ie a RELEASE WHEREAS, on or about August 31, 2005,.an invoice dated August 12, 2005, was Presented ine Kay Rogers, Auditor of Butler County, Ohio (“Auditor”) by Navonal City Commercial Capital Corporation ("NCCC") seeking payment of lease payments allegedly due under a Master [ease Agreement, dated September 14,2004 (“Master Lease”) and a hisers Lease Amendment, dated December 27, 2004 (“Lease Amendment”); and WHEREAS, in accordance with the advice of Robin N. Piper, Prosecuting Auomey of Butler County, Ohio (“Prosecutor”), the Board of County Commissioners of Butler County, Ohio ("Board") has refused to approve said invoiee for payment and disputes that either the Master ease, or the Lease Amendment, creates a legally enforceable obligation of Butler County; and WHEREAS, on Noveniber 10, 2005, Prosecutor, Board and Auditor, did fle in the Court of Common Pleas of Butler County, Case No, CV2005-11:3612 (“Action”), a Complaint to Restrain Completion or Enforcement of Putative Public Contracts, alleging that the Master Lease and the Cease Amendment were illegal, invalid and unenforceable ang requesting that the Court enjoin the sompletion or enforcement of the Master Lease and the Lease Amendment; and WHEREAS. NCCC desires to resolve this matter without further litigation, NOW. THEREFORE, NCCC dogs hergby release, and forever discharge. Board, Auditor and Butler County, together with any ofticer agent ot employes of any of them, in both their Siucial and individual eapacity, from any claim (including, but aot cee damages, restitution, sare! fees. nd litigation expenses), demand ot suit which arises from is pace upon ois in any way derived from either the Master Lease, or the Lease Amendment, as referenced in this Agreement, IN WITNESS WHEREOP, NCCC, by its duly authorized representative, hug caused its bund to be set hereto on the date set forth below. NATIONAL ITY COMMERCIAL CAPITAL CORPORATION Name: Vineent D, Rinaldi Title: Chief Executive Officer Date: 05/26/2006-00051-SSB Doc #: 190 Filed: 07/13/15 Page RRHEBTT RAGEIU'#:.4359 Kenny, Brenda Friday, September 08, 2005 3:34 PM ‘Bambhart, Tom MacNel Moore, Lisa’M; Martinez, Ralph Letter from Butler Cty ; mm Barnhart ending ou he lowing exp fom ro Nana iy fom Der Cony Bef Common, which a copy of from Dave Zoeller, National City's General ‘We have éubsequentty obtained and have in our possession documents of possible fraud in this transaction. tout contacting Buse County, tis our understanding he loca! benk of Navona iy reetuctrng the rensactons ‘elude any appearance of inpropriely.”3302 (Rev. 10-695) ae FEDERAL BUREAU OF INVESTIGATION Date of transcription 11/14/2005 SEAN D. MCALISTER, residence home telephone number fF Vice President, Business Unit Director, NATIONAL C: IAL CAPITAL CORPORATION (NC4), 9 me, Cincinnati, Ohio 45203, telephone number q | was interviewed at his place of employment. fimerin attendance was his counsel, GLENN WITTAKER. After being wee sed of the identities of the interviewing Agents and the scture of the interview, MCALISTER provided the following “ informatio! MCALISTER began working for NC4 around the middle of December 2004. He was hired by RALPH MARTINEZ, who is also his fupervisor. As Vice President and Business Director, MCALISTER fePfeeponsible for the credit operations in the Middle Market Group. MCALISTER earns approximately $92,500 per year and does not receive commissions. The Middle Market Group was a new group to NC4, and MCALISTER was hired due to his experience with equipment financing and municipal leases. He worked for nine years at TRANSAMERICA EQUIPMENT FINANCE. The Middle Market Group handles the underwriting, documentation: and funding of municipal (as in Government) and transportation leasing transactions with NC4- SeMrISTER has authority for up to $2 million in credit lines and is able to sign-off on documents up to $5 million. on his first day at NC4, MCALISTER began working on the second BUTLER COUNTY (BC) lease with NC4, which also involved BS TECHNOLOGIES, now known as DYNUS TECHNOLOGIES (DT). The transaction was approved. that day, which MCALISTER believed was Monday, December 13, 2004. MARTINEZ advised it was a municipal eet ‘MCALISTER wanted an Opinion of Counsel on the lease and the equipment. MCALISTER primarily spoke with the vendor's Contact, KAREN VERBRUGGEN, and NC4 account representative, SSELLY MAXWELL regarding the two BC leases. He did not speak with any Butler County officials or representatives until