HomeMy WebLinkAbout08-2109IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
2005 Market Street, 15th Floor
Philadelphia, Pennsylvania 19103
Plaintiff,
V. No. 0$- alo9 l.?lvi ( Term
VILLAGECRAFT FACTORY
DIRECT, INC.
1446 Holly Pike
Carlisle, Pennsylvania 17013 :
and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P.
1446 Holly Pike
Carlisle, Pennsylvania 17013
and
JERRY M. TROLINGER, JR.
2551 Spring Road :
Carlisle, Pennsylvania 17013
Defendants.
NOTICE TO DEFEND
"You have been sued in Court. If you wish to defend against the claims set forth in the
following pages, you must take action within twenty (20) days after this Complaint and Notice
are served, by entering a written appearance personally or by attorney and filing in writing with
the Court your defenses or objections to the claims set forth against you. You are warned that if
you fail to do so the case may proceed without you and a judgment may be entered against you
by the Court without further notice for any money claimed in the Complaint or for any other
claim or relief requested by the Plaintiff. You may lose money or property or other rights
important to you."
379861_1.DOC
"YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT
HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE
ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY
OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO
FEE."
LAWYER REFERRAL SERVICE
CUMBERLAND COUNTY COURTHOUSE
4TH FLOOR
CARLISLE, PA 17013
(717) 240-6200
AVISO
USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las
demandas que se presentan mas adelante en las siguientes paginas, debe tomar action dentro de
los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando
personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por
escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le
advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede
proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier
otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la
Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos
importantes para usted.
USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO
INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA
SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA
DE COMO CONSEGUIR UN ABOGADO.
SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABODAGO, ES
POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE
AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A
PERSONAS QUE CUALIFICAN.
LAWYER REFERRAL SERVICE
CUMBERLAND COUNTY COURTHOUSE
4TH FLOOR
CARLISLE, PA 17013
(717) 240-6200
379861_1.DOC
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
2005 Market Street, 15'' Floor
Philadelphia, Pennsylvania 19103
Plaintiff, :
V. No. C P_ X109
VILLAGECRAFT FACTORY
DIRECT, INC.
1446 Holly Pike
Carlisle, Pennsylvania 17013
and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P.
1446 Holly Pike
Carlisle, Pennsylvania 17013 :
and
JERRY M. TROLINGER, JR.
2551 Spring Road
Carlisle, Pennsylvania 17013
Defendants.
COMPLAINT
Plaintiff, LEAF Funding, Inc., (hereinafter referred to as "LEAF" or "Plaintiff'), by and
through its undersigned attorneys, Lamm Rubenstone LLC, brings this action against the above-
named Defendants, Villagecraft Factory Direct, Inc., VillageCraft Contract Furnishings, L.P. and
Jerry M. Trolinger, Jr., and in support thereof avers as follows:
379861 1.DOC
1. Plaintiff, LEAF, is a Delaware corporation, registered to conduct business in the
Commonwealth of Pennsylvania, with a principal place of business located at 2005 Market
Street, 15th Floor, Philadelphia, Pennsylvania 19103.
2. Defendant, Villagecraft Factory Direct, Inc. ("Villagecraft") is, upon information
and belief, a Pennsylvania corporation whose last known address to LEAF is 1446 Holly Pike,
Carlisle, Pennsylvania 17013.
3. Defendant, Villagecraft Contract Furnishing, L.P. ("Villagecraft LP") is, upon
information and belief, a Limited Partnership whose last known address to LEAF is 1446 Holly
Pike, Carlisle, Pennsylvania 17013.
4. Defendant, Jerry M. Trolinger, Jr., ("Trolinger") is, upon information and belief,
an adult individual and officer of Villagecraft, whose last known address to LEAF is 2551 Spring
Road, Carlisle, Pennsylvania 17013
5. On or about December 14, 2006, Villagecraft entered into a certain Master Lease
Agreement ("Lease") with Direct Capital Corporation, which provided for the lease and hire of
certain items of equipment as more particularly described therein ("Equipment"). A true and
correct copy of the Lease is attached hereto, incorporated herein, and marked as Exhibit A.
6. The Lease requires Villagecraft to, inter alia, pay to Direct Capital Corporation a
security deposit of $1,593.86, an advance rental payment of $1,593.86, a documentation fee of
$550.00 and sixty (60) consecutive monthly payments of $1,593.86 each, commencing January
23, 2007 and on the 22nd day of each month thereafter, until the entire obligation of the Lease is
paid in full.
7. On or about December 14, 2006, Trolinger made, executed and delivered to
Direct Capital Corporation a Master Guaranty of Lease ("Individual Guaranty") wherein he,
379861 1.DOC
inter alia, jointly and severally, and unconditionally personally guaranteed to Direct Capital
Corporation, and any assignee of Direct Capital Corporation, the full and prompt payment of all
rent to be paid by Villagecraft and the performance when due by Villagecraft of all terms,
conditions, covenants and agreements of Villagecraft, irrespective of any invalidity or
unenforceability thereof for the security therefore.
See, Exhibit A - A true and correct copy of
the Guaranty is contained within Exhibit A.
8. On or about December 14, 2006, Villagecraft LP made, executed and delivered to
Direct Capital Corporation a Corporate Guaranty of Lease ("Corporate Guaranty") wherein it,
inter alia, absolutely and unconditionally guaranteed to Direct Capital Corporation, and any
assignee of Direct Capital Corporation, the full and prompt payment of all rent to be paid by
Villagecraft and the performance when due by Villagecraft of all terms, conditions, covenants
and agreements of Villagecraft, irrespective of any invalidity or unenforceability thereof for the
security therefore. A true and correct copy of the Corporate Guaranty is attached hereto,
incorporated herein, and marked as Exhibit B.
9. Thereafter, LEAF became the holder of all right, title and interest in and to the
Lease and Equipment by virtue of assignment from Direct Capital Corporation. A true and
correct copy of the Lease Portfolio Purchase Agreement is attached hereto, incorporated herein,
and marked as Exhibit C.
10. Villagecraft breached the terms and conditions of the Lease, Villagecraft LP
breached the terms and conditions of the Corporate Guaranty and Trolinger breached the terms
and conditions of the Individual Guaranty, and each became in default thereof, by reason of their
failure to make the monthly payments due under the Lease for September, 2007, and all
subsequent monthly payments thereafter.
379861 1.DOC
11. As a result of the aforementioned defaults, LEAF exercised its right to declare the
entire balance of the unpaid lease payments immediately due and payable.
12. Despite demand for payment, Villagecraft, Villagecraft LP and Trolinger have
failed and refused to pay LEAF the accelerated balance due, or any portion thereof, in
accordance with the terms and provisions of the Lease, Corporate Guaranty and Individual
Guaranty.
13. In accordance with the terms and conditions of the Lease, Corporate Guaranty and
Individual Guaranty, Villagecraft, Villagecraft LP and Trolinger are liable to LEAF for
reasonable attorneys' fees, costs and expenses, presently in the amount of $2,000.00.
14. In accordance with the terms and conditions of the Lease, Corporate Guaranty and
Individual Guaranty, Villagecraft, Villagecraft LP and Trolinger are obligated and liable to
LEAF for the following:
Remaining Lease Payments $86,068.44
Attorneys' Fees 2,000.00
Total $88,068.44
WHEREFORE, Plaintiff, LEAF Funding, Inc. demands judgment in its favor and against
Defendants, VillageCraft Factory Direct, Inc., Villagecraft Contract Furnishings, L.P. and Jerry
M. Trolinger, Jr. in the amount of $88,068.44, plus additional attorneys' fees as they accrue,
costs of suit, interest, and such other relief as the Court deems just and proper.
LAMM RUBENWQNE LL
By: N " --, A `
Davi . DeFlece, Esquire ???
