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Page 1 Case 1:08-cv-01706 Document6 Filed 03/28/2008 Page 1 of 4
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
AMADA AMERICA, INC., a California
corporation,
Plaintiff,
V.
PRECISION AMERICAN METALS, LLC.,
An Illinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREK, individually,
Nae Newer None” Senter Sant” Sma Smee! Ne Ne ee ee ee”
Defendants.
MOTION TO ENTER CONFESSION OF JUDGMENT ORDER
Plaintiff, Amada America, Inc. (“Amada”), by its attorneys, Connelly Roberts &
McGivney LLC, for its Motion to Enter Confession of Judgment Order, states as follows:
1. In July of 2006, John M. Mazurek, as President of Precision American
Metals, LLC (“Precision”), executed seven separate Equipment Purchase and Security
Agreements on behalf of Precision (“the Agreements”), for the purpose of procuring a
number of specialized machines from Amada.
2. The Agreements were individually and personally guaranteed by John M.
Mazurek and Pamela F. Mazurek.
3. Defendants subsequently breached the terms of the Agreements by failing
to tender payment for the purchased items.
4, On July 24, 2007, Amada filed a Complaint alleging breach of contract
against Precision and the Mazureks, individually, for their failure to tender paymentPage 2 Case 1:08-cv-01706 Document6 ~ Filed 03/28/2008 Page 2 of 4
under the terms of the Agreements. (A copy of Amada’s Complaint is attached as Exhibit
“A”),
5. On December 5, 2007, Defendants and Amada entered into a Settlement
and Release Agreement. (A copy of the Settlement and Release Agreement is attached
hereto as Exhibit “B”). This Settlement and Release Agreement was signed by Precision
and the Mazureks individually.
6. In the Settlement and Release Agreement, Amada agreed to accept the
payment of $1,469,952.96 to satisfy the debt owed by Precision and the Mazureks.
Precision and the Mazureks agreed that they were jointly and severally liable for the full
satisfaction of the Settlement and Release Agreement. (see 4 9, Ex. B).
7. Precision and the Mazureks issued a check for the January 2008
installment payment which was returned for insufficient funds, and Precision and the
Mazureks failed to tender payment for the February 2008 installment. (A copy of the
insufficient check is attached hereto as Exhibit “C”).
8. Precision and the Mazureks breached their obligations under the
Settlement and Release Agreement, and are in default of the same, by:
a) Issuing an insufficient check for the January 2008 installment
payment, and;
b) Failing to tender payment for the February 2008 installment.
9. In paragraph 12 of the Settlement and Release Agreement, Defendants
consented to the entry of a Confession of Judgment Order similar to the Order attached to
the Settlement and Release Agreement as Exhibit B. (see { 12, Ex. B).Page 3 Case 1:08-cv-01706 Document6 ~ Filed 03/28/2008 Page 3 of 4
10. Precision and the Mazureks are liable to Amada for the full Settlement
Payment as well as attorney’s fees and costs pursuant to paragraph 14 of the Settlement
Agreement, which states:
“Upon an Event of Default, Defendants shall be liable to Amada for the
Settlement Payment, in full, plus attorneys’ fees and costs, less any amounts paid
by Defendants pursuant to this Settlement Agreement. At the time of the entry of
the Confession of Judgment Order, Connelly Roberts & McGivney LLC shall
provide the Court with an affidavit stating the amounts previously paid by
Defendants pursuant to this Agreement and the attorneys’ fees incurred by
Amada.”
(4 14, Ex. B).
11. Simultaneously with this Motion, Amada filed a Complaint alleging
breach of contract based on Precision and the Mazurek’s failure to tender payment as
required by the terms of the Settlement Agreement. (A copy of the Complaint is attached
hereto as Exhibit “D”’).
12, Attached is the Affidavit of Cory D. Anderson (the “Affidavit’), an
attorney with Connelly Roberts & McGivney LLC, which states the amounts paid to
Amada by Defendants, Defendants’ outstanding Settlement balance and the attorney’s
fees and costs incurred by Amada to enforce the Settlement Agreement. (Exhibit “E”).
13, Defendants owe Amada $1,406,296.08 under the terms of the Settlement
and Release Agreement. (see Ex. E). Moreover, Amada, per the terms of the Settlement
and Release Agreement, is entitled to be reimbursed by Defendants for their fees and
costs associated with the enforcement of the Settlement and Release Agreement, totaling
$7,150.00. (see Ex. E).
14. Amada hereby requests this Court enforce the Settlement and Release
Agreement by entering the Confession of Judgment Order against Precision American
Metals, LLC, John M. Mazurek and Pamela F. Mazurek, jointly and severally.Page 4 Case 1:08-cv-01706 Document6 ~ Filed 03/28/2008 Page 4 of 4
WHEREFORE, Plaintiff, Amada America, Inc., respectfully requests that this
Court:
1) Enter the Confession of Judgment Order against Precision American
Metals, LLC, John M. Mazurek and Pamela F. Mazurek, jointly and
severally;
2) Enter judgment for Amada America, Inc. and against Precision
American Metals, LLC, John M. Mazurek and Pamela F. Mazurek,
jointly and severally, in the amount of $1,413,446.08;
3) Or, in the alternative, for any other relief that this Court deems just.
Respectfully Submitted,
Amada America, Inc.,
By:/s/Cory D. Anderson
One of its Attorneys
Matthew P. Connelly
Cory D. Anderson
Connelly Roberts & McGivney LLC
55 W. Monroe St., Suite 1700
Chicago, Illinois 60603
(312)251-9600Page 5 Case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Pade i
IN THE UNITED STATES DISTRICT COURT JUL 2 4 2007
NORTHERN DISTRICT OF ILLINOIS |
CLERK, U.S. DISTRICT COURT
AMADA AMERICA, INC., a California )
corporation, )
)
Plaintiff, )
) fy, pte cN ‘A i petty peta
v. Oi? C 416%
)
PRECISION AMERICAN METALS, LLC., ) HINME RADE A
Kens JOGE MORAN
An Illinois Limited Liability Corporation, and _—+) JUDGE MOR
JOHN M. MAZUREK and PAMELA F. )
MAZUREK, individually, )
)
Defendants. )
COMPLAINT
Plaintiff, Amada America, Inc. (“Amada”), by its Attorneys, Connelly Roberts &
McGivney, for its Complaint against Defendants, Precision American Metals, LLC., an
Ilinois Corporation (“Precision”), John M. Mazurek, an individual, and Pamela F.
Mazurek, an individual, states as follows:
Jurisdiction
1. Plaintiff is a corporation with its headquarters and principle place of
business in the State of California. Defendant Precision is a limited liability corporation
with its headquarters and principle place of business in the State of Tlinois. Upon
information and belief, the Defendants John and Pamela Mazurek are residents of the
State of Illinois.
2. Upon information and belief, the amount in controversy, exclusive of
interest and costs, is in excess of the sum specified by 28 U.S.C. §1332.
EPage 6 Facts
3. Plaintiff Amada is a corporation specializing in the manufacture and sale
of machine tools to the fabrication industry, with its headquarters and principle place of
business at 7025 Firestone Blvd. in the city of Buena Park, California.
A, Defendant Precision is an Illinois limited liability corporation, with its
headquarters and principle place of business at 1050 Kingsland Dr., in the village of
Batavia, Kane County, Illinois.
5. Upon information and belief, Defendants John M. Mazurek and Pamela F.
Mazurek are residents of the village of St. Charles, Kane County, Illinois.
6. Sometime on or about July 20-27, 2006, Precision executed seven separate
Equipment Purchase and Security Agreements (“the Agreements”), for the purpose of
procuring a number of specialized machines from Amada. The Agreements were
numbered and executed as follows:
a. Agreement Number 14744, to purchase a Togu III Tool Grinder from
Amada for the purchase price of $21,600.00. (A copy of the
Agreement ts attached hereto as Exhibit A).
b. Agreement Number 14546, dated July 20, 2006, to purchase a Spot
Welder from Amada for the purchase price of $32,000.00. (A copy of
the Agreement is attached hereto as Exhibit B).
c. Agreement Number 14738, to purchase an APS Software Package
from Amada for the purchase price of $89,880.00. (A copy of the
Agreement is attached hereto as Exhibit C),
d. Agreement Number 14550, to purchase a Fabrivision Inspection
Machine from Amada for the purchase price of $64,700.00. (A copy of
the Agreement 1s attached hereto as Exhibit D).
e. Agreement Number 14742, to purchase a Manipulator System from
Amada for the purchase price of $122,000.00. (A copy of the
Agreement is attached hereto as Exhibit E).
tOPage 7 f. Agreement Number 14738, to purchase a Turret Punch Press, with
Tooling Package and Scrap Conveyor, from Amada for the purchase
price of $307,235.00. (A copy of the Agreement is attached hereto as
Exhibit F).
g. Agreement Number 14741, to purchase a Robotic Press Brake with
Tooling Package from Amada for the total purchase price of
$605,000.00. (A copy of the Agreement is attached hereto as Exhibit
G).
7. Upon information and belief, these documents were executed by Precision
in the village of Batavia, Illinois.
8. Precision paid down payments of twenty per cent of the purchase price
under each Agreement, and agreed to pay the remaining amount of each Agreement in 60
equal monthly installments. (See Exhibits A-G).
9. The Agreements each provide that “any payment...not received by the
ninth (9"") day following the date due will be subject to a late charge of five percent (5%)
of the amount due as liquidated damages.” (See Exhibits A-G, Section A, {4).
10. As a condition of the Agreements, Precision granted Amada security
interest in the property purchased under each agreement, and executed UCC Financing
Statements with the California Secretary of State, Uniform Commercial Code Division,
certifying such. (See Exhibits A-G, Section B, §1; UCC Financing Statements,
11190731, 11190774, 11190790, 11190766, 11190758, 11190723, and 11190782,
attached hereto as Group Exhibit H).
Count I
Breach of Contract Against Precision
1-10 Plaintiff repeats and realleges paragraphs 1-8 of this Complaint as
paragraphs 1-10 of this Count I, as if fully set forth herein.Page 8 11. Amada has performed all of its obligations under each and every one of
the Agreements by delivering the purchased machines and other equipment to Precision.
12. Precision has legally accepted all goods delivered by Amada, as defined
by §2606 of the California Commercial Code, by failing to make an effective rejection
after having had a reasonable opportunity to inspect them.
13. The first installment payment for Agreement number 14744, in the amount
of $365.13, was due to Amada on October 1, 2006. (See Exhibit “A”)
14. Precision failed to remit this payment, or any other required payment on
Agreement number 14744, and consequently late charges were assessed in the amount of
$18.26 per month, and interest compounded at a rate of 9.75% per month, (See “Payment
History”, attached hereto as Exhibit I).
15. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14744, Precision owes Amada approximately
$18,919.06. (See Exhibit I).
16. The first installment payment for Agreement number 14546, in the amount
of $540.93, was due to Amada on October 1, 2006. (See Exhibit “B”),
17, Precision failed to remit this payment, or any other required payment on
Agreement number 14546, and consequently late charges were assessed in the amount of
$27.05 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit I),
18. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14546, Precision owes Amada approximately
$28,028.22. (See Exhibit I).Page 9 19. The first installment payment for Agreement number 14738, in the amount
of $1,519.33, was due to Amada on May 15, 2007. (See Exhibit “C”).
20. Precision failed to remit this payment, or any other required payment on
Agreement number 14738, and consequently late charges were assessed in the amount of
$75.97 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit I).
21. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14738, Precision owes Amada approximately
$73,898.85. (See Exhibit I).
22. The first installment payment for Agreement number 14550, in the amount
of $1,132.57, was due to Amada on May 15, 2007. (See Exhibit “D”).
23. Precision failed to remit this payment, or any other required payment on
Agreement number 14550, and consequently late charges were assessed in the amount of
$56.63 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit I),
24. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14550, Precision owes Amada approximately
$55,087.03. (See Exhibit I).
25. The first installment payment for Agreement number 14742, in the amount
of $2,045.38, was due to Amada on May 15, 2007. (See Exhibit “E”).
26. Precision failed to remit this payment, or any other required payment on
Agreement number 14742, and consequently late charges were assessed in the amount of
$102.27 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit
I).Page 10 27. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14742, Precision owes Amada approximately
$99,485.53. (See Exhibit I).
28. The first installment payment for Agreement number 14740, in the amount
of $6,437.38, was due to Amada on May 15, 2007. (See Exhibit “F’’).
29. Precision failed to remit this payment, or any other required payment on
Agreement number 14740, and consequently late charges were assessed in the amount of
$321.87 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit
1.
30. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14740, Precision owes Amada approximately
$313,108.10. (See Exhibit I).
31. The first installment payment for Agreement number 14741, in the amount
of $11,291.87, was due to Amada on May 15, 2007. (See Exhibit “G”’)
32. Precision failed to remit this payment, or any other required payment on
Agreement number 14741, and consequently late charges were assessed in the amount of
$564.59 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit
1).
33. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14741, Precision owes Amada approximately
$549,225.89. (See Exhibit I).Page 11 34, Precision’s failure to pay any of the required installments of any of the
Agreements, after accepting the goods delivered by Amada constitutes a breach of the
Agreements.
35. Amada has demanded payment from Precision under the Agreements in
the original total principle amount of $1,104,240.00, plus interest and late charges. (See
Letter to John Mazurek, President of Precision Metals, dated July 20, 2007, attached
hereto as Exhibit J).
36. Despite Amada’s demands, Precision has failed to make any payment
whatsoever on any of the amounts due under the Agreements. (See Exhibit J).
37. The total now due to Amada is approximately $1,137,752.68. (See Exhibit
1.
38. Each of the Agreements states that “in the event any...judicial action or
proceeding is initiated with respect to any matters relating to this Agreement...the party
in whose favor any award shall be given...shall be entitled to recover from the other
party all costs and expenses (including attorney’s fees) incurred in such action.” (See
Exhibits A-G, Section D, 5).
Wherefore, Plaintiff Amada America, Inc., pursuant to Section 2709 of the
California Commercial Code, prays for judgment against the Defendant, Precision
American Metals, LLC, in the amount of $1,137,752.68, and for prejudgment interest,
costs and attorneys’ fees.
Count I
Breach of Personal Guaranty Against John Mazurek
1-38 Plaintiff repeats and realleges paragraphs 1-38 of Count J as paragraphs 1-
36 of this Count I], as if fully set forth herein.Page 12 39. Asa supplement to the Agreements, on or about July 20, 2006, Defendant
John Mazurek executed a document entitled “Unconditional Continuing Guaranty”
(Attached hereto as Exhibit K). That Guaranty provides, in pertinent part, that
“[g]uarantors unconditionally guaranty and promise to pay to Seller, on demand, any
indebtedness of Buyer to Seller not paid when due.” (See Exhibit K, 91).
40. | Amada has demanded that John Mazurek pay the amount presently due by
Precision. (See Letter to John Mazurek, Guarantor, dated July 20,.2007, attached hereto
as Exhibit L).
41. Despite Amada’s demands, and in direct breach of the Guaranty, John
Mazurek has failed to make any payment whatsoever on any of the amounts due under
the Agreements. (See Exhibit J).
42. The Unconditional Continuing Guaranty states, in part, “[g]uarantors
agree to pay reasonable attorneys’ fees and all other costs and expenses which may be
incurred by [Amada] in the enforcement of this...Guaranty”. (See Exhibit K, 6).
Wherefore, Plaintiff Amada America, Inc. prays for judgment against the
Defendant, John M. Mazurek, in the amount of $1,137,752.68, and for prejudgment
interest, costs and attorneys’ fees.
Count TI
Breach of Personal Guaranty Against Pamela Mazurek
1-42 Plaintiff repeats and realleges paragraphs 1-42 of Counts I & II as
paragraphs 1-42 of this Count UI, as if fully set forth herein.
43. As a supplement to the Agreements, on or about July 20, 2006, Defendant
Pamela Mazurek executed a document entitled “Unconditional Continuing Guaranty”
(Attached hereto as Exhibit K). That Guaranty provides, in pertinent part, thatPage 13 Case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 9 of 41
“[gjuarantors unconditionally guaranty and promise to pay to Seller, on demand, any
indebtedness of Buyer to Seller not paid when due.” (See Exhibit K, 1).
44. Amada has demanded that Pamela Mazurek pay the amount presently due
by Precision. (See Letter to Pamela Mazurek, Guarantor, dated July 20, 2007, attached
hereto as Exhibit M).
45. Despite Amada’s demands, and in direct breach of the Guaranty, Pamela
Mazurek has failed to make any payment whatsoever on any of the amounts due under
the Agreements. (See Exhibit I).
46. The Unconditional Continuing Guaranty states, in part, “[g]uarantors
agree to pay reasonable attorneys’ fees and all other costs and expenses which may be
incurred by [Amada] in the enforcement of this...Guaranty”. (See Exhibit K, 46).
Wherefore, Plaintiff Amada America, Inc. prays for judgment against the
Defendant, Pamela F. Mazurek, in the amount of $1,137,752.68, and for prejudgment
interest, costs and attorneys’ fees.
Count TV
Accounting
1-46 Plaintiff repeats and realleges paragraphs 1-46 of Counts I-III as
paragraphs 1-46 of this Count IV as if fully set forth herein.
47. Each of the Agreements executed by the Defendants states that “for so
long as any amounts are owed by Buyer to Seller under this Agreement, Buyer... (h)
shall promptly furnish to Seller upon request current financial statements of Buyer.” (See
Exhibits A-G, Section B, 93).
48. Amada has demanded current financial statements from Precision, but
Precision has failed and refused to honor that demand, in violation of the Agreements.Page 14 WHEREFORE, Plaintiff, Amada America, Inc., respectfully prays for the entry of
an Order requiring Precision to account to Amada and provide current financial
statements from October 1, 2006 to the date of its accounting, and requiring Precision to
continue such accounting on a monthly basis after its initial accounting.
Respectfully Submitted,
Amada America, Inc.,
By: ou /
One of i pores
Matthew P. Connelly
Cory D. Anderson
CONNELLY ROBERTS & McGIVNEY, L.L.C
55 W. Monroe St., Suite 1700
Chicago, Illinois 60602
312.251.9600
10Page 15 _ Filed 03/28/2008 Page 11 of 41
AGREEMENT NU
Case 1:08-cv-01706 {Docyment 6-2.
ADA AMERICA, INC.
7025 Flrestone Bivel., Buena Park, CA 90621
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
tuyer (described in Hem LA, below) agrees to purchase from AMADA AMEHICA, INC. {‘Seller”} and Seller agrees fo sell to Buyer for busitess
infy the equipment and other personal properly desertbed In Hem 3, below ("Property’), on the terms and conditions set forth fn this At
nctuding wiloul imitation the lerms and conditions sel forth on the reverse hereof.
TYPE OF PRINT ONLY
a
/
CP CORPORATION ML LIMITED LIABILITY CO. ~~ ~ Tonganzen UxD SS
C) PARTNERSHIP = PROPR THE Laws OF THE
SINEET ADORESS OF BUYER'S CHIEF EXECUTIVE OFFICE
1050 KINGSLAND DR. *
E| zip CODE
fRo.Box |cny .
BATAVIA . 60510
ree here ter SET GES 33 1
i B es a yikes 3 i lanai
4 DIVIBIOH
ne civ fo neyaronne Tees
RUST URLVERY DATE enierite mE@TRUCTIONS ~~~ «PAMADA CUSTOMER NUMBER ‘cosa a ——
FOR SHIPPING POINT _ :
CITY _ & UNTY {STATE} ZIPCODE _
ALPHARETTA GA 30022) 4
AMADA CUSTOMER NUMBER [CONTACT
SINEE! ADDN
DICK CLABK...
CUS YOMER P.O. MOL
PAM630060 I
DDAYS FE) C.0.D. ¥f MONTHLY INSTALLMENTS (TOTAL NO. OF PAYMENTS
TH Gair TS DUE DATE OF FIRST INSTALLMENT “|. TAX EXEMPT PURCHASE
SOMPLETED Op it yes UNO
ell it :
AL) W
BC AMOGUIIT OF FACH MONTHLY IMSTALLMET
E.INSE
NO.MERE
(SEE SECTION
LER)
RMACHIIE MODEL NO. |B. SERIAL HO. a HIME DESCRIPTION: \
: 5 TOOL GRINDER |
p CASH PRICE [
ONS AND OTHER AUDIT
E
G
D TOTAL GASH PURCHASE,
21,6!
E BALES TAN RATE+
= ee
é ~ —
=g8 CASI DOWN PRR
.
iota) waa
WC
bette Dates
[Pp 46 |B STE 717 _ |
ion BA on pa
sol sets forth cerlain requirenrents for Insurance whith must be provided
ense review these requirements carelully with your insurance provider,
HOt
hy Buy
Buyer agrees to the terns and conditions set forth hereln and on the reverse side of this Agreement. BY ITS EXECUTION BE
ACKNOWLEDGES THAT BUYER HAS HEAD AND UNDENSTANDS THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS
CLUDING WITHOUT: LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN SECTION A.10, AN
JURISDICTION PROVISIONS SET FORTH IN SECTIONS 0.4, RESPECTIVELY, AND UNDERSTANDS THAT THE AGREEMENT CREATES
SELLER A SECURITY INTENEST IN THE PROPERTY.
Ht Buyer has elected to purchase Ue Property on an lnstatlinent payment basis, Buyer acknowledges (hat Seller has oWfered both a cash purchat
installment payment purchase price to Buyer and that Buyer has nade Ils election based on a comparison of these prices. Buyer authorizes Seller '
«Including wilhout raitatlon the dale of first payment in Her 2.0, and correct any typographical or other error on the faring page ol this /
execution of this Agreement by Buyer,
This Agreetnent shall not be binding uport Sater untll execuled by a duly aulhosized olficer or manager of Seller tn Buena Park, California. NO REF
OF WARRANTY. RELATING TO THE THANBACTION CONTEMPLALEDAY THIS AGREEMENT IS BINDING ON OR ENFORCEABLE AGAINST SE
an ena ine anne fe net —_—
THLE ge S Paris eve 8Page 16 A. Terms anil Conditions of Sale
J. Pore aut) Pier Adivsiinents, The cash purghase price of the Property is FOB point of shipment
from wilhin the United Stales as designated by Seller, end ts fie for thirly (30) days alter the date ot
tion cf Thig Agrsemant by Salla, After such period Saller may, in its discrallon, adjust the
price ol apy ynshlppad Property to reflect rast Increases and changes in market Conditions,
i give Buyer yvallten notice of any such price adjustincnts. Untess within seven (7] days alter
receiving such nolice Buyer gives Salle: yiilten notice of any objections lo any suct price adjustrnsnt,
Buyer ail be deamed to heve waived all such objections
usa or
es, Tha cush purchase pice of the Properly Is axctusive of any aid all excise, sel a
ail of
xes levied by any laderal, slats, county, municipat or other governments! authorities
the taxiig authorily, and Buyer vill reimburse Belfer therefor Such relmbursement will be mace on
dunand unless etherwise expressly age ia ariting. W Buyet clairns art exemption frony suct: taxes,
Buyer must provide aviderice of such exemplion acceptable ta Seller,
Freight charges fo shipment of ihe Property to Buyer inchafinyg taxes on freight
for the accourt of Buyer and will be billad feight collect. Fratght charges for
ccessaries will be sepprately invoiced lo Buyer and are payable net 30 days hon the dala
s Lthervise agreed in wriling.
yen of Buyet
Lrecelved by the mlntt (ath) day following lhe date due
age ot five p
cent (524) of the sineunt dus as liquidaled damages.
icliops, Seller will anange for shipment and routing of the Property in accordance
of Buyer fH any} set loth of Jacing page hergol: provided howexres, if such
incomplete of fnpracticel of dnplementation, or ino shipping instusclions are
i may, andds hereby authorized by Boyer to srange tor
ef and rouiing of the Propssty as Sellar deams approprlale, in no event will Seller be Natie for
ure of fhe catia to foflow shipping instructions of eifier Buyer or Seller, Cha will be bilted
inetruction
ONS aye
ment, Sefler may shin the Properly in partial shipments. Seller will use reasonable
Velicrts to deliver the Property by lhe requested delivery cate, set foith on the facing page
ant, bul will have no fiabllity lo Buyer for late eliprnants,
7 Bish. ctLoss sng Josuvaner. Vite to dnd all tisk of toss ct or damage to the Property will
pass fiom Seller ty Buyer al the shipping point, Unless othenvise expressly agreed iy wiiling, Ihe cost
of insurance on he Properly whita it transit will be borne by Buyer.
8. Blgaing. A costs of unloading Ibe Property Irom the carder upon arrival al thé shippteg
desiinalion and moving the Property fo the jirstallation site ave for he account of Buyer. Seller has no
fiabllitly tot the Buyer and Buyer assumes all ilek of damage fo ar toss of the Property ing in
on wih such unloading mud moving.
ation, Buyer wil, at ls expense, fake all necessary steps to prepaie the Installation site for
allalinn of the Property. re cost of insiptigtion 18 included in wie purctipse price ol tna
atlualmant of opereting perlouna Sellar
Q Jusloliatiun Inalides set up, slat up ard lnfilal ad re
hae ne iesuotatlallily or Helsllly tor sriy laure of tty of the Preperty fs meel any apple neeles bt
stindinds established by any private orgendention ur-any federal, slats, county, muntelpal of othr
Isverital sulhonity: provided, however, that Ii the event of any such fallure 16 nydel such codes oF
ids, Seller pr is delagatee at the request of Buyer, make such motificaltons to any ol the
be necessary [o bring such Properly inte compliance with any such cottes or
$ Seller detaimities thel the cost to Seller of making any suct modifications is
d len percent (10%) of the purchase pilee of the Property of thal the time aquired
any Necessary paunils oF appiovalis) is expecled lo exceed ninely (GU) days, ht which case Seller may
uppn selunding lo Buyer payments received fi respect of the cenceled portion of Ihls Aipeament less
height charges and applicable otlsels), cancel this Agresment in whote oF Ii part without twher Habliity
and provided lurther that i! Buyer so iequests, Seller may, bu} shall net be obligated to,
dowith such mouificollons at the sole sxpense of Buyer, payment lor which shail be made by
in stivance ct Sstler’s performance
roly end Limitation of Ligblitty, EXCEPT AS MAY OTHENWISE BE SET FORTH IN A
WARRANTY OF JHE PROPENTY EXECUTED OY SELLEN, SELLER MAKES Ho
WARKAUTY, EXPRESS CR IMPLIED, WRITTER OF ONAL, AND HENEDY EXPHESSLY DISGL ANS
ALL SUCH WANTIANTIES, [HCLUDIHG WITHOUT LIMPPATION ANY WARRANTIES OF
MERGHAMTABILIT? OR FITNESS FOR A PATITICULAR USE OR PURPOSE. Hi NO EVENT SHALL
SELLEA BE WASLE FOR AHY NVEMIZAL, SPECIAL, GENERAL, DIREGT OF CORNSEOQUERTIAL
DAMAGES {INCLUDING WITHOUT LIMITATION 10Q8T PAOQFITS), AND SU HO.EVERT SHALL
SELLER'S LIABILITY EXCEED THE STATED PURGHASE PRICE OF THE RPAOPERTY. .
5, Buyer represents and warrants to Seller thal Buyer has good and matkelabla title fe
ain, reterrad to in item 3.F an the facing page hereof, and that any such tade-in is in good
ering condition end will be anslerred to Seller free and clear or all claius, Glens, charges, security
yr encumbrances of any thid party. In the event that subsequent te sucht lansler any third
parly. including without Imitation Amada Capital Corporation CACC’), asserts a fien on or ather
interest hi such bace-t, Buysr hereby grants to Seller a license lo store any such vade-In ort
Buyer's premises untill such hade-in may be conveniently moved er sesuld, and Buyer will Indemnity
anc held Sellar haituless from any Joss or camage to such trade-is and ay claims against Setter
mishig ou! of such storage or any unauthorized operalian of such tade-in,
=
aieuie. In the event that Seller o: any of ifs suppliers or delegates is unable to carry out
Seller's obligations herstinder dua te acts.cf Ged or of the pubtic enemy, war, insurrection, dots.
stikns, ui8. labor disputes, fires, floods, earthquakes. natual disasters, uneyoldable casualty,
relght embargoes, shortages of labor or material, chenges in governmental policy, fais or registations
S$rcluring bul not limiled to money éxchanga of transier réshictians, fimpasitians ol quotas or limitation
al shipments}, or any other cause or couses beyond the control of Seller or its suppltas or delegalees;
whelher or not specitied above, Seller may extend tha Ume of performance of ifs obligations to such
extent as may be nacessaty to enable Safle: and Its suppliers dnd delegalees to complete
parformance ‘ith Ihe exercls2 ol reasonable diligenge afier te cause of causes of delay have been
Tetoved. fr tte event any such delay continues far 4 period of wiore than stx (6) months, either partly
tay lenninale tls abligattans hereunder by 30 natifying the other party in waiting.
x
19. Termination, Upon the occurence of av Event of Delault (as detined In Section 0.0), Seller will, fr
additien to the other rights set forth in this Agreement, have the right to Immediately temnate this
Soeement as io any wn-shipped Properly with or without notice of tetmination.
em , Buyer will defend, indenmily and bold Sellar harnless front and against any and
jing, Nabllilies, farnages, cnsis anc expenses fincluding reasonable atiomey’s lees} arising out of
or in connection vith any tse of the Propeity by Buyer or any breach of this Agreainent by Buyer.
All ct
1s on 1 “s Obligations, Gr al! installment sates the waitlen appteval of ACCT
for 5 ciher Hnancing company aS may be invelvedt to the tens of thls Agreenient is a condition
precedent ia ihe pedormanee of Seller's obligations under this Atveement, and any ct the Properly
defivered to Buyer prior to Ihe obtaining of such written abproval will be deented to be held by Buyer as
a bailes for its own benefils under a bailiment revocable al wif by Setter,
16. Finsneing, Buyer has sole responsibilily for obtaining any necessary financing for the purchasé of
' rely. Any silorts of Seller fo arrange eny such financing are solely an accommodation to
Buys and do net obligate Seller fy any way,
B. Security Inleiesl
y jily Interest. To secure payment of the purchase price of the Property, Buyer hereby
grants to S: murlly Wilerest iy fle Proper Y aud in all accessions Wierelo and replacements or
Medilleations thereal, as welt as all peocears {including Insurance proceeds) of the Ioegoiny. The
of the account of Guyes, Selter 's avtliarzed to make pryment of any stich: taxes dhectly to -
cl such compliance tincluding ibe completion of eny necessary inspections and the obtainiig of
{line request, The proceads of such ingurance shall he applied, al the option ¢
replacement, vestoralion of repair of any Property which Is lost. stolen, damaged or ¢
payment of the obfigallons of Buyer hereunter. Buyer hereby irrevocably sppoats &
allorney-in-fact, which appoiniment is coupled with an iferest, 19 make claisis toi, rece
and exerule and endurs¢ all documents, checks, or clalis tecebved! ip payment of any
under any Such policy ol inswahee. 1 Buyer fails to procure or maiitain suctr foswe
have the fight, but shall not be obligated, to obtain and mmpiniain such ine ance.
relmburse Selter for the cost thereat.
5. Covenants Reaarding Location of Property, Buyer will not remove any of the Pr
location at which instelled or otherwise change the localion of any of the Propetly 4
yeitien consent of Selter in-each tistance. EACH SIGHATORY HERETO Wilt, BE
LUABLE TQ SELLER FOR ANY ALL LOSS OM DAMAGE SUSTAINED BY SELLER A!
ANY CHANGE HILOCATION OF THE PROPERTY WITHOUT THE Prom WRITTEF
SELLEN, SPECIFICALLY INCLUDING, WITHOUT LIMMATIGH, AUY DAMAGE F
LOSS OF PERFECTION OF SELLER'S OR ACG'S SECURITY INTEREST I Tie PU
B Defeult, The occurs pal any uf the follawing sliall constitute an Event of Detaut
by Buyer in the payment, when doe ct payable of the purchase piice of the Properly 9
thereof or titeresl Hrerean: (bp any breach of Buyer of aiy representative, 4
agreement father than as fg paynient) sel forth in this Agreement or any ether agie
Buyer and Satler ov arighg by operation af law oy otherwsa, which breasts cul cu
(oly day folowing notice thereat by Selfer to Buyer; fe) We issuance or entyy b!
injunction or atlachment acaiist Buyel, the Propetty or any other property of Guyer
any notice pf bulk sais or intended bulk sate by Buyer, fe) the appointinient cf a rec
of creditors oF Rauidating agetds, the offering of a composition ar exter iter
an assignment for the benelit of creditors of the commencersent of an
fon, dissolution or Hquidalion under any ploy or other kes
debiors, lo the extent thal any of fire foragaing is by, for, an behall of or v
Insolvency of Guys, the suspension. telroiration, discharge of ynentor
executed in lavor of Seller yilh respact lo any of the obligations secured haiehy, or u
the condition or affairs (lintancial of othenvise) of Buyer which in the goud folth deters
impairs Seller's secunty ar increase its risk, .
7. Hemedies on Datdult, dor the occurrence ol an Event ef Delaull, or at any lie
Evert of Delantt shall by contiwwing, hy addilion to any ather tights or rainetites Geller
shall have any or atl of the following iiglits and remedies; (A) Seller shat hav
lemadies of a secorad purty under the Unllorn Contiensial Gode as ay effect i a
which suforcemern! bergal 1s sought; (bj Seller may, at ils option, secelurete and d
indebledoeéss secured hereby to ba-inmmedtately dug and payable; (c] Seller shalt hate
iale and exclusive p iow of any ond all of the Property,
interference trom Buyer pr tor this purpose Seller may, with or without ju
withoul pelos holice, enter peacefully upor the premises where suck Priparty may
seamove the Property fiom such lecalior for disposition ot grower to liquidate of othe
jhe Properly trons such focation, (d) Seller may require Buyet, al Buyers expense,
Propérly ane! mike it avatluble to Salter at ony inate convandan! fevatia: iene tt
Enter. (4 Mollet niay, in He sole discretion, airy Ulies and fend trie to tae. Last only
piven Buyer at least ten (My days prior written netice af Us intention ta dispese uf Mie
(s hereby Agféed to be rdgenablé nolica, tease any of the Property on such Terms ant
as Seller may consider appropriate, or salt, resell, lansier, assign, dispese of and de
the. Property, in one oe bore parcels, at the same ar differant fimes, and alt ight
therein, at public or privale sala. for cage, uphn credit or fer juture delivery, and at sur
as Setler ray determine, (f In connection with apy, disposition for and purchase
Properly, and by such purchase acquire allight, tile and inlerest therein; {g) Seller 9
lor aid on behall of Buyer make and deliver te any purchaser of any of the Prop
sullictent blll of sale or olhes evidence ol Hanster of all right. Wie and Jotarest bi and
fo Such purchaser; and ih) Seller may tis own nane oF te ibe pare of aed on beti,
and all acllong vequited to cw any such Event of Defaull, aid al! sums expended by !
such ente shall be sectred hereby.
8. Apniloation pf Procends, The net proceeds realized upon any fiquideahon or d
Prriperty, alias dadiiclion fot the expense pf refaking, holding, preparing for sale +
leasing and the like, and the tensorable alloniey’s fees and legal expenses ant! &
Seller in enforciig of exeicising any of Its righis or temadies under this Agreement, st
satislaction of the obligations of Buyer secured tudes this Agreement In such order as
eppropriaté by Sefier. Any surplus of such proceeds shall be paid fo the perso oO
enlitled therato, and the Buyer sfrall bs fable to Saflar for ard shalt inmediatety |
empint of any deliciney,
9. Buyer's Waiver, Excepl ag to the fotice ef intention to dispose of Property pio
Setier may exercise any af Ils jigils and remedies withoul demand, advertisersent or:
as may 12 required by lam, To the fullest exlent permiltad by law, Buyer waivers
protest, notice ol acceptance of this Ageeinent or other action taken in retince her
demands and notices of any description.
10.
Financing Slalemeants. Fiature flings and luther assurances. Buyer 1
execute and file financing statemanis aulfentivated records, arid fixture lilits
to any of the Progerty, in gach case withou! Buyer's signature to the ectend perm
Seller's request. Auyet shall execute one o; mote financing statements, lettre Sir
glataments or olfibr fins pursuant fo the Uniform Connndicial Code in form satis
Buyer shall take eny and all steps requbed by Seller te maintain pertection of the
granted Hereineler, or to fully assure to Beller its rights under this Agreement
G.Assian
1. Asstonmerit to Amads Capital Corporation, Unless otherwise agreed by the ¢
Seller may at any tha zesign Ihis Agreement and its rights hereunder, it whele ot
Buyer hereby waives any tigh{ to assert against ACC any clainis, delenses ov oflsets
have against Seller, and Buyer hereby expressly ayrees not to assert any siel cla
olissts against ACC.
end
nent by Buyer. Buyer may not assign, delegdte or u ansfer any ul its ight:
js Agreement to any third parly without lie prior weitten consent ol Seller.
D, Miscellaneous
1. The order of application of Buyer payments 9 at fhe diserction of Sellar Saliec im:
apply aud all of a Buyer's payment to any outstanding balances owing by Setter b
tinted to Buyer igie chaiges. .
2. folices, All notices, demands or consents requied or pertitted to be giver urd
shall be in writing aud shail be deemed effective upon detivery if delivered persovat
aiter mating if sent by first class United Slates mail, gostage prepaid, addressed! t
atickess set forth herein ov to surh other address as shail be given by either party to th
A odificatian, Ne waiver, arnrendmant or moditication
hereof or of any right or semady heveunder shall be effective unless ini writing and si
ly be bound. No lature by Seller to exercise, and ao delay by Seller in exercising. a
revviedly granted jrereutder shall opernle as a walver of any such fight, power or seit
any bight os remedy by Seller on any one occasion shall nol be c uistbued as a bar tr
right or remedy on any fuluse cecaglon, Allsights and temedies of Seller sie separa
and the exercisa of any fight of remedy shall ool fimil or prefugice the exercise of
renusdy.
3. Waiver Amendinnt_or Mo:
seciily inlarest granted hereby constitulss a purchase money security fiterest urider the Calffornta
Unllonn Conmicicial Codes. tn audifion. te security infatest granted hereby shall secme the full and
{althiut perlormance by Buyer and sit of Buyer's obli under this i fs
fhe provisions of thls Part 8 de nel apply with sapect fo COO satea al Property for
apt ls actually received by Seller hom Guyer prior fo or al the Une of delivery of the
s faciltty.
2. Inlormalion Regaidiig Buyer, Buyei tepresents and warrants to Seiler that alt of the information
aiding Guyer cel forth an the facing page of this Agreement is true and correct.
Buyer Por so fong as any alnounts sre owed by Buyer Id Seller under this
spent, Quyet ta) shall use the Properly in compliance velth all applicable laws, regulations and
ces; (0) shall malniah: the Froperty i good cundilion and repel, esondble weer and tear
ted; {e} shall pay when due all taxes, charges and iinpoaitions on the Praperly ot the owners!
Gsposition ot sale of same: (cd) shalt keep the Properly bes of all ens, charges, clalins,
mbrances of qny Wid party; (e} shall permit Seller to fuspect the Property,
lugpecl and moky extracts al allot Buyer's bouks and records relating thereto, during nennal busi
2 () shail promptly potty: Seller af the oceunence of any evenls which materially end adversely
the value af the Property as collalerat; ta} shalt prompdly notly Seber jn weitleg al any change ut
§ fe naine co ary tradename or style. the fon ty which Guyer conducts.jm business, end tha
sto Husnulal shuchse of Buyer ih) still prorplly furnish tu Seller upon eyuest current
statements of Buyer: and { shalnot, without pdor vaitien consent of Seiler, sell, assign,
2, Isao Hicenss the use of ptewge, encumber, gau! a securily interest je or digpuse of the
ry of Buys 3 rights tieietn, dy use pr Operste th Property hyp ancer olher than ax inended by
panufankner wr iy violation of any insurance policy covering the Property, of renvee or obfitecate
marldngs altzd by Belfer to the Property or give notice of Seller's security Inlerast therel: or any
nteing dasipr. a, cetksh muds ~etloring oir ihe Property, or permit the Properly Io become so
to become 2 fisture
i
ayer shail keer Ua Property tnsured against all risk of less or damage from every
hay which tosusance ts conmmpescially available, fn a coversge amount nef less than Whe
2 Gf the Fraperty, under policies providing that losses shall he payable tr Salter
to give Suller not test than thilty 0) days prior written natica of the ellectiva
tions of any such policy. Alt sdet inswance palletes shell olltercisa
Hocompanies satistaatar: io Seller Buyer. shall deliver such inapret
chy oie peldence of insurance as Seller may trom thie to
4. Court durisdinting. Ary controversy. clain, aclion or dispute arising put of |
wlll ject to the laws of the Stsie of Calilornia and Ihe parties here
matters boltg adjudicated in the jurisdiciion of California
o
5, Altornsys’ Fees. In the event any aititrotion ot fudisial actian or procterting is Inf
io any matiais relating to this Agreentarst of in the event either party szeks reff =f [test
of 1) U.S.C. Section 36? for any successor statu thereto), (hen fire party In whose fr
award shalt ba given or any relief shatl be granted or judgment shail be entered s
recover boi the other party all costs ahd expenses (inclucing atlorneys’ fees! incerra
proceeding and any appeal therefrom.
6. Sevarabilily, In the evant any proviston of pottion of any pip FOL His Agree
by a court of competent jurisdiction ta be unentorceable or iyvalt, the remsining pre
theseaf shall remain din fll force and ellert
Notwithstanding any purchase order subrnitied Buyes w
ge Herevf or allached hereto. Mis Agreement constinttes te
mn Buyer and Seller perlaining fo the subject matier herdol Any and +
Agreements oF uucerstandings hamtotore existing between H
hereof are expressly superseded arnt canaciad by tls Agreement
8. sg to the provisions af this Agreement nating
ar 5. thie J5 of te essence wit respect fo each of the teums, ane
ar his Agreanant
a. fo Parl (2 nf this Agreement. this Agreement! shall be |
shalt . succassors anu!
10, Headings, Headings. contelned in els Agreement are for purposes of ce
hot part of Gls Agresruerdd
fePage 17 EA AGE RAGE E .
Document 6-2 Filed 28/2098 Pa e 13 of HINT NUMBER L45¢
AMADA AMERI
7025 Thestone Blvd, Buend Park. CA 90621
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Juyer (desertbed In tiem 1A. below) agrees lo purchase from AMADA AMERICA, INC. ("Seller") and Seller agrees to sell to Buyer for business
nly Ibe equipment and other personal properly descubed tn Hem 3, below ("Property"), on the terms and conditions set forth In this A
neludiug without limitation the terms and conditions set torth on the reverse hereof.
{RECISION AMERICAN METALS, LLC NAME OF STYLE
OQ GONPORATON LIMITED G0,
QV PARTHENBHIP 1) PROPRIETONSHIF OTHER
STAEET ADDAESS OF HIVE OFFIGE
1050
SHIPPING HISTRUCTIONS
FOR SHIPPING POINT
REQUEST DELIVERY DALE AMADA CUSTOMER HUMBER
JOHN MAZ UREK.
EPHONE
678) 642-74
STATE | ZIP CODE ~
GA.
BILLHIG ADRESS PQ.
A
AMADA CUSTOMER NUMBER
11005 PINEHIGH-DR.
ions
BILLING INSTRU
PO. DAT
O6f
CUSTOMER P.O. NO.
PAM6300601
SALEBMAN NAME
JOHN WOODRUFF
NO,
O04
SALESMAN NO.
972
NEGION HO
72
MONTHEY INS IALLMENTS (TOTAL NO. OF PAYMEN tS
c.OUE DATE OF FIRST INSTALLMENT DL TAX EXEMPT
(10 BE COMPLETED .
BY SELLER} o-I Ol a Yes ONO
JAYS UO COD
F EACH MONTHLY INSTALLMENT
540.93
E. INSERT CERTIFICATE
NG HERE
{SEE SEC HON A2 CH REVERSE?
O. MACHINE DESCRIPTION: ONE (1) AMADA
SPOT WELDER
PRICE
BL SERIAL NO,
A. MACHINE MODEL NO 6
NEW
{408Fr Q DEMO D USED
FE TOOLING, ANIACHMENTS, OPTIONS AND OTHER ADDITIONS (INCLUDING SPECIFICATIONS) JQTY.
A. CASH PURCHASE PRICE FORM
$32,001
B.CASH PRICE FOR TOOLING!
c.
D-TOTAL CASH PURCHASE
__ “TOTAL 16 48
H.VALUE OF TRADE
LIENS 0 ALG
|
G. CALCULATE CHEDH FORT AROVE AND INSERT IN TEM Al. [J CED FOR TRADE-IN < Al
K. SUBTOTAL (H.-F. - J.) (CASH BZ
: C75 Bt
YEN'S INSUNANCE
ETS INSUTIANCE AGENCY
IWSUTANCE AGENCY'S ADDRESS
CHy VY
HOLE: Section 84 on the reverse heteof selstorth certain requirements for insurance which
by Buyer. Please review lhess requirements carelully with your Insurance provider.
iY.
>
NAME OF
yt
LTIME PRICE
M.TIME BALANCE (IC +L)...
$32,4.
$ zip
be provided
Buyer agrees to the lerms and condilons set forth herein and on the reverse side of this Agreement. BY ITS EXECUTION BEL
ACKNOWLEDGES THAT BUYER HAS READ AND UNDENSTANDS THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS Ff
IHNCLUBING WITHOUT LIMITATION THE WARRAHTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN SECTION AAG, AND
JURISDICTION PROVISIONS SET FONTH IN SECTIONS D4, RESPECTIVELY, AND UNDERSTANDS THAT THE AGREEMENT CREATES |
SELLEN A SECURITY INTEREST IN THE PROPERTY. .
H Boyer has elected to purchase the Property on an Ingtalinent payment basis, Buyer acknowledges thal Selfer has ollered both 8 cash purchase
instalment payment purchase price to Buyer and that Buyer has made ifs eleclion based on a comparison ol these prices. Buyer authorizes Geller to
hank, including without limitation the date of first payment in Her >, and conett any typographical or other error of the facing page of this Ac
execution of this Agreement by Buyer.
fits Aqeement shall not be binding upen Seller unfit exenuted by a duly authorized officer or manager ot Seller in Buena Park, California. NO REPF
SACTION CONT cae THIS AGHEEMENT IS BINDING ON OF ENFORCEABLE AGAINST SEL
a
< Z Mo On
Bile . Lhd IT Ke
THLE DATEPage 18 :
A.Terms and Conditions of Sale
Price. a Adius ls. The cash purchase price of lhe Properly fs FOB point of shipment
fom -wilhin the Untied States as desiguated by Seller, and is thin for thirty (40) days alter the date of
is Agrerment by Seller. Alter auch period Seller may. th its disereation, adjust the
of any unshipped Property fo & ct cost increases and changes in inarket conditions,
e Buyer witten police of any such pico adjustinents. Unfess within seven (7) days after
a g such police Buyer gives Seller willten notice of any ebjections td any such price adjustment,
Buyer vell be deemed te have waived all such abjectians.
2. Var he cash purchase plice of the Propesty Is exclusive of any anc all excise, sales, use or
olher laxes lavied by any lederal, state, county, municipst or other governmental authorities, all of
wlich are for Ihe account of Buyer, Seller fs. authorized to make payment of any such laxes directly to
Ihe Inving aulhavily, art Guyer will reimburse Seller therefor. Such reimbursement wil ba meite on
aravise expressly agised in waiting. Wf Buyer clatns an exemplion fiom sucti taxes,
Buyer must provide evidence of sucii exemplion acceplabte le Biter,
the account of Buye
ately
aod wilt be billed height egllect. Freight charges lor
bes
ise acpeed te wilh
ed to Guyer dnd are payable net 30 days fron: the dale
tate oF
wilt be subp
arges. Any payntent of Buyer not received by the rinth th} day following the date dua
: peicent (5%) Al the amount due as liquidated damages.
tiglions, Seller erlt anange for shipment and routing of the Property in accordaice
mstuctions of Buyer (if any) sel forty on facing page hereof, provided huwever, Hf sucty
lnstiuetions are onclear incomplete or Impractlcal of ynplerentation, or if no shipping instructions ara
sel lodh on the lasing page herect, Seller may, and ts hereby puthorized by Buyer lo arrange for
shipnent anet routing of the Property as Seller deems appropriate. in no ever will Seller Be {lable lor
tny hails of the comies 10 follow shipping Insttuctions of efter Bayer or . Charges will be bitted
ftelghl cnilect, °
Seller may ship the Property in partial shipmesis Seller will wwe teesanable
lo delizes the Propeily hy the requbsted delivery dale. set loth on the fising pays
asi heve no fabillty to Buyer fos iate shipments
Shinwent.
