sharp or Jones, respectively."
(h) Article IX, O. is hereby deleted in its entirety and replaced with the
following:
"O. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF BORROWER, NORTH RIDGE, PRIME, AND GUARANTOR BY EXECUTION
HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT, THE LOAN DOCUMENTS, THE FORBEARANCE
AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE
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EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A
MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS AGREEMENT. EACH OF THE
PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY
PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE
PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR
AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR
BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS
ASSIGNMENT."
Section 3. Conditions Precedent to This Amendment. The effectiveness
of this Amendment shall be expressly subject to receipt by the Bank of the
following items:
(a) a fully executed Amendment;
(b) UCC lien and judgment search showing any and all the creditors of the
Borrower which have a Lien on any of the Collateral;
(c) a resolution of Borrower authorizing this Amendment, satisfactory in
form and substance to the Bank;
(d) payment of all fees and expenses of counsel to the Bank incurred since
the execution of the Forbearance Agreement, including without limitation the
fees and expenses incurred in connection with the negotiation and preparation of
this Agreement; and
(e) such other agreements and instruments as the Bank reasonably deems
necessary to carry out the terms and provisions of this Amendment.
Section 4. Representations True; No Default. The Borrower, North
Ridge, Prime and the undersigned Guarantors hereby represent and warrant that:
(a) Except as otherwise expressly disclosed to the Bank in writing by the
Borrower, any and all of the representations and warranties contained in the
Forbearance Agreement or any of the other Loan Documents are true and correct in
all material respects on and as of the date hereof as though made on and as of
such date.
(b) Except as otherwise expressly disclosed to the Bank in writing by the
Borrower, no event has occurred and is continuing which constitutes a Default or
an Event of Default under the Forbearance Agreement or under any of the other
Loan Documents or which upon the giving of notice or the lapse of time or both
would constitute such Default or Event of Default.
(c) No material adverse change has occurred in the Borrower's financial
status since the execution of the Forbearance Agreement;
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(d) There is no pending or threatened action or proceeding affecting the
Borrower before any court, governmental agency or arbiter, which may materially
affect the financial condition or operations or prospects of the Borrower or
which purports to affect the legality, validity or enforceability of this
Amendment, or the Forbearance Agreement, as amended hereby, or the Loan, except
as described in Schedule 1 hereto.
Section 5. Ratification. Except as expressly amended hereby, the
Forbearance Agreement and the other Loan Documents shall remain in full force
and effect. The Forbearance Agreement, as hereby amended, and all rights and
powers created thereby or thereunder and under the other Loan Documents are in
all respects ratified and confirmed and remain in full force and effect.
Borrower, North Ridge, Prime and the undersigned Guarantors hereby acknowledge
and affirm: (i) the continuing validity of the Forbearance Agreement; (ii) all
of the terms, conditions and obligations contained in the Forbearance Agreement
are and shall remain in full force and effect, except as hereby amended; (iii)
that the Forbearance Agreement is a legal, valid and binding obligation of
Borrower, North Ridge, Prime and Guarantors, and the obligations and liabilities
thereunder shall not be diminished by the execution of this Amendment or by any
of the terms, provisions or conditions of the this Amendment; (iv) all
appropriate corporate authorizations have been obtained for this execution of
this Amendment; and (v) that this Amendment is executed by Borrower as an
inducement to the Bank to enter into this Amendment, and with the knowledge that
the Bank shall rely on the statements made herein when executing this Amendment.
The failure of Thomas Povinelli to execute this Amendment shall not, and is not
intended to, in any way whatsoever release or discharge Thomas Povinelli from
his obligations and liabilities to the Bank pursuant to that certain Joint and
Several Guaranty of Payment dated as of December 27, 2001..
Section 6. Waiver. The Borrower hereby acknowledges that is failed
to make the $250,000. payment due under the Forbearance Agreement on May 10,
2003 and on June 10, 2003 and the Bank hereby waives the Borrower's requirement
to make such payments. Such waiver set forth herein should not be construed as,
and shall not constitute, a waiver or relinquishment for future compliance with
such covenants, terms, provisions or conditions of the Loan which shall continue
and remain in full force and effect. The Bank hereby reserves all of its rights
and the Borrower should not assume that the Bank will waive compliance with this
requirement in the future.
Section 7. Definitions and References. Capitalized terms not
otherwise defined in this Amendment and used herein and which are defined in the
Agreement or in the other Loan Documents shall have the meanings herein as
therein ascribed to them. The term "Agreement" as used in the other Loan
Documents or any other instrument, document or writing furnished to the Bank by
Borrower shall mean the Agreement as hereby amended.
Section 8. Expenses; Additional Information. Borrower shall pay to
the Bank all reasonable and actual expenses incurred by the Bank since the
execution of the Forbearance Agreement and in connection with the preparation,
negotiation and execution of this Amendment and authorizes the Bank to deduct
such expenses from its account at the Bank.
Section 9. Notices. All Notices and other communications provided
for hereunder shall be delivered in accordance with the terms of the Forbearance
Agreement.
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Section 10. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the Bank and the Borrowers, North Ridge, Prime
or Guarantors and their respective successors and assigns, except that the
Borrowers, North Ridge, Prime and Guarantors may not assign or transfer any of
its rights under the Loan Documents, Forbearance Agreement, or this Amendment,
without the prior written consent of the Bank.
Section 10. Miscellaneous. This Amendment (a) shall be binding upon
and inure to the benefit of Borrower and the Bank and their respective
successors, assigns, receivers and trustees (provided, however, that Borrower
shall not assign its rights and obligations hereunder without the prior written
consent of the Bank); (b) can be modified or amended only by a writing signed by
each party; (c) shall be governed by and construed in accordance with the laws
of the State of New York and the United States of America; (d) may be executed
in several counterparts, and by the parties hereto on separate counterparts, and
each counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the
same agreement; and (e) together with the Forbearance Agreement and Loan
Documents, embodies the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements,
consents and understandings relating to such subject matter. The headings herein
shall be accorded no significance in interpreting this Amendment Borrower, North
Ridge, Prime and Guarantors hereby acknowledge and agree that the Bank has not
made any representations to induce them to enter into this Amendment except as
expressly set forth herein and even if any such representations other than those
expressly set forth herein were made they were not relied on in entering into
this Amendment.
IN WITNESS WHEREOF, the undersigned, if a corporation, has caused
this Agreement to be executed by its respective officer thereunto duly
authorized, as of the date first above written.
Gilman + Ciocia, Inc., as Borrower
By: /s/ Michael Ryan
------------------------------------
Michael Ryan
President
Wachovia Bank, National Association,
f/k/a First Union National Bank, as Bank
By
------------------------------------
Christopher Ford
Vice President
(Signature pages follow)
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Section 10. Successors and Assigns This Amendment shall be binding
upon and inure to the benefit of the Bank and the Borrowers, North Ridge, Prime
or Guarantors and their respective successors and assigns, except that the
Borrowers, North Ridge, Prime and Guarantors may not assign or transfer any of
its rights under the Loan Documents, Forbearance Agreement, or this Amendment,
without the prior written consent of the Bank
Section 10. Miscellaneous. This Amendment (a) shall be binding upon
and inure to the benefit of Borrower and the Bank and their respective
successors, assigns, receivers and trustees (provided, however, that Borrower
shall not assign its rights and obligations hereunder without the prior written
consent of the Bank); (b) can be modified or amended only by a writing signed by
each party; (c) shall be governed by and construed in accordance with the laws
of the State of New York and the United States of America; (d) may be executed
in several counterparts, and by the parties hereto on separate counterparts, and
each counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the
same agreement; and (e) together with the Forbearance Agreement and Loan
Documents, embodies the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements,
consents and understandings relating to such subject matter. The headings herein
shall be accorded no significance in interpreting this Amendment. Borrower,
North Ridge, Prime and Guarantors hereby acknowledge and agree that the Bank has
not made any representations to induce them to enter into this Amendment except
as expressly set forth herein and even if any such representations other than
those expressly set forth herein were made they were not relied on in entering
into this Amendment.
IN WITNESS WHEREOF, the undersigned, if a corporation, has caused
this Agreement to be executed by its respective officer thereunto duly
authorized, as of the date first above written.
