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UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF FLORIDA
WEST PALM BEACH DIVISION

IN RE: CASE NO.: 10-22760-BKC-PGH
CHAPTER 11
CAMTECH PRECISION MANUFACTURING, INC.,

Debtor.
______________________________/

IN RE: CASE NO.: 10-22765-BKC-EPK
CHAPTER 11
R & J NATIONAL ENTERPRISES, INC.,

Debtor.
______________________________/

IN RE: CASE NO.: 10-22762-BKC-PGH
CHAPTER 11
AVSTAR FUEL SYSTEMS, INC.,

Debtor.
______________________________/

EXPEDITED HEARING REQUESTED PURSUANT TO LOCAL RULE 9013-1(F)

DEBTORS IN POSSESSION'S MOTION FOR AUTHORIZATION
TO USE CASH COLLATERAL

EXPEDITED RELIEF REQUESTED
REASONS FOR EMERGENCY HEARING REQUESTED

IT IS RESPECTFULLY REQUESTED THAT THIS MATTER BE HEARD ON AN EMERGENCY
BASIS. THE DEBTORS SEEK GUIDANCE AND AUTHORITY TO USE ITS CASH COLLATERAL
TO FUND ITS OPERATIONS ON AN ONGOING BASIS. OBVIOUSLY, THE BUSINESS
CANNOT FUNCTION WITHOUT THE ABILITY TO USE ITS FUNDS AS SET FORTH ABOVE
AND IN THE ORDINARY COURSE OF BUSINESS. THIS REORGANIZATION PROCEDURE
WILL NOT HAVE A CHANCE WITHOUT THE RELIEF REQUESTED. THE DEBTOR HAS A
PAYROLL TO FUND ON MAY 13, 2010. THE MOVANT REQUESTS THAT A HEARING BE
SCHEDULED FOR NO LATER THAN THURSDAY, MAY 13, 2010, AS SOON AS POSSIBLE,
WITH NOTICE FAXED TO THE NECESSARY AND PROPER PARTIES TO ALLOW FOR
NOTICE.

COME NOW the Debtors, CAMTECH PRECISION MANUFACTURING, INC.
(hereinafter referred to as CAMTECH), R & J NATIONAL ENTERPRISES, INC.
(hereinafter referred to as R&J), and AVSTAR FUEL SYSTEMS, INC. (hereinafter
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 1 of 12

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referred to as AVSTAR), (hereinafter all collectively referred to as the Debtors) pursuant
to 11 U.S.C. Section 363, Bankruptcy Rule 4001 and Local Rules 9013-1(F) and (G) file
this Emergency Motion for Determination and/or Authorization to Use Cash Collateral, and
states:
1. On May 10, 2010, the Debtor initiated this case by filing voluntary petitions
under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in this
Court. A Motion for Joint Administration has been filed with the Court.
2. R & J is a corporation organized under the laws of Florida. CAMTECH and
AVSTAR are subsidiaries of R & J with R & J being the sole shareholder of each
subsidiary.
3. As of the date of the Petition, the Debtors were current with payroll payments
through the last payroll date, with accrued pre-petition amounts for the next payroll date.
Obviously, the Debtors need to use cash collateral to pay accrued and future payroll and
continue operating the Debtors business. If the Debtors employees are not paid on the
next scheduled payday, then they will not return to work.
4. CAMTECH Texas pays its Employees bi-weekly each month, which totals
approximately $108,000.00 gross bi-weekly. CAMTECH New York pays its Employees
weekly each month, which totals approximately $8,000.00 gross bi-weekly. AVSTAR pays
its Employees bi-weekly each month, which totals approximately $64,000.00 gross bi-
weekly. The payroll for CAMTECH Texas and AVSTAR alternate weeks such that there is
a payroll each week for one or the other. All payroll disbursements to employees are done
through ADP and drawn on the Debtors Regions Bank operating checking accounts.
5. Obviously, loss of key employees would be detrimental to the Debtors, who
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 2 of 12

