UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
AMENDMENT NO. 2
TO
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) July 21, 1998
SECURED INVESTMENT RESOURCES FUND, L.P., III
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 000-18475 48-6291172
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1100 Main, Suite 2100, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-4670
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Item 1. Changes in Control of Registrant.
On July 21, 1998, Nichols Resources Ltd., a general partner of the
Registrant ("Nichols"), Bond Purchase, L.L.C. ("Bond") and David L. Johnson
("Johnson") and other affiliates of Johnson, along with the Registrant, SIR
Partners III, L.P., a general partner of the Registrant ("SIR Partners III"),
SPECS, Inc., the company which provides the Registrant management and investor
services ("SPECS") and James R. Hoyt, the Managing General Partner of the
Registrant ("Hoyt"), entered into a certain Settlement Agreement and Mutual
Release (the "Agreement"). The Agreement settled a dispute which had arisen
between Nichols, SIR Partners III and Hoyt, two general partners of the
Registrant over the proper course of action to be taken for the Registrant. This
dispute resulted in the filing of a civil action in the Circuit Court of Jackson
County, Missouri.
Pursuant to the Agreement, Nichols has agreed (i) to pay $100,000 in
cash to SIR Partners III and Hoyt, $21,751 of which will be paid by Hoyt to the
Registrant to pay a receivable owed by affiliates of the Registrant for unpaid
excess syndication costs and expenses currently shown on the Registrant's
financial statements and (ii) to dismiss the civil actions filed. In exchange
for the $100,000 in cash and the dismissal of the civil actions, SIR Partners
III and Hoyt have agreed (i) to transfer their general partnership interests to
Nichols and (ii) to withdraw as Managing General Partner and general partners.
Under the Registrant's Amended and Restated Agreement of Limited Partnership
dated December 6, 1988 (the "Partnership Agreement"), such transfers and
withdrawals are subject to the majority vote of the Registrant's limited
partners (the "Limited Partners"). Hoyt and SIR Partners III has also agreed
that Nichols, as general partner of the Registrant, shall have the right to
designate the management company to manage the assets of the Registrant and to
execute all documents to effectuate the release of the current management
contract.
Nichols is a Missouri corporation, the owner of which is MJS
Associates, Inc., a Missouri corporation. Nichols, as a general partner of the
Registrant, intends to call for a vote without a meeting of the Limited
Partners, file a proxy statement with the Securities and Exchange Commission and
solicit proxies from the Limited Partners to seek approval from the Limited
Partners to the transfer of the general partnership interests, the withdrawal of
Hoyt and SIR Partners III as general partners of the Registrant and the
replacement of SIR Partners III as Managing General Partner in favor of Nichols.
Hoyt and SIR Partners III have agreed to use their best efforts to assist in
obtaining approval from the limited partners of the withdrawal of Hoyt and SIR
Partners III as general partners of the partnership. In the event the majority
approval is obtained, Nichols shall be the sole general partner of the
Registrant.
In connection with the Agreement, Johnson and Bond have agreed to
clarify its statement that it filed with the SEC on March 25, 1998 in which they
indicated that Hoyt
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had failed to provide financial and other information with respect to the
Registrant and Hoyt had a conflict of interest as a general partner of the
Registrant in certain actions taken by Hoyt. Johnson and Bond must clarify or
withdraw such previous statements that were filed with the SEC.
Item 5. Other Events.
Several months ago, the KC Club Apartments, a property owned by the
Registrant (the "Apartments"), were lost to foreclosure due to the Registrant's
default on loan payments owed to the lender and the Registrant's inability to
restructure the loan. The loan was secured by a certain Deed of Trust from the
Registrant to William B. Deas, Trustee for the lender, dated June 12, 1989 (the
"Deed of Trust"). On December 5, 1997, James A. Hart, as Successor Trustee under
the Deed of Trust, sent a Notice of Trustee's Sale to the Registrant with
respect to the Apartments. On January 7, 1998, the Apartments were sold by the
Successor Trustee at a public sale and foreclosure on the Deed of Trust to
satisfy the obligations of the loan.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
10.1 Settlement Agreement and Mutual Release dated July 21, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Secured Investment Resources
