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HomeMy WebLinkAbout08-6663IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, CIVIL DIVISION Civil Action No. 08- 4O & aw; c-em v. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, COMPLAINT Defendants. Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 4478774 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, 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. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service Cumberland Bar Association 2 Liberty Avenue Carlisle, PA 17019 717-249-3166 4478774 1 ? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants. COMPLAINT Plaintiff, Textron Financial Corporation, by and through its counsel, Buchanan Ingersoll & Rooney, PC, as and for its Complaint against Defendants All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner, hereby alleges as follows: PARTIES 1. Plaintiff, Textron Financial Corporation ("Textron" or "Secured Party") is a corporation duly organized, chartered and existing under the laws of the State of Delaware, with its principal place of business in Providence, Rhode Island. 2. Upon information and belief, Defendant, All Pro West Truck and Trailer Accessories, Inc. ("All Pro") is a corporation duly organized, chartered and existing under the laws of the Commonwealth of Pennsylvania, with its principal place of business at 6250 Carlisle Pike, Mechanicsburg, PA 17050 (the "Dealership Location") 3. Upon information and belief, All Pro is a dealer of car trailers, utility trailers, equipment trailers and associated accessories. 4478774 4. Upon information and belief, Defendant, Sherry L. Wagner ("Wagner") is a citizen of the Commonwealth of Pennsylvania who resides at 4400 Kile Drive, Enola, PA (Cumberland County), 17025. 5. As of January 6, 2005, Wagner was the President and Assistant Secretary of All Pro. STATEMENT OF JURISDICTION AND VENUE 6. This action arises under the laws of the Commonwealth of Pennsylvania and is within the subject matter jurisdiction of this Court. 7. This Court has personal jurisdiction over each of the defendants pursuant to 42 Pa. C.S.A. § 5301. 8. Venue in this Court is proper under Rule 1072 of the Pennsylvania Rules of Civil Procedure because the property to be replevied is located in Cumberland County and the actions that give rise to this Complaint occurred in Cumberland County. FACTUAL BACKGROUND A. The Wholesale Security Agreement and Personal Guarantee 9. On or about January 6, 2005, All Pro and Textron entered into a certain Wholesale Security Agreement (the "Security Agreement") and Finance Plan ("Plan" and together with the Security Agreement, the "Loan Documents")% whereby Textron agreed to finance All Pro's acquisition of certain inventory including, but not limited to, car trailers, utility trailers, equipment trailers and associated accessories (collectively, the "Collateral'), for sale in the ordinary course of All Pro's business. A copy of the Security Agreement and a copy of the 1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms by the Security Agreement and the Plan. 2 Plan are attached hereto as Exhibit A and Exhibit B respectively and both are incorporated herein as if set forth in full. 10. In connection with the execution of the Security Agreement, Wagner executed an unconditional and irrevocable personal guarantee (the "Guaranty") of the payment and/or performance of all indebtedness, obligations and liabilities of All Pro to Textron. A copy of the Guaranty is attached hereto as Exhibit C and incorporated herein as if set forth in full. 11. The Security Agreement requires, among other things, that in order for All Pro to sell the acquired inventory, All Pro "holds all of the proceeds of any such sale in trust for, and promptly remits the unpaid Invoice Cost of such item of Collateral to, [Textron]." Security Agreement, 17. 12. As set forth in paragraph 1 of the Security Agreement, Textron has, among other things, an interest in the Collateral as a secured party. In order to secure its obligations under the Security Agreement, All Pro granted to Textron a valid security interest in and to the Collateral. Textron perfected its security interest by filing a UCC-1 financing statement with the Pennsylvania Secretary of State on January 21, 2005 [File # 2005012605224], a copy of which is attached hereto as Exhibit D and incorporated herein as if set forth in full. 13. Section 9 of the Security Agreement provides that the failure of All Pro to make the required transfer of proceeds from the sale of the Collateral to Textron in accordance with paragraph 7 of the Security Agreement constitutes a default by All Pro in the performance of its obligations under the Security Agreement. Security Agreement, ¶ 9(a), (c). 14. In the event of a default by All Pro, the Security Agreement provides that Textron may, with or without notice or demand to All Pro, pursue and enforce any one or more remedies 3 including by not limited to the following: (1) taking possession of the Collateral; (2) disposing of the Collateral; and (3) collecting from All Pro all sums due and to become due under the Security Agreement. Security Agreement, 110. B. All Pro's Defaults under the Security Agreement 15. All Pro has defaulted under the terms of the Security Agreement by failing to properly transfer proceeds, together with interest and other changes regarding the invoice cost as specified in the applicable Loan Documents, from the sale of each item of the Collateral to Textron. 16. On or about July 15, 2008, Textron notified All Pro (via Federal Express) that All Pro had breached the Security Agreement and Plan and demanded that All Pro pay the demand amount. A copy of the July 15, 2008 correspondence (the "July 15th Demand Letter") is attached hereto as Exhibit E and is incorporated by reference herein. At the time Textron sent the July 15th Demand Letter, the default amount totaled $230,126.17 as of June 30, 2008. 17. On or about September 12, 2008, Textron notified All Pro (via Certified mail) that All Pro had breached the Security Agreement and Plan and demanded that All Pro pay the demand amount. A copy of the September 12, 2008 correspondence (the "September 12th Demand Letter") is attached hereto as Exhibit F and is incorporated by reference herein. At the time Textron sent the September 12th Demand Letter, the default amount totaled $104,890.47 as of August 31, 2008. 18. On or about October 1, 2008, Textron notified All Pro (via Certified mail) that All Pro had breached the Security Agreement and Plan. As a result of All Pro's default, Textron accelerated the maturity of all unmatured obligations owing from All Pro to Textron and demanded that All Pro and Wagner (as guarantor of All Pro) pay the sum of $827,895.77 to 4 Textron. A copy of the October 1, 2008 correspondence (the "October 1st Demand Letter" and collectively with the July 15th Demand Letter and the September 12th Demand Letter, the "Demand Letters") is attached hereto as Exhibit G and is incorporated by reference herein. At the time Textron sent the October 1st Demand Letter, the accelerated obligations totaled $827,895.77 which consisted of $820,510.99 in principal and $7,384.78 in interest accrued through September 30, 2008. 19. As of October 21, 2008 All Pro made sales out of trust totaling $151,373.80. 20. As of October 31, 2008, All Pro's out of trust amount had risen to $222,897.19. COUNTI BREACH OF CONTRACT AGAINST ALL PRO (MONEY DAMAGES) 21. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 22. All Pro was and currently is in default of the Loan Documents, which defaults include, but are not limited to, the following: (a) sales of certain items of Collateral without remitting the proceeds to Textron, a condition known in the industry as "sales out of trust" or "SOT." 23. Textron properly made demand and accelerated All Pro's obligations under the Security Agreement by the Demand Letters. 24. All Pro has failed and refused to make payment of this indebtedness to Textron. 25. Textron has elected to declare the entire indebtedness of All Pro to Textron due and owing, which indebtedness, as of November 3, 2008, includes (i) interest and other charges 5 in the amount of $5,829.83, (ii) $201,233.69 in out of trust amounts; (iii) $23,608.51 in amounts relating to stolen or defective Collateral; and (iv) $406,602.35 in current and past due principal. 26. Accordingly, All Pro is liable for and owes Textron the sum of $637,274.38 as of November 3, 2008, plus interest thereafter at the rate provided in the Loan Documents in addition to attorneys' fees and costs. COUNT II REPLEVIN CLAIM AGAINST ALL PRO 27. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 28. Section 10 of the Security Agreement provides that in the event of default, Textron may enter upon All Pro's business premises in order to take possession of the Collateral. 29. A list of specific Collateral which Textron believes is currently at the Dealership Location (as of October 31, 2008) is set forth in Exhibit H attached hereto and incorporated herein. 30. A list of specific Collateral which Textron believes has been sold by All Pro without the sale proceeds derived from the same remitted to Textron as required by the Loan Documents (as of October 31, 2008) is set forth in Exhibit I attached hereto and incorporated herein. 31. The value of the Collateral is estimated to be $420,000. 32. The Collateral is believed to be located at All Pro's business premises located at 6250 Carlisle Pike, Mechanicsburg, PA 17050. 6 33. Pursuant to Section 10 of the Security Agreement and 42 Pa. C.S. 1071 et seq. Plaintiff is entitled to immediate possession of the Collateral plus attorneys' fees and costs. COUNT III CLAIM FOR INJUNCTIVE RELIEF AGAINST BOTH DEFENDANTS 34. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 35. Textron owns, possesses and still retains a duly perfected purchase money security interest in and has the right to immediate possession of the Collateral. 36. All Pro currently has possession of the Collateral and wrongfully refuses to deliver such Collateral to Textron. 37. There is an immediate danger that unless restrained and/or ordered by this Court, not to do so, All Pro and its agents, representatives and guarantors may transfer, sell, pledge, assign, remove, secrete or otherwise dispose of the Collateral in derogation of Textron's security interest. 38. If the Collateral is transferred, sold, pledged, assigned, removed, secreted or otherwise disposed of by any Defendant, Textron's rights to possession of the Collateral will be unduly prejudiced, and Textron will suffer irreparable injury to which Textron has no adequate remedy at law. 39. Textron is entitled to a temporary restraining order and injunction prohibiting any and all Defendants from selling, transferring, pledging, assigning, removing, secreting or otherwise disposing of Textron's Collateral. 7 COUNT IV BREACH OF CONTINUING GUARANTY AGAINST DEFENDANT SHERRY L. WAGNER 40. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 41. On or about January 6, 2005, Defendant Wagner, for good and valuable consideration, executed and delivered to Textron the Guaranty of the obligations of Defendant All Pro to Textron. 42. By the Demand Letters, Textron, pursuant to the terms and provisions of the aforesaid Guaranty, duly notified Wagner of All Pro's default and demanded payment. 43. Despite demands therefore, Defendant Wagner has failed and/or refused to make payment of the indebtedness of All Pro to Textron. 44. Pursuant to the terms of the aforesaid Guaranty, Wagner is indebted to Textron for the entire indebtedness of All Pro to Textron in the sum of $637,274.38, as of November 3, 2008, plus costs of collection and interest thereafter at the rate specified in the Security Agreement and Guaranty. COUNT V CLAIM FOR ATTORNEY'S FEES AND LEGAL EXPENSES AGAINST ALL DEFENDANTS 45. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 46. The Loan Documents and Guaranty require payment by All Pro and Wagner, each of them jointly and severally, of any and all attorneys' fees, costs, and expenses incurred by Textron in connection with the enforcement of its rights under the aforesaid agreements. 8 47. Textron has and will incur attorneys' fees, costs, and expenses in connection with the collection of its unpaid debt in an amount yet to be determined. 48. Textron is entitled to judgment against All Pro and Wagner, jointly and severally, for such fees, costs, and expenses as determined and allowed by the Court. DEMAND FOR RELIEF WHEREFORE, Plaintiff, Textron Financial Corporation demands judgment as follows: 1. Under Count I, against Defendant All Pro West Truck and Trailer Accessories, Inc. in the sum of $637,274.38, plus interest at the rate specified in the Loan Documents from and after November 3, 2008, attorneys' fees and costs; 2. Under Count II, against Defendant All Pro West Truck and Trailer Accessories, Inc. awarding Textron an Order of Seizure granting it immediate possession of the Collateral; 3. Under Count III temporarily, preliminarily and permanently enjoining and restraining Defendants All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner and their agents, representatives, servants, officers, guarantors, employees and affiliated corporations from doing or taking, or causing to be done or taking any action to transfer, sell, pledge, assign, remove, secrete or otherwise dispose of the Collateral; 4. Under Count IV, against Defendant Sherry L. Wagner in the sum of $637,274.38, plus interest at the rate specified in the Loan Documents from and after November 3, 2008, attorneys' fees and costs; 5. Under Count V, against Defendants, All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner, jointly and severally, for all attorneys' fees, costs, and expenses incurred by Plaintiff, Textron Financial Corporation in connection with enforcement of its rights herein, in an amount to be determined and allowed by the Court; and 9 6. Any and all further relief, legal or equitable, to which Plaintiff Textron Financial Corporation may be entitled. Dated: November 7, 2008 Respectfully submitted, BUCHANAN INGERSOLL & ROONEY PC By: /s/ u, Te A. Sh sky (PA No. 8V79) 20th Floor, One Oxford Centre Pittsburgh, PA 15219 Telephone: 412.562-8800 Facsimile: 412.562-1041 Counsel for Textron Financial Corporation 10 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants. VERIFICATION I, Chuck Schroeder, am an Account Manager for Textron Financial Corporation, Plaintiff herein, and, as such, I am authorized and do make this verification on behalf of Plaintiff, and state that the averments of facts set forth in the foregoing pleading are true and correct to the best of my knowledge or information and belief. I understand that the statements therein are made subject to the penalties of 18 Pa.Cons.Stat. §4904 relating to unsworn falsification to authorities. Dated: l/- DA6 -O S EXHIBIT f A" - TEXTRON 1 1\ \ \,(.I Two Whoeaek Security Agreenow (this *Jwcemae) is coteraed into, as of the due ad forth below, by the debtor ideadified below ("Debtor and Tccsron Fms=W t MPXIUoa:CSeeiuod P*4e' , For ptxposes .of this Agreemeat, stty petty which eourA m cceitrolled by arts under cxm mm evmtrol ergs Deb6or*r Seared Party, shall be deemed set ttlfil-d- of Debtor or SecutM Patty, as appropriate. Grant of Security Lt res# Desexiptina of CoWteml. Debtor grants to Secured Party and its affiliates a security interest in the following property (wllectwy, the "Collateral"): See Attached Exhibit A L Promise to pay. Debtor promises to pap to Secured Pally the original Wvoice cwt ('Invoice Coat`) of each it= of Coilawg fatonced or net'taaoed for Debtor by Seared Panty puutautrrt to tams deflect, finance plant or otheaxise (m all case; a "Finmx Phm'l together with iatrrreeat and charges an the Invoice Cost as-sped5ed is the appurSWe.Irmunce Plan and this Agreement (c Badivety, the Total Dekd All payments he rounder and envier each Finance Plea dolt be trade payable to Second Parry. cad delimW to the add is gta3fiad by Steed Party fimt time to thm Each pgmm t rece#ved from Debtor by Secaued Party shall be applied. FIRST, to the po.Mon of tbs Total Debt attrt'bub ble to IN" of C.oussual Which, have been e1-1 , red of by Dew, in the osda m which. such bca of Cagatcal were invoiced to Debtor (the "Order of Invoidng" 13COND, to the portion of do Totrrll Debt then do and «aaog Wributakk to odxr items of Collateral in their Order of Invoicing; and, THIRD. the cacem if any, ",be held by Seeped Patty ea steaarty foe the payment elf all odier obligations of Debtor and/or its affiliates se ceued by the Courted. With respect !p aayperticu ar treat of Collared, psym utts twaved by Secured Party from Debtor which at allocable thereto shall be applied: FIRST, to aeeaued ctrl unpaid We rbuga and interest oaring hereunder and under any applicable Finance Plan with respect to such item of Collateral; sad, SBCOM, to tle tbea omslasdr? Invoice Cost afmch item of Collateral. 3. Obligation Secured by the Collateral. Each item of Collateral sbaU seems the payment and performance by Debtor and/or its affiliates of all present and future indebtedness and obligation of Debtor atdlor its ad6tiafto; of my lid and net:pre wbatscaw. caving to Secured Party and/or its affitiatias Debtor adQtoMedgrs that Seared Party dish be aaeW to a purchase mosey to mity imatst in the iteens of CoWteral Snaoced by Seetured Party forD*btar and argrea that the eoteut of Scx;u red Ptavs purchase money priority in _:ry such item of Collateral shall be determined, at any time, by retiesence to die urpeud Total Debt attributable to such item of Collateral. 4. Collateral to Reach Personal Prowly; Location of Collateral. Debtor agree that the Coliataal shaft it all times remain pesatutet property, shall not become at3'ncod to or km a part of any real entree, cad wail be located at Debtoespiaoe(s) of bum set forth below. Debtor shall tuft remove any of the feral kom atdt Iocatraa(s) (mods ng.moving any of the Collateral between of among stub :locati*s)) or crags its principal place of business without the prior wrrtte consent of Secured Party. S Disclaimer of Warraatia; Unconditional Nature of Obiiptises. DI13TOR HEREBY ACKNOWLEDGES AND AGREES THAT: (a) SECURED PARTY IS NOT TAE MANUFACTURER OR THE SELLER OF THE COLLATERAL; AND (b) SECURED PARTY HAS NOT MADB ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE CDLLAMMAL OF ANY NATURE OR K[ND WHATSOEVER, EITHER EXPRESS OR MLM. INCLMING, 33UT NOT 1241IED TO, THE MERCHANTABILITY OF THE Comr'iTzkm, ITS FITNESS FOR A PARTICULAR PURpw, rm COIVIPumm WITH APPLICABLE LAWS AND REGULATIONS OR ITS NON INDR114 C'ANT OF THE RIGHTS CIDr Q1HffitS. Debtor agrees that it dull give tmnoan6tumity in any of Sias C'ollteerd $aarced by Seared Party, or any edam of a right to notice to Secured Party of nay data* ear niect or rc+take acoepet!ooe or such; C 11meral for my rasase, no later than five (S) days xflw delivery o rsach Collateral. NOTWITHSTANDING SUCH IM M DEMR AGREES THAT ITS ORUGA71ONS TO SECURRD TARTY WTTH RESPECT TO SUCH COLLATERAL SHALL BE ABSOLUTE AND UNC>DNDMONAL AT ALL TIMES AFTER SECURED PARTY HAS ADVANCED! OR OOMIv M ED TO ADVANCE ALL OR ANY PART OF THE INVOICE CAST OF SUCH COLLATERAL TO THE SELLER THEREOF. b Debtor`s Res, Wmnatiee as l Avotomearls. ."t Pl Debtor. IMS and warrtntt era Seamed. Party tb & DO* liwfnlly possesses and owns each item of Collateral financed or reticianced by Secured Partytnr Debtor.; 16i At security intact granted baby, the Collateral is f= frmn, and will remain free f orn, all liens, dhthts, Be sty ipte or ocher esambrunc ao Somg cxrvexaug the Collateral or its proceeds is on Mein favor of army pasty trues tuna Sespned Parity; all iafoamruicn mppiied acid nude W Debtor in any financial a accounting stasaaeat or application for credit delivered to Sun d Pity at my time is orchid be; truer corred, complete and poi ne when delivered and there has been no material adverse chimp is the Debtoe's esedit rrorthinea;s„ funsnciat peisitiou air is the inf er provided by Debtor to Secured Party in the credit application or otherwise from the daft of submission of such iafocmatiem through the date of Debtors signing of this Agaeenaatt. Debtor agees to dew at Debtor's own ocpatse, any action, proceeding or claim affecting the Cblbdecal;'to pry f ys' Else; and all other incntted by Setxxad Patty in eaforring itc rights titer DebtW s deficit heseander, to pry prampdyall tastes, sucsoancot& license fees cad trite public err private chimes whin levied or anesced against the Collateral, this Agrewmit, any Fiance Pin or putytaeats wo be trade in examen c tbeaew A(sncb obligatieuu .belt' if the termination of this AgaearrotS that if a certificate of Weis roioired by liar withreapec# to army cunt c Ctiolhu - Debtor slsalt oblate sutdu certificate and shall note the security interax of Secured Petty thereon and. many event, shall do everything necessary or expedient to preaesrxr or perfect the sea city 10" of Se aced Party thexvia *0 Debtor will to misnse7 far? to burp nn good rainy aexxatt tar,. except as hatio :. ap Y P , of od wiwe trsifier cry of ttrc'Collote* or ate the Cottath W for may purpow otter than for display or detaonstaaoein on Debtor s praauee I go prior written. couseat of Sociued Party; sad that Seemed Party may ems upon Debts s i at any reasonable time to inspect the Collateral and Debtors booix and teeords pats aiag to the Coltetesai vft ft fail cooperation and waimn of Debtor. SW - WhdM§k Snu tr Apeeerteart (Rev 12MM2004 Page 1 of 3 Acmunt 0202M - r Disposition of Collateral by Debtor, Release of Liao. Debtor is a merchatht engaged in the business orselling the Collateral and odher pe Seim propMy of a idnd similar to the Collateral. Both Debtor and Secured Party intend for Debtor to sell the ColWaal, but only in the ordinary course cf ifs btmir>ess as Debtor normally Seth sods Conan st 71erefore, Debtor may sell army item of Collateral PROVIDED THAT: (a) Debtoc_is ant m de:twiltltaetmder, (b) the price obtained fa stleh stern of Collateral is not less than the unpaid Total Debt attnbutable thereto, @nd (c) Debtor hogs aril of the proceeds of my such sale is trier for, and promptly remits the unpaid Invoice Cost of such item of Collateral to, Secured. Party. Debtor admowkdges the Secured Party may camd financial accommodations, in an amount equal to all or a portion of the Debtcs s rtes prig, to the purchaser or lute of as item of Collate net from Debtor. In such a case, the unpaid Invoice Cost of such item of Collateral and the amount to be financed by Seared Patty ray be off xt sgaimt one another to determine the amoemt pavable by or to Debtor. Insurance and Risk of Loss. At all times during the tam of this Agrecanmt, Debtor shall bear the entire risk of loss or destruction of; or damage to, the CoDsteal. Debtor will procote and continuously snrintair " ad risk' property ia:aaance Covering arch item of Collateral fot the fall rrplacemeat value ihafeof, plus soeh other insurance as Secured Party try sptxif)? from time to tune Pat3u polof insarmce shat! a statadaQd I.atdar IASS Payable - contain Endor: im favgr of Secured Party, providing: f+ory among a d. w things,` thirty 00) days price wri. nodoe w Seamed Party of any cancellation, nqm-remat or Modification of sock coverage. SaxatrnehPsety's aeceptanoe of polieies in lesser amoiuttt im roe io:tanae shag trot be tt waives of Debwf's obliges bar mia in may other instances: In theevent of Deb toes fat7ar- tio.secure and insurnace as herein required, Secured Party may to protect ad insure the Collateral, at its soh opefcn, wear auch isarumor be beh"o f Debtor and Debtor hartby Promises to pay to Secured Party on demand my amounts expended by Secured Party in securing such miar>mce as pert of fix obligttiogs payment of which is secured by the Como nt pursuant to this Agreement Insurance Ptsdmed by sex,rod Periy may include coverW beyond required by this Section. The cost of such insurance may include (1) Promimn et pease . Cr) prffinm spice cI g' tnd (ig7 fan for big and other administrative services. Secured Party's affiliates may as as inspaorux cameo flee 6xvilmy a°dfor ?caoa admaigUSIa'. that holy i>>aarapx obtained by may qtr t cher? ? prrslriman rebates and fees..,Deboor adinwolodres Secured Party is solely for else b6 ft of Secured party auod ensy. be roore expeasive dish insisance obtained by Debtor. Secured Party will promptly discolitinne any mmunox purchased by Secured Parts' upcia. Derbtpur s prse station of paper evidence of valid insurance meeting the requircutents of des Section. Debtor hereby cartes that Secirad Patty My. act a$s Debloes.r ve in aadorg; adjusting and sculing claims under or canceling any such insurance policies covamg due Colhatetak, and egg Debtor s tame an!! draft cadrs h or other instrtaments drawn by an insurer of the Collateral. 9. Events of Debrit; Acccleratioa. Debtor and Secured Party aclmowledge that time is of the essence in this Agreement. The following are events of default under this Agreement permitting Seared Party to take such action under Paragraph 10 of this Agreement as Sorted Party dams necessary: (a) acv. of Debtor s obligations to Secured Patty and/or army affiliate of Secured Party order this Agreement, army Fimanm Plan or any other agrecoamt ere tot paid or ptirboned as required; (b) there occurs a default by my affiliate of Debtor under any agreement with Secured Party and/or army affiliate of Seared Party, (c) any sale or other disposition of the Collateral is made by Debtor other than in compliance with Paragraph 7 hereof; (d) Debtor brmcbes army representation, warranty or covenant contained herein or in any other instrument or agreement delivered by Debtor to Secured Party or ray affiliate of Secured Party in connection with this AgQreameat or army other transaction; (c) Debtor dies, ceases to do business as a going concern or there occurs a material change in the ownership or mmngemmt of Debtor's business; (f) any of the Collateral is lost, damaged or destroyed and Debtor Ws to pay to Secured Party, witbin five (5) days thaeafa, the unpaid Invoice Cost of such Collateral; (g) Debtor becomes insolvent or banhupt; makes an assignment for the benefit of creditors or consents to the appoWmtent of a trustee or receiver-, a trustee of a receiver is appointed for Debtor or for a substantial part of its property without its consent and such trustee or receiver is not removed within a period of thirty (30) days; btobrtptcy, reorganization or insolvency proceedings are instituted by or against Debtor and, if instituted against Debtor, are not dismissed within a period of thirty (30) days; or if any of the foregoing occurs with respect to my ;.Intor or other party liable for say of Debtors and/or its affiliates obligations to Secured Party and/or its aff limes; (h) all or any part of the Collateral is attached, levied or seized upon in any proceeding and such process is not discharged within ten (10) days; (i) Secured Party believes that the prospect of payment or performance of Debtor's saWar its' affiliates obligations to Sensed Party and/or its afili tes u impaired, whether by reason of a material adverse change in the busmen prospect or financial condition of Debtor or otherwise, Or, in good faith, believes that the Collateral is insufficient security for Debtor's obligations to Secured Patty; Or G) coy guarantor, surety or endorser for any of Debtor's and/or its affiliates obligations to Seewed Party and/or its affiliate; dies, defbtdts in army obligation or liability owing to Secured Party or army affiliate of Secured Parry, or any guaranty of the obligations secured hereby is to rminated. If Debtor is in dedauh bcmunder, the indebtedness herein described and all other debts then owing by Debtor to Secured Party and/or its al5liams under this Agreement or any other present or future agreement shall, if Seemed Party or any such afflu to shall so elect, become manodiaely due and payable. 