SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 27, 1996
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SEARCH CAPITAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 0-9539 41-1356819
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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700 N. PEARL STREET
SUITE 400
DALLAS, TEXAS 75201-7490
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 965-6000
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 27, 1996, a subsidiary of the Registrant completed the
acquisition of a portfolio of non-prime automobile retail installment sales
contracts from Eagle Finance Corp. ("Eagle"), a non-prime auto finance company
located in Gurnee, Illinois, for approximately $9.6 million in cash. The
acquired portfolio included contracts with total unpaid future installments of
approximately $12 million and net receivables of approximately $9.4 million.
See the Motor Vehicle Installment Sales Contract Assignment and Purchase
Agreement dated as of September 27, 1996 between Eagle Finance Corp. and
Search Funding Corp. included as Exhibit 2 to this Report. The purchase price
was negotiated by the parties and was funded from the Registrant's cash and
cash equivalents and borrowings under the Registrants' line of credit.
The loan portfolio purchased from Eagle includes approximately 1,100
accounts, all of which are located within Texas and will be absorbed by the
Registrants' existing operations without additional overhead expenses.
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(C) EXHIBITS.
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Exhibit No. Description
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2 Motor Vehicle Installment Sales Contract Assignment and Purchase Agreement
dated September 27, 1996 between Eagle Finance Corp. and Search Funding
Corp. (excluding the schedule of contract obligors and outstanding contract
balances that is part of Exhibit A, a copy of which will be furnished to the
Commission supplementally upon request).
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SIGNATURE
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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.
SEARCH CAPITAL GROUP, INC.
By: /s/ Robert D. Idzi
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Robert D. Idzi
Senior Executive Vice President
Dated: October 9, 1996
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EXHIBIT INDEX
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Exhibit No. Description
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2 Motor Vehicle Installment Sales Contract Assignment and Purchase Agreement
dated September 27, 1996 between Eagle Finance Corp. and Search Funding
Corp. (excluding the schedule of contract obligors and outstanding contract
balances that is part of Exhibit A, a copy of which will be furnished to the
Commission supplementally upon request).
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EXHIBIT 2
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MOTOR VEHICLE INSTALLMENT SALES CONTRACT
ASSIGNMENT AND PURCHASE AGREEMENT
This MOTOR VEHICLE INSTALLMENT SALES CONTRACT ASSIGNMENT AND PURCHASE
AGREEMENT (this "Agreement") dated as of the 27th day of September, 1996, is
entered into by and between EAGLE FINANCE CORP., a Delaware corporation with
its principal office located at 1425 Tri-State Parkway, Gurnee, Illinois 60031
(the "Seller"), and SEARCH FUNDING CORP., a Texas corporation (the "Buyer").
R E C I T A L S:
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A. The Seller desires to sell to the Buyer and the Buyer desires to
buy from the Seller certain motor vehicle retail installment sales contracts
and certain related rights and documents described below as the Assets.
B. The Seller and the Buyer desire to set forth in this Agreement the
terms and conditions pursuant to which the Seller will sell and the Buyer
will buy such Assets.
A G R E E M E N T S :
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NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the sufficiency of which is hereby acknowledged by the
parties hereto, each of the Seller and the Buyer agrees as follows:
1. SALE OF CONTRACTS. The Seller hereby sells, assigns, transfers and
sets over to the Buyer, and the Buyer does hereby purchase, all of the
following: (i) all of the accounts and notes receivable and amendments thereto
listed on Schedule A hereto (collectively, the "Contracts"), and all monies
owing thereon; (ii) all right, title and interest of the Seller in all
security agreements, certificates of title and other documents and agreements
constituting, or otherwise evidencing or relating to, security for payment of
any of the Contracts and the liens created thereunder; (iii) all right, title
and interest of the Seller in, to and under all endorsements and guaranties by
others of any of the Contracts; (iv) all right, title and interest of the
Seller in, to and under all credit applications, credit bureau reports, credit
investigation documentation, credit scoring sheets and disbursement
documentation; (v) all of the Seller's interest under each and every existing
policy or certificate of insurance, if any, that relates to any property
securing any Contract or to the life or health of any Obligors (defined below)
under the Contracts; (vi) rights of the Seller under dealer agreements
pursuant to which the Contracts were acquired by the Seller, including without
limitation rights of recourse against dealers; and (vii) ledger cards and such
other correspondence, documents and records in the Seller's files, or
otherwise under its control, related solely to the Contracts, the obligors
under the Contracts (the "Obligors") or the motor vehicles which are financed
under the Contracts (the "Financed Vehicles"). The property referred to in
clauses (i) through (vii) of this subsection (a) are collectively referred to
herein as the "Assets."