Fund, L.P., III
Date: March 3, 1999 By: Nichols Resources, Ltd., its
general partner
By: /s/ Christine A. Robinson
Christine A. Robinson
President
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EXHIBIT INDEX TO FORM 8-K
Exhibit
Number Description
10.1 Settlement Agreement and Mutual Release dated July 21, 1998.
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EXHIBIT 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is made
and entered into as of the 21st day of July, 1998 by and between Nichols
Resources, Ltd. ("Nichols Bond Purchase, L.L.C. ("Bond") and David L. Johnson,
on his behalf and for any corporation, partnership, limited liability company or
other business entity that is owned or controlled, directly or indirectly, by
David L. Johnson, as well as all affiliates, officers, directors, shareholders,
partners, employees, representatives and agents of David L. Johnson
(collectively referred to herein as "Johnson Entities") and Secured Investment
Resources Fund, L.P. III ("SIR III" or the "Partnership"), SIR Partners III,
L.P. ("SIR III Partners"), SPECS, Inc. and James R. Hoyt ("Hoyt") (collectively
referred to herein as the "Hoyt Entities").
A. Recitals.
1. A dispute has arisen between to general partners of the
Partnership over the proper course of action to be taken for the Partnership.
This dispute has in part lead to the filing of a civil action which is now
pending in the Circuit Court of Jackson County, Missouri, captioned State of
Missouri ex rel., Nichols Resources, Ltd. vs. James Hoyt, et al., Case No.
98-CV-1293 ("Action")
2. The parties have incurred significant cost and expense in
connection with this dispute and with the Action, and recognize that still
further cost and expense will be incurred by each of them if the Action and any
existing and potential disputes are not immediately settled and resolved as
between each of them.
3. The parties recognize and agree that their decision to settle
the dispute and the Action and to execute mutual releases shall in no way
operate to release or otherwise affect the liabilities of any person or entity
not a party to or named as being specifically released by the terms of this
Agreement.
4. The parties further recognize and agree that this Agreement is
made solely as a compromise in settlement in order to avoid the hazards and cost
of litigation, and that the provisions of the release are neither intended to
be, nor shall be construed, as an admission of liability with respect to any
matter or thing, such liability being expressly denied.
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B. Settlement Terms.
1. In consideration of the mutual covenants and agreements herein
confined and other good and valuable consideration, the sufficiency of which is
acknowledged, the parties agree as follows:
(a) At Closing, Nichols agrees to pay $100,000.00 to
Hoyt to assume the position as managing general
partner of SIR III.
(b) There presently exists on the books of the
Partnership a receivable from the general
partners in the amount of $21,751 for
unpaid excess syndication costs and expenses. At
Closing, Hoyt agrees to pay in full the $21,751,
which will be paid out of the $100,000 payment to
Hoyt as referenced above. By making this payment,
the parties recognize and agree that the entire
joint and several obligation of the general
partners for the unpaid excess syndication costs
and expenses is satisfied in full.
(c) At Closing, Hoyt and SIR III Partners agree that
they will withdraw from the Partnership.
(d) The Hoyt Entities agree that Nichols shall have
the right to designate the management company to
manage the assets of SIR III, provided that
thirty (30) days written notice is given of the
identity of the designee to assume such
management. The Hoyt Entities agree to execute
all documents to effectuate the release of the
current management contract including such
instructions as may be required to affiliate
companies now in control of management.
(e) Nichols Resources, Ltd. agrees that at Closing,
it will file a dismissal with prejudice of the
Action.
(f) In the event approval of the limited partners is
sought to approve either the withdrawal of Hoyt
and SIR III Partners or the replacement of SIR
III Partners as managing General Partner in favor
of another entity proposed by Nichols Resources,
Hoyt and SIR III Partners agree to use their best
efforts to assist in obtaining approval from the
limited partners of the withdrawal of Hoyt and
SIR Partners III as general partners of the
partnership.
(g) Hoyt will take reasonable steps to fully pay the
$400,000 subordinated note presently held with
Boatmen's Bank of Kansas
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City, which note may be prepaid without penalty
for $200,000 on or about July 31, 1998.
(h) At Closing, Hoyt will deliver the most recent
draft of the SEC Form 10-K for 1997 and certify
to its accuracy subject to completion, to the
best of his knowledge and belief.
2. The parties will cooperate to insure that there is no
acceleration of that debt currently secured by a Deed of Trust on the
Partnership property.