10. Secured Party's Remedies After Default; Consent to Eater Premiss. Upon a default heraurnder, and at any time thereafter. Secured Party shall have all of the rights and rerndies of a secured party under the Uniform C mmercial Code and any other applicable laws, including the right to collect from Debtor any deficiency remaining attar disposition of the Collateral. Debtor rugiees thtit Secured Party stay, by itself oc th ronglt at a?Cat, wrthont . o J .. to airy .person and without judicw prehexat of may kind, water into any promises or ttpan army hand owneih, leased or otherwise codex the app areataaDwd of Debtor whore Second Party behewsm the Cohiata cal many be. and diiasiarible, reader units" autd/or' tiep0101,e101 1 . or my items esf the caliatcrat. Debtor cqnsdy ,vavex an rights to pram ;loo of d e ('-us" -flee debmk and an claims fbt isjgiies suffered d or l m cxw d by smc6 enteag amdle r repcsussign Secured Putt Debtor stuan, Upon demand by Secured Party, asaemWes sec CoElaiera l and rehrea it w Secured Fortyrat s phlox d e d by Secured Party Secured Party will give Debtor reasonable notice of the time and place of any public asks of the Collateral or of the time after which any private sale of the Collateral or army other intended disposition thereof is to be made. The requwanmt of reasonable notice shall be met if such 5504 - Micissis Socially AWOWnent (Rev 12H320M Page 2 of 3 AaOUnt 02C2D2a -1 nonce is maven to tees notice address of Debttrr shootttt ham st }test ten (I Q} days be€Ort time of sale edt aflwt of ilte CaB mmli. eoonaf?tbe a oaaaaaett?y Debtes agras but the reporChan of My iteat Of Collasaal' by the M=UfisCtWW art any di:ttfttor *mW slum reasonable paiyate ask of the COBAc sl by Ses«tned Partyt if 8ie_pdm obWm d is ogtmt to: (a) 9rc then .ad?cfilag Invoice Can of a n& ium td Cctris?isl, so u (b} aawamcxs iiaauted, if arq, to of Cowl to the egnivaleM oamaoea Fjgm es of setsYft bol ft prig (w oak txft sad the like " iocltade attorney's, fees and odor kgtd expenses Debtor ode that Sew ft s reedits are exmoiilarive and not alternative, I1. Waiver of Defialfs; Agreement luchmive, Seemed Party may, in its sole discretion, waive a defettlt.or use a de&* at D s og om A" such waiver in any pattim lar fi*tmoe or any waiver of a particular default shall not be a waives .o[ any otha dcfmths at the wade tune OF at ivy a&er vane. No modification or change in this nalessthe same is mwnt mgand gr aind by an sad officer of Sensed Party. Agee t, or supplement hereto, shall bind Sc=xd Patty 12. Flaaocing Statements; Financial Infatuation. Debtor shall ezaatl t sA f,manciog swenzots or other instcmnieats which Semumd Patty rerso mebly deems to be necessary or approp at c to protect and pm*d its seauity toure t in the CotlattraL Debtor xodmins Secured Pasty to Igo a fina mIc atg Statement with moped to the Collateral sigimd: only b y Saumtnd Patty xoftr to fie a tepvdictior;: of this Agteomad or a mp oduction of a :fi?mg stataacat- Debtor will deliver to Sm red Party, wXhim rte!' ). days after die close of each fiscal year of DebW Debtor.'s bulam shit and stsemot 1: of meant (" Hest eW $tabereedsts'), cWtillmd by a reed firm of ceztilied public aiocwaataaf: as baying: been puep?rtd fo aazxdsmx with generally end accounting principles and as prewriting fairly the fiaattdal condition. cf Debtor as *Me dste lbeanof and for the period then aided Upon tee msk Debtor well deliver to Second Party, within ninety (90) days after the else of each ft W guvamr of the Debtor, copim of Debtor's etuattedy Financial Statements caviled by the chid ficaueial officer of Debtor. es ps iog fairly the- finaatcW condition of Debtor as of the date tbeseof and for the period then ended 13. MbtdkueouL Smued Party may correct patent ara herein and iM is bl=kL Any pcovisioos berenf contrary Uk probA ted by, at invalid =Aw applicable law, shall be ieispplicobie bereto, deemed omitted berefrpm, and ahelt tint invalidate the temeiniag provisions haeoL Sired.. Party may establish a craft Uzi for Dekor and may 4o st suadt credit limit from time to time.. Stich csedrt Iardt Wm notoonsti6rtt a oaa»nsmed line of nit it is &C intention of s+ocured.Party not to charge iatae It PUMONt to the Fm=w Phins: at a taae.in.exceaa of the h*ht* sate pamitted by applicable law. Ice mald* SU& dam, interest on any outstaintim Joao amotnrt shall be Wad emr the egntim period that such Ion auioeent is aur»ad * Any such eatcm charges paid by Debtor to Socirred Party shall be sppW to reduce the, a liar antutunt outstand erg or rdhoded to Debtor, res appropriaec. Debar ackaowiedges rem of a tine SPY hereaof and waiyas notice. of Sexa>sod. Parry"s aaaeppu?x hereod: if Deduce is s corpatad&%Debtor represents that this Ag+ etme tt is exeaged PMS=t to authaaityofhs Hated offtects and cms*du the valid and bkdmg obligation of Debtor: If Mara: thars ale panty =ecutea thx Agee a AS DOW, their obfigatiomt under this Apeemot we joint and stvemL Decor may mtassign its tights or delegate its obligaetione hrrearirdK witlau the prior wMm ataseas of Slt2>ttQ Party: All Dmm hereunder shall .be in w6ting and delivered arr.seat to the addmsaes set forth hem* or snob tithes address adr.either Second Patty or Debtor may benalker to the either.. THIS A iT SHALL 13E. GOYFIWM BY, AND OONMUM IN ACCORDA14M WITS, TBE IAWS OF THE ST'AIE OF RHODE MAND. WITHOU'f'RM,.TO APPLICABLE, LK.T' OF LAW PitDXMr2& BAC 1 OF THE PARTIES HMMM OONSENIS TO THE oN-EI000 umm A)RLSDIG nai OF RHODE ISLAND COURTS IN C CTION vm THE RESOLUTION OF ANY DISPUTES CONCnM4G THE MATTERS OQNTEMPI ATED HERF.ibL The parties ba:reto bave eaeeoted this Agreement as of 0Ual6/2005 SECURED PARTY: DEBTOR: TEXTRON FMANCLAL OuassORPORATWX taksaalEfedaseapee r dfir By: Nam-. K L Schaedkr Name Title: Account Service Coordinator Secured Party's address for aotiam: P. O. Box 9354 bl m olis. MN 55440 Debtor's trade oaaaes (if any): ALL PRO WEST TRUCK AND TRAILER ACCESS-09 if5 Debtor's olber places of business where the collateral may" be located: ALL PRO WE!F TEtUCK, AyN?D?TRp?}AMER A RM& INC BY 1,, ,fi /,l'? "JA'/ 5IiF?RY La'l!I?AGNEIt ' Title: PRESIDENT FOR DE MRS SIGMTUREs Name: Home Address: 5 ' tr r^ ? t?aa- Debtor's principal place of business and address for modem 6250 CARLISLE PIKE MECHANICSBURG, PA 17050 County: Name (a) of Debtor's other partner(s) (if applicable). 55U - lM AZde Sam* Agreement (Rev 92MMAO2a Page 3 of 3 Aema+at 020?AZa - 7 TEXTRON I7\ A EXHBIT A All equipment and inventory, wherever located, in which Debtor now or hereafter has rights; all present and future attachments, accessories and accessions thereto; all 5xtIH=; all spare Parts, rePlacement% substitutions and exchanges therefor, all trade-ins relating thereto; all instruments, accounts and chattel of the paper, arising therefrom (mcludmg leases and conditional sales contracts); and the proceeds of all foregoing, including proceeds in the form of goods, accounts, chattel Paper, documents, instruments and/or general intangibles. ACCEPTED: Ji1*1,, A F 7L .4 - Name: SHERRY L. WAMER Title: PRESIDENT 0" MHBIT A - SPECIAW Amt 0202226 - 7 TEXTRON 1'1\ %N?I %I (ASSI<STAN1) SECRETARY'S CERTIFICATE The undersigned, SIffiRRY L. WAGNER, (Assistant) Secretary of ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. (the "Company"), in order to induce Textron Financial Corporation ("TFC") to enter into the Agreement(s) (as hereinafter defined), certifies to TFC that 1. The Company is duly organized, validly existing and in good standing under the laws of the State or Commonwealth of PENNSYLVANIA; the Company has full corporate power and authority to execute, enter into and deliver the Wholesale Security Agreement dated 01/06/2005, between the Company and TFC and any and all other documents related thereto, whether now or hereafter executed (the "Agreement(s)"); and all corporate action necessary to authorize the execution, delivery and performance of the Agreement(s) has been taken and such action has not been modified or rescinded in any respect. 2. Each of the following persons is a duly elected (or appointed), qualified and acting officer of the Company, having full power and authority to act alone on behalf of the Company with respect to the Agreement(s)? including any future modification(s) thereof, and to execute and deliver such other instruments and agreements in connection therewith as he or she may deem necessary or proper. Said power and authority is being relied upon by TFC and shall remain in force and effect unless TFC shall receive in writing notice of the revocation of the following person(s) power to so act on behalf of the Company. The signature appearing opposite his or her name below is his or her genuine signature: Name Office Si . SHERRY L WAGNM PRESIDENT IN WITNESS WHEREOF, the undersigned has hereunto signed his or her name and imprinted the seal of the Company as of the date set forth below. Date: 01/06/2005 SHERRY L W (Assistant) Secretary (Corporate Seal) 1044P (Asst) Seomwyt Card ZML Rev 11101 Acooum- 020292! . , EXHIBIT it B" FTEXTRON I-1 N AV 1 '1 I . FINANCE PLAN Tmdm FinarcW Coiporadon rTFC) is pleased to offer financing to ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. rCudoman, to be used by Customer for Crslorner's acquisition d gain inventory (9mrentory'), skied to the provisions of ft Fam Plan and a Wholesale Seaaity Agreement belween Custom and TFC (Me'Seaaity Agreement`. ELIGIBILITY: To be eligible for firtatcrrg, an Rem d YanOM mst be: (a) smallest, wins dwaisee agreed to by TFC, (b) Wequafellr des< rW on an invoice issued to Customs by an approved (a'Vendmj. and (c) approved by TFC, in TFC's discmbt for financing parstuad to a program authahad by the applicable Vomdor (a 'Fihandng Pmgrmn j. TFC has established a audit 6ni t for Customer, which aedt Emit may be a by TFC 5om tme to tune. Such credit bell DOES NOT constitute a committed line d areal Each item of financed In=fty raj be described on a Stdemerd of Financial Transacfon prepared by TFC and ddnW to Customer (a -SOFT'). All caiplabed hems not defined in this Anarce Rai shat here the meanings gnren to V m In the apps "SOFT. Each SOFT will artab a surnnay of the terms of No app6cale Finaming Rogram. UNLESS CUSTOMER OBJECTS TO THE TERMS OF A FINANCING PROGRAM. IN WRITING, WITHIN TEN (10) DAYS FULOWING THE DATE OF THE APPLICABLE SOFT, CUSTOMER SHALL BE BOUND BY SIKH TERMS. PRDVCIPAL AND WERLST PAYMENTS: PRINCPAL CU11TALMENTS AND SCHEDUIM PRINCIPAL PAYMENTS: I applicable, P*xipd Cuhfa ments adlat Sdwfuled Pdncipal Payments sfiall be payable in amordano 1 wfih the schedule set loth in the applicaNe SOFT. Unless otherwise spec6ed in the applicable SOFT, such payments shad begin in the month blowing the Invoice Date. Unless otherwise specified in the applicable SOFT, the pincipal amamt financed by TFC for Customer relating to shipping doges sped led on the kwdoe form Rem of Inver", I any, shat be pqa* within thtly (30) days following the invoice Date. INTEREST PAYMENTS: Except fa items d inventory requ ft Foxed Principal and Irhterest Pwnents, lam and after tie interest Shat, theist shat wmo on the due PrIndpid Curtahwt or outstanding pb*d amount 1 a r P for each Ism of Inventory at the WpkaMe Basic Rale. I I p F q I shal amue an any Scheduled pri ncipal Paymerd at the Mabriy Rafe. I shag amore an the past due prI A; balance any item of Invocc y ? or otowise dsposed of by Custom and on the aggregate prt*d balance owed to TFC by Customer from and after to date that Customer Is mated a notice of defaul by TFC, at the Defauk Rate. Aill hared rates itarhM In a SOFT (dw than percentage Flat Chages, I applicable) will be mnual rates ad, I arty rates are described In a SOFT with refererhhx b Prins, such 'rleuew rates will be variable and will be a*mbd monQny. For any m nth, Prime shah be the Wealar of (a) the higtned prime rate of .. ' announced during such month by Chase Manhattan Bank or such other money carder bank as TFC shad select from lime to brhe, or (b)11 hfture Prins. U IF c & otierrh in a spedlied in the applicabe SOFT, inhered shat be payahle monthly, in arrears, and shall be due and payable by the ttleardlh (15ffi) day of the month f kWq hue month in which such Inbred occr ues. I appic ells, a periodic Flat Charge for each hem of lmvenrxy shah be due in the amcurt speoA& into applicable SOFT. Percentage Fig Charges shat be calculated based upon the outstartng p b*W balance far an Item of Irwardory as of the dab(s) specified in Ina appirabb SOFT or, I no dale(s) am speciied, as of the Immim Date and periodhcaly thereafter, as specified In such SOFT. I no dab(s) are specied in the applkaeb SOFT, Percentage or Dotar Rat Charges shall be payable by the flteshtn (151h) day of the mach t1cwing to Invoice Date and pstodraty theredler, as spe3ed in such SOFT. I date(s) are specifed in the applicable SOFT. Della Flat Charges shat be payable by such date(s) and each Percenage Flat Charge shag be payabb by tie Me" (151h) day d the month Wowing She applicable date. F00:D PRINCPAL AND MEREST PAYMENTS: I applicable, F6md Principal and lrterred Paymhenls shat be due and payable in accadahce wits the schedule set forth in the aappiceble SOFT. Unless otnswise specified in the applicable SOFT, such payments shat begin In the month blowing the invoice Date. RETURNED CHECK AND LATE PAYMENT FEES: For each chhad received by TFC in payment of Customer's d9golions am" to TFC, which check is returned by TFC's batik by the payer bank, Customer drat be charged a fee equal to term pentad (10%) of the amoral of such check, subject b a limit d $250M per dWL For any Fixed Principal and hived PaymenL or any payment of interest or Fiat Charges, rot reCEiYed by TFC by to due date for such payment, Customer drat be dharged a a*4me We palm d be to an emo rd equal to five peocan (5%) of such pest due payment. The iaegoig fees we' mposed to compensate TFC for adrrlniftlhre eigaensel marred by TFC in connection with bans which are not pad on time andnor are paid with other than good fiords. Such fees do not constitute charges for the use of money. Appiration of paymue b made on your account may ocar up to two business days after depose W TFCs account to allow for dunce of fiords. In onxr ho zssea ur»urar s oatipbanoe vritl the pronsiorhs of this Finance Ran and the Seamy Agreerhert, TFC shall be entted to ouch the Invonioty of Custom as iequw* as TFC considers it pndent b do so (m each case, an'AudiC). Cuuslomer shat cooperate fhdy with TFC it conrecion with each Audit and, I , shat remnt to TFC the Audit Fee for each Audi conducted. During any period in which Cmsfo nv is in deFaud under the SemaKy Agreement, Customer shat be charged to greyer of tie blowing amarnb for each Audit conducted during such period: (a) TFC's actual odofloc:ket wpm for rich Audi, (b) fie r ra shah or (Rai, (custom er agrees to be bond by the fens and coed to s herea THIS FINANCE PLAN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORnANM WITH, THE LAWS OF THE STATE OF RHODE ISLAND, WITHOUT REFERENCE TO APPLICABLE CONFLICT OF THE LAW PRINCIPLES. TFC; CUSTOMER: TEXTRON FINANCIAL CORPORATION ALL PRO T TRUCK AND "!T. rm ACCFSSOR>ES, INC. BY. 0 D 4ti/ Nerve: M L Sadler Nm= SHERRY L AGN£R Title: Acoormt Service Coordmxtor Tide.. PRESIDENT Address: Addrcss: P. O. BcK 9354 6250 CARLISLE PIKE Mmnespolis, MN 55440 _ Data 01/0611005 MECHAIWSBURG PA 170.50.. WNEW (FPM - Rwim Plam (R sited IW42W) wmount o20?A2I - 1 EXHIBIT ft C" TEXTRON f-A N, V\ ?, 1 A 1- cuAxnrrrY This &mr# is emmcuied as of:0W WA by the terdeWVW g?a*(s) (md*t * and calleclivaly, 'CvwmW) in favor of Tod= Financial Corporation M;M aid each afTFCs SOWN (indivLd * and colle*My, `Text 0? For pins of ids Guarsndy, any patty whidt corhois TFC, is controlled by TFC, or is under cwrrimon control VATFG,"be de 3aned an a dTFC. RECITALS A. Tetdrm may, from true b lane, enter Edo agreentertm wk h ALL PRO WEST TRUCK AND TRA L S ACCESSORIES, INC. MAgon B, Tedcat is unwilling to enter km agreemeds vft Obligor, unless Guarantor unconditionally gu mattm to Te*m the payrned ardor pedormenoe of adl digaticns of Obligor at any On owing to Team. AGREEMENT Witln lenawledge drat Tacbon WM error, inio agteamartts Witt Obligor te reianee upon the erisience of tile Guaranty. Guarantor agrees with Textron as (allows: 9. G,iARAW. guarantor uroonditoi>ety and hievocabhr.9uarpnt" m Tsod m (etWW as herei?dd er spes*' provided as b rerocalt), wittou t offset or d &dA *e prlxpf p atdlar dal indebtedness, oblgdm and f of Obigor at my line awing to Tmdroa, whetter direct or h drert, mahxad. or uraAxad, pdmay or seaonday, certain or contingent Or acquired or created by TeArca (irndturw *, a'Guaranteed Obigaton' and, coiecilvely, ft 'Grrarattteed Obfigatosts'}; Torte Guaranty is & guacanhr of i> and to a guerarrty d adedon.: Cwxudor gumrmcbm to Terdras to punctual and (edictal p aloe by Obligor d earth and every 4tarautieed UbiigeloR .b tlefarits into payment or perfdnnance of any Got sed Obligati tt, if linens ertfsls any event or audtiar ImA rudd notice alnt6 the pdiscage of tree, would d a d"d under anq Gnaeru1eed Obiga6on, or r toes Is a figtdda6ar4 bardau y, for tip. banett ol ctedtasor sirdar prdceedfrg aAaclirg tie ? assts a of d76tgor, t3uaartor *d payd m* to Teo m the Obligor is ghligalad la per b Teddrorn, Ntnettdir by erodderalon a dtter+we, and prorirpty perform all otldey t;tdararrteed ObAgaSafs If Textrat Is tegtdred to "item any payment made bTwat; by or on behalf d Qbtga, *J*W at a MKA d Obligor's baritrup", m mvmw dfon or dwaim Gar ar& teat pis Gore* covers al such amounts. Z COWWUlt+1G NATURE OF G,IMWm. This Cumenty is a =ntt>tring guarantee and shah apply vAWA regard to the tarn or to amount of to C rbaed ObflpaOM in ®isbrice at any anm clueraraar may ptospecb* tshoite dris Guaranly by sending m wry notice, by cwftd mai, rebrm receipt requested, to TeNtm at the saltness for Ted= spedW bellow (1h %mocalm Notice') The renocalm of M Guaranty shall not be elfeclive with respect b any Guaranteed OblIg" arising cn prpia iu the date o=m" Cow, (15) days alter TeAm s; deoeipt of fie teavocAm Notice (te'Revocaton Clar(et) or arising at any time adier the Revoeallon Date, luting as lire m* d a =xn ment made by Textron to Obligor on or prior to the Revocatitm Date. I ABSOUJTE NATURE OF GUARANTY -The obligations of Guarantor under this Cow" are absduie ad uncordiional. Guarantor rdtat not be released from such of igdons for arty reason, nor shelf such obligations be reduced, *Wrdshed or dscharged for any reason, indu ft (a) MODIHCATIONS AND MLLE GES - Am rene d or atdratort of any agreement, doamnerd a Inskmard reldng to any Guaranteed Obigdtort, or any indc gene, o*Wirletnl prefaenoe, eddermiort or compromise made by Texban In favor of Obligor or Guarantor. (t? CgNf)t IM OF+L160R OR GU RANTOR-Any kuravmq baalcupicy. anarrgmia a*m mend, oarripasltcn, Mqufdaftorr; disabTtly, diaoktion alit sin?ar. p 9 a Obo r or Guarantor any sale, ism oralw etsposI d arty d the assels d Obligoror Guarador any tee ion d, a charge in to r 00 d fhe aheretni 41 % parkronr or members 4 Obligor a Guarantor, or any tenrdtallen d, or otter dmp h ihm mialmddp balween Obicgar and Guarantor. (c) WALEM OF GUARANTEED OMMTIM - The hnralft, ilogailly or uniekimosaft of all Guaranneed Obligation for any reason whetsoevet. irtdrid'eg, txt nd ifdniled W, pie erdstenoet dvaid! defames, axAmisim or d sets to anyGuerartaud o6Tigaton; fie viola, of appk*b usuy tows by any Grraradead ? or ttrainei rt y of dry downsit a 6 strum fit relating to tie Guaranfestl Obigabons. (d) RELEASE OF 0BI.IGOR - Any arro to or parlial relemse of Obligor or any otm party from any Guaranteed Ot>ogation. . (ej i+Ei FJl$E OF COUATI AL; CARE.OF CDIIATERAE STATUS OF LENS = Any refaase, atrverider. id*Vk deterioratori, waste, ices or knpairtltacl d any sootaleral aearrirg payraertt d any Guara[?ad 06t9aGort (ihe'Caiateral'); wliather rse811gerrrt a wiitrrk the taAuoe d Texirdat or any oihar party b exerdsa ieaeorrsbfe iris k >fit VWma5^ p mciat, ants orotter tr+ealiaertt of ant' of the f ft (aloe of Ted= to sreafa or proPath? polled any snarl . interest kderded b tie gh. by Obligor 3n aatmeof W wth any t,3uararteed Obigatim (a -as ci ly k amsn rte esratdorcaib" of any Semm* kinst to suboid I' l d.any Seaufly Interest b any coder lien or eiicuanbtanoar or bits taking ore ping W Textron of.artypther bectaAy for, oresmoratce d peyrrtent d,: en M OTHER ACTM OR v Guaranteed ObCwaton. ID to term tareof. action alts imamd Gum & will be to pay or perform any Guaranteed Obligation pursuant inaction prepdnces Guarmttor or Increases; - Any dw action or traction on to part of Textron. whdw or not such lit is tlne at iQeGco o(Guacadorlq dbdiarge floe C,imrarAeed when due,1g tddatsaereG whalherornot parttatatly 4asaiftad lialebf: (?rarertbr is not t9 irrb iris Guaean? Guadmbr adunawledges Drat ( tararnbr aiay be required b.pag the t;rserartsed Calm WA Grratartprlias ono( beery induced 10 ar pda m sun* on tie, basis tier xW p4q dine .W. OI Tartan will look la arty c3flner party b pi".7ny_Guarenteed Ol galim i #6 Guaranty it signed acid several and Talent, may tetease, o aatge twilr, AV of such vewrrl eifedatg rte f I&IIIt adenTerdran by or an behetF 6l ObIVL > s3rarrtarieno?,e+?ent, drdion or tirri?ioss (lianas ore pre tracts of rte avatebHydany d ire fndl, wfbon't Re aid1s1 1, re or arppatt of erg otter t N 138 Liable to per(nm arty Qmcatdeed Q)?ipn row re than am pally. Ate obligatotta d et1Ci1 pates "Jo tnt. atterp'?' b iris Geara?: Tin tine accent that tale kt r property uri el appHcabla ptelerwm podods 7o77P rGee,) G-r-V NWal- 2.00) t of 2 ACOOUie 0202925-1 4. WAIVERS - Guarantor waives: (a) ACTION AGAINST OTHERS - Any #1 10 M*n Tesdran Im hsthft VA of mftd main mind a*p or any edict party _ for arq Guaaftd. ObUgalon; vabrce Teftn's dgtrm in any d tfe Cold1fal or otnar saas#y. wft Is at any taus ti to secure ahy mrarantee8 enlace le>drai s rigfds agakd any carer w raft of mly Djarafted MM%Wkq 1* ObW or my dmr paty Trains for ail Guam bW 014119a6oo in ally actlon sod" b. erdorce this Guaratd3 ar east my aft remedies aralable to Textron or resat to any aft means of obtaining payment or petbrraa n of any Guaranteed (b) NOTICES Notice d the ammt of medk a t ided by Tedrpn m Obligor at my Ibra, whellberprimary or se= dal, nooks of the modFoallm aradermbn of ally Guaranteed Oblgafin notice of a :ditg or drat non-aertmove by O*w in' cmacbm with army Guam deed Oblya ar no** of the bara fit or disposlim by Teom of arty Guambed Ob lgdoK no** of the repossession, sale or oiler I aposbion of any of Ahe CollWaraC won of the acceptaico of this Gu " by Twdmw, demand wd presdst*m for paynned snpon Otrtgor or any ober patty labia fix any Guaranteed Obligstoro prdK no&x d pretest and Agmw d bi ift soft agaest Moo oral *er part'; and any oflw acilm or ka*a an Ire part,d TOdron in Calbterbl VAlh this Gttafaaly craay Guarardeed Obligalom (c) SUBROGATION - Any rigid wtrch Gum& may at any time have agt Oblgor, or any der party liable for any Guaranteed ObIlgalorn, as the result d the perbmarree by Guarantor of its oblgalone order to Guaranty, mduft but not knlbd to, cmi ardual, statibory arhd coum m taw dgbds d s hm9alm reirohnerrrent and' 9nderrenficatfon. 5. REPRESENTATIONS AND WARRANTIES - Guarandor repremb and warrants to Texbori Brat (a) BENEFIT - Guarantor has received, or wril moeim direct or undyed berreR it m the madw of the Guaranteed ONgadum (b) NO REPRESENTATION BY TEXTRON - Neither Texl= rnor any other party has made any represordalm warranty or staeemerd to Guarantor in order to induce Guaranor to emmuts tins Guaranty. (c) FINANCIAL CONDITION - As of the dale hereof, and after grunting died to be Guaranty and the cordrgerit ohi'lgatorns coined herein, Guarantor is'sdverd and has assets which, when fairy YA94 emceed ifs 6. GOVtER{1NG LAW; MIMUANEOM -TM GUARANTY SHAH. BE GOVERNED BY, AND CONTRUED IN ACCORDANCE WITK THE LAWS OF THE STATE OF RHODE LAND, WITHOUT REFER ME TO APPLICABLE COMM OF LAW PRINCIPLIE& GUARANTOR CONSENTS TO THE JURISDICTION AND VBNlE OF RHODE mAND COURTS W COfNf emoN WITH TDQmm mma t OF ANY OF G<WtAKrm OBllGATms UNDER THIS GUARANTY. This Guawq shall not be deemed to ma's my right in any party a wq* as prmAded herein and s W bm b O e bm* of, and be brM'rding upon, the successors arrd aulgra of Gtetrxw aid, Tesdrarn. THIS GUARANTY CONSTITUTES THE ENTM AC t) OF GUARANTOR AND TEXTRON RELATIVE TO THE SUBJECT MATTER KREOF. NO MODIFICATIONS OF, OR SUPPLENIE lT TO, THIS GUARANTY WALL BIND TEMM UNLESS THE SANE IS IN WRITING AND IS SIGN BY AN AUTHORIZED OFFICER OF TEXTRON. Upon the rearrest of Tw*m Mma gm sisal d* w b Te*m cued petsanel sift busines>j fsrarncW statement(s) and such otter lirmdal iti n olbf am Tww may reasonably mpa t. Guarartor agrees to Todom may, wR oA She aoese d at or notce to Guarantor, assign all or arty palm on s fvi hereunder to any other party to wla any Guatj*W Obfrga4iorf Ts barieferted. assigned of tregc?ted Guarantor "be Gable for art attameys' fees and othef oohis and expes>ses kcxmd by Twdrm in rArmeAoii wnlh Tmc6f9n'a ? d this Guaranty The urK%n0gn4 porsuant to due corpofatis or partnembbp autforlyr, as appropriate, has or have caused tlda Gf wmq to be executed as of Are date set forth above. IND UAL GU Sj SEMMY L AGNER Home Address: 4400 K a E DPIW ENOLA, PA 17025 Address for Notices to Textron: Textron Financial Corporation P. O. Box 9354 Minneapolis, MN 55440 CORPORATE OR PARTNERSHIP GUARANTOR BY Tax ID# lffM (Gen.) car. (Verdes tom 2 rl 7 Account 0202MIJ-1 EXHIBIT ttD" CSC D .. . "7 a e `> Web-Based Due Diligence Services 6500 Harbour Heights Pkwy Suite 400 Mukiiteo, WA 982754889 Ph: (800) 858-5294 Fx: (800) 345-6059 UCC Summary Report Order Number: 35722679 Search Date: 7/16/2008 Account Number. 