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12-50073-lmc Doc#119 Filed 02/28/12 Entered 02/28/12 16:03:45 Main Document Pg 1 of
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UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
INRE:
DELTA PRODUCE, L.P.,
Debtor.
WEBSTER CAPITAL FINANCE, INC. F/K/A
CENTER CAPITAL CORPORATION,
Movant,
v.
DELTA PRODUCE, L.P .,
Respondent.
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CASE NO. 12-50073 (LMC)
CHAPTER 11
FEBRUARY 15,2012
JOINT MOTION FOR RELIEF FROM THE AUTOMATIC STAY
TO THE HON. LEIF M. CLARK, UNITED STATES BANKRUPTCY JUDGE:
Webster Capital Finance, Inc. f/k/a Center Capital Corporation and Delta Produce, L.P.,
the movants herein ("Movants"), hereby move this Court, pursuant to 11 U.S.C. 362(d) and
Federal Rule of Bankruptcy Procedure 4001, for an order granting it relief from the automatic
stay and, in support thereof, respectfully represents as follows:
I. BACKGROUND AND JURISDICTION
1. On January 3, 2012, Delta Produce, L.P., the debtor-in-possession ("Debtor" or
"Delta") filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court, Western District ofTexas, San Antonio
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Division ("Court"). The Debtor continues to operate its business and manage its property as a
debtor-in-possession pursuant 1107 and 1108 of the Bankruptcy Code.
2. The Court has jurisdiction over this matter pursuant to 11 U.S.C. 361, 362 and
363 and 28 U.S.C. 157(a) and 1334(b) and Federal Rule of Bankruptcy Procedure 4001. This
is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A)(G) and (0).
3. Delta entered into Master Loan and Security Agreement No. 65660 ("Master
Loan Agreement") with Webster Capital Finance, Inc. f/k/a Center Capital Corporation
("Webster Capital") on or about September 30, 2010. A copy of the Master Loan Agreement is
attached hereto as Exhibit A.
4. Delta entered into Loan Schedule No. 1 with Webster Capital on or about
September 29, 2010, pursuant to which Webster Capital financed and obtained a purchase money
security interest in: One (1) New 2011 Peterbilt Model386 Truck Tractor VIN:
1XPHDP9X5BD122377 and any and all accessories, accessions, substitutions, replacement
parts, replacements, attachments, proceeds and insurance proceeds ("Collateral No. 1 "). A copy
of Loan Schedule No. 1 is attached hereto as Exhibit B.
5. Under the terms of the Master Loan Agreement and Loan Schedule No.1, Delta
agreed to pay Webster Capital forty-eight (48) monthly payments of$2,855.31 due on the 15th of
each month. Delta failed to make the requisite monthly payments due under the Master Loan
Agreement and Loan Schedule No.1 and defaulted pursuant to Paragraph No.6 of the Master
Loan Agreement.
6. The Texas Certificate of Title states in relevant part that Delta Produce, L.P.,
2001 So Laredo, San Antonio, Texas 78207 is the owner of Collateral No. 1 (Title Number
01501140449161659) and the first lienholder is Webster Capital Finance, Inc. f/k/a Center
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Capital Corporation, 3 Farm Glen Boulevard, Farmington, CT 06032. Date of the lien is
September 30, 2010 and the date that title was issued is October 7, 2010. The Texas Certificate
of Title is attached hereto as Exhibit C.
7. As of the petition date, the Debtor's obligation and debt under the terms of the
Master Loan Agreement and Loan Schedule No. 1 to Webster Capital was approximately
$90,216.53.
8. Delta entered into Loan Schedule No.2 with Webster Capital on or about
September 29, 2010, pursuant to which Webster Capital financed and obtained a purchase money
security interest in: One (1) New 2011 Peterbilt Model386 Truck Tractor VIN:
1XPHDP9X3BD122376 and any and all accessories, accessions, substitutions, replacement
. parts, replacements, attachments, proceeds and insurance proceeds ("Collateral No.2"). A copy
of Loan Schedule No.2 is attached hereto as Exhibit D.
9. Under the terms of the Master Loan Agreement and Loan Schedule No.2, Delta
agreed to pay Webster Capital forty-eight ( 48) monthly payments of $2,855.31 due on the 15th of
each month. Delta failed to make the requisite monthly payments due under the Master Loan
Agreement and Loan Schedule No.2 and defaulted pursuant to Paragraph No.6 of the Master
Loan Agreement.
10. The Texas Certificate of Title states in relevant part that Delta Produce, L.P.,
2001 So Laredo, San Antonio, Texas 78207 is the owner of Collateral No.2 (Title Number
01501140449161250) and the first lienholder is Webster Capital Finance, Inc. f/k/a Center
Capital Corporation, 3 Farm Glen Boulevard, Farmington, CT 06032. Date of the lien is
September 30, 2010 and the date that title was issued is October 7, 2010. The Texas Certificate
of Title is attached hereto as Exhibit E.
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11. As of the petition date, the Debtor's obligation and debt under the terms of the
Master Loan Agreement and Loan Schedule No.2 to Webster Capital was approximately
$90,216.53.
12. Webster Capital is the legal and rightful owner of the Master Loan Agreement,
Loan Schedule No. 1 and Loan Schedule No.2 and has not assigned and/or transferred its rights
in the Master Loan Agreement, Loan Schedule No. 1 and Loan Schedule No. 2. Upon
information and belief, Collateral No.1 and Collateral No.2 remains in the exclusive control and
possession of the Debtor at 2001 S. Laredo, San Antonio, Texas 78207 as the Debtor is
continuing to operate its business as a going-concern.
13. The Debtor defaulted under the terms of the Master Loan Agreement, Loan
Schedule No. 1 and Loan Schedule No.2 and Webster Capital provided written notice to the
Debtor that an event of default occurred. As of the petition date, the Debtor's obligation and
debt Ut1.der the terms of the Master Loan Agreement, Loan Schedule No. 1 and Loa...11 Schedule
No.2 to Webster Capital was approximately $180,433.06. The Debtor has failed to cure the
defaults and failed to surrender Collateral No. 1 and Collateral No.2.
II. REQUEST FOR RELIEF FROM THE AUTOMATIC STAY
14. Section 362(d)(l) of the Bankruptcy Code provides in relevant part that:
(d) On request of a party in interest and after a hearing, the court shall grant
relief from the stay ... by terminating, annulling, modifying, or conditioning such stay -
(1) for cause, including the lack of adequate protection of an interest in
property of such party in interest[.]
(2) with respect to a stay of an act against property under subsection (a) of
this section, if-
(A) the debtor does not have an equity in such property; and
(B) such property is not necessary to an effective reorganization[.]
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15. Section 363(e) of the Bankruptcy Code requires that adequate protection be given
to an entity whose interest in property is affected by the trustee or debtor-in-possession's use,
sale, or lease of property.
16. The term cause is not defined in the United States Bankruptcy Code, and whether
cause exists should be determined on a case by case basis. See In re Sonnax Indus., 907 F.2d
1280 (2d Cir. 1990). Section 362(d)(l) of the Bankruptcy Code provides that relief from stay
shall be granted for cause, including, but not limited to, lack of adequate protection of the
creditor's interest in the Debtor's property.
17. Webster Capital has not been offered adequate protection by the Debtor and
Webster Capital does not have adequate protection for its interest in Collateral No. 1 and
Collateral No.2. Cause exists under 11 U.S.C. 362(d)(1) where no adequate protection
payments whatsoever have been made. See In re Kaplan Breslaw Ash, LLC, 264 B.R. 309
(Bankr. S.D.N.Y. 2001). Relief from stay is available to Webster Capital given that its interest in
property of the bankruptcy estate is not adequately protected. The Debtor continues to receive
the benefit from the use of Collateral No. 1 and Collateral No. 2 post-petition without
consideration. The Debtor has failed to pay for Collateral No. 1 and Collateral No.2 post-
petition and Webster Capital has not been adequately protected.
18. If the Debtor claims that the Collateral is necessary for an effective reorganization
and intends to retain possession and use of the said property, then this Court, pursuant to section
363(e) ofthe Bankruptcy Code should condition the continued use of Collateral No. 1 and
Collateral No.2 on the Debtor's provision of adequate protection Webster Capital to protect
Webster Capital's interests in Collateral No. 1 and Collateral No.2, including, at a minimum,
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cure of all post-petition defaults and requiring cash payments to Webster Capital hereinafter. No
cure payment has been offered or made to Webster Capital.
19. Adequate protection is designed to protect a secured creditor, in this instance
Webster Capital against any decrease in the value of its collateral which may result from
depreciation, destruction, or the debtor's use of the collateral. As each day passes and Collateral
No. 1 and Collateral No.2 are not sold, Collateral No. 1 and Collateral No.2 continue to
depreciate significantly in value. Here, in the present financial climate, the value of Webster
Capital's interest in Collateral No. 1 and Collateral No.2 continues to decrease and erode.
Webster Capital will suffer irreparable harm and damage if relief of stay is not granted, as the
interests of Webster Capital is not adequately protected as the value of Collateral No. 1 and
Collateral No. 2 is less than the amount due to Webster Capital. The evidence supports
termination of the stay for cause under 11 U.S.C. 362(d)(1).
20. In light of the foregoing, Webster Capital submits that cause exists, under
Bankruptcy Code 362( d)( 1 ), for relief from the automatic stay, including the lack of adequate
protection ..
21. In addition, Webster Capital further submits that the automatic stay should be
modified under Bankruptcy Code 362(d)(2) because the Debtor does not have meaningful
equity in Collateral No. 1 and Collateral No. 2 and such collateral does not appear necessary to
an effective reorganization. As of the petition date, the Debtor's obligation and debt to Webster
Capital is $180,433.06. As oftoday's date, the estimated orderly liquidation value of Collateral
No. 1 and Collateral No. 2 is approximately $70,000.00 and $70,000.00. Thus, the Debtor does
not have equity in Collateral No. 1 and Collateral No.2.
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22. Webster Capital also requests that this Court order that the fourteen-day stay
provided by the Federal Rule of Bankruptcy Procedure 4001(a)(3) is not applicable to this
motion, so that Webster Capital may immediately enforce and implement the requested order
terminating and/or modifying the automatic stay.
WHEREFORE, Webster Capital respectfully requests that this Court enter an order
modifying the automatic stay imposed by 11 U.S.C. 362 so that Webster Capital may enforce
its rights pursuant to the Master Loan Agreement, Loan Schedule No. 1 and Loan Schedule No.
2 and under state law, and granting it such other and further relief as is just and equitable
Dated at Hartford, Connecticut this_ day of February, 2012.
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Respectfully submitted,
Is/ R. Glen Ayers. Jr.
R. Glen Ayers, Jr., Esq.
Langley and Banack, Inc.
State Bar No. 01467500
745 East Mulberry, 9th Floor
San Antonio, Texas 78212
Telephone: (210) 736-6600
Facsimile: (210) 735-6889
gayers@langleybanack.com
Counsel for Delta Produce, L.P.
Is/ Evan S. Goldstein
EvanS. Goldstein, Esq.
Updike, Kelly & Spellacy, P.C.
Federal Bar No. ct22994
1 00 Pearl Street, 1 ih Floor
Hartford, Connecticut 06123-1277
Telephone: (860) 548-2609
Facsimile: (860) 548-2680
egoldstein@uks.com
Counsel for Webster Capital Finance, Inc.
615966-v2
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CERTIFICATE OF SERVICE
The undersigned hereby certifies that on the ~ a y of February, 2012, a true and
correct copy of the foregoing document was filed with t
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/ urt and served electronically upon
those parties registered to receive electronic notice via he Court's CM!ECF system and also
upon those parties listed on the attached service list First Class United States Mail postage
prepaid.
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A&A Transportation, Inc.
4741 College Park
San Antonio, TX 78249
Bonanza 2001
P.O. Box 357
Hidalgo, TX 78857
Dimare Newman, Inc.
P.O. Box 517
Newman, CA 95360-0517
Harllee Packing, Inc.
P.O. Box 8
Palmetto, FL 34220
J-C Distributing, Inc.
2731 N. Donna Avenue
Nogales, AZ 85621
Mission Produce, Inc.
2500 Vinyard Ave., Suite 300
Oxnard, CA 93036
Royal Flavor, LLC
2655 Melksee St.
San Diego, CA 92154
A&D Carriers
4126 Luckenbach Road
B. Catalani
1500 S. Zarzamora, Unit 236
Fresh Farm Direct, LLC
106 Adams St., Suite 2A
Monte Vista, CO 81144
Alamo Leasing
2010 NW Military Hwy.
Del Camp Supreme, Inc.
672 W. Frontage Road
Noales, AZ 85621
Divine Ripe, LLC
700 S. Bridge St., Suite C
Hidalgo, TX 78557
Harvest Crown Co, Inc.
P.O. Box 13578
Bakersfield, CA 93389
Juniper Tomato Grower, Inc.
P.O. Box 38
Greensboro, FL 32330
Rio Queen Citrus
4012 E. Goodwin Rd.
Mission, TX 78574
Slankard Produce Co., Inc.