Attorney ID No. 207052
3600 Horizon Boulevard, Suite 200
Trevose, PA 19053
215-638-9330; 215-638-2867f
Attorneys for Plaintiff
379861 1.DOC
VERIFICATION
James J. Grant, Vice President of LEAF Funding, Inc., being duly sworn according to
law, verifies that he is a duly authorized representative of Plaintiff, LEAF Funding, Inc., and that
he is authorized to make this Verification on behalf of Plaintiff; that the facts set forth in the
foregoing Complaint are true and correct to the best of his knowledge, information and belief;
and that he understands that the foregoing statements are made subject to the penalties of 18
Pa.C.S.A. §4904 related to unsworn falsifications to authorities.
By:
LEAF_Villageeraft_Complaint (Cumberland)
?K?,i 6?tA
10. Loss and Damage. You shall at all times bear the entire risk of loss, theft damage, condemnation, governmental seizure or destruction of the Equipment from any cause
whatsoever, and no such event shall relieve you of the obligation to pay rent or to comply with any other obligation under this Lease. In the event of damage to any part of the
Equipment, You shall immediately either repair to good condition or replace with like equipment, in each can at Your expense. If We determine that any part of the
Equipment is condemned, taken, lost, stolen, destroyed, seized by a governmental entity or damaged beyond repair, You shall, at our option: a) replace with like equipment in
good repair, acceptable to Us, or b) on the next Rent payment date following such event, pay us the full remaining balance on this Lease, including the contract balance,
discounted to present value at the annual rate of 4%, and the residual value of the Equipment, as determined pursuant to this Lease, plus any lax charges, advances for
insurance or taxes, any fees or costs due. We shall retain any physical damage insurance proceeds arising out of a theft, loss or damage up to the full amount owed under this
Lease. You will remain responsible fur any deficiency.
11. Collateral Protection; Insurance. You shall obtain and maintain insurance against loss, theft, damage or destruction of the Equipment in an amount not less than original
cost of the Equipment for the duration of this Lease and comprehensive public liability insurance in amounts acceptable to us. These policies must name Us as 'loss payee' and
additional insured'. You must provide us with proof of insurance satisfactory to Us at the time of signing this Lease, prior to each insurance renewal and within ten (10) days
of the date of any written request to You for proof of iasunnee. You agree that if said property and/or liability insurance is not received by us, is cancelled or expires and is not
replaced, we have the right, but not the obligation, to (a) enroll you in our property damage coverage program and bill you a property damage surcharge as a result of our
increased administrative cost and credit risk or (b) secure insurance on the Equipment from a carrier of our choosing in such forts and amounts as we deem reasonable to
protect our interest. You agree that, if we secure insurance on the Equipment, said insurance will not name you as an insured and may not fully protect your interests and you
will pay us an insurance charge that will include a premium, which may be substantially higher than the premium that you would pay if placed indeperdentiy. You agree that,
in addition to the premium, the fee will include an interest charge and administrative and processing fees, which will result in profit to us and our agents. You can cancel the
insurance coverage fee and or property damage surcharge fee at any time by delivering the required proof of insurance to us. You agree to arbitrate any dispute regarding
insurance under the flutes of the American Arbitration Association in Rockingham County, New Hampshire. This agreement to arbitrate applies to this paragraph only and not
to any other term of this Lease.
12. Llens; Taxes. You shall keep the Equipment free and clear of all levies, liens, claims and encumbrances. You agree to pay monthly when due or at a frequency determined
solely by all taxes including sales, use, and property taxes and any and all fines and penalties. You shall reimburse Us for all charges and taxes (local, state, and federal) which
may now or hereafter be imposed upon the ownership, leasing, rental, sate, purchase, possession or use of the Equipment. The total amount due on Your monthly invoice may
include sales and/or use taxes charged from time to time in compliance with the tax laws of the state in which the Equipment is located. You agree to pay Us a property tax
administrative fee of $79 each year for each Lease.
13. Limited Prearranged Amendments; Specific Power of Attorney. You authorize Us to insert or correct information on this Lease. You grant Us a specific power of
attorney for Us to use as follows: 1) We may sign and file on Your behalf any document we deem necessary to perfect or protect Our interest in the Equipment or pursuant to
the Uniform Commercial Code ("UCC), and 2) We may negotiate and settle for our benefit all property damage claims and all liability claims involving us or the Equipment
and may sign or endorse the Your name on any draft, check or instrument representing insurance proceeds covering the Equipment.
14. Grant of Security Interest and Perfection. This is a "true lease". You hereby grant us a first priority security interest in the Equipment and authorize Us and Our agents
to file UCC Financing Statements or similar instruments recording such security interest (in case this is later determined not to be a "true lease"). You hereby grant us a
security interest in all goods, inventory, equipment, accounts, accounts receivable, chattel paper, contract rights, general intangibles, investment property, securities
entitlements, fixtures and other property, whenever located, now or hereafter belonging to you or in which you have an interest, and in all proceeds, insurance proceeds,
substitutions, replacements, replacement parts, additions and accessions of to all of the foregoing (collectively, the "Collateral"). You authorize Us and our agents to file UCC
Financing Statements or similar instruments to perfect such security interest.
15. Choice of Law; Consent to Jurisdiction; Venue. This Lease is governed exclusively by the laws of New Hampshire. You agree and consent to the exclusive jurisdiction
and venue of any State or Federal Court in Rockingham County, New Hampshire. You consent to personal jurisdiction in such court. You waive any right to challenge the
jurisdiction or venue for say reason. However, We may, in our sole discretion, elect to waive the venue requirement and sue in Your home state without waiving any other
rights. YOU AGREE TO WANE ALL RIGHTS TO A JURY TRIAL.
16. Default and Remedies. A condition of default shall exist If (a) you fail to make any payment required pursuant to this Lease when due, (b) You fail to perform any
obligation in this Lease or any other agreement with us, (c) any representation or warranty made by you is false, (d) a material adverse change (as determined by us) occurs in
Your financial condition or We believe the prospect of payment or performance is impaired, (e) any insolvency, bankruptcy or other similar proceedings, (f) equipment
condition or operation, delivery, defect in title, or seizure of the equipment (g)death of a personal guarantor or (h) You attempt or actually repudiate or revoke any agreement
with Us ("Default'). If You am in Default, we, with or without notice to you, shall have the right to exercise any one or more of the following remedies, concurrently or
separately, and without any election of remedies being deemed to have been made. We may (a) retain Your security deposit, (b) cancel any of our remaining obligations to
You and declare all Your obligations to Us immediately due and payable, (c) sue for and recover from you any and all amounts due under this Lease, including the contract
balance discounted to present value at the annual rate of 4%, late charges, advances, fees and interest on the same as may be provided for in this Lease, (d) enter upon Your
premises and without any court order or other process of law and repossess and remove the Equipment and/or the Collateral, or render such unusable without removal, either
with or without notice, provided that such action shall not terminate the Lease unless We notify You as such in writing, (e) require You to assemble and make the Equipment
available to Us at a location determined by Us, (f) sell the Equipment or other Collateral to any party without notice to You at a private or public age, at which sale We may be
the purchaser, (g) upon such terms and conditions as the we alone shall determine, re-lease the Equipment or other Collateral with or without notice to You to any third party,
or (h) pursue oany other remedy available to us under any agreement, any applicable law or the UCC. You agree to pay all costs of collection including, but not limited to, costs
of repossession, attorney's fees and expenses, actual court costs, and any other expenses associated with the collection efforts, including but not limited to repossession and
remarketing costs, telephone charges and travel costs. You agree that we will not be responsible for paying You for any consequential or incidental damages resulting from or
in connection with default by Us. You agree that Your rights and remedies are governed exclusively by this Lease and You waive Your rights under Article 2A of the UCC.