307820 Ref D68574 Subject ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. Search Criteria: ALL PRO WEST TRUCK AND Results for Pennsylvania UCC Search By Company Name - Active GrouplD Filing Number Category Filing Date Exp Date Debtor Name 0001.001 2005011901702 UCC1 11192005 1/19/2010 AA CCLL PRO WEST TRUCK AND TRAILER INC. 6250 CARLISLE PIKE MECHANICSBURG, PA 17050 0002.001 2005012605224 UCC1 11112005 1212010 AALLCCESSPRO INC TRUCK AND TRAILER 6250 CARLISLE PIKE MECHANICSBURG, PA 17050 0003.001 2005022203856 UCCI 2222005 2222010 ALL PRERRWEST TRC K AND TRAILER ACC, 6250 CARLISLE PIKE MECHANICSBURG, PA 17050 0003.002 2007112005025 TRM 11202007 21=010 0004.001 2005063000095 AND TRAILER UCC1 6272005 6272010 ACALL PRO WEST CESSORIES, I NC. 6250 CARLISEL PIKE MECHANICSBURG, PA 17050 0005.001 2005092805868 UCC1 9272005 9272010 ALL PRROWEST NCUCK AND TRAILER 6250 CARLISLE PIKE MECHANICSBURG, PA 17050 0006.001 2007032101402 UCC1 3212007 31212012 AALL PROW S NTRU C CK AND TRAILER 6799 CARLISLE PIKE MECHANICSBURG, PA 17050 End of Report Total Records Found: 7 Current as of 7/11/2008 Secured Party SNAP-ON CREDIT LLC 1125 TRI-STATE PARKWAY GURNEE, IL 60031 TEXTRON FINANCIAL CORPORATION PO BOX 9354 MINNEAPOLIS, MN 55440 PNC BANK NATIONAL ASSOCIATION 8600 TINICUM BOULEVARD PHILADELPHIA, PA 19153 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION P.O. BOX 957408 HOFFMAN ESTATES, IL 60195-7408 THE FIRST NATIONAL BANK OF CENTER SQUARE OFFICE, PO BOX 8 NEWPORT, PA 17074 COURT SQUARE LEASING CORPORATION 14 GREAT VALLEY PKWY SUITE 100 MALVERN, PA 19355 M. data is for bdwtutionld Puns- ooh , Ceetifiatua, - "'k be oI i 16--& fie WPuPdm W&- Minty, loed, caoo w jnicdictiotaf af6m plain revien• amw Won to Vot. i,domtsion. We wM"we in pmaiding rp, whb fm moo ==m end tip in doe public ro wd infaaoatim nn'lable However, rmpoodbitin=for nOBaaining public recwdi mat widt f,e filing oficeohhcjur"c6on, std we wig wept no kaWfty for eirm or onissiwrc is this sport Page 1 of 1 MC FINANCING STATEMENT FOLLOW c ONS {twa?Mrr. bmW CAR A. NAME & PHONE OF CONTACT AT FUR Wb Dftenz,Inc. 1-800-858-5294 8. SM AGKNOWLEOGtAq?IT TO: (Name and. F11516425 Diligenz Filed in: Pennsylvania (S.O.S.) TH 1. DEBTORS S LACTFULLLEGAL.NAME-inW +ra =9adwi- (uOrI"-fanaam?.iwsaraem- 1... ORCANWATKWS NAME ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. OR 1L. pummuftsl v NAME Im MALWG . CAY 6250 CARLISLE PIKE MECHANICSBURG id_ TOX M V: WH OR EM ADD'UMO E u TM OF ORQ%mQAT"4 TL:1{IStl9pICT1DrlOFOROAAI¢A rO" l com, I PA 2. State of Pennsylvania UCC1 Initial Fang I Page(s) Mol I 70502411172 BOVE SPACE IS FOR FLOG OFFICE USE ONLY w STATE- IPOWALCODE CO(rN'TRr PA 17050 USA j 32SM29 R COf?i1M aMaK ,w.wrca ?aa - - . T"100, SWI OR Ertl AML O" RF U TMOF Og6ANTLATWN 2LA?-0FOR"W ATTON 4p. _ , TYOIV?L Qi R, al sny OMANIZAMON Imam MoiE '>ECUREDPARTY'SNAME (wwjAEdTOTALASSIGNEEdASNOMORS)ry-kvA noeMnwdorr4'AMNt9rar]py s.. oRr.Aroiwrlorrs+ Ta.rtrnn Finanr_ial Cnrmratinn 4 TtAr »IAh?ING sTATO ENT aorr* IolfuwMy oo C. AN qWp . mt and kw n1my, whwom beaked, In ao +s th olo: ad ftxkxv ail W" P r4 am is alnd drattal paper wising 1FIaTaFlom (kut proceeds h the loml of goods, a=wts; dm§W l OR 9a:1 WVRVJALS LAW WANE ~ koDOIf NAME supm - x ModLING ADDRESS - - PO Box 9354 CITY Winneapolls STATE MN . POVAL 55440 cmww USA i mblor fow or tmovO r bas o*rIts. 9"Ifto'" and W119 Wma and oxldit)anal sobs. i aU preipmt and fukxa atlad>nletdt.:eadeaf and meow. a1 ti mwong Uienplo; aU paklu m ts. bo. and the proceeds of all of um torogoing, inducting 68574 UCC IONLY 11516425 FLUNG OFFICE COPY-NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. DTrMB) EXHIBIT f E" Diversified Products Division 6110 Golden Niles Drive Golden Valley, MN 55416 (763) 847-1700 Tel (763) 847-1891 Fax www.te tronfinancial.coml8oorplan All Pro West Truck and Trailer Accessories, Inc. Attn: Sherry Wagner, President 5799 Carlisle Pike Mechanicsburg, PA 17050 NOTICE OF DEMAND FOR PAYMENT AND INTENT TO ACCELERATE INDEBTEDNESS Dear Mr. Wagner. This letter is to advise you and the Guarantors listed below (if applicable) that All Pro West Truck and Trailer Accessorles, Inc. ("Dealer") is in default to Textron Financial Corporation ("TFC°) under the terms of the Wholesale Security Agreement dated January 6, 2005 and any other agreement(s) between Dealer and TFC ("Agreement(s)'). Specifically, Dealer's defaults under the Agreement(s) include, but are not limited to, sold and unpaid inventory. As a result of the Default(s), TFC has suspended Dealer's credit facility with TFC. TFC hereby demands payment of $230,126.17 (the "Demand Amount") within ten (3) days of the date of this letter ("Demand Due Date"). The Demand Amount consists of $230,126.17 of principal $0.00 of interest accrued through June 30, 2008 (the "Calculation Date") and $0.00 for other fees due under the Agreement(s). The Demand Amount will be increased by any interest accruing after the Calculation Date and all other amounts for which you are responsible under the Agreement, including legal fees. In addition, this letter is to advise you of TFC's intent to accelerate the entire unpaid balance owed by Dealer pursuant to the Agreement(s), making same immediately due and payable if TFC does not receive full payment in good funds for the Demand Amount by the Demand Due Date. Any delay or forbearance by TFC in the exercise of its rights as a result of the Default(s) will not operate as a waiver of those rights. TFC reserves its right to exercise any or all its rights and remedies under the Agreement(s) and under law. TFC expects Dealer's and Guarantors' cooperation in resolving this matter. Please contact the undersigned immediately to make arrangements for the payment of the Demand Amount. TEXTRON FINANCIAL CORPORATION By: Title: Account Manager Cc: Guarantors: Sherry Wagner 4400 Kile Dr Enola, PA 17025 Demand with Intent to Auxlerate-GV Page 1 of 1 Fra AngdaAndemm n: Origin ID: BBBA {800}328-0724 Falk. Te*m Financial Corp DOW 6110 GOLDEN HILLS DRNE GOLDEN VALLEY, UN SU16 atsk SHFTO: 800-622-7003 ML SENDM Sherry Wagner 6799 CARLISLE PIKE MECHANICSBURG, PA 170501712 Ship Date: 15.AA 08 AdNot 1 LB Sysfamtf: 589737711NETW61 Acc mw S Invoice Po# 7905 44961007 NU GTYA WED -16JUL A2 STANDARD OVERNIGHT 17050 PA-US MDT After printing this label: 1. Use the 'Print button on this page to print your label to your laser or inkjet printer. 2. Fold the printed page along the horizontal fine. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping, Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on %dex.com.FedEx will not be responslbie for any claim In excess of $1 D0 per package, whether the result of loss, damage, delay, non-derivery,misdelivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely clain.Limitations found in the current FedEx Service Guide apply. Your right to recover from FadEx for any loss, Including Intrinsic valueof the package, loss of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidentai,consequential, or special Is limited to the greater of $t 00 or the authorized declared value. Recovery cannot exceed actual documented Ioss.Maximum for hems of extraordinary value is $500, e.g. jewelry, precious metals, negotiable instruments and other Items fisted in our Sen iceGuide. Written claims must be fled within strict time limits, see current FedEx Service Guide. 0 Ur-n f T 'Domoslic 4724 Only: • • • i rr3 ..11 1#:11 L '. U. E 1-? p0610Oe r-3 CArVW Fee M P0a4. r3 Rehmn ReoW Fee O (Endorsement Requbadl Hare '_3 (Erdonremarrl Requiradi 7'3 M Tonal Postage 8 Fees ul Saw To O C-3 or PO Bon No. Q;V' ifframe.html Now 7/15/2008 EXHIBIT ttF" 9 TEXTRON I I N.A \ l -u- Diversified Products Division September 12, 2008 All Pro West Truck and Trailer ' Accessories Attn: Sherry L. Wagner, President 6799 Carlisle Pike Mechanicsburg, PA 17050 NOTICE OF DEMAND FOR PAYMENT AND INTENT TO ACCELERATE INDEBTEDNESS Dear Mrs. Wagner: 6110 Golden Fft Drive Golden Valley, MN 55416 (763) 647-1700 Tel (763) 847-1891 Fax www.textronfinancial.com/floorplan This letter is to advise you that All Pro West Truck and Trailer Accessories("Dealer") and-the Guarantors listed below (if applicable) is in default to Textron Financial Corporation (°TFC") under the terms of the Credit and Security Agreement dated January 1, 2005 and any other agreement(s) between Dealer and TFC ("Agreement(s)"). Specifically, Dealer's defaults under the Agreement(s) include, but are not limited to, sold and unpaid inventory. As a result of the Default(s), TFC has suspended Dealer's credit facility with TFC. TFC hereby demands payment of $113,732.31 (the "Demand Amount") within five (5) days of the date of this letter ("Demand Due Date"). The Demand Amount consists of $104,890.47 of principal $8841.84 of interest accrued through August 31, 2008 (the "Calculation Date") and $0.00 for other fees due under the Agreement(s). The Demand Amount will be increased by any interest accruing after the Calculation Date and all other amounts for which you are responsible under the Agreement, including legal fees. In addition, this letter is to advise you of TFC's intent to accelerate the entire unpaid balance owed by Dealer pursuant to the Agreement(s), making same immediately due and payable if TFC does not receive full payment in good funds for the Demand Amount by the Demand Due Date. _ Any delay or forbearance by TFC in the exercise of its rights as a result of the Default(s) will not operate as a waiver of those rights. TFC reserves its right to exercise any or all its rights and remedies under the Agreement(s) and under law. TFC expects Dealer's and Guarantors' cooperation in resolving this matter. Please contact the undersigned immediately to make arrangements for the payment of the Demand Amount. TEXTRON FINANCIAL CORPORATION By: Chuck Schroeder/Crystal Thornton Title: Account Manager Cc: Guarantors: Sherry L Wagner 4400 Kile Drive Enola, PA 17025 Demand with Intent to Acoelerate-GV Si 0 ru r` S Ln a 0 0 C3 C3 0 M a Co t3 0 .M1 16 EXHIBIT ffG" TEXTRON FINANCIAL Textron Financial Corporation Subsidiary of Textron Inc_ Floorplan Division October 1, 2008 All Pro West Truck and Trailer Accessories, Inc. Attn: Sherry L. Wagner, President 6799 Carlisle Pike Mechanicsburg, PA 17050 RE: CIN #68574 Dear Mrs. Wagner: SENT VIA FED EX P.O. Box 9354 Minneapolis MN 55440 (763) 847-1700 NOTICE OF DEFAULT You are in default under the terms of the Wholesale Security Agreement between us dated January 6, 2005 (the "Agreement"). We have accelerated the maturity of all unmatured obligations owing from you to us and demand that you, and each guarantor identified below, (collectively, "Guarantor(s)"), pay to us the sum of $827,895.77 (Demand Amount"). The Demand Amount consists of $820,510.99 in principal and $7,384.78 in interest accrued through September 30, 2008 (the "Calculation Date"). The Demand Amount will be increased by the amount of the interest accruing after the Calculation Date and all other amounts for which you are responsible under the Agreement, which include our legal fees. We expect your cooperation and the cooperation of each Guarantor in resolving this matter. Please contact the undersigned immediately to make arrangements for the payment of the Demand Amount. Sincerely m buck Schroeder -° 117 Account Manager r Cc: Guarantor(s) by Certified Mail, return receipt requested: Sherry Wagner 4400 Kite Dr. Enola, PA 17025 s r3 0 C3 0 0 ru co ra Ln 0 0 N EXHIBIT ft H" r.i,..?nllat ral Textron In-Stock Collateral Ca On Trader Inc. 20845686 8122/2008 ber' 5X10CARGO '<, -Serial N iben 4YMCL1015BV207322 :165 9 .. In-Stock $1,679.00 Ca On Trailer Inc. 20845686 8/2212008 5X8ENCLOSED 4YMCL0819BV207323 In-Stock $1,325.00 On Trailer Inc. 20847376 8/2212008 5X8GATE 4YMUL08159VOO1521 In-Stock $785.00 Ca On Trailer Inc. 20847376 8/2212008 5X8GATE 4YMUL08139V001520 In-Stock $785.00 Ca On Tracer Inc. 20847376 8/2212008 5X10GATE 4YMUL10149V001513 In-Stock $857.00 Ca -On Trader. Inc. 20847376 B/22/20DB 6X12GATE 4YMUL12169VO01512 In-Stock $1 040.OD Ca n Trailer Inc. 20847708 9/3/2008 7X16CARGO 4YMCL16299V002667 In-Stock $3,570.00 Ca -0n Tracer Inc. 20847708 9/312008 7X16CARGO 4YMCL16279V002666 In-Stock $3570.00 Carry-On Trader Inc. 20848003 9/312008 7X16CARGO 4YMCL16209V002671 In-Stock $3320.00 Carry-On Trader Inc. 20848021 9/412008 5X10CARGO 4YMCL101X9V002662 Ir?Stock $1529.00 Ca n Trader Inc. 2DB48021 9/412008 5X10CARGO 4YMCL10189V002661 In-Stock $1529.00 Carry-On Trader Inc. 20848021 9/4/2008 5X8ENCLOSED 4YMCLD8189V002660 In-Stock $1465.00 Carry-On Trader Inc. 20648021 9/412DOS 5X8ENCLOSED 4YMCL08119V002659 In-Stock $1 465.00 Carry-On Trader. Inc. 20848021 9/412008 5X8ENCLOSED 4YMCLO81X9V002658 In-Stock $1 D99.0D Ca On Trader Inc. 20848022 914/2008 SX12CARGO 4YMCLI2199V002665 In-Stock $2 700.00 Ca n Trader Inc. 20649128 9/10/2008 6X10CARGO 4YMCLI0189V003230 In-Stock $1 8DO.D0 Ca n Trader Inc. 2DB49128 9/10/2008 6X10CARGO 4YMCLI0119V003229 In-Stock $1 800.00 Ca On Trader Inc. 20849128 9/1012008 6X10CARGO 4YMCL1D1X9V003228 In-Stock $1,8W.00 Carry-On Trader Inc. 20849128 9/10/2008 6X10CARGO 4UMCL10189V003227 In-Stock $1,800.00 Ca nTrailer Inc. 20848872 9/1012008 6X12CARGO 4YMCL121X9V0o3226 In-Stock $2190.00 Carry-On Trader Inc. 20648872 9/1012008 6X12CARGO 4YMCLI2189VO03225 In-Stock $2190.00 Ca n Trader Inc. 20848872 9/1012008 6X12CARGO 4YMCL12169V003224 In-Stock $2,190.00 Carry-On Trader, inc. 20849132 9/11/2008 5X10CARGO 4YMCL10109VD03223 In-Stock $1,489.00 Carry-On Trader Inc. 20849132 9/11/2008 5X10CARGO 4YMCLI0179V003221 In-Stock $1,489.00 Carry-On Trader Inc. 20849132 9/11/20DS 5X10CARGO 4YMCL10159V003220 in-Stock $1 489.00 Diamond C Trader Mfg. Co. 0017941IN 10124/2007 10STL20X77 46UFU202781115042 In-Stock $2,194.51 Diamond C Trader Mfg. Co. 0018879IN 312812008 19SLL16XB5 46UF182XB1117351 In-Stock $1,466.71 Diamond C Trader Mfg. Co. 0019040IN 412512008 2PSAL14X77 46UFU141481117732 In-Stock 1.459.37 Diamond C Trader Mfg. Co. 00191871N 5/1312008 6GTL16XB3 46UFUI62281118111 In-Stock 43 $2,165. Diamond C Trader Mfg. Co. 00195DBIN 6/30/2008 2PSAL12X77 4SUFUI41281118846 In-Stock $1,278.20 Diamond C Trader Mfo. Co. D019508IN 6130/2008 2PSAL12X77 46UFUI41981118844 In-Stock $1,278.20 Diamond C Trader Mfg. Co. D01950SIN 613012008 40ECHFBTLI8X 46UFUI82XB1118838 In-Stock $3,122.35 Diamond C Trader Mfg. Co. 0019508IN 6130/2008 40ECHFBT18X8 46UFU182681118836 In-Stock $3,018.40 Diamond C Trader Mfg. Co. 0019649114 7/28/2008 44HDTL20XBI 4SUFU202181119538 In-Stock $3,856.24 Diamond C Trader Mfd. Co. 0019649114 7/28/2008 16EDUL16XB2 46UFU1628681119536 In-Stock $3,232.D6 Diamond C Trader Mfa. Co. 0019649IN 7/28/2008 40ECHFBTLISX 46UFU182281119532 In-Stock $3,384.37 Diamond C Trader Mfg. Co. D019649IN 7/282008 40ECHFBTL18X 46UFU 182881118837 In-Stock $3,280.42 Diamond C Trader Mfg. Co. 00198571N 8/192006 40ECHFBTL18X 46UFU182681119873 In-Stock $3,491.411 Diamond C Trader Mfg. Co. 00198571N 8/19/2008 2PSAL12X77 46UFUI21981119893 In-Stock $1,452.94 Diamond C Trader Mfg. Co. DO198571N 8/192008 2PSAL12X77 46UFUI21581119881 In-Stock $1,672.94 Diamond C Trader Mfg. Co. 00198571N 8/192008 2PSAL12X77 46UFUI21381119880 In-Stock $1,672.94 Diamond C Trader Mfg. Co. 0019557IN 8/19/2008 2PSAL14X77 46UFUI41781119877 in-Stock $1,740.43 DiamondCTra der Mfg.Co. 1 00lMS71N 81192008 4DECHFBTL18X 46UFU182XB1119875 In-Stock 2731.41 Diamond C Tra der Mfg. Co. 0019857IN 81192008 40ECHFBTLIBX 4SUFU182881119874 In-Stock $3,491.41 Diamond C Tra der Mfg. Co. 0019857IN 81192008 40ECHL18X83 46UFU182681119534 In-Stock $2,638.26 Diamond C Trader Mfb. Co. 0019857IN 8/192008 40ECHL18XB3 46UFU182481119533 In-Stock $2,599.76 Diamond C Trader Mfg. Co. 0019933IN 8/3012008 2PSALBX60 46UFU081481120151 In-Stock $996.25 Diamond C Trader Mf . Co. OD199331N 8!3012008 2PSAL8X60 46UFU081281120150 In-Stock $996.25 Diamond C Trader Mfg. Co. D019933IN 8/30/2008 2PSAL12X77 46UFUI21081120145 In-Stock $1,25438 Diamond C Trader Mfg. Co. 0019933IN 8130/2008 2PSAL12X77 46UFUI21981120144 In-Stock $1.254.38 Diamond C Trader Mfg. Co. D0199331N 813020DB 2PSAL12X77 46UFU121781120143 In-Stock $1,254.38 Diamond CTraller Mfg. Co. D0199331N 8/3012008 47MDLlBX96 4SUFU182381120141 In-Stock $2863.57 Diamond CTrader Mfg. Co. D019933IN 813012008 6GTLISX83 46UFU162881120140 In-Stock $2320.51 Diamond CTrader Mfg. Co. 0019933IN 8/30/2008 6GTL18XB3 46UFU182581120139 In-Stock 2403.57 Diamond CTrader Mfg. Co. 00199331N 8/3012008 10STL16X83 46UFU162XB1120138 in-Stock $2416.51 Diamond C Trader Mfg. Co. 00199331N 8/302008 2PSAL8X60 46UFU0BIX81119103 In-Stock $981.60 Diamond C Trader Mfg. Co. 0019933IN 8/302008 2PSAL12X77 46UFU12ID81119884 In-Stock $1.426.38 Diamond C Trailer 00199331N 8/3012DDS 2PSAL14X77 46UFU141081119879 In-Stock 1709.44 Diamond C Trader Mfg. Co. 00199331N 8/3012008 40ECHL18X83 46UFU162881119876 In-Stock $2691.57 Master Tow Inc. 78653 4/102008 80THDSB 4DFTS10148ND91738 In-Stock $1120.50 Master Tow Inc. 80268 8/142008 80TJDEB 4DFTS10159N093905 In-Stock 945.00 Master Tow. Inc. 80268 8/142008 80THD 4DFTS10119BO93934 In-Stock 787.5D Master Tow Inc. 80268 8114/2008 77T 4DFTS10179N093873 In-Stock 715.50 Snopro, Inc. 31559 6/14/2007 UTILITY 5FGU4081771034741 In-Stock 935.00 Snopro, Inc. 36587 2/52008 C6.5x12 5FGC6121081038359 In-Stock $4.529.60 Snopro, Inc. 36585 2/52008 C6.5x12 5FGC6121X81038112 In-Stock $4434.60 Snopro, Inc. 37240 311720DO C65X12 5FGC6121681038365 In-StoCk $5133.80 S o Inc. 37516 4/42006 C8.5X18CH 5FGC8182281038891 In Stock 9 139.00 S 0 Inc. 37714 4/2120DO C6.5x20CH 5FGC8202881038895 In-Stock $12185.79 Snopro, Inc. 38298 6/3/2008 C8.5X1BCH 5FGC8182281039300 In-Stock $8,295.00 Snopro, Inc. 38989 7/302008 CSX820DOSER 5FGC5081891039703 In-Stock 3453.25 Snopro, Inc. 38987 7/30/2008 C5X10200OSER 5FGC5101291039701 In-Stock $3.866.50 Snopro, Inc. 39019 8/42008 U5X10RW SFGU5101891039772 IrrStock $1561.80 Snopro, Inc. 39020 8/4/2008 A8X14 5FGA142591039595 In Stock $2,522.25 Snopro, Inc. 39021 8142008 ABX14 5FGA8142791039596 In-Stock $2,622.25 Snopro. Inc. 39022 8142008 A98X14R 5FGAS142991039597 In Stock $2,375.00 S o Inc. 39023 8/42008 A98X14R 5FGA8142091039598 In-Stock $2,375.00 Sno o Inc. 39176 S 13/2008 C6.5X18OCH 5FGC8182481039217 In-Stock $4,436.50 Sno o Inc. 39177 8/1312008 A98X18RATV 5FGA8182291039631 In Stock $2826.25 Sno o Inc. 39178 8/132008 A98X1BRATV 5FGA8182491039632 In-Stock $2828.25 In-Stock Total: $06,602.35 EXHIBIT it I" Textron Out of Trust Collateral 191 e 'w Cam Superfine Inc. cet?lil. [ T29221 6a 12118/2007 x 6CAM818DO e al tuber 5JPBU302X8P020751 ;Sta gy Sold and Unpaid $5,500.00 Cam Su rline Inc. Cam Su rline Inc. T29815 T30079 2120/2008 2128/2008 35CAM610DOD 5CAM712DODT 5JBU14208PO21518 5JPBU17298PO20718 Sold and Unpaid Sold and Unpaid $3,887.00 $4,997.00 Cam Su rline Inc. T30067 212812008 6CAM820DOTT 5JPBU28248PO21442 Sold and Unpaid $5,895.00 Cam Su ine Inc. T30155 314/2008 6CAM614LPHD 5JPBU22288PO21582 Sold and Unpaid $6,949.00 Cam Su rline Inc. T30165 3!712008 5CAM612LPHD 5JPBU16298PO21711 Sold and Unpaid $5,475.00 Cam Su rline Inc. T32005 5/1912008 6CAM616LPHD 5JPBU20288PO21729 Sold and Unpaid $7.390.00 Cam Su cline Inc. T32963 6/27/2008 3.5CAM610DOD 5JPBU14258PO22311 Sold and Unpaid $5,015.07 Cam Su rline Inc. T33130 7/292008 5CAM610DODT 5JPBU14249PO22642 Sold and Unpaid $4,249.35 Cam Su rline Inc. T31521 9/212008 FREIGHT FREIGHT Sold and Unpaid $125.00 Car Mate Trailers, Inc. AR91109 4/1612008 CM818C 5A3C818D68L003425 Sold and Unpaid $4,826.50 Car Mate Trailers Inc. AR91474 4/29/2008 CM714CCHD 5AX7141D581-002193 Sold and Unpaid $3,706.50 Car Mate Trailers Inc. AR91930 511512008 CM824CCT 5A3C8241398L003480 Sold and Unpaid $8,889.30 Car Mate Trailers, Inc. AR92073 5/20/2008 MC824CCT 5A3C824D68L003923 Sold and Unpaid $5,205.20 Car Mate Trailers, Inc. AR92537 616/2008 8X24CUSTOM 5A3C824D381-003720 Sold and Unpaid $5467.00 Car Mate Trailers Inc. AR92790 6/16/2008 CM828EGL 5A3C828D98L003392 Sold and Unpaid $7,329.00 Car Mate Trailers, Inc. AR92881 6118/2008 SX26EAGLECAR 5A3C826D68L003644 Sold and Unpaid $7,795.20 Car Mate Trailers Inc. AR93214 7/3/2008 CM820VCT SA3C820D08L004264 Sold and Unpaid $5,747.00 Car Mate Trailers, Inc. AR93235 717/2008 CM82000T 5A3C820D08L003826 Sold and Unpaid $5,904.50 Car Mate Trailers, Inc. AR93245 718/2008 CM82000T 5MCB20D091-000250 Sold and Unpaid $10,000.90 Car Mate Trailers Inc. AR93801 8/4/2008 CM818ACTW 5A3F818D79L000239 Sold and Unpaid $2,099.30 Car Mate Trailers, Inc. AR93973 8/1212008 CM824CCT WC8241)791-000319 Sold and Unpaid $10,635.80 Car Mate Trailers Inc. AR94005 8113/2008 CM716VHD 5A3C716DX9L000390 Sold and Unpaid $4,753.70 Car Mate Trailers Inc. AR94050 811412008 8X24 5A3C824D69L00361 Sold and Unpaid $6,279.00 Car Mate Trailers Inc. AR94039 8/14/2008 8X26 5A3C826D18L001817 Sold and Unpaid $13,903.58 Car Mate Trailers Inc. AR94545 9/9/2008 CM824CCT 5A3C824D39L000348 Sold and Unpaid $6,772.50 Car Mate Trailers Inc. AR94544 9/9/2008 CM824CCT WC8241)191-000347 Sold and Unpaid $6,772.50 Car Mate Trailers, Inc. AR94681 9/16/2008 CM716CCHD 5AX71613091-000981 Sold and Unpaid $6,214.60 Car Mate Trailers Inc. AR94680 9/1612008 CM716ECHD 5A3C716D69L000774 Sold and Unpaid $3,641.70 Ca -0n Trailer Inc. 20814768 417/2008 6X12CARG0 4YMCL12128V175328 Sold and Unpaid $2,040.00 Carry-On Trailer, Inc. 20818855 4/30/2008 7X14TANDEM 4YMCL1426BV177167 Sold and Unpaid $3,420.00 Carry-On Trailer Inc. 20828311 5/14/2008 7X14TANDEM 4YMCL1421BV175634 Sold and Unpaid $3 420.00 Carry-On Trailer Inc. 20832722 6/1812008 7X14CARG0 4YMCL14238V185677 Sold and Unpaid $4,554.00 Carry-On Trailer Inc. 20847374 8/5/2008 6X12GATE 4YMUL12189V000944 Sold and Unpaid $865.00 Ca n Trailer Inc. 20847374 8/5/2008 6X12GATE 4YMUL12179V000949 Sold and Unpaid $11040M Ca On Trailer Inc. 20847374 8/5/2008 6X12GATE 4YMUL12169V000943 Sold and Unpaid $1,040.00 Ca n Trailer, Inc. 20844363 8/15/2008 6X12CARG0 4YMCL1218BV208123 Sold and Unpaid $2 700.00 Ca n Trailer Inc. 20847376 8/22/2008 6X12GATE 4YMUL12139VO01516 Sold and Unpaid $970.00 Ca n Trailer, Inc. 20847376 8/22/2008 6X12GATE 4YMUL12199VO01519 Sold and Unpaid $865.00 Ca On Trailer Inc. 20847708 9/3/2008 6X12CARG0 4YMCL12149VO02668 Sold and Unpaid $1,940.00 Carry-On Trailer Inc. 20848003 9/3/2008 6X12CARG0 4YMCL12129VO02670 Sold and Unpaid $1 940.00 Carrv-On Trailer, Inc. 20848003 91312008 6X12CARG0 4YMCL12169VO02669 Sold and Unpaid $1,940.00 Ca n Trailer Inc. 20849132 9/11/2008 5X10CARG0 4YMCL10199VO03222 Sold and Unpaid $1,489.00 Diamond C Trailer Mfg. Co. 0019933IN 8/30/2008 47MDLIBX96 46UFU182881120426 Sold and Unpaid $2,863.57 Diamond C Trailer Mfg. Co. 0019933IN 8/3012008 2PSALlOX60 46UFU101281120148 Sold and Unpaid $1,059.32 Sno ro, Inc. 36606 215/2008 C6.5x12 2000 5FGC6121081038376 Sold and Unpaid $4,529.60 Sno ro, Inc. 37239 311712008 C65X12 5FGC6121481038364 Sold and Unpaid $5,624.00 Sno ro, Inc. 38232 5/29/2008 U5x14R-W SFGU5141771034912 Sold and Un aid $1,305.00 Sno ro, Inc. 38986 7/3012008 C5X102000SER 5FGC5101091039700 Sold and Unpaid $3,866.50 Out of Trust Total: $222,897.19 R. Z s ro M -. t I X Y. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants. CIVIL DIVISION Civil Action No. 08- Lo(o (0 3 (---) cwi t (em MOTION FOR ORDER TO SHOW CAUSE FOR AN ORDER OF SEIZURE AND TEMPORARY RESTRAINING ORDER Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants. Civil Action No. 08- (_J PLAINTIFF, TEXTRON FINANCIAL CORPORATION'S MOTION FOR ORDER TO SHOW CAUSE FOR AN ORDER OF SEIZURE AND TEMPORARY RESTRAINING ORDER Plaintiff, Textron Financial Corporation ("Textron"), by its counsel Buchanan Ingersoll & Rooney, PC, as and for a Motion for an Order to Show Cause For Writ of Seizure and Temporary Restraining Order states the following as grounds therefore: 1. Pursuant to Local Rule 208.3(a)(2), Textron advises this Honorable Court that no judge has ruled upon any other issues in the above-captioned matter or any related matter as of the date of this Motion. 2. Textron is not aware whether or not either of the above-captioned Defendants are represented by counsel and as of the date of this Motion no counsel of record has entered his or her appearance on behalf of either of the Defendants. As such, Textron was not able to seek the concurrence of any opposing counsel in connection with this Motion pursuant to Local Rule 208.3(a)(9). 3. Contemporaneously with the filing of this Motion, Plaintiff, Textron filed a Complaint against Defendants All Pro West Truck and Trailer Accessories, Inc. ("All Pro") and 4283360 2 Sherry L. Wagner ("Wagner" and together with All Pro, the "Defendants") seeking recovery of possession of certain property subject to the security interests of Textron, together with monetary damages for the breach of various contracts by the Defendants. 4. Pursuant to 42 Pa. C.S. 1071 et seq., Textron moves for the issuance of an Order of Seizure and Temporary Restraining Order to allow Textron to obtain possession of its contractually and legally secured Collateral (defined below) and to prevent Defendants from wrongfully transferring or divesting assets to which Textron is entitled. 3. For a full recitation of the grounds for the issuance of an Order of Seizure and Temporary Restraining Order, the Court's attention is respectfully directed to the allegations contained in the Verified Complaint attached hereto as Exhibit 1.1 In the interest of brevity, the entirety of facts are not repeated herein. The contents of the Complaint are incorporated by reference herein and made a part hereof. The relevant facts are summarized below. 4. Defendant All Pro is a dealer of car trailers, utility trailers, equipment trailers and associated accessories that operates out of a facility located at 6250 Carlisle Pike, Mechanicsburg, PA 17050. Defendant Wagner is a guarantor of the obligations of All Pro to Textron. 5. Pursuant to that certain Wholesale Security Agreement (the "Security Agreement") and Finance Plan ("Plan" and together with the Security Agreement, the "Loan Documents ,)2 dated as of January 6, 2005 Textron financed All Pro's acquisition of inventory including, but not limited to, car trailers, utility trailers, equipment trailers and associated accessories (collectively, the "Collateral"), for sale in the ordinary course of All Pro's business. 6. Pursuant to Section 1 of the Security Agreement, All Pro granted a Textron security interest in the Collateral, which was perfected in accordance with Pennsylvania law. 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms by the Complaint. 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms by the Security Agreement and the Plan. 4283360 3 7. Section 7 of the Security Agreement provides, among other things, that All Pro may sell any item of Collateral PROVIDED THAT: "(a) Debtor is not in default hereunder, (b) the price obtained for such item of Collateral is not less than the unpaid Total Debt attributable thereto, and (c) Debtor holds all of the proceeds of any such sale in trust for, and promptly remits the unpaid Invoice Cost of such item of Collateral to, Secured Party." Security Agreement, ¶ 7 8. Section 9 of the Security Agreement provides that "any sale or other disposition of Collateral (made] by Debtor other than in compliance with Paragraph 7 hereof' constitutes an Event of Default under the Security Agreement. Security Agreement, ¶ 9 (c). 9. In the event of a default by All Pro, the Security Agreement provides that "Debtor agrees that Secured Party may, by itself or through an agent, without notice to any person and without judicial process of any kind, enter into any premises or upon any land owned, leased or otherwise under the apparent control of Debtor where Secured Party believes the Collateral may be, and disassemble, render unusable and/or repossess all or any items of the Collateral. Debtor expressly waives all rights to possession of the Collateral after default and all claims for injuries suffered through or loss caused by such entering and/or repossession by Secured Party. Debtor shall, upon demand by Secured Party, assemble the Collateral and return it to Secured Party at a place designated by Secured Party." Security Agreement, ¶ 10. 