1500 S. Zarzamora
A&A Concepts, LLC
1219 S. Zarzamora St.
Banana Distributing
Gonzalez Mexican Produce
2501 W. Military Hwy., A-23
McAllen, TX 78503
Bernardi & Associates
557 E. Frontage Road
Nogales, AZ 85621
Delta Produce Marketing
2001 S. Laredo St.
Frank's Distributing of Produce
P.O. Box 2020
Nogales, AZ 85628-2020
IFCO Systems NA
5250 Tacco Drive
Kingdom Fresh Produce, Inc.
2243 North Goolie Rd., #A
Donna, TX 78537
United States Trustee
615 E. Houston St., #533
Valero Marketing & Supply
P.O. Box 300
Amarillo, TX 79105-0300
Averitt Brokerage Co., Inc.
9999 Perrin Beitel, Suite B
Coosemans Houston, Inc.
3124 Produce Row
Houston, TX 77023
Harllee Packing, Inc.
P.O. Box 8
Palmetto, FL 34220
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of 10
Henry Avocado Corp.
P.O. Box 300867
Escondidio, CA 92030-0867
M&P Logistic LP
Slankard Produce
1500 S. Zarzamora St.
Willson Davis Co.
1500 S. Zarzamora St., #103
Craig A. Stokes
Stokes Law Offices, LLP
3330 Oakwell Court, Suite 225
San Antonio, TX 78218-3066
Zachary B. Aoki
Thurman & Phillips, P.C.
8000 IH-10 West, Suite 1000
San Antonio, Texas 78230
Celinda Baez Guerra
Flume Law Firm, LLP
1020 NE Loop 410, Suite 200
David G. Aelvoet
Linebarger Goggan Blair & Sampson
711 Navarro, Suite 300
Joe R. Hinojosa
Barkhurst & Hinojosa, PC
110 Broadway, Suite 350
Kitchen Pride
P.O. Box 585
Gonzales, TX 78629
Maxim Egg Farms
P.O. Box 200805
Dallas, TX 75320-0805
Sunriver Sales
P.O. Box 2738
Visalia, CA 93279
International Bank of Commerce
130 E. Travis St.
San Antonio, TX 78205-1601
Robert E. Goldman, Esq.
1 East Broward Blvd., Ste. 700
Fort Lauderdale, FL 33301
National LS, Inc.
C/0 Zach Dworaczyk
P.O. Box 840352
Houston, TX 77284
Michael J. Black
Burns & Black, PLLC
750 Rittiman Rd.
Bruce W. Akerly
Cantey Hanger, LLP
1999 Bryan St., Suite 3300
Dallas, TX 75201
Elliott S. Cappuccio
Pulman, Cappuccio, Pullen & Benson
2161 NW Military Hwy ., Suite 400
Le Best Banana Supply Co.
P.O. Box295
Hidalgo, TX 78557
Rio Bravo Produce
1006 S. Cesar Chavez
Edinburg, TX 78542
Touchstone & Associates
1500 S. Zarzamora St., #205
Internal Revenue Service
P.O. Box 7346
Philadelphia, PA 19101-7346
Michael Colvard
Martin & Drought
Suite 300 Convent Street, 25
1
h Floor
Diana M. Geis
Curl & Stahl, PC
700 N. St. Mary's, #1930
Steven E. Nurenberg
Meuers Law Firm
5395 Park Central Court
Naples, FL 34109
Jason R. Klinowski
Freeborn & Peters, LLP
311 S. Wacker Dr., Suite 3000
Chicago, IL 60606
Randall A. Pulman
Putman, Cappuccio, Pullen & Benson
2161 NW Military Hwy., Suite 400
12-50073-lmc Doc#119-1 Filed 02/28/12 Entered 02/28/12 16:03:45 Exhibit A Pg 1 of 8
EXHIBIT A
WEBSTER CAPITAL INC.sM
MASTER LOAN AND SECURITY AGREEMENT NO. 65660
LeNDER: WIOBSTER CAPITAL FINANCE, INC.
3 Farm Glen Blvd
Fannlnglon, CT 06032
In cons1de1'Bt1on of !he m\IIUBI covenants set forth rn thrs Agreement,
and mtend1ng to be bound, lender and Borrower agree as follows
1. BORROWINGS; TeRM. It Is the tntenHon of Lender lind
Borrower that, fi'Om time to Ume, Borrower Shall execl.lle m favor of
Lender one or more attael'lmenrs hereto. eacnto evidence an adalhOnal
mdebtedness (each a "Loan) owed by Sorrower to Lender Each such
atlachment shall be a loan Schedule C'Schedule'? The approval of any
Losn, and the 1ssuance or any Scheelule 1s subJect to Lende(s pnor wrttten
approval, the same to be granted or wllhheld at Lende(s sole and
exclusiVe dlscrebon Each Schedule shall mcorporate the tenns of th1s
Agreement by cefarence and &hall, In conJunctiOn herewrth, be deemed to
be a separately enforceable contraot.
This Agreement al'ld any Schedule shall be effecliva a11 to each
party on the date of elC8CUbon by that party The Agreement shall
oonUnue 1n effect such bme as all of the (as def1ned
below) hava been fuUy performed or di8Charged
2. GRANT OF SECURITY INTEReST. To secure the lUll
and bmely payment and performance of each and every debt, l1abrl1ty and
Obligation or any kind (colleclively, the "Obllgall0ns'1 wllld'l Borrower may
now or hereafter owe to lender, ans1ng hereunder, under any Schedule,
or under any other agreement. BcrroW$r hereby grants to LeMer a
sacunty 11\terest 1n (a) the goads, cnaltels, personal property and/or
fiXtures described m each Sehedule, together With ell replacements and
subslltutiO!tS lherefor and all accessones, attachments and
now or herearter affixed thereto (oollectlvely, the "Equ1pmentj, (b) all
proceeds (cash and non-cash), Insurance proceeds and any and all
leases, chattel paper, accounts, oontmct rights, rnstrunlenls, payment
1ntang1bles and general Intangibles anslng (heretofore or hereclfler) from
the sale, lease, rental or other drspos1bon of the Equrpment lndUdll\9 any
agreement prov!dllliJ the Equipment to a third party under a contract of
seiVIce {collectively, the "Proceeds") and {c) any Concurrent Payment or
secunty deposit g1van by Borrower to lender rn connection w1!h the
SCI'Iedule (A secunty deposit, If requ1red. shaft not bear 1nterest, may be
commmgled wrth other fUnds of Lender and shall be 1mmed1ately restored
bY BorroW$r f applied to any or the ObUgat,cns ) All Of the thrngs referred
to '" !hi& paragraph are referred to oolleohvely as the "Collaterar. Lender
shall not be obfrgated to release rts secunty rnt&rast 111 any of the
Collateral unbl eY OblrgattOI'S are In full Nothing oontalned 1n
II'IIS section, WJihout some exprass proVIsion elsewhere 1n th1s
Agreement. shall be Cleerned to aulhooze Borrower to sell, lease or
dispose ollhe Equ1pmant
3, REPRESENTATIONSANDWARRANTIES.
BORROWER HEREBY MAKES THE
REPRESENTATIONS AND WARRANTIES TO LENDER THAT SHALL
BE EFFECTIVE AS OF THE DATE HEREOF, AND SHALL ALSO SE
DEEMED CONTINUING AND EFFECTIVE AS IF RESTATED ON THE
DATE OF EXECUTION OF EACH SCHEDULE
(a) All represenlabOM$ made, and all finanCial and other
rnformahon lum1shed to lender (whether by or on bel1alf of Borrower)
were, at the Uml'l of de\rvery, true and correct. and none of them oontalns
any untrue &tatement of fact, nor de they omit any material fact necessary
to make the 1nformauon pro ... lded not mrl!leadm9 or m1srepresentabve of
Borrower and 1ls alfarrs Except as has been made known to lender n
wnbng, no matenal adverse e11ange m Borrower's or operatrng
cond1bon has occurred smce such nformabon was proVIded
(b) If Borrower I& not a natural person but 1s a corporaHon,
pannershlp, limited liability company or olher suell legal entrty (an
"Entity")
(1) rt rs duly organized, validly extSllng and rn good' standing
under the Jaws of state of
DATE:
BORROWER:
September28, 2010
DELTA PRODUCE, l P
20[)1 s. Laredo AOORES5:
C!TYfSTATEJZIP: San Antonio, TX 78201
(2) 11 I& duly qualified to do business m each Junsd!CIIon where
Its frulure to do so would have matenal adwrse effect on ols
operatmns or subject 11 to a penatty of any kind. and
(3) 11 has fuU power and authority to perform ItS obllgahons
under this Agreement, eael'l Schedule and any other document
executed m connection he!'ewlttl
(C) Borrower 1s not now 1n default under, nor shall Its
executon or this Agreement or any Schedule create e default under, any
losn agreement, mortgage, Ieese, diM!d of !rust or other
agreement by whiCh 11 or Its assels may be bound, nor 1s Borrower In
violation or any applu:able law, rule, regulabon or order, and no act1on or
proceed1ng which may matenally adversely affect Borrower, 1ts
operational or financoal cond1llon, lis assets or the Collateral Is penong or
threatened
(d) The person executing thiS Agreement, eaeh SCI'Iedule
and all related dowments on behalf of Borrower has been duly
authonzed by all necessary Entity and governmental action. and
Borrower's execution hereof and pelform811ce hereunder IS not
moonslstent Wllh Its certifrcate/Artlcles of lncorponshon or orgam;wbon, 1ts
Charter, BY laws, Operating Apreement, or 11ny law or governmental rule,
regulabon or order appltcable to Borrower
( 9) Borrower has 900d, IndefeaSible and merchantable title
to and ownership of the Equipment, free and clear of au hens and
encumbrances except those of Lender and/or the cla1ms of any panrutted
lhlrdparty lessee to use and possesSion of lhe Equipment
(f) The Federal Taxpayer ldenbf1caUon proVIded to
Lender is true and oorrect and 1& the current number rn force ror
Borrower
4. COVENANTS APPLICABLE TO BORROWER AND THE
COLLATERAL Borrower and lender agree that, at all limes dunng the
term of lhrs Agreement, the followmg proVISIOn$ shall be applicable
(a) Borrower Location. Borrower shall 11191nlaln and keep
11s prinCIPal place or busrness and Its chief eKecU!Iw office, as well as liS
records concem1ng the EqUipment, at the address set fortn above
Borrower may change Its taxpayer Identification number, or change any
Of the foregoJng locabons to a new localiOn Wlthrn lhe Unrted Stales, but
only rf It has g1ven Lender thirty (30) days' pnor wnlten nol!oe
(b) Maintenance and Use. Borrower, at 1ts own cost and
expense, stlall cause the Equipment to be mruntalned and preserved In
good condll10n, repair and working order, ordinary wear and tear
excepted, all 1n accordance with manufacturer's speCJfical1ons and
procedures, any applrcable Insurance requirements and any applrc:able
govemmenlaltaws, rules or regulatlornl
(C) Operators. Borrower shall perrmt the Equipment to be
used only by trained and competent operator& employed by Borrower. all
1n acccrdance wilh manufaclurer's specifications and procedures, any
applicable rnsurance requirements and any applicable governmental
laws, 11J!es or regulations
{d) Records. Sorrower, at lis own cost and expense, shall
ma1ntain or cause to be maintained m Enghsh all records, logs and other
materials requored to be ma1ntalned '" rB3pBCI or the Equ1pmant, and
shall promptly fumrsh or cause to be furnished to Lender such tnformallon
as may be reasonably requested by Lender.
(e) Inspection. The Borrower, at liS own expense, shall make
the Equipment, together wrth the records relative thereto, avaUBble tor
mspectlon by Lender, whiCh sflall be enbUed to. (1) tnspecllhe
I
I.
I
(m) oopy the relevant records, and (Ill} upon Borrower's default, demonstrate
the Equipment to thTrd parties at suCh locabon whe"' t may be located.
(f) No AccaRiions. Borrower shall not affix Of' permit the
Equ1pment to afflxed to real estate or to any other equipment or
goods.
(a) Lien Fees. Borrower agrees to pay or relmblli'Se Lemler
on demand for Its oosta and out of pocket expenses relating to any lien or
sunilar searches unCiertaken by Lender, or any filing, reoordmg,
regiStrabon, stamp fees or taxes arising from the filmg, registration or
reoordlog of any sUCh 1nslrumenl or statement and any other costs,
expen88$ Of' eharges mcurred by Lender m documenbng, administering
and termmatlng thls Agreement.
(h) Priority of Lender's Uen. Borrower shall reta1n use and
ownership of and keep the Equipment, free and clear of all hens or
encumbrances of any nature whatsoever Borrower will defend suCh Iitle
agamst the claim& and demands of all persons. BOITOwer Will faithfUlly
preserve and protect Lender's security 1ntenest In the Collateral and Will,
at 11s own cost and expense, cause said secunty 1nterest to be perfected
and corrtinued. and for sUCh purpose Borrower will, from t1me to lime, at
the request of Lender an(! at the expense of Borrower, make. eKecute,
acknOWiedjje, register, deliver, and file or record, or cause to be filea,
regrstered or recorded, in lt!e proper f1llng places, aU such Instruments,
documents and notices, rnclud1ng Without hmltat1on sucn
statements and contmualion statements, as Lender may deem necessary
or adVIsable Borrower WIU do all such other acts and things and make,
execute, acknoWledge and deliver all such other tnstruments and
documents, mcludrng wtlhout limitatiOn further agreements,
pledges, endorsements, aSSignments and notices, as Lender may deem
necessal)' or adVISable, from time to lime. 1n order to perfect and
preserYiil the J)l'lonty of sa1d secunty Interest as a flrst-pnority security
mterest In the CoUaterel.
(i) Risk of Loss: ln&urance Borrower shall lt!e
en!Tre nsk of loss of or damage to the Equipment and shaP noltfy lender
1n wnbng of any pending or threatened claim to, or lttlgatlon mvoiVIIlg, the
Equipment No event of loss shall ralfeve Borrower of the obtlgatton to
pay any Obligation or perform any of Its dulles hereunder. Borrower shall
1nsure the Equipment ("property msurance') aga1nst all nsks or loss In an
amount not less then the unpa1d balance of the applicable Loan SUCh
h1&urance shall procured through 1nsurera acoepteble to Lender.
Lender, 11s successors and ass1gns (as their Interests may appear) shall
be named as loss payee and the poliCies of property Insurance shall be
endorsed In favor of Lender, lllCilcat1ng that no action breach of policy
warranlles or oondillons shall1mpa1r or result m the cancellation or such
rnsurance as to Lender Borrower hereby assigns to lender all monies
Wh1Ch may become payable on aceount of property Insurance, 1nclud1ng,
without llmrtE!IIon, any relum of unearned prem1ums payable due to
Borrower directs the Insurer to pay same to lender.
BoiTOINer authonzes Lender to apply anY mon1ea related to property
Insurance to the balance due on the applicable Sclledule(s}. In the event
that such procaeds are lnsutflaent to pay the full balance, Lender may
hold the proceeds as a security deposit, wtthout Interest, commmglect With
other fund&, applymg same from lime to ttme U'l reduction of the
Obii1Jalrons eceor<11ng to the SChedule. BOITOwer Irrevocably appolrrts
Lender as Borrower's attorney-In-fact, ooupled with an Interest, wltl'l tun
power of substitution, during any continuing Event of Default, fer the
purpose of endorsing any draft or check payable under any policy of
property Insurance or any retum of unearned premiums Th1s power IS
delegable by Lender to an agent. Borrower shall also ma1ntaln public
liability Insurance fn an emount not less than $300,000 oo and, If so
reqUired by Lender, shall name Lender, 1ls successors and asstgns as
addrtKlnlll Insured with respect thereto 1n connection with the Equipment
Elnd 1ts use. With respect to both property 1nsurance and ltablhty
msuranca, evidence of Insurance or, at Lender's discretion, actual
policies or 1nsurance shaD be to Lender. POl1aes shall provide
that they msy net be materially altered to Lender's detnment, cancelled or
nonranewed wtlhout thirty (30) days' written to lender. Insurance
shaU be mamtarned in aooordance wt!h this paragraph so long as any of
the Obligations remalll$ unpaJd or unpelforrned.
U) Return Upon Default. Upon the occurrence and during
the oonflnuatron or eX!Stance of any Event of Default, Borrower shall.
promptly upon demand by Lender, assemble the Equipment and all other
Collateral and make it av::ulable to Lender at the place or places
reasonably designated by Lender The nght Of Lender to have the
Collateral assembled and made available to 1t IS of the essence of this
Agreement and Lender may, at election, enrorce such right by an
acbon ror specific perfonnanca.
(k) Hold Harmless. l.ender shalll'lave no duty to collect or
protect the Collateral or any part thereof beyond exerctStng reasonable
care In the custody of any Collateral actually In the possession of Lender
(I) Financial Records. Borrower shall maintain a system or
aceounts reasonably acceptable to Lender and shall, wltllln 120 days of
the end of each fiscal year, deliver to Lender flnsnctaJ statement$ In such
rorm as Lender may require. Borrower shall deliver suCh other flnsnaal
information m such ronn, content and frequency as may reqUire
and Borrower heneby grants to Lender the rtght to examine end aud1t the
books of the business of Borrower at any reasonable tune, to make
cop1es thereof and to converse wrth Borrower's officers. employees,
agents and Independent
If Borrower falls to observe or perform any of the Obllgabons,
covenants or agreements cont<uned 1n this Agreement. Lender may, m
add1Uon to any other remedy, take whatever achon IS deemed necessary
to remedy such failure Should such ad1on require the expenditure of
monies to protect and preserve Lender's nterest 1n lt!e EqUipment
(Including but not hm1ted to procurement of rnsurance, payment of
1nsurance premiums, repaJrs, storage, transportabon, removal of 11ens,
etc ), the amount of such expenditure shall baoome one of the
Obligations due and payable on demand With Interest thereon at the
lesser of 18% per annum or the highest rate slOwed under appiJCBble Jaw
until repaid. In particular, yet Without hmltatiOn, Should Borrower fall or
cease to provrde any Of the required Insurance coverage, Lender may,
but shall not be obfigated to, obtain coverage rrom any mslllilnce
company selected by Lender ror part or all of the term of any SChedule tor
such period dunng and beyond the tenn as required by the 1nsurance
company ISSUing suCh coverage protecting 1ntenests of Lender and
Borrower, or the mterest of Lender only If Lender takes any actron
described In thts paragraph, Lender shall not be IIBble to Borrower for
of any natura whatsoever.
5. l.IMITATION OF LIABILITY: INDEMNIFICATION, Lender
shall not be liable for any Indirect, spacial or consequential damages
resulbng from or ans1ng out of, or alleged to anse out of, this Agreement
or any breach hereof, nor shall Lender be liable for any direct, indirect,
special or consequential damages or toss re$Uibng from or ansmg out of,
alleged to anse out of, the sale, financing, possession, delivery, non
delivery, lnstallaoon, use, operation, repossession, or dispos111on of the
Equipment or from any defects m, failures, malfunctiOns, reprurs,
or alterabons thereof (Cotlecllvely, the "lndemnlfted
Matters"). Borrower hereby indemmfies and holds Lender, its employees,
officers, directors and agents harmleS$ from and against any and au
cla1ms or su1ts (lndudlng, but not limited to those sounding In negligence,
strtct llablllty or any slmtlar doctnne, and patent or oopyright Infringement)
for any loss, damage, or m)ury sustained or allegedly su81a1ned by any
pel'$0n 1n oonned!on with the lndemnlfJec:t Matters and, m this connection,
shall pay the costs of all legal fees ancl all out of pocket costs and
expenses rncumed by lender This covenant or Indemnity shall conbnue
m full force and effect from the date of Borrower's execution of th1s
Agreement and Shall sUMve the expiration, performance, accelerahon, or
termination of this Agreement and/or any SchedUle
6. aYENTS OF DEFAULT. The oocurrence of any one or more
of the fOIIOWII'lg shall oonsutute an "Event of Default".
(i) The failure to pay any lns!allment(s} due
hereunder or under one or more of the Schedulas on the due O'ate
therefor;
(ii) The breaen of any term cownant, warranty or
representauon contained In thiS Agreement vA'uch 1s required to be
performed or observed by Borrower;
(iii) The failure of Borrower to pay any otner obligation
or perfonn any other material agreement to lender however erlsrng,
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(iv) With respect to the Borrower, the Eqwpment or a
subst!lnttal part Of Borrower's assets (A) an application 1s made by
BorrOI'Ier or any other pemon for the appointment of !I receiVer. trustee,
custodian, or assignee for the benefit of creditors. (B) a petillOn In
Bankruptcy or under any slmHar law 1s filed, (C) there IS a subJection to
sequesttabon, seizure, levy, writ or other process, or (0) tne
Equipment or the Borrower's assets come wrthln the possession of any
receiVer, trustee, custodian or for the benefrt Of creditors and, In
the case of any such action by any third party, the same IS not d1sm1ssed
Within sody (60) days or be1ng made or filed,
(V} Without the pnor wntten approval of l.ender (I) the
chan11e of or commencement ot. a reorganization, a remco!porallon. a
merger with any other entity or a change or Borrower's slate of principal
residence, if an Individual, or (11) the change or or commencement of a
change of Borrower's state of organization and/or ch1af execU11ve ofllee. 1f
an EnHty;
(vj) The death or JUdicial declaration of Incompetence of
the Borrower, ,fan Individual
(vii) The dwth or judiCial deotarat1on of mcompetence of
any lllaiVIdUal gu!lrantor or the occurrence of any event described 10
clause (IV) abOve With respect to any guarantor, whetner mdiVJdual ot
olheiWise:
(viii) Any attempted sale, d1s80iut1on or other d1spos1Uon
of {A) the ownership of Borrower if Borrower is a sole propnetorsh1p, or
(B) e controlling 1nterast m Borrower If BoiTOWI;!r Is ;,n Entity (as delmed
above),
(ix) There oecurs s matenar, adverse change rn the
flnancrar or operating condition of Borrower or that of any guaran1or,
(X) Borrower ceasee to conduct 1ts buSiness, or IB
enJOined, resifarned or In any way prevented by court order or other
precess or raw from conducting all or any material part of 1ts bus1ness, or
(Xi) Borrower's fallura to comply wrth the requirements
and restneuons or the fnsurancs provisions hereof, IT BEING AGREED
THAT THERE SHALL EXlST NO CURE PERIOD WITH RESPECT
THERETO EXCEPT AS LENDER MAY AGREE TO IN WRITING AT ITS
SOLE AND EXCLUSIVE DISCRETION
7. RIGHTS AND REMEDIES. If one or more Even!$ of Defaull
shall occur and be continuing the Obli(l!ltlons at the oplion of
Lender, ami withOut demand, notice or legal process or any kind, be
accelerated, and shall become rmmedlately due end payable, and lender
shall have suCh nghts and remedies in respect of the Collateral (or any of
1!) as ara proVIded to secured partle3 under the Umfotm Commemral
Code ("UCC'? as m effect 1n any junsdlcbon where any collateral may be
fountl, and such other rights end remedies 1n reepect thereof whrch It may
have at law or 1n equity or under th1s Agreement. 1ncludmg, but not llm1ted
to. the nght to
(i) apply any secunty depos1t or ConcuJrent Payment
amount to any amount then outstanding With or Without notrce to
Borrower,
(li) enter any locallon(s) where the Collateral Is located
ancl lake possesston of 11 without demand or notice and Without pnor
JUdiCial heanng or legal proceedrngs, whiCh Borrower hereby expressly
waiVes,
(iii) sell aB or any porbon Of the Collateral in the
possession of Lender at any broker"$ board or at public or pnvate sale,
YJI!h ten (10) days' prior wntten notrce to Borrower, at such time or
and In sUCh manner and upon auch terms, whether for cash or on cred1l,
as Lel'lder, 10 ds sole JUdgment, may determine,
(iV) requlre Borrower. at tl$ own expense, to assemble
the Collateral pursuant hereto and deliver it mmedlalely, free and Clear of
all liens, encumbrance' and rights of others, to a location specrfied by
Lender (all Collateral to be In the same condlbon as when delivered 1o
Borrower, ordinary wear end tear excepted),
( V) to reqwe Borrower to pay all expenses of any sale,
takmg, keeping and storage of the Collateral, and all costs, 1nclui;l1ng
without llmrtatrol'l, all actual attorneys' fees Incurred by Lender m 1ts
enforcement of the proVIsions of this Agreement, and
(vi) to apply the proceeds of sale to au expenses and
costs of repossession, storage. tnsurance, reltlrbrShment and d1spos1tion
of the Collateral, ilnd any balance of such 1owal'd the payment
of the Obligations In such order and manner of appllcai!Qn as Lender
may, from time to orne, elect {and Borrowar shall be liable to Lender for
any deficiency}.
To the extent permitted by applicable law, from and after the
occurrence of an Event of Default under tha Agreement ll!ndlor the
Schedule, and/or after maturity {whether by acceleration or
interest on the outstanding principal balance shllll be
recaiCillated at a rate of Interest equal to the Default Rate.
Borrower aCknOwledges !hat one or more remedies available at law
may be to protect the Interest$ of l.ender 1n the event that
Borrower VIOlates the tenns of secUon 6(VJII) above, and hereby
confesses and agrees that Lender shall, In such event. be entltlea to aeek
inJunctive rehef (perm1sslve or otherwise) w11h mpect to, specific
performance of, or any other s1milar equrtable remedy necessary to
remedy and undo a V!Oiallon or such provision
In addrbon to the forego1ng, should Lender not have made full and
rrnal advancement of funds to or for the benefit of Borrower as
contemplated hereby, Lender's obhgatron to make such advance$ shall,
as between Borrower and lender, Immediately terminate without further
notice to Borrower. Borrower, however, shall Indemnify and hole! Lendet
harmless tn connection With any obligatiOn to make advances theretofore
1ncurrecl by lender tn connection with eny Schedule
No remedy referre<l to m th1s Section IS Intended to be exclusive, but
each shall be cumulative and m add1bon to any other remedy referred to
above or otherwise available to lender at law or rn equ1ty. The exercise
or beg1nnmg or exercise by Lender of any one or more of suCh remed1es
shall not preclude the s1rnultaneous or later exercise bY Lender of any or
all such other remedies and all remedies hereunder shaft SUfVIve
termtnatron of this Agreement en elf or the Schedule.
8. GOVERNING LAW AND LEGAL MATTERS.. THIS
AGREEMENT SHALL BE BINDING UPON LENDER ONLY WHEN
RECEIVED, ACCEPTED AND EXECUTED BY LENDER IN THE STATE
OF CONNECTICUT, AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT (WITHOUT REGARD TO ITS CONFLICTS OF LAW
RULES), AS WELL AS THE lAWS OF THE UNITED STATES OF
AMERICA, TO THE EXTENT THAT THEY PREEMPT OR SUPERSEDE
STATE lAW. BORROWER CONSENTS TO THE JURISDICTION OF
ANY FEDERAL OR STATE COURT IN THE STATE OF CONNECTICUT
WITH RESPECT TO ANY LEGAL ACTION COMMENCED
HEREUNDER, HOWEVER, NOTHING CONTAINED HEREIN SHALL
PRECLUDE LENDER FROM COMMENCING ANY ACTION IN ANY
COURT HAVING JURISDICTION THEREOF SERVICE OF PROCESS
IN ANY SUCH ACTION SHALL BE SUFFICIENT IF SERVED BY
CERTIFIED MAIL RETURN RECEIPT REQUESTED.
BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE
TRIAL BY JURY IN ANY ACTION BY OR AGAINST LENDER OR
BORROWER IN CONNECTION HEREWITH, IN CONNECTION WllH
THE COLLATERAL OR OTHERWISE. BORROWER
ACKNOWLEDGES THAT THIS AGREEMENT AND ALL SCHEDULES
ARE EXECUTED IN CONNECTION WITH A COMMERCIAL
TRANSACTION. BORROWER HERESY WAIVES SUCH RIGHTS AS IT
MAY HAVE TO NOTICE AND/OR HEARING UNDeR ANY APPLICABLE
FEDERAL OR STATE LAW INCLUDING, WITHOUT LIMITATION,
CONNECTICUT GENERAL STATUTES SECTIONS 52278a, EQ,
AS AMENDED, PERTAINING TO THE EXERCISE BY LENDER OF
SUCH RIGHTS AS lENDER MAY HAVE INCLUDING. Wll"HOUT
LIMITATION, THE RIGHT TO SJ:EK ANY REMEDY OR COMBINATION
OF REMEDIES THAT ENABLES LENDER BY WAY OF ATTACHMENT,
FOREIGN ATTACHMENT, GARNISHMENT OR REPLEVIN, TO
DEPRIVE BORROWER OR ANY GUARANTOR OF, OR AFFECT THE
USE OR POSSESSION OR ENJOYMENT OF THE BORROWER'S
PROPERTY PRIOR TO THE RENDITION OF A FINAL JUDGMENT
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AGAINST BORROWER SORROWER FURTHER WAIVES ANY RIGHT
IT MAY HAVE TO REQUIRE LENDER TO PROVIDE A BONO OR
OTHER SECURITY AS A PRECONDITION TO OR IN CONNECTION
WITH />Nf PREJUDGMENT REMEDY SOUGHT BY LENDER, AND
WAIVES ANY OBJECTION TO THE ISSUANCE OF SUCH
PREJUDGMENT REMEDY BASEO ON ANY OFFSETS, CLAIMS,
DEFENSES OR COUNTERCLAIMS TO ANY ACTION BROUGHT BY
LENDER No mteratate ac!Mty, including any actMty on the mternet or
1n eny s1mllar medium, shall serve to confer JUnsdlcllon over Lender In
any forum to the conlraty of thiS paragraph.
9. SEVERABILITY. The provlsions of this Agreement are
mtended to be severable If any provision of thn; Agreement shall be held
mvalld or unanfon:eable, In whole or In part. 1n any JUri$diCtlon. such
proVISIOn shall, as to such JUrisdiction, be Ineffective to the el<tent of suCh
mvalld1ty or unenforceablllty without In any manner affectmg the validity or
enforceability thereof in eny other jurisdiction or the rema1mng proVISIOns
hereof 1n any JUrisdiction
1 0. FURTHER ASSURANCES. At the request of Lender,
Borrower will do tha follOWing; (1) execute any wntten agreement or do
any other acts necessary to effectuate the purposes and proVIsions of thiS
Agreement, mcludmg, Without Umltatlon, obtain and deliver wawers, in
form acceptable to Lender, ftom any party clalmmg (or who, In the opinion
of Lender, may cta1m) eny mterest '" any of the EqUipment and (II)
execute any Instrument or statement or make any reglstrabon reqUired by
law or othe!Wise 1n order to create, preserve, protect, perfect and
continue the pnonty of Lender's interests m the Collateral under eaCh
Schedule and/or this Agreement, or termmate the secunty 1nterest of
Lender In the Collateral Without limiting the foregoing and without
limiting any power otherwise granted to Lender hereunder,
Borrower hereby authorlz&s and Irrevocably appoints Lender a'
Borrower's attorney-In-fact, coupled with an Interest, with full power
of substitution, to apply for motor vehicle docum11nts With Lender's
lien noted thereon, to execute and file such UCC financing
statements and motor vehicle title documents In all plae(!s where
necessary to perfect or continuo Lender's or any assignee's security
interest In the Collateral or to obtain repossesshm title certificates .
'rhis power Is delegable by Lender to an agant Where any Collateral
1s 1n the possession of a third party, Borrower shall join With Lender 10
not1fymg the third party of Lender's secunty Interest and obtalnmg an
acknowledgment from the third party that It Is holdmg the Collateral for
the benefit of Lendar In add1t1011. Borrower shall cooperate With Lender
in oblamlng control of Collateral consisting of deposit aocounts,
lnves!ment property, letter of credit rights and/or electroniC chllttel paper.
11. ASSIGNMENT. Lender may ass1gn thiS Agreement and Its
nghts hereunder, or eny Schedule, In whole or 1n notice to
Borrower, and Borrower hereby con$ellls to such assignment; Lender's
ass1gnee may reaSSign same without notice to Borrower and Borrower
agrees to execute and delrver such documents as any ass1gnee may
reaeonably request In connedlon With SIJCh aSSignment Each asSignee
shall have aD the rights but none of the obligal,ona of lender under this
Agreement, and Borrower shall, upon receipt or proper nobce thereof,
recognize eadl such SSSignment and shall accept and compJy With the
dll'ectlonS or demands g1ven In wnllng by any such ass19nee to the extent
that they do not with the Ierma hereof. Borrower shBII not a8$ert
ag!llllSt the asSignee any defense counterclaim or setoff that Borrower may
have aga1nst Lender However, nothing here1n snail reReve lender from Its
obllgat1011a to Borrower ""reunder Once assigned, tn1s Agreement may not
be amended Without the wntlen consent of the Upon any
ass1gnment of thiS Lender or !Is ass1gnee may record any
instruments necessary to cany out the assignment. For purposes of
perrectJon Chattel paper by any assignee hereof under the UCC,
pos5eSS10n Shall be deemBd to occur upon such assignee's taking or a
certified copy or thiS Agreement along with the sole original of the Schedule
represenung the Loan being assigned.
12. LENDER TERMINATION. In the event that' (I) Wltl'lm 75 days
of the Approval Date shown on the relevant SChedule (or suCh later date
as lender may agree to in wnMg, from t1me to bme), fUll and final
advancement of fUnds shall not have taken place 1n connectiOn With any
Schedule ("Final Advancement"), or (u) pnor lo Final Advancement, any
event wh1ch constitutes an Event of Default hereunder has occulTed (It
bemg expressly agreed that, for purposes of this section, Borrower shall
have no light to cure with respect thereto), then Lender may Immediately
termonale (x) eny obligation It mey have to make any further
advancements of funds, as well as (y) any commitment Issued 1n
the!ewllh, without in any way waiving any righw it may have to
repayment of amounts pre\llousty advanced and/or othetwlse due
hereunder.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be
binctmg upon Lender, Borrower end their respeclive successcua end
permitted assigns, except thai Borr0\N8r may not !I8$1Qn or transfer any of
1ts nghls or obligations or any Interest herein or In the Stheclule(s) wrthout
the consent or Lender. In addition, this Agreement shall mure to the
benefit of Lender. Borrower and their respective successor& and
permitted assigns except, howewr, that no assignee of lender shall be
enbtled to any of the benefits of the Additional Collateral pmvls1ons of
Secuon 2 above unless such assignee takes Lender's pOS!Uon In two or
more or the Schedules ex8l:Uted hereunder, 111 which case the asslgnee
takes the benefit thereof only to the el<tent the same applies to and
among the SChedules taken by assignment Unless othelWISe requuad by
1ls context, the word "Lender', where usBd In thlli Agreement, shall mean
and 1ndude the holder of the Schedule originally 1ssued to Lender, end
tne holder of SUCh Schedule shall have the benefits of th1s Agreement to
the same degree as tf sUCh holder had been a signatory hereto
14. MISCELLANEOUS. No delay or ralure on the part of Lender
1n exei'C!Sing any nghl, remedy, power or privilege hereunder shall
operate as a wa1ver thereof or of any other right, remedy, power or
pnVIIege of Lender hereunder or eny Instrument or Instruments now or
hereafter evidencing the Obligations; nor shah any $Ingle or partial
exerc1se or any such right, remedy, power or privilege preclude any other
or further exercise tnereof or the exercise of any other right, remedy,
power or privilege. The rights end remedle& of lender under this
Agreement are cumulabve and not exclusive of any rights or remedies
which It m1ght otherwise have Neilher !he deliverY or th1s Agreement. any
Schedule nor any other document to Borrower by Lender shall be
constl\.led as an olfar to lend money. See the Schedule lor a discussion
of the ract that the credit approvalundar1Y!ng this Agreement IS not open
ended. BORROWER ACKNOWLEDGES THAT TIME IS OF THE
ESSENCE IN THE PERFORMANCE OF THE OBLIGATIONS THIS
AGREEMENT AND ALL SCHEOULES ATIACHED HERETO CONTAIN
THE ENTIRE AGREEMENT BETWEEN LENDER AND BORROWER,
and no modlf1C8tlon of thl$ Agreement or any Schedule shall be effective
unless In writing and executed by an execut1ve officer of Lender If more
than one Borrower rs named In this Agreement the liability of each shall
be JOint and several All section headings oontalned m !h1s Agreement are
for convenience only, and shall not in any way llmH or affect the mesmng
or scope of this Agreement or rts provisions Any conmct between this
Agreement ami any Schedule shall be resolved In favor or the Schedule
Borrower agrees that a photocopy of thiS Agreement when attached
to any UCG-1 statement or s1mdar document, shall be elllflclent
&VIdence on which any third party meY rely for eVIdence of Lende(s
authority to executa financing statements and Similar documents on
Borrower's behalf, and undertake eny act permitted hereby erther for rts
own benefrt or on behalf of Borrower (sUCh as refreshing
Information or acting pursuant to a power of attorney)
Lender may, from time to tune. by VIrtue of Its ongoing re!abonSh1ps
Wlth equ1pment vendors, obtain favorable payment terms which are not
ava1labte directly to equipment purchasers such as Borrower To the
extent that any suCh favorable payment terms are obtained on any giVell
Loan, they assist Lender In keeping Interest ratas down. thus benefiting
Borrower indirectly. Lender may, from time to time, pay referral fees to
equipment vendors 1n exchi!lnge for sates leads
Borrowar and Lender expressly agree that no third party has acted
as agent for the other In connection With lhls Agreement cr any
transaction entered Into hereunder eXJ;;ept as otheiWise expressly agreed
and acknowledged by both parties hereto In wrrtmg.
15. NOTICES. All notiCes or demands required or permitted under
this Agreement shall be In writing and addressed to the attentiOn of the
Intended at the address shown above, or such other address as
shall be made known to the other In wntlng In accordance Wllh the
provisions Of thiS paragraph. Any such notice ar demand shl'lll be deemed
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received upon the sender's rececpt of written aCknowledgment from the
recipient or, 1n the absence thereof, as follows. (i} Immediately upon
receipt, (11) upon ccnfinnatlon of delivery by commerCial ovem1ght couner,
or (m) (ab3ent a retum of the 1tem) on the fifth day after betng deposited tn
the United postage prepaid, and class1fled as certlfied mall,
retum receipt requested
BY EXECUTING, SIGNER REPRESENTS TO LENDER THAT -IF
THIS DOCUMENT HAS BEEN FAXED BEFORE I SIGNED IT (1) IT IS
COMPLETELY LEGIBLE TO MY SATISFACTION, AND (2) LENDER (BY
THIS STATEMENT) OFFERS TO PROVIDE ME WITH A CLEARER
COPY, WHICH I HAVE DECLINED REGARDLESS, Lender may require
that a clearer copy be executed pnor to funding
IN WITNESS WHEREOF, the partie$ hereto, by part1es thereunto duly authonzed and Intending to be legally bound hereby, haw executed and delivered th1s
Agreement as of the date first above wntten.
BORROWER: DELTA PRODUCE, LP.
BY DELTA PRODUCE MANAGEME
PARTNER//
BY.
Walter Scott J ns
TITLE Manag
STATE OF
COUNTY OF ) SS:
By.
(Name)
(T1Ue)
on this ..30 day of 2010, before me a notary public the undersigned officer, Walter Scott
Jensen, Manager of Della Produceanagement LLC. personally appeared, known to me (or satisfactorily proven) to be
the person whose name Is subscribed to the within Instrument and acknowledged that he executed the same for the
purposes therein contained.
In witness whereof I hereunto set my hand and official seal.

My commission expires: q {?t..-/ IJ.-
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GENERAL PARTNERS CERTIFICATE
The undersigned, as General Partners of the General Partnership referred to below, do hereby represent and certify the
following:
1. Delta Produce, L.P. (the "Entity') Is a General Partnership formed and In good standing under the laws of
the state of Texas.
2. The Entity has the power to enter into the lease, loan agreement, promissory note and security
agreement or other such document(s) in connection with which this Certificate is supplied (the "Contract"), the
undersigned have taken all internal actions necessary to authorize the execution of the Contract on behalf of the Entity,
and entering into the Contract does not violate the Entity's General Partnership agreement, intemal rules or by laws nor
any statute, rule, regulation, ordinance, obligation or indenture by which the Entity is bound.
3. Each of those persons signing below affirms that all of them, as a group, constitute all of the General
Partners of the Entity, and that WALTER SCOTT JENSEN acting in his/her capacity as Manager of DELTA PRODUCE
MANAGEMENT, LLC, the GENERAL PARTNER have authority (and/or the power to delegate the authority) to execute
and deliver the Contract in the name of the Entity, and to take any action which may be necessary or appropriate In
connection therewith including binding the Entity to the Indebtedness described therein and in pledging assets of the
Entity. The undersigned acknowledge that future schedules may be executed in connection with the Contract, that the
person(s) executing the Contract in accordance with this paragraph has authority to bind the Entity in connection with
future schedules, and that the party to whom this certificate is provided (the "Recipient") may rely upon the authorHy of
such individual(s) to bind the Entity until written notice of the modification, rescission or revocation of said authority has
been delivered to Recipient.
EACH OF THE UNDERSIGNED HAS EXECUTED THIS CERTIFICATE IN AN EFFORT TO INDUCE THE RECIPIENT
TO GRANT CERTAIN FINANCIAL ACCOMODATIONS TO THE ENTITY. IN CONNECTION WITH SAID ACTION,
EACH PARTY HAS DONE EVERYTHING NECESSARY TO INVESTIGATE THE METHOD AND MANNER OF
EXECUTION OF THE CONTRACT. THE SAME HAS BEEN EXECUTED BY ANY AND ALL REQUIRED AUTHORIZED
SIGNATORIES. EACH OF THE UNDERSIGNED UNDERSTANDS THAT HE/SHE MAY BE ASSUMING PERSONAL
LIABILITY BY PROVIDING INCOMPLETE AND/OR MISLEADING INFORMATION, OR BY MAKING FALSE
STATEMENTS ON THIS CERTIFICATE.
IN WITNESS WHEREOF, we have executed this Certificate this)._f!. day ot.5i:/ll1tllrt?, 2010.
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MEMBER CERTIACATE
The undersigned, being all of the Members of the limited partnership referred to below, do hereby certify as follows:
1. Delta Produce Management, LLC (the "Entity') is a limited liability company formed and In good standing
under the laws of the State of Texas .
2. The Entity, as general partner of Delta Produce, L.P .. , a limited partnership (the "LP"), has determined that
it is in the best interest of the LP to enter into a certain loan/lease arrangement with Webster Capital Finance, Inc.
("WCF"). In connection with same, the undersigned have taken all necessary internal actions authorizing, and the
Entity has the power to authorize (in part) the LP to enter into the lease, loan agreement, promissory note and security
agreement or other such document(s) In connection with this which the Certificate is supplied (the and
making such authorization does not violate the Entity's partnership agreement, membership agreement, internal rules
or by-laws nor any statute, rule, regulation, ordinance, obligation or indenture by which the Entity is bound.
3. Walter Scott Jensen, manager of the Entity Is authorized to execute and deliver a partner's certificate
authorizing the LP to enter into the Contract and to take any action which may be necessary or appropriate in
connection therewith including pledging assets. The undersigned acknowledge and agree that future schedules are
intended to be executed in connection with the Contract and certify that the party to whom this certificate is provided
(the "Recipient") may rely upon the authority described herein until written notice of the modification, rescission or
revocation of said authority has been delivered to Recipient.
ve executed this Certificate, this _d-ay of .5'e/'%i1i/4f!,201 0.
SS
On thla i,5() day of 2010, before me a notary public the undersigned officer. personally appeared
Walter Scott Jensen known to me or satisfactOrily proven) to be the person whose name Is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
In wl'[l'lss of I hereunto set my hand and official seal.
By:
NotllfYiic
My commlaslon expires: q /l 't /21) 11-
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12-50073-lmc Doc#119-2 Filed 02/28/12 Entered 02/28/12 16:03:45 Exhibit B Pg 1 of 3
EXHIBITB
Loan Schedule No. 01
LOAN SCHEDULE
THIS LOAN SCHEDULE (the "Schedule"), dated September 28, 2010, by and between DELTA PRODUCE, L.P. ("Borrower") and VVEBSTER CAPITAL
FINANCE, INC. C'Lender") is Issued pursuant to Master Loan ant! Security Agreement No. 65660 dated september 28,2010 {the "Aareement"), the
terms and conditions of wliich are incorporated herein and made a part hlireof by reference. (Terms used herein as proper terms yeT which are not
defined herein, shall have the meanings ascribed to such terms in tile Agreement .
To secure payment and performance of all ObUgathms ami indebtedness of Borrower to Lender contained herein lind in the Agreement. Borrower
hereby grants to Lender a security interest in the goods, personal property andfor fixtures (the "Equipment") set forth below, together with ail
accessor1es, attachments, and accessions now or hereafter affixed thereto, and all substitutions, proceeds, insurance proceeds, and replacement5
thereof, plus any and all chattel paper, accounts, contract rights, payment Intangibles and general intangibles ar1sing from the sale, lease, or other
d1spos1t1on themof. Effective ypon Borrower's execution of this Schedyle Borrower authorizes Lender to me. on one or more occaSions. a UCC
financing stalementflll relating to eauipment or goods for whlcb Lender has been asked to consider providing financina on behalf of Borrower [whether
under !h!s Scbedyle or another sch!!d\l!e, whether under the Agreement or another loan or leas!!! I!Qreementl. as well as any goods Wblcb may be
pledged to Lender as collateral with respect thereto Lender agrees to promptly term1nate any such ftnancmg statements filed pursuant to the preceding
sentence with respect to finanCing considered for equlpmentfgoods that are not ultimately financed by Lender.
Equipment Descrlpbon. One (1) New 2011 Peterbilt Model386 Truck Tractor V!N: 1XPHDP9X5BD122377 and any and an acce:;;sorles.
accessions, substitutions. replacement parts, replacements, attachments, proceeds and 1nsurarn:e proceeds.
Equipment Location:
Vendor/Seller:
Approval Date:
[NOTE: serial numbers, if not shown above. may be reflected on a Serial Number Addendum.]
2001 S. Laredo, San Antonio, TX 78207
Rush Truck Center, San Antonio, 8810 IH 10 East, San Antonio, TX 78220.
July 19, 2010
FOR VALUE RECEIVED, Borrower prom1ses to pay to the order of Lender, the principal sum of One Hundred Nineteen Thpusand Six Hyndreg
Nineteen Qollars and TWentv Cents C$119.619.2ID, together with Interest on the portion themof outstanding from time to time. The date upon which
Lender advances funds in comec!ion with this Schedule IS called tha "Advancement Date. lnstallmenta (as described below) shall be payable In
arrears commencmg on the First Payment Due Date, or such tater date as Lender may Indicate below as the Commencement Date. (As used herein,
the term "First Payment Due Date shall mean: (1) the first day of the month Immediately succeeding the Advancement Date, If the Advancement Date
falls on any of the first fourteen (14) calendar days or a month, or (II) the fifteenth (15th) day of the month Immediately succeeding the Advancement
Date If the Advancement Date IIliis on any calendar dey of the month later than the fourteenth (14th) day of a month.) Such Installments shall continue
on the same day of each and every month thereafter until the Lo11n is paid In full. Borrower shall make forty-eight consecutive payments of principal
and interns! as follows: forty.efqht payments, each In the amount of Two Thousand Eight Hundred Flttv-Fiye Dollars an(! Thirty-One Cents
!$2.855.311 All amounts coming due hereunder shall be paid In U.S. funds drawn on a United States tlnanclallnstllutlon.
TIME IS OF THE ESSENCE and if any paym!lnt Is not made In full within ten (10) days of Its due date, a late charge of five percent (5%) or the
amount past due shall automaUcally become payable by Borrower, but in no event shall any late fee exceed an amount determined In strict accordance
with any state or federal statute applicable hereto. Lender shall have no obligation to accept any payments hereunder not accompanied by all
outstanding late payment fees. Borrower acknowledges that the late payment fee Is not Imposed as a charge for the use of money, but to petmlt Lender
to offset 1ts adm1mstrat1ve expensas and other costs Incurred in dealing with loans not paid on time. The late payment fee Is in no way mtended to be
nor shall I! be deemed to be an Interest charge. In the event of 11 default under this Schedule or the Agreement, this S(;hedule Shall become Immediately
due and payable.
NOTWITHSTANDING ANYfHING CONTAINED IN THE AGREEMENT TO THE CONTRARY, BORROWER'S VIOLATION OF OR FAILURE TO
COMPLY WITH THE INSURANCE PROVISIONS OF SUBSECTION 4(1) THEREOF SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT
THEREUNDER WITH NO CURE PERIOD EXCEPT AS LENDER MAY THEN AGREE TO IN WRITING.
The Agieement provides that In th& evant that Borrower fails or ceases to provide any of the required Insurance coverage, Lender may obtain
coverage for part or all of tile term of this Schedule. The Agreement further provides that Borrower shalt be fully msponslble for the cost of any such
Insurance. Borrower agrees that, promptly upon demand by Lender, It shaD reimburse Lender for the COlliS of any such Insurance, plus an administrative
fee {not to exceed the maximum allowed by law) of 10% of such costs. If Lender chooses not to procure Insurance In this manner, LENDER MAY, IN
ORDER TO COVER COSTS ASSOCIATED WITH BoRROWER'S NONCOMPLIANCE, ASSESS AN ADMINISTRATIVE FEE OF $50 PER MONTH EACH MONTH OR PART
THEREOF DURING WHICH EVIDENCE OF THE INSURANCE REQUIRED BY THIS AGREEMENT IS NOT PROVIDED.
UPON THE OCCURRENCE OF AN EVENT OF DEFAUlT AND ANY RESULTING CALCULATION OF THE AMOUNT DUI! AND PAYABLE HEREUNDER, BORitOWER
SHALL BE OBUGATED TO PAY TO LENDI!R AN AMOUNT EQUAL TO THE SUM OF: (1) ALL ACCRUED BUT UNPAID INSTALLMENTS COMING PUE PRIOR TO THE DATE OF
SUCH PAYMENT, PLUS AU. ACCRUED LATE CHARGES ANO OTHER AMOUNTS THEN DUE AND PAYABLE HEREUNDER AND UNDER THE AGREEME:NT, (11) THE:
OUTSTANDING PRINCIPAL BALANCE (LESS ANY AMOUNTS OF PRINCIPAL BEING PAID PURSUANT TO THE PRECEDING CLAUSE (1), AND (UI) AN'f TAXES AND OTHER
AMOUNTS THEN ASSESSABLE PURSUANT HERETO OR TO THE AGREEMENT. IN ADDITION, TO THE EXTENT PERMITTeD llY APPUCABLE LAW, FROM AND AFTER THE
OCCURRENCE OF AN EVI!NT 01' DEI'AULT UNDER THE AGREEMENT AND/OR THIS SCHEDULE, WHICH EVENT IS NOT CURED WITHIN ANY APPUCABLe GRACI: PERIOD
AND WHICH RESULTS IN LENDER DECLARING THC SUBJECT ACCOUNT(s) IN DeFAULT, INTISRfST ON THE OUTSTANDING PRINCIPAL BALANCE SHALL BE
RECALCULATI!D AT A RATE OF INTEREST {THE ''Default Rate") EQUAL TO THE LESSER OF: (A) EIGHTEEN PERCENT (18%) PER ANNUM, OR (B) THE MAXIMUM
RATE OF INTEREST ALLOWED BY 1\PPI.ICABLE LAW.
