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Exhibit 5
AMENDED AND RESTATED JOINT FILING AGREEMENT
AGREEMENT dated as of December 18, 1996 among Xxxxxx Xxxx; Xxxxxx Xxxx as
Trustee of the Xxxxxx Xxxx Revocable Trust under trust agreement dated January
17, 1990; Alphabet Partners, an Illinois general partnership; ZFT Partnership,
an Illinois general partnership; Xxx Xxxxx; Xxx Xxxxx as Trustee of the Xxx
Xxxxx Revocable Trust under trust agreement dated December 22, 1989; LFT
Partnership, an Illinois general partnership; Equity Capsure Limited
Partnership, an Illinois limited partnership; and Arlington Leasing Co., a
Nevada corporation (collectively the "Reporting Persons").
WHEREAS, the Reporting Persons beneficially own shares of Common Stock,
par value $.05 per share, of Capsure Holdings Corp., a Delaware Corporation.
WHEREAS, the parties hereto may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act"); and
WHEREAS, each of the parties hereto desire by this Agreement to provide
for the joint filing of a Schedule 13D, and all amendments thereto, with the
Securities and Exchange Commission.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto will join in the preparation and filing of a single
statement containing the information required by Schedule 13D, and all
amendments thereto, and the Schedule 13D and all such amendments will
be filed on behalf of each party hereto;
2. Each party hereto will be responsible for the timely filing of the
Schedule 13D, and all amendments thereto, and for the completeness
and accuracy of the information concerning such party contained
therein. No party hereto will be responsible for the completeness
or accuracy of the information concerning any other party
contained in the Schedule 13D or any amendment thereto, except to the
extent such party knows or has reason to believe that such information
in inaccurate.
3. Xxxxx Xxxxxxxxxx will be designated as the person authorized to
receive notices and communications with respect to the Schedule 13D
and all amendments thereto.
4. This Agreement may be executed in counterparts, all of which when
taken together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
/s/ Xxxxxx Xxxx /s/ Xxx Xxxxx
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Xxxxxx Xxxx Xxx Xxxxx
Xxxxxx Xxxx Revocable Trust Xxx Xxxxx Revocable Trust
U/T/A 01/17/90 U/T/A 12/22/89
By: /s/ Xxxxxx Xxxx By: /s/ Xxx Xxxxx
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Xxxxxx Xxxx, Trustee Xxx Xxxxx, Trustee
Alphabet Partners, an Illinois LFT Partnership
general partnership By: Xxxxx Trust, a general partner
By: SZA Trust, a general partner
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxx Xxxxx
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Xxxxxx X. Xxxxxxxxx, Trustee Xxx Xxxxx, Trustee
ZFT Partnership, an Illinois Equity Capsure Limited Partnership
general partnership By: Xxxxxx Xxxx Revocable Trust
By: Xxxxxx Xxxx Trust, a general partner U/T/A 1/17/90
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxx
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Xxxxx X. Xxxxxxxxx, Trustee Xxxxxx Xxxx, President
Arlington Leasing Co.,
a Nevada corporation
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
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