Fidelity Leasing Inc Sample Contracts

Fidelity Leasing Inc – RECEIVABLES PURCHASE AGREEMENT (September 16th, 1999)

AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of March 25, 1999 (the "Amendment"), is entered into by and among FIDELITY LEASING SPC I, INC., as Seller, FIDELITY LEASING, INC., as Sevicer, certain Investors, VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Purchaser, FIRST UNION CAPITAL MARKETS CORP. (formerly known as First Union Capital Markets, a division of Wheat First Securities, Inc.), as Deal Agent, FIRST UNION NATIONAL BANK ("First Union"), as Liquidity Agent and HARRIS TRUST AND SAVINGS BANK, as the Collateral Custodian and the Backup Servicer. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below). WHEREAS, the parties hereto enter into that certain Receivables Purchase Agreement, dated as of June 24, 1998 (the "Agreement"); and WHEREAS, the parties hereto desi

Fidelity Leasing Inc – RECEIVABLES PURCHASE AGREEMENT (September 16th, 1999)

AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 30, 1999 (this "Amendment"), is entered into by and among SW LEASING PORTFOLIO IV, INC., as Seller, FIDELITY LEASING, INC., as Servicer, certain Investors, VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Purchaser, FIRST UNION CAPITAL MARKETS CORP., as Deal Agent, FIRST UNION NATIONAL BANK ("First Union"), as Liquidity Agent and HARRIS TRUST AND SAVINGS BANK, as the Collateral Custodian and the Backup Servicer. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below). WHEREAS, the parties hereto entered into that certain Receivables Purchase Agreement, dated as of December 18, 1997 (the "Agreement"); and WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein; NOW THER

Fidelity Leasing Inc – RECEIVABLES PURCHASE AGREEMENT (September 16th, 1999)

THIRD AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT AMENDMENT NO. 3 (the "Amendment"), dated as of July 14, 1999, to the Receivables Purchase Agreement, dated as of June 24, 1998, and as amended, among FIDELITY LEASING SPC I, INC., (the "Seller"), FIDELITY LEASING, INC. (the "Servicer"), the Investor named herein, VARIABLE FUNDING CAPITAL CORPORATION, FIRST UNION CAPITAL MARKETS CORP. f/k/a FIRST UNION CAPITAL MARKETS, a division of WHEAT FIRST SECURITIES, INC. (the "Deal Agent"), FIRST UNION NATIONAL BANK (the "Liquidity Agent"), HARRIS TRUST AND SAVINGS BANK (the "Collateral Custodian" and "Backup Servicer") (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"). Capitalized terms used and not defined herein shall have the same meanings as defined in the Receivables Purchase Agreement. RECITALS The parties listed on the signature pages her

Fidelity Leasing Inc – RECEIVABLES PURCHASE AGREEMENT (September 16th, 1999)

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 30, 1999 (this "Amendment"), is entered into by and among FIDELITY LEASING SPC I, INC., as Seller, FIDELITY LEASING, INC., as Servicer, certain Investors, VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Purchaser, FIRST UNION CAPITAL MARKETS CORP. (formerly known as First Union Capital Markets, a division of Wheat First Securities, Inc.), as Deal Agent, FIRST UNION NATIONAL BANK ("First Union"), as Liquidity Agent and HARRIS TRUST AND SAVINGS BANK, as the Collateral Custodian and the Backup Servicer. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below). WHEREAS, the parties hereto entered into that certain Receivables Purchase Agreement, dated as of June 24, 1998 (the "Agreement"); and WHEREAS, the parties hereto d

Fidelity Leasing Inc – SECURED SUBORDINATED LOAN AGREEMENT (September 16th, 1999)

----------------------------- | KILPATRICK STOCKTON LLP | | EXECUTION | ----------------------------- ================================================================================ SECURED SUBORDINATED LOAN AGREEMENT Dated as of July 14, 1999 Among FIDELITY LEASING SPC IV, INC. as the Borrower FIDELITY LEASING, INC. as the Servicer and FIRST UNION NATIONAL BANK as the Lender ================================================================================