Gilman + Ciocia, Inc., as Borrower
By:
------------------------------------
Michael Ryan
President
Wachovia Bank, National Association,
f/k/a First Union National Bank, as Bank
By /s/ Christopher Ford
------------------------------------
Christopher Ford
Vice President
(Signature pages follow)
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AGREED AND ACCEPTED:
- -------------------------------------
Michael Ryan, Individual Guarantor
/s/ James Ciocia
- -------------------------------------
James Ciocia, Individual Guarantor
Prime Capital Services, Inc.
By:
---------------------------------
Michael Ryan
President
North Ridge Securities Corp.
By:
---------------------------------
Michael Ryan
President
Prime Financial Services, Inc.
By:
---------------------------------
Michael Ryan
President
North Shore Capital Management Corp.
By:
---------------------------------
Michael Ryan
President
Asset & Financial Planning, Ltd.
By:
---------------------------------
Michael Ryan
President
(Signature pages follow)
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AGREED AND ACCEPTED:
/s/ Michael Ryan
- -------------------------------------
Michael Ryan, Individual Guarantor
- -------------------------------------
James Ciocia, Individual Guarantor
Prime Capital Services, Inc.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
North Ridge Securities Corp.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
Prime Financial Services, Inc.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
North Shore Capital Management Corp.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
Asset & Financial Planning, Ltd.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
(Signature pages follow)
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e1040.com, Inc.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
G + C Schlager & Associates Inc.,
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
G + C Mortgage Line Inc.
By: /s/ Michael Ryan
---------------------------------
Michael Ryan
President
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COUNTY OF DUTCHESS,
STATE OF NEW YORK.
On the 17th day of June in the year 2003 before me, the undersigned,
a Notary Public in and for said State, personally appeared Michael Ryan,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ TED H. FINKELSTEIN
------------------------------------
Notary Public
TED H. FINKELSTEIN
Notary Public, State of New York
No. 4774786
Qualified in Putnam County
Commission Expires 7/31/06
COUNTY OF ________
STATE OF NEW YORK.
On the __ day of June in the year 2003 before me, the undersigned, a
Notary Public in and for said State, personally appeared James Ciocia,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and bat by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
------------------------------------
Notary Public
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COUNTY OF DUTCHESS,
STATE OF NEW YORK.
On the __ day of June in the year 2003 before me, the undersigned, a
Notary Public in and for said State, personally appeared Michael Ryan,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument. Notary Public
------------------------------------
Notary Public
COUNTY OF [ILLEGIBLE]
STATE OF NEW YORK.
On the 18th day of June in the year 2003 before me, the undersigned,
a Notary Public in and for said State, personally appeared James Ciocia,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ TED H. FINKELSTEIN
------------------------------------
Notary Public
TED H. FINKELSTEIN
Notary Public, State of New York
No. 4774786
Qualified in Putnam County
Commission Expires 7/31/06
Schedule 1
Schedule Litigation (to be attached by Borrower)
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[LOGO] GILMAN + CIOCIA, INC.
Ted H. Finkelstein
Vice President & General Counsel
11 Raymond Avenue
Poughkeepsie, New York 12603
Phone: (845) 485.5278 Fax: (845) 622.3638
E-Mail: ted.finkelstein@gilcio.com
Memorandum
TO: Michael Ryan; Carole Enisman; Dennis Conroy; Michael Mannion, Cynthia
LaRosa
FROM: Ted Finkelstein, Esq.
DATE: June 12, 2003
RE: Pending Litigation
CC: Grant Thornton, LLP
- --------------------------------------------------------------------------------
The following is a summary of litigation pending against Gilman + Ciocia,
Inc. ("G+C") and Prime Capital Services, Inc. ("Prime") during the July 1, 2002
through June 30, 2003 fiscal year, updated through June 12, 2003.
1. Title of Claim: Hylan-Seaver Mall, Inc. v. ABC Tax Consultants,
a Partnership, Maurice Lewis, Angelo Ciocia and
Gilman + Ciocia, Inc.
Date Claim Alleged: March 25, 2002
Claimant's Attorney: Howard M. File, Esq., P.C.
G+C Attorney: Ted H. Finkelstein, Esq.
Forum: Civil Court of the City of New York, County of
Richmond
Case Number: 32287-02
Alleged Damages: $13,932.97
Potential Exposure: None.
Anticipated Outcome: Dismissal of Lawsuit
Actual Damages: None.
Status/Comments: Settled on 11/25/02 for $8,500.
2. Title of Claim: Baughman v. Gilman + Ciocia, Inc.
Date Claim Alleged: February 6, 2002
Claimant's Attorney: Jackson, White
G+C Attorney: Coopersmith, Gordon
Forum: Arizona State Court
Case Number: CV 2002-090298
Alleged Damages: $243,000.00
Potential Exposure: None.
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: Not yet determined.
Status/Comments: Lawsuit for purportedly introducing plaintiffs
to an independent insurance representative not
employed by G+C who allegedly defrauded the
plaintiffs. Case in discovery. GC has just
submitted a motion for summary judgment
dismissing the complaint.
June 17, 2003
3. Title of Claim: Jerry Angel v. Gilman + Ciocia, Inc.
Date Claim Alleged: July, 1995
Claimant's Attorney:
G+C Attorney: Akabas & Cohen
Forum: Florida Federal Court
Case Number:
Alleged Damages:
Anticipated Outcome: Dismissal of claim.
E&O Coverage: None.
Actual Damages: None.
Status/Comments: The plaintiff commenced an action for the
unauthorized use of his name or likeness. The
case has been dormant for several years and
should be dismissed at some time in the future.
4. Title of Claim: Fallek & Milano Management v. Gilman + Ciocia,
Inc.
Date Claim Alleged: August, 2002
Claimant's Attorney: Piken & Piken
G+C Attorney: Ted H. Finkelstein, Esq.
Forum: New York County Supreme Court
Case Number:
Alleged Damages: $27,400
Anticipated Outcome: Settlement
E&O Coverage: None
Probability: Case will be settled.
Status/Comments: Case settled for $25,000.
5. Title of Claim: Alfonso DeMartino v. Prime Capital Services,
Inc. & Salvatore Liggieri
Date Claim Alleged: August, 2000
Claimant's Attorney: Arthur Fisch
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: NASD Case No. 00-3614
Alleged Damages: $1,000,000
Anticipated Outcome: Decision for Claimant covered by E&O
E&O Coverage: Yes
Actual Damages: $43,765
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing arbitration against PCS and
Salvatore Liggieri. Claim alleges unauthorized
transactions by the representative and Prime's
alleged failure to properly supervise Mr.
Liggieri and the account. The matter was heard
by the NASD arbitrators during the week of
September 23, 2002 and a decision was rendered
awarding the claimant $15,000 which was paid.
2
June 17, 2003
6. Title of Claim: Carole Fischer v. Salvatore Liggieri, Mutual,
Inc., Mutual Financial, Inc., Prime Capital
Services, Inc. et. al.
Date Claim Alleged: March, 2000
Claimant's Attorney: Steven Pontell
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 00-05450
Alleged Damages: $1,500,000
Anticipated Outcome: Settled
E&O Coverage: Yes
Actual Damages: In excess of $500,000
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing arbitration against Salvatore
Liggieri, Mutual, Inc., Mutual Financial, Inc.
and Prime Capital Services, Inc. Claim alleges
improper investments contrary to the claimant's
primary goals, unsuitability, failure to
supervise and alleged commingling of client
monies. Settled in mediation for $290,000 on
July 31, 2002. Prime's contribution was
$100,000.
7. Title of Claim: Michael Trokel & Michael Herman v. Salvatore
Liggieri, Mutual, Inc., Mutual Financial, Inc.,
Prime Capital Services, Inc., et. al.
Date Claim Alleged: September 13, 2000
Claimant's Attorney: Michael Botton
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 00-04840
Alleged Damages: $120,590
Anticipated Outcome: Settled, covered by E&O
E&O Coverage: Yes
Actual Damages: In excess of $65,000.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing arbitration against Salvatore
Liggieri, Mutual, Inc., Mutual Financial, Inc.
and Prime Capital Services, Inc. Claim alleges
improper investments contrary to the claimant's
primary goal, unsuitability, failure to
supervise and alleged commingling of client
monies. This case was settled on December 4,
2002 for $65,000.
