UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
MAY 15, 1996
RENTERS CHOICE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 48-1024367
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
0-25370
(Commission
File Number)
13800 MONTFORT DRIVE
SUITE 300
DALLAS, TEXAS 75240
(214) 701-0489
(Address of Principal Executive Offices,
including zip code, and telephone
number, including area code)
NO CHANGE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 15, 1996, Renters Choice, Inc., a Delaware corporation (the
"Registrant"), ColorTyme, Inc., a Texas corporation ("ColorTyme"),
and CT Acquisition Corporation, a Texas corporation and a
wholly-owned subsidiary of the Registrant (the "Merger Sub"), entered
into an Agreement and Plan of Reorganization (the "Agreement of
Reorganization") pursuant to which ColorTyme was merged with and into
the Merger Sub (the "Merger"). The Merger Sub was the surviving
corporation of the Merger (the "Surviving Corporation"). A copy of
the Agreement of Reorganization is attached hereto as Exhibit 2.1
The Merger became effective May 15, 1996 at 5:00 o'clock p.m. Dallas,
Texas time. Upon effectiveness of the Merger, the name of the Merger
Sub was automatically changed to ColorTyme, Inc.
The Merger consideration paid by the Registrant to the holders of the
outstanding shares of common stock of ColorTyme consisted of cash in
the aggregate amount of $2,839,754.50, plus 287,419 restricted shares
of the Registrant's common stock, par value $.01 per share (the
"Registrant's Common Stock"). The Merger consideration paid by the
Registrant to the sole holder of outstanding shares of the Class A,
Non-Voting Preferred Stock of ColorTyme consisted of cash in the
amount of $1,825,996.50, plus 55,756 restricted shares of the
Registrant's Common Stock. The closing sales price for the
Registrant's Common Stock on May 15, 1996, as reported on the Nasdaq
National Market, was $25.50.
The Registrant used existing cash from operations to pay the cash
portion of the Merger consideration. Management of the Registrant
determined the total Merger consideration based upon its assessment
of the fair market value of ColorTyme operating as a going concern.
In connection with the Merger, the Registrant entered into two-year
noncompetition agreements with certain of the former common
shareholders of ColorTyme. No additional consideration was paid by
the Registrant pursuant to the noncompetition agreements.
Immediately following the consummation of the Merger, ColorTyme
Financial Services, Inc. ("CTFS"), a Texas corporation and a
wholly-owned subsidiary of the Surviving Corporation, entered into a
Portfolio Acquisition Agreement (the "Portfolio Agreement") with STI
Credit Corporation, a Nevada corporation ("STI"), pursuant to which
CTFS sold certain promissory notes and other instruments, chattel
paper, accounts and contracts (collectively, the "Loans") owned by
CTFC to STI for an aggregate purchase price of $21,150,630.57.
Approximately $13.5 million of the net proceeds of such sale were
used to repay certain indebtedness owed by CTFS to Chrysler First
Commercial Corporation.
The Portfolio Agreement is attached hereto as Exhibit 10.1. Pursuant
to the terms of the Portfolio Agreement, the portfolio purchase price
will be adjusted on or before May 30, 1996, to reflect advances and
payments made on the Loans between April 26 and May 15, 1996. If
during the six-month period following May 15, 1996, STI determines,
in its reasonable judgment, that the balance of any Loan on May 15,
1996, was less than the balance reflected in the Portfolio Agreement,
CTFS must pay to STI, as an adjustment to the portfolio purchase
price, the net present value of the difference between the actual
balance and the balance reflected in the Portfolio Agreement. If
during the six-month period following May 15, 1996, STI determines
that any Loan, or CTFS's rights in the collateral securing such Loan,
are not properly documented, and such deficiency materially impacts
the Loan, CTFS must repurchase the Loan from STI. If any Loan is
prepaid, CTFS must refund to STI the premium paid by STI for such
Loan. In addition, CTFS must pay to STI a portion of the remaining
balance of any Loan which goes into default, after repossession
and/or foreclosure proceedings by STI are unsuccessful in liquidating
the entire unpaid balance of the Loan. All of CTFS's obligations
under the Portfolio Agreement are guaranteed by the Registrant and
the Surviving Corporation.
The estate of Willie Ray Talley was the largest shareholder of
ColorTyme, owning approximately 63% of the outstanding shares of
common stock. Willie Ray Talley was the brother of J. Ernest Talley,
Chairman of the Board of Directors and Chief Executive Officer of the
Registrant. J. Ernest Talley is the executor of the estate of Willie
Ray Talley. Willie Ray Talley had personally guaranteed certain debts
owed by ColorTyme and its subsidiaries which were paid off in
connection with the Merger. The Merger was approved by a majority of
the disinterested directors of the Registrant in compliance with
Delaware law.
The Surviving Corporation is a franchisor of 313 rent-to-own stores
in 40 states, and directly owns seven rent-to-own stores. These
stores generally offer durable consumer goods such as televisions,
video cassette recorders, stereos, refrigerators, appliances,
furniture and accessories, to individuals under flexible rental
purchase arrangements.
The Registrant generally operates rent-to-own stores offering durable
goods primarily to individuals under flexible rental purchase
arrangements that allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed upon rental period.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
At the time of filing of this report, it is impracticable to provide
the financial statements for ColorTyme. The Registrant intends to
file such financial statements as soon as practicable, but, in any
event, no later than 60 days after the date on which this Form 8-K
must be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
At the time of filing this report, it is impracticable to provide the
PRO FORMA financial information for ColorTyme. The Registrant intends
to file such financial information as soon as practicable, but, in
any event, no later than 60 days after the date on which this Form
8-K must be filed.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization dated as of May 15,
1996, by and among Renters Choice, Inc., ColorTyme, Inc.
and CT Acquisition Corporation.
10.1 Portfolio Acquisition Agreement dated as of May 15, 1996,
by and among ColorTyme Financial Services, Inc., CT
Acquisition Corporation, Renters Choice, Inc. and STI
Credit Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENTERS CHOICE, INC.
(Registrant)
DATE: May 23, 1996 BY: Mark E. Speese, President
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
by and among
RENTERS CHOICE, INC.,
COLORTYME, INC.
and
CT ACQUISITION CORPORATION
May 15, 1996
TABLE OF CONTENTS
Page
ARTICLE 1 - THE MERGER ............................................ 1
1.1 The Merger ........................................................ 1
1.2 Closing ........................................................... 1
1.3 Effective Time of the Merger ...................................... 2
ARTICLE 2 - THE SURVIVING CORPORATION ............................. 2
2.1 Articles of Incorporation ......................................... 2
2.2 By-Laws ........................................................... 2
2.3 Directors and Officers of the Surviving Corporation ............... 2
ARTICLE 3 - CONVERSION OF SHARES .................................. 3
3.1 Company Common Stock .............................................. 3
3.2 Company Preferred Stock ........................................... 3
3.3 Merger Sub Common Stock ........................................... 4
3.4 Payment of Merger Consideration ................................... 4
3.5 Dividends; Transfer Taxes ......................................... 4
3.6 Closing of Company Transfer Books ................................. 4
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
AND THE MERGER SUB ................................................ 5
4.1 Organization ...................................................... 5
4.2 Capitalization .................................................... 5
4.3 Certain Corporate Matters ......................................... 5
4.4 Authority Relative to this Agreement .............................. 5
4.5 Consents and Approvals; No Violations ............................. 6
4.6 Reports and Financial Statements .................................. 6
4.7 Brokers' or Finders' Fees ......................................... 6
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY ......... 7
5.1 Organization ...................................................... 7
5.2 Capitalization and Ownership of the Company ....................... 7
5.3 Certain Corporate Matters ......................................... 7
5.4 Subsidiaries ...................................................... 8
5.5 Capital Stock of Subsidiaries ..................................... 8
5.6 Authority Relative to this Agreement .............................. 9
5.7 Franchises, Franchisees and the UFOC .............................. 9
5.8 Consents and Approvals; No Violations ............................. 10
5.9 Financial Statements .............................................. 11
5.10 Events Subsequent to Financial Statements ......................... 11
5.11 Undisclosed Liabilities ........................................... 13
5.12 Tax Returns and Audits ............................................ 13
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5.13 Property .......................................................... 15
5.14 Tangible Property ................................................. 15
5.15 Inventory ......................................................... 15
5.16 Lease Purchase Agreements ......................................... 16
5.17 Licenses and Permits .............................................. 16
5.18 Assets Necessary to Business ...................................... 16
5.19 Books and Records ................................................. 16
5.20 Product Liability ................................................. 16
5.21 Questionable Payments ............................................. 17
5.22 Environmental Matters ............................................. 17
5.23 Motor Vehicles and Equipment ...................................... 17
5.24 Ordinances, Regulations and Conditions of Stores .................. 17
5.25 Patents, Trademarks, Etc........................................... 18
5.26 Insurance ......................................................... 18
5.27 Contracts ......................................................... 18
5.28 Litigation ........................................................ 19
5.29 Employees ......................................................... 19
5.30 Employee Benefit Plans ............................................ 20
5.31 Legal Compliance .................................................. 21
5.32 Brokers Fees ...................................................... 21
5.33 Disclosures ....................................................... 21
ARTICLE 6 - [Reserved] ............................................ 21
ARTICLE 7 - ADDITIONAL AGREEMENTS ................................. 21
7.1 Access and Information ............................................ 21
7.2 Insurance Laws .................................................... 22
7.3 Press Releases .................................................... 22
7.4 Expenses .......................................................... 22
7.5 Benefits Provided to Employees of the Purchaser ................... 22
7.6 The Company's 401(k) Plan ......................................... 22
ARTICLE 8 - CONDITIONS TO CLOSING ................................. 23
8.1 Conditions to Obligations of Each Party to Effect the Closing ..... 23
8.2 Additional Conditions to the Purchaser's Obligations .............. 23
8.3 Additional Conditions to the Company's Obligations ................ 25
ARTICLE 9 - [Reserved] ............................................ 27
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ARTICLE 10 - GENERAL PROVISIONS .................................... 27
10.1 Notices ............................................................ 27
10.2 Interpretation ..................................................... 28
10.3 Severability ....................................................... 28
10.4 Miscellaneous ...................................................... 28
10.5 Material Adverse Breach ............................................ 29
10.6 GOVERNING LAW ...................................................... 29
10.7 Counterparts ....................................................... 29
-iii-
TABLE OF EXHIBITS AND SCHEDULES
EXHIBITS
EXHIBIT A ...................... Form of Plan of Merger
EXHIBIT B ...................... Form of Noncompetition Agreement
EXHIBIT C ...................... Form of Opinion of Counsel to the Company
EXHIBIT D ...................... Form of Opinion of Counsel of the Purchaser
SCHEDULES
SCHEDULE 5.2(a) ................ Voting Agreements
SCHEDULE 5.2(b) ................ List of Shareholders
SCHEDULE 5.3 ................... Jurisdictions in which the Company Operates
SCHEDULE 5.4 ................... Subsidiaries
SCHEDULE 5.5 ................... Capital Stock of Subsidiaries
SCHEDULE 5.7(f) ................ Franchise Agreements
SCHEDULE 5.7(g) ................ Franchisee's Claims
SCHEDULE 5.8 ................... Consents and Approvals
SCHEDULE 5.9 ................... Financial Statements
SCHEDULE 5.10 .................. Material Changes
SCHEDULE 5.11 .................. Liabilities
SCHEDULE 5.12 .................. Tax Returns and Audits
SCHEDULE 5.13 .................. Real Property
SCHEDULE 5.15 .................. Inventory
SCHEDULE 5.20 .................. Product Liability
SCHEDULE 5.23 .................. Motor Vehicles and Equipment
SCHEDULE 5.25 .................. Intellectual Property
SCHEDULE 5.26 .................. Insurance
SCHEDULE 5.27(a) ............... Material Contracts
SCHEDULE 5.27(b) ............... Defaults of and Changes to Material Contracts
SCHEDULE 5.28 .................. Litigation
SCHEDULE 5.29 .................. Employees
SCHEDULE 5.30 .................. Employee Benefit Plans
ANNEXES
ANNEX 1 ........................ Merger Consideration
-iv-
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 15, 1996
(this "Agreement"), is made and entered into by and among Renters Choice, Inc.,
a Delaware corporation (the "Purchaser"), ColorTyme, Inc., a Texas corporation
(the "Company"), and CT Acquisition Corporation, a Texas corporation and a
wholly-owned subsidiary of the Purchaser (the "Merger Sub").
RECITALS
WHEREAS, the respective Boards of Directors of the Purchaser, the
Merger Sub and the Company deem it advisable and in the best interests of their
respective stockholders and shareholders that the Purchaser acquire the Company
through a merger (the "Merger") of the Company with and into the Merger Sub upon
the terms and subject to the conditions of this Agreement and the Plan of Merger
(the "Plan of Merger") attached hereto as EXHIBIT A;
WHEREAS, for federal income tax purposes, it is intended that the
Merger shall qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, the Company has 8,100 shares (the "Common Shares") of common
stock, par value $10.00 per share (the "Company Common Stock"), and 4,000,000
shares (the "Preferred Shares, and together with the Common Shares, the
"Shares") of Class A, Non Voting Preferred Stock, par value $1.00 per share (the
"Company Preferred Stock") issued and outstanding.
NOW, THEREFORE, in consideration of the foregoing premises, the
representations, warranties and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties hereto
agree as follows:
ARTICLE 1
THE MERGER
1.1 THE MERGER. Subject to the terms and conditions of this Agreement,
at the Effective Time (as defined in SECTION 1.3 hereof), the Company shall be
merged with and into the Merger Sub and the separate corporate existence of the
Company shall thereupon cease. The Merger Sub (sometimes hereinafter referred to
as the "Surviving Corporation") shall be the surviving corporation in the
Merger. The Merger shall have the effects set forth in Section 5.06 of the Texas
Business Corporation Act (the "TBCA").
1.2 CLOSING. The closing of the Merger (the "Closing") shall take place
at 9:00 o'clock a.m., local time, at the offices of Winstead Sechrest & Minick
P.C., located at 1201 Elm Street, Suite 5400, Dallas, Texas 75270 on May 15,
1996, or as soon as reasonably practicable thereafter as the conditions set
forth in ARTICLE 8 have been satisfied or waived.
1.3 EFFECTIVE TIME OF THE MERGER. If all the conditions to the Merger
set forth in ARTICLE 8 shall have been fulfilled or waived in accordance
herewith and this Agreement shall not have been terminated as provided in
ARTICLE 9, the parties hereto shall cause Articles of Merger (the "Articles of
Merger") that meet the requirements of Section 5.04 of the TBCA to be properly
executed and filed with the Secretary of State of the State of Texas on the
Closing Date. The Merger shall be effective at the time of filing of the
Articles of Merger with the Secretary of State of the State of Texas in
accordance with the TBCA or at such later time which the parties hereto shall
have agreed upon and designated in such filing as the effective time of the
Merger (the "Effective Time").
ARTICLE 2
THE SURVIVING CORPORATION
2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of the
Merger Sub shall be the Articles of Incorporation of the Surviving Corporation
without change, except that Article I, "Name" shall be amended in its entirety
to read as follows:
"The name of the Corporation is 'ColorTyme, Inc.'"
2.2 BY-LAWS. The By-Laws of the Merger Sub as in effect immediately
prior to the Effective Time shall be the By-Laws of the Surviving Corporation.
2.3 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.
(a) The directors of the Merger Sub immediately prior to the
Effective Time shall be the initial directors of the Surviving
Corporation and shall hold office from the Effective Time until their
respective successors are duly elected or appointed and qualify in the
manner provided in the Articles of Incorporation and By-Laws of the
Surviving Corporation or as otherwise provided by law.
(b) The officers of the Company immediately prior to the
Effective Time shall be the initial officers of the Surviving
Corporation and shall hold office from the Effective Time until their
respective successors are duly elected or appointed and qualify in the
manner provided in the Articles of Incorporation and By-Laws of the
Surviving Corporation, or as otherwise provided by law.
AGREEMENT AND PLAN OF REORGANIZATION - Page 2
ARTICLE 3
CONVERSION OF SHARES
3.1 COMPANY COMMON STOCK. At the Effective Time, by virtue of the
Merger and without any action on the part of the Purchaser, the Company, the
Merger Sub or any holder of capital stock of any of them:
(a) Subject to the limitations contained herein, each share of
Company Common Stock issued and outstanding immediately prior to the
Effective Time shall be automatically converted into the right to
receive the per share consideration set forth beside the name of the
holder of such share on ANNEX 1 hereto, which consideration shall be
payable in cash and in shares of common stock of Renters Choice, Inc.
(the "Renters Choice Common Stock") in the proportions set forth on
ANNEX 1 hereto.
(b) All shares of Company Common Stock shall cease to be
outstanding and shall be cancelled and retired and shall cease to
exist, and each holder of a certificate representing Common Shares
shall thereafter cease to have any rights with respect to such Common
Shares, except to receive, upon the surrender of such certificate,
without interest, the consideration payable to such shareholder in
accordance with SECTION 3.1(A).
(c) Each share of Company Common Stock held in the treasury of
the Company and each such share held by the Purchaser or the Merger Sub
immediately prior to the Effective Time shall be cancelled and retired
without any payment of any consideration therefor.
3.2 COMPANY PREFERRED STOCK. At the Effective Time, by virtue of the
Merger and without any action on the part of the Purchaser, the Company, the
Merger Sub or the holder of capital stock of any of them:
(a) Subject to the limitations contained herein, each share of
Company Preferred Stock issued and outstanding immediately prior to the
Effective Time shall be automatically converted into the right to
receive the per share consideration set forth beside the name of the
holder of such share on ANNEX 1 hereto, which consideration shall be
payable in cash and shares of Renters Choice Common Stock in the
proportions set forth on ANNEX 1 hereto.
(b) Each share of Company Preferred Stock shall cease to be
outstanding and shall be cancelled and retired and shall cease to
exist, and each holder of a certificate representing Preferred Shares
shall thereafter cease to have any rights, except to receive, upon the
surrender of such certificate, without interest, the consideration
payable to such shareholder pursuant to SECTION 3.2(A).
AGREEMENT AND PLAN OF REORGANIZATION - Page 3
3.3 MERGER SUB COMMON STOCK. Each share of the Merger Sub's common
stock, par value $.01 per share (the "Merger Sub Stock"), issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding.
3.4 PAYMENT OF MERGER CONSIDERATION. The Purchaser shall authorize one
or more persons to act as paying agent hereunder (the "Paying Agent"). On the
Closing Date, the Purchaser or the Merger Sub shall deposit with the Paying
Agent cash in the amount of $4,665,751 and 343,175 shares of Renters Choice
Common Stock (collectively, the "Merger Consideration"). As soon as practicable
after the Effective Time, the Surviving Corporation shall cause the Paying Agent
to pay to each holder of Shares (a "Company Shareholder," and together with all
other holders of Shares, the "Company Shareholders"), upon surrender to the
Paying Agent of one or more certificates ("Certificates") representing such
Shares, the consideration payable to such holder, as shown on Annex 1 hereto.
The shares of Renters Choice Common Stock included in the Merger Consideration
shall be deemed to have been issued at the Effective Time.
3.5 DIVIDENDS; TRANSFER TAXES. No dividends that are declared on shares
of Renters Choice Common Stock will be paid to Company Shareholders until such
persons surrender their Certificates. Upon such surrender, there shall be paid
to the person in whose name the certificates representing such shares of Renters
Choice Common Stock shall be issued any dividends which shall have become
payable with respect to such shares between the Effective Time and the time of
such surrender. In no event shall the person entitled to receive such dividends
be entitled to receive interest on such dividends. If any certificates for any
shares of Renters Choice Common Stock are to be issued in a name other than that
in which the Certificate surrendered in exchange therefor is registered it shall
be a condition of such exchange that the person requesting such exchange shall
pay to the Paying Agent any transfer or other taxes required by reason of the
issuance of certificates for such shares of Renters Choice Common Stock in a
name other than that of the registered holder of the Certificate surrendered or
shall establish to the satisfaction of the Paying Agent that such tax has been
paid or is not applicable. Notwithstanding the foregoing, neither the Paying
Agent nor any party hereto shall be liable to a Company Shareholder for any
shares of Renters Choice Common Stock or dividends thereon delivered to a public
official pursuant to applicable escheat laws.
3.6 CLOSING OF COMPANY TRANSFER BOOKS. At the Effective Time, the stock
transfer books of the Company shall be closed and no transfer of Shares shall
thereafter be made. If, after the Effective Time, Certificates are presented to
the Surviving Corporation, they shall be cancelled and exchanged for
certificates representing shares of Renters Choice Common Stock.
AGREEMENT AND PLAN OF REORGANIZATION - Page 4
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER AND THE MERGER SUB
Each of the Purchaser and the Merger Sub hereby represents and warrants
to the Company as follows:
4.1 ORGANIZATION. Each of the Purchaser and the Merger Sub has been
duly incorporated, is validly existing as a corporation and is in good standing
under the laws of its state of incorporation, and has the requisite corporate
power to carry on its business as now conducted.
4.2 CAPITALIZATION. The authorized capital stock of the Purchaser
consists of 30,000,000 shares of Renters Choice Common Stock, and 5,000,000
shares of preferred stock, par value $.01 per share. As of May 8, 1996,
24,378,108 shares of Renters Choice Common Stock were issued and outstanding. As
of the date hereof, no shares of the Purchaser's preferred stock are issued and
outstanding. As of March 31, 1996, employee stock options to acquire 892,000
shares of Renters Choice Common Stock (the "Renters Choice Employee Stock
Options") were outstanding under all stock option plans of the Purchaser and (d)
1,500,000 shares of Renters Choice Common Stock were reserved for issuance
pursuant to all employee benefit plans of the Purchaser. All of the issued and
outstanding shares of Renters Choice Common Stock are validly issued, fully paid
and nonassessable and free of preemptive rights. All shares of Renters Choice
Common Stock issuable as part of the Merger Consideration will be, when so
issued, duly authorized, validly issued, fully paid and nonassessable. The
authorized capital stock of the Merger Sub consists of 1,000 shares of Common
Stock, par value $.01 per share, all of which are validly issued and
outstanding, fully paid and nonassessable and are owned by the Purchaser.
4.3 CERTAIN CORPORATE MATTERS. The Purchaser is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
in which the ownership of its properties, the employment of its personnel or the
conduct of its business requires it to be so qualified, except where such
failure would not have a material adverse effect on the Purchaser's financial
condition, results of operations or business. The Purchaser has full corporate
power and authority and all authorizations, licenses and permits necessary to
carry on the business in which it is engaged and to own and use the properties
owned and used by it.
4.4 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of the Purchaser and the
Merger Sub has the corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder. The execution, delivery and
performance of this Agreement by the Purchaser and the Merger Sub and the
consummation by the Purchaser and the Merger Sub of the transactions
contemplated hereby have been duly authorized by the Boards of Directors of the
Purchaser and the Merger Sub, and by the Purchaser as the sole shareholder of
the Merger Sub, and no other corporate proceedings on the part of the Purchaser
or the Merger Sub are necessary to authorize
AGREEMENT AND PLAN OF REORGANIZATION - Page 5
this Agreement or the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by each of the Purchaser and the Merger
Sub and constitutes a valid and binding agreement of each of the Purchaser and
the Merger Sub, enforceable against the Purchaser and the Merger Sub in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity.
4.5 CONSENTS AND APPROVALS; NO VIOLATIONS. Except for applicable
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the
"HSR Act"), the Securities Act of 1933, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Arizona insurance laws, state or foreign laws
relating to takeovers, if applicable, state securities or blue sky laws, and the
filing and recordation of the Articles of Merger as required by the TBCA, no
filing with, and no permit, authorization, consent or approval of, any public
body or authority is necessary for the consummation by the Purchaser and the
Merger Sub of the transactions contemplated by this Agreement. Neither the
execution and delivery of this Agreement by the Purchaser or the Merger Sub nor
the consummation by the Purchaser or the Merger Sub of the transactions
contemplated hereby, nor compliance by the Purchaser or the Merger Sub with any
of the provisions hereof, will (a) conflict with or result in any breach of any
provisions of the Certificate of Incorporation or By-Laws of the Purchaser or
the Articles of Incorporation or By-Laws of the Merger Sub, (b) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, agreement or other instrument or
obligation to which the Purchaser or any of its subsidiaries is a party or by
which any of them or of their properties or assets may be bound or (c) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
the Purchaser, any of its subsidiaries or any of their properties or assets,
except in the case of clauses (b) and (c) for violations, breaches or defaults
which are not in the aggregate material to the Purchaser and its subsidiaries
taken as a whole.
4.6 REPORTS AND FINANCIAL STATEMENTS. The Purchaser has filed all
reports required to be filed with the Securities and Exchange Commission (the
"SEC") pursuant to the Exchange Act since January 1, 1995 (collectively, the
"SEC Reports"). None of such SEC Reports, as of their respective dates,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
4.7 BROKERS' OR FINDERS' FEES. Neither the Purchaser nor anyone on its
behalf has employed or made any other arrangement or agreement with any broker,
finder, consultant or intermediary in connection with the transactions
contemplated by this Agreement and no such person is entitled to a fee,
commission or reimbursement of expenses from the Purchaser or anyone on its
behalf upon the consummation of the transactions contemplated hereby.
AGREEMENT AND PLAN OF REORGANIZATION - Page 6
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser and the
Merger Sub as follows:
5.1 ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas, and has the
requisite corporate power to carry on its business as now conducted.
5.2 CAPITALIZATION AND OWNERSHIP OF THE COMPANY.
(a) The Company's entire authorized capital stock consists of
(i) 10,000 shares of Company Common Stock, of which 10,000 shares are
issued, 8,100 shares are outstanding and 1,900 shares are held in
Treasury, (ii) 4,000,000 shares of Company Preferred Stock, of which
4,000,000 shares are issued and outstanding and (iii) 3,500,000 shares
of Class B Non-Voting Preferred Stock, par value $1.00 per share, of
which no shares are issued or outstanding. All shares of Company Common
Stock and Company Preferred Stock have been duly authorized and are
validly issued, fully paid and nonassessable and have not been issued
in violation of any pre-emptive rights. Except for the outstanding
shares of Company Preferred Stock, there are no outstanding or
authorized options, rights, warrants, calls, convertible securities,
rights to subscribe, conversion rights or other agreements or
commitments to which the Company is a party or which are binding upon
the Company providing for the issuance or transfer by the Company of
additional shares of its capital stock and the Company has not reserved
any shares of its capital stock for issuance, nor are there any
outstanding stock option rights, phantom equity or similar rights,
contracts, arrangements or commitments based upon the book value,
income or other attribute of the Company. There are no voting trusts or
any other agreements or understandings with respect to the voting of
the Company's capital stock. Upon consummation of the Merger, the
Purchaser will own a one hundred percent (100%) equity interest in the
Surviving Corporation.
(b) SCHEDULE 5.2(B) hereto sets forth a true, accurate and
complete list of all holders of capital stock of the Company and the
number of shares of capital stock held by each such person. All
securities issued by the Company, including, without limitation, the
Shares, were issued in compliance, in all respects, with all applicable
federal and state securities laws.
5.3 CERTAIN CORPORATE MATTERS. The Company is duly licensed or
qualified to do business and is in good standing as a foreign corporation in
every jurisdiction specified on SCHEDULE 5.3 hereto, which is every jurisdiction
in which the character of the Company's properties or nature of the Company's
business requires it to be so licensed or qualified other than such
jurisdictions in which the failure to be so licensed or qualified does not, or
insofar as can reasonably be foreseen, in the future will not, have a material
AGREEMENT AND PLAN OF REORGANIZATION - Page 7
adverse effect on its financial condition, results of operations or business.
The Company has full corporate power and authority and all authorizations,
licenses and permits necessary to carry on the business in which it is engaged
and to own and use the properties owned and used by it. The Company has
delivered to the Purchaser true, accurate and complete copies of its Articles of
Incorporation and By-Laws, which reflect all amendments made thereto at any time
prior to the date of this Agreement. The minute books containing the records of
meetings of the shareholders and Board of Directors of the Company are complete
and correct in all material respects. The stock records of the Company and the
shareholder lists of the Company that the Company has previously furnished to
the Purchaser are complete and correct in all respects and accurately reflect
the record ownership and the beneficial ownership of all the outstanding shares
of the Company's capital stock and all other outstanding securities issued by
the Company. The Company is not in default under or in violation of any
provision of its Articles of Incorporation or By-Laws. To the best of its
knowledge, the Company is not in material default or in material violation of
any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan
agreement, note or other obligation or liability by which it is bound or to
which any of its assets is subject.
5.4 SUBSIDIARIES. SCHEDULE 5.4 hereto sets forth the name and
jurisdiction of incorporation of each corporation or other legal entity more
than 50% of the voting stock or other equity interests of which is owned
directly or indirectly by the Company (each a "Subsidiary" and collectively the
"Subsidiaries"). Each Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation with the requisite corporate power and authority to own, operate
and lease its properties and carry on its business as presently conducted, and
is duly licensed or qualified to do business and is in good standing as a
foreign corporation in every jurisdiction specified on SCHEDULE 5.4 hereto,
which is every jurisdiction in which the character of such Subsidiary's
properties or nature of such Subsidiary's business requires it to be so licensed
or qualified other than such jurisdictions in which the failure to be so
licensed or qualified does not, or insofar as can reasonably be foreseen, in the
future will not, have a material adverse effect on its financial condition,
results of operations or business. SCHEDULE 5.4 hereto sets forth, as to each
Subsidiary, an accurate indication or whether it is active or inactive and, if
active, each jurisdiction in which it transacts business. The Company has
previously delivered to the Purchaser true, correct and complete copies of the
certificates of incorporation and bylaws (or comparable governing documents) of
each Subsidiary. All minute books of the Subsidiaries have been made available
to the Purchaser for review and constitute all of the minute books of the
Subsidiaries.
5.5 CAPITAL STOCK OF SUBSIDIARIES.
(a) SCHEDULE 5.5 hereto sets forth, as to each Subsidiary, (i)
the number of authorized shares of each class of its capital stock,
(ii) the number of shares of each class of its capital stock issued and
outstanding, and (iii) the name of and the number of shares of each
class of its capital stock held by, each holder of record thereof. (All
of the shares of capital stock of each Subsidiary are collectively
AGREEMENT AND PLAN OF REORGANIZATION - Page 8
referred herein to as the "Subsidiary Shares.") All of the Subsidiary
Shares are validly issued and outstanding, fully paid and nonassessable
and owned directly by the Company free and clear of any lien, pledge,
security interest or other encumbrance (each a "Lien"). There are no
outstanding subscriptions, options, warrants, rights or other
agreements or commitments obligating any Subsidiary to issue,
repurchase or otherwise acquire shares of its capital stock or
obligating the Company to offer, sell or transfer any of the Subsidiary
Shares.
(b) No Subsidiary owns, directly or indirectly, any capital
stock of, or partnership or other equity or ownership interest (or
security, right or interest convertible into capital stock or any such
interest) in, any person or entity.
5.6 AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has the requisite
corporate power and authority to enter into this Agreement and carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by the Company and the consummation of the transactions contemplated by this
Agreement have been duly authorized by the Company's Board of Directors and the
Company Shareholders, and no other corporate action on the part of the Company
is necessary to authorize this Agreement or the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Company and
constitutes the valid and binding obligation of the Company, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity.
5.7 FRANCHISES, FRANCHISEES AND THE UFOC.
(a) To the Company's best knowledge, the Uniform Franchise
Offering Circular (the "UFOC") and all related disclosure materials
currently utilized by the Company in the offering or sale of its
franchises have been prepared and distributed in compliance with all
applicable federal and state laws, including without limitation, the
Uniform Franchise Offering Circular Guidelines adopted by the North
American Securities Administrators Association ("NASAA") on April 25,
1993 (the "UFOC Guidelines") and the Trade Regulation Rule: Disclosure
Requirements and Prohibitions Concerning Franchising and Business
Opportunity Ventures, 16 C.F.R. 436 (the "Rule").
(b) To the best of its knowledge, the Company has made no
offerings or sales of its franchises except pursuant to its
distribution of its UFOC or alternatives to the UFOC prepared in
compliance with the UFOC Guidelines or the Rule and individual state
statutory or regulatory requirements.
(c) To the best of its knowledge, the Company has not offered
or sold any franchises in any state or in any foreign country in which
it has not, prior to such offer or sale, obtained the registration or
exemption from registration, if any, required by the appropriate
regulatory authorities within such state or foreign country.
AGREEMENT AND PLAN OF REORGANIZATION - Page 9
(d) Since November 1, 1992, except as provided in SCHEDULE
5.7(D), the Company has not received any correspondence from the
Federal Trade Commission ("FTC"), any state regulatory authority, or
any regulatory authority of any foreign country, that the Company is in
violation or may be deemed to be in violation of any federal, state or
international disclosure, reporting, registration or other legal or
regulatory requirements relating to the Company's franchising
activities.
(e) The Company has furnished the Purchaser with a copy of its
current form of UFOC and all related disclosures and form agreements
included therewith, and such documents are currently utilized by the
Company in connection with the offering for sale of franchises. Except
as necessary or appropriate in the ordinary course of business to
comply with applicable federal, state or international law, such
documents will not be altered or amended by the Company without the
Purchaser's prior written approval.
(f) SCHEDULE 5.7(F) is a list of all franchise agreements,
development agreements and other agreements to which the Company or any
related party is a party and which relate to the Company's current
franchise stores (collectively, the "Franchise Agreements") and which,
to the best of the Company's knowledge, are in full force and effect
except as set forth on SCHEDULE 5.7(F). To the best of the Company's
knowledge, there are no uncured material violations or defaults by any
of the parties to the Franchise Agreements, except as provided in
SCHEDULE 5.7(F).
(g) Since November 1, 1992, the Company has received no
correspondence or other information indicating or alleging that any of
the Company's franchisees have any claims against the Company or any
related party under the Franchise Agreements and/or applicable law,
except as provided in SCHEDULE 5.7(G) or SCHEDULE 5.28.
(h) To the best of its knowledge, the Company has conducted
its business in accordance with any and all franchise relationship or
termination laws and business opportunity laws, or statutes of similar
effect, in each state and foreign country in which the Company has sold
or offered for sale its franchises.
5.8 CONSENTS AND APPROVALS; NO VIOLATIONS. Except for applicable
requirements of the HSR Act, the Securities Act, the Exchange Act, the Arizona
insurance laws, state or foreign laws relating to takeovers, if applicable,
state securities or blue sky laws and the filing and recordation of Articles of
Merger as required by the TBCA, no filing with, and no permit, authorization,
consent or approval of, any public body or authority is necessary for the
consummation by the Company of the transactions contemplated by this Agreement.
Except as otherwise provided on SCHEDULE 5.8 hereto, none of the execution and
delivery of this Agreement by the Company, the performance by the Company of its
obligations hereunder or the consummation of the transactions contemplated
hereby by the Company will require any consent, approval or notice under, or
result in a material violation or breach of, or materially conflict with or
constitute a default (or an event that,
AGREEMENT AND PLAN OF REORGANIZATION - Page 10
with notice or lapse of time or both, would constitute a default) under, or
permit the termination of, or result in the creation or imposition of any lien,
charge or encumbrance upon any properties, assets or business of the Company or
any Subsidiary under any note, bond, indenture, mortgage, deed of trust, lease,
franchise, permit, authorization, license, contract, instrument or other
agreement or commitment or any order, judgment or decree to which, the Company
or any Subsidiary is a party or by which the Company or any Subsidiary or any of
their respective assets or properties are bound or encumbered, except those that
have already been given, obtained or filed, all as set forth on SCHEDULE 5.8
hereto. Neither the execution and delivery of this Agreement by the Company, nor
the consummation by the Company of the transactions contemplated hereby, nor
compliance by the Company with any of the provisions hereof, will (a) conflict
with or result in any breach of any provisions of the Articles of Incorporation
or By-Laws of the Company or any Subsidiary, (b) violate in any material respect
any existing judgment, order, writ, injunction, decree, statute, rule or
regulation applicable to the Company, any Subsidiary or any of their properties
or assets.
5.9 FINANCIAL STATEMENTS. The Company has delivered to the Purchaser
(a) its audited consolidated balance sheets as of December 31, 1995, 1994 and
1993, (b) its audited consolidated statements of earnings and consolidated
statements of stockholders' equity for the years ended December 31, 1995, 1994
and 1993 and notes thereto, and (iii) its unaudited consolidated balance sheets
as of, and its unaudited consolidated statements of earnings and stockholders'
equity for the three months ended, March 31, 1996 (collectively, the "Financial
Statements"). Except as set forth on SCHEDULE 5.9 hereto, the Financial
Statements have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods covered thereby and
present fairly the financial condition of the Company as of such dates and the
results of its operations and changes in cash flows for such periods. SCHEDULE
5.9 hereto sets forth all changes in the Company's methods of accounting for tax
or financial statement purposes since December 31, 1995.
5.10 EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS. Except as disclosed in
the Financial Statements or on SCHEDULE 5.10 hereto, since December 31, 1995,
there has not been:
(a) Any adverse change in the financial condition, results of
operations or business of the Company or any of the Subsidiaries;
(b) Any sale, lease, transfer, license or assignment of any
assets, tangible or intangible, of the Company or any of the
Subsidiaries, other than in the ordinary course of business;
(c) Any damage, destruction or property loss, whether or not
covered by insurance, affecting adversely the properties or business of
the Company or any of the Subsidiaries;
AGREEMENT AND PLAN OF REORGANIZATION - Page 11
(d) Any declaration or setting aside or payment of any
dividend or distribution with respect to the shares of capital stock of
the Company or any of the Subsidiaries or any redemption, purchase or
other acquisition of any such shares;
(e) Any subjection to any Lien on any of the assets, tangible
or intangible, of the Company or either of the Subsidiaries (other than
liens arising by operation of law which secure obligations which are
not yet due and payable);
(f) Any incurrence of indebtedness or liability or assumption
of obligations by the Company or any of the Subsidiaries other than (i)
those incurred in the ordinary course of business, (ii) those incurred
in the course of negotiating, documenting and consummating the
transactions contemplated by this Agreement, and (iii) those which are
not included under either (i) or (ii) above and which do not exceed
$50,000 in the aggregate;
(g) Any cancellation or compromise by the Company or any of
the Subsidiaries of any debt or claim, except for adjustments made in
the ordinary course of business which, in the aggregate, are not
material;
(h) Any waiver or release by the Company or any of the
Subsidiaries of any right of any material value;
(i) Any sale, assignment, transfer or grant by the Company or
any of the Subsidiaries of any rights under any concessions, leases,
licenses, agreements, patents, inventions, trademarks, trade names or
copyrights, except in connection with any franchises granted in the
ordinary course of business;
(j) Any arrangement, agreement or undertaking entered into by
the Company or any of the Subsidiaries not terminable on 30 days or
less notice without cost or liability (including, without limitation,
any payment of or promise to pay any bonus or special compensation)
with employees or any increase in compensation or benefits to officers
or directors of the Company or any of the Subsidiaries, other than in
the ordinary course of business;
(k) Any change made or authorized in the articles of
incorporation or bylaws of the Company or any of the Subsidiaries;
(l) Any issuance, transfer, sale or other disposition by the
Company or any of the Subsidiaries of any shares of its capital stock
or other equity securities, or any grant of any options, warrants or
other rights to purchase or obtain (including upon conversion or
exercise) shares of its capital stock or other equity securities;
(m) Except as disclosed in SCHEDULE 5.29, any loan to or other
transaction with any officer, director or shareholder of the Company or
any of the Subsidiaries giving rise to any claim or right of the
Company or any of the
AGREEMENT AND PLAN OF REORGANIZATION - Page 12
Subsidiaries against any such person or of such person against the
Company or any of the Subsidiaries;
(n) Any acceleration, termination, modification or
cancellation (or threat thereof) by any party of any contract, lease or
other agreement or instrument to which the Company or any of the
Subsidiaries is a party or by which it is bound so as to affect,
materially and adversely, the properties or business of the Company or
any of the Subsidiaries, except for termination of any Franchise
Agreement in the ordinary course of business pursuant to the express
provisions of such agreement; or
(o) Any other transaction or commitment entered into other
than in the ordinary course of business by the Company or any of the
Subsidiaries.
5.11 UNDISCLOSED LIABILITIES. The Company and the Subsidiaries, taken
as a whole, have no material liability or obligation whatsoever, either accrued,
absolute, contingent or otherwise, except to the extent (a) disclosed on
SCHEDULE 5.11 hereto, (b) shown on the Financial Statements, (c) incurred in the
normal and ordinary course of business of the Company and the Subsidiaries,
taken as a whole, since December 31, 1995, or (d) incurred in the course of
negotiating, documenting and consummating the transactions contemplated by this
Agreement.
