TRANSACTION AGREEMENT,



                           dated as of July 16, 2004,



                                      among



                       CAPRI CAPITAL LIMITED PARTNERSHIP,



                 CAPRI ACQUISITION, INC. and CAPRI HOLDINGS, LLC



                                       and



                                 CM INVESTOR LLC







{PAGE}









                                TABLE OF CONTENTS





                                                                            Page





ARTICLE I CERTAIN DEFINITIONS..................................................2

        SECTION 1.1     Certain Definitions....................................2



ARTICLE II TRANSACTIONS.......................................................10

        SECTION 2.1     Assignment of Existing Term Loan......................10

        SECTION 2.2     Initial Advance.......................................10

        SECTION 2.3      .....................................................10



ARTICLE III CLOSING CONDITIONS................................................11

        SECTION 3.1     Initial Advance Closing Conditions....................11

        SECTION 3.2     CCA Purchase Advance Closing Conditions...............14



ARTICLE IV REPRESENTATIONS AND WARRANTIES.....................................15

        SECTION 4.1     Representations and Warranties........................15



ARTICLE V COVENANTS...........................................................16

        SECTION 5.1     Covenants in Transaction Documents....................16



ARTICLE VI ANNUAL SUPPLEMENTAL FEE............................................16

        SECTION 6.1     Annual Supplemental Fee...............................16

        SECTION 6.2     Calculation, Time and Manner of Payment...............16

        SECTION 6.3     Deferral Option.......................................16

        SECTION 6.4     Amendment on Exercise of Purchase Option..............17

        SECTION 6.5     Calculation and Payment of Fees.......................17



ARTICLE VII PURCHASE OPTION...................................................17

        SECTION 7.1     Purchase Option.......................................17



ARTICLE VIII TERMINATION......................................................18

        SECTION 8.1     Termination...........................................18



ARTICLE IX TRANSACTION FEE....................................................18

        SECTION 9.1     Transaction Fee.......................................18



ARTICLE X MISCELLANEOUS.......................................................18

        SECTION 10.1    Amendment; Waiver.....................................18

        SECTION 10.2    Expenses..............................................19

        SECTION 10.3    Assignment; Parties in Interest.......................19

        SECTION 10.4    Further Assurances....................................19

        SECTION 10.5    Entire Agreement......................................19

        SECTION 10.6    Headings; References..................................20





                                       i

{PAGE}







        SECTION 10.7    Notices...............................................20

        SECTION 10.8    Consent to Jurisdiction...............................21

        SECTION 10.9    Waiver of Jury Trial..................................21

        SECTION 10.10   Governing Law.........................................21

        SECTION 10.11   Counterparts..........................................22





        SCHEDULES



        Schedule 3.1(e)                 Security Filings





        EXHIBITS



        Exhibit A                       Assignment of Existing Term Loan

        Exhibit B                       Allonge

        Exhibit C                       Option Agreement

        Exhibit D                       Release by Credit Enhancers

        Exhibit E                       Release by Term Loan Banks

        Exhibit F                       Amended and Restated Term Loan Agreement

        Exhibit G                       Affiliate Interest Security Agreement

        Exhibit H                       Assets Security Agreement

        Exhibit I                       Associates Security Agreement

        Exhibit J                       Stock and CRC Membership Interests

                                        Security Agreement

        Exhibit K                       Capri Holdings Security Agreement

        Exhibit L-1                     CCA Majority Interest Security Agreement

        Exhibit L-2                     CCA Minority Interest Security Agreement

        Exhibit L-3                     CCA Assets Security Agreement

        Exhibit M                       Finance Security Agreement

        Exhibit N                       CCM Security Agreement

        Exhibit O                       Partnership Interest Security Agreement

        Exhibit P                       Servicing Rights Security Agreement

        Exhibit Q                       Carter Amendment

        Exhibit R                       Fargo Amendment

        Exhibit S                       Primo Amendment

        Exhibit T                       Carter Guaranty

        Exhibit U                       Fargo Guaranty

        Exhibit V                       Primo Guaranty

        Exhibit W                       General Partner Guaranty

        Exhibit X                       CRC Guaranty







                                       ii

{PAGE}









                              TRANSACTION AGREEMENT







        THIS  TRANSACTION  AGREEMENT  (this  "Agreement") is made as of July 16,

2004, by and among (i) CAPRI CAPITAL  LIMITED  PARTNERSHIP,  a Delaware  limited

partnership  ("CCLP"),  CAPRI ACQUISITION,  INC., an Illinois corporation ("CAI"

and,  together  with CCLP,  the  "Borrowers"  and each a  "Borrower")  and CAPRI

HOLDINGS, LLC, an Illinois limited liability company ("Capri Holdings") and (ii)

CM Investor LLC, a Delaware corporation (the "Lender").