2. SALES PRICE AND CLOSING.
(a) The Buyer and the Seller agree to an aggregate purchase price for the
Assets sold to the Buyer hereunder of Nine Million Six Hundred One Thousand
Six Hundred Thirty-One and 23/100 Dollars ($9,601,631.23), representing an
amount equal to 102% of the outstanding principal balance plus accrued
interest under the Contracts as of the Closing Date.
(b) Contemporaneously with the execution and delivery of this Agreement,
the Seller shall deliver to the Buyer the following: (i) the original signed
Contracts bearing an assignment in the form "Assigned to Search Funding
Corp."; (ii) original certificates of title; (iii) all other Assets (to the
extent reasonably deliverable), together with all filing receipts evidencing
the recordation or filing of any financing statements, chattel mortgages,
certificates of title and other filing instruments related to the Contracts
and the Financed Vehicles; (iv) a Bill of Sale in the form attached as Exhibit
B hereto; (v) an Assignment of Insurance Interests in the form attached
as Exhibit C; and (vi) a Power of Attorney in the form attached as Exhibit D
hereto.
3. ENDORSEMENTS.
(a) The Seller hereby authorizes the Buyer, in the name of the Seller, to
endorse and assign each Contract and other Asset to the Buyer in order to
evidence the Buyer's ownership of each Asset sold to the Buyer in such manner
as the Buyer shall reasonably deem necessary and appropriate.
(b) The Seller irrevocably authorizes the Buyer to effect the endorsement
and assignments as provided in this Section 3 by the impression of a rubber
stamp or stamps, facsimile signature or sticker, or by any other method the
Buyer may reasonably choose, and to endorse the Seller's name upon any notes,
acceptances, checks, drafts, money orders or other instruments of payment that
may come into the possession of the Buyer as payment of or upon the
Contracts and, also, to execute releases, statements or termination,
satisfactions and any and all other documents reasonably required to be
executed in the normal course of collecting amounts due under the Contracts.
4. THE SELLER'S WARRANTIES, REPRESENTATIONS AND COVENANTS CONCERNING THE
CONTRACTS.
(a) The Seller hereby covenants, warrants, and represents as to each and
every Contract and other Assets sold to the Buyer hereunder, as of the date on
which the transactions contemplated in this Agreement are consummated
(the "Closing Date"), which covenants, warranties and representations shall
survive the execution of this Agreement and the Closing Date:
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(i) That the ledger card delivered to the Buyer related to each Contract fully
and accurately reflects the true outstanding unpaid balance of such
Contract and that said ledger card accurately reflects all receipts on such
Contract from the Obligors thereof and all creditors to which said Obligors
are entitled. No Contract is more than eighty-nine (89) days past due and
no Financed Vehicle securing any Contract has been repossed or is
currently designated for repossession.
(ii) That the Seller is the sole owner of such Contract and that the Seller owns
each Contract free and clear of any pledge, lien or encumbrance of any
kind or character, legal or equitable, except as set forth on Exhibit A.
(iii) That, to the best of the Seller's knowledge, the Seller has paid or caused to
be paid any and all license, franchise, intangible, stamp or other taxes or
fees due and owing to the State where any Contract was originated, or any
political subdivision thereof, arising from or growing out of the
acquisition, collection or holding of such Contract.
(iv) That, to the Seller's knowledge, such Contract does not represent a loan of
money or an installment sales agreement by the Seller or any other person,
firm or corporation to the Obligor of said Contract in violation of any
applicable federal or state laws and regulations. There are no facts known
to the Seller that would render any Contract invalid or unenforceable, or
reduce the amount payable by the Obligor thereunder.