Notwithstanding anything contained herein or In the Agreement to the contrary, It Is the Intention of Lender and Borrower that Borrower be
allowed to prepay the Loan evidenced by this Schedule. ANY SUCH PREPAYMENT SHALL BE ACCORDING TO THE FOLLOWING TERMS: The
Loan may be prepa1d, 1n whole only, prior to 1ts stated matunty, by tendering to LMder payment In good funds of an amount equal to the sum
of: (l) all accrued but unpaid interest. late charges and other amounts p!!yable or assessable under the Agreement or the Schedule, (ll) the outstanding
principal balance of the Loan (tile "Principal Balance"), and 011) a prepayment premium equal to 2% of the remaining pr1ndpal balance for year one of the
term of the loan, 1% of tile remaining principal balance for year two of the term of the Loan. During years three through four of the term of the Loan, no
prepayment premium wm be assessed (As used herein for the calculaUon of Jhe prepayment premium, any partial year shaH be counted as one full year
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for purposes hereof. I Ally casualty ross to the Equipment which results in the applfcalion of a lump sum payment in reduction of the principal balance
outstanding under this Schedule at any tune (whether the casualty loss 1s a total or partial loss, and whether or not covered in whole or in part by
Insurance, as required). shaD for all purposes cons!ltute a prepayment hereof, which shall be subject to the tenns ofthls paragraph.
Lender and Borrower Intend to conform to applicable usury laws and any interest or other amounts payable under this Schedule shall, If
necessary, be subject to reduction to the highest amount not In excess of the maximum nonusurious amount allowed under such usury raws. In the
event lender ever charges, receives, takes, collects, reserves or applies as Interest any amount in excess of the maximum laWful rate allowed by law,
such amooot wh1ch would be deemed excessive Interest shall be deemed a partial prepayment of principal and treated hereunder as such, and If the
Loan IS pard In full as a result thereof, any remaining excess shall promptly be paid to Borrower. In detennlnlng whether or not the Interest paid or
payable under any specific contingency exceeds the maximum laWful rate, Borrower and Lender shall, to the maximum extent permiUed under
appHcable law (a) charac!eTize any nonpnnCipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and
the effect thereof, and (c) amortize, prorate, allocate and spread the total amount of the Interest throughout the entfre contempllltecl tenn of the Loan, so
that the tnterest rate does not exceed the maximum laWful rate at any lime.
Lender shaH have the right to correct any patent errors In and to fm In any blanlts left In this ScheCiuiEt, In the Agreement or in any document
executed In connection therewith. Any conflict between the terms of this Schedule and the Agreement shan be resolved In favor of this Schedule.
Borrower and any and all others liable for all or any part of the Obligation evidenced hereby, severally waive presentlll$nt for payment, demand,
notice of nonpayment and demand, notice of default, noflce of Intent to accelerate, notice of acceleration, notice of protest. an11 notice of diShonor, and
agree that the time of payment hereof may be extended and any collateral given as security may be released, from time to Ume, one or more hmes,
without notice of such thereof and without further consent
In the event of commencement of suit to enforce payment or performance of this Schedule, Borrower shall pay Lender, In addition to the unpaid
amounts dve hereunder or under the Agreement, the expenditures incurred by Lender, Including, without limitation, attomey(s)' fees and court costs.
DEFAULTRELATED NOTICES: Lender and Borrower, as a matE!nal part of the consideration for this Loan, expressly agree that If one or more
Events of Default occur under the Agreement, under thlo or any other Schedule (before or after thiS one), and Lender sends written notice to Borrower of
the default or any related matter {Including, notice of public or private sale of any of the Equipment), then the provisions of the Agreement as they relate
to such notlce(s) wm be deemed automatically amended to omit the phrase '(absent a return of the Item)". As a result, any such notice shall (If otherwise
compliant with said provision, be deemed given on the filth day after being deposited In the Umted States mail, postage prepaid, and classified as
certified mail, return receipt requested, regardless of whether the Item Is later returned.
The delivery ofthls Schedule or any other agreement In connection herewith does not. absent express wording to such effect, constitute an offer to
lend money. The credit approval underlying this borrowing Is not perpetual and Is subject to expiry should the Equipment not be dellllil!"Eid to and
accepted In wrltrng by Borrower within seventy-five (75) (lays of the Approval Date shown above or If any event described In the secl!on of the
Agreement headed "Lender Termination occurs. In any such event, Lender's obligations to Borrower In connection herewith may cease In accordance
with said secUon of the Agreement. In additlon, If all items of Equipment are not delivered, lnstaQed anl1 accepted within thirty (30) days of the Approval
Date set forth above, Lender shall have the right to adjust the lntere5t rate upon which the lnstallrnent payments ehown abOve are based to reflect
tncreasel1 costs of fUnds.
THIS SCHEDULE HAS BEEN NEGOTIATED (E:ITHER TELEPHONICALLY OR IN PERSON) WITH LENDER AT ITS EXECUTIVE OFFICES IN
CONNECTICUT, SHALL BE MANAGED BY LENDER FROM ITS OFFICES IN CONNECTICUT, SHAlL HAVE PAYMENTS INVOICED BY LENDER
FROM ITS OFFICES IN CONNECTICUT, AND SHALL HAVE NO EFFECT UNTIL ACCEPTED BY LENDER AT ITS OFFICES IN CONNECTICUT.
THIS SCHEDULE SHALl BE GOVERNED BY AND CONSTRUED IN ACCORDANCE ""'TH THE LAWS OF THE STATE OF CONNECTICUT
WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. BORROWER HEREBY IRREVOCABLY CONSENTS TO PERSONAL
JURISDICTION AND VENUE IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF CONNECTICUT, AND HEREBY WAIVES ANY
CLAIM BORROWER MAY HAVE THAT SUCH COURT IS AN INCONVENIENT FORUM FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF THIS SCHEDULE OR IN CONNECTION WITH THE EQUIPMENT OR THE LOAN EVIDE:NCED HEREBY (EACH,
AN *ACTION"), WHICH IS BROUGHT AGAINST BORROWER, AND HEREBY AGREES THAT ALL CLAIMS IN RESPECT OF ANY ACTION MAY BE
HEARD OR DETERMINED IN ANY SUCH COURT. BORROWER FURTHER CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET
FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. Nothing contained herein is lnlencled to
preclude Lender from commencing any ACTION hereunder or relative hereto In any court having jurisdiction thereof. TO THE EXTENT PERMITTED BY
LAW, BORROWER WAIVES TRIAL BY JURY IN ANY ACTION.
Borrower agrees that Lender may send electronic mall or telephonic fax Information from time to time relating to products ancl/or services available
from Lender
Borrower hereby ratifies and affirms an the covenants and provisions of the Ag!"E!ement.
Borrower hereby represents to Lender lh<lt It Is a commercial, non-consumer borrower, that the Equipment wlll not be used for personal, family or
household purposes and, furthl!r, ratifies and affirms all of the covenants and provisions of the Agreement.
IN WITNESS WHEREOF, thts Schedule Is executed of 2010.
DELTA PRODUCE', LP. (BORROWER)
ADDRESS: 2001 S. Laredo, San Antonio,
TX78207
BY DELTA PRODUCE MANAGEMENT
PARTNER
ACCEPTED AT FARMINGTON CONNECTICUT
WEBSTeR CAPITAL FINANCE, INC. (LENDER)
(NOT AN INDORSEMENT)
BY:

(TJtle)
12-50073-lmc Doc#119-3 Filed 02/28/12 Entered 02/28/12 16:03:45 Exhibit C Pg 1 of 3
EXHIBITC
Upon Sflle of thrs whrcle, 1he rmrcliaF>er mu!'lt apply for a now title wrlhin ?0 work111q ctws LmiP.ss Hw
,;.... rlrf'hnr,r-rf 1 ...)' 'l llfihJ rt rv'l, tr 1",...1'{'1'1, tht: \'P-'1rf"!n \'Ifill ('"_'lnftnvo r"?'ffnt_:
.. (,..,,,.,,_;._J\inlt'{)IJo.dld;,.l. i
JIJ,,,,IIutlumllllullltlui,.!,. .. II,,.IJJ,I,,J J ml
WEBSTER CAPITAL FINANCE INC
3 FARM GLEN BLVD
FARMINGTON, CT 06032-1981
VLIIII.I.h IIJLNIII ICAIION NUMIJLt< YF/\fl MOflFC ,_MKr OF VR-.1'1 F uoov ()1Y1f
1XPHDP9X5BD122377 2011 PTRB TR
llllliOllC\JMCI<I NUMDI.A I}Al't:: nn F ICiStJFn
01501140449161659
MOOCL
MFO CNJAt llY
IN IONS
5
WlfiC,fll
17900
PR!'VIUUh OWNLH
RUSH TRK CNTR SA TX
OV1NF.R
DELTA PRODUCE LP
2001 SO LAREDO
SAN ANTONIO, TX 78207
X - -
Sf{}tMRJilf OF OWNF'R On AGFNT MUS I Bl: IN INK
NUM8E:H
RH3V63
OnttAWISE AUTIIORIWJ 0Y IJ\VI, IT A VIUIAIION OF lAW 10
THE NJ\I.E Of AI-IOTHER PffiSQN ON A CERnACATE OF TinF OR OTHERWISE <liV!: FAlSE
INfOJWAriON ON A C!"RTinGATr OF
O'AILOI LILfl 161 ti[NII"llOI rt
09/30/2010 WEBSTER CAPITAL FINANCE INC
3 FARM GLEN BLVD
FARMINGTON, CT 06032
111\TCOfUCN "'NO IIFNHOl OF-FI
SIO llrNHot.DUl
IT IS IICRf!JV GCRTli"IFD111AT Tllr Hf"R!:JN NN>Itl1 If. rHc OWNI=R
1 He VtHICI.c lb &UHJI rr Tn TI IEAflOVF
R I G II T S 0 F S U R Y I V 0 R S II I P A G R E E M E N r
WC lll!o I'Lf<UNS WI<IJ'_.,. blloNA I UHoh AI' PLAit lllHCIN III:RfBY A<li1CC
TWIT THF OWNrRSHIP Or 111 VfHJCLf OCSCI1111lll CJN 1HI<; rLHIIFIC AIF
<n lULL f-ROM THIS OAY FORWARO UE JOINTLY, AND JN nu:
t:Vl NT (JI Or/\lH \."'t /IJ>IY ur HtE" f'H&JNS NI\MFUIN lHf:
11-!f: U:Stii\LL VE-'1ol IN ..
DIESEL
1t,l UtN --
oA!r"--
4-.10 UtN 1-U!U:Aif:.E:O -- OATL __ _
1RO UH-1 AFI FAC\Fn
-LiiJF
-----
SIGNATURE nAlF
-----
SIUNTVnF.
bicJNATllAF
PO l'lO I AC,CEPT TITLE SHOWING ERASURE, AL TERI\TION, OFf MUTILATION
0
0
0
0
1
6
-
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Whenever you sell or t1ade m a w;hide, /JE< !HII o to proluct yourself by fi!ing V<!lhicle Tran!;fer
1\!otifiGation online ut orv Tl<:: H'IY(lV(><; yn11 rp<>r')r;hllt\ l::r f!lt;
f,p.nr n1qb' de lff'1
4
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Volt ow. v h.l\
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r .m 1>: 11' \1
1
.'!."1 ((I l ,, ,,, r: r !: .. :lt:.:afl. tr 1'1'1 lit'<.' ddc }OU Gl
fl<ida In m:t vehicle lo wmove- yuvr finbBit)f.
WHEN VEHICLE! I$ $OLD, TITLE HOLDER lliU&T ASSIGN ANO FUMNISH THIS TITLE, CURRENT LICENSE RECI!JPT, AND
SIGNED APPLICATION FOR TITLE (FORM 130.UJ INDICA 'riNG DA'1'1! OF SALE AND SAI.ES PRICE TO THI! PURCHASER WIO
MUST FILE APPLICATION WITH COUNTY TAX ASSESSORCOl.LI?.CTOR WITHIN 20 WORKING DAYS TO AVOID PENALTY.
I'EDERAL AND $'1'ATI' LAW R!:QUIR&:S THAV YOU STATE TilE IN CONN!iCrJON WITH THIE' TRANSI'IOR OF
OWNERSHIP, FAILURE TO COMPLETe OR PROVIDING A FALSE. STA.T.tMENT MAY RESULT IN 1"114ES AND/OR llllPRISONMENT.
r SiioOt __________ -'St.l!fJ ltp
I rPrltfy tCI the bi>s1 of my knowledge 111nr tho <Y.Iom"t"' wtrd<ng I& mi<>ag<" llf Uro veh<cle unlr' one or thP follow.nq
IJ 1 The mrleagP. slalod 1s in exr," of ts mPclwuc:al hmlt
--- rIIO'oltlLH 'i!tAtJINt (No rcoll>J - n i/ I hP Odlllll"ter ,.ndll1CJ not lhe WARNING (lDOMF.TE'A DISCRlPANCY
--
- Siqrmturt:t or SoNc;iA.oent r,.,n'cd N,"\mo (a.Jmc.