                                    RECITALS

                                    --------



        WHEREAS,  the Borrowers are party to that certain Credit Agreement dated

as of November 19, 1999 (as amended by the First Amendment to Existing Term Loan

Agreement  (as defined  below) and the Second  Amendment  to Existing  Term Loan

Agreement (as defined below),  the "Existing Term Loan  Agreement")  made by and

among the Borrowers, American National Bank and Trust Company of Chicago ("ANB")

and Comerica Bank, a Michigan banking corporation ("Comerica");



        WHEREAS,  Bank One, N.A.  ("Bank One" and,  together with Comerica,  the

"Existing  Term  Loan  Banks"  and each an  "Existing  Term  Loan  Bank") is the

successor-in-interest to ANB under the Existing Term Loan Agreement;



        WHEREAS, pursuant to the Existing Term Loan Agreement, the Existing Term

Loan Banks have made a term loan to the Borrowers in the  currently  outstanding

principal amount of $55,000,000 (the "Existing Term Loan");



        WHEREAS,  the Borrowers  are party to that certain  Amended and Restated

Credit Enhancement  Umbrella Agreement dated as of November 19, 1999 (as amended

by the First  Amendment to Credit  Enhancement  Agreement (as defined below) and

the Second  Amendment to Credit  Enhancement  Agreement  (as defined  below) the

"Credit Enhancement  Agreement") made by and among CAI, CCLP and Capri Holdings,

and the  Board of  Trustees  of the  General  Retirement  System  of the City of

Detroit  ("GRS")  and  the  Board  of  Trustees  of the  Policemen  and  Firemen

Retirement  System of the City of Detroit  ("PFRS" and,  together  with GRS, the

"Credit Enhancers" and each a "Credit Enhancer");



        WHEREAS,  pursuant  to the  Credit  Enhancement  Agreement,  the  Credit

Enhancers have provided to the Existing Term Loan Banks credit  enhancement  for

the obligations of the Borrowers in respect of the Existing Term Loan;



        WHEREAS,  the Borrowers desire that the Lender acquire the Existing Term

Loan from the Existing  Term Loan Banks and, in addition,  loan to the Borrowers

$29,000,000 to satisfy  obligations of the Borrowers to the Credit Enhancers and

for  other  purposes  set  forth  herein  (the  "Additional  Loan"),  with  such

additional loan being  consolidated  with the Existing Term Loan pursuant to the

Amended and Restated Term Loan Agreement (as defined in Section 1.1 below) (such

consolidated  loan,  the  "Loan")  and  the  Lender  is  willing  to  make  such

acquisition  and Loan on and  subject  to the  terms  and  conditions  set forth

herein;







{PAGE}







        WHEREAS, $17,000,000 of the Additional Loan (the "Initial Advance") will

be  advanced  on the  Closing  Date (as  hereafter  defined)  and the  remaining

$12,000,000 of the Additional Loan (the "CCA Purchase Advance") will be advanced

on the CCA  Purchasing  Closing Date (as hereafter  defined) to pay the purchase

price of the acquisition of the 49% interest in Capri Capital Advisers LLC (CCA)

owned by Capital Associates Group ("CAG").



        WHEREAS,  Capri Holdings is a  wholly-owned  subsidiary of CCLP and will

derive substantial  benefit from the making of the Consolidated Term Loan to the

Borrowers; and



        WHEREAS,  immediately prior to the closing of the Initial Advance on the

Closing  Date,  Daryl J. Carter  ("Carter"),  Quintin E. Primo III ("Primo") and

Brian C.  Fargo  ("Fargo"  and,  together  with  Carter  and  Primo,  the "Capri

Principals") will transfer their  partnership  interests in CCLP to Capri Realty

Capital,  LLC, a  Delaware  limited  liability  company  ("CRC"),  and amend the

partnership  agreement  of CCLP to reflect  such  transfer and to admit CRC as a

limited partner of CCLP with an 89% membership interest therein,  and to add the

Credit  Enhancement  Clawback Right (as hereafter  defined) to such  partnership

agreement.



        NOW, THEREFORE, in consideration of the premises, and for other good and

valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC