UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ACCEL International Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
004299 10 3
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(CUSIP Number)
William H. Cuddy, Esq. (860) 275-0100
Day, Berry & Howard
CityPlace I, Hartford, Connecticut 06103-3499
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, December 15, and December 28, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement/ /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Continued on the following pages.
Page 1 of 33 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. __ 004299 10 3__ Page 2 of 33 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.T. Chase Enterprises, Inc.
06-0892627___________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut __________________________________________________________
7 SOLE VOTING POWER
0 shares (see Row 11 below)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares (see Row 11 below)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 shares (see Row 11 below)
PERSON
WITH 10 SHARE DISPOSITIVE POWER
0 shares (see Row 11 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares except to the extent that the reporting person shares
voting or dispositive power with respect to 1,398,454 shares owned
by Chase Insurance Holdings Corporation (of which 812,842 shares have
been loaned to American Ranger, Inc.) by Chase Insurance Holdings
Corporation by reason of the affiliations described herein.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES*
/X/
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0% (see Row 11 above)____________________________________
14 TYPE OF REPORTING PERSON*
CO, HC_____________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 3 of 33 Pages
AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D
D.T. Chase Enterprises, Inc. hereby amends and restates, as required by
Regulation 13d-2(c), its statement on Schedule 13D dated December 29, 1993 (the
"Schedule 13D"), as amended by Amendment No. 1 thereto dated February 3, 1995,
with respect to the common stock, par value $0.10 per share (the "Common
Stock"), of ACCEL International Corporation ("ACCEL"). The reporting person is
filing this Amendment No. 2 because the percentage of its beneficial ownership,
to the extent that the reporting person shares voting or dispositive
power with respect to shares of Common Stock of ACCEL owned by Chase Insurance
Holdings Corporation ("CIHC") and American Ranger, Inc. ("ARI") by reason of
the reporting person's affiliation to CIHC and ARI as described herein, has
changed as a result of CIHC's disposition of 382,000 shares of Common Stock, as
detailed below in Item 5.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock, par value $0.10 per share (the "Common Stock") of ACCEL
International Corporation ("ACCEL"), a Delaware corporation, whose principal
executive offices are located at 475 Metro Place, North Dublin, Ohio 13017.
Item 2. Identity and Background.
(a) - (c) Name: D.T. Chase Enterprises, Inc.
Residence or Business Address:
One Commercial Plaza
Hartford, Connecticut 06103
Present Principal Occupation or Employment:
The reporting person is a holding company which invests in marketable
and other securities. The reporting person has a wholly-owned subsidiary, ARI,
which owns 100% of the common stock of CIHC, which invests in marketable and
other securities. ARI and CIHC are described further in Item 6 below.
The information required by subsections (a) through (c) of this Item 2
with respect to the executive officers and directors of the reporting person as
of the date hereof is incorporated herein by reference to such information in
Exhibit A filed herewith.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 4 of 33 Pages
(d) During the past five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, none of the executive officers or
directors of the reporting person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, the reporting person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor has it, as a result of any such proceeding, been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. During the past five
years, none of the executive officers or directors of the reporting person has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, nor has any of them, as a result of any such
proceeding, been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Citizenship: The reporting person is a Connecticut corporation.
Each of the executive officers and directors of the reporting person is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 1993, in accordance with a Share Purchase Agreement
dated December 23, 1993 among ARI, CIHC and Fairfax Financial Holdings Limited
("Fairfax"), providing for the sale by CIHC to Fairfax of all of the capital
stock of Ranger Insurance Company ("Ranger"), CIHC purchased 1,823,454 shares
of Common Stock from Ranger. (Ranger had previously reported its ownership of
these shares on a Statement on Schedule 13D, and ARI and CIHC had also
previously reported their relationship to Ranger and these shares on Statements
on Schedule 13D. On March 17, 1993, the reporting person acquired all
of the issued and outstanding capital stock of ARI). Ranger sold the 1,823,454
shares of Common Stock to CIHC in partial consideration of a non-interest
bearing demand promissory note in the principal amount of $72,443,515, payable
on the earlier of the Closing Date of the sale of Ranger's capital stock to
Fairfax and January 31, 1994. In order to secure this note, CIHC collaterally
assigned and transferred and granted to Ranger a security interest in the
1,823,454 shares of Common Stock along with other investments. On January 6,
1994, CIHC sold the capital stock of Ranger to an affiliate of Fairfax, and the
promissory note was paid and the collateral assignment and security agreement
ceased to be effective. (As of that date the Stock Purchase Agreement and
Ranger's agreement on voting a portion of the 1,823,454 shares of Common Stock
referred to in previous statements on Schedule 13D were also terminated.) On
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 5 of 33 Pages
January 1, 1994, Ranger sold $606,000 principal amount of Redeemable
Subordinated Notes due July 31, 2000 of ACCEL to CIHC pursuant to a Note
Purchase and Security Agreement in consideration of a promissory note of CIHC
in the principal amount of $606,000, which CIHC secured by granting Ranger a
security interest in 150,000 shares of Common Stock. On December 29, 1995,
CIHC repaid the $606,000 note to Ranger in full and the pledged shares were
returned.
On January 6, 1994, CIHC pledged 1,673,454 shares of Common Stock to
Delaware National Investments Limited Partnership ("Delaware National"), an
affiliate of the reporting person, to secure revolving loans. Delaware
National released the 1,673,454 shares of Common Stock pledged to it on June
30, 1994, at which time CIHC loaned 812,842 shares of Common Stock (the
"Borrowed Securities") to ARI pursuant to a letter agreement (the "Letter
Agreement") dated June 30, 1994, between CIHC and ARI. In exchange for CIHC
lending the Borrowed Securities, ARI has agreed to pay CIHC quarterly a service
fee (the "Service Fee") equal to six percent (6%) per annum of the average
monthly market value of the Borrowed Securities pro rated over the number of
days the Letter Agreement is in effect. ARI intends to use working capital to
pay the service fee.
Item 4. Purpose of Transaction.
To the best knowledge of the reporting person, ARI has acquired the
Borrowed Securities to provide additional collateral for a working capital
loan, as described in greater detail in Item 6. To the best knowledge of the
reporting person, CIHC is holding the 1,351,454 shares of Common Stock it owns
of record for purposes of investment. Based on each of ARI's and CIHC's
ongoing evaluation of the business, prospects and financial condition of ACCEL,
the market for and price of the Common Stock, other opportunities available to
it, offers for its shares of Common Stock, general economic conditions and
other future developments, ARI and/or CIHC may decide to sell or seek the sale
of all or part of its present or future beneficial holdings of Common Stock, or
may decide to acquire additional Common Stock either in the open market, in
private transactions, or by any other permissible means.
Other than the above, as of the date hereof, neither the reporting
person nor, to the best knowledge of the reporting person, CIHC or ARI has
any plans or proposals that relate to or would result in any of the following:
(a) The acquisition by any person of additional securities
of ACCEL, or the disposition of securities of ACCEL;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving ACCEL or any of its
subsidiaries;
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 6 of 33 Pages
(c) A sale or transfer of a material amount of assets of
ACCEL or of any of its subsidiaries;
(d) Any change in the present board of directors or
management of ACCEL, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or
dividend policy of ACCEL;
(f) Any other material change in ACCEL's business or
corporate structure;
(g) Changes in ACCEL's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of ACCEL by any person;
(h) Causing a class of securities of ACCEL to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of ACCEL becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(i) As of the date hereof, ARI may be deemed to beneficially own the
Borrowed Securities, or 18.3% of the 4,446,432 shares of Common Stock
outstanding as of October 31, 1995. As of the date hereof, CIHC owns of record
and beneficially 1,351,454 shares of Common Stock, or 30.4% of the 4,446,432
shares of Common Stock outstanding as of October 31, 1995, except to the extent
CIHC may be deemed to have transferred beneficial ownership of the Borrowed
Securities to ARI.
(ii) In accordance with Rule 13d-4 under the Exchange Act, the
reporting person expressly declares that the filing of this statement shall not
be construed as an admission that it is, for the purposes of Section 13(d) or
Section 13(g) of the Exchange Act, the beneficial owner of any of the (i) 2,140
shares of Common Stock, or less than 0.1% of the shares of Common Stock
outstanding as of October 31, 1995, owned by Sandra M. Chase, the spouse of
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 7 of 33 Pages
Arnold L. Chase or (ii) 382,000 shares of Common Stock, or 8.6% of the shares
of Common Stock outstanding as of October 31, 1995, owned by Rhoda Chase, the
spouse of David T. Chase.
(b) The reporting person has no power to vote, direct the voting of,
dispose of, or direct the disposition of the 1,351,454 shares of Common Stock
held of record by CIHC or the Borrowed Securities which may be deemed to be
beneficially owned by ARI, except to the extent that the reporting person
shares voting or dispositive power with respect to such 1,351,454 shares with
ARI and CIHC by reason of the affiliations described herein.
(c) Besides the following transaction, no transactions occurred
during the past sixty days:
<TABLE>
<CAPTION>
Price Number Where and How
Character of Per of Transaction Was
Date Transaction Share Shares Effected
<S> <C> <C> <C> <C>
4/17/95 Disposition by CIHC $2.00 210,000 Private Sale
12/15/95 Disposition by CIHC $2.50 125,000 Private Sale
12/28/95 Disposition by CIHC $2.375 47,000 Private Sale
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
David T. Chase, his son, Arnold L. Chase, and his daughter, Cheryl
Chase Freedman, are the directors and three of the executive officers of the
reporting person, the directors and executive officers of ARI and the directors
and executive officers of CIHC. All of the outstanding stock of the reporting
person is owned by David T. Chase (33.95%), Rhoda L. Chase (2.21%), Arnold L.
Chase (9.34%), Cheryl Chase Freedman (14.74%), five trusts for the benefit of
Arnold L. Chase's children and two trusts for the benefit of Arnold L. Chase,
his spouse and/or his children of which Stanley N. Bergman and Arnold L. Chase
are co-trustees (20.15% in the aggregate), and five trusts for the benefit of
Cheryl Chase Freedman's children and two trusts for the benefit of Cheryl Chase
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 8 of 33 Pages
Freedman, her spouse and/or her children of which Stanley N. Bergman and Cheryl
Chase Freedman are co-trustees (19.61% in the aggregate).
CIHC loaned the Borrowed Securities to ARI pursuant to the Letter
Agreement. Under the terms of the Letter Agreement, ARI has full use of the
Borrowed Securities, including the right to sell, pledge or otherwise transfer
or encumber the Borrowed Securities, until termination of the Letter Agreement.
In exchange for CIHC's lending the Borrowed Securities to ARI, ARI is to pay
CIHC the Service Fee. In addition, ARI is to pay to CIHC any cash dividends or
distributions declared on the Common Stock during the term of the Letter
Agreement. Upon the termination of the Letter Agreement, ARI is to deliver to
CIHC securities that are identical in kind and amount to the Borrowed
Securities and including all dividends and distributions in the form of stock,
rights, warrants or other securities which ACCEL makes during the term of the
Letter Agreement. The Letter Agreement is to terminate January 15, 1997 unless
terminated sooner by one of the parties pursuant to the terms of the Letter
Agreement.
As of December 22, 1995, ARI had pledged 562,842 shares of the Borrowed
Securities to Advest Bank to secure a working capital loan. Under the terms of
the Amended and Restated Loan, Security and Pledge Agreement, the number of
shares of Common Stock which ARI is required to pledge varies depending upon
the outstanding principal amount of the note and the market value of the Common
Stock.
Other than the foregoing and the pledges and Note Purchase and Security
Agreement referred to in Item 3, the reporting person knows of no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the persons named in Item 2 and any other person with respect to any
securities of ACCEL including, but not limited to, transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
The reporting person has not agreed to act together with any of the
foregoing persons or with any other person or entity for the purpose of
acquiring, holding, voting or disposing of shares of Common Stock and the
reporting person disclaims membership in any "group" with respect to the Common
Stock for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b)(1)
adopted thereunder.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 9 of 33 Pages
Item 7. Material to be Filed as Exhibits.
A. Identity and Background of Executive
Officers and Directors...............................Page 11
B. Stock Loan Agreement dated June 30, 1994.............Page 12
C. Amended and Restated Loan, Security and Pledge Agreement
dated as of June 30, 1994 ...........................Page 15
D. Stock Purchase Agreement
Dated December 29, 1993..............................Previously Filed
E. Non-Interest Bearing Promissory Note
Dated December 29, 1993..............................Previously Filed
F. Collateral Assignment and Security Agreement
Dated as of December 30, 1993........................Previously Filed
G. Note Purchase and Security Agreement
Dated January 1, 1994................................Previously Filed
H. Promissory Note Dated January 1, 1994................Previously Filed
I. Revolving Loan Note (Secured)
Dated as of January 6, 1994..........................Previously Filed
J. Loan and Security Agreement
Dated as of January 6, 1994..........................Previously Filed
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 10 of 33 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the reporting person certifies that the information set forth in this statement
is true, complete and correct.
Date: January 5, 1996 D.T. Chase Enterprises, Inc.