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are in the business of making precision parts and assemblies for customers worldwide in
the public and private sectors.
6. Regions Bank (hereinafter REGIONS) is a creditor of R & J by way of a term
loan and line of credit. CAMTECH and AVSTAR have guaranteed the debt with REGIONS
and entered into a cross-default and cross-collaterization agreement for the loans with
REGIONS. The term loan balance is approximately $282,107.00. The line of credit balance
is approximately $3,900,000.00. The REGIONS loan is secured by all assets, account
receivables and other cash collateral, pursuant to multiple UCC-1 filings in Florida and New
York. A copy of REGIONS UCC-1 filings are attached hereto and made a part hereof as
Composite Exhibit A. A copy of the Security Agreement, Cross Collateralization
Agreement and Continuing Guaranties are attached hereto as Composite Exhibit B.
7. The Debtors monthly projected bankruptcy budgets and a list of the regular
payroll broken down by employees and amounts is attached hereto as Composite Exhibit
C.
8. There may be additional secured creditors which may claim, or have, a
security interest in the cash collateral of the Debtors pursuant to various UCC-1s filed in
New York, Texas and Florida. However, it appears that these additional secured creditors
are only secured to the extent of any proceeds resulting from the collateral securing said
loans. A search of the Florida Secured Transaction Registry, New York Department of
State and Texas Secretary of State by the Debtors names reveal that the following
creditors that may claim a limited lien on the Debtors cash collateral:
A. SG Equipment (New York);
B. Machinery Finance (New York);
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 3 of 12

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C. Siemens (New York);
D. TCF (New York);
E. Bank of the West (New York);
F. Wells Fargo Equipment Finance (New York);
G. National City (Texas); and
H. Plains Capital Leasing (Florida).
It is impossible to determine or trace the proceeds that may have been produced, if at all,
from the equipment securing the above liens since the Debtors operate multiple facilities
that manufacture various integrated parts and utilize a variety of raw products. Accordingly,
the Debtors do not believe these referenced liens are secured by the Debtors cash
collateral and, if so, then the REGIONS lien leaves no such equity for these questionable
liens on cash collateral to make them ineffective and not entitled to maintain liens thereon.
The Debtor raises this issue in an abundance of caution.
9. At the time of the bankruptcy filing, the Debtor owed REGIONS approximately
$4,182,107, in aggregate. The total amount owed to REGIONS appears to be substantially
under-secured by the Debtors account receivables of approximately $1,090,000 and
inventory of approximately $2,300,000, as of the filing date. The Debtors project that they
will receive approximately $607,232 in accounts receivables per week from 5/11/10 to
5/31/10. Then, from June 1, 2010 and thereafter, the Debtors expect to receive
approximately $985,795 per month in accounts receivable.
10. The Debtors are willing to validate REGIONS security interest to the extent of
the value of such security in the event a Final Order authorizing cash-collateral is entered.
11. It is submitted that the use of the cash collateral is necessary for an effective
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 4 of 12

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reorganization and to avoid harm to the Debtors Bankruptcy Estate.
12. As additional adequate protection to REGIONS, the Debtors in Possession
have every intention of using a portion of its receivables to make payments to REGIONS in
an amount equal to the sums required to maintain the status quo of the REGIONS loan
during the pendency of these proceedings. It is acknowledged that this amount may be
less than the interest only accrual under the subject loan in the initial; portion of the case,
but this issue will be addressed later in these proceeding through the Plan or otherwise.
13. Obviously, the Debtor needs to be able to pay its administrative expenses and
other ordinary business and operating expenses as they become due. The Debtor needs
to pay its payroll (including employee health insurance), utilities, taxes, vehicle expenses,
vendors and suppliers, which are all vital for the continued operation of the Debtors
business. If the foregoing funds are not paid, the valuable skilled and trained employees
will walk out on the Debtors and find work elsewhere. The Debtors need to continue
paying its employees, the vendors, the suppliers, and all other service providers in the
ordinary course of business.
14. Furthermore, as an issue to be addressed at the final hearing on this motion,
during this proceeding, the Debtors request authorization to use cash collateral derived
from any of the three referenced entities in the ordinary course of its business affairs,
subject to adequate protection or adequate assurances of equity to the respective lenders
of each of the three entities referenced above.
15. As of the date of this Motion, an unsecured creditors committee has not been
appointed. Should a Committee be appointed, said committee should be allowed ten (10)
days from the date of the entry of an interim Order Authorizing use of the Cash Collateral to
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 5 of 12