Le
Joss and Wisurate litte lo dnd all tsk of loss sf or datmage to the Property will
pressly agread it writing, the cost
et,
1 It costs ef uiloading the Proparty (rom the carer upon arlval al the shipping
ralfon anid isaying the Propesty fo the instatlalign site are lor Ihe account of Auye Seller has no
ably for tie Boyar and Buyer assumes ail risk of damage te or loss of the Froperty aveuring int
convection with such unigading and moving
2. Inslallation, Buyer wil at Hs expense, lake di] necagsmy steps te prepare the installation site lor
the installalion of the Propaity. St ot lnstpiiniion '§ included tn the purchase price of tha
I ly. lngtallajion includes set np, elart up end idtiel adivetment of operefiny perfounance. Setter
lias 1 tenponallsllity ae ie thy for any [othe a any of the Praparty to meet sny npplléable codes or
sliding sStablished b prlvale urgantzailon or any lederot, slat, ¢
iy Bisy fa, county, aaeipa my other
goveinnenial dullictliy: plowed, havevdy, thatin the aeencal any aticlt Dihiie 1 meal Buch cokes ar
standards, Setier of 13 delequiee will, at the request of Buyer, tnake such modlioallors to'any ol Ihe
Vroperly as may be becessary lo bring such Properly foto compfiance with any such codes or
slandsrds. unless Seller datermings: that the cost to Seller of making soy such modifications is
ere: ceed ten parcent (10%) of the purclase price of the Property br that the tine requied
to eflect such compliance {including thé completion of eny necessary inspections and the oblainirig of
anly pecessary pennils or approvals} is expected lo excned iinely (80) days, tn which case Seiler may
Coralunding to Buyer payments recelved iniespect of tha cenceled portion of this Aqrearnent tess
ght charges and applicable olfsels), eancel this Agreeining in whole or in part elthoul ln thor fiablily
fo Boyer: and provided furlher that W Buyer se requests, Seller may, bul shall not be obligated ta,
prosead with such modifications af the s
in aclvance of Seller's perlormarice.
expense ol Buyer, payment for which shall be made by
Force Maiete. In Ure event thal Seller or any of Its suppliers of delagates Is unable lo carry out
s obligations hereunter dua lo acts, o! God of of the public enemy, war, Inswiregtion, rots.
s, lnckouts, labor disputes, fires, floods, eartiquates, natural disastare, unavoidable caswalty,
ight embarques, shorlages al labar or material, changes in governmental policy, favs or reputations
ding but not limited to money ekchange or tanster restrictions, Inipositions of quotas or limitation
hipments}, o apy other cause o: causes beyond the contro} of Seller or its suppliers or delegatees,
mor pt sp ‘Wed above, Seder may extend the tine of perfuunarice of its obligations ty such
ay be necessaty to anahte Seller sud iis suppliers and delegalees ta complete
hee wittt the exercise of reasunabie diligenze alter the cause of causes of delay have beer
In the eeent any such delay cuntitives for a parod of mora than sfx (5) months, either party
imay tenninate ils obligations hereundsi by so notilying Ihe ather party int writing,
nit Jpon the vecurrdnve of an Event of Betault (as defined in Section 5,6), Seller wil in
mmpination, ¢
Vig tha other rights sel forth inthis Agreement, hava tha sight to humediately tesmtnate this
Movicalion, Buyer wit detend, Indemnity and hold Séller haumless from and against any and
. 3, Janiages, costs and expanses flnvluding ressenable altorney's ters) aising out of
neclion wilh any use Gf the Propeity by Buyer of any breach of Ihis Agreement by Buyer.
ait to Seller's Qbiteations. On afl installment sates U 3
ancing conipany as may be involved) to the teuns of Ihis Agrediment is a cundition
mvt ig the perlonnance of Selter's obfigetions under this Agieeny:
a weiter approval of ACT
$1
gieement, and any of the Property
8 “iy Buyer prior to the obtaining of sucti writen approvel will be deemed to be held by Buyer as
a haileg lor ils cw benefits under a baile revorable af will by Sefer.
18. Flyanging, Buyer has sole responsibility for obtalning any.necessaty linanchig for the purchase ot
the Fropetly, Buy éloris uf Seller ie arrsnge sny such financing are solely an accommodation to
Buyet and do rot obligate Selter fs any way. .
8, Security Interest
To secure payrmbnt of the purchase price of the Properly, Buyer hereby
ity Interest tn Hie Property, and in all accessions therelo and replacements or
fificalions thereal, as well as ali mocseds {inchiding Instance proceeds) af the foregoing. The
unily inlerest granted hereby constilules a puichase money security Interest under tre Calllonda
Unilonm Conimerciat Codes. tn addition, the securly inlmest granted bereby shall secure the full and
faithint perlormance by Buyer and il of Huver's 1s under thts A _ Mobwi ie
{he lnregoing, the provisions of ihis Parl @ do not apply with respect to COD salea ul Property tor
which payiiant & actually receiver! hy Seller fon Buyer prior to ar at the time of delivery of the
Properly to Buyers facility.
2. inlonmatien Beyarling, Bu ™
regarding Buye! set forth on the fachig page of 1
mls pnd warrants to Seller that all ef the Inlormatlan
Agreement Ig true and correct.
tg of Buyer Fur su tony es any winounts are owed by Buyer to Seller under ts
nt. Buyer fal bball usa the Propeity ir compliance with all- applicable laws, regulations and
ices; Ib) shall mataliy the Property by good condlilon and tepals, reasonable wear and tear
shal when duo al taxes. chages and huposilions op the Property or the ownership,
° p the Property free of all fens, charges. clains, security
dd party; (e} shall permit Sefer io inspect the Properly, and
oaks ald records relatiyy thereto, ducny nurnet business
inence of any evants which matertally and aciversely
tip shall promptly potily Selter in welling Of any change of
fogal name or any Fadenaime or slyfe. {he form in whitch Buyer conducts in, business, aid tha
fonal cr Tnanalal structae ot Guyer; (0) shall promptly furnish to Selfer tyion tequest current
fs of Buyer; and (i) shall not, without puor writlen consent of Seller, self, assign,
td. beensr the Use of pledge, eneunbi Fanta security interest in or spose of re
yie s rights therein, Or vse or operate tha Properly fo 9 inane: otier Ihan ag Intended by
turer on in viofalion of ay insulance policy covering the Property, of remore or obfiteraia
$ by Seller to the Property or give nolice of Setlay's secuily Interest thevety or any
2, setal nurnber, pr tetterlng on tha Property, or permlt te Property lo beconie so
ip become @ Nature,
shal promptly notily Seller of the o
ha velue of the Property as collateral
x Insured agains! all risk of fags of damage front every
: fable, ft a coverage ameunt nel fess tear the
iider pollens providing H es shail be payable to Seller
dler nal tess than thinly (20) days pilor written notice of the all
eflalions ef any suclt policy oh insu
cash purel
Sauiring #
af any alt
Vaotet
and 4
dat
Nb commpanien saustactary 10 si such inssronce
h tg Seller such other evider my front time to
hates, Freight charges for shipmant of the Property to Buyer. inciuiding laces on h eight :
time request. The proceeds of such Insurance shall be applied, at the option of
teplaceinent, restoration or repair of any Property which fs fost. slofen, demaged or de
payment of the obligations of. Buyer hereunder Buyer héréby brevocably appoints Se
atlorney-tn-tact, which appaintuent is coupled with ap inlerast, to make clabiis for recel
and exectie aid endorse li Gecunients, checks, ot dralis received in paymerd of any &
under any such policy of Insurance. ff Buyer fails to procure or maintain such isuraes
have the right, bul shall net be obligated, to obtalt and maintain such insu ance, a
reimburse Seller for the cost thereol.
5. Covenants Aeaardin t opetty, Buyer wilt not remove any of the Pro
location at which installed or otherwise change the tocalian of any of the Property
wrilten consent bo! Seller in each: Instance. EAGH SIGHATONY HERE VO WILL BE!
LUSBLE TO SELLER FOR ANY ALL LOSS ON DAMAGE SUSTAINED BY SELLER AS
AUY CHANGE IM LOGATION OF THE PROPERTY WITHOUT THE PRIDH Warren
SELLER, SPECIFICALLY HICLUDIIG, WITHOUT LIMITATION, ANY DAMAGE AF
1.088 OF PERFECTION OF SELLER'S OR ACC'S SECURITY INTEREST th THE PRO
7. Remedies on Defautl, Upon the cocurarive,of an Event of Uelautt, or at wiy tine th
Event of Deiat shi Continuing. i adiditfon to any athes sights or ramedies Seller
shall have day or alt of the following rights and remedies; {a} Seller shall have all o!
témedies of a secinéd flerty under the Unitgim Commercial Code as ty eflect in any
which ebforcement Iereof Is souglt: th) Seller may, at its option, accetarale and dsr
indebledness seeped hereby to be immediately doz ahd payable; (c) Seller shit have it
iminediate and exclusive pas: jan of any and all vf the Property, wherever Joi
interferance fram Buyer and tor this purpese Selfér may, with or without proce
without pion notice, enter peacetuily upon the premises where such Properly may 6
yemove te Proparly fom such tocathur fis dlsposilin: ur proceed! to licqet or pliers
the Property for: such feecatfomn: i Sefler cay isquie Buyer, af Ste
Property aad jnake f avalable to Geller et nny mutiny cHnvenisnt ie
Sallar: ia} Haller may, in He fieorstlen, any tine and frend finte ta Hees
fen flyer AC fesst len (10 days pilar erltten feted of ts inisilion ta dl
ic iglaby Syréed to be téacanable nutice, ease any ol tha Broperly otf 6 i
ns Sollet nay consider appropriate, o1 gell, resell; bansfer, assign, dispose of and deliv
ilie Property, fi oné ot more parcels, al the same or different times, and fll right, Wl
therein, at public or private sala. Jor case, upon credil or ter future delivery, aia af sucty
as Sefer may determine; (I) in connection with any cispssitiont for and purchase a
Property, and by such purcliaee acquita all right, lille. ani interest theretn: (9) Selier mia
lor and on behall of Buyer, make and deliver te any purchaser of any of the Proper
sufficient bil of sale or other evidenre of tretister of all right, title wid frlerest iy arvs to
to such puichaser, and (h} Seller may in lis ows nante of ht the name of arid ov behall
and all actos required id curs any such Event of Cela, and all sums expended by Se
such cure shall be secured hereby.
8. Applicallon of Procesds. The net proceeds realized upert any liquidalien os disi
Property, alter deduction fet (ne expense of retaking, frelding, preparing far sale or
teeeing and fhe like, anc! Wie feasonable attorney's fees anc legal &: ses anid Cor
Seer in enforcing or exercisitig any of fs righls ot remedies under thls A aren, she
satisfaction of the obligations of Buyer secured under this Agreement In such onter:
gppropriate by Seller, Ary suplus gf such proceeds sill be paid te the pr
enlitferd thereto, and Ure buyer shall be liabts fo Seller lar and shall inne
ameunt of any delisisncy.
's Waiver. Excep!_as to the netice of intention to dispose of Property provi
§ cise any of tS tights and remedies withoul demand, advectisemzet or Un
as may rérequhed by fav. Jo the fullest extent permitted by how, Buver waivers cle
pretest, ndtice of seceptance of this Agreement or other action taken in reliance hereo:
deinands and notices of any description.
§
1G. act
it g, Fixture fifinas and fuller assueances, Buyer hereby authe
execute arid file financing stalehisnts aulbenticaled records, aed fixture fitings at apy fin
ta any of the Property, 01 each, case wilhoul Buyer's signature’ to (he extent parmilt
Seller's request, Guyer shall execule one or more Hnancing statements, tisture Filing:
stalentents or othar filings pursuant to the Unifoe Commerctal Coda in form satisia
Buyer shall take any arid oll slaps required by Seller to maintain perfection: of the s
granted heréunday, ot la fully assure fo Seller ‘its rights under (tis Agreement,
G.Asslooment
a Capilal_ Commotion, Uniess otherwise agreed hy ihe par
ny time assign this Agreement and lis rights hereunder, in whole or fr
{ACC any claims. defenses or offsets wf
esly agrees net to asset any such claim
1. Assionmen
Seller may ot
uyer hereby waives any right to assert aval
have against Selle, snd Buyer hereby expr
olfsets against ACC,
er Buyer nay not assign, delegate or transfer any of its rights. ¢
any (hh party witlioul the prior writen consent of Selter
US
1, The dider of application of Buyer payments is at the discretion of Selle. Setler nrav
apply and all of a Buyer's payment to sry oulstantling balances owing by Seller ine
lnnfied fo Buyer fate charges
2. Notices. Alf hotices, dainands or ongents required of permitted to be given under
shalt be bi writing and shail be deemed elfectvé upon delivery if delivered personally
alter mailing (sant by first class United States mall, postage prepald, ardrassed to f
address set forth herein of to such other address a3 shall be given by either party fo tha c
3. Wai Amen {ur Modification, Ho waiver, amendment or taciication i
hereof or of any right or remedy bereunder shall be eflective untess fn writing and sigit
to be bound. Ho latuie by Seller to exercise, and no delay by Seller ity exercising, any
remady granted heteuidar shall gparate as a waiver of any such righ, power or remes
any gli or remedy by Seller on any one nccasion shall nol be constved as 3 ber too
right or remedy an any futuré occasion. All pights and remedies of Bellet are separate
and the exercise of any sight or remedy shall not limit or prejudice the exercise of ary
remedy. ’
isdiclins, Any controversy, slain, action or dispute arising cul of oF
iN be subject ic the faws of the State of Catitornia and the parties herete
inatters being adjudicated it the juriédiction of Calilornia.
4. Gourd
5. Alturneys’ Feas, In the event any atbilration or Jucisial actlon or proceading is initial
to any malters relating to this Agyezment cr in the event ellhet peuty seeks relial hom the
of 11.U.S.C, Section 362 (or any succéssor statu thereto), thién tte patty In whose uve
award shall be given ot any refiel shall be granted or Judgment shall Ue entered stra
recover fons the ote party all costs and expenses (Including atlomeys' feés} incuned it
proceeding and any appeal theseliom,
iE
6. _ Severability, in the even! any provision of portion of any provision of this Ag e
fg prov
hy a cou tg be or Rivalid, the
thateot shelf remaly in full force ated effect.
7. Ente t c Ff
worne! ing any purchade by Buyer whe
on the facing page herdof ur attached hereto, this Agreement constiites the ei
between Buyer and Seller partalning to the subject mutter harsel. Any and aff
agreements or understauinys heretofore existtig between the pales paraiilig to the
heraol ave expressly super d and cariceted by [his Agresinent,
to the provisions of Us Agresmedl ralating by
sence wilh respect to each af the lees, condi
Aime js_ol ae,
and Shipping détays, tinte
and covenants ot his Age
9. . Binding Effect Subject lo Part C of this Agreemant, this Agreement! shall-be bin
shall inure to tha beneilt ot the pasties and thet legal representatives. successors and as
1G Hea Headings contained in this Agreement are lot purposes of convenience
not part of itis Agresmant :Page 19 FARE REET RF
H Po 08/8/2008
7025 Frestone Blvd, Buena Park, CA 90621
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Case 1:08-cv-0170G.. Document 6-2 Page 15 of 41
AGREEMENT NUMBEN Lay
fe
Buyer (described In ttem 1A. below) ayreés to purchase trom AMADA AMENIGA, IWC. ¢ Soller” } and Seller agreas to sell to Buyer tor busine
only the equipmant and other parsanal property deserted in Nem 3, below (“Property”), en the farms and gentitiona gat forth tr thin
Including without Hrallatlon the tari and cond ers del forlly on the reverse hereol. .
TVAB ON DRMNT ONLY
SALE Shan NAME
JOHN WOODRUEF
SALESMAN NO.
922
AEGON NO
Th
DIVISION NO
006
AAD MET 30 DATS
O cop.
ZACH MONTHLY
MONTHLY INSTALLMENTS (TOTAL NO. OF PAYMENTS
TALL C. DUE DATE FIRST LMEWT
{10 BE COMPLETED f 6-O 7
enn _) 0 OTHER.
D. TAX EXEMPT. PURCHASE
if ves .O no
E, INSERT CERTIFICATE
NO. WERE:
(SEE SECTION A208 FEVENSE
AY SELLER)
ACMACHINE MODEL NO. C. NEW
APS CLOEMO Q USED
Al IMENTS, OPTIONS AND OTHER ADDITIONS (INCLUDING SPECIFICAHONS) [OTY.
B. SERIAL HO.
D.MACHINE DESCRIP HON: ONE (1) AMADA
SOFTWARE PACKAGE
CASH PRICE
A. CASH PURCHASE PRICE FOR
: $89, 88
B CASH PURCHASE PRICE FO TOOLINC
EF. TOOUNG
c.
D. TOTAL CASH
;
—. SALES TAX (RATE + __ %
F
G.
* Fho 81
TOTAL TO 48
HL VALUE OF TRADE-It
FE DESCRIBE THADE-IN
{LESS LIEMS U ALC
J. CBEDIT FOR TRADE-W
J
OTAL (H.-b- Jd) aft §
1H
M. TIME BALANCE (I. + “hoy L
@. CALCULATE FFOR
‘WW ABOVE AND INSERT IM ITEM df,
. SUHANG E
5 INSURANCE. AG NCY
INSUNANCE ADDRESS
CY
L. TIME PRICE
con
NOTE: Seclion B4 on the hereal sels Iori certain lor insurance which must mnovided
by Duyer. Please teview these requirements carefully with your insurance provider.
Buyer agrees to the terms and cendittons set forth herein and on the reverse side of this Agreement. BY ITS EXECUTION BEL
ACKNOWLEDGES THAT BUYER HAS READ AND: UNDERSTANDS THE TEAMS AND CONDITIONS ON THE REVERSE SIDE OF THIS ¢
HICLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SEY FORTH IN SECTION A.10, AND
JURISDICTION PROVISIONS SET FORTH Id SECTIONS D4, RESPECTIVELY, AND UNDERSTANDS THAT THE AGMEEMENT CREATES I
SELLER A SECURITY ITTEREST IN THE PROPERTY.
Ht Buyer has elected to purchase the Properly ott an insialinent payment basis, Buyer acknowledges that Seller has offered bolht 8 cash purchase
installment payment purchase price to Buyer and thal Buyer has made its election based on a comparison of thesé prices. Buyer authorizes Seller ta
qwic including without fimitalion the date of first payment in Hem 2.0, and conect any lypographical or olher errot on the facing page of this Ac
sulting ol tile Agreement by Buyer
iis Agreement shall net be binding upon Geller unlil execuled by a duly authorized officer Ge Mharayer of Seller in Buena Park, California. NO REPR
OP WAMRALTTY RELATING TO THE TRANSACTION COMTEMPERTED BY THIS AGRE TIS BINDING ON OFt — E AGAINST SEL
PIN THIS AGREEMENT. “ } A
. f
GAL flghr — ie wom DATE By
. “se eu
t DATEPage 20 A. Terms and Conditions of Sale
Pu (ie esl aly rath cnet purge pile pf tha Pig pei POR Pete af shipment
y Salleh, Birds fie! for ilvity GU) da Her th ae al
af U's Aijreatli suah balled lar ana In its distiatan, adjust tha
Butohnsé porled et ay Unshippa y to ratte el iricieases ail iiges In iliniheal Botiulitfaijis,
Sell val give Buyer wilfeh notice of any such prise adfustmetits. Uliless wititin Sever {7) days alter
ving such rolics Buyer gives Setler wrillen jiotlce of any objections to any such pilce adjustnent,
Buna val be dasined in wave waived all such objections.
s, Wie cash purchase price of the Propelty ig exciusive of any and all excise, sales, use ot
slavied hy any lederal, slate, county, municipal of ather governmental authorities, all of
yer Baller is. mrtvorized to make payrmand of any such taces directly to
aiid Buyer wil telmburse Salter therelor, Gack reivbursement wil be ede on
reise expressly agreed i wilting. 1 Buyer clahns an exernptin for such taxes,
idence of sucti exemption acceptable to Seller,
, Freight charges for Shipment of abe Propeity to Boyer, hicluding taxes on lreight
ye fot te account of Buyer and wilt be billed Heigl collect. traiqht charges Jor
ssorles willbe separalsly imviced to Buyes and are payable net 30 days from Ihe dala
blherwise agieed in wiiting.
eg Any payne of Buyst not ecelvad, by the mitith (91h) cay following te date due
Cia a iole charge of five peicent (574) of Use amount dua as Rquidalad damages.
6. Shinn
wilh the ieciha of Buyer {il fu sat [url on fading page hereol} providied jaweves, ff auch
tt
tyatlons, Beller will arrange for shipment and routing af the. Property iy accordance
Ietivefions are unclear Ineorrplate oF prea af Kplel eur ot If tte fy Histuatlanig We
SHAK on fhe facng page hereof, Seller Iney, ant ts heteby aulttoizent by Guyor to aiidagd (Gr
slifpment art roultng of the Property es Seller dems shenepth ett. tir Ho revert wall B Seller be fatsle tat
tale of tha cantar te fatlav shipping ingtuctlons of either Buyer or Seller. Charies will be bited
ih eather:
vn the Property Jo partial shipuienis. Selfer with use reasonable
2 Properly by the tequested delivery date, sel forth on the facing page
Load veil have at bifity in Buyer for late chinmanis.
ng ty Nie le dou all isk of lass af or damage Js the Propsily wilt
3 Buyer at the Bipeing point, Untess othenvise expressly agreed Ih writing, the cost
pn ihe f roperty white In transit will be barue by Boyer.
daiig. 40 casts of imloading the Property from the cater upodarival al the shipping
Hinton and moving Wie: Property {0 ihe installatinn site ee for Ihe account of Buyer, Seber has no
Nabihily tor the Buyer and Buyer Assumes all iist of damage to or lass of the Property accuring in
unloading and moying
\ Nn, Buyer will al tts expense, lake all hecessaly sleps to prepate the Inslaltation site for
the inglallation of the Proparty. The cost of ‘nslatialion is included inv Uye purchase prlos of the
Property. Installation includes sel up, stat up and inital adinstmen! of opereling pefounance. Seller
1p fesponsil ability for any faite of any of the Property to meel any applicable codes or
d by arty privele organization or-any federal, stats, county. municipal or other
epriges. however, that in the event of any such iaitire to meat such codes oy
Ss, felegalee will, at the request of Buyer, make such modilications lo any ol the
4a as tnay be necessary ty bring such Property Into compliance with any such codes oF
elles determines: that the cost lo Seffer of inal sdng pny such modilications is
te Hf xceed ten parcent 10% 4) of ihe purchases price of the Property ur that the time tequhed
to elect such compliance (i rcluding the completion of any necessary inspections ant the obtating of
any hecessaly pentils oF apmovalls) is &: pected jo exceed iihety 0} days, inv which case Seller ray
Uppn refunding lo Buyer payments received In respact of the cenceled portion of this Agreement (less
hefgtt charges and: apriteabis offsets), cancel Uils Agreernent in whole of ip part without further lability
to Buyer: and provided further that ff Bayer so requests; Seller may, bul shail not be obligated lo,
J willl such motificptions af the sole expense of Buyer, payment lor which shall bs made by
Vin advance of Sellet’s perlormance
pe a
3
wei Warranty. aug | cbpttation, iil Liability, EXCEPT ee MAY OTHERWISE gE oer Ponty ") 4
f, q 1Y EXRCUTED RYT SELLEN, 3 MA
wath ALITY, Hnege ‘on terue, WRITTEH OW ONAL, ARD MENEBY bypressty Sige LAT Mg
ALL Butta WANKAMTIES, INCLUDING WITHOUT. LiMraTion ASY. WARHANTIES OF
MENCUAHTABIUTY OR FirHEess FOR A PARTICULAR USE OF PURPOSE. IN NO EVENT SIAL.
SELLEA RE UARLE FOP ANY IHCIDERIEAL, SPECIAL, GENERAL, DIRECT Off COMSEQUENTIAL
AMAGES [INCLUDING WITHOUT LIMITATION LOSt PROFITS), avin th NO EVEMT SHALL
SELLEN'S LIABILITY EXCEED THE STATED PURCHASE PRICE OF THE PROPERTY.
ft. Trade.lns, Buyer represents and wairsids to Seller that Buyer hes good nnd matketable Bvle to
any trade-l ad io tit item 3 on thie | acing page hereof, and thal any such trade-in is In good
opereting condition and will be tansfered te Seller ee and clear or all clakns, Héns, changes, security
inintests or enciunbrances of any thhd pany. In the avent thal subsequent to such hansler any thid
perl. ietuding without fimitation Amads Gapital Coiporation ( ACC"), asserts a fies on of offer
interest ‘a such tada-in, Buyer hereby grants fo Seles a icense to store any such trade-tn on
unt} Such irede-in may be conveniently moved cc resold, and Buyer will indemnity
haunless hone any logs of damage to such trade-in and any claims against Seller
slorage or any unauthorized operation of such trade.
it
th the event thal Selfér or any of Hs supptiers or delegates Is unable to cry out
sbligalicrs hh inden due ty acts of God or of the public every, war, insurrection, riots,
lockouls, labor disputes, Hres, Ioods, earthquakes, naluval disastes, unavoivlable casually,
Treighl embargoes. shoflages of fabor or material, changes ht governmental polley, laws of requlaligns
(inching bul nol linited t9 money xchange or tiansler restrictions, Impositions of quotas or fimitations
of shiprngnts}, cr any nthet caus ond the contrat of Sellar or ts syppllers or delegaters,
vehather or not specited above, tend Ihe tne of performance ot its obligations to such
extent as inay he necessary to enable Seller and its suppliers and delegates to complete
aclortance wilt the exercise of reasonable diligence afler the cause of causes of delay lave bean
f avent any such delay continues for a period of mdse than six [6] months, elihee party
inay tenninata ts obligatins hereunder by so notifying the other parly in writing
13, lemination, Upon the becurrence of an Event of Delacit (as Uelined in Section 8.5}, Setar avill, tet
addition fo the ather rights sat forth in this Agreement, fave the tight Io hwmediately lerminate this
Agiesment as to any un-shippad Properly with or without notice of termination,
lion, Buyer will defend, Indemnity and halt Seller harmless hoy end against any and
costs and expenses {including peasonable altorney’s: feesp adsing out of
pt Hy Conmection vith any use ent Property by Buyer or any breach ul this Agreement by Buyer
(5. Gorictit nt to Seller's 0
te euch other linanchig company as may be Favolved to. the terms of Wis eel ie a at udition
atta the perornance of Seflers obligations under this Agresmen(, and any of Ihe Property
defi sed te Buyer prior to the ablaining of such wilNeri approval will be deemed lo be held by Buyer as
baile for its own benefits under a bailment revocable al will by Seller.
|. Buyer has sola responsibilily tor ablalnkig any necessary financing ler the purchase of
Any elforle af Sollee lo anange any such fingnging ara solely at aecommadalion to
Buys: and do nut obligate Sellar in any way,
8, Security tnterest
Hy frie Te secure paytienit al the purchase price of the Property, Buyer hereby
vesi in the Property, and in all accessions Userelu and replac erients OF
a, as well as at 1 thetudiog E is} of the f the
rest gianied hereby constiluies a purchase money security Iterést uader the Caltorla
Union Conmmerciat Codes. In addition, the secinity inferest granted Hereby shall secure the full and
faldut performance by Buyer and alt of Buyer's obligaions under this Ageement Nobvihstanding
ne loregaing. Ihe provisions ol this Parl Hodo not apply wilt respect fo COD sates of qopenty lor
ceived by Seller bom Buyer prior fo or at the tive of detivery of the
which paynien! Is actually re
Properly to Buyer's taciiily,
Fuyet lepresents and warrants jo Seller that atl of ihe Information
Ing page of this Agreement Is true and correct
rans of Huet, Fer so long a8 any aniounts are owed by Buyer to Seller undér this
all usa Ihe Proper \y In conpliance wiih all appilcable favs, reguialions and
; tbh gal inalilain thé Property in good condition aid repal, reasonable wear and tear
shall pay vdien due all taxes. changes and foposiliong on the Praperty or the ownership,
sate of sarne: {d) shall keep the Properly free ol all fians, charges. ctalns, security
nibrances of any third party; fe} shall permil Setter to inspect the Property, and
acts of all of Buyer's books and records tefating thereto, dusing rottecal bustrress
hall promptly nulity Selter of lhe secuence of any events which matedally and adversely
fie rehae al ihe | Property as collateral: ig} shall prow natily Seller in wait ing el any. phat 2 af
ny badenaie or style. the fon fn which Buyer conducts ir. business, the
shuchea of Buyer: ta} shat mosaptly huntsts to Seller unon request conent
Ws of ‘Buyer: and {i} shall uot, without prior wiitlen consent of Sellers sell, assign,
and, Soense ite use of pledge, anny enbat, ana 2 sacri interaést in or tiapose of | the
ys HpMs themin, or use er operala Whe F ly 99 @& Inantier oF S Inlenthed by
Ihe tranufactuia or fy elotation: of any insulance poiley cove ing the Froperty, on remove or obliterdte
any markings alte ed by Seller ts the Property ur give nolice Gt Seller's secunly Hlerest tielo or any
idesilying insiar eval number; or letteriny on Ihe Property, or permit the Property to become so
alti oe lo tealty to become p Ixus.
shall keop the Insured against al tts sk of logs fr camaya tom every
a yhich instance is.commercially available, ip a coverage aunbunt nel fase than the
pater al tha Propesty, under poliries providing that losses shall be payable to Seller
wiring the wisura! 10 give Sellat ool fs zy Brin ty {30} 1228 aifor written notice ot tha aflectee
of any such Polley. All suet aurance policies shell plherwise
ppngles satslactor yp Seller. Buyer shell de clinsesance
fer suctt ollie! weld uf Insurance as Seller tieay Tony tiie Ve
+ 8s Seller may delartine; (H in. cennection with any disposition for and
hereot are ospressly super
the lequest. Tha proceeds of such fneuranae aliall he ap applied, st tha aplinn ef
lepinceinent sstaglon of oF repel of aly Topary, vilfeli 18 teal. Slaten, danusuest vt de
i at Hataurider. Chive? Herebiy Hrévocalsht spihainls Sei
ict; onda Tea a is ediipléd wilh an iiiterést, 16 ihake clatiis for, rebel
and éxeciilé and endorge alt documents, ehechs, or dialts recelved fi payment 6f ang le
under any such policy of Insurance. Buyer fails to procure of maintain soci ingwvan
have fie right, bul shall nol be obligated, to obtain and mahtiain such insurance. at
telmburse Seller tor the cost thereat.
5, Cavenants Renardine Localion ol Property. Buyer wit not remove ary ol the Prop
Isealion al which insta! or othervise change the location cf any ol the Peoperty wil
eaten concent of Selfer in each Distance. Fach SIGHATORY HERETO WILL RE t
4A: TO SELLER FOR ANY ALL LOSS Of DAMAGE SUSTAINED BY SELLER AS
ABY Ginuee it LOCATON OF THE PROPERTY WITHOLN THE PRION WRITTEN
SELLER, SPECIFICALLY INCLUDING, WHHOUT LIMETATION, AHY DAMAGE AR
LOSS OF PERFECTION OF SELLER'S On ACCS BECUMTY INTEREST IT THE PRO
6. Defrull. The vecuieuce of any of the following shal constitule an Event ol ataull
by Buyer in the payment, hen du oy payable of the purchase price ol the Peoperty 6
theres! or interes! therean; (b} any breach of Uuyer of sny representation, sasanly
agreement (other than as lo payment) sel torts in this Agreement of any other agree
Buyer and Seller ov arising ky operation af law or olberwise, which bradrh is not curt:
(9th) day followin notice Mereal by Sallar to Buyer; (n} try igsusnes of enhy ote
Injunction br atachyent against Buyer, tha Properly ar any ofher property cf Buyer;
ally Hollee.ot Gilk suta or Flere bulk sale by Buyar; (e) tle appaintinent ol a recaieot
Gf diedilors of Hyuldating gers, Ue offering of a caimposition dr extension to esaelltes,
arp asgignefert for the brenel of creditors br the Gonnttencaitient of any filet eeu st
mide any t Mfertipioy edhe &
debiots, to the exient that ahy of the foregoing Is by. for, on wail ob or ri
insolvency of Buyer, the suspeusion, fermination, ischarge of uteniorsca
executed in favor of Seller with respect to any of fhe obligations secured
ihe conditioy or allahs Hnenciat or otheneise) of Buyer which ft the goud fait ee
impairs Seller's security or inctaase Its risk.
7. Aémedies on Defauil, Loon the ostimence of an Event of Defaull, or al any time th
Event of Betaull Shalt be comtiniing, Ins additlan to any other rights o: remedies eller ry
shatl have any ov all of tha Jollowing dehts and rantecins; (a) Sellar shall haw all of
remedies of a sectved pivly under the Liter Conmercias Code as M elect in any
which eolorcement heraol is sought: {b) Saller may, at Ils option, and dee
bidebledness secured haretiy lo be iinnediately due and payable; (2) S Wes shall have HT
bumadiaty and exclusive possession of any ond all of the Pr
interference from Bur
without priot notice, enter peasetully upon the plemises »
semdve the Properly hori such localtan far dispesitind of pro
the Property fron such tecation; (d) Selter may require Buyer, at Buyer’
Property and make it avaitable to Seller at any inulually convenient iscetna reasanal
Seller; {eo} Selléy may, tn is sole discretion, avy time and fem fine to fine, bul only z
given Buyer al leas! ten (10} days prior vitiflen notice of its inenticn te ¢ af it
is hereby agreed to be reasonable uatice, lease any of the Property on stich tennis and
as Seller miay conside: appropiate, or sell, resell, banslér, assign. dispose ol and dsliv
the Property, i one or more parcels, at the sane or diferent fimes, and alt right, Ut
therein, dt public or plvate sala. for case, upon credit or fot future delivery, and at stack
SuCTNaSE aH
ar
abd fur this purpose Seller may, willt or ¥ tout judiciat proce
¥ such Property ray b:
dle fiqeidats ce other
ense, to
Propelty, and by such purchdse axruie afl ight, tie and Inierest ther
fer and on behalf of Buyer, make and deliver te any puichaser of a yell the Mo par
sufficient bM of Sale of other seldence oF tanster of aff taht, UUs are in to
fo such purchaser, and (h) Seller may in tls own nantes or in the Hame of ard on ‘anal
and all actions required to cure any such Event of Delaull, and all sums expended by Se
such cure shell be secured liereby.
Apnticalit ads, The net ploceeds reatized upon any fyuidallon a cist
propane altel for the expense of retaking, holding, preparing for sale oF
leasing ain the like, and the reaacrable altornay's faeg and legal expenses ard cos
Seller hh entorcing or exercising any of {ts tights or resnedies under this Ageeernent. slral
Satisfaction of the obligations of Bayer secured under this Aqeeiient In such orter a5
appropriale by Seller. Any serplug of such proceeds Shall be paid ln the persan of f
entitled inereto, and the Buyer shall be fable to Seller for arct shall immediately pa
arinunl at any deticianny
9. Buyer's Welver, Except ae fo the notice af Intention to dispose of Pioperty prnvit
Seller may exercise any of tts rights dud remedies withoul demend, advertisement pr no
as tnay re requied by law. To the futlest extent perndtted by lew, Buyer valvere de
protest, notice of acceptance of this Agreement or ather action taken in reliance herees
demands and notices of sny description.
auis, Tsture filings aud funlhér assurances, Buyer hereby autle
al any iG
40. Flitancing §
erecule and fils financing statements outhenticated records, and fixtere {ili
fo any of ihe Property, tt each case without Buyer's signature to thee:
Seller's request, Buyer shall execte ons of more financing stalernenis, fix
statements ot other lilhgs pursuant lo the Unilonn Commerctal Cade in torn satis
Buyer shall lake any and all steps required by Seller ta maintain paiection of (he
qaried hereunder, or fo fully assure to Seller its rights imder this Agreen
{Assignment
yada Capital Corperation, Unless otherwise agreed hy the par
Soller may al any ssaign this Agreement and Its rights lrereunder, i whole or te
Buyer hereby walves any right fo assert egeinst AGC avy cloims, defenses or cifsets wt
have agains! Saller, and Buyer frereby expressly agrees not to assert ary such ctainy
plfgets agaist ACC.
1. Assionment.
ws Buyel may nut assign, delegate o tanster any of tts rigtts.¢
io aay tikd party withoul the price wiliten consent of Selter
D. Miscellapen!
1 The order of application of Buyer paytients Is al the ciseretion of Selfe Seller may:
apply and_all of a Buyer's payment to any outstanding balarices owing by Seller inel
Innited to Buyor Tale charges.
All notices, demands or conssnla required of permitted to be divert under
: tices.
shal te in wiiling and shalt be deemed eljactive upon delivery Wf dellvered personally |
alter mailing H sent by fist class United States mail, postage prepald, aduressed to t
address sei forth herein er la such other address 38 shalt be given by either party to theo
No waiver, anenriment of moifilication of
shall be elective unless in ysiling atid stgre
lo be bound. fa faiture by 5: uy! lot exercise, sid ie delay by Seiler by exarcisinct. any
remedy granted hereunder shail operdie as a waiver of any such sight, power or rsarec
any Hight or remedy by Selle on gay one secasion shell net be couse as a bar too
right ov remedy on any fulure occasion. All lobts and reinedies of Sailer ura séparate :
and the exercisa of any light or remedy shall not finil or prejudice the exercise of am
remedy. .
gg bodt ind. Avy cortroversy, claim, aclion or dispute arising out af or
gore at ee publect to the laws of the Stale of Catiiomia and the pariles hereto
imatiers beng adjudicated In ta jutisdiction of Calllomia.
B. Altorneys!. hy the ouant any orbilvation or judicial action or proceeding ts Initial
to any matiers relating lo this Agreement or in the event either party seel:s relief Iron the
of 11 ES.C. Section 362 {or any successor Solus thereto}, than Ihe party is whose fare
award shall be given or any tellet shall be granted or Judgment shall be entered stral
recover from the other parly all costs and dxpanses (neluding attorneys Jees! inet rect Ir
procéediny and any appeal therefrom.
6. Sevarabilily, ty the evant any provision or portion of any provision of this Agreeme
by a ceurt of carmpaleat erisdiction to be uvenlorceable or invalid, tre remaining preeisi
tereal shalt conan te full lorce and afleet.
7. Entice aust, Hoteilistiuding any purchase mdet submilted by Buyer whe
on the facing page hereof or attact nent constilites fre en!
belweent Buyer and Sellar pertaining te the subject mation hereof. Any arti sil
sgieentadts oF understandings herefolore existing between te parties perisinkig to tia
ect and canceled by this Agreement
| Tinie is of tie Rasence, Excert of to the evoslsions of Wis Agrearant relating i
abd shipping delays, tine (s of the essence will expect ia sach of the tenis, coral
and covenants ol lhis Agresment.
- Bintling Effect, &
shall inuee to U
Subject (¢ Part C of this Agreeinant, this Agreement shall be bin
Nef ot Whe parties and thal legal tpresonintives. successors and as
10. Headings, Headings contained fr this Ageament arr fot purposes of converienc:
VA
nol part of this Agissmsent,Page 21 Ben A DE SDI A
Case 1:08-cv-01706 Document 6-2 Page 17 of 41
a» mit AGHEEMENT NUMBER 1 Lae
MADINA NC.
7025 Flesione Blvd, Buena Park, CA 90621 nr
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Buyer (described in lem A. below) agrees to purchase from AMADA AMERICA, INC. (“Seller”) and Seller agrees to sell to Buyer for busing
only the equipment jand other personal properly described in Iam 3, below ("Property"), on the térms and conditlons sel forth hn this
including without Hinitotion the terms and conditions sel forth on the reverse ftereol.
VEE OR PRINT GNLY
BUYER'S FULL NANA
RECISION AMBRICAN METALS, LLC BUYER'S TRADE NAME OF STYLE
Z eee Ce . —_
2 CORPORATION Mv LIMITED LIABILIFY CO. ORGANIZED UNDER AMADA CUSTOM!
O) PARTHENSHIP OQ proemetonsuip 0 oMen _ INE LAWS OF THE IL 29BE
STATE OF:
COUNTY
ZIP CODE. TELEPHONE
60510 ( 630) 406-1
STATE
+
SINEET ADDRESS OF BUYER'S CHIEF EXEGUTIVE OFFICE [Po BOX ciHy
10 30 KINGSLAND DR. |
BATAVIA
BRANCH / DIVISION
SAME ABTA"
SINEET ADDRESS : CITY TELEPHONE
STATE
COUNTY ZIP CODE
PING INSTRUCTIONS
FOR SHIPPING POINT
AMADA CUSTOMER NUMBER CONTACT
. __LW0S PINBHIGH DR, ALPHARRTTA LGA. |__30022_—|( 670). baat
BILWHE HST AU CNOHS AMADA GUBTOMER NUMBER CONTACT
29897-1 DICK CLARK
ZSMAN NAME
JOHN WOODRUPF
= PO. D
PAM630060L
RES eat
|e ee _) ( OTHER,
TAX EXEMPT PURCHASE | EINSEMT CERTIFICATE
4 - NO.HENE
vES 1 no (SEE SECTION A.2 O11
CG. DUE DATE OF FIRST INSTALLMEN F
(70 BE COMPLETEL
ER
MACHINE MODEL NO. B SERIAL NO. M NEW | DMACHINE DESCHIP TION: ONE (1) AMADA NICE EPH
FABRIVISION CO DEMO 0 USED INSPECTION MACHINE ees FO
6. CASH PURCHASE PRICE FOR TOOLING
c {a yy |e. 44 POL
BUYER'S INSURANCE AGENCY Wes ro FAME THAME OF AGENT Ly Edd,
ENcYs ADDRESS B/ fi & ¥O BELT Fite) pe [PU. BOX
G
gale Se | a8 ERI U7 cote
ection Bi on Ihe reverse bereol sets lori certain requirements for Insurares which must be provided
Please teview hese requirements earelutly wilh your insurance providet.
Buyer agrees to the terns and condillons set forth hereln and on the reverse side of this Agreement. BY ITS EXECUTION BEI
ACKHOWLENGFS THAT BUYER HAS READ AND UNDERSTANDS THE TEAMS AND CONDITIONS ON THE REVERSE SIDE OF THIS #
INCLUDING WITHOUT LIMITATION THE WAHRAMTY DISCLAIMERS AND LIMHATION OF LIABILITY SET FORTH IN SECTION A.1O, AND
JURISDICTION PAOVISIONS SET FORTH IN SECTIONS 0.4, RESPECTIVELY, AND UNDERSTAHDS THAT THE AGREEMENT CHEATES i
SELLEN A SECURITY IWTEREST Ih THE PROPERTY. ,
H Buyer has elecled to purchase the Properly on an instalment payment basis, Buyer acknowledges thal Seller has offered boll: a cash purchase
instatlnent payment purchase price to Buyer and that Buyer has made iis election based on a comparison of these prices. Buyer authorizes Setler to
blank, ineluding without limitation the date of fist payment tn item 2.C, and coriect ahy lypegraphical or olfer ener on the facing page of Ihis Ac
esecuilon of tis Agreement by Buyer.
This Agreement shall not be binding upon Seller unlil execuled by a duly auihorizerLalticar or manager ol Seller In Buena Park, Calilornla. NO REPA
OR WARRANTY GELATING TO THE TNANSACTION pone LATED , THIS AG IE! EMENT [S BINDING ON OR ENFONCEABLE AGAINST SEL
SET PORTH IN THIS AGREEMENT. _ pet
— Ke
WILEPage 22 A. Terns and Conditions of Sale
1 Prige s Adju: 3s. The cash purchase puce of the Properly is FOB polit of shipment
from within tha Uaited Stake designated Y Seller, and is fit tor thirty (30) days alter the date of
sxecution of this Agreement by Sefle. After such perlod Sellar may, fu its discretion, adjust the
purchase price of any unshipped Property lo rellect cost ficreabes and Changes In market conditions,
Sollg: wilt glee Buyer wrillen natlee of any guch price adjustmants. Uniegs iin gaven (7) days aller
ing sucht notice Buye ylves Seller written nofice el any vbfectuns to any such price adjustment,
Jzemed lo Have waved ail such objections.
lenefving
Buyer wilt
Ie casli pirsliage prea of tha Propally 8 exclusiva of ary and all exeise, aula, use of
Ss lavied by any léderal, state, courtly, diunlélpal br other gavetinéntal dubarltiag, all of
which ae for the acvount of Buyer. Seller is authoizdd to inake payinent of arly such laxes directly (9
the taxing autharlty, and Buyer will reimbuise
wise expressly agrasd j
i
denand unless other id in writing,
Buyra inusl pruvids evidence of such exemption accepilable ip Salter,
Ui Buyer claims an éxeription tom suet taxes,
a
Fetal Chaigis, Ceti charges for sblprnent at the Propet lo Buyer inaliudbyg taxes on irelglit
5, I uny. £18 for tie avdodil of Buyer and will be biled Talgil eotteet. Fale chnyger
) aiid abtasso las will be separately livaised to Buyar and avé payable net Si days Ir f
yt
| 6 dala
of hivoice tinless otherwise apised ht wei Ing
ent
a
ues. Any payment of Buyer not peeivad by the ninth uy} day following the date dué
(alr
ths subject to a tale charge of five percent (546) af the amount due as fiquidaied damages.
will anange for shinnent and reuling of the Property In accordance
of Buyer any) Set forth on Sacing page heteok: provided however, H such
instuclions ae tinclear complete or lmpractical ot implementation, (of iino shipping structions are
sri forll on the lacing pape hetent, Baller may, and ts hereby authorized by duyes to arrange [or
shipinent anu souting ofthe Prope: ¥ a5 Seller desis approprislé. in bo event Will Seller he Table for
if tvilure of Vhe canter to lellow slipping Instuctons of cithe: Buyer or Seller Charges will be billed
height collert :
‘ping. Insuuations, Sells
Anu E
ey may ship te Property in partial shipments. Selter wlit use reasonable
eicial allonis to deliver the Properly by the requested delivery dale, set forth on the facing page
ent tid will have no Hablity to Guyer for late shipments.
soni losuratice, Vile to dnd all risk of lass nf or daihage jo the Property wit
‘ al the shipping puint, Untess olhersise expressly agreed i wsiting, the cost
ntmsuiance of tha Properly whila in bansit sill be bore by Buyer.
8 Bisging. Al casts of untoading the Froperty tom the cartier upon antyal al the shipping
On and moving fhe Property fo tre insisliation site dre for the account of Buyer, Sella: bas no
y jor the Auyer and Buye: assuntes all sist of damage io or fuss uf te Pidpedty occuriag in
clan with such unlaadiig and movitg,
inglattaiion. Puaper will, alils expense, take sil néeassary steps to prepare the tstallalion site for
a of ihe Property. Ure cost of Insigilation 18 fachitted in the purchase price qf thé
‘ ty. installation includes sel up, start up and fnitist adjustrent of operating performance, Salter
has no tesponsibilily or Habitity for any failure of any of the Property to meel any appligable codes or
standards establisiied by any piivdle organization or-any federal, state, county, municlpal or other
goverumental authorily; provided, however, that in Ure event of any Such feilyra ie meet such codes or
standards, Seller of its delagatee will, at the request of Buyer, make such modifications ty any of Ure
be uevessary to brlig such Property into compliance with any suck cones or
standards, unless Setter determines: ial the cost lo Seller of making any suct mocdticalions is
expected lo exceed fen percent (0%) of the purelrase price of Ihe Property or that the lime required
sech compltance (including the completion of any néréssar inspections and the ebtainirig of
Soy necessary permils or approvalls} is expected lo exceed ninely (90) days, in which case Sellef sry
upor refunding to Buyer payments received ip respect ot the canceled portion of this Agieement (less
height cheges and applicable olsels), concel this Agreement in whole of ity pad wlihout huritier Habitty
uyer: and provided fuilfier that W Buyer so tequests, Seller may, but shall iiot be obligated to,
f ead willy such modilicaliins at the sole expense of Buyer payment tor which shail be made by
Anver i advance cf Seller's performance.
a
10 Figures ec Unltalion of Liability EXCEPT AS MAY OTHERWISE BE SET FONTH In A
WITTEN WARRANTY DF THE PROPERTY EXECUTED BY SELLEN, SELLER MAKES NO
WARTALUY, EXPRESS Of IMPLIED, WRITTEN ON ONAL, AND HEREBY EXPRESSLY DISCLAIMS
ALL SUCH WARTAN TIES, INGLUDIHG WIT tlOUut Lintration ANY WARHAUTIES OF
MERGUAMTABILITY OF FITHESS FOR A PAHHICULAR USE QM PUBPOSE. IN NO EVENT SHALL
SELLER BE WARLE FOR AUT INCIDENTAL, SPECIAL, GENEHAL, DIBECT DH CONSEQUENTIAL
DAMAGES INCLUDING WITHOUT LIMITATION LOST PHOFITS), ARD IM NO EVENT SHALL
SELLER'S LIABILITY EXCEED THE STATED PURCHASE PRICE OF THE PROPERTY,
ns. Buyer represénls and wanants lo Séfler thal Buyer has good asd markelabla tile ta
» tetered to th item 2.F ob the facing page heieol, and that any Such irdde-tn is in gaod
pperating conditlon and will be lranslened to Selley hee and cleny or all clains, Hens, charges, security
interesis or encumb)ancer of any thid petty. in Uie event thal subsequent to such transler any third
vary, Including without Jinitation Amada Capiial Corporalion (ACC), assads a fien on or other
Mersin such bade in, Buyer haeby grants to Seber a license lo store any such trade-in on
Buyer's premises vidil Such trade-in may be conveniently mover! or resnid, and Bpyer wil! indemnity
aut held Salle: hamless from any Joss or dainage to such bade-in and any clains against Setter
arising but of such storage or any unauthorized aperation of such trade-in,
o
in the event that Seller or any of Its suppliets or delegates ts unable to carry bul
hersuncder dun ig acts of God ot of the public evemy, wer, hisurrection, rots.
faba disputes, thes, Hoods, sarthquakes, natural disasters, unisvoldable casually,
shortages cf labor or nilerial, changes i governinental policy, dts of lequlations
sot Brnfted to money @schange or travster restictions, tapositions of quolas or Eintation
ol shipments}, of any pther cause of Causes beyond the control of Seller or its suppliers or delegatees,
vinther or not Wed above, Seller may extend the tine of perlounance of ts obligalions to such
extent as aidy necessaiy to enable Seller and Hs supplieis arid delegalees to complete
pedounance wlth the exercise of reasonable diligence alter the cduss or causes of deley have beer
8 “ in the avent any such delay continues lor 8 peed of more than sfx (B} months, elther party
ay ferminate
s obligatl
s, fackouls.
phi embargoes
s obligations heroimder by so hotitying the other party th wailing.
te on, Upen the uccutrence of an Event of Belault as delined » Section 8.8}, Sellar will, Ia
addition to the other rights Set forth fr this Agreement, have the Fight to frimediately terminate this
ner RS te any un-slpped Property with or without notice of fetmnirvation.