Fidelity Leasing Inc – ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION (September 16th, 1999)

Microfilm Number Filed with the Department of State on ------------ ------------------- Entity Number ------------ ---------------------------------------------------------- Secretary of the Commonwealth ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION In compliance with the requirements of 54 Pa.C.S. ss. 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby state(s) that: 1. The name of the corporation is: Fidelity Leasing, Inc. -------------------------------------------- --------------------------------------------------------------------------- 2. The (a) address of this corporation's cu

Fidelity Leasing Inc – SECURED SUBORDINATED LOAN AGREEMENT (September 16th, 1999)

----------------------------------- KILPATRICK STOCKTON LLP EXECUTION ----------------------------------- ================================================================================ SECURED SUBORDINATED LOAN AGREEMENT Dated as of July 14, 1999 Among FIDELITY LEASING SPC I, INC. as the Borrower --------------- FIDELITY LEASING, INC. as the Servicer --------------- and FIRST UNION NATIONAL BANK a

Fidelity Leasing Inc – 1999 KEY EMPLOYEE STOCK OPTION PLAN (September 16th, 1999)

FIDELITY LEASING, INC. 1999 KEY EMPLOYEE STOCK OPTION PLAN This is the 1999 Key Employee Stock Option Plan of Fidelity Leasing, Inc., effective as of _____________ ___, 1999. Section 1. Definitions. As used in the Plan the following terms shall have the following assigned meanings: (a) Board of Directors. Board of Directors shall mean the Board of Directors of the Company. (b) Code. Code shall mean the Internal Revenue Code of 1986, as amended. (c) Company. Company shall mean Fidelity Leasing, Inc., its successors and assigns and any corporation which (i) substitutes a new Option or Stock Appreciation Right for an old Option or Stock Appreciation Right granted under the Plan; (ii) assumes an Option or Stock Appreciation Right under the Plan; or (iii) becomes a parent or subsidiary of the Company by reason of a corporate merger, consolidation, acquisition of property or stock, separ

Fidelity Leasing Inc – SALE AND SERVICING AGREEMENT (September 16th, 1999)

================================================================================ JLA CREDIT CORPORATION, as Seller and as Servicer, and JLA FUNDING CORPORATION II, as Purchaser SALE AND SERVICING AGREEMENT Dated as of August 15, 1997 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I. DEFINITIONS SECTION 1.01 Definitions ......................................... 1 ARTICLE II. PURCHA

Fidelity Leasing Inc – RECEIVABLES FUNDING AGREEMENT (September 16th, 1999)

--------------------------------- | KILPATRICK STOCKTON LLP | | EXECUTION | --------------------------------- ================================================================================ RECEIVABLES FUNDING AGREEMENT Dated as of July 14, 1999 Among FIDELITY LEASING SPC IV, INC. as the Borrower FIDELITY LEASING, INC. as the Servicer and the Originator the LIQUIDITY LENDERS named herein VARIABLE FUNDING CAPITAL CORPORATION as a CP Lender

Fidelity Leasing Inc – PURCHASE AND SALE AGREEMENT (September 16th, 1999)

----------------------- KILPATRICK STOCKTON LLP EXECUTION ----------------------- ================================================================================ PURCHASE AND SALE AGREEMENT Dated as of July 14, 1999 Between FIDELITY LEASING SPC IV, INC., as Buyer -------- and FIDELITY LEASING, INC. as Seller --------- ================================================================================

Fidelity Leasing Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (July 2nd, 1999)

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT FIDELITY LEASING, INC. AND FIRST UNION NATIONAL BANK SEPTEMBER 30, 1998 TABLE OF CONTENTS PAGE ---- SECTION 1. DEFINITIONS AND INTERPRETATION........................................................................2 1.1 Terms Defined...............................................................................2 1.2 Accounting Principles.........................................................