You agree that any delay or failure to enforce Our rights does not prevent Us from enforcing any rights at a later time. We may use any of the remedies available under Article
2A of the UCC or any other law. If You fail to make any payment required by this Lease within 3 days of the due date, You shall pay Us a late charge of 15% of the amount
due and You will pay Us interest on any delinquent amount due under this Lease from the dire date thereof until paid at the maximum rate of interest allowed by law. You will
pay Us any actual expenses incurred by Us in collection efforts, including but not limited to telephone charges, travel expenses, all reasonable legal fees, costs and expenses
incurred with or without action, suit or proceedings, in pursuit of Our rights under this Lease, at common law or otherwise.
17. Purchase Option; No more than 10 days after the end of the Rental Term of the Lease, provided you are not in Default, you may, after written notice to us 60 days prior to
the end of the Rental Term set forth on the Schedule, purchase the Equipment according for fair market value, such term shall be defined as fair market replacement value, and
shall be the cost of replacing the Equipment with new exact or similar equipment, but depreciated by the term of the Schedule. The amount of fair market value shall be
initially determined by Us. If you disagree with our determination of fair market value, you have the right to pay for and appoint a personal property appraiser from the Credit
Managers Association of New Hampshire to issue an opinion as to fair market value as defined by this Lease, and You must also pay for any personal property appraiser We
select from the Credit Managers Association of New Hampshire, and those two appraisers may reach a final dollar amount for the fair market value of the Equipment. In the
event You fail to exercise this right, then our initial determination of fair market value shall prevail in a court of law. Any purchase under either option shall be on an "as is,
w
here is" basis, with all faults and without representation by or warranty from Us. In the event You are unwilling or unable to exercise either purchase option, You must return
the
as W Equipment in good repair, ordinary wear and tear resulting from proper use thereof alone excepted, by delivering it, property packed and ready for shipment to such place
may specify at your expense. If We do not receive such notice of intent to exercise the purchase option, the Lease shall automatically renew for successive one month
periods and You must pay Us monthly rent at the amount set for on the Schedule until the Equipment is returned to Us.
18. Indemnity. You indemnify Us and our shareholders, directors, officers, employees, agents and assignees against any claims, actions, damages, fines, penalties, causes of
action, suits or other legal proceedings or liabilities including all attorney fees, arising out of or connected with the ownership, acquisition, use,
possession, operation, leasing,
subleasing, financing or ells sition of this Lease or any Equipment, without limitation. Such indemnification shall survive the expiration, cancellation or terminati on of this
Lease. You waive say ' pity you may have under any industrial insurance act, with regard to indemnification of us or any other person for any reason whatsoever:
Lessee Initials:
19. Assignment: You may not assign, sell or otherwise transfer this Lease, the Equipment, possession of the Equip=A or its interests thereunder or enter into any sublease
with reapeot to the Equipment We may assign without Your consent any and all of our rights, including our interests in the Equipment You recognize and hereby consent to
any assignment by Us and shall not assert against arty assignee any defense, counterclaim ar setoff that you may have against Us or any other person. Any Assignee of Ours
shall have all of Our rights but none of Our obligations. Subject to this paragraph, this Lease inures to the benefit of and is binding upon the heirs, devisees, personal
representatives, survivors, successors in interest and permitted assigns of You and Us.
20. Mheellaseous: This Lease constitutes the entire agreement between the parties. No provisions may be modified or rescinded unless signed by Us in writing. Waiver of
one provision in one instance shall not imply waiver in arty other instance. This Lease is intended to constitute a valid and enforceable legal instrument and no provision of this
Lease that may be deemed unenforceable shall in any way invalidate any other provision or provisions hereof all of which shall remain in full force and effect
21. Notices: All notices or other communications hereunder shall be in writing, addressed to you at your address stated here or addressed to us at 155 Commerce Way,
Portsmouth, NH 03801, Attention Customer Service or such other address as instructed by written notice. Service of all notices shall be deemed to have been given and to be
effective when delivered personally, by a recognized overnight mail service, by fax or by U.S. mail.
22. Execution in Counterparts; Chattel Paper: This Lease may be executed in any number of counterparts and in each case such Counterparts shall constitute but one and
thepame inst pruensidedho however, to the extent that a Schedule Constitutes chattel paper (as such tenn is defined in the UCC) no security interest in the Schedule may be
Lease with our signatures possession of the originally exacted Schedule. For all other purposes, You and We intend and agree that a photocopy or fax copy of this
on it shall be treated as an original and shall be deemed to be binding, genuine and authentic as an original signature document for all purposes,
including all matters of evidence and the "best evidence" rules.
LESSOR, "Us"M u " ACCEPTANCE
DATED:-Z3 ?O
LESSOR: ni~-t -nn.tsl ?.....eti
SIGNATURE: (c7/B7a
TITLE: A to "ve
CUSTOMER/LESSEE, "You"/"Your" ACMIPT
DATED: j
CUSTOMER Vrtlag ra F dory sec t, I
SIGNATURE: X Wx X"
TITLE: Press n
the Sflnle IDeatl -- - - - -------?- ••••••,•••• ••••°"•• "8` wuaca..
mg given to it in the above-referenced Master Lease Agreement unless otherwise defined herein.
As additional inducement for Direct Capital (and our assignees, together "We", "Us", or "Lessor') to enter into this Lease, the undersigned ("You')jointly and severally,
unconditionally personally guarantees that the Customer will make all payments and meet all obligations required under this Lease fully and promptly. You agree that We may
maize other arrangements including compromise or settlement with the Customer and You waive all defenses and notice of those changes and will remain responsible for the
payment and obligations of this Lease. If the Customer defaults, You will immediately pay in accordance with the default provision of the Lease all sums due under the terms
of the Lease and will perform all obligations of the Lease. If it is necessary for us to proceed legally to enforce this guaranty, You expressly consent to the exclusive
jurisdiction of New Hampshire and agree to pay all costs, including attorneys fees incurred in enforcement of this guaranty. It is not necessary for us to proceed first against
the Customer or the Equipment before enforcing this guaranty or to notify You if the Customer is in default By signing this guaranty, You authorize us to obtain credit bureau
reports on You.
X CJ?
name
X
rgnamro Print name of Guarantor Date
X
Signature Print name of Guarantor Date
EQUIPMENT SCHEDULE NO. 6597
TO MASTER L S NO. 19633
Dated: _ --o
Dl
RECTCAPITAL
C O R P O R A T 1 O N
CUSTOMER: ('7.enee')CTou" "Your'):
Villager-raft Factory Direct, Inc.
CUSTOMER NAME (full, exact, legal name)
1446 Mount Holly Pike Carlisle PA 17013 7172497515
VillageCraft Factory Direct, Inc. 1446 Mount Holly Carlisle PA 17013
Pike
BILLING NAME BILLING ADDRESS
This Equipment Schedule incorporates the terms and conditions of the above-referenced Master Lease Agreement. Each capitalized
term used herein shall have the same meaning given to it in the above-referenced Master Lease Agreement unless otherwise defined
herein.
Equipment Suppliers and Description: See Attached Exhibit A and Invoice(s)
Equipment Location: 1446 Mount Holly Pike Carlisle, PA 17013
SOS) 60 Payments of $1,593.86 Amounts Paid:
Rent Commencement Date: l (plus applicable taxes) $1,593.86 Security Deposit
Rental Period is MONTHLY union otherwise IndicMd $1,593.86 Advance Rental Pmt.
$550.00 Documentation Fee
This Schedule shall commence upon our written acceptance. Your monthly Rent is set forth above and is due monthly in advance on
the due date (such date established by us on our acceptance).