8. Title of Claim: Richard Popkin v. Salvatore Liggieri, Mutual,
Inc., Mutual Financial, Inc., Prime Capital
Services, Inc., et. al.
Date Claim Alleged: August 24, 2001
Claimant's Attorney: Neil Fuhrer
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 01-03998
Alleged Damages: $499,000
Anticipated Outcome: Settlement covered by E&O in the range of
$25,000
E&O Coverage: Yes
Actual Damages: $125,000
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing arbitration against Salvatore
Liggieri, Mutual, Inc., Mutual Financial, Inc.
and Prime Capital Services, Inc. The claim
contains various sales practice violation. The
case was heard by arbitrators at the NASD on
5/7/03 and we are awaiting a decision.
3
June 17, 2003
9. Title of Claim: Mark Mischel v. Salvatore Liggieri, Mutual,
Inc., Mutual Financial, Inc., Prime Capital
Services, Inc., et. al.
Date Claim Alleged: July 2, 2002
Claimant's Attorney: Greg Scott
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 02-03456
Alleged Damages: $1,000,000
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing arbitration against Salvatore
Liggieri, Mutual, Inc., Mutual Financial, Inc.
and Prime Capital Services, Inc. The claim
contains various sales practice violations. This
case is scheduled for mediation on 7/23/03.
10. Title of Claim: Keith Mazanowski v. Joseph Temkim, Prime Capital
Services, Inc., et. al.
Date Claim Alleged: February 13, 2002
Claimant's Attorney: Eugene Kennedy
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 01-06941
Alleged Damages: $497,000
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing an arbitration alleging breach
of contract, fraud, negligence and violations
of State and Federal Regulations. A hearing date
will soon be set by the NASD.
11. Title of Claim: Grigory Rasin v. Robert Ryerson, Prime Capital
Services, Inc., et. al
Date Claim Alleged: February 13, 2002
Claimant's Attorney: Spence, Robbins
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 01-06941
Alleged Damages: Unclear
Anticipated Outcome: Settlement
E&O Coverage: Yes
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing in an arbitration alleging
unsuitable transactions. This is the third
proceeding brought by these claimants; the first
two were dismissed. A motion to dismiss was
denied by the NASD and a settlement is
anticipated.
4
June 17, 2003
12. Title of Claim: Lance M. Authelet v. Carl Holly, Prime Capital
Services., et. al.
Date Claim Alleged: January 22, 2002
Claimant's Attorney: Seth Eschen
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 01-06865
Alleged Damages: $115,000
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing an arbitration alleging
unauthorized trading, suitability, excessive
trading and failure to supervise. Parties agreed
to mediation. Awaiting dates.
13. Title of Claim: George Krom v. William Dunstan, Prime Capital
Services, Inc. et. al.
Date Claim Alleged:
Claimant's Attorney: Neil Sussman
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 01-06302
Alleged Damages: $469,036
Anticipated Outcome: Settled.
E&O Coverage: Yes
Actual Damages: $198,000
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing an arbitration involving an
elderly investor with allegations of forgery
in the new account statement. Discovery requests
have been served and discovery responses are due
shortly. Prime needs to provide account
documents. We need to interview the rep and his
assistant regarding the forgery allegations.
Settled by Prime for $175,000 with claim
withdrawn against Dunstan.
14. Title of Claim: George Dregbot v. Paula Barba, Dominick Ciocia,
Prime Capital Services, Inc. et. al.
Date Claim Alleged: June 25, 2002
Claimant's Attorney: Ira Kaplan
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 02-03602
Alleged Damages: $77,668
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes.
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing an arbitration involving
unsuitability of a variable contract sold by Ms.
Barba. A hearing has been set for June 11, 2003.
A settlement prior to hearing is expected.
5
June 17, 2003
15. Title of Claim: Lorraine Beye v. Jonathan Rogol, Prime Capital
Services, Inc., Inline Financial, Inc., et. al.
Date Claim Alleged: July 8, 2002
Claimant's Attorney: Pro Se
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 02-664
Alleged Damages: $41,912.88
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing an arbitration alleging
miscellaneous sales practice violation. A
mediation was held 5/13/03 but was unsuccessful.
The NASD will soon set a hearing date.
16. Title of Claim: Anthony and Jeannie Buttacovoli v. Ed Levine,
Prime Capital Services, Inc., et. al.
Date Claim Alleged: March 18, 2002
Claimant's Attorney: Dearth & Lippner
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 02-01360
Alleged Damages: $150,000
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes
Actual Damages: Not yet determined.
Status/Comments: Claimant filed a Statement of Claim with the
NASD commencing arbitration on a former
complaint that was denied by PCS, Inc. Claim
alleges misrepresentation related to the sale of
an American Skandia Variable Annuity. Client
seeks damages for the decline in the investment,
plus a waiver of any surrender charges. The case
was settled with the claimant in mediation for
$60,000 on 5/6/03. Final negotiations are being
completed with the insurance company and the
co-defendant.
17. Title of Claim: Williford v. Mutual, Inc. and Prime Capital
Services, Inc.
Date Claim Alleged:
Claimant's Attorney: Don Wuilford
G+C Attorney: Wilson, Elser
Forum: Court of Common Pleas of Philadelphia County
Case Number:
Alleged Damages: $50,000
Anticipated Outcome: Indemnity by co-dependent
E&O Coverage: No
Actual Damages: None
Status/Comments: Mr. Williford is seeking commissions that are
allegedly owed to him under the guise of unpaid
wages. Case is presently in the early stages of
discovery. Prime has an indemnity agreement with
the co-defendant in this matter and,
accordingly, Prime's liability should be
nominal.
6
June 17, 2003
18. Title of Claim: Chuilli v. Prime Capital Services, Inc.
Date Claim Alleged: 1/14/02
Claimant's Attorney: Peter Vitenzo
G+C Attorney: Wilson, Elser
Forum: New Jersey State Court
Case Number: None
Alleged Damages: $58,000
Anticipated Outcome: Settled
E&O Coverage: No
Actual Damages: $58,000
Status/Comments: Action involves allegations of
misrepresentations concerning a death benefit
for an annuity. Claim was being made against PCS
and one of its representatives, Robert Ryerson.
As of June 30, 2002, claim was still pending.
However, subsequent to that, the case was
settled with no contribution from Prime.
19. Title of Claim: Gastroenterology Medical Group v. Prime Capital
Services, Inc.
Date Claim Alleged: February 13, 2002
Claimant's Attorney: William Frumkin
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: None
Alleged Damages: $90,000
Anticipated Outcome: Settlement covered by E&O
E&O Coverage: Yes
Actual Damages: To be determined.
Status/Comments: At the first mediation session, the demand was
$90,000 and Prime's offer was $15,000. After the
mediation, the attorney for the claimant stated
to our outside counsel that the claimant would
settle in the range of $15,000. Our outside
counsel is now negotiating a final settlement.
20. Title of Claim: Catalano v. Prime Capital Services, Inc.
Date Claim Alleged: May 14, 2001
Claimant's Attorney: Pro se
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 01-01211
Alleged Damages: $137,522
Anticipated Outcome: Settled
E&O Coverage: Yes
Actual Damages: Not determined.
Status/Comments: This matter was settled for $35,000 total. The
rep paid 1/3, G+C paid 1/3 and Royal Alliance
paid 1/3.
7
June 17, 2003
21. Title of Claim: Victoria Rasin v. Prime Capital Services, Inc.
Date Claim Alleged: 1999
Claimant's Attorney: Spencer, Robbins
G+C Attorney: Akabas & Cohen
Forum: NASD Arbitration
Case Number: 99-05613
Alleged Damages: $500,000
Anticipated Outcome: Case Settled
E&O Coverage: No
Actual Damages: Not determined
Status/Comments: Matter settled for $2500 on July 23, 2002.
22. Title of Claim: Nina Tolchinski v. Prime Capital Services, Inc.
Date Claim Alleged: 1998
Claimant's Attorney: Spencer Robbins
G+C Attorney: Akabas & Cohen
Forum: NASD Arbitration
Case Number: 98-04024
Alleged Damages: $500,000
Anticipated Outcome: Case Settled
E&O Coverage: No
Actual Damages: $20,588
Status/Comments: Case settled for $4700 in July, 2002.