5.12 TAX RETURNS AND AUDITS. The Company and each of the Subsidiaries
has duly and timely filed or caused to be filed all federal, foreign, state and
local income, franchise, sales, value added and property tax returns (the "Tax
Returns") required to be filed by it and, except as otherwise disclosed on
SCHEDULE 5.12, has paid in full or fully reserved against in the Financial
Statements all taxes, interest, penalties, assessments and deficiencies due or
claimed to be due by it to foreign, federal, state or local taxing authorities
(including taxes on properties, income, franchises, licenses, sales, use and
payrolls). Neither the Company nor any of the Subsidiaries is required to pay
any taxes for the periods covered by such Tax Returns except as set forth on
SCHEDULE 5.12. Except as set forth on SCHEDULE 5.12, the income tax returns
filed by the Company and each of the Subsidiaries have not been, and are not
being, to the knowledge of the Company, examined by the Internal Revenue Service
(the "IRS") or other applicable taxing authorities for any period. Except as set
forth on SCHEDULE 5.12 hereto, all taxes or estimates thereof that are due as of
December 31, 1995, or are claimed or asserted by any taxing authority to be due
as of such date, have been (a) timely and appropriately paid so as to avoid
penalties for underpayment or (b) accrued for on the balance sheet as of
December 31, 1995, as contained in the Financial Statements. Except as set forth
on SCHEDULE 5.12 and except for amounts not yet due and payable, all tax
liabilities to which the properties of the Company and each of the Subsidiaries
may be subject have been paid and discharged. The provisions for income and
other taxes payable reflected in the Financial Statements make adequate
provision for all then accrued and unpaid taxes of the Company and each of the
Subsidiaries. There are no tax liens (other than liens for taxes which are not
yet due and payable) on any of the property of the Company or either of the
Subsidiaries, nor are there any pending or threatened examinations or tax
AGREEMENT AND PLAN OF REORGANIZATION - Page 13
claims asserted. Except as set forth on SCHEDULE 5.12 hereto, neither the
Company nor either of the Subsidiaries has granted any extensions of limitation
periods applicable to tax claims or filed a consent under Section 341(f) of the
Code (or any predecessor thereof), relating to collapsible corporations. Except
jurisdictions in which the Company or any of the Subsidiaries filed tax returns,
no claim has ever been made by a taxing authority that the Company or any of the
Subsidiaries is or may be subject to taxation by that jurisdiction. True and
correct copies of all federal, foreign, state and local income and other tax
returns (and amendment claims for refunds), notices from foreign, federal, state
and local taxing authorities, tax examination reports and statements of
deficiencies assessed against or agreed to by the Company or any of the
Subsidiaries since January 1, 1991, have been made available to the Purchaser,
and the same are listed on SCHEDULE 5.12. Except as otherwise disclosed on
SCHEDULE 5.12, neither the Company nor any of the Subsidiaries is a party to, or
bound by, any tax indemnity, tax sharing or tax allocation agreement. Neither
the Company nor any of the Subsidiaries is a party to any agreement that has
resulted or would result, in the payment of any compensation to any employee, as
a result of or contingent upon the change in ownership or effective control of
the Company or a Subsidiary, in an amount which is three (3) times such
employee's highest total of reported (Form W-2) compensation for any taxable
year of such employee's employment. Except as otherwise disclosed on SCHEDULE
5.12, neither the Company nor any of the Subsidiaries has ever been a member of
an "affiliated group," as defined in Section 1504(a) of the Code (other than a
group of which the Company and the Subsidiaries are the sole members) and is not
the owner of an interest in a partnership, joint venture, trust, limited
liability company or other entity or organization. Except as otherwise disclosed
on SCHEDULE 5.12, all positions taken on federal Tax Returns that could give
rise to a penalty for substantial understatement pursuant to Section 6662(d) of
the Code have been disclosed on such Tax Returns. Each shareholder of the
Company is a U.S. citizen. Neither of the Subsidiaries is a partner of any
partnership. Except as reflected on the Tax Returns, neither the Company nor any
of the Subsidiaries has made any material tax elections under any section of the
Code, including, without limitation, under any of Sections 108, 168, 338, 441,
463, 472, 1017, 1033 or 4977 of the Code (or any predecessor thereof). None of
the assets and properties of the Company or any of the Subsidiaries is an asset
or property that the Purchaser or any of its affiliates is or will be required
to treat as being (a) owned by any other person pursuant to the provisions of
Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, and in
effect immediately before the enactment of the Tax Reform Act of 1986, or (b)
tax-exempt use property within the meaning of Section 168(h)(1) of the Code. No
closing agreement pursuant to Section 7121 of the Code (or any predecessor
provision) or any similar provision of any state, local, or foreign law has been
entered into by or with respect to the Company or any of the Subsidiaries or any
assets thereof. Neither the Company nor either of the Subsidiaries has agreed to
and is not required to make any adjustment pursuant to Section 481(a) of the
Code (or any predecessor provision) by reason of any change in any accounting
method. Neither the Company nor any of the Subsidiaries has an application
pending with any taxing authority requesting permission for any changes in any
accounting method, and the IRS has not proposed any such adjustment or change in
accounting method. Neither the Company nor any of the Subsidiaries has been nor
is it in violation (nor has any action been taken or omission
AGREEMENT AND PLAN OF REORGANIZATION - Page 14
occurred which, with notice or lapse of time or both, would be in violation) of
any applicable law relating to the payment of withholding of taxes. The Company
and each of the Subsidiaries has duly and timely withheld from salaries, wages
and other compensation and paid over to the appropriate taxing authorities all
amounts required to be so withheld and paid over for all periods under all
applicable laws. Except as otherwise disclosed on SCHEDULE 5.12, neither the
Company nor any of the Subsidiaries is subject to any limitation under Section
382 or Section 383 of the Code.
5.13 PROPERTY. Neither the Company nor any of the Subsidiaries owns,
directly or indirectly, any interest in United States real property. Set forth
on SCHEDULE 5.13 is a complete and accurate list and a brief description of all
property leased by the Company or any of the Subsidiaries. With respect to each
lease so set forth: (a) the lease has been validly executed and delivered by the
Company or the Subsidiary and, to the knowledge of the Company, by the other
party or parties thereto and is a binding agreement; (b) neither the Company nor
any of the Subsidiaries is and to the Company's knowledge, no other party to the
lease is in material breach or default, and no event has occurred on the part of
the Company or any of the Subsidiaries or, to the Company's knowledge, on the
part of any other party which, with notice or lapse of time, would constitute
such a breach or default or permit termination, modification or acceleration
under the lease; (c) the lease will continue to be binding in accordance with
its terms following the Closing Date; (d) neither the Company nor any of the
Subsidiaries has repudiated and, to the Company's knowledge, no other party to
the lease has repudiated any provision thereof; (e) except as set forth on
SCHEDULE 5.13, there are no disputes, oral agreements or delayed payment
programs in effect as to the lease; and (f) all facilities leased thereunder,
taken as a whole, have been reasonably maintained.
5.14 TANGIBLE PROPERTY. The Company and the Subsidiaries have good and
marketable title to, or a valid leasehold interest in, each item of tangible
property, whether real, personal or mixed, reflected on its books and records as
owned or leased by it, subject to no liens.
5.15 INVENTORY. Except as set forth on SCHEDULE 5.15 hereto, all
inventory relating to the Company's or any of the Subsidiaries' business was
purchased, acquired or ordered in the ordinary and regular course of business
and consistent with the regular inventory practices of the Company or the
Subsidiary and all such inventory is of a quantity and quality useable, rentable
or saleable in the ordinary course of business.
AGREEMENT AND PLAN OF REORGANIZATION - Page 15
5.16 LEASE PURCHASE AGREEMENTS. All lease purchase agreements relating
to the Company's or any of the Subsidiaries' business were entered into in the
ordinary and regular course of business in a manner consistent with its regular
business practices. All transferred accounts and lease purchase agreements
constitute valid and enforceable obligations of the parties thereto. Except as
disclosed on SCHEDULE 5.16, with respect to each lease purchase agreement
relating to the Company's or any of the Subsidiaries' business:
(a) The Company has made available to the Purchaser a
true, correct and complete copy of such lease purchase agreement
(including all amendments and modifications thereto);
(b) Such lease purchase agreement is in full force
and effect and constitutes a valid, legal and binding obligation of the
contracting parties, enforceable against each of them in accordance
with its terms; and
(c) The enforceability of such lease purchase
agreement and the enjoyment of the rights and benefits thereunder will
not be affected in any material respect by the execution and delivery
of this Agreement, the performance by the parties of their obligations
hereunder or the consummation of the transactions contemplated hereby.
5.17 LICENSES AND PERMITS. To the Company's best knowledge, each of the
Company and the Subsidiaries has obtained all material licenses, product and
establishment registrations, franchises, permits, easements, certificates and
consents necessary or appropriate to the conduct of the Company's and the
Subsidiaries' business, except as provided on SCHEDULE 5.17.
5.18 ASSETS NECESSARY TO THE BUSINESS. The personal property and other
assets owned or leased by the Company and the Subsidiaries have been sufficient
in all material respects to carry on the Company's and the Subsidiaries'
business as presently conducted. Except as set forth in SECTION 5.15 or SECTION
5.23 hereof, the tangible personal property of the Company, taken as a whole, is
fit for the purposes for which they are presently being used and are in
reasonably good operating condition and repair, ordinary wear and tear excepted.
5.19 BOOKS AND RECORDS. The books and records of the Company and the
Subsidiaries fairly reflect the transactions to which each of the Company and
the Subsidiaries is a party or by which its properties are bound, and such books
and records are and have been properly kept and maintained, with the revenues,
expenses, assets and liabilities of the Company and the Subsidiaries accurately
recorded therein for all periods subsequent to December 31, 1995.
5.20 PRODUCT LIABILITY. Except as set forth on SCHEDULE 5.20 hereto,
neither the Company nor any Subsidiary has given or made any express warranties
to third parties with respect to any products rented or sold by it except for
the warranties imposed by the
AGREEMENT AND PLAN OF REORGANIZATION - Page 16
provisions of applicable law and vendor warranties relating to the Company's
rental merchandise. The Company has no knowledge of any fact or event forming
the basis of a claim against the Company or any Subsidiary for product liability
on account of any express warranty which is not fully covered by insurance.
5.21 QUESTIONABLE PAYMENTS. Neither the Company nor any Subsidiary nor
to the Company's knowledge, any employee, agent, representative or shareholder
of the Company or any Subsidiary has, directly or indirectly, made any bribes,
kickbacks, illegal payments or illegal political contributions using Company or
any Subsidiary funds or made any payments from the Company's or any Subsidiary's
funds to governmental officials for improper purposes or made any illegal
payments from the Company's or any Subsidiary's funds to obtain or retain
business.
5.22 ENVIRONMENTAL MATTERS. There are no claims, actions, suits,
proceedings or investigations pending against or affecting the Company's or any
of the Subsidiaries' business at law or in equity before any court or before or
by any federal, state, municipal or other governmental department, commission,
board, agency or instrumentality, relating to environmental matters. Neither the
Company nor any of the Subsidiaries is subject to any continuing court or
administrative order, writ, injunction or decree applicable to the Company's or
the Subsidiaries' business relating to any environmental matter. Neither the
Company nor any of the Subsidiaries to their knowledge is in violation of or in
default in any material respect with regards to any existing statute,
regulation, order, writ, injunction or decree of any court or federal, state,
municipal or other governmental department, commission, board, agency or
instrumentality relating to any environmental matter.
5.23 MOTOR VEHICLES AND EQUIPMENT. SCHEDULE 5.23 sets forth all of the
Company's and the Subsidiaries' vehicles leased and owned, including the age,
make, model and vehicle identification number of each, and all other items of
equipment owned or leased by the Company and the Subsidiaries. Such vehicles and
items of equipment, taken as a whole, are (a) mechanically sound and in a
condition to perform in the manner needed for the operation of the Company's and
the Subsidiaries' business; (b) in good cosmetic condition; and (c) in material
compliance with all applicable statutes, ordinances and regulations, including,
without limitation, those related to safety, in each case ordinary wear and tear
excepted.
5.24 ORDINANCES, REGULATIONS AND CONDITION OF STORES. The buildings and
facilities owned or leased by the Company or either of the Subsidiaries at which
the Company or either of the Subsidiaries conducts its business (each of which
is listed on SCHEDULE 5.13) and the operation and maintenance thereof, as now
operated or maintained, do not contravene any material zoning ordinance or other
administrative regulations (whether or not permitted because of prior
nonconforming use) or violate in any material respect any existing restrictive
covenant or to the Company's knowledge any provision of existing and applicable
law, the effect of which in any respect would materially interfere with or
prevent the continued use of the properties for the purposes for which they are
now being used or would materially reduce the value thereof. The
AGREEMENT AND PLAN OF REORGANIZATION - Page 17
Company's and the Subsidiaries' stores and other facilities, taken as a whole,
are in good condition and repair, ordinary wear and tear excepted.
5.25 PATENTS, TRADEMARKS, ETC. Set forth on SCHEDULE 5.25 hereto is a
true and complete list of all United States patents and patent applications; all
copyrights registrations and applications to register copyrights; and all trade
name, trademark, service mark, and trade dress registrations and applications to
register the same that are owned by the Company or any Subsidiary or which the
Company or any Subsidiary are licensed to use or under which the Company or any
Subsidiary possesses any rights ("Registered Intellectual Property"). SCHEDULE
5.25 does not list any unregistered copyrights, common law trademarks or service
marks, or trade secrets of the Company or any Subsidiary ("Unregistered
Intellectual Property"). Neither the Company nor any Subsidiary is obligated or
under any liability whatsoever to make any payments by way of royalties, fees,
or otherwise to any owner or licensee of, or other claimant to, any patent,
trademark, service mark, trade name, or other intangible asset, with respect to
the use thereof or in connection with the conduct of its business or otherwise.
Neither the Company nor any Subsidiary has any reason to believe that there are
any conflicting rights which might impair the Company's use of the Registered
Intellectual Property or Unregistered Intellectual Property or has received any
notice of a conflict with the asserted rights of others with respect to any
patent, copyright, trade secret, or trademark right that could, singly or in the
aggregate, materially and adversely affect the business of the Company;
furthermore, to the Company's and each Subsidiary's knowledge, no other persons
or entities have infringed upon or are infringing upon the Registered
Intellectual Property or the Unregistered Intellectual Property.
5.26 INSURANCE. The insurance policies in effect as to the Company and
the Subsidiaries are listed on SCHEDULE 5.26 hereto.
5.27 CONTRACTS. (a) Set forth on SCHEDULE 5.27(A) is a list of all
material contracts, leases, arrangements and commitments (whether oral or
written) of the Company and each Subsidiary, other than Franchise Agreements
(collectively, the "Contracts"). Except as set forth in SCHEDULE 5.27(A) or in
SCHEDULE 5.7(F), neither the Company nor any Subsidiary is a party to or is
bound or affected by any contract, lease, arrangement or commitment (whether
oral or written) relating to: (i) the employment of any person other than
personnel employed at the pleasure of the Company or Subsidiary in the ordinary
course of its business at rates of compensation and on terms consistent with
past business practice; (ii) collective bargaining with, or any representation
of any employees by, any labor union or association; (iii) the acquisition of
services, supplies, equipment or other personal property involving more than
$10,000 or which is not terminable to the Company or Subsidiary upon not more
than 30 days' notice without obligation on the part of the Company or
Subsidiary; (iv) the purchase or sale of real property; (v) distribution, agency
or construction; (vi) lending or advancing of funds (other than the accounts
receivable); (vii) borrowing of funds or receipt of credit (other than the
accounts payable); (viii) incurring of any obligation or liability (except for
the accounts payable); (ix) the sale of personal property; or (x) any matter or
transaction not in the
AGREEMENT AND PLAN OF REORGANIZATION - Page 18
ordinary course of the business of the Company or Subsidiary or inconsistent
with past business practice of the Company or Subsidiary.
(b) Neither the Company nor any Subsidiary is in default in any
material respect under any of the Contracts, except as disclosed on SCHEDULE
5.27(B), and the Contracts are legal, valid and binding obligations of the
Company and as applicable, its Subsidiaries, and to the Company's knowledge, the
respective parties thereto, in accordance with their terms and, except to the
extent reflected in SCHEDULE 5.27(B), have not been amended; and no defenses,
offsets or counterclaims thereto have been asserted or to the knowledge of the
Company, may be made by any party thereto other than the Company or the
appropriate Subsidiary nor has the Company or such Subsidiary waived any
substantial rights thereunder.
5.28 LITIGATION. SCHEDULE 5.28 hereto sets forth and provides a
description of, including the nature of the claim and the amount of same, any
instances in which (a) the Company or any of the Subsidiaries is subject to any
judgment or order (other than orders of general applicability) of any court or
quasi-judicial or administrative agency of any jurisdiction, domestic or
foreign, or where there is any charge, complaint, lawsuit or governmental
investigation pending or threatened against the Company or any of the
Subsidiaries; or (b) the Company or any of the Subsidiaries is a plaintiff in
any action, domestic or foreign, judicial or administrative in which a
counterclaim against the Company or any of the Subsidiaries is pending or might
be brought. Except as set forth on SCHEDULE 5.28, there are no existing actions,
suits, proceedings or investigations that could result in any adverse change in
the condition, financial or otherwise, of the Company and the Subsidiaries, as a
whole, the same being fully reserved against in the Financial Statements. There
are no unsatisfied judgments, orders (other than orders of general
applicability), decrees or stipulations affecting the Company or any of the
Subsidiaries or to which the Company or any of the Subsidiaries is a party.
5.29 EMPLOYEES. The Company has listed on SCHEDULE 5.29 hereto and has
made available to the Purchaser true and complete copies of: (a) any written
employment agreements with any officer or director of the Company or any
Subsidiary; and (b) any written employment agreement with any employee of the
Company or any Subsidiary which by its terms may not be terminated by the
Company or any of the Subsidiaries at will or which grant severance payments.
Neither the Company nor any of the Subsidiaries has entered into any similar
oral employment agreements. Neither the Company nor any of the Subsidiaries is a
party to or bound by any collective bargaining agreement. Except as disclosed on
SCHEDULE 5.29, there are no loans or other obligations payable or owing by the
Company or any of the Subsidiaries to any shareholder, officer, director or
employee of the Company or any of the Subsidiaries (except salaries and wages
incurred and accrued in the ordinary course of business), nor are there any
loans or debts payable or owing by any of such persons to the Company or any of
the Subsidiaries or, except as described on SCHEDULE 5.29 hereto, any guarantees
by the Company or any of the Subsidiaries of any loan or obligation of any
nature to which any such person is a party. The Company and each Subsidiary have
complied, to the Company's knowledge, with all laws and regulations which relate
to the
AGREEMENT AND PLAN OF REORGANIZATION - Page 19
employment of labor, employee civil rights or equal employment opportunities.
Except as set forth on SCHEDULE 5.29 hereto, there is no charge or complaint
actually pending or, to the Company's knowledge, threatened against the Company
or any Subsidiary before the Equal Employment Opportunity Commission or the
Department of Labor or any state or local agency of similar jurisdiction with
respect to the Company's or any Subsidiary's business. There is no
organizational effort presently being made or threatened by or on behalf of any
labor union with respect to employees of the Company or any Subsidiary.
5.30 EMPLOYEE BENEFIT PLANS. The Company has listed on SCHEDULE 5.30
hereto and has made available to the Purchaser true and complete copies of (a)
any nonqualified deferred or incentive compensation or retirement plans or
arrangements, (b) any qualified retirement plans or arrangements, (c) any other
employee compensation, severance or termination pay or welfare benefit plans,
programs or arrangements and (d) any related trusts, insurance contracts or
other funding arrangements maintained, established or contributed to by the
Company, any of the Subsidiaries, or any entity ("ERISA Affiliate") otherwise
required to be aggregated with the Company or a Subsidiary pursuant to the
provisions of Sections 414(b), (c), (m) or (o) of the Code or Section
4001(a)(14) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") within the last six years or to which the Company, any of the
Subsidiaries or any ERISA Affiliate is a party or otherwise is bound ("ColorTyme
Employee Benefit Plans"). With respect to each ColorTyme Employee Benefit Plan
for which an annual report has been filed, no material adverse change has
occurred with respect to the matters covered by the annual report since the date
thereof, except as has been disclosed in writing to the Purchaser. Each of the
ColorTyme Employee Benefits Plans (i) has been operated in all material respects
in accordance with applicable provisions of ERISA and the Code, and (ii) has not
engaged in any "prohibited transaction" (as such term is defined in Section 4975
of the Code or in Section 406 of ERISA) which would result in a material
liability. Each of the ColorTyme Employee Benefit Plans that is an employee
pension benefit plan (as defined in Section 3(2) of ERISA) ("Pension Plan") that
is intended to "qualify" under Section 401(a) of the Code, is qualified within
the meaning of Section 401(a) of the Code, except as heretofore disclosed in
writing to the Purchaser, and a favorable determination letter has been issued
by the IRS with respect to each such Pension Plan. No Pension Plan has been
amended since issuance of the most recent determination letter by the IRS with
respect thereto, except as disclosed on SCHEDULE 5.30. Each Pension Plan has
been administered in accordance with Section 401(a) of the Code, where
applicable. Since the enactment of ERISA, neither the Company nor any Subsidiary
or ERISA Affiliate has completely or partially terminated any employee pension
benefit plan (as defined above) or withdrawn (in either a total or partial
withdrawal) from any multiemployer pension plan (as defined above). There is no
suit, action or proceeding pending or threatened against or affecting or likely
to have an adverse impact on any ColorTyme Employee Benefit Plan, and no claims
have been filed against any ColorTyme Employee Benefit Plan, other than routine
claims for benefits in the ordinary course. One or more of the ColorTyme
Employee Benefit Plans may be covered by the Consolidated Omnibus Budget
Reconciliation Act of 1986 ("COBRA"). If so, each such plan has been operated
in, and is in, compliance with COBRA. All notices required to be given under
COBRA have been timely and properly given in accordance with COBRA, and the
rules and regulations
AGREEMENT AND PLAN OF REORGANIZATION - Page 20
promulgated thereunder, and no employee, former employee or "qualified
beneficiary" (as defined in COBRA) has any claim or contingent claim against the
Company, any Subsidiary or any ERISA Affiliate for failure to comply with COBRA
or the rules and regulations promulgated thereunder. SCHEDULE 5.30 lists all
persons currently eligible for benefits under COBRA. No ColorTyme Employee
Benefit Plan which is not a Pension Plan provides for continuing benefits or
coverage for any participant or beneficiary thereof after termination of the
participant's employment (except as may be required under COBRA and at the sole
expense of the participant or beneficiary). Neither the Company nor any ERISA
Affiliate has engaged in a transaction described in Section 4069(a) of ERISA.
5.31 LEGAL COMPLIANCE. To the best of the Company's knowledge and
except as set forth on SCHEDULE 5.28, no claim has been filed against the
Company or any of the Subsidiaries alleging a violation of any applicable laws
and regulations of foreign, federal, state and local governments and all
agencies thereof.
5.32 BROKER'S FEES. Neither the Company nor anyone on its behalf has
any liability to any broker, finder, investment banker or agent, or has agreed
to pay any brokerage fees, finder's fees or commissions, or to reimburse any
expenses of any broker, finder, investment banker or agent in connection with
the Merger.
5.33 DISCLOSURE. The representations and warranties and statements of
fact made by the Company in this Agreement, the Financial Statements and any
Schedule are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein or
therein not misleading.
ARTICLE 6
[RESERVED]
ARTICLE 7
ADDITIONAL AGREEMENTS
7.1 ACCESS AND INFORMATION. Except for information relating to any
claims either party may have against the other, the Company and the Purchaser
shall each afford to the other and to the other's financial advisors, legal
counsel, accountants, consultants and other representatives full access during
normal business hours throughout the period prior to the Effective Time to all
of its books, records, properties, plants and personnel and, during such period,
each shall furnish promptly to the other (a) a copy of each report, schedule and
other document filed or received by it pursuant to the requirements of federal
or state securities laws, and (b) all other information as such other party may
reasonably request, PROVIDED that no investigation pursuant to this SECTION 7.1
shall affect any representations or warranties made herein or the conditions to
the obligations of the respective parties to consummate the Merger. Each party
shall hold in confidence all nonpublic information until such time as such
information is otherwise publicly available
AGREEMENT AND PLAN OF REORGANIZATION - Page 21
and, if this Agreement is terminated, each party will deliver to the other all
documents, work papers and other material (including copies) obtained by such
party or on its behalf from the other party as a result of this Agreement or in
connection herewith, whether so obtained before or after the execution hereof.
7.2 INSURANCE LAWS. As promptly as practicable, the Company, the
Purchaser and the Merger Sub shall make all filings and submissions under the
Arizona insurance laws as may be reasonably required to be made in connection
with this Agreement and the transactions contemplated hereby. Subject to SECTION
7.1 hereof, the Company will furnish to the Purchaser and the Merger Sub, and
the Purchaser and the Merger Sub will furnish to the Company, such information
and assistance as the other may reasonably request in connection with the
preparation of any such filings or submissions. Subject to SECTION 7.1 hereof,
the Company will provide the Purchaser and the Merger Sub, and the Purchaser and
the Merger Sub will provide the Company, with copies of all correspondence,
filings or communications (or memoranda setting forth the substance thereof)
between such party or any of its representatives, on the one hand, and any
governmental agency or authority or members of their respective staffs, on the
other hand, with respect to this Agreement and the transactions contemplated
hereby.
7.3 PRESS RELEASES. The Company and the Purchaser shall consult with
each other as to the form and substance of any press release or other public
disclosure of matters related to this Agreement or any of the transactions
contemplated hereby; PROVIDED, HOWEVER, that nothing in this SECTION 7.3 shall
be deemed to prohibit any party hereto from making any disclosure that is
required to fulfill such party's disclosure obligations imposed by law,
including, without limitation, federal securities laws.
7.4 EXPENSES. Whether or not the Merger is consummated, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby and thereby shall be paid by the party incurring such
expenses.
7.5 BENEFITS PROVIDED TO EMPLOYEES OF THE PURCHASER. From and after the
Effective Time, the Purchaser may cause the Surviving Corporation to offer to
all persons who were employees of the Company immediately prior to the Effective
Time and who become or remain employees of the Surviving Corporation immediately
following the Effective Time, similar benefits as are offered by the Purchaser
to similarly situated employees of the Purchaser.
7.6 THE COMPANY'S 401(K) PLAN. The Company shall take all reasonable
actions necessary after the Effective Time to maintain the qualification and
tax-exempt status of such 401(k) plan and to meet all other requirements of
applicable law and regulations and the provision of such plan until such plans
are either terminated and fully liquidated or combined with a plan of the
Purchaser.
AGREEMENT AND PLAN OF REORGANIZATION - Page 22
ARTICLE 8
CONDITIONS TO CLOSING
8.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE CLOSING. The
respective obligations of each party to effect the Closing shall be subject to
the fulfillment on or prior to the Closing Date of the following conditions:
(a) any waiting period applicable to the consummation of the
Merger under the HSR Act shall have expired or been terminated, and no
action shall have been instituted by the Department of Justice or the
FTC challenging or seeking to enjoin the consummation of this
transaction, which action shall have not been withdrawn or terminated;
(b) the Director of the Arizona Department of Insurance shall
have approved the change in control of ColorTyme Life Insurance
Company; and
(c) no order shall have been entered and remain in effect in
any action or proceeding before any foreign, federal or state court or
governmental agency or other foreign, federal or state regulatory or
administrative agency or commission that would prevent or make illegal
the consummation of the transactions contemplated hereby.
8.2 ADDITIONAL CONDITIONS TO THE PURCHASER'S OBLIGATIONS. The
obligations of the Purchaser to effect the Closing are subject to the
satisfaction of the following additional conditions on or before the Closing
Date:
(a) Except for breaches which do not constitute a Material
Adverse Breach (as defined in SECTION 10.5 of this Agreement) by the
Company, the representations and warranties set forth in ARTICLE 5 of
this Agreement (without regard to any amendments or modifications of
the Schedules hereto by the Company after the time the Purchaser has
signed this Agreement) will be true and correct as of the date hereof
and at and as of the Closing Date, as though then made and as though
the Closing Date were substituted for the date of this Agreement
throughout such representations and warranties and with appropriate
modifications of tense with respect to representations and warranties
made as of a specified date;
(b) The Company shall have performed, in all material
respects, each obligation and agreement and complied with each covenant
to be performed and complied with by the Company under this Agreement
prior to the Closing Date, including, without limitation, all of the
Company's agreements contained in ARTICLES 6 AND 7 of this Agreement;
(c) All consents by governmental or regulatory agencies or
otherwise that are required for the consummation of the transactions
contemplated hereby or, except for the landlord consents listed on
Schedule 5.12, that are required for the
AGREEMENT AND PLAN OF REORGANIZATION - Page 23
Purchaser to own, operate or control the Company or any portion of the
assets of the Company or any Subsidiary or to prevent a breach of or a
default under or a termination of any agreement material to the Company
or any Subsidiary to which the Company or any Subsidiary is a party or
to which any material portion of the assets of the Company or any
Subsidiary is subject, will have been obtained, including, without
limitation the consent of Chrysler First Financial Corporation, which
shall not require the Purchaser, the Company or the Merger Sub to make
any payment for the redemption of the Company Preferred Stock, except
as set forth herein.
(d) No action or proceeding before any court or governmental
body will be pending or threatened wherein a judgment, decree or order
would prevent any of the transactions contemplated hereby or cause such
transactions to be declared unlawful or rescinded or which might
adversely affect the right of the Purchaser to own, operate or control
the Company, any Subsidiary or any material portion of the assets of
the Company, any Subsidiary or the value of the assets of the Company
or any Subsidiary;
(e) All liens on any of the Company or Subsidiary insurance
policies shall be released.
(f) The Purchaser shall have received the necessary financing
from its existing lenders or other sources (on terms and conditions no
less favorable than those under the Purchaser's existing credit
facility) to retire or refinance the Company's debt owed to Chrysler
First Financial Corporation and to provide inventory financing for the
Company's stores and franchisees consistent with the Company's current
level.
(g) Each Company Shareholder shall have executed and delivered
a noncompetition agreement (a "Noncompetition Agreement") in
substantially the form of EXHIBIT B hereto;
(h) Each Company Shareholder shall have completed, executed
and delivered to the Purchaser, an Investor Questionnaire and an
Accredited Investor Representation Letter (pursuant to forms provided
by the Purchaser) acceptable in all respects to the Purchaser and all
such Investor Questionnaires and Investor Representation Letters shall
be sufficient to satisfy the Purchaser, in its sole discretion, of the
availability of an exemption from the registration requirements of the
federal securities laws and any applicable state securities or "blue
sky" laws for the offer and sale of shares of Renters Choice Common
Stock;
(i) The Purchaser will have received from Looper, Reed, Mark &
McGuire, Incorporated, counsel to the Company, an opinion addressed to
the Purchaser, dated the Closing Date and substantially in the form
attached hereto as EXHIBIT C;
AGREEMENT AND PLAN OF REORGANIZATION - Page 24
(j) At the Closing, the Company shall have delivered or caused
to be delivered to the Purchaser the following:
(i) [reserved];
(ii) certified copies of the resolutions duly adopted
by the Company's Board of Directors authorizing the execution,
delivery and performance of this Agreement, the Plan of Merger
and the other agreements contemplated hereby and thereby;
(iii) certified copies of resolutions duly adopted by
the Company Shareholders authorizing and approving the Merger
and the execution, delivery and performance of this Agreement,
the Plan of Merger and the other agreements contemplated
hereby and thereby;
(iv) certificates of good standing or comparable
certificates for the Company from the jurisdiction of its
incorporation and from every jurisdiction where a failure to
be qualified or licensed would have a material adverse effect
on its financial condition, results of operations or business,
dated not earlier than five days prior to the Closing Date;
(v) certificate of good standing for the Company from
the Comptroller of the State of Texas, dated not earlier than
five days prior to the Closing Date;
(vi) certificate of good standing for ColorTyme Life
Insurance Company from the Insurance Commissioner of the State
of Arizona, dated not earlier than five days prior to the
Closing Date;
(vii) a copy of the Company's Articles of
Incorporation certified as of a recent date by the Secretary
of State of the State of Texas;
(viii) a copy of the Articles of Incorporation of
each Subsidiary, certified as of a recent date by the
Secretary of State of the jurisdiction in which such
Subsidiary was incorporated or organized;
(ix) an incumbency certificate; and
(x) such other documents as the Purchaser may
reasonably request in connection with the transactions
contemplated hereby.
8.3 ADDITIONAL CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation
of the Company to effect the Closing is subject to the satisfaction of the
following conditions on or before the Closing Date:
AGREEMENT AND PLAN OF REORGANIZATION - Page 25
(a) Except for any breach which does not constitute a Material
Adverse Breach (as defined in SECTION 10.5 of this Agreement) by the
Purchaser, the representations and warranties set forth in ARTICLE 2 of
this Agreement will be true and correct as of the date hereof and at
and as of the Closing Date, as though then made and as though the
Closing Date were substituted for the date of this Agreement throughout
such representations and warranties and with appropriate modifications
of tense with respect to representations and warranties made as of a
specified date;
(b) The Purchaser shall have performed, in all material
respects, each obligation and agreement and complied with each covenant
required to be performed and complied with by it under ARTICLE 5 of
this Agreement prior to the Closing Date;
(c) No action or proceeding before any court or government
body will be pending or threatened wherein a judgment, decree or order
would prevent any of the transactions contemplated hereby or cause such
transactions to be declared unlawful or rescinded;
(d) The Company shall have received from Winstead Sechrest &
Minick P.C., counsel to the Purchaser, an opinion addressed to the
Company, dated the Closing Date and substantially in the form attached
hereto as EXHIBIT D ;
(e) On the Closing Date, the Purchaser shall have delivered to
the Company the following:
(i) [reserved];
(ii) certified copies of resolutions duly adopted by
the Purchaser's and the Merger Sub's Boards of Directors
authorizing the Merger and the execution, delivery and
performance, if applicable, of this Agreement, the Plan of
Merger, the Non-Competition Agreements and the other
agreements contemplated hereby and thereby;
(iii) certified copies of the resolutions duly
adopted by the shareholder of the Merger Sub authorizing and
approving the Merger and the execution, delivery and
performance this Agreement, the Plan of Merger and the other
agreements contemplated hereby and thereby;
(iv) a good standing certificate for the Purchaser
from the Secretary of State of the State of Delaware, dated
not earlier than five days prior to the Closing Date;
(v) a copy of the Purchaser's certificate of
incorporation certified by the Secretary of State of the State
of Delaware;
AGREEMENT AND PLAN OF REORGANIZATION - Page 26
(vi) a certificate of existence for the Merger Sub
from the Secretary of State of the State of Texas, dated not
earlier than five days prior to the Closing Date;
(vii) a certificate of good standing for the Merger
Sub from the Comptroller of the State of Texas, dated not
earlier than five days prior to the Closing Date;
(viii) a copy of the Merger Sub's Articles of
Incorporation certified by the Secretary of State of the State
of Texas;
(ix) an incumbency certificate; and
(x) such other documents as the Company may
reasonably request in connection with the transactions
contemplated hereby.
ARTICLE 9
[RESERVED]
ARTICLE 10
GENERAL PROVISIONS
10.1 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally,
sent by telex, telecopy, facsimile or overnight courier, or mailed by registered
or certified mail (postage prepaid and return receipt requested), to the party
to whom the same is so delivered, sent or mailed at the following addresses (or
at such other address for a party as shall be specified by like notice):
(a) if to the Purchaser or the Merger Sub:
Renters Choice, Inc.
13800 Montfort Drive
Suite 300
Dallas, Texas 75225
Attention: J. Ernest Talley, Chief Executive Officer
Telecopy: (214) 701-0360
AGREEMENT AND PLAN OF REORGANIZATION - Page 27
With a copy to:
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
Attention: Thomas W. Hughes, Esq.
Telecopy: (214) 745-5390
(b) if to the Company:
ColorTyme, Inc.
1231 Greenway Drive
Suite 900
Irving, Texas 75038-2040
Attention: Mitch Fadel
Telecopy: (214) 714-5436
With a copy to:
Looper, Reed, Mark & McGuire Incorporated
4100 Thanksgiving Tower
1001 Elm Street
Dallas, Texas 75201
Attention John A. Koepke
Telecopy: (214) 953-1332
Notices delivered personally or by telex, telecopy or facsimile shall be deemed
delivered as of actual receipt, mailed notices shall be deemed delivered three
days after mailing and overnight courier notices shall be deemed delivered one
day after the date of sending.
10.2 INTERPRETATION. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.
10.3 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated and the parties shall negotiate
in good faith to modify this Agreement to preserve each party's anticipated
benefits under this Agreement.
10.4 MISCELLANEOUS. This Agreement (together with all other documents
and instruments referred to herein): (a) except for any confidentiality
agreements executed in connection with the transactions contemplated hereby
constitutes the entire agreement
AGREEMENT AND PLAN OF REORGANIZATION - Page 28
and supersedes all other prior agreements and undertakings, both written and
oral, among the parties with respect to the subject matter hereof; (b) except as
expressly set forth herein, is not intended to confer upon any other person any
rights or remedies hereunder and (c) shall not be assigned by operation of law
or otherwise, except that the Purchaser may assign all or any portion of its
rights under this Agreement to any wholly-owned subsidiary but no such
assignment shall relieve the Purchaser of its obligations hereunder, and except
that this Agreement may be assigned by operation of law to any corporation with
or into which the Purchaser may be merged.
10.5 MATERIAL ADVERSE BREACH. Breaches of representations, warranties
and covenants by either party hereto which (a) individually results in damages
to the other party in excess of $100,000 or (b) in the aggregate result in
damages to the other party in excess of $100,000, shall constitute, for purposes
of this Agreement, a "Material Adverse Breach."
10.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS,
INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE
OF TEXAS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF,
AND WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE
IN DALLAS COUNTY, TEXAS. COURTS WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION
OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR EQUITY,
ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES CONSENT TO AND AGREE
TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. VENUE IN ANY SUCH DISPUTE WHETHER
IN FEDERAL OR STATE COURT WILL BE LAID IN DALLAS COUNTY, TEXAS.
10.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
AGREEMENT AND PLAN OF REORGANIZATION - Page 29
AGREEMENT AND PLAN OF REORGANIZATION
SIGNATURE PAGE
IN WITNESS WHEREOF, the Purchaser, the Merger Sub and the Company have
executed or caused this Agreement to be executed on the date first written
above.
RENTERS CHOICE, INC.
By:
Its:
CT ACQUISITION CORPORATION
By:
Its:
COLORTYME, INC.
By:
Its:
AGREEMENT AND PLAN OF REORGANIZATION - Page 30
EXHIBIT 10.1
PORTFOLIO ACQUISITION AGREEMENT
This Portfolio Acquisition Agreement ("Agreement") is made and entered
into by and among ColorTyme Financial Services, Inc., a Texas corporation (the
"Seller"), ColorTyme, Inc., a Texas corporation ("ColorTyme"), Renters Choice,
Inc., a Delaware corporation ("Renters Choice"), and STI Credit Corporation, a
Nevada corporation ("STI").
Recitals
A. The Seller is the holder and owner of certain promissory notes and
other instruments, chattel paper, accounts and contracts which are more
particularly described in Schedule A attached hereto (collectively, the
"Receivables").
B. The Receivables are financial obligations of the ColorTyme
franchisees named therein which arise out of financing provided by the Seller to
such franchisees. Those Receivables listed on Schedule B attached hereto provide
for a line of credit for the ColorTyme franchisees named therein ("LOC
Receivables"); the LOC Receivables contemplate additional advances, up to the
credit limits established therein, on the terms and subject to the conditions
set forth in the documents evidencing those Receivables. The remaining
Receivables represent a fixed obligation of the ColorTyme franchisees named
therein; they do not provide for a line of credit for such franchisees.
C. The Receivables are secured by liens on certain property which is
more particularly described in the documents evidencing the Receivables
(collectively, the "Collateral").
D. Those Receivables listed on Schedule C are pledged to Chrysler First
Commercial Corporation ("Chrysler") as collateral for a loan by Chrysler to the
Seller (the "Chrysler Loan").
E. The Seller is a wholly-owned subsidiary of ColorTyme. ColorTyme,
formerly know as CT Acquisition Corporation, is the successor by merger to a
Texas corporation known at the time of such merger as "Colortyme, Inc.", which
at that time owned all the outstanding capital stock of the Seller, ColorTyme is
a wholly-owned subsidiary of Renters Choice.
F. The Seller desires to sell and assign the Receivables and all of the
Seller's rights with respect thereto to STI, subject to the terms and conditions
set forth in this Agreement; STI desires to acquire the Receivables and all of
the Seller's rights with respect thereto, subject to the terms and conditions
set forth in this Agreement.
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I. Sale of Receivables
1.1 SALE AND ASSIGNMENT. The Seller shall sell, assign, transfer and
deliver to STI all the Receivables, together with all of the Seller's rights in
the Collateral and all financing statements related to the Collateral, and all
guaranties, endorsements, warranties, indemnity agreements, maintenance
agreements, insurance policies (excluding life insurance on ColorTyme
franchisees or other obligors named in the Receivables) and other similar
agreements, instruments or rights related to the Receivables and the Collateral,
and all monies due or to become due under or on account of the Receivables (for
purposes of this Agreement, the term "Receivables" shall include all the rights
enumerated above).