LESSOR, "Us"/"Our" ACCEPTANU CUSTOMER/LESSEE, "You 'Your" CC PTANCE
DATED: t I h., DATED:
LESSOR: -Ilmxt Cap orporation CUSTOMER: Vi Fac D'
ry t; InA
SIGNATURE: SIGNATURE: X '
TITLE: orize epresentative TITLE: Presid
EQUIPMENT ACCEPTANCE FOR EQUIPMENT SCHEDULE No. 6597
TO MASTER LEASE AGREEMENT No: 04-19633
This Equipment Acceptance incorporates the terms and conditions of the above-referenced Equipment Schedule and Master Lease
Agreement. Each capitalized term used herein shall have the same meaning given to it in the above-referenced Master Lease
Agreement unless otherwise defined herein.
You certify that all Equipment pursuant to the referenced Equipment Schedule has been furnished, that delivery and installation and
other work necessary prior to use has been fully completed to your satisfaction. The Equipment is in good condition, working order
and repair and is in compliance with all your requirements. All conditions and terms of this Lease have been reviewed and
acknowledged You authorize Us to pay the Equipment Supplier(s) pursuant to the attached Invoice. Upon signing below, your
promises herein will be irrevocable and unconditional in all respects and you irrevocably accept the Equipment "as is", "where is"
and without recourse, representation or warranty of any kind express or implied,
VillageCraft Factory Direct, Inc. X
-15 -01 President
?? ?????
Iv
CORPORATE GUARANTY
To induce Direct capital Corp. ("Lessor") to lease equipment to vftwcmeFeawy ohx
"Lessee'l pursuant to Lease No. o4-19633 (the
or pursuant to r Lease No. 04 t 9633 and all
Supplements thereto (cross out and complete as required) (the "Lease').
1 • The undersigned hereby absolutely and unconditionally Guarantees to Lessor full and rom t a
performance when due of each and every obligation p P P 3 went and
2. The undersigned here ?' gation of Lessee under the Lease.
by waives (i) notice of the acceptance hereof by Lessor an of the creation and existence
of the Lease and (ii) any and all defenses otherwise available to a guarantor or accommodation party.
3. This Guaranty is absolute and unconditional, and the liability of the undersigned hereunder shall not be
affected or impaired in any way by any of the following, each of which Lessor may agree to without the
consent of the undersigned: (a) any extension or renewal of the Lease whether or not for longer than the
original period; (b) any change in the terms of payment or other terms of the Lease or any collateral therefor
or any exchange, release of or failure to obtain any collateral therefor, (c) any waiver of forbearance granted
to Lessee or any other person liable with respect to the Lease or any release of, compromise with, or failure to
assert rights against Lessee or any such other person; and (d) the application or failure to apply in any
particular manner any payments or credits on the Lease or any other obligation Lessee may owe Lessor.
4. Lessor shall not be required before exercising and enforcing its rights under the Guaranty first to resort for
payment under the Lease to Leasee or to any other person or to any collateral. The undersigned agrees not to
obtain reimbursement or payment from Lessee or any other person obligated with respect to the Lease or
from any collateral for the Lease until the obligations under the Lease have been fitly satisfied.
5. The undersigned shall be and remain liable for any deficiency following foreclosure of any mortgage or
security interest securing the Lease whether or not the liability of Lessee under the Lease is discharged by
such foreclosure.
6. The undersigned shall be and remain liable for any deficiency following the initiation of bankruptcy or other
insolvency actions affecting the Lease or the Lessee, whether or not the liability of the Lessee is discharged
in whole or in part by such action.
7. The undersigned agrees to pay all costs, expenses and attorneys' fees paid or incurred by Lessor in
endeavoring to enforce the Lease and this Guaranty.
8. If any payment from the Lessee or anyone else is applied to the Lease and is thereafter set aside, recovered,
rescinded, or required to be returned for any reason (including as a preference in the ban
Lessee), the obligations under the Lease to which such payment was ?Pe3' of the
Guaranty be deemed to have continued in existence notwithstanding sucapplied h application, thhiissGuaz my shall
be enforceable as to such obligations as folly as if such applications had never been made.
9. If more than one person signs this Guaranty, then the liability of the undersigned hereunder shall be joint and
several, and this Guaranty shall by enforceable in full against each of the undersigned.
10. This Guaranty shall be binding upon the estate, heirs, successors and assigns of the undersigned, and shall
insure to benefit of the successors and assigns of Lessor.
CONSENT TO LAW, JURISDICTION AND VENUE. The subject Lease shall be deemed fully executed and
performed in the state ofLessor's or its Assignee's principal place of business and shall be governed by and construed
in accordance with the law thereof. If the Lessor or it's Assignee shall bring any judicial proceeding in relation to any
matter arising under the Lease Agreement and for this guaranty, the undersigned hereby irrevocably agrees that any
such matter may be adjudged or determined in any court or courts in the state of the Lessor's or its Assignee's principal
place of business, or any U.S. federal court sitting in the state of the Lessor's or its Assignee's principal place of
business, or in any court or courts in Lessee's state of residence, or in any other court having jurisdiction over the
lessee or assets of the Lessee, all at the sole election of the lessor. The undersigned hereby irrevocably submits
generally and unconditionally to the jurisdiction of any such court so elected by Lessor or its Assignee in relation to
such matters.
Dated
1? , 20_ '7 .
urilageCraft Co ct Fumishin LP
Corporation or Partnership
Signature
General Pa er
Title
EXHIBIT "A"
This Exhibit A is referred to in and made part of the Equipment Schedule numberto Master
Lease Agreement number 04-1903 between
iltageCraft Factory Direct, Inc.
(Lessee) and Direct Capftai Corporation (Lessor).
All equipment as set forth on below invoice No(s) dated as listed, Including all attachments,
accessories and Inclusions per Invoice. See the attached invoices for the purposes of listing the
equipment only. Lessee acknowledges that the Lessee is choosing to lease the referenced equipment
over time per the payment schedule and terms and conditions set out in the above referenced Agreement
which control rather than the cash price as referenced on the invoices.
Refer to Bill of Sale from National Auto Centre, Inc, dated January 17'h, 2007
VillageCraft Factory Dirac, Ina
President
Sy signing above, I at- wish m. ue to receive updates from Direct Capital Corp. regarding my corporate account
Please Bend Information to the fax and/or email address given for the account
Lessor: Direct Capital Corpo ion
0 epees
From:DIRECT CAMAL CORP. 603 373 1980
BILL OF SALE
01/16/2007 18:55 X064 P.002/002
GRANTOR. National Auto Centre, Inc.
ADDRESS: 4801 South Eagle Valley Road
ADDRESS: Julian, PA 16844
TELEPHONE: (814)353-88ao
SOLD TO: Direct Caoital Coro SHIP TO: ViilageCraft Factory Direct, Inc.
ADDRESS: 155 Commerce Wav ADDRESS: 1446 Mount Holly Pike
ADDRESS: Portsmouth NH 03801 ADDRESS: Carlisle, PA 17013
Know all men by these presents; That in
hereby acknowledged
the undersigned
r consideration of V-ZAQQ._Qg the receipt of which is
t
,
g
an
or does hereby grant Dk= Capital Cozy. (Grantee). its Heirs, Executors, Administrators land assigns Grantee the
following described e
ui
t
q
pmen
:
QUANTITY ITEM DESCRIPTION UNIT PRICE TO
2 - Dust Collection System
2 - Downdraft Sanding Tables $9.600.00
$19,200.00
2 - Bench Lathe #40006 $4,400.00 $ 8,900.00
$3
500
00
1-Milling Machine
'1- Milt & Drift Combo Machine ,
.
$ 7,000.00
$2.500.00 $ 4,500.00
4- Metal Cutting Band Saw $2,000.00 $ 2,000.00
000
$2
00
2 - 48' Pan Brakes #5769G ,
.
