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Home My WebLink About01-1148 PARTIES D-btor name (last name first if individual) and mailing address: Debtor name (last name first if individual) and mailing address: Debtor name (last name first if individual) and mailing address: fa lb Secured Party(les) names(s) (last name first if individual) and address for sa~c,u, rity interest in[ormation: ;-~n J~,,n,ri,,, nA !4~ I Assignee(s) of Secored Party name(s) (last name first if i.dividuaO and addrees for security interest information: 2u Special Types of Parties (check if applicable): [~ The terms "Debtor" and "Secured Party" mean "Lessee" and "Lessor," respectively. [] The terms "Debtor" and "Secured Party" mean "Consignee" and "Consignor," respectively. [] Debtor is a Transmitting Utility. 3 SECURED PARTY SIGNATURE(S) This statement is filed with only the Secured Party's signature to perfect a security interest in cellateral (cheek applicable box(es))- a. [~ acquired after a change of uame, identity or corporate structure uf the Debtor. b. [] as to which the firing has lapsed c. already subject to a security interest in another county in Pennsylvania- ,]when the collateral was moved to this county. I~when the Debtor's residence or place of business was moved to this county. d. already subject to a security interest in another jurisdictioe- r~wben the collateral was moved to Pennsylvania []when the Debtor's location was moved to Pennsylvania. e. [] which is proceeds of the collateral described in block 9, ia which a security interest was previously perfected (also describe proceeds hr block 9, if purchased with cash proceeds and not adequately described on the original financing statement). Secured Party Signature{s) (required only if box(es) is checked above): STANDAROFORM FORMUCC-1 (7-89) Approved by Secretary of Commonwealth of Pennsylvania FINANCING STATEMENT Uniform Commercial Code Form UCC-1 IMPORTANT-Please read instructions on reverse side of page 4 before completing Filing No. (stamped by fgi,g officer): Date, Time. Filing Office (stamped by filing officer): This Financing Statement is presented for fihng pLJrsuant lc fl~:Uniform Commerma Code and is to be filed with the (check applicable box) ~ Secretary of the Commonwealth. ~ Prothonotary of , qrrt}-,~ I ~] ; County. [] real estate records of ~ounty. 6 Number of Additional Sheets (if any): 7 Optional Special Identification (Max. 10 cbaracters): 'y(-~;~ 7~' ~ ~// - ~, ~ 8 COLLATERAL Identify collateral by item and/or type: [] (check only if desired) Products of the collateral are also covered. 9 Identify related real estate, if applicable: The collateral is, or includes (check appropriate bo×(es))- a. [~ crops growing or to be grown on - b. r~ goods which are ar are to become fixtures en - c. ~ minerals or the hke lioctuding og and gas) as extracted on - d. r~ accounts resulting from the sale of minerals or the like {including oil and gas) at the wellhead or minebeag on - the following real estate: Street Address: Described at: Book of (check one) [] Deeds [] Mortgages, at Page(s) for County. Uniform Parcel rdentifier [] Described on Additional Sheet. Name of record owner (required only if no Debtor has an interest of record): f,-~-~TOR SIGNATURE(S) Debtor Signature(s): lb RETURN RECEIPT T LEXIS Document Services 1029 J Street Suite l O0 Sacramento, CA 95814 fO 11 (1) FILING OFFICE ORIGINAL 12 Regist r~, Inc. Exhibit A To UCC-1 Financing Statement between El Camino Resources, Ltd. as Debtor and GATX Technology Services Corporation as Secured Party ITEM 4: I. Description of Collateral. The Collateral shall consist of all of Debtor's right, title, and interest in, to and under the following, wherever located and whether now owned or hereafter owned or acquired in which Debtor now has or hereafter acquires any right or interest: 1. The Membership Interests; and 2. The Leases Assets. II. Defined Terms. Capitalized terms used herein, except as otherwise indicated, all agreements or instruments herein defined shall mean such agreements or instruments as from time to time assigned, modified, supplemented or amended in accordance with their respective terms. "Asset Purchase Agreement" means that certain Asset Purchase Agreement dated as of January 12, 2001, between Debtor, Secured Party, Parent Guarantor and the Securitization Company. "Assets" means the Leases, the Lease Assets and the Membership Interests. "Collections" means, in respect of any Lease, all cash collections and other cash and non-cash proceeds of such Lease, as applicable, including, without limitation, Security Deposits, lease payments, prepayments, penalties and any interest payments, interest penalties or interest charges, or late payment charges and the proceeds of enforcement or sale of any Lease and/or the related Lease Assets. "Debtor" means E1 Camino Resources, Ltd. "Effective Date" means January 1,2001. "Equipment" means the equipment, software or other property covered by a particular Lease, together with any and all attachments, accessories, accessions, additions, improvements, replacements and substitutions incorporated or installed on any item thereof which are the property of Debtor and all residual interest in the Equipment. 602993 v6/SF cx9t06!.DOC 1 "Final Schedule ,4" means the Final Schedule A attached to the Asset Purchase Agreement. "Final Schedule B' means the Final Schedule B attached to the Asset Purchase Agreement. "Final Schedule C" means the Final Schedule C attached to the Asset Purchase Agreement. "Insurance Policy" means, with respect to each Lease, any insurance policy benefiting the owner of the Lease providing loss, physical damage, theft, credit, disability, breakdown, liability or similar coverage with respect to the Leased Equipment. "Lease Agreement" means the definitive and collective documentation containing the terms and conditions of any Lease. "Lease Assets" has the following meaning: the Leases owned by the Debtor (the "Debtor's Leases") and all the rights, benefits and obligations arising from or in connection with any of the Debtor's Leases, including, without limitation, (i) title to and ownership of the related Equipment, including all Residual Interest in such Equipment, (ii) all of such Debtor's right, title and interest in and to the Debtor's Leases, including, without limitation, rights to payments in respect of capitalized up-front taxes, late charges, excess wear and tear charges, fees, and other Debtor's Lease related charges, (iii) all accounts receivable, notes receivables and other receivables with respect to the Debtor's Leases attributable to periods from and after the Effective Date, (iv) all of the Debtor's Collections or payments payable on or with respect to the Debtor's Leases for periods from and after the Effective Date, (v) all of the Debtor's rights of recourse against any cosigner or under any guaranty with respect to the Debtor's Leases, (vi) all documents contained in the Lease Files relating to the Debtor's Leases, (vii) the right to Security Deposits (if any), escrow deposits or other funds, property or collateral held either by the Debtor, Parent Guarantor, or the Nonrecourse Lenders in corw~ection with the Debtor's Leases or the Debtor's Leased Equipment, (viii) all rights under any Insurance Policy relating to the Equipment or any of the Debtor's Leases, (ix) any commitments to extend, renew or remarket existing Debtor's Leases or sell related Equipment thereto made by the Debtor on or after the Effective Date which are made in the Ordinary Course of Business, and (x) all proceeds in any way derived from any of the foregoing items. The items in clauses (2)(i) through (x) and the Leases owned by the Securitization Company (the "Securitization Company's Leases") and all the rights, benefits and obligations arising from or in connection with any of the Securitization Company's Leases, including without limitation the categories of items in clauses (2)(i) through (x) with the substitution of all references to "the Debtor" with "the Securitization Company" are collectively referred to herein as the "Lease Assets". "Lease Documents" means, with respect to each Lease, the Lease Agreement, the original title document relating to the Equipment, documents relating to vendor recourse and other documents included in the Lease File. "Lease File" means, as to each Lease and as available at the principal office of the Debtor, Parent Guarantor or the Securitization Company, (i) the fully executed original of the 602993 v6/SF cx9t06!.DOC 2 Lease Agreement of the Single Investor Leases and copies of the other Lease Agreements (together with any agreements modifying the Lease Agreement, including, without limitation, any extension agreement), (ii) the original title document for the related Leased Equipment, (iii) documents evidencing or relating to any Insurance Policy, (iv) documents evidencing any vendor recourse, (v) the original credit application of each Lessee, fully executed on the customary form used by the Debtor for such applications, correspondence and internal credit write-ups of the Debtor (vi) all documentation evidencing any guarantees, cash or other collateral, letters of credit, certificate of deposit, credit insurance policies or other security, or right to recourse against any other third party with respect to the Lease Assets, (vii) certificates of acceptance, (viii) financing statements, (ix) warranties relating to the Lease Assets, (x) documents relating to third party rights, residual sharing agreements, residual guarantees, insurance agreements, servicing and remarketing agreements, deferred fee arrangements, purchase options, early buyout options or termination options and (xi) all other documents, instruments and agreements with respect to the transactions contemplated by the Leases, including without limitation all waivers and consents with respect thereto, all as delivered to GATX. "Lease Documents" means, with respect to each Lease, the Lease Agreement, the original title document relating to the Equipment, documents relating to vendor recourse and other documems included in the Lease File. "Lease File" means, as to each Lease and as available at the principal office of Debtor, Parent Guarantor or the Securitization Company, (i)the fully executed original of the Lease Agreement of the Single Investor Leases and copies of the other Lease Agreements (together with any agreements modifying the Lease Agreement, including, without limitation, any extension agreement), (ii)the original title document for the related Leased Equipment, (iii) documents evidencing or relating to any Insurance Policy, (iv) documents evidencing any vendor recourse, (v)the original credit application of each Lessee, fully executed on the customary form used by Debtor for such applications, correspondence and internal credit write- ups of Debtor (vi) all documentation evidencing any guarantees, cash or other collateral, letters of credit, certificate of deposit, credit insurance policies or other security, or right to recourse against any other third party with respect to the Assets, (vii)certificates of acceptance, (viii) financing statements, (ix) warranties relating to the Assets, (x) documents relating to third party rights, residual sharing agreements, residual guarantees, insurance agreements, servicing and remarketing agreements, deferred fee arrangements, purchase options, early buyout options or termination options and (xi) all other documents, instruments and agreements with respect to the transactions contemplated by the Leases, including without limitation all waivers and consents with respect thereto, all as delivered to Secured Party. "Leased Equipment" with respect to each Lease means the Equipment which is leased to a Lessee pursuant to such Lease. "Leases" means each arrangement for the leasing of equipment (and any and all schedules, subschedules, supplements and amendments thereto and modifications thereof), including the Warehouse Leases, and as listed on Final Schedule A, Final Schedule B, Final Schedule C and Unscheduled Leases; provided that if a lease arrangement is reflected in a lease schedule under a "master lease agreement," such master lease agreement shall be a "Lease" 602993 v6/SF cx9t06!.DOC 3 hereunder solely to the extent that it relates to such lease schedule or supplement for any item of Equipment. "Lessee" means each Person who is a lessee as defined in the Lease Documents and is obligated under a Lease. "Membership Interests" means 100% of all of the outstanding membership interests of the Securitization Company. "Nonrecourse Debt" means debt that is incurred by a Person for the stated purpose of purchasing or financing a Lease or an item of Equipment the repayment of which shall be satisfied only by recourse to such Lease or Equipment, and not in whole or in part by recourse against such Person personally or against any of such Person's other assets except in the case of a breach by such Person of any representation or warranty customarily given by an equipment lessor to a nonrecourse lender. "Nonrecourse Lenders" means collectively, each of Citicorp North America, Inc., Key Corporate Capital, Inc., Fleet Business Credit Corporation and such other lenders as set forth on Schedule One hereto, and their respective successors and assigns. "Ordinary Course of Business" means an action taken by or on behalf of Debtor, Parent Guarantor or the Securitization Company if such action is: (a) recurring in nature, is consistent with their respective past practices and is taken in the ordinary course of the normal day-to-day operations; (b) taken in accordance with sound and prudent business practices; (c) not required to be authorized by the shareholders of Debtor or Parent Guarantor or the equity investors of the Securitization Company, the board of directors of Debtor, Parent Guarantor or the Securitization Company and does not require any other separate or special authorization of any nature; and (d) similar in nature and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal day-to-day operations of Persons that are engaged in businesses similar to the business of Debtor, Parent Guarantor or the Securitization Company, as applicable. "Parent Guarantor" means El Camino Resources International, Inc., a California corporation. "Person" means any legal person, including any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. "Residual Interests" means the unencumbered value of the Equipment at the end of the lease term of the relevant Lease. 602993 v6/SF cx9t06!.DOC 4 "Secured Party" means GATX Technology Services Corporation. "Securitization Company" means El Camino Equipment Lease Securitization 1999-A, LLC, a Delaware limited liability company. "Security Deposit" means, with respect to any Lease, the refundable security deposit (if any), specified in such Lease or advance rental paid by Lessee under its respective Lease. "Single-lnvestor Lease" means each Lease between a lessor and a lessee not subject to Nonrecourse Debt. "UCC" or "Uniform Commercial Code" means the Uniform Commercial Code as the same may from time to time be in effect in the State of California (and each reference in this Agreement to an Article thereof (denoted as a Division of the UCC as adopted and in effect in the State of California) shall refer to that Article (or Division, as applicable) as from time to time in effect, which in the case of Article 9 shall include and refer to Revised Article 9 from and after the date Revised Article 9 shall become effective in the State of California); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Secured Party's security interest in any collateral or Assets is governed by the Uniform Commemial Code as in effect in a jurisdiction other than the State of California, the term "UCC" shall mean the Uniform Commemial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority. "Unscheduled Leases" means each arrangement for the lease of equipment identified as such on the books and records of Debtor as to which the lessee thereunder is designated in Debtor's books and records pertaining to such arrangement to be located in the United States of America, whether or not such arrangement is documented in whole or in part (and any and all schedules, subschedules, supplements and amendments thereto and modifications thereof), which is not listed on Final Schedule A, Final Schedule B and Final Schedule C. "Warehouse Leases" means Leases not subject to Nonrecourse Debt. 602993 v6/SF cx9t06!.DOC 5 Schedule One To Exhibit A to UCC-1 Financing Statement between El Camino Resources, Ltd. as Debtor and GATX Technology Services, Corporation as Secured Party Nonrecourse Lenders ADP Leasing Albany Bank & Trust Co., N. A. Allfirst Leasing Corporation ~lliance Capital Resources, Inc. American Enterprise Bank Associates Commercial Corporation BancOne Leasing Corporation Bank of America Vendor Finance Bank One Securitization Bank One Securitization - Substitution Ba~ington Bank & Trust Chase Equipment Leasing, Inc. Citicorp Global Equipment Finance CIT Group, The Colonial Pacific Leasing CoreStates Bank NA CoreStates Bank NA CoreStates Bank NA CoVest, FBS Demsche Bank/DB Ireland PLC Emigrant Credit Corporation Emigrant Credit Corporation European American Bank European American Bank 602993 v6/SF cx9t06!.DOC 6 602993 v6/SF Cx9t06!.DOC European American Bank F.B.S. Business Finance Corporation Financial Corporation of Illinois, The Financial Corporation of Illinois, The First Bank of Highland Park First Bank of Highland Park Fleet Business Credit Corporation Goldman Sachs Credit Partners Heller Financial Leasing, Inc. Highland Community Bank Hitachi Credit America Corp. Hitachi Credit Canada, Inc. Hitachi Credit America, Ltd Hyde Park Bank IBJS Commercial Corporation IBJS Commercial Corporation Infomaation Leasing Corp JLA Credit Corporation JLA Credit Corporation JLA Credit Corporation Key Corp Capital, Inc. 'Key Corp Capital, Inc. LaSalle Bank National Association Linc Capital Linc Capital Linc Capital Bank of Lincolnwood Bank of Lincolnwood Lyon Credit Corporation Lyon Credit Corporation Manufacturers Bank Mellon US Leasing Metlife Capital Corporation MicroTech Leasing Corp. MicroTech Leasing Corp. Milestone Capital Corporation NationsBanc Leasing Corporation 7 NationsBanc Leasing Corporation NationsBanc Leasing Corporation Newcourt Financial Ltd Newcourt Financial USA, Inc. Newcourt Financial USA, Inc. Newcourt Financial USA, Inc. Norlease, Inc. Orix Credit Alliance, Inc. Orix Credit Alliance, Inc. Park National Bank Provident Leasing Corp., Inc. Pullman Bank & Trust Company Republic National Bank of New York S&S Financial Corporation Sanwa Business Credit Corporation Sanwa Business Credit Corporation Summit Bank Summit Leasing, Inc. The Terminal Company Of U.S. Bancorp Leasing & Financial U.S. Bancorp Leasing & Financial Wells Fargo Windows Sources Zions Credit Corporation 602993 v6/SF cx9t06!.DOC