23. Title of Claim: Antonia Tolchinski v. Prime Capital Services,
Inc.
Date Claim Alleged: 1998
Claimant's Attorney: Spencer Robbins
G+C Attorney: Akabas & Cohen
Forum: NASD Arbitration
Case Number: 98-04025
Alleged Damages: $500,000
Anticipated Outcome: Matter settled.
E&O Coverage: No.
Actual Damages: Not determined.
Status/Comments: Matter settled for $4700 on July 19, 2002.
8
June 17, 2003
24. Title of Claim: Sheri Brown v. Gilman + Ciocia, Inc.
Date Claim Alleged:
Claimant's Attorney:
G+C Attorney: Wilson, Elser
Forum: Florida Supreme Court
Case Number:
Alleged Damages: Unspecified
Anticipated Outcome: Dismissal
E&O Coverage: None
Actual Damages: None
Status/Comments: Ms. Brown filed a complaint with the EEOC
claiming racial discrimination. The EEOC
dismissed the complaint finding no evidence of
discrimination. We expect the lawsuit to be
similarly dismissed.
25. Title of Claim: Toni Restrepo v. Gilman + Ciocia, Inc.
Date Claim Alleged: April 26, 2002
Claimant's Attorney: Joseph R. Fazio
G+C Attorney: Wilson, Elser
Forum: Florida Supreme Court
Case Number: 6:02-CV-501-ORL19506
Alleged Damages: Unspecified
Anticipated Outcome: Dismissal
E&O Coverage: None
Actual Damages: None
Status/Comments: Ms. Restrepo filed a complaint with the EEOC
claiming racial discrimination. The EEOC
dismissed the complaint finding no evidence
of discrimination. We expect the lawsuit to be
similarly dismissed.
26. Title of Claim: Estate of Mindes v. Gilman + Ciocia, Inc.
Date Claim Alleged:
Claimant's Attorney: Owen Wincig
G+C Attorney: Akabas & Cohen
Forum: American Arbitration Association
Case Number:
Alleged Damages: $150,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $50,000
Status/Comments: Mindes was terminated for breach of his
employment agreement. G+C commenced an
arbitration to collect damages for his breach.
Mindes claimed wrongful termination. He died
three months later. GC believes that the
estate's damages are limited to three months
of wages. The case was tried before the AAA in
April, 2003 and the arbitrator on June 11, 2003
issued a decision in favor of the claimant. We
will file objections to the decision when the
claimant files a motion in Supreme Court to
convert the decision into a judgment.
9
June 17, 2003
27. Title of Claim: Meiselman, Denlea, Packman & Eberz P.C. v.
Gilman + Ciocia, Inc.
Date Claim Alleged: November 4,2002
Claimant's Attorney: Pro se
G+C Attorney: Wilson, Elser
Forum: Westchester Supreme Court
Case Number: 02-19231
Alleged Damages: $204,853
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $204,853
Status/Comments: We are attempting to settle this matter.
28. Title of Claim: AG/Metropolitan Woodlands v. Gilman + Ciocia,
Inc.
Date Claim Alleged: December 16, 2002
Claimant's Attorney: Steven Hirsch
G+C Attorney: Ted H. Finkelstein
Forum: Suffolk County Supreme Court
Case Number: 03-01366
Alleged Damages: $527,600
Anticipated Outcome: Settled
E&O Coverage: None
Actual Damages: $250,000
Status/Comments: This lawsuit is based upon G+C's guarantee of a
lease of premises occupied by a mortgage company
located in Happauge, NY. G+C was in negotiations
to buy the mortgage company, but the deal never
closed. The lawsuit alleged damages of $527,600.
We settled the case for $90,000, payable $10,000
per month for nine months.
29. Title of Claim: Yale Daily News Publishing v. Gilman + Ciocia,
Inc.
Date Claim Alleged: December 11, 2002
Claimant's Attorney: Brenner, Saltzman
G+C Attorney: Ted H. Finkelstein
Forum: Connecticut Superior Court
Case Number: 01-0451859-S
Alleged Damages: $100,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $100,000
Status/Comments: This is a lawsuit against Steven Grove for
breach of contract for services rendered prior
to the acquisition of Grove's business by G+C.
The total damages are not specified. Since the
allegations predate the acquisition of Grove's
assets, G+C is not liable for the damages. G+C
is pursuing Steven Grove on the indemnification
provision in the Asset Purchase Agreement. The
Plaintiff has suspended an answering fine
pending a settlement.
10
June 17, 2003
30. Title of Claim: Unicolor CGI v. Gilman + Ciocia, Inc.
Date Claim Alleged: January 27, 2003
Claimant's Attorney: McCarthy, Safrath
G+C Attorney: Ted H. Finkelstein
Forum: Nassau County Supreme Court
Case Number: 02-193-74
Alleged Damages: $128,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: GC believes it is owed in excess of $50,000 on
its counterclaim.
Status/Comments: Unicolor is a subtenant of G+C in a building
located in Nassau County, NY. Unicolor claims
that G+C owes it fees for pending work performed
for G+C's Progressive subdivision. In fact, no
money for services are owed, and G+C has
counterclaimed for rent that Unicolor owes to
G+C.
31. Title of Claim: William Hellmers v. Gilman + Ciocia, Inc.
Date Claim Alleged: March 18, 2003
Claimant's Attorney: Goodman & Zuchlewski
G+C Attorney: Wilson, Elser
Forum: New York County Supreme Court
Case Number: 03-105-138
Alleged Damages: $100,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: None
Status/Comments: Bill Hellmers alleges that G+C owes him
unspecified damages for unpaid salary and bonus.
We believe that Mr. Hellmers is not due any
amount and that we have a viable counterclaim
against him for damages.
32. Title of Claim: Jeffrey Lewis v. Gilman + Ciocia, Inc.
Date Claim Alleged: January 23, 2003
Claimant's Attorney: Menon & Posner
G+C Attorney: Wilson, Elser
Forum: New York Supreme Court
Case Number: 600-284-03
Alleged Damages: $1,000,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: None
Status/Comments: Jeffrey Lewis alleges that G+C owes him profits
expenses from a joint office in Bronx, NY. His
complaint alleges the ludicrous amount of one
million dollars in damages. We believe that we
do not owe Mr. Lewis any damages and that the
lawsuit was brought to harass G+C.
11
June 17, 2003
33. Title of Claim: Nador Associates, Inc. v. Gilman + Ciocia, Inc.
Date Claim Alleged: February 5, 2003
Claimant's Attorney: Dorsey & Whitney
G+C Attorney: Ted H. Finkelstein
Forum: Nassau County Supreme Court
Case Number: 03-002215
Alleged Damages: $17,250
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $17,250
Status/Comments: This is a lawsuit by a landlord in Long Island
concerning G+C's office in Franklin Square. The
complaint alleges damages of $17,520. I answered
the complaint and denied liability. We expect
this matter to be settled.
34. Title of Claim: Kudlacik v. Gilman + Ciocia, Inc.
Date Claim Alleged: December 16, 2002
Claimant's Attorney: Newell & Toomey
G+C Attorney: Ted H. Finkelstein
Forum: Saratoga Civil Court
Case Number: 2002-121703-08
Alleged Damages: $9,750
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $9,750
Status/Comments: This is a lawsuit by a former G+C employee
claiming $9,750 owed as a bonus. I answered the
complaint and denied liability. We expect this
matter to be settled.
35. Title of Claim: FOA Tampa, LLC v. Gilman + Ciocia, Inc.
Date Claim Alleged: February 14, 2003
Claimant's Attorney: Lawrence Goodrich
G+C Attorney: Ted H. Finkelstein
Forum: Florida Circuit Court
Case Number: 03-CA-1632
Alleged Damages: $79,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $29,000
Status/Comments: This is a lawsuit by a landload in Tampa,
Florida concerning a G+C office in St.
Petersburg, Florida. We vacated this office and
I am negotiating to pay the outstanding rent of
approximately $29,000. We expect this matter to
be settled.
12
June 17, 2003
36. Title of Claim: Ove & Pauline Jensen ttee Jensen Family Trust v.
Jonathon Rogol and PCS.
Date Claim Alleged: October 11, 2002
Claimant's Attorney: Marc Wites
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 02-05495
Alleged Damages: $123,000
Anticipated Outcome: Settlement
E&O Coverage: Yes
Actual Damages: Being computed
Status/Comments: This case is in the discovery phase. Awaiting
hearing dates.