1.2 EFFECTIVE DATE. The sales and assignment of the Receivables
hereunder shall be effective as the commencement of business on May 15, 1996
(the "Effective Date"). STI shall be entitled to all payments under all the
Receivables from and after the Effective Date; provided, however, the Seller
shall be entitled to the portion of such payment, if any, which represents
interest accrued prior to the Effective Date, unless the ColorTyme franchisee
responsible for making such interest payment is then delinquent in its payment
obligations to STI, in which event the interest payment shall be paid to or
retained by STI and applied to such delinquent obligations.
1.3 PURCHASE PRICE. The purchase price for the Receivables shall be the
net present value of the unpaid installments or other periodic payments due
under each of the Receivables as of the Effective Date, using a discount rate of
10.75%, calculated based upon the schedule amortization of the Receivables set
forth in Schedule D (the "Purchase Price"). A preliminary calculation of the
Purchase Price (the "Preliminary Calculation") shall be made on the Closing Date
(as that term is hereinafter defined) using the April 25, 1996, curtailment
report prepared by the Seller and ColorTyme (the "Preliminary Curtailment
Report") and the April 30, 1996, payment schedules prepared by the Seller and
ColorTyme (the "Preliminary Payment Schedules"). Within fifteen (15) days after
the Closing Date, the Seller and ColorTyme shall prepare a supplemental
curtailment report (the "Supplemental Curtailment Report") and supplemental
payment schedules (the "Supplemental Payment Schedules") reflecting all
advances, payments and adjustments with respect to the Receivables from the
respective dates of the Preliminary Curtailment Report and the Preliminary
Payment Schedules through the Effective Date and the outstanding balance of all
the Receivables as of the Effective Date. The Seller and STI shall then
recalculate the Purchase Price based on the Preliminary Curtailment Report and
the Preliminary Payment Schedules as adjusted by the Supplemental Curtailment
Report and the Supplemental Payment Schedules. In the event the subsequent
Purchase Price calculation results in a Purchase Price greater than the
Preliminary Calculation, STI shall pay the difference to the Seller; if the
subsequent Purchase Price calculation results in a Purchase Price less than the
Preliminary Calculation, the Seller shall pay the difference to STI.
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1.4 PAYMENT OF THE PURCHASE PRICE. The Purchase Price, based on the
Preliminary Calculation, shall be paid upon Closing (as that term is hereinafter
defined) as follows:
(a) a portion of the Purchase Price, equal to the balance of
the Chrysler Loan, shall be paid to Chrysler in full payment of the
Chrysler Loan; and
(b) the balance of the Purchase Price shall be paid to the
Seller, subject to adjustment in accordance with Section 3.3.
II. LOC RECEIVABLES
2.1 FUTURE ADVANCES. STI shall provide all the additional funding
contemplated by the documents evidencing the LOC Receivables, up to the amount
specified in, and on the other terms and subject to the conditions set forth in,
such documents. Provided, however, additional funding by STI under the LOC
Receivables shall be provided only to finance the purchase of additional
inventory by the ColorTyme franchisees named in the LOC Receivables.
2.2 OBLIGATIONS NOT ASSUMED. STI does not assume, and shall have no
responsibility of any kind whatsoever for, any obligations of the Seller or any
other person under the Receivables or the documents evidencing the Receivables,
except those obligations with respect to additional funding under the LOC
Receivables as provided in Section 2.1.
2.3 PAYMENTS TO COLORTYME. With respect to each advance by STI under
the LOC Receivables after the Effective Date (excluding all payments of the
Purchase Price pursuant to Sections 1.3 and 1.4), STI shall pay to ColorTyme a
fee from the interest portion of each payment received by STI on account of such
advance. The fee shall be calculated by multiplying the amount of each such
interest payment received by STI by a fraction, the denominator of which is the
rate of interest applicable to such LOC Receivable and the numerator of which is
determined on the following scale: 1.75% if the credit limit last established by
STI for such LOC Receivable was $2,000,000 or less; 1.50% if the credit limit
last established by STI for such LOC Receivable was $3,000,000 or less, but more
than $2,000,000; and 1.25% if the credit limit last established by STI for such
LOC Receivable was greater than $3,000,000. The fees required by this Section
shall be payable on a monthly basis.
2.4 PERIODIC REVIEW. STI shall review each LOC Receivable on an annual
basis, as the term of each such LOC Receivable matures, for the purpose of
considering
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increases or decreases to the credit limit available under such LOC
Receivables or other adjustments, revisions or modifications of the terms
thereof. In addition, STI shall review LOC Receivables from time to time upon
the request of ColorTyme of the ColorTyme franchisee named in such LOC
Receivable. In connection with such annual review, STI shall consult with
ColorTyme regarding the Receivable and the franchisee named therein and the
terms for renewal or modification of such LOC Receivable if appropriate.
2.5 RENEWAL OF LOC RECEIVABLES. Based upon its review of each LOC
Receivable as contemplated by Section 2.4, unless STI and ColorTyme shall agree
otherwise, and provided no event of default (or event which with notice or
passage of time or both would be an event of default) has occurred and is
continuing with respect to such LOC Receivable, STI shall renew such LOC
Receivable on the following terms:
(a) The term of the LOC Receivable shall be extended for a
period of twelve (12) months;
(b) The interest rate on the LOC Receivable shall be adjusted
in accordance with the following schedule: (i) for LOC Receivables with
a total credit limit of $2,000,000 or less, the rate will be Prime plus
4.75%; (ii) for LOC Receivables with a total credit limit of $3,000,000
or less, but more than $2,000,000, the rate will be Prime plus 4.25%;
and (iii) for LOC Receivables with a total credit limit of more than
$3,000,000, the rate will be Prime plus 3.75%. For purposes of this
subparagraph, "Prime" shall mean the "prime rate" of interest as
published in the "Money Rates" section of the WALL STREET JOURNAL, as
such rate may change from time to time. The applicable interest rate
will be a floating rate; changes in such interest rate will be
established monthly, effective as of the last business day of the
preceding month. Interest will be calculated on the basis of a 360-day
year.
(c) The amount of the credit limit will be adjusted in
accordance with the provisions of this subparagraph. Any increase in
the credit limit of any LOC Receivable will require the consent of
ColorTyme. The amount of the credit limit will generally be set for
each LOC Receivable at an amount which does not exceed the product of
the Average Monthly Revenue multiplied by five (5). For purposes of
this Agreement, the "Average Monthly Revenue" for a ColorTyme
franchisee will mean the average monthly revenue of the ColorTyme
franchisee, calculated in accordance with generally accepted accounting
principles applied on a consistent basis, for the three (3) calendar
months preceding the review of that franchisee's LOC Receivable.
Notwithstanding anything in the subparagraph to the contrary, if as a
result of an adjustment in the credit limit of an LOC Receivable
pursuant to this subparagraph, the new credit limit would otherwise be
set at an amount less than the then outstanding balance of such LOC
Receivable (an "Overline Receivable"), the credit limit for such
Overline Receivable will be set at the then outstanding balance
thereof, and such Overline Receivable will continue to be administered
as provided herein, unless STI and ColorTyme agree otherwise.
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(d) Each LOC Receivable will be repayable as follows: (I)
accrued and unpaid interest shall be payable monthly, and (ii)
principal shall be payable in monthly installments to equal to the sum
of (A) 1/21st of the initial principal amount of each advance made by
STI under each such LOC Receivable after the Closing Date, and (B) the
payment specified for each such LOC Recievable in the amortization
schedule included in Schedule D.
(e) Advances may, at STI's option, be suspended or limited
under any LOC Receivables drawn to an amount greater than the product
of the Average Monthly Revenue multiplied by four (4) where (i) the
ratio of cash expenses (total annual expenses, less depreciation
directly related to the operation of each such franchisee's ColorTyme
business, calculated in accordance with generally accepted accounting
principles applied on a consistent basis) to total revenue (calculated
in accordance with generally accepted accounting principles applied on
a consistent basis, excluding extraordinary items, based on a three (3)
month rolling average) exceeds 64%; (ii) the ColorTyme franchisee named
therein fails to maintain the number of rental contracts that are seven
(7) or more days past due (calculated on a three (3) month rolling
average) at 8.00% or less of its total outstanding rental contracts. In
addition, STI may, at its option suspend or limit advances under any
LOC Receivable where (i) payments (principal and interest) under such
LOC Receivable are more than fifteen (15) days past due; or (ii) such
LOC Receivable is otherwise in default.
(f) Notwithstanding anything in this Section 2.5 to the
contrary, STI reserves the right to make such modifications,
adjustments and/or revisions to any LOC Receivables, including the
credit limits, payment terms and advances thereunder, as it deems
necessary or appropriate under the circumstances, provided it may not
increase the credit limits available under any LOC Receivable above the
amount specified in subparagraph (c) hereof.
(g) Either STI or ColorTyme may terminate the provisions of
this Article II with respect to STI's commitment to fund future
advances under the LOC Receivables upon six (6) months prior notice to
the other party; provided, however, no such termination shall be
effective prior to the expiration of eighteen (18) months following the
Closing Date.
2.6 INTERIM INTEREST RATES. Following Closing STI will attempt to set
the interest rates on the LOC Receivables in accordance with Section 2.5(b),
subject to the consent of the ColorTyme franchisees named therein. Until such
rates are so adjusted, the interest received by STI on those LOC Receivables
with interest rates in excess of the rates specified in Section 2.5(b) shall be
allocated as follows: (i) STI shall retain that portion of the interest
representing the amount calculated in accordance the schedule set forth in
Section 2.5(b); and any excess interest shall be divided evenly between STI and
the Seller.
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III. OPERATIONAL PROVISIONS
3.1 NOTICE TO OBLIGORS. Immediately following Closing, ColorTyme shall
notify all obligors under the Receivables to make all future payments on the
Receivables to or at the direction of STI, the form of such notice to be
approved by STI.
3.2 POWER OF ATTORNEY. The Seller hereby irrevocably constitutes and
appoints STI and any officer or agent thereof, with full power of substitution,
as the Seller's true and lawful attorney-in-fact, with full irrevocable power
and authority in the place and stead of the Seller and in the name of the Seller
or in STI's own name, to do any of the following without notice to or the
consent of the Seller, except as otherwise provided in this Agreement:
(a) to demand, sue for, collect and receive any money or
property at any time payable or receivable on account of or in exchange
for any of the Receivables and, in connection therewith, endorse
checks, notes, drafts, acceptances, money orders, documents of title or
any other instruments for the payment of money under the Receivables;
(b) to direct account debtors and any other parties liable for
any payment under any of the Receivables to make payment of any and all
monies due and to become due thereunder directly to STI or as STI shall
direct;
(c) to commence and prosecute any suit, action or proceeding
at law or in equity in any court of competent jurisdiction to collect
the Receivables or any part thereof and to enforce any other right in
respect of any of the Receivables; defend any suit, action or
proceeding brought against the Seller with respect to any of the
Receivables; and settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give such
discharges or releases as STI may deem appropriate;
(d) to add or release any guarantor, endorser, surety or other
party (other than the Seller, ColorTyme or Renters Choice, except as
otherwise set forth herein) to any of the Receivables; renew, extend or
otherwise change the terms and conditions of any of the Receivables;
and make, settle, compromise or adjust any claims under or pertaining
to any of the Receivables; and
(e) to sell, transfer, pledge, convey, make any agreement with
respect to or otherwise deal with any of the Receivables and to do, at
STI's option, at any time, or from time to time, all acts and things
which STI deems necessary to protect, preserve, maintain or realize
upon the Receivables and STI's interest therein.
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THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE. STI shall be under no duty to exercise or withhold the exercise of
any of the rights, powers, privileges and options expressly or implicitly
granted to STI in this Agreement, and shall not be liable for any failure to do
so or any delay in doing so. This power of attorney is conferred on STI solely
to protect, preserve, maintain and realize upon its interest in the Receivables.
STI shall not be responsible for any decline in the value of the Receivables and
shall not be required to take any steps to preserve rights against prior parties
or to protect, preserve or maintain any lien given to secure the Receivables.
3.3 PURCHASE PRICE ADJUSTMENT. If at anytime during the six (6) months
following Closing STI determines, in the exercise of its reasonable judgment,
that the balance of any Receivables as of the Effective Date is less than the
amount reflected on Schedule A, STI may at its option give notice thereof to the
Seller. Within five (5) days following such notice, the Seller shall pay to STI,
as an adjustment to the Purchase Price, an amount equal to the net present value
(calculated using a discount rate equal to the interest rate then applicable to
such Receivable) of the difference between the balance of the Receivables
reflected on Schedule A and the actual balance of the Receivable, amortized in
accordance with the repayment terms set forth in the documents evidencing the
Receivable.
3.4 REPURCHASE. If at anytime during the six (6) months following
Closing STI determines that any Receivable or the Seller's rights in the
Collateral securing such Receivable are not properly documented (e.g.,
incomplete or inaccurate documentation) and, in STI's reasonable judgment such
deficiency materially affects the particular Receivable, STI shall give notice
of such deficiency to the Seller. If such deficiency is not cured to STI's
reasonable satisfaction within thirty (30) days following such notice, at the
option of STI, the Seller shall repurchase the particular Receivable. For
purposes of this Section 3.3, the repurchase price shall be an amount equal to
the net present value (calculated using a discount rate equal to the interest
rate then applicable to such Receivable) of the remaining unpaid installments or
other periodic payments due as of the date that STI gives the Seller notice of
its exercise of the repurchase option, and shall be payable within five (5) days
following such notice.
3.5 EARLY PREPAYMENT. In the event any Receivable is paid off prior to
the scheduled maturity date thereof, as reflected in the amortization schedule
included as part of Schedule D, whether voluntarily, as a result of acceleration
following a default or otherwise, the Seller shall pay to STI an amount equal to
the difference in (i) the net present value of the remaining unpaid installments
or other periodic payments due as of the date of such payment, calculated using
a discount rate of 10.75%, and (ii) the net present value of the remaining
unpaid installments or other periodic payments due as of the date of such
payment, calculated using a discount rate equal to the interest rate then
applicable to such Receivable. Such payment shall be due within five (5) days
following notice of the early payoff.
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3.6 ADMINISTRATION OF RECEIVABLES. Following the Closing, the Seller
and ColorTyme shall permit representatives of STI to have full access to all of
the Seller's and ColorTyme's files and records concerning the Receivables, and
the ColorTyme franchisees named in the Receivables and shall provide such
reasonable administrative assistance as STI may from time to time request to
enable STI to effectively administer the Receivables.
3.7 RECEIPT OF FUNDS BY THE SELLER. In the event the Seller receives
any money or property as payment on any of the Receivables on or after the
Effective Date, it shall receive and hold such money or property in trust for
STI and immediately deliver such money or property to STI.
3.8 PRESERVATION OF RIGHTS. The Seller shall not take any action, or
fail to take any action, which could adversely affect STI's rights with respect
to any of the Receivables or any of the Collateral.
IV. REPRESENTATION AND WARRANTIES
4.1 To induce STI to enter into this agreement, the Seller represents
and warrants to STI that:
(a) CORPORATE EXISTENCE. The Seller is a corporation duly organized
and existing in good standing under the laws of the State of Texas and is
duly qualified as a foreign corporation in all jurisdictions wherein the
nature of its business or the location of its assets makes such
qualification necessary and where failure to so qualify would have a
material adverse effect on the Seller or its business, condition (financial
or otherwise), operations or properties. The Seller has all requisite
corporate power and authority to own its properties, carry on its business
as now being or as proposed to be conducted, execute and deliver this
Agreement and perform all its obligations under this Agreement and under
each document and instruments executed and delivered by it pursuant hereto.
(b) CORPORATE ACTION; NO BREACH. The execution and delivery of this
Agreement and all documents and instruments executed and delivered by the
Seller pursuant hereto and the performance by the Seller of its obligations
hereunder and thereunder have been duly authorized by all requisite action
on the part of the Seller and do not and will not (a) violate or conflict
with any provision of the certificate or articles of incorporation or the
bylaws of the Seller, (b) conflict with, result in a breach of, constitute
a default under or result in the creation or imposition of any lien upon
any of the revenues or assets of the Seller, pursuant to the provisions of
any instrument, document or agreement to which the Seller is a party or by
which any of its properties are bound, or (c) violate any law, rule or
regulation or any order, writ, injunction or decree of any court,
governmental authority or arbitrator.
8
(c) APPROVALS. No authorization, approval or consent of, and no
filing or registration with, any court, governmental authority or third
party is or will be required in connection with the execution, delivery or
performance of this Agreement by the Seller or the validity or
enforceability hereof.
(d) OPERATION OF BUSINESS. The Seller possesses all licenses,
permits, franchises, patents, copyrights, trademarks and trade names, or
rights thereto, to conduct its business as now conducted and as presently
proposed to be conducted, and, to the best of its knowledge, the Seller is
not in violation of any valid rights of other persons with respect to any
of the foregoing. To the best of its knowledge, the Seller is in material
compliance with all laws, rules, regulations, orders and decrees applicable
to the Seller and its business and properties.
(e) LITIGATION AND JUDGMENTS. Except as set forth in Schedule E
attached hereto, there is no action, suit, investigation or proceeding
before any court, governmental authority or arbitrator pending or, to the
knowledge of the Seller, threatened against or affecting the Seller that
would, if adversely determined, have a material adverse affect on the
business, condition (financial or otherwise), operations or properties of
the Seller or the ability of the Seller to perform its obligations under
this Agreement. There are no outstanding judgments against the Seller.
(f) ENFORCEABILITY. This Agreement constitutes the legal, valid and
binding obligation of the Seller, fully enforceable against the Seller in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights and
remedies generally.
(g) AGREEMENTS. The Seller is not a party to any indenture, loan or
credit agreement or to any lease or other agreement or instrument, or
subject to any charter or corporate restriction which could have a material
adverse effect on the business, condition (financial or otherwise),
operations, prospects or properties of the Seller or the ability of the
Seller to perform its obligations under this Agreement. The Seller is not
in default in any respect in the performance, observance or fulfillment of
any of its obligations, covenants or conditions contained in any agreement
or instrument material to its business to which it is a party.
(h) DISCLOSURE. No statement, information, report, representation or
warranty made by the Seller to STI in this Agreement or furnished to STI in
writing in connection with this Agreement or the transactions contemplated
herein contains any untrue statement of a material fact or omits to state
any material fact necessary to make the statements herein or therein not
misleading. The Seller knows of no fact which has, or might in the future
have, a material adverse effect on the business, condition (financial or
otherwise), operations or properties of the Seller or the Receivables that
has not been disclosed to STI.
9
(i) RELATIONSHIP OF THE PARTIES. STI has not at any time exercised
or attempted to exercise, directly or indirectly, any degree of control or
influence of any kind whatsoever over the internal business operations or
financial affairs of the Seller. STI has not acted as a business,
investment or financial consultant or advisor to the Seller and has not
given the Seller any business, investment or financial advice. STI has no
fiduciary or similar duty to the Seller. STI has not participated in any
type of joint venture or partnership with the Seller and the execution and
consummation of this Agreement and the transactions contemplated herein
shall not constitute or amount to a joint venture or partnership. STI has
not acted in any respect as the agent of the Seller for any purpose and no
agency relationship shall be created by the execution of this Agreement and
the consummation of the transactions contemplated hereby except as
expressly provided herein.
(j) STATEMENTS BY STI. STI has made no representations or statements
of material fact to the Seller in connection with the obligations of the
Seller hereunder or in connection with the negotiation, execution or
delivery of this Agreement or the consummation of the transactions herein
contemplated, except as expressly set forth herein.
(k) NAME; PRINCIPAL PLACE OF BUSINESS. The Seller has not conducted
business in any jurisdiction under any name other than the name "ColorTyme
Financial Services, Inc." The Seller's principal place of business and the
place where the Seller keeps its books and records is located at the
address of the Seller set forth on the signature page of this Agreement.
(l) RECEIVABLES. The Seller is the sole owner of and has good title
to all the Receivables, free and clear of all liens, encumbrances, claims
and interests of any kind whatsoever, except for (i) the lien and security
interest of Chrysler which will be fully satisfied and released on or
before Closing, and (ii) the rights of STI under this Agreement. Each of
the Receivables is genuine and in all respects what it purports to be; has
been duly executed by all the parties named therein; is a valid and binding
obligation of each such party, fully enforceable in accordance with its
written terms; and is secured by a duly perfected, first priority security
interest in the Collateral described therein, fully enforceable with
respect to such Collateral against the obligors named therein and third
parties. The amount due as of the Effective Date under each of the
Receivables is correctly set forth in Schedule A; the outstanding balance
of each of the Receivables is payable in accordance with the amortization
schedule included as part of Schedule D; each future advance made by STI
under the LOC Receivables after the Closing Date will be payable as
follows, unless hereafter modified by STI: (i) accrued and unpaid interest
shall be payable monthly, and (ii) principal shall be payable in monthly
installments equal to the sum of (A) 1/21st of the initial principal amount
of such advance, and (B) the payment specified in the amortization schedule
included as part of Schedule D. The total
10
amount of available credit under each of the LOC Receivables is correctly
set forth in Schedule B. None of the Receivables are in default. The Seller
has paid to STI all prepayments (payments not yet due as of the Effective
Date) of any amounts received under any of the Receivables. None of the
Receivables are subject to any defense, offset, counter-claim or adjustment
of any kind whatsoever. The Seller has not committed any act or failed to
take any action which could give rise to a cause of action by any of the
obligors under any of the Receivables against the Seller and/or STI. All of
the original instruments and documents evidencing the Receivables have
been, or by Closing will be, delivered to STI as provided herein. Such
instruments and documents set forth all the terms and provisions of the
Receivables; there are no agreements or understandings of any kind between
the Seller and the obligors under the Receivables regarding the
Receivables, except as set forth in those instruments and documents.
(m) EFFECT OF ASSIGNMENT. Upon Closing, STI shall be the sole and
exclusive owner and holder of each of the Receivables, free and clear of
any liens, encumbrances or interests of any kind whatsoever, except as may
be granted or permitted by STI. The Closing and the consummation of the
transactions contemplated in this Agreement will not in any way affect the
validity or enforceability of any of the Receivables.
4.2 To induce STI to enter into this Agreement, ColorTyme represents and
warrants to STI that:
(a) CORPORATE EXISTENCE. ColorTyme is a corporation duly organized
and existing in good standing under the laws of the State of Texas and is
duly qualified as a foreign corporation in all jurisdictions wherein the
nature of its business or the location of its assets makes such
qualification necessary and where failure to so qualify would have a
material adverse effect on ColorTyme or its business, condition (financial
or otherwise), operations or properties. ColorTyme has all requisite
corporate power and authority to own its properties, carry on its business
as now being or as proposed to be conducted, execute and deliver this
Agreement and perform all its obligations under this Agreement and under
each document and instrument executed and delivered by it pursuant hereto.
(b) CORPORATE ACTION; NO BREACH. The execution and delivery of this
Agreement and all documents and instruments executed and delivered by
ColorTyme pursuant hereto and the performance by ColorTyme of its
obligations hereunder and thereunder have been duly authorized by all
requisite action on the part of ColorTyme and do not and will not (a)
violate or conflict with any provision of the certificate or articles of
incorporation or the bylaws of ColorTyme, (b) conflict with, result in a
breach of, constitute a default under or result in the creation or
imposition of any lien upon any of the revenues or assets of ColorTyme,
pursuant to the provisions of any instrument, document or agreement to
which ColorTyme is a party or by which any of its properties are bound, or
(c) violate any
11
law, rule or regulation or any order, writ, injunction or decree of any
court, governmental authority or arbitrator.
(c) APPROVALS. No authorization, approval or consent of, and no
filing or registration with, any court, governmental authority or third
party is or will be required in connection with the execution, delivery or
performance of this Agreement by ColorTyme or the validity or
enforceability hereof.
(d) OPERATION OF BUSINESS. ColorTyme possesses all licenses,
permits, franchises, patents, copyrights, trademarks and trade names, or
rights thereto, to conduct its business as now conducted and as presently
proposed to be conducted, and, to the best of its knowledge, ColorTyme is
not in violation of any valid rights of other persons with respect to any
of the foregoing. To the best of its knowledge, ColorTyme is in material
compliance with all laws, rules, regulations, orders and decrees applicable
to ColorTyme and its business and properties.
(e) LITIGATION AND JUDGMENTS. Except as set forth in Schedule E
attached hereto, there is no action, suit, investigation or proceeding
before any court, governmental authority or arbitrator pending or, to the
knowledge of ColorTyme, threatened against or affecting ColorTyme that
would, if adversely determined, have a material adverse affect on the
business, condition (financial or otherwise), operations or properties of
ColorTyme or the ability of ColorTyme to perform its obligations under this
Agreement. There are no outstanding judgments against ColorTyme.
(f) ENFORCEABILITY. This Agreement constitutes the legal, valid and
binding obligation of ColorTyme, fully enforceable against ColorTyme in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights and
remedies generally.
(g) AGREEMENTS. ColorTyme is not a party to any indenture, loan or
credit agreement or to any lease or other agreement or instrument, or
subject to any charter or corporate restriction which could have a material
adverse effect on the business, condition (financial or otherwise),
operations or properties of ColorTyme or the ability of ColorTyme to
perform its obligations under this Agreement. ColorTyme is not in default
in any respect in the performance, observance or fulfillment of any of its
obligations, covenants or conditions contained in any agreement or
instrument material to its business to which it is a party.
(h) DISCLOSURE. No statement, information, report, representation or
warranty made by ColorTyme to STI in this Agreement or furnished to STI in
writing in connection with this Agreement or the transactions contemplated
herein contains any untrue statement of a material fact or omits to state
any material fact necessary to make the statements herein or therein not
misleading. ColorTyme knows of no fact which has, or might in the future
have, a material adverse effect
12
on the business, condition (financial or otherwise), operations, prospects
or properties of ColorTyme or the Receivables that has not been disclosed
to STI.
(i) RELATIONSHIP OF THE PARTIES. STI has not at any time exercised
or attempted to exercise, directly or indirectly, any degree of control or
influence of any kind whatsoever over the internal business operations or
financial affairs of ColorTyme. STI has not acted as a business, investment
or financial consultant or advisor to ColorTyme and has not given ColorTyme
any business, investment or financial advice. STI has no fiduciary or
similar duty to ColorTyme. STI has not participated in any type of joint
venture or partnership with ColorTyme and the execution and consummation of
this Agreement and the transactions contemplated herein shall not
constitute or amount to a joint venture or partnership. STI has not acted
in any respect as the agent of ColorTyme for any purpose and no agency
relationship shall be created by the execution of this Agreement and the
consummation of the transactions contemplated hereby except as expressly
provided herein.
(j) STATEMENTS BY STI. STI has made no representations or statements
of material fact to ColorTyme in connection with the obligations of
ColorTyme hereunder or in connection with the negotiation, execution or
delivery of this Agreement or the consummation of the transactions herein
contemplated, except as expressly set forth herein.
4.3 To induce STI to enter into this Agreement, Renters Choice represents
and warrants to STI that:
(a) CORPORATE EXISTENCE. Renters Choice is a corporation duly
organized and existing in good standing under the laws of the State of
Delaware and is duly qualified as a foreign corporation in all
jurisdictions wherein the nature of its business or the location of its
assets makes such qualification necessary and where failure to so qualify
would have a material adverse effect on Renters Choice or its business,
condition (financial or otherwise), operations or properties. Renters
Choice has all requisite corporate power and authority to own its
properties, carry on its business as now being or as proposed to be
conducted, execute and deliver this Agreement and perform all its
obligations under this Agreement and under each document and instrument
executed and delivered by it pursuant hereto.
(b) CORPORATE ACTION; NO BREACH. The execution and delivery of this
Agreement and all documents and instruments executed and delivered by
Renters Choice pursuant hereto and the performance by Renters Choice of its
obligations hereunder and thereunder have been duly authorized by all
requisite action on the part of Renters Choice and do not and will not (a)
violate or conflict with any provision of the certificate or articles of
incorporation or bylaws of Renters Choice, (b) conflict with, result in a
breach of, constitute a default under or result in the creation or
imposition of any lien upon any of the revenues or assets of Renters
13
Choice, pursuant to the provisions of any instrument, document or agreement
to which Renters Choice is a party or by which any of its properties are
bound, or (c) violate any law, rule or regulation or any order, writ,
injunction or decree of any court, governmental authority or arbitrator.
(c) APPROVALS. No authorization, approval or consent of, and no
filing or registration with, any court, governmental authority or third
party is or will be required in connection with the execution, delivery or
performance of this Agreement by Renters Choice or the validity or
enforceability hereof.
(d) OPERATION OF BUSINESS. Renters Choice possesses all licenses,
permits, franchises, patents, copyrights, trademarks and trade names, or
rights thereto, to conduct its business as now conducted and as presently
proposed to be conducted, and, to the best of its knowledge, Renters Choice
is not in violation of any valid rights of other persons with respect to
any of the foregoing. To the best of its knowledge, Renters Choice is in
material compliance with all laws, rules, regulations, orders and decrees
applicable to Renters Choice and its business and properties.
(e) LITIGATION AND JUDGMENTS. Except as set forth in Schedule E
attached hereto, there is no action, suit, investigation or proceeding
before any court, governmental authority or arbitrator pending or, to the
knowledge of Renters Choice, threatened against or affecting Renters Choice
that would, if adversely determined, have a material adverse affect on the
business, condition (financial or otherwise), operations or properties of
Renters Choice or the ability of Renters Choice to perform its obligations
under this Agreement. There are no outstanding judgments against Renters
Choice.
(f) ENFORCEABILITY. This Agreement constitutes the legal, valid and
binding obligation of Renters Choice, fully enforceable against Renters
Choice in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights and remedies generally.
(g) AGREEMENTS. Renters Choice is not a party to any indenture, loan
or credit agreement or to any lease or other agreement or instrument, or
subject to any charter or corporate restriction which could have a material
adverse effect on the business, condition (financial or otherwise),
operations, prospects or properties of Renters Choice or the ability of
Renters Choice to perform its obligations under this Agreement. Renters
Choice is not in default in any respect in the performance, observance or
fulfillment of any of its obligations, covenants or conditions contained in
any agreement or instrument material to its business to which it is a
party.
(h) DISCLOSURE. No statement, information, report, representation or
warranty made by Renters Choice to STI in
this Agreement or furnished to STI in
14
writing in connection with this Agreement or the transactions contemplated
herein contains any untrue statement of a material fact or omits to state
any material fact necessary to make the statements herein or therein not
misleading. Renters Choice knows of no fact which has, or might in the
future have, a material adverse effect on the business, condition
(financial or otherwise), operations, prospects or properties of Renters
Choice or the Receivables that has not been disclosed to STI.
(i) RELATIONSHIP OF THE PARTIES. STI has not at any time exercised
or attempted to exercise, directly or indirectly, any degree of control or
influence of any kind whatsoever over the internal business operations or
financial affairs of Renters Choice. STI has not acted as a business,
investment or financial consultant or advisor to Renters Choice and has not
given Renters Choice any business, investment or financial advice. STI has
no fiduciary or similar duty to Renters Choice. STI has not participated in
any type of joint venture or partnership with Renters Choice and the
execution and consummation of this Agreement and the transactions
contemplated herein shall not constitute or amount to a joint venture or
partnership. STI has not acted in any respect as the agent of Renters
Choice for any purpose and no agency relationship shall be created by the
execution of this Agreement and the consummation of the transactions
contemplated hereby except as expressly provided herein.
(j) STATEMENTS BY STI. STI has made no representations or statements
of material fact to Renters Choice in connection with the obligations of
Renters Choice hereunder or in connection with the negotiation, execution
or delivery of this Agreement or the consummation of the transactions
herein contemplated, except as expressly set forth herein.
V. CLOSING
5.1 TIME AND PLACE OF CLOSING. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of the Seller's counsel in Dallas, Texas, on May 15, 1996 (the "Closing
Date"), at which time all matters required by this Agreement to occur at
Closing or on the Closing Date shall take place.
5.2 CONDITIONS TO THE SELLER'S, COLORTYME'S AND RENTERS CHOICE'S
OBLIGATIONS. The obligations of the Seller, ColorTyme and Renters Choice
hereunder are, at the option of each such party, subject to the conditions
precedent that as of the Closing Date:
(a) LEGAL PROCEEDINGS. No legal proceedings shall have been
commenced which would prevent or limit STI's or the Seller's ability to
consummate the transactions herein contemplated.
(b) PURCHASE PRICE. The Seller shall have received payment of the
Purchase Price as provided in Section 1.3
15
5.3 CONDITIONS TO STI'S OBLIGATIONS. The obligations of STI hereunder
are, at the option of STI, subject to the conditions precedent that as of the
Closing Date:
(a) ACCURACY. All representations and warranties made by the Seller,
ColorTyme or Renters Choice to STI in this Agreement and in all other
documents delivered to STI in connection with this Agreement shall be true
and correct in all material respects.
(b) LEGAL PROCEEDINGS. No legal proceedings shall have been
commenced which would prevent or limit the Seller's, ColorTyme's, Renters
Choice's or STI's ability to consummate the transactions herein
contemplated.
(c) CLOSING DOCUMENTS. STI shall have received all the following,
each dated (unless otherwise indicated) as of the Closing Date, in a form
satisfactory to STI:
(i) ASSIGNMENT. A duly executed Assignment in the form of Exhibit
1, attached hereto;
(ii) RECEIVABLES. All the Receivables (all the original
instruments and documents), duly endorsed in favor of STI, together with
such instruments of conveyance as may be required by STI;
(iii) UCC SEARCH. The results of Uniform Commercial Code searches
showing all financing statements and other documents and instruments on
file against the Seller, ColorTyme, Renters Choice and the obligors
under the Receivables in such jurisdictions as STI deems appropriate,
such searches to be as of a current date;
(iv) RESOLUTION. Resolutions of the respective boards of
directors of the Seller, ColorTyme and Renters Choice, each certified by
the respective secretaries of such corporations, authorizing the
execution and delivery of this Agreement and the performance by the
Seller, ColorTyme and Renters Choice of all the transactions
contemplated hereby;
(v) INCUMBENCY CERTIFICATE. Certificates of incumbency, certified
by the respective secretaries of the Seller, ColorTyme and Renters
Choice certifying the names of the officers of such corporations
authorized to sign this Agreement and the other instruments and
documents executed in connection herewith, together with specimen
signatures of such officers;
(vi) ARTICLES OF INCORPORATION. The articles of incorporation of
the Seller and ColorTyme, certified by the Texas Secretary of State, and
the
16
certificate of incorporation of Renters Choice, certified by the
Delaware Secretary of State, each dated as of a current date;
(vii) CERTIFICATE OF GOod Standing Certificates of the Texas
Secretary of STATE AS TO THE existence and good standing of the Seller
and ColorTymE, AND A CERTIFICate of the Delaware Secretary of State as
to the existENCE AND GOOD STAnding of Renters Choice, each dated as of a
current date;
(viii) UCC ASSIGNMENTS. Such Uniform Commercial Code assignments
of the Seller's security interests in the Collateral securing the
Receivables as STI may require;
(ix) FINANCING STATEMENTs Such Uniform Commercial Code financing
statements AS STI MAY DEEM NECessary or appropriate to duly perfect the
sale and asSIGNMENT OF THE RECeivables;
(x) RELEASE BY CHRYSLER. Releases of all liens and security
interests of Chrysler in the Receivables (including Uniform Commercial
Code filings and legends on the documents evidencing the Receivables);
(xi) SERVICING AGREEMENT. A Servicing Agreement between STI and
NationsCredit Commercial Corporation of America with respect to the
servicing of the Receivables;
(xii) OPINION OF COUNSEL. An opinion of legal counsel for the
Seller, ColorTyme and Renters Choice as to the matters set forth in
Exhibit 2 attached hereto; and
(xiii) ADDITIONAL DOCUMENTS. Such additional approvals, opinions
and documents as STI may reasonably require.
VI. RECEIVABLE DEFAULTS
6.1 NOTICE OF DEFAULT. In the event any payments due under any of the
Receivables are delinquent by more than ninety (90) days or STI otherwise
declares a default under any of the Receivables, STI shall give notice thereof
to the Seller.
6.2 FORECLOSURE. Following notice of a default under a Receivable
pursuant to Section 6.1, STI shall, at its expense, attempt to collect the
outstanding obligations under the Receivable and, if necessary, commence
appropriate legal actions to recover the collateral securing such Receivable and
to foreclose the interest of the account debtor(s) and other persons, if any, in
such collateral.
17
6.3 ASSIGNMENT. Following repossession and/or foreclosure of the
collateral securing the defaulted Receivable or the entry by a court of
competent jurisdiction of an order staying or barring such actions or
adjudicating the rights of STI with respect to such collateral, STI shall assign
its interest in such collateral and the defaulted Receivable secured thereby to
the Seller, without recourse or warranty of any kind whatsoever.
Contemporaneously with, and as a condition precedent to, such assignment, the
Seller shall pay to STI an amount equal to STI's Net Investment in the defaulted
Receivable. For purposes of this Agreement, STI's "Net Investment" in a
Receivable shall be the amount equal to the sum of the outstanding principal
balance of such Receivable and all accrued and unpaid interest thereon. Subject
to the provisions of Section 6.4, the Seller's maximum liability under this
Section for the payment of STI's Net Investment in LOC Receivables shall not
exceed, with respect to any individual LOC Receivable, the product of the
Average Monthly Revenue of the ColorTyme franchisee named in such LOC
Receivable, determined as of the time of the most recent periodic review of such
LOC Receivable, multiplied by five (5); provided, however, the foregoing
limitation shall not apply to LOC Receivables which are designated Overline
Receivables as of the time of such review.
6.4 MAXIMUM AGGREGATE LIABILITY. In addition to the limitations set forth
in Section 6.3, except as provided in this Section 6.4, the Seller's aggregate
liability for the payment of STI's Net Investment in defaulted Receivables under
Section 6.3 shall be limited as follows: (a) with respect to those Receivables
described in Schedule F-1 attached hereto, the Seller's total liability shall
not exceed the aggregate balance of those Receivables as of the Effective Date;
(b) with respect to those Receivables described in Schedule F-2 attached hereto,
the Seller's total liability shall not exceed the sum of (i) the aggregate
balance of those Receivables as of the Effective Date, and (ii) the aggregate
amount of "available credit" under those Receivables, as reflected on Schedule
B; and (c) with respect to those Receivables described in Schedule F-3 attached
hereto, the Seller's total liability shall not exceed fifty percent (50%) of the
sum of (i) the aggregate balance of those Receivables as of the Effective Date,
and (ii) the aggregate amount of "available credit" under those Receivables,
as reflected on Schedule B. In the event ColorTyme terminates the franchise of a
franchisee which is not then in default in its obligations to STI under a
Receivable, any payments subsequently made or required to be made under Section
6.3 on account of that Receivable shall not be subject to the limitation or
included in the calculation of the maximum liability of the Seller under
subparagraph (c) of this Section.
VII. DEFAULT
7.1 EVENTS OF DEFAULT. An "Event of Default" shall exist if any one or
more of the following events (herein collectively called "Events of Default")
shall occur and be continuing:
18
(a) The Seller shall fail to pay any amount due under the terms of
this Agreement within ten (10) business days following demand therefor.
(b) The Seller shall fail to perform, observe or comply with any of
the covenants, agreements or obligations of the Seller contained in this
Agreement, and such failure shall remain uncured thirty (30) days following
notice thereof.
(c) Any representation or warranty made by the Seller, ColorTyme or
Renters Choice in this Agreement or any of the documents delivered to STI
pursuant to this Agreement shall prove to be untrue, misleading or
inaccurate in any material respect.
(d) The Seller, ColorTyme or Renters Choice shall default in their
respective obligations to STI under any other agreement to which they, or
any of them, are parties, or shall default in their respective obligations
under agreements with their primary lenders.
(e) The Seller, ColorTyme or Renters Choice shall (i) apply for or
consent to the appointment of a receiver, custodian, trustee, liquidator,
or similar official for themselves or all or a substantial part of their
property, (ii) admit in writing that they are unable to pay their debts
generally as they become due, (iii) make a general assignment for the
benefits of creditors, (iv) file a petition or answer seeking liquidation,
reorganization or any arrangement with creditors or to take advantage of
bankruptcy, reorganization or insolvency laws, (v) file an answer admitting
the material allegations of or consent to or default in answering a
petition filed against them in any bankruptcy, reorganization or insolvency
proceeding, (vi) become the subject of an order for relief under any
bankruptcy, reorganization or insolvency proceeding which shall continue
unstayed and in effect for thirty (30) days, or (vii) an order, judgment or
decree shall be entered by any court of competent jurisdiction or other
competent authority approving a petition appointing a receiver, custodian,
trustee, liquidator or similar official for them or of all or a substantial
part of their property and such order, judgment or decree shall continue
unstayed and in effect for a period of thirty (30) days.
(f) The Seller, ColorTyme or Renters Choice shall cease doing
business as a going concern.
(g) This Agreement or any other documents delivered to STI pursuant
to this Agreement or in connection herewith shall for any reason cease to
be in full force and effect, or shall be declared null or unenforceable in
whole or in material part, or the validity or enforceability thereof shall
be challenged or denied by any party thereto excluding STI.