3. The parties further agree that the terms of the standstill
agreement entered into by and between the parties shall stay in full force and
affect until the date of closing.
C. Closing.
1. The closing shall take place on July 21, 1998 at 1:00 p.m. at
the law offices of Robert B. Thomson, or such other place as the parties may
agree.
D. Representations and Warranties of Hoyt and Hoyt Entities.
1. At Closing, the only general partners of SIR III will be
James R. Hoyt, SIR Partners III, L.P. (formerly known as Hoyt Partners III,
L.P.). and Nichols Resources, Ltd.
2. At Closing, Hoyt and SIR III Partners shall execute a Bill of
Sale and Notice of Transfer of General Partnership Interest, and Resignation and
Appointment in a form mutually agreeable between the parties.
3. Between the date hereof and Closing, Hoyt and SIR III will
conduct the business of the Partnership in the normal and customary manner in
which they have in the past.
4. As of Closing, except as hereafter provided, there shall be no
outstanding or accrued payables, debts, notes or other obligations of any type
or manner claimed to be owed or due Hoyt, SIR III, Hoyt Entities or their
affiliates or assignees by the Partnership and Hoyt and SIR III Partners hereby
release and forgive all such claims against the Partnership. This shalt not
include reimbursements to SPECS, Inc. for investor services, attorney's fees,
management fees, postage, copies and any other items of expense incurred by
SPECS, Inc, in the day-to-day management of the Partnership's property and other
assets as identified on Schedule 1, attached hereto. At Closing, SPECS, Inc.
("SPECS") will provide Nichols with a copy of the management agreement
pertaining to Bicycle Club Apartments, certified by the owner of the property
and SPECS, and a written
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acknowledgment that the management agreement shall be cancelable upon thirty
(30) days prior written notice. In addition, there shall be no outstanding
obligations, advances or ~payables of any type or manner owed to the Partnership
by Hoyt, SIR III, the Hoyt Entities or their affiliates or assigns, other than
as set forth in Schedule 2, attached hereto.
5. Conduct Of Business of the Partnership Pending the Closing
Date.
From the date hereof until the Closing Date and except as otherwise provided
herein or consented to or approved by Nichols in writing, the Partnership shall:
(a) Conduct the business and operations in the ordinary
course of business and in the manner in which the same have
heretofore been conducted, and to the extent consistent with such
operations, will use its best efforts to (i) preserve its present
business organization intact, (ii) keep available the services of
its present officers, other key employees, and material
distributors, and (iii) preserve its present relationship with
tenants, suppliers and others having business dealings with it;
(b) Maintain its properties in customary repair, order,
condition and in accordance with past practices, reasonable wear
and use and damage by fire or unavoidable casualty excepted, and
maintain its existing insurance and with respect to the conduct of
its business in such amounts and of such kinds comparable to that
in effect on the date of this Agreement;
(c) Comply with all laws applicable to it;
(d) Not merge into or consolidate with any other entity or
allow any other entity to merge into it;
(e) Not sell other than in the ordinary course of
business, lease, pledge or grant any security interest in any
asset, or acquire any assets other than in the ordinary course of
business;
(f) Other than as set forth in this Agreement and
documents related to this Agreement, not issue any Partnership
interests, or agree to do so, or purchase, redeem, retire or
otherwise acquire any such interests, or agree to do so, or sell
or give any option or right to purchase or agree to do so, or
declare, set aside, or pay any distribution;
(g) Not enter into (i) any contract which contains any
escalation, renegotiation or price redetermination clause, or
which commits Partnership for a fixed term (ii) any contract for
the purchase of goods which involves a consideration in excess of
$5,000 or which is for a period in excess of 6
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months, (iii) any contract for the purchase or sale of goods other
than in the ordinary course of the Partnership's business or (iv)
any contract of employment or consultation with any person or any
agreement providing for management services by an independent
contractor;
(h) Not amend or modify its Certificate of Limited
Partnership or Agreement of Limited Partnership;
(i) Not voluntarily terminate, cancel, amend, or permit
any lapse in the Partnership's insurance coverage;
(j) Not create, incur, assume, guaranty, of otherwise
become liable with respect to, any indebtedness for borrowed
monies;
(k) Not make any loans or advances to, or assume,
guarantee, endorse or otherwise become liable with respect to the
obligations, securities or dividends of any other person, firm or
corporation (exclusive of the endorsement of negotiable
instruments in the process of collection in the ordinary course of
business); and
(i) Not purchase or acquire any stock, bond, or other
security of any person, firm, corporation or association.