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analyze and object to the validity, priority and extent of the secured creditors lien.
16. The Debtors seek to use the cash collateral sooner than fifteen (15) days
after the service of the Motion in the amount of approximately $630,816, until to the date of
the final hearing which shall be set at least with fifteen (15) days notice from the date of this
Motion, unless otherwise agreed. Upon release and authorization of the requested cash
collateral, prior to the final hearing, the funds will be used to pay for Debtors upcoming
payroll and ordinary course of business expenses, as it is set forth in the budget attached
hereto and made a part hereof.
WHEREFORE, Debtors, CAMTECH PRECISION MANUFACTURING, INC., R & J
NATIONAL ENTERPRISES, INC., and AVSTAR FUEL SYSTEMS, INC., respectfully
request this Honorable Court enter an Order granting this Motion for Authorization to Use
Cash Collateral and for such other and further relief as the Court deems just and proper.
I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court
for the Southern District of Florida and I am in compliance with the additional qualifications
to practice in this Court set forth in Local Rule 2090-1(A), and that a true and correct copy
of the foregoing has been furnished via U. S. Mail the parties on the attached listing, this
11th day of May, 2010.
KELLEY & FULTON, P.A.
Attorneys for the Debtor in Possession
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, FL 33401
Phone (561) 684-5524
Facsimile (561) 684-3773


BY: __/s/ Craig I. Kelley _
CRAIG I. KELLEY, ESQUIRE
Florida Bar 782203
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 6 of 12

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Service List - GENERAL

Office of US Trustee
51 S.W. First Ave. Room 1204
Miami, Fl. 33130

Internal Revenue Service
P.O. Box 21126
Philadelphia, PA 19114

Internal Revenue Service
Special Procedures - Insolvency
P.O. Box 17167 Stop 5760
Attn: Bankruptcy Unit
Ft. Lauderdale, FL 33318

State of Florida/Dept. of Revenue
Bankruptcy Section
P.O. Box 6668
Tallahassee, FL 32314-6668

R & J National Enterprises, Inc.
Camtech Precision Manufacturing, Inc.
Avstar Fuel Systems, Inc.
1365 Park Lane South
Jupiter, FL 33458
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 7 of 12

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R & J NATIONAL ENTERPRISES, INC.

Enterprise Bank of Florida
11811 U.S. Highway One
North Palm Beach, FL 33408

Industrial Equipment Capital
2884 Peyton Rd
La Verne, CA 91750

People's Capital and Leasing Corp.
255 Bank Street, 4th Floor
Waterbury, CT 06702-2213

Plains Capital Leasing
6221 Riverside Drive, Suite 105
Irving, TX 75039

Regions
6990 SW 8th Street
Ste 200
Miami, FL 33144

UPS Capital Business Credit
280 Trumbull Street
Hartford, CT 06103

UPS Capital Business Credit
P.O. Box 406994
Payment Account
Atlanta, GA 30384

Wells Fargo Equipment Finance, Inc.
One Harbour Place, Suite 175
Portsmouth, NH 03801
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 8 of 12

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CAMTECH PRECISION MANUFACTURING, INC.

4-M PRECISION STAMPING, INC.
4000 TECHNOLOGY PARK BLVD.
AUBURN, NY 13021

A.M. CASTLE & CO.
P.O. BOX 841949
DALLAS, TX 75284-1949

ACME INDUSTRIAL COMPANY
441 MAPLE AVENUE
CARPENTERSVILLE, IL 60110-1990

ALCAN ROLLED PRODUCTS, LLC
22112 NETWORK PLACE
CHICAGO, IL 60673-1221

AMI Metals Inc.
P O Box 952474
St Louis, MO 63195-2474

AUBURN PROPERTY MANAGEMENT
18 GARFIELD STREET
AUBURN, NY 13021

Betsy Price Tax Assessor
PO Box 861018
Fort Worth, TX 76161-0018

CGTech Vericut
9000 Research Drive
Irvine, CA 92618

CMC COMMONWEALTH METALS
2200 FLETCHER AVENUE 7TH FLOOR
FORT LEE, NJ 07024-5016

Charleston Aluminum, LLC
PO Box 890851
Charlotte, NC 28289-0851

Epicor Software Corporation
Dept 1547
Los Angeles, CA 90084-1547

Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 9 of 12

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J.T. Ryerson & Son, Inc.
P.O. Box 29953
New York, NY 10087-9953

M&H Supply & Equipment
P.O. Box 185202
Fort Worth, TX 76181

MAKINO
PO Box 632622
Cincinnati, OH 45263-2622

PREFERRED INDUSTRIAL PAINTING
3300 ENTERPRISE
ROWLETT, TX 75088

PRINCE MANUFACTURING
PO Box 4691
Troy, MI 48099-4691

Reliant Energy Dept 0954
PO Box 120954
Dallas, TX 75312-0954

TW Metals, Inc.
PO Box 933014
Atlanta, GA 31193-3014

Venture Management Services
2301 W Big Beaver Road
Suite 921
Troy, MI 48084

Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 10 of 12

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AVSTAR FUEL SYSTEMS, INC.