(v) That where the Seller's records reflect property as security for the
Contract, to the Seller's knowledge after reasonable inquiry in accordance
with the Seller's normal business practices, the Seller has a valid,
perfected first lien on the property described.
(vi) That, to the best of the Seller's knowledge, any Contract which has been
modified by the Seller was modified in a manner which did not result in a
violation of applicable state and federal truth-in lending disclosure
requirements.
(vii) That the information with respect to each Contract set forth in Exhibit A
hereto is complete and correct in all material respects. No Contract has
been satisfied, subordinated or rescinded, nor has any Financed Vehicle
been released from the security interest granted by the Contract in whole
or in part and all of the Seller's obligations under the Contract have been
performed. No provision of a Contract has been waived, altered or
modified in any respect except for routine extensions done in accordance
with the Seller's customary extension practices that do not increase the
number of installment payments or the amount financed.
(viii) That, to the best of the Seller's knowledge, no Obligor is a party to any
proceeding for readjustment of indebtedness, bankruptcy, appointment of a
receiver or trustee of any property of the Obligor or composition or
extension under any insolvency law.
(ix) That a Certificate of Title has been issued or applied for with respect to
each Financed Vehicle.
(x) That all information and documents prepared by the Seller and provided to
the Buyer at any time are true and accurate in all material respects.
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5. COLLECTIBILITY. The Buyer agrees that the Seller does not warrant the
payment of any Contract in the sense of guaranteeing the performance by the
Obligors of their obligations (including their obligation to make timely
payments), the creditworthiness of the Obligors or the value of the security
given to secure the obligations under the Contracts. All Contracts are sold
and transferred by the Seller to the Buyer "without recourse" to the Seller
except for rights arising for the benefit of the Buyer under this Agreement.
The Buyer is in the business of acquiring and servicing installment sales
contracts such as the Contracts and has conducted such due diligence as the
Buyer deemed appropriate. Notwithstanding the foregoing, the due diligence of
the Seller does not limit the scope or effectiveness of the representations
and warranties of the Seller made in this Agreement. The Buyer acknowledges
that as of the date hereof, it is not aware of that any representation or
warranty of the Seller set forth in this Agreement is inaccurate or untrue.
6. ADDITIONAL COVENANTS AND AGREEMENTS OF THE SELLER.
(a) That the Seller will pay over to the Buyer any payments received on
the Contracts from and after the Closing Date. Such payments from the Seller
to the Buyer shall be made in kind, if reasonably possible, and no later than
three (3) Business Days (as defined below) after receipt if the payment is
made in kind or three (3) Business Days after final payment is received by the
Seller on any check, draft, money order or other instrument if the
payment will be made with the general funds of the Seller. Business Day shall
mean any day other than Saturday or Sunday on which national banks are open
for business in Illinois.
(b) The Seller shall use reasonable efforts to assist the Buyer in
securing Loss Payable Clauses in favor of the Buyer with respect to all
insurance covering any property, personal or real, described in Contracts and
also an assignment of beneficial interest in any policy(ies) covering the life
or lives and or sickness or disability of any Obligors.
(c) The Seller agrees hereby to cause the removal of the lien in favor of
Core States Bank, NA, as agent, evidenced by those certain UCC-1 financing
statements referenced in Exhibit A hereto as soon as reasonably practicable
after the Closing Date.
(d) The Seller agrees to mail as soon as reasonably practicable after the
Closing Date, to each Obligor, at the most recent address reflected for such
Obligor, a notice substantially in the form attached hereto as Exhibit E
directing that all future payments to be made under the applicable Contract be
directed to the Buyer.