Fidelity Leasing Inc – AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (July 2nd, 1999)

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement ("Amendment No. 1") is made as of December 31, 1998 by and between Fidelity Leasing, Inc., a Pennsylvania corporation ("Purchaser"), and Japan Leasing (U.S.A.), Inc., a Delaware corporation ("Seller"), in connection with that certain Stock Purchase Agreement, dated as of December 15, 1998, by and between Purchaser and Seller (the "Stock Purchase Agreement"). RECITALS WHEREAS, Purchaser, Seller and, for the limited purposes set forth on the signature page of the Stock Purchase Agreement, Resource America, Inc., a Delaware corporation, constitute all of the parties to the Stock Purchase Agreement; and WHEREAS, Section 11.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement can be amended, supplemented or modified only by a written instrument signed by each of the parties thereto making specific r

Fidelity Leasing Inc – RECEIVABLES PURCHASE AGREEMENT (July 2nd, 1999)

EXECUTION COPY ================================================================================ U.S. $100,000,000 RECEIVABLES PURCHASE AGREEMENT Dated as of June 24, 1998 Among FIDELITY LEASING SPC I, INC. as the Seller ------------- FIDELITY LEASING, INC. as the Servicer --------------- the INVESTORS named herein ------------ VARIABLE FUNDING CAPITAL CORPORATION as a Purchaser -------------- F

Fidelity Leasing Inc – 1996-2 KEY EMPLOYEE STOCK OPTION PLAN (July 2nd, 1999)

FIDELITY LEASING, INC. 1996-2 KEY EMPLOYEE STOCK OPTION PLAN This is the 1996-2 Key Employee Stock Option Plan of Fidelity Leasing, Inc., effective as of March 7, 1996. Section 1. Definitions. As used in the Plan the following terms shall have the following assigned meanings. (a) Board of Directors. Board of Directors shall mean the Board of Directors of the Company. (b) Code. Code shall mean the Internal Revenue Code of 1986, as amended. (c) Company. Company shall mean Fidelity Leasing, Inc., its successors and assigns and any corporation which (i) substitutes a new Option or Stock Appreciation Right for an old Option or Stock Appreciation Right granted under the Plan (ii) assumes an Option or Stock Appreciation Right under the Plan or (iii) becomes a parent or subsidiary of the Company by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or

Fidelity Leasing Inc – AND RESTATED LOAN AND SECURITY AGREEMENT (July 2nd, 1999)

JOINDER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ---------------------------------------- This Joinder and Amendment to Loan and Security Agreement ("Amendment") is made as of the 26th day of March, 1999 by and among First Union National Bank, a national banking Association in its capacity as agent ("Agent") and as Lender, and the financial institutions listed on Schedule A attached hereto and made part hereof, in their capacity as lenders (singly, each as a "Lender" and collectively, all are "Lenders") and Fidelity Leasing, Inc. ("Existing Borrower"), JLA Credit Corporation, ("JLA" or "Joining Borrower"and collectively with Existing Borrower, "Borrowers"), Resource America, Inc., Resource Leasing, Inc., FL Partnership Management, Inc. and FL Financial Services, Inc. (singly, each is a "Guarantor"and collectively, all are "Guarantors"). BACKGROUND

Fidelity Leasing Inc – GUARANTEE (July 2nd, 1999)

GUARANTEE (FIDELITY LEASING, INC.) This Guarantee, dated as of February 4, 1999, is made FIDELITY LEASING, INC., a Pennsylvania corporation (the "Guarantor"), in favor of FIRST UNION CAPITAL MARKETS CORP., a North Carolina corporation, as Deal Agent (in such capacity, the "Agent") for VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation, as Lender (together with any additional Lenders, the "Lenders"), parties to the Receivables Credit Agreement referred to below. RECITALS A. WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as of February 4, 1999, by and among Fidelity Leasing SPE III, LLC, as the Buyer (the "Buyer"), the Guarantor, as the Servicer, and JLA Credit Corporation, as the Originator (the "Originator"), the Buyer agreed to purchase from the Originator, and the Originator agreed to sell to the Buyer, certain

