U.S. Bankruptcy Court Opinions

FINOVA CAPITAL CORPORATION, Chapter 11, Reorganized Debtor.
Case No. 01-00698(PJW), Jointly Administered. United States
Bankruptcy Court, D. Delaware. December 6, 2006


PETER WALSH, Chief Judge

These Findings of Fact and Conclusions of law are with
respect to reorganized debtor FINOVA Capital Corporation’s
(“FINOVA”) objection to the claim of Olsen Industries, Inc.
(“Olsen Industries”). Prior to filing its bankruptcy
petition FINOVA was a secured creditor in the bankruptcy
case of Consolidated Industries, Inc. (“Consolidated”).
Olsen Industries’ claim (“Claim”) arises out of FINOVA’s
alleged breach of a March 7, 2000 agreement (“Letter
Agreement”) under which Olsen Industries agreed to serve as
a stalking-horse bidder in the public foreclosure sale of
substantially all the assets of Consolidated. Olsen
Industries was not the successful bidder in the foreclosure

Olsen Industries filed the Claim against FINOVA alleging
lost profit and other damages in the amount of $12 million.
(DTE 114.) Olsen Industries attached the Letter Agreement
to the Claim as well as a short “Description of Claim”
which alleged — without support — that it had
suffered $12 million in damages as a result of FINOVA’s
breach of the Letter Agreement. (Id.) Page 2

The Court conducted a trial on the Claim objection on
September 11-14, 2006. At trial, the Court bifurcated the
issue of damages from the issue of liability. (Trial Tr.
(9/11) pp. 226-227.) This ruling on liability obviates the
need for a trial on the issue of damages.

In the trial, Olsen Industries presented the testimony of
the following live witness:

Thomas Pointer (“Pointer”): an employee of TOM Capital
Associates (“Tom Capital”); former secretary and director
of Olson Industries; former secretary, chief financial
officer and chief operating officer of Olsen Technology,
Inc. (“OTI”), an affiliate of Olsen Industries; and former
secretary and chief financial officer of Canadian Manoir
Industries, Ltd. (“Canadian Manoir”), Olsen Industries’
parent corporation.

Finova presented the testimony of the following live

Thomas Herron (“Herron”): FINOVA’s lead representative
responsible for overseeing and administering FINOVA’s debt
with Consolidated.

Richard Levy (“Levy”): an attorney with the firm Latham &
Watkins, LLP who represented FINOVA in connection with the
Letter Agreement and the sale of Consolidated’s assets.
Page 3

Additionally, Olsen and FINOVA designated portions of
deposition transcripts of the following individuals whose
testimony was read into the record:

Paul Champagne (“Champagne”): former vice president of TOM
Capital and director of Canadian Manoir who also provided
services to OTI and Olsen Industries.

Judy Calton (“Calton”): an attorney with the firm
Honigman, Miller, Schwartz & Cohen, LLP who represented
Olsen Industries in its efforts to purchase the
Consolidated’s assets.

James Carlberg (“Carlberg”): an attorney with the firm
Bose, McKinney & Evans, LLP who represented Allstyle Coil
Co. (“Allstyle”), the company whose affiliate purchased
FINOVA’s claim against Consolidated and successfully bid
for Consolidated’s assets.

Robert Magee (“Magee”): vice president of Allstyle.

Jill Harness: an employee and Rule 30(b)(6) representative