By /s/ Cheryl Chase Freedman
Name: Cheryl Chase Freedman
Title: Executive Vice President
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 11 of 33 Pages
<TABLE>
<CAPTION>
EXHIBIT A
IDENTITY AND BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS
OF
D. T. CHASE ENTERPRISES, INC.
Aggregate # Percentage
of Shares of of Common
Residence or Principal Occupation Titles At Common Stock
Name Business Address or Employment Chase Enterprises Stock Owned Owned
<S> <C> <C> <C> <C> <C>
David c/o Chase Chairman of the President and 382,000* 8.6%*
T. Enterprises Board of Director
Chase One Commercial Directors and
Plaza President,
Hartford, CT Chase
06103 Enterprises
Arnold c/o Chase Executive Vice Director, None 0
L. Enterprises President, Executive
Chase One Commercial Chase Vice President
Plaza Enterprises and Treasurer
Hartford, CT
06103
Cheryl c/o Chase Executive Vice Director, None 0
Chase Enterprises President, Executive Vice
Freedman One Commercial Chase President and
Plaza Enterprises Secretary
Hartford, CT
06103
Richard c/o Chase Senior Vice Vice President None 0
B. Enterprises President,
Steele One Commercial Chase
Plaza Enterprises
Hartford, CT
06103
Robert c/o Chase Vice President, Vice President None 0
E. Enterprises Chase
Fowler III One Commercial Enterprises
Plaza
Hartford, CT
06103
</TABLE>
* Shares held by spouse with respect to which David T. Chase disclaims
beneficial ownership.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 12 of 33 Pages
EXHIBIT B
CHASE INSURANCE HOLDINGS CORPORATION
C/O CHASE ENTERPRISES, ONE COMMERCIAL PLAZA
HARTFORD, CT 06103
June 30, 1994
American Ranger, Inc.
C/O Chase Enterprises
One Commercial Plaza
Hartford, CT 06103
Re: Loan of Common Stock of ACCEL International Corporation
This letter will set forth and confirm the agreement entered into
between American Ranger, Inc. ("Borrower") and Chase Insurance Holdings
Corporation ("Lender") regarding shares of common stock of ACCEL International
Corporation (the "Company").
1. Lender hereby confirms that it has loaned to Borrower 812,842 shares of
the common stock, no par value, of the Company ("Borrowed Securities").
2. Until this Agreement is terminated, Borrower shall have the full use of
the Borrowed Securities including the right to sell, pledge or otherwise
transfer or encumber such securities to others.
3. Upon the termination of this Agreement, Borrower shall deliver to
Lender securities identical in kind and amount to the Borrowed Securities and
including all dividends and distributions in the form of stock, rights,
warrants or other securities which the Company has made during the term of this
Agreement with respect to the Borrowed Securities. During the term of this
agreement and from time to time but in no event later than ten (10) days after
the date of any distributions, Borrower shall pay over to Lender in cash the
amount of any cash dividends or distributions made by the Company respecting
the Borrowed Securities. In the event of a recapitalization, stock split or
other exchange by the Company with respect to the Borrowed Securities, the
exchanged or newly issued shares shall be deemed identical in kind to the
Borrowed Securities.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 13 of 33 Pages
4. Borrower agrees to pay Lender a service fee for the use of the Borrowed
Securities. The service fee shall be six percent (6%) per annum of the average
monthly market value of the Borrowed Securities pro rated over the number of
days this Agreement is in effect. Such fee shall be due and payable quarterly
on the fifteenth (15th)day of each July, October, January and April for which
this Agreement is in effect.
5. Upon demand, Borrower will secure its obligations under this agreement
by delivering the Lender marketable securities, or other property having a
market value of at least one hundred and five percent (105%) of the market
value of the Borrowed Securities. Such transfer of property as security shall
be accompanied by such instruments and documents as shall be adequate to
provide Lender with a good and valid security interest therein. The said
security interest shall give Borrower the right to substitute collateral.
Except in the event of default by Borrower, Lender shall not have any right to
sell or otherwise dispose of the collateral.
6. Lender and Borrower agree that the loan of the Borrowed Securities
shall not reduce Lender's risk of loss or opportunity for gain respecting the
Borrowed Securities.
7. Borrower and Lender agree that they shall maintain their respective
books and records with respect to the Borrowed Securities to reflect the
transfer of said securities under this Agreement; to record any obligation that
may arise with respect to any dividends or distributions respecting the
Borrowed Securities which may be made by the Company; to record the transfer of
any property or cash in satisfaction of any dividend or distribution
obligation; and to record the transfer of stock in whole or partial
satisfaction of the obligation respecting return of the Borrowed Securities.
Borrower and Lender further agree that they will, upon reasonable request,
confirm to the other or any auditors of the other their respective obligations
with respect to the Borrowed Securities. The obligation hereunder regarding
the records of the parties shall also apply with respect to any collateral
which may be transferred to secure Borrower's obligation.
8. Unless otherwise sooner terminated as herein provided, this Agreement
shall terminate on January 15, 1997. Borrower reserves the right to terminate
this Agreement by return of the Borrowed Securities upon two (2) days' notice
to Lender. Such right of termination shall be exercisable in whole or in
part. Lender reserves the right to terminate this agreement on written notice
to Borrower of five (5) business days, at which time Borrower shall fulfill its
obligations to Lender as provided in paragraph 3 hereof.
9. This Agreement shall be binding upon the respective successors and
assigns of Lender and Borrower.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 14 of 33 Pages
Please confirm that the foregoing sets forth our understanding
regarding the Borrowed Securities by signature below.
Very truly yours,
Chase Insurance Holdings Corporation
/s/ Cheryl Chase Freedman
Cheryl Chase Freedman
Executive Vice President
THE FOREGOING IS HEREBY
CONFIRMED AND AGREED TO:
BY: American Ranger, Inc.
Cheryl Chase Freedman
Executive Vice President
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 15 of 33 Pages
EXHIBIT C
AMENDED AND RESTATED LOAN, SECURITY AND PLEDGE AGREEMENT
AMENDED AND RESTATED LOAN, SECURITY AND PLEDGE
AGREEMENT, dated as of June 30, 1994, between AMERICAN RANGER, INC., a
Delaware corporation having offices at One Commercial Plaza, Hartford,
Connecticut 06103 (the "Borrower"), and ADVEST BANK, a savings bank formed
under the laws of the State of Connecticut having an office at One Commercial
Plaza, Hartford, Connecticut 06103 ("Bank").
R E C I T A L S:
Bank loaned to Borrower the sum of $3,500,000 (the "Loan") which
is currently evidenced by a certain Amended and Restated Note, dated as of
March 31, 1992, from Borrower to Bank in the original principal amount of
$3,500,000 (the "Old Note") and is secured by a certain Security and Pledge
Agreement, dated as of March 31, 1992 (the "Old Security Agreement"), between
Borrower and Bank. The Loan is the subject of a certain Term Loan Agreement,
dated as of August 26, 1987, between Borrower and Bank, as amended by
Comprehensive Amendment No. 1 to Term Loan Agreement and Amended and
Restated Note, dated as of March 31, 1992 (the Term Loan Agreement as so
amended, the "Old Loan Agreement").
As of the date hereof, the outstanding principal balance of the
Old Note is $2,025,000. The parties desire to amend and restate the Old Loan
Agreement and the Old Security Agreement in their entirety to reflect (a) the
substitution of a new Amended and Restated Note, dated as of June 30, 1994 (the
"Amended Note") from Borrower to Bank in the principal amount of $2,025,000 in
substitution for the Old Note, and (b) the modification of the Old Loan
Agreement and the Old Security Agreement to reflect the addition and release of
certain collateral and certain other changes agreed to by Borrower and Bank.