$ 8,000.00
$6,500.00 $43,000.00
TOTAL: $62,600.00
To have and to hold, all and singular, the eq
Grantee that they are the lawful owner of uipment forever. Grantor he
? covenants with the
i
except as follows: equ
pment; that it is free from all encumbrances,
And that Grantor will warrant and defend the We of equipment to Grantee against all and every
Person and persons who claims any other interest in equipment.
In Witness whereof, the Grantor(s) have hereunto set their hands and seat this
day of_, 200 7 . 17th of January
National Auto Centre Inc.
a ---4
SI natu itle
g Office Manager
7th day of January 2007
JLL-3-2002 WED 03:37PM ID:
PAGE:2
MASTER DELIVERY GUARANTY
And
MASTER ASSIGNMENT OF INVOICES
Addendum to Master Lease Agreement # 04-19633 ("Agreement") dated
'between Direct Caoital Corooration as Lessor and vykvc.n vmr caw, i..
, as Customer.
In reliance on your promise to pay Lessor under the Agreement and this Master Delivery
Guaranty and Master Assignment of Invoices, we will pay all of the supplier(s) requested by
you under the Agreement (up to the total approval amount provided under the Agreement)
prior to delivery of the equipment from such supplier(s), if required by the supplier(s). In
such case, Customer understands that, despite the fact that certain items of Equipment to be
leased have not been delivered or installed, Customer authorizes Lessor to pay the
supplier(s) in advance of delivery of the Equipment, and Customer's obligations under the
Agreement will commence Immediately. Customer understands and agrees that in the event
the Customer is not satisfied with the working condition of the Equipment, that Customer
shall only look to persons other than Lessor or its assigns, such as the supplier,
manufacturer, vendor, installer, or carrier, and shall not assert against Lessor or Its assigns
any claim or defense that Customer may have with reference to the Equipment, Its
installation, or delivery.
An cases where a vendor of the Equipment covered under the Agreement has directly
invoiced the. Customer for any or all of the Equipment ("Invoice'), the Customer hereby
agrees that, pursuant to the terms of this Master Delivery Guaranty and Master Assignment,
each an every Invoice is hereby sold, assigned and transferred to Lessor, including all of the
Customer's rights, title and interest in and to the Invoice and the Equipment covered therein.
Direct Capital CorDOration
nat /?
Title
Date
V*C SaQ F"etory Deep, I-
C Omer
X
Signature
PftW=
Title
Daft,
x ???``+ ?
LEASE PORTFOLIO PURCHASE AGREEMENT
This Lease Portfolio Purchase Agreement ("Agreement") is made, entered into and effective as
of March 30, 2007 by and between Direct Capital Corporation, a New Hampshire corporation with a
principal place of business located at 155 Commerce Way, Portsmouth, New Hampshire (the "Seller'
and LEAF Funding, Inc., a Delaware corporation with offices located at 1818 Market Street, 9m Floor,
Philadelphia, PA 19103 (the "Buyer").
WHEREAS, the Seller owns the equipment lease transactions (the "Contracts) listed on Schedule I to this
Agreement and has offered to sell the remaining regular rental payment stream for each Contract
("Payments") listed on Schedule I (the "Assets"); and
WHEREAS, the Buyer desires to purchase such Assets from the Seller upon the terms and subject to the
conditions contained in this Agreement.
NOW, THEREFORE, Seller and Buyer hereby agree as follows:
1. Sale of Assets and Assignment of Rights
Subject to the terms and provisions of this Agreement, the Seller hereby sells, assigns and
transfers to Buyer the Assets associated with the Contracts included on the attached Schedule I
and in and to all related documents executed relating to this Agreement, including but not limited
to: (a) all of Seller's rights, remedies, title and interest in and to each Contract Payments; (b) a
first priority perfected security interest in and to all items of property subject to each Contract
("Equipment'; (c) all Payments relating to such Contracts, including late fees and
indemnification payments; (d) all of Seller's right, title and * interest in and to policies of
insurance or surety bonds with respect to the Equipment and Contracts and rights. to receive
payments or proceeds under any such policies of insurance; and (e) all guaranties and additional
security for the Contracts, including any security deposit. Buyer shall have, in addition to all
other rights hereunder, the right to receive and retain any and all Payments and rights thereto
under any referenced Contract. Upon, receipt.by Buyer of all Payments and other amounts due
and payable with respect to a Contract structured as an fair market piitchage option, and provided
(i) no default has occurred and remains uncured under the Contract and (ii) no material default
by §elferder has occ rrr an 3it Y`nam-rmotTod; Buyershall-termin to-its security-interest ------
in and to the related Contract acid Equipment, subject to any applicable residual sharing rights.
Except as to fulfilling payment on Contracts at or prior to obligor. verbal confirmation identified
on Schedule A as "prefunded contracts', Buyer does not assume (and Seller shall retain) any of
the obligations of the Seller under any Contract or with respect to the Equipment amid shall have
no duties in respect thereof.
2, Schedule I Purchase Price.
In consideration of the sale by the Seller to Buyer of the Assets listed on Schedule I pursuant to
this Agreement, Buyer hereby agrees to pay on the Closing Date to the Seller the sum (the
"Schedule I Purchase Price") which has been calculated in the manner described Schedule I in
immediately available Rinds to such account as specified by Seller,
3. Delivery of Contracts and Other Documents to Buyer,
Page I of 6
Concurrently with the payment of the Schedule I Purchase Price, Seller shall deliver to Buyer:
(a) all the original signed counterparts of all Contracts and related documents included in the
Schedule I;
(b) all originals or complete and accurate copies of related documents;
(c) any evidence held by the Seller of ownership and the Seller's security interest in, each item
of Equipment and of miy filings or other recordation of such interest made with respect to
each lessee or obligor in any relevant jurisdictions and evidence of payment of the purchase
price to the applicable vendor with respect to each item of Equipment;
(d) copies of the purchase orders, invoices and executed bills of lading with respect to the
equipment described in each Contract (if applicable);
(e) such other documents, insurance certificates, if applicable, and instruments included in the
Contract Files provided to Buyer at due diligence and others as Buyer- may reasonably
request to further implement and effectuate the purposes of this Agreement.
4. Warranties as to Lease Transactions; Doctunentation.
(a) As to each Asset assigned by the Seller to Buyer pursuant to this Agreement and its
associated Contract, each listed on Schedule I, the Seller represents and warrants that as of
the date of this Agreement:
(1) it is the owner of the Equipment described in the Contract, or has a perfected first
security interest or lien thereon effective against all persons, free from all security
interests, liens and encumbrances, except for the rights of the lessee or obligor,
(2) such Contract and all accompanying guaranties, waivers and other instruments are
true, valid, genuine, binding and enforceable in accordance with their respective
terns;
?? ?_.__ ?. ?? ?-?3)-. s`ucli Contract: i?'•tke'onlyContract-with-respect to••the.-Equipment..deseri>zed.?he?ein
and is a Contract which Buyer is authorized to purchase and hold, and the Seller has
the full legal power, right and authority to sell to Buyer;
(4) such Contract is legal, valid, binding, and enforceable in accordance with its terms and,
except as otherwise provided herein, is non'cancelable for its remaining term as such
term is indicated on the attached Schedule ly
(5) as to each Contract delivered to Buyer on or prior to. the Closing Date, such Contract
constitutes the genuine sole original counterpart of all of the original instruments
executed. for the disposition by Seller of the Equipment described therein, and
constitutes the entire agreement of the patties thereto;
(6) all information provided by_ Seller to Buyer concerning such Contract,. including,
without limitation, the information included -on the Schedule h has been provided with
the knowledge that Buyer has been induced to enter into this Agreement to purchase
the Assets on the terms agreed upon in reliance on such information and Seller
Page 2 of 6
warrants that, to the best of its knowledge, all such inforrnation was accurate and
correct as of the date it was obtained by Seller,
() all taxes imposed prior to the Closing Date by any taxing authority in connection with
the sale, lease, use or ownership of the Equipment covered by an assigned Contract or
Equipment have been or will be properly paid and discharged by Seller in accordance
with applicable law, unless Seller is contesting such taxes in good faith and in
accordance with applicable laws and regulations;
(8) such Contract entered into by Seller arose out of bona fide business transactions in the
ordinary course of business and, to the best of Seller's lrnowledge, the Equipment
covered thereby is, in conformity with all applicable jaws and regulations;
(9) as to such Contract, the Equipment has been accepted by, and with the exception of
Contracts listed as 'preftuided contracts' on Schedule I, and delivered to, the lessee
under the terms of the Contract, and the -lessee is obligated to make the Payments
specified in the related Contract;
(10) except as provided on a Schedule I, Seller is not holding any escrow, maintenance or
other reserves or deposits pursuant to such Contract, and agrees to indemnify and hold
Buyer harmless from any claims of any 1 essee or obligor to that effect;
(11) all fees in connection with such Contract have been indefeasr"bly paid and satisfied in
full;
(12) such Contract is in full force and effect and has not been terminated or is subject to
litigation and no material event of default has occurred and remains uncured thereunder .