Fidelity Leasing Inc – AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (July 2nd, 1999)

AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT This Amendment No. 2 to Stock Purchase Agreement ("Amendment No. 2") is made as of January 12, 1999 by and between Fidelity Leasing, Inc., a Pennsylvania corporation ("Purchaser"), and Japan Leasing (U.S.A.), Inc., a Delaware corporation ("Seller"), in connection with that certain Stock Purchase Agreement, dated as of December 15, 1998, by and between Purchaser and Seller (the "Stock Purchase Agreement"). RECITALS WHEREAS, Purchaser, Seller and, for the limited purposes set forth on the signature page of the Stock Purchase Agreement, Resource America, Inc., a Delaware corporation, constitute all of the parties to the Stock Purchase Agreement; and WHEREAS, Section 11.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement can be amended, supplemented or modified only by a written instrument signed by each of the parties thereto making specific refe

Fidelity Leasing Inc – 1996-1 KEY EMPLOYEE STOCK OPTION PLAN (July 2nd, 1999)

GRANT OF INCENTIVE STOCK OPTION PURSUANT TO FIDELITY LEASING, INC. 1996-1 KEY EMPLOYEE STOCK OPTION PLAN THIS AGREEMENT, made as of this 5th day of March, 1996, ("Date of Grant") by and between ABRAHAM BERNSTEIN, Grantee and FIDELITY LEASING, Inc. (together with its successors or assigns hereinafter referred to as the "Company"). WHEREAS, the Board of Directors of Fidelity Leasing, Inc. (the "Board") previously adopted, with subsequent stockholder approval, the Fidelity Leasing, Inc. 1996-1 Key Employee Stock Option Plan (the "Plan"); WHEREAS, the Plan provides for the granting of incentive stock options by a committee to be appointed by the Board (the "Committee") to eligible employees of the Company to purchase, or to exercise certain rights with respect to, shares of the Class A Common Stock of the Company, par value $.01 per share (the "Stock"), in acco

Fidelity Leasing Inc – STOCK PLEDGE AGREEMENT (July 2nd, 1999)

STOCK PLEDGE AGREEMENT This Stock Pledge Agreement ("Pledge Agreement") is made by Fidelity Leasing, Inc. ("Pledgor") and delivered to First Union National Bank, as Agent for the ratable benefit of Lenders (in such capacity, "Pledgee") and is given and is intended to provide additional security for all indebtedness, obligations and liabilities of Pledgor to Agent and the Lenders ("Obligations") under a certain Amended and Restated Loan and Security Agreement dated September 30, 1998 by and among Pledgor and Pledgee and the other parties named therein (as the same may be amended or modified from time to time, most recently by amendment even date herewith, the "Loan Agreement"). Pledgor, intending to be legally bound hereby, and for other good and sufficient consideration, the receipt of which is hereby acknowledged, does hereby assign, pledge, hypothecate, deliver and set over to Pledgee, its successors and assigns, the property des

Fidelity Leasing Inc – AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT (July 2nd, 1999)

AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT This Amendment No. 3 to Stock Purchase Agreement ("Amendment No. 3") is made as of February 2, 1999 by and between Fidelity Leasing, Inc., a Pennsylvania corporation ("Purchaser"), and Japan Leasing (U.S.A.), Inc., a Delaware corporation ("Seller"), in connection with that certain Stock Purchase Agreement, dated as of December 15, 1998, by and between Purchaser and Seller (the "Stock Purchase Agreement"). RECITALS WHEREAS, Purchaser, Seller and, for the limited purposes set forth on the signature page of the Stock Purchase Agreement, Resource America, Inc., a Delaware corporation, constitute all of the parties to the Stock Purchase Agreement; and WHEREAS, Section 11.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement can be amended, supplemented or modified only by a written instrument signed by each of the parties thereto making specific refe