I oliO aware of tlrP allow odomelltl certrf1CBI1on made by Ow oolfar/ngont
.. ___ ------
>-

0
N.Jnu .. - -----.. ... ., .. __
1 cerbfy to be&! of my knowl<'dgP thallhe olumetel teddtnq actualln.f(>,lfJe of the unler. or)t" Qf lhr 9t&!pront IS k<'J<.I
J'tl- _ IJ 1 fhe moleaqo l.ldlod IS m """'G of rts mPch3tucal llmll&
--- oOOMi 11 ii iit.iu'"' p;Qi'.iiii4- - n 2 The O(lomuter oeodmg IS not the artual WAANtNa ODOMETI!H DISCn!oPANCY
12:or I
----" Agrn11 &tgnatuu! -
I d11'l ,, tl1e above udornctPr rl'rtlfl< Uon mado hy tho ,ollt>tfa(tont
- ---------s"'
2
-.-,h:-n-n-o""t
Nftmo ot PUrchd6Cf .......... ...--- " ------- --cr;y-.. --- --y,p --
1 oerhfy to tho t>est of my kntmledgP lh:ll Ur<' odometer II!Odiii<J r. lhc 1111"9" of lhr votucte unle>g ol U1e followu1g IS chocked
,... - . --- n 1 The IS H'l (..),(..{)!J'S or II!. rT!Ot.lltlnlcaf lumlb
-- ----r;pClMl fl2 1 hA 1ead1'0 not UIP WA11NING ODOMt;Tt:A DISCREPANCY
--- ] _ -:J

0 - ... ----... - -- ----.... -,.,,kllc'd
I am nw1ro ollhn dbove odometel rortd<calton n1ade by U1C
----
f'lJJrr,.haser - Strr-nt --- -- ----- --c;,y-- &atf' Zlp
::J 1 co1bfy to tl1e bt."ol of my l,noW!odge !hal lh!' odomofllr reading r!> tho actual m1lt>aqc of thE' VPilKJo ono of lhij lollov;n19 tatPments r:ohPCI<Od
z ,.. __ U 1 Tho rn1leRgP stlrd 1n exw<s of 1ls merh,l'liCII frmllb '
0 --- (lOOidl l'lR H'wiiNo (No tonlll., f 12 lhP odonWIN 1eacf111g ,_root the actualm:loage WAnNING OOOMEll:R DI8Cnli"ANCY
' - --------. "":]
--- ---- Agenl'tt Srgnoturo-----:----- ---
1 ,,n aware of rno above odometer cortd<rat.on mMo by thP
--------:S:-'11'-1<1:-IiJr-e ---
j TO fl'l!l ON Nt W TITlE
----:-::_:::::;::::::::::J
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12-50073-lmc Doc#119-4 Filed 02/28/12 Entered 02/28/12 16:03:45 Exhibit D Pg 1 of 3
EXHIBITD
loan Schedule No 02
LOAN SCHEDULE
THIS LOAN SCHEDULE Cthli! "Schedule"), dated September 29, 2010, bY. and between DELTA PRODUCE, LP. (''Borrower") and WEBSTER CAPITAL
FINANCE, INC. ("lender") Is Issued pursuant to Master Loan and Secunty Agreement No. 66660 dated Septemlier 28, 2010 (the "Allraementj, the
terms and conditions of which are moorporated herein and made a part hereof by reference. {f enns used herein " proper tenns yel which are not
defined herein, shall have the meanings ascnbed to such terms In the Agreemen
To secure payment and performance of all Obligations and Indebtedness of Borrower to lender contained herein and In the Agreement, Borrower
hereby grants to lender a security Interest In the goods, personal property and/or fixtures (the "Equipment") set forth below, together wrth all
accessories, attachments, and accessions now or hereafter affixed thereto, and an substitutions, proceeds, Insurance proceeds, and replacements
thereof, plus any and an chattel paper, accounts, contract rights, payment intangibles and general Intangibles arising from the sale, lease, or other
d1sposlbon thereof. Effectlv.!! upon Borrower's execution of thjs Schedule. Borrower authorizes Lender to file. on one or more occ:aslons. a ucc
flnancmq statement!sl relating to equipment or goods for which Lender has been asked to conslqer providing financing on behalf of Borrower !whether
under !hrs Schedule or another pedule. whether under the Agreement or another loan or lease aqraementl. as wen as any goods which may be
pJedoesl to Lender as collateral w!ID resoect thereJo. Lender agrees to promptly terminate any such financing statements filed pursuant to the preceding
sentence with respect to financing considered for equipment/goods mat are not uiUmately financed by Lender.
Equipment Description: One (1) New 2011 Peterbllt Model366 Truck Tractor VIN: 1XPHDP9X3BD122376 and any and au !lccerJSorles,
accessions, substitutions, replacement parts, replacements, attachments, proceeds and Insurance proceeds.
Equ1pment LocaUon
Vendor/Seller:
Approval Date:
[NOTE. serial numbers. if not shown above, may be reflected on a Senal Number Addendum.}
2001 S. Laredo, San Antonio, TX 78207
Rush Truck Center, San Antonio, 8810 IH 10 East. San Antonio, TX 78220.
July 19,2010.
FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender, tho prlnQ!pal sum of One Hundred Nineteen Thousand S!x Hyndred
N1neteen collars and Twenty Cents ($119.619.20!, together with interest on the portion thereof outstanding from time to time. The date upon wh1ch
Lender advances funds In connection with this Schedule IS called the "Advancement Date". Installments (as described below) shall be payable In
arrears commencing on the First Payment Due Date, or such later date as Lender may indicate below as the Commencament Date. (As used herein,
the term "First Payment Due Date" shall mean: (I) the first day of the month Immediately succeedmg the Advancement Date, If the Advancement Date
falls on any of the first fourteen (14) calendar days of a month. or (II) the fifteenth (16th) day of the month Immediately succeeding the Advancement
Date If the Advancement Date falls on any calendar day of the month later than the fourteenth (14th) day of a month.) Such Installments shall continue
on the same day of each and every month thereafter untO the Loan Is paid In full. Borrower shall (!!!) consecutive payments of principal
and Interest as follOws: payments, each In the amount of Two Thousand Eight Hundred Fifty-Five DOllars and Thlrtv-One Cents
All amounts coming due hereunder shaD be palr.lln U.S. funds drawn on a United States finandallnstiMion.
TIME IS OF THE ESSENCE and if eny payment Is not made In full wllhln ten (1 0) days of Its due date, a lata charge of 11Ye percent (5%) of the
amount past due shall automattcally become payable by Borrower, but In no event shall any late fee exceed an amount determined In strict accordance
with any state or federal statute applicable hereto. Lender shall have no obligation to accept any payments hereunder not accompanied by all
outstanding late payment feas. Borrower acknowledges that the late payment fee Is not Imposed as a charge for the use of money, but to perm1t Lender
to offsel1ts administrative expenses end other costs Incurred In dealing with loans not paid on time. The late payment fee Is In no waylnteneleel to be
nor shan 11 be deemed to be an lntere$1 charge. In the event of a aefault under this Schedule or the Agreement, this Schedule shall become Immediately
due and payable
NOTWITHSTANDING ANYTHING CONTAINED IN THE AGREEMENT TO THE CONTRARY, BORROWER'S VIOLATION OF OR FNLURE TO
COMPLY Wl'rH THE INSURANCE PROVISIONS OF SUBSECTION 4(Q THEREOF SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT
THEREUNDER WITH NO CURE PERIOO EXCEPT AS LENDER MAY THEN AGREE TO IN WRITING.
The Agreement provides that In the event that Borrower falls or ceases to provide any of the required Insurance coverage, lender may obtatn
coverage for part or all of the term of this Schedule. The Agreement further provides that Borrower shall be fully responsible for the cost of any such
msuranoe Borrower agrees that, prompUy upon demand by Lender, It shan reimburse Lender for the costs of any such insurance, plus an admlnfslratlve
fea (not to exceed the maximum allowed by law) of 1 O% of such costs. If Lender chooses not to procure Insurance In this manner, LENDER MAY, IN
ORDER TO COVER COSTS ASSOCIATED WlTH BORROWER'S NONCOMPLIANCE, ASSESS AN ADMINISTAATIVE FEE OF $50 PER MONTH FOR EACH MONTH OR PART
THEREOF DURING WHICH EVIP!NC! OF THE! INSURANCE REQUIRED BY THIS AGREEMENT IS NOT PROVIDED.
UPON THE OCCURRENCE! OF AN EVENT OF DEFAULT AND ANY RESULTING CALCULATION OF THE AMOUNT PUI! AND PAYABLE HEREUNDER, BoRROWER
SHALL BE OBUGATED TO PAY TO li!NDI.!R AN AMOUNT EQUl\1. TO THE SUM OF: {I) ALl. ACCRUED BUT UNPAID INSTALLMENTS COMING DUE PRIOR TO THE DAll: OF
SUCH PAYMENT, PLUS ALL ACCRUI!D !.ATE CHARGES AND OTHER AMOUNl$ THEN DUE AND PAYABLE HEREUNDER AND UNDER THE AGREEMEKT, (11) THE
OUTSTANDING PRINCIPAL BALANCE (LESS ANY AMOUNTS OF PRINCIPAL BEING PAID PURSUANT TO THE PRECEDING CLAUSE (1), AND (IU) ANY TAXES AND OTHER
AMOUNTS THEN ASSESSABLE PURSUANT HERETO OR TO THIS AGREEMENT. IN ADDITION, TO THE EXTENT PERMITED BY APPUCABLE LAW, FROM AND AFTER THE
OCCURRENCE OF AN EvENT OF DEFAULT UNDER THE AGREEMENT AND/OR THIS SCHliDULE
1
WHICH EVIOIIT IS NOT CURED WITHIN ANY APPLICABLE GRACE PERIOD
AND WHICH RESULTS IN LENDER DECLARING THE SUBJECT ACCOUNT{S) IN DEFAULT, INTEREST ON THE OUTSTANDING PRINCIPAL BALANCE SHALL BE
RECALCULATED AT A RATE OF INTEREST (THE "Default Rate") !!QUAL TO THI! I.I!SSER OF: (A) EIGHTEEN PERCENT (18%) PER ANNUM, OR (B) THE MAXIMUM
RATE OF INTEREST ALLOWED BY APPUCABLE LAW.
Notwithstanding anything oontelned herein or In the Agreement to the contrary, It is the Intention of Lender and Borrower that Borrower be
allowed to prepay the Loan evidenced by this Schedule. ANY SUCH PREPAYMENT SHALL BE ACCORDING TO THE FOLLOWING TERMS: The
Loan may be prepaid, in whole only, prior to its stated maturity, by Borrower's tendering to lender payment in good funds of an amount equal to the sum
of (I) all accrued but unpaid Interest, late charges and other amounts payable or assessable under the Agreement or the Schedule, (II) the outstendtng
principal balance of tha l.oan (the "Prlndpal Balance"), and (IIQ a prepayment premium equal to 2"/o of the remaining principal balance for year one of the
term of the Loan, 1% of the remaining principal balance for year two of the term of the Loan. During years three through four or the term of the Loan, no
prepayment prem1um will be assessed. (As used herein for the calculation of the prepayment premium, any partial year shalf be counted as one full year
for purposes hereof) Any casualty loss to the Equipment which results In the application of a lump sum payment In reduction of the principal balance
outstanding under this Schedule at any Ome (whether the casualty loss is a total or partial loss, and whelher or not covered In whole or 1n part by
insurance, as required), shall for all purposes constitute a prepayment hereof, whiCh shall be subject to the terms of this paragraph.
Lender and Borrower Intend to conform to applicable usury laws and any interest or other amounts under this SChedule Shall, if
necessary, be subject to reduclfon to the highest amount not In excess of the maximum nonusurlous amount allowed under such usury laws. In the
event Lender ever cllarges, receives, takes, collects, reserves or applies as inl$rest any amount in excess of the maximum lawful rate allowed by law,
such amount which would be deemed excessive Interest shall be deemed a partial prepayment of principal and treated hereunder as such, and If the
Loan Is paid In tun as a result thereof, any remaining excess shall promptly be paid to Borrower. In determining whether or not !he Interest paid or
payable under any speolflo contingency exceeds the maximum rate, Borrower and Lemler shall, to the maximum extent permitted under
applicable law {a} characterize any nonprincipal payment as an expense, fee or premium rather than as Interest, (b) eKclude voluntary prepayments and
the effect thereof, and (c) amortize, prorate, allocate and spre11d the total amount of the Interest throughout the entire contemplated term of lhe Loan, so
!hat the Interest rate does not exceed the maximum lawful rate at any time.