37. Title of Claim: Concepcion Acevedo v. Chet Budhwa, PCS and New
Time Securities
Date Claim Alleged: November 18, 2002
Claimant's Attorney: Clyde Jay Eisman
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 02-05789
Alleged Damages: $82,828
Anticipated Outcome: Settlement
E&O Coverage: Yes
Actual Damages: Being computed
Status/Comments: This case is in the discovery phase. Awaiting
hearing dates.
38. Title of Claim: Hanna Kadron v. PCS, Joseph Fleischman and Carl
Holly
Date Claim Alleged: February 6, 2003
Claimant's Attorney: Lisa Shrewsberry
G+C Attorney: Wilson, Elser
Forum: NASD Arbitration
Case Number: 03-00540
Alleged Damages: $584,200
Anticipated Outcome: Settlement
E&O Coverage: Yes
Actual Damages: Being computed
Status/Comments: This case is in the discovery phase. Awaiting
hearing dates.
39. Title of Claim: Levenherz v. Povinelli, Prime Capital Services,
Inc., Gilman + Ciocia, Inc.
Date Claim Alleged: March 3, 2003
Claimant's Attorney: Richard Sarajian
G+C Attorney: Wilson, Elser
Forum: Westchester City Supreme Court
Case Number: 3194-03
Alleged Damages: $6,000,000
Anticipated Outcome: Dismissal
E&O Coverage: Yes
Actual Damages: None
Status/Comments: This is a frivolous lawsuit. The NASD has
completely investigated the allegations of the
plaintiff and found them to be groundless.
13
June 17, 2003
40. Title of Claim: Pricewaterhouse v. Gilman + Ciocia, Inc.
Date Claim Alleged: May 13, 2003
Claimant's Attorney: Hughes, Hubbard
G+C Attorney: Ted H. Finkelstein
Forum: New York County Supreme Court
Case Number: 601 51103
Alleged Damages: $127,889
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $127,889
Status/Comments: Pricewaterhouse was hired by former management
to supervise the operations of Prime Capital
Services when Michael Ryan and Carole Enisman
were terminated in the summer of 2002. Current
management believes that Pricewaterhouse's work
does not justify their fee. We are working to
settle the lawsuit.
41. Title of Claim: Bristol Investment Group, Inc. v. Gilman +
Ciocia, Inc.
Date Claim Alleged: April 24, 2003
Claimant's Attorney: Samuel Gilbert
G+C Attorney: Ted H. Finkelstein
Forum: New York City Civil Court
Case Number: 022085 CV2003
Alleged Damages: $30,000
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $30,000
Status/Comments: This is a lawsuit by the company which did the
Fairness Opinion for Sterling Grace financing.
We paid $60,000 of $90,000 fee and are
negotiating settlement of the $30,000 balance.
42. Title of Claim: Linx Communications, Corp. v. Gilman + Ciocia,
Inc.
Date Claim Alleged: March 29, 2003
Claimant's Attorney: Arnold Arpino
G+C Attorney: Ted H. Finkelstein
Forum: Suffolk County District Court
Case Number: SMC-3991-03
Alleged Damages: $14,616
Anticipated Outcome: Settlement
E&O Coverage: None
Actual Damages: $14,616
Status/Comments: This is a lawsuit by an advertising company for
service rendered to previous management. We are
attempting to settle the balance due.
14
June 17, 2003
43. Title of Claim: Anthony DePasquale vs Prime Capital Services,
Inc.
Date Claim Alleged: April 30, 2003
Claimant's Attorney: Pro Se
G+C Attorney: Wilson, Elser
Forum: NASD
Case Number: 03-00880
Alleged Damages: $40,408
Anticipated Outcome: Dismissal
E&O Coverage: Yes
Actual Damages: Being Computed
Status/Comments: An answer is being filed.
44. Title of Claim: Cynthia Bania for the Estate of Romeo
Montemayor vs Prime Capital Services, Inc.
Date Claim Alleged: April 21, 2003
Claimant's Attorney: Jeffrey Coleman, Esq.
G+C Attorney: Paduano & Weintraub
Forum: NASD
Case Number: 03-01475
Alleged Damages: $562,681
Anticipated Outcome: Settlement
E&O Coverage: Yes
Actual Damages: Being computed
Status/Comments: Previous customer complaint. Mediation was
unsuccessful. Client filed for arbitration. An
answer is being filed. Will resume settlement
talks.
45. Title of Claim: Daniel & Janet Weinstein vs. Prime Capital
Services, Inc.
Date Claim Alleged: March 27, 2003
Claimant's Attorney: Adam H. Smith, Esq.
G+C Attorney: Wilson, Elser
Case Number: 03-01645
Alleged Damages: $113,000
Anticipated Outcome: Settlement
E&O Coverage: Yes
Actual Damages: Being computed
Status/Comments: The case is in discovery phase. Awaiting hearing
dates.
15
ZEICHNER ELLMAN & KRAUSE LLP
575 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 35 MASON STREET
(212) 223-0400 GREENWICH, CT 06830
FAX: (212) 753-0396 (203) 622-0900
www.zcklaw.com FAX: (203) 862-9889
103 EISENHOWER PARKWAY
STEPHEN F. ELLMAN ROSELAND, NJ 07068
(212) 826-5303 (973) 618-9100
sellman@zeklaw.com FAX: (973) 364-9960
June 17, 2003
BY FACSIMILE
Ted H. Finkelstein, Esq.
Vice President & General Counsel
Gilman + Ciocia, Inc.
11 Raymond Ave.
Poughkeepsie, New York 12603
FACSIMILE NO.: (845) 622-3638
Term Loan Note (the "Term Loan Note") dated as of December 27, 2001 made
by Gilman + Ciocia, Inc., a Delaware corporation (the "Borrower") to First
Union National Bank now known as Wachovia Bank, National Association
("Wachovia"), in the original principal sum of $5,000,000., Revolving
Credit Note (the "Revolving Credit Note") dated as of December 27,2001
made by Borrower to the First Union National Bank in the original
principal sum of $2,000,000.; the Term Loan Note and Revolving Credit Note
made pursuant to the terms of that certain Revolving Credit and Texts Loan
Agreement dated as of December 27, 2001 (the "Credit Agreement"), by and
among, Borrower, and Prime Capital Services, ("Prime") North Ridge
Securities Corp. ("North Ridge"), Prime Financial Services, Inc., North
Shore Capital Management Corp., Asset & Financial Planning, Ltd.,
e1040.com, inc, G + C Schlager & Associates, Inc., G + C Mortgage Line
Inc., Thomas Povinelli, James Ciocia and Michael Ryan (collectively, the
"Guarantors"); the Security Agreement dated as of December 27, 2001 (the
"Security Agreement) dated as of December 27, 2001, by and among Borrower
and Wachovia, and the Forbearance Agreement dated as of November 27,2002
(the "Forbearance Agreement") made by and between Borrower, North Ridge.
Prime, the Guarantors and Wachovia
Dear Ted:
Reference is made to the Credit Agreement and Forbearance Agreement
You have requested that we confirm on behalf of Wachovia that it has received
notice from the Borrower of certain items described below.
ZEICHNER ELLMAN & KRAUSE LLP
Ted H Finkelstein, Esq.
Vice President & General Counsel
Gilman + Ciocia, Inc.
June 17, 2003
Page 2
Accordingly, this letter shall confirm that the Borrower has given
notice to Wachovia that the Borrower breached the terms of the Credit Agreement
and Forbearance Agreement (i) as delineated in your letter dated March 21, 2003
to Frederic M. Umane, Esq. of this firm, a copy of which is attached and (ii) by
failing to pay federal and state payroll withholding taxes when due, as you
advised Wachovia at the meeting in our office on May 13, 2003.
With respect to the failure to pay federal and state payroll
withholding taxes, you indicated at the meeting that the breach of Article V (0)
of the Forbearance Agreement occurred as a result of a change in the Borrower's
payroll processing company from ADP to Ceridian and during such changeover an
error occurred and the federal and state payroll withholding taxes were not
timely remitted. You stated further that as soon as the Borrower discovered the
error, it immediately paid all outstanding payroll withholding taxes and the
Borrower was then current on all withholding taxes.