10. All Pro has materially breached the terms of the Loan Documents by, among other things, selling multiple items of Textron's Collateral which were subject to Textron's security interest without remitting the sales proceeds to Textron (a situation known as "sales out of trust" or "SOT") and failing to pay considerable sums due and owing under the Loan Documents. 11. Accordingly, Textron is entitled to, and has requested by separate motion, an Order of Seizure awarding it immediate possession of the Collateral. 12. All Pro's past course of conduct in selling items of Textron's Collateral without remitting the proceeds to Textron (a flagrant violation of the Loan Documents) and failure to make payments due under the Loan Documents indicates that Textron may face a substantial risk 4283360 4 of removal and/or transfer of its Collateral and compels Textron to seek a Temporary Restraining Order to restrain the Defendants from taking any action to jeopardize Textron's interest in the Collateral. 13. Due to the intrinsic portable and/or disposable nature of the Collateral, to wit, car trailers, utility trailers, equipment trailers and associated accessories, it is respectfully submitted that sufficient cause exists for the immediate issuance of a Temporary Restraining Order to avoid irreparable injury to the interests of Textron in its Collateral. 14. A memorandum of law in support of the requested relief is also filed herewith. WHEREFORE, Plaintiff, Textron Financial Corporation requests that this Court: (1) enter an Order restraining and enjoining Defendants and their representatives, from taking any action to transfer, sell, divest or otherwise jeopardize Textron's interest in the Collateral; and (2) enter an Order of Seizure authorizing Textron to enter upon Defendant, All Pro's business premises or other locations where the Collateral may be found to identify and seize the Collateral (with the assistance of the Sheriff). Dated: November 7, 2008 Respectfully submitted, BUCHANAN ING;RSOLL & ROONEY, PC BY: /s/ (/( Terry A. S ulsky (PA No. 8237, ) 20th Floor, One Oxford Centre Pittsburgh, PA 15219 Telephone: 412-562-8800 Facsimile: 412-562-1041 Counsel for Textron Financial Corporation 4283360 5 VERIFICATION I, Chuck Schroeder, am an Account Manager for Textron Financial Corporation, Plaintiff herein, and, as such, I am authorized and do make this verification on behalf of Plaintiff, and state that the averments of facts set forth in the foregoing pleading are true and correct to the best of my knowledge or information and belief. I understand that the statements therein are made subject to the penalties of 18 Pa.Cons.Stat. §4904 relating to unsworn falsification to authorities. Dated: ?/ ?b EXHIBIT 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, CIVIL DIVISION Civil Action No. 08- (_) v. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants COMPLAINT Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 4478774 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, 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. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service Cumberland Bar Association 2 Liberty Avenue Carlisle, PA 17019 717-249-3166 4478774 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants. COMPLAINT Plaintiff, Textron Financial Corporation, by and through its counsel, Buchanan Ingersoll & Rooney, PC, as and for its Complaint against Defendants All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner, hereby alleges as follows: PARTIES 1. Plaintiff, Textron Financial Corporation ("Textron" or "Secured Party") is a corporation duly organized, chartered and existing under the laws of the State of Delaware, with its principal place of business in Providence, Rhode Island. 2. Upon information and belief, Defendant, All Pro West Truck and Trailer Accessories, Inc. ("All Pro") is a corporation duly organized, chartered and existing under the laws of the Commonwealth of Pennsylvania, with its principal place of business at 6250 Carlisle Pike, Mechanicsburg, PA 17050 (the "Dealership Location"). 3. Upon information and belief, All Pro is a dealer of car trailers, utility trailers, equipment trailers and associated accessories. 4478774 4. Upon information and belief, Defendant, Sherry L. Wagner ("Wagner") is a citizen of the Commonwealth of Pennsylvania who resides at 4400 Kile Drive, Enola, PA (Cumberland County), 17025. 5. As of January 6, 2005, Wagner was the President and Assistant Secretary of All Pro. STATEMENT OF JURISDICTION AND VENUE 6. This action arises under the laws of the Commonwealth of Pennsylvania and is within the subject matter jurisdiction of this Court. 7. This Court has personal jurisdiction over each of the defendants pursuant to 42 Pa. C.S.A. § 5301. 8. Venue in this Court is proper under Rule 1072 of the Pennsylvania Rules of Civil Procedure because the property to be replevied is located in Cumberland County and the actions that give rise to this Complaint occurred in Cumberland County. FACTUAL BACKGROUND A. The Wholesale Security Agreement and Personal Guarantee 9. On or about January 6, 2005, All Pro and Textron entered into a certain Wholesale Security Agreement (the "Security Agreement") and Finance Plan ("Plan" and together with the Security Agreement, the "Loan Documents')', whereby Textron agreed to finance All Pro's acquisition of certain inventory including, but not limited to, car trailers, utility trailers, equipment trailers and associated accessories (collectively, the "Collateral"), for sale in the ordinary course of All Pro's business. A copy of the Security Agreement and a copy of the ' Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms by the Security Agreement and the Plan. 2 Plan are attached hereto as Exhibit A and Exhibit B respectively and both are incorporated herein as if set forth in full. 10. In connection with the execution of the Security Agreement, Wagner executed an unconditional and irrevocable personal guarantee (the "Guaranty") of the payment and/or performance of all indebtedness, obligations and liabilities of All Pro to Textron. A copy of the Guaranty is attached hereto as Exhibit C and incorporated herein as if set forth in full. 11. The Security Agreement requires, among other things, that in order for All Pro to sell the acquired inventory, All Pro "holds all of the proceeds of any such sale in trust for, and promptly remits the unpaid Invoice Cost of such item of Collateral to, [Textron]." Security Agreement, 17. 12. As set forth in paragraph 1 of the Security Agreement, Textron has, among other things, an interest in the Collateral as a secured party. In order to secure its obligations under the Security Agreement, All Pro granted to Textron a valid security interest in and to the Collateral. Textron perfected its security interest by filing a UCC-1 financing statement with the Pennsylvania Secretary of State on January 21, 2005 [File # 2005012605224], a copy of which is attached hereto as Exhibit D and incorporated herein as if set forth in full. 13. Section 9 of the Security Agreement provides that the failure of All Pro to make the required transfer of proceeds from the sale of the Collateral to Textron in accordance with paragraph 7 of the Security Agreement constitutes a default by All Pro in the performance of its obligations under the Security Agreement. Security Agreement, ¶ 9(a), (c). 14. In the event of a default by All Pro, the Security Agreement provides that Textron may, with or without notice or demand to All Pro, pursue and enforce any one or more remedies 3 including by not limited to the following: (1) taking possession of the Collateral; (2) disposing of the Collateral; and (3) collecting from All Pro all sums due and to become due under the Security Agreement. Security Agreement, ¶ 10. B. All Pro's Defaults under the Security Agreement 15. All Pro has defaulted under the terms of the Security Agreement by failing to properly transfer proceeds, together with interest and other changes regarding the invoice cost as specified in the applicable Loan Documents, from the sale of each item of the Collateral to Textron. 16. On or about July 15, 2008, Textron notified All Pro (via Federal Express) that All Pro had breached the Security Agreement and Plan and demanded that All Pro pay the demand amount. A copy of the July 15, 2008 correspondence (the "July 15th Demand Letter") is attached hereto as Exhibit E and is incorporated by reference herein. At the time Textron sent the July 15th Demand Letter, the default amount totaled $230,126.17 as of June 30, 2008. 17. On or about September 12, 2008, Textron notified All Pro (via Certified mail) that All Pro had breached the Security Agreement and Plan and demanded that All Pro pay the demand amount. A copy of the September 12, 2008 correspondence (the "September 12th Demand Letter") is attached hereto as Exhibit F and is incorporated by reference herein. At the time Textron sent the September 12th Demand Letter, the default amount totaled $104,890.47 as of August 31, 2008. 18. On or about October 1, 2008, Textron notified All Pro (via Certified mail) that All Pro had breached the Security Agreement and Plan. As a result of All Pro's default, Textron accelerated the maturity of all um-natured obligations owing from All Pro to Textron and demanded that All Pro and Wagner (as guarantor of All Pro) pay the sum of $827,895.77 to 4 Textron. A copy of the October 1, 2008 correspondence (the "October 1 st Demand Letter" and collectively with the July 15th Demand Letter and the September 12th Demand Letter, the "Demand Letters") is attached hereto as Exhibit G and is incorporated by reference herein. At the time Textron sent the October 1st Demand Letter, the accelerated obligations totaled $827,895.77 which consisted of $820,510.99 in principal and $7,384.78 in interest accrued through September 30, 2008. 19. As of October 21, 2008 All Pro made sales out of trust totaling $151,373.80. 20. As of October 31, 2008, All Pro's out of trust amount had risen to $222,897.19. COUNTI BREACH OF CONTRACT AGAINST ALL PRO (MONEY DAMAGES) 21. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 22. All Pro was and currently is in default of the Loan Documents, which defaults include, but are not limited to, the following: (a) sales of certain items of Collateral without remitting the proceeds to Textron, a condition known in the industry as "sales out of trust" or "SOT." 23. Textron properly made demand and accelerated All Pro's obligations under the Security Agreement by the Demand Letters. 24. All Pro has failed and refused to make payment of this indebtedness to Textron. 25. Textron has elected to declare the entire indebtedness of All Pro to Textron due and owing, which indebtedness, as of November 3, 2008, includes (i) interest and other charges 5 in the amount of $5,829.83, (ii) $201,233.69 in out of trust amounts; (iii) $23,608.51 in amounts relating to stolen or defective Collateral; and (iv) $406,602.35 in current and past due principal. 26. Accordingly, All Pro is liable for and owes Textron the sum of $637,274.38 as of November 3, 2008, plus interest thereafter at the rate provided in the Loan Documents in addition to attorneys' fees and costs. COUNT II REPLEVIN CLAIM AGAINST ALL PRO 27. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 28. Section 10 of the Security Agreement provides that in the event of default, Textron may enter upon All Pro's business premises in order to take possession of the Collateral. 29. A list of specific Collateral which Textron believes is currently at the Dealership Location (as of October 31, 2008) is set forth in Exhibit H attached hereto and incorporated herein. 30. A list of specific Collateral which Textron believes has been sold by All Pro without the sale proceeds derived from the same remitted to Textron as required by the Loan Documents (as of October 31, 2008) is set forth in Exhibit I attached hereto and incorporated herein. 31. The value of the Collateral is estimated to be $420,000. 32. The Collateral is believed to be located at All Pro's business premises located at 6250 Carlisle Pike, Mechanicsburg, PA 17050. 6 33. Pursuant to Section 10 of the Security Agreement and 42 Pa. C.S. 1071 et seq. Plaintiff is entitled to immediate possession of the Collateral plus attorneys' fees and costs. COUNT III CLAIM FOR INJUNCTIVE RELIEF AGAINST BOTH DEFENDANTS 34. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 35. Textron owns, possesses and still retains a duly perfected purchase money security interest in and has the right to immediate possession of the Collateral. 36. All Pro currently has possession of the Collateral and wrongfully refuses to deliver such Collateral to Textron. 37. There is an immediate danger that unless restrained and/or ordered by this Court, not to do so, All Pro and its agents, representatives and guarantors may transfer, sell, pledge, assign, remove, secrete or otherwise dispose of the Collateral in derogation of Textron's security interest. 38. If the Collateral is transferred, sold, pledged, assigned, removed, secreted or otherwise disposed of by any Defendant, Textron's rights to possession of the Collateral will be unduly prejudiced, and Textron will suffer irreparable injury to which Textron has no adequate remedy at law. 39. Textron is entitled to a temporary restraining order and injunction prohibiting any and all Defendants from selling, transferring, pledging, assigning, removing, secreting or otherwise disposing of Textron's Collateral. 7 COUNT IV BREACH OF CONTINUING GUARANTY AGAINST DEFENDANT SHERRY L. WAGNER 40. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 41. On or about January 6, 2005, Defendant Wagner, for good and valuable consideration, executed and delivered to Textron the Guaranty of the obligations of Defendant All Pro to Textron. 42. By the Demand Letters, Textron, pursuant to the terms and provisions of the aforesaid Guaranty, duly notified Wagner of All Pro's default and demanded payment. 43. Despite demands therefore, Defendant Wagner has failed and/or refused to make payment of the indebtedness of All Pro to Textron. 44. Pursuant to the terms of the aforesaid Guaranty, Wagner is indebted to Textron for the entire indebtedness of All Pro to Textron in the sum of $637,274.38, as of November 3, 2008, plus costs of collection and interest thereafter at the rate specified in the Security Agreement and Guaranty. COUNT V CLAIM FOR ATTORNEY'S FEES AND LEGAL EXPENSES AGAINST ALL DEFENDANTS 45. Plaintiff incorporates the allegations of the preceding paragraphs of the Complaint as if fully restated herein. 46. The Loan Documents and Guaranty require payment by All Pro and Wagner, each of them jointly and severally, of any and all attorneys' fees, costs, and expenses incurred by Textron in connection with the enforcement of its rights under the aforesaid agreements. 8 47. Textron has and will incur attorneys' fees, costs, and expenses in connection with the collection of its unpaid debt in an amount yet to be determined. 48. Textron is entitled to judgment against All Pro and Wagner, jointly and severally, for such fees, costs, and expenses as determined and allowed by the Court. DEMAND FOR RELIEF WHEREFORE, Plaintiff, Textron Financial Corporation demands judgment as follows: 1. Under Count I, against Defendant All Pro West Truck and Trailer Accessories, Inc. in the sum of $637,274.38, plus interest at the rate specified in the Loan Documents from and after November 3, 2008, attorneys' fees and costs; 2. Under Count II, against Defendant All Pro West Truck and Trailer Accessories, Inc. awarding Textron an Order of Seizure granting it immediate possession of the Collateral; 3. Under Count III temporarily, preliminarily and permanently enjoining and restraining Defendants All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner and their agents, representatives, servants, officers, guarantors, employees and affiliated corporations from doing or taking, or causing to be done or taking any action to transfer, sell, pledge, assign, remove, secrete or otherwise dispose of the Collateral; 4. Under Count IV, against Defendant Sherry L. Wagner in the sum of $637,274.38, plus interest at the rate specified in the Loan Documents from and after November 3, 2008, attorneys' fees and costs; 5. Under Count V, against Defendants, All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner, jointly and severally, for all attorneys' fees, costs, and expenses incurred by Plaintiff, Textron Financial Corporation in connection with enforcement of its rights herein, in an amount to be determined and allowed by the Court; and 9 6. Any and all further relief, legal or equitable, to which Plaintiff Textron Financial Corporation may be entitled. Dated: November 7, 2008 Respectfully submitted, BUCHANAN INGERSOLL & ROONEY PC By: /s/ Te rry A. Sh sky (PA No. 8 79) 20th Floor, One Oxford Cen e Pittsburgh, PA 15219 Telephone: 412.562-8800 Facsimile: 412.562-1041 Counsel for Textron Financial Corporation 10 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants. VERIFICATION I, Chuck Schroeder, am an Account Manager for Textron Financial Corporation, Plaintiff herein, and, as such, I am authorized and do make this verification on behalf of Plaintiff, and state that the averments of facts set forth in the foregoing pleading are true and correct to the best of my knowledge or information and belief. I understand that the statements therein are made subject to the penalties of 18 Pa.Cons.Stat. §4904 relating to unsworn falsification to authorities. Dated: //- 016 0 S EXHIBIT "A" TEXTRON IFN IA WHOLESALE SECURITY AGREEMENT Ibis. Wbolesak Saaurby Ap=nW (this "Agt+ea XnO is entered into, as of the date set fartih below, by the debtor identifi ed below ("Debtor') and Textron Financial Corporation ("Sawed Patty"). For ptulsoau of Shia Agreement, any party which controk is controlled by or is under cmmmn amtrol with DAW or Sxared Party, shell k da7ned ezt affitisde of Debtor or Seamed Party, as appropriate. 1. Grant of Somrity loterea# DemeripdOa of Collateral. Debtor grants to Secured Party and its affiliates a murity interest in the following property (collecdvdy, the "Collatemm): See Attached Edubit A 2. Promise to Pay. Debtor prgcoises to pay to SecuredPasty the original invoice, coati (Ravoice Cost") of cash .item of Coilausal fiaaaoed or refinanced for Debtor by Searmd Party prrsuarst to tetust 6 5ranoe plans otherwise (m rdb cases. a."Pinnace Plash' . ta&ethar w?dir intaeat and chorpsoothe lavoiee Cost as aped fied in the applimble Fmrutoe Plan and this A (=Bccbvdy, the 'Total Debt' All p ynadra Iscrossuder and under eeeb Fussam.Pb.m suet be made pnysble to Seemed Potty and ddimW to She addrssaspetaded by Seemed Party from time to tiiae. Farb payment received from Debtor by Secured Party shell be applied: FIRST, to the portion of the Total Debt attitude tp itesut. of CollateW whist have been disposed of by DabW. in the cadet: is W E& mos i1 hurts of Cogatmal was minced to Debtor (the "Order of hrvorctgg"XSECOND. to the portion of the Told Debit tue titre cod g anrt.ut . to otbec jurors of Collateral in their Order of Invoicing and. THIRD, due exams, if diall ise held by Seared Peaty a mcvsity fiir else peynses t 44 all other obligations of Debtor weber its affiliates accused by &a C0111110011. With TeVact !Q anyps.- 'item iooaved by Sneered Party 5nm Oehler which are allocable- tbessto shall be applied: FIRST', to acrsned and .stipend IM >drages and i area owmg hereonder' and odder any applicable Finance Plan with respect: to such itear of t ;oilaterat; nd. SECOND, to elm tbm of g Invoice cost of soda item of Collateral. 3. Obllgatiom Secured by the CoOaturaL Each item of Collateral shall wort; the Payment and paforrmoce by Debtor and/or its affiliates of all present and fiuum indebtedom and obligations of Debtor mdlor its isbfilixim of every ]dad and nmhm wbn mm.. atv n$ to'Seared Party audlor its ai iliaaea. Debtor dodges that Scared Party drab] ire endOW ter! a pwtb use money ncuity int red is the it®s:of ColWeral fiaaaocd by SemradPatty forDebtw anid ngn= that the extent of Sm;ured PVVs ptachaat money priority is ate? such item of Coda crab shall be determined, at any tiuoc, by edastemx to the unpaid Total Debt attributable so mch item of Collateral. 4. Collateral to Ruin Pesooal Property; Lowden of Collateral. Debtor agues that the CablakW SW at an fines rermin rasoml propel ty, abed not bseoeaue at3nned. to or firm a Part of coy real estate, and shelf be located at Debtor's plane(r) of bnaitsas set forth beau: Debtor snap resno" nary of the CDadu al Siam taudt'lot d*4 Cn>ctodinY mav?S say of the Collateral between or amoung siseb:locadon(s}j or mgt its principal place of business wkbm ebe prior writtesi eons of Secured Party. 5. Diulaimmer of Warranties; Uoeoaditiond Nature of Obl%pdosa. DEBTOR HEREBY ACKNOWLEDGES AND AGREES THAT: (a) SECURED PARTY IS NOT THE MANUFACTURER OR THE SELLER OF THE COLLATERAL, AND (b) SECURED PARTY HAS NOT MADE ANY WARRANTY OR REPRESENTATION WITS RESPECT TO THE COLLATERAL OF ANY NATURE OR KIND WHATSOEVER, EITHER EXPRESS OR APPLIED, INCLUDING. BUT NOT LWM TO, THE NMCHANTABMXI Y OF THE COLLATERAL, ITS Fn NESS FOR A PAR7 CULAIL PURPOSE;. ITS COMPILE WITH APPLICABLE LAWS AND REGULATIONS OR Tts NON- IIVFRBJGEMENT OF 7119 RIGM OF OTVit3. Debtor agrees that it shall give notice m Secu:ted Pauly of any du feet or qty in my ftment of tier Collateral t3raooed by Sesaced Pasty, or any claim of a right to reject a revolut •eeepaassce of snub C?iteoerai Eon aryrearan, no later boas Eve (s) days :ihs ddivay o1 soph CollstaaL NOTWITHSTANDING SUCH NOTICE. DEBTOR AGREES THAT ITS OBLIGAMONS TO SECURED PARTY WITH RESPECT' TO SUCH COLLATERAL SHALL BE ABSOLUTE AND UNCONDITIONAL AT ALL TALES AFTER SECURED PARTY HAS ADVANCED OR 0014 Wr ED TO ADVANCE ALL OR ANY PART OF THE INVOICE COST OF SUCH COLLATERAL TO THE SELLER THEREOF. b. Debtor`s R tioaa, Wwmades and A Debrtor .ti preaarts anfl vrarisaca .to Seared Party dust. Debtor lawfully Possesses and owns each item of Collateral fines Wed of refmsaced by Seared Pm1y far DebtoG exeeprtior .tire Aawrify i nferect. granted Lasby, the Collateral is free from, and will neroein free from, all Ilea, elamu, saxaity iate+ens or otter vs; ao g sosternpst covering the Collateral or its proceeds is an file in favor of any party other dues Seared Party; sdl infetmtoior aappiied and 'tradg by Debtor in any fioeaheial or aecosmtMg taa<anent W apPUCOM for credit delivered to Secu ed Party at cry time h6 ac s>ani) be, lsneR. correct, caanpitete and geonme when delivered and these tea been no material adverse change in the Debto's asst war.6 financial Posifim or in 81e ip5oaidlitim Provided by Debtor to Seared Party in the craft application of odmrMae fra® the date of aubmimon of sock information through tun date of Debtor's signing of this Agrnanent Debtor agrees to defend, at Debtor's own mpe+age, any action, ptoeeeding or claim affecting the C.ailstaa#:'to pay attonwfl fees and all other ex rted isySetorml Patty in enfmiog its rights after Debtor's defadt hereunder, to Pay Promptly in tmces,, asessrnenM tictow fees and == car private levied or assessed against the CollMml, this AgreancM any Fm Plea or payments to be rude m O pp tbeae166 sods ob survive the urination of this Agreamotj; that if a cetifiake of title is rngsr, by low with nupect to h= such certificate and shall note the 900011Y Interest of Secured Party thereon and, in any event; of CoDateaal, Debtoraliall obtain everything necessary or expedient to Prsaavror P:rue samy itt of Sawed Parry t>>ae that Debtor ?+, ,su?e?.t? s,?a?t miserse, fail in beep im good repay eaeet4 car, atcepC heatia ercprrady pesretted, r®t, end, eacanbef or odierwioe tiaQSfes bay of the Gollater>ri, ovum the Colimem for my Purpose now clues for i or demonsCauSon an Debbr`a preraiset: wituourt"tire Prior written oooseaR of Sunned Party; and that Beaune Pasty May euuer upes3 Debtor at any rsasonable time to inspect the Collateral and Debtor's boom and records pats wing to dw Conmeai wiA the frill eoope 2doss and maistanee ofDebtor. 5561. whd-We Sam ft AprmarM t (Rev 12MMOM Page I of 3 Aamrar[ 02ann - I Disposition of Collateral by Debtor; Release of Lien. Debtor is a merchant engaged in the business orsening the Collateral and other personal `property of a had similar to the C.oUderaL 'Boob Debtor and Seamed Party intend for Debtor to sell the Collateral, but only in tiro ordittiay sotto I F of its bus as Debtor nortttally sells suck Collateral. Tberefore, Debtor may sell any itern of Collateral PROVIDED THAT. (a) Debtor b not in dedartit hereunder, (b) the price obtained for snob loan of Collateral is not less than the unpaid Total Debt annbutable thereto, and (e) Debtor holds an of the prod of any Sthch We in trust for, and promptly remits the unpaid Invoice Cost of sack item of Collateal to, Secured Patty Debtor admawtedges, that Seamed party may adend financial accommodations, in an amount equal to all or a portion of the Debtor`s sale; price, tothe purchow or lessee of an item of Collateral 5iern Debtor. In such a case, the unpaid Invoice Cost of such item of Collateral and the aabent to lie financed by Seamed Party my be offset against one another to determine the amount rravable by or to Debtor. Insunace and Risk of Loss. At all times during the tam of this Agreement, Debtor shall bear the entire risk of loss or destruction of, or damage to, the Collateral. Debtor will procure and urns ly maintain "aIl ride' property insurance covering ? item of Callatud for the tall replacement value thereo? plus such other faetsaooe es 5 Party tiny specify from time to thine Each' policy. of insarttant days cantak a standard Lender's Loss Payable Emdacsene 'u &W h of Secured Party, l S foe, aiman ogre' thing;; thirty (30). days prior written notice to Secured Party of any caloccustioa, note ail or modification of such coverage. 