UniCapital Corporation

First Amended Plan of Reorganization - November 16, 2001

Background and Summary

UniCapital Corporation (UniCapital) was founded in October 1997 as a privately held corporation. UniCapital commenced operations in May 1998. UniCapital commenced operations with an initial public offering pursuant to which the company raised approximately $532 million through the sale of 28 million shares of common stock. The proceeds of the IPO were primarily used to acquire twelve equipment-leasing, specialty finance and related businesses. Shortly after UniCapital began operations, it acquired five additional businesses in the same lines of business. UniCapital expanded further through the establishment of numerous subsidiaries. Throughout its history, UniCapital has engaged in the origination, acquisition, sale, and servicing of equipment leases as well as the arrangement of structured financing for the equipment leasing and specialty finance industry. In addition, UniCapital administered many of its transactions.

UniCapital funded its transactions through a variety of sources: 1) a revolving credit facility guaranteed by all subsidiaries other than certain non-debtor Special Purpose Entities (SPEs); 2) an asset-backed commercial paper conduit facility that is the obligation of the non-Debtor SPEs and unaffected by the plan; 3) a variety of third party financing arrangements. In addition, UniCapital consummated two asset-backed securitizations. Pursuant to both of these securitizations, UniCapital transferred certain leases and contracts to an affiliated SPE which in turn transferred the assets to other affiliated SPEs. The SPEs issued interest-bearing securities, which are collateralized by the underlying assets. In these securitizations, UniCapital retained some residual and initially remained the servicer. UniCapital was subsequently removed as servicer because of financial losses.

UniCapitalfinancial difficulties were the result of numerous factors including difficulty in integrating newly acquired businesses, higher than anticipated capital requirements for operations, an inability to access the capital markets at a reasonable cost, and high leverage. In early 2000, in an effort to remedy its financial situation and receive a waiver and extension of its revolving credit facility, UniCapital agreed to sell its Big Ticket division, use the majority of the net proceeds from the division to repay debt, hire a new Chief Financial Officer, and hire financial consultants to evaluate its financial condition. In June 2000 a restructuring program was implemented pursuant to which changes were made in senior management and certain operations were discontinued. In addition, on December 1, 2000, UniCapital Operating Group (Portland), a non-debtor subsidiary, entered into a purchase and sale agreement with Portfolio Financial Servicing Company (PFSC) for the sale of substantially all of the assets of Portland for approximately $10 million. In addition, UniCapital entered into an agreement with PFSC which provides for PFSC continued servicing of UniCapital lease portfolio.

On December 8, 2000, UniCapital waivers under its credit facilities expired. On the same day, UniCapital filed for bankruptcy in order to complete its restructuring.

On November 16, 2001, UniCapital filed a plan of reorganization and disclosure statement. The plan represents a compromise and settlement of various issues. Bank of America has a security interest in all of the Debtors assets. Therefore, absent a compromise and settlement, the Debtors believe that holders of priority claims, including priority tax claims, and general unsecured claims would receive no distribution under the plan. Provided that the Lien Release Condition is satisfied or waived and the Effective Date occurs on or before January 26, 2002, approximately $10 million, representing the Portland Sale Proceeds, will be made available by Bank of America to satisfy priority claims, including priority tax claims, and administrative claims. To the extent that the funds required to pay priority and administrative claims are less than $10 million, the balance of the Portland Sale Proceeds will be included in the distributions for the benefit of general unsecured creditors. Total distributions for general unsecured creditors will consist of: 1) the Minimum Funding Requirement ($5 million); 2) the Additional Funding Requirement (including the Excess Portland Proceeds); 3) the Subsequent Funding Requirement, if any; 4) the Net Proceeds Sharing Payment, if any; and 5) the Supplemental Net Proceeds Payment, if any. Total distributions to general unsecured creditors will be capped at 10% of the amount of the claim (or $5 million if greater) plus a Ratable Share of the Supplemental Net Proceeds Payment, if any. The Bank Lenders will receive: 1) all of the common stock of Newco; 2) the Revolving Lender Distribution; 3) prior to the Termination Date, after the Revolving Lender Distribution has been made, 50% of each distribution of Net Proceeds until the claim is paid in full; and 4) after the Termination Date, after the Revolving Lender Distribution has been paid in full, 100% of each distribution of Net Proceeds until the claim in paid in full. However, if the Lien Release Condition is not satisfied or waived by the Requisite Lenders, then the provision of the plan with respect to the allocation of the Net Proceeds and the Portland Sale Proceeds between the Revolving Lender creditors and general unsecured creditors will be of no force or effect. Newco will be formed by UniCapital as a Delaware corporation which shall be a wholly-owned subsidiary of Bank of America as of the Effective Date. The common stock will be subject to limitations on transferability. There is no assurance that an active market will exist for trading in the common stock.