, Buyer wil delerid, indernnity aud hold Seller hattnless fer and agaist any and
is, labilitles, damages. cosis and enges {including reasonable aftorney’s feet arising oul ot
anneciion with any use ol the Property by Buyer or any breaclr of this Agreament by Buyer.
'5 Condiltan Precedent to Seller's Obligations, On aif Instathnent safes the vrillen agiptovat vf ACC
[or such other linancing conipary as may be involved) 1 the terms of His Agieement ix a condition
eden 19. the perlormariee of Sellers obligations ander this Agreement, aid any of the Praperty
prior ta the obtaining of sucti wellién approval will ba deemed to be held hy Buyer as
v benefits under a bailinent revocable at will by Seller,
at has sole rasponsibitity for oblatring aly necessay financing for the purchase of
ellorts of Sellar to arrange any such financing are svlely an accommodation to
in any way,
the Property. Any
Buyer and do not obligate Selk
B, Secutily Interest
gi
grants lo Seller securily Interest in tre Property, and in all accessions thereto and replacements of
mouillestions Ihaeol, as well as all proceerte Gackiding insuance proczeds) af Whe loregolng. The
secniily Interest gianled hereby copstilules a purchase money securily Interest under the Catilomia
Unitoun Conmnerciat Codes. tn addition. the secturily interest granted beseby sholl Secure (ye full antt
faithlut pellormance by Buyer and all of Buyer's obligations under this Agieenient. Notwilhstanding
which payment ls actually teceived by Better tom Buyer pridr to or at the tine of delivery ol
Property to Buyer's facility.
the
s and walraists to Seller that afl cf the information
Agreement ls tue dnd correct,
2. Intonation, Bagarding. Bi
regarding
1 Buyer tepieser
lachyy page of
1 Covel a For se long as any amounts-me ower by Boyer to Seller under this
nent. Buyer (2 shall yse the Property tx compliance with all applicable flaws, reyulations and
{b) shalt maintain the Property in good conditiniy and repah, prasonable wear and lear
shall pay when die ell taxes, charges and inpositions on the Property or the ownership,
sule of same: (d) shall keep ihe Properly bee ot all fans, charges, clains, recutity
mibrances of any third party; {e} shail permit Sefler te inspee! Ure Property, and
extracts of all of Biyer's bodies and records tetating thereto, dudng ronal business
pty holly Seller of the ocgunance of sny events which materdally and adversely
af the Property as collateral, ig) shall promptly notily Seller in willing af eny change of
£ ct any hadename of Style. ihe forn in whol Buyer eonducts in business, and the
mat ot financial structure of Bayes tb) shall pmrptly feds
$ of Buyer: and {) shall not. «
td, f
ralch to Selter uport request current
fhout prior written consen! of Seller, sti,
ouse the use of pledge, enotmber, grant a sdourity interest ie or
s thorehs, pf use or pperate the Properly ih a manner other tant as bitended by
jolalion of any insutanne pollny eoerting the Property, or reniove or obilterala
by Beller to thé Property or give notice of Seles Security Interes! iberelt of any
+3, sailat number or fefleriay on the Proporty, or permit the Property to bacome so
io become a fixture,
nyer shall keop) tre Property insured against all tisk of toss or damage fom avery
fad which insurance is miverclalty a ole, in 2 coverage amount! pol tess than the
rice of de: policies pravicing Urat lossés shall be payable tg Seller
star to giv: o thar tity (89) days arlor written notice of the altective
of cancelislions of any such poticy
Hh nosupanias satis .
Seller suet
All such insurance poficies shall otherwise
Buyer shall detiver ouch insuronce.
sularica ag Selter may fram tine to
othe ewidan
ler therelor. Such relmbursement will be madé on”
- as Seller may consicer appropriale, or sell, resell, bansh
: leasing and the like, and the redsouable attormey's feds and
In
_ limited fo Buyer lale charges.
anLol Secwily Interest, To serie payinent of Ihe purchase price of the Property, Buyer hereby
Ihe foregoing, the provsiois of this Part B do not apply wlth respect la COD sales ut Propaty tot.
_ hereo! are expressly superseded and canceled by this Agreement,
Une requést. The proceeds of such insurance shall ie applied, at the option ¢
feplacerpert, vestoralion or repair of any Property which is fost, stolert, damaged ar J
paymant of the obligations of Buyer hereunder. Buyer hereby inevocably appaints §i
allorney-in-fact, which appointinent is coupled wilh an interest, to make clainis fos, tee
and execute ond endorse ell documents, checks, ar draits teacalved fa payminnd of any
poder any such policy of insurance. 1f Buyer fails 10 procure or mutnialn such ingurdt
have the right, ut shail not be obligated, to oblaly ane mefttain such insuance. ¢
tolrnburse Getiar tov tha.cust therect. .
aN fia Locstiot_ol Pingelty, Buysr will nat remove any of the Fr
ic lad or otherwise cliangé the localion of any of the Property
written consent of Sefer In each Instance.. EACH SIGHATORY HERETO WILL BE
LVBLE.TO SELLER FOR ALY ALL LOSS Of DAMAGE SUSTAINED SY SEL LEH Ag
ANY GHAHGE 1M LOCATION OF THE PIOPERTY WITHOUT HIE pron WHITTeH
SELLER, SPECIFICALLY INSLUDIHG, WHTOUT LIMMATION, ANY DAMAGE &
LOB OF PRAFEOTION OF SELLEIS On AGGT ABGUIITY INTEREST 1 THE PAL
8, Delault, Hié seeuisie of ary of the tollowleg shail coptstitula an Event af Belatlt
by Buyer in the payment, when dye ot payable of the pinchage price of the Property or
thereof or interest thereon; (hy any breach of Buyer of any representation, wana
agreement (other than as fo paynenlt set tortr in this Agreement ur any olher pgre
Buyer atid Selle: or arising hy operation of law or otherwise, which busach is nf cur
foth) day following totic Uergof by Seller to Buyer; (oy the Issuance as euty of
Injunction oF attactment against Buyer, the Propstty or any other pieperty of Buyer: |
any notice of bulk sale or inlented bulk sale by Buyer: {e] Ihe appoinlment of a rec:
of crediters oF liquidating agents, Ihe Hering of a compositton or extension t
nent for he bevelit of cvediors or lhe commencement of eny proce: ding, &
ganization, dissolution cr liquidation: under any bankwpley ér other jaws relaling
Hore, to tl tent thal any of tre loregoing fs by, for, orf behalf of or. with 9: t
insolvericy of Buyer, the suspension, tanmination, discliarge or uneniores
executed Int favor of Seller will respect lo any of the obligations secured |
the condition or atlairs Gingcclal or otherwise} of Buyer which in the gaod
hpals Seter’s secutity or increase its tisk.
7 Remadies on Dblaull, eon the ccctnence of an Evedt of Oetaull
Event of Detauil shall be coulliving. in addition to any other rights o remer
Shall have eny ot all of tte foflo iQ fights and remedies; {a} Seier shail ha 2 alt a
remedies of a secutad’ party under ie Uniform Commercial Cade as ia sifect in ant
which eslercement hereof is sought; (b} Setier niay, et ts option, accsturate and de
Indebledress secured hacby to be hnmediately due end payable, {c} Seller shalt have
fmunediate and exclusive passassign of any and alt of the Propetty, wherever fo
interlerence hom Buyer and ler dis purpose Selter may, with or willicul jodiclal proc
withoul pror notice, enter pescetully upon the premises where sucit Property may t
famove the Proparty fron. such ioeatton for disposition or proesed ta liquidate ot offer
the Property fom such tocaliort, (d} Seiler may sequie Buyer, at Bay: ap eNB 2.
Properly aud make Wt avattable fu Seller at any iulually convenient loca ESATA
Seller; {e} Seller may, ty its sole discretion, any Hime and from tise to tine. bat only
ven Buyer al feast ten (1D) days pitar wiftten nolice af Hs inlention to cisjaoss af ite
is heraby agreed to be reascnable tofice, lease any of the Properly on such ferns and
i é ssign, dispose of and delt
the Property. in ene or more paces, at the same or dillsrent times, anc! atl right. 4
therein, et public or piivate sels, lor case, uport credit or for Suture delivery, dvd af sud
as Setler may delerming; (f} iy connectian wilh any digpositiz
Property, and by such purchase acquité afl right, title and Interest ther
tor and on behial{ of Buyér. make and deliver te aly purchaser of any of the Prope
sifficlent bit of sate or olbar gvideri and inlerest in and t
to such purctiaser; and (h} Seller may dort belo
and all actlons required to cure any such Event of Default, and all sums expended by S
such cure shall be secured hereby.
s, The fet proceeds realized upen any liguication or dis
ator Me expense of relaking. balding, preparing for sale 9
§ egal expenses and co
Setlec in enfotcing or exstelsing iy of fs dghts or remediss uncer Ihis Agrsenrenl, sh
satisfaction oi (he obligations of Buyer secured tater this Agreement In such pider as 6
apgrupriale by Setter. Auy surplus of such moczed’ shail be paid 1 the parsch oF
entitled Ihstate, and the Buyer shall be liable to Seller for arid shall immediately p>
amount ot any deticiency.
8. Anolicalion ot Pro
Propert lier deduction
9. Buver's Waiver, Excep! as to thé notice of Intention fo dispose af Property prow
Salter may exercise atiy of ite ghls and remedies withoul daria, 7
as may re requiréd by law. To the fullest extent permifiad by flaw, B
prolest, notice of scceptarce of fils Agreement gr other action taken it
demands and notices of any description.
valiance herec
19. Financing Stalemants, Fisture filings and further assurances. Biryer hereby auth
execulé aid He financing stalsmems avltienticaled records. sod fixture filings at any Ur
la any of the Property, in gach case withoul Buyer's signature to the extant perriit
Sellér's récuest. Huyer shall execute one or moie Mnancing staienrents, Mixture Hing
Stalaments of other filings pursuant lo tre Uniform: Coumiercial Code hi foun satish
Bayer shall take ony and al steps requhed by Seller to maintain perecthn of the ¢
granted hereunder, vr to fully assure to Seller tis rights under this Agreement
i. AsSigenent to Amada Capilal Corporation, Uniéss otherwise agrend fy the pe
Seiler niay at any firme assign this Agreement and Hs tights hereuisdet, In yhole or |
Buyer hereby waives any righ! to assert agelist AGC any clainrs. defenses or olisets ~
ftave against Sellai, and Buyer hereby expressly strees nol ta assert yny suctt cial
oflsets against ACC.
2. Assionmani by Buyer Buyer may not assign, delegate br transfer any «f iis rights.
under this Agreement fo any third party without tha pifor sitlen consent of Seller
0, Miscellaneous
tion of Selle, Sellar may
1. The order of application ef Buyer. payments ts al the me
i eq ie
apply and all of a Buyer's payment to any ovistanding balances owing by S|
2. Maticds: All natices, demands or consents required or penmitied lo be piven under
ghall ta in writing and shall bs deemed elfective upon delivery if delivered personally
ailer matting Wf sent by first class United Slates mali, postage piepald, addressect fo
address set forth herein or ta such other addiass a8 shall ba given by either party to the
dillealion, No waiver, amaniment or nupcilicétion ¢
hereot or rel hereunder shall be ellectlvé unless in writing and sigr
to be bound. Fo fatlue by Sellet to exercise. anti no delay by Seller in exercising, any
raniedy pranted hereunder shall operate as a walver af any such right, power or rene
any light or remedy by Sefles on any one occasion shall not be constrbed as a bar to +
ght or remedy eit any fulure cecaston. All rights and remedies of Seller ute separate
auct the earctse Of any tight of remedy shall nol lini. or prejudice the exercise of at
remedy.
3. Waiver Amendment
‘of any rink
4. Court Jurisdiction, Any controversy, claiin, ectlon or dispule arising out of or
Agreement will be subject to lhe laws of the State of Calornia and the pat ies heralc
matters being adjudicated jn the julisdiction of Catfernta,
§. Aftomeys" Feas, Ii te event any abilralton or judicial action et proceeifing fs lnitid
to eny matiers relating io Ihls Agreement or i the event eiles party seeks relief flora the
of 11.5.6. Section 362 for any suceesser statue Urereto}, then the party br whose fave
award shail be given or any relief shall ba granted or judgment shall be entered sl
recover fron the other party all costs and expenses (includiig altoineys' feds) incurred |
preceeding and any appeal therefrom.
6. . Severabillly, In the event any provision or portion of any provision of Ihis Agreemt
by a cobrt of competent jurisdiction to be unenforceable or fiwvalld, the remaining provs
thereof shail restiahy in hut toree snd afent.
7, Ente Agreement, Hotwitistanding any purchase order abbrhitted by Buyer whe
on the facing page hereof or altached hereto, tis Agreement constitutes the er
between Buyer and Seller pertaining io the subject matter hereof! A ned all
syreéments or understandings heretolors existing between tha parties padainiig te thi
i ipe Fasence, Ep as to the provisions of Us Agreement retating fs
a phere v8. time fs of te exsence with apact in nach of the lenis, commit
and covenants of this Agrennrent_
- Binding Subject fo Part 6 of tide Aqeeiterntt, this Agreement shall be bit
i inure tu the Lenelft ol the partles and thai legal representatives, successors aid s
{U. Headings, Headings contaitted in this tase fon of conve
nal part of this AgeeamrentPage 23 Rae sUR RERGE F
Case 1:08-cv-01706 Document 6-2
PVE ANI AN AA
7025 Fresione Blvel., Bund: Par, CA 9062}
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Buyer (described in tein 1A. below) agrees to purchase from AMADA AMERICA, IHC. ("Seller") and Seller agrees lo sell to Buyer for busine
only Ue equipment and other personal property described in Hem 3, below ("Property”}, on the terms end conditions sel forth in this
Including without limitation the terms and conditions sel forth on the reverse hereo!.
Page 19 of 41 _
AGREEMENT NUMBER = Ld
th yg Be a
TYPE OF PRINT ONLY
BUYERS FULL, NAN BUY RAE THAGE NAME OM @fyLt
ROIBION AMETUGAN METALS, LLG
u LiAMILITY
CUSTOM!
IL) CORPORATION LIMITE
CE PAHINERSHIB OB OSH Cf GTHER Ik 198
SINEET ADDRESS OF BUYEI F Tive OFFICE [PO BOX ZIP CODE EPHOME
1050 KINGSLAND DR IL
BATAVIA GOSLO 630) 406-7
CORIPANT BAME BRANCH / DIVISION
SAME AS "A"
STMEEP ADDRESS CITY ZIP CODE
REQUEST DELIVERY DATE UCTIONS AMADA CUSTOMER NUMBER
SHIPPING
BILLING ADDRESS P.O. BOX COUNTY ZIP COBE ELEPHOHE
BILLING INSTRUCTIONS
AMADA CUSTOMER NUMBER
CUSTOMER BU, NO.
PAM6300601
SALESMAN NAME
JOHN WOODRUFF
SALESMAN NO.
922
DIVISION NO.
005
HEGIOLL MO.
72
“30 DAYS 1 C.0.D. 2) MONTHLY INSTALLMENTS (TOTAL NO.QF PAVMENTS OU) OTHER
AMOUNT OF EACH MONTHLY INSTALLMENT C.DUE DATE OF FIRST INS D. TAX EXEMPT
OBE CC TED —
A aeuen) 54 6 IT Ff yes
E. INSEAT
NOOHEME
{SEE SECTION A.2 Ol REVERSE
(2 no
A. CASH PURCHASE PRICE FORT
$121,00
B. CASH PURCHASE PAICT FOR TOOLING
A. MACHINE MODEL HO
MP1225NJ
B. SERIAL Ha,
c. NEW | D.MACHIMNE DESCRIP TIO‘: GNE (1) AMADA
Q DEMOW USED MANIPULATOR SYSTEM
OPTIONS AD OTHER ADDITIONS (INCLUDING SPECIFICATIONS) [QTY, PRICE
c.
DL TOTAL PRICE
$121,00
E, SALES 1 (RATE 4+ %
TOTAL TO 4B
Hf. VALUE OF TRAQE-IN
ae . __ [LESS LIENS ALC
G. CALCULATE CNEDIT FOR TRADE-IM ABOVE AND INSERT IN ITEM 41. |. CREDIT FOR TRADE IN
$24,2¢
5) (CASH By
$96, BC
PRICE DIFFERENTIAL (M,
4
<
i. SUBTOTAL (H.- 1.
BUYER'S INSURANCE
NAME OF AGENT L
‘Z |P.O. BOX
oy
3Y'8 ADDNESS
VEGME
HOSE: Section 6.4 on the ¢ heredl sets furtt certain wquirerends for insurance which must be provided
by Buyer. Please seview Wiese :
8
ements carefully wih yout insisance provider.
M. TIME BALANCE (K. 44)
CIty sl ape ‘ $122,73
Buyer ayrees to the Jerins and conditlons set forth berely and on the reverse side of {his Agreement. BY ITS EXECUTION BEL
ACKNOWLEDGES THAT BUYER HAS READ AND UNDERSTANDS THE TEAMS AND CONDITIONS ON THE REVERSE SIDE OF THIS A
INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN SECTION A.10, AND
JUNISDICTION PROVISIONS SEY FORTH IM SECTIONS 0.4, AESPECTIVELY, AND UNDERSTANDS THAT THE AGREEMENT CHEATES Ii
SELLER A SECURITY INTERNEST IN THE PROPERTY,
" Buyer has elected to purchase Ihe Proparly on an installment payment basis, Buyer acknowledges thal Seller hag offered both a cash purchase
iustalloent payment purchase pilce lo Buyer and that Buyer has made its election based on a comparison of these prices. Buyer authorizes Seller to
blank, including withoul finitation the date of first payment in ile 2.C, and correct any lypographicat or other enor un the facing page of this Ag
executlon of ihis Agreement by Buyer. .
this Agreement shall nol be binding upon Seller until execuldd by a duly Buthorized officer or manager of Seller in Buena Park, California. NO REPA
OR WARRANTY RELATING TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IS BINDING ON OR ENFORCEABLE AGAINST SEL
SET FORTIN THIS AGRE - “Of if
On SRY TORT TE Z
of ee
Me WN igee 2 4 a DATE ae
THLE TEPage 24 .
A. Terms and Conditions of Sale
a ce Adjustments, We crsii purchase price of the Property is FOR point.of shipment
from within the Uniled States as designeted by Seller, and is Tiny foe Uhiely G0) days aller the data ol
execution of this Agreement by Seller Alfer sugh perlod Seller may, in its discretion, adfust the
purchase pice of any unshipped Property to rsttect casi increases And changes in market conditions,
Sellar will give Buyer wiilten notice of any such price adjustitents, Untass milhin seven (7) days after
ving such joilce Buyer gives Seller wrllten notice of any abjectons lo any such price adjustment,
tec!
Buyer will be deemed to have waived all sutl objections.
] The cash purchase price of the Properly Is exclusive ol any and all excise, sales, use or
other taxes levied by any leveral, slatr, counly, municipal pr other goverurental authorities, all of
which are for the accoun! of Buyer, Seller is authored to make payment of any such taxes directly to
the lasing aulborty, dnd Buyer will reimburse Seller therefor, Such reimbursement wil be made on
destand unless ctherwise expressly agreed in welling, Buyer claims an sxemption hem such faxes,
Buyer must provide evidence of such exemption acceptable ta Selfer.
Wt Charges, Freight chatgas for shipment of the Pioperly tg Buyer including taxes on freight
, Wony, are for the account of Buyer and will be biled freight collec! Freight chatyes for
cing and accessories will be separalely invbised to Buyer and are payable net 30 days from the date
of inveice unless ofervise agreed in writing .
al Lal
b pages. Any payment of Buyer nol received by he nlath (9th) day following the dale due
will he subjec I fr
atote chaige of five percent (526) of the amount due as tiquideted damages
B Shipping instuctions, Seller will avange for shipment and rouling of the Property is accordance
wilh the instuntions cf Buyer ff any} set fort on fachig page herdet provided however, # such
Hructions are suclear lrcornpiele or fnpracteal of ingplementation, or if na shipping instrugiious are
lor ait the facing page hereof, Seller may, aud ts hereby aulhorzed by Guyer fo avange for
anent ang ruling Of the Property as Saliel deems appropriate, tn ro event will Setter be tate tor
y lailive of the canier to follow shipping instructions a effhar Buyer or Sellar, Charges will be billad
heiyht collect, .
6. Shintnent, Setler may ship Ihe Property in partlat shipments. Seller will use reasonable
commercial elforts to deliver tha Properly by the requested delivery dala, set forth on the lacing page
herend but sill have no fiability io Buyer for ‘ate shipments.
file, Risk of Loss and Insurance, Title to dnd aff isk of toss of of Sainage to the Property vilf
pass fh a Buyer at lhe shipping puint, Untess othervise expressly egread in vatting, the cost
of insurahes on the Property while i transit will be borne by Buyer,
8, jigging. AN costs of unloading the Property Wom the carter upon arrival al the shipptug
Gestinalion sie moving Ue Property to the installation site are fof the account of Buyet. Sellor has no
Nabitity for the Buyer and Buyer assuines all rise of damage UW ar toss of the Properly occuring in
conneclion wilh such untoading and inaviny
tus Buyer wit, at its expense, lake all necessary steps to prepare the Instailalion site for
fhe Insisllelinn of lhe Property. The cos! of iosialistion fs Includell iy the purchase price of the
Fronerly tastallation includes set up, statl up and iniflal adjustment of operating perlounance. Sellér
has ne responsibility ot ability for sity failure of eny vf the Property to mest avy eppticabls codes or
fads established by any pylvale organization or any federal, state, county, municipal or other
goratonenial authority; provided, however, that ti the event of ariy such failure to meel suelt codes or
slandaids, Seller or its delagalee will, at the request of Buyer, make such modifications to any ot the
sary Io bring such Propeily into compliance with any such codes er
lads, untess Salley deteimines: thal the o to Beller of inakiig any such modillcations ig
expecled to exceed fan parcent {[0%6) of the purchase price of the Propérly or that the time required
effect such compliance deluding the completign of any necessary inspections and the obtaining af
any necessary permis or approvaiis} is expected to exceed ninety 80} days, in which case Soller may
upon refunding fo Buyer payments received in sespect of the rdnesied pnriion nt His Aqreement Yess
and applicable olisets}), cancel this Agreement ft wliole or hr part without fun thier fabiily
ided futher that f Buyar so requests, Seller may, but shall not be obligated to,
ad aif such rocdilications at the sole expense of Buyer payment for which slrail be made by
Vin advance of Soltct’s porlounance.
2
Jilly, EXGEFT AS MAY OTHERWISE BE SET FORTH IN A
WAT ROPEATY EXHGHTED BY SELLEN, SELLER MAKES HO
WARRKAHTY, EXPRESS OH IMPLIED, WRH TEN OF ONAL, AUD HEREBY EXPRESSLY DISCLAINS
ALL SUCH WARRANTIES, INCLUDING WITHOUT LINTFATION AHY WARRANTIES OF
MERGHUANTABIUTY OR FITHESS FOR A PARTICULAR USE DOR PURPOSE. IH RO EVENT SHALI.
SELLER HE UABLE FOR Ay INCIDENTAL, SPECIAL, GENERAL, DIRECT ON CONSEQUENTIAL
DAMAGES PUCLUOING WHHOUT LIMITATION LOST PROFITS], AND HINO EVENT SHALL
& 1"S LIABH ITY EXCEER THE STATED PURCHASE PRICE OF THE PROPERTY.
B
tt. Th Buyer represents and warents to Selle that Guyer has good and marketable tile to
any trade-in, telerred to in lem 3.F on the lacing page herect, and that any such leace-int is in qaod
operating condition and will be tamstevred to Seller tree and clear or all clatnis, liens, ehelyes. secuily
Inlerests of engutnbrances of any third party. In the event that subsequent to such (ransler any tbird
patty, joctuding without limitalion Amada Gapitat Gomporation CACC), asserts a lien on ur other
iletestin such lsde-ln, Buyer hereby grants to Seller a ticense lo store any such trade-in on
Buyei's premises unlll such lrade-In may be convenierlly, neved of resold, and Buyer will Indenynity
and bold Selle: harafess fom soy fess or daniage to such hade-fy and any claims agsinst Selfer
atsing out of such storage or any ultauthonzed operation of sucit trade-tt
fdataure. iy the event thal Selfer ot any of {fs sunpilers or delegates fs unable to carry out
# obligations he sunder due to avts.ef God or af the public enemy, wer, Insunection, ricts,
ikes. lockouts. labor disputes, ies, Noods, eatiquakes, natural disasters, unaveldable casualty,
Leight embargoes. shortagss nl fatior or material, changas in gavernsmental policy; laws or regulalines
{including but vol limited to money exchange or Wanster restrictians, faiposiltans af quotas or linitation
df shipments}, or any othe! cause o: causes beyond the corlrpt of Seller of Its supphers or delegaleas,
elher or nol specitied above, Seller may extend Ihe tine of performance of its obligations to such
exlontas way be necessary lo enable Seller and Ite suppllefs and delegatees to complete
pertonpance with the exercise ol szasonatie diiqenge allel the cause ur causes of delay have been
ent atly suc delay continues lor @ perod of mere than six (6) months, elther party
obligations herewuider by so notifying the othe: party fe writing.
13. Tennination, Upon the occurrence of an Event of Delauit fas defined tn Section 8.6}, Seller wil, ia
addilisn to the other fghts sel forth in this Agreement, have tha rigtil fo frunediately teruinate this
Aqgieament a4 to ary un-shipped Property wilh or without notice of termination.
(4. Jodemnification, Buyer vill delend, Indemnity and bald Seller harnless from and agaist any and
all ctaims, I damnages, costs aud expenses {including reasonabla attorney's fees) eiising oul of
cri cosmection with any use of the Pronely by Buyer ov any breach of this Agreernent by Buyer.
15 Gonditlen F 19 Seller's € \ sales the written approval of ACT
2
{@ such giher Hnancing company as may be involved] to the terns of Ins Agreement is a cundition
p irs the: ofl Getlar’s ie under this Ag and any of the Property
yer prior to the abtaining of such velllen approvel will be deemed to be held by Buyer as
wit benefits under a balinent revocable at wll by Setter,
9. yer bas sola responsibilty for eblatuing ary nécessary Hnancluy for the purchase of
atty, Any eflasts of Seller to arrange any such financing are solely an accommodation to
d-de not obligate Seller in any way,
lnteiest, fo Secure payment of the purchase price of the Properly, Buyer hereby
nurity interest in the Property, aid in all accessions thereto and replacements or
ol, as well as alt proceeds (inchiding insurance proceeds} of the locegeing, The
security inlers ented hereby cousUtules a purstase money security interest dnder the Calflora
Uniform Commercial Codes, $n addilfon, the secuiily interest granted hereby shall secure the full aud
Tallltul perttormance by Buyer and afl of Buyer's obligations wider this Agreaiment. Notwithstariutny
{he fnequing, the provisions of Mis Tat B do net apply with respect to COD sales al Property for
yhich paymipot is actually tecelved by Sellar fom Buyer ptide to or at tre thine of delivery of the
Ficwerly le Buyer's favitily.
Begarding Buyer Buyer epesents and warrants fo Seller that alt of the Informations
setioss | RY
fing Buyer sel forth on the facing page of Wile Agresment fs true ard correct.
enanls ef Buses For so long as any pmounts ars owed by Buyer to Seller under this
yer fe) shall the Property, I coripliance witli all applicable tars, regutations and
ib} sfiall maintain ihe Property in gooil condition and repatr, reasonable wear and lear
pay wheredue all tines, charges and impesilions on the Property of the genership,
sala of sara; {dj shall keep the Properly tee of al Hans, charges, ctatins, securlty
ambrances of any third patty; (a) shall pormit Seller Jo Inspect the Properly, and
z tr ol all of Buyer's Pooks and records relating thereto, duting nonual business
{9 shall prey Wy nollfy Seller of the eceuranee al any events which materially and adversely
he value of the Properly as collateral: (shall proxnplly noviy Seller in writing ef any Chany ol
legal nang UF any edemsce op style, the torn ts whiel: Buyer canduels ia business, atrd the
nator fivanglal stuctue of Buyer; th) stall piomplly hunish to Seller upon request coneut
clal stalumerts of Buyer: and {@ shall not, without pric: wilitens consent of Seller sell, assign,
sauge, Tease, fsrui teense the use of pledge, ancinnber, gmt a security interest fn or dispose of the
Proporte OF Buysr 3 fights therein, oc use or opiorate Operty in a moner olfter than as Inteaded by
fhe manutacture «J fn violation of any insurance policy covering the Property, or (émeve or obliterate
ar inalkdngs al by Seller to the Property of ofve notice at Seffar's serutlty Inlerast tharéin er any
Ieleriat ying Wisi, , Seral purnibes; or tetlelngy on the Property, or peirnlt the Propesty to become so
voiloealten fe bedonre a liste.
jnspecl and make:
1c
8, Moyer shall keeys Ibe Property Insured against alt dsk of loss er damage Pom every
misoever lox which insvisnce ls ccueicially available, Ip a coverage amount nel fess than the
pice of the Properly, unde! policies providing Urat losses shall be payable to Setier
Sailer sat aes Barty (Op days: witless siofice df the effective
4 Canegiatons DF any SUEh policy. AH such inguronce policies shell Ou a
ard nith companies satisiectory ty Seflar. Boyer shel deliver such ests ance
oe shall furnish to Seiler such other evidence of jesurance as Seller ntdy from tithe to
_ LOSS OF PERFECTION OF SELLER'S Of ACC'S SECURITY INTEREST 11 THE PAO
6, | Default, Nre occurence of any of the following shall constitute ats Everil ot Detault
by Buyer in the payinent, when due or payable of te purchase piice of the Praperly or
{hereof or interest thereon; [by arty breach of Buyer of any representation, warrant
ageement {other Ilhan as [9 péyntertt set forth fn this Agreement or any other agree
Buyer and Seller ov prising by operation al or othersisa, which brearh fs nit ctet
{Oily day following ndtice Miereot by Seller to Buyer: fe) the Issuance or entry ef
Jojuneiion or atiaclinent against Buyer, the Property or ay other property of Buyer; fr
ary notice of bulk salg or Miended bulk sats by Buyer; (g) the appointment of a receive
of creditins of liquidating egents, the offering of a composilion or extension to creditars
an assignment for the bevelit of treditors ar the commencement of airy pivceeding, Bt
feorganizalion, dissolulion or Hquidation undet any banteuptey or other laws relating
debtors, fo the extent (hat any of ie foregoing Is by, for, on behalt of er willtrespect 1
insolvency of Buyer, the suspension, termination, dischamge or unentorecabilily of
axecuted In favor of Seller with respect fo any of ihe ebligations sectnsif hereby; ar th?
the tendition | 5 ‘i ot athe wise) of Buyer which in the good faith datermh
impalrs Saller’s securlty or hicrease Hs risk:
7. net! Jpan the octtgrenée of an Event of Ceteutt, gr a!
Event of Dela all be Contiiny, in addition to any ather rights oc remedies Sell
shail have any or all of tha following rights and remadies; {a) Setter shat! have all of
jemeties of @ secured party uncer the Unltoris Commercial Code as in eflect in atty
which enforcement hereof Is sought: (bo) Selter-niay, at Us option, accelnate and de
indebtedness secuied heréhy to ba immediately due and payable; (2) Sefler shalt have
immediate and excluslve Pussesston of any and all of the Property, wtarever tar
interference from Buyer anc for t purpase Selter mnay, Wilh or Wiheut judicial proce
wlihoul prot notice, enter peacehilly upnn the premises whete suck Properly may b
renova the Propenty from such location fer disposition of proceed to liquidats of other:
The Property from auch location; td) Seller may toque Buyer, at Buyars wqrensy, 1
and inake Hf available tu Seller al any imulually conventent location reasonal
§ Sellet may, in Hs sole discretion, say time and from tine to tints, Lot only
gen Buyer at igas( fen (10) days prior veitferi natica of its intention to dispose af the t
is hereby agreed to be reasonable natice, lease any of the Property-on such farms an |
as Seller may consider appropriate, or sell, resell, larsfey, assign, dispose at and detis
1hé Pioperly, in oye or nore peucets, at fhe same or different times, ane all sight, WW
therein, 8! public cr private sale, lar case, upon eradit or for fylure deliver
as Seller may determing; (7 in connection with any disposition for and puichase ar
Properly, and by such purchese actuhe allright, tile sid interes! thereln: ty} Gellec ma
for and on behall of Buyer, inake and deliver le any puichager of pny of the Proper
sutficient BH of Sais or otter evidenre of transfer of aif sight, He and Wierest ie and te
fo such purchaser and (h] Seller may in ls own name or in the name of sud on bell
and ail actions required to cure any such Event of Osfauit, anc all suing expended by Se
such cure shall bé secured hereby:
0. Applléation of Procesdé. The nel proceeds realizad upon eny jiuicaliun on dis
Propedy, aller deduction for the experise of retaking, holding, prepatiiig for sale or
lefising and We lke, and the reasonable atlormey’s fees and legal expenses and tor
Seller in enforcing or exerciging any of ils rights or remedies under this Ayreenientl, sha
satisfaction of the obligations of Buyer secured under his Agreenrert he ovdet ax 1
appropiate by Seller. Any surplus of suoh procseds shall be paid to the persan or
enlitied therelo, and the Buyer sitall be Hable fo Seller lor ancl shall iesediately y+
amonnt of any deliciency.
18 Waiver, Excent a8 to ihe notice of intentioh to dispose of Property prov?
Seller (way exercise any ot its tights and remedies withoal deuerd, seman of 0
as may ¢2 required by law. To the fullest axtent petiniliad by law, Buyer walvers de
protes!, notice of acceptance of this Agreement ér other action taker iy sefiance here
demevids and nolices of any description. .
9 Buve
fver
to, Financia Slalements. Fixture ings and furiier assuances: Buyer hereby gutl:
execute aud fig financing statemdnts authenticated records: aud lixtire Mings at any ti
to any of the Property, in each cése without Buy signatwe to the extent parsdt
Seller's regiest, Buyer shail execute one of more, Hnancing Statements, fixie flirwr
statements or other filings pursuant fo the Uniform Commercial Code fr foun sali:
Buyer shalt take dry and alt steps tequked by Seller to maintain per fecildn of the
granted hereunder, or lo Tully assure lo Seller ils rghis imdar this Agreement
1.. Assioninent t Capijal_ Cocporalion, Unless olherwise agreed by the pe
Seller may a! any time ess: this Agreement and Its sights hereunder, bewtiols ork
Buyer hareby waives any right to asser! against AGC any claims, defenses or olisets
have against Seller, and Buyer hereby exptessty ageees net ta = any such clair
lisets against ACC.
2. Assioumant hy Phiyer, Buyer may rot assign, deleqdte or transter any ol its tights. 4
under tis Agreement lo any third parly without the pitor writlert consent of Seiler
D. Miscellaneous
4. The order of applleation of Buyer payinents |§ at the discretion of Seller. Selter may
Bpply and all of @ Buyer's payment to any outstanding balances owlig by
limited to Buyer fala chardes.
2. Notices, All nelices, demmanits or consents required o7 permitied to be given under
Shai be in yaiting and shail ke deemed effective upon deveiy Ht delivered personaly
alter mottling if seat by first class United States mail, postage prepaid, eddressed to
address sel forth hereth.or lo such ather address as shail be given by efther party th the
4. Waiver Amendment or Mecificalian, Ho walver, amendrnent or modification '
hereo! of of any tight ot winedy bereundel shall be elective witless In writing and sig
fo be hound. No failure by Seller lo exerclse. and no delay by Sellar inv exercising, ary
remedy grsnted hereurider shall cpersie as 2 waiver of any such right, power or teme
any tight or renedy by Seller on sry one uecasion shall nol be construed as a har io +
fight oF remedy on any fulura occasion. All ights and femedies of Seller ora separate
and the exeicise at any tight or remedy shall nol felt of prejudice the ex enfin
remedy.
4. Gourl_Jurisdicion, Any corioversy, claim, action or dispute atising out bt ov
dgeement will be guibfect to the laws gf the State of Callforsia sad tha corte: berelt
malters being adjudicated in the jurisdiction of Catilornta.
5. Altameys’ Feds, In tlie event any arbitration or judicial action or pracescsng is initia
i 5 ates relaling te Ihis agreement or in ihe event either parly se el froviy thy
of 14 U.S.C. Section 362 for eny successor stalue thereto}, then the party to whos: lave
award Shall be given or any relief shall He granted or judgment half he entered sh.
recover from the other party eff costs and expenses (including altomnays’ Ines} lnciared |
‘ precebding and any appral therston,
5. Sevarabillly, fi the event ary provision ot portion of any provision of tus Sree
by & cout of competent jnisciciior ta be unenforceable or fivalid, the cenaivfra prowl:
thereof shall remahy hi lull force and effect,
7: Ente Agrenent, Ngbwlthstaniding any pirchaga cider subrniticd by Buyer wht
on the facing page hereot or atlached tereto, [his Agreement cousitvter te et
hetween Buyer aad Setler pertaining to the subject matter fies Aue aet alt
agresments Gr understangmys frmetofore esting belween the partion pertrine «gto tr
heraof are exmessly superseded and canéeted by this Agreement!
a. onus ts, ef tty ante, Excbptes to the provisions Of this Agreemant! tating &
and shipping delays, lime is af (he essence wilh respect to gach of fe leeus, Conetl
and covenants of ihis Agreement
Subject to Parl C of flils, Agreement, this Agreen iatl be bi
ell of Ihe paitigs and their legal representali. es. su ams and e
10, Headings, Headings contained in tis Agreement are be pe poges of convenient
nol part of tis Agreeinent!Page 25 fesione Bivel, Buener Peg
tn AEE HARE
GCA 9062 |
Ge
Page 21 of 41
AGREEMENT
NUMBER LL
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Buyer (described hn Hem 1A. below) agrees to purchase froni AMADA AMERICA, INC. ('Seller”) and Seller agrees to sell to Buyer for busite
only the equipment and other persorial properly deserlbed in flem 3, below
Inchucing without (nilintion the terme and conditions get forfht on ile raverse hereol,
TYPE OF PRINT ORLY
ULL Haig a
RECISION AMERIGAN METALS, LLC
HES
BUYER'S TARDE NAME OF STYLE
(“Property”), on the terms and conditions get forth fn this
) CORPORATION aia EN LIABILITY C
ORGALIZED UIDEN\,
LU PANTHERSHIP =) PROPRIETORSHIP ChoOTHER QUE LAS OF THE IL 2985
= HER Lo
SIREET ADDRESS OF BUYEITS CHIEF EXECUTIVE OFFICE P.O. BOX CHY COUNTY (STATE | Z1P CODE TELEPHONE
1050 KINGSLAND DIL. IL 60510 ( } 406-7
630
_ SAME AS"A"
BRANCH / DIVISION
Gry
COUNTY ISTATE
2IP CODE
TELEPHOHE
) ~
iM
AC} HET 30 DAYS OCOD. 4
MONTHLY INSTALLME
922 JOHN WOODRUFF
FS (VOTAL HO. OF PAYMENTS.
PAMG6300601
- SHIPPING INS FAUCTIONS ‘AMADA cus TOMER! HUMBER CONTACT
FOB SHIPPING POINT JQHN MAZUREK.
be
§ CITY COUNTY [State | ZIP CODE ane
oe ___ 11005 PINEHIGH DR. ALPHARETTA. GA 30022 { 678) 642-7
BALLING INSTRUCTIONS AMADA CUSTOMER NUMBER CONTACT ‘
oer sereyct 29897-1 DICK CLARE
0. FOR SELLENS HEFERNENCE 0 Poe BU ee Mag ers Ee _
REGION HO DIVISION HO SALESMAN HO SALESMAN HAME CUSTOMER P.O. NO. FO. DF
-)
fl. AMOUNT OF EACH MONTHLY INSTALLMENT
C.DUE DATE OF FIRST INSTALLMENT
(TO BE COMPLETED go eo 7
BY SELLEQ] 515-07
DL TAX EXEMPT PURCHASE
NO. HERE _
(SEE SECTION A.2 Ol REVERSE
| E. INSERT CERTIFICATE
$6,437.38
Vinistallment payment tor
i
W yes OU No
(au
‘A. CASH PURCHAS
H t at
BUYER'S INSUHANCE COMPANY A
ji
i
BUYER'S INSURANCE AGENCY hb
BUYER WE/SS EV
INSURANCE AGENCY'S ADDRESS 3 A/ C40 AE
CTH A a _|Pc
_ |NAME OF AGENT
" Waywe
HOLE
whe
ty LBL KL). \PO8
IP CONE TELEPHO
Lo/ged | eso
¢ ° 5
ection B4 on the reverse hereo! sels forth cerlain requirements for insurance which must be provided
by Buyer Please seview [hese wequirements carefully willy your insurance provider.
CHINE MODEL HO. HEW |) O.MACHINE DESCRIPTION: ONE (1) AMADA raoT 13
EM2510NT (1 DEMO (USED TURRET PUNCH PRESS an
ws CHAS CE FOR FOOLING
E. POOLING, AF VACHMENTS, QGP TONS AND OTHEN ADDITIONS (INCLUDING SPECIFICATIONS) JOVY. CASH PRICE B. CASH PURCHASE PRICE FO $3 58
TOOLING PACKAGE ($85000)__ _.$0q080.00 ff be
Cc Det RYO | £E D. TOTAL CASH PURCHASE PRHIC
SCRAP CONVEYOR $6,705.00 §380,B2
" ~ ~ E SALES TAX (MATE + %
_ roe eect
- pe
on a - -H-- J SUBTOTAL (Ds Ey F 4G
TOTALTO 4B $73,585.40 $3R0,82
F RESCRIBE TRADE-IN M.VALUE OF TRADE-IN 8 GHEDIT FOR TRADE AM FE
_}LLESS LIENS ALG < > & CABIT DOWN PAVIAETIT
G. CALCULATE CREDIT FOR THADE-W ABOVE AND INSERT WN ITEM af (Hy: < q 76,
ie a a 7 it 3 eis
6 STOTAT GT GARB
LIME PRICE DIFFERFMTIAL (oF
0
M.TIME BALANCE (+L)
Ege 7 (7.
§3R6,24
Buyer agrees to the terms and conditions set forth herein and on the reverse side of this Agreement. BY ITS EXECUTION BEI
ACKHOWLEDGES THAT BUYER HAS HEAD AND UNDENSTANDS THE TEAMS AND CONDITIONS ON THE REVENSE SIDE OF THIS A
IHCLUDING WHTIOUT LIMITATION THE WARRANTY DISCLAIMENS AND LIMITATION OF LIABILITY SET FORTH IN SECTION AG, ALD
JUMISDICTION PROVISIONS SET FORTH IN SECTIONS
SELLER A SECURIFY INTEREST IN THE PROPERTY,
I Duyer has elected to purchase Ihe Property on an instalinent payment basis, Buyer acknowledges that Seller h
installinent payment purchase price lo Buyer and that Buyer has made ils elec!
blanl, including wilhout timation the date of first payment fa ilem 2 Cy
exectiion of his Agreement by Buyer
ihis Agreement shall bot be binding upon Seller until executed by a duly authorized offic
OF WANRAARNY HELATING TO THE TRANS,
SET PORTH IN THIS AGH
[ew
(ioe IF
AMALIA
D.4, FESPECTHIVELY, AND UNDERSTANDS THAT THE AGHEBMENT CHELATES I
as ollered bolh a cash purchase
tton based on a comparison of these prices. Buyer auihorizes Seller to
and correct arly lypographical or other enor on the facing page of this Agi
aL or tnanager af Seller in Buena Park, California NO UE PRE
ACTION CON FEMPLALED BY mupmenet MENT 18 BINDING ON OR ENFORCEABLE AGAINS | SEL
oS
he
OM Af
“ke
TITLE
Mt Loew B26,
DatPage 26 A Terms and Condillons of Sale
1, Adushnents, The.cash purchase price of the Properly is FOB polit ob shipsrent
fiom wilhin the Uniled States as designated by Salter, and is hip Jor lhtly (30) days alter tha date of
ution of this Agreement by Seller Aller such pertod Seller may, th its discretion, adjust the
pase price of ony unshipped Property to reflect cust hicresses and changes in market conditions.
will give Buyer willtes notice of any such price adjustments. Uniass alike seven {7} days alter
eBing such pullee Buyer gives Selle: valley potiog of any objections to any such price adjusinelt,
diver wil he deemed to lms watved aff such oblections,
2. Texes. the casli purchase price ot the Property ff éxclusive at sny and afl excise, salas, usa or
ollie: taxes lavied by any federal, state, courtly, munlelpst or other governmental authoritlas, all of
which ave for the secount of Buyer Seller ts autlroyizedd fo make paynidnl of any such tixes directly to
the Updny autholly, ard Buyer will reintburse Seller Mierefor.: Such retmbursement will be mada on
demand unless cthensise expressly agised in writing. MW Boyer clainis an exemption from such ta.
Boyer must prods evidence ol such exemption acceptable to Seller,
8, Freight charges for shipment of the Properly to Buyer, Including laxes on trelght
lor lhe accoht. af Guyer and will be billed Ieight collect. Freight! charges Yor
ries wil be sepaately Inveived lo Buyer and are payable nel 30 days orn the dale
aibervise agreed in veiling
Hy payinent of Buyer noliecelved by the ninth (9th) day following the dete due
fate charge of five percent {52} of the amount dus os liquidated darttages
5. Sl buctions, Seller will arrange for shipment aud reullng of the Property In avemidence
wilh 1s of Buyer Gt any} set folly on facing page herent: provided however, if such
lnshuctions are unclear tngoinptete or hnpractical of implementation, or if ne shipping hishuctions sre
se! fol on Ihe facing page hereol, Seller ray, and is. hereby authorized by Buyer to anange En
shipment arid roulig of the Properly as Seller deems appnpriste. Inno event will Seller be table for
any baile : lita caries 19 Tollovs shipping instuctons of sither Auyer or Seller, Charges will be bilted
rath calkect "
ant Satie niay slip the Property in paitlat shipments, Geller will usa easonable
ai allants 1 deliver the Propaity by the requested delivery date, sel forth an Me iacing page
st ivi bave no Habliity fo Buyer for late shiprients,
insuiance. THle fo dod all risk of fass of ar damaye Io the Pinperly will
he shipping poin, Unless otherwise expressly agreed in writing, the cost
while In Lansil willbe borne by Boyer
gd. All costs of unloading the Properly fom the caniér upon arrival at the shipping
destination and roving Wie Properly to the fistallation site are for (he account of Buyer, Beller has no
liabitily for the Buyor ane! Anyar assumes afl risk of damage lo or lass of the Property oceuning in
pennection wilh such unloading and moving
9. Installal Buyer will, at ils expense, lake all necessary steps to prepare the installation site tor
the Installation of the Property, The cost of fustallation ig included in the purchase price of the
Property. Installation tncludes sal up, stat up and iniliel adjustment of operstiag peroirhance. Beller
h inilty gr Habliity for any tele of any of tie Properly to mee any epplicable codes or
by any pdvale ciganization or any federal, Stata, county, sunicipal or other
mental aulhicity: provided, lowever, thal in the event of any such failure to meael such codes or
rds, Seller or ils d jatee will, at Ihe taqtiest a! Buyer, make such modilications ty any nf the
Pioperty as may be necessary to bring such Property into compliance with any such codes or
standards, onless dele mines that the cost to Seller of ipaking any such modilications is
ed la exceed ten parcent (S024) of the purchase price of the Property or that the tine requited
to alfect such compllarce (lucluding th cconnpfetianr of guy pesessary Inspections aid the obtainirig af
any necessary penis or approvals) i ed to exceed ninety (80) days, in which case Seller may
upon ielunding [au Buyer payments tecelved In iespéct of the canceled parion of this Agueeent fess
height chaiges and appficable offsets), cancel this Agresment in whole or iy port without haiher Habitity
to Buye. and provided duher that f Buyer so tequesis, Seller may, but shall not be obligated to.
suc tnodifications al the sole expense of Buyer payment for which shall ba made by
in advance ot Seller's padonnancne.
fo. Yiarrsnty ane,
Limitation of Liability, EXCEPT AS MAY OTHERWISE BE SET FONTH tH A
WETTER ¥F AUWITY GF THE POOPRATY EXRCUTED BY SELLE, SELLER MAES HO
WANTALITY, EXPPESS OF IMPUED, WRITTEN OR ORAL, AND HENEBY EXPRESSLY DISCLAIMS.