5ecu red Party`s aco4*w= of policies in 1;zscr amounts in one instance sham not be a waiver of Debtor's vlriigati= hereunder in any other' ioatance? In the event of Debtors. fabM to seem and Maintain ininvance as herein required, Secured Parry may to Protect and insure the Collateral, at its sole option, secure such insumaocc on behalf of Debtor and Debtor hereby promises to pay to Seared Party on demand any amounts expended by Secured Pasty is securmg such Woursoce as part of the obligations payment of which is secured by the Collateral pursuant to this ASmemenL brsmraaee parcbeaed :by Seximtod Patty Inow include cores a beyond fltose required by this section. The cost of sack insurance may include: n premium expense CH) p? finance and (in) :fees for bViag and other administrative services. Secured Party's affiliates may ad as instranee Cartier, pnmir fmaou a eompaahy And/or insurance and miy be Coe tad through 1. Charge;, It Premium rebates and fees. Debtor w1wowledgm that mym'sumum obtained by Seamed Party is solely fir the bahefit of Seamed Patty and ehnay be more e>gtfeve: than iasisaaee obtained by Debtor. Second Party will I y di: e.any pmhased by Smrcd Party tlpon De6tar s mom of peeper wi&nm of valid kLmn a meeting the agraes that Socraed Party rbay art as Ddtoor's r eve of flit $action. I)ebtorbarely in rmkiag, adjuging and settling claims under or ea nceiing say such inamance polleies revering t Caltatesal, and adortang Debtor. s nature any draft, cheda or other instrum ots drawn by an in== of the Collateral. Events ofDebult; Acceleration. Debtor and Secured Patty aclmowledge that time is of the essence in this Agreernam The following are events of default under this Agreement permitting Secured Party to take such action under Paragraph 10 of this Agreement as Secured Party deans necessary. (a) any of Debtors obligations to Secured Patty and/or any affih of Serrated Patty under this Agreement, any Finance Plan or any other agreement are notpaid or pe dimmed at required; (b) there Dean a default by any affiliate of Debtor under any agreement with Secured Party and/or any affiliate of Secured Party; (c) any sale or other disposition of the Collateral is made by Debtor otter than in complience with Paragraph 7 heenf; (d) Debtor breaches any representation, warranty or covenant contained herein or in any other instrument or agreement delivered by Debtor to Secured Party or any affiliate of Seared Patty in connection with this Agneruent or any other transaction; (e) Debtor dies, ceases to do business as a going concern or there occurs a material Change in the ownership or management of Debtor's business; (f) any of the Collateral is lost, damaged or destroyed and Debtor fails to pay to Seamed Party, within five (5) days thereafter, the unpaid Invoice Cost of such Collateral; (p) Debtor becomes insolvent or baolQnpt; makes an assignment for the he m& of maditors or consents to the appointment of a trustee or receiver, a trustee or a rccciver is appointed for Debtor or for a substantial part of its property without its consent and such trustee or newer is not removed within a period of thirty (30) days; bankruptcy, reorganizabao or insolvency proceedings are instituted by or egaaust Debtor said, if instituted against Debtor, are not dismissed within a period of thirty (30) days; or if any of the foregoing occurs with respect to soy guarantor or other party liable for say of Debtor's ad/or its affiliates obligations to Seamed Party and/or its affiliates; (h) all or any part of the Collateral is attached, levied or seized upon in any proceeding and such process is not discharged within ten (10) days; (i) Secured Party believes that the prospect of payment or perfaceaance of Debtors m0cm its affil idea obligations; to Secured Party and/or its affiliates is impaired, whether by reason of a material adverse change in the business prospects or ftaeocial rendition of Debtor or odwrwise, or, in good faith, believes that the Collateral is insufficient security for Debtor's oblations to Seamed Party; or G) any gam, surety or endorser for any of Debtor's and/or its aflimes obligations to Seamed Party and/or its affiliates dies, defailts in any obligation or liability owing to Secured Party or any affiliate of Seemed Party, or any guaranty of the obligations secured hereby is terminated. If Debtor is in def alt hereunder, the indebtedness herein described and all other debts then owing by Debtor to Secured Party and/or its affiliates under this Agreement or any other present or futtme agreement shall, if Secured Party or any such affiliate shall so elml. become imawdietely dux and payable. 1A. Secured Party's Remedies After Default; Consent to Enter PressiaL Upon a default hereunder, and at any time thereafter, Secured Party shall have all of the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws, including the right to collar from Debtor any deficiency remaining afar disposition of the C 1 Dehtat agrees ricer Bernard P>t¢fy rnY, by-itsdf or through an ashy arithont notim to any.paaaa and without ju al process ofany it , "lift 1 or upon awry load owned,: kneed ear adwwae tddec tin 11 aoaboi otDchor wheat: secured Patty budieves the Collateral ray be, and du tie, render unnable and/or rlepaaeoF` ell or any "items of the Collateral. Debtor Cal ---sly waive; an two :to possession of the C.ona earl miner defhnh and all claims l+bt n suffsrod throtegb or tons Grteuad b isutck attd/ufrtu asesocn by Seared Pact-. Debtor Buell, upon deed by S= ed Pdrtlr, aaaem6le the CoWoenai erred ruaaes it to Seamed Party at a p3atx d eed by Seamed Party. Secured Patty will give Debtor reasonable notice of the time rod plaax of eery pubHe axle of the Collamnt or of the tiro after which say private sale of the C 0olo a( or any other inteoded disposition thereof is tobe trade The requiremen of reasonable notice shall be met if such 5504 - vvteoraaah. treweup, AWearnart (Rm tvtaaoM Page 2 of 3 Amount Q2MMU - t since is maven to the notice address of Debtor don hack at kart tea (10) days before the time ofd e sak ac otter d Lion of the ConderaL Debtor i rrts_ that the repurchase of any its of CoUstand: by. the uhantht>obavr or my dauftlor therof AA cmut w a ctaetrthaatdly rsasaI bk private sale of the Collecrid by Sec tvee Party, if the prix ohtahmA is wag the (a) *e then o" bg Invoice Coat of rode item of Cow, minus (b) amounts iacuo: d, if arty, tv : Such item of Caul to the apim ? of cmnsed caoa'oo. Eqxwu of t,eW*& holding, pt>pariag for sale, selling and the lice shall inch .. attorney`s. fen and otlm legal atpenses. Debtor nadeaatawk dw Seamed party s tip use snennlstive and not atterkmive. 11. Waiver of Defaults; Agreement Inclusive. Secured Party any, is its sok discretion, waive a ddm or tame a default at Debtor s tr pa se. Any such w any particular instance or arty waiver of a particular default "nee be a waiver.of any other 4cfimb at the same time or at my oiler tim 'No modification or change in this Agreement, or =40ament hum, shall bmd Secured Party nalw. dw same is In writing and signed by ea ondtneimad officer of Secured Party. 12. Flaancisg Statements; Financial Iaforatst5on. Debi shall exca to all financing statemcats or other tastratne its which Segued Party reasonably deems to be necessary or appropriate to protect and perSed its security interest is the CailatervL : Debtor antlKnizea Seeeaed Party to file a fiuo*& t ¦vith tnpea to thetbllatmal signed only by Secured Party noftr to fife a repaodetcpoa# of this Agmwxnt or a reproduction of a :finaxhg statement. Debtor will deliver to Secured Party, within ninety (90). days. afic the close of Mh BOW year of. Debar, Debtor's balance sleet and smaot:ax of inccame (ninincial Ste, cefiSted by a rocogoixed. firm of e0i fled poblic accountants; as having. beep prerr ped in.accordance with gmexatly accented accowding priucipks and n presenting fairly the fiaaacnrl condition ofDebtbr as of the dart thereof and for the period thin ended Upon request, Debtor vv0 deriver to Secured Party, within eeindy (90) days after the cdosa of each fiscal quartet of the Debkr, capies of Debtors Qmartaiy Financial Stag amts oatifi d by the chief fun officer of Debtor as presenting racily the fineneisl coodhim of Debtor as of ifhe date thereof and fat the period then eode& 13. MisexWueons. ScMUW Party may eohhect patent arors herein and fill is blanks, Any provisions bercof any to, pnaba ted by, cr invalid murder a vbabie haw, shall be inapplicable hereto, deemed omitted he e6=4 and did not invalidate the traaKi Ming psavisiogs Lam£ Secured Party may establish a credit law for Debtor and gray adlast such aedit limit fiam time to time. Such aeelet ]imiC WMI not consti#rte a Ursa' 11, line of c rodiL It is the inaudon ofSecumd Pasty one to charge hftrea pucaahant to the Flhaoce Plans: at a twe.in:ex:xas of the hoeat rate panitted by applicable law. In VIA* such dam, intmat on any oWstamding loam as cunt shall be spread over the andr+e period that wxh hen snwneat is oot w ding. Any sucb access charges Maid by Debtor tip Secured Peaty"be applied to reduce the le teal hmhaaa I outatanift or refunded to Debtor, as appsoptinle. Debtor admowiedgea rec* of a triune cagy hereof and waives notice of Secured Party's acceptance baoof ff Debtor is a won. Debtor iepriesmfs thud tbk A is ezeahted PMSU to ant>xoitl• of its Bored at'Daeetass rod. constitutes the valid and biodiag obligation of Debtor. If more than aloe party executes thk Agrecozo as Debtor; Cheat ob4ga6lonc under this Agreement are joint and scvcmL Debtor may not rtaigp its righte or delegate its oblip* ions baieunderr vrithont. the prior *mum of Seohuod Party: AM notices hcraaada shall be in writing and delivered or.soot to the retpeoive addreseea set forth haeig, or arch officer address as cattier Secured Patty or Debtw may hereafter deli tttie to the other,. THIS ACREEMffi3T SMU $E t OVERRNED $Y, AND CONSTRUED IN: ACCoRDAN= W1Tlii, THE LAWS OF THE STATE OF RHODE LS3.??iD, q!IIHt7tJT Rte. TO APPLICABLE dGT OF LA4i? PRRV'i.ES EACH OF THE PARTIES 1lE tM WNSFNTS 'PO THE..NON-ERa.tJSm AmWIMM CF RHODE ISLAND ODMTS IN CONNEC ON WITH THE RESOLUTION OF ANY DISPUTES CONCERNING TIM MATrM C ONTIIA'LATED HM M The parties hereto have execated this Agreement as of OL960M SECURED PARTY: 'TEXTRON FTNANCtAL, CORPORATION Naar: hL L. Schaedlcr Title: Account-Service Coordinator Secured Party's address for aorta: P. O. Box 9354 Minneapolis, MN 55440 Debtor's trade names (if any): ALL PRO WEST TRUCK AND TRAMER ACCE,SS709 6.1, C Debtor's other planar of b vshm s where the eoRat" Stay be located: DEBTOR: ALL PRO VVJW 'MUCK AyN?D TItARER AOC I3IES, INC. Br. .1 J"180w,1, Name, SHERRY LVWAGM ' Trtie PRESIDENT FOR DE ILS SIM TURE• Name. Mmeoar..._. t- ??? Debtor's principal place of bataiaess and address for useless: 6250 CARLISLE PIKE MECHANICSBURG, PA 17050 C MM Name (s) of Debtor's other partner(s) (if applicable): 5504 - Whda-* SO-ft Agi-t (Re 12l1 MCM Page 3 of 3 Aoodmt 020ta28 - i I TEXTRON FIN.\N" "AL EJCMMIT A All equipment and inventory, wherever located, in which Debtor now or hereafter has rights; all present and future attachments, accessories and accessions thereto; all Rxhu=; all spare parts, replacements, substitutions and exchanges therefor, all trade-ins relating thereto; all instruments, amounts and chattel paper arising therefrom (ncluding leases and conditional sales contracts); and the proceeds of all of the foregoing, including proceeds in the form of goods, accounts, chattel paper, documents, instivments and/or general intangibles. ACCEPTED: Name: SHE&RYL. WAGNER Title: PRESIDENT 9" M*BITA-sPECIA4 Amount - 1 FTEXTRON (ASSISTANT) MTARY'S CERTIFICATE "The undersigned, SHERRY L. WAGNER, (Assistant) Secretory of ALL PRO WEST TRUCK AND TRAIIXR ACCESSORIES, INC. (the "Company"), in order to induce Textron Financial Corporation ("MC") to enter into the Agreement(s) (as hereinafter defined), certifies to TFC that 1. The Company is duly organized, validly existing and in good standing under the laws of the State or Commonwealth of PENNSYLVANIA; the Company has full corporate power and authority to execute, enter into and deliver the Wholesale Security Agreement dated 01/06/2005, between the Company and TFC and any and all other documents related thereto, whedw now or hereafter executed (the "Agreement(s)"); and all corporate action necessary to authorize the execution, delivery and performance of the Agreement(s) has been taken and such action has not been modified or rescinded in any respect. 2. Each of the following persons is a duly elected (or appointed), qualified and acting officer of the Company, having full power and authority to act alone on behalf of the Company with respect to the Agreement(s), including any future modification(s) thereof, and to execute and deliver such other instruments and agreements in connection therewith as he or she may deem necessary or proper. Said power and authority is being relied upon by TFC and shall remain in force and effect unless TFC shall receive in writing notice of the revocation of the following person(s) power to so act on behalf of the Company. The signature appearing opposite his or her name below is his or her genuine signature: Name Office Si . SHERRY L WAGNER PRESIDENT I-Y f, IN WITNESS WHEREOF, the undersigned has hereunto signed his or her name and imprinted the seal of the Company as of the date set forth below. Date: 01/06/2005 SHERRY I,. W (Assistant) Secretary (Corporate Seal) IOW (Asst) SKtGbr s Ceffl= L Rev 1 VD1 ACO mft 0202928.1 EXHIBIT it B" ff?TEXTRON f IN ? M-, I % 1, FINANCE PLAN Tod= Financial CoMoraion MrM fs pleased to after ftnarndng to ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. (`Arstomar'), to be used by Customer for CusW s acquisition d certain iva kxy Clmrentorn, stood to the previsions of ttrs Finance Pbn and a Wholesale Secuky Agreement between crntmer and TFC (the'Searky Apaemen'). ELIGIBILITY: To be eiglble for finandtg, an bm of lave" must be: (a) sffWbd, unless *envise agreed to by TFC, (b) adequately described on an Lo dm issued to Customer by an approved (a'Uendx'l and (c) approved by TFC, in TFC's Is, s li, for finand% pwaot b a prog in aAlKmind by the applicable Vendor (a'Financing Program'). TiC has established a as& kmil for Customer, which aedi limit may be ad)usted by TFC from time to time. Such credit fink DOES NOT conAft a commilled Iine d aadf. Each clam of financed Inventory will be desakhed on a StatemaM of Financial Tmnsacdan pepared by TFC and dlalkwed b Customer (a'SOFi'). All wed ferns not defined in th Flown Plan 90 have the meanings given to them in the ap*We SOFT. Each SOFT wG axtafn a annoy of the terms d the appfirabb Ron g Ronan. MLESS aISTOMER OBJECTS TO THE TERMS OF A FINANCING PROGRAM, IN WRITING, M710 TEN (10) DAYS FOUDWING THE DATE OF THE APPLICABLE SOFT, CUSTO" SlWL BE BOLM BY SUCH TERMS. PRINCIPAL AND INTEREST PAYMENTS: PRINCIPAL CURTAILMENTS AND SCHEDU.® PRINCIPAL PAYMENTS: I applicable, Pm*d Curfainents adlor Sdmk* d Prindpal Payments shall be payable n wmmia w wffh the K heMe set t fth n the applcable SOFT. Unless otherwise spedied in the applcable SOFT, such pwm* shall begin in the month following the hicioe Dale. tlr I otherwise spindled In the applicable SOFT, the principal amount financed by TFC for Customer misting b shiR*g (.ages apuacified on tae invoice for an tern d inventory, ti arty, shat be payable within thfdy (30) days k1mAV the invoice Date. INTEREST PAYMENTS: Fxc* for karm5 of Inventory mqukkV Fixed Pikhdpal and nwred Payments, fiom and after the interest Stet, Interest shall accrue on the outstaft ptrdpsl amohant rmarroed for each item of inventory at the applicable Basic Race. Irhtetest shag accrue an any past due Principal CurwhTw t or Scheduled lrrh*d Payment at the Maturity Rafe. Merest shall aoaue an the past due pri>cipal t>1laace d any kem d Invembry said or otherwise disposed of by Customer, and on The agpego p**d balance owed b TFC by Customer from and after the date that Customer is mated a notice d ddartt by TFC, at the Default Ran. AI nNarsst rates iuiertlfied Ina SOFT (other than percentage Flat Charges, l applicable) will be annual races and, f any rates am deeaibed Ina SOFT with ralso ncre b Pdme, such irtereat rates wit be vafabb and wl be actuated mordhly. For any morthh, Prime shallbe the grealer of: (a) the highest pima rate d ntBrESf amh0uheed dift such month by Chase Matfatarh Sank or such oter mmey omom bath as TFC shd Sebd from tithe b lime, or (b) Ukrhimum Prime. Union oftabe specified in the applcable SOFT, interest shall be payable monthly, in arrears, and shall be due and payable by the gleenth (15th) day of the moth fobwing the monkh in which such irbrest accrues. If applicable, a periods Fiat Charge for each Nam of tnvetay shall be due n to amount apedfied into applicable SOFT. Pace Cage Fiat Chagas shall be calculated based upon the mlSlan ft I I c4 al balance for an kern of Inventory as of the dab(s) spedied in the appkcabb SOFT or, If no dab(s) am specified, as of the kmrolce Date and periodic* thereadter, as speckled In such SOFT. If no date(s) are spedied in the appiri6le SOFT, PeOedage or Doke Rat Chaps shall be payable by the lifteehlh (151h) day of the month t hm" the Invoice Date ad periodically trereaft as spetfied in such SOFT. If date(s) are specified in the gVicable SOFT, Dollar Flat Chagas shall be payable by such date(s) and each Percentage Rat Chap shall be payable by the 11e 1 h (151h) day d the month following the applicable date. FtXID PRINCPAL AND NTERE5T PAYMENTS: If applicable, Food Prindpat and Interest Payments shall be due and payable in aooodance with the schedule set bdh n the applicable SOFT. UrAn otherwise specu?ed in the applcabie SOFT, such payments strait begin In the moth fOkowng the invoice Date. RETURNED Or" AND LATE PAYMENT FEES: For each dad received by TFC in p*mfd of Customer's obiloons aft In TFC, which check b fumed by TFC's balk by fie payer bank, Customer shdk be charged a fee equal to ten percent (10%) of the amount of such dock, aMed b a Gail of $250M per dock. For any Fbmd Principal and Interest Payment, or any payment of Interest or Flat Charges, not received by TFC by the due dab for such payment, Customer shale be dharped a one-tine Isle payment fee in an arm0 d equal Iota percent (5%) d such past due paymsnA. The icfegoing tees are imposed b conrpensafe TFC for adhriftdve o penes inG and by TFC In comectiom with bans which are not paid on Me Oda are paid with other than good ikatdS Such fees do no consdul a doll for the use of money. Application of payments made an your accent may =r up b two bumess days after deposit rib TFCs axoumt to albs fordearmce d funds. IN=Z= AUDITS: in MW 10 assess s oonnpiance with the poviskm of Its Finance Plan and the Security Agreement. TFC shall be eidle d b edit the Inventory of Customer as freglrerhky as TFC aorhsidas k pr dent b do so (n each case, an'Audr. Customer shall cooperate fulty with Tf:Cin esmectierh with each Audit all, If WpG:able, shaft remit to 7FC ft Auk Fee for each Audit =Wucted. Du" arty period in which Cuslonher Is in defy It under The Secu ty AWeen eK Customer shall be charged the Wealerr of to tllllowkv amounts for each Audit =Wuded duig such i wiod: (a) TFC's actual W4-pocket expense fa such AuA (b) the a stns e( ',pMo. agrees to be bond by the fauns and conditions hared. THIS FINANCE PLAN SMI BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF RHODE ISLAM, WITHOUT REFERENCE TO APPLICABLE CO NRJCT OF THE LAW PRiNCIPLFS. 'ITC: TEXTRON FDIANCLAL CORPORATION BY-,-IA? lro 0 0 Y 9k Neese: ALL Sdhaedlar Tide: Amouet Srrvioe r"wdimtm CUSTOMER: ALL PRO WETr7RUCX AND'7 LER ACCESSORIES, INC. 0 By. .. Na= SEI MY L AGNBR Title: PRESIDENT Address: P. O. Book 4354 NnneWoffs, MN 55440 Date. 01106/2005 Addr»: 6250 CARLISLE PIKE MECMMCSBURG PA 17050... 5sot11Ew (FPM - Fumy Plam p2weed tOIMAM) Amount 0202228 - t EXHIBIT it C" TEXTRON f- Iy 1 tii_,i.A1_. GUARANTY This Guaranty is mmotrterl as af.mMK by to made igrted guava gs) (irndtividtraiy and cob**, -Guarantor) in favor of Textron f=rnwcw Corpormm mm and am* a fm m aiiMbles {i *lu* and ??e?vay,.;? • For purposes d ibis Guaraidy, any paty whRdt cmbtb TFC, is ca h pled by TFC, or is andpr cotton co" whit TFC im ba deeina6 an am* cf TFC. RECITALS A. Tatra may, from tone b little, 9rtter inb agreements with ALL PRO WBT TRUCK AND TRAILER ACCESSORIES, INC. ('Oblp7, B. Textron is ur wft g b ender Irdo agreements with Obigor, unless Guaador unwrdomially gumwtm b Textron the payment andror perbnnanm of all obigatims d Obligor at arty time owing b Texiron. AGREEMENT Will latowledrle drat Texbon idl order Ir b agreements vM Obigor in relarim upon be mdderrae d this Guaranty. GuwmW agrees wish Texlrm as fdbm 1. GUARANTY. Gum urawtdl amalb and . 2; 11 0 1 fo Terdron (except as Itareinetfer +earpressfy ; , Ided as b mo=b* A WNW off-iot or "d w be t payma<t a m& pelforrnance of ad kideWsimA dbtigaiolns and ftWes d Obigor at my tme owing b Tubbs, rr oft dad or ( Wkm:A, matrxod or wrnaWred, ptiraary at seoadda y do* or oontir"K.araaluired or aeaiad by Teztrria.(indlvidtr*. a UmnmbW Obigatod and, cAodkety, ft •Guaranteed Oblgatoiw') This Guai * is a pmr" d. payavd ad tat a gLwartq d cd oath t?tiarantor guarardeea b Tw&w 9ta p mcw and lam paikxliimaoe by OhNgorof aarfi and every Guaraiteed t>bf Son t Obigar defauhe b the payment ar perfottitarica of arty Guaranteed Obigalm If IM a tats any event.a Donrttion whidn, wutr noire artdbr the passage Of time, ,woutrt crn a defatet urtifer any GearBcdeed QbiQaion, or g ttlere is a lgnldidort, banlrrliplgr, icr its bertel$ d oodles pr sirilar prooeeclrng allbg to staters, exis#ertoQ an* or of O*w. Gwarior shd pay.& cly to Ta*m to sums myth Obigrrr Is obipalad le pay b Textron, whdw by aooeierei m orof eribii, and ptornpty pwkoart al aft Guafardead Obl9dara. ti Ta*m to reynnireli to retrwrt arty payment ma b' b Textron by or on boWdE ObOW. wheteer as a resat d Obigoft brintM, reorgarh* - a dhm%iag, G,uma Out Skis Guaranty coves all such amounts 2. CONTIllaw NATURE OF GUARANTY. T* Cwa is a w *mV guarantee and shall apply What raged b the farm or the amouM d the Guaranteed Ot.14dar s. in estdelerrc 1 at any fkm Guarankr nia p oVoclvaty revoke Oils Gummy by sendng rnttert noise, by certified mall, reltxn mow mweMad, to Tbdrort at ft address fce Terdrar sped4ed bebw Me %Noc don NIiwe The mocalm dais Otarmly shat not be d bd" wMt respell b any Qwmwed Obliow afisN cat crpf r b the dabs oaace fdtw (15) days afbi'Texbon`s reo* afft Rwx aeon NaBoe (WRewcolion Date') or arising at any ttrrre after the Rovocelm D.* f arisitng as ft mA d a ootm*mnl made by Textron tc Obigor on or prior b tro Revocaian Dale. 3. ABSOLUTE NATURE OF GUARANTY - The ohigaions of Qj anlor under ttfs Gun" are absduie and latoortd homed. Guarantor natal not be released from such d ftdons for arty reason, rtor steal such obigadmm be reduced, dimir shW ar dfKChm* for any reason, k=%& g: (a) MODIFICATIONS AND MiGO S = *1 MoM0* renewal or a11, 6, n of any agremnent doo fwd or irtstr xm t relating b any Guaranteed Dbkwm, gr my irtt gatoe, pdtt9br?nt, peteratoe, e?dx>sion or comprarise anode by Tearer in favor of Obigor or Guaa>bor {bj COtDITION OF O9l1GOR OR GtiARANTOR• Any (naoi+rei+gr, hattlaupiry, arrarlgartlxt, ad)ua6merd, caaVael6ort, ligttdatort; &Aft. disieoirrion of s$Nar P!?? t8 9 Eta or Guattlnbe airy sae. tease or altar disposlion d any of the awls of Obigar, a Guars *r, anjl reorgatltraian all, orchange in canlioailcr? d tae atianahoiders. parirler; a rnenlbens d a Guarador; or any teminatart d, or ottrec chertge in. tte ralad4nstip between Obi4ar and Guarartm. (c) WVXJD" OF GUARANTM Oit.IGATtONS - The lrnraiddy, ileg* or waftwdft d any Guaranteed ObG 0m for any reason whatsoever, hrdadwg, lM not kdW im the ex1e l l im a of vAd defenses, wudmvWmar orb wary Guarw*W 01 %, i r the vbk dm d appa*b um bws by arty C?uaarleed Obttgaion; or #? ineu?enbdEy df any doclanert or hslnrrteM rotating b tte Guaanbed ObUgations. (d) RH EASE OF OBLIGOR - Any mmplele or partial nuease d Obligor or any otter party bom any Gua dwd Obigaft. . (e) mxASE co cpuxERAt cAw.OF CMUT6tAi:;. STATUS OF LENS -Airy ralleap, suaeridr?, exraatgb, detwioralai r aft dons or kr p *rrm t d alga coiaierat searipg payment of any'GuaF (ltd OblgdM fM TDiabrat'}; Will er n119% 1 for wft to Mm ctTe>stral or any Otter party to MOC69 ream.nabte sae In ffw pnesetya5^ grater 11F sale ar ether vm, oers;of wry d ere t the fainae d Textron a ar pnnpedy perfect any seaaly, m6arest ictbnded to tie gfiai bl' Obigor in aaxrec6on wdi arrg l;7rarar?ed, 06figaiDrt (a'Seaaby fibs blity d any Sealaty Iriferesk >he srbor+dma6ctr d.any Seaaky lrlerea b any otter Men or ancwnlxaioe; a the taldng a aaxpirrg by;Texfrean af.any. oftter Bsaaaity tor, or assurance d payment d am Guaranteed Obiaa6on M OTNSR ACTION OR INACTION - Any other acdm or inacim an tie part of Textron, whdtter or net suds action or harlot prejudices Guarador or inaeasas the iceBhood tnal Gw ranbr will be regtlred b pay or pwbm arty Guarwlee l Obigaom p smmt b the tonne ttereef. t b the cbfipafod:Of Textron arid sea he GuararMW Obilgs6" wtlefl? d m xw baarrnaoM dmurndonm oust, action or aril Wm tred heiain Dma*ds act end bb ttis Guelaq h reianoe cn the vabre or ttre ava W ft dory d lie sailor may be regcire d 1o itaythe Gix;tranteed Obdpatarts. in i to a anoa.ar sappat of ally *Ef pia ly. 7 on ttte basin fiat am parlSr dthertttri obigor.w)N be tiabfe b perform eRy taltarardeed ton or that i.>? Gua<artaed ?, t tls Gt>ecardy k sgned by more ttan One party, the d?atons ataucit parts: are joint b rrii+, arty d ara;ir goatee wltqut`aHatiing the d am afar pry fQ ? Gaerard)r, 7o Ole elrberlt tyrt @n: ?? Tercpart'shel 31rit t?s obigated b reie899 y Interest in SUdt prslperty urn appiCabfe phelneerrce *ID* VTesctran by cr all beltelf cf Ob?gm lffM (Gen.) Gam, (Vwsbn 200) 10(2 Aamnt 0202WZB-l 4. WAIVERS - Guarantor waives: (a) ACTION AGAINST OTHERS - Any right to Tenpdre TaKirm irx WAft N* a exhaust remedes a any alien party fradte for arw Guaran*ed Obtgalon; a tgrae TmdrWs rtgfrts in any d the C dera! or oO'?r.secaq M ft is at any *m Oven b secure any Mmmm d 0611gaan srdorce Tau>ronfs rights against I any otter praft d+ 5 join t]bigor d any der party cable fix a!! Grtararrieed O!>igaOort is any action softj entace this Guaar>n, or exhaust any d w r 1, P dies available to T6*m br resat to any dher means d a6tairng payinent cr parbioartoe d any GuarabW (b) NOTICES Nolen} d ttse srrm t of Credit exterxW by Textron m.OblW at ao y Mme, vv wMK p*roy orse=xbr, nodes of the modlf cake otetrtensipn of any Grerrai teW Obiig ft; notice d a d*d or aarer ra performance by ObAgor in carredim with any Guaranbec! Cron; nDSm of the #im ter or gby ythis and agaiffit ar airy o6>er party; and any otiref actiar or inacGart art the pad d Taxkan In cotKtecrt tt!?t tits Ctt2tatdp ff any (C) SUBROGATION - Any right which Guarantor may at any tine have against ObW. or any otter party liable for any Guaranteed Obigaft, as the mmk of the pmbmmm by Guarantor d Its obig*m order ties Guaranty, including, but not united to, cattaduat, statutory and common law rights d rAmgdm, reb brssernerd and intlensatication. 5. REPRESENTATIONS AND WARRANTIES - Guarantor represents and warrants to Textron Oral (a) BENEFIT - Guarantor has mm ved, orwit receive, *3d orkdrad bm* bum the aeafin d Ore Guaranteed Obiga6mm (b) NO REPRESENTATION BY TEXTRON - NO m Textron nor any o6er party has made any representalim warranty or statement to Guarantor in order tD ind m Guarantor to await this Guaranty. (C) FINANCIAL CONDITION - As d the date hereof, and after gMm gifted 10 fts Guaranty and the oor Obigatm cordarued herein, Goa mfor hs°sdvert and has assets which, when fairly valued, exceed its liabilities. & GOVERNING LAW, MISCELLANEtXlS - THIS GUARANTY SHAM BE GOB BY, AND WNTRUED IN ACCOMANCE WMTH, THE LAWS OF THE STATE OF RHODE ISLAND, WTI` JT REFI Ri NCE M APAJCABLE CONFLICT OF LAW PF*lGil'LM GUARAWTOR CONSENTS TO THE J .IRISDICTKiN AND VENUE c F RHom m AND COURTS iN comeCTff)N WiTH TEXTRO n B TENT OF ANY OF GJARANT'OTT'S 091JGu1Tms tiNDER THS GUARANTY. This Guaranty shat rrat ire deanrred to ream any right In any party except as provided haaYr and shall trees t0 the ben* at and be bkrdfng upon, Cue mesas and asst m d guarantor and. Texbm THIS GUARANTY CONSTTTUTM THE ENTiRE,AGRE£kENT OF GUARANTOR AND TE)(TRDN RRAT*E TO THE SUBJECT MATTER K3;ey. NO MODFICATTONS OF, OR MMMOU TO, THIS GUARANTY SHALL BW TS MW UNLESS THE SAME M IN WRITING AND IS SIGNED BY AN AUTHOR03) OFFICER OF TEXTRON. Upon the n *mst of Ta*M Moanta shalt deliver to Text= cartittod pessmd endior business finandat stafernergs) and such 011e tonclaf irrtgnrrAon are Textron rlydy reaeonebiy regrrpst Guatanfor agrees that Tmdron may, rrhirouf the oairder d ot; orra6oe t0. Guarantor, assign d ar arty porkn of bs riytds herewow b any oft pally b MttMany Guaranteed is iansferred. aSsomf or tuegoHabd Guarantor dial be cable ford W meys' fees and dw cost and spenses incwiad by Twarm in camacioif wilb Tedraa's erdamnrerd d Gds Guaranty. The unclerslgnsd, pwmmd to dos corporab or partrreraW autho ft as approprfsts, has or hm canned lima GustmA r t o be me udd as d fta date sd forth above. M ??'DUAL GU Sl=RY L.. A. Home Address: 4400 KR E DRIVE ENOL& PA 17025 Address for Notices to Textron: Tcdr oar Financial Corps; ation P. O. Box 9354 Minneapolis, MN 55440 CORPORATE OR PARTNERSHIP GUARANTOR BY Tax ID# IU77P (Oat.) Gw a ft. Nation 2.0M 2 flu 9 Aomwt P o r - on EXHIBIT it D" F a C$C Web-Based Due Diligence Services 6500 Harbour Heights Pkwy Suite 400 Mukilteo, WA 98275-4889 Ph: (800) 858-5294 Fx: (800) 345-6059 UCC Summary Report Order Number., 35722679 Search Date: 7/16/2008 Account Number. 