7.2 REMEDIES UPON DEFAULT. If an Event of Default shall occur and be
continuing, STI at its option may, without notice (i) elect to have the Seller
repurchase all
19
Receivables then held by STI (without recourse or warranty by STI), whereupon
the Seller shall so repurchase such Receivables for an amount equal to STI's Net
Investment therein, (ii) reduce any claim to judgment, (iii) set off and apply
against the obligation of the Seller, without notice to the Seller, any and all
deposits or other sums at any time credited or held by STI or owing from STI to
the Seller, ColorTyme or Renters Choice, whether or not said obligations are
then due, and (iv) without further notice of default or demand, pursue and
enforce any of STI's rights and remedies under this Agreement and any of the
other documents delivered to STI pursuant to this Agreement or otherwise
provided under or pursuant to any applicable law or any other agreement.
VIII. GUARANTY
ColorTyme and Renters Choice (collectively, the "Guarantors") hereby
jointly and severally guaranty the full and prompt payment and performance of
all debts, liabilities and obligations of the Seller to STI arising out of or in
any was related to this Agreement (collectively, the "Obligations").
The Guarantors represent and warrant to STI that they will receive a
substantial economic benefit from STI's purchase of the Receivables pursuant to
this Agreement. The Guarantors acknowledge that STI would not purchase the
Receivables if it did not receive this Guaranty.
The Guarantors hereby waive promptness, diligence, notice of acceptance and
any other notice with respect to the Obligations or this Guaranty, and any
requirement that STI protect, secure, perfect or insure any security interest or
lien or any property subject thereto, or exhaust any right or take any action
against the Seller or any other person or entity or any Collateral.
The liability of the Guarantors under this Guaranty shall be absolute,
unconditional, irrevocable and continuing, irrespective of any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to departure
from the terms of the Obligations. The Guarantors hereby consent to any and all
extensions or other indulgences granted by STI to the Seller and consent to the
release or substitution of any or all Collateral securing the Obligations.
The Guarantors hereby irrevocably waive any and all rights they may now or
hereafter have under any agreement or at law or in equity (including, without
limitation, any law subrogating them to the rights of STI) to assert any claim
or seek contribution, indemnification or any other form of reimbursement from
the Seller for any payment made by the Guarantors under or in connection with
this Guaranty.
This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Obligations is rescinded or
must otherwise be returned
20
by STI upon the insolvency, bankruptcy or reorganization of the borrower or
otherwise, all as though such payment had not been made.
IX. MISCELLANEOUS
9.1 INDEMNITY. The Seller shall indemnify STI and its officers,
directors, employees, attorneys and agents from, and shall hold each of them
harmless against, any and all losses, liabilities, claims, damages, costs and
expenses (including attorneys' fees) to which any of them may become subject
which directly or indirectly arise from or relate to this Agreement or any of
the transactions contemplated hereby or the enforcement by STI of its rights
hereunder or from any investigation, litigation or other proceeding, including,
without limitation, any threatened investigation, litigation or other
proceeding, relating to any of the foregoing, excluding, however, (i) any
losses, liabilities, claims, damages, costs and expenses which arise exclusively
from the willful misconduct or gross negligence of STI, and (ii) expenses
incurred by STI pursuant to Section 6.2. The obligations of the Seller under
this Section shall survive the repayment of all other obligations of the Seller
under this Agreement and the termination hereof.
9.2 SURVIVAL. All agreements, representations and warranties contained
herein or made in writing by or on behalf of the Seller, ColorTyme or Renters
Choice in connection with the transactions contemplated hereby shall survive the
execution and delivery of this Agreement, and any investigation at any time made
by STI, and the delivery of any documents to STI pursuant to this Agreement and
payment of the obligations of the Seller hereunder and any sale or assignment or
other disposition by STI of this Agreement, the Receivables or any other
documents delivered to STI pursuant to this Agreement. All statements contained
in any certificate or other instrument delivered by or on behalf of the Seller,
ColorTyme or Renters Choice pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed representations and warranties
by such parties hereunder.
9.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise, and no delay
in exercising, on the part of STI, any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided for in this
Agreement and the other documents executed in connection herewith are cumulative
and not exclusive of any other rights or remedies provided by law.
9.4 EXPENSES OF STI. The Seller shall reimburse STI for all its
out-of-pocket expenses, including the fees and expenses of its legal counsel,
incurred in connection with (a) the negotiation and preparation of this
Agreement and the transactions contemplated by this Agreement, except expenses
incurred by STI pursuant to Section 6.2, up to a maximum of $10,000, and (b) the
enforcement or preservation of STI's rights under this Agreement following an
Event of Default. All such expenses shall be paid promptly upon request by STI.
21
9.5 NOTICES. All notices and other communications provided for in this
Agreement shall be given in writing and mailed by certified mail or delivered to
the intended recipient at the address of such party set forth on the signature
page of this Agreement. Any such notice or other communication shall be deemed
to have been given on the day it is personally delivered as aforesaid or three
(3) days after mailing. Any party may change its address for the purposes of
this Agreement by giving notice of such change to the other party pursuant to
this Section.
9.6 SEVERABILITY. If any provision of this Agreement or any other
documents delivered to STI pursuant to this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, such provision shall not
impair or invalidate the remainder of this Agreement and the effect thereof
shall be confined to the provision held to be invalid or unenforceable.
9.7 ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the other documents
delivered to STI pursuant to this Agreement embody the entire agreement between
the parties hereto with respect to the subject matter hereof and supersede all
prior agreements, conditions and understandings, and such documents may be
amended only by an instrument executed in writing by an authorized officer of
the party against whom such amendment is sought to be enforced. All schedules
and exhibits referred to in and attached to this Agreement are incorporated
herein by reference and shall for all purposes be a part of this Agreement.
9.8 RELATIONSHIP OF THE PARTIES. The relationship between the Seller and
STI is solely that of seller and purchaser, and nothing in this Agreement shall
be construed so as to deem the relationship between the Seller and STI to be
other than that of seller and purchaser. STI has no fiduciary or other special
relationship with the Seller, ColorTyme or Renters Choice.
9.9 CONSTRUCTION. Each of the parties to this Agreement acknowledges that
they have had the benefit of legal counsel of their own choice and have been
afforded an opportunity to review this Agreement and all the other documents and
instruments executed in connection herewith with their respective legal counsel
and that this Agreement and all other documents and instruments executed in
connection herewith shall be construed as if jointly drafted by all the parties
hereto.
9.10. FURTHER ASSURANCES. The Seller shall, upon request of STI, execute
and deliver any further instrument or instruments as may be reasonably required
by STI for the purpose of carrying out this Agreement, and giving to STI the
full and complete benefit of this Agreement, including, without limitation,
individual assignments of Receivables and Uniform Commercial Code financing
statements relating to the Receivables and the Collateral.
9.11 NEVADA LAW. THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA SHALL GOVERN
THE VALIDITY, CONSTRUCTION, ENFORCEMENT
22
AND INTERPRETATION OF THIS AGREEMENT AND ALL TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the parties have executed this Agreement on and as of
this 15th day of May, 1996.
COLORTYME FINANCIAL SERVICES, INC.
1231 Greenway Drive, Suite 900
Irving, Texas 75038
By: __________________________________
Title: President
COLORTYME INC.
1231 Greenway Drive, Suite 900
Irving, Texas 75038
By: __________________________________
Title: President
RENTERS CHOICE, INC.
13800 Montfort Drive, Suite 300
Dallas, Texas 75240
By: __________________________________
Title: Chief Executive Officer
STI CREDIT CORPORATION
1475 Terminal Way C#2
Reno, Nevada 89502
By: __________________________________
Title: _______________________________
23
INDEX OF EXHIBITS AND SCHEDULES
EXHIBITS
Exhibit 1 Assignment
Exhibit 2 Opinion of Counsel
SCHEDULES
Schedule A Receivables
Schedule B LOC Receivables
Schedule C Pledged Receivables
Schedule D Purchase Price (with amortization schedule)
Schedule E Litigation
Schedule
F-1 Recourse Schedule (Term-100%)
Schedule
F-2 Recourse Schedule (LOC-100%)
Schedule
F-3 Recourse Schedule (LOC-50%)
24
EXHIBIT 1
ASSIGNMENT
This Assignment is executed and delivered pursuant to that certain
Portfolio Acquisition Agreement dated May 15, 1996 (the "Agreement"), between
STI Credit Corporation, a Nevada corporation ("STI"), ColorTyme Financial
Services, Inc., a Texas corporation (the "Seller"), ColorTyme, Inc., a Texas
corporation, and Renters Choice, Inc., a Delaware corporation.
1. For valuable consideration received by the Seller, the Seller hereby
sells, assigns, transfers and delivers to STI and its successors and assigns all
of the Seller's right, title and interest in and to the Receivables (as that
term is defined in the Agreement and which are more particularly described in
Schedule "A" to the Agreement).
2. This Assignment is delivered to STI to effect, evidence and perfect
conveyance of absolute ownership of the Receivables to STI and is not for
security.
3. This Assignment is subject in all respects to, and shall be governed
by, the provisions of the Agreement, which is incorporated in its entirety
herein by this reference.
Date: May 15, 1996.
COLORTYME FINANCIAL SERVICES, INC.
By: __________________________________
Title: _______________________________
25
ACKNOWLEDGMENT
STATE OF _______________ )
) ss.
COUNTY OF ______________ )
On this day before the undersigned, a Notary Public, personally appeared __
______________________________, the ______________________________ of ColorTyme
Financial Services, Inc. known to me to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed the foregoing
Assignment on behalf of said corporation as his voluntary act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
______________________________________
Notary Public
My Commission Expires:
______________________
26
EXHIBIT 2
1. The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas. ColorTyme is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Texas. Renters Choice is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
2. The Seller, ColorTyme and Renters Choice have the requisite corporate
power and authority to execute and deliver the Agreement and all other documents
executed by them in connection therewith, and to perform all their respective
obligations thereunder.
3. The execution and delivery of the Agreement and other documents
executed in connection therewith and the performance by the Seller, ColorTyme
and Renters Choice of all their respective obligations thereunder have been duly
and properly authorized by all necessary action on the part of the Seller,
ColorTyme and Renters Choice.
4. The execution and delivery by the Seller, ColorTyme and/or Renters
Choice of the Agreement and all other documents executed and delivered by them
in connection therewith and the performance by such parties of their respective
obligations thereunder will not (a) violate the terms of any instrument,
document or agreement known to counsel, to which any of them is a party or
pursuant to which any of them or any of their property is bound, (b) conflict
with, result in a breach of or constitute a default under any such instrument,
document or agreement, or (c) violate any statute or law or any judgment,
decree, order, regulation or rule of any court or governmental authority
applicable to any of them or any of their assets.
5. The Agreement has been duly executed and delivered by the Seller,
ColorTyme and Renters Choice and is a legal, valid and binding obligation of
each such party, fully enforceable against each such party in accordance with
its terms; notwithstanding anything in this paragraph to the contrary, however,
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights and remedies
generally.
6. To counsel's knowledge, the Seller is the sole owner of and has good
title to all the Receivables; the Receivables are free and clear of all liens,
claims, encumbrances and interests of any kind whatsoever, except for the rights
of STI under the Agreement.
7. Upon Closing, the Seller will have sold and conveyed to STI all of the
Seller's right, title and interest in and to the Receivables, and STI will be
the sole and exclusive owner thereof.
27
8. To counsel's knowledge, neither the Closing nor the consummation of any
of the transactions contemplated in the Agreement will in any way affect the
validity or enforceability of any of the Receivables.
9. A Texas court, or a federal court applying Texas choice of law rules,
would give effect to the provisions of the Agreement that they are to be
governed by and construed in accordance with the laws of the State of Nevada,
except that perfection and the effect of perfection or non-perfection of the
sale of the Receivables may be governed by the laws of the State of Texas, in
accordance with Section 1-105 of the Uniform Commercial Code.
10. No prior consent, license, approval or authorization of any
governmental authority, bureau or agency or any court or other person is
required in connection with the execution, delivery, performance, validity and
enforceability of the Agreement or the other documents executed and delivered by
the Seller, ColorTyme and/or Renters Choice in connection therewith, except such
consents as have been obtained on or prior to the date hereof.
11. There are no legal or governmental proceedings or investigations of
any kind pending or, to counsel's knowledge, threatened against or affecting the
Seller, ColorTyme and/or Renters Choice or any of their property, which if
adversely determined would have a material adverse affect on their business,
condition (financial or otherwise), operations, prospects or properties.
28
SCHEDULE A RECEIVABLES
ABC TV AND STEREO RENTAL
Dan Rudden
757 E. 20th #350
Denver, CO
11135 E. Colfax
Aurora, CO
5800 Colfax
Denver, CO
270 S. Federal
Denver, CO
80 W. 84th Avenue
Thornton, CO
Credit & Security Agreement: 05-17-95
Guaranty Date: 01-31-95
Guaranty Date: 06-27-87
UCCS-CO SOS-00957730 01-16-87 Cont'd 12-27-91
CO SOS-570521 08-09-82 10-25-91
COLORTYME LOAN --
Promissory Note: 04-22-96
Security Agreement: 01-15-96
Guaranty: 04-22-96
Stock Pledge Agreement: 01-15-96
Stock Certificate: 04-22-96
AFFINITY, INC.
Susan Schoenenberger
5005 Gov. Ritchie
Baltimore, MD
Credit & Security Agreement: 08-24-92
Guaranty Date: 08-24-92
UCCS-MD SOS-22838166 10-09-92
MD Anne Arundel 11-17-92
ALL CLEAR OF NEW CASTLE
Jim Farland
1405 N. Dupont Highway #5
New Castle, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Guaranty: 04-27-93
Corporate Guaranties: 3 @ 07-14-95; 04-27-93
UCCS-DE SOS-306035 05-07-93
DE SOS-303977 03-29-93
DE SOS-07392 05-23-90 Cont'd 02-17-95
COLORTYME LOAN --
Promissory Note -- 12-07-93
Promissory Note -- (not executed)
Promissory Note -- (not executed)
Guaranty -- 12-07-93
ALL CLEAR OF DOVER, INC.
288 S. Dupont Highway
Dover, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS-DE SOS-306037 05-07-93
DE SOS-303976 03-29-93
ALL CLEAR OF NEWARK
18 Marrows Road
Newark, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS-DE SOS-306036 05-07-93
DE SOS-303978 03-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
COLORTYME LOAN --
Promissory Note: December 7, 1993
Promissory Note -- (not executed)
Promissory Note -- (not executed)
Guaranty -- (not executed)
ALL CLEAR OF SALISBURY
800 E. Salisbury
Salisbury, MD
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS-MD SOS-31198405 04-29-93
MD Wicomico 930702 04-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
COLORTYME LOAN --
Promissory Note: 12-07-93
Guaranty: 12-07-93
Promissory Note: (not executed)
Guaranty: (not executed)
Promissory Note: 12-07-93
Guaranty: 12-07-93
Promissory Note: (not executed)
Guaranty: (not executed)
Promissory Note: 12-07-93
Guaranty: 12-07-93
Promissory Note: (not executed)
Guaranty: (not executed)
CAPITAL, INC.
Don Hayes
2158 Brownsville Road
Pittsburgh, PA
Security Agreement: 11-01-89
Guaranties: 2 @ 11-01-89
UCCS-PA SOS-18050041 12-28-89 Cont'd 10-03-94
PA Allegheny 95005601 08-18-95
PA Allegheny 95005602 08-18-95
CLASS H, INC.
James Holub and Michael Holub
15 Cliff Drive
Mineral Wells, TX 76067
1928 Glynn #21
Brunswick, GA
COLORTYME LOAN --
Credit & Security Agreement: 02-29-96
Pledge Agreement: 02-29-96
Stock Power: 02-29-96
Stock Certificates:
DAN CORP.
Mel Daniel
1702 Denney Avenue
Pascagoula, MS
1801 Pass Road
Gulfport, MS
215 Superior Avenue
Bogalusa, LA
COLORTYME LOAN --
Promissory Note: December 28, 1995
Security Agreement: July 5, 1993
Guaranty: July 8, 1993
UCCS: MS SOS 76678 08-23-93
MS SOS 933788 08-23-93
LA Washington 59-42444 07-26-93
MS SOS 0731050 07-27-93
DARGAN LEASING
Tim Dargan
1817 Mt. Holly Rd.
Burlington, NJ
6718 Blackhorse Pike
Ed Harbor, NJ
2881 Mt. Eshaim Avenue
Camden, NJ
1636 N. Olden Avenue
Ewing, NJ
Credit & Security Agreement: 09-07-95
Guaranty: 04-22-91
UCCS-NJ SOS-1391125 03-25-91 Cont'd 01-25-96
EBRO INTERNATIONAL
Frank Pennell
400 N. Navy Blvd., #4
Pennsacola, FL
33 Brent Lane
Pennsacola, FL
99 N. Elgin Pkwy #6B
Ft. Walton Beach, FL
1010-B Freeport Highway
De Funiak Springs, FL
Credit & Security Agreement: 07-07-89
Guaranties: 07-07-89; 05-22-89 & 06-1-95
UCCS-FL SOS-8900000145667 05-30-89 Cont'd 02-04-94
H&M TV RENTALS
Bobby W. Hanes
710 E. Center Street
Madisonville, KY
2045 US 41N
Henderson, KY
1825 Wabash Street
Terre Haute, IN
2310 Frederica Fnt.
Ownesboro, KY
301 N. 1st Avenue
Evansville, IN
802 W. Main, Suite 4
Booneville, IN
306 W. Fairchild
Danville, IL
105 E. University
Urbana, IL
Credit & Security Agreement: 04-20-95
Guaranty: 05-24-95
UCCS-IN SOS 1771255 03-25-92
IN Warrick 1995U020241 09-12-95
KY Daviess 65836 07-27-92
KY Daviess 35-1483783 07-27-92
KY Hopkins 243446 07-27-92
KY Henderson 0119497 07-27-92
IL SOS 3016052 08-04-92
COLORTYME LOAN --
Promissory Note:
Security Agreement:
Pledge Agreement:
Stock Power:
Guarantty:
J&A RENTALS, INC.
John Prothro
1118 N. Taylor
Garden City, KS
1905 W. Loop 281 #34
Longview, TX
1219B W. Crawford
Salina, KS
709 Perkins Road
Stillwater, OK
2205 Central
Dodge City, KS
2709 N. 14th Street
Ponca City, OK
1539 N. Kansas
Liberal, KS
1414 Industrial
Emporia, KS
1121 S. Jackson Street
Jacksonville, TX
2037 SE 29th
Topeka, KS
3056 S. John Redditt
Lufkin, TX
2135 North Summit
Arkansas City, KS
123 S. Washington
Junction City, KS
235 N. University #5
Nacogdoches, TX
2310 E. SE Loop 323
Tyler, TX
2323 Highway 79 S.
Henderson, TX
2010 Crockett Street
Palestine, TX
210 W. 5th Street
Hutchinson, KS
COLORTYME LOAN --
Promissory Note:
Security Agreement:
Guaranty: 05-24-93
UCCS-UNSECURED
Assumption Agreement: 07-01-93
J.E.M. LEASING, INC.
Mike Houseworth
910 International Speedway
Daytona Beach, FL
2701 SW College #307
Ocala, FL
Security Agreement: 08-08-95 & 02-17-93
Guaranty: 02-28-93
Corporate Guaranty: 02-28-93
UCCS-Fl SOS-890000230777 08-28-89 Cont'd 06-14-94
Assumption Agreement: 07-01-93
JERETY CORPORATION
Jon Lesch
3021 NE 72nd Avenue #15
Vancouver, WA
Security Agreement: 09-30-95 & 09-10-91
Guaranty: 09-10-91
UCCS-WA SOS- 09-30-91
JLJ ENTERPRISES
Larry Crist
291 Barnett Road
Medford, OR
COLORTYME LOANS_--
Promissory Note: 01-15-95
Security Agreement: 01-15-95
Pledge Agreement: 01-15-95
Stock Power: 01-15-95
UCCS-OR SOS S46375 03-31-95
JOHNSON-STANDLEY CORP.
Ned Johnson
111 Boston Avenue
Bridgeport, CT
324 Appleton
Holyoke, MA
1334 Liberty Street
Springfield, MA
1321 Whalley Avenue
New Haven, CT
949 Maple Avenue
Hartford, CT
767 B Wolcott Street
Waterbury, CT
1176-80 Elizabeth Avenue
Elizabeth, NJ
656 Newark Avenue
Jersey City, NJ
230 Main
Asbury Park, NJ
126 Broadway
Patterson, NJ
43 New Street
Irvington, NJ
Security Agreements: 11-02-92 & 11-06-92
Guaranties: 3 @ 11-02-92
Corporate Guaranties: 11-02-92 & 2 @ 11-30-92
UCCS- NJ SOS-1440041 02-11-92
CT SOS-708471 06-05-87 Cont'd 12-27-91 MA SOS-660147 12-31-86 Cont'd
08-22-91 CT SOS-681340 01-05-87 Cont'd 12-27-91
KENTEX, INC.
Joe Ballard
1037 Mineral Wells Avenue
Paris, TN
822 Joe Clifton Drive
Paducah, KY
206 E. Reelfoot Avenue
Union City, TN
408 N. 12th Street
Murray, KY
913 W. Broadway
Mayfield, KY
COLORTYME LOAN--
Promissory Note: 01-29-96
Security Agreement: 01-29-96
Guaranty: 01-29-96
UCCS-KY Calloway-86244 12-16-88 Cont'd 03-20-93
Calloway-58396 02-04-83 Cont'd 01-19-93
Graves-60320 03-13-89 Cont'd 01-07-94
McCracken-703 01-27-87 Cont'd 10-07-91
TN SOS-521804 03-21-88 Cont'd 01-21-93
KEY RENT-TO-OWN (RTO) Jeff Hazard 1183 Merritt Blvd.
Dundalk, MD
4004 Eastern
Baltimore, MD
2111 W. Patapsco Avenue
Baltimore, MD
2335 E. Northern Pkwy.
Baltimore, MD
Security Agreement: 11-06-92
Guaranty: 11-06-92
UCCS- MD SOS-537885 07-06-93
MD SOS-23328195 11-27-92
MD Baltimore-459320 12-29-92
LOCKHART RENTALS, INC.
Tony Lockhart
228L Roger Willis Blvd.
Glasgow, KY
2945 Scottsville #32
Bowling Green, KY
Security Agreement: 09-28-95
Guaranty: 08-13-92
UCCS-KY Warren-100284 12-27-89 Cont'd 10-07-94
KY Barren-009051 03-11-93
MARTIN & SHEEHAN, INC.
Peter Sheehan
300 Main St.-Simoneau
Nashua, NH
345 Lincoln Street
Manchester, NH
Security Agreement: 12-20-93
Guaranty: 04-13-87
UCCS-NH SOS 245062 01-21-87 Cont'd 10-16-91
City of Nashua 060313 10-09-86 Cont'd 05-28-91
City of Manchester 100,939 11-20-86 Cont'd 05-28-91
MAYO INVESTMENTS, INC.
James Mayo
1191 Oak Ridge Tpk.
Oak Ridge, TN
4414 Broadway
Knoxville, TN
4409Q Chapman Hwy.
Knoxville, TN
2745 N. Keith Street
Cleveland, TN
1611 E. A. Johnson Hwy.
Morristown, TN
425 S. Jefferson
Cookeville, TN
Security Agreement: 09-05-95
Guaranty: 03-30-87
UCCS-TN SOS 400289 01-21-87 Cont'd 10-07-91
Cont'd 10-09-95
COLORTYME LOAN --
Promissory Note: 04-20-95
Security Agreement: 04-20-95
Guaranty: 04-20-95
MCCABE ENTERPRISES, INC.
Ray McCabe
605 E. Anaheim
Long Beach, CA
1731 W. Katella
Anaheim, CA
2144 S. Bristol
Santa Ana, CA
COLORTYME LOAN --
Promissory Note: 11-30-95
Security Agreement: 6-19-95 & 12-05-95
Guaranty: 11-30-95
Stock Power: 12- -95
Stock Certificate: 12- -95
UCCS- CA SOS 93229692 11-12-93
CA SOS 9512160738 04-28-95
CA SOS 9512160761 04-28-95
CA SOS 9512160748 04-28-95
M. G. LEASING, INC.
Steve Gopoyan
731 Main Street
Worcester, MA
Security Agreement: 08-19-95
Guaranty: 01-27-94
UCCS-MA SOS 12-30-93
MIMARK ENTERPRISES-UTICA
Pat Parker, Joe Aromola
5703 Read Blvd.
New Orleans, LA
COLORTYME LOAN --
Promissory Note: February, 1996
Security Agreement: February, 1996
Guaranty: February, 1996
Stock Power:
Stock Certificate:
Pledge & Security Agreement:
UCCS: LA Orleans 36-104290 03-20-96
MOLNER, KILBY, SHIVELY
Gary Kilby
1244 N. 1st Street
Fresno, CA
Security Agreement: 08-15-95
Guaranty: 11-18-86
UCCS-CA SOS- 01-16-87 Cont'd 10-07-91
MWT LEASING, INC.
Jim Moore
3110 New Bern Ave. #112
Raleigh, NC
Security Agreement: 08-20-93
Guaranty: 08-20-93
UCCS-NC SOS- 08-31-93
09-07-93
NEWJAX CONCEPTS, INC.
Mike Houseworth
3118 W. Edgewood Avenue
Jacksonville, FL
3851 Emerson Street
Jacksonville, FL
Security Agreement: 10-22-92
Guaranty: 09-09-93
Corporate Guaranty: 10-22-92
UCCS-FL SOS-920000299250 10-29-92
PAMIK, INC.
Mike Harmon
1672 S. Main
Laurinburg, NC
1812 Sam Rittenburg
Charleston, SC
1740 High Market Street
Georgetown, SC
1317 N. Main
Summerville, SC
COLORTYME LOAN --
Promissory Note: 11-21-94 (Copy)
Security Agreement: 11-21-94 (Copy)
Guaranty: 11-21-94 (Copy)
UCCS- SC SOS 0663798 03-27-90 Cont'd 12-07-94
NC Scotland 93 731 12-28-93
R.K.K., Inc.
Dealer #4910
Jerry Kane
5107 Venice Blvd.
Los Angeles, CA
911 N. La Brea
Inglewood, CA
Security Agreement: 02-28-91
Guaranty: 10-29-87
UCCS-CA SOS-85096993 02-13-90 Cont'd 01-13-95
CA Los Angeles 04-19-85 Cont'd 02-15-90
Cont'd 01-13-95
CA SOS-87014209 01-16-87 Cont'd 10-07-91
RENTAL SYSTEMS, INC.
Arnold Jones
3251 W. 3rd Street
Bloomington, IN
3150 Columbus Center
Columbus, IN
4200 S. East #13
Indianapolis, IN
1972 Elmwood Avenue
Lafayette, IN
450 S. 9th
Richmond, IN
1001 W. Jackson Street
Muncie, IN
Security Agreements: 07-02-95 & 01-11-93
Guaranties: 07-02-95; 08-03-95; 12-09-94 & 01-11-93
UCCS IN SOS-1821715 01-07-93
IN Floyd-10209 01-22-93
ROSE DEVELOPMENT
Darryl Rose
199 Paragon Pkwy. #2
Clyde, NC
1007 A Patton Avenue
Asheville, NC
208 Thompson Street #A
Hendersonville, NC
176 Walmart Plaza
Sylva, NC
586A Andrews Road
Murphy, NC
COLORTYME LOAN--
Promissory Note: 01-29-96
Security Agreement: 01-29-96
Guaranty: 01-29-96
Pledge & Security Agreement:
Stock Pledge:
UCCS- NC-SOS 96-111 05-08-96
NC Henderson 96-0445 05-08-96
NC SOS 7456 05-08-06
SBG LEASING
Steve Gopoyan
15-17 Corinth Street
Roslindale, MA
541 Columbus Road
Dorchester, MA
317-319 Belmont Street
Brockton, MA
Security Agreement: 08-19-95
Guaranty: 10-15-92
Corporate Guaranty: 03-12-92
UCCS- MA SOS-034079 06-25-91
MA Worcester-112235 06-29-94
TEL-NAKA RENTALS
Don Hayes
575 Morgantown St. #25
Uniontown, PA
Security Agreement: 11-01-89
Guaranty: 11-01-89
UCCS- PA SOS- 12-05-89 Cont'd 10-03-94
PA Allegheny 10-13-92
TEL-REN, INC.
Don Hayes
1706A Mileground
Morgantown, WV
Greensburg Shop Ctr. #11
Greensburg, PA
Security Agreement: 04-03-97
Guaranty: 03-12-89
UCCS-PA SOS-21981610 06-02-93
PA Westmoreland-1825 of 1984 5-18-84 Cont'd 01-20-94
WV SOS-230510 12-30-86 Cont'd 08-23-91
WV Monongalia-1477 12-29-86 Cont'd 09-16-91
TRINITY LEASING
Preston Avery
2300 Church Street
Conway, SC
Security Agreements: 06-11-92 & 04-22-92
Guaranties: 03-15-95; 04-22-92 & 06-11-92
UCCS-SC SOS-92-922588 05-12-92
NC SOS-0889752 05-13-92
SC SOS-92-931382 07-06-92
UTICA RENTAL SYSTEMS
Dealer #3180
Pat Parker
446 Darthmouth Street
New Bedford, MA
3350 Cleveland Avene
Columbus, OH
4109 S. Carrollton Avenue
New Orleans, LA
"44 Plaza" Route 44
Poughkeepsie, NY
1154 Mohawk Street
Utica, NY
2206 US Rt. 11
Watertown, NY
Plaza 44-280 Winthrop
Taunton, MA
360 Rhode Island Avenue
Fall River, MA
3766 E. Broad
Columbus, OH
2172 W. 4th Street
Mansfield, OH
Route 7 & Watt
Schenectady, NY
117 Corporation Drive
Hyannis, MA
139 Central Avenue
Albany, NY
333 North Street
Pittsfield, MA
119 Carmel Avenue
Lafayette, LA
4519 Westbank Expressway
Marrerro, LA
1144 W. Erie Blvd.
Rome, NY
Security Agreements: 06-06-91 & 06-20-95
Guaranties: 09-06-90; 06-20-95; 02-25-87 & 11-27-90
Corporate Guaranties: Providence Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Rochester Rental 06-11-93
UCCS-LA E. Baton Rouge 28-349009 05-11-92
LA E. Baton Rouge 17-1064581 10-08-90 Cont'd 07-10-95
OH SOS-AH0039308 04-27-92
OH Franklin 81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
UTICA-POUGHKEEPSIE
Security Agreements-09-06-90 & 06-20-95
Guaranties: 09-06-90 & 06-20-05
UCCS- MA SOS 027490 05-21-91 Cont'd 06-26-95
NY SOS 217589 10-11-90 Cont'd 07-24-95
LA E. Baton Rouge 17-1086648 06-01-93
MA Pittsfield City Clerk 98-18 01-13-94
UTICA-T.J. RENTALS
Security Agreement: 06-20-95
Guaranties: 05-16-94 & 06-11-93
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
Rochester Rental 06-11-93
Providence Rental 06-11-93
UCCS- LA East Baton Rouge 17-1086651 06-01-93
LA East Baton Rouge 17-1088313 07-29-93
UTICA-DARTMOUTH RENTAL
COLORTYME LOAN --
Promissory Note: 03-06-95
Security Agreement: 03-15-96
UTICA-PROVIDENCE RENTAL SYSTEMS
Pat Parker
50 Plainfield Street
Providence, RI
124 Broad Street
Pawtucket, RI
1500 Diamond Hill Road
Woonsocket, RI
Security Agreement: 06-20-95
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Rochester Rental 06-11-93
UCCS-RI SOS-560376 08-21-89 Cont'd 06-01-94
LA E. Baton Rouge 17-1086647 06-01-93
RI SOS-512540 01-15-87 Cont'd 10-16-91
OH Franklin 81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
UTICA-ROCHESTER RENTAL SYSTEMS
Pat Parker
3162 Lake Road
Horseheads, NY
999 E. Ridge Road
Rochester, NY
Security Agreement: 06-20-95
Guaranties: 10-21-91 & 06-20-95
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Providence Rental 06-11-93
UCCS-NY SOS-91-240437 11-18-91
NY Monroe 95-8265 11-16-95
E. Baton Rouge 171086649 06-01-93
LA
OH Franklin 81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
SCHEDULE B
[Filed on Paper Pursuant to Temporary Hardship Exemption]
SCHEDULE C
PLEDGED RECEIVABLES
ABC TV AND STEREO RENTAL
Dan Rudden
757 E. 20th #350
Denver, CO
11135 E. Colfax
Aurora, CO
5800 Colfax
Denver, CO
270 S. Federal
Denver, CO
80 W. 84th Avenue
Thornton, CO
Credit & Security Agreement: 05-17-95
Guaranty Date: 01-31-95
Guaranty Date: 06-27-87
UCCS- CO SOS-00957730 01-16-87 Cont'd 12-27-91
CO SOS-570521 08-09-82 10-25-91
AFFINITY, INC.
Susan Schoenenberger
5005 Gov. Ritchie
Baltimore, MD
Credit & Security Agreement-08-24-92
Guaranty Date: 08-24-92
UCCS- MD SOS-22838166 10-09-92
MD Anne Arundel 11-17-92
ALL CLEAR OF NEW CASTLE
Jim Farland
1405 N. Dupont Highway #5
New Castle, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Guaranty: 04-27-93
Corporate Guaranties: 3 @ 07-14-95; 04-27-93
UCCS- DE SOS-306035 05-07-93
DE SOS-303977 03-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
ALL CLEAR OF DOVER, INC.
288 S. Dupont Highway
Dover, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS- DE SOS-306037 05-07-93
DE SOS-303976 03-29-93
ALL CLEAR OF NEWARK
18 Marrows Road
Newark, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3@ 04-27-93
UCCS- DE SOS-306036 05-07-93
DE SOS-303978 03-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
ALL CLEAR OF SALISBURY
800 S. Salisbury
Salisbury, MD
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3@ 04-27-93
UCCS- MD SOS-31198405 04-29-93
MD Wicomico 930702 04-29-93
MD SOS-07392 05-25-90 Cont'd 02-17-95
CAPITAL, INC.
Don Hayes
2158 Brownsville Road
Pittsburgh, PA
Security Agreement: 11-01-89
Guaranties: 2 @ 11-01-89
UCCS- PA SOS-18050041 12-28-89 Cont'd 10-03-94
PA Allegheny 95005601 08-18-95
PA Allegheny 95005602 08-18-95
DARGAN LEASING
Tim Dargan
1817 Mt. Holly Rd.
Burlington, NJ
6718 Blackhorse Pk.
Ed Harbor, NJ
2881 Mt. Eshaim Avenue
Camden, NJ
1636 N. Olden Avenue
Ewing, NJ
Credit & Security Agreement: 09-07-95
Guaranty: 04-22-91
UCCS-NJ SOS-1391125 03-25-91 Cont'd 01-25-96
EBRO INTERNATIONAL
Frank Pannell
400 N. Navy Blvd. #4
Pensacola, FL
33 Brent Lane
Pensacola, FL
99 N. Elgin Pkwy #6B
Ft. Walton Beach, FL
1010-B Freeport Highway
De Funiak Springs, FL
Credit & Security Agreement: 07-07-89
Guaranties: 07-07-89; 05-22-89 & 06-1-95
UCCS-FL SOS-8900000145667 05-30-89 Cont'd 02-04-94
H&M TV RENTALS
Bobby W. Hanes
710 E. Center Street
Madisonville, KY
2045 US 41N
Henderson, KY
1825 Wabash Street
Terre Haute, IN
2310 Frederica Fnt.
Ownesboro, KY
301 N. 1st Avenue
Evansville, IN
802 W. Main, Suite 4
Booneville, IN
306 W. Fairchild
Danville, IL
105 E. University
Urbana, IL
Credit & Security Agreement: 04-20-95
Guaranty: 05-24-95
UCCS- IN SOS 1771255 03-25-92
IN Warrick 1995U020241 09-12-95
KY Daviess 65836 07-27-92
KY Daviess 35-1483783 07-27-92
KY Hopkins 243446 07-27-92
KY Henderson 0119497 07-27-92
IL SOS 3016052 08-04-92
J.E.M. LEASING, INC.
Mike Houseworth
910 International Speedway
Daytona Beach, FL
2701 SW College #307
Ocala, FL
Security Agreement: 08-08-95 & 02-17-93
Guaranty: 02-28-93
Corporate Guaranty: 02-28-93
UCCS-FL SOS-890000230777 08-28-89 Cont'd 06-14-94
Assumption Agreement: 07-01-93
JERETY CORPORATION
Jon Lesch
3021 NE 72nd Avenue #15
Vancouver, WA
Security Agreement: 09-30-95 & 09-10-91
Guaranty: 09-10-91
UCCS-WA SOS- 09-30-91
JOHNSON-STANDLEY CORP.
Ned Johnson
111 Boston Avenue
Bridgeport, CT
324 Appleton
Holyoke, MA
1334 Liberty Street
Springfield, MA
1321 Whalley Avenue
New Haven, CT
949 Maple Avenue
Hartford, CT
767 B Wolcott Street
Waterbury, CT
1176-80 Elizabeth Avenue
Elizabeth, NJ
656 Newark, Avenue
Jersey City, NY
230 Maine
Asbury Park, NJ
126 Broadway
Patterson, NJ
43 New Street
Irvington, NJ
Security Agreements: 11-02-92 & 11-06-92
Guaranties: 3 @ 11-02-92
Corporate Guaranties: 11-02-92 & 2 @ 11-30-92
UCCS- NJ SOS-1440041 02-11-92
CT SOS-708471 06-05-87 Cont'd 12-27-91
MA SOS-660147 12-31-86 Cont'd 08-22-91
CT SOS-681340 01-05-87 Cont'd 12-27-91
KEY RENT-TO-OWN (RTO)
Jeff Hazard
1183 Merritt Blvd.
Dundalk, MD
4004 Eastern
Baltimore, MD
2111 W. Patapsco Avenue
Baltimore, MD
2335 E. Northern Pkwy.
Baltimore, MD
Security Agreement: 11-06-92
Guaranty: 11-06-92
UCCS- MD SOS-537885 07-06-93
MD SOS-23328195 11-27-92
MD Baltimore-459320 12-29-92
LOCKHART RENTALS, INC.
Tony Lockhart
228L Roger Willis Blvd.
Glasgow, KY
2945 Scottsville #32
Bowling Green, KY
Security Agreement: 09-28-95
Guaranty: 08-13-92
UCCS- KY Warren-100284 12-27-89 Cont'd 10-07-94
KY Barren-009051 03-11-93
MARTIN & SHEEHAN, INC.
Peter Sheehan
300 Main St.-Simoneau
Nashua, NH
345 Lincoln Street
Manchester, NH
Security Agreement: 12-20-93
Guaranty: 04-13-87
CCS- NH SOS 245062 01-21-87 Cont'd 10-16-91
City of Nashua 060313 10-09-86 Cont'd 05-28-91
City of Manchester 100,939 11-20-86 Cont'd 05-28-91
MAYO INVESTMENTS, INC.
James Mayo
1191 Oak Ridge Tpk.
Oak Ridge, TN
4414 Broadway
Knoxville, TN
4409Q Chapman Hwy.
Knoxville, TN
2745 N. Keith Street
Cleveland, TN
1611 E. A. Johnson Hwy.
Morristown, TN
425 S. Jefferson
Cookeville, TN
Security Agreement: 09-05-95
Guaranty: 03-30-87
UCCS-TN SOS 400289 01-21-87 Cont'd 10-07-91
Cont'd 10-09-95
M. G. LEASING, INC.
Steve Gopoyan
731 Main Street
Worcester, MA
Security Agreement: 08-19-95
Guaranty: 01-27-94
UCCS-MA SOS 12-30-93
MOLNER, KILBY, SHIVELY
Gary Kilby
1244 N. 1st Street
Fresno, CA
Security Agreement: 08-15-95
Guaranty: 11-18-86
UCCS-CA SOS- 01-16-87 Cont'd 10-07-91
MWT LEASING, INC.
Jim Moore
3110 New Bern Ave. #112
Raleigh, NC
Security Agreement: 08-20-93
Guaranty: 08-20-93
UCCS-NC SOS- 08-31-93
09-07-93
NEWJAX CONCEPTS, INC.
Mike Houseworth
3118 W. Edgewood Avenue
Jacksonville, FL
3851 Emerson Street
Jacksonville, FL
Security Agreement: 10-22-92
Guaranty: 09-09-93
Corporate Guaranty: 10-22-92
UCCS-FL SOS-920000299250 10-29-92
R.K.K., Inc.
Dealer #4910
Jerry Kane
5107 Venice Blvd.
Los Angeles, CA
911 N. La Brea
Inglewood, CA
Security Agreement: 02-28-91
Guaranty: 10-29-87
UCCS- CA SOS-85096993 02-13-90 Cont'd 01-13-95
CA Los Angeles- 04-19-85 Cont'd 02-15-90
Cont'd 01-13-95
CA SOS-87014209 01-16-87 Cont'd 10-07-91
RENTAL SYSTEMS, INC.