6. Except as provided for below, Hoyt and the Hoyt Entities, as
the case may be, have the fall capacity, right power and authority to enter
into, execute and deliver this Agreement and the Related Agreements, to
consummate the transactions contemplate by this Agreement and the Related
Agreements, to comply with and fulfill the terms and conditions of the Agreement
and the Related Agreements. This Agreement and all Related Agreements each
constitute a valid and binding obligation of both Hoyt and the Hoyt Entities, as
the case may be, enforceable in accordance with their respective terms and
conditions. Neither the execution nor delivery of this Agreement or any Related
Agreement, nor the consummation of the transactions contemplated hereby or
thereby, nor compliance by Hoyt or the Hoyt Entities with any of the provisions
of this Agreement or any Related Agreement will Violate any law, rule or
regulation of any government or governmental agency or body, or any judgement,
order, writ injunction, or decree of any court, administrative agency, or
governmental agency or body applicable to Hoyt or the Hoyt Entities or any
properties, assets, or Shares or other securities of Hoyt or the Hoyt Entities,
except that neither Hoyt nor the Hoyt Entities make any representation that the
transactions contemplated hereunder are authorized by the partnership agreements
of SIR III or Bicycle Club Joint Venture, L.P. and the parties expressly state
and acknowledge that Nichols Resources, Ltd. assumes all risk as it relates to
this transaction, including but not limited to, (a) disapproval by the limited
partners of the withdrawal of Hoyt and SIR
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Partners III from the Partnership and any and all liability arising therefrom,
and (b) the effect, if any, on the first mortgage debt on Bicycle Club
Apartments.
7. To the best of their knowledge and belief no representations or
warranties of Hoyt or the Hoyt Entities contained in this Agreement or other
documents referred to in this Agreement contains any untrue statement of any
material fact, or omits to state any material fact necessary to make the
statements contained therein or herein not false or misleading. Any underlying
documents included in such exhibits or other disclosure documents, or otherwise
furnished to the Johnson Entities, are to the best of Hoyt and the Hoyt
Entities' knowledge and belief true and correct copies, and there are no
amendments or modifications thereto except as set forth in such exhibits or
other disclosure documents in which such documents are incorporated or as
otherwise noted on such documents.
8. All representations warranties and agreements made herein or
hereunder shall be deemed to be relied upon by the other party(ies) and shall
survive the Closing for a period of one (1) year.
9. For purposes of this Agreement the term "Related Agreement",
means any agreement executed contemporaneously herewith or at the Closing by two
or more parties to this Agreement.
E. Release Provisions.
1. Release of Hoyt, et al.
In further consideration of the promises and agreements made and
described herein, but with the exception and subject to the obligations and
rights created by and arising under the terms of this agreement, the receipt and
sufficiency of which are hereby acknowledged Nichols Resources, Ltd., Bond
Purchase, L.L.C., and the Johnson Entities, and all association(s) or entities
claiming by, through or under them, due hereby forever discharge Hoyt and the
Hoyt Entities, his affiliates, together with their respective or mutual agents,
representatives, employees, attorneys, heirs, successors and assigns, from and
against any and all liabilities, claims, demands, causes of action, and all
other obligations whatsoever, known or unknown, direct or indirect whether based
on state or federal law, and whether based on contract, tort or any other theory
of recovery that they may now or hereafter have against Hoyt on account of or
related to or arising out of the Action, and including without limitation the
claims for damages now being made against Hoyt in or as a part of the Action.
