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Exhibit 8
SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT
AGREEMENT dated as of May 23, 1997 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; Xxxxxx X. and Xxx Xxxxx Family
Foundation; 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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/s/ Xxxxxx Xxxx /s/ Xxx Xxxxx
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Xxxxxx Xxxx Xxx Xxxxx
Xxxxxx Xxxx Revocable Trust LFT Partnership
U/T/A 01/17/90 By: Xxxxx Trust, a general partner
By: /s/ Xxxxxx Xxxx By: /s/ Xxx Xxxxx
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Xxxxxx Xxxx, Trustee Xxx Xxxxx, Trustee
Alphabet Partners, an Illinois Xxx and Xxxxxx X. Xxxxx
general partnership Famiy Foundation
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, President
ZFT Partnership, an Illinois Equity Capsure Limited Partnership,
general partnership an Illinois limited partnership
By: Xxxxxx Xxxx Trust, a general partner By: Xxxxxx Xxxx Revocable Trust
U/T/A 1/17/90, general partner
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxx
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Xxxxx X. Xxxxxxxxx, Trustee Xxxxxx Xxxx, Trustee
Arlington Leasing Co., a Nevada corporation
By : /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
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