NOW, THEREFORE, in consideration of the premises and in order to
induce Bank to accept the Amended Note and extend the maturity of the Loan as
provided therein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings, unless the context otherwise requires:
"ACC" shall mean American Capital Corporation, a Florida corporation
and any successor thereto.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 16 of 33 Pages
"Accel Stock" shall mean the common stock, par value $.l0 per share, of
Accel International Corporation.
"AESOP" shall mean the AESOP Fund, L.P., a Delaware limited
partnership, and any successors thereto.
"AESOP Unit" shall mean one unit of limited partnership interest in
AESOP and all rights of Borrower as a limited partner in AESOP (including, but
not limited to its rights to capital distributions and allocations) which are
appurtenant thereto.
"Agreement" shall mean this Amended and Restated Loan, Security and
Pledge Agreement, as the same may be amended and in force from time to time.
"CIHC" shall mean Chase Insurance Holding Corporation, a Delaware
corporation which is a wholly owned subsidiary of Borrower.
"Collateral" shall have the meaning set forth in Sections 2 and 4 of
this Agreement; provided, however, that the term "Collateral" shall not include
any portion of the Collateral with respect to which Bank shall have released
its security interest.
"Fair Market Value" has the meaning set forth in Section 10(d) of this
Agreement.
"HLO Participation" shall mean all of Borrower's right, title and
interest with respect to a $7,000,000 subordinated mortgage participation in a
$20,000,000 second mortgage (subject only to a $1,000,000 mortgage granted to
the City of Hartford) on land owned by HLO Land Ownership Associates Limited
Partnership, a Connecticut limited partnership, created pursuant to that
certain Loan Participation Agreement for Subordinated Interest, dated
as of December 31, 1990, between Ranger Insurance Company and Borrower (as
amended through the date hereof, the "Participation Agreement"), including all
of Borrower's rights under the Participation Agreement.
"Lien" shall mean any mortgage, pledge, encumbrance, security interest,
lien or charge or any kind or nature whatsoever.
"Loan" shall have the meaning set forth in the recitals hereof.
"Old Loan Agreement" shall have the meaning set forth in the recitals
hereof.
"Old Note" shall have the meaning set forth in the recitals hereof.
"Old Security Agreement" shall have the meaning set forth in the
recitals hereof.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 17 of 33 Pages
"Obligations" shall mean all obligations of Borrower to pay to Bank
amounts owed by Borrower under the Amended Note and this Agreement.
"Payment Date" shall mean any date when a principal payment is due on
the Amended Note.
"Person" shall mean an individual, a corporation, a company, a
voluntary association, a partnership, a trust, an unincorporated organization
or a government or any agency, instrumentality or subdivision thereof.
"Pledged Accel Stock" shall mean all shares of Accel Stock pledged to
Bank by Borrower pursuant hereto, but shall not include any shares of Accel
Stock released from the pledge to Bank pursuant to Section 10 hereof.
"Pledged Securities" shall mean, collectively, the Pledged Accel Stock
and any other securities hereafter pledged to Bank pursuant to this Agreement.
2. Pledge and Security Interest. (a) As collateral security for the
prompt and complete payment and performance when due of all of the Obligations,
Borrower hereby pledges to Bank, and hereby grants to Bank a continuing
security interest in, all of Borrower's right, title and interest in and to
600,000 shares of Accel Stock and all proceeds thereof (collectively, the
"Collateral").
(b) Bank hereby releases its security interest in the following
collateral which was pledged to it under the Old Security Agreement, and agrees
to promptly deliver to Borrower all certificates previously delivered to Bank
evidencing such collateral and all stock powers delivered to Bank in connection
therewith, and to file termination statements with respect to all financing
statements previously filed which cover such collateral:
(i) 250,471 shares of common stock, par value $1.00 per
share, of ACC;
(ii) 645,022 warrants to purchase common stock, par value
$1.00 per share, of ACC;
(iii) 603,258 shares of $3.75 Series A Preferred Stock of ACC,
par value $1.00 per share;
(iv) any and all other shares of capital stock or securities
exchangeable for, convertible into, or representing the right to purchase,
capital stock of ACC heretofore pledged to Bank by Borrower;
(v) 450 shares of common stock of CIHC, par value $.O1 per
share;
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 18 of 33 Pages
(vi) 91.89% of the AESOP Unit;
(vii) 91.89% of the HLO Participation (representing a monetary
interest of $6,432,300 in the ELO Participation);
(viii) the Cash Collateral Account (as defined in the Old
Security Agreement); and
(ix) all proceeds of the foregoing.
3. Representations and Warranties of Borrower.
Borrower represents and warrants that:
(a) Borrower is the legal and beneficial owner of, and has
good and marketable title to, the Pledged Accel Stock, subject to no lien or
other encumbrance whatsoever, except the Lien created by this Agreement;
(b) Borrower has full corporate power and authority to
execute and deliver this Agreement and to pledge to Bank or grant a security
interest in favor of Bank, in Borrower's interest in the Collateral;
(c) the execution, delivery and performance of this
Agreement by Borrower, and the grant of a security interest in Borrower's
right, title and interest to the Collateral to Bank, will not violate any
provisions of any applicable law, or regulation or of any order, judgment,
decree or award of any court, arbitrator or governmental authority, bureau or
agency, of the certificate of incorporation or by-laws of Borrower, or of any
mortgage, indenture, loan or security agreement, lease, contract, or other
material agreement, instrument or undertaking to which Borrower is a party or
is bound or which purports to result in the creation or imposition or any Lien
on any of the assets of Borrower, except as contemplated by this Agreement;
(d) Borrower's legal name is American Ranger, Inc.,
Borrower's chief executive office is located in Hartford, Connecticut, and
Borrower has not changed its name or the location of its chief executive office
at any time during the four months preceding the date hereof; and
(e) upon delivery of the stock certificates representing the
Pledged Accel Stock to Bank with duly endorsed stock powers therefor, this
Agreement shall create a valid first lien upon, and perfected security
interest in, the Pledged Accel Stock and the proceeds thereof, subject to no
prior security interest, lien, charge or encumbrance.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 19 of 33 Pages
4. Distributions, Etc. If, while this Agreement is in effect,
Borrower shall become entitled to receive or shall receive any stock options,
warrants, rights, or other securities or property, whether as a dividend on, in
substitution for, or in exchange for any of the Pledged Securities, or
otherwise with respect to the Pledged Securities, Borrower agrees to accept the
same as Bank's agent and to hold the same on behalf of and for the benefit of
Bank and to deliver any certificate evidencing the same and issued to Borrower
forthwith to Bank in the exact form received, with the endorsement of Borrower
where necessary or appropriate or undated stock or bond powers duly executed in
blank (with signatures properly guaranteed), to be held by Bank, subject to the
terms hereof as additional security for the Obligations; provided, however,
that the foregoing shall not apply to any stock, stock dividends,
distributions, options, warrants, rights or other similar property which
Borrower receives or becomes entitled to directly or indirectly on account of
any securities owned by Borrower on the date hereof which are not pledged to
Bank. Any sums paid upon or in respect of the Pledged Securities upon the
liquidation or dissolution of any issuer thereof and any cash dividend or cash
distribution representing a return of capital or a payment of principal with
respect to any Pledged Securities shall be paid over to Bank and shall be
promptly applied by Bank, if Bank receives any such sums, first to pay any past
due interest on the Amended Note, second to prepay the principal amount of the
Amended Note and then to prepay any other outstanding Obligations. All sums of
money so paid or distributed in respect of any Pledged Securities which are
received by Borrower shall, until paid or delivered to Bank, be held by
Borrower in trust as additional security for the Obligations. All securities
described in this Section 4 shall constitute "Collateral" for all purposes of
this Agreement.