(e) Subject to the terms, conditions and limitations set forth in this
Section 6(e), for a period of ten (10) days after the receipt by the Buyer of
the items required to be delivered to it by the Seller pursuant to Sections
2(b)(i), 2(b)(ii) and 2(b)(vii) hereof (the "Review Period"), the Buyer shall
be entitled to tender to the Seller for repurchase, and the Seller agrees to
repurchase, one or more Contracts conveyed by the Seller to the Buyer
hereunder by delivering written request therefor to the Seller (each a
"Repurchase Notice") if and only if the representations and warranties made by
the Seller in Section 4 of this Agreement with respect to such Contract
tendered by the Buyer for repurchase by the Seller are untrue or inaccurate in
any material respect. Any Repurchase Notice delivered by the Buyer to the
Seller with respect to a Contract tendered for repurchase shall set forth in
reasonable detail the basis for the alleged untruth or inaccuracy (referred to
herein as a "Defect") of the representations or warranties made by the Seller
to the Buyer hereunder with respect to such Contract which the Buyer has
tendered for repurchase by the Seller. The Seller shall have no obligation
whatsoever to repurchase any Contract pursuant to this Section 6(e) or
otherwise if: (i) the Seller cures the Defect with respect to any tendered
Contract within thirty (30) days of the receipt of the Repurchase Notice
relating to the Contract; (ii) the Buyer has commenced collection activities
or otherwise contacted any Obligor under such Contract (except as described
below); (iii) the Seller did not receive a proper Repurchase Notice with
respect to the Contract tendered for repurchase on or prior to the expiration
of the Review Period; or (iv) the Buyer is unable to provide the Seller
reasonable assurances that the Buyer is capable of transferring to the Seller
the Contract and all other Assets relating to the Contract. If the Seller
elects to cure the Defect and the Defect may reasonably be expected to be
cured within thirty (30) days, the Seller shall notify the Buyer in writing
that the Buyer has elected to cure the Defect, whereupon the Seller shall have
a period of thirty (30) days from the date on which Seller receives the
Repurchase Notice (the "Cure Period") to cure the identified Defect. If the
Seller is unable to cure the Defect on or prior to the expiration of the Cure
Period, the Seller shall promptly repurchase the tendered Contract. The
Seller acknowledges that Buyer may make routine communications with Obligors
of the Contracts. If the Buyer provides the Seller with a Repurchase Notice
with respect to any Contract after the first and only communication with the
Obligor, the Buyer's obligation to repurchase the Contract shall not be
limited by clause (ii) of this Section 6(e) provided an aggregate amount of at
least $50,000 in principal amount of Contracts is repurchased pursuant to this
Section 6(e).
7. CORPORATE AUTHORITY.
(a) The Seller warrants that it has taken all appropriate corporate
action necessary, or advisable in the opinion of its attorneys, to authorize
the execution and consummation of this Agreement and will furnish the Buyer
satisfactory evidence thereof. The Seller also warrants that this Agreement
is a legal and binding obligation of the Seller, enforceable against it in
accordance with its terms.
(b) The Buyer warrants that it has taken all appropriate corporate action
necessary, or advisable in the opinion of its attorneys, to authorize the
execution and consummation of this Agreement and will furnish the Seller
satisfactory evidence thereof. The Buyer also warrants that this Agreement is
a legal and binding obligation of the Buyer, enforceable against it in
accordance with its terms.
(c) That the Seller is not making this sale with the intent to defraud
creditors and acknowledges that the purchase price was negotiated on an
arms-length basis and that it has received adequate consideration for the
Assets.
8. DUE ORGANIZATION.
(a) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and is
duly authorized and qualified to do business under all applicable laws,
regulations, ordinances and orders of public authorities to own its properties
and to carry on its business in the places and in the manner as now
conducted.
(b) The Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and is
duly authorized and qualified to do business under all applicable laws,
regulations, ordinances and orders of public authorities to own its properties
and to carry on its business in the places and in the manner as now conducted.
9. NO CONFLICTS.
(a) The execution, delivery and performance of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of
the terms hereof will not: (i) conflict with, or result in a breach or
violation of, the Seller's certificate or articles of incorporation or bylaws;
or (ii) conflict with, or result in a d efault (or would constitute a
default but for any requirement of notice or lapse of time or both) under any
document, agreement or other instrument to which the Seller is a party, or
violate, or result in the creation or imposition of any lien, charge or
encumbrance on any of the Seller's properties pursuant to, (1) any law or
regulation to which either the Seller or any of its property is subject or (2)
any judgment, order, decree or agreement to which the Seller or any of its
property is subject.