Invetigtion on =-11/08/2005 # Cincinnati, Ohio Fie # 29B-CI-75502 Dus dicated’ 11/14/2005 SA Kevin P. Gormley y SA Janel M. McBain: jmm ‘This document contins nites recommendations nor coachsions of the FBI. It tthe property of the FBI and i loaned to your agencysven Rev. 10695) 29B-CI-75502 : ntinuation of FD-302 of __ sean Moblister ——————_—_—— 2108/2005 spe —8—— December 31, 2004, and he did not meet any of them until the September 2005 meeting between NC4 and BC. MCALISTER was shown and provided conments about the following documents related to the first lease with Butler County: Information Leasing Corporation (ILC, now known, 9% NC4) Master Zafozmagreement, dated 09/09/2004: As part. of his Pesponsibilities, MCALISTER reviewed the first lease with BC in Grder to prepare the second lease. He discovered that SMITH was oxting asan agent for BC. He was looking at varrors documents acth the first lease and noticed that one document was signed with SMITH" while another was signed "JAMES SMITH. ~ SMITH had signed at least one of the documents as "CMO/Agent" and another sitichief Marketing Officer/Agent. In this type of transaction, ae IISTER would normally have the signature of the city Manager. eee the unusual nature, MCALISTER spoke with MAXWELL, and maybe VERBRUGGEN, about the title. | Tt finally came out either mayPecenber 30 or 31, 2004, that SMITH was the vendor and had BC authorization. Major Customer Invoicing Survey, dated 09/15/2004: This Major ct was not normal, but MCALISTER had heard of this type of gocugement. The vendor may invoice the lessee, bur the bank arreaily tries to get the lessee to pay directty. MCALISTER and nommara not know that the first lease was invoiced by DT until NCA Gigument Specialist asked MCALISTER whether the second lease could be invoiced in the same manner. VERBRUGGEN, advised that or invoiced BC since DT bills BC for other things besides the qeases. DT collects one payment from BC and then forwards the ieee payments to NC¢. MCALISTER brought, the invoicing to MARTINGZ| attention. Both MCALISTER and MARTINEZ, decided to keep the invoicing consistent and continued to invoice DT. Master Certificate of Incumbency: MCALISTER thought the title Mast fie document was unusual. However, KAY ROGERS had signed Gt, so MCALISTER thought it was all right and that JIM SMITH was an agent of BC. Letter granting authority to Midwest Telecommunications eereiting, dated 09/15/2004: MCALISTER could not recall SADWEST TELECOMMUNICATIONS involvement with the BC leases.‘FD)-302a (Rev. 10-6-95) 29B-CI-75502 Contimation ofFD-3020f ___Sean McAlister -n.11/08/2005 _,Page__3__ Certificate of Acceptance, dated 10/01/2004: Since this lease was a municipal transaction, it was normal to not conduct a physical inspection of the equipment and to rely on the lessee's signature. BC has quality credit and can always raise revenue. With this signed document, NC4 relied on the signature that the equipment was delivered, installed, inspected and operational. MCALISTER does not know if the equipment was ever delivered to BC as stated in this document. Letter to Kay Rogers, dated 09/15/2004: MCALISTER had not seen this document, and it is not standard in the document package. Insurance Reminder, dated 09/15/2004: Insurance verification is always requested as part of the documentation package. It is needed at the time of funding. MCALISTER does not know if insurance was verified for the BC lease. SANDY WILLABY may be able to verify whether the equipment was insured. In many cases, mnicipalities are self-insured. NC4 may be able to verify insurance from the municipality's website. MCALISTER was shown and provided comments about the following documents related to the second lease with Butler County: Letter from CBS Technologies, dated 12/31/2004: This document is not a standard document in the loan package. MARTINEZ told MCALISTER to draft the letter since it was holding up funding for the second lease with BC. The lease had not been funded due to the lack of an Opinion of Counsel. MCALISTER was not involved with the negotiations between NC4 and DT regarding this guarantee to repay the $4 million if the Opinion of Counsel is not received by 01/30/2005. MARTINEZ and VINCE RINALDI determined to fund $4 million of the $5.3 million. MCALISTER does not know why this amount instead of another amount was funded. The Opinion of Counsel letter is standard for large transactions. Letter of Intent, undated and signed by SMITH and FOX: This