5. Cash Distributions and Dividends: Voting Rights: Interest
Payments. Unless an Event of Default under this Agreement shall have occurred
and be continuing, Borrower shall be entitled to receive all cash dividends or
distributions (including but not limited to interest payments) paid in respect
of any of the Collateral other than cash dividends or cash distributions that
represent a return of capital or payment of principal, and to exercise any of
Borrower's voting or other rights with respect to the Collateral and to give
consents, waivers and ratifications in respect of the Collateral; provided,
however that no vote shall be cast, or consent, waiver or ratification given,
or action taken which at the time given Borrower, acting in good faith, should
reasonably know would probably impair the value of Collateral or be
inconsistent with or violate any provision of this Agreement.
6. Rights of Bank. Bank (and its officers, directors and agents)
shall not be liable for any failure to collect or realize upon the Obligations
or any security or guaranty thereof, or any part thereof, or for any delay in
so doing, nor shall it be under any obligation to take any action whatsoever
with regard thereto. Any and all Pledged Securities held by Bank hereunder
may, if an Event of Default has occurred and is continuing, without notice, be
registered in the name of Bank, or its nominee, and Bank may thereafter,
without notice, exercise all voting and corporate, partnership and other rights
at any meeting of any issuer of any of the Pledged Securities, exercise any and
all rights of conversion, exchange, subscription or any other rights,
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 20 of 33 Pages
privileges or options pertaining to any of the Collateral as if it were the
actual owner thereof, including, without limitation, the rights to exchange
at its discretion any and all Pledged Securities upon the merger,
consolidation, reorganization, recapitalization or other readjustment of any
issuer of any of the Pledged Securities, upon the exercise by such issuer
or Bank of any right, privilege or option pertaining to any of the Pledged
Securities, and in connection therewith, to deposit and deliver any and all
Pledged Securities with any committee, depository, transfer agent, registrar or
other designated agency upon such terms and conditions as it may designate, all
without liability except to account for (a) property actually received by it,
and (b) any loss which is solely the result of the gross negligence or
willful misconduct of Bank or its agents, but Bank shall have no duty to
exercise any of the aforesaid rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing and in furtherance of
the foregoing Borrower hereby makes, constitutes and appoints Bank (and any
duly authorized officer thereof) with full power of substitution, as its
true and lawful agent and attorney-in-fact to arrange for the transfer of any
of the Collateral comprised of registered securities on the books of the issuer
thereof to the name of Bank or its respective nominee at any time after the
occurrence and during the continuance of an Event of Default.
7. Events of Default. The occurrence and continuance of any of the
following events shall constitute an Event of Default under this Agreement:
(a) Borrower shall fail to pay any installment of principal
(whether at maturity, by reason of acceleration or otherwise) or interest on
the Amended Note when due and such failure continues for a period of fifteen
(15) days;
(b) Borrower shall fail to comply with any provisions of
this Agreement and such failure shall continue uncured for a period of 30 days
after the earlier of written notice of such failure from Bank or the date the
Chairman or President of Borrower first has actual knowledge of such failure;
(c) Borrower has made any representation or warranty in, or
in connection with, this Agreement or the Amended Note which is false or
misleading in any material respect;
(d) Borrower makes an assignment for the benefit of
creditors or admits in writing its inability to pay its debts generally as they
become due; or a decree or order appointing a receiver, custodian or trustee
for it or for substantially all of its properties is entered and, if entered
without its consent, remains in effect for more than 60 days; or Borrower files
a voluntary petition commencing proceedings under any law relating to
bankruptcy, insolvency, reorganization or other relief of debtors or any such
proceeding of any involuntary nature is filed against it and is not dismissed
within 60 days;
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 21 of 33 Pages
(e) Borrower permits any final judgment for the payment of
money in excess of $150,000 to be entered against it or any writ of attachment,
execution or similar process to be issued or levied against a substantial part
of its property, and such judgment, writ or other process remains outstanding
for more than 30 days unless discharged in full, stayed or a bond has been
posted to cover fully the amount of such judgment; or
(f) If there shall be an Event of Default under the Guaranty
from David T. Chase of the Amended Note.
8. Remedies.
(a) In the event that any Event of Default shall have
occurred and be continuing, Bank, without demand of performance or other
demand, advertisement or a notice of any kind except the notice specified below
of time and place of public or private sale, to or upon Borrower or any other
person (all of which demands, advertisements and notices are hereby expressly
waived) may forthwith collect, receive and realize upon the Collateral, or
any part thereof, and may forthwith sell, assign, give an option or options to
purchase, contract to sell or otherwise dispose of and deliver the Collateral,
or any part thereof, in one or more parcels, at a public or private sale or
sales, any exchange, broker's board, or at any of Bank's offices or elsewhere,
upon such terms and conditions as it may deem advisable and at such prices that
it may deem best, for cash or on credit, or for future delivery, without
assumption of any credit risk, and the purchaser of any or all of the
Collateral so sold shall thereafter be the holder of the Collateral so
purchased absolutely, free from any claim, encumbrance or right of any kind
whatsoever. Any sale of the Collateral conducted in conformity with
commercially reasonable practices of banks, insurance companies, or other
financial institutions disposing of property similar to the Collateral shall be
deemed to be commercially reasonable. Bank shall give Borrower at least 10
days' notice of the time and place of any public sale and at least 20 days'
notice from the time after which a private sale may take place and Borrower
agrees that such notices shall constitute reasonable notification of
such matters. Any other requirement of notice, demand, or advertisement for
sale is, to the extent permitted by law, waived.
(b) Bank shall have the right, upon any such sale or sales,
public or private, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in Borrower, which right or equity is
hereby expressly waived and released.