No distribution will be made to holders of subordinated claims, penalty claims, or equity interests.

UniCapital Corporation

Summary of First Amended Plan of Reorganization - November 16, 2001

(All amounts in $millions except stock which is in shares)

Administrative Claims

Will Receive Upon Reorganization:

Unless creditors agree to a different treatment, claims will be paid in full in cash on the later of 1) the initial distribution date; and 2) thirty days after the claim is allowed or as soon thereafter as is practicable. Claims incurred in the ordinary course of business after July 31, 2001, will be paid in the ordinary course of business.

Priority Tax Claims

Will Receive Upon Reorganization:

Paid in full in equal quarterly deferred payments over a maximum period of six years with interest on the unpaid balance paid at the U.S. Treasury Rate of the average accepted auction price for the last auction of 90-day U.S. Treasury bills settled at least fifteen days prior to the Effective Date. UniCapital will have the right to prepay the obligation in whole or in part at any time without penalty.

U.S. Trustee Fees

Will Receive Upon Reorganization:

Paid in full in cash.

Class 1

Revolving Lender Claims

Will Receive Upon Reorganization:

Creditors will receive: 1) all of the common stock of Newco (1); 2) the Revolving Lender Distribution (2); 3) prior to the Termination Date, after the Revolving Lender Distribution (2) has been made, 50% of each distribution of Net Proceeds (3) until the claim is paid in full; and 4) after the Termination Date, after the Revolving Lender Distribution has been paid in full, 100% of each distribution of Net Proceeds until the claim in paid in full. However, if the Lien Release Condition is not satisfied or waived by the Requisite Lenders, then the provision of the plan with respect to the allocation of the Net Proceeds and the Portland Sale Proceeds between the Revolving Lender creditors and Class 5 will be of no force or effect.

Class 2

Lehman Secured Claims

Will Receive Upon Reorganization:

At the sole option of the Debtors, creditors will receive one of three options: 1) Reinstatement; 2) the return of the collateral securing the loan or other collateral of an equivalent value; or 3) the proceeds from the sale of the collateral securing the claim.

Class 3

Other Secured Claims

Will Receive Upon Reorganization:

At the sole option of the Debtors, creditors will receive one of four options: 1) all cash proceeds received with respect to the collateral net of excluded amounts; 2) the net proceeds from the sale of the collateral securing the claim; 3) the return of the collateral securing the claim or receive a lien on similar collateral of then equivalent value; or 4) another treatment as is agreed to by the Debtors and the creditor.

Class 4

Priority Non-Tax Claims

Will Receive Upon Reorganization:

Paid in full in cash.

Class 5

General Unsecured Claims

Will Receive Upon Reorganization:

Subject to the Termination Date, creditors will receive $5 million in cash and up to an additional $5 million from various sources including the Excess Portland Proceeds. If creditors do not receive at least $6 million from these sources by the third anniversary of the Effective Date, the Agent will pay the amount necessary to increase the distribution to $6 million.

Class 6

Subordinated Claims

Will Receive Upon Reorganization:

No distribution anticipated under the plan.

Class 7

Penalty Claims

Will Receive Upon Reorganization:

No distribution under the plan.

Class 8

UniCapital Equity Interests

Will Receive Upon Reorganization:

No distribution under the plan.

Footnotes and Terms of Reorganization Securities

1. Newco: a Delaware corporation to be formed by UniCapital which shall be a wholly-owned subsidiary of Bank of America as of the Effective Date. The common stock will be subject to limitations on transferability. There is no assurance that an active market will exist for trading in the common stock.

2. Revolving Lender Distribution: An amount equal to the sum of various items including: 1) the first $200 million of Net Proceeds; 2) DIP Loans unpaid as of the Effective Date; and 3) the amount of administrative claims reserve funded on the Effective Date.

3. Net Proceeds: The amount of cash received from the disposition of all of the assets of the Reorganized Debtors, excluding the assets which are subject to liens of Class 2 or 3.

Source: First Amended Plan of Reorganization and Disclosure Statement both dated November 16, 2001