2. Release of Nichols Resources, et al.
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In further consideration of the promises and agreements made and
described herein, but with the exception of the obligations or rights created by
or arising out of the terms of this Agreement, the terms and sufficiency of
which are hereby acknowledge, Hoyt and the Hoyt Entities, his affiliated
companies, and any person, association, corporation or entity claiming by,
through or under all of them, do hereby release and forever discharge Nichols
Resources, Ltd., Bond Purchase, L.L.C. and the Johnson Entities, together with
their respective or mutual agents,.representatives, employees, insurance
carriers, heirs, successors and assigns, from and against any and all
liabilities, claims, causes of action, suits and obligations, whatsoever, known
or unknown, direct or indirect whether based on state or federal law, and
whether based on contract tort or any other claim of recovery which Hoyt and/or
his affiliated companies may now or hereafter have against Bond Purchase, David
L. Johnson, Nichols Resources, Ltd., or any other persons, associations or
entities being released on account of or in any way related to or arising out of
the Action.
F. Indemnification.
1. Of Johnson Entities:
The Hoyt Entities, which shall specifically include James R. Hoyt,
jointly and severally agree to defend, indemnify and hold harmless the Johnson
Entities and all current and former officers, directors, shareholders, partners,
employees, representatives, agents, successors and assigns thereof against only
those claims and demands, including reasonable attorney's fees, expenses and
costs, relating to acts or omissions which arose during the period starting
January 1, 1998 through Closing and which are not otherwise covered by
insurance. Provided further, that if the claims or demands arose in connection
with the management of the Partnership property, the indemnity requirement shall
extend to the date that the Hoyt Entities relinquish management in favor of the
Johnson Entities.
2. Of Hoyt Entities:
The Johnson Entities, which shall specifically include David L.
Johnson, jointly and severally agree to defend, indemnify and hold harmless
James R. Hoyt and the Hoyt Entities, and all current and former officers,
directors, shareholders partners, employees, representatives, agents, successors
and assigns thereof against any claims and demands, including reasonable
attorney's fees, expenses and cost, relating to acts or omissions of David L.
Johnson, Nichols Resources, Bond Purchase, LLC or the Johnson Entities which may
arise after the closing and which are not otherwise covered by insurance. This
specifically includes, but is not limited to, any and all actions, suits,
proceedings, claims and demands (including claims that any SEC rule, ordinance
or statute were not complied with herein) Of any person or entity, including
without limitation any person or entity not a party to this Agreement, in
connection with the transactions under this Agreement and the resignation of
general partners, it being the intention of the parties that Nichols is
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assuming all the risk as it relates to this transaction. Provided further,
however, that if the claims arose in connection with the management of the
property, the indemnity shall begin from the date that the Hoyt Entities
relinquish management in favor of the Johnson Entities as opposed to the date of
closing.
G. Confidentiality Agreement.
1. The terms and conditions of the Settlement Agreement and
Release, and the negotiations proceeding it are considered by the parties to be
confidential and may not now or hereafter be communicated by the parties to any
other person or entity for any purpose whatsoever, except for the respective
attorneys, accountants and/or tax advisors, and any officers, directors,
partners, managers or staff members who in the conduct of their duties have the
need to know some or all the terms and conditions of this Settlement Agreement.
Further excepted from the terms of this confidentiality provisions are such
disclosures as are required by law or may need to be made to enforce the terms
of the Agreement, including any disclosures made in connection with litigation
between the parties or the enforcement of this Agreement.
H. Miscellaneous.
1. Corporate Status. At Closing Hoyt agrees to resign as an
officer and director of Bicycle Club, Inc. and any other entity involved as a
general partner of SIR III or Bicycle Club Joint Venture, L.P. and the Hoyt
Entities agree to execute all documents reasonably necessary to effectuate the
terms of this Agreement including a Stock Purchase Agreement in a form mutually
agreeable to the parties.
2. Authority to Act. The Hoyt Entities and the Johnson Entities
all represent that they are in good standing, and that the officers executing
this Agreement are authorized to act on behalf of their respective corporations
or affiliated entities.
3. Compromise. This Agreement constitutes a compromise in
settlement of disputed claims. Nothing contained in this Agreement is to be
construed as an admission of liability on the part of any party hereto with
respect to any matter or thing by whom all liability is hereby expressly denied.
4. Voluntary Agreement. The Hoyt Entities and the Johnson Entities
represent and declare that each has carefully read this Agreement knows its
contents and believes that it accurately reflects the terms of their agreement.
The parties further represent and declare that each has signed this Agreement
freely and voluntarily, and that none of them suffers from any legal mental or
physical disability which would disable them from executing this Agreement; nor
has any party taken any drug or medication before signing this Agreement which
would prevent him/her from understanding its terms.