and no Contract has been restructured, extended or otherwise materially modified; .
(13) Seller has the absolute right to sell and transfer the Contract and Payments and such
Contract does not contain a prohibition against such sale and {Assignment and Buyer
shall acquire good and valid title thereto, free from all liens and encdi ibrance's;
(14) there is not an snot any act, f'ailu`re o?'aicC ?iiniotr't5r?iiisrepresentatiorr of------
Seller, any vendor or Seller, or the agents or employees of vendor or Seller, which
nullifies, modifies, -limits or in any way affects the genuineness, validity or
enforceability of any obligation of any lessee or obligor under such contract;
(15) the payment status of such Contract is as stated on Schedule I and is not' subject to any
offset, deduction, defense, counterclaim or lien and no Payment under any Contract is
more thirty-four (34)'days past due;
(15) the vendor of the Equipment has been paid in full, except as relates to Equipment
subject to a Contract identified as "pre-funded" on Schedule 1.
(b) The Buyer represents and warrants that it has made an independent credit deoision to
purchase each Contract on Schedule L Buyer has completed a full detailed credit and
documentation review of each Contract and has reviewed all documents associated with the
Contracts and all additional assignments, schedules and other supporting documentation and
Page 3 of 6
finds all to be in form and substance acceptable to it, Buyer has received and reviewed all
requested information needed to complete its review.
(c) 1n purchasing each Contract under this Agreement, the Seller acknowledges that Buyer is
relying upon the warranties of the Seller contained herein and other agreements between the
parties as to such Contracts, and agrees that the knowledge of Buyer of any breach of any
such warranties at the tiine of its sale of each Contract or the failure of Buyer to call any such
breach to the attention of the Seller, shall not impair, limit or constitute any waiver of any
such warranties or of the obligations of the Seller with respect to such transaction, and that
the Seller shall remain fully liable for any such breach. Furthermore, the review of any such
transaction by Buyer and the furnishing of any comments in respect thereof to the Seller, or
the failure to do so in any case, shall not impair, limit, or constitute any waiver of any of the
obligations or warranties of the Seller with respect to such transaction.
5. Servicing and Remarketing.
Both parties expressly agree that: Buyer (including Buyer's successors, assigns and/or designees) shall
collect and receive all lease payments; shall exercise all other rights, powers and privileges of the lessor
or lender under each Contract, and generally provide all necessary administration for each Contract. In
the event that Seller receives any amounts constituting Assets which have been assigned to Buyer
hereunder, Seller shall receive same as trustee for Buyer and remit to Buyer all. amounts so received
within two (2) days of receipt thereof. Seller covenants that it will take such action as Buyer may
reasonably request to facilitate the transfer of servicing responsibility. Buyer may take or fail to take
whatever action with respect to the collection of such sums and receipt of such funds as Buyer, in its sole.
discretion, may deem proper.. In connection therewith, Buyer may agree with any Lessee as to any
modification, alteration, release, compromise, extension, waiver, consent or similar or dissimilar
indulgence of or with respect to such Contract. Billing, collection and. servicing of Contracts by Buyer
shall, to the fullest extent permitted by law and regulation. and without the necessity of Buyer filing,
registering, or licensing any trade name and without misleading any lessee or borrower which inquires with
respect to such matters and subject to the provisions set forth below, be done using the name of Seller
( `Piivate,4bel AdmiV'stration"). Seller hereby consents to the exclusive use by Bu er of Seller's name
and logo, in connection with the performance by Buyer of & Private Label A! MR 01 cts ,...,
Buyer may at its discretion cease Private Label Administration with respect any Contract that is in default
and/or any and all Contracts it Seller im s def Elt of ifS 6bTigafions hemufiTa"std-failt-ttr re"surh-default--
within thirty (30) days of written notice from Buyer or if this Agreement is terminated. Notwithstanding the
use of Private Label Administration, Buyer shall be entitled to file any and all Uniform Commercial Code
financing statements, continuations, assignments and/or other filings as Buyer may deem necessary to
evidence Buyer's interest in the Assets and/or Contracts.
At the Buyer's written request, Seller shall use its reasonable best efforts to assist in the repossession,
storage and sale of equipment included in a Contract. Buyer shall pay Seller a fee equal to 10% of any
amount realized by Buyer as a result of these efforts. Should Seller sell the equipment for more than the
then remaining outstanding balance of the Contract as calculated by the Buyer, any remaining additional
amount shall be paid to or retained by Seller.
Buyer will notify Seiler of the resolution of each Contract and the end of its term and the completion -of
all payments by lessee or obligor.
6. Repurchase of Assets.
Page 4 of 6
- 1 (a) Upon the occurrence of a material breach by Seiler. of any representation, warranty,
covenant, or obligation of this Agreement relating to the Assets, Seller shall, within ten (10) days after
the receipt of a written demand from Buyer, repurchase the .affected Assets for an amount equal to
Buyer's book value thereo4 plus Swap breakage costs, all as reasonably detierrnined by Buyer according
to its customary practices Investment Balance, as defined herein, with respect to such Asset. Upon
receipt of the repurchase amount, Buyer shall promptly execute all appropriate documents to convey
Buyer's interest in and to the underlying Contract and Equipment on an AS-IS, WF1ERE-1S basis,
without representation or warranty,
(b) Tn lieu of requiring a repurchase of a Contract as set forth above, the parties may at their
discretion agree to substitute a new transaction acceptable to Buyer for the Contract which Seller would
otherwise be obligated to repurchase. Any such substitution shall be upon mutually satisfactory terms
and conditions.
7. Indemnity,
Seller shall indemnify and hold Buyer harmless against and from any and all losses clams and expenses,
including legal fees and expenses. ("Claims') arising from: (i) any breach by Seller of any warranty,
covenant or other obligation of Seller in this Agreement; (ii) Seller's negotiating, arranging and documenting
a Contract and administration thereof or assertion of a claim against Buyer to the extent which, if valid, would reflect
a breach by Seller of any of Seller's warranties or agreements hereunder.
8. Power of Attorney.
Seller hereby irrevocably appoints Buyer its attorney-in-fact to do, at Buyer's option and expense, all
lawfid acfs and things which Buyer may deem necessary to: (a) perfect, continue
pprfecr
the security or title interest conveyed* to Buyer pursuant to an Contract; to endn, amend or Ors Seller's name, any derivation thereof on all Contracts, all documents ancillary thereto, all asso or sign igru and/or participations of Contracts to Buyer and/or other participants, bills of sale (whether to or- from
Buyer), checks, collections, receipts, financing statements or assignments, or other documents related to the servicing Of -a Contractwith the terms ooff this
4.