Arnold Jones
3251 W. 3rd Street
Bloomington, IN
3150 Columbus Center
Columbus, IN
4200 S. East #13
Indianapolis, IN
1972 Elmwood Avenue
Lafayette, IN
450 S. 9th
Richmond, IN
1001 W. Jackson Street
Muncie, IN
Security Agreements: 07-02-95 & 01-11-93
Guaranties: 07-02-95; 08-03-95; 12-09-94 & 01-11-93
UCCS IN SOS-1821715 01-07-93
IN Floyd-10209 01-22-93
SBG LEASING
Steve Gopoyan
15-17 Corinth Street
Roslindale, MA
541 Columbus Road
Dorchester, MA
317-319 Belmont Street
Brockton, MA
Security Agreement: 08-19-95
Guaranty: 10-15-92
Corporate Guaranty: 03-12-92
UCCS- MA SOS-034079 06-25-91
MA Worcester-112235 06-29-94
TEL-NAKA RENTALS
Don Hayes
575 Morgantown St. #25
Uniontown, PA
Security Agreement: 11-01-89
Guaranty: 11-01-89
UCCS-PA SOS- 12-05-89 Cont'd 10-03-94
PA Allegheny 10-13-92
TEL-REN, INC.
Don Hayes
1706A Mileground
Morgantown, WV
Greensburg Shop Ctr. #11
Greensburg, PA
Security Agreement: 04-03-87
Guaranty: 03-12-89
UCCS- PA SOS-21981610 06-02-93
PA Westmoreland-1825 of 1984 05-18-84 Cont'd 01-20-94
WV SOS-230510 12-30-86 Cont'd 08-23-91
WV Monongalia-1447 12-29-96 Cont'd 09-16-91
TRINITY LEASING
Preston Avery
2300 Church Street
Conway, SC
Security Agreements: 06-11-92 & 04-22-92
Guaranties: 03-15-95; 04-22-92 & 06-11-92
UCCS- SC SOS-92-922588 05-12-92
NC SOS-0889752 05-13-92
SC SOS-92-931382 07-06-92
UTICA RENTAL SYSTEMS
Dealer #3180
Pat Parker
446 Dartmouth Street
New Bedford, MA
3350 Cleveland Avenue
Columbus, OH
4109 S. Carrollton Avenue
New Orleans, LA
"44 Plaza" Route 44
Poughkeepsie, NY
1154 Mohawk Street
Utica, NY
22066 US Rt. 11
Watertown, NY
Plaza 44-280 Winthrop
Taunton, MA
360 Rhode Island Avenue
Fall River, MA
3766 E. Broad
Columbus, OH
2172 W. 4th Street
Mansfield, OH
Route 7 & Watt
Schenectady, NY
117 Corporation Drive
Hyannis, MA
139 Central Avenue
Albany, NY
333 North Street
Pittsfield, MA
119 Carmel Avenue
Lafayette, LA
4519 Westbank Expressway
Marrerro, LA
1144 W. Erie Blvd.
Rome, NY
Security Agreements: 06-06-91 & 06-20-95
Guaranties: 09-06-90; 06-20-95; 02-25-87 & 11-27-90
Corporate Guaranties: Providence Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Rochester Rental 06-11-93
UCCS-LA E. Baton Rouge 28-349009 05-11-92
LA E. Baton
Rouge 17-1064581 10-08-90 Cont'd 07-10-95
OH
SOS-AH0039308 04-27-92
OH Franklin
81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida
8905075 08-21-89 Cont'd 08-03-94
UTICA-POUGHKEEPSIE
Security Agreements: 09-06-90 & 06-20-95
Guaranties: 09-06-90 & 06-20-95
UCCS- MA SOS 027490 05-21-91 Cont'd 06-26-95
NY SOS 217589 10-11-90 Cont'd 07-24-95
LA E. Baton Rouge 17-1086648 06-01-93
MA Pittsfield City Clerk 98-18 01-13-94
UTICA-T.J. RENTALS
Security Agreement: 06-20-95
Guaranties: 05-16-94 & 06-11-93
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
Rochester Rental 06-11-93
Providence Rental 06-11-93
UCCS- LA East Baton Rouge 17-1086651 06-01-93
LA East Baton Rouge 17-1088313 07-29-93
UTICA-PROVIDENCE RENTAL SYSTEMS
Pat Parker
50 Plainfield Street
Providence, RI
124 Broad Street
Pawtucket, RI
1500 Diamond Hill Road
Woonsocket, RI
Security Agreement: 06-20-95
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Rochester Rental 06-11-93
UCCS- RI SOS-560376 08-21-89 Cont'd 06-01-94
LA E. Baton Rouge 17-1086647 06-01-93
RI SOS-512540 01-15-87 Cont'd 10-16-91
OH Franklin 81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
UTICA-ROCHESTER RENTAL SYSTEMS
Pat Parker
3162 Lake Road
Horseheads, NY
999 E. Ridge Road
Rochester, NY
Security Agreement: 06-20-95
Guaranties: 10-21-91 & 06-20-95
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Providence Rental 06-11-93
UCCS- NY SOS-91-240437 11-18-91
NY Monroe 95-8265 11-16-95
LA E. Baton Rouge 171086649 06-01-93
OH Franklin 811176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
SCHEDULE D
Purchase Price
(with amortization schedule)
STI CREDIT CORPORATION
PRESENT VALUE CALCULATION
NATIONS/COLORTYME REVOLVING ACCOUNTS AND NOTES
4/26/96 PRESENT
DISTRIBUTOR INTEREST PRINCIPAL VALUE @
NATIONS CREDIT-REVOLVERS NUMBER RATE BALANCE 10.75%
- ------------------------------------- ------------- --------- ------------- -------------
1298 13.00% 575,781.45 581,794.76
1301 13.00% 301,472.72 304,394.83
EG Pat Parker Corporation 1303 12.00% 4,258,163.82 4,275,922.56
1306 13.00% 819,009.75 826,873.62
1307 13.00% 563,007.28 568,756.52
Johnson Standley 1309 12.00% 3,453,213.92 3,467,412.29
1445 13.00% 995,858.16 1,005,843.61
1446 13.00% 884,342.45 892,168.35
2007 13.00% 775,067.87 783,501.93
2242 13.00% 644,841.83 651,451.89
2325 13.00% 505,176.66 509,128.68
2326 13.00% 245,260.95 247,280.34
2341 13.00% 958,462.05 968,531.51
2540 13.00% 1,172,277.04 1,182,357.29
2625 13.00% 752,239.00 759,725.86
------------- -------------
Totals 16,904,176.85 17,025,144.13
============= =============
4/30/96 PRESENT
INTEREST PRINCIPAL VALUE @
COLORTYME IN-HOUSE REVOLVERS RATE BALANCE 10.75%
- ------------------------------------- --------- ------------- -------------
Class H Inc 13.00% 56,048.04 56,851.65
Mimark Enterprises 13.00% 71,262.46 72,279.59
McCabe Enterprises 13.00% 425,643.01 430,258.73
Rose Development Corp. 13.00% 1,031,298.20 1,042,437.12
------------- -------------
Totals 1,584,251.71 1,601,827.08
============= =============
COLORTYME-FIXED TERM NOTES
- -------------------------------------
ABC TV 13.00% 365,855.41 376,765.48
Dan Corp. 14.25% 255,857.68 265,931.26
H & M 14.25% 500,235.14 521,146.72
JLJ 12.00% 62,175.46 62,922.29
Kentex 14.25% 267,155.81 277,674.20
Mayo 14.25% 250,777.57 256,180.94
McCabe 14.25% 200,000.00 207,381.06
Pamik 12.00% 309,173.60 324,969.05
All-Clear 8.00% 11,585.26 11,432.53
All-Clear 8.00% 20,112.44 19,847.30
All-Clear 8.00% 11,180.81 11,033.41
All-Clear 8.00% 13,421.78 13,244.82
Dartsmouth 18.00% 11,572.63 11,848.93
J&A 8.00% 54,169.56 52,696.11
Poughkeepsie 18.00% 7,411.97 7,588.95
Providence 18.00% 7,420.87 7,598.00
Rochester 18.00% 5,914.74 6,056.00
Utica 18.00% 6,379.64 6,531.94
Utica 18.00% 3,687.51 3,775.52
Utica 18.00% 15,805.07 16,182.41
Utica 18.00% 21,868.62 22,390.48
Watertown 18.00% 6,108.72 6,254.55
Tel-Ren 18.00% 36,406.20 34,207.40
------------- -------------
Totals 2,444,276.39 2,523,659.35
============= =============
Grand Total $20,932,703.95 $21,150,630.57
============= =============
Dealer
Distributor 1298
Rate 13.00%
Principal $ 575,781.45
NPV @ 10.75% $ 581,794.76
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 575,781.45
2 May-96 575,781.45 47,245.06 47,245.06 528,536.39
3 Jun-96 528,536.39 45,807.95 3,534.66 49,342.61 482,728.44
4 Jul-96 482,728.44 44,083.16 5,725.81 49,808.97 438,645.28
5 Aug-96 438,645.28 42,670.37 5,403.88 48,074.25 395,974.91
6 Sep-96 395,974.91 41,530.03 4,910.39 46,440.42 354,444.88
7 Oct-96 354,444.88 38,363.72 4,289.73 42,653.45 316,081.16
8 Nov-96 316,081.16 36,109.13 3,967.81 40,076.94 279,972.03
9 Dec-96 279,972.03 34,294.89 3,424.21 37,719.10 245,677.14
10 Jan-97 245,677.14 31,346.12 3,134.13 34,480.25 214,331.02
11 Feb-97 214,331.02 28,311.18 2,750.22 31,061.40 186,019.84
12 Mar-97 186,019,84 25,985.79 2,167.12 28,152.91 160,034.05
13 Apr-97 160,034.05 23,460.97 2,082.39 25,543.36 136,573.08
14 May-97 136,573.08 22,124.20 1,733.70 23,857.90 114,448.88
15 Jun-97 114,448.88 19,787.77 1,528.86 21,316.63 94,661.11
16 Jul-97 94,661.11 18,136.20 1,239.86 19,376.06 76,524.91
17 Aug-97 76,524.91 17,313.18 1,059.68 18,372.86 59,211.73
18 Sep-97 59,211.73 16,583.06 856.65 17,439.71 42,628.67
19 Oct-97 42,628.67 13,404.91 641.46 14,046.37 29,223.76
20 Nov-97 29,223.76 11,091.32 477.20 11,568.52 18,132.44
21 Dec-97 18,132.44 8,641.23 316.59 8,957.82 9,491.21
22 Jan-98 9,491.21 4,877.33 202.98 5,080.31 4,613.88
23 Feb-98 4,613.88 1,830.61 106.25 1,936.86 2,783.27
24 Mar-98 2,783.27 833.48 46.65 880.13 1,949.79
25 Apr-98 1,949.79 800.30 31.16 831.46 1,149.49
26 May-98 1,149.49 363.04 21.12 384.16 786.45
27 Jun-98 786.45 293.72 12.87 306.59 492.73
28 Jul-98 492.73 242.84 8.52 251.36 249.89
29 Aug-98 249.89 249.89 5.52 255.41 0.00
30 Sep-98 0.00 0.00 2.80 2.80 0.00
575,781.45 49,682.23 625,463.68
Net Present Value 581,794.76
10.75% ===========
Dealer 445501NH er,
Distributor 1301
Rate 13.00%
Principal $ 301,472.72
NPV @ 10.75% $ 304,394.83
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 301,472.72
2 May-96 301,472.72 26,110.43 26,110.43 275,362.29
3 Jun-96 275,362.29 25,313.91 1,850.71 27,164.62 250,048.38
4 Jul-96 250,048.38 24,350.09 2,983.09 27,333.18 225,698.29
5 Aug-96 225,698.29 23,374.45 2,799.15 26,173.60 202,323.84
6 Sep-96 202,323.84 21,966.38 2,526.57 24,492.95 180,357.46
7 Oct-96 180,357.46 21,053.45 2,191.84 23,245.29 159,304.01
8 Nov-96 159,304.01 18,673.98 2,019.00 20,692.98 140,630.03
9 Dec-96 140,630.03 17,781.54 1,725.79 19,507.33 122,848.49
10 Jan-97 122,848.49 16,400.47 1,574.28 17,974.75 106,448.02
11 Feb-97 106,448.02 15,306.62 1,375.22 16,681.84 91,141.40
12 Mar-97 91,141.40 14,439.38 1,076.31 15,515.69 76,702.02
13 Apr-97 76,702.02 13,143.34 1,020.28 14,163.62 63,558.68
14 May-97 63,558.68 12,643.81 830.94 13,474.75 50,914.87
15 Jun-97 50,914.87 11,365.38 711.50 12,076.88 39,549.49
16 Jul-97 39,549.49 10,232.06 551.58 10,783.64 29,317.43
17 Aug-97 29,317.43 8,193.45 442.73 8,636.18 21,123.98
18 Sep-97 21,123.98 6,575.19 328.19 6,903.38 14,548.79
19 Oct-97 14,548.79 5,021.78 228.84 5,250.62 9,527.01
20 Nov-97 9,527.01 4,864.00 162.87 5,026.87 4,663.01
21 Dec-97 4,663.01 2,893.51 103.21 2,996.72 1,769.50
22 Jan-98 1,769.50 1,657.06 52.20 1,709.26 112.44
23 Feb-98 112.44 112.44 19.81 132.25 (0.00)
24 Mar-98 (0.00) 0.00 1.14 1.14 (0.00)
25 Apr-98 (0.00) 0.00 (0.00) (0.00) (0.00)
26 May-98 (0.00) 0.00 (0.00) (0.00) (0.00)
27 Jun-98 (0.00) 0.00 (0.00) (0.00) (0.00)
28 Jul-98 (0.00) 0.00 (0.00) (0.00) (0.00)
29 Aug-98 (0.00) 0.00 (0.00) (0.00) (0.00)
301,472.72 24,575.25 326,047.97
Net Present Value 304,394.83
10.75% ==========
EG Pat Parker Corporation
Providence Rent Systems, Providence, RI
Dealer
Distributor 1303
Rate 12.00%
Principal $ 4,258,163.82
NPV @ 10.75% $ 4,275,922.66
BEGINNING PRINCIPAL INTEREST TOTAL
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS
------ ---------------- ---------------- ------------ ----------------
1 Apr-96
2 May-96 4,258,163.82 328,407.45 328,407.45
3 Jun-96 3,929,756.37 323,776.48 24,129.59 347,906.07
4 Jul-96 3,605,979.89 317,558.81 39,297.56 356,854.37
5 Aug-96 3,288,423.08 309,580.78 37,261.79 346,842.57
6 Sep-96 2,978,842.30 300,057.42 33,980.37 334,037.79
7 Oct-96 2,678,784.88 288,314.61 29,788.42 318,103.03
8 Nov-96 2,390,470.27 283,217.56 27,680.78 310,898.34
9 Dec-96 2,107,252.71 274,963.59 23,904.70 298,868.29
10 Jan-97 1,832,289.12 252,116.63 21,774.94 273,891.57
11 Feb-97 1,580,172.49 229,871.29 18,933.65 248,804.94
12 Mar-97 1,350,301.20 215,672.68 14,748.28 230,420.96
13 Apr-97 1,134,628.52 193,969.42 13,953.11 207,922.53
14 May-97 940,659.10 177,259.48 11,346.29 188,605.77
15 Jun-97 763,399.62 156,220.48 9,720.14 165,940.62
16 Jul-97 607,179.14 136,404.38 7,634.00 144,038.38
17 Aug-97 470,774.76 124,217.85 6,274.18 130,492.03
18 Sep-97 346,556.91 99,991.46 4,864.67 104,856.13
19 Oct-97 246,565.45 72,676.99 3,465.57 76,142.56
20 Nov-97 173,888.46 68,645.02 2,547.84 71,192.86
21 Dec-97 105,243.44 47,992.97 1,738.88 49,731.85
22 Jan-98 57,250.47 24,739.21 1,087.52 25,826.73
23 Feb-98 32,511.26 9,968.18 591.59 10,559.77
24 Mar-98 22,543.08 7,816.69 303.44 8,120.13
25 Apr-98 14,726.39 7,746.08 232.95 7,979.03
26 May-98 6,980.31 4,439.14 147.26 4,586.40
27 Jun-98 2,541.17 1,944.94 72.13 2,017.07
28 Jul-98 596.23 294.48 25.41 319.89
29 Aug-98 301.75 294.38 6.15 300.54
30 Sep-98 7.37 7.37 3.12 10.49
31 Oct-98 (0.00) 0.00 0.07 0.07
4,258,163.82 335,514.44 4,593,678.26
Net Present Value 4,275,922.66
10.75% ============
ENDING
PRINCIPAL
----------------
1 4,258,163.82
2 3,929,756.37
3 3,605,979.89
4 3,288,423.08
5 2,978,842.30
6 2,678,784.88
7 2,390,470.27
8 2,107,252.71
9 1,832,289.12
10 1,580,172.49
11 1,360,301.20
12 1,134,628.52
13 940,659.10
14 763,399.62
15 607,179.14
16 470,774.78
17 346,558.91
18 246,565.45
19 173,888.46
20 105,243.44
21 57,250.47
22 32,511.26
23 22,543.08
24 14,726.39
25 6,980.31
26 2,541.17
27 596.23
28 301.75
29 7.37
30 (0.00)
31 (0.00)
Net Present Value
10.75%
Dealer
Distributor 1306
Rate 13.00%
Principal $ 819,008.75
NPV @ 10.75% $ 826,873.82
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 819,009.75
2 May-96 819,009.75 86,990.61 86,990.61 732,019.14
3 Jun-96 732,019.14 64,381.26 5,027.81 69,409.07 667,637.88
4 Jul-96 667,637.88 63,001.47 7,930.21 70,931.68 604,636.41
5 Aug-96 604,636.41 60,896.25 7,473.84 68,370.09 543,740.16
6 Sep-96 543,740.16 57,883.30 6,768.57 64,651.87 485,856.86
7 Oct-96 485,856,88 55,533.08 5,890.52 61,423.60 430,323.78
8 Nov-96 430,323.78 54,533.24 5,438.90 59,972.14 375,790.54
9 Dec-96 375,790.54 51,901.41 4,661.84 56,563.25 323,889.13
10 Jan-97 323,889.13 47,524.89 4,206.77 51,731.66 276,364.24
11 Feb-97 276,364.24 44,244.24 3,625.76 47,870.00 232,120.00
12 Mar-97 232,120.00 40,800.65 2,794.35 43,595.00 191,319.35
13 Apr-97 191,319.35 35,834.99 2,598.45 38,433.44 155,484.36
14 May-97 155,484.36 30,310.71 2,072.63 32,383.34 125,173.65
15 Jun-97 125,173.65 23,694.60 1,740.56 25,435.16 101,479.05
16 Jul-97 101,479.05 20,942.21 1,356.05 22,298.26 80,536.84
17 Aug-97 80,536.84 16,805.51 1,136.00 17,941.51 63,731.33
18 Sep-97 63,731.33 13,840.43 901.57 14,742.00 49,890.90
19 Oct-97 49,890.90 11,575.93 690.42 12,266.35 38,314.97
20 Nov-97 38,314.97 9,578.01 558.50 10,136.51 28,736.96
21 Dec-97 28,736.96 6,904.01 415.08 7,319.09 21,832.95
22 Jan-98 21,832.95 5,125.95 321.69 5,447.64 16,707.00
23 Feb-98 16,707.00 3,965.66 244.41 4,210.07 12,741.34
24 Mar-98 12,741.34 2,967.47 168.93 3,136.40 9,773.87
25 Apr-98 9,773.67 2,956.36 142.63 3,098.99 6,817.51
26 May-98 6,817.51 2,167.96 105.88 2,273.84 4,649.55
27 Jun-98 4,649.55 1,665.64 76.32 1,741.96 2,983.91
28 Jul-98 2,983.91 1,617.43 50.37 1,667.80 1,366.48
29 Aug-98 1,366.48 1,326.73 33.40 1,360.13 39.75
30 Sep-98 39.75 39.75 15.30 55.05 (0.00)
31 Oct-98 (0.00) 0.00 0.43 0.43 (0.00)
819,009.75 66,447.18 885,456.93
Net Present Value 826,873.82
10.75% ============
Dealer
Distributor 1307
Rate 13.00%
Principal $ 563,007.28
NPV @ 10.75% $ 568,756.52
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 563,007.28
2 May-96 563,007.28 46,756.37 46,756.37 516,250.91
3 Jun-96 516,250.91 45,258.73 3,456.24 48,714.97 470,992.18
4 Jul-96 470,992.18 43,030.33 5,592.72 48,623.05 427,961.85
5 Aug-96 427,961.85 41,387.99 5,272.50 46,660.49 386,573.86
6 Sep-96 386,573.86 40,404.11 4,790.80 45,194.91 346,169.75
7 Oct-96 346,169.75 37,398.49 4,187.88 41,586.37 308,771.26
8 Nov-96 308,771.26 34,397.84 3,875.18 38,273.02 274,373.42
9 Dec-96 274,373.42 32,706.89 3,345.02 36,051.91 241,666.53
10 Jan-97 241,666.53 30,796.52 3,071.46 33,867.98 210,870.01
11 Feb-97 210,870.01 28,443.30 2,705.32 31,148.62 182,426.71
12 Mar-97 182,426.71 26,547.50 2,132.13 28,679.63 155,879.21
13 Apr-97 155,879.21 25,667.83 2,042.17 27,710.00 130,211.38
14 May-97 130,211.38 24,203.17 1,688.69 25,891.86 106,008.21
15 Jun-97 106,008.21 22,291.18 1,457.64 23,748.82 83,717.03
16 Jul-97 83,717.03 20,631.65 1,148.42 21,780.07 63,085.38
17 Aug-97 63,085.38 16,966.06 937.17 17,903.23 46,119.32
18 Sep-97 46,119.32 13,928.87 706.21 14,635.08 32,190.45
19 Oct-97 32,190.45 11,652.93 499.63 12,152.56 20,537.52
20 Nov-97 20,537.52 8,816.17 360.35 9,176.52 11,721.35
21 Dec-97 11,721.35 6,422.32 222.49 6,644.81 5,299.03
22 Jan-98 5,299.03 3,712.62 131.21 3,843.83 1,586.41
23 Feb-98 1,586.41 407.61 59.32 466.93 1,178.80
24 Mar-98 1,178.80 318.01 16.04 334.05 860.79
25 Apr-98 860.79 318.01 13.20 331.21 542.78
26 May-98 542.78 312.83 9.33 322.16 229.95
27 Jun-98 229.95 136.02 6.08 142.10 93.93
28 Jul-98 93.93 93.93 2.49 96.42 (0.00)
29 Aug-98 (0.00) 0.00 1.05 1.05 (0.00)
30 Sep-98 (0.00) 0.00 (0.00) (0.00) (0.00)
563,007.28 47,730.72 610,738.00
Net Present Value 568,756.52
10.75% ============
EL-R J Leasing Corp.
Johnson-Standley, CT
Dealer
Distributor 1309
Rate 12.00%
Principal $ 3,453,213.92
NPV @ 10.75% $ 3,467,412.29
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ -------------- -------------- -------------- -------------- --------------
1 Apr-96 3,453,213.92
2 May-96 3,453,213.92 291,692.31 291,692.31 3,161.521.81
3 Jun-96 3,161,521.61 282,751.83 19,568.21 302,320.04 2,878,769.78
4 Jul-96 2,878,769.78 275,697.93 31,615.22 307,313.15 2,603,071.85
5 Aug-96 2,603,071.85 265,210.79 29,747.29 294,958.08 2,337,861.06
6 Sep-96 2,337,861.06 247,949.22 26,898.41 274,847.63 2,089,911.84
7 Oct-96 2,089,911.84 226,089.89 23,378.61 249,468.50 1,863,821.95
8 Nov-96 1,863,821.95 220,355.61 21,595.76 241,951.37 1,643,466.34
9 Dec-96 1,643,466.34 197,565.60 18,638.22 216,203.82 1,445,900.74
10 Jan-97 1,445,900.74 181,601.39 16,982.49 198,583.88 1,264,299.35
11 Feb-97 1,264,299.35 170,440.19 14,940.97 185,381.16 1,093,859.16
12 Mar-97 1,093,859.16 158,650.32 11,800.13 170,450.45 935,208.84
13 Apr-97 935,208.84 144,941.37 11,303.21 156,244.58 790,267.47
14 May-97 790,267.47 137,393.20 9,352.09 146,745.29 652,874.27
15 Jun-97 652,874.27 121,566.41 8,166.10 129,732.51 531,307.86
16 Jul-97 531,307.86 111,881.41 6,528,74 118,410.15 419,426.45
17 Aug-97 419,426.45 99,097.48 5,490.18 104,587.66 320,328.97
18 Sep-97 320,328.97 84,334.33 4,334.07 88,668.40 235,994.64
19 Oct-97 235,994.64 69,047.73 3,203.29 72,251.02 166,946.91
20 Nov-97 166,946.91 59,482.42 2,438.61 61,921.03 107,484.49
21 Dec-97 107,464.49 45,862.20 1,669.47 47,531.67 61,602.29
22 Jan-98 61,602.29 24,649.38 1,110.47 25,759.85 36,952.91
23 Feb-98 36,952.91 10,014.45 636.56 10,651.01 26,938.46
24 Mar-98 26,938.46 8,945.07 344.89 9,289.96 17,993.39
25 Apr-98 17,993.39 6,854.08 278.36 7,132.44 11,139.31
26 May-98 11,139.31 3,689.08 179.93 3,869.01 7.450.23
27 Jun-98 7,450.23 2,252.63 115.11 2,367.74 5,197.60
28 Jul-98 5,197.60 1,765.93 74.50 1,840.43 3,431.67
29 Aug-98 3,431.67 1,765.93 53.71 1,819.64 1,665.74
30 Sept-98 1,665.74 730.38 34.32 764.70 935.36
31 Oct-98 935.36 712.50 16.66 729.16 222.86
32 Nov-98 222.85 117.72 9.67 127.39 105.14
33 Dec-98 105.14 105.14 2.23 107.37 (0.00)
34 Jan-99 (0.00) 0.00 1.09 1.09 (0.00)
3,453,213.92 270,508.55 3,723,722.47
Net Present Value 3,467,412.29
10.75% ============
Dealer
Distributor 1445
Rate 13.00%
Principal $ 995,858.16
NPV @ 10.75% $ 1,005,843.61
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- -------------- ------------
1 Apr-96 995,858.16
2 May-96 995,858.16 84,863.73 84,863.73 910,994.43
3 Jun-96 910,994.43 82,081.38 6,113.46 88,194.84 828,913.05
4 Jul-96 828,913.05 78,240.61 9,869.11 88,109.72 750,672.44
5 Aug-96 750,672.44 74,753.03 9,279.22 84,032.25 675,919.41
6 Sep-96 675,919.41 68,932.42 8,403.36 77,335.78 606,986.99
7 Oct-96 606,986.99 68,189.12 7,322.46 75,511.58 638,797.87
8 Nov-96 538,797.87 60,945.81 6,794.88 67,740.69 477,852.06
9 Dec-96 477,852.06 59,397.88 5,836.98 65,234.86 418,454.18
10 Jan-97 418,454.18 56,287.79 5.349.29 61,637.08 362,166.39
11 Feb-97 362,166.39 53,688.72 4,684.36 58,373.08 308,477.67
12 Mar-97 308,477.67 48,849.22 3,661.90 52,511.12 259,628.45
13 Apr-97 259,628.45 44,598.70 3,453.24 48,051.94 215,029.75
14 May-97 215,029.75 38,411.94 2,812.64 41,224.58 176,617.81
15 Jun-97 176,617.81 32,857.20 2,407.14 35,264.34 143,760.61
16 Jul-97 143,760.61 31,165.99 1,913.36 33,079.35 112,594.62
17 Aug-97 112,594.62 27,962.41 1,609.32 29,571.73 84,632.21
18 Sep-97 84,632.21 26,877.39 1,260.43 28,137.82 57,754.82
19 Oct-97 57,754.82 23,064.61 916.85 23,981.46 34,690.21
20 Nov-97 34,690.21 12,962.84 646.53 13,609.37 21,727.37
21 Dec-97 21,727.37 10,788.21 375.81 11,164.02 10,939.16
22 Jan-98 10,939.16 4,493.18 243.23 4,736.41 6,445.98
23 Feb-98 6,445.98 1,255.01 122.46 1,377.47 5,190.97
24 Mar-98 5,190.97 1,250.40 65.18 1,315.58 3,940.57
25 Apr-98 3,940.57 1,132.92 58.11 1,191.03 2,807.65
26 May-98 2,807.65 1,587.80 42.69 1,630.49 1,219.85
27 Jun-98 1,219.85 437.23 31.43 468.66 782.62
28 Jul-98 782.62 291.40 13.22 304.62 491.22
29 Aug-98 491.22 293.47 8.76 302.23 197.75
30 Sep-98 197.75 145.70 5.50 151.20 52.05
31 Oct-98 52.05 52.05 2.14 54.19 (0.00)
32 Nov-98 (0.00) 0.00 0.58 0.58 (0.00)
33 Dec-98 (0.00) 0.00 (0.00) (0.00) (0.00)
34 Oct-98 (0.00) 0.00 (0.00) (0.00) (0.00)
995,858.16 83,303.64 1,079,161.80
Net Present Value 1,005,843.61
10.75% ==============
Dealer
Distributor 1446
Rate 13.00%
Principal $ 884,342.45
NPV @ 10.75% $ 892,168.35
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 884,342.45
2 May-96 884,342.45 115,445.27 115,445.27 768,897.18
3 Jun-96 768,897.18 73,830.88 5,428.88 79,259.76 695,066.30
4 Jul-96 695,086.30 71,768.83 8,329.72 80,098.55 623,297.47
5 Aug-96 623,297.47 68,381.33 7,780.88 76,162.21 554,916.14
6 Sep-96 554,916.14 64,618.20 6,977.47 71,595.57 490,297.94
7 Oct-96 490,297.94 56,624.86 6,011.59 62,636.45 433,673.08
8 Nov-96 433,673.08 54,722.78 5,488.61 60,211.39 378,950.30
9 Dec-96 378,950.30 49,913.82 4,698.13 54,611.95 329,036.48
10 Jan-97 329,036.48 45,137.09 4,242.14 49,379.23 283,899.39
11 Feb-97 283,899.39 42,861.18 3,683.38 46,544.56 241,038.21
12 Mar-97 241,038.21 39,174.00 2,870.54 42,044.54 201,864.21
13 Apr-97 201,864.21 35,055.68 2,698.29 37,753.97 166,808.53
14 May-97 166,808.53 33,622.99 2,186.86 35,809.85 133,185.54
15 Jun-97 133,185.54 28,193.55 1,867.33 30,060.88 104,991.99
16 Jul-97 104,991.99 25,487.30 1,442.84 26,930.14 79,504.69
17 Aug-97 79,504.69 20,872.29 1,175.33 22,047.62 58,632.40
18 Sep-97 58,632.40 17,588.30 890.01 18,478.31 41,044.10
19 Oct-97 41,044.10 12,997.45 635.18 13,632.63 28,046.65
20 Nov-97 28,046.65 11,055.67 459.47 11,515.14 16,990.98
21 Dec-97 16,990.98 7,213.17 303.84 7,517.01 9,777.81
22 Jan-98 9,777.81 4,474.46 190.20 4,664.66 5,303.35
23 Feb-98 5,303.35 1,636.11 109.46 1,745.57 3,667.24
24 Mar-98 3,667.24 1,613.46 53.62 1,667.08 2,053.78
25 Apr-98 2,053.78 1,005.59 41.05 1,047.64 1,047.19
26 May-98 1,047.19 944.82 22.25 967.07 102.37
27 Jun-98 102.37 102.37 11.72 114.09 0.00
28 Jul-98 0.00 0.00 1.11 1.11 0.00
29 Aug-98 0.00 0.00 0.00 0.00 0.00
30 Sep-98 0.00 0.00 0.00 0.00 0.00
31 Oct-98 0.00 0.00 0.00 0.00 0.00
32 Nov-98 0.00 0.00 0.00 0.00 0.00
33 Dec-98 0.00 0.00 0.00 0.00 0.00
34 Jan-99 0.00 0.00 0.00 0.00 0.00
884,342.45 67,599.90 951,942.35
Net Present Value 892,168.35
10.75% ==========
Dealer
Distributor 2007
Rate 13.00%
Principal $ 775,067.87
NPV @ 10.75% $ 783,501.92
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 775,067.87
2 May-96 775,067.87 54,871.68 54,871.68 720,196.19
3 Jun-96 720,196.19 54,143.76 4,758.06 58,901.82 666,052.43
4 Jul-96 666,052.43 53,661.52 7,802.13 61,463.65 612,390.91
5 Aug-96 612,390.91 53,622.41 7,456.09 61,078.50 558,768.50
6 Sep-96 558,768.50 53,463.56 8,866.38 60,318.94 505,304.94
7 Oct-96 505,304.94 51,721.52 6,053.33 57,774.85 453,583.42
8 Nov-96 453,583.42 49,568.89 5,656.61 55,225.50 404,014.53
9 Dec-96 404,014.53 48,002.06 4,913.82 52,915.88 356,012.47
10 Jan-97 356,012.47 44,935.85 4,522.72 49,458.57 311,076.62
11 Feb-97 311,076.62 42,931.02 3,985.36 46,916.38 268,145.60
12 Mar-97 268,145.60 40,308.49 3,145.33 43,453.82 227,837.11
13 Apr-97 227,837.11 36,688.75 3,001.74 36,690.49 191,148.36
14 May-97 191,148.36 35,352.05 2,468.24 37,820.29 155,796.31
15 Jun-97 155,796.31 32,645.33 2,139.80 34,785.13 123,150.98
16 Jul-97 123,150.98 28,232.24 1,687.79 29,920.03 94,918.74
17 Aug-97 94,918.74 25,490.25 1,378.61 26,868.86 69,428.49
18 Sep-97 69,428.49 22,262.18 1,062.56 23,324.74 47,166.31
19 Oct-97 47,166.31 16,850.45 752.14 17,602.59 30,315.86
20 Nov-97 30,315.86 14,812.30 528.00 15,340.30 15,503.56
21 Dec-97 15,503.56 8,482.19 328.42 8,810.61 7,021.37
22 Jan-98 7,021.37 3,532.43 173.55 3,705.98 3,488.94
23 Feb-98 3,488.94 755.34 78.60 833.94 2,733.60
24 Mar-98 2,733.60 570.78 35.28 606.06 2,162.82
25 Apr-98 2,162.82 433.46 30.60 464.06 1,729.36
26 May-98 1,729.36 346.01 23.43 369.44 1,383.35
27 Jun-98 1,383.35 346.01 19.36 365.37 1,037.34
28 Jul-98 1,037.34 346.01 14.99 361.00 691.33
29 Aug-98 691.33 346.01 11.61 357.82 345.32
30 Sep-98 345.32 345.32 7.74 353.06 (0.00)
31 Oct-98 (0.00) 0.00 3.74 3.74 (0.00)
32 Nov-98 (0.00) 0.00 (0.00) (0.00) (0.00)
33 Dec-98 (0.00) 0.00 (0.00) (0.00) (0.00)
34 Jan-99 (0.00) 0.00 (0.00) (0.00) (0.00)
775,067.87 68,895.01 843,962.88
Net Present Value 783,501.92
10.75% ============
Dealer
Distributor 2242
Rate 13.00%
Principal $ 644,841.83
NPV @ 10.75% $ 651,451.89
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 644,841.83
2 May-96 644,841.83 56,963.50 56,963.50 587,878.33
3 Jun-96 587,878.33 55,715.20 3,958.61 59,673.81 532,163.13
4 Jul-96 532,163.13 51,562.61 6,368.68 57,931.29 480,600.52
5 Aug-96 480,600.52 46,836.84 5,957.27 52,794.11 433,763.68
6 Sep-96 433,763.68 43,663.88 5,380.08 49,043.94 390,099.80
7 Oct-96 390,099.80 40,073.47 4,699.11 44,772.58 350,026.33
8 Nov-96 350,026.33 38,872.04 4,366.95 43,238.99 311,154.29
9 Dec-96 311,154.29 37,181.62 3,791.95 40,973.57 273,972.67
10 Jan-97 273,972.67 35,243.83 3,483.20 38,726.83 238.729.04
11 Feb-97 238,729.04 32,159.98 3,066.97 35,226.95 206,569.06
12 Mar-97 206,569.06 29,463.88 2,413.82 31,877.70 177,105.18
13 Apr-97 177,105.18 27,464.28 2,312.43 29,776.69 149,640.92
14 May-97 149,640.92 26,408.64 1,918.64 28,327.28 123,232.28
15 Jun-97 123,232.28 23,671.30 1,675.15 26,346.45 99,560.98
16 Jul-97 99,560.98 20,172.77 1,335.02 21,507.79 79,388.21
17 Aug-97 79,388.21 17,549.88 1,114.53 18,664.41 61,838.33
18 Sep-97 61,838.33 14,889.37 888.71 15,778.08 46,948.96
19 Oct-97 46,948.96 13,179.53 669.92 13,849.45 33,769.43
20 Nov-97 33,769.43 12,188.30 525.57 12,713.87 21,581.13
21 Dec-97 21,581.13 9,173.00 365.84 9,538.84 12,408.13
22 Jan-98 12,408.13 5,488.24 241.59 5,729.83 6,919.89
23 Feb-98 6,919.89 1,809.18 138.90 1,948.08 5,110.71
24 Mar-98 5,110.71 1,536.74 69.97 1,606.71 3,573.97
25 Apr-98 3,573.97 987.30 57.21 1,044.51 2,586.67
26 May-98 2,586.67 609.50 38.72 648.22 1,977.17
27 Jun-98 1,977.17 604.45 28.96 633.41 1,372.72
28 Jul-98 1,372.72 609.57 21.42 630.99 763.15
29 Aug-98 763.15 377.35 15.37 392.72 385.80
30 Sep-98 385.80 384.71 8.54 393.25 1.09
31 Oct-98 1.09 1.09 4.18 5.27 (0.00)
32 Nov-98 (0.00) 0.00 0.01 0.01 (0.00)
33 Dec-98 (0.00) 0.00 (0.00) (0.00) (0.00)
34 Jan-99 (0.00) 0.00 (0.00) (0.00) (0.00)
644,841.83 54,917.27 699,759.10
Net Present Value 651,451.89
10.75% ============
Dealer
Distributor 2325
Rate 13.00%
Principal $ 505,176.66
NPV @ 10.75% $ 509,128.68
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 505,176.66
2 May-96 505,176.66 89,919.42 89,919.42 415,257.24
3 Jun-96 415,257.24 43,189.26 3,101.22 46,290.48 372,067.98
4 Jul-96 372,067.98 40,482.62 4,498.62 44,981.24 331,585.36
5 Aug-96 331,585.36 36,223.90 4,165.09 40,388.99 295,361.46
6 Sep-96 295,361.46 34,178.20 3,711.91 37,890.11 261,183.26
7 Oct-96 261,183.26 30,891.67 3,199.75 34,091.42 230,291.59
8 Nov-96 230,291.59 29,807.06 2,923.80 32,730.86 200,484.53
9 Dec-96 200,484.53 29,245.47 2,494.83 31,740.30 171,239.06
10 Jan-97 171,239.06 24,167.45 2,244.31 26,411.76 147,071.61
11 Feb-97 147,071.61 24,555.86 1,916.93 26,472.79 122,515.75
12 Mar-97 122,515.75 23,713.00 1,487.06 25,200.06 98,802.75
13 Apr-97 98,802.75 19,570.73 1,371.50 20,942.23 79,232.02
14 May-97 79,232.02 18,606.24 1,070.36 19,676.60 60,625.78
15 Jun-97 60,625.78 17,483.40 886.96 18,370.36 43,142.38
16 Jul-97 43,142.38 11,684.75 656.78 12,341.53 31,457.63
17 Aug-97 31,457.63 7,338.13 482.95 7,821.08 24,119.50
18 Sep-97 24,119.50 6,272.85 352.15 6,625.00 17,846.65
19 Oct-97 17,846.65 4,216.32 261.29 4,477.61 13,630.33
20 Nov-97 13,630.33 3,366.93 199.78 3,566.71 10,263.40
21 Dec-97 10,263.40 3,860.98 147.66 4,008.64 6,402.42
22 Jan-98 6,402.42 2,892.23 114.89 3,007.12 3,510.19
23 Feb-98 3,510.19 1,215.65 71.67 1,287.32 2,294.54
24 Mar-98 2,294.54 569.21 35.49 604.70 1,725.33
25 Apr-98 1,725.33 569.21 25.69 594.90 1,158.12
26 May-98 1,156.12 663.87 18.69 682.56 492.25
27 Jun-98 492.25 492.25 12.94 505.19 (0.00)
28 Jul-98 (0.00) 0.00 5.33 5.33 (0.00)
29 Aug-98 (0.00) 0.00 (0.00) (0.00) (0.00)
30 Sep-98 (0.00) 0.00 (0.00) (0.00) (0.00)
31 Oct-98 (0.00) 0.00 (0.00) (0.00) (0.00)
32 Nov-98 (0.00) 0.00 (0.00) (0.00) (0.00)
33 Dec-98 (0.00) 0.00 (0.00) (0.00) (0.00)
34 Jan-99 (0.00) 0.00 (0.00) (0.00) (0.00)
505,176.66 35,457.68 540,634.34
Net Present Value 509,128.68
10.75% ============
Dealer
Distributor 2326
Rate 13.00%
Principal $ 245,260.95
NPV @ 10.75% $ 247,280.34
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ -------------- ------------ ----------- ------------ ------------
1 Apr-96 245,280.95
2 May-96 245,260.95 40,726.52 40,726.52 204,534.43
3 Jun-96 204,534.43 20,637.08 1,505.63 22,142.71 183,897.35
4 Jul-96 183,897.35 19,543.87 2,215.79 21,759.66 164,353,48
5 Aug-96 164,353.48 18,103.52 2,058.63 20,162.15 146,249.96
6 Sep-95 146,249.96 17,323.48 1,839.85 19,163.33 128,926.48
7 Oct-96 128,926.48 15,838.03 1,584.37 17,422.40 113,088.45
8 Nov-96 113,088.45 15,188.18 1,443.28 16,631.44 97,900.27