(b) The execution, delivery and performance of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of
the terms hereof will not: (i) conflict with, or result in a breach or
violation of, the Buyer's certificate or articles of incorporation or bylaws;
or (ii) conflict with, or result in a default (or would constitute a default
but for any requirement of notice or lapse of time or both) under any
document, agreement or other instrument to which the Buyer is a party, or
violate, or result in the creation or imposition of any lien, charge or
encumbrance on any of the Buyer's properties pursuant to, (1) any law or
regulation to which either the Buyer or any of its property is subject or (2)
any judgment, order, decree or agreement to which the Buyer or any of its
property is subject.
10. NOTICE OF CLAIMS AND INDEMNIFICATION. The Buyer agrees to notify the
Seller promptly of any claims, proceedings or litigation regarding any
Contract and any alleged violations of applicable law or regulations and will,
if requested by the Seller, allow the Seller to control and defend such
proceeding or litigation or to effect settlement thereof, provided that such
settlement does not impose upon the Buyer any obligation for which it is not
fully indemnified by the Seller, and provided further, the Buyer shall have
the right in any such proceeding or litigation to have counsel of its own
choice represent its interests at the Buyer's expense. The Seller will
indemnify and hold the Buyer harmless from any and all losses, damages, costs,
good faith settlements, expenses, taxes, reasonable attorneys' fees (except as
set forth below) and other liabilities including, without limitation, costs of
investigation, fees and expenses at trial and on appeal, and costs in
successfully asserting the right to indemnification hereunder (all of the
foregoing are referred to in this Section as "Losses") incurred by the Buyer
at any time as the result of a claim asserted against the Buyer (by a person
or entity other than the Seller) arising solely out of the Seller's actions or
conduct in connection with its servicing or modification of any Contract if
such action or conduct results in the creation of any defense, set-off or
counterclaim against the Buyer's right to receive payments under the
Contracts. Additionally, the Seller agrees to indemnify the Buyer for Losses
incurred by the Buyer as a result of any final adjudication of wrongdoing on
the part of the Seller brought against the Buyer (by any person or entity
other than the Seller) arising out of the Seller's actions or conduct in
connection with its purchase of any Contract. If legal action is commenced
against the Buyer regarding a matter for which the Buyer is entitled to
indemnification under this Section, the Buyer will give notice to the Seller
of the action within thirty (30) days following the Buyer's knowledge thereof.
The failure to notify will not relieve the Seller from any liability that it
may have to the Buyer hereunder or otherwise except to the extent that the
Seller is prejudiced by such failure. With respect to each such notice, the
Seller will, at the Buyer's option, immediately take all action necessary to
minimize any risk or loss to the Buyer including retaining counsel reasonably
satisfactory to the Buyer and take such other actions as are necessary and
appropriate to defend the Buyer or to discharge the indemnity obligations
hereunder. The Buyer may, at its option, conduct such defense at its own
expense. The Seller will pay on demand any indemnified Losses incurred by the
Buyer. The Buyer and the Seller will fully cooperate with each other in
fulfilling the intent of this Section of this Agreement. Neither the Buyer
nor the Seller will settle any claim asserted against the other by a third
party without the prior written consent of the other, which shall not be
unreasonably withheld.
11. POWER OF ATTORNEY. Without limiting the effect of the foregoing, the
Seller hereby constitutes and appoints the Buyer, its permitted successors and
assigns, the true and lawful attorney of the Seller, with full power of
substitution, in the name and stead of the Seller, but on behalf and for the
benefit of the Buyer, its permitted successors and assigns, by any proper
means, to demand, collect and receive any and all the property and to enforce
any of the rights with respect to the Contracts and to enforce any of the
Contracts in the name of the Seller. The Buyer agrees, however, that it will
not bring any action in the name of the Seller on any of the Contracts in the
event suit is required. Any such suits shall be brought solely in the Buyer's
name and at the Buyer's expense.
12. USE OF RECORDS BY THE SELLER. The Buyer agrees that all records,
documents and information of the Seller hereby transferred will be made
available for the use of the Seller in preparing tax returns or for any other
appropriate purpose (determined by the Seller in its reasonable discretion)
which does not injure the Buyer in its competition with other companies and
will remain so available for a period of not less than five years after the
payment in full of the accounts represented by such Contracts. Any and all
information contained in such records as to events occurring subsequent to the
Closing Date shall be held strictly confidential by the Seller.