307820 Ref. D68574 Subject: ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. Search Criteria: ALL PRO WEST TRUCK AND Total Records Found: 7 Results for Pennsylvania UCC Search By Company Name - Current as of. 7/11/2008 Active GroupID Filing Number Category FIIWQ Date Exp Date Debtor Name Secured Party 0001.001 2005011901702 UCC1 11192005 1H 9!2010 ALL PRO WEST TRUCK AND TRAILER SNAP-0N CREDIT LLC ACCESSORIES, INC. 1125 TRI-STATE PARKWAY 6250 CARLISLE PIKE GURNEE. IL 60031 MECHANICSBURG. PA 17050 0002.001 2005012605224 UCC1 11112005 1212010 ALL PRO WEST TRUCK AND TRAILER TEXTRON FINANCIAL CORPORATION ACCESSORIES, INC. PO BOX 9354 6250 CARLISLE PIKE MINNEAPOLIS, MN 55440 MECHANICSBURG, PA 17050 0003.001 2005022203856 UCC1 2222005 2222010 ALL PRO WEST TRUCK AND TRAILER PNC BANK NATIONAL ASSOCIATION ACCESSORIES, INC. 8800 TINICUM BOULEVARD 6250 CARLISLE PIKE PHILADELPHIA, PA 19153 MECHANICSBURG, PA 17050 0003.002 2007112005025 TRM 11202007 2222010 0004.001 2005063000095 UCC1 6272005 6/272010 ALL PRO WEST TRUCK AND TRAILER GE COMMERCIAL DISTRIBUTION ACCESSORIES, INC. FINANCE CORPORATION 6250 CARLISEL PIKE P.O. BOX 957408 MECHANICSBURG, PA 17050 HOFFMAN ESTATES, IL 60195-7408 0005.001 2005092805868 UCC1 9272005 9272010 ALL PRO WEST TRUCK AND TRAILER THE FIRST NATIONAL BANK OF ACCESSORIES, INC. NEWPORT 6250 CARLISLE PIKE CENTER SQUARE OFFICE, PO BOX 8 MECHANICSBURG, PA 17050 NEWPORT, PA 17074 0006.001 2007032101402 UCC1 3212007 3212012 ALL PRO WEST TRUCK AND TRAILER COURT SQUARE LEASING ACCESSORIES, INC CORPORATION 6799 CARLISLE PIKE 14 GREAT VALLEY PKWY SUITE 100 MECHANICSBURG, PA 17050 MALVERN, PA 19355 End of Report This dw is fa odomwimd parposes onh , Ceni6otwn caa 04% be clomed tlua* the appoprim state, want, local, cam orjta"cb002l nffiCG Meue renew' noud eapia a Vents infest ft0a, We tdn g" tae in pm idirg }roo with tlrc snaal oteurue and ap to date public record idonnation nailabic Howem, rspondbetily for maintaining pubic records rats with the filing office of thejurisdic6m and we wig accept no kability for eras of aatiUl ns is NS Iepart Page 1 of 1 UCC FINANCING STATEMENT FOLLOW 04SFRUCMNS (leak and b10M CARE f AL NAIL & PHONE OF CONTACT AT FILER (oplk Ddi enz:Inc. 1-80Q-858-5294 9 SEW ACKNOV LEDGAE1ITTO: (Hams and 1 [11516425 Ditigenz Filed in: Pennsylvania (S.O.S.) 1. DEBTORS D(ACT FULL LEGAL NAME-LawrLoniyma Oobw m m (low ik3-ds Aat whsiiisl Is, TID"NAME ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. State of Pennsylvania MCI Ww Frying 1 Page(s) Ion TOSM41I M SPACE IS tt MaptYlDtMt S1AST W WE NA1 MOXXI NAME MOM sr- MALNG AOORFSS 6250 CARLISLE PIKE t7TT MECHANICSBURG STATE' I PA PAL CCOE 17050 CL7UNTRY USA I&TAXIDY: SSNOREIN AWLINFIPM Ts.TYPEOFORMANILATION iLj 0FpRGAWFAT%W I W _ 00,41my I 7 I CoA• I PA 2. AI3DffU4AL DEBTORS EXACT FULL LEGAL NAME- Wort o*.gm dMw mango er2s). ds 24.ORGANITATIONSNAME OR NDWO LAWS LAST IIAME Ffw time 2e LUL NG ADDRESS. - CITY 20.TAU ID N: SSN OR Eel ACUL MIPO RE An TYPE OF ORGANQAT04 7t d 7DN0fZ ORGANIZATION . DEBTOR 3. SECURED PARTY'S NAME tar NWE dTOTAL ASSIGNEE d ASSIGNOR SM- Irmd "one" WORGAWATKbMNAME Textron Financial Corporation 4,TLw FINArICtNtt STATt3I?T mrrs ? tptiswllo aanrlir Htl quypr{eTtt at?d irlvenbty, wflna>wer lotxlad, to twtddt:Dehtor tluw Ix h hss ar ptasent atld attaC?1f110?4, aLx>e?ttes IL?3d 30=dons ilia elo; as ftknw d spars parl(t. rsfl =wnents. stAw ttuq m and a>odtatlgeBiNtitesar. d 1tado4m rob&V Itenlta; s1 katuurla>ts,. aCCCIRIt3 and dlaitel. pa w aLisfLg dlarefnxn (kkh+d?Ig. yeaass and oondiffoRSt Rgbs and the pRxxede of aq of ft *-g oho, jn D proceeds in the b m Of goods:, Rfk mots,. Cti2t pti(l , doc ulpants. buturrmirb wmib1 Berl" ktmgk*m. l ?3Lt>?Jk zv aaresills ram" .try °A 9u: iN'SYOUAL'S LAST "A#E IwnIE aOOOLf. NAME ss>FFOt 3a. MAt1.M AOORESS - PO Box 9.354 CRY Winneapo8s STATE MN AL COpE 55440 couww USA 68574 UCC 1ONLY 11516425 FXJNG OFFICE COPY-NATIONAL UCC FINANCING STATEMENT (FORM UCCI) (REV. 07!29198) EXHIBIT ffE" AMR®N i1 NNCA L Diversified Products Division 6110 Golden K& Drive Golden VaWy, MN 55416 (763) 847-1700 Tel (763) 847-1831 Fax www.textronfmancial.com/fioorplan All Pro West Truck and Trailer Accessories, Inc. Attn. Sherry Wagner, President 5799 Carlisle Pike Mechanicsburg, PA 17050 NOTICE OF DEMAND FOR PAYMENT AND INTENT TO ACCELERATE INDEBTEDNESS Dear Mr. Wagner. This letter is to advise you and the Guarantors listed below (if applicable) that All Pro West Truck and Trailer Accessories, Inc. ("Dealer") is in default to Textron Financial Corporation ("TFC") under the terms of the Wholesale Security Agreement dated January 6, 2005 and any other agreement(s) between Dealer and TFC ("Agreement(s)"). Specifically Dealer's defaults under the Agreement(s) include, but are not limited to, sold and unpaid inventory. As a result of the Default(s), TFC has suspended Dealer's credit facility with TFC. TFC hereby demands payment of $230,126.17 (the 'Demand Amount") within ten (3) days of the date of this letter ("Demand Due Date"). The Demand Amount consists of $230,126.17 of principal $0.00 of interest accrued through June 30, 2008 (the "Calculation Date") and $0.00 for other fees due under the Agreement(s). The Demand Amount will be increased by any interest accruing after the Calculation Date and all other amounts for which you are responsible under the Agreement, including legal fees. In addition, this letter is to advise you of TFC's intent to accelerate the entire unpaid balance owed by Dealer pursuant to the Agreement(s), making same immediately due and payable if TFC does not receive full payment in good funds for the Demand Amount by the Demand Due Date. Any delay or forbearance by TFC in the exercise of its rights as a result of the Default(s) will not operate as a waiver of those rights. TFC reserves its right to exercise any or all its rights and remedies under the Agreement(s) and under law. TFC expects Dealer's and Guarantors' cooperation in resolving this matter. Please contact the undersigned immediately to make arrangements for the payment of the Demand Amount. TEXTRON FINANCIAL CORPORATION By: Title:_ Account Manager Cc: Guarantors: Sherry Wagner 4400 Kile Dr Enola, PA 17025 Demand with Intent to Accelerate-GV Page 1 of 1 From Origin ID: BBBA (WO)32B-0724 Angela Anderson Textron Fffuncial Corp 6110 GOLDEN HILLS DRNE GOLDEN VALLEY, MIN 55416 SHFTO: WO-612.7003 Sherry Wagner 6799 CARLISLE PIKE Fed&Kv Stop Datc 15,).06 AciWgt 1 LB Sys W9737711NETB061 . Delivery Address Bar Code 11111111111111111111111111111IIIII BILL SENDER Ref # FPCRE Invoice # PO # Dept* FPCRE MECHANICSBURG, PA 170501712 7905 44961007 NU GTYA WED -16JUL A2 STANDARD OVERNIGHT 17050 PA-US MDT ?Il ?llll After printing this label: 1. Use the 'Print button on this page to print your label to your laser or inlget printer. 2. Fold the printed page along the horizontal fine. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Waming: Use only the printed original label for shipping, Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fedex.corn.Fed& will not be responsible for any claim In excess of 5700 per package, whether the result of loss, damage, delay. non-0elivery.misdelivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely cabin Limitations found In the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including Intrinsic valueof the package, loss of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental,consequential, or special Is limited lo the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented km.Maudmum for Items of extraordinary value Is $500, e.g. jewelry, precious metals, negotiable instruments and other items listed in our ServiceGuide. V*%en claims must be filed within strict time limits, see current FedEx Service Guide. O <N9:?lE?i7f?t??! iDomesf:c AlailOnly, No tnsuAlailOnly No tnsu -0 E . a Poslege S Cart fled Fee [7 C3 fttwn ftcalpt Fee O ffmWras wtftwireem fia» r-q r-q M Told Postage 8 Fees Ln -z- o O or PO Box N4 .^ ifframeltlnl 7/15/2008 EXHIBIT f F" TEXTRON H N.A NCI _ L Diversified Products Division September 12, 2008 All Pro West Truck and Trailer ' Accessories Attn: Sherry L. Wagner, President 6799 Carlisle Pike Mechanicsburg, PA 17050 NOTICE OF DEMAND FOR PAYMENT AND INTENT TO ACCELERATE INDEBTEDNESS Dear Mrs. Wagner. • 6110 Golden Ffi85 Drive Golden Valley. MN 55416 (763) 647-1700 Tel (763) 647-1691 Fax www.textronfinandal.comIllooroan This letter is to advise you that All Pro West Truck and Trailer Accessories("Dealer') and-the Guarantors listed below (if applicable) is in default to Textron Financial Corporation ("TFC') under the terms of the Credit and Security Agreement dated January 1, 2005 and any other agreement(s) between Dealer and TFC ("Agreement(s)"). Specifically, Dealer's defaults under the Agreement(s) include, but are not limited to, sold and unpaid inventory. As a result of the Default(s), TFC has suspended Dealer's credit facility with TFC. TFC hereby demands payment of $113,732.31 (the 'Demand Amounr) within five (5) days of the date of this letter ("Demand Due Date"). The Demand Amount consists of $104,890.47 of principal $8841.84 of interest accrued through August 31, 2008 (the "Calcination Date") and $0.00 for other fees due under the Agreement(s). The Demand Amount will be increased by any interest accruing after the Calculation Date and all other amounts for which you are responsible under the Agreement, including legal fees. In addition, this letter is to advise you of TFC's intent to accelerate the entire unpaid balance owed by Dealer pursuant to the Agreement(s), making same immediately due and payable if TFC does not receive full payment in good funds for the Demand Amount by the Demand Due Date. Any delay or forbearance by TFC in the exercise of its rights as a result of the Default(s) will not operate as a waiver of those rights. TFC reserves its right to exercise any or all its rights and remedies under the Agreement(s) and under law. TFC expects Dealer's and Guarantors' cooperation in resolving this matter. Please contact the undersigned immediately to make arrangements for the payment of the Demand Amount. TEXTRON FINANCIAL CORPORATION By:_ Chuck Schroeder/Crystal Thornton Tide:_ Account Manager Cc: Guarantors: Sherry L Wagner 4400 Kile Drive Enola, PA 17025 Demand with Intent to Accelerate-GV C3 ru , .? Restaga ?.: ,e- Mad Fee' a pwwwk O Fee 5?tum R ' B ,^!IarK Fequ ram (E.?d = s .td^tad De@y res C3 (Ex°orsemsnt C3 M Tcts' P -<ne 3 Feea A C3 .`?. Via;. ..?. .._.?_... ................... M1 GI"tt3&cviFia' EXHIBIT "G" TEXTRON FINANCIAL Textron Financial Corporation Subsidiary of Textron Inc. Floorplan Division October 1, 2008 All Pro West Truck and Trailer Accessories, Inc. Attn: Sherry L. Wagner, President 6799 Carlisle Pike Mechanicsburg, PA 17050 RE: CIN #68574 Dear Mrs. Wagner: SENT VIA FED EX NOTICE OF DEFAULT You are in default under the terms of the Wholesale Security Agreement between us dated January 6, 2005 (the "Agreement"). We have accelerated the maturity of all unmatured obligations owing from you to us and demand that you, and each guarantor identified below, (collectively, "Guarantor(s)"), pay to us the sum of $827,895.77 (Demand Amount"). The Demand Amount consists of $820,510.99 in principal and $7,384.78 in interest accrued through September 30, 2008 (the "Calculation Date"). The Demand Amount will be increased by the amount of the interest accruing after the Calculation Date and all other amounts for which you are responsible under the Agreement, which include our legal fees. We expect your cooperation and the cooperation of each Guarantor in resolving this matter. Please contact the undersigned immediately to make arrangements for the payment of the Demand Amount. Sincerely buck Schroeder Account Manager Cc: Guarantor(s) by Certified Mail, return receipt requested Sherry Wagner 4400 Kile Dr. Enola, PA 17015 ? ! f a ...D '"UM-01111 jr •. + S t r OFFIC? r o"?¦,. t r-1 0 Camw Fee, Retum Reoeipt,Fee ,F,WDaemsnt Required) O Restricted DaWary Fee ru (Eorsamem Requhadl cc r-1 Tc a! Postage & Fees P.O. Box 9354 Minneapolis MN 55440 (763) 1347-1700 U FmsdsWrrk !fete Ln M O aPOaco ?a. _ -,..--7-d ens sue: EXHIBIT it H" 1 T?._?_ T,.v+rnn in-Stock Collateral EXHIBIT ffI" OWNMMM- +oral IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION., Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendant. CIVIL DIVISION 'D (e (0 3 Civil Terw Civil Action No. 08- L-) EX PARTE MOTION FOR WRIT OF SEIZURE Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY A Professional Corporation 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 4478775 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. EX PARTE MOTION FOR WRIT OF SEIZURE Plaintiff, Textron Financial Corporation ("Textron") by and through its undersigned attorneys, pursuant to Pennsylvania Rule of Civil Procedure 1075.2, hereby moves this Honorable Court for issuance of a Writ of Seizure, and in support thereof avers as follows: 1. Pursuant to Local Rule 208.3(a)(2), Textron advises this Honorable Court that no judge has ruled upon any other issues in the above-captioned matter or any related matter as of the date of this Ex Parte Motion. 2. Textron is not aware whether or not either of the above-captioned Defendants are represented by counsel and as of the date of this Ex Parte Motion no counsel of record has entered his or her appearance on behalf of either of the Defendants. As such, Textron was not able to seek the concurrence of any opposing counsel in connection with this Ex Parte Motion pursuant to Local Rule 208.3(a)(9). 3. On November 7, 2008, Textron filed a Complaint against Defendants All Pro West Truck and Trailer Accessories, Inc. ("All Pro") and Sherry L. Wagner ("Wagner" and together with All Pro, the "Defendants") seeking the return of certain inventory including, but not limited to, car trailers, utility trailers, equipment trailers and associated accessories (collectively, the "Collateral") which, upon information and belief, are currently in the possession of All Pro. A true and correct copy of the Complaint is attached to the Plaintiffs Motion for an Order to Show Cause for the Issuance of a Writ of Seizure and Injunctive Relief as Exhibit 1 and is incorporated herein by reference. 4. As is set forth more fully in the Complaint, All Pro is in default under certain loan documents with Textron, and owes to Textron the sum of at least $637,274.38 as of November 3, 2008, plus interest thereafter in addition to attorneys' fees and costs all of which remain due and owing. 5. Textron has the exclusive right to possession of the Collateral for the reasons set forth in the Complaint. 6. Textron believes, and therefore avers, that the value of the Collateral and the Textron's interest therein will be adversely affected by the continued possession and use by All Pro. 7. Textron believes, and therefore avers, that to the extent Textron is not granted ex parte relief for issuance of a writ of seizure, Defendants will conceal, waste or otherwise dispose of the Collateral prior to Textron's repossession of the same. WHEREFORE, Plaintiff, Textron Financial Corporation, respectfully requests that this Honorable Court set a date for hearing, and, after service of notice and hearing, enter an Order directing the Prothonotary to issue a Writ of Seizure. Respectfully submitted, Dated: November 7 , 2008 BUCHANAN INGERSOLL & ROONEY, PC By: Terry A. ulsky, Esquire (P ID #82379) One Oxford Centre, 20th Floor Pittsburgh, PA 15219-6498 Phone: (412) 562-8800 Facsimile: (412) 562-1041 Counsel for Textron Financial Corporation r. ,, -z _? i._. .. _._ ? ? i ?-µ - `,_.? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION., Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, CIVIL DIVISION LOW0 S _ Civil Action No. 08- Civil I--M ) REPLEVIN BOND Defendant. ) Filed on behalf of Plaintiff, ) Textron Financial Corporation I I Counsel of Record For This Party: I i Terry A. Shulsky, Esquire i Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY A Professional Corporation 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 4478775 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. REPLEVIN BOND KNOW ALL MEN BY THESE PRESENTS, that Textron Financial Corporation and Hartford Fire Insurance Company are held and firmly bound unto the Commonwealth of Pennsylvania as obligee in the sum of Eight Hundred Forty Thousand Dollars ($840,000.00), lawful money of the United States of America, to which payment well and truly to be made, we do bind ourselves, our successors and assigns, jointly, severally and firmly by these presents as set forth in the Plaintiffs Bond in Replevin attached hereto as Exhibit A., WHEREAS, the Plaintiff in the above-named action has instituted an action of replevin at the above-captioned number and a Writ of Seizure was thereafter issued; AND, NOW, THE CONDITION OF THIS OBLIGATION IS SUCH, That if the Plaintiff fails to maintain its right to possession of the property, it shall pay to the party entitled thereto its interest in the value of the property and all legal costs, fees and damages sustained by reason of the issuance of said Writ of Seizure, then this obligation shall be void; otherwise it shall remain in full force and effect. 44WV?9775,2;PGH 1_GENERAL;SHULSKY1;0063 28 1 /00003 1 EXHIBIT A 02BSBFF8407 PLAINTIFF'S INJUNCTION BOND TO DEFENDANT - Temporary Restraining Order Know all men by these presents that weTextron Financial Corooration. subsidiaas Principal and Hartford Fire Insurance Comoanv a corporation organized under the laws of the State of connecticut , and duly authorized to transact business in the State ojPennsylvania as Surety, are held and firmly bound unto All Pro West Truck and Trailer A in the penal sum of Eight: Hun red Forty Thousand Dollars ($840,000 ) lawful money of the United States, to the payment of which well and truly to be made we hereby bind ourselves and our heirs, administrators, successors, and assigns, jointly and severally, firmly by these presents. WHEREAS, the above named plaintiff has duly applied to this court for a preliminary restraining order and a temporary writ of injunction against the defendant in this action, according to the statute in such cases provided. NOW, THEREFORE, the condition of this obligation is such that, if the said plaintiff shall pay the said defendant such damages as he sustains by reason of said preliminary restraining order or temporary injunction, if the Court finally decide that the said defendant is entitled thereto (or to either or any of them, if more than one defendant), then this obligation shall be void, otherwise to remain in full force and effect. In witness whereof, the Principal and Surety have hereunto set their hands and seals this 31st day of October , AZO 2008 Attest: Attest: Textron Financial torpor tion, Subsidiary of Textron Inc. By: 1_ PRINCIPAL Hartfor r Ins ?Pany BY: _ URETY Robert Donald Attomey-in-Fact Direct Inquiries/Claims to: POWER OF ATTORNEY THE HARTFORD BOND, T-4 P.O. BOX 2103, 690 ASYLUM AVENUE HARTFORD, CONNECTICUT 06115 call: 888-266-3488 or fax: 860-7575835) KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Code: 02 090578 0 Hartford Fire Insurance Company, a corporation duly organized under the laws of the State of Connecticut Hartford Casualty Insurance Company, a corporation duly organized under the laws of the State of Indiana Hartford Accident and Indemnity Company, a corporation duly organized under the laws of the State of Connecticut Hartford Underwriters Insurance Company, a corporation duly organized under the laws of the State of Connecticut Twin City Fire Insurance Company, a corporation duly organized under the laws of the State of Indiana Hartford Insurance Company of Illinois, a corporation duly organized under the laws of the State of Illinois Hartford Insurance Company of the Midwest, a corporation duly organized under the laws of the State of Indiana Hartford Insurance Company of the Southeast, a corporation duly organized under the laws of the State of Florida having their home office in Hartford, Connecticut (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint, up to the amount of UNLIMITED KAREN A. FOX-NURI, DEANA DECARLO-CAITO, LESLIE M. BEATTY, ROBERT DONALD, MARYBETH MAINELLI OF WARWICK, RHODE ISLAND their true and lawful Attomey(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies) only as delineated above by ®, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on January 22, 2004, the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. r Ka.rervti ^ z 14 ?! r ? 4 t °'i I ?y?A • %?? +' • ??'%%aanrs 'A +reru?' ?5. ? 9T 9 ,f ,, o 04, Paul A. Bergenholtz, Assistant Secretary M. Ross Fisher, Assistant Vice President STATE OF CONNECTICUT))) ss Hartford COUNTY OF HARTFORD On this 3" day of March, 2008, before me personally came M. Ross Fisher, to me known, who being by me duly sworn, did depose and say: that he resides in the County of Hartford, State of Connecticut; that he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that he signed his name thereto by like authority. Scott E.Paseka a Notary Public CERTIFICATE My Commission Expires October 31, 2012 I, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attomey executed by said Companies, which is still in full force effective as of October 31, 2008 Signed and sealed at the City of Hartford. 0 4c,fer , • i .j _ ?+ Ip ?'? ??? C) 14h1 • *?-o" > t Gary W. Stumper, Assistant Vice President POA 2008 Producer Compensation Notice TxE HARTFORD You can review and obtain information on The Hartford's producer compensation practices at www.thehartford.com or at 1-800-592-5717. HR 00 H093 00 0207 © 2007, The Hartford Page 1 of 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA tala& 3 TEXTRON FINANCIAL CORPORATION, Civil Action No. 08- (__) Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. ORDER FOR WRIT OF SEIZURE i v i i Ter P% AND NOW, this -f Y -day of V*ycc t? , 2008, upon consideration of the Plaintiffs Motion for Writ of Seizure, it is hereby ORDERED AND DECREED that the Motion is hereby granted and, conditioned upon the posting of a bond as set forth herein, the Prothonotary is directed to issue a Writ of Seizure, directing the Sheriff of Cumberland County to seize the car trailers, utility trailers, equipment trailers and associated accessories identified on Exhibit A hereto (collectively, the "Collateral") in the possession of Defendants located at 6250 Carlisle Pike, Mechanicsburg, PA 17050; and it is further ORDERED and DECREED that Plaintiff shall post a bond in accordance with Pa.R.C.P. 1075.3(b) in the amount of $840,000; and it is further ORDERED and DECREED that the Sheriff, if and when he/she obtains possession of the Collateral, shall hold the Collateral in accordance with Pa.R.C.P. 1077; and it is further 4478775 ,ITT Ll .ti ORDERED that Plaintiff shall notify the Motions Court upon seizure, and that the Motions Clerk shall set the hearing within 72 hours of the seizure as required per Pa. R.C.P. 1075.2(c). BY THE COURT: 15? J. 4478775 _?TT??u1T A ?nIY? v IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION., Plaintiff, CIVIL DIVISION Civil Action No. 08- v. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendant. WRIT OF SEIZURE Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY A Professional Corporation 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 4478775 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. WRIT OF SEIZURE To the Sheriff of Cumberland County: You are directed to seize the property (car trailers, utility trailers, equipment trailers and associated accessories) listed on Schedule 1 attached to this Writ. If the property is found in the possession of a person not already a defendant, you are directed to add the person as a defendant, and notify the person that he or she has been added as a defendant and is required to defend the action. Date of Writ: '2008 (SEAL) PROTHONOTARY By: (Deputy) 4478775 SCjjtj)A3LIE 1 Textron In-Stock Collateral n r. 1nvetc8' 3t0 Model?6lumber s?rall Mber-e' St zr- aunt Cam Superfine Inc. T29223 12121/2007 6CAM18ST7 SJPBU29238P020748 In-Stock 5DD.00 Cam Su ine Inc. T29222 1212112007 6CAM818DO SJPBU32258P020296 In-Stock $6,065.00 Cam Su rline Inc. T29580 1/2412008 4EC16 SJPBU22248POI9439 In-Stock $2,890.00 Cam Su park" Inc. T29560 1/24/2008 3CAM18CH 5JPBU23278P016467 In-Stock $3 055.OD Cam Su ine Inc. T29942 2121/2008 6CAM616LPHD SJPBU2021SP019725 In Stock $6,670.00 Cam Superghe Inc. T29455 3/4/2008 3CAM18CH SJPBU2325BP020811 In-Stock $3,045.00 Cam Su mine Inc. T30158 317/2008 5CAM16FTT SJPBU23258P0215DS In-Stock $4 205.00 Cam Su rime Inc. T30617 3/2612008 3EC14 SJPBU182XBP021911 in-Stock $2,751.00 Cam Supedine Inc. T30457 3126/2008 6CAM16F7T SJPBU23258P021912 In-Stock $4 425.00 Cam Superline Inc. T30676 3/2712008 5CAM818DO SJPBU2525SP019171 in-Stock $5,065.00 Cam Su tyre Inc. 730678 3128/2008 SCAMBISLDDO SJPBU2325SP017827 In-Stock $3 699.DD Cam Superfine Inc. T30649 3128/2008 5CAM16FTT 5JPU23288P022018 In-Stock $4,205.00 Cam Superfine Inc. T30972 418/2008 7CAM818D0 SJPBU38258P021830 In-Stock $8,094.00 Cam Su rline Inc. T31002 4/11/2DO6 6CAM712DODT SJPBU16258P020555 In-Stock $5,250.00 Cam Superfine Inc. T32229 5/29/2008 3CAM612TT SJPBUIB178P021651 In-Stock $2450.00 Cam Su ne Inc. T32401 6/6/2008 5CAM16FTT 5JPBU2527SP022086 In-Stock $4.555.00 Cam Su ns Inc. T32881 6124/2008 5CAM16C SJPBU21268P020321 In-Stock $3.485.00 Cam Sumdine Inc. T32882 6124/2008 5CAM16C SJPBU2329SP022402 In-Stock $3.7D6.50 Cam Su rline Inc. T32883 6/24/2008 6CAM16C SJPBU23288P021242 In-Stock $4.170.60 Cam Suverfine Inc. T33070 7/25/2008 3CAM612TT 5JPBU16119P022120 In-Stock $2.572.50 Cam Su rrme Inc. T33154 7/25/2008 6CAM820DOTT SJPBU25229P022398 In-Stock $5 244.75 Cam Superfine Ina. T33774 8/11/2008 5CAM610DODT SJPBU142X9P022662 In-Stock $4,774.35 Cam Supedine Inc. T33478 9/2/2008 7CAM16M SJPBU23219P02290D In-Stock $6 399.75 Car Mate Trailers Inc. AR89321 216/2008 6X12 5A3C612S78LOO1714 In-Stock $2.821.70 Car Mate Trailers Inc. AR9D661 41112008 CM612CC SA3C612S48L003257 In-Stock $3,006.50 Car Mate Trailers Inc. AR90969 4111/2008 CM82SEGL SA3C620781_003331 In-Stock $7,756.70 Car Mate Tralers Inc. AR90973 4/14/2008 CM818C 5A3C81 BD58L003089 In-Stock $4,788.00 Car Mate Tracers Inc. AR91077 4/16/2008 CM714CC SA3C714D78LD0767 In-Stock S3.706.50 Car Mate Tracers Inc. AR92255 5/27/2008 CM612CC WC612S28LOD4133 In-Stock $3,005.50 Car Mate Tracers Inc. AR94117 811812008 CM820CCT WC82oD99L000313 IWStock $7,030.80 Car Mate Tracers Inc. AR94450 91312008 CM92BEGL 5A3CB28DBBL004435 In-Stock $7,246.40 Car Mate Tracers,Inc. AR94443 913/2008 6X12 SA31.16121349L000527 In-Stock 2189.60 Carry-On Trailer Inc. 20740162 8/912007 6X20GWWF 4YMUL20277V152518 In-Stock 1758.00 Carrv-On Trailer Inc. 20806647 2120/2008 7X16CARGO 4YMCL16288V171576 In-Stock $3,570.00 Carry-On Tracer Inc. 20807375 212212008 6X12 4YMCL1210BV170127 In-Stock 796.00 Carry-On Trailer, Inc. 20808984 316/2008 6X12 4YMCL1213BV175189 In-Stock $2000.00 Caffy-On Tracer Inc. 20809609 3/1012008 6X12CARGO 4YMCL1 2138V1 75533 In-Stock 2000.00 Carry-On Tracer Inc. 20812818 3/2912008 6X12CARGO 4YMCL12108V175652 In-Stock $2256.00 Carry-On Tracer Inc. 20812817 3/29/2008 7X18CARGO 4YMCL18288V175267 In-Stock $4.000.00 Ca -0n Tracer Inc. 20818855 4/30/2008 7X14TANDEM 4YMCL14288V177168 in-Stock $3.420.00 Carry-On Tracy Inc. 20821909 5/8/2006 7X14TANDEM 4YMCU4278V175637 In-Stock $3 420.00 Carry-On TrailerInc. 