Please be advised that Wachovia hereby reserves its rights, all
which are specifically reserved.
It is our understanding that this letter will be supplied to Grant
Thornton, your auditors. Please do not hesitate to contact us if Grant Thornton
requires any additional information
Sincerely,
/s/ Stephen F. Ellman
Stephen F. Ellman
SFE:JNZ:dct
Attachment
cc: Joseph P. Henley, Vice President (By Facsimile, w/Attachment)
Christopher Ford, Vice President (By Facsimile, w/Attachment)
[LETTERHEAD OF GILMAN + CIOCIA]
March 21, 2003
VIA FACSIMILE
Frederic M. Umane, Esq.
Zeichner, Ellman, & Krause
575 Lexington Avenue
New York, NY 10022
Re: G+C Loan with Wachovia Bank
G+C File No. 102
Dear Fred:
As I advised you during our telephone conversation, I have reviewed Article V of
the Forbearance Agreement with the bank dated as of November 27, 2002. As of
today, we are not in compliance with the following provisions:
1. In B (iv), we are late in filing several local personal property tax
returns. However, the total amount owed is not substantial or
material. We are in the process of reviewing the returns to
determine which ones we must file after removing the offices sold to
Pinnacle.
2. In J, we have not paid all licensing fees and we have not paid all
vendors for materials and supplies. There are no filed liens and we
do not believe these items in total are material in nature. We are
reviewing all of our licenses to determine which ones must be
renewed after deleting the offices sold to Pinnacle.
3. In K, we are not current on some rent payments on our leases of
vacant offices. We are negotiating to terminate the leases and we
believe that the prudent approach is not to pay rent but to bargain
with the landlords for lump sum or installment workout payments. We
do not believe that these amounts in total are material.
Page 2 of 2
Frederic M. Umane, Esq.
March 21, 2003
As I previously advised you, our auditors will not be issuing any separate
opinions to the bank concerning the Revolving Credit and Term Loan Agreement
dated as of December 27, 2001 or the Forbearance Agreement dated as of November
27, 2002. It is my understanding that the bank does not require any additional
opinions from the auditors.
In reviewing the Notice of Default dated March 5, 2003, we noticed that the
monthly reporting default cited Article V, Section G. Section G is actually the
quarterly reports. Section H is for the monthly reports. As the bank is aware,
we are in default under both Sections G and H. It is our understanding that the
rescission of the Notice of Default was intended to cover our defaults under
both Sections G and H.
Thank you for your continued cooperation and assistance.
Sincerely,
/s/ Ted H. Finkelstein
Ted H. Finkelstein
Vice President and General Counsel
THF:mak
cc: Michael Ryan
Max Brandsdorfer, CPA
Michael Mannion
David Pentlow, Esq.
CORPORATION SERVICE COMPANY CSC- Albany
www.incspot.com 6th Floor
80 State Street
Albany, NY 12207-2543
800-833-9848
518-433-4741 (Fax)
Matter# 1985-145 Order# 139023-15 Order Date 06/19/2003
Additional Reference:
Entity Name: GILMAN & CIOCIA (Debtor)/ WACHOVIA BANK, NATIONAL
ASSOCIATION (Secured Party)
Jurisdiction: Washington-DEPARTMENT OF LICENSING
Request for: UCC Filing
File Type: PARTIAL RELEASE
Result: Filed
Pile Number: 2003-175-3818-4
Filing Date: 06/20/2003
Ordered by MS. PAULA MIZZI at ZEICHNER ELLMAN & KRAUSE
Thank you for using CSC. For real-time 24 hour access to the status of any order
placed with CSC, access our website at www.incspot.com.
If you have any questions concerning this order or lncSpot, please feel free to
contact us.
Diane Damiano
ddamiano@cscinfo.com
The responsibility for verification of the files and determination of the
information therein lies with the filing officer; we accept no liability for
errors or omissions.
This ACKNOWLEDGEMENT reflects the information on file with the Washington State
Department of Licensing.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional) Date of Filing: Jun 20, 2003
Time of Filing: 12:35 PM
- ---------------------------------------------- File Number: 2003-175-3818-4
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
CSC A Continuation Statement may
be filed within six months of
the Lapse Date of: Nov 6,
2005
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 2000-311-0597
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
OR
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
Wachovia Bank, National Association f/k/a First Union National Bank
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia)
================================================================================
ACKNOWLEDGEMENT COPY - NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM
UCC3)(REV.07/29/98)
================================================================================
Attachment 1 of 1 to Filing Number: 2003-175-3818-4
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional)
- ---------------------------------------------- 1020832
B. SEND ACKNOWLEDGEMENT TO: (Name and Address) 062003 53.12
CSC
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 2000-311-0597 File Date: 11/06/2000
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
================================================================================
6. CURRENT RECORD INFORMATION:
- --------------------------------------------------------------------------------
6a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
6b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
7. CHANGED (NEW) OR ADDED INFORMATION:
- --------------------------------------------------------------------------------
7a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
7b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
- --------------------------------------------------------------------------------
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- --------------------------------------------------------------------------------
7d. SEE INSTRUCTIONS
- --------------------------------------------------------------------------------
ADD'L INFO RE ORGANIZATION DEBTOR
- --------------------------------------------------------------------------------
7e. TYPE OF ORGANIZATION
- --------------------------------------------------------------------------------
7f. JURISDICTION OF ORGANIZATION
- --------------------------------------------------------------------------------
7g. ORGANIZATIONAL ID #, if any |_| NONE
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
Wachovia Bank, National Association f/k/a First Union National Bank
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia) 139023-15
================================================================================
FILING OFFICE COPY - UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV.
05/22/02)
CORPORATION SERVICE COMPANY CSC- Albany
www.incspot.com 6th Floor
80 State Street
Albany, NY 12207-2543
800-833-9848
518-4334741 (Fax)
Matter# 1985-145 Order# 139023-10 Order Date 06/19/2003
Additional Reference:
Entity Name: GILMAN & CIOCIA (Debtor)/ THE TRAVELERS INSURANCE
COMPANY (Secured Party)
Jurisdiction: Washington-DEPARTMENT OF LICENSING
Request for: UCC Piling
File Type: PARTIAL RELEASE
Result: Filed
File Number: 2003-175-3819-1
Filing Date: 06/20/2003
Ordered by MS. PAULA MIZZI at ZEICHNER ELLMAN & KRAUSE
Thank you for using CSC. For real-time 24 hour access to the status of any order
placed with CSC, access our website at www.incspot.com.
If you have any questions concerning this order or IncSpot, please feel free to
contact us.
Diane Damiano
ddamiano@cscinfo.com
The responsibility for verification of the flits and determination of the
information therein lies with the filing officer; we accept no liability for
errors or omissions.
This ACKNOWLEDGEMENT reflects the information on file with the Washington State
Department of Licensing.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional) Date of Filing: Jun 20, 2003
Time of Filing: 12:35 PM
- ---------------------------------------------- File Number: 2003-175-3819-1
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
CSC A Continuation Statement may
be filed within six months of
the Lapse Date of: Nov 16,
2005
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 2000-321-0027
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
OR
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
The Travelers Insurance Company
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia)
================================================================================
ACKNOWLEDGEMENT COPY - NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM
UCC3)(REV.07/29/98)
================================================================================
Attachment 1 of 1 to Filing Number: 2003-175-3819-1
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional)
- ---------------------------------------------- 1020832
B. SEND ACKNOWLEDGEMENT TO: (Name and Address) 062003 53.12
CSC
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 2000-321-0027 File Date: 11/15/2000
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
================================================================================
6. CURRENT RECORD INFORMATION:
- --------------------------------------------------------------------------------
6a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
6b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
7. CHANGED (NEW) OR ADDED INFORMATION:
- --------------------------------------------------------------------------------
7a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
7b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
- --------------------------------------------------------------------------------
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- --------------------------------------------------------------------------------
7d. SEE INSTRUCTIONS
- --------------------------------------------------------------------------------
ADD'L INFO RE ORGANIZATION DEBTOR
- --------------------------------------------------------------------------------
7e. TYPE OF ORGANIZATION
- --------------------------------------------------------------------------------
7f. JURISDICTION OF ORGANIZATION
- --------------------------------------------------------------------------------
7g. ORGANIZATIONAL ID #, if any |_| NONE
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
The Secured Party hereby specifically releases only the personal property and
fixtures of the Debtor located at 240 N.W. Gilman Boulevard, Issaqiah, WA 98027
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
The Travelers Insurance Company
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia) 139023-10
================================================================================
FILING OFFICE COPY - UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV.