ALL SUCT WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
MENCHATIFABILITY OR FUHESS FOR A PARTICULAR USE Of PURPOSE. IH NO EVENT SHALL
SELLER BE WABLE FOR AUY INCIDEMEAL, SPECIAL, CEREBRAL, DINEST GT) GOMSEQUEHTIAL
DAMABES [INCLUDING WITHOUT LIMUATION LOST PROFITS), AND Ht HO EVEHT SHALI.
SELLEN'S LIABILITY EXCEED THE STATED PURGHASE PRICE OF THE PROPERTY.
3, Buyer rewesents and wanants to Seller that Buyer has good and marketable tlle to
Bec, refered to hy item 3.7 on the facing page hereo!, and that any such lade-in is in good
Dperating condition and will be bansfersed to Seiler free and Clear or all clalihs, fens, charges, sectuity
i fs or encumbiances of any thd party. ty the event that subs@quent to such ttanster any third
y. Including without limialion Amada Capital Cu:pojation ( ACC’), asserts & Hen on or other
interest in such lrarle-in, Buyer hareby geagis to Satier a license to Stora any such tyede-in on
ver's premises until such trade-hy may be conveniently moved pr resold, and Buyer will Indensmily
and hold Selter haimtass fram any joes oc damage fo such trade-in and any clans against Setter
aifshig Gut of such storage or afy unablinrzed operation of such tiade-ln,
12
Rocce Majeure, tn Ihe avent that Seller or aby of 18 suppliers of delegates Is unable lo carry aut
lows obligations heteynder dua lo qcts.of God or of the public enémy, war, Insutrection, tiots.
suikes, lockouls. labor disputes, lires, floods, earthquakes, natural disasters, unavoldable casually,
(reight embargoes, shoulages of labur or material, changes In governmental policy, laws or regulations
fi ding but ng! finited to money exchange or Wanster Teslticllons, Imposttions of quolas op Fienitetion
ol si¥putents}, or sy other bause or Causes beyond Ihe contol of Setiel of Hs suppliers or delegatees,
wheter on nal Specitied above, Seller tay extend the me of perfimance of HS obligations to such
extent as may be necessary to enable Seller and its suppliers and detegalees tu complete
penlotnence with the exercise of reasonable gligence after the causa ot causes of delay have bear
Temoved. in the event any such delay conthwes lor a period of nigre than six (6) months, either party
nay feamlnate its obligations hereuutler by so notifying the other party fn writing.
13. Jermination, Upen the occurrence of an Event of Delauit (as defined in Section 8.6), Seller wil, In
addition to the other rights set fart til thls Agreement, ‘have the right to humediately lerniinale this
Agieement as to any Un-shipped Praperty with or wilhout notics of termination.
14 : Buyer will delond, Indenmity and bold Seller harmless form and ayaiiist ay anc
alte! ‘ , damages, costs and expenses (including reasonable atiginey’s fees) arising ov! of
prin connection with any use of the Properly by Buyer ov any breach ol this Agreement by Buyer,
15. wit to Seller's Obligations. Cu elf instatiment.sales the written approval of ACG
for st g conpenty as may, be. Invelved} to the lerns of thls Agreement Js a condition
of Sen i st ‘i
p pat tn. the Ss oblig under , aiid any of the Pioperty
delivered fo Buyes prior to the obtaining of such written approval wil be Ueerted to be held by Buytr as
#8 bailee for iis own banefits under a ballment revocable af will by Getler,
16,
j. Buyer has sole responsibility for ebtalning any necessary fhravieing for the purchase of
the Propatly. Any ellerts of Seller ta arenge any such Rnanecing are solely an accommadation to
Buyer and de nol obligate Seller in any way
B_Securlly Interest .
y tifevest, To secine payménl of fie purchase price of the Property, Buyer hereby
g rity intergst fr the Property, and in @!l accessions therein and 1eplacements or
inoditications thereat, as well as all proceeds. Cherian lusuance proceerts} of the foregoing, Ths
senuily Interest granted hereby cepsliivies a purchase money securlty interest unde the Calilorsia
Unifora’ Conunercial Codes. fn addition. the securlty interest granied hereby shail secure ihe full and
iaithiut perlonnance by Buyer and all of Buyer's ob under this Ar
the foregoing, the provislons of this Pat B de nat Apply adit raspect to COD sales of Property for
whiclt payment Is actually recaived by Sellar from Buyer ptidt fp or at the time of dellvery of the
Property ta Buyer's lacillly ! :
lepranonta find warrants te Seller that sll of the Information
ge ol this Agreement Is tive and correct,
carting Bap
fouth ori the k
ants of Buyer For so long as any amounts ate owed by Bier to Seller under this
zy (3} shall use the Property iy comptignee with all applicable laws, regulations and
ances; (b) shall maintahs te Propeily in good conditlon and lepal, reasonable wear and tear
excepted: io shall psy when due all laxes, charges and itpositions on ihe Property o: the ownership,
bus. digposilion ot ale pl sama: {dh shalt keep the Properly tree of all fene, charges, clains, security
lnlerests and encumbrances of any third party: fe} shall permit Selter io inspect, the Property, aad
inspact and mints extracts of all cf Buyers books and records ielating thereta, dutiig none! business
hows; (7 shell promptly notily Selfet ol the orounence ol any events yhlety matedaily and adversely
allests He value of the Propelty as collaterat: iq) shalt promptty petily Seller in writing at any change of
Buyers legal naiie of any adename er slyte, the form in which Buyer conducts in, business, and (he
snizalional or fitanetal stuctue of Buyer; (ht) shall promplly furnist: to Seller unan teqvest current
al staletnants of Buyer and (shall not, without prior wiittes.consent af Seller, sell, assiqn,
Jee, lease, land, ticense [he use ul pledge, etcumnbér, grant a serurily hilevest fr ar dispose of Ihe
Prenenty of Buyer's riphts thereby, OC use of operate Ibe Properly in ainannae other than as Intended by
We mnanutacturet, or ip viefation bf any Inswiance palley.coverirg Ihe Property, or reiove or Obitersta
Y 1 by Seller fo the Proper ly or oive notice of Seller's securily interes! therein or any
serlal jmber; or leflerng on the Property, of pennit the broperty to hecome so
fo become 8 itu.
juyer shall kesp the Property lnsuled against all itsk of loss or daniag® fom every
fof witel Instances Is commercially aveilabla, Ie eeverngs amount pol less than the
price ol the Property, nade: pollcins providing that losses shall.e payafle to Sefer
Suter ta give Seller not lese dian thirty (JO) days ficr written nolide of the ellective
foris er cancellations of any sunk pofley. All auch insurance policies shall othe
be In foutey ar lance and with companies satislactory to Sella yer shall detiver such insur
otcies ty Sell, o shalt furnish ta Beller sucts other evidence of instuance as Seller mey from bite 1p
: :
6. Cor (s Regarting Locatiosl of Propetty. Buyer will vot remove ay of Ihe Pic
focation at which installed or otherwise chang the location of any al tha Fro] pety
written conser) of Seller In each Instance. EACH SIGHATORY HEMETO wid, 3B.
LIABLE TO SELLER FOR ARY. ALL LOSS Of DAMAGE SUSTAINED BY SELLER AS
ALY CHANGE 1H LOGATION 01 E PROPERTY WITHOUT THE PRIot WwrrtTEH
SELLER, SPECIFICALLY IMSLUDING, WLEHOUT LIMITATION, AUY DAMAGE Al
LOSS OF PERFECTION OF SELLER'S OF ACG'S SECUAITY INTEREST 1 THE PAC
6. Default, Ihe decunence of any of tre following shall constitute an Event of De
hy Buyer in the peynient, when due or payable of the purchase price of
thereot or interest therean, tb} any breach of Guyer of any representations veartant
agreenrénl (offer Than as to payment) sél forth in this A man or any ether agree
Buyer and Seller ov arising by cperaiion al law of clherwisa, whiel breach is ack cen
(9th) day following notice Mareot by Selfer to Buyer; (c} the fssuance at citry of
{injunction er altachment against Buyer, the Property or any other properly of Buy
any notice of bulk sale-or intended bulk sala by Buyer: (e} the apricietiiant of a ve
of creditors or fiquidaling syents, Ihe offering of a composition or extenston to creo
an assignment for te benefit of creditors oF tle commenceinent of airy proceeding, 5!
reorganizatlon, dissotutton or Nquidation under any bankrupléy or other lsne retating
debiors, fo the extent that any of the loregolng fs by, for, oy beball of or eith re
Insolvency of Buyer, the stspension, ferniiation, discharge pf uneniarecabillly
axecuted 41 favor o} Baller with respeel in of the ubligntias secured tarelys ur f
ihe oondiicn ge alfats Htenclal or olen fot Buyer selich a Hie goud tuth detent
itipats Seller's security of incieasa He disk,
7. Benes
ib Delault, Uno the cerdnenees of an Event of Oelanlt. or at any Unie tt
Evént of Uatduit shall be cardtwing, fr actdition to arly athar rights or temerties Setter i
shall have any or all pf the following sights and remedies; (p} Beller shall la all of
remédies ol’ a secured parly under ihe Unllann Commercial Cade as in effect in ant
which enlorcemant herec! is sought; (b) Seller may, at its option, ecceluate and de
indebladness secured hareby to be lnmuediately due and payable; (cf Seller shall have t
immediate and exclusive possession of any and all of the Frog
interlerente from Buyer aid for this purpose Beller niay, wilh or without judicial proce
without prior sotice, enter peacelully upon the premises wtier voh Property may
temove the Property trem such lecation for disposition er proceed to liquidate or olf
the Properly from such tocation: (d) Seller may tequire Buyer, al Buyer's expel
Property and maka It avalioble tu Seller at auy astuatly. convenient location
Seller: fe} Salfer may, in is sole discretion, any time and front time to tire
given Guyer al teast fen (10) days prior written notice oi
is hereby agreed to be reasanable notice, lease any of the Property on st
as Seller may consider appropriate, or sell, resell, transfer, assign. dispose of arid ets
Ihe Ploperty, in one or more paicels, at Wie same or dillerent times, and alt right, It
therein, at public of private sale. fur case, upon credif ar fer fyturé delivery. snd at suct
as Seller may determine; )) in connection wilh any disposillon for and purchase at
Property, and by such purchass acquire all right, lille and interest Nrerely; (gf Seller me
lor and on behall of Buyer, make and deliver to any purchaser of any of the Proper
sulicient hill of sale or other evidence of Iransfer of all right, ille and lriterest hr and tc
lo such pirehosdr, and ih} Seller oay iy its own pire oF ty the namie ef aercl ory Geral
and all actions required to eure any such Event of Delauil, and all sums expended by St
such cule shai be secured hereby.
3. Buyer's Walter Except as fo Ihe notice of intention to dispuse vl Property. prov
Seller may exercise any of Hs iiglits and remedies withoul demand, advertseimeot or or
as may 12 required by lat, [6 the fullest extent pernitied by law, Buyer wetvers d!
protest, notice uf acceptance of this Agreement cr other action teken in reliance herec
demands and notices of any description.
10. nts, Fixture filings dud further assurances. Buyer hereby sully
execute aud fi arcing statemenis aulhenticatad records, and fixture fifings at any tin
to any of Ihe Property, jf aach case without Buyer's Signature to the exert permit!
Seller's request, Buyer shall execute ove of mote financing statements, lixture filing
Staternents or alher Hilings pursuant to the Uniform Commercial Code in form satista
Buyer shall take any and all Sleps required by Seller to mairlain perfection of the s
gianted hareunder, or to fully assure 16 Seller Ils sights undsr this Agreement.
U, Miscellaneous
1. The cider of application of Buyer paynients fs at Ihe discretion of Seller. Seller may
apply and all of a Buyer's payment lo any ollstanding balances owing by Seller inc
limited to Buyer lele charges.
2. Bet WF nutfces, deiiands pr consents requited of pemunitted to Be given under
shall be in writing and stall be deemed effective upon detivery Ht delfyered personally
alter tating fl sent by first class United States mail, postage prepaid, addressed. ta
address gel forth herein or to such other address as shall be given by efffer party to the ¢
3. vet, Amendment. or Modification, No waiver, amendment or cucsiticalion o
Rereat ae of any tight or teniedy hereunder shall be eflécllve unless in wrility and sign
1o be bound. Ho laitue by Seller to exercise, and oo delay by Seller fn exercising, any
remedy granted hetewider shall operaté as a walver of any such tighl, power or emer
any right or remedy by Geller oa any ane occasion shell not be constwed as a bar toc
ight or remedy on any fulure occasion. All Highs and remedies of Seller are separate
and the exercise af any right or tameny shall nel init ar prejudice the exercise pf an
temedy.
4. Com} Jurisdiction. Avy controversy, clin, action or dispute arising cut of of
will bs sublact Io tha laws of the State of Calllernia and the parties heraig
matiers being atijudicated tt the jurisdiction of California.
5. Attorneys’ ¢, in the event any arbitration of {udiolal action or procaeding ts initial
s relating Ie this Agreement er in Ure event either party seeks rellel fom the
J. Section 362 (or ony suceessor stétue therata}, then the party in whose fauc
award shall be given or any ialtal shail be grantéd ‘or fudgorarit shall be ertterod she
lecover front fre other pady all costs and axpenses fincluding attorneys’ fees} iecuited
proceeding and any appeal therefrom.
6. Severability, In the evant any provision ot potttan of any provision of Wis Suneers
by 8 court af competent juriaciction to be unentorceable or invalid, the renal ion pre
Wiereol shall remain in full farce and effect.
Fo Enaties i. Hotwwithstanding any putchass order submitted by Cryer i
on the facing page heraol or attiched herato. this Agreement constitries Her an
between Duyer. and Setler perfeining to the subject matter hereof Any amd al
agreements or understandings beretotore existing between tha parties peusining lo the
_hareof are expressly superseded and canéeled by this Agreement
2, Except as to the provisions af thia Agreement refaling to
of {te agsence will) respect to gach of tie terms, condilt
vent.
8 Tie the Esaen
and Shipping delays, thr
and covenants of this Agr
9. . Binding Elect, Subject to Part C of tls Agreement, tls Agreentin! shalt he bin
shall lnuie to the benelil of the paities and theb legaliepresentatives. ciccagaere and as
10. Headinys. Headings contained tr this Agreement are for puro ad conventenc
hol part of fils AgreernentPage 27 Ee AVE REED HE
Case 1:08-cv-017
7025 Flestone Blvcl., Buena Park,
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Buyer (described In flem (A. below) agreds lo purchase from AMADA AMERICA, INC. (“Seller”) and Seller agtees to sell to Buyer for bust
only the equipment and olher personal property described tn Wem 3, below (“Property”), on the terms and conditions set forth In th
Including wilhoutl fimitetton the terms and conditions set forth on the reverse hereol.
TYPHOON PRINT ONL
BUYE
= NAME OA BIYLE
UCISIGN AMERIGAN MEEALS; LLC
D conponanon — & uiMiTeD LABILITY CO :
I PARTHERSHIP —O PROPRIETONSHIP 0 OER
STREET ADDRESS OF BUYER'S CHIEF EXECU
1050 KINGSLAND DR:
THEUNWS OF THE
eR OPIRE IL
custo
29
TELEPHONE
630) 406
OFFICE P.O. BOX STATE | ZIP CODE
IL. 60510
BATAVIA
yi
COMPANY MAME
BRANCH ( DEVIBION
RAMI AB NAT
STREET ABDNESS STATE | ZIP CODE TELEPHONE
INSTRUGTIONS AMADA OuaT
HBQUEST DELIVERY DATE NUMBER
MAZUBRER
BILLING ADDNESS P.O. BOX COUNTY STATE, ZIP CODE
_...__ 11005 PINEHIG
BILLIFIG IHS TNUCTIONS
AMADA CUSTOMER NUMBER
B. E
NEGO NO
nN
H
DIVISION NO,
OW
NO. SALEGMAH HAME
JOHN WOODRUFF
CUSTOMER P.O. NO.
PAM6300601
922
O.D. MONTHLY INSTALLMENTS (TOTAL NO.OF PAYMENTS OU; ) O OTHER
LY INSTALLMENT Cc DATE OF FIRST WIS TALLMENT- D. EXEMPT PURCHASE
(TO BE COMPLETED 0 7 wh yrs C) no
IFIC ATE
“e $133
K. FOAL CAG
$534
L. TIME PRICE DIFFEREHTIAL {
$143,
G. CALCULATE CREDIT FOR TRARE-IN ABOVE AND INSERT IN ITEM 41.
HUYEN'S INSURANCE
POLICY,
GENG NAME OF
; ADDRESS
COBE M. TIME BALANCE (K+ 1.)
oe / €677,5
hereal sets forth certain requirements for insurance whit
wilh your insurarice
£9
tusl be provided
ection B4 on the
by Buyer. Please review thes requirements
Buyer ngrees to the terms and conditions set forth hereti and of the reverse side of this Agreément. BY ITS EXECUTION BE
ACKNOWLEDGES THAT BUYER HAS HEAD AND UNDERSTANDS THE TERMS AND CONDITIONS ON THE NEVERSE SIDE OF THIS
INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN SECTION A.tt, AN
JURISDICTION PROVISIONS SET FORTH IN SECTIONS 0.4, RESPECTIVELY, AND UNDERSTANDS THAT THE AGREEMENT CHEFATES
SELLER A SECUMITY INTEREST IN THE PROPERTY.
1 Buyer has elected to purchase the Property on an Installment payment basis, Buyer acknowledges thal Seller has offered bolly a castt prichy:
tistaiment payment purchase price to Buyer and that Buyer has made its election based on a comparison of these prices. Buyer authorizes elie |
Dlank, including without limitation the dato of first payment in item 2.C, and conect any typographical or offer error on the lacing page of this 4
execullon of this Agreement hy Ayer
this Agreement shall not be binding upon Seffer ublif executed by a duly authorized officer or manager af Seller in Buena Park, California HO REP
ON WARRANTY RELATING TO THE TRANSACTION CONTEMPLALED BY THIS AGHEEMENT IS BINDING ON OR ENFORCEABLE AGAINST SE
SET FORTH IN THIS AGREEMENT, ~.
———
TLE eG ee DAT a
THLE osPage 28 A. Terms and Conditions of Sale
1. nd Price Adjustments, Ihe cash peghase price of thé Property Is FOB potnt ef shipment
bom whhin the United States as destqnatad y Seller, and is finn for tit (30) days alter the date of
execution of Uhis Agreement by Salle. After stich perlod Saller may, inits discretion, adjust the
purchase price of psy unshipped Property to rellect cosl Increases and changes in market conditions:
Seiler wilt give Buyer wilfen notice et any such plice adjustments. Unless within seven {7} days alter
teceiving such nofice Buyer gives Seller wiillen police of any objections to any such pice adjusiment,
Buyer will be deemed to have walvect all sucts objections.
Jazes, he cash purchase price o! the Property fs exctisie of any and all excise. sales, vse or
taxes levied by eny federal, stale, county. municipal or other govemmental authorles, all of
var for the acceunt of Buyer. Salter fs autor to make payment of bay such taxes directly fo
lasing authority, and Buyer will telmburse Seller therefor. Sucts reimbursement will be made on
demand unless ctherwise expressly agteed in wriling. 1 Buyer claima an exemptlon from such lakes,
fiver must provide evidence of such exemptlon acceptable to Seller
68, Freight chargas for shipment of the Praperty to Buyer, including taxes on helgtt
§ 6 Jor Uta account of Buyer and wilt be tiled srelghl collec. Freight chaiges for
loniing and sreessortes will be seperstely (nvained lo Buyer and are payable nat 90 days from the daliz
ol inveice unlegs uthetwise agreed In wrilhig.
Late Charges. Any payment of Buyer nol received by the ninth (91h) day following Ihe dale due
ubect top tale charge of five percent (820) of the amount due as iquidated damages.
ctions, Sella: will auanye lor shipment and roullng of the Penperty in accordance
hisirus sof Buyer (it any) sel foslh on facia page heréol: provided however i snot
instuctions sie unclear Incoinplete of impractical of inplemeniation, or na shinping lustuctions are
set foul on fie facing page hereal. Seller may, and ls hereby eutbodzad by Buyer lo snange for
shipment snd routing of thé Property as Seller deems appropriste. In no event wall ‘Getter be Hable for
rey alan af the canter to lofiew shipping instructions of etther Rayer or Golfer, Chargas will be bilted
freight cofisct :
teasonable
re facing page
6. . Seller may ship the Properly in partlat shipments. Seller wilt
comnnarcial eiforts lo detiver the Property by the requested delivery Jale, Set loth on
hereof. but ail have no flability to Buyer for late shipments.
tance: Ville td dnd all Hel of loss of of damage to the Property will
ping point. Unless otherwise expressly agreed in witing, the cost
le transit wit be borne by Buyer
of Insurance on the Property whi
8. Ainolng. All costs of untveding the Property Inge the carilér upon anlyal at thé shipping
Jestingion and moving We Property to the fistgllation sile are for the agcoynt pI Buyer Sellar haa no
Habtity lor the Biya and Buyer aime nlf isle of damage to or loss of the Property oecuning Tn
cepnecton vill such uitcediig and moving. :
q
u
B
. hye ion, Buyer will, at fis expense, take sll necessary steps to preparé the ‘nstallatibn sta lor
inslatiaitan of ihe Property, Mie cost of installation i8 fucluded In the putchise price af the
16) installation includes sel up, stail up and lilt adjustment of operating nerormance. Seller
ssponsibility o¢ Habhity for any failure of any of the Property fo meet any applicable codes ot
established by any orlvate organization ov-auy fedeeal. state, county, munielpal or other
govertmentat authority: provided, howevei, thatin the event of sny such failure Ja meat such codes or
standards, Seller of is Jelena il, at tha request of Buyer, make such modificalions to any of the
By as inay be necessary to bring such Property fate compliance wilh any such codes or
. unless Selit datermings: that the cost to Seller of making any such maditicatons is
expectact foe d ten percent (10%) of the purchase price of the Property or that the time required
ta sttect such compliance {including the completion of ahy necessary inspections aud the obtaining af
aly Wecessary permis or approvalls| is expected lo exceed ninety (90) days, in which casa Seller nay
unding to Buyer payments renelved in esp2ct of the canceled ponion ol this Ageament fess
ges and applicable vifsels}, cancel this Agizerment in whote or in part wilhout lurther tablity
uyer: and provided further that tf Buyer so requests, Seller may, but shall not be obligated to,
piocead wih such modilications at the sole expense of Buyet, payment for which shall be made by
Buyer in advance bf Seter's perlormar
race-ih, relased to tr tem 3.F on the facing page hereof, and that any such Hade-in
Hath condilian and will be transterred te Seles fre ane clear or all claitns, lie chitges, Security
sesls or encuinbiances of any thid party. fu the event hat subsequent lo such lanslé: any Wind
including without iImitalion Amada Capital Corporallon CACC), asserts a Hen on or other
sin such trade-in, Buyer hereby grants to Seller a liceuse to slore any such trade-in on
premises until such trade-in may bs conveniently movect or rescid, and Buyer will indemmnily
and bold Sette: harmless fom any Toss or daniaga ta sich Lade-in and ay elaine against Saller
arising put ol such storage of any bnaulhorized operation of such trade-in.
$2. Fores it the event that Stier or any of its suppliers or delegates Is unable to carry out
Sellars obligations hersunde: dua to acts, of God ot of the public enemy, war, insiyrection, riota,
thes. lockauts, tabor disputes, fhes, Hoods, earthquakes, nalural disasters, unevoldable casually,
freight ombarjoss. chortayes of labor or metérial, changes In govermuental policy, lads or requiations
(including tut not fimited to money exchange or tnsler restictions, imposttions af quatas ar limifation
of shipments}, or any other cause or causes beyond the cuntrul uf Seller ur fis supptiers or delegatees,
whether or nol specified abo Seller may extend te Ue of performance of its obligaiiuns te sush
exlent as may be necessary to énable Seller and its suppliers and delegaipes to complete
pelloimanne with the exercise of reasonable dil ners aller te cause of causes of delay have bean
ent ahy such delay contiiues tora petted of more than six (8) months, either party
obligalions herevnde: hy so notilying the other partly in writing.
otay I
61, Sellar will, in
sel forth tn tis Ageement, have the sight to finmedialely teriinale this
ainent ag to any on-shippad Properly with or without notice of termination,
13. Termination, Upon the ceeunence of an Event of Delauit (as defined in Section 8.
addition to the other rights
Ant
ly Buyer will defend, indemnify and held Seller haniless from ald agalush any Bod
all claims amages, costs and expenses (neluding reasonable attorney's lees) nising out of
om fy connection vib any use of te Properly by Buyer or any breach of this Agreement by Buyer.
15 Conditon F to Seller's € Us alt instal sales the writlen approval of ACC
lor stich cther Har company £8 may be involved} te Me leans of this Agéement is a opndition
edent ty ihe performance of Salier's obligations under tis Agréemant, and any of the Property
¢ prior to the cbfaining of suclt eritten approval wil be Ueened to be held by Buyer as
“Lbenefite under a ballmend revocable al will by Selter,
ng, Bayer has sols responsibitity fer oblainiig any necessary finaficing for the purchase of
Auy siorls of Seller io aeranga any sitch lisaucing are solely an accommadation to
la nat obligate Seller In eny way.
B. Security tytarest
To sectia peyment of the purchase price of the Properly, Buyer hereby
securlly interest in Ihe Properly, and la all accessions (hereto and replacenients or
chllons trsveal, as welt as all proceeds theclading insurance proceeds) of the foregoing, The
recurity interest granied liereby epnsttiles « puighase money security iilerest under the Calilornia
Uaitonn Conrnepiat Cad ba addition. [se security intevest gianted.hareby shall secue the full and
ialfiiut perioonance by Buyer snd all of Byyer's 5 nder this Ag . Moby y
fie loregoing. the provisions of this Patt 8 de not apply with respect lo COD sales of Property for
vilich payment is acivally tecelved by Seller hom Buyer prior te or at the lnve of dellvery of the
Property fo Buyer's facttity,
2
arding Buyer, Buyer représents and warrants to Soller thal ell of the infermation
“8
yet sel forth atthe lactig page of this Agreement is true and correct
eilain Covenants of Buyer For so long as any amounts are oved by Buyer lo Seller under this
Agi vent. Hues ia) I usa the Properly In compliaice with all applicable laws, regulations and
ordinances; (J) shall maintain tha Propetty it good condition and tepalr, reasonable evear and lear
(i) shail pay when dup all taxes. charges arid finpositians on the Property ot the ownership,
sale of sanun: (d) shall keep the Proparly (ree of all Rens, charges, calms, secusily
OTANICES OF any third party; (ef shall permit Selter to inspect the Properly, and
facts of all of Buyer's boaks and reconds tetaling thereto, during none! busiiess
amply notify Selka ot Ihe cecun ence of any evants vic materially and adversely
the value of the Property ag collateral (q) shall promptly polly Seller In waiting of any change of
Buear's b t or Bry te ihe form fry Mitch Buyer conducts in business, and the
oyenizatlonal er Tinarictal ste S 1th} stall promplly furnish to Seller upon request current
th jal slalamnents of Buyer, and {) shaft net, without puor written consent of Seller, self, assinn,
sign, lease, lend, Hoeose the use of pledge, encumber, gant a sacutily ierest in ot dispose of he
oF E 3 S fn, OC USE OF operate the Property hi a mander other than as ifepded by
art on in violation of any insurance policy covering tre Property, or remove or obfitarate
fi atl by Seti: ty the Property or tive Avice of Setters security Interest therein or any
<7, Sefal number; or lettering on the Ploperty, or permit the Property io became so
fo become a Uxiure.
de
and rake
hou ar Uy shell
aly va to ieally
yer shall keep the Property insued against all tisk of loss or damage bors every
tor velich insurance fs ecammerciath Hat
pico of (he Properly, under policies prowi
suiter 19 give
ing Wat losses ehell he payable to Selle
Seller nol less tian thirty (99) days pulor written police of thé alfact
such policy. All 5 ured
h RONpanies satislacley 1
all furnigt to Beller suct other wvidence
uitiag Le in
wat
ve
shee policies shail olherwise:
fer. Buyer sholl deliver such insurance
{insurance as Sellar may tem line to
any notice of bulk sale or Ittended bulk sale by Buyer; (e) |
ba coverage Aout nol fess than the °
lime request. the proceads vl such Insurance shall be applied, al the option ¢
feplacement, restoration or tepait of any Properly which fs lost. stolen, damaged of de
payment uf thé obligations of Buyer hereunder. Buyer hereby itévacably appoints Se
allorney-In- fact, which appointnent is coupled with an interest, fo make claims lor, cel
and execute and endorse all documents, checks, or dratls recalved iit payment of any t
under any such policy pf tnsuianes. If Buyer fails lo procure or matiteln such heuran
have the right, but shéll not be obligated, te dbtain and matatein such inswance. &
telmburse Setlér for the cost thereof.
5. Covenar Properly. Buyer will not remove any of the Pre
location at which @ change the location of any af ihe Property wi
weitten consent of Sefier in each tistance. EACH SIGHATORY HERETO Witt RE
LIABLE TO SELLER FOR AMY ALL LOSS OF DAMAGE SUSTAINED BY SELLER AS
AUY CHANGE [H LOCATION OF THE PRORERTY WITHOUT THE PRIA WRITTER
SELLER, SPECIFICALLY INCLUDING, WHHOUT LIMITATION, ANY DAMAGE AT
L038 OF PERFECTION OF SELLER'S UR ALL'S SECURITY INTEREST IN THE PRO
6. Default, the vccurenes of any of tha following shalt constitute an Evan of Leldull
by Qnyer li the payment, when doa oc payabls of the purchade pice of the Property 6
ihsreot or Interest therean; fo} any breach of Buyér of any representation, warrant
agreement folher Jtian as to payrienl) sel forth In this Agseement or any other agiee
Boyer and Selter or arising hy operation of lav a1 othersise, which breach is nnt cure
{9h} day following notice Weract by Seller to Buyés; (c} the Issuance ar esihy OF
infunclion oF attachment against Buyer, He Property or any other property of Buyes; fe
he appaininent of a ravelvis
of cyeditors of fiqyidating agents, the offering of a enmpositinn ar extension io craditors
an assignment for the bertetit of creditors or the comnignceinent of any prockeding, St
rediganization, diasobiinn cr liquidation under eny Barlauptey or other laure really
debiors, to ihe exterit that any of tlre foregoing is by, ior, on tetralf of or wilt echt
insolvency of Buyes, the suspension, termination, discharge or ynantorecability of
executed in favor of Seller witls respect to any af the obligations sécured hereby; or (id
Ihe condition or allairs Ginancial of olherwise) of Buye: which in te goud faith determi
hopalrs Seller's sscutify or increase Ite ri:
7. Remedies on Default, Upon the occurence of an Event of Ceiault, o at amy Sime th
Even of Defaull stall be Cortiuaing. In addition to any olber tights cr semnevtias Seller m
shall have eny or all of Hie folfowing rights and remedies: (e} Setter shalt havé alt of
temedies of a serined patly under Ihe Unilonn Commercial Code as in difect in aay
which enfe np teewol is rbught: (ap Seller niay. al [te opti audaloate and chy
indebtedness secure hereby Ip be hnynediately dug and payable: (c} Seller shall have tl
Imtnadlate and exclusive possession of nny and all of the Property, verever lo:
hidsilerehes Iait Buyer md tyr His perpose Seller bray, with or without yodtciad proce
without ptibe notice, ertter peecetuily upon the premises where such Prapasty may b
yemove the Property fons such iocation for disposition or proeeed ta fiqtidale or others
the Property bom such location; fd) Selter may rejule Buyer, af Buyer’ ens de
Property and make it avaifable to Sefer ot any mutually convey
Seller; (6) Seller may, in its sole discretion, any tine and fram time to fine, bet oi
given Guyer al feast tue (10) days prior written notice ol its Intention ta dt e ut tet
is hereby agreed lo be reasonable nntice, lease any of the Preperty an such fates and i
as Seller may consider argromiate, or sell, résell, ranster, assign, dispose of-and vetly
the Property, itt olie-or more paicels, at the same or dillerent times, and ll right, lit
therein, al public or private sale, for case, opon crédit of ter future delivery.
as Sellar may determi () in connection with any disposition for and p
Property, and by such purchas wire all vight, tile and interest! therein: (y} Seller are
for and on behalf ef Buyer make and deliver te any purchaser of any of the Proper
sufficient DH of sate or albert evidence of transfer of all right. Ue and teterest fe id to
to such purchaser, and jh) Seller may in Hs ove name or In the name of and pir beftatt
and all actions required Io cure any stich Event of Getautl, anc all sums expended by Se
such core shat! be secured freraby, -
Hon oF ihe net proceeds realized upon any Hquidatin or dis]
te axpense of retaking, folding, preparing for safe vr
reasonable allormney’s lees and legal expenses and cos
Setter in enforcing of pxercising any of iis rights of remadies under ibis Agrsemant. sho
salistaction of Itz obligations of Buyer secured under this Agreement in suck order as +
appteptiate by Seller. Any surphis of stmfs proceadts shalt be pric fo the person or |
enlilled thereto, and the buyer shalt be liable to Seller for arte} shaft inunadiately pa
amount of any defictency.
, deduction to
leasing and the tke, and iy
9. fu Waiver, & as tg the notcé of intention ti dispose of Przperty provi
Selter may exercise any ofits tights and remedies without demand, advertisement o1 ne
as may re required by fav. ‘To tha fultes! extent permittad by fie, Buyer waivers de
protes!, nolice of accéptance of Ils Agreensent or other action taker in reliance hares
Yemaniis and notices of any description. :
10. Einanging Stalemants, Felure filings and funher assurances. Buyer thereby sulle
exéoule and fig Hnancing clalemants authenticated reconls, and fixtare Milage at any Us
to any of Ihe Property, in each cése without Buyer's signature lo the extent pemnsilt
Selfer's request. Buyer shail execule one of inose Hatrcing statenverts, Usture litte
staternents cf olher filings pursuant to the Uniform Commercial Coda in fern satist
Buyer shall take any and ull steps tequhed by Selle: iu malytain petfection of the se
gronted hereunder, o to fully assure to Seller its rights under this Agreaneit,
C. Asstanoentt
oration, Unless otherwise agreed by (hi par
sement and its rights Herewrider, it whole at in
wr alisets wl
uch elaine
i. Assicuunes
Seller may af any tine assipt his Agre
Boyer hereby waives any righ! fo aseert againsl ACC any claims, defens
have against Selle, and Buyer trersby expressly agrees not fa assert ary
offsets against ACC.
Buyef may nol aésign, defegale o trahster any of its rights. ¢
y thhd party vathout the prior written consent of Sellay
D. Miscellaneous
Lio an
1. _ The oer of application of Buyer payments fo at Hie discretion of Seller, Seller may
apply and all of a Buyer's paymant to any ovtsiending batances owing by Selfer ic!
Invited te Buys: tate charyds.
2. Notices, Al nutices, denrends or consents required or pestitted ty be given under
shell be is writing and shail be deemed effective upon delivery if delivered persouaily
aflar maiting i saut by first class United States mail, pystage piepatd, adiressed ta t
addtess set farth beret or fo such alher address as shall be qlven by either party 10 Ihe o
Vion, Ho waiver, arnendment of modification of
hereof or of any right or emedy hereunder shall be effective untess in writiny aitd sigit
fo be hound. Me faltne by Seller ta exercise, snd io dalay by Seller in exarcising. any
remedy granted hereunder shall operate as a walvér of any suc right, power or temnec
any right of remedy by Seller on any due ovcesiun shell nol be construed as 9 bar too
fight of remedy on any fulure oceaston. All ights and remedies of Seller ara sepataia +
and thé &xervise of any right or remedy shail nol imi o- prejudice {he 2 ol ge
remedy.
3. Waiver Amendment or Moric
6. Savarabiiily, In the evant any provistun af pattion gf aliy provision of {his Somer te
hy a court of competent fudsuiction to be unenfosceable or invalid, the tenatinisy provie
tered! shail remain in lull force ane eller.
7. Entie POI, Matwilitstancding any piirchase order submitted bs teycr wl:
on the facing page hereol or alached harelo, thls Agreanient constitutss the en
belveen Buyer and Seller pertaining tu Ure subject inatter hereol. Atty anil alt:
agrements or understandings heretoloie existing between the paries periaiiing to the
heteut ge expressly superseded and canceted by tis Agree
Agigenn
Agreerient, this Agreement shall be bint
legal seprasailatives. successnie and as
shall
10. Heaclings, Mekdings coritaiied tr this Agreament are lor prep
net parl of his AgreameritPage 29 UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
os Wh 24
A. NAME & PHONE OF CONTACT AT FILER {optional}
ELSIE HORST
EB. SEND ACKNOWLEDGMENT TO: (Name and Address}
| aMaDa CAPITAL CORPORATION
7025 FIRESTONE BLVD
BUENA PARK, CA 90621
LL
|
_
[THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
4 DEBTOR'S EXACTFULL LEGAL NAME -insertoniy one debtorname (1a0r1b)- da natabareviate or combme names
ta. ORGANIZATION'S NAME
| PRECISION AMERICAN METALS, LLC
OR
Tb. INDMIDUAC'S LAST NAME FIRST NAME " ene NAME SURES
Jc. MAILING ADORESS CIty [ST (POSTAL CODE COUNTRY
1050 KINGSLAND DRIVE | BATAVIA {TH | 60510 USA
Td. SEE INSTRUCTIONS TEDLINEO RE [ie-TVPEGF ORGANIZATION —— | tf JURISDICTION OF ORGANIZATION Hig, ORGANIZATIONAL ID #, if any
| ORGANIZATION
| OEBTOR {LLC 4 IL | 01876643 NONE
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only gne debtor name (2a or 2b) - do nat abbreviate or cambine names
22, ORGANIZATION'S NAME
OR 2b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDOLE NAME SUFFIX
2c, MAILING ADDRESS
CITY
STATE {POSTAL CODE
COUNTRY
E=INS AQO'L INFO RE {2e. TYPE OF ORGANIZATION
ORGANIZATION
‘DEBTOR |
2d.
21. JURISDICTION OF ORGANIZATION
|
2g. ORGANIZATIONAL ID #, t any
| | NONE
3. SECURED PARTY'S NAME [orNAMEaf TOTAL ASSIGNEE of ASSIGNOR.S/P) -insertonly one secured party name (Gaar 3b)
Sa. ORGANIZATIONS NAME
AMADA CAPITAL CORPORATION
OR
Bb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
4c. MAILING ADDRESS ciry STATE [POSTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARE CA | 90621 USA
4, This FINANCING STATEMENT covers the following collateral:
ONE AMADA TOOL GRINDER,
MODEL TOGUML, COMPLETE WITH ALL ATTACHMENTS NOW OWNED OR HEREAFTER ACQUIRED,
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE,
a.
a,
CETATE PECORDS Attach Agdendurm
B, OPTIONAL FILER REFERENCE DATA
PRECISION AMERICAN METALS, LLC
TAOMITION€ FEE
Le Hh Mo
FILING OFFICE COPY — UCC FINANCING cnt (FORM UCC) noha
7. Check to Reaves! SEARCH REPORT (S) an Dentons)
ALTERNATIVE DESIGNATION fif applicable]: [ |LESSEE?LESsOR | lconsisnee:condianor 7; IB AILEE/BAILOR | |SeLLERJBUYER Cac. un | lNon-uce EILING
This FINANCING STATEMENT is to pe fitted [for record] (or regoretes inthe REAL |?
{rt sures?
(| All Debtors T loettor +_| 4 F oer 2
fentional!Page 30 Documant 7; (files ‘03/28/2008 Page 26 of 41
WRF FORM OG Ms eguk Gl ry.
wer
A. NAME & PHONE OF CONTACT AT FILER {optional]
ELSIE HORST .
JB. SEND ACKNOWLEDGMENT TO: (Name and Address)
[AMADA CAPITAL CORPORATION |
7025 FIRESTONE BLVD
BUENA PARK, CA 90621 LICL ene p05
He
My
UE tas
Hi} tits
° THE ABOVE SPACE 1S FOR FILING OFFICE LISE ONLY
1. DEBTOR'S EXACTFULL LEGAL NAME -insertanly ane deptor name (ia or 1b)- do natabbreviate ar cambine names
Ita, ORGANIZATION'S NAME
— | PRECISION AMERICAN METALS, LLC
MB. INDIVIDUALS LAST NAME FIRST NAME MIDDLE-NAME SUFFI
46, MAILING ADDRESS ‘ city STATE [POSTAL CODE COUNTRY
1050 KINGSLAND DRIVE BATAVIA TL | 60510 USA
id. SEE INSTRUCTIONS FADO'LINFO RE |e, TYPE.OF ORGANIZATION htt. JURISDICTION OF ORGANIZATION tp. ORGANIZATIONAL ID ¢, If any "
ORGANIZATION
DEBTOR (LLC 1 | 01876643 [None
2, ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a.or 2b) « do not abbreviate or combine names
Zz. ORGANIZATION'S NAME
OR
Qh. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAVE SURFS
Ze, MAILING ARDRESS ery BTATE |POSTAL CODE COUNTRY
2d. SEE INSTRUCTIONS ADDL INFO RE [2e. TYRE OF CRGANIZATION [2f. JURISDICTION OF ORGANIZATION Zp, ORGANIZATIONAL ID #, ff any
ORGANIZATION
| DEBTOR |. | | TT] None
‘3. SECURED PARTY'S NAME (arNAMEoITOTAL ASSIGNEE of ASSIGNOR S/P) -insertonly one secured pamyname (Sa or 3b)
Sa. ORGANIZATIONS NAME
AMADA CAPITAL CORPORATION
OR ia INDIVIDUALS LAST NAME FIRST NAME . MIDDLE NAME [SUFFIX
3c. MAILING ADDRESS cry STATE jPOSTAL CODE COUNTRY
— 7025 FIRESTONE BLVD BUENA PARK CA 19062) USA
4, This FINANCING STATEMENT cavers the following collateral:
ONE AMADA SPOT WELDER, MODEL ID40ST, COMPLETE WITH ALL ATTACHMENTS NOW OWNED OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
. ALTERNATIVE DESIGNATION [if applicable]: | lLesseeressor |_| caustenseconsidvon | “BAILEEIBAILOR [| SELLER/BUYER I lac. LIEN [ Iwon-uce FILING
This FINANCING STATEMENT filed ff tcl | ecomed intnaR 7. Ohadk ta REQUEST SEARCH REPORT(S) on Debtor(s} rm |
Thug FINANGING STATEMENT is to oe ile {for record) torr Vin the REA al | Agi Ee 7 Tantonall [Jali Sebtore [ Ipenier 4 | (Genter 2
8. OPTIONAL FILER REFERENCE DATA ! ( i th
ps a
PRECISION AMERICAN METALS, uel Ce LE, Mi one Le
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (from and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER {optional}
ELSIE HORST -
B. SEND ACKNOWLEDGMENT TC: (Name and Address)
LaMapa CAPITAL CORPORATI ON
7025 FIRESTONE BLVD LICL Qi ea 3015 e454
BUENA PARK, CA 90621 conteed we: spy ees
SORIE LSS Y” LiiS0yon Fs
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAL NAME -insertoniy one debiorname (iar b)-do natabbreviste or combine names
4a. ORGANIZATION'S NAME
PRECISION AMERICAN METALS, LLC
OR te. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX
4c. MAILING ADDRESS ory STATE | POSTAL CODE TCOUNTRY
1050 KINGSLAND DRIVE. BATAVIA T | 60510 USA
td, SEE INSTRUCTIONS ADO'L INFO RE | te. TYRE OF ORGANIZATION 12, JURISDICTION OF ORGANIZATION 7p. ORGANIZATIONAL ID #, i any
: ‘ORGANIZATION .
DEBTOR [LLC | Ib | 01876643 [|wone
2, ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - inser: only pne debtor name (Ze-er 2b) -de not abbreviate or combine names
fa. ORGANIZATION'S NAME ay
‘OR TSEINDIVIDUAL'S LABT NAME FIRST NAME MISDLE NAME SORE
2s, MAILING ADDRESS cIry BTATE |POSTAL CODE TOUNTRY
2, SEEINSTRUCTIONS ADDL INFO RE | 2e. TYPE OF ORGANIZATION (at, JURISDICTION OF ORGANIZATION Zig. ORGANIZATIONAL ID #, #f any
ORGANIZATION ¢ : : :
. DEBTOR \ ' | : ri NONE
2, SECURED PARTY S NAME (orNAMEoITOTAL ASSIGNEE of ASSIGNOR 8/P) «insertonly one secured party.name (3a ar3b) :
3a. ORGANIZATION'S NAME
AMADA CAPITAL CORP ORAT ON
OR feb. INDIVIDUALS LAST NAME _|FIRST NAME MIDDLE NAME BUPFIN
Bc. MAILING ADDRESS city “TETATE |POBTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARK CA | 90621 USA
4, This FINANCING STATEMENT covers the isliowing collateral:
ONE AMADA SOFTWARE PACKAGE COMPLETE WITH ALL ATTACHMENT 'S NOW OWNED OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE RE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
JA.NAME & PHONE OF CONTACT AT FILER {optional
ELSIE HORST
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
[AMADA CAPITAL CORPORATION
7025 FIRESTONE BLVD
BUENA PARK, CA 90621
LL
|
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206 JUL 27 PH &: 30
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THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAL NAME -insenanly pne debtorname (12 of 1b)-do notabbreviate or cambins names
1 8, ORGANIZATIONS NAME
PRECISION AMERICAN METALS: LLC
vO
SUFFIX
o 4b INDIVIDUAL'S LAST NAME FIRST NAME IMIDDLE NAME
. |
‘ic. MAILING ADDRESS cry. STATE |POSTAL CODE COUNTRY
: - Lo
1050 KINGSLAND DRIVE BATAVIA TL 160510 USA
72, BEE INSTRUCTIONS SAB DINED RE Tie TYPE OF ORGANIZATION | 11, JURISDICTION OF ORGANIZATION Tip, ORGANIZATIONAL ID #, I any
ORGANIZATION ~.
peetor = | LLC | i | 01876643 [| None
2, ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME ~ inser. only ons debtor name (22 or 2b) - do noi abbreviate or combine names
22, ORGANIZATION'S NAME a
OR [SEINDIVIDUAL'S -AST NAME FIRST NAME {MIDDLE NAME SUFFIX
2s. MAILING ADDREES ciry STATE {ROSTAL CODE COUNTRY
2d. SER INSTRUCTIONS ADDL INFO RE | ge, TYPES OF ORGANIZATION 2¢, JURISDICTION OF ORGANIZATION 2g, ORGANIZATIONAL ID #, ihany
ORGANIZATION =
DEBTOR’ \ | |_| NONE
3, SECUREDPARTY'S NAME (orNAME of TOTAL ASSIGNEE of ASSIGNOR S/P) ~insertonly one secured party name (a or 3b}
3a. ORGANIZATION'S NAME
OR Fens INDIVIDUALS LAST NAME. FIRST NAME MIDDLE NAME SUEER
3c. MAILING ADDRESS City STATE JPOSTAL CODE COUNTRY
70245 FIRESTONE BLVD. BUENA PARK CA | 90621 USA
4, This FINANCING STATEMENT cover:.the following colieteral:
ONE AMADA INSPECTION MACHINE, MODEL FABRIVISION, COMPLETE WITH ALL ATTACHMENTS NOW OWNED OR HEREAFTER ACQUDRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST
FULL PURCHASE PRICE.