20828311 5114/2008 7X14TANDEM 4YMCL14288V175632 In-Stock $3420.00 Carry-On Trailer Inc. 20826934 5122!2008 227X14CGR 4YMCL14298V191676 In-Stock $3170.00 Carry-On Tracer Inc. 20826934 5/2212008 227X14CGR 4YMCL14258VI91674 In-Stock $3170.00 Ca n Trailer Inc. 20828300 614/2008 6X14 4YMUL14248V191654 In-Stock $1459.00 Carry-On Trailer. Inc. 20829300 6/4/2008 6X14 4YMUL1420BV191649 In-Stock $1,459.00 Carry-On Trailer Inc. 20829300 6/4/2008 6X16 4YMUL16248V191652 In-Stock $1509.00 Carq,On Tracer Inc. 2D8293DD 61412008 6X16 4YMUL16208V191647 In-Stock $1,509.00 Carry-On Trailer Inc. 20841166 7128/2008 ACCESSORIES ACCESSORIES In-Stock $213.31 Carry-On Traler Inc. 20841166 7/28/2008 6X14GATEWWF 4YMUL1414BV205902 In-Stock $1136.00 Carry-On TrailerInc. 20841166 7/28/2008 6X14GATEWWF 4YMUL14118V205906 In-Stock 950.00 Carry-On Trailer Inc. 20841166 7/28/2008 6X14GATEWWF 4YMUL14128V205901 In-Stock $950.00 Ca nTraler Inc. 20841166 7128/20D8 6X14GATEWWF 4YMUL1429BV205905 In-Stock 1645.00 Carry-On Trailer, Inc. 20841166 7128/2008 6X1BGATEWWF 4YMUL1824SV205904 In-Stock $1822.00 Carry-On Trailer Inc. 20841166 7/26/2008 6X18GATEWWF 4YMUL1824BV205899 In-Stock $1 822.00 Carry-On Traler Inc. 20841167 7/28/2008 SX10GATEWWF 4YMUL10118V205894 In-Stock $657.00 Carry-On Trailer Inc. 20841167 7/28/2008 5X10SSWGATE 4YMUL1D158V2D5896 In-Stock $905.DD Carry-On Trailer. Inc. 20841167 7/28/2008 5X10SSWGATE 4YMUL10168V205691 In-Stock $905.00 Cany-On Trailer Inc. 20841167 7/2812008 SX10GATEWWF 4YMUL1017SV205897 In-Stock $857.00 Ca -On Trailer. Inc. 20847374 815/2008 6X12GATE 4YMUL12159VOD0948 In-Stock $1,040.00 Carry-On Trailer Inc. 20847374 8/5/2008 6X10GATE 4YMUL10169V000945 In-Stock 972.00 Carry-On Tracer Inc. 20847374 8/5/2008 6X14GATE 4YMUL14189VOD0942 In-Stock $950.00 Carry-On Trailer, Inc. 20847374 8/5/20118 6X14GATE 4YMUL14179V000947 In-Stock $1136.00 Carry-On Traler Inc. 20847374 8/5/2008 6X14GATE 4YMUL14159VD00946 In-Stock $1,136.00 Ca -0n Trailer Inc. 20847374 8/5/2008 6X14GATE 4YMUL14169V000941 In-Stock $1,136.00 Ca -On Trailer. Inc. 20844061 8/13/2008 5X8GATE 4YMUL08108V208302 In-Stock $785.00 Carry-On Trailer Inc. 20844061 8113/2008 5X8GATE 4YMUL0819BV208301 In-Stock $785.00 Carry-On Trailer, Inc. 20644061 8/1312008 5X10GATE 4YMUL10128V208299 In-Stock $857.00 Carry-On Tracer Inc. 20844061 8/1312008 5X10GATE 4YMUL10108V208298 In-Stock $657.00 Carry-On Traler Inc. 20844061 8113!2008 5X10GATE 4YMUL1019BV208297 In-Stock Ca n Tracer Inc. 20844061 8/1312008 5X10GATE 4YMUL10168V208290 In-Stock $ Ca -0n Trailer Inc. 20844061 8/13/2008 SXIOGATE 4YMUL10176V208296 In Stock Trailer Inc. 20644061 8/13/2008 5X8GATE 4YMUL0817BV208295 in-Stxk On Tracer Inc. 20844061 8/13/2008 4X8GATEWOOD 4YMUL0818BV208287 In•Stock $ Textron In-Stock Collateral Carry-On Traileer Inc. MOON 20845636 CC?ate. 8/22/2008 Modg1. tier ; 5XIOCARGO . ?Ser9?liNurber-- dF- 4YMCL1015BV207322 n-Stock i $1,679.00 Carry-on Trager Inc. Ca On Trager Inc. Carry-On Trager Inc. 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Carry-On Trailer, Inc. 20847376 20847703 20847708 812212006 9/312008 9/312DOB 6X12GATE 7X16CARGO 7X16CARGO 4YMUL12169VO01512 4YMCL16299V002667 4YMCL16279VD02666 In-Stock In-Stock In-Stock $1040.00 570.00 $3,670.00 Ca n Trager Inc. 20848003 9/3/2008 7X16CARGO 4YMCL16209V002671 In-Stock $3,320.00 Carry-On Trager Inc. 20848021 91412008 5XIDCARGO 4YMCL101X9V002662 In-Stock $1529.00 Ca n Trager Inc. 20848021 9/412008 5X10CARGO 4YMCL10189VO02661 In-Stock $1,529.00 Carry-On Trager Inc. 20848021 9/4/2008 5X8ENCLOSED 4YMCLO8189VO02660 In-Stock $1,465.00 Carry-On Trager Inc. 20848021 91412008 5XSENCLOSED 4YMCLO8119VO02659 In-Stock $1465.00 Carry-On Trager Inc. 20848021 914/2008 WENCLOSED 4YMCL081X9V002658 In-Stock $1 099.00 Ca n Trailer, Inc. 20848022 9/4/2008 6X12CARGO 4YMCL12199VD02665 In-Stock $2 700.00 Carry-On TrafferInc. 20849128 9110/2008 6XIDCARGO 4YMCL10189VO03230 In-Stock $1 BDOM Carry-On Trager Inc. 20649128 9/1012008 6X10CARGO 4YMCLI0119VO03229 In-Stock $1 800.00 Ca n Trager Inc. 20849128 9/1012008 6XIDCARGO 4YMCL101X9V003228 In-Stock $1 800.00 Carry-On Trager Irv-. 20849128 9/1012008 6X10CARGO 4UMCL10189VO03227 In-Stock $1 800.00 Carry-On Trager. Inc. Qwry-On Trier Inc. 20848872 20848672 9/10/2008 9/10/2008 6X12CARGO 6X12CARGO 4YMCL121X9V003226 4YMCLI2189VO03225 In-Stock In-Stock $2.191).00 $2190.00 Ca n Trager Inc. 20848872 9/1012008 6X12CARGO 4YMCLI2169VO03224 In-Stock 190.00 Ca On Trager Inc. 20849132 9/11/2008 5X10CARGO 4YMCL10109VO03223 In-Stock $1,489.00 Ca n Trager Inc. 20849132 9/1112006 5X10CARGO 4YMCLI0179VO03221 In-Stock $1,489.00 Carry-On Trager Inc. 20849132 9/11/2008 5X10CARG0 4YMCLI0159VO03220 In-Stock $1489.00 Diamond C Trailer Mfg. Co. 0017941IN 10124/2007 10STL20X77 46UFU202781115042 In-Stock 194.51 Diamond C Trailer Mfa. Co. 0018879IN 312812008 19SLL16X85 46UF182X81117351 In-Stock $1 466.71 Diamond C Trager Mfg. Co. 00190401N 4/2512006 2PSAL14X77 46UFU141481117732 In-Stock $1,459.37 Diamond C Trap Mfg. Co. 0019187IN 5/13/2008 6GTL16X63 46UFU162281118111 In-Stock $2,165.43 Diamond C Trager Mfg. Co. DD19608IN 6130!2008 2PSAL12X77 46UFU141281118846 In-Stock $1,278.20 Diamond C Trailer Mfg. Co. 00195081N 6/30/2008 2PSAL12X77 46UFUI41981118W in-Stock $1,278.20 Diamond C Trailer Mfg. Co. OD19608IN 6/3012008 40ECHFBTL18X 4BUFU182XB1118838 In-Stock $3,122.35 Diamond C Trager Mfo. Co. 00195DBIN 613012008 40ECHFBT18XB 46UFUI$2681118836 In-Stock $3,018.40 Diamond C Trailer Min. Co. 0019649IN 7/28/2008 44HDTL20XBI 46UFU202181119538 In-Stock 656.24 Diamond C Trager Mfg. Co. 00196491N 7/28/2008 16EDUL16XB2 46UFU1628681119536 Irv-Stock 3.232.D6 Diamond C Trager Mfg. Co. OD19649IN 7128/2008 40ECHFBTLIBX 46UFU182281119532 In-Stock $3.384.37 Diamond C Trager M. Co. 0019649IN 7128/2008 40ECHFBTLIBX 46UFU162881118B37 In-Stock 280.42 Diamond C Trailer Mfg. Co. 0019857IN 811912008 40ECHFBTLIBX 46UFU182681119873 In-Stock $3,491.41 Diamond C Trager Mfg. Co. Diamond C Trager Mfg. Co. Diamond C Trailer Mfo. Co. 00198571N 0019857IN 00198671N 8/19/2008 8119/2008 8119/2008 2PSAL12X77 2PSAL12X77 2PSALIZX77 46UFU121981119883 46UFU121581119881 46UFUI21381119880 Inaock In Stock In-Stock $1,452.94 $1,672.94 $1,672.94 Diamond C Trager Mfg. Co. 0019857IN 8/1912008 2PSAL14X77 46UFU141781119877 In-Stock $1.740.43 Diamond C Trailer Mfg. Co. 001911571N 8/1912008 40ECHFBTLI8X 46UFU182XBI119875 In-Stack $2,731.41 Diamond C Trager Mfg. Co. OD19857IN 8/1912008 40ECHFBTL18X 46UFUI82881119874 In-Stock $3,491.41 Diamond C Trager Mfg, Co. D019857IN 8119/2008 40ECHL18XB3 46UFU182681119534 In-Stock $2,638.26 Diamond C Trailer Mfg, Co. 0019657IN 8/1912008 40ECHL18X83 46UFUI82481119533 In-Stock $2,599.76 Diamond C Trailer Mfg. Co. 00199331N 8/30/2008 2PSAL8X60 46UFU081481120151 In-Stock 9%.25 Diamond C Trager Mfu, Co. 0019933IN 8130/2008 2PSAL8X60 46UFU081281120150 In-Stock $996.25 Diamond C Trager Mfg. Co. 0019933IN 8/30/2008 2PSAL12X77 46UFU121081120145 In-Stock $11,254.38 Diamond C Trailer Mfg. Co. 0019933IN 8/30/200B 2PSAL12X77 46UFU121981120144 In-Stock $1.254.38 Diamond C Trager Mfg. Co. 0019933IN 800/2008 2PSAL12X77 46UFU121781120143 In -Stack $1,254.38 Diamond CTraler Mfg. Co. 0019933IN 8/30/2008 47MDLIBX96 46UFU182381120141 In Stock $2863.57 Diamond C Tracer Mfg, Co. 0019933IN 8/3012008 6GTL16X83 46UFUI62881120140 IrvStock $2320.51 Diamond C Trailer Mfg. Co. 00199331N 8130/2006 6GTL1 BX83 46UFUI82581120139 In-Stock 403.57 Diamond CTraler Mfg. Co. 0019933IN 813012008 10STL16X83 46UFU162XS1120138 In-Stock $2416.51 Diamond C Traler Mfg. Co. 0019933IN 8/30/2008 2PSALBX60 46UFU081X81119103 In-Stock 981.60 Diamond C Trager Mfg. Co. 0019933IN 8/30/2008 2PSALM77 46UFUI21081119884 In -Stack $1.426.38 Diamond C Trailer Mfg. Co. 00199331N 8/3012008 2PSAL14X77 46UFU141081119879 In-Stock $1,709.44 Diamond C Trailer Mfg. Co. 0019933IN 8130/2008 40ECHLI8X83 46UFU162881119876 In-Stock $2,691.57 Master Tow Inc. 78653 4/1012D08 80THDSB 4DFTS10148N091738 In-Stock $1120.50 Master Taw Inc. 80268 811412008 80TJDEB 4DFTS10159NO93905 In-Stock $845.00 Master Tow. Inc. 80266 8/14/2008 80THD 4DFTS101198093934 M-Stock $787.50 Master Tow, inc. 80268 8114/2008 77T 4DFTS10179NO93873 In-Stock 715450 Srvopro, Inc. 31559 6/14/2007 UTILITY 5FGU4081771034741 in-Stock $935.00 Snopro, Inc. 36587 215/201)8 C6.5x12 5FGC6121081038359 In-Stock 529.60 Snopro, Inc. 36585 21512008 C6.502 5FGC6121X81038112 In-Stock $4,434.60 Snppro, Inc. 37240 3/17/2008 C65X12 5FGC6121681038365 In-Stock 133.80 S o Inc. 37516 4/412008 C8.5X18CH 5FGC8182281038891 Irv-Stock $8139.00 Snopro, Inc. 37714 4/2112008 C6.5x20CH 5FGC8202881038895 to-Stock $12,185.79 SnWo, Inc. 38298 613/2008 C8.5X18CH 5FGC8182281039300 In-Stock $8,295.00 S o Inc. 38989 7130/2008 C5X82000SER SFGC5081891039703 In Stock $3,453.25 Snopro, Inc. 38987 7130/2006 C5X102000SER 5FGC5101291039701 In-Stock $3,866.50 SnoDro. Inc. 39019 814/2008 USX10RW 5FGU5101891039772 In-Stock 1.561.80 Snopro, Inc. 39020 8/412008 A8X14 5FGA142591039595 In-Stock $2,522.25 Snopro, Inc. 39021 8/412008 A8X14 5FGA8142791039596 In-Stock $2522.25 Snopro, Inc. Snoprp, Inc. 39022 39023 8/412008 8/412008 A98X14R A98X14R 5FGA8142991039597 5FGA8142091039595 In-Stock In-Stock 375.00 $2,375.00 Sno o Inc. 39176 811312008 C8.5XI80CH 5FGC8182481039217 In-Stock $4,436.50 Sn0 o Inc. 39177 6/13/2008 A98X18RATV 5FGA8182291039631 In-Stock $2828.25 Sno o Inc. 39178 8/13/2008 A98X1BRATV 5FGAS182491039632 In-Stock 282625 In-Stock Total: $406,602.35 ,?"`? ?? ??? f , ? ?' ?? .o ?? ? ?'` ?? '?`" IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA rA1KUN P INANCIAL CORPORATION, Plaintiff V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, is No. 08-6663 Civil Action Jury Trial Demanded PRAECIPE FOR ENTRY OF APPEARANCE To the Prothonotary: Please enter the appearance of Paul W. Minnich, Sean E. Summers and Barley Snyder LLC as attorneys for All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner in the above matter. BARLEY SNYDER LLC By: Paul W. innich Court I.D. 74453 Sean E. Summers Court I.D. 92141 100 East Market Street P.O. Box 15012 York, PA 17405-7012 717.846.8888 Attorneys for Defendants 2454550.1 r'' CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing Praecipe for Entry of Appearance is being served by first class mail, postage prepaid at York, Pennsylvania, addressed as follows: Terry A. Shusky, Esquire Buchanan Ingersoll & Rooney, PC One Oxford Centre, 201" Floor Pittsburgh, PA 15219-6498 BARLEY SNYDER LLC By: Paul W. innich Court I.D. 74453 Sean E. Summers Court I.D. 92141 100 East Market Street P.O. Box 15012 York, PA 17405-7012 717.846.8888 Attorneys for Defendants Date: November 17, 2008 r> ? c-- ? r? .? -, c? w? ??: 7T ' - fT ? _ ; '?? ..?, . -'.i ? 3 . -'? ?? t-t C?? -°C' IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION., Plaintiff, CIVIL DIVISION Civil Action No. 08-6663 V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, AMENDED EX PARTE MOTION FOR WRIT OF SEIZURE Defendants. Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY A Professional Corporation 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 0 C ?,a a 9 co -c n, ?il J' N j 4479775 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. AMENDED EX PARTE MOTION FOR WRIT OF SEIZURE Plaintiff, Textron Financial Corporation ("Textron") by and through its undersigned attorneys, pursuant to Pennsylvania Rule of Civil Procedure 1075.2, hereby moves this Honorable Court for issuance of a Writ of Seizure, and in support thereof avers as follows: 1. On November 7, 2008, Textron filed a Complaint against Defendants All Pro West Truck and Trailer Accessories, Inc. ("All Pro") and Sherry L. Wagner ("Wagner" and together with All Pro, the "Defendants") seeking the return of certain inventory including, but not limited to, car trailers, utility trailers, equipment trailers and associated accessories (collectively, the "Collateral") which, upon information and belief, are currently in the possession of All Pro. A true and correct copy of the Complaint is attached to the Plaintiffs Motion for an Order to Show Cause for the Issuance of a Writ of Seizure and Injunctive Relief as Exhibit 1 and is incorporated herein by reference. 2. Contemporaneously with the filing of the Complaint, Textron filed a Ex Parte Motion for Writ of Seizure ("Ex Parte Motion"). 3. Pursuant to Local Rule 208.3(a)(2), Textron advises this Honorable Court that the Honorable Kevin A. Hess granted the Ex Parte Motion and signed the Proposed Order for Writ of Seizure ("Order for Writ of Seizure") affixed to the front of the Ex Parte Motion. 4. The Order for Writ of Seizure was to be sent to the Prothonotary for docketing and then delivered to the Sheriffs Office for levy. 5. Due to an administrative issue with respect to the Hartford Fire Insurance Company ("Hartford")', the surety which issued the replevin bond as required in the Order for Writ of Seizure, the Order for Writ of Seizure was not docketed and the Order for Writ of Seizure was not delivered to the Sheriff. 6. Irrespective of the above and since filing the Ex Parte Motion, Textron identified additional items of Collateral (collectively, the "Additional Collateral") which were not listed on Schedule 1 to the Order for Writ of Seizure. Accordingly, Textron files this Amended Ex Parte Motion for Writ of Seizure ("Amended Ex Parte Motion") 7. Contemporaneously with the filing of this Amended Ex Parte Motion, Textron also filed an Increase Rider to the Original Replevin Bond filed by Textron to increase the bond amount from $840,000 to $1,150,000.00 to account for the Additional Collateral Textron requests to be seized in this Amended Ex Parte Motion. 8. As is set forth more fully in the Complaint, All Pro is in default under certain loan documents with Textron, and owes to Textron the sum of at least $637,274.38 as of November 3, 2008, plus interest thereafter in addition to attorneys' fees and costs all of which remain due and owing. 1 Hartford was required to provide certain financial information to the Prothonotary to allow Hartford to become a registered surety with the Prothonotary and to permit Hartford to issue replevin bonds like the one Hartford issued on behalf of Textron in the instant action. 9. Textron has the exclusive right to possession of the Collateral and the Additional Collateral for the reasons set forth in the Complaint. 10. Textron believes, and therefore avers, that the value of the Collateral and the Additional Collateral and Textron's interest therein will be adversely affected by the continued possession and use by All Pro. 11. Textron believes, and therefore avers, that to the extent Textron is not granted ex parte relief for issuance of a writ of seizure, Defendants will conceal, waste or otherwise dispose of the Collateral and the Additional Collateral prior to Textron's repossession of the same. 12. Given the fact that this is an ex parte motion and Textron posted adequate bonds to protect the Defendants' interests, Textron did not seek the concurrence of opposing counsel in connection with this Amended Ex Parte Motion pursuant to Local Rule 208.3(a)(9). WHEREFORE, Plaintiff, Textron Financial Corporation, respectfully requests that this Honorable Court enter the Amended Proposed Order for Writ of Seizure affixed to the front of this Amended Ex Parte Motion or a similar order granting the relief requested. Respectfully submitted, Dated: November 20, 2008 BUCHAN INGERSOLL & ROONEY, PC By: Terry A. Sh sky, Esquire (PA 11),#96379) One Oxford Centre, 20th Floor Pittsburgh, PA 15219-6498 Phone: (412) 562-8800 Facsimile: (412) 562-1041 Counsel for Textron Financial Corporation IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, No. 08-6663 Civil Action Jury Trial Demanded NOTICE You are hereby notified to file a written response to the enclosed New Matter within twenty (20) days from service hereof or a judgment maybe entered against you. BARLEY SNYDER, By: / Sean I3. Summers Supreme Court No. 92141 100 East Market Street P. O. BOX 15012 York, PA 17405-7012 (717)846-8888 Date: December 5, 2008 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, No. 08-6663 Civil Action Jury Trial Demanded ANSWER AND NEW MATTER TO AMENDED EX-PARTE MOTION FOR WRIT OF SEIZURE Defendants, All Pro West Truck and Trailer Accessories, Inc., and Sherry L. Wagner, by and through their undersigned counsel, file the following Answer with New Matter to Plaintiff's Amended Motion for Ex Parte for Writ of Seizure: Admitted on information and belief that on November 7, 2008, Textron filed a Complaint against the above named Defendants seeking the return of certain inventory. The Complaint is a writing which speaks for itself. To date, proper service of process of the Complaint has not been effected. Importantly, the Complaint does not identify how Defendants are allegedly in default or in breach of contract. 2. Admitted on information and belief that with the filing of the Complaint, Plaintiff filed an Ex-Parte Motion for Writ of Seizure, inasmuch as a copy of the Motion has been subsequently provided to undersigned counsel. 3. After reasonable investigation, Defendants are unable to admit or deny this averment. However, the undersigned counsel was advised by the Office of Court Administration that the motion was forwarded to Judge Hess for consideration. 4. A check of the civil docket reveals that no Order for Writ of Seizure has been docketed. 5. A check of the civil docket has revealed that no order for writ of seizure has been delivered to the Sheriff for service. Defendants are without knowledge or information as to the administrative issue with respect to the Hartford Fire Insurance Company bond. 6. Plaintiff has failed to identify any additional collateral in its amended motion. 7. Admitted on information and belief that Plaintiff has filed an Increase Rider to the Original Replevin Bond. 8. It is specifically denied that All Pro is in default under any loan documents with Textron, and to the contrary, during the four year period Defendants have been doing business with Plaintiff they have been in compliance with all loan documents agreed upon by the parties, have fully performed in accordance with the parties' agreement, and have never failed to pay for a single piece of collateral. Defendant continues to remit payments to Plaintiff as it has for the entire four year period the parties have done business and just as Defendants did in February of 2008 when Plaintiff, without any request from Defendant, offered to double Defendants' line of credit with Plaintiff. It is admitted that certain sums are due and owing to Plaintiff by reason of the business arrangement entered into by the parties. In other words, payments are due and owing in the normal course of business. It is denied that Defendants are liable to Plaintiff for attorney fees. 9. Denied as a conclusion of law. By way of further answer, Defendants are not in default of any purported agreement. Further, Plaintiff s vague or ambiguous conclusions that Defendants are in default or breach are not alleged with any factual support. 2 10. Denied as a conclusion of law. Further, Defendants have never missed a payment owing to Plaintiff, and further, during the four year period Defendants have been doing business with Plaintiff they have been in compliance with all loan documents entered into by the parties and have fully performed in accordance with the parties' agreement. Additionally, Plaintiff has an adequate remedy at law if Defendants did, in fact, ever miss a payment -- which, again, has never happened. 11. Denied as a conclusion of law. Further, Defendants have never missed a payment owing to Plaintiff, and further, during the four year period Defendants have been doing business with Plaintiff they have been in compliance with all loan documents entered into by the parties and have fully performed in accordance with the parties' agreement. Plaintiff has failed to allege even one instance in which Defendants have allegedly concealed, wasted or disposed of collateral in a manner that is in breach of an agreement or contrary to the parties' course of conduct. 12. Defendants oppose the granting of the motion and the issuance of the ex parte writ of seizure. Defendants will be prejudiced if unable to present evidence before a writ of seizure is executed upon. WHEREFORE, Defendants request that your Honorable Court deny Plaintiffs' Motion for an Ex Parte Writ of Seizure. NEW MATTER 13. Plaintiff and Defendant have been doing business continuously since at least January 6, 2005, the date they entered into the Wholesale Security Agreement and Finance Plan, a period of approximately four years. 3 14. Since January 6, 2005, the parties' course of dealing has remained unchanged, and prior to the summer of 2008, Plaintiff made no complaint vis-a-vis their relationship. 15. In July 2008, Plaintiff unilaterally changed its payment expectations although Defendants have never missed a payment. 16. Defendants deny Plaintiffs allegations that they are in default under the loan documents and demand specific proof thereof. 17. Defendants deny that Plaintiff is entitled to accelerate Defendants' obligations to it. 18. Defendants deny that Plaintiff is entitled to attorney fees. 19. From January 6, 2005, until the summer of 2008 when Plaintiff attempted to change its payment terms, it made no complaint with regard to the timing of Defendants' payments. 20. Upon information and belief, Plaintiff unilaterally and arbitrarily changed its definition of "prompt" -- notwithstanding the parties course of conduct over several years 21. Defendant All Pro has an Al credit rating. 22. Plaintiff at all times has been aware that many of Defendants' contracts are with customers like the Commonwealth of Pennsylvania, which although creditworthy often lag in payment due to routine bureaucratic complex and time consuming payment procedures. 23. In fact, Defendants' business model has not changed during the parties business relationship. 24. Plaintiff is a wholly owned subsidiary of Textron, Inc., a 13 billion dollar publicly traded corporation, and is allegedly owed approximately $250,000 in unsecured debt 4 (which as of the time of the filing of this Answer has been paid down to approximately $173,000 by Defendant All Pro in the normal course of business, a family owned business operating in and doing business in Cumberland County for 25 years. 25. It is a legal and theoretical impossibility to claim that a. subsidiary of a 13 billion dollar publicly traded corporation could be irreparably harmed if it is not paid in accordance with its definition of "prompt," which it unilaterally changed because Plaintiff's parent corporation wishes to "downsize" Plaintiff's current business. 26. Indeed, in February of 2008, prior to a public announcement that Plaintiff wanted out of this type of financial arrangements, Plaintiff made an unsolicited offer to double Defendant's line of credit. 27. The seizure of the collateral from All Pro would prevent All Pro from selling the inventory and operating its business. 28. Plaintiff is aware that All Pro has a replacement line of credit which it has used since September of 2008 for all new purchases of inventory and which it intends to use exclusively once it has received payment for all of its existing sold and unpaid inventory and that it will no longer be necessary for Plaintiff and All Pro to continue doing business with one another. 29. On October 16, 2008, Lewis B. Campbell, President and CEO of Textron, Inc., Plaintiff s parent company, announced in a press release that Textron, Inc. intends to "downsize" Plaintiffs operations as a result of "the sustained turmoil in world credit markets." See attached Exhibit A. 30. Defendant has never failed to pay for a single piece of collateral that it purchased with its Textron line, nor does Plaintiff allege that Defendant has failed to pay for any collateral. 31. Defendants believe and therefore aver that Plaintiff initiated the instant action not because of a default by Defendants but solely because Plaintiff's parent company wishes to exit its commercial finance business. 32. Plaintiff must be estopped at this late date in complaining that Defendants are not paying quickly enough. 33. Defendants are entitled to at least minimal due process and an opportunity to be heard before a writ of seizure is granted. 34. Defendant All Pro West Truck and Trailer Accessories, Inc. has 20 employees that could potentially be unemployed if Plaintiff is granted its writ of seizure. 35. Defendants will be irreparably harmed if a writ of seizure is granted. WHEREFORE, Defendants request that your Honorable Court deny Plaintiffs' Motion for an Ex Parte Writ of Seizure. y7 r? BARLEY SNYDER LLC By: Paul W. Minnich Court I.D. 74453 Sean E. Summers Court I.D. 92141 100 East Market Street P.O. Box 15012 York, PA 17405-7012 717.846.8888 Attorneys for Defendants 2469407 6 VERIFICATION Y, Scott A. Smith, hereby verify that the facts set forth in the foregoing Answer with New Matter are true and correct to the best of my knowledge, information and belief. Y understand that false statements herein are made subject to the penalties of 18 Pa.C.S.A. §4904 relating to unsworn falsification to authorities. Dated: Jd I ' 0 _. CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing Answer with New Matter is being served on counsel for Plaintiff by first class mail, postage prepaid at York, Pennsylvania, addressed as follows: Terry A. Shusky, Esquire Buchanan Ingersoll & Rooney, PC One Oxford Centre, 201" Floor Pittsburgh, PA 15219-6498 and via e-mail as follows: terry.shulsky@bipc.com BARLEY SNYDER LLC f?. By: Paul W. Minnich Court I.D. 74453 Sean E. Summers Court I.D. 92141 100 East Market Street P.O. Box 15012 York, PA 17405-7012 717.846.8888 Attorneys for Defendants Date: December 5, 2008 8 ['i C= a c `}7 C ?C C-n IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA t EXTRON FINANCIAL CORPORATION, Plaintiff V. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, No. 08-6663 Civil Action Jury Trial Demanded PRAECIPE TO ADD EXHIBIT To The Prothonotary: Please add attached Exhibit "A" to the Answer with New Matter to Plaintiff's Amended Motion for Ex Parte for Writ of Seizure filed in the above-captioned civil action on December 5, 2008. BARLEY SNYDER By: Paul W. Minnich Court I.D. 74453 Sean E. Summers Court I.D. 92141 100 East Market Street P.O. Box 15012 York, PA 17405-7012 717.846.8888 Attorneys for Defendants 2471227 CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing Praecipe to Add Exhibit is being served on counsel for Plaintiff by first class mail, postage prepaid at York, Pennsylvania, addressed as follows: Terry A. Shusky, Esquire Buchanan Ingersoll & Rooney, PC One Oxford Centre, 20th Floor Pittsburgh, PA 15219-6498 BARLEY SNYDER By: PauIV. Minnich Court I.D. 74453 Sean E. Summers Court I.D. 92141 100 East Market Street P.O. Box 15012 York, PA 17405-7012 717.846.8888 Attorneys for Defendants Date: December 9, 2008 EXHIBIT A Textron Inc: Newsoom: News Release Page 1 of 7 & Click to Print News Release Textron Reports Third Quarter EPS from Continuing Operations of $0.85 Strategic Actions Announced, Led by TFC Downsizing Maintains Record Aircraft & Defense Backlog Providence, RI - October 16, 2008 - Textron Inc. (NYSE: TXT) today reported third quarter 2008 income from continuing operations of $210 million or $0.85 per share, compared to third quarter 2007 income from continuing operations of $225 million or $0.88 per share. Last year's result included a one-time gain related to an insurance settlement, worth about $0.05 per share. Including discontinued operations, third quarter 2008 net income was $206 million or $0.84 per share, compared with third quarter 2007 net income of $255 million or $1.00 per share. Revenues in the quarter were $3.5 billion, up 13.6% from $3.1 billion in 2007, as 15.6% growth in the manufacturing businesses offset a decline in revenues at the finance business. Year-to-date cash flow provided by operating activities of continuing operations was $652 million, with free cash flow of $344 million. "Strength in our aircraft and defense businesses offset weaker than expected performance in the finance business arising from the challenging economic environment," said Textron Chairman, President and CEO Lewis B. Campbell. "We remain committed to achieving strong performance results at our aircraft and defense businesses as we work through the issues facing us in our other segments," Campbell added. Combined backlog at Cessna, Bell and Defense & Intelligence remained at a record $23.5 billion at the end of the quarter. Strategic Actions Campbell announced, "Given the sustained turmoil in world credit markets we are taking a number of strong and measured steps, including: • a downsizing of Textron Financial Corporation (TFC), • a strengthening of our already strong capital and liquidity positions, • and an accelerated cost reduction program across the company." The first action is to reduce the size of TFC, Textron's commercial finance business. The company will be exiting its Asset Based Lending and Structured Capital segments, and several additional product lines through an orderly liquidation as market conditions allow. TFC will also limit new originations in its Distribution Finance, Golf, and Resort portfolios, consistent with maintaining franchise value and our commitment to service existing credit-worthy customers. As a result of the decision to downsize TFC, Textron expects to take a non-cash impairment charge in the fourth quarter of up to $169 million, which represents the current goodwill balance at TFC. The company will also incur restructuring charges for headcount reductions and consolidations. Textron will make capital contributions to TFC, as appropriate, to strengthen TFC's capital structure and to maintain certain minimum requirements under TFC's committed credit facilities and Textron's support agreement with TFC. "Going forward, we will continue to carefully evaluate the appropriate range of remaining lending activities at TFC in light of strategic fit and continuing developments in the capital markets, all in a manner that maximizes value for shareholders in any current or future financial market scenarios," Campbell noted. In order to maximize funding predictability in the current environment, Textron has suspended its share repurchase program and is exploring a number of options to reduce a portion of its outstanding commercial paper funding. http://phx.corporate-ir.net/phoenix.zhtml?c=110047&p=irol-newsArticle_-Pf&ID=1212969 12/8/2008 . Textron Inc: Newsoom: News Release Page 2 of 7 Finally, Textron is initiating an accelerated overhead cost reduction and productivity improvement program across the enterprise. Including restructuring costs at TFC, the company expects total restructuring charges of about $25 million, with most of the charges occurring in the fourth quarter. Annualized benefits associated with the charges are estimated to be $40 million. Segment Results Cessna Cessna's third quarter revenues and segment profit increased $150 million and $16 million, respectively, compared with the third quarter of 2007. Revenues increased due to higher volume and pricing, along with the benefit from an acquisition. The increase in volume reflects higher jet and Caravan deliveries, partially offset by lower used aircraft sales. Cessna delivered 124 jets in the quarter, compared with 103 jets last year. Segment profit increased due to higher volumes and pricing in excess of inflation, partially offset by higher engineering and product development expense and higher overhead costs. Cessna backlog at the end of the third quarter was $15.6 billion, up $3 billion from the end of last year, reflecting 484 jet orders taken year-to-date, with 47 jet orders in the quarter. Bell Bell revenues increased $52 million in the third quarter, while segment profit increased $5 million. Revenues and segment profit for Bell's U.S. Government business decreased $44 million and $11 million, respectively. The decrease in revenues is due to lower V-22 volume, partially offset by higher H-1 revenue and higher spares and service volume. Segment profit decreased due to unfavorable cost performance and lower volume. The unfavorable cost performance in 2008 reflects the non-recurrence of the 2007 recovery in ARH costs. Revenues and segment profit for Bell's commercial business increased $96 million and $16 million, respectively. The increase in revenues is due to higher helicopter volume, higher pricing and revenues from acquired businesses. The increase in segment profit reflects the higher volume and sales mix, and higher pricing in excess of inflation, partially offset by unfavorable cost performance. Bell backlog at the end of the third quarter was $5.3 billion, up $1.5 billion from the end of last year. Defense & Intelligence Revenues and segment profit for the Defense & Intelligence segment increased $177 million and $31 million, respectively, in the third quarter of 2008. The revenue increase is due to the benefit from our AAI business, which was acquired last year, partially offset by lower volume. Segment profit increased due to the benefit from the acquisition and favorable cost performance, largely related to the ASV program. Third quarter ending backlog at Defense & Intelligence was $2.6 billion, compared to $2.4 billion at the end of 2007. Industrial Revenues in the Industrial segment increased $74 million, while segment profit decreased $17 million. Revenues increased due to higher volume, favorable foreign exchange, the beneficial impact of an acquisition and higher pricing. Segment profit decreased due to inflation in excess of pricing and unfavorable sales mix, partially offset by improved cost performance. Finance Finance revenues decreased $30 million in the third quarter, due to lower market interest rates partially offset by the benefits of higher volume and interest rate floors. Segment profit decreased $36 million due to an increase in the provision for loan losses and higher borrowing costs, partially offset by the benefit of interest rate floors. Borrowing costs increased relative to the target Federal Funds rate as credit market volatility continued during the quarter. The increased borrowing costs were driven by a widening in the spread between LIBOR and the target Federal Funds rate http://phx.corporate-ir.net/phoenix.zhtml?c=110047&p=irol-newsArticle_pf&ID=1212969 12/8/2008 Textron Inc: Newsoom: News Release Page 3 of 7 and, to a lesser extent, from increased borrowing spreads on debt in comparison with 2007. These increases were substantially offset by increased receivable pricing as a result of variable-rate receivables with interest rate floors. Sixty-day plus delinquencies increased to 1.06 percent of finance receivables from 0.61 percent at the end of the second quarter. Nonperforming assets increased to 2.67 percent of total finance assets from the second quarter level of 2.31 percent. 2008 Outlook Excluding goodwill impairment and restructuring charges, Textron expects fourth quarter 2008 earnings per share from continuing operations will be between $0.80 and $0.90 per share. GAAP earnings per share from continuing operations are expected to be between $0.04 and $0.14 per share. The company continues to expect free cash flow for the year will be in the range of $700 to $750 million. Campbell concluded, "The economic environment will continue to be uncertain over at least the next several quarters. However, we believe the actions we are taking, combined with our government programs and aircraft backlog, position us to perform well through these difficult times." Updated Conference Call Information Textron will host a conference call today, October 16, 2008, at 9:00 a.m. Eastern time to discuss its results and outlook. Please note conference call information has changed. New Call-in Information: The call will be available via webcast at www.textron.com or by direct dial at (888) 428-4473 in the U.S. or (651) 291-5254 outside of the U.S. (Request the Textron Earnings Call). The call will be recorded and available for playback beginning at 11:30 a.m. Eastern time on Thursday, October 16, 2008 by dialing (320) 365-3844; Access Code: 896298. A package containing key data that will be covered on today's call can be found in the Investor Relations section of the company's website at www.textron.com. About Textron Inc. Textron Inc. is a $13.2 billion multi-industry company operating in 34 countries with approximately 44,000 employees. The company leverages its global network of aircraft, defense and intelligence, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee, Fluid & Power, Textron Systems and Textron Financial Corporation. More information is available at www.textron.coin. Forward-looking Information Certain statements in this release and other oral and written statements made by us from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters, or project revenues, income, returns or other financial measures. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements including the following: (a) changes in worldwide economic and political conditions that impact demand for our products, interest rates and foreign exchange rates; (b) the interruption of production at our facilities or our customers or suppliers; (c) performance issues with key suppliers, subcontractors and business partners; (d) our ability to perform as anticipated and to control costs under contracts with the U.S. Government; (e) the U.S. Government's ability to unilaterally modify or terminate its contracts with us for the U.S. Government's convenience or for our failure to perform, to change applicable procurement and accounting policies, and, under certain circumstances, to suspend or debar us as a contractor eligible to receive future contract awards: (f) changing priorities or reductions in the U.S. Government defense budget, including those related to Operation Iraqi Freedom, Operation Enduring Freedom and the Global War on Terrorism; (g) changes in national or international funding priorities, U.S. and foreign military budget constraints and determinations, and government policies on the export and import of military and commercial products; (h) legislative or regulatory actions impacting defense operations; (i) the ability to control costs and successful implementation of various cost-reduction programs; Q) the timing of new product launches and certifications of new aircraft products; (k) the occurrence of slowdowns or downturns in customer markets in which our products are sold or supplied or where Textron Financial Corporation offers financing; (1) changes in aircraft delivery schedules or cancellation of orders; (m) the impact of changes in tax legislation; (n) the extent to which we are able to pass raw material price increases through to customers or offset http://phx.corporate-ir.net/phoenix.zhtml?c=110047&p=irol-newsArticle_pf&ID=1212969 12/8/2008 Textron Inc: Newsoom: News Release Page 4 of 7 such price increases by reducing other costs; (o) our ability to offset, through cost reductions, pricing pressure brought by original equips ent manufacturer customers; (p) our ability to realize full value of receivables; (q) the availability and cost of insurance; (r) increases in pension expenses and other postretirement employee costs; (s) Textron Financial Corporation's ability to maintain portfolio credit quality and certain minimum levels of financial performance required under its committed credit facilities and under Textron's support agreement with Textron Financial Corporation: (t) Textron Financial Corporation's access to financing, including securitizations, at competitive rates; (u) our ability to successfully downsize Textron Financial Corporation, including effecting an orderly liquidation of certain Textron Financial Corporation product lines, as anticipated; (v) uncertainty in estimating contingent liabilities and establishing reserves to address such contingencies; (w) risks and uncertainties related to acquisitions and dispositions, including difficulties or unanticipated expenses in connection with the consummation of acquisitions or dispositions, the disruption of current plans and operations, or the failure to achieve anticipated synergies and opportunities; (x) the efficacy of research and development investments to develop new products; (y) the launching of significant new products or programs which could result in unanticipated expenses; (z) bankruptcy or other financial problems at major suppliers or customers that could cause disruptions in our supply chain or difficulty in collecting amounts owed by such customers; and (aa) continued volatility and further deterioration of the capital markets. Further information on risks and uncertainties that may impact forward-looking statements is discussed under "Risk Factors" in our most recent Annual Report on Form 10-K. http://phx.corporate-ir.net/phoenix.zhtml?c=110047&p=irol-newsArticle_pf&ID=1212969 12/8/2008 Textron Inc: Newsoom: News Release Page 5 of 7 TEXTRON INC. Revenues and Income by Busine" Seomeat Three and Nine Months Ended September 27, 2008 and September 29, 2007 (Dollars in mr1lons emot per stare amounts) (unaudited) REVENUES(a) MAfNVACTURING, Cessna sell Defense & Intelligence Indusuial(b) f7tiANCE Total revenues PROFrTfa) MAt41IFACTURMI Ces&ria bell Defense & Inteltgenee Induwial (b) FINANCE S"ment Profit Cu4r15oratt expenses and uther, net Interest expense, net Income from contit maq optrat4efts Wore income taxes Income taxes Income from rontinuen9 Operations Drsconb u*d operations, net of vvcome taxes (b) Net income Esrrrings per share: Income from eontitauinP operations Disconbnued operations. net of Income taxes {b) Net income Aveiapr Vvttu ,are5 L-jtStending Threw Months Ended Nine Months Ended September 27, 2008 September 29, 2807 September 27, 2008 Septr?nber 29, ?007 E 1;418 !< 1,268 i 4,165 1 3,4399 7022 650 1,974 1,826 503 326 1,606 1,004 726 652 3,320 2,092 3,349 2,896 10,065 8,361 184 214 575 663 S 3,533 5 3,110 i 1d,640 ¢ 9 824 5 238 5 222 S 707 S 577 63 so 184 90 74 43 212 16.1 6 138 381 %6 i8 174 399 1,140 (38) M ) (170) 329 329 1,054 904 119' } (272) 210 632 4) 29 S 206 ¢ 255 $ 695 661 $ 0.85 S 0.88 $ 2.75 S 2.49 '0.01..I IAZ :)-02 0.12 S 0.84 # 1.00 $ 2.77 S 2.60 246,524.000 254,321,000 251,916,000 254,5 7,£00 (a) Effe,_trvt dt the btgpooinu of ° .,., 2,,08,. vie a 4lVed ow st-?rtrent reportgno t v separat.n, t»r rof vier GeP segment into two &egr tnL, ti"ie 56 ,tQrniei t of L, V <t Defen!ie & 1gteiligence seyrtrtait Pnue 4ave burn ,'aiAAttd to reflect the rearm seprntrret reportrr>u 54luclu re. (t.} 0" °e,)te nbci 10, 2008. Taxrfon ttathed an agrterternt to sell its F4urd & Power usines5 unit. The sale is expected to L+ se by V* erut of the year. As a rts.utt, Ruiz. & Power was rerJe it td out of the Irifvstrial Segment and into discontinued operations kn the thirds auamler of ?X28. All periods presented have been recast to refit-[ this prt! e,mtatki,i. http://phx.corporate-ir.net/phoenix.zhtml?c=110047&p=irol-newsArticle_pf&ID=1212969 12/8/2008 Textron Inc: Newsoom: News Release ' Page 6 of 7 TEXTRON[ INC. Condensed Consolidated Balance sheets (Unaudited) (In sr ilhons) Assets Cash and cash equivalents accounts receivable, net Inventories Other current assets Net property, plant and equipment Other assets Assets of discontinued operations Textron Finance assets Total Assets September 27, December 29, 2008 2007 221 11045 3,276 427 1,979 3,452 624 9,662 $ 20,686 S 473 9.58 2, 593 540 1.918 3,521 607 _ 9.383 19,991 Liabilities and Shareholders' Equity Current portion of long-term and short-term debt Other current liabilities Other liabilities Long-berrn debt Liabilities of discontinued operations Textron Finance liabilities Total Liabilities Total Shareholders' Equity Total Liabilities and Shareho4clers' Equity 5 550 3.775 1,995 1,739 440 8,648 17,147 3,539 $ 20,686 355 3,455 2,171 1,791 467 8,245 16,484 3,507 5 19.991 http://Phx.corporate-ir.net/phoenix.zhtml?c=l 10047&p=irol-newsArticle_pf&ID=l212969 12/8/2008 • Textron Inc: Newsoom: News Release TEXTRON INC. Calculation of Free Cash Flow* Q3 2008 Free cash flaw is a measure generally used by investors, analysts and management to gauge a company's ability to generate cash from business operations in excess of that necessary to be reinvested to sustain and grow the business, our definition of free cash flour for the Manufacturing group uses net cash provided by operating activities of continuing operations, less capital expenditures, net of proceeds from the sale of plant, propetty and equipment. Management believes that our free cash flow calculation provides a relevant measure of liquidity and a useful basis for assessing the company's ability to fund its activities. Free cash flow is not a financial measure under- generally accepted accounting principles (GAAP) and should be used in conjunction with GAAp cash measures provided in our Consolidated Statement of Cash Flows. Our free cash flow measure may not be comparable to similarly titled measures reported by other- companies, as there is no definitive accounting standard on ho-%,q the measure should be calculated. The reconciliation of net cash provided by operating activities of continuing operations prepared in accordance with GAAP to free cash flow is provided below. (1n millions) _ Third Quarter Year-to-Date 2408 2007 2008 2007 Net cash provided by operating activities of continuing operations $ ZZ7 $ 361 $ 652 $ 649r Less: Capital expenditures (123) (Si) (312) (212) Plus: Proceeds on sale of property, plant and equipment 3 2 4 5 Free cash flow $ 107 $ 282 $ 344 $ 442 '!n 2005. rs-e changed our definition of Fee cash Rom to exciude zajustrnents For capital expen,d)tures financed ft zn cap+rai ;ease rransacrsiv?s. Poor permd' information -66s been recast W refiec: this chance. TeTtron Inc. 2008 Fourth Quarter and Full-Year Forecast Rerowtria(ion of 3djn,ted EPS to G;kkF EPS from Continuing Operations zoos Fourth Qitarter Fnk Year Forecast Forecast Adjusred EsTmngs ?er Sbiare $0.90 to $0.90 $3 55 to $3.65 .AAj-asrraents: CKcc kill Wnre-off {3(1.69} (Sfr.68) Resrnacrtme (5U.?1';i (S9.0? GA-AF EPS from Continuing Operations $0.04 to $0.11 $2.W to S2.40 A 1::Iick w Pon http://phx.corporate-ir.net/phoenix.zhtml?c=110047&p=irol-newsArticle_pf&ID=1212969 Page 7 of 7 12/8/2008 "Al 'i 6 TEXTRON FINANCIAL CORPORATION, Plaintiff vs. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC and SHERRY L. WAGNER, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-6663 CIVIL : JURY TRIAL DEMANDED IN RE: EX PARTE MOTION FOR WRIT OF SEIZURE ORDER AND NOW, this /Z " day of December, 2008, hearing in the above-captioned matter is set for Wednesday, December 17, 2008, at 9:30 a.m. in Courtroom Number 4, Cumberland County Courthouse, Carlisle, PA. BY THE COURT, /erry Shulsky, Esquire Zean e Plaintiff Summers, Esquire For the Defendants :rlm Kevin . Hess, J. ``, A ?i 1? ? ? I:n r 11? fi ? •.?V11 s4` '????. ! ??? ?s?d G ? ??? Q?? „? ?,: ? 3U TEXTRON FINANCIAL CORPORATION, Plaintiff vs. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. IN THE COURT O COMMON PLEAS OF CUMBERLAND C LINTY, PENNSYLVANIA CIVIL ACTION - L?W NO. 08-6663 CIVIL and SHERRY L. WAGNER, Defendants : JURY TRIAL DEM NDED : EX P ORDER AND NOW, this `7' day of December, 2008, at fhe request of counsel for the parties, hearing in this matter is continued generally. This matter will be rescheduled at the request of either party. BY THE OURT, XTerry Shulsky, Esquire /For the Plaintiff ? Sean Summers, Esquire For the Defendants :rlm c4pC s M?L ELqCL l?f lZID? -111I - Kevin ess, J. Ry 0s 1 0 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION., Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. CIVIL DIVISION Civil Action No. 08-6663 ACCEPTANCE OF SERVICE Filed on behalf of Defendants, All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner Counsel of Record For This Party: Sean E. Summers, Esquire Pa. I.D. No. 92141 BARLEY SNYDER, LLC 100 East Market Street P.O. Box 15012 York, PA 17405-7012 Telephone: (717) 846-8888 Facsimile: (717) 843-8492 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. ACCEPTANCE OF SERVICE I accept service of the Complaint in the above-captioned matter on behalf of Defendants, All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner and certify that I am authorized to do so. Dated: December 11 , 2008 BARLEY SNYDER, L , By: Sean E. Summers, Esquire (Pa. I.D. No. 92141) 100 East Market Street P.O. Box 15012 York, PA 17405-7012 Telephone: (717) 846-8888 Facsimile: (717) 843-8492 Counsel for All Pro West Truck and Trailer Accessories, Inc. and Sherry L. Wagner ? ?, ?`-?? ?: ? _c p 1?.? ??. ? C"^; ??i w ,,, j.. ?? •-.,. ,, .;- ? r?. ..,y? -? SHERIFF'S RETURN - NOT SERVED CASE NO: 2008-06663 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND TEXTRON FINANCIAL CORPORATION VS ALL PRO WEST TRUCK AND TRAILER R. Thomas Kline Sheriff , who being duly sworn according to law, says, that he made a diligent search and inquiry for the within named DEFENDANT to wit: ALL PRO WEST TRUCK AND TRAILER ACCESSORIES INC but was unable to locate Them in his bailiwick. He therefore returns the COMPLAINT & NOTICE NOT SERVED , as to the within named DEFENDANT ALL PRO WEST TRUCK AND TRAILER ACCESSORIES INC 6799 CARLISLE PIKE MECHANICSBURG, PA 17050 SERVICE STOPPED 12/11/08 PER CALL FROM ATTORNEY. Sheriff's Costs: So answer Docketing 18.00 --- Service .00 Affidavit .00 R. Thomas 'Kline-- Surcharge 10.00 Sheriff of Cumberland County 28. la ?lglt7? ?, .4 00 BUCHANAN INGERSOLL ROONEY 12/16/2008 Sworn and Subscribed to before me this day of , A.D. SHERIFF'S RETURN - NOT SERVED CASE NO: 2008-06663 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND TEXTRON FINANCIAL CORPORATION VS ALL PRO WEST TRUCK AND TRAILER R. Thomas Kline , Sheriff , who being duly sworn according to law, says, that he made a diligent search and inquiry for the within named DEFENDANT to wit: WAGNER SHERRY but was unable to locate Her in his bailiwick. He therefore returns the COMPLAINT & NOTICE the within named DEFENDANT 44nn KTT,E DRIVE N7V1_MW1:? gTNF'.RRY NOT SERVED , as to ENOLA, PA 17025 SERVICE STOPPED 12/11/08 AT CALL FROM ATTORNEY. Sheriff's Costs: So answers_;--- Docketing 6.00 ? Service .00 Affidavit .00 R. Thomas Kline Surcharge 10.00 Sheriff of Cumberland County .00 /a/Jf/0r- 16.00 BUCHANAN INGERSOLL ROONEY 12/16/2008 Sworn and Subscribed to before me this day of A. D. TEXTRON FINANCIAL IN THE COURT OF COMMON PLEAS OF CORPORATION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : CIVIL ACTION - LAW vs. NO. 08-6663 CIVIL ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC. and SHERRY L. WAGNER, Defendants JURY TRIAL DEMANDED IN RE: EX PARTE MOTION FOR WRIT OF SEIZURE ORDER AND NOW, this 3.-' day of February, 2009, at the request of counsel for the plaintiff, hearing in the above-captioned matter is set for Wednesday, March 11, 2009, at 9:30 a.m. in Courtroom Number 4, Cumberland County Courthouse, Carlisle, PA. BY THE COURT, ZTerry Shulsky, Esquire For the Plaintiff Sean Summers, Esquire For the Defendants Am a?3?oq ALED-O FlCrc OF THE PR t i-1,"«NNOTARY 2009 FEB --3 FM 3: 24 PENNSYLVA,NA TEXTRON FINANCIAL CORPORATION, Plaintiff VS. ALL PRO WEST TRUCK AND TRAILER ACCESSORIES, INC and SHERRY L. WAGNER, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-6663 CIVIL JURY TRIAL DEMANDED IN RE: EX PARTE MOTION FOR WRIT OF SEIZURE ORDER AND NOW, this day of March, 2009, at the request of counsel for the plaintiff, hearing in the above-captioned matter set for Wednesday, March 11, 2009, is continued generally. BY THE COURT, Kevin Hess, J. Terry Shulsky, Esquire For the Plaintiff ,/"Sean Summers, Esquire For the Defendants rlm (2o ES m:a t ALL ,?/«foq Q CL.. a.? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA TEXTRON FINANCIAL CORPORATION., Plaintiff, CIVIL DIVISION Civil Action No. 08-6663 V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. PRAECIPE TO SETTLE AND DISCONTINUE WITH PREJUDICE Filed on behalf of Plaintiff, Textron Financial Corporation Counsel of Record For This Party: Terry A. Shulsky, Esquire Pa. I.D. No. 82379 BUCHANAN INGERSOLL & ROONEY A Professional Corporation 20th Floor, One Oxford Centre Pittsburgh, PA 15219-6498 Telephone: (412) 392-2091 Facsimile: (412) 562-1041 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA TEXTRON FINANCIAL CORPORATION, Plaintiff, V. ALL PRO WEST TRUCK and TRAILER ACCESSORIES, INC. AND SHERRY L. WAGNER, Defendants. PRAECIPE TO SETTLE AND DISCONTINUE WITH PREJUDICE TO: DEPARTMENT OF COURT RECORDS, CUMBERLAND COUNTY Kindly mark the docket in the above-captioned matter as settled and discontinued with prejudice, with each party to bear its own costs and expenses. Respectfully submitted, Dated: August 18, 2009 BUCHANAN INGERSOLL & ROONEY, PC By:` Terry A. Shulsky, Esquire (PA 116 #82379) One Oxford Centre, 20th Floor Pittsburgh, PA 15219-6498 Phone: (412) 562-8800 Facsimile: (412) 562-1041 Counsel for Textron Financial Corporation CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing document was served upon the following via U.S. First Class Mail on August 18, 2009: Sean E. Summers, Esquire Barley Snyder LLC 100 East Market Street York, PA 17401 Dated: August 18, 2009 BUCHANAN INGERSOLL & ROONEY, PC By: Terry A.cShulsky, Esquire (P D #82379) One Oxford Centre, 20th F or Pittsburgh, PA 15219-649 Phone: (412) 562-8800 Facsimile: (412) 562-1041 Counsel for Textron Financial Corporation FILE&I r (,E OF TNI± Fr.r..., , h,t y 20D9 AUU" 21 i'i'i 2. 3 Z