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EXHIBIT 10.1
DEED OF ASSIGNMENT FOR
THE BENEFIT OF CREDITORS
This Deed of Assignment for the Benefit of Creditors, hereinafter
"Assignment," is made this 31st day of October, 2000, between Altiva Financial
Corporation, with a principal place of business at 4405 Northside Parkway,
Unit 2017, Atlanta, Georgia 30327, hereinafter "Assignor," and Herbert C.
Broadfoot II as Assignee, whose address is 2400 International Tower, Peachtree
Center, 229 Peachtree Street, N.E., Atlanta, Georgia 30303-1629, hereinafter
"Assignee."
WHEREAS, the Assignor has been engaged in the business of financial
services; and
WHEREAS, the Assignor is indebted to creditors, as set forth in
Schedule "A" annexed hereto, is unable to pay its debts as they become due,
and is desirous of providing for the payment of its debts, so far as it is
possible by an Assignment of all of its assets for that purpose.
NOW, THEREFORE, the Assignor, in consideration of the Assignee's
acceptance of this Assignment, and for other good and valuable consideration,
hereby grants, assigns, conveys, transfers, and sets over, unto the Assignee,
his successors and assigns, all of its assets, including, but not limited to,
all real property, fixtures, goods, stock, inventory, equipment, furniture,
furnishings, accounts receivable, bank deposits, cash, promissory notes, cash
value and proceeds of insurance policies, books, books of account, choses in
action, drafts, bills,
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judgments, liens, mortgages, claims and demands belonging to the Assignor,
wherever such assets may be located, hereinafter the "Estate."
The Assignee shall take possession and administer the Estate in
accordance with the provisions of the Official Code of Georgia Annotated
Sections 18-2-40 through 18-2-59, and shall liquidate the assets of the Estate
with reasonable dispatch and convert the Estate into money, collect all claims
and demands hereby assigned as may be collectible, and pay and discharge all
reasonable expenses, costs, and disbursements in connection with the execution
and administration of this Assignment from the proceeds of such liquidations
and collections.
The Assignee shall then pay and discharge in full, to the extent that
funds are available in the Estate after payment of administrative expenses,
costs, and disbursements, all of the debts and liabilities now due from the
Assignor, including interest on such debts and liabilities. If funds of the
Estate shall not be sufficient to pay such debts and liabilities in full, then
the Assignee shall pay from funds of the Estate such debts and liabilities, on
a pro rata basis and in proportion to their priority as such priority would be
established under applicable law.
In the event that all debts and liabilities are paid in full, any
funds of the Estate remaining shall be returned to the Assignor.
To accomplish the purposes of this Assignment, the Assignor hereby
appoints the Assignee its true and lawful attorney, irrevocable, with full
power and authority to do all acts and things which may be necessary to
execute the Assignment hereby created; to demand and recover from all persons
all assets of the Estate; to sue for
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the recovery of such assets; to execute, acknowledge, and deliver all
necessary deeds, instruments, and conveyances; and to appoint one or more
attorneys under him to assist the Assignee in carrying out his duties
hereunder.
The Assignor hereby authorizes the Assignee to sign the name of the
Assignor to any check, draft, promissory note, or other instrument in writing
which is payable to the order of the Assignor, or to sign the name of the
Assignor to any instrument in writing, whenever it shall be necessary to do
so, to carry out the purpose of this Assignment.
The Assignee hereby accepts the trust created by the Assignment, and
agrees with the Assignor that the Assignee will faithfully and without delay
carry out his duties under the Assignment.
ASSIGNOR
Altiva Financial Corporation
By: [sig]
------------------------------
Its: : Ex VP/CFO
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Sworn to and subscribed before me
this 31 day of October, 2000.
Dolores J. Janis
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires: 3/1/01
[SEAL]
(Signatures continued on next page)
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ASSIGNEE
Herbert C. Broadfoot II
---------------------------------
Herbert C. Broadfoot II, as Assignee
Sworn to and subscribed before me
this 31 day of October, 2000.
Denise Legg
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires:
[SEAL]
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STATE OF ILLINOIS
COUNTY OF COOK
AFFIDAVIT OF J. RICHARD WALKER
Personally before the undersigned officer duly authorized to
administer oaths, appeared J. Richard Walker, who after being duly sworn, upon
oath, states as follows:
1. My name is J. Richard Walker. I am over twenty-one (21)
years of age, I am not suffering from any civil disabilities and I am capable
of making this Affidavit.
2. I am the Executive Vice President and Chief Financial
Officer of Altiva Financial Corporation.
3. This Affidavit is given based upon my personal knowledge of
the facts set forth and in support of that certain Deed of Assignment for the
Benefit of Creditors, hereinafter "Assignment," made the 31st day of October,
2000, between Altiva Financial Corporation, Assignor, and Herbert C. Broadfoot
II as Assignee.
4. To the best of my knowledge and belief, the Assignment
conveys all property held, claimed, or owned by Assignor at the time of making
the Assignment.
5. To the best of my knowledge and belief, all recitals and all
estimates of totals and values therein and all lists of creditors are true.
6. To the best of my knowledge and belief, the debts set out as
due to any preferred creditors are bona fide just, due, and unpaid.
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7. The Assignment is not made for the purpose of hindering,
delaying, or defrauding creditors.
FURTHER AFFIANT SAYETH NOT.
/s/ J. Richard Walker
-----------------------------------------
J. Richard Walker
Sworn to and subscribed before me
this 31 day of October, 2000.
Dolores J Janis
-------------------------------------------------
NOTARY PUBLIC
My Commission Expires: 3/1/01
[SEAL]
2