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5. Independent Advice of Counsel. The parties represent and
declare that in negotiating and entering into this Agreement they have relied
solely upon their own judgment belief and knowledge concerning the nature,
extent and duration of his/her rights, claims and liabilities, and on the advice
and recommendations of their own independently selected counsel. This Settlement
Agreement and Mutual Release represent the joint and mutual efforts of all
parties and none of its terms if in any way ambiguous is to be construed against
any party.
6. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, together with their respective
heirs, representatives and successors. The rights and obligations may not be
assigned to other entities not a party hereto, without the permission of the
other parties, from whom consent shall not be unreasonably withheld.
7. Entire Agreement. This Agreement constitutes the whole
agreement between the parties with respect to the settlement and release
agreements described herein. There are no promises, terms, conditions or
obligations other than those contained in this Agreement with respect to either
of those matters. The parties recognize that this Confidential Agreement
supersedes all communications, representations or agreements, whether verbal or
written, previously made by or between the parties with respect to the
referenced settlement and release agreements.
8. Headings. Titles to the paragraphs of this Agreement are solely
for the convenience of the parties and shall not be used or construed to alter,
explain, modify, influence, simplify or aid in the interpretation or meaning of
the text.
9. Singular/Plural & Gender. It is understood and agreed that this
Agreement shall be construed such that, wherever applicable, the use of the
singular number shall include the plural number and the masculine gender shall
be construed to include the feminine or neuter gender.
10. Severability of Provisions. The separate provisions of this
Agreement shall be denied severable, and the invalidity or inability to enforce
any one or more of the provisions hereto shall not affect the validity or the
ability to enforce the other provisions.
11. Execution. This Agreement may be executed by the parties and
their counsel in one or more counter-parts.
12. Enforcement of Agreement. In the event any action is brought
to enforce this agreement or to recover damages for any breach of this
agreement, the prevailing party shall be entitled to attorneys' fees and costs.
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13. Applicable Law and Forum. This Agreement shall in all respects
be governed by the laws of the State of Missouri. It is further understood and
agreed that any dispute concerning this Agreement will be heard in the Circuit
Court of Jackson County, Missouri.
14. Additional Covenants and Promises.
(a) Future Non-interference. James R. Hoyt and David L. Johnson
both on their behalf and for their related companies and affiliates, agree not
to become involved in each other's businesses in the future. The intent of this
section is that neither will invest nor purchase either as a general partner,
limited partner, member, manager, shareholder or in any other sort of legal or
beneficial interest or ownership in the others' business activities.
(b) Communications:
(1) David L. Johnson and Bond Purchase, L.L.C. agree to
withdraw or file a clarifying statement with the Securities and Exchange
Commission ("SEC") of the communication filed by their attorney on or about
March 25, 1998.
(2) David L. Johnson and Bond Purchase, L.L.C. agree that
they will not file in the future any communication, memo, proxy statement or
any other written or oral statement with the SEC or any other person or entity
that may be false, misleading or in any way disparaging to James R. Hoyt or
any entity in which he is a general or limited partner, shareholder, officer,
director, member or manager (collectively "Hoyt"), except as may be required by
law or may need to be made to enforce the terms of this Agreement. This shall
also include statements to any current or future partner of Hoyt.
WE HAVE READ THE ABOVE, UNDERSTAND THE SAME, AND AGREE TO BE
LEGALLY BOUND BY ALL THE TERMS OF THIS CONFIDENTIAL SETTLEMENT AND MUTUAL
RELEASE AGREEMENT.
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IN WITNESS WHEREOF, the parties to this agreement have hereunto
set their hands as of the day and year first above written.
NICHOLS RESOURCES, LTD.
Date: 7-21-98 By: /s/ David L. Johnson
David L. Johnson, Vice President
BOND PURCHASE, L.L.C.
Date: 7-21-98 By: /s/ David L. Johnson
David L. Johnson, Member
DAVID L. JOHNSON
Date: 7-21-98 By: /s/ David L. Johnson
David L. Johnson
SECURED INVESTMENT RESOURCES
FUND, L.P., III
Date: 7-21-98 By: /s/ James R. Hoyt
James R. Hoyt,
Managing General Partner
SIR PARTNERS III, L.P.