4-M Precision Stamping, Inc.
4000 Technology Park Blvd
Auburn, NY 13021

API
P.O. Box 1000, Dept. #026
Memphis, TN 38148-0026

AvPower LLC
209 River Laurel Way
Woodstock, GA 30188

Hammer Manufacturing Co./WGJF Mfg. Corp.
417 Commerce Road
P.O. Box 1340
Linden, NJ 07036

KN Machine & Tool, Inc.
3125 Jupiter Park Circle #4
Jupiter, FL 33458

MZ Machine
3046 Jupiter Park Circle
Jupiter, FL 33458

Meier Screw Products & Mfg. Co.
670 East Troy Avenue
Ferndale, MI 48220-2853

New Tech Inc.
15915 Assembly Loop
Palm Beach Park of Commerce
Jupiter, FL 33478

Pre-Tech Inc.
3052 Highway 17-92 North
Haines City, FL 33844

Precision Turning Corp
715 Gold Krist Blvd. S.W.
Live Oak, FL 32064

Saint-Gobain PPL Corp.
PO Box 642625
Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 11 of 12

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Pittsburgh, PA 15264-2625

Santa Fe Rubber
12306 E Washington Blvd
Whittier, CA 90606

Schafer Precision Machining
Division of Schafer Gear Works, Inc.
7603 Honeywell Drive
Fort Wayne, IN 46825

The Ayling & Reichert Company
411 South Railroad St.
Oak Harbor, OH 43449

Thermal Braze Inc.
231 Venus St
Jupiter, FL 33458

Trade-A-Plane
P.O. Box 509
Crossville, TN 38557

Trelleborg Sealing Solutions
Dept. CH10999
Palatine, IL 60055-0999

Vernay Laboratories, Inc.
120 E. South College Street
Yellow Springs, OH 45387-1623

Vulcan Machine, Inc
1217 Tech Blvd.
Tampa, FL 33619




Case 10-22760-PGH Doc 13 Filed 05/11/10 Page 12 of 12
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 1 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM
FLORIDA SECURED TRANSACTION REGISTRY
A. NAME & DA YTfME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000
FILED
B. SEND ACKNOWLEDGEMENT TO:
2007 Sep 21 AM 12:00
Name Steven C. Elkin
****** 200706591729 ******
Address Frank, Weinberg & Black, P.L.
Address 7805 S.W. 6th Court
City/State/Zip Plantation
FL 33324
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
I. DEBTOR'S EXACf FULL LEGAL NAME- lNSERT ONLY ONE DEBTOR NAME (Ia OR I b)- Do Not Abbreviate or Combine Names
Ia. ORGANIZATION'SNAME
R & J National Enterprises, Inc.
I b. INDrVIDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
I c. MAllJNG ADDRESS CITY STATE
I POSTAL CODE COUNTRY
1365 Park Lane South Jupiter FL 33458 USA
I d. TAX ID# REQUIRED ADD'L INFO I e. TYPE OF ORGANIZATION
I' f. JURISDICTION OF ORGANIZATION
I g. ORGANIZATIONAL ID#
RE: ORGANIZATION
corporation Florida
P02000134740 DNONE 33-1045016
DEBTOR
2. ADDITIONAL DEBTOR'S EXACI" FULL LEGAL NAME- INSERT ONLY ONE DEBTOR NAME (2a OR 2b)- Do Not Abbreviate or Combine Names
2a. ORGANIZATION'SNAME Avstar
Aircraft Accessories. Inc.
2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c. MAILlNG ADDRESS CITY STATE
I POSTAL CODE COUNTRY
1365 Park Lane South Jupiter FL 33458 USA
2d. TAX 10# I REQUIRED ADD' L INFO 12e. TYPE OF ORGANIZATION
RE: ORGANIZATION .
20-0718863 DEBTOR corporatJ.on
12f. JURISDICTION OF ORGANIZATION 12g. ORGANIZATIONAL ID#
Florida P03ooot4043J DNONE
3. SECURED PARTY'S NAME (ot NAME of TOTAL ASSIGNEE of ASSIGNOR SIP)- INSERT ONLY ONE SECURED PARTY NAME (Ja OR Jbl
Ja. ORGANIZATION'S NAME
Regions Bank, its successors and/or assigns
3b. lNDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
Jc. MAILlNG ADDRESS CITY STATE
l POSTAL CODE COUNTRY
1555 Palm Beach Boulevard Suite 155 West Palm Beach
FL
33401 USA
4. This FINANClNG STATEMENT covers the following collateral:
See Exhibit "A" attached for a description of the collateral.
S. ALTERNATE DESIGNATION (;f"''plicable)
Q
LESSEI'Jl.ESSOR
q
BAILEE/BAILOR