05/22/02)
CORPORATION SERVICE COMPANY CSC- Albany
www.incspot.com 6th Floor
80 State Street
Albany, NY 12207-2543
800-833-9848
518-433-4741 (Fax)
Matter# 1985-145 Order# 139023-30 Order Date 06/19/2003
Additional Reference:
Entity Name: GILMAN & CIOCIA (Debtor)/ The TRAVELERS INSURANCE
COMPANY (Secured Party)
Jurisdiction: New York-SECRETARY OF STATE
Request for: UCC Filing
File Type: PARTIAL RELEASE
Result: Filed
File Number: 200306261235545
Filing Date: 06/26/2003
Ordered by MS. PAULA MIZZI at ZEICHNER ELLMAN & KRAUSE
Thank you for using CSC. For real-time 24 hour access to the status of any order
placed with CSC, access our website at www.incspot.com.
If you have any questions concerning this order or IncSpot, please feel free to
contact us.
Diane Damiano
ddamiano@cscinfo.com
The responsibility for verification of the files and determination of the
information therein lies with the filing officer; we accept no liability for
errors or omissions.
[LOGO]
STATE OF NEW YORK
DEPARTMENT OF STATE
41 STATE STREET
ALBANY, NY 12231-0001
- --------------------------------------------------------------------------------
GEORGE E. PATAKI RANDY A. DANIELS
GOVERNOR SECRETARY OF STATE
FILING ACKNOWLEDGMENT
June 26, 2003
RETURN TO CUSTOMER SERVICE COUNTER
CORPORATION SERVICE COMPANY
80 STATE STREET, 6TH FLOOR
ALBANY NY 12207-0000
Attached is the acknowledgment copy of your recently submitted filing. This
filing consists of a total of one page, which is represented in this
acknowledgment. This document has been filed with the New York State Department
of State, Uniform Commercial Code Division.
The Financing Statement Amendment has been assigned Filing Number:
200306261235545, Filing Date: 06/26/2003. This document has been appended to
initial Financing Statement Filing Number: 222167, which was filed on
11/16/2000. The initial Financing Statement will lapse on 11/16/2005 unless
continued.
If you have any concerns regarding the way this document is recorded, please
contact one of our Customer Service Representatives at (518)474-4763, or respond
in writing to the UCC Data Processing Unit at the address indicated above.
Sincerely,
Uniform Commercial Code Division
Data Processing Unit
REF #:555556
- --------------------------------------------------------------------------------
WWW.DOS.STATE.NY o E-MAIL: INFO@DOS.STATE.NY.US
555556 2003 JUN 26 AM 11:20
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional)
- ---------------------------------------------- DRAWDOWN
B. SEND ACKNOWLEDGEMENT TO: (Name and Address) ACCT# 45
CSC
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 222167 File Date: 11/16/2000
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
================================================================================
6. CURRENT RECORD INFORMATION:
- --------------------------------------------------------------------------------
6a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
6b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
7. CHANGED (NEW) OR ADDED INFORMATION:
- --------------------------------------------------------------------------------
7a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
7b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
- --------------------------------------------------------------------------------
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- --------------------------------------------------------------------------------
7d. SEE INSTRUCTIONS
- --------------------------------------------------------------------------------
ADD'L INFO RE ORGANIZATION DEBTOR
- --------------------------------------------------------------------------------
7e. TYPE OF ORGANIZATION
- --------------------------------------------------------------------------------
7f. JURISDICTION OF ORGANIZATION
- --------------------------------------------------------------------------------
7g. ORGANIZATIONAL ID #, if any |_| NONE
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
The Secured Party hereby specifically releases only the personal property and
fixtures of the Debtor located at 240 N.W. Gilman Boulevard, Issaqiah, WA 98027
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
The Travelers Insurance Company
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia) 139023-30 KXK
================================================================================
FILING OFFICE COPY - UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV.
05/22/02)
FILING NUMBER: 200306261235545
CORPORATION SERVICE COMPANY CSC- Albany
www.incspot.com 6th floor
80 State Street
Albany, NY 12207-2543
800-833-9848
518-433-4741 (Fax)
Matter# 1985-145 Order# 139023-20 Order Date 06/19/2003
Additional Reference:
Entity Name: GILMAN & CIOCIA (Debtor)! WACHOVIA BANK,
NATIONAL ASSOCIATION (Secured Party)
Jurisdiction: New York-SECRETARY OF STATE
Request for: UCC Filing
File Type: PARTIAL RELEASE
Result: Filed
File Number: 200306191199299
Filing Date: 06/19/2003
Ordered by MS. PAULA MIZZI at ZEICHNER ELLMAN & KRAUSE
Thank you for using CSC. For real-time 24 hour access to the status of any order
placed with CSC, access our website at www.incspot.com.
If you have any questions concerning this order or IncSpot, please feel free to
contact us.
Diane Damiano
ddamiano@cscinfo.com
The responsibility for verification of the files and determination of the
information therein lies with the filing officer: we accept no liability for
errors or omissions.
[LOGO]
STATE OF NEW YORK
DEPARTMENT OF STATE
41 STATE STREET
ALBANY, NY 12231-0001
- --------------------------------------------------------------------------------
GEORGE E. PATAKI RANDY A. DANIELS
GOVERNOR SECRETARY OF STATE
FILING ACKNOWLEDGMENT
June 20, 2003
RETURN TO CUSTOMER SERVICE COUNTER
CORPORATION SERVICE COMPANY
80 STATE STREET, 6TH FLOOR
ALBANY NY 12207-0000
Attached is the acknowledgment copy of your recently submitted filing. This
filing consists of a total of one page, which is represented in this
acknowledgment. This document has been filed with the New York State Department
of State, Uniform Commercial Code Division.
The Financing Statement Amendment has been assigned Filing Number:
200306191199299, Filing Date: 06/19/2003. This document has been appended to
initial Financing Statement Filing Number: 212889, which was filed on
11/03/2000. The initial Financing Statement will lapse on 11/03/2005 unless
continued.
If you have any concerns regarding the way this document is recorded, please
contact one of our Customer Service Representatives at (518)474-4763, or respond
in writing to the UCC Data Processing Unit at the address indicated above.
Sincerely,
Uniform Commercial Code Division
Data Processing Unit
REF #: 553982
- --------------------------------------------------------------------------------
WWW.DOS.STATE.NY o E-MAIL: INFO@DOS.STATE.NY.US
553982 2003 JUN 19 PM 3:15
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional)
- ---------------------------------------------- DRAWDOWN
B. SEND ACKNOWLEDGEMENT TO: (Name and Address) ACCT# 45
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 212889 File Date: 11/03/2000
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
================================================================================
6. CURRENT RECORD INFORMATION:
- --------------------------------------------------------------------------------
6a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
6b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
7. CHANGED (NEW) OR ADDED INFORMATION:
- --------------------------------------------------------------------------------
7a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
7b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
- --------------------------------------------------------------------------------
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- --------------------------------------------------------------------------------
7d. SEE INSTRUCTIONS
- --------------------------------------------------------------------------------
ADD'L INFO RE ORGANIZATION DEBTOR
- --------------------------------------------------------------------------------
7e. TYPE OF ORGANIZATION
- --------------------------------------------------------------------------------
7f. JURISDICTION OF ORGANIZATION
- --------------------------------------------------------------------------------
7g. ORGANIZATIONAL ID #, if any |_| NONE
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
The Secured Party hereby specifically releases only the personal property and
fixtures of the Debtor located at 240 N.W. Gilman Boulevard, Issaqiah, WA 98027
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
Wachovia Bank, National Association f/k/a First Union National Bank
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia) 139023-30 KXK
================================================================================
FILING OFFICE COPY - UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV.