(c) Anything herein to the contrary notwithstanding, and in
view of the fact that federal and state securities laws may impose certain
restrictions on the method by which a sale of the securities constituting all
or part of the Collateral may be effected after an Event of Default, Borrower
agrees that, upon the occurrence of an Event of Default, Bank may, from
time to time, attempt to sell all or any part of such securities by means of a
private placement, restricting the bidders and prospective purchasers to those
who will represent or agree as to their investment intent or method of resale
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 22 of 33 Pages
or both in a manner reasonably required by Bank to assure compliance with
applicable securities laws. In so doing, Bank may solicit offers to buy such
securities or any part thereof, for cash, from a limited number of investors
deemed by Bank, in its exclusive judgment, to be responsible parties who might
be interested in purchasing such securities. If Bank has in good faith made
bona fide offers to not fewer than four interested potential purchasers, then
the acceptance by Bank of the highest offer obtained therefrom shall be deemed
to be a commercially reasonable method of disposition (as defined in the
Uniform Commercial Code of Connecticut) of such securities unless applicable
law provides otherwise.
(d) Bank shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting from the total proceeds thereof reasonable costs and expenses
incurred therein or incidental to the care or safekeeping of the Collateral or
any part thereof pertaining or relating to the rights of Bank hereunder, to
Bank for application by it to the payment in whole or in part of the
Obligations. Borrower waives all claims, damages and demands against Bank
arising out of the repossession, retention or sale of the Collateral in
accordance with the terms of this Agreement unless such claim arises from
the negligence or willful misconduct of Bank.
(e) In addition to the rights and remedies granted to it in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to any of the Obligations, Bank shall have all the rights and remedies
of a secured party under the Uniform Commercial Code of the State of
Connecticut.
(f) Any Pledged Securities in the possession of Bank shall
be retained by Bank at all times in accordance with the terms of this Agreement
and Bank shall safeguard any such Pledged Securities in accordance with prudent
industry practice for the care and safeguarding of such property.
(g) If an Event of Default shall exist, Bank may, without
notice (with or without proceeding with or causing a sale or sales, or a
foreclosure or foreclosures, of the Collateral or demanding performance by
Borrower of its obligations owing to Bank) appropriate and apply to the payment
of the Obligations any and all balances, credits, deposit accounts, reserves,
or other moneys due or owing to Borrower held by Bank hereunder or otherwise.
9. No Disposition, Etc. Borrower agrees not to sell, assign,
transfer, exchange or otherwise dispose of, or grant any option with respect
to, the Collateral without the prior written consent of Bank and shall not
incur or permit to exist any Lien, option or any other encumbrance with respect
to any of the Collateral, or any interest therein, or any proceeds thereof,
except for the Lien provided for by this Agreement; provided, however, that
Bank agrees not to unreasonably withhold or delay its consent to a sale of
Collateral for a cash price equal to the Fair Market Value of such Collateral
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 23 of 33 Pages
provided that the net cash proceeds from such sale will be applied first to
pay any past due interest on the Amended Note, second to prepay the principal
amount of the Amended Note and then to prepay any other outstanding
Obligations; and provided, further, that after giving effect to such sale and
the application of the net proceeds thereof, the Fair Market Value of the
Collateral is not less than 110% of the outstanding balance of the Obligations
at the time of such sale. Any sale of Collateral permitted hereunder shall be
free and clear of Bank's security interest and liens on such Collateral, and
Bank shall execute and deliver to Borrower appropriate releases of its security
interest in connection with any such sale. Other than as set forth in this
Section 9, Bank shall not be required to accept any property in lieu of or in
substitution for the Collateral.
10. Release of Pledge and Security Interest.
(a) This Agreement and Bank's security interest in the
Collateral shall automatically terminate upon the payment in full of the
Obligations.
(b) If, at any time, (i) the outstanding principal amount of
the Amended Note is less than $1,670,625, (ii) the Fair Market Value of the
Collateral is not less than 110% of the outstanding principal amount of the
Amended Note, and (iii) no Event of Default has occurred and is continuing,
then any time and from time to time thereafter (but in no event more frequently
than once during each calendar quarter), upon Borrower's request, Bank shall
release to Borrower (free from Bank's security interest) such portion of the
Collateral as may be specified by Borrower, provided, however, that after
giving effect to such release, the Fair Market Value of the Collateral shall
not be less than 110% of the sum of (i) the outstanding principal amount of the
Amended Note at the time of such release plus (ii) any interest accrued
or scheduled to accrue on the Amended Note from the last Payment Date to the
next subsequent Payment Date. Bank shall deliver to Borrower as promptly as
reasonably practicable (taking into account such factors as the time required
for any transfer agent to issue certificates of stock, if necessary, and such
other factors as may be relevant) certificates representing the shares of Accel
Stock, and evidence of the ownership of any other Collateral, released from
Bank's security interest.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 24 of 33 Pages
(c) Anything to the contrary notwithstanding, if as of the
end of any calendar quarter, the Fair Market Value of the Collateral is less
than 110% of the outstanding principal amount of the Amended Note, Borrower
shall (i) pledge additional property to Bank as collateral for the Obligations
(the nature and value of which property shall be acceptable to Bank in its sole
discretion, it being agreed that additional Accel Stock shall be acceptable),
or (ii) make a payment in respect of the Obligations such that after
application of such payment or pledge of such collateral, the Fair Market Value
of the Collateral is not less than 110% of the outstanding principal amount of
the Amended Note. Any payment made pursuant to the preceding sentence shall
constitute a prepayment of the Principal of the Amended Note, and that and any
other prepayment of Principal of the Amended Note shall be applied against the
Principal installments thereunder in the order of their maturity.
(d) For purposes of this Agreement "Fair Market Value" of
the Collateral shall mean (i) with respect to the Pledged Accel Stock, or any
other stock traded on a nationally recognized exchange, the bid price per share
of such stock, multiplied by the number of shares of such stock, and (ii) with
respect to all other Collateral, the value of such Collateral as reasonably
determined by Bank.
11. Other Assurances. Borrower agrees that, at any time from time to
time and upon the written request of Bank, Borrower will execute and deliver
such further documents and do such further acts and things as Bank may
reasonably request in order to effect the purposes of this Agreement.
12. Perfection of Security Interest. Borrower shall, at any time
from time to time and upon Bank's request, sign and deliver financing
statements or other instruments with respect to the Collateral to the extent
reasonably requested by Bank to perfect Bank's security interest in the
Collateral. Upon the failure of Borrower to do so, Bank is authorized, as
Borrower's agent, to sign any such financing statement.
13. Affirmative Covenants. Borrower covenants that, so long as any
of the Obligations remain outstanding or this Agreement is in effect:
(a) Borrower will deliver or cause to be delivered to Bank
(i) within one-hundred twenty (120) days after the close of each fiscal year of
Borrower and CIHC, a balance sheet of Borrower and CIHC, respectively, as of
the close of such fiscal year and statements of income and retained earnings
and statement of cash flows for the year then ended prepared in accordance with
generally accepted accounting principles consistently applied and certified as
correct by Borrower's chief financial officer, and (ii) within ninety (90) days
after the close of each fiscal quarter of Borrower and CIHC, a balance sheet of
Borrower and CIHC, respectively, as of the close of such fiscal quarter and
statements of income and retained earnings for the quarter then ended, prepared
on the same basis as the annual statements but subject to normal year end
adjustments and certified as correct by Borrower's chief financial officer;
(b) Borrower shall, at its own expense, defend Bank's right,
title, and security interest in and to the Collateral against the claims of any
person, firm, corporation or other entity; and
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 25 of 33 Pages
(c) Borrower shall promptly deliver to Bank all written
notices received by Borrower with respect to the Collateral either (i) upon the
written request of Bank or (ii) which relate to any matter which would have a
material adverse effect on the value of the Collateral.