IN THE ABOVE
VE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
yin th
a. [| This FINANCING STATEMENT 1s to be filed [tor record) (or rengpned) it
ESTATES PECORDS Atach Addendum
8, OPTIONAL FILER REFERENCE DATA
PRECISION AMERICAN METALS, LL
“
FILING OFFIC
AL
7, Gneck to REQUEST SEARCH REPOR
policable’ RItional FEE!
Le, I
T{S) on Dentmr(s}
lontonal:
| Ail Gebrars [ \bestor 4 | oeteor 2
fk oniv ued
E COPY — UCC FINANCING 8&7 “ash T (FORM ued ) (REV. O5/22/02)Page 33 UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (iront and baok) CAREFULLY
A, NAME & PRONE OF CONTACT AT FILER [optional]
ELSIE HORST
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
| aMADA CAPITAL CORPORATION —
7025 FIRESTONE BLVD
BUENA PARK, CA 90621
L
|
Page 29 of 41
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1, DEBTOR'S EXACT FULL LEGAL NAME - insertoniyone debtorneme (12 o11b)-donotaboreviate: orcambine names
da. ORGANIZATIONS NAME
PRECISION AMERICAN METALS, LLC
OR FTE INDIVISUACSLAST NAME FIRST NAME MIDDLE NAME SUERIE
Te. MAILING ADDRESS ~[BRY STATE [POSTAL CODE COUNTRY
1050: KINGSLAND DRIVE BATAVIA IL 60510 USA
40. SEE INSTRUCTIONS ADDL INFORE [te. TYPE OF GREANZATION ~~ |11, JURISDICTION OF ORGANIZATION Tg. ORGANIZATIONAL ID#, freny
ORGANIZATION
DEBTOR | , | 01876643 1 INowe
‘9 ADDITIONAL DEBTOR'S EXACT FULL LEGAL-NAME.- insert oniy ane defior name (2a of 2b) + do not abbreviate or combine mamas
2a, ORGANIZATION'S NAME ;
oO
4
2b, INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME SUEFIX
2c, MAILING ADDRESS
CITY
STATE j|POSTAL CODE COUNTRY
Id, SEZ INSTRUCTIONS [ADDILINFO RE [2c TYPE OF ORGANIZATION
| ORGANIZATION
| DEBTOR |
|
pat. JURISDICTION OF ORGANIZATION
| 2p. ORGANIZATIONAL ID #, if any
| [|wowe
= SECURED PARTY'S NAME jorNAME cf TOTAL ASSIGNEE of ASSIGNOR S/F) -insertanly one secured pany name Ga or Bb}
Sa. ORGANIZATION'S NAME
AMADA CAPITAL CORPORATION
OR fap, INDIVIDUALS LAST NAME NAME [MICOLE NANE SUPE
e. MAILING ADDRESS Cry ETATE [POSTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARK CA {90621 USA
4, This FINANCING STATEMENT covers thé following collateral:
ONE AMADA MANIPULATOR SYSTEM, MODEL MPL225NJ, COMPLETE WITH ALL ATTACHMENTS NOW OWNED: OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
5. ALTERNATIVE DESIGNATION fif anniicable]: [LESSEE/LESSOR
&, This FINANCING STATEMENT ts to he fited fer record) [or recorded)
C ESTATE BECORRE _Atach Addendum it
8. OPTIONAL FILER REFERENCE DATA C
I uo YS
PRECISION AMERICAN METALS,
[| Soe
REAL
pois gebie!
Zhe hide
| leat
Check th REQ Eee
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FILING OFFICE COPY — UCC FINANCING argh ent (FORM veo) Rev o522/00)
f
T SEARCH REPORT (S) on Debtor(s)
SELLER/BUYER: : [| AG. LIEN F tno. UCC FILING
[| All Debtors [| Gebtor 4 [ |pebtor 2 2
LEE/BAILOR
fasvonslPage 34 ~~ -
mRMEMIE Wie
Dgcumient Br25F \ ‘Fited 03/28/2008 Page 30 of 41
wil
URE GET ODD CODE DN.
abt Nad va ww
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS ffrontand back) CAREFULLY aang WH. 3] Pe L: 38
A. NAME & PHONE OF CONTACT AT FILER [optional]
ELSIE HORST
JB. SEND ACKNOWLEDGMENT TO: {Name and Address)
[acne CAPITAL CORPORATION
7025 FIRESTONE BLVD Se f
BUENA PARK, CA 90621
. “UPL nee re rig aS 44d:
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1. DEBTOR'S EXACT FULL LEGAL NAME -insertoniyone destername (12 or 1b)~do notabbreviate or combine names
1B, ORGANIZATION’S NAME
PRECISION AMERICAN METALS, LLC
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
OF TErINDIVIOUALS LAST NAME FIRST NAME MIDDLE NAME SURE
tt. MAILING ADDRESS : Cty : STATE {POSTAL CODE COUNTRY
1056 KINGSLAND DRIVE ‘|BATAVIA .. _ TL |60510 USA
7 SEEINSTELGTIONS /ADDINFORE [a TYPEOFORGANIZATION ——/4(, JURISDICTIONGF ORGANIZATION 3p ORGANEATIONAL D#, any
| ORGANIZATION | .
(DEBTOR fLLC | IL . ft 01876643 , Plone
2. ADDITIONAL DE BTOR'S EXACT FULL LEGAL.NAME -ineert only one debtor ‘name (a or 2b} - do not abbreviate or combine names
2a, ORGANIZATION'S NAME " :
OR 55 INDIVIDUALS LAST NAME TEIRST NAME MIDDLE NAME SURES
Te MAILING ADSREES civ STATE [POSTAL GSDE SOUNTRY
ad, SEE INSTRUCTIONS ADD'L INFO RE | Ze, TYPE. OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION }2o- ORGANIZATIONAL ID #, ilany .
| ORGANIZATION . / :
DEBTOR | NONE
3.SECUR =D PARTY'S NAME (orNAMEOFTOTAL ASSIGNEE of ASSIGNOR S/>) -insenonly one secured pary name (2a or 3b)
Sa. ORGANIZATION’S NAME
| AMADA: CAPITAL CORPORATION
OR 3b.. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME |SUPRIX.
ac. MAILING ADDRESS cry STATE {POSTAL CODE (COUNTRY
7025 FIRESTONE BLVD ‘| BUENA PARK ‘CA 190621 USA
é. This FINANCING STATEMENT covers the following callzitaral:
ONE AMADA TURRET PUNCH PRESS, MODEL EM2510NT, WITH TOOLING PACKAGE, SCRAP CONVEYOR, COMPLETE WITH ALL
ATTACHMENTS NOW OWNED OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
evi ry ri mi
. ALTERNATIVE DESIGNATION Tif anolicable|:| | ESseen ESsoR | | CONSIGNEEICOMSIGNOR | Jpal ILEEIBAILOR | |SELLER/BUYER | (AG. LIEN | INON-UICE FILING
é. ST This FINANCING STATEMENT ts to be filed (for recard).(or recorcigciwdwtine REAL | #Sreck jo REQUEST SEARCH REPORTS) on Debtor(s) cl ri bl
EeTATE RECORDS Attach Addendum a {it Bpoitodpie: Tap TTONALEER jopponst All Dabtors | [Debtor 7 Debtor 2
§. OPTIONAL FILER REFERENCE BATA ZBL, Lo
PRECISION AMERICAN METALS, iN Abs,
“Te
FILING OFFICE COPY — UCC FINANCING srapeuthn (FORM ucon i psr2In2)Page 35 Page 31 of 41
“CECE
— oe UnIF ORF
UCC FINANCING STATEMENT ow 4 30
FOLLOW INSTRUCTIONS Gront and back) CAREFULLY anac TM 2] PH Ky: wi
VA.NAME & PHONE GF CONTACT AT FILER [optional] - ~
ELSIE HORST
B. SEND ACKNOWLEDGMENT TQ: -(Nams and Address)
| AMADA: CAPITAL CORPORATION |
7025 FIRESTONE BLVD
BUENA PARK; CA 90621
. THE ABOVE SPACE [S FOR FILING OFFICE USE ONLY
4 DERTOR'S EXACT FULL LEGAL NAME - -inserronly ane eebor name (12 0r78)* «do notabbremate orcombine names
ta. ORGANIZATIONS NAME
PRECISION AMERICAN METALS, LLC
OR PIE INDIVIDUALS LAST NAME TARST NAME MIDDLE NAME SURED
To MAILING ADDRESS “ety ~ STATE JPOBTAL CODE SOUNTRY
1050 KINGSLAND DRIVE i BATAVIA iTh | 60510 USA
qd SEE INSTRUCTIONS ADBLINFORE [ie TYPE OF ORGANIZATION. ~ [#2 JURISDICTION OF ORGANIZATION Jig. ORGANIZATIONAL 1D #, ifeny
ORGANIZATION a
DEBTOR jLLC ; IL | 01876643 T|wone
9. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only pne debtor name (za er 2b) - do not abbreviate or combine names
[2a. ORGANIZATION'S NAME ;
OR (Sp. INDIVIDUALS LAST NAME FIRST NAME MIDOLE NAME - SUFFIX
Ze. MAILING ADORESS carry STATE {POSTAL CODE COUNTRY
2d. SESINSTRVCTIONS AED'LINFO RE |2e. TYPE OF GRGANIZATION [2 JURISDICTION OF ORGANIZATION 2p, ORGANIZATIONAL ID #, any
DRGANIZATION
| DEBTOR | | | : Th none
3 SECURED PARTY'S NAME (orNAME of TOTAL ASSIGNEE of ASSIGNOR S/P)-inseronly ane secured pany name (As of 3b)
Sa. ORGANIZATION'S NAME
AMADA CAPITAL CORPORATION
OR Sb, INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFRIS
Zo. MAILING ADDRESS Cry SiATE (POSTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARK CA | 90621 pUSA
4, This FINANGING STATEMENT covers tne following solateral:
ONE AMADA ROBOTIC PRESS BRAKE, MODEL HDSLO30NTR, WITH TOOLING PACKAGE, COMPLETE WITH ALL ATTACHMENTS NOW OWNED
OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
&. ALTERNATIVE DESIGNATION [if applicable}: vl LESSEE/LESSOR i | CONSIGNEE/CONSIGNOR I leaueareanon [_lssunereuver | Jac. LIEN | {woweuce FILING
This FINANCING STATEMENT is to pe fied [rar recard] jor Tecatdedyth ine REAL (7, Gneck to eft ae SRARCH REPORT(S) on Debtor(s a [|
ESTATE RECORDS Amach Accendum fe apblcabs a | yy eer lngnonal All Debtor | [Debtor 4 loebeor 2
“|
2. OPTIONAL FILER REFERENCE DATA (Z¥ LM /
PRECISION AMERICAN METALS, LLC
olay eh
FILING OFFICE COPY — UCC FINANCING STATE Epi (FORM UCC) REV. o5r2d, neh,
/ ifPage 36 =A LSE I
08-cv-01706 Document6-2 Filed 03/28/2008 Pag 32 of 4
Case 1
Sep-06
Oct-06
Nov-06
-Dec-06
Jan-07
Feb-07
Mar-07
Apr-07
May-07
Jun-07
Jul-07
Aug-07
Sep-07
Oct-07
Nov-07
Contract No.
Serial No.
Book Date
ist Pmt
Amt Fne'd
Term (mths)
Mthly Pmt
Minty L/C
Interest Rate
int Factor
Delay
Pmts Made
Pmts Remain
Pmts Delg
LiG @ RPR
% Pmt to Tot
“Model Tyee Secu a
es Seer armen
CBO00003
98520200
8/31/2006
10/1/2006
17,280.00
60
365.13
18.26
9.75%
6.00812500
0
0
60
6
109.56
"CB00004
40800298
8/31/2006
10/1/2006
25,600.00
60
540.93
27.05
9.75%
6.008 12500
0
0
60
6
162.30
CBO0001
41812007
5/15/2007
71,904.00
65
1519.33
75.97
9.75%
0.00812500
0
0
60
2
0.00
Precision American Metals, LLC
“CBO00002
6065523 A1225239
4/5/2007 4/512007
5/15/2007 5115/2007
53,600.00 96,800.00
60 60
1,132.57 2,045.38
56.63 102.27
9.75% 9.75%
0.00812500 0.00812500
0 0
0 0
60 60
2 . 2
0.00 0.00 -
Amount Due
42,880.00
43,273.70
43,670.23
44,069.62
44,471.88
44,877.04
45,285.12
1,107,056.16
1,417,215.04
1,127,446.99
1,137,752.59
1,148,132.45
1,158,587.16
1,169,117.34
1,179,723.60Page 38 SO WS 7 MONROE ODI UU UU, WPAN NAL OUD
TELEPHONE: 312-251-9600C ase 1:08-cv-01706 Document6-2 ~~ Filed 03/28/2008 Page 34 of 41
FACSIMILE: 312-251-9604
EMAIL: MPCONNELLY@CRMLAW.COM
MATTHEW P. CONNELLY CONNELLY ROBERTS & McGIVNEY LLC
July 20, 2007
John Mazurek, President
‘Precision American Metals, LLC
1050 Kingsland Dr.
Batavia, Illinois 60510
Re: Amada America,Inc. Agreements in Default:
Payment Necessary to Avoid Proceedings
Dear Mr. Mazurek:
Please be advised that I represent Amada America, Inc. with regard to several agreements
upon which Precision Metals owes Amada and has yet to make apayment. The agreements are
as follows:
a. Agreement Number 14744, to purchase a TogullI Tool Grinder from Amada
for the purchase price of $21,600.00. There is a present outstanding amount
of $18,919.06 on this Agreement.
ob. Agreement Number 14546, dated July 20, 2006, to purchase a Spot Welder
from Amada for the purchase price of $32,000.00. There is a present
outstanding amount of $28,028.22 on this Agreement.
c. Agreement Number 14738, to purchase an APS Software Package from
Amada for the purchase price of $89,880.00. There is a present outstanding
amount of $73,898.85 on-this Agreement.
d. Agreement Number 14550, to purchase a Fabrivision Inspection Machine
from Amada for the purchase price of $64,700.00. There is a present
outstanding amount of $55,087.03 on this Agreement.
e. Agreement Number 14742, to purchase a Manipulator System from Amada
for the purchase price of $122,000.00. There is a present outstanding amount
of $99,485.53 on this Agreement,
f. Agreement Number 14740, to purchase a Turret Punch Press, with Tooling
Package and Scrap Conveyor, from Amada for the purchase price of
$307.235.00. There is 2 present outstanding amount of $313,108.10 on this
Agreement,
EXHIBIT
7Page 39 g. Agreement Number 14741, to purchase a Robotic Press Brake with Tooling
Package from Amada for the total purchase price of $605,000.00. There is a
present outstanding amount of $549,225.89 on this Agreement.
Although you agreed to remit monthly payments beginning on October 1, 2006 for
Agreements number 14744 and 14546, and on May 15, 2007 for Agreements number 14738,
14550, 14742, 14740 and 14741, no payment has yet been received on any of these Agreements.
As such, Amada has exercised its right under Section B, Paragraph 7(b) of the Agreements and
has accelerated all amounts owed by Precision; making the entire amount owed under each
agreement due immediately.
Further, please note that Amada reserves its mght under Section B, Paragraph 7(c) of the
Agreements to take immediate possession of all Property that is the subject of any of the
Agreements, namely, the Togulll Tool Grinder, the Spot Welder, model number ID40ST; the
APS software package; the Fabrivision Inspection Machine; the Manipulator System, model
- number MP1225NJ; the Turret Punch Press with Tooling Package and Scrap Conveyor, model
number EM2510NT; and the Robotic Press Brake with Tooling Package, model number
HDS1020NTR.
Pursuant to Section A, Paragraph 4 of the Terms and Conditions of each Agreement, a
late fee has been and will continue to be assessed against each Agreement at 2 rate of 5% of the
amount due. Furthermore, the interest on each agreement is still accruing at arate of 9.75% per
month. Accordingly, each month you put off repaying the total amount due to Amada, the
amount you owe will continue to increase exponentially.
Your original principle amount due was $1,104,240.00. As of the date of this
correspondence, however, the total amount you owe Amada, including any and all late fees and
accrued interest, is $1,137,752.68. If you refuse to remit payment of the entire amount you
currently owe to Amada America, Inc. within five days of receipt of this letter, we will have no
choice but to bring legal action against you.
Please-contact me as soon as possible to discuss payment of the total amount you owe.
Very truly yours, ,
dy
Matthew P. Connelly
MAT: tre
c.c.. Dave Kehr
b.c.c.. Timothy EavensonPage 40 EME
Case 1:08-c ONO DAG MRIVIERRG « EIIRNEG/28/2008 Page 36 ai
VIADA AMERICA, INC., 7025 Flrestone Bivd., Buena Park, CA 90621 2 ne -
EQUIPMENT PURCHASE AND SECURITY AGHEEMENT
(SUPPLEMENTAL DOCUMENTS)
JYER'S HAME,.. AMADA AMERICA, INC, CUSTOMER NUMBER
Precision. American Metals, Le. M177 a
UNCONDITIONAL CONTINUING GUARANTY
FOR VALUABLE CONSIDERATION RECEIVED, and to induce AMADA AMERICA, INC. (‘Baller’) lo enter into an Equipme
Purchase and Security Agreement ("Agreement’}, other agreements and insliuments, anc any amendments thereto, with Buyer and
perform the obligations thereunder in connection with the sale of certain equipment and other personal properly to Buyer on an instalime
payment basis, the undersigned (whether there be one or more than one, “Guaranlors") agrees as follows:
i. . Guatantors unconditionally guaranty and promise lo pay to Seller, on demand, any incébledness of Buyer to Seller not pe
when dye, Where Guarantors include more than one parly their tiabilily hereunder shall be joint and several. The word ‘iridebtednes
includes without limitation any advance, debt, obligation of Hability of Buyer fo Seller, whelher heretotore or herealler made, incurred
ciealed, whether voluntary oF byvolunlary and however arising, whether due or not due, absolule or contingent, liquidaled ot unliquidate
Uetermined of undetermined, whether recovery upon such indebtedness may be or herealler become barred by any statute of limitation
and whether such indebtedness may be or herealler_ become unentorceable. Without limiting the generalily of the foregoing, I
indebledness quaranteed hereunder inchides all indebtedness of Buyer to Seller arising out of any equipment purchase, installment sa
securily or olher agreement relating to the purchase of the Properly by Buyer, including without limitation late charges, interest al |
highest rate permilied by law, reasonablo expense of retaking, holding, preparing for sale, and selling the Property, and deficiency
balance remaining afler any sale or other disposilion of the Property by Seller aller detauil by Buyer, and all other reasonable expens
and costs incurred by Seller, inchiding allomey’'s fees.
2. Guarnators authorize Seller, without notice or demand and wilhout alfecting the tlability of Guarantors hejeunder, from lime
lime to (a} rensw, compromise, exiend, accelarate or otherwise change the ime for payment or change the terms of Buyer's indebledne
lo Seller or any part thereol; (b) fake and hold asourlly for the payment of thls Unconditional Contlhulng Guaranty or the lidébiadne
guaranteed hereunder, and exchange, anforcs, walve and relaand Rhy auioh aeourity; (°) apply auth seoully and direal the order or man
of sale thereof aa Gellar in te sole discrallon may delainine; and (( raleage or subatluis any one or more Guarantors, Beller may with
nolice assign this Uncondillonal Gonllnulng Guaranty, th whole or iA part, in whieh case (ils Uncondlilonal Continuing Guaranty shall in
to the benelil of Seller's assigns and successors in Interest. . ~
3. Guarantors waive any righl to require Seller to (a) proceed agains! Buyer or any other parly; (b) proceed against or exhaust:
secuily of Buyer held by Selier or any other party; or (c) pursue any other remady in Seller's power Whalsoever. Guarantors walve fo
luflest extent permitted by law any defense atising by reason of any disability or olfier detense of Buyer, of by reason of the cessation {r
any cause in whatsoever of the liability of Buyer. Until all Indebledness of Buyer to Seller shall have been paid In full, Guarantors shall lu
no light of subrogation and waive any right to enforce any remedy which Seller now has or may herealter have against Buyer, and we
any benelit of, and any right to parlicipate in, any security now or hereafler held by Seller. Guarantors waive all presentmenis, demands
perlormancé, notices of nonperformance, ratesls, nolices of protest, notices of dishonor, notices: of acceplance of, and notices of
existence, creation or incurring of new or additional indebtedness undar this Uncondilional Continuing Guaranty.
4, Any indebledness of Buyer now or herealter held by Guarantors is hereby subordinaled to the indebledness of Buyer lo Se
Such Indebledness of Buyer to Guarantors, if Seller so requests, shall be collected, enforced and received by Guaranlots as trustees
Seller and be paid over to Seller on account of the Indebtedness of Buyer to Sefler without reducing or affecting In any manner the liab
ol Guarantors under the other provisions of this Unconditional Continuing Guaranty.
5. it any of. Guarantors is a cerporation or paitrership, it represents and warrants that the execuilon of this Unconditic
Continuing Guaranty has been authotized by all necessary corporate or partnership action.
6. Guarantors agree to pay reasonable allorneys iees and all olher costs and expenses which may be Incurred b Seller in
enforcement of this Unconditional Continuing Guaranty. This Unconditional Continuing Guaranty shall be binding upon the heirs, exécut
administrators and assigns of Guarantors. Any amounts due hereunder not paid when due shall accrue Inleres! at the highest
pernitled by law.
7. This Unconditional Continiing Guaranty shall be governed by and construed under the laws of the State of Califor
Guarantors consent to the non-exclusive jurisdiction of the stale and federal courts located In Los Angeles, California and agree that S
may maintain an action in any such court to collect any amounts payable by Guarantors to Sailer hereunder.
IH WITNESS WHEREOF, the undersigned Guarantors have executed this Unconditional Continuing Guarar
\ WSO King crnd Dh, as of hil¢ ee 22°.
, be ——
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MM. Mébeieek
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NAME OF
PARTNERSHIP
GENERAL PARTNER'S
SIGNATUNE t=
PRINT NAME
NAME OF
CORPORATION
SIGHATURE oe
PAINT NAME
AND TLE —o a aS
ATTACH ADDITIONAL SHEETS IF NECESSARY
TONS MUST COMPLETE THE CERTIFICATE OF NESOLUTION OF THE CERTIFICATE OF AUTHOMZATION, AS APPROPHUATE
\ CORPORATE AHO PANTHERSHIP GPage 41 35 WEST MONROE STREET, SUITE 1700, CRHCAGO, I “DS GU6US .
TELEPHONE: 312-251-9s00case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 37 of 41
PACSIMILE: 312-251-9601
EMAIL: MPCONNELLY@CRMLAW.COM
MATTHEW P, CONNELLY . ‘CONNELLY ROBERTS & McGIVNEY LLC
July 20, 2007
John Mazurek, Guarantor
7N295 Whispering Trail Road
St. Charles, Iilinois 60175
Re: Amada America, Inc. Agreements in Default:
Payment Necessary to Avoid Proceedings
Dear Mr. Mazurek:
Please be advised that I represent Amada America, Inc. with regard to several agreements
upon which Precision Metals owes Amada and has yet to make a payment. As Guarantor of
these agreements, you are responsible for their repayment. The agreements are as follows:
a. Agreement Number 14744, to purchase a Togulll Tool Grinder from Amada
for the purchase price of $21,600.00. There is a present outstanding amount
of $18,919.06 on this Agreement.
b. Agreement Number 14546, dated July 20, 2006, to purchase a Spot Welder
from Amada for the purchase price of $32,000.00. There is a present
outstanding amount of $28,028.22 on this Agreement.
Agreement Number 14738. to purchase an APS Software Package from
Amada for the purchase price of $89,880.00. There 1s a present outstanding
amount of $73,898.85 on this Agreement.
oO
d. Agreement Number 14550, to purchase a Fabrivision Inspection Machine
from Amada for the purchase price of $64,700.00. There is a present
outstanding amount of $55,087.03 on this Agreement.
e. Agreement Number 14742, to purchase a Manipulator System from Amada
for the purchase price of $122,000.00. There is a present outstanding amount
of $99,485.53 on this Agreement.
f, Agreement Number 14740, to purchase a Turret Punch Press, with Tooling
Package and Scrap Conveyor, from Amada for the purchase price of
$307,235.00. There is a present outstanding amount of $313,108.10 on this
Agreement.
Agreement Number 14741, to purchase a Robotic Press Brake with Tooling
Package from Amada for the total purchase price of $605,000.00. There ts a
present outstanding amount of $549,225.89 on this Agreement.
go
EXHIBIT
LPage 42 Although Precision agreed to remit monthly payments beginning on October 1, 2006 for
Agreements number 14744 and 14546, and on May 15, 2007 for Agreements number 14738,
14550, 14742, 14740 and 14741, no payment has yet been received on any of these Agreements.
As such, Amada has exercised its right under Section B, Paragraph 7(b) of the Agreements and
has accelerated all amounts owed by Precision, making the entire amount owed under each
agreement due immediately.
Pursuant to the Unconditional Continuing Guaranty you signed, you mdividually and
personally promised to pay Amada, on demand, any of Precision’s indebtedness to Amada not
paid when due. Amada hereby demands that you pay the full amount owed to it by Precision
immediately.
Please note, pursuant to Section A, Paragraph 4 of the Terms and Conditions of each
Agreement, a late fee has been and will continue to be assessed against each Agreement at a rate
of 5% of the amount due. Furthermore, the interest on each agreement is still accruing at a rate
of 9.75% per month, Accordingly, each month you put off repaying the total amount due to
Amada, the amount you owe.as Guarantor will continue to increase exponentially.
-Precision’s ‘original, principle amount due was $1,104,240.00. As of the date of this
correspondence, however, the total amount Precision owes Amada, including any and all late
fees and accrued interest, is $1,137,752.68. If you refuse to remit payment of this entire amount
currently owed to Amada America, Inc. within five days of receipt of this letter, we will have no
choice but to bring legal action against you.
Please contact me as soon as possible to discuss payment of the total amount you owe.
Very truly yours,
‘P, Connelly
MAT: tre
c.c.: Dave Kehr
b.c.c.: Timothy EavensonPage 43 58 WEST MONROE STREET, SUITE 1700, CHICAGO TD WS 60603
TELEPHONE: 312-251-960004S€ 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 39 of 41
FACSIMILE: 312-251-9601
BMAIL: MPCONNELLY@CRMLAW.COM
MATTHEW P. CONNELLY CONNELLY ROBERTS & MeGIVNEY LLC
July 20, 2007
Pamela Mazurek, Guarantor
7N295 Whispering Trail Road
St. Charles, Illinois 60175
Re: . Amada America, Inc. Agreements in Default:
Payment Necessary to Avoid Proceedings
Dear Mrs. Mazurek:
Please be advised that I represent Amada America, Inc. with regard to several agreements
upon which Precision Metals owes Amada and has yet to make a payment. As Guarantor of
these agreements, you are responsible for their repayment. The agreements are as follows:
a. Agreement Number 14744, to purchase a Togulll Tool Grinder from Amada
for the purchase price of $21,600.00. There is a present outstanding amount
of $18,919.06 on this Agreement.
b. Agreement Number 14546, dated July 20, 2006, to purchase a Spot Welder
from Amada for the purchase price of $32,000.00. There is a present
outstanding amount of $28,028.22 on this Agreement.
c. Agreement Number 14738, to purchase an APS Software Package from
Amada for the purchase price of $89,880.00. There is a present outstanding
amount of $73,898.85 on this Agreement.
d. Agreement Number 14550, to purchase a Fabrivision Inspection Machine
from Amada for the purchase price of $64,700.00. There is a present
eutstanding amount of $55,087.03 on this Agreement.
-e. Agreement Number 14742, to purchase a Manipulator System from Amada
for the purchase price of $122,000.00. There is a present outstanding amount
of $99,485.53 on this Agreement.
f. Agreement Number 14740, to purchase a Turret Punch Press, with Tooling
Package and Scrap Conveyor, from Amada for the purchase price of
$307,235.00. There is a present outstanding amount of 5313,108.10 on this
Agreement.
g. Agreement Number 14741, to purchase a Robotic Press Brake with Tooling
Package from Amada for the total purchase price of $605,000.00. There is a
present outstanding amount of $549,225.89 on this Agreement.
EXHIBIT
boyPage 44 Case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 40 of 41
Although Precision agreed to remit monthly payments beginning on October 1, 2006 for
Agreements number 14744 and 14546, and on May 15, 2007 for Agreements number 14738,
14550, 14742, 14740 and 14741, no payment has yet been received on any of these Agreements.
As such, Amada ‘has exercised its right under Section B, Paragraph 7(b) of the Agreements and
has accelerated all amounts owed by Precision, making the entire amount owed under each
agreement due immediately.
Pursuant to the Unconditional Continuing Guaranty you signed, you individually and
personally promised to pay Amada, on demand, any of Precision’s indebtedness to Amada not
paid when due. Amada hereby demands that you pay the full amount owed to it by Precision
immediately, —
Please note, pursuant to Section A, Paragraph 4 of the Terms and Conditions of each
Agreement, a late fee has been and will continue to be assessed against each Agreement at a rate
of 5% of the amount due. Furthermore, the interest on each agreement is still accruing at a rate
of 9.75% per month. Accordingly, each month you put off repaying the total amount due to
Amada, the amount you owe as Guarantor will continue to increase exponentially.
Precision’s original, principle amount due was.$1,104,240.00. As of the date of this
correspondence, however, the total amount Precision owes Amada, including any and all late
fees and accrued interest, is $1,137,752.68. If you refuse to remit payment of this entire amount
currently owed to Amada America, Inc. within five days of receipt of this letter, we will have no
choice but to bring legal action against you.
Please contact me as soon as possible to discuss payment of the total amount you owe.
e
Very truly yours;”
(:
P. Connelly
MAT ‘tre
c.c.: Dave Kehrh
b.c.c.: Tumothy EavensonPage 45 Case 1:08-cv-01706 cH Re OM Serle 03/28/2008 RPpgy pr4an 7 ED
The civil cover sheet and the information contained herein neither replace nor supplement the filing
law, except as provided by local rules of court. This form isrequired for the use of t
INSTRUCTIONS ON THE REVERSE OF THE FORM.)
(a) PLAINTIFFS
AMADA AMERICA, INC.
(b) County of Residence of First Listed Plaintiff Orange County, California
(EXCEPT IN U.S. PLAINTIFF CASES)
DEFENDANTS
PRECISION AMERI
JOHN M, MAZURE, ab
LO
uF
County of Residence of First Listed Defendant _-
(IN U.S, PLAINTIFF CAS
NOTE: IN LAND CONDEMNATION CASES, U
LAND INVOLVED.
and service of pleadings or other papers as required b
e Clerk of Court for the purpose of initiating the civil 5
locket sheet. (SE
24 2007
AN MiGs Lt OV anf ABB MNeG oration,
ee
Pe BO tpRly
L 6 ¢
(c) Attomey’s (Firm Name, Address, and Telephone Number)
Matthew Connelly, Connelly Roberts & McGivney, LLC
55 W. Monroe St., Suite 1700, Chicago, Illinois, 60603
312/251-9600
Attorneys (If Known)
&
i
Lah:
fon,
be 8 bd bad
Age Ae
I. BASIS OF JURISDICTION Piace an “X” in One Box Only)
(For Diversity Cases Only)
PTF
[| 3 Federal Question
(U.S. Government Not a Party)
(m4 Diversity
(indicate Citizenship of Parties
in Item IID
Chi U.S. Government
Plaintiff
Citizen of This State
[ 2 U.S. Government
‘Defendant
Foreign Country
YV. NATURE OF SUIT (Place an “X” in One Box Only)
II. CITIZENSHIP OF PRINCIPAL
[I [ml
Citizen of Another State [| 2 [ 2
Citizen or Subject of.a [| 3 []3
DEF
PAR TES Ciace an
Incorporated or Principal Place
of Business In This State
Incorporated and Principal Piace
of Business In Another State
Foreign Nation
“X” in One Box for Plaintiff
and One Box for Defendant)
DEF
[]+ [mls
{mi} 5 ls
Ls Ls
(PLACE AN “X” IN ONE BOX ONLY)
Appeal to District
V. ORIGIN q Transferred from Cy oy Tudge from
[2] Original (7]2 . Removed from (C]3 Remanded from 4 Reinstated or [7]5 another district 6 Multidistrict 7 Mdemrent”
Proceeding State Court Appeliate Court Reopened (specify) Litigation Judgment
VI. CAUSE OF ACTION (Enter U.S. Civil Statute under which you are filing and write
a brief statement of cause.)
Breach of contract action based on Defendants' failure to pay for
goods delivered and accepted.
VI. PREVIOUS BANKRUPTCY MATTERS (For nature of
suit 422 and 423, enter the case number and judge for any associated
bankruptcy matter perviously adjudicated by a judge of this Court. Use a
separate attachment if necessary)
CHECK IF THIS IS A CLASS ACTION
UNDER F.R.C.P. 23
VIN. REQUESTED IN
COMPLAINT:
IX. This case [Bis not a refiling of » previously dismissed action.
(lis a refiling of case number
DEMAND $
: previously dismissed by Judge
CHECK YES only if demanded in complaint:
JURY DEMAND: (Wes No
DATE
Af, “
i Z
c
SIGNATURE OF ATTORNEY OF RECORDPage 46 DEC~13-2007 Gass 1:08-cv-GiidQ6 rosHocument 6-3 _— Filed 03/28/2008 2:Page 4au9f6 p.a3/ae
Settlement Agreement aud Release
Thiy Setllement Aureernent and Release (the “Settlement Agreement’) is made
and entered into as of the 8” day of December, 2007 (the “Effective Date”), by and
between Ammuda America, Inc., a California Corporation (“Amada”), Precision American
Metals, LLC, an Iiinois limited liability Corporation (“Precision”) and John M, Mazurek
and Pamela F, Mazurek, individually (the “Mazurek’s"), Collectively, Precision and the
Mazurek’s are referred to as the “Defendants”, Amada, Precision and the Mazurek's are
jointly referred to ag the “Parties”.
Parties and Recitals:
L. Amada is ¢ corporation specializing in the manufacture and sale of
machine tools to the fabrication industry, with its headquarters and principle place of
business at 7025 Firestone Blvd. in the city of Buena Park, California.
2, Precision is an Illinois limited liability corporation, with its headquarters
and principle place of business at 1050 Kingsland Dr., in the village of Batavia, Kane
County, Iflinois.
3, The Mazurek’s are residents of the village of St. Charles, Kane County,
Illinois and are principals of Precision.
4, In July of 2006, Precision cxecuted seven separate Equipment Purchase
and Security Agreememis (the “Purchase Agreements’’), for the purpose of procuring a
number of specialized machines from Amada. Tha Purchase Agreements were numbered
as follows:
a. Agresment Number 14744, to purchase a Tool Grinder from Amada
for the total cash purchase price of $21,600.00;
b. Agreement Number 14546, to purchase a Spot Weider from Amada
for the total cash purchase price of $32,000.00;
Q
Agreement Number 14738, to purchase a Software Package from
Arnada for the total cash purchase price of $89,880.00;
d. Agreement Number 14550, to purchase an Inspection Machine from
Amada for the total cash purchase price of $66,500,00;
e. Agreement Number 14742, to purchase a Manipulator System from
Amada for the total cash purchase price of $121,000.00;
f. Agreement Number 14740, to purchase a Turret Punch Press, with
Tooling Package and Scrap Conveyor, from Amada for the total cash
purchase price of $380,820.00,
XHIBIT
6bPage 47 pEC-13-2007 Gases! :08-cv-04,406 podgacument 6-3 Filed 03/28/2008 =,.Bage 2,966 5 g.a5
g. Agreement Number 14741, to purchase a Robotic Press Brake with
Tooling Package from Amada for the total cash purchase price of
$668 000.00.
5, The total value of the Purchase Agreements, less cash down payments and
plus interest accrued thereon, is $1,399,95 5,20,
6. The Mazurek’s individually executed a document entitled “Unconditional
Continuing Guaranty”. That Guaranty provides, in pertinent part, that the Mazurek's
individually guaranty and promise to pay to Amada, on demand, any indebtedness of
Precision.
7, None of the Purchase Agreements have been paid by Pression, ar the
Mazurek’s. Amada has performed its obligations, in their entirety, under the terms of the
Purchase Agreements,
8. Asaresult of Precision and the Mazurek’s failure to tender payment under
the Purchase Agreements, a dispute has arisen between Atnada, Precision and the
Mazurek's. Atnada initiated a suit in the United States District Court for the Northern
District of Llinois, Eastern Division, captioned dymada America, Inc., v, Precision
American Metals, LLC and John M. Mazurek and Pamela F. Mazurek, Case na. 07 C
4177 (the “Lawsuit”). The Lawsuit seeks damages for the Defendants’ failure to tender
payment under the Purchase Agreements, as well prejudgment interest, costs and
attomeys’ fees. The claims of Amada in the Lawsuit are more fully detailed and defined
within its Complaint, which is attached as Exhibit A. The Purchase Agreements and the
Mazureks’ executed “Unconditional Continuing Guaranty” documents are also attached
as exhibits to the Complaint.
Settlement Agreement;
For good and valuable consideration, the receipt and sufficiency of which ts
hereby acknowledged, the Parties agree as follows:
9, Amada agrees to accept the sum of $1,469,952.96 (the “Settlement
Payment”) in full satisfaction of all amounts which Amada claims to be owed to it by
Defendants for the goods sold to them as alleged in the Lawsuit. This amount includes
the current value of the Purchase Agreements plus prejudgment interest at the rate of 5%.
Defendants shall be jointly and severally liable for the full satisfaction of the Settlement
Payment.
10. The Settlement Payment shall be payable as follaws:
a On November 28, 2007 Defendants tendered to Amada payment in
the amount of $39,820.34 (the “First Installment’), Amada
acknowledges receipt of the First Installment;
hdPage 48 pEC~13-2007 Gases 1 08-cv-04, ANG roggocument 6-3 ~—- Filed 03/28/2008 .,Page 3.066 2 pea,
b. The remaining amount due under this Settlement Agreement, or
$1,430,132.62 shall be paid in monthly installments of $23,835,534
(the “Monthly Installments’’), due on the 15" of each month and
beginning on December 15, 2007, The Monthly Installments shal!
- continue until the Settlement Payment is satisfied in full.
11. Upon receipt of the first Monthly Installment, Amada shall dismiss
Defendants, with prejudice and without costs, from the Lawsuit.
Remedies:
12, If, for any reason, Defendants fail to make any payment enumerated in this
Settlement Agreement within 7 (Seven) days of when such payment(s) become duc (the
“Event of Default”), Amada may initiate a proceeding against Defendants under this
Settlement Agreement, under ifs common law or statutory tights, or both, Or, in the
alternative, and at the sole discretion of Amada, in the Event of Default, Defendants
consent to the entry of a Confession of Judgment Order, without notice, the form and
content of such Confession of Judgment Order shall be consistent with the Confession of
Judgment Order that is attached as Exhibit B. Such Confession of Judgment Order shal!
be filed in the United States District Court for the Northern District of Illinois, Eastern
Division and shall bé enforceable against Defendants jointly and severally, The Parties
consent to the jurisdiction of the United States District Court for the Northern District of
\Jiinois, Eastern Division, for the purposes of the enforcement of this Settlement
Agreement and for the entry of the Confession of Judgment Order,
13. For purposes of the Confession of Judgment Order, Defendants appoint
the law firm of Connelly Roberts & McGivney LLC, or its designee, as attorneys in fact
for Defendants to enter the Confession of Judgment Order and for the preparation of any
motion required for the entry of such Order, Far purposes of this Agreement, Defendants
waive any conflict which may arise with Connelly Roberts & MeGivney LLC with
respect to the entry of the Confession of Judgment Order, in addition to waiving any
appeal rights which may arise-resulting from the entry of the Confession of Jud pment
Order. Defendants also waive and forego any affirmative defenses, bars to enforcement,
claims of estoppel, or any other matter which could act as a defense to the praceeding
relating to the entry of the Confession of Judgment Order and/or any matters relating to
the enforcement of any such Confession of Judgment Order, or supplemental proceedings
thereon,
14. Upon an Event of Default, Defendants shall be liable to Amada for the
Settlement Payment, in full, plus attorneys’ fees and costs, less any amounts paid by
Defendants pursuant to thig Setllement Agreement. At the time of the entry of the
Confession of Judgment Order, Connelly Roberts & MceGiyney LLC shall provide the
Court with an affidavit stating the amounts previously paid by Defendants pursuant to
this Agreement and the attorneys’ fees incurred by Amada.Page 49 DEc-13-2007 Gases! :08-cv-04 406 rodgaument 6-3 ~— Filed 03/28/2008 =,Page 4.e66 5 gelag
Relegse:
15. In consideration of the Settlement Payment, the Parties hereby absolutely,
urevocably and unconditionally forever release and discharge each other and, where
applicable, their parents, subsidiaries, affiliates and partners from and against any acd all
claims, liabilities, actions,causes of action, demands, judgments or damages of any and
al] kind or nature, whatsoever, that the Parties have or may have in the future, whether
known or unknown, suspected or unsuspected, at law, in equity, or otherwise, against
each other that have, or may, arise oul of the Purchase Agreements, or are currently
detailed in the Lawsuit, Notwithstanding anything contained in this Settlhement
Agreement to the contrary, this Settlement Agreement shall in no way affect the rights of
Amada stated herein, nor shal] it affect the rights of Amada to enforce the terms of this
Settlement Agreement, also staled herein.
16. The Parties make the following representations and warrantics to the other
Parties hereto:
A. Authority te execute Settlement Agreement: It is duly and validly
organized and existing and in good standing under the laws of the
state of its Organization and has full power and authority to
execute, deliver and perform this Settlement Agreement and the
documents and instruments to be exeouted and delivered by it
pursuant,to this Settlement Agreement. The execution, delivery
and-performance of this Settlement Agreement by it and each
document and instrument to be executed and delivered by it
pursuant to this Settlement Agreement have been duly authorized
by all required action of the partners, shareholders and directors
thereof and other persons whose consent may be required:
b. No Duress: The Parties have executed and delivered, or shal!
execute and deliver, this Settlement Agreement and the other
documents and instruments to be executed pursuant hereto, free] ¥
and voluntarily, with full knowledge and with the advice of
independent legal counsel and without duress;
c. Signatory: The person(s) executing this Settlement Agreement,
whether indivicually, or on behalf of any Party enumerated herein,
including each documents and instrument to be executed and
delivered by such person, has the authority to do so on behalf of
such party;
d. independent Investigation: The Parties have mace such
investigation of the facts pertaining to this Settlement Agreement,
and to all of the matters pertaining thereto, as they deem NCCEssary;
c, No Transfers: The Pariios have not conveyed, pledged, assigned orPage 50 DEC-13-2007 Gase@e1 :08-cv-04,406 roddacument 6-3 ~— Filed 03/28/2008 =,Bage 3.66 p.gevae
otherwise transferred any claim which they might have against any
other Party hereto,
17. There are no other agreements or representations, either oral of written,
express or implied, relating to the subject matter hereof, that are not embodied in this
Settlement Agreement, This Settlement Agreement represents a complete integration of
all prior and contemporaneaus agreements and understandings of the Parties relating to
such subject matter, and that any such agreements, to the extent that they may exist, are
hereby superseded by this Settlement Agreement, This Settlement Agreernent and any
other document referenced herein shall be interpreted in accordance with their fair
meanings and shall not be more or less favorably construed with respect to any of the
Parties,
18. = This Settlement Agreement shall be binding upon the Parties and their
respective successors and assigns and shall inure to the benefit of the Parties, and their
respective successors and assigns. No other person or entity shall be, or is intended to be,
a beneficiary under this Scttlement Agreement.
19, This Settlemem Agreement may be exeouted in counterparts and all of
said counterparts, taken together, will be deerned to constitute one and the same
instrument.
20, Any dispute which may arise under this Settlement Agreement shal! be
governed by the laws of the State of Illinois.
Executed as of the Effective Date,
By: Amada America, Inc.
Name: IN Als _C.CO.
D. Kehr li
Title: Chies Complinee OFGicey
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IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
AMADA AMERICA, INC., a California
corporation,
Plaintiff,
v. No. 07 C 4177
PRECISION AMERICAN METALS, LLC.,
An Illinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREK, individually,
Defendants.
Ne ne eee Neat” Nt Sag! tt! Sree Nene Name ee Set me
COMPLAINT
Plaintiff, Amada America, Inc. (“Amada”), by its attorneys, Connelly Roberts &
McGivney LLC, for its Complaint against Defendants, Precision American Metals, LLC.,
an Illinois Corporation (“Precision”), John M. Mazurek, an individual, and Pamela P.
Mazurek, an individual (collectively “the Parties”), states as follows:
Jurisdiction
1. Amada is a corporation with its headquarters and principle place of
business in the State of California. Precision is a limited liability corporation with its
headquarters and principle place of business in the State of Illinois. Upon information
and belief, John and Pamela Mazurek are residents of the State of Illinois.
2. The amount in controversy, exclusive of interest and costs, is in excess of
the sum specified by 28 U.S.C. §1332.
3. Defendants have waived any objection to this Court’s jurisdiction over this
matter. Further, Defendants consented to the jurisdiction of this Court for the purpose of
EXHIBIT
[=Page 54 Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 2of6
enforcing a Settlement and Release Agreement between the Parties and for the entry of a
Confession of Judgment Order as outlined in the following facts.
Parties
4, Amada is a corporation specializing in the manufacture and sale of
machine tools to the fabrication industry, with its headquarters and principle place of
business at 7025 Firestone Blvd., Buena Park, California.
5, Precision is an Illinois limited liability corporation, with its headquarters
and principle place of business at 1050 Kingsland Drive, Batavia, Kane County, Illinois.
6. John M. Mazurek and Pamela F. Mazurek are residents of the village of
St. Charles, Kane County, Illinois.
Facts
7. In July of 2006, John M. Mazurek, as President of Precision, executed
seven separate Equipment Purchase and Security Agreements (“the Agreements”), for the
purpose of procuring a number of specialized machines from Amada.
8. The Agreements were individually and personally guaranteed by John M.
Mazurek and Pamela F. Mazurek.
9. Defendants subsequently breached the terms of the Agreements by failing
to tender payment for the purchased items.
10. On July 24, 2007, Amada filed a Complaint alleging breach of contract
against Precision and the Mazureks, individually, for their failure to tender payment
under the terms of the Agreements. (A copy of Amada’s Complaint is attached as Exhibit
“A”),Page 55 Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 3of6
11. On December 5, 2007, Defendants and Amada entered into a Settlement
and Release Agreement. This Settlement and Release Agreement was signed by
Precision and the Mazureks individually. (A copy of the Settlement and Release
Agreement is attached hereto as Exhibit “B”).
12. In the Settlement and Release Agreement, Amada agreed to accept the
payment of $1,469,952.96 to satisfy the debt owed by Defendants. Defendants agreed
that they were jointly and severally liable for the full satisfaction of the Settlement and
Release Agreement. ({] 9, Ex. B).
13. Paragraph 10 of the Settlement and Release Agreement established the
following payment structure:
“The Settlement Payment shall be payable as follows:
a. On November 28, 2007 Defendants tendered to Amada payment in
the amount of $39,820.34 (the “First Installment”). Amada
acknowledges reccipt of the First Installment;
b. The remaining amount due under this Settlement Agreement, or
$1,430,132.62 shall be paid in monthly installments of $23,835.54
(the “Monthly Installments”), due on the 15" of each month and
beginning on December 15, 2007. The Monthly Installments shall
continue until the Settlement Payment is satisfied in full.”
(¥ 10, Ex. B)
14, Defendants issued a check for the December 2007 installment on
December 17, 2007, in the amount of $23,836.54, which was accepted and cashed by
Amada.
15. The Amada Complaint was dismissed with prejudice on January 8, 2008
in accordance with the terms of the Settlement and Release Agreement.
16. Defendants issued a check for the January 2008 installment on January 28,
2008. Upon deposit of the check, Amada was informed that there was insufficientPage 56 Case 1:08-cv-01706 Document6-5 ~~ Filed 03/28/2008 Page4of6
funding for the January installment check. (A copy of the insufficient January 28, 2008
check is attached as Exhibit “C”).
17. Defendants did not tender payment for the February 2008 monthly
installment.
18. Paragraph 12 of the Settlement and Release Agreement states:
“(I]f, for any reason, Defendants fail to make any payment enumerated in this
Settlement Agreement within 7 (Seven) days of when such payment(s) become
due (the “Event of Default”), Amada may initiate a proceeding against
Defendants under this Settlement Agreement, under its common law or statutory
rights, or both.”
(¥ 12, Ex. B).
19. In paragraph 12 of the Settlement and Release Agreement, Defendants
consented to the entry of a Confession of Judgment Order similar to the Order attached to
the Settlement and Release Agreement as Exhibit B. (see Ex. B to Ex. B hereto).