9 Dec-96 97,900.27 14,278.72 1,225.12 15,503.84 83.621.55
10 Jan-97 83,621.55 12,571.70 1,095.94 13,667.64 71,049.85
11 Feb-97 71,049.85 10,933.95 936.10 11,870.05 60,115.90
12 Mar-97 60,115.90 9,989.46 718.39 10,707.85 50,126.44
13 Apr-97 50,126.44 8,655.94 672.96 9,328.90 41,470.50
14 May-97 41,470.50 7,769.79 543.04 8,312.83 33,700.71
15 Jun-97 33,700.71 5,719.41 464.24 6,183.65 27,981.30
16 Jul-97 27,981.30 5,338.89 365.09 5,703.98 22,642.41
17 Aug-97 22,642.41 5,238.85 313.24 5,552.09 17,403.56
18 Sep-97 17,403.56 4,499.19 253.47 4,752.66 12,904.37
19 Oct-97 12,904.37 4,193.23 188.54 4,381.77 8,711.14
20 Nov-97 8,711.14 3,317.8 144.46 3,462.34 5,393.26
21 Dec-97 5,393.26 2,252.94 94.37 2,347.31 3,140.32
22 Jan-98 3,140.32 1,406.16 60.37 1,466.53 1,734.16
23 Feb-98 1,734.16 235.19 35.15 270.34 1,498.97
24 Mar-98 1,498.97 232.79 17.53 250.32 1,266.18
25 Apr-98 1,265.18 232.79 16.78 249.57 1,033.39
26 May-98 1,033.39 232.79 13.72 246.51 800.60
27 Jun-98 800.60 232.79 11.57 244.36 567.81
28 Jul-98 567.81 232.79 8.67 241.46 335.02
29 Aug-98 335.02 232.79 6.36 239.15 102.23
30 Sep-98 102.23 102-23 3.75 105.98 (0.00)
31 Oct-98 (0.00) 0.00 1.11 1.11 (0.00)
32 Nov-98 (0.00) 0.00 (0.00) (0.00) (0.00)
33 Dec-98 (0.00) 0.00 (0.00) (0.00) (0.00)
34 Jan-99 (0.00) 0.00 (0.00) (0.00) (0.00)
245,260.95 17,837.50 263,098.45
Net Present Value 247,280.34
10.75% ============
Dealer
Distributor 2341
Rate 13.00%
Principal $ 958,462.05
NPV @ 10.75% $ 968,531.51
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- -------------- ------------
1 Apr-96 958,462.05
2 May-96 958,462.05 75,871.40 75,871.40 882,590.65
3 Jun-96 882,590.65 75,087.63 5,883.89 80,971.52 807,503.02
4 Jul-96 807,503.02 72,756.26 9,561.40 82,317.66 734,746.76
5 Aug-96 734,748.76 69,553.33 9,039.55 78,592.88 665,193.43
6 Sep-96 665,193.43 67,242.65 8,225.08 75,467.73 597,950.78
7 Oct-96 597,950.78 63,893.01 7,206.26 71,099.27 534,057.77
8 Nov-96 534,057.77 60,022.41 6,693.73 66,716.14 474,035.36
9 Dec-96 474,035.36 58,036.37 5,785.63 63.822.00 415,998.99
10 Jan-97 415,998.99 53,579.14 5,306.56 58,885.70 362,419.85
11 Feb-97 362,419.85 48,820.84 4,656.88 53,477.72 313,599.01
12 Mar-97 313,599.01 46,007.20 3,664.47 49,871.67 267,591.81
13 Apr-97 267,591.81 40,728.28 3,510.57 44,238.83 226,863.55
14 May-97 226,863.55 38,948.32 2,898.91 41,847.23 187,915.23
15 Jun-97 187,915.23 35,132.63 2,539.61 37,672.24 152,782.60
16 Jul-97 152,782.60 33,717.00 2,035.75 35,752.75 119,065.60
17 Aug-97 119,065.60 28,930.89 1,710.32 30,641.21 90,134.71
18 Sep-97 90,134.71 25,414.55 1,332.87 26,747.42 64,720.18
19 Oct-97 84,720.16 19,520.22 976.46 20,496.68 45,199.94
20 Nov-97 45,199.94 15,441.42 724.51 16,165.93 29,758.52
21 Dec-97 29,758.52 12,438.29 489.67 12,927.96 17,320.23
22 Jan-98 17,320.23 8,739.86 333.13 7,072.99 10,580.37
23 Feb-98 10,580.37 3,071.22 193.89 3,285.11 7,509.15
24 Mar-98 7,509.15 2,814.87 106.98 2,921.65 4,694.48
25 Apr-98 4,694.48 2,172.83 84.06 2,256.59 2,521.65
26 May-98 2,521.65 1,035.68 50.86 1,086.54 1,485.97
27 Jun-98 1,485.97 1,039.96 28.23 1,068.19 446.01
28 Jul-98 446.01 446.01 16.10 462.11 0.00
29 Aug-98 0.00 0.00 4.99 4.99 0.00
30 Sep-98 0.00 0.00 0.00 0.00 0.00
31 Oct-98 0.00 0.00 0.00 0.00 0.00
32 Nov-98 0.00 0.00 0.00 0.00 0.00
33 Dec-98 0.00 0.00 0.00 0.00 0.00
34 Jan-99 0.00 0.00 0.00 0.00 0.00
958,462.05 83,060,34 1,041,522.39
Net Present Value 968,531.51
10.75% ==============
Dealer
Distributor 2540
Rate 13.00%
Principal $ 1,172,277.04
NPV @ 10.75% $ 1,182,357.29
BEGINNING PRINCIPAL INTEREST TOTAL
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS
------ ---------------- ---------------- ----------- ----------------
1 Apr-96
2 May-96 1,172,277.04 177,998.24 177,998.24
3 Jun-96 994,278.80 94,410.47 7,196.48 101,606.95
4 Jul-96 899,868.33 88,908.47 10,771.35 99,679.82
5 Aug-96 810,959.86 83,920.68 10,073.53 93,994.21
6 Sep-96 727,039.18 80,926.36 9,078.25 90,004.61
7 Oct-96 648,112.62 77,488.55 7,876.26 85,364.81
8 Nov-96 568,624.27 73,082.09 7,232.87 80,314.96
9 Dec-96 495,542.18 66,772.20 6,160.10 72,932.30
10 Jan-97 428,769.98 60,884.17 5,547.32 66,431.49
11 Feb-97 367,885.81 56,234.70 4,798.84 61,034.54
12 Mar-97 311,651.11 51,594.20 3,719.73 55,313.93
13 Apr-97 260,056.91 45,505.98 3,488.76 48,994.74
14 May-97 214,550.93 41,636.97 2,817.28 44,454.25
15 Jun-97 172,913.96 38,535.75 2,401.78 40,937.53
16 Jul-97 134,378.21 34,677.02 1,873.23 36,550.25
17 Aug-97 99,701.19 28,569.02 1,504.29 30,073.31
18 Sep-97 71,132.17 22,182.83 1,116.10 23,298.93
19 Oct-97 48,949.34 15,113.11 770.60 15,883.71
20 Nov-97 33,836.23 13,698.99 547.96 14,246.95
21 Dec-97 20,137.24 10,228.12 366.56 10,594.68
22 Jan-98 9,909.12 5,328.35 225.43 5,553.78
23 Feb-98 4,580.77 1,429.11 110.93 1,540.04
24 Mar-98 3,151.66 1,153.28 46.32 1,199.60
25 Apr-98 1,998.38 658.26 35.28 693.54
26 May-98 1,340.12 652.17 21.65 673.82
27 Jun-98 687.95 472.05 15.00 487.05
28 Jul-98 215.90 209.60 7.45 217.05
29 Aug-98 6.30 6.30 2.42 8.72
30 Sep-98 (0.00) 0.00 0.07 0.07
31 Oct-98 (0.00) 0.00 (0.00) (0.00)
32 Nov-98 (0.00) 0.00 (0.00) (0.00)
33 Dec-98 (0.00) 0.00 (0.00) (0.00)
34 Jan-99 (0.00) 0.00 (0.00) (0.00)
1,172,277.04 87,806.83 1,260,083.87
Net Present Value 1,182,357.29
10.75% ================
ENDING
PRINCIPAL
----------------
1 1,172,277.04
2 994,278.80
3 899.868.33
4 810,959.88
5 727,039.18
6 646,112.82
7 568,524.27
8 495,542.18
9 428,769.98
10 367,885.81
11 311,651.11
12 260,056.91
13 214,550.93
14 172,913.96
15 134,378.21
16 99,701.19
17 71,132.17
18 48,949.34
19 33,836.23
20 20,137.24
21 9,909.12
22 4,580.77
23 3,151.68
24 1,998.38
25 1,340.12
26 687.95
27 215.90
28 6.30
29 (0.00)
30 (0.00)
31 (0.00)
32 (0.00)
33 (0.00)
34 (0.00)
Net Present Value
10.75%
Dealer
Distributor 2625
Rate 13.00%
Principal $ 752,239.90
NPV @ 10.75% $ 759,725.86
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 752,239.90
2 May-96 752,239.90 66,138.79 66,138.79 686,101.11
3 Jun-96 686,101.11 63,424.47 4,617.92 68,042.39 622,676.64
4 Jul-96 622,676.64 60,541.88 7,432.78 67,974.64 562,134.78
5 Aug-96 562,134.78 56,685.33 6,970.52 63,655.85 505,449.43
6 Sep-96 505,449.43 54,458.82 6,292.79 60,751.61 450,990.61
7 Oct-96 450,990.61 50,593.44 5,475.70 56,069.14 400,397.17
8 Nov-96 400,397.17 47,653.53 5,048.59 52,702.12 352,743.64
9 Dec-96 352,743.64 46,054.94 4,337.64 50,392.58 306,688.70
10 Jan-97 306,688.70 40,663.82 3,948.77 44,612.59 266,024.88
11 Feb-97 266,024.88 38,308,11 3,433.21 41,741.32 227,716.77
12 Mar-97 227,716.77 34,588.33 2,689.81 37,278.14 193,128.44
13 Apr-97 193,128.44 31,219.62 2,549.16 33,768.78 161,908.82
14 May-97 161,908.82 28,516.43 2,092.22 30,608.65 133,392.39
15 Jun-97 133,392.39 25,566.02 1,812.48 27,378.50 107,826.37
16 Jul-97 107,826.37 22,231.43 1,445.08 23,676.51 85,594.94
17 Aug-97 85,594.94 18,822.86 1,207.08 20,029.92 66,772.08
18 Sep-97 66,772.08 16,496.12 958.19 17,454.31 50,275.96
19 Oct-97 50,275.96 14,427.41 723.36 15,150.77 35,848.55
20 Nov-97 35,848.55 13,410.19 562.81 13,973.00 22,438.36
21 Dec-97 22,438.36 10,079.12 388.36 10,467.48 12,359.24
22 Jan-98 12,359.24 4,664.43 251.18 4,915.61 7,694.81
23 Feb-98 7,694.81 1,977.17 138.35 2,115.52 5,717.64
24 Mar-98 5,717.64 1,962.49 77.80 2,040.29 3,755.15
25 Apr-98 3,755.15 1,829.30 64.01 1,893.31 1,925.85
26 May-98 1,925.85 482.01 40.88 522.69 1,443.84
27 Jun-98 1,443.84 383.56 21.56 405.12 1,060.28
28 Jul-98 1,060.28 383.56 15.64 399.20 676.72
29 Aug-98 676.72 390.91 11.87 402.78 285.81
30 Sep-98 285.81 140.73 7.58 148.31 145.08
31 Oct-98 145.08 144.18 3.10 147.28 0.90
32 Nov-98 0.90 0.90 1.62 2.52 0.00
33 Dec-98 0.00 0.00 0.01 0.01 0.00
34 Jan-99 0.00 0.00 0.00 0.00 0.00
752,239.90 62,619.83 814,859.73
Net Present Value 759,725.86
10.75% ============
Class H. Inc.
Dealer
Distributor
Rate 13.00%
Principal $ 56,048.04
NPV @ 10.75% $ 56,851.65
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 56,048.04
2 May-96 56,048.04 2,802.40 2,802.40 53,245.64
3 Jun-96 53,245.64 2,802.40 344.07 3,148.47 50,443.24
4 Jul-96 50,443.24 2,802.40 576.83 3,379.23 47,640.84
5 Aug-96 47,640.84 2,802.40 564.68 3,367.08 44,838.44
6 Sep-96 44,838.44 2,802.40 533.31 3,335.71 42.036.04
7 Oct-96 42,036.04 2,802.40 485.75 3,288.15 39,233.64
8 Nov-96 39,233.64 2,802.40 470.57 3,272.97 36,431.24
9 Dec-96 36,431.24 2,802.40 425.03 3,227.43 33,628.84
10 Jan-97 33,628.84 2,802.40 407.83 3,210.23 30,826.44
11 Feb-97 30,826.44 2,802.40 376.46 3,178.86 28,024.04
12 Mar-97 26,024.04 2,802.40 311.69 3,114.09 25,221.64
13 Apr-97 25,221.64 2,802.40 313.71 3,116.11 22,419.24
14 May-97 22,419.24 2,802.40 273.23 3,075.63 19,616.84
15 Jun-97 19,616.84 2,802.40 250.97 3,053.37 16,814.44
16 Jul-97 16,814.44 2,802.40 212.52 3,014.92 14,012.04
17 Aug-97 14,012.04 2,802.40 188.23 2,990.63 11,209.64
18 Sep-97 11,209.64 2,802.40 156.88 2,959.26 8,407.24
19 Oct-97 8,407.24 2,802.40 121.44 2,923.84 5,604.84
20 Nov-97 5,604.84 2,802.40 94.11 2,896.51 2,802.44
21 Dec-97 2,802.44 2,802.44 60.72 2,883.16 0.00
22 Jan-98 0.00 0.00 31.37 31.37 0.00
23 Feb-98 0.00 0.00 0.00 0.00 0.00
24 Mar-98 0.00 0.00 0.00 0.00 0.00
25 Apr-98 0.00 0.00 0.00 0.00 0.00
26 May-98 0.00 0.00 0.00 0.00 0.00
27 Jun-98 0.00 0.00 0.00 0.00 0.00
28 Jul-98 0.00 0.00 0.00 0.00 0.00
56,048.04 6,199.38 52,247.42
Net Present Value 56,851.65
10.75% ============
Mimark Enterprises
Rate 13.00%
Principal $ 71,262.46
NPV @ 10.75% $ 72,279.59
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ----------- ----------- ---------- ------------ ------------
1 Apr-96 71,262.46
2 May-96 71,262.46 3,577.22 3,577.22 67,685.24
3 Jun-96 67,685.24 3,577.22 437.47 4,014.69 64,108.02
4 Jul-96 64,108.02 3,577.22 733.26 4,310.48 60,530.80
5 Aug-96 60,530.80 3,577.22 717.65 4,294.87 56,953.58
6 Sep-96 56,953.58 3,577.22 677.61 4,254.83 53,376.36
7 Oct-96 53,376.36 3,577.22 617.00 4,194.22 49,799.14
8 Nov-96 49,799.14 3,577.22 597.52 4,174.74 46,221.92
9 Dec-96 46,221.92 3,577.22 539.49 4,116.71 42,644.70
10 Jan-97 42,644.70 3,577.22 517.43 4,094.65 39,067.48
11 Feb-97 39,067.48 3,577.22 477.38 4,054.60 35,490.26
12 Mar-97 35,490,26 3,577.22 395.02 3,972.24 31,913.04
13 Apr-97 31,913.04 3,577.22 397.29 3,974.51 28,335.82
14 May-97 28,335.82 3,577.22 345.72 3,922.94 24,758.60
15 Jun-97 24,758.60 3,577.22 317.20 3,894.42 21,181.38
16 Jul-97 21,181.38 3,577.22 268.22 3,845.44 17,604.16
17 Aug-97 17,604.16 3,577.22 237.11 3,814.33 14,026.94
18 Sep-97 14,026.94 3,577.22 197.07 3,774.29 10,449.72
19 Oct-97 10,449.72 3,577.22 151.96 3,729.18 6,872.50
20 Nov-97 6,872.50 3,577.22 116.98 3,694.20 3,295.28
21 Dec-97 3,295.28 3,295.28 74.45 3,369.73 0.00
22 Jan-98 0.00 0.00 36.89 36.89 0.00
23 Feb-98 0.00 0.00 0.00 0.00 0.00
24 Mar-98 0.00 0.00 0.00 0.00 0.00
25 Apr-98 0.00 0.00 0.00 0.00 0.00
26 May-98 0.00 0.00 0.00 0.00 0.00
27 Jun-98 0.00 0.00 0.00 0.00 0.00
28 Jul-98 0.00 0.00 0.00 0.00 0.00
29 Aug-98 0.00 0.00 0.00 0.00 0.00
71,262.46 7,852.73 79,115.19
Net Present Value 72,279.59
10.75% ============
McCabe Enterprises
Rate 13.00%
Principal $ 425,643.01
NPV @ 10.75% $ 430,258.73
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ------------ ------------ ------------
1 Apr-96 425,643.01
2 May-96 425,643.01 27,232.19 27,232.19 398,410.82
3 Jun-96 398,410.82 27,232.19 2,612.98 29,845.17 371,178.63
4 Jul-96 371,178.83 27,232.19 4,316.12 31,548.31 343,946.44
5 Aug-96 343,946.44 27,232.19 4,155.14 31,387.33 316,714.25
6 Sep-96 316,714.25 27,232.19 3,850.29 31,082.48 289,482.06
7 Oct-96 289,482.06 27,232.19 3,431.07 30,663.26 262,249.87
8 Nov-96 262,249.87 27,232.19 3,240.59 30,472.78 235,017.68
9 Dec-96 235,017.68 27,232.19 2,841.04 30,073.23 207,785.49
10 Jan-97 207,785.49 27,232.19 2,630.89 29,863.08 180,553.30
11 Feb-97 180,553.30 27,232.19 2,326.04 29,558.23 153,321.11
12 Mar-97 153,321.11 27,232.19 1,825.59 29,057.78 126,088.92
13 Apr-97 126,088.92 27,232.19 1,716.34 28,948.53 98,856.73
14 May-97 98,856.73 27,232.19 1,365.96 28,598.15 71,624.54
15 Jun-97 71,624.54 27,232.19 1,106.65 28,338.84 44,392.35
16 Jul-97 44,392.35 9,575.04 775.93 10,350.97 34,817.31
17 Aug-97 34,817.31 9,575.04 496.95 10,071.99 25,242.27
18 Sep-97 25,242.27 9,348.58 389.76 9,738.34 15,893.69
19 Oct-97 15,893.69 6,711.59 273.46 6,985.05 9,182.10
20 Nov-97 9,182.10 5,523.99 177.92 5,701.91 3,658.11
21 Dec-97 3,658.11 3,658.11 99.47 3,757.58 0.00
22 Jan-98 0.00 0.00 40.95 40.95 0.00
23 Feb-98 0.00 0.00 0.00 0.00 0.00
24 Mar-98 0.00 0.00 0.00 0.00 0.00
25 Apr-98 0.00 0.00 0.00 0.00 0.00
26 May-98 0.00 0.00 0.00 0.00 0.00
27 Jun-98 0.00 0.00 0.00 0.00 0.00
28 Jul-98 0.00 0.00 0.00 0.00 0.00
29 Aug-98 0.00 0.00 0.00 0.00 0.00
425,643.01 37,673.13 483,316.16
Net Present Value 430,258.73
10.75% ============
Rose Development Corp
Rate 13.00%
Principal $ 1,031,298.20
NPV @ 10.75% $ 1,042,437.12
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ -------------- -------------- ----------- -------------- --------------
1 Apr-96 1,031,298.20
2 May-96 1,031,298.20 103,490.27 103,490.27 927,807.93
3 Jun-96 927,807.93 74,971.32 6,331.03 81,302.35 852,836.61
4 Jul-96 852,836.61 74,971.32 10,051.26 85,022.57 777,865.29
5 Aug-96 777,865.29 74,971.32 9,547.03 84,518.35 702,893.97
6 Sep-96 702,893.97 60,711.85 8,707.77 69,419.62 642,182.12
7 Oct-96 642,182.12 60,711.85 7,614.68 68,326.53 581,470.27
8 Nov-96 581,470.27 60,711.85 7,188.87 67,900.72 520,758.42
9 Dec-96 520,758.42 51,205.53 6,299.26 57,504.79 469,552.89
10 Jan-97 469,552.89 51,205.53 5,829.60 57,035.13 418,347.36
11 Feb-97 418,347.36 51,205.53 5,256.38 56,461.91 367,141.83
12 Mar-97 367,141.83 44,075.79 4,229.96 48,305.75 323,066.04
13 Apr-97 323,066.04 44,075.79 4,109.95 48,185.74 278,990.25
14 May-97 278,990.25 44,075.79 3,499.88 47,575.67 234,914.46
15 Jun-97 234,914.46 38,372.01 3,123.14 41,495.15 196,542.45
16 Jul-97 196,542.45 38,372.01 2,544.91 40,916.92 158,170.44
17 Aug-97 158,170.44 38,372.01 2,200.18 40,572.19 119,798.43
18 Sep-97 119,798.43 33,618.85 1,770.63 35,389.48 86,179.58
19 Oct-97 86,179.58 33,618.85 1,297.82 34,916.67 52,560.73
20 Nov-97 52,560.73 33,618.85 964.73 34,583.58 18,941.88
21 Dec-97 18,941.88 18,941.88 569.41 19,511.29 (0.00)
22 Jan-98 (0.00) 0.00 212.04 212.04 (0.00)
23 Feb-98 (0.00) 0.00 (0.00) (0.00) (0.00)
24 Mar-98 (0.00) 0.00 (0.00) (0.00) (0.00)
25 Apr-98 (0.00) 0.00 (0.00) (0.00) (0.00)
26 May-98 (0.00) 0.00 (0.00) (0.00) (0.00)
27 Jun-98 (0.00) 0.00 (0.00) (0.00) (0.00)
28 Jul-98 (0.00) 0.00 (0.00) (0.00) (0.00)
29 Aug-98 (0.00) 0.00 (0.00) (0.00) (0.00)
1,031,298.20 91,348.53 1,122,646.73
Net Present Value 1,042,437.12
10.75% ==============
ABC
Rate 13.25%
Principal $ 365,855.41
NPV @ 10.75% $ 376,765.48
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ----------- ----------- ------------ ------------
1 Apr-96 0 365,855.41
2 May-96 365,855.41 10,453.01 10,453.01 355,402.40
3 Jun-96 355,402.40 10,453.01 2,289.14 12,742.15 344,949.39
4 Jul-96 344,949.39 10,453.01 3,924.23 14,377.24 334,496.38
5 Aug-96 334,496.38 10,453.01 3,935.78 14,388.79 324,043.37
6 Sep-96 324,043.37 10,453.01 3,816.51 14,269.52 313,590.36
7 Oct-96 313,590.36 10,453.01 3,577.98 14,030.99 303,137.35
8 Nov-96 303,137.35 10,453.01 3,577.98 14,030.99 292,684.34
9 Dec-96 292,684.34 10,453.01 3,347.14 13,800.15 282,231.33
10 Jan-97 282,231.33 10,453.01 3,339.45 13,792.46 271,778.32
11 Feb-97 271,778.32 10,453.01 3,220.18 13,673.19 261,325.31
12 Mar-97 261,325.31 10,453.01 2,800.83 13,253.84 250,872.30
13 Apr-97 250,872.30 10,453.01 2,981.85 13,434.66 240,419.29
14 May-97 240,419.29 10,453.01 2,770.05 13,223.06 229,966.28
15 Jun-97 229,966.28 10,453.01 2,743.12 13,196.13 219,513.27
16 Jul-97 219,513.27 10,453.01 2,539.21 12,992.22 209,060.26
17 Aug-97 209,060.26 10,453.01 2,504.59 12,957.60 198,607.25
18 Sep-97 198,607.25 10,453.01 2,385.32 12,838.33 188,154.24
19 Oct-97 188,154.24 10,453.01 2,192.96 12,645.97 177,701.23
20 Nov-97 177,701.23 10,453.01 2,146.79 12,599.80 167,248.22
21 Dec-97 167,248.22 10,453.01 1,962.12 12,415.13 156,795.21
22 Jan-98 156,795.21 10,453.01 1,908.26 12,381.27 146,342.20
23 Feb-98 146,342.20 10,453.01 1,788.99 12,242.00 135,889.19
24 Mar-98 135,889.19 10,453.01 1,508,14 11,981.15 125,436.18
25 Apr-98 125,436.18 10,453.01 1,550,46 12,003.47 114,983.17
26 May-98 114,983.17 10,453.01 1,385.02 11,838.03 104,530.16
27 Jun-98 104,530.16 10,453.01 1,311.93 11,764.94 94,077.15
28 Jul-98 94,077.15 10,453.01 1,154.19 11,607.20 83,624.14
29 Aug-98 83,624.14 10,453.01 1,073.39 11,526.40 73,171.13
30 Sep-98 73,171.13 10,453.01 954.13 11,407.14 62,718.12
31 Oct-98 62,718.12 10,453.01 807.93 11,260.94 52,265.11
32 Nov-98 52,265.11 10,453.01 715.60 11,168.61 41,812.10
33 Dec-98 41,812.10 10,453.01 577.09 11,030.10 31,359.09
34 Jan-99 31,359.09 10,453.01 477.08 10,930.07 20,906.08
35 Feb-99 20,906.08 10,453.01 357.80 10,810.81 10,453.07
36 Mar-99 10,453.07 10,453.07 215.45 10,668.52 0.00
119.27 119.27 0.00
365,855.41 71,959.71 437,815.12
Net Present Value 376,765.48
10.75% ============
Dancorp
Rate 14.25%
Principal $ 255,857.66
NPV @ 10.75% $ 265.931.26
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 0 255,857.66
2 May-96 255,857.66 7,955.55 7,995.55 247,862.11
3 Jun-96 247,862.11 7,995.55 1,721.71 9,717.26 239,868.56
4 Jul-96 239,866.56 7,995.55 2,943.36 10,938.91 231,871.01
5 Aug-96 231,871.01 7,995.55 2,943.36 10,938.91 223,875.46
6 Sep-96 223.875.46 7,995.55 2,845.25 10,840.80 215,879.91
7 Oct-96 215,879.91 7,995.55 2,658.52 10,654.07 207,884.36
8 Nov-96 207,884.36 7,995.55 2,649.03 10,644.58 199,888.81
9 Dec-96 199,888.51 7,995.55 2,468.63 10,464.18 191,893.26
10 Jan-97 191,893.26 7,995.55 2,452.80 10,448.35 183,897.71
11 Feb-97 183,897.71 7,995.55 2,354.69 10,350.24 175,902.16
12 Mar-97 175,902.16 7,995.55 2,038.20 10,033.75 167,906.61
13 Apr-97 167,906.61 7,995.55 2,158.47 10,154.02 159,911.06
14 May-97 159,911.06 7,995.55 1,993.89 9,969.44 151,915.51
15 Jun-97 151,915.51 7,995.55 1,962.24 9,957.79 143,919.96
16 Jul-97 143,919.96 7,995.55 1,804.00 9,799.56 135,924.41
17 Aug-97 135,924.41 7,995.55 1,766.02 9,761.57 127,928.86
18 Sep-97 127,928.86 7,995.55 1,667.91 9,663.46 119,933.31
19 Oct-97 119,933.31 7,995.55 1,519.16 9,514.71 111,937.76
20 Nov-97 111,937.76 7,995.55 1,471.68 9,467.23 103,942.21
21 Dec-97 103,942.21 7,995.55 1,329,25 9,324.81 95,946.66
22 Jan-98 95,946.66 7,995.55 1,275.46 9,271.01 87,951.11
23 Feb-98 87,951.11 7,995.55 1,177.35 9,172.90 79,955.56
24 Mar-98 79,955.58 7,995.55 974.79 8,970.34 71,960.01
25 Apr-98 71,960.01 7,995.55 981.12 8,976.67 63,964.46
26 May-98 63,964.46 7,995.55 854.53 8,850.08 55,968.91
27 Jun-98 55,968.91 7,995.55 784.90 8,780.45 47,973.36
28 Jul-98 47,973.38 7,995.55 664.63 8,660.18 39,977.81
29 Aug-98 39,977.81 7,995.55 588.67 8,584.22 31,982.26
30 Sep-98 31,982.26 7,995.55 490.56 8,486.11 23,986.71
31 Oct-98 23,986.71 7,995.55 379.79 8,375.34 15,991.16
32 Nov-98 15,991.16 7,995.55 294.34 8,289.89 7,995.61
33 Dec-98 7,995.61 7,995.61 189.90 8,185.51 0.00
34 Jan-99 0.00 0 98.11 98.11 0.00
35 Feb-99 0.00 0 0.00 0.00 0.00
36 Mar-99 0.00 0 0.00 0.00 0.00
0.00 0.00 0.00
355,857.66 49,502.31 305,359.97
Net Present Value 265,931.26
10.75% ============
H&M TV
Rate 14.25%
Principal $ 500,235.14
NPV @ 10.75% $ 521,146.72
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ------------ ------------ ------------
1 Apr-96 0 500,235.14
2 May-96 500,235.14 14,712.79 14,712.79 485,522.35
3 Jun-96 485,522.35 14,712.79 3,366.17 18,078.96 470,809.56
4 Jul-96 470,809.56 14,712.79 5,765.58 20,478.37 456,096.77
5 Aug-96 456,096.77 14,712.79 5,777.23 20,490.02 441,383.98
6 Sep-96 441,383.98 14,712.79 5,596.69 20,309.48 426,671.19
7 Oct-96 426,671.19 14,712.79 5,241.43 19,954.22 411,958.40
8 Nov-96 411,958.40 14,712.79 5,236.61 19,948.40 397,245.61
9 Dec-96 397,245.61 14,712.79 4,892.01 19,604.80 382.532.82
10 Jan-97 382,532.82 14,712.79 4,874.53 19,587.32 367,820.03
11 Feb-97 367,820.03 14,712.79 4,694.00 19,406.79 353,107.24
12 Mar-97 353,107.24 14,712.79 4,076.67 18,789.46 338,394.45
13 Apr-97 338,394.45 14,712.79 4,332.92 19,045.71 323,681.66
14 May-97 323,681.66 14,712.79 4,018.43 18,731.22 308,968.87
15 Jun-97 308,968.87 14,712.79 3,971.84 18,684.63 294,256.08
16 Jul-97 294,256.08 14,712.79 3,669.01 18,381.80 279,543.29
17 Aug-97 279,543.29 14,712.79 3,610.77 18,323.56 264,830.50
18 Sep-97 264,830.50 14,712.79 3,430.23 18,143.02 250,117.71
19 Oct-97 250,117.71 14,712.79 3,144.86 17,857.65 235,404.92
20 Nov-97 235,404.92 14,712.79 3,069.15 17,781.94 220,692.13
21 Dec-97 220,692.13 14,712.79 2,795.43 17,508.22 205,979.34
22 Jan-98 205,979.34 14,712.79 2,708.08 17,420.87 191,266.55
23 Feb-98 191,266.55 14,712.79 2,527.54 17,240.33 176,553.76
24 Mar-98 176,553.76 14,712.79 2,119.87 16,832.66 161,840.97
25 Apr-98 161,540.97 14,712.79 2,166.46 16,879.25 147,128.18
26 May-98 147,128.18 14,712.79 1,921.86 16,634.65 132,415.39
27 Jun-98 132,415.39 14,712.79 1,805.39 16,518.18 117,702.60
28 Jul-98 117,702.60 14,712.79 1,572.43 16,285.22 102,989.81
29 Aug-98 102,989.81 14,712.79 1,444.31 16,157.10 88,277.02
30 Sep-98 88,277.02 14,712.79 1,263.77 15,976.56 73,564.23
31 Oct-98 73,564.23 14,712.79 1,048.29 15,761.08 58,851.44
32 Nov-98 58,851.44 14,712.79 902.69 15,615.48 44,138.65
33 Dec-98 44,138.65 14,712.79 698.86 15,411.65 29,425.86
34 Jan-99 29,425.86 14,712.79 541.62 15,254.41 14,713.07
35 Feb-99 14,713.07 14,713.07 361.08 15,074.15 0.00
36 Mar-99 0.00 0 163.07 163.07 0.00
0.00 0.00 0.00
500,235.14 102,807.88 603,043.02
Net Present Value 521,146.72
10.75% ============
JLJ Enterprises
Rate 12.00%
Principal $ 62,175.46
NPV @ 10.75% $ 62,922.29
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ----------- ----------- --------- ----------- -----------
1 Apr-96 0 62,175.46
2 May-96 62,175.46 1,942.98 1,942.98 60,232.48
3 Jun-96 60,232.48 1,942.98 352.33 2,295.31 58,289.50
4 Jul-96 58,289.50 1,942.98 602.32 2,545.30 56,346.52
5 Aug-96 56,346.52 1,942.98 602.32 2,545.30 54,403.54
6 Sep-96 54,403.54 1,942.98 582.25 2,525.23 52,460.55
7 Oct-96 52,460.56 1,942.98 544.04 2,487.02 50,517.58
8 Nov-96 50,517.58 1,942.98 542.09 2,485.07 48,574.60
9 Dec-96 48,574.60 1,942.98 505.18 2,448.16 46,631.62
10 Jan-97 46,631.62 1,942.98 501.94 2,444.92 44,688.64
11 Feb-97 44,688.64 1,942.98 481.86 2,424.84 42,745.66
12 Mar-97 42,745.66 1,942.98 417.09 2,360.07 40,802.68
13 Apr-97 40,802.68 1,942.98 441.71 2,384.69 38,859.70
14 May-97 38,859.70 1,942.98 408.03 2,351.01 36,916.72
15 Jun-97 36,916.72 1,942.98 401.55 2,344.53 34,973.74
16 Jul-97 34,973.74 1,942.98 369.17 2,312.15 33,030.76
17 Aug-97 33,030.76 1,942.98 361.40 2,304.38 31,087.78
18 Sep-97 31,087.78 1,942.98 341.32 2,284.30 29,144.80
19 Oct-97 29,144.80 1,942.98 310.88 2,253.86 27,201.82
20 Nov-97 27,201.82 1,942.98 301.16 2,244.14 25,258.84
21 Dec-97 25,258.84 1,942.98 272.02 2,215.00 23,315.86
22 Jan-98 23,315.86 1,942.98 261.01 2,203.99 21,372.88
23 Feb-98 21,372.88 1,942.98 240.93 2,183.91 19,429.90
24 Mar-98 19,429.90 1,942.98 199.48 2,142.46 17,486.92
25 Apr-98 17,486.92 1,942.98 200.78 2,143.76 15,543.94
26 May-98 15,543.94 1,942.98 174.87 2,117.85 13,600.96
27 Jun-98 13,600.96 1,942.98 160.62 2,103.60 11,657.98
28 Jul-98 11,657.98 1,942.98 136.01 2,078.99 9,715.00
29 Aug-98 9,715.00 1,942.98 120.47 2,063.45 7,772.02
30 Sep-98 7,772.02 1,942.98 100.39 2,043.37 5,829.04
31 Oct-98 5,829.04 1,942.98 77.72 2,020.70 3,886.06
32 Nov-98 3,886.06 1,942.98 60.23 2,003.21 1,943.08
33 Dec-98 1,943.08 1,943.08 38.86 1,981.94 (0.00)
34 Jan-99 (0.00) 0 20.08 20.08 (0.00)
35 Feb-99 (0.00) 0 (0.00) (0.00) (0.00)
36 Mar-99 (0.00) 0 (0.00) (0.00) 0.00
(0.00) (0.00) 0.00
62,175.46 10,130.08 72,305.54
Net Present Value 62,922.29
10.75% ===========
Kentex
Rate 14.25%
Principal $ 267.155.81
NPV @ 10.75% $ 277,674.20
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 0 267,155.81
2 May-96 267,155.81 8,348.65 8,348.65 258,807.16
3 Jun-96 258,807.16 8,348.65 1,797.74 10,146.39 250.458.51
4 Jul-96 250,458.51 8,348.65 3,073.34 11,421.99 242,109.86
5 Aug-96 242.109.86 8,348.65 3,073.33 11,421.98 233.761.21
6 Sep-96 233,761.21 8,348.65 2,970.89 11,319.54 225,412.56
7 Oct-96 225,412.56 8,348.65 2,775.91 11,124.56 217,063.91
8 Nov-96 217,063.91 8,348.85 2,786.00 11,114,65 208,715.26
9 Dec-96 208,715.26 8,348.65 2,577.63 10,926.28 200,366.61
10 Jan-97 200,366.61 8,348.65 2,561.11 10,909.76 192,017.96
11 Feb-97 192,017.96 8,348.65 2,458.67 10,807.32 183.669.31
12 Mar-97 183.669.31 8,348.65 2,128.20 10,476.85 175,320.66
13 Apr-97 175,320.66 8,348.65 2,253.78 10,602.43 166,972.01
14 May-97 186,972.01 8,348.65 2,081.93 10,430.58 158,623.36
15 Jun-97 158,623.36 8,348.65 2,048.89 10,397.54 150,274.71
16 Jul-97 150,274.71 8,348.65 1,883.65 10,232.30 141,926.06
17 Aug-97 141,926.06 8,348.65 1,844.00 10,192.65 133,577.41
18 Sep-97 133,577.41 8,348.65 1,741.55 10,090.20 125,228.76
19 Oct-97 125,228.76 8,348.65 1,586.23 9,934.88 116,880.11
20 Nov-97 116,880.11 8,348.65 1,536.66 9,885.31 108,531.46
21 Dec-97 108,531.46 8,348.65 1,387.95 9,736.60 100,182.81
22 Jan-98 100,182.81 8,348.65 1,331.77 9,680.42 91,834.16
23 Feb-98 91,834.16 8,348.65 1,229.33 9,577.98 83,485.51
24 Mar-98 83,485.51 8,348.65 1,017.83 9,366.48 75,136.88
25 Apr-98 75,136.86 8,348.65 1,024.44 9,373.09 66,788.21
26 May-98 66,788.21 8,348.65 892.25 9,240.90 58,439.56
27 Jun-98 58,439.56 8,348.65 819.55 9,168.20 50,090.91
28 Jul-98 50,090.91 8,348.65 693.97 9,042.62 41,742.26
29 Aug-98 41,742.26 8,348.65 614.66 8,963.31 33,393.61
30 Sep-98 33,393.61 8,348.65 512.21 8,860.86 25,044.96
31 Oct-98 25,044.96 8,348.65 396.55 8,745.20 16,696.31
32 Nov-98 16,696.31 8,348.65 307.32 8,655.97 8,347.66
33 Dec-98 8,347.66 8,347.66 198.27 8,545.93 (0.00)
34 Jan-99 (0.00) 0 102.43 102.43 (0.00)
35 Feb-99 (0.00) 0 (0.00) (0.00) (0.00)
36 Mar-99 (0.00) 0 (0.00) (0.00) (0.00)
(0.00) (0.00) 0.00
267,155.81 51,688.03 318,843.84
Net Present Value 277,674.20
10.75% ============
MAYO
Rate 14.25%
Principal $ 250,777.57
NPV @ 10.75% $ 258,180.94
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 0 250,777.57
2 May-96 250,777.57 13,930.69 13,930.69 236,846.88
3 Jun-96 236,846.88 13,930.69 1,687.52 15,618.21 222,916.19
4 Jul-96 222,916.19 13,930.69 2,812.56 16,743.25 208,985.50
5 Aug-96 208,985.50 13,930.69 2,735.37 16,666.06 195,054.81
6 Sep-96 195,054.81 13,930.69 2,564.43 16,495,12 181,124.12
7 Oct-96 181,124.12 13,930.69 2,316.28 16,246.97 167,193.43
8 Nov-96 167,193.43 13,930.69 2,222.54 16,153.23 153,262,74
9 Dec-96 153,262.74 13,930.69 1,985.42 15,916.11 139,332.05
10 Jan-97 139,332.05 13,930.69 1,880.66 15,811.35 125,401.36
11 Feb-97 125,401.36 13,930.69 1,709.72 15,640.41 111,470.67
12 Mar-97 111,470.67 13,930.69 1,389.87 15,320.56 97,539.98
13 Apr-97 97,539.98 13,930.69 1,367.84 15,298.53 83,609.29
14 May-97 83,609.29 13,930.69 1,158.29 15,088.98 69,678.60
15 Jun-97 69,678.60 13,930.69 1,025.96 14,956.65 55,747.91
16 Jul-97 55,747.91 13,930.69 827.43 14,758.12 41,817.22
17 Aug-97 41,817.22 13,930.69 684.07 14,614.76 27,886.53
18 Sep-97 27,886.53 13,930.69 513.13 14,443.82 13,955.85
19 Oct-97 13,955.84 13,955.84 331.15 14,286.99 0.00
20 Nov-97 0.00 0 171.25 171.25 0.00
21 Dec-97 0.00 0 0.00 0.00 0.00
22 Jan-98 0.00 0 0.00 0.00 0.00
23 Feb-98 0.00 0 0.00 0.00 0.00
24 Mar-98 0.00 0 0.00 0.00 0.00
25 Apr-98 0.00 0 0.00 0.00 0.00
26 May-98 0.00 0 0.00 0.00 0.00
27 Jun-98 0.00 0 0.00 0.00 0.00
28 Jul-98 0.00 0 0.00 0.00 0.00
29 Aug-98 0.00 0 0.00 0.00 0.00
30 Sep-98 0.00 0 0.00 0.00 0.00
31 Oct-98 0.00 0 0.00 0.00 0.00
32 Nov-98 0.00 0 0.00 0.00 0.00
33 Dec-98 0.00 0 0.00 0.00 0.00
34 Jan-99 0.00 0 0.00 0.00 0.00
35 Feb-99 0.00 0 0.00 0.00 0.00
36 Mar-99 0.00 0 0.00 0.00 0.00
0.00 0.00 0.00
260,777.57 27,383.49 278,161.06
Net Present Value 256,180.94
10.75% ============
McCabe
Rate 14.25%
Principal $ 200,000.00
NPV @ 10.75% $ 207,381.06
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 0 200,000.00
2 May-96 200,000.00 6,666.67 6,666.67 193,333.33
3 Jun-96 193,333.33 6,666.67 1,345.83 8,012.50 186,666.66
4 Jul-96 186,666.66 6,666.67 2,295.83 8,962.50 179,999.99
5 Aug-96 179,999.99 6,666.67 2,290.56 8,957.23 173,333.32
6 Sep-96 173,333.32 6,666.67 2,208.75 8,875.42 166,666.65
7 Oct-96 166,666.65 6,666.67 2,058.33 8,725.00 159,999.98
8 Nov-96 159,999.98 6,666.67 2,045.14 8,711.81 153,333.31
9 Dec-96 153,333.31 6,666.67 1,900.00 8,566.67 146,666.64
10 Jan-97 146,666.64 6,666.67 1,881.53 8,548.20 139,999.97
11 Feb-97 139,999.97 6,666.67 1,799.72 8,466.39 133,333.30
12 Mar-97 133,333.30 6,666.67 1,551.67 8,218.34 126,666.63
13 Apr-97 126,666.83 6,666.67 1,636.11 8,302.78 119,999.96
14 May-97 119,999.96 6,666.67 1,504.17 8,170.84 113,333.29
15 Jun-97 113,333.29 6,666.67 1,472.50 8,139.17 106,666.62
16 Jul-97 106,666.62 6,666.67 1,345.83 8,012.50 99,999.95
17 Aug-97 99,999.95 6,666.67 1,308.89 7,975.56 93,333.28
18 Sep-97 93,333.28 6,666.67 1,227.08 7,893.75 85,666.61
19 Oct-97 85,666.61 6,666.67 1,108.33 7,775.00 79,999.94
20 Nov-97 79,999.94 6,666.67 1,063.74 7,730.14 73,333.27
21 Dec-97 73,333.27 6,666.67 950.00 7,616.67 66,666.60
22 Jan-98 66,666.60 6,666.67 899.86 7,566.53 59,999.93