Lender shall have the right to correct any patent errors in and to fill In any blanks left In this Schedule, In the Agreement or In any document
executed In connection therewith. Any conflict between the terms of this Schedule and the Agreement shall be resolved In favor of this Schedule.
I'!Qrrower and any and all others Hable for all or any part of the Obligation evidenced hereby, severally waive presentment for payment, demand,
notice of nonpayment and demand, notice of default. notice of rntant to accelerate, notice of acceleration, notice of protest, and notice of dlshcnor, and
agree that the l1me of payment hereof may be extended and any collateral given as security may be released, from time to tlme, one or more times,
withcut nollce of sucll thereof and without further consent.
In the event of commencement of suit to enforce payment or performance of !his Schedule, Borrower shall pay Lender, In addiUon to the unpaid
amounts due hereunder or under the Agreement, the expenditures Incurred by Lender, Including, without Umllallon, aUorney(s)' fees and court costs.
DEFAULT -RELATED NOTlCES: Lender and Borrower, as a material part Of the consideration for this Loan, expressly agree that If one or more
Events of Default occur under the Agreement, under this or any other Schedule (before or after Hlis one), and Lender sends Wlitten notice to Borrower of
the default or any related maHer (Including, notice of public or private sale of any of the Equipment}, then the provisions of the Agreement as they relate
to such notlce{s) wlll be deemed l!utomatlcaUy amended to omit the phrase "(absent a return of the rtem)". As a result, any such notice shall (tf otherwise
compliant with said provision, be deemed given on !he fifth day after being deposited In the United Slates mall, postage prepaid, and classified as
certified mall, return receipt requested, regardless of whether the Item Is later returned.
Tile delivery of this Schedule or any other agreement in connecllon herewith does not. absent eKpress wording to such effect, constitute an offer to
lencl money. The ctedit approval undel1ying this borrowing Is not perpetual and Is subject to expiry should the Equipment not be delivered to and
accapted In wntlng by Borrower within seventy-five (75) days of the Approval Date llhown above or if any event described In tile seclfcn of the
Agreement headed "Lender Termination" occurs. rn any such event, Lender's obligations to Borrower In conneclion herewith may cease In accordance
wtlh said section of the Agreement. In addition, If all items of Equipment are not dellvared, Installed and accepted within thirty (30) days of the Approval
Date set forth above, Lender shall have the right to adjust !he Interest rate upon which the installment payments shown above are based to reftect
Increased costs of funds.
THIS SCHEDULE HAS BEEN NEGOTIATED (EITHER TELEPHONICALLY OR IN PERSON) WITH LENDER AT ITS EXECUTIVE OFFICES IN
,CONNECTICUT, SHALL BE MANAGED BY LENDER FROM ITS OFFICES IN CONNECTICUT, SHALL HAVE PAYMENTS INVOICED BY LENDER
FROM ITS OFFICES IN CONNECTICUT, AND SHALL HAVE NO EFFECT UNTIL ACCEPTED BY LENDER AT ITS OFFICES IN CONNECTICUT
THIS SCHEDULE SHALL BE GOVERNED BY ANO CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT
WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. BORROWER HEREBY IRREVOCABLY CONSENTS TO PERSONAL
JURISDICTION AND VENUE IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF CONNECTICUT, AND HEREBY WAIVES ANY
CLAIM BORROWER MAY HAVE THAT SUCH COURT IS AN INCONVENIENT FORUM FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF THIS SCHEDULE OR IN CONNECTION WITH THE EQUIPMENT OR THE LOAN EVIDENCED HERESY (EACH,
AN "ACTION"), WHICH IS BROUGHT AGAINST BORROWER, AND HEREBY AGREES THAT ALL CLAIMS IN RESPECT OF ANY ACTION MAY BE
HEARD OR DETERMINED IN ANY SUCH COURT BORROWER FURTHER CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET
FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAIUNG. Nothing contained herein Is Intended to
preclude Lender from commencing any ACTION hereunder or relative hereto In any court having jurisdiction thereof. TO THE EXTENT PERMITIEO BY
LAW, BORROINER WAIVES TRIAL BY JURY IN ANY ACTION.
Borrower agrees !hat Lender may send electronic mall or telephonic fall: Information from time to time relating to products and/or services available
from Lender.
Borrower hereby retitles end affirms all the covenants and provisions of tha Agreemant.
Borrower hereby represents to Lender that It Is a commercial, non-consumer borrower, that the Equipment will not be used for personal, family or
household purposes and, further, rabfies and affirms all of the covenants and provl61ons of the Agreement.
IN WITNESS WHEREOF, this Schedule Is executed this zq day of , 2010.
DELTA PRODUCE, L.P. (BORROWER)
ADDRESS: 2001 S. Laredo, San Antonio,
TX78207
BY DELTA PRODU
PARTNER
ACCEPTED AT FARMINGTON CONNECTICUT
WEBSTER CAPITAL FINANC INC. (LENDER)
(NOT AN INDORSEMENT)
BY:
(Name)
rnuo)
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12-50073-lmc Doc#119-5 Filed 02/28/12 Entered 02/28/12 16:03:45 Exhibit E Pg 1 of 3
EXHIBITE
IJron s:tit' o! 1h1<; fliP fl'lrdlaser mtJ;,l &pfJIY lor a r1ow title witr1in 20 work1t1lj day:; !h.::
\'lh1r.l3 11 OIHdla ,.Jrl by .t lJrttll '' nnw IIIIo is 1ssuod, tho vC'hlc!e record \Mil r.onl1r.ue t0 r,)Jo;t
JWti:H':, r!HIII'J IU-Jd on ti1.J 111!' ;:;r:_ nACK Of" f/\0 FOR /\OOIIION:\1 1Nf O: l:VL'\IION
111 .... 11 11 ..... ,III.I .. I Iu.,II ... I II ,f,,ll,, ,I
WEBSTER CAPXTAL FINANCE INC
3 FARM GLEN BLVD
FARMINGTON, CT 06032-1981
VFHIC::I C 101-NflFlC'"AliON NUWl:.lt {LAR MU'Jll
1XPHDP9X3BD122376 2011
M/11\f OF VFHJC Ll.
PTRB
m1 FlllCJLUMI.N I NUMDrn
BC>OY
TR
llArr n n F 1o:nuLu
01501140449161250 10/07/2010
MOULL
5
MIO L/\f'J\CIIY
IN
17900
PAb.VJOUS UWNLH
RUSH TRK CNTR SA TX
OV\NCn
DELTA PRODUCE LP
2001 SO LAREDO
SAN ANTONIO, TX 78207
X
I ICFMRF N\IMAFR
RH3V62
UNLES& OTilEllWISf AUTIIORIZEO BY LAW IT A VIOIATIO!I OF olAf!- lAW 10
Ill!: NJ\M!: OF NIOTHE:R PERSON ON A GrHTIFICATE OF OR OTiiFAWISE Glllf r-,\l!
INFORMATION ON A CERllriCATE OF TITlf
1 r
WEBSTER CAPITAL FINANCE XNC
3 FARM GLEN BLVD
FARMINGTON, CT 06032
OAIL tJ,. Lll:.l'i .mu \.ILN1 !OWUt
04\iF OF llf"N
rliOHTICl OF SURVIVORSHIP AGREEMNi
YJt THe- f'F::J';(\N, Wl-'O'ir Ji.II'\Hinf"t \Pr"FtJ..q t..tf.PHtl oJFnFUV Af,Ht+
OIAr IIIC Of I tl \lllm ..LL C)N Jill':!< LlllU 1tAIC
01 Tl n f caiN I FOOM f\A t rOI'WJ\00 n; 11r1 0 JOINTI Y, ANO IN THF
FVFNr C- LUAHI Ot- ANY ()f ltiF Pf-R".ON<> NM'Ii-l> IN IIIL Abfii:.t.MLNt
lll1... <JWNCh51JU' Uf TIIC VCIIIC..Lt vt&l IN HiL
DIESEL
lc;llll:-NHLL[.A!,i.D
0'1'-!l; ULN Rlli:N:.LLJ

00 NOT f1CGEPT TITLE SHOWING ERfiRURE AL TI:RIIfiON, UH MlliiLA TION
Rt-MAHKl':J
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WtH:mev.:r ';1u ,!! lJ< trc.dl' 1:1 '1 ve:-..::.l:l, b.1 surC1 t1 proled yc.urself by filing Lhe Vehicle TrJnsfer
t>olln J <tl !-Pi', IV .tJ0V I m>lifcahon removes your re&ponsibtlity for any!hing tho
buyor t!lllihl c.J? vt:tf rl>n J<lw
1
t'n t.ool
ONLI" llav ';ll ''r tr1 tlK Tl..til<>'hr from lhe "1""'1?. you or
111 iw 'ILiud. !:.> you, liaolmy.
Alwny5 r 'lllfli!J<>r to "f.JrllPC.t y01r !Jtlcl, Texa.,;." For mure m!ormation go to and
"l'roter;t yc-t;t till;'' u1tu tt:r 1;o:.rch fil':'ld.

WHEN l'S SOt-a, l'IB.IF. MOLDF.H MUST ASSIGN ANO FURNISH THIS TITLE, CURRENT LICENSE REGI!I.P'f, AND
.SltlNED .APF>L!CAT:ON TOll TITI..l: {l'Ot!M 1::10-IJ) 1:-.ll:>ICATING DATIE OF SALE AND S.ALES PRICE TO THl:'! PURCHASER WHO
MUSf l"lU! 11-'I'Pli'CfiT,t.HJ W!nl 'f,\X 1\SSI.iSSO'I'ICOI..I.ECT{)il WITlUN 20 WORIKINO DAYS TO AVOID PENJI.I.TY.
ft;DERAL l.AW W!QIJIR.SS THAT YOU STATE THI! Mll.EAGE IN CONNECTION Wl'l'H THE TIRANSFER OF
TO COMPl.l:'f 01'1 J'-RllVJI)ftjQ A FAlSE STATEM:ENT MAY RESULT iN FINES AND/OR
[ll.. nndl'f'l!lllP<I hmb\r l:<'lllfhv, dnt lill' tk\LIIII Ill till\ lreu olllliUO.ll' of .dll,olll>. 1101011 dUd h.i bi'Olllirllll'Jrl'l'tl foiii'VMQ pi01h'd 11.1mP JOO adwOss
-,---------- ---- ----clt'y stat.:a----yrp_ ..... __
I<"CIIrly tn thf' h<".l <>I tny lh,>t rxl<>tnNot tho nrtudl of thP v!>htcl!l t>nu ollno rs checl<ad
.. _ .. rJ 1. The Ollleage sl.tled In BXCE!bS of ItS onechanlc.!lllllll[&
_ - .. _ HU<Nh <'II> ''""' I ll? no> odomolor tcndrng IS no\ tho ,\Ctual mrluage WARNIN{l - Ol'lt.lMl'-1 fiR lliSCRCPANOY
- - . L _____ -- - --.. ------- ----
Clf Pnnrad ('9trne a'J ...l(JI!nfl.ur)
I drr" .twnrc- or rlhl ,m:rfc ...ttJn tnndo by the :;eller/J.gant
N.u'OC'ttfl'mti!.lr>l -- .. e --- C1ty Slat, -,IP---
1 rmtrfy to the of my l<nowff''Jt
1
r- U\,ll u." IS tho 0:{'1lf(.\l of tho volurlt' IJHinn. (mo uf ltw tonc,wmq :tntof"'ent'lrc;
l; I thP .=trJP "iltrtad lb 10 of rts hrPit!S
.-
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r,n ,orrn r,F-.\i ,j, i. ;,.,,. ,;;;;;,j ... --- r: 2 odomP.I'" os Ml lh, _,,,n,nl mohRge WARNING 0[10!\llf-T I)IS(,RI.'-J'ANCY
--=-=] -- -------- I -- F I
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1 rltn \lifo tht)VI' mr1de by the fieller/agent
N,tfn;;OiF;;rctJ;...{r--- w--------- ---s1;.----......... - .. -... --.... ....... --'.3t.ilS ....
1 cootlfy tn lhu of ''"'VI<'dJ" IMI rl>: n(<<rll"l<" Um .1ctual 'lf the unle&s one ollhe ioiJowmq :.lotomonts 10
jl) _ [ 11 Tr11 :.tat-ac' " "' >loll. onoJ.hnnlct:d llmot<.
I t'lo I r I? cnfumuf\r notlht UCAH ..)I \"lARN!NG OOOMt:..l rH
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1 t.mtli)' r., lh.1 br ..C',f ... "Y h,l II'' rn:torhog :i ,,.,,.! nrtu"'il ll'llt'?<Jf' pf lhf" on0 of thtllr.llowlnrJ <iitntPmem'\
l: I Th' HultlJ' ) ..l.{td ..... u1 u,e:tf., ol1b lurlll.,
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t,JllLtC'-c .i 1( 1 (foi.,-::,7t;";- ---. ( 12 .. r rr.uhn., 1-..nollhr- ,.cJ,J,;; u111f'.11")P WARN'flt1 OD(JMFTEH
- "1 - ---- - - -- . -w- --- --- ----
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10000001971

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