20. Simultaneously with this Complaint, Amada has filed a Motion to Enter
the Confession of Judgment Order. (A copy of said Motion is attached hereto as Exhibit
“—D”),
21. Paragraph 13 of the Settlement Agreement states:
“For purposes of the Confession of Judgment Order, Defendants appoint the law
firm of Connelly Roberts & McGivney LLC, or its designee, as attorneys in fact
for Defendants to enter the Confession of Judgment Order and for the preparation
of any motion required for the entry of such Order. For purposes of this
Agreement, Defendants waive any conflict which may arise with Connelly
Roberts & McGivney LLC with respect to the entry of the Confession of
Judgment Order, in addition to waiving any appeal rights which may arise
resulting from the entry of the Confession of Judgment Order. Defendants also
waive and forego any affirmative defenses, bars to enforcement, claims of
estoppel, or any other matter which could act as a defense to the proceeding
relating to the entry of the Confession of Judgment Order and/or any matters
relating to the enforcement of any such Confession of Judgment Order, or
supplemental proceedings thereon.”
(4 13, Ex. B).Page 57 Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page5of6
22. Defendants are liable to Amada for the full Settlement Payment as well as
attorney’s fees and costs pursuant to paragraph 14 of the Settlement Agreement, which
states:
“Upon an Event of Default, Defendants shall be liable to Amada for the
Settlement Payment, in full, plus attorneys’ fees and costs, less any amounts paid
by Defendants pursuant to this Settlement Agreement. At the time of the entry of
the Confession of Judgment Order, Connelly Roberts & McGivney LLC shall
provide the Court with an affidavit stating the amounts previously paid by
Defendants pursuant to this Agreement and the attorneys’ fees incurred by
Amada.”
({ 14, Ex. B).
23. Attached to Amada’s Motion to Enter the Confession of Judgment Order
is the Affidavit of Cory D. Anderson (the “Affidavit”), an attorney with Connelly Roberts
& McGivney LLC, which states the amounts paid to Amada by Defendants, Defendants’
outstanding Settlement balance and the attorney’s fees and costs incurred by Amada to
enforce the Settlement Agreement. (see Ex. A to Ex. D hereto).
24. Amada has performed all of its obligations under the Settlement and
Release Agreement by dismissing its suit against Defendants.
25. Defendants breached their obligations pursuant to the Settlement and
Release Agreement, and are in default of the same, by:
a) Issuing an insufficient check for the January 2008 installment
payment, and,
b) Failing to tender payment for the February 2008 installment.
26, Defendants owe Amada $1,406,296.08 under the terms of the Settlement
and Release Agreement. (see Ex. A to Ex. D hereto). Moreover, Amada, per the terms of
the Settlement and Release Agreement, is entitled to be reimbursed by Defendants forPage 58 Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 6of6
their fees and costs associated with the enforcement of the Settlement and Release
Agreement, totaling $7,150.00. (see Ex. A to Ex. D hereto).
WHEREFORE, Plaintiff, Amada America, Inc., respectfully requests that this
Court:
1) Enter judgment for Amada America, Inc. and against Precision
American Metals, LLC, John M. Mazurek and Pamela F. Mazurck,
jointly and severally, in the amount of $1,413,446.08;
2) Or, in the alternative, for any other relief that this Court deems just.
Respectfully Submitted,
Amada America, Inc.,
By:/s/Cory D. Anderson
One of its Attorneys
Matthew P. Connelly
Cory D. Anderson
Connelly Roberts & McGivney LLC
55 W. Monroe St., Suite 1700
Chicago, Illinois 60603
(312)251-9600Page 59 Case 1:08-cv-01706 Document6-6 Filed 03/28/2008 Page 1 of3
AMADA AMERICA, INC., a California
corporation,
Vv.
PRECISION AMERICAN METALS, LLC.,
An Illinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREK, individually,
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
Plaintiff,
Defendants.
Ne Ne ee Nee ee Neel Ne Noe ee Ne ee” Sn”
AFFIDAVIT OF CORY D. ANDERSON
I, Cory D. Anderson, state:
I)
3)
4)
[am an attorney with the law firm of Connelly Roberts & McGivney LLC
(“CRM”). [have personal knowledge of the matters recited in this
Affidavit and, if called as a witness, I could competently testify thereto.
I, along with CRM law clerks, paralegals and Matthew P. Connelly
(“Connelly”), also an attorney with CRM, have represented Amada
America, Inc. (“Amada”) throughout the course of this litigation.
[ am personally familiar with the billing methods and practices of CRM.
My hourly billing rate for this matter is $240.00. Connelly’s hourly
billing rate for this matter is $350.00. CRM’s hourly billing rate for other
CRM personnel working on this matter is $140.00.
CRM began billing Amada for the research, preparation and presentation
of Amada’s Complaint for Defendants’ breach of the SettlementPage 60 Case 1:08-cv-01706 Document 6-6 — Filed 03/28/2008 Page 2of3
6)
7)
8)
9)
10)
Agreement, Amada’s Motion to Enter the Confession of Judgment Order,
and the exhibits necessary for the same on I’ebruary 12, 2008 (collectively
the “Confession of Judgment Documents”), CRM concluded billing on
the Confession of Judgment Documents on March 12, 2008.
Between February 12, 2008 and March 12, 2008, CRM attorneys and law
clerks billed a combined total of 31.3 hours towards the completion of the
Confession of Judgment Documents. Invoices reflecting the specific dates
and time allotments billed for such tasks can be tendered to the Court upon
request.
The total fees billed to Amada as a result of the 31.3 hours dedicated to the
Confession of Judgment Documents by CRM, were $7,150.00. The fees
generated by CRM personnel are reasonable and customary and were
necessary for the preparation and presentation of the Confession of
Judgment Documents. Amada is currently responsible for the $7,150.00.
Amada agreed, by way of the Settlement Agreement with Defendants’, to
accept the payment of $1,469,952.96 (the “Settlement Payment’) in
satisfaction of the debt owed by Defendants. Defendants agreed to be
jointly and severally liable for the Settlement Payment.
Amada has received total payments of $63,656.88 from Defendants.
The remaining Settlement Payment owed to Amada by Defendants, jointly
and severally, is $1,406,296.08.
The total amount owed to Amada by Defendants, jointly and severally,
under the terms of the Settlement Agreement, is $1,413,446.08. ThisPage 61 Case 1:08-cv-01706 Document6-6 — Filed 03/28/2008 Page 3of3
amount constitutes the remaining amount owed to Amada by Defendants,
jointly and severally, under the terms of the Settlement Agreement, as well
as the fees generated by CRM for the preparation of the Confession of
Judgment Documents, for which Amada is now responsible.
11) All of the statements made in the Confession of Judgment Documents, as
well as the exhibits thereto, are true and correct and this Affidavit is
submitted in support of the same.
LO Attoyfiey-for S: Amada America, Inc.
A, GRAIG E. DONNELLY 2
va} MY COMMISSION EXPIRES ¢
JANUARY ee
PDF Page 1
PlainSite Cover Page
PDF Page 2
Case 1:08-cv-01706 Document6 Filed 03/28/2008 Page 1 of 4
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
AMADA AMERICA, INC., a California
corporation,
Plaintiff,
V.
PRECISION AMERICAN METALS, LLC.,
An Illinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREK, individually,
Nae Newer None” Senter Sant” Sma Smee! Ne Ne ee ee ee”
Defendants.
MOTION TO ENTER CONFESSION OF JUDGMENT ORDER
Plaintiff, Amada America, Inc. (“Amada”), by its attorneys, Connelly Roberts &
McGivney LLC, for its Motion to Enter Confession of Judgment Order, states as follows:
1. In July of 2006, John M. Mazurek, as President of Precision American
Metals, LLC (“Precision”), executed seven separate Equipment Purchase and Security
Agreements on behalf of Precision (“the Agreements”), for the purpose of procuring a
number of specialized machines from Amada.
2. The Agreements were individually and personally guaranteed by John M.
Mazurek and Pamela F. Mazurek.
3. Defendants subsequently breached the terms of the Agreements by failing
to tender payment for the purchased items.
4, On July 24, 2007, Amada filed a Complaint alleging breach of contract
against Precision and the Mazureks, individually, for their failure to tender payment
PDF Page 3
Case 1:08-cv-01706 Document6 ~ Filed 03/28/2008 Page 2 of 4
under the terms of the Agreements. (A copy of Amada’s Complaint is attached as Exhibit
“A”),
5. On December 5, 2007, Defendants and Amada entered into a Settlement
and Release Agreement. (A copy of the Settlement and Release Agreement is attached
hereto as Exhibit “B”). This Settlement and Release Agreement was signed by Precision
and the Mazureks individually.
6. In the Settlement and Release Agreement, Amada agreed to accept the
payment of $1,469,952.96 to satisfy the debt owed by Precision and the Mazureks.
Precision and the Mazureks agreed that they were jointly and severally liable for the full
satisfaction of the Settlement and Release Agreement. (see 4 9, Ex. B).
7. Precision and the Mazureks issued a check for the January 2008
installment payment which was returned for insufficient funds, and Precision and the
Mazureks failed to tender payment for the February 2008 installment. (A copy of the
insufficient check is attached hereto as Exhibit “C”).
8. Precision and the Mazureks breached their obligations under the
Settlement and Release Agreement, and are in default of the same, by:
a) Issuing an insufficient check for the January 2008 installment
payment, and;
b) Failing to tender payment for the February 2008 installment.
9. In paragraph 12 of the Settlement and Release Agreement, Defendants
consented to the entry of a Confession of Judgment Order similar to the Order attached to
the Settlement and Release Agreement as Exhibit B. (see { 12, Ex. B).
PDF Page 4
Case 1:08-cv-01706 Document6 ~ Filed 03/28/2008 Page 3 of 4
10. Precision and the Mazureks are liable to Amada for the full Settlement
Payment as well as attorney’s fees and costs pursuant to paragraph 14 of the Settlement
Agreement, which states:
“Upon an Event of Default, Defendants shall be liable to Amada for the
Settlement Payment, in full, plus attorneys’ fees and costs, less any amounts paid
by Defendants pursuant to this Settlement Agreement. At the time of the entry of
the Confession of Judgment Order, Connelly Roberts & McGivney LLC shall
provide the Court with an affidavit stating the amounts previously paid by
Defendants pursuant to this Agreement and the attorneys’ fees incurred by
Amada.”
(4 14, Ex. B).
11. Simultaneously with this Motion, Amada filed a Complaint alleging
breach of contract based on Precision and the Mazurek’s failure to tender payment as
required by the terms of the Settlement Agreement. (A copy of the Complaint is attached
hereto as Exhibit “D”’).
12, Attached is the Affidavit of Cory D. Anderson (the “Affidavit’), an
attorney with Connelly Roberts & McGivney LLC, which states the amounts paid to
Amada by Defendants, Defendants’ outstanding Settlement balance and the attorney’s
fees and costs incurred by Amada to enforce the Settlement Agreement. (Exhibit “E”).
13, Defendants owe Amada $1,406,296.08 under the terms of the Settlement
and Release Agreement. (see Ex. E). Moreover, Amada, per the terms of the Settlement
and Release Agreement, is entitled to be reimbursed by Defendants for their fees and
costs associated with the enforcement of the Settlement and Release Agreement, totaling
$7,150.00. (see Ex. E).
14. Amada hereby requests this Court enforce the Settlement and Release
Agreement by entering the Confession of Judgment Order against Precision American
Metals, LLC, John M. Mazurek and Pamela F. Mazurek, jointly and severally.
PDF Page 5
Case 1:08-cv-01706 Document6 ~ Filed 03/28/2008 Page 4 of 4
WHEREFORE, Plaintiff, Amada America, Inc., respectfully requests that this
Court:
1) Enter the Confession of Judgment Order against Precision American
Metals, LLC, John M. Mazurek and Pamela F. Mazurek, jointly and
severally;
2) Enter judgment for Amada America, Inc. and against Precision
American Metals, LLC, John M. Mazurek and Pamela F. Mazurek,
jointly and severally, in the amount of $1,413,446.08;
3) Or, in the alternative, for any other relief that this Court deems just.
Respectfully Submitted,
Amada America, Inc.,
By:/s/Cory D. Anderson
One of its Attorneys
Matthew P. Connelly
Cory D. Anderson
Connelly Roberts & McGivney LLC
55 W. Monroe St., Suite 1700
Chicago, Illinois 60603
(312)251-9600
PDF Page 6
Case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Pade i
IN THE UNITED STATES DISTRICT COURT JUL 2 4 2007
NORTHERN DISTRICT OF ILLINOIS |
CLERK, U.S. DISTRICT COURT
AMADA AMERICA, INC., a California )
corporation, )
)
Plaintiff, )
) fy, pte cN ‘A i petty peta
v. Oi? C 416%
)
PRECISION AMERICAN METALS, LLC., ) HINME RADE A
Kens JOGE MORAN
An Illinois Limited Liability Corporation, and _—+) JUDGE MOR
JOHN M. MAZUREK and PAMELA F. )
MAZUREK, individually, )
)
Defendants. )
COMPLAINT
Plaintiff, Amada America, Inc. (“Amada”), by its Attorneys, Connelly Roberts &
McGivney, for its Complaint against Defendants, Precision American Metals, LLC., an
Ilinois Corporation (“Precision”), John M. Mazurek, an individual, and Pamela F.
Mazurek, an individual, states as follows:
Jurisdiction
1. Plaintiff is a corporation with its headquarters and principle place of
business in the State of California. Defendant Precision is a limited liability corporation
with its headquarters and principle place of business in the State of Tlinois. Upon
information and belief, the Defendants John and Pamela Mazurek are residents of the
State of Illinois.
2. Upon information and belief, the amount in controversy, exclusive of
interest and costs, is in excess of the sum specified by 28 U.S.C. §1332.
E
PDF Page 7
Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 2 of 41
Facts
3. Plaintiff Amada is a corporation specializing in the manufacture and sale
of machine tools to the fabrication industry, with its headquarters and principle place of
business at 7025 Firestone Blvd. in the city of Buena Park, California.
A, Defendant Precision is an Illinois limited liability corporation, with its
headquarters and principle place of business at 1050 Kingsland Dr., in the village of
Batavia, Kane County, Illinois.
5. Upon information and belief, Defendants John M. Mazurek and Pamela F.
Mazurek are residents of the village of St. Charles, Kane County, Illinois.
6. Sometime on or about July 20-27, 2006, Precision executed seven separate
Equipment Purchase and Security Agreements (“the Agreements”), for the purpose of
procuring a number of specialized machines from Amada. The Agreements were
numbered and executed as follows:
a. Agreement Number 14744, to purchase a Togu III Tool Grinder from
Amada for the purchase price of $21,600.00. (A copy of the
Agreement ts attached hereto as Exhibit A).
b. Agreement Number 14546, dated July 20, 2006, to purchase a Spot
Welder from Amada for the purchase price of $32,000.00. (A copy of
the Agreement is attached hereto as Exhibit B).
c. Agreement Number 14738, to purchase an APS Software Package
from Amada for the purchase price of $89,880.00. (A copy of the
Agreement is attached hereto as Exhibit C),
d. Agreement Number 14550, to purchase a Fabrivision Inspection
Machine from Amada for the purchase price of $64,700.00. (A copy of
the Agreement 1s attached hereto as Exhibit D).
e. Agreement Number 14742, to purchase a Manipulator System from
Amada for the purchase price of $122,000.00. (A copy of the
Agreement is attached hereto as Exhibit E).
tO
PDF Page 8
Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 3 of 41
f. Agreement Number 14738, to purchase a Turret Punch Press, with
Tooling Package and Scrap Conveyor, from Amada for the purchase
price of $307,235.00. (A copy of the Agreement is attached hereto as
Exhibit F).
g. Agreement Number 14741, to purchase a Robotic Press Brake with
Tooling Package from Amada for the total purchase price of
$605,000.00. (A copy of the Agreement is attached hereto as Exhibit
G).
7. Upon information and belief, these documents were executed by Precision
in the village of Batavia, Illinois.
8. Precision paid down payments of twenty per cent of the purchase price
under each Agreement, and agreed to pay the remaining amount of each Agreement in 60
equal monthly installments. (See Exhibits A-G).
9. The Agreements each provide that “any payment...not received by the
ninth (9"") day following the date due will be subject to a late charge of five percent (5%)
of the amount due as liquidated damages.” (See Exhibits A-G, Section A, {4).
10. As a condition of the Agreements, Precision granted Amada security
interest in the property purchased under each agreement, and executed UCC Financing
Statements with the California Secretary of State, Uniform Commercial Code Division,
certifying such. (See Exhibits A-G, Section B, §1; UCC Financing Statements,
11190731, 11190774, 11190790, 11190766, 11190758, 11190723, and 11190782,
attached hereto as Group Exhibit H).
Count I
Breach of Contract Against Precision
1-10 Plaintiff repeats and realleges paragraphs 1-8 of this Complaint as
paragraphs 1-10 of this Count I, as if fully set forth herein.
PDF Page 9
Case 1:08-cv-01706 Document 6-2. __— Filed 03/28/2008 Page 4 of 41
11. Amada has performed all of its obligations under each and every one of
the Agreements by delivering the purchased machines and other equipment to Precision.
12. Precision has legally accepted all goods delivered by Amada, as defined
by §2606 of the California Commercial Code, by failing to make an effective rejection
after having had a reasonable opportunity to inspect them.
13. The first installment payment for Agreement number 14744, in the amount
of $365.13, was due to Amada on October 1, 2006. (See Exhibit “A”)
14. Precision failed to remit this payment, or any other required payment on
Agreement number 14744, and consequently late charges were assessed in the amount of
$18.26 per month, and interest compounded at a rate of 9.75% per month, (See “Payment
History”, attached hereto as Exhibit I).
15. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14744, Precision owes Amada approximately
$18,919.06. (See Exhibit I).
16. The first installment payment for Agreement number 14546, in the amount
of $540.93, was due to Amada on October 1, 2006. (See Exhibit “B”),
17, Precision failed to remit this payment, or any other required payment on
Agreement number 14546, and consequently late charges were assessed in the amount of
$27.05 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit I),
18. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14546, Precision owes Amada approximately
$28,028.22. (See Exhibit I).
PDF Page 10
Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 5 of 41
19. The first installment payment for Agreement number 14738, in the amount
of $1,519.33, was due to Amada on May 15, 2007. (See Exhibit “C”).
20. Precision failed to remit this payment, or any other required payment on
Agreement number 14738, and consequently late charges were assessed in the amount of
$75.97 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit I).
21. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14738, Precision owes Amada approximately
$73,898.85. (See Exhibit I).
22. The first installment payment for Agreement number 14550, in the amount
of $1,132.57, was due to Amada on May 15, 2007. (See Exhibit “D”).
23. Precision failed to remit this payment, or any other required payment on
Agreement number 14550, and consequently late charges were assessed in the amount of
$56.63 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit I),
24. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14550, Precision owes Amada approximately
$55,087.03. (See Exhibit I).
25. The first installment payment for Agreement number 14742, in the amount
of $2,045.38, was due to Amada on May 15, 2007. (See Exhibit “E”).
26. Precision failed to remit this payment, or any other required payment on
Agreement number 14742, and consequently late charges were assessed in the amount of
$102.27 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit
I).
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Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 6 of 41
27. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14742, Precision owes Amada approximately
$99,485.53. (See Exhibit I).
28. The first installment payment for Agreement number 14740, in the amount
of $6,437.38, was due to Amada on May 15, 2007. (See Exhibit “F’’).
29. Precision failed to remit this payment, or any other required payment on
Agreement number 14740, and consequently late charges were assessed in the amount of
$321.87 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit
1.
30. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14740, Precision owes Amada approximately
$313,108.10. (See Exhibit I).
31. The first installment payment for Agreement number 14741, in the amount
of $11,291.87, was due to Amada on May 15, 2007. (See Exhibit “G”’)
32. Precision failed to remit this payment, or any other required payment on
Agreement number 14741, and consequently late charges were assessed in the amount of
$564.59 per month, and interest compounded at a rate of 9.75% per month. (See Exhibit
1).
33. To date, because of its failure to remit any payment whatsoever as
required by Agreement number 14741, Precision owes Amada approximately
$549,225.89. (See Exhibit I).
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Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 7 of 41
34, Precision’s failure to pay any of the required installments of any of the
Agreements, after accepting the goods delivered by Amada constitutes a breach of the
Agreements.
35. Amada has demanded payment from Precision under the Agreements in
the original total principle amount of $1,104,240.00, plus interest and late charges. (See
Letter to John Mazurek, President of Precision Metals, dated July 20, 2007, attached
hereto as Exhibit J).
36. Despite Amada’s demands, Precision has failed to make any payment
whatsoever on any of the amounts due under the Agreements. (See Exhibit J).
37. The total now due to Amada is approximately $1,137,752.68. (See Exhibit
1.
38. Each of the Agreements states that “in the event any...judicial action or
proceeding is initiated with respect to any matters relating to this Agreement...the party
in whose favor any award shall be given...shall be entitled to recover from the other
party all costs and expenses (including attorney’s fees) incurred in such action.” (See
Exhibits A-G, Section D, 5).
Wherefore, Plaintiff Amada America, Inc., pursuant to Section 2709 of the
California Commercial Code, prays for judgment against the Defendant, Precision
American Metals, LLC, in the amount of $1,137,752.68, and for prejudgment interest,
costs and attorneys’ fees.
Count I
Breach of Personal Guaranty Against John Mazurek
1-38 Plaintiff repeats and realleges paragraphs 1-38 of Count J as paragraphs 1-
36 of this Count I], as if fully set forth herein.
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Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 8 of 41
39. Asa supplement to the Agreements, on or about July 20, 2006, Defendant
John Mazurek executed a document entitled “Unconditional Continuing Guaranty”
(Attached hereto as Exhibit K). That Guaranty provides, in pertinent part, that
“[g]uarantors unconditionally guaranty and promise to pay to Seller, on demand, any
indebtedness of Buyer to Seller not paid when due.” (See Exhibit K, 91).
40. | Amada has demanded that John Mazurek pay the amount presently due by
Precision. (See Letter to John Mazurek, Guarantor, dated July 20,.2007, attached hereto
as Exhibit L).
41. Despite Amada’s demands, and in direct breach of the Guaranty, John
Mazurek has failed to make any payment whatsoever on any of the amounts due under
the Agreements. (See Exhibit J).
42. The Unconditional Continuing Guaranty states, in part, “[g]uarantors
agree to pay reasonable attorneys’ fees and all other costs and expenses which may be
incurred by [Amada] in the enforcement of this...Guaranty”. (See Exhibit K, 6).
Wherefore, Plaintiff Amada America, Inc. prays for judgment against the
Defendant, John M. Mazurek, in the amount of $1,137,752.68, and for prejudgment
interest, costs and attorneys’ fees.
Count TI
Breach of Personal Guaranty Against Pamela Mazurek
1-42 Plaintiff repeats and realleges paragraphs 1-42 of Counts I & II as
paragraphs 1-42 of this Count UI, as if fully set forth herein.
43. As a supplement to the Agreements, on or about July 20, 2006, Defendant
Pamela Mazurek executed a document entitled “Unconditional Continuing Guaranty”
(Attached hereto as Exhibit K). That Guaranty provides, in pertinent part, that
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Case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 9 of 41
“[gjuarantors unconditionally guaranty and promise to pay to Seller, on demand, any
indebtedness of Buyer to Seller not paid when due.” (See Exhibit K, 1).
44. Amada has demanded that Pamela Mazurek pay the amount presently due
by Precision. (See Letter to Pamela Mazurek, Guarantor, dated July 20, 2007, attached
hereto as Exhibit M).
45. Despite Amada’s demands, and in direct breach of the Guaranty, Pamela
Mazurek has failed to make any payment whatsoever on any of the amounts due under
the Agreements. (See Exhibit I).
46. The Unconditional Continuing Guaranty states, in part, “[g]uarantors
agree to pay reasonable attorneys’ fees and all other costs and expenses which may be
incurred by [Amada] in the enforcement of this...Guaranty”. (See Exhibit K, 46).
Wherefore, Plaintiff Amada America, Inc. prays for judgment against the
Defendant, Pamela F. Mazurek, in the amount of $1,137,752.68, and for prejudgment
interest, costs and attorneys’ fees.
Count TV
Accounting
1-46 Plaintiff repeats and realleges paragraphs 1-46 of Counts I-III as
paragraphs 1-46 of this Count IV as if fully set forth herein.
47. Each of the Agreements executed by the Defendants states that “for so
long as any amounts are owed by Buyer to Seller under this Agreement, Buyer... (h)
shall promptly furnish to Seller upon request current financial statements of Buyer.” (See
Exhibits A-G, Section B, 93).
48. Amada has demanded current financial statements from Precision, but
Precision has failed and refused to honor that demand, in violation of the Agreements.
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Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 10 of 41
WHEREFORE, Plaintiff, Amada America, Inc., respectfully prays for the entry of
an Order requiring Precision to account to Amada and provide current financial
statements from October 1, 2006 to the date of its accounting, and requiring Precision to
continue such accounting on a monthly basis after its initial accounting.
Respectfully Submitted,
Amada America, Inc.,
By: ou /
One of i pores
Matthew P. Connelly
Cory D. Anderson
CONNELLY ROBERTS & McGIVNEY, L.L.C
55 W. Monroe St., Suite 1700
Chicago, Illinois 60602
312.251.9600
10
PDF Page 16
_ Filed 03/28/2008 Page 11 of 41
AGREEMENT NU
Case 1:08-cv-01706 {Docyment 6-2.
ADA AMERICA, INC.
7025 Flrestone Bivel., Buena Park, CA 90621
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
tuyer (described in Hem LA, below) agrees to purchase from AMADA AMEHICA, INC. {‘Seller”} and Seller agrees fo sell to Buyer for busitess
infy the equipment and other personal properly desertbed In Hem 3, below ("Property’), on the terms and conditions set forth fn this At
nctuding wiloul imitation the lerms and conditions sel forth on the reverse hereof.
TYPE OF PRINT ONLY
a
/
CP CORPORATION ML LIMITED LIABILITY CO. ~~ ~ Tonganzen UxD SS
C) PARTNERSHIP = PROPR THE Laws OF THE
SINEET ADORESS OF BUYER'S CHIEF EXECUTIVE OFFICE
1050 KINGSLAND DR. *
E| zip CODE
fRo.Box |cny .
BATAVIA . 60510
5 ree here ter SET GES 33 1
i B es a yikes 3 i lanai
4 DIVIBIOH
ne civ fo neyaronne Tees
RUST URLVERY DATE enierite mE@TRUCTIONS ~~~ «PAMADA CUSTOMER NUMBER ‘cosa a ——
FOR SHIPPING POINT _ :
CITY _ & UNTY {STATE} ZIPCODE _
ALPHARETTA GA 30022) 4
AMADA CUSTOMER NUMBER [CONTACT
SINEE! ADDN
DICK CLABK...
CUS YOMER P.O. MOL
PAM630060 I
DDAYS FE) C.0.D. ¥f MONTHLY INSTALLMENTS (TOTAL NO. OF PAYMENTS
TH Gair TS DUE DATE OF FIRST INSTALLMENT “|. TAX EXEMPT PURCHASE
SOMPLETED Op it yes UNO
ell it :
AL) W
BC AMOGUIIT OF FACH MONTHLY IMSTALLMET
E.INSE
NO.MERE
(SEE SECTION
LER)
RMACHIIE MODEL NO. |B. SERIAL HO. a HIME DESCRIPTION: \
: 5 TOOL GRINDER |
p CASH PRICE [
ONS AND OTHER AUDIT
E
G
D TOTAL GASH PURCHASE,
21,6!
E BALES TAN RATE+
= ee
é ~ —
=g8 CASI DOWN PRR
.
iota) waa
WC
bette Dates
[Pp 46 |B STE 717 _ |
ion BA on pa
sol sets forth cerlain requirenrents for Insurance whith must be provided
ense review these requirements carelully with your insurance provider,
HOt
hy Buy
Buyer agrees to the terns and conditions set forth hereln and on the reverse side of this Agreement. BY ITS EXECUTION BE
ACKNOWLEDGES THAT BUYER HAS HEAD AND UNDENSTANDS THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS
CLUDING WITHOUT: LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN SECTION A.10, AN
JURISDICTION PROVISIONS SET FORTH IN SECTIONS 0.4, RESPECTIVELY, AND UNDERSTANDS THAT THE AGREEMENT CREATES
SELLER A SECURITY INTENEST IN THE PROPERTY.
Ht Buyer has elected to purchase Ue Property on an lnstatlinent payment basis, Buyer acknowledges (hat Seller has oWfered both a cash purchat
installment payment purchase price to Buyer and that Buyer has nade Ils election based on a comparison of these prices. Buyer authorizes Seller '
«Including wilhout raitatlon the dale of first payment in Her 2.0, and correct any typographical or other error on the faring page ol this /
execution of this Agreement by Buyer,
This Agreetnent shall not be binding uport Sater untll execuled by a duly aulhosized olficer or manager of Seller tn Buena Park, California. NO REF
OF WARRANTY. RELATING TO THE THANBACTION CONTEMPLALEDAY THIS AGREEMENT IS BINDING ON OR ENFORCEABLE AGAINST SE
an ena ine anne fe net —_—
THLE ge S Paris eve 8
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Case 1:08-cv-01706 Document 6-2
Filed 03/28/2008
Page 12 of 41
A. Terms anil Conditions of Sale
J. Pore aut) Pier Adivsiinents, The cash purghase price of the Property is FOB point of shipment
from wilhin the United Stales as designated by Seller, end ts fie for thirly (30) days alter the date ot
tion cf Thig Agrsemant by Salla, After such period Saller may, in its discrallon, adjust the
2 price ol apy ynshlppad Property to reflect rast Increases and changes in market Conditions,
i give Buyer yvallten notice of any such price adjustincnts. Untess within seven (7] days alter
receiving such nolice Buyer gives Salle: yiilten notice of any objections lo any suct price adjustrnsnt,
Buyer ail be deamed to heve waived all such objections
usa or
es, Tha cush purchase pice of the Properly Is axctusive of any aid all excise, sel a
ail of
xes levied by any laderal, slats, county, municipat or other governments! authorities
the taxiig authorily, and Buyer vill reimburse Belfer therefor Such relmbursement will be mace on
dunand unless etherwise expressly age ia ariting. W Buyet clairns art exemption frony suct: taxes,
Buyer must provide aviderice of such exemplion acceptable ta Seller,
Freight charges fo shipment of ihe Property to Buyer inchafinyg taxes on freight
2 for the accourt of Buyer and will be billad feight collect. Fratght charges for
ccessaries will be sepprately invoiced lo Buyer and are payable net 30 days hon the dala
s Lthervise agreed in wriling.
yen of Buyet
Lrecelved by the mlntt (ath) day following lhe date due
age ot five p
cent (524) of the sineunt dus as liquidaled damages.
icliops, Seller will anange for shipment and routing of the Property in accordance
of Buyer fH any} set loth of Jacing page hergol: provided howexres, if such
1 incomplete of fnpracticel of dnplementation, or ino shipping instusclions are
i may, andds hereby authorized by Boyer to srange tor
ef and rouiing of the Propssty as Sellar deams approprlale, in no event will Seller be Natie for
ure of fhe catia to foflow shipping instructions of eifier Buyer or Seller, Cha will be bilted
inetruction
ONS aye
ment, Sefler may shin the Properly in partial shipments. Seller will use reasonable
Velicrts to deliver the Property by lhe requested delivery cate, set foith on the facing page
ant, bul will have no fiabllity lo Buyer for late eliprnants,
7 Bish. ctLoss sng Josuvaner. Vite to dnd all tisk of toss ct or damage to the Property will
pass fiom Seller ty Buyer al the shipping point, Unless othenvise expressly agreed iy wiiling, Ihe cost
of insurance on he Properly whita it transit will be borne by Buyer.
8. Blgaing. A costs of unloading Ibe Property Irom the carder upon arrival al thé shippteg
desiinalion and moving the Property fo the jirstallation site ave for he account of Buyer. Seller has no
fiabllitly tot the Buyer and Buyer assumes all ilek of damage fo ar toss of the Property ing in
on wih such unloading mud moving.
ation, Buyer wil, at ls expense, fake all necessary steps to prepaie the Installation site for
allalinn of the Property. re cost of insiptigtion 18 included in wie purctipse price ol tna
atlualmant of opereting perlouna Sellar
Q Jusloliatiun Inalides set up, slat up ard lnfilal ad re
hae ne iesuotatlallily or Helsllly tor sriy laure of tty of the Preperty fs meel any apple neeles bt
stindinds established by any private orgendention ur-any federal, slats, county, muntelpal of othr
Isverital sulhonity: provided, however, that Ii the event of any such fallure 16 nydel such codes oF
ids, Seller pr is delagatee at the request of Buyer, make such motificaltons to any ol the
be necessary [o bring such Properly inte compliance with any such cottes or
$ Seller detaimities thel the cost to Seller of making any suct modifications is
d len percent (10%) of the purchase pilee of the Property of thal the time aquired
any Necessary paunils oF appiovalis) is expecled lo exceed ninely (GU) days, ht which case Seller may
uppn selunding lo Buyer payments received fi respect of the cenceled portion of Ihls Aipeament less
height charges and applicable otlsels), cancel this Agresment in whote oF Ii part without twher Habliity
and provided lurther that i! Buyer so iequests, Seller may, bu} shall net be obligated to,
dowith such mouificollons at the sole sxpense of Buyer, payment lor which shail be made by
in stivance ct Sstler’s performance
roly end Limitation of Ligblitty, EXCEPT AS MAY OTHENWISE BE SET FORTH IN A
WARRANTY OF JHE PROPENTY EXECUTED OY SELLEN, SELLER MAKES Ho
WARKAUTY, EXPRESS CR IMPLIED, WRITTER OF ONAL, AND HENEDY EXPHESSLY DISGL ANS
ALL SUCH WANTIANTIES, [HCLUDIHG WITHOUT LIMPPATION ANY WARRANTIES OF
MERGHAMTABILIT? OR FITNESS FOR A PATITICULAR USE OR PURPOSE. Hi NO EVENT SHALL
SELLEA BE WASLE FOR AHY NVEMIZAL, SPECIAL, GENERAL, DIREGT OF CORNSEOQUERTIAL
DAMAGES {INCLUDING WITHOUT LIMITATION 10Q8T PAOQFITS), AND SU HO.EVERT SHALL
SELLER'S LIABILITY EXCEED THE STATED PURGHASE PRICE OF THE RPAOPERTY. .
5, Buyer represents and warrants to Seller thal Buyer has good and matkelabla title fe
ain, reterrad to in item 3.F an the facing page hereof, and that any such tade-in is in good
ering condition end will be anslerred to Seller free and clear or all claius, Glens, charges, security
yr encumbrances of any thid party. In the event that subsequent te sucht lansler any third
parly. including without Imitation Amada Capital Corporation CACC’), asserts a fien on or ather
interest hi such bace-t, Buysr hereby grants to Seller a license lo store any such vade-In ort
Buyer's premises untill such hade-in may be conveniently moved er sesuld, and Buyer will Indemnity
anc held Sellar haituless from any Joss or camage to such trade-is and ay claims against Setter
mishig ou! of such storage or any unauthorized operalian of such tade-in,
=
aieuie. In the event that Seller o: any of ifs suppliers or delegates is unable to carry out
Seller's obligations herstinder dua te acts.cf Ged or of the pubtic enemy, war, insurrection, dots.
stikns, ui8. labor disputes, fires, floods, earthquakes. natual disasters, uneyoldable casualty,
relght embargoes, shortages of labor or material, chenges in governmental policy, fais or registations
S$rcluring bul not limiled to money éxchanga of transier réshictians, fimpasitians ol quotas or limitation
al shipments}, or any other cause or couses beyond the control of Seller or its suppltas or delegalees;
whelher or not specitied above, Seller may extend tha Ume of performance of ifs obligations to such
extent as may be nacessaty to enable Safle: and Its suppliers dnd delegalees to complete
parformance ‘ith Ihe exercls2 ol reasonable diligenge afier te cause of causes of delay have been
Tetoved. fr tte event any such delay continues far 4 period of wiore than stx (6) months, either partly
tay lenninale tls abligattans hereunder by 30 natifying the other party in waiting.
x
19. Termination, Upon the occurence of av Event of Delault (as detined In Section 0.0), Seller will, fr
additien to the other rights set forth in this Agreement, have the right to Immediately temnate this
Soeement as io any wn-shipped Properly with or without notice of tetmination.
14 em , Buyer will defend, indenmily and bold Sellar harnless front and against any and
jing, Nabllilies, farnages, cnsis anc expenses fincluding reasonable atiomey’s lees} arising out of
or in connection vith any tse of the Propeity by Buyer or any breach of this Agreainent by Buyer.
All ct
1s on 1 “s Obligations, Gr al! installment sates the waitlen appteval of ACCT
for 5 ciher Hnancing company aS may be invelvedt to the tens of thls Agreenient is a condition
precedent ia ihe pedormanee of Seller's obligations under this Atveement, and any ct the Properly
defivered to Buyer prior to Ihe obtaining of such written abproval will be deented to be held by Buyer as
a bailes for its own benefils under a bailiment revocable al wif by Setter,
16. Finsneing, Buyer has sole responsibilily for obtaining any necessary financing for the purchasé of
' rely. Any silorts of Seller fo arrange eny such financing are solely an accommodation to
Buys and do net obligate Seller fy any way,
B. Security Inleiesl
y jily Interest. To secure payment of the purchase price of the Property, Buyer hereby
grants to S: murlly Wilerest iy fle Proper Y aud in all accessions Wierelo and replacements or
Medilleations thereal, as welt as all peocears {including Insurance proceeds) of the Ioegoiny. The
of the account of Guyes, Selter 's avtliarzed to make pryment of any stich: taxes dhectly to -
cl such compliance tincluding ibe completion of eny necessary inspections and the obtainiig of
{line request, The proceads of such ingurance shall he applied, al the option ¢
replacement, vestoralion of repair of any Property which Is lost. stolen, damaged or ¢
payment of the obfigallons of Buyer hereunter. Buyer hereby irrevocably sppoats &
allorney-in-fact, which appoiniment is coupled with an iferest, 19 make claisis toi, rece
and exerule and endurs¢ all documents, checks, or clalis tecebved! ip payment of any
under any Such policy ol inswahee. 1 Buyer fails to procure or maiitain suctr foswe
have the fight, but shall not be obligated, to obtain and mmpiniain such ine ance.
relmburse Selter for the cost thereat.
5. Covenants Reaarding Location of Property, Buyer will not remove any of the Pr
location at which instelled or otherwise change the localion of any of the Propetly 4
yeitien consent of Selter in-each tistance. EACH SIGHATORY HERETO Wilt, BE
LUABLE TQ SELLER FOR ANY ALL LOSS OM DAMAGE SUSTAINED BY SELLER A!
ANY CHANGE HILOCATION OF THE PROPERTY WITHOUT THE Prom WRITTEF
SELLEN, SPECIFICALLY INCLUDING, WITHOUT LIMMATIGH, AUY DAMAGE F
LOSS OF PERFECTION OF SELLER'S OR ACG'S SECURITY INTEREST I Tie PU
B Defeult, The occurs pal any uf the follawing sliall constitute an Event of Detaut
by Buyer in the payment, when doe ct payable of the purchase piice of the Properly 9
thereof or titeresl Hrerean: (bp any breach of Buyer of aiy representative, 4
agreement father than as fg paynient) sel forth in this Agreement or any ether agie
Buyer and Satler ov arighg by operation af law oy otherwsa, which breasts cul cu
(oly day folowing notice thereat by Selfer to Buyer; fe) We issuance or entyy b!
injunction or atlachment acaiist Buyel, the Propetty or any other property of Guyer
any notice pf bulk sais or intended bulk sate by Buyer, fe) the appointinient cf a rec
of creditors oF Rauidating agetds, the offering of a composition ar exter iter
an assignment for the benelit of creditors of the commencersent of an
fon, dissolution or Hquidalion under any ploy or other kes
debiors, lo the extent thal any of fire foragaing is by, for, an behall of or v
Insolvency of Guys, the suspension. telroiration, discharge of ynentor
executed in lavor of Seller yilh respact lo any of the obligations secured haiehy, or u
the condition or affairs (lintancial of othenvise) of Buyer which in the goud folth deters
impairs Seller's secunty ar increase its risk, .
7. Hemedies on Datdult, dor the occurrence ol an Event ef Delaull, or at any lie
Evert of Delantt shall by contiwwing, hy addilion to any ather tights or rainetites Geller
shall have any or atl of the following iiglits and remedies; (A) Seller shat hav
lemadies of a secorad purty under the Unllorn Contiensial Gode as ay effect i a
which suforcemern! bergal 1s sought; (bj Seller may, at ils option, secelurete and d
indebledoeéss secured hereby to ba-inmmedtately dug and payable; (c] Seller shalt hate
iale and exclusive p iow of any ond all of the Property,
interference trom Buyer pr tor this purpose Seller may, with or without ju
withoul pelos holice, enter peacefully upor the premises where suck Priparty may
seamove the Property fiom such lecalior for disposition ot grower to liquidate of othe
jhe Properly trons such focation, (d) Seller may require Buyet, al Buyers expense,
Propérly ane! mike it avatluble to Salter at ony inate convandan! fevatia: iene tt
Enter. (4 Mollet niay, in He sole discretion, airy Ulies and fend trie to tae. Last only
piven Buyer at least ten (My days prior written netice af Us intention ta dispese uf Mie
(s hereby Agféed to be rdgenablé nolica, tease any of the Property on such Terms ant
as Seller may consider appropriate, or salt, resell, lansier, assign, dispese of and de
the. Property, in one oe bore parcels, at the same ar differant fimes, and alt ight
therein, at public or privale sala. for cage, uphn credit or fer juture delivery, and at sur
as Setler ray determine, (f In connection with apy, disposition for and purchase
Properly, and by such purchase acquire allight, tile and inlerest therein; {g) Seller 9
lor aid on behall of Buyer make and deliver te any purchaser of any of the Prop
sullictent blll of sale or olhes evidence ol Hanster of all right. Wie and Jotarest bi and
fo Such purchaser; and ih) Seller may tis own nane oF te ibe pare of aed on beti,
and all acllong vequited to cw any such Event of Defaull, aid al! sums expended by !
such ente shall be sectred hereby.
8. Apniloation pf Procends, The net proceeds realized upon any fiquideahon or d
Prriperty, alias dadiiclion fot the expense pf refaking, holding, preparing for sale +
leasing and the like, and the tensorable alloniey’s fees and legal expenses ant! &
Seller in enforciig of exeicising any of Its righis or temadies under this Agreement, st
satislaction of the obligations of Buyer secured tudes this Agreement In such order as
eppropriaté by Sefier. Any surplus of such proceeds shall be paid fo the perso oO
enlitled therato, and the Buyer sfrall bs fable to Saflar for ard shalt inmediatety |
empint of any deliciney,
9. Buyer's Waiver, Excepl ag to the fotice ef intention to dispose of Property pio
Setier may exercise any af Ils jigils and remedies withoul demand, advertisersent or:
as may 12 required by lam, To the fullest exlent permiltad by law, Buyer waivers
protest, notice ol acceptance of this Ageeinent or other action taken in retince her
demands and notices of any description.
10.
Financing Slalemeants. Fiature flings and luther assurances. Buyer 1
execute and file financing statemanis aulfentivated records, arid fixture lilits
to any of the Progerty, in gach case withou! Buyer's signature to the ectend perm
Seller's request. Auyet shall execute one o; mote financing statements, lettre Sir
glataments or olfibr fins pursuant fo the Uniform Connndicial Code in form satis
Buyer shall take eny and all steps requbed by Seller te maintain pertection of the
granted Hereineler, or to fully assure to Beller its rights under this Agreement
G.Assian
1. Asstonmerit to Amads Capital Corporation, Unless otherwise agreed by the ¢
Seller may at any tha zesign Ihis Agreement and its rights hereunder, it whele ot
Buyer hereby waives any tigh{ to assert against ACC any clainis, delenses ov oflsets
have against Seller, and Buyer hereby expressly ayrees not to assert any siel cla
olissts against ACC.
end
nent by Buyer. Buyer may not assign, delegdte or u ansfer any ul its ight:
js Agreement to any third parly without lie prior weitten consent ol Seller.
D, Miscellaneous
1. The order of application of Buyer payments 9 at fhe diserction of Sellar Saliec im:
apply aud all of a Buyer's payment to any outstanding balances owing by Setter b
tinted to Buyer igie chaiges. .
2. folices, All notices, demands or consents requied or pertitted to be giver urd
shall be in writing aud shail be deemed effective upon detivery if delivered persovat
aiter mating if sent by first class United Slates mail, gostage prepaid, addressed! t
atickess set forth herein ov to surh other address as shail be given by either party to th
A odificatian, Ne waiver, arnrendmant or moditication
hereof or of any right or semady heveunder shall be effective unless ini writing and si
ly be bound. No lature by Seller to exercise, and ao delay by Seller in exercising. a
revviedly granted jrereutder shall opernle as a walver of any such fight, power or seit
any bight os remedy by Seller on any one occasion shall nol be c uistbued as a bar tr
right or remedy on any fuluse cecaglon, Allsights and temedies of Seller sie separa
and the exercisa of any fight of remedy shall ool fimil or prefugice the exercise of
renusdy.
3. Waiver Amendinnt_or Mo:
seciily inlarest granted hereby constitulss a purchase money security fiterest urider the Calffornta
Unllonn Conmicicial Codes. tn audifion. te security infatest granted hereby shall secme the full and
{althiut perlormance by Buyer and sit of Buyer's obli under this i fs
fhe provisions of thls Part 8 de nel apply with sapect fo COO satea al Property for
apt ls actually received by Seller hom Guyer prior fo or al the Une of delivery of the
s faciltty.
2. Inlormalion Regaidiig Buyer, Buyei tepresents and warrants to Seiler that alt of the information
aiding Guyer cel forth an the facing page of this Agreement is true and correct.
Buyer Por so fong as any alnounts sre owed by Buyer Id Seller under this
spent, Quyet ta) shall use the Properly in compliance velth all applicable laws, regulations and
ces; (0) shall malniah: the Froperty i good cundilion and repel, esondble weer and tear
ted; {e} shall pay when due all taxes, charges and iinpoaitions on the Praperly ot the owners!
Gsposition ot sale of same: (cd) shalt keep the Properly bes of all ens, charges, clalins,
mbrances of qny Wid party; (e} shall permit Seller to fuspect the Property,
lugpecl and moky extracts al allot Buyer's bouks and records relating thereto, during nennal busi
2 () shail promptly potty: Seller af the oceunence of any evenls which materially end adversely
3 the value af the Property as collalerat; ta} shalt prompdly notly Seber jn weitleg al any change ut
§ fe naine co ary tradename or style. the fon ty which Guyer conducts.jm business, end tha
sto Husnulal shuchse of Buyer ih) still prorplly furnish tu Seller upon eyuest current
statements of Buyer: and { shalnot, without pdor vaitien consent of Seiler, sell, assign,
2, Isao Hicenss the use of ptewge, encumber, gau! a securily interest je or digpuse of the
ry of Buys 3 rights tieietn, dy use pr Operste th Property hyp ancer olher than ax inended by
panufankner wr iy violation of any insurance policy covering the Property, of renvee or obfitecate
marldngs altzd by Belfer to the Property or give notice of Seller's security Inlerast therel: or any
nteing dasipr. a, cetksh muds ~etloring oir ihe Property, or permit the Properly Io become so
to become 2 fisture
i
ayer shail keer Ua Property tnsured against all risk of less or damage from every
hay which tosusance ts conmmpescially available, fn a coversge amount nef less than Whe
2 Gf the Fraperty, under policies providing that losses shall he payable tr Salter
to give Suller not test than thilty 0) days prior written natica of the ellectiva
tions of any such policy. Alt sdet inswance palletes shell olltercisa
Hocompanies satistaatar: io Seller Buyer. shall deliver such inapret
chy oie peldence of insurance as Seller may trom thie to
4. Court durisdinting. Ary controversy. clain, aclion or dispute arising put of |
wlll ject to the laws of the Stsie of Calilornia and Ihe parties here
matters boltg adjudicated in the jurisdiciion of California
o
5, Altornsys’ Fees. In the event any aititrotion ot fudisial actian or procterting is Inf
io any matiais relating to this Agreentarst of in the event either party szeks reff =f [test
of 1) U.S.C. Section 36? for any successor statu thereto), (hen fire party In whose fr
award shalt ba given or any relief shatl be granted or judgment shail be entered s
recover boi the other party all costs ahd expenses (inclucing atlorneys’ fees! incerra
proceeding and any appeal therefrom.
6. Sevarabilily, In the evant any proviston of pottion of any pip FOL His Agree
by a court of competent jurisdiction ta be unentorceable or iyvalt, the remsining pre
theseaf shall remain din fll force and ellert
Notwithstanding any purchase order subrnitied Buyes w
ge Herevf or allached hereto. Mis Agreement constinttes te
mn Buyer and Seller perlaining fo the subject matier herdol Any and +
Agreements oF uucerstandings hamtotore existing between H
hereof are expressly superseded arnt canaciad by tls Agreement
8. sg to the provisions af this Agreement nating
ar 5. thie J5 of te essence wit respect fo each of the teums, ane
ar his Agreanant
a. fo Parl (2 nf this Agreement. this Agreement! shall be |
shalt . succassors anu!