23 Feb-98 59,999.93 6,666.67 818.05 7,484.72 53,333.26
24 Mar-98 53,333.26 6,666.67 665.00 7,331.67 46,856.59
25 Apr-98 48,856.59 6,666.67 654.44 7,321.11 39,999.92
26 May-98 39,999.92 6,666.67 554.17 7,220.84 33,333.25
27 Jun-98 33,333.25 6,666.67 490.83 7,157.50 26,666.58
28 Jul-98 26,666.58 6,666.67 395.83 7,062.50 19,999.91
29 Aug-98 19,999.91 6,666.67 327.22 6,993.89 13,333.24
30 Sep-98 13,333.24 6,666.67 245.42 6,912.09 6,666.57
31 Oct-98 6,666.57 6,666.67 158.33 6,824.90 (0.00)
32 Nov-98 (0.00) 0 81.80 81.80 (0.00)
33 Dec-98 (0.00) 0 (0.00) (0.00) (0.00)
34 Jan-99 (0.00) 0 (0.00) (0.00) (0.00)
35 Feb-99 (0.00) 0 (0.00) (0.00) (0.00)
36 Mar-99 (0.00) 0 (0.00) (0.00) (0.00)
(0.00) (0.00) 0.00
200,000.00 36,284.70 236,284.70
Net Present Value 207,381.06
10.75% ============
Pamik
Rate 12.00%
Principal $ 309,173.80
NPV @ 10.75% $ 324,969.05
BEGINNING PRINCIPAL INTEREST TOTAL ENDING
DATE PRINCIPAL PAYMENTS PAYMENTS PAYMENTS PRINCIPAL
------ ------------ ------------ ----------- ------------ ------------
1 Apr-96 0 309,173.60
2 May-96 309,173.60 7,383.28 7,383.28 301,790.32
3 Jun-96 301,790.32 7,383.28 2,080.48 9,463.76 294,407.04
4 Jul-96 294,407.04 7,383.28 3,583.76 10,967.04 287,023.76
5 Aug-96 287,023.76 7,383.28 3,612.62 10,995.90 279,640.48
6 Sep-96 279,640.48 7,383.28 3,522.02 10,906.30 272,257.20
7 Oct-96 272,257.20 7,383.28 3,320.73 10,704.01 264,873.92
8 Nov-96 284,873.92 7,383.28 3,340.82 10,724.10 257,490.64
9 Dec-96 257,490.64 7,383.28 3,145.38 10,528.65 250,107.36
10 Jan-97 250,107.36 7,383.28 3,159.62 10,542.90 242,724.08
11 Feb-97 242,724.08 7,383.28 3,069.03 10,452.31 235,340.80
12 Mar-97 235,340.80 7,383.28 2,690.19 10,073.47 227,957.52
13 Apr-97 227,957.52 7,383.28 2,887.83 10,271.11 220,574.24
14 May-97 220,574.24 7,383.28 2,707.00 10,090.28 213,190.96
15 Jun-97 213,190.96 7,383.28 2,706.63 10,089.91 205,807.68
16 Jul-97 205,807.68 7,383.28 2,531.64 9,914.92 198,424.40
17 Aug-97 198,424.40 7,383.28 2,525.43 9,908.71 191,041.12
18 Sep-97 191,041.12 7,383.28 2,434.83 9,818.11 183,657.84
19 Oct-97 183,657.84 7,383.28 2,268.61 9,651.89 176,274.56
20 Nov-97 176,274.56 7,383.28 2,253.63 9,636.91 168,891.28
21 Dec-97 168,891.28 7,383.28 2,093.26 9,476.54 161,508.00
22 Jan-98 161,508.00 7,383.28 2,072.44 9,455.72 154,124.72
23 Feb-98 154,124.72 7,383.28 1,981.84 9,365.12 146,741.44
24 Mar-98 146,741.44 7,383.28 1,708.22 9,091.50 139,358.15
25 Apr-98 139,358.16 7,383.28 1,800.64 9,183.92 131,974.88
26 May-98 131,974.88 7,383.28 1,654.88 9,038.16 124,591.60
27 Jun-98 124,591.60 7,383.28 1,619.44 9,002.72 117,208.32
28 Jul-98 117,208.32 7,383.28 1,479.53 8,862.81 109,825.04
29 Aug-98 109,825.04 7,383.28 1,438.24 8,821.52 102,441.76
30 Sep-98 102,441.76 7,383.28 1,347.64 8,730.92 95,058.48
31 Oct-98 95,058.48 7,383.28 1,216.50 8,599.78 87,675.20
32 Nov-98 87,675.20 7,383.28 1,166.45 8,549.73 80,291.92
33 Dec-98 80,291.92 7,383.28 1,041.14 8,424.42 72,908.64
34 Jan-99 72,908.64 7,383.28 985.25 8,368.53 65,525.36
35 Feb-98 65,525.36 7,383.28 894.65 8,277.93 58,142.08
36 Mar-98 58,142.08 7,383.28 726.24 8,109.52 50,758.80
37 Apr-99 50,758.80 7,383.28 713.45 8,096.73 43,375.52
38 May-99 43,375.52 7,383.28 602.76 7,986.04 35,992.24
39 Jun-99 35,992.24 7,383.28 532.25 7,915.53 28,608.96
40 Jul-99 28,608.96 7,383.28 427.41 7,810.69 21,225.68
41 Aug-99 21,225.68 7,383.28 351.06 7,734.34 13,842.40
42 Sep-99 13,842.40 7,383.28 260.46 7,643.74 6,459.12
43 Oct-99 6,459.12 6,459.12 164.38 6,823.50 (0.00)
44 Nov-99 (0.00) 0 79.26 79.26 (0.00)
309,173.60 78,197.63 387,371.23
Net Present Value 324,969.05
10.75% ============
ALL CLEAR-NEW CASTLE
Principal 20,112.44
Present Value @ 10.75% 19,847.30
Term 7.00
Payment 1,130.52
Internal Rate of Return 0.00856667 0.08000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (20,112.44) 20,112.44
1.00 May-96 1,130.52 19,116.00 134.08 134.08 Amortization
2.00 Jun-96 1,130.52 18,112.92 127.44 261,52
3.00 Jul-96 1,130.52 17,103.16 120.75 382.28
4.00 Aug-96 1,130.52 16,086.66 114.02 496.30
5.00 Sep-96 1,130.52 16,083.38 107.24 603.54
6.00 Oct-96 1,130.52 14,033.28 100.42 703.95
7.00 Nov-96 14,126.84 (0.00) 93.66 797.52
-------------- ----------------------------------------
20,909.98 797.52
ALL CLEAR-NEW CASTLE
Principal 11,180.81
Present Value @ 10.75% 11,088.81
Term 7.00
Payment 628.47
Internal Rate of Return 0.00866667 0.08000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- ------------ ----------- -------- -----------
0.00 (11,180.81) 11,180.81
1.00 May-96 628.47 10,626.88 74.54 74.54 Amortization
2.00 Jun-96 628.47 10,089.25 70.85 145,38
3.00 Jul-96 628.47 9,507.91 67.13 212.51
4.00 Aug-96 628.47 8,942.83 83.39 275.90
5.00 Sep-96 628.47 8,373.98 59.62 335.52
6.00 Oct-96 628.47 7,801.33 55.83 391.34
7.00 Nov-96 7,853.34 0.00 52.01 443.35
------------ ---------------------------------------
11,624.16 443.35
ALL CLEAR-SALISBURY
Principal 13,421.76
Present Value @ 10.75% 18,264.82
Term 7.00
Payment 754.44
Internal Rate of Return 0.00866667 0.08000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (13,421.76) 13,421.76
1.00 May-96 754.44 12,756.80 89.48 89.48 Amortization
2.00 Jun-96 754.44 12,087.40 85.05 174.52
3.00 Jul-96 754.44 11,413.55 80.58 255.11
4.00 Aug-96 754.44 10,736.20 76.09 331.20
5.00 Sep-96 754.44 10,052.32 71.57 402.78
6.00 Oct-96 754.44 9,384.90 67.02 459.78
7.00 Nov-96 9,427.33 0.00 62.43 532.21
-------------- ----------------------------------------
13,953.97 532.21
ALL CLEAR-DOVER
Principal 11,585,26
Present Value @ 10.75% 11,432.91
Term 7.00
Payment 852.21
Internal Rate of Return 0.00866667 0.08000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (11,585.26) 11,585.26
1.00 May-96 651.21 11,011.29 77.24 77.24 Amortization
2.00 Jun-96 651.21 10,433.48 73.41 150.84
3.00 Jul-96 651.21 9,851.83 69.56 220.20
4.00 Aug-96 651.21 9,266.30 65.66 285.58
5.00 Sep-96 651.21 8,676,85 61.78 347.65
6.00 Oct-96 651.21 8,083.50 57.85 405.50
7.00 Nov-96 8,037.39 0.00 53.89 459.39
-------------- ----------------------------------------
12,044.65 459.39
DARTSMOUTH
Principal 11,572.83
Present Value @ 10.75% 11,????????
Term 7.00
Payment 1,753.90
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (11,572.63) 11,872.83
1.00 May-96 1,753.90 9,992.32 173,50 173.59 Amortization
2.00 Jun-96 1,753.90 8,388.30 149.85 323.47
3.00 Jul-96 1,753.90 6,780.23 125.82 449.30
4.00 Aug-96 1,753.90 5,107.73 101.40 550.70
5.00 Sep-96 1,753.90 3,430.45 76.62 627.32
6.00 Oct-96 1,753.90 1,728.00 51.46 873.77
7.00 Nov-96 1,753.90 0.03 25.92 704.70
-------------- ----------------------------------------
12,277.30 704.70
J & A
Principal 54,189.58
Present Value @ 10.75% 52,063.11
Term 24.00
Payment 2,449.94
Internal Rate of Return 0.00666667 0.08000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (54,169.58) 54,169.56
1.00 May-96 2,449.94 52,080.77 361.13 361.13 Amortization
2.00 Jun-96 2,449.94 49,978.04 347.21 708.34
3.00 Jul-96 2,449.94 47,861.28 333.10 1,041.52
4.00 Aug-96 2,449.94 45,730.42 319.08 1,380.80
5.00 Sep-96 2,449.94 43,585,38 304.87 1,665.47
6.00 Oct-96 2,449.94 41,426.98 290.57 1,958.04
7.00 Nov-96 2,449.94 39,252.21 276.17 2,232.21
8.00 Dec-96 2,449.94 37,063.95 261.58 2,493.89
9.00 Jan-97 2,449.94 34,561.09 247.09 2,740.98
10.00 Feb-97 2,449.94 32,643.57 232.41 2,973.30
11.00 Mar-97 2,449.94 30,411.25 217.62 3,191.01
12.00 Apr-97 2,449.94 28,154.06 202.74 3,393.76
13.00 May-97 2,449.94 25,901.88 157.76 3,581.52
14.00 Jun-97 2,449.94 23,624.62 172.68 3,754.20
15.00 Jul-97 2,449.94 21,332.17 157.50 3,911.69
16.00 Aug-97 2,449.94 19,024.45 142.21 4,053.91
17.00 Sep-97 2,449.94 16,701.34 126.83 4,180.74
18.00 Oct-97 2,449.94 14,362.74 111.34 4,292.08
19.00 Nov-97 2,449.94 12,008.55 95.75 4,387.83
20.00 Dec-97 2,449.94 9,638.67 80.08 4,487.89
21.00 Jan-98 2,449.94 7,252.99 64.26 4,532.16
22.00 Feb-98 2,449.94 4,851.40 48.35 4,550.50
23.00 Mar-98 2,449.94 2,433.80 32.34 4,612.84
24.00 Apr-98 2,449.94 0.09 16.23 4,629.07
-------------- ----------------------------------------
58,798.58 4,629.07
POUGHKEEPSIE
Principal 7,411.97
Present Value @ 10.75% 7,688.96
Term 7.00
Payment 1,123.33
Internal Rate of Return 0.01500000 0.15000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (7,411.97) 7,411.97
1.00 May-96 1,123.33 6,399.82 111.18 111.18 Amortization
2.00 Jun-96 1,123.33 5,372.49 95.00 207.18
3.00 Jul-96 1,123.33 4,329.74 80.59 287.75
4.00 Aug-96 1,123.33 3,271.35 64.95 352.71
5.00 Sep-96 1,123.33 2,197.10 49.07 401.78
6.00 Oct-96 1,123.33 1,106.73 32.96 434.74
7.00 Nov-96 1,123.33 (0.00) 16.60 451.34
-------------- ----------------------------------------
7,863.31 451.34
PROVIDENCE
Principal 7,420.87
Present Value @ 10.75% 7,698.00
Term 7.00
Payment 1,124.67
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (7,420.87) 7,420.87
1.00 May-96 1,124.67 6,407.51 111.31 111.31 Amortization
2.00 Jun-96 1,124.67 5,378.95 95.11 207.43
3.00 Jul-96 1,124.67 4,334,97 80.68 288.11
4.00 Aug-96 1,124.67 3,275.32 65.02 353.13
5.00 Sep-96 1,124.67 2,199.78 49.13 402.26
6.00 Oct-96 1,124.67 1,108.11 33.00 435.26
7.00 Nov-96 1,124.67 0.08 15.82 451.88
-------------- ----------------------------------------
7,872.80 451.88
ROCHESTER
Principal 5,914.74
Present Value @ 10.75% ????????
Term 7.00
Payment 898.42
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (5,914.74) 5,914.74
1.00 May-96 896.42 5,107.04 88.72 88.72 Amortization
2.00 Jun-96 896.42 4,267.23 76.61 165.33
3.00 Jul-96 896.42 3,455.12 64.31 229.64
4.00 Aug-96 896.42 2,810.52 51.83 281.46
5.00 Sep-96 896.42 1,753.28 39.16 320.52
6.00 Oct-96 896.42 883.14 26.30 348.92
7.00 Nov-96 896.42 (0.03) 13.25 380.17
-------------- ----------------------------------------
6,274.94 360.17
UTICA-8200
Principal 6,578.64
Present Value @ 10.75% ????????
Term 7.00
Payment 966.87
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (8,379.64) 8,379.84
1.00 May-96 966.87 5,508.46 95.69 95.69 Amortization
2.00 Jun-96 966.87 4,624.22 82.63 178.32
3.00 Jul-96 966.87 3,728.71 69.36 247.85
4.00 Aug-96 966.87 2,515.75 55.90 303.59
5.00 Sep-96 966.87 1,891.11 42.24 345.82
6.00 Oct-96 966.87 952.61 28.37 374.19
7.00 Nov-96 966.87 0.03 14.29 388.48
-------------- ----------------------------------------
6,788.09 388.48
UTICA-8205
Principal 3,887.51
Present Value @ 10.75% 3,770.00
Term 7.00
Payment 558.80
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
---- -------------- ------------ -------- -----------
0.00 (3,687.51) 3,687.51
1.00 May-96 558.86 3,183.96 55.31 55.31 Amortization
2.00 Jun-96 558.86 2,072.86 47.75 103.07
3.00 Jul-96 558.86 2,154.10 40.09 143.17
4.00 Aug-96 558.86 1,827.55 32.31 175.48
5.00 Sep-96 558.86 1,093.10 24.41 199.89
6.00 Oct-96 558.86 550.64 18.40 218.29
7.00 Nov-96 558.86 0.04 8.28 224.55
-------------- ----------------------------------------
3,912.02 224.55
UTICA-6210
Principal 15,805.07
Present Value @ 10.75% 18,000.00
Term 7.00
Payment 2,395.35
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
---- ------------ ----------- -------- -----------
0.00 (15,805.07) 15,805.07
1.00 May-96 2,395.35 13,646.50 237.08 237.08 Amortization
2.00 Jun-96 2,395.35 11,456.15 204.70 441.78
3.00 Jul-96 2,395.35 9,232.64 171.84 613.62
4.00 Aug-96 2,395.35 6,975.78 138.49 752.11
5.00 Sep-96 2,395.35 4,885.07 104.64 856.75
6.00 Oct-96 2,395.35 2,359.99 70.28 927.02
7.00 Nov-96 2,395.99 0.04 35.40 982.42
------------ ---------------------------------------
16,767.45 962.42
UTICA-6215
Principal 21,808.52
Present Value @ 10.75% 29,000.00
Term 7.00
Payment 3,314.28
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- ------------ ----------- -------- -----------
0.00 (21,868.52) 21,868.52
1.00 May-96 3,314.28 18,882.27 326.03 326.03 Amortization
2.00 Jun-96 3,314.28 15,651.22 283.23 811.26
3.00 Jul-96 3,314.28 12,774.71 237.77 849.03
4.00 Aug-96 3,314.28 9,552.05 191.62 1,040.85
5.00 Sep-96 3,314.28 6,482.55 144.78 1,155.43
6.00 Oct-96 3,314.28 3,265.81 97.24 1,282.07
7.00 Nov-96 3,314.28 0.21 48.95 1,331.65
------------ ---------------------------------------
23,199.98 1,331.65
WATERTOWN
Principal 6,108.72
Present Value @ 10.75% ???????
Term 7.00
Payment 925.81
Internal Rate of Return 0.01500000 0.18000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (6,108.72) 6,108.72
1.00 May-96 926.81 5,274.54 91.63 91.63 Amortization
2.00 Jun-96 925.81 4,427.85 79.12 170.75
3.00 Jul-96 925.81 3,588.46 66.42 237.17
4.00 Aug-96 925.81 2,896.17 53.53 290.69
5.00 Sep-96 926.81 1,810.81 40.44 331.14
6.00 Oct-96 925.81 912.18 27.16 358.30
7.00 Nov-96 925.81 0.03 13.65 371.98
-------------- ----------------------------------------
6,480.87 371.98
TEL-REN
Principal 38,406.20
Present Value @ 10.75% 34,209.40
Term 13.09
Payment 2,781.00
Internal Rate of Return 0.00000000 0.00000000
PRINCIPAL ACCUMULATED
TERM PAYMENT BALANCE INTEREST INTEREST
-------------------- -------------- ------------ -------- -----------
0.00 (36,406.20) 36,406.20
1.00 May-96 2,781.00 33,625.20 0.00 0.00 Amortization
2.00 Jun-96 2,781.00 30,844.20 0.00 0.00
3.00 Jul-96 2,781.00 28,083.20 0.00 0.00
4.00 Aug-96 2,781.00 25,282.20 0.00 0.00
5.00 Sep-96 2,781.00 22,501.20 0.00 0.00
6.00 Oct-96 2,781.00 19,720.20 0.00 0.00
7.00 Nov-96 2,781.00 18,939.20 0.00 0.00
8.00 Dec-96 2,781.00 14,158.20 0.00 0.00
9.00 Jan-97 2,781.00 11,377.20 0.00 0.00
10.00 Feb-97 2,781.00 5,596.20 0.00 0.00
11.00 Mar-97 2,781.00 5,815.20 0.00 0.00
12.00 Apr-97 2,781.00 3,034.20 0.00 0.00
13.00 May-97 2,781.00 253.20 0.00 0.00
14.00 Jun-97 263.20 (0.00) 0.00 0.00
-------------- ----------------------------------------
36,408.20 0.00
SCHEDULE E
Litigation
BROUGHTON, WILKINS, WEBB & SUGG, P. A.
ATTORNEYS AT LAW
J. MELVILLE BROUGHTON, JR.` FIRST UNION CAPITOL CENTER
CHARLES P. WILKINS SUITE 2220
WILLIAM WOODWARD WEBB* 150 FAYETTEVILLE STREET MALL
R. PALMER SUGG POST OFFICE BOX 2387
RALEIGH, NORTH CAROLINA 27602
` RETIRED (919) 833-2752 (TELEPHONE)
* ALSO MEMBER D.C. BAR (919) 833-1059 (FAX)
COLORTYME LITIGATION INVENTORY
Updated May 14, 1996
October 13, 1989 MCCORMICK V. COLORTYME, INC. (San
Diego, California) Wrongful death
litigation being handled by insurance
company at no expense to ColorTyme,
Inc.
April 24, 1991 *COOMBES V. COLORTYME STORES, INC.
(Columbia, South Carolina) Unfair
debt collection practices, breach of
contract, slander, invasion of
privacy, intentional infliction of
emotional distress litigation;
ColorTyme Stores, Inc. has moved,
through counsel, for sanctions for
failure of the plaintiff to respond
to discovery; plaintiff's counsel
sanctioned by Court on October 14,
1992 and ordered to comply with
discovery. ACTION DISMISSED ON ORDER
OF COURT ON MAY 4, 1993; PURSUING
SANCTIONS AGAINST PLAINTIFFS'
ATTORNEYS. Judge denied Motion based
on grounds set forth in Order. No
appeal to be filed.
July 3, 1991 URIAS V. COLORTYME, INC. (Midland,
Texas) Personal injury litigation
awaiting settlement by Franchisee.
SETTLED ON JULY 22, 1992 FOR
$22,500.00
July 19, 1991 BENZING RENTAL CONCEPTS, INC. V.
COLORTYME, INC. AND COLORTYME
FINANCIAL SERVICES, INC., (Ventura,
California)
August 22, 1991 COLORTYME, INC. V. BENZING RENTAL
CONCEPTS, INC. and COLORTYME
FINANCIAL SERVICES, INC. V. BENZING
RENTAL CONCEPTS, INC. & WALTER M.
DOUGLAS AND KATHLEEN M. DOUGLAS
(Tyler, Texas) Franchisor/franchisee
litigation in which Franchisee
alleges violation of Franchise
Investment Act (California),
conspiracy to violate said Act,
fraud, conspiracy to defraud, breach
of contract, unlawful business
practices and racketeering;
ColorTyme, Inc. and ColorTyme
Financial Services, Inc. have
instituted litigation for past due
royalties, advertising fees,
promotional material/product costs
and credit extension in an amount
over $450,000.00. On April 1, 1992,
Mr. & Mrs. Douglas filed Chapter 7
bankruptcy and on April 17, 1992
Benzing Rental Concepts, Inc. filed
Chapter 11 bankruptcy. THE CHAPTER 11
BANKRUPTCY WAS SUBSEQUENTLY CONVERTED
TO CHAPTER 7, AND ON DECEMBER 1,
1992, THE TRUSTEE TURNED THE STORE
OVER TO COLORTYME, INC.
July 24, 1991 *DIMAIA V. COLORTYME STORES, INC.
(Media, Pennsylvania). Litigation
claiming violation of Pennsylvania
Debt Collection Trade Practices Act
(i.e., harassing phone calls at home
and at employer; visit to employer;
publication of debt to neighbors).
Set for arbitration on December 23,
1992 unless offer of settlement (up
to $3,000.00) accepted. SETTLED ON
FEBRUARY 1, 1993 FOR $3,500.00.
December 4, 1991 INGRAM V. COLORTYME, INC. (Jonesboro,
Arkansas) Unfair debt collection
practices litigation; ColorTyme, Inc.
has an indefinite extension of time
to respond to Complaint pending
substitution of Franchisee as party
defendant. ColorTyme is still
awaiting response to substitution
request or further notification of
legal proceedings.
* Cases involving ColorTyme Stores, Inc.
February 19, 1992 CAIN V. COLORTYME, INC. (Littleton,
Colorado) Wrongful discharge
litigation; discovery concluded;
motion to dismiss or summary judgment
to be filed imminently. SUMMARY
JUDGMENT FOR COLORTYME GRANTED ON
APRIL 28, 1993.
March 19, 1992 *LEWIS V. IQBAL, COLORTYME STORES,
INC. ET AL. (Los Angeles, California)
Personal injury and general
negligence litigation arising out of
an alleged assault by Iqbal, a CSI
employee, occurring on April 19,
1991. Defense being provided by
insurance carrier. ARBITRATION
RESOLVED IN FAVOR OF CSI ON DECEMBER
17, 1992. APPEALED BY PLAINTIFF FOR
TRIAL DE NOVO. DISMISSED ON MARCH 2,
1993.
March 23, 1992 CRAWFORD V. COLORTYME, INC. (Grand
Rapids, Michigan) Personal injury
litigation; ColorTyme, Inc. has an
indefinite extension of time to
respond to Complaint pending
substitution of Franchisee as party
defendant.
April 2, 1992 STATE FARM V. COLORTYME, INC.
(Wilmington, Delaware) Property
damage litigation; ColorTyme, Inc.
has an indefinite extension of time
to respond to Complaint pending
substitution of Franchisee as party
defendant; DISMISSAL FILED ON OCTOBER
13, 1992.
April 7, 1992 MILLER V. COLORTYME, INC.
(Minneapolis, Minnesota) Class action
litigation contending rent to own
transactions are disguised credit
sales; plaintiffs' counsel has agreed
to dismiss case against ColorTyme,
Inc.; DISMISSAL FILED ON JULY 28,
1992.
April 13, 1992 *STOKES V. COLORTYME, INC.
(Portsmouth, Virginia) Personal
injury litigation being handled by
insurance company at no expense to
ColorTyme, Inc. or ColorTyme Stores,
Inc.
April 20, 1992 FAST XPRESS, INC. V. COLORTYME, INC.
(Houston, Texas) Lawsuit on debt for
freight transportation charges;
ColorTyme, Inc. has an indefinite
extension of time to respond to
Complaint pending substitution of
Franchisee as party defendant.
April 27, 1992 EVANS V. COLORTYME, INC. (Charleston,
West Virginia) Unfair debt collection
practices, breach of contract, unfair
trade practice litigation including
claim that rent to own transactions
are violating West Virginia Consumer
Credit Sale and Protection Act;
Franchisee has settled out by payment
of $3,000.00; ColorTyme, Inc. will
move to dismiss or for summary
judgment at conclusion of discovery
period. SETTLED ON FEBRUARY 8, 1993
FOR $750,00.
May 6, 1992 IN RE OLYMPIA HOLDING CORP; WHITAKER
(OLYMPIA TRUSTEE IN BANKRUPTCY) V.
COLORTYME, INC. (Jacksonville,
Florida - U.S. Bankruptcy Court)
Complaint in bankruptcy for
reimbursement of freight
transportation discounts granted by
Olympia Holding Corp. prior to
bankruptcy; proceeding is in
discovery stage and being vigorously
contested by ColorTyme, Inc.
May 14, 1992 *FENNELL V. COLORTYME, INC. AND ART
BREWER (San Diego, California)
Employment discrimination and
wrongful discharge litigation
instituted by homosexual former
employee; attempts to compel
insurance companies to provide
coverage and legal defense have been
unsuccessful. Awaiting possible
settlement. Otherwise, trial is
scheduled for November 15, 1993.
SETTLED ON OCTOBER 28, 1993 FOR
$5,000.
June 5, 1992 *MORALES V. COLORTYME, INC. (Houston,
Texas) Personal injury litigation
turned over to insurance carrier for
ColorTyme Stores, Inc.
June 18, 1992 MILLER V. COLORTYME, INC.
(Providence, Rhode Island) Sex
discrimination and harassment in
employment (Utica Rental Systems,
Inc.) including wrongful discharge;
ColorTyme, Inc. has notified Rhode
Island Commission for Human Rights
that it did not employ Ms. Miller; no
further action taken to date.
June 26, 1992 NEY V. COLORTYME, INC. (Waterbury,
Connecticut) Litigation instituted
claiming violation of Connecticut
Unfair Trade Practices Act;
ColorTyme, Inc. has an indefinite
extension of time to respond to
Complaint pending substitution of
Franchisee as party defendant.
WITHDRAWAL OF LAWSUIT FILED ON
OCTOBER 30, 1992.
July 9, 1992 CABRAL V. COLORTYME, INC. RUSSO AND
KARL (Bristol, Massachusetts) Action
alleging assault, trespass and
infliction of emotional and physical
distress during repossession of
ColorTyme merchandise. Franchisee
answered PRO SE, but failed to appear
at pre-trial conference. ColorTyme,
Inc. was served on July 29, 1993. The
action will be defended by local
counsel. A MOTION FOR SUMMARY
JUDGMENT WAS ALLOWED AND A JUDGMENT
IN FAVOR OF COLORTYME, INC. ENTERED
ON APRIL 14, 1994. A MOTION FOR ENTRY
OF SEPARATE AND FINAL JUDGMENT WAS
ALSO ALLOWED, WHICH CONCLUDED THE
CASE AGAINST COLORTYME, INC.
July 22, 1992 *LEDVINA V. COLORTYME, INC. & JAMES
J. SCULLION (Madison, Wisconsin)
Personal injury litigation arising
out of August 10, 1989 vehicular
accident allegedly caused by
ColorTyme employee who was
intoxicated; ColorTyme, Inc. is
operating under a temporary extension
of time to respond to the Complaint
while the plaintiff's counsel
attempts to serve former franchisee
(Rudden & Partners of Milwaukee,
Inc.)
July 24, 1992 TOUSSAINT V. COLORTYME, INC. (Miami,
Florida) Litigation instituted
claiming violation of Florida
Consumer Collection Practices Act by
assault of customer during a
repossession attempt. ColorTyme, Inc.
has an indefinite extension of time
to respond to Complaint pending
substitution of Franchisee as party
defendant. ACTION DISMISSED AS TO
COLORTYME, INC. ON NOVEMBER 9, 1993.
August 31, 1992 STATE OF OKLAHOMA V. AMERICAN LENDERS
INSURANCE CO. V. COLORTYME, INC.
(Oklahoma City, Oklahoma). Action to
have insurance policy issued by
American Lenders Insurance Co. for
reimbursement of service contract
claims for warranties of EWC declared
invalid for failure to pay timely
premiums on each contract.
September 15, 1992 BGR TRANSPORTATION CO. V. COLORTYME,
INC. (Bloomington, Minnesota) Action
to collect freight undercharges.
Settlement discussions are
continuing.
October 1, 1992 DUNNIGAN V. COLORTYME, INC. ET AL.
(Baltimore, Maryland) Personal injury
litigation arising out of September
23, 1989 vehicular accident allegedly
caused by chain reaction rear end
collision initiated by franchisee
employee. Request made to Plaintiffs'
counsel to dismiss ColorTyme, Inc.
from lawsuit. DISMISSED BY THE COURT
ON SEPTEMBER 10, 1993.
October 5, 1992 TERRELL V. COLORTYME, INC. (Muncie,
Indiana) Litigation instituted
claiming violation of Indiana Rental
Purchase Agreement Act by failure to
make proper disclosures in rental
agreement. To be handled by local
attorney for franchisee. DISMISSAL
FILED ON OCTOBER 27, 1992.
October 27, 1992 FERGUSON V. COLORTYME, INC. (Orange
County, Texas) Personal injury
litigation arising out of December
27, 1991 vehicular accident allegedly
caused by ColorTyme (actually S&K)
employee. Case has been reported to
S&K Insurance company. Request made
to Plaintiffs' counsel to dismiss
ColorTyme from lawsuit. DISMISSED BY
THE COURT ON FEBRUARY 4, 1993.
November 9, 1992 MEACHAM V. COLORTYME (Springfield,
Illinois) Workers Compensation
judgment in the amount of $6,726.75
sought to be enforced. Franchisee
involved (Robert Curry) has been
non-responsive. Request made to
Plaintiff's counsel to dismiss
ColorTyme from lawsuit.
November 12, 1992 VASQUEZ V. COLORTYME (Providence,
Rhode Island) Workers Compensation
claim regarding accident resulting in
injury to left foot of franchisee
employee. Letter sent to court
requesting redirection of action to
franchisee. Awaiting response.
November 16, 1992 COLORTYME INC. V. HAGEN V. TALLEY ET
AL. (Athens, Texas) Litigation
pertaining to dismissal of Thomas R.
Hagen as President of ColorTyme, Inc.
Pending in Henderson County District
Court. Partial summary judgment
granted in favor of ColorTyme, Talley
et al. on January 13, 1993. SETTLED
IN MARCH, 1994 FOR $62,500.00.
December 7, 1992 *VAGNOZZI AND VAGNOZZI V. NOGLE AND
COLORTYME STORES, INC. (Trenton, New
Jersey) Personal injury litigation
arising out of December 17, 1990
vehicular accident allegedly caused
by ColorTyme employee. Legal
representation will be provided by
insurance carrier.
January 22, 1993 LINSCOMB V. COLORTYME OF LA HABRA.
STATE COMPENSATION INSURANCE FUND
(Los Angeles, California) Action
allegedly wrongful discharge after
employee filed a Workers Compensation
claim. The action is being defended
by local counsel. SETTLED ON
SEPTEMBER 7, 1994, FOR $500.
March 3, 1993 ELFGEN V. HILL & COLORTYME, INC. (Las
Vegas, Nevada) Action by former
franchisee employee alleging assault,
battery, intentional infliction of
emotional distress, breach of
covenant of good faith and fair
dealing, sexual harassment and
wrongful termination. Awaiting
plaintiffs' counsel review of
franchise agreement vis a' vis
request that action be dismissed as
to ColorTyme. ALLEGATIONS DISMISSED
AS TO COLORTYME AND ALL OTHER
PARTIES.
March 10, 1993 PATINO V. COLORTYME, INC. (Odessa,
Texas) Action for alleged malicious
prosecution on part of franchisee
resulting in pain, suffering, mental
anguish, reputational loss and loss
of earnings. Awaiting plaintiff's
counsel decision on dismissal of
ColorTyme from lawsuit. SETTLED ON
JANUARY 11, 1994 FOR THE SUM OF
$1,500.
April 5, 1993 STATE OF WISCONSIN V. COLORTYME, INC.
(Milwaukee, Wisconsin) Action
alleging violations of Wisconsin
Consumer Credit Protection Act and
Unfair Trade Practices Act through
deceptive advertising, failure to
disclose credit terms,
misrepresentations respecting
availability of credit,
unconscionable practices, etc.
SETTLED ON MAY 25, 1994 THROUGH
NEGOTIATIONS WITH WISCONSIN ATTORNEY
GENERAL'S OFFICE. On February 20,
1996 the Plaintiff filed a motion to
hold ColorTyme in contempt of Court
for the failure of its franchisee in
Madison and Beloit to comply with the
terms of the May 25, 1994 Settlement
and Judgment. General Counsel for
ColorTyme has been in substantive
discussions with the Wisconsin
Attorney General's Office in defense
of the motion.
April 14, 1993 GOLDSTAR ELECTRONICS INTERNATIONAL,
INC. V. COLORTYME, INC. (Athens,
Texas) Action alleging non-payment
for shipment of goods to ColorTyme.
Local counsel has been retained and
an indefinite extension to answer the
Original Petition has been granted by
opposing counsel.
April 27, 1993 MCZEAL V. COLORTYME, INC. (Lafayette,
Louisiana) Personal injury action
instituted by prospective customer of
franchisee when chair upon which
customer was seated broke and
customer fell to floor. Awaiting
plaintiffs' counsel decision to
dismiss ColorTyme from lawsuit.
May 27, 1993 *SAUNDERS V. COLORTYME (Philadelphia,
Pennsylvania) Personal injury action
arising out of bed collapse on March
22, 1993. Plaintiff alleges that bed
was of faulty construction and that
ColorTym was negligent in failing to
inspect bed, to properly provide
protective features, etc. Set for
arbitration on November 9, 1993.
ARBITRATION BOARD AWARDED $16,000 IN
NOVEMBER, 1993. THE COURT OF COMMON
PLEAS REDUCED THE AWARD TO $7,000.00
IN MARCH, 1994.
June 7, 1993 *KLESMITH V. COLORTYME STORES, INC.
(Milwaukee, Wisconsin) Action
alleging misrepresentation of
condition of merchandise, violations
of Wisconsin Consumer Credit
Protection Act and Unfair Trade
Practices Act (i.e. failure to
disclose interest rate, waiver of
legal rights, no opportunity to cure
default, failure to disclose
additional charges, etc.) and unfair
and unconscionable business and debt
collection practices. Will be
defended vigorously. SETTLED ON
AUGUST 27, 1993 FOR THE SUM OF $2,000
AND RETENTION OF MERCHANDISE.
June 17, 1993 CUROW V. COLLINS & COLORTYME, INC.
(Riverside, California) Personal
injury litigation arising out of
March 8, 1993 vehicular accident
allegedly caused by ColorTyme
employee. Answer due on July 17,
1993. Information sent to insurance
carrier, attention Mike Schockney, on
July 7, 1993.
July 16, 1993 MAES V. BRITTEN; COLORTYME, INC.
(Phoenix, Arizona) Personal injury
litigation arising out of May 7, 1993
vehicular accident allegedly caused
by defendant Britten, a franchisee
employee. ColorTyme, Inc. served on
December 29, 1993. Answer due by
January 18, 1994. Awaiting response
from plaintiffs' attorney in regards
to dismissing ColorTyme from the
instant action. Granted indefinite
extension to answer plaintiffs'
Complaint.
September 9, 1993 STEPHENVILLE ENTERPRISES, INC. V.
COLORTYME, INC. AND COLORTYME
FINANCIAL SERVICES, INC.