13. TAXATION. Each party hereto expressly stipulates and agrees that the
other party hereto and its respective servants, agents or employees has not
made any representations to it relating to the probable tax consequences
(whether federal, state or local) or as to the effect of any of the
transactions embodied in this Agreement on any federal, state or local tax
liability of the other party hereto. Each party hereby agrees to assume all
of its own tax consequence and liabilities, whether now or hereafter
determined, resulting by reason of any of the terms or conditions of this
Agreement and by reason of any of the transactions provided for by this
Agreement.
14. WAIVER. No failure or delay on the part of the Seller in exercising
any right, power or remedy hereunder shall operate as a waiver thereof. No
single or partial exercise of any such right, power or remedy shall preclude
any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.
15. ENTIRE AGREEMENT AND MODIFICATIONS OF AGREEMENT. This Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements between the Seller and the Buyer with respect to the subject matter
hereof. No amendment, modification, termination or waiver of any provision of
this Agreement, or consent to any departure by either party therefrom, shall
in any event be effective unless the same shall be in writing and signed by
the other party, and then such waiver or consent shall be effective only in
the specific purpose for which given. No notice to or demand on either party
in any case shall entitle such party to any other or further notice or demand
in similar or other circumstances.
16. NOTICES. All notices, requests, demands and other communications
provided for hereunder shall be: (i) in writing, (ii) made in one of the
following manners, and (iii) shall be deemed given (a) if and when personally
delivered including if delivered by facsimile, (b) on the next business day if
sent by nationally recognized overnight courier addressed to the appropriate
party as set forth below, or (c) on the second business day after being
deposited in United States certified or registered mail, and addressed as
follows:
If to the Seller: Eagle Finance Corp.
1425 Tri-State Parkway
Suite 140
Gurnee, Illinois 60031
Attention: President
Facsimile No. (847) 855-8225
If to the Buyer: Search Funding Corp.
700 N. Pearl Street
Suite 400
Dallas, Texas 75201-2809
Attention: President and Chief Executive Officer
Facsimile No. (214) 965-6098
or, as to each party, at such other address as shall be designated by
such party in a written notice to each other party complying as to delivery
with the terms of this Section.
17. LIMITATION OF DAMAGES. The parties agree that the sole and exclusive
remedy of the Buyer for any breach of any representation or warranty
concerning the Assets is the right to require the Seller to repurchase the
Assets during the Review Period in accordance with Section 6(e) hereof and
that the representations and warranties concerning the Assets terminate as of
the close of business on the last day of the Review Period. If there is any
claim or dispute between the parties arising out of or related to this
Agreement or the transactions contemplated herein, except to the extent the
facts giving rise to the claim or dispute also constitute fraud, the sole and
exclusive remedy shall be a claim for breach of contract. To the extent the
facts also constitute fraud, a claim can also be asserted for fraud.
Regardless of whether the claim is for breach of contract or fraud or both,
damages shall be limited to actual and direct damages, and both parties waive
any claim or consequential, punitive, for incidental damages and any claim for
lost profits or loss of goodwill.
18. WAIVER OF JURY TRIAL. The Buyer and the Seller hereby WAIVE ANY RIGHT
TO A TRIAL BY JURY in any action arising out of or related to this Agreement.
The parties will attempt in good faith to resolve any claim, dispute or
disagreement arising out of or relating to this Agreement promptly by
negotiations between representatives of the parties who have authority to
settle the controversy.
19. NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended to, and
shall not, create any rights in or confer any benefits on any person or entity
other than the parties hereto.
20. PUBLICITY. Neither the Seller nor the Buyer shall (i) issue any press
release or make any public announcement or otherwise publicize the
consummation of this Agreement, or (ii) make a public disclosure of any kind
regarding the subject matter hereof without the express written consent of the
other party which consent shall not be unreasonably withheld, conditioned or
delayed, except that the Seller and the Buyer may publicly disclose
information relating to this Agreement that is required, in the reasonable
judgment of the Seller or the Buyer, by law or in connection with its
registration of securities or the filing of a periodic report with the U.S.