10, Headings, Headings. contelned in els Agreement are for purposes of ce
hot part of Gls Agresruerdd
fe
FARE REET RF
H Po 08/8/2008
7025 Frestone Blvd, Buena Park, CA 90621
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Case 1:08-cv-0170G.. Document 6-2 Page 15 of 41
AGREEMENT NUMBEN Lay
fe
Buyer (described In ttem 1A. below) ayreés to purchase trom AMADA AMENIGA, IWC. ¢ Soller” } and Seller agreas to sell to Buyer tor busine
only the equipmant and other parsanal property deserted in Nem 3, below (“Property”), en the farms and gentitiona gat forth tr thin
Including without Hrallatlon the tari and cond ers del forlly on the reverse hereol. .
TVAB ON DRMNT ONLY
4
BUYER'S TRADE NAME | OA TBTvt E
BUYEITS
AMADA CUSTOM
298)
OLN HCHBION AMBRICAN METALS, LLG
DAGANIZED puDER
J conponaton LIMITED LIABILITY GO.
2 PARTHENSHIP PROPRIETONSHIE Wormner / BEE LAWS OF THE
I
ZIP CODE
60510
ADDINESS OF BUYEITS
1050 KING
CHIEF EXECUTIVE OFFICE
SLAND DR.
PO. BOX STATE
IL
630) 406-7
BATAVIA.
CHOMPALLY
BRANCH /
SAME AS"A"
STREET ADDRESS cry STATE | ZIP CODE
ES? DELIVERY DATE
SHIPPING INSTRUCT 1ON iS AMADA CUSTOMER NUMBER
BILEIIG ANDRESS
ZIP COCE OME
678) 642"
COUNTY [STATE
DILLING HHS TRUCTIONS AMADA CUSTOMER NUMBER
CUSTOMER FO. HO.
PAM6300601
SALE Shan NAME
JOHN WOODRUEF
SALESMAN NO.
922
AEGON NO
Th
DIVISION NO
006
AAD MET 30 DATS
O cop.
ZACH MONTHLY
MONTHLY INSTALLMENTS (TOTAL NO. OF PAYMENTS
TALL C. DUE DATE FIRST LMEWT
{10 BE COMPLETED f 6-O 7
enn _) 0 OTHER.
D. TAX EXEMPT. PURCHASE
if ves .O no
E, INSERT CERTIFICATE
NO. WERE:
(SEE SECTION A208 FEVENSE
AY SELLER)
ACMACHINE MODEL NO. C. NEW
APS CLOEMO Q USED
Al IMENTS, OPTIONS AND OTHER ADDITIONS (INCLUDING SPECIFICAHONS) [OTY.
B. SERIAL HO.
D.MACHINE DESCRIP HON: ONE (1) AMADA
SOFTWARE PACKAGE
CASH PRICE
A. CASH PURCHASE PRICE FOR
: $89, 88
B CASH PURCHASE PRICE FO TOOLINC
EF. TOOUNG
c.
D. TOTAL CASH
;
—. SALES TAX (RATE + __ %
F
G.
* Fho 81
TOTAL TO 48
HL VALUE OF TRADE-It
FE DESCRIBE THADE-IN
{LESS LIEMS U ALC
J. CBEDIT FOR TRADE-W
J
OTAL (H.-b- Jd) aft §
1H
M. TIME BALANCE (I. + “hoy L
@. CALCULATE FFOR
‘WW ABOVE AND INSERT IM ITEM df,
. SUHANG E
5 INSURANCE. AG NCY
INSUNANCE ADDRESS
CY
L. TIME PRICE
con
NOTE: Seclion B4 on the hereal sels Iori certain lor insurance which must mnovided
by Duyer. Please teview these requirements carefully with your insurance provider.
Buyer agrees to the terms and cendittons set forth herein and on the reverse side of this Agreement. BY ITS EXECUTION BEL
ACKNOWLEDGES THAT BUYER HAS READ AND: UNDERSTANDS THE TEAMS AND CONDITIONS ON THE REVERSE SIDE OF THIS ¢
HICLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SEY FORTH IN SECTION A.10, AND
JURISDICTION PROVISIONS SET FORTH Id SECTIONS D4, RESPECTIVELY, AND UNDERSTANDS THAT THE AGMEEMENT CREATES I
SELLER A SECURITY ITTEREST IN THE PROPERTY.
Ht Buyer has elected to purchase the Properly ott an insialinent payment basis, Buyer acknowledges that Seller has offered bolht 8 cash purchase
installment payment purchase price to Buyer and thal Buyer has made its election based on a comparison of thesé prices. Buyer authorizes Seller ta
qwic including without fimitalion the date of first payment in Hem 2.0, and conect any lypographical or olher errot on the facing page of this Ac
sulting ol tile Agreement by Buyer
iis Agreement shall net be binding upon Geller unlil execuled by a duly authorized officer Ge Mharayer of Seller in Buena Park, California. NO REPR
OP WAMRALTTY RELATING TO THE TRANSACTION COMTEMPERTED BY THIS AGRE TIS BINDING ON OFt — E AGAINST SEL
PIN THIS AGREEMENT. “ } A
. f
GAL flghr — ie wom DATE By
. “se eu
t DATE
PDF Page 21
Case 1:08-cv-01706
Document 6-2
Filed 03/28/2008
Page 16 of 41
A. Terms and Conditions of Sale
Pu (ie esl aly rath cnet purge pile pf tha Pig pei POR Pete af shipment
y Salleh, Birds fie! for ilvity GU) da Her th ae al
af U's Aijreatli suah balled lar ana In its distiatan, adjust tha
Butohnsé porled et ay Unshippa y to ratte el iricieases ail iiges In iliniheal Botiulitfaijis,
Sell val give Buyer wilfeh notice of any such prise adfustmetits. Uliless wititin Sever {7) days alter
ving such rolics Buyer gives Setler wrillen jiotlce of any objections to any such pilce adjustnent,
Buna val be dasined in wave waived all such objections.
s, Wie cash purchase price of the Propelty ig exciusive of any and all excise, sales, use ot
slavied hy any lederal, slate, county, municipal of ather governmental authorities, all of
yer Baller is. mrtvorized to make payrmand of any such taces directly to
aiid Buyer wil telmburse Salter therelor, Gack reivbursement wil be ede on
reise expressly agreed i wilting. 1 Buyer clahns an exernptin for such taxes,
idence of sucti exemption acceptable to Seller,
, Freight charges for Shipment of abe Propeity to Boyer, hicluding taxes on lreight
ye fot te account of Buyer and wilt be billed Heigl collect. traiqht charges Jor
ssorles willbe separalsly imviced to Buyes and are payable net 30 days from Ihe dala
blherwise agieed in wiiting.
eg Any payne of Buyst not ecelvad, by the mitith (91h) cay following te date due
Cia a iole charge of five peicent (574) of Use amount dua as Rquidalad damages.
6. Shinn
wilh the ieciha of Buyer {il fu sat [url on fading page hereol} providied jaweves, ff auch
tt
tyatlons, Beller will arrange for shipment and routing af the. Property iy accordance
Ietivefions are unclear Ineorrplate oF prea af Kplel eur ot If tte fy Histuatlanig We
SHAK on fhe facng page hereof, Seller Iney, ant ts heteby aulttoizent by Guyor to aiidagd (Gr
slifpment art roultng of the Property es Seller dems shenepth ett. tir Ho revert wall B Seller be fatsle tat
tale of tha cantar te fatlav shipping ingtuctlons of either Buyer or Seller. Charies will be bited
ih eather:
vn the Property Jo partial shipuienis. Selfer with use reasonable
2 Properly by the tequested delivery date, sel forth on the facing page
Load veil have at bifity in Buyer for late chinmanis.
ng ty Nie le dou all isk of lass af or damage Js the Propsily wilt
3 Buyer at the Bipeing point, Untess othenvise expressly agreed Ih writing, the cost
pn ihe f roperty white In transit will be barue by Boyer.
daiig. 40 casts of imloading the Property from the cater upodarival al the shipping
Hinton and moving Wie: Property {0 ihe installatinn site ee for Ihe account of Buyer, Seber has no
Nabihily tor the Buyer and Buyer Assumes all iist of damage to or lass of the Property accuring in
unloading and moying
\ Nn, Buyer will al tts expense, lake all hecessaly sleps to prepate the Inslaltation site for
the inglallation of the Proparty. The cost of ‘nslatialion is included inv Uye purchase prlos of the
Property. Installation includes sel up, stat up and inital adinstmen! of opereling pefounance. Seller
1p fesponsil ability for any faite of any of the Property to meel any applicable codes or
d by arty privele organization or-any federal, stats, county. municipal or other
1 epriges. however, that in the event of any such iaitire to meat such codes oy
Ss, felegalee will, at the request of Buyer, make such modilications lo any ol the
4a as tnay be necessary ty bring such Property Into compliance with any such codes oF
elles determines: that the cost lo Seffer of inal sdng pny such modilications is
te Hf xceed ten parcent 10% 4) of ihe purchases price of the Property ur that the time tequhed
to elect such compliance (i rcluding the completion of any necessary inspections ant the obtating of
any hecessaly pentils oF apmovalls) is &: pected jo exceed iihety 0} days, inv which case Seller ray
Uppn refunding lo Buyer payments received In respact of the cenceled portion of this Agreement (less
hefgtt charges and: apriteabis offsets), cancel Uils Agreernent in whole of ip part without further lability
to Buyer: and provided further that ff Bayer so requests; Seller may, bul shail not be obligated lo,
J willl such motificptions af the sole expense of Buyer, payment lor which shall bs made by
Vin advance of Sellet’s perlormance
pe a
3
wei Warranty. aug | cbpttation, iil Liability, EXCEPT ee MAY OTHERWISE gE oer Ponty ") 4
f, q 1Y EXRCUTED RYT SELLEN, 3 MA
wath ALITY, Hnege ‘on terue, WRITTEH OW ONAL, ARD MENEBY bypressty Sige LAT Mg
ALL Butta WANKAMTIES, INCLUDING WITHOUT. LiMraTion ASY. WARHANTIES OF
MENCUAHTABIUTY OR FirHEess FOR A PARTICULAR USE OF PURPOSE. IN NO EVENT SIAL.
SELLEA RE UARLE FOP ANY IHCIDERIEAL, SPECIAL, GENERAL, DIRECT Off COMSEQUENTIAL
AMAGES [INCLUDING WITHOUT LIMITATION LOSt PROFITS), avin th NO EVEMT SHALL
SELLEN'S LIABILITY EXCEED THE STATED PURCHASE PRICE OF THE PROPERTY.
ft. Trade.lns, Buyer represents and wairsids to Seller that Buyer hes good nnd matketable Bvle to
any trade-l ad io tit item 3 on thie | acing page hereof, and thal any such trade-in is In good
opereting condition and will be tansfered te Seller ee and clear or all clakns, Héns, changes, security
inintests or enciunbrances of any thhd pany. In the avent thal subsequent to such hansler any thid
perl. ietuding without fimitation Amads Gapital Coiporation ( ACC"), asserts a fies on of offer
interest ‘a such tada-in, Buyer hereby grants fo Seles a icense to store any such trade-tn on
unt} Such irede-in may be conveniently moved cc resold, and Buyer will indemnity
haunless hone any logs of damage to such trade-in and any claims against Seller
slorage or any unauthorized operation of such trade.
it
th the event thal Selfér or any of Hs supptiers or delegates Is unable to cry out
sbligalicrs hh inden due ty acts of God or of the public every, war, insurrection, riots,
lockouls, labor disputes, Hres, Ioods, earthquakes, naluval disastes, unavoivlable casually,
Treighl embargoes. shoflages of fabor or material, changes ht governmental polley, laws of requlaligns
(inching bul nol linited t9 money xchange or tiansler restrictions, Impositions of quotas or fimitations
of shiprngnts}, cr any nthet caus ond the contrat of Sellar or ts syppllers or delegaters,
vehather or not specited above, tend Ihe tne of performance ot its obligations to such
extent as inay he necessary to enable Seller and its suppliers and delegates to complete
aclortance wilt the exercise of reasonable diligence afler the cause of causes of delay lave bean
f avent any such delay continues for a period of mdse than six [6] months, elihee party
inay tenninata ts obligatins hereunder by so notifying the other parly in writing
13, lemination, Upon the becurrence of an Event of Delacit (as Uelined in Section 8.5}, Setar avill, tet
addition fo the ather rights sat forth in this Agreement, fave the tight Io hwmediately lerminate this
Agiesment as to any un-shippad Properly with or without notice of termination,
lion, Buyer will defend, Indemnity and halt Seller harmless hoy end against any and
costs and expenses {including peasonable altorney’s: feesp adsing out of
pt Hy Conmection vith any use ent Property by Buyer or any breach ul this Agreement by Buyer
(5. Gorictit nt to Seller's 0
te euch other linanchig company as may be Favolved to. the terms of Wis eel ie a at udition
atta the perornance of Seflers obligations under this Agresmen(, and any of Ihe Property
defi sed te Buyer prior to the ablaining of such wilNeri approval will be deemed lo be held by Buyer as
8 baile for its own benefits under a bailment revocable al will by Seller.
|. Buyer has sola responsibilily tor ablalnkig any necessary financing ler the purchase of
Any elforle af Sollee lo anange any such fingnging ara solely at aecommadalion to
Buys: and do nut obligate Sellar in any way,
8, Security tnterest
Hy frie Te secure paytienit al the purchase price of the Property, Buyer hereby
vesi in the Property, and in all accessions Userelu and replac erients OF
a, as well as at 1 thetudiog E is} of the f the
rest gianied hereby constiluies a purchase money security Iterést uader the Caltorla
Union Conmmerciat Codes. In addition, the secinity inferest granted Hereby shall secure the full and
faldut performance by Buyer and alt of Buyer's obligaions under this Ageement Nobvihstanding
ne loregaing. Ihe provisions ol this Parl Hodo not apply wilt respect fo COD sates of qopenty lor
ceived by Seller bom Buyer prior fo or at the tive of detivery of the
which paynien! Is actually re
Properly to Buyer's taciiily,
Fuyet lepresents and warrants jo Seller that atl of ihe Information
Ing page of this Agreement Is true and correct
rans of Huet, Fer so long a8 any aniounts are owed by Buyer to Seller undér this
all usa Ihe Proper \y In conpliance wiih all appilcable favs, reguialions and
; tbh gal inalilain thé Property in good condition aid repal, reasonable wear and tear
shall pay vdien due all taxes. changes and foposiliong on the Praperty or the ownership,
sate of sarne: {d) shall keep the Properly free ol all fians, charges. ctalns, security
nibrances of any third party; fe} shall permil Setter to inspect the Property, and
acts of all of Buyer's books and records tefating thereto, dusing rottecal bustrress
hall promptly nulity Selter of lhe secuence of any events which matedally and adversely
fie rehae al ihe | Property as collateral: ig} shall prow natily Seller in wait ing el any. phat 2 af
ny badenaie or style. the fon fn which Buyer conducts ir. business, the
shuchea of Buyer: ta} shat mosaptly huntsts to Seller unon request conent
Ws of ‘Buyer: and {i} shall uot, without prior wiitlen consent of Sellers sell, assign,
and, Soense ite use of pledge, anny enbat, ana 2 sacri interaést in or tiapose of | the
ys HpMs themin, or use er operala Whe F ly 99 @& Inantier oF S Inlenthed by
Ihe tranufactuia or fy elotation: of any insulance poiley cove ing the Froperty, on remove or obliterdte
any markings alte ed by Seller ts the Property ur give nolice Gt Seller's secunly Hlerest tielo or any
idesilying insiar eval number; or letteriny on Ihe Property, or permit the Property to become so
alti oe lo tealty to become p Ixus.
shall keop the Insured against al tts sk of logs fr camaya tom every
a yhich instance is.commercially available, ip a coverage aunbunt nel fase than the
pater al tha Propesty, under poliries providing that losses shall be payable to Seller
wiring the wisura! 10 give Sellat ool fs zy Brin ty {30} 1228 aifor written notice ot tha aflectee
of any such Polley. All suet aurance policies shell plherwise
ppngles satslactor yp Seller. Buyer shell de clinsesance
fer suctt ollie! weld uf Insurance as Seller tieay Tony tiie Ve
+ 8s Seller may delartine; (H in. cennection with any disposition for and
hereot are ospressly super
the lequest. Tha proceeds of such fneuranae aliall he ap applied, st tha aplinn ef
lepinceinent sstaglon of oF repel of aly Topary, vilfeli 18 teal. Slaten, danusuest vt de
i at Hataurider. Chive? Herebiy Hrévocalsht spihainls Sei
ict; onda Tea a is ediipléd wilh an iiiterést, 16 ihake clatiis for, rebel
and éxeciilé and endorge alt documents, ehechs, or dialts recelved fi payment 6f ang le
under any such policy of Insurance. Buyer fails to procure of maintain soci ingwvan
have fie right, bul shall nol be obligated, to obtain and mahtiain such insurance. at
telmburse Seller tor the cost thereat.
5, Cavenants Renardine Localion ol Property. Buyer wit not remove ary ol the Prop
Isealion al which insta! or othervise change the location cf any ol the Peoperty wil
eaten concent of Selfer in each Distance. Fach SIGHATORY HERETO WILL RE t
4A: TO SELLER FOR ANY ALL LOSS Of DAMAGE SUSTAINED BY SELLER AS
ABY Ginuee it LOCATON OF THE PROPERTY WITHOLN THE PRION WRITTEN
SELLER, SPECIFICALLY INCLUDING, WHHOUT LIMETATION, AHY DAMAGE AR
LOSS OF PERFECTION OF SELLER'S On ACCS BECUMTY INTEREST IT THE PRO
6. Defrull. The vecuieuce of any of the following shal constitule an Event ol ataull
by Buyer in the payment, hen du oy payable of the purchase price ol the Peoperty 6
theres! or interes! therean; (b} any breach of Uuyer of sny representation, sasanly
agreement (other than as lo payment) sel torts in this Agreement of any other agree
Buyer and Seller ov arising ky operation af law or olberwise, which bradrh is not curt:
(9th) day followin notice Mereal by Sallar to Buyer; (n} try igsusnes of enhy ote
Injunction br atachyent against Buyer, tha Properly ar any ofher property cf Buyer;
ally Hollee.ot Gilk suta or Flere bulk sale by Buyar; (e) tle appaintinent ol a recaieot
Gf diedilors of Hyuldating gers, Ue offering of a caimposition dr extension to esaelltes,
arp asgignefert for the brenel of creditors br the Gonnttencaitient of any filet eeu st
mide any t Mfertipioy edhe &
debiots, to the exient that ahy of the foregoing Is by. for, on wail ob or ri
insolvency of Buyer, the suspeusion, fermination, ischarge of uteniorsca
executed in favor of Seller with respect to any of fhe obligations secured
ihe conditioy or allahs Hnenciat or otheneise) of Buyer which ft the goud fait ee
impairs Seller's security or inctaase Its risk.
7. Aémedies on Defauil, Loon the ostimence of an Event of Defaull, or al any time th
Event of Betaull Shalt be comtiniing, Ins additlan to any other rights o: remedies eller ry
shatl have any ov all of tha Jollowing dehts and rantecins; (a) Sellar shall haw all of
remedies of a sectved pivly under the Liter Conmercias Code as M elect in any
which eolorcement heraol is sought: {b) Saller may, at Ils option, and dee
bidebledness secured haretiy lo be iinnediately due and payable; (2) S Wes shall have HT
bumadiaty and exclusive possession of any ond all of the Pr
interference from Bur
without priot notice, enter peasetully upon the plemises »
semdve the Properly hori such localtan far dispesitind of pro
the Property fron such tecation; (d) Selter may require Buyer, at Buyer’
Property and make it avaitable to Seller at any inulually convenient iscetna reasanal
Seller; {eo} Selléy may, tn is sole discretion, avy time and fem fine to fine, bul only z
given Buyer al leas! ten (10} days prior vitiflen notice of its inenticn te ¢ af it
is hereby agreed to be reasonable uatice, lease any of the Property on stich tennis and
as Seller miay conside: appropiate, or sell, resell, banslér, assign. dispose ol and dsliv
the Property, i one or more parcels, at the sane or diferent fimes, and alt right, Ut
therein, dt public or plvate sala. for case, upon credit or fot future delivery, and at stack
SuCTNaSE aH
ar
7 abd fur this purpose Seller may, willt or ¥ tout judiciat proce
¥ such Property ray b:
dle fiqeidats ce other
ense, to
Propelty, and by such purchdse axruie afl ight, tie and Inierest ther
fer and on behalf of Buyer, make and deliver te any puichaser of a yell the Mo par
sufficient bM of Sale of other seldence oF tanster of aff taht, UUs are in to
fo such purchaser, and (h) Seller may in tls own nantes or in the Hame of ard on ‘anal
and all actions required to cure any such Event of Delaull, and all sums expended by Se
such cure shell be secured liereby.
Apnticalit ads, The net ploceeds reatized upon any fyuidallon a cist
propane altel for the expense of retaking, holding, preparing for sale oF
leasing ain the like, and the reaacrable altornay's faeg and legal expenses ard cos
Seller hh entorcing or exercising any of {ts tights or resnedies under this Ageeernent. slral
Satisfaction of the obligations of Bayer secured under this Aqeeiient In such orter a5
appropriale by Seller. Any serplug of such proceeds Shall be paid ln the persan of f
entitled inereto, and the Buyer shall be fable to Seller for arct shall immediately pa
arinunl at any deticianny
9. Buyer's Welver, Except ae fo the notice af Intention to dispose of Pioperty prnvit
Seller may exercise any of tts rights dud remedies withoul demend, advertisement pr no
as tnay re requied by law. To the futlest extent perndtted by lew, Buyer valvere de
protest, notice of acceptance of this Agreement or ather action taken in reliance herees
demands and notices of sny description.
auis, Tsture filings aud funlhér assurances, Buyer hereby autle
al any iG
40. Flitancing §
erecule and fils financing statements outhenticated records, and fixtere {ili
fo any of ihe Property, tt each case without Buyer's signature to thee:
Seller's request, Buyer shall execte ons of more financing stalernenis, fix
statements ot other lilhgs pursuant lo the Unilonn Commerctal Cade in torn satis
Buyer shall lake any and all steps required by Seller ta maintain paiection of (he
qaried hereunder, or fo fully assure to Seller its rights imder this Agreen
{Assignment
yada Capital Corperation, Unless otherwise agreed hy the par
Soller may al any ssaign this Agreement and Its rights lrereunder, i whole or te
Buyer hereby walves any right fo assert egeinst AGC avy cloims, defenses or cifsets wt
have agains! Saller, and Buyer frereby expressly agrees not to assert ary such ctainy
plfgets agaist ACC.
1. Assionment.
ws Buyel may nut assign, delegate o tanster any of tts rigtts.¢
io aay tikd party withoul the price wiliten consent of Selter
D. Miscellapen!
1 The order of application of Buyer paytients Is al the ciseretion of Selfe Seller may:
apply and_all of a Buyer's payment to any outstanding balarices owing by Seller inel
Innited to Buyor Tale charges.
All notices, demands or conssnla required of permitted to be divert under
: tices.
shal te in wiiling and shalt be deemed eljactive upon delivery Wf dellvered personally |
alter mailing H sent by fist class United States mail, postage prepald, aduressed to t
address sei forth herein er la such other address 38 shalt be given by either party to theo
No waiver, anenriment of moifilication of
shall be elective unless in ysiling atid stgre
lo be bound. fa faiture by 5: uy! lot exercise, sid ie delay by Seiler by exarcisinct. any
remedy granted hereunder shail operdie as a waiver of any such sight, power or rsarec
any Hight or remedy by Selle on gay one secasion shell net be couse as a bar too
right ov remedy on any fulure occasion. All lobts and reinedies of Sailer ura séparate :
and the exercisa of any light or remedy shall not finil or prejudice the exercise of am
remedy. .
4 gg bodt ind. Avy cortroversy, claim, aclion or dispute arising out af or
gore at ee publect to the laws of the Stale of Catiiomia and the pariles hereto
imatiers beng adjudicated In ta jutisdiction of Calllomia.
B. Altorneys!. hy the ouant any orbilvation or judicial action or proceeding ts Initial
to any matiers relating lo this Agreement or in the event either party seel:s relief Iron the
of 11 ES.C. Section 362 {or any successor Solus thereto}, than Ihe party is whose fare
award shall be given or any tellet shall be granted or Judgment shall be entered stral
recover from the other parly all costs and dxpanses (neluding attorneys Jees! inet rect Ir
procéediny and any appeal therefrom.
6. Sevarabilily, ty the evant any provision or portion of any provision of this Agreeme
by a ceurt of carmpaleat erisdiction to be uvenlorceable or invalid, tre remaining preeisi
tereal shalt conan te full lorce and afleet.
7. Entice aust, Hoteilistiuding any purchase mdet submilted by Buyer whe
on the facing page hereof or attact nent constilites fre en!
belweent Buyer and Sellar pertaining te the subject mation hereof. Any arti sil
sgieentadts oF understandings herefolore existing between te parties perisinkig to tia
ect and canceled by this Agreement
| Tinie is of tie Rasence, Excert of to the evoslsions of Wis Agrearant relating i
abd shipping delays, tine (s of the essence will expect ia sach of the tenis, coral
and covenants ol lhis Agresment.
- Bintling Effect, &
shall inuee to U
Subject (¢ Part C of this Agreeinant, this Agreement shall be bin
Nef ot Whe parties and thal legal tpresonintives. successors and as
10. Headings, Headings contained fr this Ageament arr fot purposes of converienc:
VA
nol part of this Agissmsent,
Rae sUR RERGE F
Case 1:08-cv-01706 Document 6-2
PVE ANI AN AA
7025 Fresione Blvel., Bund: Par, CA 9062}
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Buyer (described in tein 1A. below) agrees to purchase from AMADA AMERICA, IHC. ("Seller") and Seller agrees lo sell to Buyer for busine
only Ue equipment and other personal property described in Hem 3, below ("Property”}, on the terms end conditions sel forth in this
Including without limitation the terms and conditions sel forth on the reverse hereo!.
Page 19 of 41 _
AGREEMENT NUMBER = Ld
th yg Be a
TYPE OF PRINT ONLY
BUYERS FULL, NAN BUY RAE THAGE NAME OM @fyLt
ROIBION AMETUGAN METALS, LLG
u LiAMILITY
CUSTOM!
IL) CORPORATION LIMITE
CE PAHINERSHIB OB OSH Cf GTHER Ik 198
SINEET ADDRESS OF BUYEI F Tive OFFICE [PO BOX ZIP CODE EPHOME
1050 KINGSLAND DR IL
BATAVIA GOSLO 630) 406-7
CORIPANT BAME BRANCH / DIVISION
SAME AS "A"
STMEEP ADDRESS CITY ZIP CODE
REQUEST DELIVERY DATE UCTIONS AMADA CUSTOMER NUMBER
SHIPPING
BILLING ADDRESS P.O. BOX COUNTY ZIP COBE ELEPHOHE
BILLING INSTRUCTIONS
AMADA CUSTOMER NUMBER
CUSTOMER BU, NO.
PAM6300601
SALESMAN NAME
JOHN WOODRUFF
SALESMAN NO.
922
DIVISION NO.
005
HEGIOLL MO.
72
“30 DAYS 1 C.0.D. 2) MONTHLY INSTALLMENTS (TOTAL NO.QF PAVMENTS OU) OTHER
AMOUNT OF EACH MONTHLY INSTALLMENT C.DUE DATE OF FIRST INS D. TAX EXEMPT
OBE CC TED —
A aeuen) 54 6 IT Ff yes
E. INSEAT
NOOHEME
{SEE SECTION A.2 Ol REVERSE
(2 no
A. CASH PURCHASE PRICE FORT
$121,00
B. CASH PURCHASE PAICT FOR TOOLING
A. MACHINE MODEL HO
MP1225NJ
B. SERIAL Ha,
c. NEW | D.MACHIMNE DESCRIP TIO‘: GNE (1) AMADA
Q DEMOW USED MANIPULATOR SYSTEM
OPTIONS AD OTHER ADDITIONS (INCLUDING SPECIFICATIONS) [QTY, PRICE
c.
DL TOTAL PRICE
$121,00
E, SALES 1 (RATE 4+ %
TOTAL TO 4B
Hf. VALUE OF TRAQE-IN
ae . __ [LESS LIENS ALC
G. CALCULATE CNEDIT FOR TRADE-IM ABOVE AND INSERT IN ITEM 41. |. CREDIT FOR TRADE IN
$24,2¢
5) (CASH By
$96, BC
PRICE DIFFERENTIAL (M,
4
<
i. SUBTOTAL (H.- 1.
BUYER'S INSURANCE
NAME OF AGENT L
‘Z |P.O. BOX
oy
3Y'8 ADDNESS
VEGME
HOSE: Section 6.4 on the ¢ heredl sets furtt certain wquirerends for insurance which must be provided
by Buyer. Please seview Wiese :
8
ements carefully wih yout insisance provider.
M. TIME BALANCE (K. 44)
CIty sl ape ‘ $122,73
Buyer ayrees to the Jerins and conditlons set forth berely and on the reverse side of {his Agreement. BY ITS EXECUTION BEL
ACKNOWLEDGES THAT BUYER HAS READ AND UNDERSTANDS THE TEAMS AND CONDITIONS ON THE REVERSE SIDE OF THIS A
INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN SECTION A.10, AND
JUNISDICTION PROVISIONS SEY FORTH IM SECTIONS 0.4, AESPECTIVELY, AND UNDERSTANDS THAT THE AGREEMENT CHEATES Ii
SELLER A SECURITY INTERNEST IN THE PROPERTY,
" Buyer has elected to purchase Ihe Proparly on an installment payment basis, Buyer acknowledges thal Seller hag offered both a cash purchase
iustalloent payment purchase pilce lo Buyer and that Buyer has made its election based on a comparison of these prices. Buyer authorizes Seller to
blank, including withoul finitation the date of first payment in ile 2.C, and correct any lypographicat or other enor un the facing page of this Ag
executlon of ihis Agreement by Buyer. .
this Agreement shall nol be binding upon Seller until execuldd by a duly Buthorized officer or manager of Seller in Buena Park, California. NO REPA
OR WARRANTY RELATING TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IS BINDING ON OR ENFORCEABLE AGAINST SEL
SET FORTIN THIS AGRE - “Of if
On SRY TORT TE Z
of ee
Me WN igee 2 4 a DATE ae
THLE TE
fesione Bivel, Buener Peg
tn AEE HARE
GCA 9062 |
Ge
Page 21 of 41
AGREEMENT
NUMBER LL
EQUIPMENT PURCHASE AND SECURITY AGREEMENT
Buyer (described hn Hem 1A. below) agrees to purchase froni AMADA AMERICA, INC. ('Seller”) and Seller agrees to sell to Buyer for busite
only the equipment and other persorial properly deserlbed in flem 3, below
Inchucing without (nilintion the terme and conditions get forfht on ile raverse hereol,
TYPE OF PRINT ORLY
ULL Haig a
RECISION AMERIGAN METALS, LLC
HES
BUYER'S TARDE NAME OF STYLE
(“Property”), on the terms and conditions get forth fn this
) CORPORATION aia EN LIABILITY C
ORGALIZED UIDEN\,
LU PANTHERSHIP =) PROPRIETORSHIP ChoOTHER QUE LAS OF THE IL 2985
= HER Lo
SIREET ADDRESS OF BUYEITS CHIEF EXECUTIVE OFFICE P.O. BOX CHY COUNTY (STATE | Z1P CODE TELEPHONE
1050 KINGSLAND DIL. IL 60510 ( } 406-7
630
_ SAME AS"A"
BRANCH / DIVISION
Gry
COUNTY ISTATE
2IP CODE
TELEPHOHE
) ~
iM
AC} HET 30 DAYS OCOD. 4
MONTHLY INSTALLME
922 JOHN WOODRUFF
FS (VOTAL HO. OF PAYMENTS.
PAMG6300601
- SHIPPING INS FAUCTIONS ‘AMADA cus TOMER! HUMBER CONTACT
FOB SHIPPING POINT JQHN MAZUREK.
be
§ CITY COUNTY [State | ZIP CODE ane
oe ___ 11005 PINEHIGH DR. ALPHARETTA. GA 30022 { 678) 642-7
BALLING INSTRUCTIONS AMADA CUSTOMER NUMBER CONTACT ‘
oer sereyct 29897-1 DICK CLARE
0. FOR SELLENS HEFERNENCE 0 Poe BU ee Mag ers Ee _
REGION HO DIVISION HO SALESMAN HO SALESMAN HAME CUSTOMER P.O. NO. FO. DF
-)
fl. AMOUNT OF EACH MONTHLY INSTALLMENT
C.DUE DATE OF FIRST INSTALLMENT
(TO BE COMPLETED go eo 7
BY SELLEQ] 515-07
DL TAX EXEMPT PURCHASE
NO. HERE _
(SEE SECTION A.2 Ol REVERSE
| E. INSERT CERTIFICATE
$6,437.38
Vinistallment payment tor
i
W yes OU No
(au
‘A. CASH PURCHAS
H t at
BUYER'S INSUHANCE COMPANY A
ji
i
BUYER'S INSURANCE AGENCY hb
BUYER WE/SS EV
INSURANCE AGENCY'S ADDRESS 3 A/ C40 AE
CTH A a _|Pc
_ |NAME OF AGENT
" Waywe
HOLE
whe
ty LBL KL). \PO8
IP CONE TELEPHO
Lo/ged | eso
¢ ° 5
ection B4 on the reverse hereo! sels forth cerlain requirements for insurance which must be provided
by Buyer Please seview [hese wequirements carefully willy your insurance provider.
CHINE MODEL HO. HEW |) O.MACHINE DESCRIPTION: ONE (1) AMADA raoT 13
EM2510NT (1 DEMO (USED TURRET PUNCH PRESS an
ws CHAS CE FOR FOOLING
E. POOLING, AF VACHMENTS, QGP TONS AND OTHEN ADDITIONS (INCLUDING SPECIFICATIONS) JOVY. CASH PRICE B. CASH PURCHASE PRICE FO $3 58
TOOLING PACKAGE ($85000)__ _.$0q080.00 ff be
Cc Det RYO | £E D. TOTAL CASH PURCHASE PRHIC
SCRAP CONVEYOR $6,705.00 §380,B2
" ~ ~ E SALES TAX (MATE + %
_ roe eect
- pe
on a - -H-- J SUBTOTAL (Ds Ey F 4G
TOTALTO 4B $73,585.40 $3R0,82
F RESCRIBE TRADE-IN M.VALUE OF TRADE-IN 8 GHEDIT FOR TRADE AM FE
_}LLESS LIENS ALG < > & CABIT DOWN PAVIAETIT
G. CALCULATE CREDIT FOR THADE-W ABOVE AND INSERT WN ITEM af (Hy: < q 76,
ie a a 7 it 3 eis
6 STOTAT GT GARB
LIME PRICE DIFFERFMTIAL (oF
0
M.TIME BALANCE (+L)
Ege 7 (7.
§3R6,24
Buyer agrees to the terms and conditions set forth herein and on the reverse side of this Agreement. BY ITS EXECUTION BEI
ACKHOWLEDGES THAT BUYER HAS HEAD AND UNDENSTANDS THE TEAMS AND CONDITIONS ON THE REVENSE SIDE OF THIS A
IHCLUDING WHTIOUT LIMITATION THE WARRANTY DISCLAIMENS AND LIMITATION OF LIABILITY SET FORTH IN SECTION AG, ALD
JUMISDICTION PROVISIONS SET FORTH IN SECTIONS
SELLER A SECURIFY INTEREST IN THE PROPERTY,
I Duyer has elected to purchase Ihe Property on an instalinent payment basis, Buyer acknowledges that Seller h
installinent payment purchase price lo Buyer and that Buyer has made ils elec!
blanl, including wilhout timation the date of first payment fa ilem 2 Cy
exectiion of his Agreement by Buyer
ihis Agreement shall bot be binding upon Seller until executed by a duly authorized offic
OF WANRAARNY HELATING TO THE TRANS,
SET PORTH IN THIS AGH
[ew
(ioe IF
AMALIA
D.4, FESPECTHIVELY, AND UNDERSTANDS THAT THE AGHEBMENT CHELATES I
as ollered bolh a cash purchase
tton based on a comparison of these prices. Buyer auihorizes Seller to
and correct arly lypographical or other enor on the facing page of this Agi
aL or tnanager af Seller in Buena Park, California NO UE PRE
ACTION CON FEMPLALED BY mupmenet MENT 18 BINDING ON OR ENFORCEABLE AGAINS | SEL
oS
he
OM Af
“ke
TITLE
Mt Loew B26,
Dat
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
os Wh 24
A. NAME & PHONE OF CONTACT AT FILER {optional}
ELSIE HORST
EB. SEND ACKNOWLEDGMENT TO: (Name and Address}
| aMaDa CAPITAL CORPORATION
7025 FIRESTONE BLVD
BUENA PARK, CA 90621
LL
|
_
[THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
4 DEBTOR'S EXACTFULL LEGAL NAME -insertoniy one debtorname (1a0r1b)- da natabareviate or combme names
ta. ORGANIZATION'S NAME
| PRECISION AMERICAN METALS, LLC
OR
Tb. INDMIDUAC'S LAST NAME FIRST NAME " ene NAME SURES
Jc. MAILING ADORESS CIty [ST (POSTAL CODE COUNTRY
1050 KINGSLAND DRIVE | BATAVIA {TH | 60510 USA
Td. SEE INSTRUCTIONS TEDLINEO RE [ie-TVPEGF ORGANIZATION —— | tf JURISDICTION OF ORGANIZATION Hig, ORGANIZATIONAL ID #, if any
| ORGANIZATION
| OEBTOR {LLC 4 IL | 01876643 NONE
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only gne debtor name (2a or 2b) - do nat abbreviate or cambine names
22, ORGANIZATION'S NAME
OR 2b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDOLE NAME SUFFIX
2c, MAILING ADDRESS
CITY
STATE {POSTAL CODE
COUNTRY
E=INS AQO'L INFO RE {2e. TYPE OF ORGANIZATION
ORGANIZATION
‘DEBTOR |
2d.
21. JURISDICTION OF ORGANIZATION
|
2g. ORGANIZATIONAL ID #, t any
| | NONE
3. SECURED PARTY'S NAME [orNAMEaf TOTAL ASSIGNEE of ASSIGNOR.S/P) -insertonly one secured party name (Gaar 3b)
Sa. ORGANIZATIONS NAME
AMADA CAPITAL CORPORATION
OR
Bb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
4c. MAILING ADDRESS ciry STATE [POSTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARE CA | 90621 USA
4, This FINANCING STATEMENT covers the following collateral:
ONE AMADA TOOL GRINDER,
MODEL TOGUML, COMPLETE WITH ALL ATTACHMENTS NOW OWNED OR HEREAFTER ACQUIRED,
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE,
a.
a,
CETATE PECORDS Attach Agdendurm
B, OPTIONAL FILER REFERENCE DATA
PRECISION AMERICAN METALS, LLC
TAOMITION€ FEE
Le Hh Mo
FILING OFFICE COPY — UCC FINANCING cnt (FORM UCC) noha
7. Check to Reaves! SEARCH REPORT (S) an Dentons)
ALTERNATIVE DESIGNATION fif applicable]: [ |LESSEE?LESsOR | lconsisnee:condianor 7; IB AILEE/BAILOR | |SeLLERJBUYER Cac. un | lNon-uce EILING
This FINANCING STATEMENT is to pe fitted [for record] (or regoretes inthe REAL |?
{rt sures?
(| All Debtors T loettor +_| 4 F oer 2
fentional!
PDF Page 31
Documant 7; (files ‘03/28/2008 Page 26 of 41
WRF FORM OG Ms eguk Gl ry.
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY onac WHO] Pel: 30
wer
A. NAME & PHONE OF CONTACT AT FILER {optional]
ELSIE HORST .
JB. SEND ACKNOWLEDGMENT TO: (Name and Address)
[AMADA CAPITAL CORPORATION |
7025 FIRESTONE BLVD
BUENA PARK, CA 90621 LICL ene p05
He
My
UE tas
Hi} tits
° THE ABOVE SPACE 1S FOR FILING OFFICE LISE ONLY
1. DEBTOR'S EXACTFULL LEGAL NAME -insertanly ane deptor name (ia or 1b)- do natabbreviate ar cambine names
Ita, ORGANIZATION'S NAME
— | PRECISION AMERICAN METALS, LLC
MB. INDIVIDUALS LAST NAME FIRST NAME MIDDLE-NAME SUFFI
46, MAILING ADDRESS ‘ city STATE [POSTAL CODE COUNTRY
1050 KINGSLAND DRIVE BATAVIA TL | 60510 USA
id. SEE INSTRUCTIONS FADO'LINFO RE |e, TYPE.OF ORGANIZATION htt. JURISDICTION OF ORGANIZATION tp. ORGANIZATIONAL ID ¢, If any "
ORGANIZATION
DEBTOR (LLC 1 | 01876643 [None
2, ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a.or 2b) « do not abbreviate or combine names
Zz. ORGANIZATION'S NAME
OR
Qh. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAVE SURFS
Ze, MAILING ARDRESS ery BTATE |POSTAL CODE COUNTRY
2d. SEE INSTRUCTIONS ADDL INFO RE [2e. TYRE OF CRGANIZATION [2f. JURISDICTION OF ORGANIZATION Zp, ORGANIZATIONAL ID #, ff any
ORGANIZATION
| DEBTOR |. | | TT] None
‘3. SECURED PARTY'S NAME (arNAMEoITOTAL ASSIGNEE of ASSIGNOR S/P) -insertonly one secured pamyname (Sa or 3b)
Sa. ORGANIZATIONS NAME
AMADA CAPITAL CORPORATION
OR ia INDIVIDUALS LAST NAME FIRST NAME . MIDDLE NAME [SUFFIX
3c. MAILING ADDRESS cry STATE jPOSTAL CODE COUNTRY
— 7025 FIRESTONE BLVD BUENA PARK CA 19062) USA
4, This FINANCING STATEMENT cavers the following collateral:
ONE AMADA SPOT WELDER, MODEL ID40ST, COMPLETE WITH ALL ATTACHMENTS NOW OWNED OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
. ALTERNATIVE DESIGNATION [if applicable]: | lLesseeressor |_| caustenseconsidvon | “BAILEEIBAILOR [| SELLER/BUYER I lac. LIEN [ Iwon-uce FILING
This FINANCING STATEMENT filed ff tcl | ecomed intnaR 7. Ohadk ta REQUEST SEARCH REPORT(S) on Debtor(s} rm |
Thug FINANGING STATEMENT is to oe ile {for record) torr Vin the REA al | Agi Ee 7 Tantonall [Jali Sebtore [ Ipenier 4 | (Genter 2
8. OPTIONAL FILER REFERENCE DATA ! ( i th
ps a
PRECISION AMERICAN METALS, uel Ce LE, Mi one Le
FILING OFFICE COPY — UCC FINANCING STAT) ext (FORM UCC1) (REV. osfanbh
,
UCC FINANCING STATEMENT.
FOLLOW INSTRUCTIONS ffrant and back) CAREFULLY
Document 6-2
Plog)
wn:
JA.NAME & PHONE OF CONTACT AT FILER {optional
ELSIE HORST
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
[AMADA CAPITAL CORPORATION
7025 FIRESTONE BLVD
BUENA PARK, CA 90621
LL
|
_|
85d 03128 /2008 TF
t
PO Ae OMe.
: UGDE G
i
unt
206 JUL 27 PH &: 30
HE TB aS ethyl
ae TO Fe Mee
SMSTL iseli LLLS0yse Fs
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAL NAME -insenanly pne debtorname (12 of 1b)-do notabbreviate or cambins names
1 8, ORGANIZATIONS NAME
PRECISION AMERICAN METALS: LLC
vO
SUFFIX
o 4b INDIVIDUAL'S LAST NAME FIRST NAME IMIDDLE NAME
. |
‘ic. MAILING ADDRESS cry. STATE |POSTAL CODE COUNTRY
: - Lo
1050 KINGSLAND DRIVE BATAVIA TL 160510 USA
72, BEE INSTRUCTIONS SAB DINED RE Tie TYPE OF ORGANIZATION | 11, JURISDICTION OF ORGANIZATION Tip, ORGANIZATIONAL ID #, I any
ORGANIZATION ~.
peetor = | LLC | i | 01876643 [| None
2, ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME ~ inser. only ons debtor name (22 or 2b) - do noi abbreviate or combine names
22, ORGANIZATION'S NAME a
OR [SEINDIVIDUAL'S -AST NAME FIRST NAME {MIDDLE NAME SUFFIX
2s. MAILING ADDREES ciry STATE {ROSTAL CODE COUNTRY
2d. SER INSTRUCTIONS ADDL INFO RE | ge, TYPES OF ORGANIZATION 2¢, JURISDICTION OF ORGANIZATION 2g, ORGANIZATIONAL ID #, ihany
ORGANIZATION =
DEBTOR’ \ | |_| NONE
3, SECUREDPARTY'S NAME (orNAME of TOTAL ASSIGNEE of ASSIGNOR S/P) ~insertonly one secured party name (a or 3b}
3a. ORGANIZATION'S NAME
OR Fens INDIVIDUALS LAST NAME. FIRST NAME MIDDLE NAME SUEER
3c. MAILING ADDRESS City STATE JPOSTAL CODE COUNTRY
70245 FIRESTONE BLVD. BUENA PARK CA | 90621 USA
4, This FINANCING STATEMENT cover:.the following colieteral:
ONE AMADA INSPECTION MACHINE, MODEL FABRIVISION, COMPLETE WITH ALL ATTACHMENTS NOW OWNED OR HEREAFTER ACQUDRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST
FULL PURCHASE PRICE.
IN THE ABOVE
VE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
5. ALTERNATIVE DESIGNATION [it anplicable]; [i LESSEE/LESSOR
+
| CONSIGNER/CONSIGNOR
| }BAILBE/BAILOR | SELLER/BUYER ja. WEN | INON-UCC FILING
R
yin th
a. [| This FINANCING STATEMENT 1s to be filed [tor record) (or rengpned) it
ESTATES PECORDS Atach Addendum
8, OPTIONAL FILER REFERENCE DATA
PRECISION AMERICAN METALS, LL
“
FILING OFFIC
AL
7, Gneck to REQUEST SEARCH REPOR
policable’ RItional FEE!
Le, I
T{S) on Dentmr(s}
lontonal:
| Ail Gebrars [ \bestor 4 | oeteor 2
fk oniv ued
E COPY — UCC FINANCING 8&7 “ash T (FORM ued ) (REV. O5/22/02)
PDF Page 34
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (iront and baok) CAREFULLY
A, NAME & PRONE OF CONTACT AT FILER [optional]
ELSIE HORST
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
| aMADA CAPITAL CORPORATION —
7025 FIRESTONE BLVD
BUENA PARK, CA 90621
L
|
Page 29 of 41
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1, DEBTOR'S EXACT FULL LEGAL NAME - insertoniyone debtorneme (12 o11b)-donotaboreviate: orcambine names
da. ORGANIZATIONS NAME
PRECISION AMERICAN METALS, LLC
OR FTE INDIVISUACSLAST NAME FIRST NAME MIDDLE NAME SUERIE
Te. MAILING ADDRESS ~[BRY STATE [POSTAL CODE COUNTRY
1050: KINGSLAND DRIVE BATAVIA IL 60510 USA
40. SEE INSTRUCTIONS ADDL INFORE [te. TYPE OF GREANZATION ~~ |11, JURISDICTION OF ORGANIZATION Tg. ORGANIZATIONAL ID#, freny
ORGANIZATION
DEBTOR | , | 01876643 1 INowe
‘9 ADDITIONAL DEBTOR'S EXACT FULL LEGAL-NAME.- insert oniy ane defior name (2a of 2b) + do not abbreviate or combine mamas
2a, ORGANIZATION'S NAME ;
oO
4
2b, INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME SUEFIX
2c, MAILING ADDRESS
CITY
STATE j|POSTAL CODE COUNTRY
Id, SEZ INSTRUCTIONS [ADDILINFO RE [2c TYPE OF ORGANIZATION
| ORGANIZATION
| DEBTOR |
|
pat. JURISDICTION OF ORGANIZATION
| 2p. ORGANIZATIONAL ID #, if any
| [|wowe
= SECURED PARTY'S NAME jorNAME cf TOTAL ASSIGNEE of ASSIGNOR S/F) -insertanly one secured pany name Ga or Bb}
Sa. ORGANIZATION'S NAME
AMADA CAPITAL CORPORATION
OR fap, INDIVIDUALS LAST NAME NAME [MICOLE NANE SUPE
e. MAILING ADDRESS Cry ETATE [POSTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARK CA {90621 USA
4, This FINANCING STATEMENT covers thé following collateral:
ONE AMADA MANIPULATOR SYSTEM, MODEL MPL225NJ, COMPLETE WITH ALL ATTACHMENTS NOW OWNED: OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
5. ALTERNATIVE DESIGNATION fif anniicable]: [LESSEE/LESSOR
&, This FINANCING STATEMENT ts to he fited fer record) [or recorded)
C ESTATE BECORRE _Atach Addendum it
8. OPTIONAL FILER REFERENCE DATA C
I uo YS
PRECISION AMERICAN METALS,
[| Soe
REAL
pois gebie!