Fidelity Leasing Inc – REGISTRATION RIGHTS AGREEMENT (July 2nd, 1999)

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated March 5, 1996 (this "Agreement"), is entered into by and between FIDELITY LEASING, INC., a Pennsylvania corporation (the "Company"), a subsidiary of Resource Leasing, Inc. ("RLI") and ABRAHAM BERNSTEIN, an individual resident of Philadelphia, PA ("Bernstein"). WHEREAS, RLI and Bernstein entered into a Contribution Agreement dated March 5, 1996 which provided for this Agreement to be entered into upon the occurrence of certain events. NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: 1. Definitions. For purposes of this Agreement: (a) The term "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as

Fidelity Leasing Inc – 1996-2 KEY EMPLOYEE STOCK OPTION PLAN (July 2nd, 1999)

GRANT OF INCENTIVE STOCK OPTION PURSUANT TO FIDELITY LEASING, INC. 1996-2 KEY EMPLOYEE STOCK OPTION PLAN THIS AGREEMENT, made as of this 9th day of May, 1996, ("Date of Grant") by and between CRIT DeMENT, Grantee and FIDELITY LEASING, INC. (together with its successors or assigns hereinafter referred to as the "Company"). WHEREAS, the Board of Directors of Fidelity Leasing, Inc. (the "Board") previously adopted, with subsequent stockholder approval, the Fidelity Leasing, Inc. 1996-2 Key Employee Stock Option Plan (the "Plan"); WHEREAS, the Plan provides for the granting of incentive stock options by a committee to be appointed by the Board (the "Committee") to eligible employees of the Company to purchase, or to exercise certain rights with respect to, shares of the Class A Common Stock of the Company, par value $.01 per share (the "Stock"), in accordance

Fidelity Leasing Inc – PURCHASE AND SALE AGREEMENT (July 2nd, 1999)

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT among FIDELITY LEASING, INC., JLA CREDIT CORPORATION and FIDELITY LEASING SPC II, INC. February 5, 1999 TABLE OF CONTENTS Page ---- ARTICLE I GENERAL Section 1.1 Certain Defined Terms. 1 Section 1.2 Other Definitional Provisions. 2 ARTICLE II SALE AND CONVEYANCE Sec

Fidelity Leasing Inc – FIDELITY EQUIPMENT LEASE TRUST 1999-1 (July 2nd, 1999)

================================================================================ FIDELITY EQUIPMENT LEASE TRUST 1999-1 as Issuer, and HARRIS TRUST AND SAVINGS BANK, not in its individual capacity but solely in its capacity as Indenture Trustee ----------------------------------- INDENTURE Dated as of June 2, 1999 ----------------------------------- $56,955,084 Receivable-Backed Notes, Class A-1 $27,949,428 Receivable-Backed Notes, Class A-2 $20,880,822 Receivable-Backed Notes, Class A-3 $33,961,804 Receivable-Backed Notes, Class A-4 $9,749,800 Receivable-Backed Notes, Class B $4,874,900 Recei

Fidelity Leasing Inc – RECEIVABLES CREDIT AGREEMENT (July 2nd, 1999)

================================================================================ U.S. $150,000,000. RECEIVABLES CREDIT AGREEMENT Dated as of February 4, 1999 Among FIDELITY LEASING SPE III, LLC as the Borrower FIDELITY LEASING, INC. as the Servicer the INVESTORS named herein VARIABLE FUNDING CAPITAL CORPORATION as a Lender FIRST UNION CAPITAL MARKETS CORP. as the Deal Agent FIRST UNION NATIONAL BANK as the Liquidity Agent and

Fidelity Leasing Inc – ADDENDUM TO LEASE AGREEMENT (July 2nd, 1999)