Agreeme.nt; and (c) to take possession "of and.,6gezt mail received by Buyer but addressed to Seller
relating to such collections and remove payments and collateral proceeds (including any insurance
`pTaoe-bds):"Seller•irrevocably-authrndmentsizes
statements --Buyer-tofile-an}?.and_a11-Uniform..Convnercial._Code_financing_
, assignments, amen and/or continuations as Buyer may deem necessary or prudent to
perfect and/or maintain Buyer's interest in and to the Assets, including Uniform Commercial Code
filings that identify Seller as having sold the Assets to Buyer. Buyer shall be entitled to sign Seller's
name to any form document to evidence the conveyance of any Contract from Seller to Buyer on an
individual basis so disclosure of this Agreement would not be necessary,
9. Term of Agreement,
This Agreement shall continue ui effect so long as any Contract shall be outstanding.
10. Modification and Waiver.
No modification or waiver of any provision of this Agreement or any other agreement executed between
the parties shall be effective unless such modification or waiver shall be in writing and signed by a duly
autborized officer of Buyer and the Seller and the same shall then 'be effective only for the period and on
the conditions and for the specific instances and purposes specified in such writing.
Page 5 of 6
1
I 1. Notices; Choice of Law; Successors and Assigns.
This Agreement shall be govemed by and construed in accordance with the internal laws of the State of
New Hampshire.
This Agreement shall be binding upon and inure to the benefit of the Seller and Buyer and their
respective successors and assigns, but nothing herein shall give the Seller the right to assign this
Agreement or its rights hereunder without the express prior written consent of Buyer.
IN WITNESS WHEREOF, the parties hereto have caused this PORTOI 0 PURCHASE AGREEMENT
to be signed by their duly authorized officers on their respective behalf as of the date first above written.
LEAF ING, INC.
By: '
Type Name: ; l y
Title: re
`
DIRECT CAPITAL CORP TION
By:
Type NameVf6L
yTitle: C.
Page 6 of 6
SCHEDULE I TO PURCHASE AGREEMENT
This Schedule I ("Schedule t') to Purchase Agreement dated March 30, 2007 ("Agreement"), is executed
~r by and among LEAF Funding, Inc. (`Buyer") and Direct Capital ("Seller'). Seller, for and in consideration of the
Schedule I Purchase Price indicated below paid or to be paid by Buyer to Seller this day, hereby transfers and
assigns to Buyer, all Seller's right, title and interest in and to the following Assets, all pursuant to the terms of the
Agreement, the terms of which are incorporated herein by reference:
Contrac : Each of the one hundred seventy seven (177) lease transactions identified on that certain Excel
spreadsheet attached hereto as Exhibit A shall constitute a separate Contract.
Lessee Name and Address: Each as identified. in Exhibit A attached hereto and the applicable Contract.
Payments:- Each Contract shall have the number and amount of remaining monthly Payments, plus
applicable taxes, as specifically described in Exhibit A (and/or in the applicable Contract coming due on or after the
date specified below).
Due Date for first Payment assisned to Buyer. With respect to each Purchased Lease, Buyer shall be
entitled to receive all Payments which remain unpaid under the Contracts as of March 27, 2007, as reflected in the
attached Exhibit A.
Equipment Description and Location: As set forth in each Contract.
Sehedxile IPurchase Price: $7,886,091.83.
Security Deposit: Each as set forth in Exhibit A or as otherwise specified by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment by their duly authorized
officers as of the date first above written.
LEAF FUNDING, INC. DIRECT CAPITAL, INC.
By. 13 .
Name: Name: _c r't+ - u 5eA.0
-Title:- Title: Ca=d
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73
SHERIFF'S RETURN - REGULAR
CASE NO: 2008-02109 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
LEAF FUNDING INC
VS
VILLAGECRAFT FACTORY DIRECT IN
NOAH CLINE , Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
WTT T.7\=r?nnWT WnrTr1RV nTRF.r'T T-NTr the
DEFENDANT , at 0905:00 HOURS, on the 4th day of April , 2008
at 1446 HOLLY PIKE
CARLISLE, PA 17013
JERRY TROLINGER
by handing to
ADULT IN CHARGE
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 18.00
Service 5.00
Affidavit .00
Surcharge 10.00
.00
??',u??& ? 33.00
Sworn and Subscibed to
before me this
of
day
So Answers: - f;, 011
R. Thomas Kline
04/07/2008
LAMM RUBENSTONE
By: Deputy Sheriff
A. D.
SHERIFF'S RETURN - REGULAR
CASE NO: 2008-02109 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
LEAF FUNDING INC
VS
VILLAGECRAFT FACTORY DIRECT IN
NOAH CLINE Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
11- T T/ 11Tl7TPT /"nMrrDAOrr T:TTDNTTQWTNT(_'C T,p the
DEFENDANT , at 0905:00 HOURS, on the 4th day of April 2008
at 1446 HOLLY PIKE
CARLISLE, PA 17013 by handing to
JERRY TROLINGER, ADULT IN CHARGE
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 6.00
Service .00
Affidavit .00
Surcharge 10.00
00
16.00
Sworn and Subscibed to
before me this day
of
So Answers:
R. Thomas Kline
04/07/2008
LAMM RUBENSTONE
By:
Deputy Sheriff
A. D.
SHERIFF'S RETURN - REGULAR
CASE NO: 2008-02109 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
LEAF FUNDING INC
VS
VILLAGECRAFT FACTORY DIRECT IN
NOAH CLINE , Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
mMrNT TTTh LSD T'GDDV M .7D the
DEFENDANT
, at 0905:00 HOURS, on the 4th day of April , 2008
at 1446 HOLLY PIKE
CARLISLE, PA 17013
by handing to
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 6.00
Service .00
Affidavit .00
Surcharge 10.00
.00
0 16.0 0
Sworn and Subscibed to
before me this
of
So Answers:
R. Thomas Kline
04/07/2008
LAMM RUBENSTONE
By
day Deputy Sheriff
A. D.
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
Plaintiff,
V. No. 2008-2109
VILLAGECRAFT FACTORY Civil Term
DIRECT, INC. and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P. and
JERRY M. TROLINGER, JR.
Defendants.
PRAECIPE FOR DEFAULT JUDGMENT
AGAINST DEFENDANTS,
VILLAGECRAFT FACTORY DIRECT, INC.
and VILLAGECRAFT CONTRACT FURNISHINGS, L.P., ONLY
Please enter judgment in favor of Plaintiff and against Defendants, Villagecraft Factory
Direct, Inc. and Villagecraft Contract Furnishings, L.P., ONLY, for want of an answer to
Plaintiff s Complaint.
Judgment should entered for $88,068.44, plus interest and additional attorneys' fees and
costs as they accrue, as set forth below:
Remaining Lease Payments
Attorneys' Fees
Total
$86,068.44
2,000.00
$88,068.44
PAGE 1 OF 2
381962_1.DOC
X I certify that the foregoing assessment of damages is for specified amounts averred to
be due in the Complaint and is calculable as a sum certain from the Complaint.
X Pursuant to Pa.R.C.P. 237.1, I certify that written notice of the intention to file this
Praecipe was mailed or delivered to the party against whom judgment is to be entered and to
his/her attorney of record, if any, after the default occurred and at least ten (10) days prior to the
date of the filing of this Praecipe and copies of the Notices are attached as Exhibit A.