Securities and Exchange Commission or any state securities commission, or in
connection with a filing pursuant to the Seller's or the Buyer's listing with
a national securities exchange (including the NASDAQ National Market) or
governmental entity if the Seller or the Buyer, as appropriate, gives the
other party advance written notice prior to releasing or making any such
disclosure.
21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
22. SUCCESSORS AND ASSIGNS. This Agreement shall become effective when it
shall have been executed by the Seller and the Buyer and thereafter shall be
binding upon and inure to the benefit of the Seller and the Buyer and their
respective successors and assigns, except that neither party shall have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the other party provided that the Buyer may assign its
rights hereunder to its parent company or any other affiliate of the Buyer
that is a wholly-owned subsidiary of the Buyer's parent company.
23. GOVERNING LAW. This Agreement and the other documents have been
negotiated, executed and delivered at, and shall be deemed to have been made
at, Chicago, Illinois and this Agreement shall be interpreted, and the rights
and liabilities of the parties hereto determined, in accordance with the
internal laws of the State of Illinois without reference to its judicially or
statutorily pronounced rules regarding conflict of laws or choice of law or
where any action or other proceeding is instituted or pending.
24. 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 or affecting the validity or
enforceability of such provision in any other jurisdiction. Wherever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law.
25. EFFECT OF HEADINGS. The descriptive headings contained herein are for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed for it and on its behalf by its respective duly authorized
officer, the day and year set forth opposite the signature of each to be
effective as of the date first set forth above.
Dated this 27th day of September, 1996.
EAGLE FINANCE CORP.
By: /s/ Robert J. Braasch
--------------------------------
Name: Robert Braasch
Title: President
Dated this 27th day of September, 1996.
SEARCH FUNDING CORP.
By: /s/ Robert D. Idzi
--------------------------------
Name: Robert D. Idzi
--------------------------------
Title: Senior Executive Vice President
--------------------------------
<PAGE>
EXHIBIT A
SEARCH CAPITAL GROUP, INC.
SEARCH FUNDING CORP.
SETTLEMENT
September 25, 1996
<TABLE>
<CAPTION>
Accounts Current Gross Dollars Principal Balance
-------- ---------------------- ------------------
<S> <C> <C> <C>
Pool B 176 $ 1,854,414.23 $ 1,497,852.63
Pool C 908 $ 10,112,796.58 $ 7,915,511.32
- ---------- ======== ====================== ==================
Pool Total 1,084 $ 11,967,210.81 $ 9,413,363.95
</TABLE>
Schedule of contracts are attached on pages B1-B2 and C1-C18
Note: For sale purposes no Pool A exists.
Pool Totals $ 9,413,363.95
X 102%
--------------
Wire to Eagle Finance Corp. $ 9,601,631.23
Wire transfer information is as follows:
CoreStates Bank, N.A.
ABA #031000011
Credit Account #0132-0452
Eagle Finance Corp.
Credit: Commercial Loan Clearing Account
Attn: Stacy Shegda
<PAGE>
EXHIBIT B
BILL OF SALE
WITNESSETH THAT, in consideration of the sum of Ten Dollars ($10.00) in
hand paid and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, EAGLE FINANCE CORP., a Delaware
corporation ("Seller"), hereby bargains, sells, conveys, assigns and transfers
to SEARCH FUNDING CORP., a Texas corporation ("Purchaser"), its successors and
assigns, all Seller's right, title and interest in and to each of the
Contracts listed on the List of Contracts attached hereto as Exhibit 1 and in
and to the Assets associated with the Contracts. This sale is made pursuant
to the Motor Vehicle Installment Sales Contract Assignment Purchase Agreement
("Agreement") entered into by Seller and Purchaser as of September 27, 1996.
All terms used in this Bill of Sale have the meanings defined in the
Agreement.
TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns,
forever.
AND SELLER, for itself and its successors and assigns, covenants with
Purchaser and its successors and assigns that the Assets are free and clear
from any liens or encumbrances whatsoever, except as otherwise provided in
Exhibit A to the Agreement, that Seller is the true and lawful sole owner
thereof and has full and unrestricted right and lawful authority to bargain
and sell the same to Purchaser as herein provided. In accordance with and
subject to the Agreement, Seller and its successors and assigns will forever
warrant and defend all and singular every said Asset unto Purchaser and its
successors and assigns against all claims and demands contrary to the
foregoing covenant.