Zhe hide
| leat
Check th REQ Eee
eae nal
FILING OFFICE COPY — UCC FINANCING argh ent (FORM veo) Rev o522/00)
f
T SEARCH REPORT (S) on Debtor(s)
SELLER/BUYER: : [| AG. LIEN F tno. UCC FILING
[| All Debtors [| Gebtor 4 [ |pebtor 2 2
LEE/BAILOR
fasvonsl
PDF Page 35
~~ -
mRMEMIE Wie
Dgcumient Br25F \ ‘Fited 03/28/2008 Page 30 of 41
wil
URE GET ODD CODE DN.
abt Nad va ww
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS ffrontand back) CAREFULLY aang WH. 3] Pe L: 38
A. NAME & PHONE OF CONTACT AT FILER [optional]
ELSIE HORST
JB. SEND ACKNOWLEDGMENT TO: {Name and Address)
[acne CAPITAL CORPORATION
7025 FIRESTONE BLVD Se f
BUENA PARK, CA 90621
. “UPL nee re rig aS 44d:
~ | ie 1H ic Z Adus
|
2
te
ae
pee
i
RA
bos
Ro
rye
ot
a4
rey
oe
ork
Le _
1. DEBTOR'S EXACT FULL LEGAL NAME -insertoniyone destername (12 or 1b)~do notabbreviate or combine names
1B, ORGANIZATION’S NAME
PRECISION AMERICAN METALS, LLC
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
OF TErINDIVIOUALS LAST NAME FIRST NAME MIDDLE NAME SURE
tt. MAILING ADDRESS : Cty : STATE {POSTAL CODE COUNTRY
1056 KINGSLAND DRIVE ‘|BATAVIA .. _ TL |60510 USA
7 SEEINSTELGTIONS /ADDINFORE [a TYPEOFORGANIZATION ——/4(, JURISDICTIONGF ORGANIZATION 3p ORGANEATIONAL D#, any
| ORGANIZATION | .
(DEBTOR fLLC | IL . ft 01876643 , Plone
2. ADDITIONAL DE BTOR'S EXACT FULL LEGAL.NAME -ineert only one debtor ‘name (a or 2b} - do not abbreviate or combine names
2a, ORGANIZATION'S NAME " :
OR 55 INDIVIDUALS LAST NAME TEIRST NAME MIDDLE NAME SURES
Te MAILING ADSREES civ STATE [POSTAL GSDE SOUNTRY
ad, SEE INSTRUCTIONS ADD'L INFO RE | Ze, TYPE. OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION }2o- ORGANIZATIONAL ID #, ilany .
| ORGANIZATION . / :
DEBTOR | NONE
3.SECUR =D PARTY'S NAME (orNAMEOFTOTAL ASSIGNEE of ASSIGNOR S/>) -insenonly one secured pary name (2a or 3b)
Sa. ORGANIZATION’S NAME
| AMADA: CAPITAL CORPORATION
OR 3b.. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME |SUPRIX.
ac. MAILING ADDRESS cry STATE {POSTAL CODE (COUNTRY
7025 FIRESTONE BLVD ‘| BUENA PARK ‘CA 190621 USA
é. This FINANCING STATEMENT covers the following callzitaral:
ONE AMADA TURRET PUNCH PRESS, MODEL EM2510NT, WITH TOOLING PACKAGE, SCRAP CONVEYOR, COMPLETE WITH ALL
ATTACHMENTS NOW OWNED OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
evi ry ri mi
. ALTERNATIVE DESIGNATION Tif anolicable|:| | ESseen ESsoR | | CONSIGNEEICOMSIGNOR | Jpal ILEEIBAILOR | |SELLER/BUYER | (AG. LIEN | INON-UICE FILING
é. ST This FINANCING STATEMENT ts to be filed (for recard).(or recorcigciwdwtine REAL | #Sreck jo REQUEST SEARCH REPORTS) on Debtor(s) cl ri bl
EeTATE RECORDS Attach Addendum a {it Bpoitodpie: Tap TTONALEER jopponst All Dabtors | [Debtor 7 Debtor 2
§. OPTIONAL FILER REFERENCE BATA ZBL, Lo
PRECISION AMERICAN METALS, iN Abs,
“Te
FILING OFFICE COPY — UCC FINANCING srapeuthn (FORM ucon i psr2In2)
PDF Page 36
Page 31 of 41
“CECE
— oe UnIF ORF
UCC FINANCING STATEMENT ow 4 30
FOLLOW INSTRUCTIONS Gront and back) CAREFULLY anac TM 2] PH Ky: wi
VA.NAME & PHONE GF CONTACT AT FILER [optional] - ~
ELSIE HORST
B. SEND ACKNOWLEDGMENT TQ: -(Nams and Address)
| AMADA: CAPITAL CORPORATION |
7025 FIRESTONE BLVD
BUENA PARK; CA 90621
. THE ABOVE SPACE [S FOR FILING OFFICE USE ONLY
4 DERTOR'S EXACT FULL LEGAL NAME - -inserronly ane eebor name (12 0r78)* «do notabbremate orcombine names
ta. ORGANIZATIONS NAME
PRECISION AMERICAN METALS, LLC
OR PIE INDIVIDUALS LAST NAME TARST NAME MIDDLE NAME SURED
To MAILING ADDRESS “ety ~ STATE JPOBTAL CODE SOUNTRY
1050 KINGSLAND DRIVE i BATAVIA iTh | 60510 USA
qd SEE INSTRUCTIONS ADBLINFORE [ie TYPE OF ORGANIZATION. ~ [#2 JURISDICTION OF ORGANIZATION Jig. ORGANIZATIONAL 1D #, ifeny
ORGANIZATION a
DEBTOR jLLC ; IL | 01876643 T|wone
9. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only pne debtor name (za er 2b) - do not abbreviate or combine names
[2a. ORGANIZATION'S NAME ;
OR (Sp. INDIVIDUALS LAST NAME FIRST NAME MIDOLE NAME - SUFFIX
Ze. MAILING ADORESS carry STATE {POSTAL CODE COUNTRY
2d. SESINSTRVCTIONS AED'LINFO RE |2e. TYPE OF GRGANIZATION [2 JURISDICTION OF ORGANIZATION 2p, ORGANIZATIONAL ID #, any
DRGANIZATION
| DEBTOR | | | : Th none
3 SECURED PARTY'S NAME (orNAME of TOTAL ASSIGNEE of ASSIGNOR S/P)-inseronly ane secured pany name (As of 3b)
Sa. ORGANIZATION'S NAME
AMADA CAPITAL CORPORATION
OR Sb, INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFRIS
Zo. MAILING ADDRESS Cry SiATE (POSTAL CODE COUNTRY
7025 FIRESTONE BLVD BUENA PARK CA | 90621 pUSA
4, This FINANGING STATEMENT covers tne following solateral:
ONE AMADA ROBOTIC PRESS BRAKE, MODEL HDSLO30NTR, WITH TOOLING PACKAGE, COMPLETE WITH ALL ATTACHMENTS NOW OWNED
OR HEREAFTER ACQUIRED.
THE UNDERSIGNED HEREBY GRANTS THE SECURITY INTEREST IN THE ABOVE REFERENCED EQUIPMENT TO SECURE PAYMENT OF ITS
FULL PURCHASE PRICE.
&. ALTERNATIVE DESIGNATION [if applicable}: vl LESSEE/LESSOR i | CONSIGNEE/CONSIGNOR I leaueareanon [_lssunereuver | Jac. LIEN | {woweuce FILING
This FINANCING STATEMENT is to pe fied [rar recard] jor Tecatdedyth ine REAL (7, Gneck to eft ae SRARCH REPORT(S) on Debtor(s a [|
ESTATE RECORDS Amach Accendum fe apblcabs a | yy eer lngnonal All Debtor | [Debtor 4 loebeor 2
“|
2. OPTIONAL FILER REFERENCE DATA (Z¥ LM /
PRECISION AMERICAN METALS, LLC
olay eh
FILING OFFICE COPY — UCC FINANCING STATE Epi (FORM UCC) REV. o5r2d, neh,
/ if
SO WS 7 MONROE ODI UU UU, WPAN NAL OUD
TELEPHONE: 312-251-9600C ase 1:08-cv-01706 Document6-2 ~~ Filed 03/28/2008 Page 34 of 41
FACSIMILE: 312-251-9604
EMAIL: MPCONNELLY@CRMLAW.COM
MATTHEW P. CONNELLY CONNELLY ROBERTS & McGIVNEY LLC
July 20, 2007
John Mazurek, President
‘Precision American Metals, LLC
1050 Kingsland Dr.
Batavia, Illinois 60510
Re: Amada America,Inc. Agreements in Default:
Payment Necessary to Avoid Proceedings
Dear Mr. Mazurek:
Please be advised that I represent Amada America, Inc. with regard to several agreements
upon which Precision Metals owes Amada and has yet to make apayment. The agreements are
as follows:
a. Agreement Number 14744, to purchase a TogullI Tool Grinder from Amada
for the purchase price of $21,600.00. There is a present outstanding amount
of $18,919.06 on this Agreement.
ob. Agreement Number 14546, dated July 20, 2006, to purchase a Spot Welder
from Amada for the purchase price of $32,000.00. There is a present
outstanding amount of $28,028.22 on this Agreement.
c. Agreement Number 14738, to purchase an APS Software Package from
Amada for the purchase price of $89,880.00. There is a present outstanding
amount of $73,898.85 on-this Agreement.
d. Agreement Number 14550, to purchase a Fabrivision Inspection Machine
from Amada for the purchase price of $64,700.00. There is a present
outstanding amount of $55,087.03 on this Agreement.
e. Agreement Number 14742, to purchase a Manipulator System from Amada
for the purchase price of $122,000.00. There is a present outstanding amount
of $99,485.53 on this Agreement,
f. Agreement Number 14740, to purchase a Turret Punch Press, with Tooling
Package and Scrap Conveyor, from Amada for the purchase price of
$307.235.00. There is 2 present outstanding amount of $313,108.10 on this
Agreement,
EXHIBIT
7
PDF Page 40
Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 35 of 41
g. Agreement Number 14741, to purchase a Robotic Press Brake with Tooling
Package from Amada for the total purchase price of $605,000.00. There is a
present outstanding amount of $549,225.89 on this Agreement.
Although you agreed to remit monthly payments beginning on October 1, 2006 for
Agreements number 14744 and 14546, and on May 15, 2007 for Agreements number 14738,
14550, 14742, 14740 and 14741, no payment has yet been received on any of these Agreements.
As such, Amada has exercised its right under Section B, Paragraph 7(b) of the Agreements and
has accelerated all amounts owed by Precision; making the entire amount owed under each
agreement due immediately.
Further, please note that Amada reserves its mght under Section B, Paragraph 7(c) of the
Agreements to take immediate possession of all Property that is the subject of any of the
Agreements, namely, the Togulll Tool Grinder, the Spot Welder, model number ID40ST; the
APS software package; the Fabrivision Inspection Machine; the Manipulator System, model
- number MP1225NJ; the Turret Punch Press with Tooling Package and Scrap Conveyor, model
number EM2510NT; and the Robotic Press Brake with Tooling Package, model number
HDS1020NTR.
Pursuant to Section A, Paragraph 4 of the Terms and Conditions of each Agreement, a
late fee has been and will continue to be assessed against each Agreement at 2 rate of 5% of the
amount due. Furthermore, the interest on each agreement is still accruing at arate of 9.75% per
month. Accordingly, each month you put off repaying the total amount due to Amada, the
amount you owe will continue to increase exponentially.
Your original principle amount due was $1,104,240.00. As of the date of this
correspondence, however, the total amount you owe Amada, including any and all late fees and
accrued interest, is $1,137,752.68. If you refuse to remit payment of the entire amount you
currently owe to Amada America, Inc. within five days of receipt of this letter, we will have no
choice but to bring legal action against you.
Please-contact me as soon as possible to discuss payment of the total amount you owe.
Very truly yours, ,
dy
Matthew P. Connelly
MAT: tre
c.c.. Dave Kehr
b.c.c.. Timothy Eavenson
PDF Page 41
EME
Case 1:08-c ONO DAG MRIVIERRG « EIIRNEG/28/2008 Page 36 ai
VIADA AMERICA, INC., 7025 Flrestone Bivd., Buena Park, CA 90621 2 ne -
EQUIPMENT PURCHASE AND SECURITY AGHEEMENT
(SUPPLEMENTAL DOCUMENTS)
JYER'S HAME,.. AMADA AMERICA, INC, CUSTOMER NUMBER
Precision. American Metals, Le. M177 a
UNCONDITIONAL CONTINUING GUARANTY
FOR VALUABLE CONSIDERATION RECEIVED, and to induce AMADA AMERICA, INC. (‘Baller’) lo enter into an Equipme
Purchase and Security Agreement ("Agreement’}, other agreements and insliuments, anc any amendments thereto, with Buyer and
perform the obligations thereunder in connection with the sale of certain equipment and other personal properly to Buyer on an instalime
payment basis, the undersigned (whether there be one or more than one, “Guaranlors") agrees as follows:
i. . Guatantors unconditionally guaranty and promise lo pay to Seller, on demand, any incébledness of Buyer to Seller not pe
when dye, Where Guarantors include more than one parly their tiabilily hereunder shall be joint and several. The word ‘iridebtednes
includes without limitation any advance, debt, obligation of Hability of Buyer fo Seller, whelher heretotore or herealler made, incurred
ciealed, whether voluntary oF byvolunlary and however arising, whether due or not due, absolule or contingent, liquidaled ot unliquidate
Uetermined of undetermined, whether recovery upon such indebtedness may be or herealler become barred by any statute of limitation
and whether such indebtedness may be or herealler_ become unentorceable. Without limiting the generalily of the foregoing, I
indebledness quaranteed hereunder inchides all indebtedness of Buyer to Seller arising out of any equipment purchase, installment sa
securily or olher agreement relating to the purchase of the Properly by Buyer, including without limitation late charges, interest al |
highest rate permilied by law, reasonablo expense of retaking, holding, preparing for sale, and selling the Property, and deficiency
balance remaining afler any sale or other disposilion of the Property by Seller aller detauil by Buyer, and all other reasonable expens
and costs incurred by Seller, inchiding allomey’'s fees.
2. Guarnators authorize Seller, without notice or demand and wilhout alfecting the tlability of Guarantors hejeunder, from lime
lime to (a} rensw, compromise, exiend, accelarate or otherwise change the ime for payment or change the terms of Buyer's indebledne
lo Seller or any part thereol; (b) fake and hold asourlly for the payment of thls Unconditional Contlhulng Guaranty or the lidébiadne
guaranteed hereunder, and exchange, anforcs, walve and relaand Rhy auioh aeourity; (°) apply auth seoully and direal the order or man
of sale thereof aa Gellar in te sole discrallon may delainine; and (( raleage or subatluis any one or more Guarantors, Beller may with
nolice assign this Uncondillonal Gonllnulng Guaranty, th whole or iA part, in whieh case (ils Uncondlilonal Continuing Guaranty shall in
to the benelil of Seller's assigns and successors in Interest. . ~
3. Guarantors waive any righl to require Seller to (a) proceed agains! Buyer or any other parly; (b) proceed against or exhaust:
secuily of Buyer held by Selier or any other party; or (c) pursue any other remady in Seller's power Whalsoever. Guarantors walve fo
luflest extent permitted by law any defense atising by reason of any disability or olfier detense of Buyer, of by reason of the cessation {r
any cause in whatsoever of the liability of Buyer. Until all Indebledness of Buyer to Seller shall have been paid In full, Guarantors shall lu
no light of subrogation and waive any right to enforce any remedy which Seller now has or may herealter have against Buyer, and we
any benelit of, and any right to parlicipate in, any security now or hereafler held by Seller. Guarantors waive all presentmenis, demands
perlormancé, notices of nonperformance, ratesls, nolices of protest, notices of dishonor, notices: of acceplance of, and notices of
existence, creation or incurring of new or additional indebtedness undar this Uncondilional Continuing Guaranty.
4, Any indebledness of Buyer now or herealter held by Guarantors is hereby subordinaled to the indebledness of Buyer lo Se
Such Indebledness of Buyer to Guarantors, if Seller so requests, shall be collected, enforced and received by Guaranlots as trustees
Seller and be paid over to Seller on account of the Indebtedness of Buyer to Sefler without reducing or affecting In any manner the liab
ol Guarantors under the other provisions of this Unconditional Continuing Guaranty.
5. it any of. Guarantors is a cerporation or paitrership, it represents and warrants that the execuilon of this Unconditic
Continuing Guaranty has been authotized by all necessary corporate or partnership action.
6. Guarantors agree to pay reasonable allorneys iees and all olher costs and expenses which may be Incurred b Seller in
enforcement of this Unconditional Continuing Guaranty. This Unconditional Continuing Guaranty shall be binding upon the heirs, exécut
administrators and assigns of Guarantors. Any amounts due hereunder not paid when due shall accrue Inleres! at the highest
pernitled by law.
7. This Unconditional Continiing Guaranty shall be governed by and construed under the laws of the State of Califor
Guarantors consent to the non-exclusive jurisdiction of the stale and federal courts located In Los Angeles, California and agree that S
may maintain an action in any such court to collect any amounts payable by Guarantors to Sailer hereunder.
IH WITNESS WHEREOF, the undersigned Guarantors have executed this Unconditional Continuing Guarar
\ WSO King crnd Dh, as of hil¢ ee 22°.
, be ——
ML GE 4
MM. Mébeieek
___ aobriess LL ws Lb yaesa9 Tawye A
Al te NS Fite) CE.
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bide jas, La” Gel
NAME OF
PARTNERSHIP
GENERAL PARTNER'S
SIGNATUNE t=
PRINT NAME
NAME OF
CORPORATION
SIGHATURE oe
PAINT NAME
AND TLE —o a aS
ATTACH ADDITIONAL SHEETS IF NECESSARY
TONS MUST COMPLETE THE CERTIFICATE OF NESOLUTION OF THE CERTIFICATE OF AUTHOMZATION, AS APPROPHUATE
\ CORPORATE AHO PANTHERSHIP G
PDF Page 42
35 WEST MONROE STREET, SUITE 1700, CRHCAGO, I “DS GU6US .
TELEPHONE: 312-251-9s00case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 37 of 41
PACSIMILE: 312-251-9601
EMAIL: MPCONNELLY@CRMLAW.COM
MATTHEW P, CONNELLY . ‘CONNELLY ROBERTS & McGIVNEY LLC
July 20, 2007
John Mazurek, Guarantor
7N295 Whispering Trail Road
St. Charles, Iilinois 60175
Re: Amada America, Inc. Agreements in Default:
Payment Necessary to Avoid Proceedings
Dear Mr. Mazurek:
Please be advised that I represent Amada America, Inc. with regard to several agreements
upon which Precision Metals owes Amada and has yet to make a payment. As Guarantor of
these agreements, you are responsible for their repayment. The agreements are as follows:
a. Agreement Number 14744, to purchase a Togulll Tool Grinder from Amada
for the purchase price of $21,600.00. There is a present outstanding amount
of $18,919.06 on this Agreement.
b. Agreement Number 14546, dated July 20, 2006, to purchase a Spot Welder
from Amada for the purchase price of $32,000.00. There is a present
outstanding amount of $28,028.22 on this Agreement.
Agreement Number 14738. to purchase an APS Software Package from
Amada for the purchase price of $89,880.00. There 1s a present outstanding
amount of $73,898.85 on this Agreement.
oO
d. Agreement Number 14550, to purchase a Fabrivision Inspection Machine
from Amada for the purchase price of $64,700.00. There is a present
outstanding amount of $55,087.03 on this Agreement.
e. Agreement Number 14742, to purchase a Manipulator System from Amada
for the purchase price of $122,000.00. There is a present outstanding amount
of $99,485.53 on this Agreement.
f, Agreement Number 14740, to purchase a Turret Punch Press, with Tooling
Package and Scrap Conveyor, from Amada for the purchase price of
$307,235.00. There is a present outstanding amount of $313,108.10 on this
Agreement.
Agreement Number 14741, to purchase a Robotic Press Brake with Tooling
Package from Amada for the total purchase price of $605,000.00. There ts a
present outstanding amount of $549,225.89 on this Agreement.
go
EXHIBIT
L
PDF Page 43
Case 1:08-cv-01706 Document 6-2 Filed 03/28/2008 Page 38 of 41
Although Precision agreed to remit monthly payments beginning on October 1, 2006 for
Agreements number 14744 and 14546, and on May 15, 2007 for Agreements number 14738,
14550, 14742, 14740 and 14741, no payment has yet been received on any of these Agreements.
As such, Amada has exercised its right under Section B, Paragraph 7(b) of the Agreements and
has accelerated all amounts owed by Precision, making the entire amount owed under each
agreement due immediately.
Pursuant to the Unconditional Continuing Guaranty you signed, you mdividually and
personally promised to pay Amada, on demand, any of Precision’s indebtedness to Amada not
paid when due. Amada hereby demands that you pay the full amount owed to it by Precision
immediately.
Please note, pursuant to Section A, Paragraph 4 of the Terms and Conditions of each
Agreement, a late fee has been and will continue to be assessed against each Agreement at a rate
of 5% of the amount due. Furthermore, the interest on each agreement is still accruing at a rate
of 9.75% per month, Accordingly, each month you put off repaying the total amount due to
Amada, the amount you owe.as Guarantor will continue to increase exponentially.
-Precision’s ‘original, principle amount due was $1,104,240.00. As of the date of this
correspondence, however, the total amount Precision owes Amada, including any and all late
fees and accrued interest, is $1,137,752.68. If you refuse to remit payment of this entire amount
currently owed to Amada America, Inc. within five days of receipt of this letter, we will have no
choice but to bring legal action against you.
Please contact me as soon as possible to discuss payment of the total amount you owe.
Very truly yours,
‘P, Connelly
MAT: tre
c.c.: Dave Kehr
b.c.c.: Timothy Eavenson
PDF Page 44
58 WEST MONROE STREET, SUITE 1700, CHICAGO TD WS 60603
TELEPHONE: 312-251-960004S€ 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 39 of 41
FACSIMILE: 312-251-9601
BMAIL: MPCONNELLY@CRMLAW.COM
MATTHEW P. CONNELLY CONNELLY ROBERTS & MeGIVNEY LLC
July 20, 2007
Pamela Mazurek, Guarantor
7N295 Whispering Trail Road
St. Charles, Illinois 60175
Re: . Amada America, Inc. Agreements in Default:
Payment Necessary to Avoid Proceedings
Dear Mrs. Mazurek:
Please be advised that I represent Amada America, Inc. with regard to several agreements
upon which Precision Metals owes Amada and has yet to make a payment. As Guarantor of
these agreements, you are responsible for their repayment. The agreements are as follows:
a. Agreement Number 14744, to purchase a Togulll Tool Grinder from Amada
for the purchase price of $21,600.00. There is a present outstanding amount
of $18,919.06 on this Agreement.
b. Agreement Number 14546, dated July 20, 2006, to purchase a Spot Welder
from Amada for the purchase price of $32,000.00. There is a present
outstanding amount of $28,028.22 on this Agreement.
c. Agreement Number 14738, to purchase an APS Software Package from
Amada for the purchase price of $89,880.00. There is a present outstanding
amount of $73,898.85 on this Agreement.
d. Agreement Number 14550, to purchase a Fabrivision Inspection Machine
from Amada for the purchase price of $64,700.00. There is a present
eutstanding amount of $55,087.03 on this Agreement.
-e. Agreement Number 14742, to purchase a Manipulator System from Amada
for the purchase price of $122,000.00. There is a present outstanding amount
of $99,485.53 on this Agreement.
f. Agreement Number 14740, to purchase a Turret Punch Press, with Tooling
Package and Scrap Conveyor, from Amada for the purchase price of
$307,235.00. There is a present outstanding amount of 5313,108.10 on this
Agreement.
g. Agreement Number 14741, to purchase a Robotic Press Brake with Tooling
Package from Amada for the total purchase price of $605,000.00. There is a
present outstanding amount of $549,225.89 on this Agreement.
EXHIBIT
boy
PDF Page 45
Case 1:08-cv-01706 Document6-2 Filed 03/28/2008 Page 40 of 41
Although Precision agreed to remit monthly payments beginning on October 1, 2006 for
Agreements number 14744 and 14546, and on May 15, 2007 for Agreements number 14738,
14550, 14742, 14740 and 14741, no payment has yet been received on any of these Agreements.
As such, Amada ‘has exercised its right under Section B, Paragraph 7(b) of the Agreements and
has accelerated all amounts owed by Precision, making the entire amount owed under each
agreement due immediately.
Pursuant to the Unconditional Continuing Guaranty you signed, you individually and
personally promised to pay Amada, on demand, any of Precision’s indebtedness to Amada not
paid when due. Amada hereby demands that you pay the full amount owed to it by Precision
immediately, —
Please note, pursuant to Section A, Paragraph 4 of the Terms and Conditions of each
Agreement, a late fee has been and will continue to be assessed against each Agreement at a rate
of 5% of the amount due. Furthermore, the interest on each agreement is still accruing at a rate
of 9.75% per month. Accordingly, each month you put off repaying the total amount due to
Amada, the amount you owe as Guarantor will continue to increase exponentially.
Precision’s original, principle amount due was.$1,104,240.00. As of the date of this
correspondence, however, the total amount Precision owes Amada, including any and all late
fees and accrued interest, is $1,137,752.68. If you refuse to remit payment of this entire amount
currently owed to Amada America, Inc. within five days of receipt of this letter, we will have no
choice but to bring legal action against you.
Please contact me as soon as possible to discuss payment of the total amount you owe.
e
Very truly yours;”
(:
P. Connelly
MAT ‘tre
c.c.: Dave Kehrh
b.c.c.: Tumothy Eavenson
DEC~13-2007 Gass 1:08-cv-GiidQ6 rosHocument 6-3 _— Filed 03/28/2008 2:Page 4au9f6 p.a3/ae
Settlement Agreement aud Release
Thiy Setllement Aureernent and Release (the “Settlement Agreement’) is made
and entered into as of the 8” day of December, 2007 (the “Effective Date”), by and
between Ammuda America, Inc., a California Corporation (“Amada”), Precision American
Metals, LLC, an Iiinois limited liability Corporation (“Precision”) and John M, Mazurek
and Pamela F, Mazurek, individually (the “Mazurek’s"), Collectively, Precision and the
Mazurek’s are referred to as the “Defendants”, Amada, Precision and the Mazurek's are
jointly referred to ag the “Parties”.
Parties and Recitals:
L. Amada is ¢ corporation specializing in the manufacture and sale of
machine tools to the fabrication industry, with its headquarters and principle place of
business at 7025 Firestone Blvd. in the city of Buena Park, California.
2, Precision is an Illinois limited liability corporation, with its headquarters
and principle place of business at 1050 Kingsland Dr., in the village of Batavia, Kane
County, Iflinois.
3, The Mazurek’s are residents of the village of St. Charles, Kane County,
Illinois and are principals of Precision.
4, In July of 2006, Precision cxecuted seven separate Equipment Purchase
and Security Agreememis (the “Purchase Agreements’’), for the purpose of procuring a
number of specialized machines from Amada. Tha Purchase Agreements were numbered
as follows:
a. Agresment Number 14744, to purchase a Tool Grinder from Amada
for the total cash purchase price of $21,600.00;
b. Agreement Number 14546, to purchase a Spot Weider from Amada
for the total cash purchase price of $32,000.00;
Q
Agreement Number 14738, to purchase a Software Package from
Arnada for the total cash purchase price of $89,880.00;
d. Agreement Number 14550, to purchase an Inspection Machine from
Amada for the total cash purchase price of $66,500,00;
e. Agreement Number 14742, to purchase a Manipulator System from
Amada for the total cash purchase price of $121,000.00;
f. Agreement Number 14740, to purchase a Turret Punch Press, with
Tooling Package and Scrap Conveyor, from Amada for the total cash
purchase price of $380,820.00,
XHIBIT
6b
PDF Page 48
pEC-13-2007 Gases! :08-cv-04,406 podgacument 6-3 Filed 03/28/2008 =,.Bage 2,966 5 g.a5
g. Agreement Number 14741, to purchase a Robotic Press Brake with
Tooling Package from Amada for the total cash purchase price of
$668 000.00.
5, The total value of the Purchase Agreements, less cash down payments and
plus interest accrued thereon, is $1,399,95 5,20,
6. The Mazurek’s individually executed a document entitled “Unconditional
Continuing Guaranty”. That Guaranty provides, in pertinent part, that the Mazurek's
individually guaranty and promise to pay to Amada, on demand, any indebtedness of
Precision.
7, None of the Purchase Agreements have been paid by Pression, ar the
Mazurek’s. Amada has performed its obligations, in their entirety, under the terms of the
Purchase Agreements,
8. Asaresult of Precision and the Mazurek’s failure to tender payment under
the Purchase Agreements, a dispute has arisen between Atnada, Precision and the
Mazurek's. Atnada initiated a suit in the United States District Court for the Northern
District of Llinois, Eastern Division, captioned dymada America, Inc., v, Precision
American Metals, LLC and John M. Mazurek and Pamela F. Mazurek, Case na. 07 C
4177 (the “Lawsuit”). The Lawsuit seeks damages for the Defendants’ failure to tender
payment under the Purchase Agreements, as well prejudgment interest, costs and
attomeys’ fees. The claims of Amada in the Lawsuit are more fully detailed and defined
within its Complaint, which is attached as Exhibit A. The Purchase Agreements and the
Mazureks’ executed “Unconditional Continuing Guaranty” documents are also attached
as exhibits to the Complaint.
Settlement Agreement;
For good and valuable consideration, the receipt and sufficiency of which ts
hereby acknowledged, the Parties agree as follows:
9, Amada agrees to accept the sum of $1,469,952.96 (the “Settlement
Payment”) in full satisfaction of all amounts which Amada claims to be owed to it by
Defendants for the goods sold to them as alleged in the Lawsuit. This amount includes
the current value of the Purchase Agreements plus prejudgment interest at the rate of 5%.
Defendants shall be jointly and severally liable for the full satisfaction of the Settlement
Payment.
10. The Settlement Payment shall be payable as follaws:
a On November 28, 2007 Defendants tendered to Amada payment in
the amount of $39,820.34 (the “First Installment’), Amada
acknowledges receipt of the First Installment;
hd
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pEC~13-2007 Gases 1 08-cv-04, ANG roggocument 6-3 ~—- Filed 03/28/2008 .,Page 3.066 2 pea,
b. The remaining amount due under this Settlement Agreement, or
$1,430,132.62 shall be paid in monthly installments of $23,835,534
(the “Monthly Installments’’), due on the 15" of each month and
beginning on December 15, 2007, The Monthly Installments shal!
- continue until the Settlement Payment is satisfied in full.
11. Upon receipt of the first Monthly Installment, Amada shall dismiss
Defendants, with prejudice and without costs, from the Lawsuit.
Remedies:
12, If, for any reason, Defendants fail to make any payment enumerated in this
Settlement Agreement within 7 (Seven) days of when such payment(s) become duc (the
“Event of Default”), Amada may initiate a proceeding against Defendants under this
Settlement Agreement, under ifs common law or statutory tights, or both, Or, in the
alternative, and at the sole discretion of Amada, in the Event of Default, Defendants
consent to the entry of a Confession of Judgment Order, without notice, the form and
content of such Confession of Judgment Order shall be consistent with the Confession of
Judgment Order that is attached as Exhibit B. Such Confession of Judgment Order shal!
be filed in the United States District Court for the Northern District of Illinois, Eastern
Division and shall bé enforceable against Defendants jointly and severally, The Parties
consent to the jurisdiction of the United States District Court for the Northern District of
\Jiinois, Eastern Division, for the purposes of the enforcement of this Settlement
Agreement and for the entry of the Confession of Judgment Order,
13. For purposes of the Confession of Judgment Order, Defendants appoint
the law firm of Connelly Roberts & McGivney LLC, or its designee, as attorneys in fact
for Defendants to enter the Confession of Judgment Order and for the preparation of any
motion required for the entry of such Order, Far purposes of this Agreement, Defendants
waive any conflict which may arise with Connelly Roberts & MeGivney LLC with
respect to the entry of the Confession of Judgment Order, in addition to waiving any
appeal rights which may arise-resulting from the entry of the Confession of Jud pment
Order. Defendants also waive and forego any affirmative defenses, bars to enforcement,
claims of estoppel, or any other matter which could act as a defense to the praceeding
relating to the entry of the Confession of Judgment Order and/or any matters relating to
the enforcement of any such Confession of Judgment Order, or supplemental proceedings
thereon,
14. Upon an Event of Default, Defendants shall be liable to Amada for the
Settlement Payment, in full, plus attorneys’ fees and costs, less any amounts paid by
Defendants pursuant to thig Setllement Agreement. At the time of the entry of the
Confession of Judgment Order, Connelly Roberts & MceGiyney LLC shall provide the
Court with an affidavit stating the amounts previously paid by Defendants pursuant to
this Agreement and the attorneys’ fees incurred by Amada.
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DEc-13-2007 Gases! :08-cv-04 406 rodgaument 6-3 ~— Filed 03/28/2008 =,Page 4.e66 5 gelag
Relegse:
15. In consideration of the Settlement Payment, the Parties hereby absolutely,
urevocably and unconditionally forever release and discharge each other and, where
applicable, their parents, subsidiaries, affiliates and partners from and against any acd all
claims, liabilities, actions,causes of action, demands, judgments or damages of any and
al] kind or nature, whatsoever, that the Parties have or may have in the future, whether
known or unknown, suspected or unsuspected, at law, in equity, or otherwise, against
each other that have, or may, arise oul of the Purchase Agreements, or are currently
detailed in the Lawsuit, Notwithstanding anything contained in this Settlhement
Agreement to the contrary, this Settlement Agreement shall in no way affect the rights of
Amada stated herein, nor shal] it affect the rights of Amada to enforce the terms of this
Settlement Agreement, also staled herein.
16. The Parties make the following representations and warrantics to the other
Parties hereto:
A. Authority te execute Settlement Agreement: It is duly and validly
organized and existing and in good standing under the laws of the
state of its Organization and has full power and authority to
execute, deliver and perform this Settlement Agreement and the
documents and instruments to be exeouted and delivered by it
pursuant,to this Settlement Agreement. The execution, delivery
and-performance of this Settlement Agreement by it and each
document and instrument to be executed and delivered by it
pursuant to this Settlement Agreement have been duly authorized
by all required action of the partners, shareholders and directors
thereof and other persons whose consent may be required:
b. No Duress: The Parties have executed and delivered, or shal!
execute and deliver, this Settlement Agreement and the other
documents and instruments to be executed pursuant hereto, free] ¥
and voluntarily, with full knowledge and with the advice of
independent legal counsel and without duress;
c. Signatory: The person(s) executing this Settlement Agreement,
whether indivicually, or on behalf of any Party enumerated herein,
including each documents and instrument to be executed and
delivered by such person, has the authority to do so on behalf of
such party;
d. independent Investigation: The Parties have mace such
investigation of the facts pertaining to this Settlement Agreement,
and to all of the matters pertaining thereto, as they deem NCCEssary;
c, No Transfers: The Pariios have not conveyed, pledged, assigned or
PDF Page 51
DEC-13-2007 Gase@e1 :08-cv-04,406 roddacument 6-3 ~— Filed 03/28/2008 =,Bage 3.66 p.gevae
otherwise transferred any claim which they might have against any
other Party hereto,
17. There are no other agreements or representations, either oral of written,
express or implied, relating to the subject matter hereof, that are not embodied in this
Settlement Agreement, This Settlement Agreement represents a complete integration of
all prior and contemporaneaus agreements and understandings of the Parties relating to
such subject matter, and that any such agreements, to the extent that they may exist, are
hereby superseded by this Settlement Agreement, This Settlement Agreernent and any
other document referenced herein shall be interpreted in accordance with their fair
meanings and shall not be more or less favorably construed with respect to any of the
Parties,
18. = This Settlement Agreement shall be binding upon the Parties and their
respective successors and assigns and shall inure to the benefit of the Parties, and their
respective successors and assigns. No other person or entity shall be, or is intended to be,
a beneficiary under this Scttlement Agreement.
19, This Settlemem Agreement may be exeouted in counterparts and all of
said counterparts, taken together, will be deerned to constitute one and the same
instrument.
20, Any dispute which may arise under this Settlement Agreement shal! be
governed by the laws of the State of Illinois.
Executed as of the Effective Date,
By: Amada America, Inc.
Name: IN Als _C.CO.
D. Kehr li
Title: Chies Complinee OFGicey
By: ae “yop
Name: LU . i
Title: Mees: DéwlT
i tom
PDF Page 52
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By: Fa F. Mazurek, individwally
Name: tomot J Mh Cote
TOTAL P.@8&
PDF Page 53
Case 1:08-cv-01706 Document 6-4 Filed 03/28/2008 Page 1 of 1
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PDF Page 54
Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 1 of6
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
AMADA AMERICA, INC., a California
corporation,
Plaintiff,
v. No. 07 C 4177
PRECISION AMERICAN METALS, LLC.,
An Illinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREK, individually,
Defendants.
Ne ne eee Neat” Nt Sag! tt! Sree Nene Name ee Set me
COMPLAINT
Plaintiff, Amada America, Inc. (“Amada”), by its attorneys, Connelly Roberts &
McGivney LLC, for its Complaint against Defendants, Precision American Metals, LLC.,
an Illinois Corporation (“Precision”), John M. Mazurek, an individual, and Pamela P.
Mazurek, an individual (collectively “the Parties”), states as follows:
Jurisdiction
1. Amada is a corporation with its headquarters and principle place of
business in the State of California. Precision is a limited liability corporation with its
headquarters and principle place of business in the State of Illinois. Upon information
and belief, John and Pamela Mazurek are residents of the State of Illinois.
2. The amount in controversy, exclusive of interest and costs, is in excess of
the sum specified by 28 U.S.C. §1332.
3. Defendants have waived any objection to this Court’s jurisdiction over this
matter. Further, Defendants consented to the jurisdiction of this Court for the purpose of
EXHIBIT
[=
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Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 2of6
enforcing a Settlement and Release Agreement between the Parties and for the entry of a
Confession of Judgment Order as outlined in the following facts.
Parties
4, Amada is a corporation specializing in the manufacture and sale of
machine tools to the fabrication industry, with its headquarters and principle place of
business at 7025 Firestone Blvd., Buena Park, California.
5, Precision is an Illinois limited liability corporation, with its headquarters
and principle place of business at 1050 Kingsland Drive, Batavia, Kane County, Illinois.
6. John M. Mazurek and Pamela F. Mazurek are residents of the village of
St. Charles, Kane County, Illinois.
Facts
7. In July of 2006, John M. Mazurek, as President of Precision, executed
seven separate Equipment Purchase and Security Agreements (“the Agreements”), for the
purpose of procuring a number of specialized machines from Amada.
8. The Agreements were individually and personally guaranteed by John M.
Mazurek and Pamela F. Mazurek.
9. Defendants subsequently breached the terms of the Agreements by failing
to tender payment for the purchased items.
10. On July 24, 2007, Amada filed a Complaint alleging breach of contract
against Precision and the Mazureks, individually, for their failure to tender payment
under the terms of the Agreements. (A copy of Amada’s Complaint is attached as Exhibit
“A”),
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Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 3of6
11. On December 5, 2007, Defendants and Amada entered into a Settlement
and Release Agreement. This Settlement and Release Agreement was signed by
Precision and the Mazureks individually. (A copy of the Settlement and Release
Agreement is attached hereto as Exhibit “B”).
12. In the Settlement and Release Agreement, Amada agreed to accept the
payment of $1,469,952.96 to satisfy the debt owed by Defendants. Defendants agreed
that they were jointly and severally liable for the full satisfaction of the Settlement and
Release Agreement. ({] 9, Ex. B).
13. Paragraph 10 of the Settlement and Release Agreement established the
following payment structure:
“The Settlement Payment shall be payable as follows:
a. On November 28, 2007 Defendants tendered to Amada payment in
the amount of $39,820.34 (the “First Installment”). Amada
acknowledges reccipt of the First Installment;
b. The remaining amount due under this Settlement Agreement, or
$1,430,132.62 shall be paid in monthly installments of $23,835.54
(the “Monthly Installments”), due on the 15" of each month and
beginning on December 15, 2007. The Monthly Installments shall
continue until the Settlement Payment is satisfied in full.”
(¥ 10, Ex. B)
14, Defendants issued a check for the December 2007 installment on
December 17, 2007, in the amount of $23,836.54, which was accepted and cashed by
Amada.
15. The Amada Complaint was dismissed with prejudice on January 8, 2008
in accordance with the terms of the Settlement and Release Agreement.
16. Defendants issued a check for the January 2008 installment on January 28,
2008. Upon deposit of the check, Amada was informed that there was insufficient
PDF Page 57
Case 1:08-cv-01706 Document6-5 ~~ Filed 03/28/2008 Page4of6
funding for the January installment check. (A copy of the insufficient January 28, 2008
check is attached as Exhibit “C”).
17. Defendants did not tender payment for the February 2008 monthly
installment.
18. Paragraph 12 of the Settlement and Release Agreement states:
“(I]f, for any reason, Defendants fail to make any payment enumerated in this
Settlement Agreement within 7 (Seven) days of when such payment(s) become
due (the “Event of Default”), Amada may initiate a proceeding against
Defendants under this Settlement Agreement, under its common law or statutory
rights, or both.”
(¥ 12, Ex. B).
19. In paragraph 12 of the Settlement and Release Agreement, Defendants
consented to the entry of a Confession of Judgment Order similar to the Order attached to
the Settlement and Release Agreement as Exhibit B. (see Ex. B to Ex. B hereto).
20. Simultaneously with this Complaint, Amada has filed a Motion to Enter
the Confession of Judgment Order. (A copy of said Motion is attached hereto as Exhibit
“—D”),
21. Paragraph 13 of the Settlement Agreement states:
“For purposes of the Confession of Judgment Order, Defendants appoint the law
firm of Connelly Roberts & McGivney LLC, or its designee, as attorneys in fact
for Defendants to enter the Confession of Judgment Order and for the preparation
of any motion required for the entry of such Order. For purposes of this
Agreement, Defendants waive any conflict which may arise with Connelly
Roberts & McGivney LLC with respect to the entry of the Confession of
Judgment Order, in addition to waiving any appeal rights which may arise
resulting from the entry of the Confession of Judgment Order. Defendants also
waive and forego any affirmative defenses, bars to enforcement, claims of
estoppel, or any other matter which could act as a defense to the proceeding
relating to the entry of the Confession of Judgment Order and/or any matters
relating to the enforcement of any such Confession of Judgment Order, or
supplemental proceedings thereon.”
(4 13, Ex. B).
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Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page5of6
22. Defendants are liable to Amada for the full Settlement Payment as well as
attorney’s fees and costs pursuant to paragraph 14 of the Settlement Agreement, which
states:
“Upon an Event of Default, Defendants shall be liable to Amada for the
Settlement Payment, in full, plus attorneys’ fees and costs, less any amounts paid
by Defendants pursuant to this Settlement Agreement. At the time of the entry of
the Confession of Judgment Order, Connelly Roberts & McGivney LLC shall
provide the Court with an affidavit stating the amounts previously paid by
Defendants pursuant to this Agreement and the attorneys’ fees incurred by
Amada.”
({ 14, Ex. B).
23. Attached to Amada’s Motion to Enter the Confession of Judgment Order
is the Affidavit of Cory D. Anderson (the “Affidavit”), an attorney with Connelly Roberts
& McGivney LLC, which states the amounts paid to Amada by Defendants, Defendants’
outstanding Settlement balance and the attorney’s fees and costs incurred by Amada to
enforce the Settlement Agreement. (see Ex. A to Ex. D hereto).
24. Amada has performed all of its obligations under the Settlement and
Release Agreement by dismissing its suit against Defendants.
25. Defendants breached their obligations pursuant to the Settlement and
Release Agreement, and are in default of the same, by:
a) Issuing an insufficient check for the January 2008 installment
payment, and,
b) Failing to tender payment for the February 2008 installment.
26, Defendants owe Amada $1,406,296.08 under the terms of the Settlement
and Release Agreement. (see Ex. A to Ex. D hereto). Moreover, Amada, per the terms of
the Settlement and Release Agreement, is entitled to be reimbursed by Defendants for
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Case 1:08-cv-01706 Document6-5 Filed 03/28/2008 Page 6of6
their fees and costs associated with the enforcement of the Settlement and Release
Agreement, totaling $7,150.00. (see Ex. A to Ex. D hereto).
WHEREFORE, Plaintiff, Amada America, Inc., respectfully requests that this
Court:
1) Enter judgment for Amada America, Inc. and against Precision
American Metals, LLC, John M. Mazurek and Pamela F. Mazurck,
jointly and severally, in the amount of $1,413,446.08;
2) Or, in the alternative, for any other relief that this Court deems just.
Respectfully Submitted,
Amada America, Inc.,
By:/s/Cory D. Anderson
One of its Attorneys
Matthew P. Connelly
Cory D. Anderson
Connelly Roberts & McGivney LLC
55 W. Monroe St., Suite 1700
Chicago, Illinois 60603
(312)251-9600
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Case 1:08-cv-01706 Document6-6 Filed 03/28/2008 Page 1 of3
AMADA AMERICA, INC., a California
corporation,
Vv.
PRECISION AMERICAN METALS, LLC.,
An Illinois Limited Liability Corporation, and
JOHN M. MAZUREK and PAMELA F.
MAZUREK, individually,
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
Plaintiff,
Defendants.
Ne Ne ee Nee ee Neel Ne Noe ee Ne ee” Sn”
AFFIDAVIT OF CORY D. ANDERSON
I, Cory D. Anderson, state:
I)
3)
4)
[am an attorney with the law firm of Connelly Roberts & McGivney LLC
(“CRM”). [have personal knowledge of the matters recited in this
Affidavit and, if called as a witness, I could competently testify thereto.
I, along with CRM law clerks, paralegals and Matthew P. Connelly
(“Connelly”), also an attorney with CRM, have represented Amada
America, Inc. (“Amada”) throughout the course of this litigation.
[ am personally familiar with the billing methods and practices of CRM.
My hourly billing rate for this matter is $240.00. Connelly’s hourly
billing rate for this matter is $350.00. CRM’s hourly billing rate for other
CRM personnel working on this matter is $140.00.
CRM began billing Amada for the research, preparation and presentation
of Amada’s Complaint for Defendants’ breach of the Settlement
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Case 1:08-cv-01706 Document 6-6 — Filed 03/28/2008 Page 2of3
6)
7)
8)
9)
10)
Agreement, Amada’s Motion to Enter the Confession of Judgment Order,
and the exhibits necessary for the same on I’ebruary 12, 2008 (collectively
the “Confession of Judgment Documents”), CRM concluded billing on
the Confession of Judgment Documents on March 12, 2008.
Between February 12, 2008 and March 12, 2008, CRM attorneys and law
clerks billed a combined total of 31.3 hours towards the completion of the
Confession of Judgment Documents. Invoices reflecting the specific dates
and time allotments billed for such tasks can be tendered to the Court upon
request.
The total fees billed to Amada as a result of the 31.3 hours dedicated to the
Confession of Judgment Documents by CRM, were $7,150.00. The fees
generated by CRM personnel are reasonable and customary and were
necessary for the preparation and presentation of the Confession of
Judgment Documents. Amada is currently responsible for the $7,150.00.
Amada agreed, by way of the Settlement Agreement with Defendants’, to
accept the payment of $1,469,952.96 (the “Settlement Payment’) in
satisfaction of the debt owed by Defendants. Defendants agreed to be
jointly and severally liable for the Settlement Payment.
Amada has received total payments of $63,656.88 from Defendants.
The remaining Settlement Payment owed to Amada by Defendants, jointly
and severally, is $1,406,296.08.
The total amount owed to Amada by Defendants, jointly and severally,
under the terms of the Settlement Agreement, is $1,413,446.08. This
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Case 1:08-cv-01706 Document6-6 — Filed 03/28/2008 Page 3of3
amount constitutes the remaining amount owed to Amada by Defendants,
jointly and severally, under the terms of the Settlement Agreement, as well
as the fees generated by CRM for the preparation of the Confession of
Judgment Documents, for which Amada is now responsible.
11) All of the statements made in the Confession of Judgment Documents, as
well as the exhibits thereto, are true and correct and this Affidavit is
submitted in support of the same.
LO Attoyfiey-for S: Amada America, Inc.
A, GRAIG E. DONNELLY 2
va} MY COMMISSION EXPIRES ¢
JANUARY ee
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