14. Notices. All notices, requests and demands required to be
delivered under this Agreement shall be in writing, and if transmitted by first
class mail, return receipt requested, shall be deemed to have been duly given
three business days after the date deposited in the U.S. mails, and if given by
telex, telecopier or Federal Express, Express Mail or other similar overnight
air express service, shall be deemed to have been duly given on the date sent.
Any notice transmitted by telex or telecopier shall be confirmed by duplicate
notice sent by overnight air express service. Any such notice, request or
demand shall be addressed:
(a) if to Borrower, to it at American Ranger, Inc., One
Commercial Plaza, Hartford, Connecticut 06103, Attention: Cheryl Chase
Freedman, Esq., with a copy to Kronish, Lieb, Weiner & Hellman, 1114 Avenue of
the Americas, New York, New York 10036-7798, Attention: Chet F. Lipton, Esq.;
or
(b) if to Bank, to it at One Commercial Plaza, Hartford,
Connecticut 06103, Attention: John Ursone, with a copy to Hebb & Gitlin, One
State Street, Hartford, Connecticut 06103, Attention: Jack Gillies, Esq.; or
(c) to either party hereto at such other address as may have
been furnished in writing for such purposes by such party.
15. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render such
provision unenforceable in any other jurisdiction.
16. Waiver: Cure or Remedies. No act, delay or omission by Bank
shall be deemed to be a waiver of any of Bank's rights or remedies hereunder
and shall not be valid unless in writing, signed by Bank, and then only to the
extent therein set forth. A waiver by Bank of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy which
Bank would otherwise have on any future occasion. No failure to exercise,
nor any delay in exercising, on the part of Bank, any right, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof, or the exercise of any other right, power or
privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, though not exclusive of any rights or
remedies provided by law.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 26 of 33 Pages
17. Waivers: Amendments: Applicable Law. None of the terms or
provisions of this Agreement may be amended except by an instrument in writing,
duly executed by the parties hereto. This Agreement and all Obligations of the
parties shall be binding upon the permitted successors and assigns of the
parties and shall, together with the rights and remedies of Bank hereunder,
inure to the benefit of Bank and its successors and assigns. This Agreement
shall be governed by, and be construed and interpreted in accordance with, the
laws of the State of Connecticut, without giving effect to conflicts of laws
principles.
18. Expenses. Borrower shall pay to Bank all expenses (including
court costs and reasonable attorneys' fees and disbursements) of, or incident
to, the enforcement of any of the provisions hereof and all other charges due
against the Collateral (but not including fees of any trustee, custodian or
agent holding the Collateral or any part thereof other than reimbursement
for direct out-of-pocket costs), taxes, assessments and other amounts secured
by security interests, Liens or encumbrances upon the Collateral and any
expenses, including transfer or other taxes, arising in connection with any
sale, transfer, collection or other disposition of the Collateral.
19. Survival. All warranties, representations, and covenants made
by Borrower herein or in any certificate or other document or instrument
delivered by it or on its behalf under this Agreement shall be considered to
have been relied upon by Bank and shall survive the delivery to Bank of the
Collateral. All statements in any such certificate or other instrument shall
constitute warranties and representations by Borrower hereunder. This
Agreement shall be binding upon Borrower and its successors and assigns, and
shall inure to the benefit of and be enforceable by Bank and its successors and
assigns.
20. Counterparts. This Agreement may be executed and delivered in
any number of counterparts, each of such counterparts constituting an original
but all together one and the same Agreement.
21. Jurisdiction. Borrower and Bank agree that any action or
proceeding to enforce or arising out of this Agreement may be commenced in any
court located within the County of Hartford and the State of Connecticut,
including any federal district court located within the County of Hartford and
the State of Connecticut, and Borrower and Bank consent and submit in advance
to such jurisdiction and agree that venue will be proper in such courts on any
such matter. Borrower and Bank hereby waive personal service of process and
agree that a summons and complaint commencing an action or proceeding in any
such court shall be properly served and shall confer personal jurisdiction if
served by registered or certified mail, return receipt requested. The choice
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 27 of 33 Pages
of forum set forth in this paragraph shall not be deemed to preclude the
enforcement of any judgment obtained in such forum, or the taking of any
action under this Agreement to enforce the same, in any appropriate
jurisdiction.
22. Prejudgment Remedy. THE BORROWER ACKNOWLEDGES THAT THE
LOAN IS A COMMERCIAL TRANSACTION AND NOT A CONSUMER TRANSACTION AND WAIVES ANY
RIGHTS TO NOTICE AND HEARING UNDER CHAPTER 903a OF GENERAL STATUTES OF
CONNECTICUT, NOW OR HEREAFTER AMENDED, OR ANY SUCCESSOR ACT THERETO, WITH
RESPECT TO ANY PREJUDGMENT REMEDY WHICH BANK MAY DESIRE TO USE.
23. Waiver of Trial By Jury. BORROWER AND BANK EXPRESSLY WAIVE
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWER AND BANK WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND BORROWER AND BANK HEREBY AGREE AND
CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT BORROWER OR BANK MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY.
24. Assignment by Bank. Bank may sell, assign or transfer all or
any part of its rights under this Agreement and the Amended Note and all
related agreements, instruments and documents provided Borrower is given notice
of such sale as soon as practicable and the transferee agrees to perform the
obligations of Bank.
25. Old Agreements Superseded. This Agreement amends and restates
and wholly supersedes the Old Loan Agreement, the Old Security Agreement and
all other agreements between Borrower and Bank with respect to the Loan (other
than the Amended Note).
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 28 of 33 Pages
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
AMERICAN RANGER, INC.
By: /s/ David T. Chase
Title: President
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 29 of 33 Pages
ADVEST BANK
By: /s/ John R. Ursone
Title: Senior Vice President
By:
Title:
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 30 of 33 Pages
AMENDED AND RESTATED NOTE
$2,025,000.00 Dated as of June 30, 1994
Hartford, Connecticut
FOR VALUE RECEIVED, the undersigned, AMERICAN RANGER, INC., a
Delaware corporation (hereinafter referred to as "Maker") promises to pay to
the order of ADVEST BANK (hereinafter referred to as "Bank"), at its office at
One Commercial Plaza, Hartford, Connecticut 06103, or at such other place as
the holder hereof (including the Bank, hereinafter referred to as the "Holder")
may from time to time designate, the principal sum of TWO MILLION TWENTY-FIVE
THOUSAND AND 00/100 DOLLARS ($2,025,000) in installments as set forth below,
together with interest from the date hereof on the unpaid principal of this
Note at the rate set forth below.