c
AG. LIEN 0, NON-UCC FILING
C:, SELLER/BUYER
6. Flonda DOCUMENTARY STAMP TAX- YOU ARE REQUIRED TO CHECK EXACTLY ONE BOX
(e\
._; All documentary stamps due and payable or to beoome due and payable punmanllo s. 201.22 F.S., have been paid.
Florida Documentary Stamp Tax is not required.
7. OPTIONAL FU..ER REFERENCE DATA
11120.052 ($300,1XX>)
STANDARD FORM- FORM UCC-1 (REV.l2/2001) Filiag Otrau Copy
Approved by tbe Secrttary of State, of Florida
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 2 of 30
NAME OF FIRST DEBTOR: R & J National Enterprises, Inc.
Additional Debtors:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Avstar Fuel Systems, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
26-0090556
corporation
Florida
P07000046822
Camtech Precision Manufacturing, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
16-1449323
corporation
New York
F94000000587
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 3 of 30
Debtor:
Secured Party:
Loan Documentation:
UCCTerms:
Collateral:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
A VSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSTAR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All tenns defined in the Unifonn Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof(collectively, the "Collateral"):
Alllnventory(including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to anyrightofDebtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favor ofDebtor, and al1 other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables"); all rights of Debtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 4 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT AMENDMENT FORM
k NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000
R SEND ACKNOWLEDGEMENT TO:
Name Steven C. Elkin
Address Frank, Weinberg & Black, P. L.
Address 7805 S.W. 6th Court
Plantation
FL
Ia. INITIAL FINANCING STATEMENT FILE#
200706591729
,33324
lb.
FLORIDA SECURED TRANSACTION REGISTRY
FILED
2007 Oct 18 AM 12:00
****** 200706797564 ******
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
This FINANCING STATEMENT AMENDMENT is to be filed
[for record} (or recorded) in the REAL ESTATE RECORDS.
2. CURRENT RECORD INFORMATION- DEBTOR NAME- INSERT ONLY ONE DEBTOR NAME (2a OR 2b)
2a. ORGANIZATION'S NAME R
& J National Enterprises, Inc.
2b. INDIVIDUAL'S LAST NAME I FIRST NA-ME I MIDDLE NAME I SUFFIX
3. CURRENT RECORD INFORMATION SECURED PARTY NAME INSERT ONLY ONE SECURED PARTY NAME (Ja OR 3bl
3a. ORGANIZATION'S NAME ,
RegJ.ons Bank, its successors and/or assigns
Jb. INDIVIDUAL'S LAST NAME I FIRSTNAME I MIDDLE NAME I SUFFIX
4. TERMINATION: Effectiveness of the Fmancmg Statement tdent.tfied above ts termmated wtth respect to secunty mterest(s) of the Secured Party
authorizing this Termination Statement.
6.
7.
CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period provided by applicable law.
ASSIGNMENT (full or partiai):G ive name of assignee in item 9a or9b and address of assignee in item 9c; and also give name of assignor in item II.
AMENDMENT (PARTY INFORMATION): This Amendment affects C') Debtor Q! ci Secured Party of record. Check only these two boxes.
wL.l
Also check one of the following three boxes and provide appropriate information in items 8 and/or 9.
!(-'\l CHANGE name and/or address: Give current record name in item Sa or Sb; J?O DELETE name: Give record name
give new name (if name change) in item 9a or 9b and/or new address to be deleted in item Sa or Sb.
(if address change) in item 9c. '"'
n
ADD name: Complete item 9a or 9b,
........ :::: and ?c; also complete items 9d-9g (if
applicable).
8. CURRENT RECORD INFORMATION- INSERT ONLY ONE NAME (Sa OR 8b)- Do Not Abbreviate or Combine Names
Sa. ORGANIZATION'S NAME
Sb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
9. CHANGE"Iif"NEW) OR ADDED INFORMATION:- INSERT ONLY ONE NAME (9a OR 9bl- Do Not Abbreviate or Combine Names
9a. ORGANIZATION'S NAME
9b. INDIVIDUALS' LAST NAME FIRST NAME MIDDLE NAME SUFFIX
9c. MAILING ADDRESS CITY STATE
I POSTAL CODE COUNTRY
9d. TAX ID#
1 REQUIRED ADD' L INFO
1
9e.TYPE OF ORGANIZATION-r 9[ JURISDICTION OF ORGANIZATION
1
9g. ORGANIZATIONAL 10#
RE: ORGANIZATION