ADDENDUM TO LEASE AGREEMENT Addendum to Lease Agreement ("Addendum") made and entered into as of the 1st day of October, 1998, by and between Bryn Mawr Mall Associates, a Pennsylvania limited partnership ("Landlord") and Fidelity Leasing, Inc. ("Tenant"). Basis of Addendum A. Landlord and tenant have entered into a Lease Agreement (the "Lease") dated even date herewith. B. Landlord and tenant desire to amend the Lease upon the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, agree as follows: 1. Paragraph 1C - Paragraph 1C is hereby supplemented by the addition of the following: "Tenant may, at tenant's election

Fidelity Leasing Inc – AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT (July 2nd, 1999)

AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT This Amendment No. 4 to the Stock Purchase Agreement ("Amendment No. 4") is made as of February 3, 1999 by and between Fidelity Leasing, Inc., a Pennsylvania corporation ("Purchaser"), and Japan Leasing (U.S.A.), Inc., a Delaware corporation ("Seller"), in connection with that certain Stock Purchase Agreement, dated as of December 15, 1998, by and between Purchaser and Seller (as previously amended, the "Stock Purchase Agreement"). RECITALS WHEREAS, Purchaser, Seller and, for the limited purposes set forth on the signature page of the Stock Purchase Agreement, Resource America, Inc., a Delaware corporation, constitute all of the parties to the Stock Purchase Agreement; and WHEREAS, Section 11.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement can be amended, supplemented or modified only by a written in

Fidelity Leasing Inc – AMENDMENT TO CONTRIBUTION AGREEMENT (July 2nd, 1999)

AMENDMENT TO CONTRIBUTION AGREEMENT THIS AMENDMENT TO CONTRIBUTION AGREEMENT ("Amendment") is made this 30th day of June, 1999 by and among RESOURCE LEASING, INC. ("RLI"), a Delaware corporation, ABRAHAM BERNSTEIN ("Bernstein") and, as provided hereinbelow, FIDELITY LEASING, INC. ("Newco"), a Pennsylvania corporation. WHEREAS, RLI and Bernstein entered into a Contribution Agreement ("Contribution Agreement") on March 5, 1996, and desire to make certain amendments to such agreement; and WHEREAS, Newco, having been formed pursuant to, and subsequent to the date of execution of, the Contribution Agreement, is to be added, by this Amendment, as a party to the Contribution Agreement and this Amendment; NOW, THEREFORE, each of the signatories hereto, intending to be legally bound by and to the Contribution Agreement and this Amendment, hereby and in exchange for consideration mutually given, agree as follows: 1. Th

Fidelity Leasing Inc – 1996-1 KEY EMPLOYEE STOCK OPTION PLAN (July 2nd, 1999)

FIDELITY LEASING, INC. 1996-1 KEY EMPLOYEE STOCK OPTION PLAN This is the 1996-1 Key Employee Stock Option Plan of Fidelity Leasing, Inc., effective as of March 5, 1996. Section 1. Definitions. As used in the Plan the following terms shall have the following assigned meanings. (a) Board of Directors. Board of Directors shall mean the Board of Directors of the Company. (b) Code. Code shall mean the Internal Revenue Code of 1986, as amended. (c) Company. Company shall mean Fidelity Leasing, Inc., its successors and assigns and any corporation which (i) substitutes a new Option or Stock Appreciation Right for an old Option or Stock Appreciation Right granted under the Plan (ii) assumes an Option or Stock Appreciation Right under the Plan or (iii) becomes a parent or subsidiary of the Company by reason of a corporate merger, consolidation, acquisition of property or stock, separation, r

Fidelity Leasing Inc – EMPLOYMENT AGREEMENT (July 2nd, 1999)

EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the 5th day of March, 1996 by and between FIDELITY LEASING, INC., a Pennsylvania corporation (the "Company") and ABRAHAM BERNSTEIN (the "Executive"). WHEREAS, Executive has been offered employment by the Company as Chairman, President and Chief Executive Officer (the "Office") and WHEREAS, Executive wishes to be employed in the Office by the Company; and WHEREAS, the Company desires to assure itself of the availability of Executive's services in the Office; NOW, THEREFORE, in consideration of the mutual promises set forth herein, the adequacy of which is hereby acknowledged, the Company and Executive agree as follows: 1. Employment. The Company hereby employs Executive in the Office and Executive hereby accepts such employment, positions and responsibilities, and agrees to serve the Company

Fidelity Leasing Inc – EMPLOYMENT AGREEMENT (July 2nd, 1999)

EXHIBIT 10.36 June 30, 1999 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the 30th day of June, 1999 by and between FIDELITY LEASING, INC., a Pennsylvania corporation (the "Company") and CRIT DEMENT (the "Executive"). WHEREAS, Company is in the business of leasing equipment to the small business market ("Company Business"); and WHEREAS, Company desires to have the benefit of Executive's knowledge and experience in the affairs of Company; and WHEREAS, Executive desires to be employed by Company upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual promises set forth herein, the adequacy of which is hereby acknowledged, the Company and Executive agree as follows: 1. Employment. The Compan

Fidelity Leasing Inc – 1996-2 KEY EMPLOYEE STOCK OPTION PLAN (July 2nd, 1999)

GRANT OF INCENTIVE STOCK OPTION PURSUANT TO FIDELITY LEASING, INC. 1996-2 KEY EMPLOYEE STOCK OPTION PLAN THIS AGREEMENT, made as of this 8th day of October, 1998, ("Date of Grant") by and between Joseph T. Ellis, Jr., Grantee and FIDELITY LEASING, INC. (together with its successors or assigns hereinafter referred to as the "Company"). WHEREAS, the Board of Directors of Fidelity Leasing, Inc. (the "Board") previously adopted, with subsequent stockholder approval, the Fidelity Leasing, Inc. 1996-2 Key Employee Stock Option Plan (the "Plan"); WHEREAS, the Plan provides for the granting of incentive stock options by a committee to be appointed by the Board (the "Committee") to eligible employees of the Company to purchase, or to exercise certain rights with respect to, shares of the Class A Common Stock of the Company, par value $.01 per share (the "Stock"), in accordance with the terms and provi

Fidelity Leasing Inc – ARTICLES OF INCORPORATION - FOR PROFIT (July 2nd, 1999)

Microfilm Number 9616-1285 Filed with the Department of State on Mar 04, 1996 --------- ------------ Entity Number 2682482 ------- ARTICLES OF INCORPORATION - FOR PROFIT DSCB:15-1306/2102/2303/2702/2903/7102a (Rev 90) Indicate type of domestic corporation (check one): _X_Business-stock (15 Pa.C.S. ss.1306) ___Management (15 Pa.C.S. ss.2702) ___Business-nonstock (15 Pa.C.S. ss.2102) ___Professional (15 Pa.C.S. ss.2903) ___Business-statutory close (15.Pa.C.S. ss.2303) ___Cooperative (15 Pa.C.S. ss.7102A) In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby state(s) that: 1. Th

Fidelity Leasing Inc – GUARANTEE (July 2nd, 1999)

GUARANTEE To: BANK OF MONTREAL Date: May __, 1999 To induce Bank of Montreal (the "Bank") to establish financing arrangements with and consider making loans and extending credit from time to time to Fidelity Leasing Canada Inc. (the "Borrower") pursuant to the terms and conditions of a loan agreement dated the date hereof between the Bank and the Borrower ( the "Loan Agreement"), each of the Undersigned, intending to be legally bound, hereby, jointly and severally, guarantees to the Bank and becomes surety for the unconditional and prompt payment and performance of all present and future debts and liabilities, direct or indirect, now or at any time and from time to time hereafter due or owing from the Borrower to the Bank (the "Obligations"). The Undersigned shall also pay or reimburse the Bank on demand for all reasonable out-of-pocket costs and expenses, including without limitation, legal fees an