The principal amount of this Note shall (subject to acceleration
and prepayment) be payable in eleven consecutive quarterly installments (due on
the 16th day of each January, April, July and October) as follows: the first
three principal installments (due on July 16, 1994, October 16, 1994 and
January 16, 1995) shall each be in the amount of $90,000.00; the next four
principal installments (due April 16, 1995, July 16, 1995, October 16, 1995 and
January 16, 1996) shall each be in the amount of $175,000.00; the next three
principal installments (due April 16, 1996, July 16, 1996 and October 16, 1996)
shall be in the amount of $263,750.00; and the last principal installment shall
be in the amount of the then unpaid principal balance of this Note and shall be
due and payable on January 16, 1997, together with all unpaid interest accrued
through that date. Maker may, at its option, prepay the principal amount of
this Note in whole or in part at any time and from time to time without advance
notice and without any premium or penalty.
Interest on this Note shall be due and payable quarterly in
arrears on the 16th day of each January, April, July and October commencing
July 16, 1994, until the entire principal balance of the indebtedness evidenced
by this Note shall have been paid in full. The unpaid principal of this Note
shall bear interest from the date hereof at a variable rate equal to
1/2 of 1% per annum above the Prime Rate (as defined below). Each change in
the fluctuating interest rate provided in this Note, if and when applicable as
provided above, shall take effect simultaneously with the corresponding
announcement or publication of a change in the Prime Rate. By its acceptance
of this Note, Bank acknowledges and agrees that interest accrued on the loan
evidenced by this Note has been paid through the date hereof.
Interest shall be calculated on the daily unpaid principal
balance of this Note based on a 360-day year, provided that interest shall be
due for the actual number of days elapsed during the period for which interest
is being charged.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 31 of 33 Pages
The term "Prime Rate" as used in this Note shall mean and refer
to the Prime Rate quoted in The Wall Street Journal as the base rate on
corporate loans of large U.S. money center commercial banks. If The Wall
Street Journal discontinues publishing the Prime Rate, then the Prime Rate
shall be determined by reference to any other nationally recognized published
source designated by Holder and acceptable to Maker which publishes the prime
rate charged by large U.S. money center commercial banks. If Maker and Holder
are unable to agree on a substitute for the Prime Rate, then the Prime Rate
shall be deemed to equal 1/2 of 1% per annum below the Base Rate (as defined
below).
The term "Base Rate" as used in this Note shall mean and refer
to the base rate of Bank as announced from time to time by Bank. It is
expressly agreed that the use of the term Base Rate in this Note is not
intended to nor does it imply that said rate of interest is a preferred rate of
interest, Bank's lowest rate of interest charged to its customers or one
offered by Bank to its most creditworthy customers. If the aforesaid Base Rate
of Bank shall be discontinued or for any reason Bank shall not be able to
determine the Base Rate during any period when the interest rate hereunder is
to be determined by reference to the Base Rate, then Holder shall select a
reasonable substitute method of determining the Base Rate and shall notify
Maker of such selection, which method shall, in Holder's estimation, yield
results substantially similar to those that would have been yielded if the
aforesaid Base Rate of Bank were still available for such purpose.
This Note amends and restates in its entirety and is issued in
substitution for (but not in cancellation of) that certain Amended and Restated
Note dated as of March 31, 1992 in the original principal amount of
$3,500,000.00 (the outstanding principal amount of which, as of the date
hereof, is equal to the principal amount of this Note) and is subject to all
of the provisions of an Amended and Restated Loan, Security and Pledge
Agreement dated as of the date of this Note (the "Amended Security Agreement")
between Maker and Bank, including those providing for acceleration of this Note
upon the occurrence of an Event of Default (as defined therein) and mandatory
and optional prepayments.
Each and every maker, endorser, guarantor and surety of this
Note and all others who may become liable for all or any part of this
obligation do hereby waive demand, presentment for payment, protest, notice of
protest, and notice of non-payment (except as specified in the Guaranty of
David T. Chase) of this Note, and do hereby consent to any number of renewals
or extensions of the time of payment hereof, and agree that any such
renewals or extensions may be made without notice to any of said parties and
without affecting their liability hereon and further consent to the release of
any part or parts or all of any security for the payment hereof and to the
release of any party or parties liable hereon, all without affecting the
liability of the other persons, firms, or corporations liable for the
payment of this Note.
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 32 of 33 Pages
After maturity or default, Maker shall pay interest at the rate
two percent (2%) higher than the otherwise applicable rate.
Upon the occurrence of an Event of Default as defined in the
Amended Security Agreement, the Maker and any endorser hereof gives Holder a
lien and right of set off, for all of Maker's liabilities hereunder upon or
against all deposits, credits and property of each maker, endorser or guarantor
now or hereafter in the possession or control of Holder or in transit to it.
THE MAKER AND ANY ENDORSER AND SURETY ACKNOWLEDGES THAT THIS
BORROWING IS A COMMERCIAL TRANSACTION AND NOT A CONSUMER TRANSACTION AND WAIVES
ANY RIGHTS TO NOTICE AND HEARING UNDER CHAPTER 9O3a OF GENERAL STATUTES OF
CONNECTICUT NOW OR HEREAFTER AMENDED, OR ANY SUCCESSOR ACT THERETO, WITH
RESPECT TO ANY PREJUDGMENT REMEDY WHICH HOLDER MAY DESIRE TO USE.
In no event shall the rate of interest hereon exceed the highest
rate allowed by the applicable usury statutes of the State of Connecticut, and
any portion of any interest payment hereunder in excess of such highest rate
allowed shall be applied toward partial repayment of principal.
This Note shall be governed by and construed in accordance with
laws of the State of Connecticut.
The undersigned agrees that any action or proceeding to enforce
or arising out of this Note may be commenced in any court located within the
County of Hartford, the State of Connecticut, including any federal district
court located within the County of Hartford, the State of Connecticut, and the
undersigned consents and submits in advance to such jurisdiction and agrees
that venue will be proper in such courts on any such matter. The undersigned
hereby waives personal service of process and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be
properly served and shall confer personal jurisdiction if served by registered
or certified mail, return receipt requested to the undersigned. The choice of
forum set forth in this paragraph shall not be deemed to preclude the
enforcement of any judgment obtained in such forum, or the taking of any action
under this Note to enforce the same, in any appropriate jurisdiction.
THE UNDERSIGNED EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
<PAGE>
CUSIP NO. __ 004299 10 3__ Page 33 of 33 Pages
TO THE DEALINGS OF THE HOLDER AND THE UNDERSIGNED HERETO OR ANY OF THEM WITH
RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR
THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE UNDERSIGNED HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE HOLDER OR THE UNDERSIGNED
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS NOTE WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY.
AMERICAN RANGER, INC.
By: /s/ David T. Chase
Name: David T. Chase
Title: President