Respectfully submitted,
LAMM RUBENSTONE LLC
By:
David A. DeFlece, Esquire
3600 Horizon Boulevard, Suite 200
Trevose, PA 19053
215-638-9330; 215-638-2867f
Attorneys for Plaintiff
381962_1.DOC
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
Plaintiff,
V. No. 2008-2109
VILLAGECRAFT FACTORY Civil Term
DIRECT, INC. and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P. and
JERRY M. TROLINGER, JR.
Defendants.
AFFIDAVIT OF LAST KNOWN ADDRESS
I, David A. DeFlece Esquire, of full age, being duly sworn according to law, upon my
oath, depose and say that I am the attorney for Plaintiff, that I am authorized to make this
Affidavit on behalf of Plaintiff; that to the best of my knowledge, information and belief, the last
known addresses of the above named Defendants are:
Villagecraft Factory Direct, Inc.
1446 Holly Pike
Carlisle, PA 17013
Villagecraft Contract Furnishings, LP
1446 Holly Pike
Carlisle, PA 17013
LAMM RUBENSTON LC
By:
David A. DeFlece, Esquire
Attorneys for Plaintiff
Swo to and S bscribed before me
i da of , 2008.
o y Public
COMMONWtALTFI F' ,__VLVANIA
NOTARIAL SEAL
LYNNE M. STARKMAN, Notary Public
Bensalem Twp., Sucks County
381962_LDOC My Commission Evires July 14, 2010
("?j b;+ 4-
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
V.
No. 2008-2109
VILLAGECRAFT FACTORY Civil Term
DIRECT, INC. and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P. and
JERRY M. TROLINGER, JR.
Defendants.
To: Villagecraft Factory Direct, Inc. Date: April 28, 2008
1446 Holly Pike
Carlisle, PA 17013
NOTICE - RULE 237.1
IMPORTANT NOTICE
YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN
APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT
YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS
YOU ACT WITHIN TEN (10) DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY
BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY
OR OTHER IMPORTANT RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE
CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO
PROM DE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL
SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
LAWYER REFERENCE SERVICE
CUMBERLAND COUNTY BAR ASSOCIATION
32 SOUTH BEDFORD STREET
CARLISLE, PA 17013
(717) 249-3166
Plaintiff,
M RUBENSTONE LC
By:
David A. DeFlece, Esquire
3600 Horizon Boulevard, Suite 200
Trevose, PA 19053
215-638-9330
Attorneys for Plaintiff
381427_1.DOC
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
V.
Plaintiff,
No. 2008-2109
VILLAGECRAFT FACTORY Civil Term
DIRECT, INC. and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P. and
JERRY M. TROLINGER, JR.
Defendants.
To: Villagecraft Contract Furnishings, L.P. Date: April 28, 2008
1446 Holly Pike
Carlisle, PA 17013
NOTICE - RULE 237.1
IWORTANT NOTICE
YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN
APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT
YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS
YOU ACT WITHIN TEN (10) DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY
BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY
OR OTHER IMPORTANT RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE
CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO
PROVI DE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL
SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
LAWYER REFERENCE SERVICE
CUMBERLAND COUNTY BAR ASSOCIATION
32 SOUTH BEDFORD STREET
CARLISLE, PA 17013
(717) 249-3166
AMM RUBENSTO C
w
By:
David A. DeFlece, Esquire
3600 Horizon Boulevard, Suite 200
Trevose, PA 19053
215-638-9330
Attorneys for Plaintiff
381427_I.DOC
U.S. POSTAL SERVICE CERTIFICATE OF MAILING
MAY -
PRO ,
R I.ANm RUMNSTO c FE .. .
3600 HORIZON BOU '1s? w A w
SUITE 2000 - F? D m a
TREVOSE, PA 190 9 _ L No
0
C N ? w3
One piece of ordinary mea addressed 11, cn Oo m o {,y y
.. G 00
co m
PS Forth 3817. January 2001
U.S. POSTAL SERVICE CERTIFICATE OF MAILING
PPRROrn FEgs?
F?
R LAmm RuBENSTo Aso .. I.
3600 HORIZON BOU -
_ SUITE 200 - °T
TREVOSE, PA 1905 cp
One piece of ordinary rtrail addressed ro: N'? 0 3
(o vei
oNO o C p
.& y
I 0 co rn
PS Form 3817, January 2001
E'
O rl :
R- O ?
04
W q? t. ?" 7
.:e f r`o
?
r, s.?
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
Plaintiff,
V.
No. 2008-2109
VILLAGECRAFT FACTORY' Civil Term
DIRECT, INC. and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P. and
JERRY M. TROLINGER, JR.
Defendants.
To: Villagecraft Factory Direct, Inc.
1446 Holly Pike '
Carlisle, PA 17013
NOTICE
Notice is hereby given that a judgment has been entered against you in the amount of
$88,068.44 plus interest and additional attorneys' fees and costs as they accrue, on
2008.
Copies of all documents filed with the Prothonotary/Clerk of Courts, ivil Division, in
support of the within judgment are enclosed.
Prot onotary/ ivil Division
BY:
If you have any questions regarding this Notice, please contact the filing party:
David A. DeFlece, Esquire, 3600 Horizon Boulevard, Suite 200, Trevose, Pennsylvania 19053
215-638-9330; 215-638-2867f
(This Notice is given in accordance with Pa.R.C.P. 236)
328822-1
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
LEAF FUNDING, INC.
Plaintiff,
V. No. 2008-2109
VILLAGECRAFT FACTORY Civil Term
DIRECT, INC. and
VILLAGECRAFT CONTRACT
FURNISHINGS, L.P. and
JERRY M. TROLINGER, JR.
Defendants.
To: Villagecraft Contract Furnishings, L.P.
1446 Holly Pike
Carlisle, PA 17013
NOTICE
Notice is hereby given that a judgment has been entered against you in the amount of
$88,068.44 plus interest and additional attorneys' fees and costs as they accrue, on
5 /i , 2008.
Copies of all documents filed with the Prothonotary/Clerk of Co , Civil Division, in
support of the within judgment are enclosed.
Prot ono4Ty/ Civil Division
BY:
If you have any questions regarding this Notice, please contact the filing party:
David A. DeFlece, Esquire, 3600 Horizon Boulevard, Suite 200, Trevose, Pennsylvania 19053
215-638-9330;215-638-2867f
(This Notice is given in accordance with Pa.R.C.P. 236)
381962_I.DOC
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE:
JERRY M. TROLINGER, JR.,
Debtor
JERRY M. TROLINGER, JR.,
Movant
V.
LEAF FUNDING, INC.,
Respondent
CHAPTER 7
SSN: xxx-xx-0673
CASE NO: 1-08-bk-01425-RNO
(LIEN AVOIDANCE)
ORDER AVOIDING A JUDICIAL LIEN
The Motion of Debtor, Jerry M. Trolinger, Jr., to Avoid a Judicial Lien, having come this
day before the Court, it is:
HEREBY ORDERED that the judgment entered by Leaf Funding, Inc., in the Court of
Common Pleas of Cumberland County, Pennsylvania to No. 2008-2109 is avoided and declared
void as to all of the real property located at 2551 Spring Road, Carlisle, Cumberland County,
Pennsylvania and 202 Texaco Road, Mechanicsburg, Cumberland County, Pennsylvania owned
by the Debtor in that it impairs an exemption claimed by the Debtor in such real properties to
which the Debtor would otherwise be entitled
,? !Z 7
CERTIFIED FROM THE RECORD this-=-?
day of L ' 20
Clerk, U.S. Bar, p y curt
cwk
Per DtY,
By the CouM
Robert N. Opel, Wauptcy Judge (DB)
This document rs elwtronscrslly signed and filed on the same date.
Dated: October 23, 2008
06- 2.169 j!L
Case 1:08-bk-01425-RNO Doc 71 Filed 10/23/08 Entered 10/23/08 10:51:12 Desc
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