document was from the first lease. It is not standard, and MCALISTER does not know what the document is.FD-302s (Rev. 10-695) 29B-CI-75502 Continuation ofFD-3020f ___Sean McAlister =n 11/08/2005 _, Page as it not having an Opinion of Counsel. MCALISTER drafted this document, which was reviewed by in-house counsel. CBS Letter to NC4, dated 12/29/04: MCALISTER may have received this letter from MAXWELL. According to the letter, DT would be on the hook for the lease. MCALISTER did not understand why the Opinion .of Counsel was not signed by December 31st, regardless that the BC officials were out of town. DT had the documents for at least a week to 10 days. DT brought this document to "hold water" Final Receipt Certificate, dated 12/28/04: This document advises that all the documents have been gathered and that NC4 can fund the deal. Opinion of Counsel [Draft]: The draft Opinion of Counsel is a standard document within the loan package. The loan package would have been given to MAXWELL, who would then have provided it to either DT or Bc. Structure Checklist - Direct Unit: MCALISTER did not fill out the checklist. SANDY WILLABY or MAXWELL may have filled out this document . Personal Notes: MCALISTER identified which handwritten notes were his notes. They included: (i) one page of notes pertaining to the first amendment, (ii) three pages of credit notes, and (iii) one page of checklist items needed. Several days prior to December 31, 2004, DT was stating it really wanted the deal funded. MCALISTER had told VERBRUGGEN that it would not be funded without the Opinion of Counsel and that it looked like the deal would not close this year. On December 31, 2004, MCALISTER had at least two conversations with BC officials regarding the lease, specifically he spoke with KAY ROGERS and MICHAEL FOX. MCALISTER also spoke with JIM SMITH on December 31, 2004.FD-302a (Rev. 10-695) 29B-CI-75502 ‘Continuation of FD-302 of Sean McAlister. On 11/08/2005 _,Page__5 In a conversation with VERBRUGGEN, she had given MCALISTER authority. to contact KAY ROGERS, BC auditor, regarding the status of the Opinion of Counsel. On the morning of December 31, 2004, MCALISTER spoke with ROGERS. MCALISTER was holding up the funding on the second lease due to the lack of an Opinion of Counsel: When he contacted ROGERS, she initially thought MCALISTER was questioning her authority and informed him that under Ohio minicipal law, the auditor can sign Resolutions. MCALISTER informed her he was contacting her about the status of the Opinion of Counsel. ROGERS was neither surprised about nor questioned the purpose of the Opinion of Counsel. She knew it was needed to fund the lease by December 31st. ROGERS advised it was i legal department and would not be signed today. MCALISTER questioned whether it had at least been reviewed. ROGERS did not know and suggested he call MICHAEL FOX. MCALISTER also verified with ROGERS that SMITH had signed the document and was working for the vendor. She advised she had authorized SMITH's signature. ROGERS knew that the deal was to be funded or closed that day. When questioned about his exact wording, MCALISTER stated he normally would have used the words "funded" or "closed" in this type of conversation. However, he could not specifically recall whether he used either word with ROGERS. MCALISTER has no doubt that BC knew about the lease since MCALISTER brought it to ROGERS' attention that JIM SMITH had signed the lease/loan packet. MCALISTER contacted MICHAEL. FOX, a BC Commissioner, at his home on December 31, 2004. FOX knew about the Opinion of Counsel, but he did not know whether it, had been reviewed... He believed it was in PIPER's office. Furthermore, FOX did not know why MCALISTER was contacting him. The lease was between NC4 and BC, while BC and DT had its own relationship. FOX commented that he did not care if NC4 funded the deal or not. FOX added the deal would go down today as FIFTH THIRD BANK was in the background and was willing to fund the lease. MCALISTER feiterated that he had the loan documents in front of him and read verbatim off of the contract that the lease was directly ‘between BC and NC4. SMITH had signed the documents. FOX replied that he did not know that and would have to call ROGERS. ROGERS has power and authority within her area, per FOX. FOX stated he would call ROGERS and call MCALISTER back within the hour. MCALISTER never heard back from FOX. FOX did not say that the Opinion of Counsel would be signed.