Date: 7-21-98 By: /s/ James R. Hoyt
James R. Hoyt, General Partner
SPECS, INC.
Date: 7-21-98 By: /s/ James R. Hoyt
James R. Hoyt, President
JAMES R. HOYT
Date: 7-21-98 By: /s/ James R. Hoyt
James R. Hoyt
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STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July 1998, before me, the
undersigned a Notary Public within and for the County and State aforesaid, came
David L. Johnson, Member of Bond Purchase, L.L.C., a corporation, duly organized
and existing under and by virtue of the Laws of the State of Missouri, who is
personally known to me to be the same person who executed, as such officer, this
instrument on behalf of said corporation, and such person duly acknowledged the
execution of the same to be the act and deed of said corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
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STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July, 1998, before me,
the undersigned a Notary Public within and for the County and State aforesaid,
came David L. Johnson, Vice President of Nichols Resources, Ltd., a corporation,
duly organized and existing under and by virtue of the Laws of the State of
Missouri, who is personally known to me to be the same person who executed, as
such officer, this instrument on behalf of said corporation, and such person
duly acknowledged the execution of the same to be the act and deed of said
corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
13
<PAGE>
STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July, 1998, before me,
the undersigned a Notary Public within and for the County and State aforesaid,
came David L. Johnson, who is personally known to me to be the same person who
executed, as such officer, this instrument on behalf of said corporation, and
such person duly acknowledged the execution of the same to be the act and deed
of said corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
14
<PAGE>
STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July, 1998, before me,
the undersigned a Notary Public within and for the County and State aforesaid,
came James R. Hoyt, Managing General Partner of Secured Investment Resources
Fund, L.P., III, a corporation, duly organized and existing under and by virtue
of the Laws of the State of Missouri, who is personally known to me to be the
same person who executed, as such officer, this instrument on behalf of said
corporation, and such person duly acknowledged the execution of the same to be
the act and deed of said corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
15
<PAGE>
STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July, 1998, before me,
the undersigned a Notary Public within and for the County and State aforesaid,
came James R. Hoyt, General Partner of SIR Partners, III, L.P., a corporation,
duly organized and existing under and by virtue of the Laws of the State of
Missouri, who is personally known to me to be the same person who executed, as
such officer, this instrument on behalf of said corporation, and such person
duly acknowledged the execution of the same to be the act and deed of said
corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
16
<PAGE>
STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July, 1998, before me,
the undersigned a Notary Public within and for the County and State aforesaid,
came James R. Hoyt, President of SPECS, Inc., a corporation, duly organized and
existing under and by virtue of the Laws of the State of Missouri, who is
personally known to me to be the same person who executed, as such officer, this
instrument on behalf of said corporation, and such person duly acknowledged the
execution of the same to be the act and deed of said corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
17
<PAGE>
STATE OF KANSAS )
)
COUNTY OF JOHNSON )
BE IT REMEMBERED, that on this 21 day of July, 1998, before me,
the undersigned a Notary Public within and for the County and State aforesaid,
came James R. Hoyt, who is personally known to me to be the same person who
executed, as such officer, this instrument on behalf of said corporation, and
such person duly acknowledged the execution of the same to be the act and deed
of said corporation.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year last above written,
/s/ Candice S. Dennis
Notary Public
My Appointment Expires: CANDICE S. DENNIS
Notary Public - State of Kansas
12-22-99 My Appt. Expires 12-22-99
18
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SCHEDULE 1
1. Unreimbursed, but unbilled, postage incurred by SPECS for the
period up to Closing, such expense not to exceed $200. Postage
shall also include the expense of any delivery services, including
overnight carriers.
2. Unreimbursed, but unbilled, copying charges incurred by SPECS for
the period up to Closing, such expense not to exceed $200.
3. Fees for Investor Services, if any, performed by SPECS for periods
after August 1, 1998.
4. Unreimbursed, but unbilled, long distance telephone charges
incurred by SPECS for the period up to Closing, such expense not
to exceed $50.
5. Reasonable professional fees for third party attorneys hired by
the partnership.
6. Reasonable professional fees for third party auditors and
accountants hired by the partnership.
7. Fees to Property Tax Research, if any, for work done in reducing
property taxes for the partnership's properties.
19
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SCHEDULE 2
none
20
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