05/22/02)
FILING NUMBER: 200306191199299
CORPORATION SERVICE COMPANY CSC- Albany
www.incspot.com 6th Floor
80 State Street
Albany, NY 12207-2543
800-833-9848
5184334741 (Fax)
Matter# 1985-145 Order# 139023-25 Order Date 06/19/2003
Additional Reference:
Entity Name: GILMAN & CIOCIA (Debtor)/ EUROPEAN AMERICAN BANK
(Secured Parry)
Jurisdiction: New York-SECRETARY OF STATE
Request for: UCC Filing
File Type: PARTIAL RELEASE
Result: Filed
File Number: 200306191199287
Filing Date: 06/19/2003
Ordered by MS. PAULA MIZZI at ZEICHNER ELLMAN & KRAUSE
Thank you for using CSC. For real-time 24 hour access to the status of any order
placed with CSC, access our website at www.incspot.com.
If you have any questions concerning this order or IncSpot, please feel free to
contact us.
Diane Damiano
ddamiano@cscinfo.com
The responsibility for verification of the files and determination of the
information therein lies with the filing officer; we accept no liability for
errors or omissions.
[LOGO]
STATE OF NEW YORK
DEPARTMENT OF STATE
41 STATE STREET
ALBANY, NY 12231-0001
- --------------------------------------------------------------------------------
GEORGE E. PATAKI RANDY A. DANIELS
GOVERNOR SECRETARY OF STATE
FILING ACKNOWLEDGMENT
June 20, 2003
RETURN TO CUSTOMER SERVICE COUNTER
CORPORATION SERVICE COMPANY
80 STATE STREET, 6TH FLOOR
ALBANY NY 12207-0000
Attached is the acknowledgment copy of your recently submitted filing. This
filing consists of a total of one page, which is represented in this
acknowledgment: This document has been filed with the New York State Department
of State, Uniform Commercial Code Division.
The Financing Statement Amendment has been assigned Filing Number:
200306191199287, Filing Date: 06/19/2003. This document has been appended to
initial Financing Statement Filing Number 181632, which was filed on 08/07/2002.
The initial Financing Statement will lapse on 08/07/2007 unless continued.
If you have any concerns regarding the way this document is recorded please
contact one of our Customer Service Representatives at (518) 474-4763, or
respond in writing to the UCC Data Processing Unit at the address indicated
above.
Sincerely,
Uniform Commercial Code Division
Data Processing Unit
REF #: 553981
- --------------------------------------------------------------------------------
WWW.DOS.STATE.NY o E-MAIL: INFO@DOS.STATE.NY.US
553981 2003 JUN 19 PM 3:15
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional)
- ---------------------------------------------- DRAWDOWN
B. SEND ACKNOWLEDGEMENT TO: (Name and Address) ACCT# 45
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 181632 File Date: 08/07/2002
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
================================================================================
6. CURRENT RECORD INFORMATION:
- --------------------------------------------------------------------------------
6a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
6b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
7. CHANGED (NEW) OR ADDED INFORMATION:
- --------------------------------------------------------------------------------
7a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
7b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
- --------------------------------------------------------------------------------
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- --------------------------------------------------------------------------------
7d. SEE INSTRUCTIONS
- --------------------------------------------------------------------------------
ADD'L INFO RE ORGANIZATION DEBTOR
- --------------------------------------------------------------------------------
7e. TYPE OF ORGANIZATION
- --------------------------------------------------------------------------------
7f. JURISDICTION OF ORGANIZATION
- --------------------------------------------------------------------------------
7g. ORGANIZATIONAL ID #, if any |_| NONE
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
The Secured Party hereby specifically releases only the personal property and
fixtures of the Debtor located at 240 N.W. Gilman Boulevard, Issaqiah, WA 98027
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
European American Bank
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia) 139023-25 KXK
================================================================================
FILING OFFICE COPY - UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV.
05/22/02)
FILING NUMBER: 200306191199287
CORPORATION SERVICE COMPANY CSC- Albany
www.incspot.com 6th Floor
80 State Street
Albany, NY 12207-2543
800-833-9848
518-433-4741 (Fax)
Matter# 1985-145 Order# 139023-5 Order Date 06/19/2003
Additional Reference:
Entity Name: GILMAN & CIOCIA (Debtor)/WACHOVIA BANK,
NATIONAL ASSOCIATION (Secured Party)
Jurisdiction: Delaware-SECRETARY OF STATE
Request for; UCC Filing
File Type: PARTIAL RELEASE
Result: Filed
File Number: 20008569-31572505
Filing Date: 06/20/2003
Ordered by MS. PAULA MIZZI at ZEICHNER ELLMAN & KRAUSE
Thank you for using CSC. For real-time 24 hour access to the status of any order
placed with CSC, access our website at www.incspot.com.
If you have any questions concerning this order or IncSpot, please feel free to
contact us.
Diane Damiano
ddamiano@cscinfo.com
The responsibility for verification oldie files and determination of the
information therein lies wick the filing officer; we accept no liability for
errors or omissions.
DELAWARE DEPARTMENT OF STATE
U.C.C. FILING SECTION
FILED 03:57 PM 06/20/2003
INITIAL FILING NUM: 2000856 9
AMENDMENT NUMBER: 3157250 5
SRV: 030409877
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
==============================================
A. NAME & PHONE OF CONTACT AT FILER (optional)
- ----------------------------------------------
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
CSC Corporation Service Company(SM)
P.O. Box 591
Wilmington, DE 19899
(800) 927-9800
==============================================
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
================================================================================
1a. INITIAL FINANCING STATEMENT FILE # 20008569 File Date: 01/02/2002
================================================================================
1b. This FINANCING STATEMENT AMENDMENT is |_| to be filed [for record] (or
recorded) in the REAL ESTATE RECORDS.
================================================================================
2. |_| TERMINATION: Effectiveness of the Financing Statement identified above is
terminated with respect to security interest(s) of the Secured Party
authorizing this Termination Statement.
================================================================================
3. |_| CONTINUATION: Effectiveness of the Financing Statement identified above
with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period
provided by applicable law.
================================================================================
4. |_| ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and
address of assignee in item 7c: and also give name of assignor in item 9.
================================================================================
5. AMENDMENT (PARTY INFORMATION): This Amendment affects |_| Debit or |_|
Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide information in items
6 and/or 7.
|_| CHANGE name and/or address: Give current record name in item 6a and 6b: also
give new name (if name change) in item 7a or 7b and/or new address (if
address change) in Item7c.
|_| DELETE name: Give record name to be deleted in item 6a or 6b.
|_| ADD name: Complete item 7a or 7b, and also item 7c: also complete items
7d-7g (if applicable)
================================================================================
================================================================================
6. CURRENT RECORD INFORMATION:
- --------------------------------------------------------------------------------
6a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
6b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
7. CHANGED (NEW) OR ADDED INFORMATION:
- --------------------------------------------------------------------------------
7a. ORGANIZATION'S NAME
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
7b. INDIVIDUAL'S LAST NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
- --------------------------------------------------------------------------------
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
- --------------------------------------------------------------------------------
7d. SEE INSTRUCTIONS
- --------------------------------------------------------------------------------
ADD'L INFO RE ORGANIZATION DEBTOR
- --------------------------------------------------------------------------------
7e. TYPE OF ORGANIZATION
- --------------------------------------------------------------------------------
7f. JURISDICTION OF ORGANIZATION
- --------------------------------------------------------------------------------
7g. ORGANIZATIONAL ID #, if any |_| NONE
================================================================================
8. AMENDMENT (COLLATERAL CHANGE) check only one box.
Describe collateral |X| deleted or |_| added, or give entire |_| restated
collateral description, or describe collateral |_| assigned.
================================================================================
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor,
if this an Assignment). If this is an Amendment authorized by a Debtor which
adds collateral or adds the authorizing Debtor, or if this is a Termination
authorized by a Debtor, check here |_| and enter name of DEBTOR authorizing
this Amendment.
- --------------------------------------------------------------------------------
9a. ORGANIZATION'S NAME
Wachovia Bank, National Association f/k/a First Union National Bank
- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------
9b. INDIVIDUAL'S NAME
- --------------------------------------------------------------------------------
FIRST NAME
- --------------------------------------------------------------------------------
MIDDLE NAME
- --------------------------------------------------------------------------------
SUFFIX
================================================================================
10. OPTIONAL FILER REFERENCE DATA
1985-145 (Gilman & Ciocia) 139023-005(2)
================================================================================
FILING OFFICE COPY - UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV.
05/22/02)