This Bill of Sale shall be binding upon Seller and its successors and
assigns and shall inure to the benefit of Purchaser and its successors and
assigns.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale by its duly
authorized officer on the date set forth below.
Dated: September 27, 1996 EAGLE FINANCE CORP., a Delaware
corporation
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
SEARCH FUNDING CORP., a
Texas corporation
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
<PAGE>
EXHIBIT C
ASSIGNMENT OF INSURANCE INTERESTS
Eagle Finance Corp. ("Assignor") hereby absolutely and irrevocably
assigns to Search Funding Corp. ("Search") all of Assignors right, title and
interest in, under, and with respect to all insurance and service contracts
which provide any of the following coverages with respect to motor vehicle
installment sales contracts which Assignor has sold to Search:
<TABLE>
<CAPTION>
<C> <S>
1. credit life, credit disability, or credit accident and health;
2. casualty, damage, theft, loss, or liability;
3. involuntary unemployment;
4. mechanical breakdown, warranty, maintenance, or servicing;
5. lender protection, vendor/lender single interest; skip, repossessed vehicle casualty
(including damage, theft, and loss), confiscation, nonfiling, failure of lien
perfection, contract default, or residual value; or
6. any other coverage assigned in writing by Assignor to Search.
</TABLE>
Without limiting the rights included in this assignment, this assignment
entitles Search to claim and collect all benefits, refunds, and other amounts
with respect to all coverages that Assignor would be entitled to claim and
collect, and to make such claim and collections in its name or Assignor's
name. Assignor hereby authorizes Search to sign Assignor's name on all such
clause and collections Search makes, and to endorse Assignor's name on all
such payments it receives. Assignor hereby instructs and authorizes all
providers of the foregoing coverages to rely on this Assignment and any
statement or instruction in writing by Search with respect to the operation
and effect of this Assignment and the installment contracts covered by it.
Assignor hereby agrees that the providers of the coverages who so rely shall
have no liability to Assignor for complying with this Assignment and such
statements and instructions by Search.
Dated: September 27, 1996 EAGLE FINANCE CORP.
By:
----------------------------
Its:
----------------------------
<PAGE>
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS:
Eagle Finance Corp. ("Principal") hereby constitutes and appoints Search
Funding Corp. ("Search") as its true and lawful agent and attorney in fact to
act in its name and stead or on its behalf with authority to do the following
acts with respect to motor vehicle installment sales contracts and related
right which Search purchased from Principal pursuant to that certain Motor
Vehicle Installment Sales Contract Assignment Purchase Agreement entered into
by Search and Principal (the installment sale contracts and related rights are
referred to herein as the "Property"):
1. Search can receive, endorse, and collect all payments made payable to
or owed to Principal in connection with the Property.
2. Search can enforce, release, modify, and transfer the rights and
interests granted to Principal with respect to the Property, which on their
face give Principal rights regarding the Property, including but not limited
to rights with respect to insurance policies, motor vehicles and certificates
of title.
This Power of Attorney is coupled with an interest and cannot be
terminated by Principal.
This Power of Attorney is made on September 27, 1996.
EAGLE FINANCE CORP.
By:
-------------------------------------
Its:
-------------------------------------
STATE OF ILLINOIS
COUNTY OF __________
Subscribed and sworn to
before me this ____ day of September, 1996
- --------------------------------------
Notary Public
<PAGE>
EXHIBIT E
- -----------------------------
- -----------------------------
- -----------------------------
Dear :
-------------------
Please be advised that Eagle Finance Corp. ("Eagle") has sold to Search
Funding Corp. the Motor Vehicle Installment Sales Contract relating to your
automobile that was previously owned and serviced by Eagle. Please direct all
future payments Search Funding Corp. at:
[Search Funding Corp.]
700 N. Pearl Street
Suite 400
Dallas, Texas 75201-2809
If you have any questions, please contact Search Funding Corp. at
800-299-2886.
EAGLE FINANCE CORP., a Delaware
corporation
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