(Stephensville, Texas) Litigation
alleging fraud, breach of contract
and deceptive trade practices. Action
arises from ColorTyme's demand that
franchisee pay overdue royalty
payments. SEI maintains that it does
not owe the royalties and that,
further, ColorTyme owes SEI money.
The action is being defended
vigorously. SETTLED IN JULY 1994 WITH
STEPHENVILLE AGREEING TO PAY
COLORTYME $100,000.00 OVER A PERIOD
OF THREE (3) YEARS.
September 15, 1993 *KLESMITH V. COLORTYME STORES, INC.
AND JOHN DOE INSURANCE COMPANY
(Milwaukee, Wisconsin) Personal
injury action arising from a fall due
to an icy sidewalk outside the
franchise store. Information sent to
Jill Reeves on September 28, 1993 for
forwarding to insurance carrier.
September 20, 1993 LAND V. COLORTYME INC. (Tallahassee,
Florida). Sexual
discrimination/harassment complaint
action filed with Florida Commission
on Human Relations. Referred to
franchisee involved for appropriate
action.
September 23, 1993 ARTHUR M. PIKE V. COLORTYME, INC.
JOHN CONCEPCION, CHARLES DEGENHARDT,
ET AL. (San Diego, California) Action
alleging professional misconduct,
wrongful discharge, discrimination
and defamation. Defense is being
provided by insurance carrier.
COMPLAINT DISMISSED AS TO ALL PARTIES
BY THE COURT ON MAY 20, 1994.
December 8, 1993 KINZINGER V. COLORTYME, INC. (Helena,
Montana) Wage claim filed through the
Department of Labor and Industry.
Letter written redirecting Department
to franchisee. Awaiting response.
February 15, 1994 *CITY OF PHILADELPHIA V. COLORTYME
STORES, INC. AND DAN RUDDEN, FARLAND
RUDDEN, LAWRENCE RUDDEN, WILLIE
TALLEY, JAMES CRYSDALE AND MITCH
FADEL (Philadelphia, Pennsylvania)
Complaint for Civil Judgment in the
amount of $4,808.63 plus interest and
penalties due to failure to pay
taxes. Answer due by March 14, 1994.
Extension of time requested on
February 21, 1994. SETTLED ON JULY 6,
1994.
February 18, 1994 KARRI (MCGREGOR) PELTIER V. JASON
DAVID ILES AND COLORTYME, INC. (Port
Huron, Michigan) Personal injury
litigation arising out of May 26,
1993 vehicular accident allegedly
caused by defendant Iles, a
franchisee employee. ColorTyme, Inc.
served on February 23, 1994. Answer
due by March 23, 1994. Awaiting
response from plaintiffs' attorney in
regards to dismissing ColorTyme from
the instant action. COMPLAINT AMENDED
AND REDIRECTED TO B L RENTALS, INC.
D/B/A COLORTYME (AND SERVED 3/23/94).
February 22, 1994 MARTINEZ, ET AL V. COLORTYME, INC.
AND TIM RUDDEN, ET AL. (Denver,
Colorado) Personal injury litigation
arising out of delivery made on
January 14, 1992 in which the aid of
a minor was enlisted to move a 149
television set causing injury to said
minor. Answer due on March 28, 1994.
A request has been made to opposing
counsel to redirect lawsuit to
appropriate franchisee. LAWSUIT HAS
BEEN REDIRECTED.
February 28, 1994 BARCLAY CONTE V. COLORTYME, INC.
(Providence, RI) Workers Compensation
claim. Certified letter sent to court
and opposing counsel requesting
redirection of action to franchisee.
No response. Unable to reach
Plaintiff's counsel via telephone (no
working number). Federal Express
letter sent to Court on March 19,
1994 requesting dismissal of action.
Hearing date = March 31, 1994.
March 2, 1994 BOLIVAR BEATO V. COLORTYME, INC.
(Providence, RI) Workers Compensation
claim. Certified letter sent to court
opposing counsel requesting
redirection of action to franchisee.
Plaintiff's counsel will redirect
lawsuit, if necessary, at the April
5, 1994 Hearing. Plaintiff's counsel
advises that he has received notice
of representation from a local
attorney and insurance company for
the employer (most certainly the
franchisee involved in this matter).
March 3, 1994 *SAM D. BURTON AND DEBBIE J. BURTON
V. COLORTYME, INC. AND JOHN BRUNENI
(Rockford, Illinois) Personal injury
action arising from a fall due to icy
pavement outside the franchise store
caused by the Defendant washing a car
on the premises. Information sent to
Jill Reeves on March 9, 1994 for
forwarding to insurance carrier.
Spoke to opposing counsel regarding
referral to insurance carrier and
request for extension. Extension
granted through May 5, 1994. Jill
Reeves notified of possible
settlement negotiations. SETTLED ON
JUNE 28, 1994.
March 28, 1994 CAROL A. JOHNSON V. MITCH FADEL DBA
COLORTYME (Riverside County,
California) Small claims action
alleging breach of contract for
failure to repair entertainment
center as promised or refund money.
Received one page Notice on May 9,
1994. Court date set for June 14,
1994. Further information being
requested from store manager by Mitch
Fadel. SETTLED ON NOVEMBER 3, 1994
FOR $4,025.
March 31, 1994 ALRENCO, INC. V. NEW CO., INC. A/K/A
COLORTYME, INC. OR COLORTYME (Palm
Beach, Florida) Complaint for
Judgment in the amount of $8,025.00
plus interest and penalties due to
failure to pay rent under an
Agreement for Exchange of Business
Assets. Answer due by April 28, 1994.
THE REQUEST MADE TO OPPOSING COUNSEL
TO REDIRECT LAWSUIT TO APPROPRIATE
FRANCHISE (APRIL 22, 1994) HAS
APPARENTLY BEEN HONORED.
May 4, 1994 HINTON ET AL V. COLORTYME, INC
(Milwaukee, Wisconsin) Class action
complaint alleging violations of the
Wisconsin Consumer Act. Answer due
May 30, 1994. Letter written to
opposing counsel outlining settlement
agreement with Attorney General's
office and requesting dismissal of
case against ColorTyme, Inc. or, in
the alternative, redirection against
ColorTyme Stores, Inc. Extension
granted by opposing counsel until
discussion with Attorney General's
office. Motion to dismiss filed on
November 22, 1994. Motion was
tentatively denied pending additional
Discovery on whether ColorTyme, Inc.
or ColorTyme Stores, Inc. is the
proper party Defendant. Motion may be
renewed. Answer filed on February 10,
1995. Status conference scheduled for
October 6, 1995. Class has been
certified but not defined. Tentative
trial date of October 14, 1996.
May 10, 1994 STATE OF FLORIDA DEPARTMENT OF
TRANSPORTATION V. JOHN M. RIFE, ET AL
INCLUDING COLORTYME, INC. (Seminole
County, Florida) Eminent domain
action to condemn certain property in
which ColorTyme or franchisee may
claim an interest. Response due July
15, 1994. ACTION PENDING BUT NO
LONGER INVOLVES COLORTYME.
May 25, 1994 STATE FARM MUTUAL AUTOMOBILE
INSURANCE CO., ET AL V. SAMUEL J.
DELGADO, ET AL, INCLUDING COLORTYME,
INC. (New Castle Co., Delaware).
Litigation arising out of May 21,
1992 vehicular accident allegedly
caused defendant Delgado, a
franchisee employee. ColorTyme, Inc.
served on May 25, 1994. Answer due by
June 14, 1994. Plaintiffs' attorney
willing to grant indefinite extension
to ColorTyme. NO ACTION SINCE JUNE 6,
1994. PRESUMED THAT COLORTYME HAS
BEEN DISMISSED FROM LITIGATION.
May 20, 1994 TOM ARVIZU, II V. COLORTYME, INC.,
CHORN ENTERTAINMENT, INC., ET AL
(Bell County, TX) A cause of action
for Negligence arising out of
vehicular accident on January 08,
1993, allegedly caused by defendant
Wilson, a franchise employee;
ColorTyme, Inc. served on May 20,
1994. Awaiting response by June 13,
1994, from Plaintiff's attorney in
regards to dismissing complaint
against ColorTyme. PLAINTIFF'S
ATTORNEY HAS AGREED TO TAKE NO
ADVERSE ACTION AGAINST COLORTYME.
July 28, 1994 RHONDA L. HALL V. COLORTYME, INC.
(Portsmouth, VA). Plaintiff seeks
$518 due by reason of damages to
personal property. Case scheduled for
August 29, 1994; continued for
September 26, 1994 (2:00); SETTLED ON
SEPTEMBER 15, 1994 FOR $518.00.
November 15, 1994 ELLA JONES V. R.K.K. COLORTYME ET AL.
(Los Angeles, California). Plaintiff
filed complaint for alleged
negligence resulting in personal
injuries. Appearance or answer due
within 30 days of service. Awaiting
response from Plaintiff's attorney in
regards to dismissing ColorTyme from
the lawsuit.
December 6, 1994 PARASIDIS TRUSTEE V. COLORTYME, INC.
ET AL. (Suffolk, Virginia). Plaintiff
filed a suit in excess of $7,800 due
by reason of rent for units at a
shopping center for failure to give
proper notice and damages to leased
premises. Appearance or answer due on
January 4, 1995 at 10:00 a.m.
Continued to February 15, 1995.
Continued to March 22, 1995.
Continued to May 17, 1995. SETTLED ON
MAY 16, 1995, FOR $3,000.00.
February, 1995 ABC RENTAL SYSTEMS, INC., ET AL. V.
COLORTYME, INC, ET. AL. (Tyler,
Texas; United States District Court).
Franchisor/franchisee litigation in
which Franchisee alleges breach of
contract (Franchise Agreements),
fraud, conspiracy in restraint of
trade (15 U.S.C. ^ 1; Sherman
Anti-Trust Act), violation of Civil
RICO and the Texas Business and
Commerce Code (unconscionable course
of conduct) and breach of fiduciary
duty. Defense is being furnished by
ColorTyme's franchise attorneys in
Washington, D.C. Motion to transfer
from Federal District Court in Tyler,
Texas to Dallas is pending, as well
as a few Motions to Dismiss. Pending
in Federal District Court -- Dallas.
February 17, 1995 THE NEW COMPANY, INC. V. COLORTYME,
INC. (Dallas, Texas). Plaintiff, a
former franchisee, sues for a
declaratory judgment that it has paid
all monies due ColorTyme under a
Termination Agreement and that
ColorTyme has released it with
respect to all claims related to
"Dealer Support" items. Color Tyme
has, on March 17, 1995, answered and
denied the allegations in Plaintiff's
Complaint and, additionally,
counterclaimed for the sum of
$10,725.75 for products advanced to
Plaintiff. Mediation scheduled for
June 14; SETTLED FOR NO MONEY.
April 4, 1995 PARASIDIS, TRUSTEE V. COLORTYME, INC.
T/A COLORTYME FINANCIAL SERVICES,
INC. (Suffolk, Virginia) Plaintiff
filed a suit requesting that
Defendant be ordered to return sales
counter and two printers or pay the
alternate value of $3,174.11 by
reason of Defendant's failure to
return items to store in Suffolk West
Shopping Center previously rented and
occupied by Defendant. Appearance or
Answer due May 17, 1995 at 2:30 p.m.
SETTLED ON MAY 15, 1995, FOR
$1,500.00.
May 15, 1995 WESTGATE INVESTORS, LTD. V. RAC USA,
INC., D/B/A/ RENT-A-CENTER, AND RAC
USA, INC. D/B/A TIR, INC., AND
COLORTYME STORES, INC., D/B/A
COLORTYME STORES, INC., D/B/A
COLORTYME, JOINTLY AND SEVERALLY;
(Harris County, Texas) Breach of
Lease action by landlord to collect
unpaid rent, default interest and
attorney's fees ($30,000+). The
affiliated company is no longer
actively doing business, and has no
assets. The company intends to
vigorously defend itself, as it was
not a party to the lease, although
the lease was in the trade name of
the company. It is likely that the
Company has some exposure for the
imposition of a minor amount of
damages in this case due to its
affiliation with the related entity.
April 10, 1995 RICHARD A. AND LORI GUNTLE V. ELMER
L. BLAKEMORE III ET AL AND INCLUDING
COLORTYME, INC., KEVIN A. GUNTLE V.
ELMER L. BLAKEMORE III, ET AL AND
INCLUDING COLORTYME, INC. (South
Bend, Indiana) Plaintiffs filed
Complaint for alleged negligence and
carelessness of Elmer L. Blakemore
III (a franchise employee) resulting
in personal injuries from an
automobile accident. Appearance or
Answer due in 23 days. Awaiting
response from Plaintiffs' attorney in
regards to dismissing ColorTyme from
the lawsuit. Plaintiffs' attorney
refuses to dismiss ColorTyme from the
lawsuit. Mediation scheduled for
December 18, 1995; no settlement
reached. Trial is set for May 8,
1996. Insurance carrier for
Franchisee has accepted responsi-
bility for all Defendants; therefore,
the attorney for the insurance
carrier will be representing
ColorTyme in this litigation.
August 28, 1995 ROGER D. SAWYERS V. COLORTYME, INC.,
COLORTYME STORES,INC., STEPHENVILLE
ENTERPRISES, TIMOTHY JAMES TILLISON,
NICHOLAS K. CAMPBELL, A MINOR AND
DANNY CAMPBELL (Dallas, Texas)
Plaintiff filed complaint for motor
vehicle damages. Appearance or Answer
due in 20 days. Awaiting response
from Plaintiff's attorney in regards
to dismissing ColorTyme, Inc. and
ColorTyme Stores, Inc. from the
lawsuit. DISMISSED ON DECEMBER 29,
1995.
August 31, 1995 THE HUT COMPANY, INC., ET AL. V.
COLORTYME, INC., ET AL. (Dallas,
Texas; United States District Court).
Litigation in which Franchisees
allege breach of contract (Franchise
Agreements), fraud, conspiracy in
restraint of trade (15 U.S.C. ^ 1;
Sherman Anti-Trust Act), violation of
Civil RICO and the Texas Business and
Commerce Code (unconscionable course
of conduct) and breach of fiduciary
duty. Will be vigorously defended.
October 25, 1995 KEVIN C. PAULSEN AND SHARI PAULSEN V.
ELMER L. BLAKEMORE III, ET AL AND
INCLUDING COLORTYME, INC. (South
Bend, Indiana) Plaintiffs filed
Complaint for alleged negligence and
carelessness of Elmer L. Blakemore
III (a franchise employee) resulting
in personal injuries from an
automobile accident. Appearance or
Answer due in 20 days. Awaiting
response from Plaintiffs' attorney in
regards to dismissing ColorTyme from
the lawsuit. Plaintiffs' attorney
refuses to dismiss ColorTyme from the
lawsuit. No mediation or trial date
has been scheduled. Insurance carrier
for Franchisee has accepted
responsibility for all Defendants;
therefore, the attorney for the
insurance carrier will be
representing ColorTyme in this
litigation.
January 10, 1996 SEYFARTH, SHAW, FAIRWEATHER &
GERALDSON V. COLORTYME, INC.
(Chicago, Illinois) Suit to collect
attorneys' fees charged to defend
William Woodward Webb in JACOBSON
PARTNERS, L.P. V. WILLIE R. TALLEY
AND WILLIAM WOODWARD WEBB. SETTLED.
January 30, 1996 BRAVO V. COLORTYME, INC., ET AL.
(Eagle Pass, Texas) Action for
alleged trespass, conversion, assault
and battery, negligent hiring and
negligent entrustment on the part of
franchisee and ColorTyme, Inc.,
resulting in pain, suffering, mental
anguish, etc. Awaiting decision of
Plaintiffs' counsel on request to
dismiss ColorTyme from lawsuit.
Advised that ColorTyme will need to
seek local counsel. Extension of time
granted to answer until March 11,
1996. Extension of time granted to
answer until May 10, 1996. Extension
of time granted to answer until June
10, 1996.
February 20, 1996 STATE OF WISCONSIN V. COLORTYME, INC.
(Milwaukee, Wisconsin). A new action
filed by the State of Wisconsin
alleging violations by ColorTyme and
its franchisee of the terms and
conditions of the May 25, 1994
Settlement and Judgment entered in
prior STATE OF WISCONSIN V.
COLORTYME, INC. litigation, SUPRA.
Specifically, the Complaint contends
that ColorTyme and its franchisee are
still offering unlawful rental-pur-
chase transactions, are repossessing
merchandise illegally and threatening
to initiate criminal actions against
delinquent customers in violation of
the State unfair debt collection
practices act. Based upon substantive
conversations with the Assistant
Attorney General handling this case,
it is clear that this action is an
attempt to judicially test the
validity of the December 14, 1994
Wisconsin Banking Commission's
opinion that "any option to acquire
ownership of rented or leased goods,
under rental or leased transactions
entered into in this state, for an
amount equal to or greater than 12%
of the total of rental or lease
payments under the transaction shall
not be considered nominal
consideration under the WCA". A
vigorous defense will be maintained
consistent with costs and good
relations with the Attorney General's
Office.
February 21, 1996 THE EASTWAY SQUARE LIMITED
PARTNERSHIP V. COLORTYME, INC.
(Charlotte, North Carolina) Breach of
Lease action by landlord to collect
unpaid rent, late payment charges and
other charges ($40,730.47) from
September, 1994 through expiration of
lease on June 30, 1995. Mr. Exline
will attempt buy-out of lease
obligations. SETTLED ON MAY 13, 1996
FOR $30,000.00.
March 19, 1996 JOHNSON V. COLORTYME, INC. (Boise,
Idaho) Action complaining of unfair
debt collection practices including
trespass, assault, battery,
intentional infliction of emotional
distress (harassing and abusive
telephone calls, threats, etc.),
defamation and breach of the peace.
Action also alleges violations of
Consumer Protection Act and Credit
Code. Awaiting decision of
Plaintiff's counsel on request to
dismiss ColorTyme from lawsuit since
conduct complained of was solely that
of franchisee. PLAINTIFF'S ATTORNEY
HAS DISMISSED COLORTYME FROM THE
LAWSUIT AND HAS SUBSTITUTED, IN ITS
PLACE, THE FRANCHISEE AS A PARTY
DEFENDANT.
March 25, 1996 BOYD V. COLORTYME, INC. (San Antonio,
Texas) Action complaining of unfair
debt collection practices including
harassment, intimidation and abuse of
customer in an effort to compel
payment of overdue rent. Awaiting
decision of Plaintiff's counsel on
request to dismiss ColorTyme from
lawsuit since conduct complained of
was solely that of franchisee.
PLAINTIFF'S ATTORNEY HAS AGREED TO
DROP COLORTYME FROM THE LAWSUIT.
April 26, 1996 ANITA MICHELLE ALLEN, ET AL. V.
HARVEY INDUSTRIES, ET AL, INCLUDING
COLORTYME, INC. (Beaumont, Texas).
Litigation involving allegations of
toxic chemical exposure.
April 30, 1996 MARIA D. ALVIAR V. COLORTYME, INC.,
ET AL. (Alice, Texas). Litigation
involving allegations of personal
injury due to faulty installation of
rental equipment. Appearance or
answer due May 20. Awaiting decision
of Plaintiff's counsel on request to
dismiss ColorTyme from lawsuit.
* Cases involving ColorTyme Stores, Inc.
SCHEDULE F-1
TERM LOANS -- 100% RECOURSE
ABC TV AND STEREO RENTAL
Dan Rudden
757 E. 20th #350
Denver, CO
11135 E. Colfax
Aurora, CO
5800 Colfax
Denver, CO
270 S. Federal
Denver, CO
80 W. 84th Avenue
Thornton, CO
COLORTYME LOAN--
Promissory Note: 04-22-96
Security Agreement: 01-15-96
Guaranty: 04-22-96
Stock Pledge Agreement: 01-15-96
Stock Certificate: 04-22-96
ALL CLEAR OF NEW CASTLE
Jim Farland
1405 N. Dupont Highway #5
New Castle, DE
COLORTYME LOAN --
Promissory Note -- 12-07-93
Promissory Note -- (not executed)
Promissory Note -- (not executed)
Guaranty -- 12-07-93
ALL CLEAR OF NEWARK
18 Marrows Road
Newark, DE
COLORTYME LOAN --
Promissory Note -- December 07, 1993
Promissory Note -- (not executed)
Promissory Note -- (not executed)
Guaranty -- (not executed)
ALL CLEAR OF SALISBURY
800 S. Salisbury
Salisbury, MD
COLORTYME LOAN --
Promissory Note: 12-07-93
Guaranty: 12-07-93
Promissory Note: (not executed)
Guaranty: (not executed)
Promissory Note: 12-07-93
Guaranty: 12-07-93
Promissory Note: (not executed)
Guaranty: (not executed)
Promissory Note: 12-07-93
Guaranty: 12-07-93
Promissory Note: (not executed)
Guaranty: (not executed)
CLASS H, INC.
James Holub and Michael Holub
15 Cliff Drive
Mineral Wells, TX 76067
1928 Glynn #21
Brunswick, GA
COLORTYME LOAN --
Credit & Security Agreement" 02-29-96
Pledge Agreement: 02-29-96
Stock Power: 02-29-96
Stock Certificates:
DAN CORP.
Mel Daniel
1702 Denney avenue
Pascagoula, MS
1801 Pass Road
Gulfport, MS
215 Superior Avenue
Bogalusa, LA
COLORTYME LOAN--
Promissory Note: July 5, 1993
Guaranty: July 8, 1993
UCCS: MS SOS 76678 08-23-93
MS SOS 933788 08-23-93
LA Washington 59-42444 07-26-93
MS S0S 071050 07-27-93
H&M TV RENTALS
Bobby W. Hanes
710 E. Center Street
Madisonville, KY
2045 US 41N
Henderson, KY
1825 Wabash Street
Terre Haute, IN
2310 Frederica Fnt.
Ownesboro, KY
301 N. 1st Avenue
Evansville, IN
802 W. Main, Suite 4
Booneville, IN
306 W. Fairchild
Danville, IL
105 E. University
Urbana, IL
COLORTYME LOAN --
Promissory Note:
Security Agreement:
Pledge Agreement:
Stock Power:
Guaranty:
J&A RENTALS, INC.
John Prothro
1118 N. Taylor
Garden City, KS
1905 W. Loop 281 #34
Longview, TX
1219B W. Crawford
Salina, KS
709 Perkins Road
Stillwater, OK
2205 Central
Dodge City, KS
2709 N. 14th Street
Ponca City, OK
1539 N. Kansas
Liberal, KS
1414 Industrial
Emporia, KS
1121 S. Jackson Street
Jacksonville, TX
2037 SE 29th
Topeka, KS
3056 S. John Redditt
Lufkin, TX
2135 North Summit
Arkansas City, KS
123 S. Washington
Junction City, KS
235 N. University #5
Nacogdoches, TX
2310 E. SE Loop 323
Tyler, TX
2323 Highway 79 S.
Henderson, TX
2010 Crockett Street
Palestine, TX
210 W. 5th Street
Hutchinson, KS
COLORTYME LOAN --
Promissory Note:
Security Agreement:
Guaranty: 05-24-93
UCCS-UNSECURED
Assumption Agreement: 07-01-93
JLJ Enterprises
Larry Crist
291 Barnett Road
Medford, OR
COLORTYME LOAN --
Promissory Note: 01-15-95
Security Agreement: 01-15-95
Pledge Agreement: 01-15-95
Stock Power: 01-15-95
UCCS-OR SOS S46375 03-31-95
KENTEX, INC.
Joe Ballard
1037 Mineral Wells Avenue
Paris, TN
822 Joe Clifton Drive
Paducah, NY
206 E. Reelfoot Avenue
Union City, TN
408 N. 12th Street
Murray, KY
913 W. Broadway
Mayfield, KY
COLORTYME LOAN --
Promissory Note: 01-29-96
Security Agreement: 01-29-96
Guaranty: 01-29-96
UCCS-KY Calloway-86244 12-16-88 Cont'd 03-20-93
Calloway-58396 02-04-83 Cont'd 01-19-93
Graves-60320 03-13-89 Cont'd 01-07-94
McCracken-703 01-27-87 Cont'd 10-07-91
TN SOS-521804 03-21-88 Cont'd 01-21-93
MAYO INVESTMENT, INC.
James Mayo
1191 Oak Ridge Tpk.
Oak Ridge, TN
4414 Boradway
Knoxville, TN
4409Q Chapman Hwy.
Knoxville, TN
2745 N. Keith Street
Cleveland, TN
1611 E. A. Johnson Hwy.
Morristown, TN
425 S. Jefferson
Cookeville, TN
COLORTYME LOAN--
Promissory Note: 04-20-95
Security Agreement: 04-20-95
Guaranty: 04-20-95
McCabe Enterprises, Inc.
Ray McCabe
605 E. Anaheim
Long Beach, CA
1731 W. Katella
Anaheim, CA
2144 S. Bristol
Santa Ana, CA
COLORTYME LOAN --
Promissory Note: 11-30-95
Security Agreement: 6-19-95 & 12-05-95
Guaranty: 11-30-95
Stock Power: 12- -95
Stock Certificate: 12- -95
UCCS- CA SOS 93229692 11-12-93
CA SOS 9512160738 04-28-95
CA SOS 9512160761 04-28-95
CA SOS 9512160748 04-28-95
Mimark Enterprises_--UTICA
Pat Parker, Joe Aromola
5703 Read Blvd.
New Orleans, LA
COLORTYME LOAN --
Promissory Note: February, 1996
Security Agreement: February, 1996
Guaranty: February, 1996
Stock Power:
Stock Certificate:
Pledge & Security Agreement:
UCCS: LA Orleans 36-104290 03-20-96
PAMIK, INC.
Mike Harmon
1672 S. Main
Laurinburg, NC
1812 Sam Rittenburg
Charleston, SC
1740 High Market Street
Georgetown, SC
1317 N. Main
Summerville, SC
COLORTYME LOAN --
Promissory Note: 11-21-94 (Copy)
Security Agreement: 11-21-94 (Copy)
Guaranty: 11-21-94 (Copy)
UCCS- SC SOS 0663798 03-27-90 Cont'd 12-07-94
NC Scotland 93 731 12-28-93
ROSE DEVELOPMENT
Darryl Rose
199 Paragon Pkwy. #2
Clyde, NC
1007 A Patton Avenue
Asheville, NC
208 Thompson Street #A
Hendersonville, NC
176 Walmart Plaza
Sylva, NC
586A Andrews Road
Murphy, NC
COLORTYME LOAN --
Promissory Note: 01-29-96
Security Agreement: 01-29-96
Guaranty: 01-29-96
Pledge & Security Agreement:
Stock Pledge:
UCCS-NC-SOS 96-111 05-08-96
NC Henderson 96-0445 05-08-96
NC SOS 7457 05-08-96
UTICA-DARTMOUTH RENTAL
COLORTYME LOAN --
Promissory Note: 03-06-95
Security Agreement: 03-15-96
SCHEDULE F-2
LINE OF CREDIT ACCOUNTS -- 100% RECOURSE
H&M TV RENTALS
Bobby W. Hanes
710 E. Center Street
Madisonville, KY
2045 US 41N
Henderson, KY
1825 Wabash Street
Terre Haute, IN
2310 Frederica Fnt.
Ownesboro, KY
301 N. 1st Avenue
Evansville, IN
802 W. Main, Suite 4
Booneville, IN
306 W. Fairchild
Danville, IL
105 E. University
Urbana, IL
Credit & Security Agreement: 04-20-95
Guaranty: 05-24-95
UCCS-IN SOS 1771255 03-25-92
IN Warrick 1995U02041 09-12-95
KY Daviess 65836 07-27-92
KY Daviess 35-1483783 07-27-92
KY Hopkins 243446 07-27-92
KY Henderson 0119497 07-27-92
IL SOS 3016052 08-04-92
JOHNSON-STANDLEY CORP.
Ned Johnson
111 Boston Avenue
Bridgeport, CT
324 Appleton
Holyoke, MA
1334 Liberty Street
Springfield, MA
1321 Whalley Avenue
New Haven, CT
949 Maple Avenue
Hartford, CT
767 B Wolcott Street
Waterbury, CT
1176-80 Elizabeth Avenue
Elizabeth, NJ
656 Newark Avenue
Jersey City, NJ
230 Main
Asbury Park, NJ
126 Broadway
Patterson, NJ
43 New Street
Irvington, NJ
Security Agreements: 11-02-92 & 11-06-92
Guaranties: 3 @ 11-02-92
Corporate Guaranties: 11-02-92 & 2 @ 11-30-92
UCCS- NJ SOS-1440041 02-11-92
CT SOS-708471 06-05-87 Cont'd 12-27-91
MA SOS-660147 12-31-86 Cont'd 08-22-91
CT SOS-681340 01-05-87 Cont'd 12-27-91
MAYO INVESTMENTS, INC.
James Mayo
1191 Oak Ridge Tpk.
Oak Ridge, TN
4414 Broadway
Knoxville, TN
4409Q Chapman Hwy.
Knoxville, TN
2745 N. Keith Street
Cleveland, TN
1611 E. A. Johnson Hwy.
Morristown, TN
425 S. Jefferson
Cookeville, TN
Security Agreement: 09-05-95
Guaranty: 03-30-87
UCCS-TN SOS 400289 01-21-87 Cont'd 10-07-91
Cont'd 10-09-95
UTICA RENTAL SYSTEMS
Dealer #3180
Pat Parker
446 Dartmouth Street
New Bedford, MA
3350 Cleveland Avenue
Columbus, OH
4109 S. Carrollton Avenue
New Orleans, LA
"44 Plaza" Route 44
Poughkeepsie, NY
1154 Mohawk Street
Utia, NY
22066 US Rt. 11
Watertown, NY
Plaza 44-280 Winthrop
Taunton, MA
360 Rhode Island Avenue
Fall River, MA
3766 E. Broad
Columbus, OH
2172 W. 4th Street
Mansfield, OH
Route 7 & Watt
Schenectady, NY
117 Corporation Drive
Hyannis, MA
139 Central Avenue
Albany, NY
333 North Street
Pittsfield, MA
119 Carmel Avenue
Lafayette, LA
4519 Westbank Expressway
Marrerro, LA
1144 W. Erie Blvd.
Rome, NY
Security Agreements: 06-06-91 & 06-20-95
Guaranties: 09-06-90; 06-20-95; 02-25-87 & 11-27-90
Corporate Guaranties: Providence Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Rochester Rental 06-11-93
UCCS-LA E. Baton Rouge 28-349009 05-11-92
LA E. Baton Rouge 17-1064581 10-08-90 Cont'd 07-10-95
OH SOS-AH0039308
OH Franklin 04-27-92
81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
UTICA-POUGHKEEPSIE
Security Agreements-09-06-90 & 06-20-95
Guaranties: 09-06-90 & 06-20-95
UCCS-MA SOS 027490 05-21-91 Cont'd 06-26-95
NY SOS 217589 10-11-90 Cont'd 07-24-95
LA E. Baton Rouge 17-1086648 06-01-93
MA Pittsfield City Clerk 98-18 01-13-94
UTICA-T.J. RENTALS
Security Agreement-06-20-95
Guaranties: 05-16-94 & 06-11-93
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
Rochester Rental 06-11-93
Providence Rental 06-11-93
UCCS- LA East Baton Rouge 17-1086651 06-01-93
LA East Baton Rouge 17-1088313 07-29-93
UTICA-PROVIDENCE RENTAL SYSTEMS
Pat Parker
50 Plainfield Street
Providence, RI
124 Broad Street
Pawtucket, RI
1500 Diamond Hill Road
Woonsocket, RI
Security Agreement: 06-20-95
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Rochester Rental 06-11-93
UCCS- RI SOS-560376 08-21-89 Cont'd 06-01-94
LA E. Baton Rouge 17-1086647 06-01-93
RI SOS-512540 01-15-87 Cont'd 10-16-91
OH Franklin 81176 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
UTICA-ROCHESTER RENTAL SYSTEMS
Pat Parker
3162 Lake Road
Horseheads, NY
999 E. Ridge Road
Rochester, NY
Security Agreement: 06-20-95
Guaranties: 10-21-91 & 06-20-95
Corporate Guaranties: Utica Rental 06-11-93
Poughkeepsie Rental 06-11-93
Dartmouth Rental 06-11-93
T.J. Rental 06-11-93
Providence Rental 06-11-93
UCCS-NY SOS-91-24037 11-18-91
NY Monroe 95-8265 11-16-95
LA E. Baton Rouge 171086649 06-11-93
OH Franklin 81176 08-31-89 05-17-93
NY SOS 218593 08-31-89 Cont'd 08-10-94
NY Oneida 8905075 08-21-89 Cont'd 08-03-94
SCHEDULE F-3
LINE OF CREDIT ACCOUNTS -- 50% RECOURSE
ABC TV AND STEREO RENTAL
Dan Rudden
757 E. 20th #350
Denver, CO
11135 E. Colfax
Aurora, CO
270 S. Federal
Denver, CO
5800 Colfax
Denver, CO
80 W. 84th Avenue
Thornton, CO
Credit & Security Agreement: 05-17-95
Guaranty Date: 01-31-95
Guaranty Date: 06-27-87
UCCS- CO SOS-00957730 01-16-87 Cont'd 12-27-91
CO SOS-570521 08-09-82 10-25-91
AFFINITY, INC.
Susan Schoenenberger
5005 Gov. Ritchie
Baltimore, MD
Credit & Security Agreement: 08-24-92
Guaranty Date: 08-24-92
UCCS- MD SOS-22838166 10-09-92
MD Anne Arundel 11-17-92
ALL CLEAR OF NEW CASTLE
Jim Farland
1405 N. Dupont Highway #5
New Castle, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Guaranty: 04-27-93
Corporate Guaranties: 3 @ 07-14-95; 04-27-93
UCCS- DE SOS-306035 05-07-93
DE SOS-303977 03-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
ALL CLEAR OF DOVER, INC.
288 S. Dupont Highway
Dover, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS-DE SOS-306037 05-07-93
DE SOS-303976 03-29-93
ALL CLEAR OF NEWARK
18 Marrows Road
Newark, DE
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS-DE SOS-306036 05-07-93
DE SOS-303978 03-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
ALL CLEAR OF SALISBURY
800 S. Salisbury
Salisbury, MD
Credit & Security Agreement: 07-14-95
Credit & Security Agreement: 04-01-93
Corporate Guaranties: 3 @ 07-14-95; 3 @ 04-27-93
UCCS-MD SOS-31198405 04-29-93
MD Wicomico 930702 04-29-93
DE SOS-07392 05-25-90 Cont'd 02-17-95
CAPITAL, INC.
Don Hayes
2158 Brownsvillie Road
Pittsburgh, PA
Security Agreement: 11-01-89
Guaranties: 2 @ 11-01-89
UCCS-PA SOS-18050041 12-28-89 Cont'd 10-03-94
PA Allegheny 95005601 08-18-95
PA Allegheny 95005602 08-18-95
DARGAN LEASING
Tim Dargan
1817 Mt. Holly Rd.
Burlington, NY
6718 Blackhorse Pk.
Ed Harbor, NJ
2881 Mt. Eshaim Avenue
Camden, NJ
1636 N. Olden Avenue
Ewing, NJ
Credit & Security Agreement: 09-07-95
Guaranty: 04-22-91
UCCS-NJ SOS-1391125 03-25-91 Cont'd 01-25-96
EBRO INTERNATIONAL
Frank Pannell
400 N. Navy Blvd., #4
Pensacola, FL
33 Brent Lane
Pensacola, FL
99 N. Elgin Pkwy, #6B
Ft. Walton Beach, FL
1010-B Freeport Highway
De Funiak Springs, FL
Credit & Security Agreement: 07-07-89
Guaranties: 07-07-89; 05-22-89 & 06-1-95
UCCS-FL SOS-8900000-145667 05-30-89 Cont'd 02-04-94
J.E.M. LEASING, INC.
Mike Houseworth
910 International Speedway
Daytona Beach, FL
2701 SW College #307
Ocala, FL
Security Agreement: 08-08-95 A& 02-17-93
Guaranty: 02-28-93
Corporate Guaranty: 02-28-93
UCCS-FL SOS-89000023077 08-28-89 Cont'd 06-14-94
Assumption Agreement: 07-01-93
JERETY CORPORATION
John Lesch
3021 NE 72nd Avenue #15
Vancouver, WA
Security Agreement: 09-30-95 & 09-10-91
Guaranty: 09-10-91
UCCS-WA SOS- 09-30-91
KEY RENT-TO-OWN (RTO)
Jeff Hazard
1183 Merritt Blvd.
Dundalk, MD
4004 Eastern
Baltimore, MD
2111 W. Patapsco Avenue
Baltimore, MD
2335 E. Northern Pkwy.
Baltimore, MD
Security Agreement: 11-06-92
Guaranty: 11-06-92
UCCS-MD SOS-537885 11-27-92
MD SOS-23328195 11-27-92
MD Baltimore-459320 12-29-92
LOCKHART RENTALS, INC.
Tony Lockhart
228L Roger Willis Blvd.
Glasgow, KY
2945 Scottsville #32
Bowling Green, KY
Security Agreement: 09-28-95
Guaranty: 08-13-92
UCCS-KY Warren-100284 12-27-89 Cont'd 10-07-94
KY Barren-009051 03-11-93
MARTIN & SHEEHAN, INC.
Peter Sheehan
300 Main St.-Simoneau
Nashua, NH
345 Lincoln Street
Manchester, NH
Security Agreement: 12-20-93
Guaranty: 04-13-87
UCCS-NH SOS 245062 01-21-87 Cont'd 10-16-91
City of Nashua 060313 10-09-86 Cont'd 05-28-91
City of Manchester 100,939 11-20-86 Cont'd 05-28-91
M. G. LEASING, INC.
Steve Gopoyan
731 Main Street
Worcester, MA
Security Agreement: 08-19-95
Guaranty: 01-27-94
UCCS- MA SOS 12-30-93
MOLNER, KILBY, SHIVELY
Gary Kirby
1244 N. 1st Street
Fresno, CA
Security Agreement: 08-15-95
Guaranty: 11-18-86
UCCS- CA SOS- 01-16-87 Cont'd 10-07-91
MWT LEASING, INC.
Jim Moore
3110 New Bern Ave. #112
Raleigh, NC
Security Agreement: 08-20-93
Guaranty: 08-20-93
UCCS-NC SOS-08-31-93 09-07-93
NEWJAX CONCEPTS, INC.
Mike Houseworth
3118 W. Edgewood Avenue
Jacksonville, FL
Security Agreement: 10-22-92
Guaranty: 09-09-93
Corporate Guaranty: 10-22-92
UCCS- FL SOS-920000299250 10-29-92
R.K.K., Inc.
Dealer #4910
Jerry Kane
5107 Venice Blvd.
Los Angeles, CA
911 N. La Brea
Inglewood, CA
Security Agreement: 02-28-91
Guaranty: 10-29-87
UCCS-CA SOS-85096993 02-13-90 Cont'd 01-13-95
CA Los Angeles- 04-19-85 Cont'd 02-15-90
Cont'd 01-13-95
CA SOS-87014209 01-16-87 Cont'd 10-07-91
RENTAL SYSTEMS, INC.
Arnold Jones
3251 W. 3rd Street
Bloomington, IN
3150 Columbus Center
Columbus, IN
4200 S. East #13
Indianapolis, IN
1972 Elmwood Avenue
Lafayette, IN
450 S. 9th
Richmond, IN
1001 W. Jackson Street
Muncie, IN
Security Agreements: 07-02-95 & 01-11-93
Guaranties: 07-02-95; 08-03-95; 12-09-94 & 01-11-93
UCCS IN SOS-1821715 01-07-93
IN Floyd-10209 01-22-93
SBG LEASING
Steve Gopoyan
15-17 Corinth Street
Roslindale, MA
541 Columbus Road
Dorchester, MA
317-319 Belmont Street
Brockton, MA
Security Agreement: 08-19-95
Guaranty: 10-15-92
Corporate Guaranty: 03-12-92
UCCS-MA SOS-034079 06-25-91
MA Worcester-112235 06-29-94
TEL-NAKA RENTALS
Don Hayes
575 Morgantown St. #25
Uniontown, PA
Security Agreement: 11-01-89
Guaranty: 11-01-89
UCCS- PA SOS- 12-05-89 Cont'd 10-03-94
PA Allegheny 10-13-92
TEL-REN, INC.
Don Hayes
1706A Mileground
Morgantown, WV
Greensburg Shop Ctr. #11
Greensburg, PA
Security Agreement: 04-03-87
Guaranty: 03-12-89
UCCS- PA SOS-21981610 06-02-93
PA Westmoreland-1825 of 1984 5-18-84 Cont'd 01-20-94
WV SOS-230510 12-30-86 Cont'd 08-23-91
WV Monongalia-1447 12-29-86 Cont'd 09-16-91
TRINITY LEASING
Preston Avery
2300 Church Street
Conway, SC
Security Agreements: 06-11-92 & 04-22-92
Guaranties: 03-15-95; 04-22-92 & 06-11-92
UCCS- SC SOS-92-922588 05-12-92
NC SOS-0889752 05-13-92
SC SOS-92-931382 07-06-92