DEBTOR
Tif. AMENDME COLLAT L CHANGE : che on! one box.
Describe collateral [6f !eleted or or give en!ire re;tated col\attml description, or describe collateral [Q assigned.
See Exhibits "A" and "B" attached for a description of the collateral
11. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an If this is an Amendment
authorized by a Debtor, which adds collattml or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here Land enter name of DEBTOR
authorizin" this Amendment.
1 Ia. ORGANIZATION'S NAME R ,
Bank, its successors and/or assigns
lib. INDIVIDUALS' LAST NAME
I FIRSTNAME I MIDDLE NAME I SUFFIX
12. OPTIONAL FILER REFERENCE DATA
11120.052 ($300,000)
STANDARD FORM UCC..J (REV.ll/1001) Filing Office Copy
Approved by the Secretary of State, State of Florida
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 5 of 30
Debtor:
Secured Party:
Loan Documentation:
UCC Terms:
Collateral:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
A VSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSTAR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof(collectively, the "Collateral"):
Alllnventory(including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "8" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any right ofDebtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favorofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables); a11 rights of Debtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; an actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; an books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 6 of 30
EXHlBIT "8"
Specific List of Equipment
Equipment Discription
M-400 Mori Seki
M-400 Mori Seki
MV -40 Mori Seki
MV -40 Mori Seki
SL-25 Mori Seki
Swmen Hone
Sunnen Hone
Okuma VMC60
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 7 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM
FLORIDA SECURED TRANSACTION REGISTRY
A. NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000
FILED
2007 Sep 21 AM 12:00
B. SEND ACKNOWLEDGEMENT TO:
Name
Steven C. Elkin
****** 200706591745 ******
Address Frank, Weinberg & Black, P.L.
Address 7805 S.W. 6th Court
Cicytsmreaip Plantation
FL 33324
I TilE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
l. DEBTOR'S EXACT FULL LEGAL NAME- INSERT ONLY ONE DEBTOR NAME (Ia OR I b)- Do Not Abbreviate or Combine Names
Ia. ORGANIZATION'S NAME '
R & J National Enterprises, Inc.
'
i
lb. INDIVIDUAL'S LAST NAME FIRST NAME
I
MIDDLE NAME SUFFIX
i
I c. MAILING ADDRESS CITY
I
STATE I POSTAL CODE COUNTRY
1365 Park Lane South Jupiter
'
FL 33458 USA
ld. TAX ID# REQUIRED ADD' L INFO I e. TYPE OF ORGANIZATION I f. JURISDICTION OF ORGANIZATION I g. ORGANIZATIONAL ID#
RE: ORGANIZATION
corporation
;
Florida
P02000134740 DNONE 33-1045016
DEBTOR
2. ADDITIONAL DEBTOR'S EXACf FULL LEGAL NAME- lNSERT ONLY ONE DEBTOR NAME (la OR 2b)- Do Not Abbreviate or Combine Names
2a. ORGANIZATION'S NAME Avstar
Aircraft Accessories,
I
Inc.
I
2b. INDlVIDUAL'S LAST NAME FIRST NAME I MIDDLE NAME SUFFIX
'
2c. MAILING ADDRESS CITY ' STATE
I POSTAL CODE COUNTRY
1365 Park Lane South Jupiter
I
FL 33458 USA
2d. TAX ID# I REQUIREDADD'LINFO 12e. TYPE OF ORGANIZATION
RE: ORGANlZATION
20-0718863 DEBTOR
12( IURISDICfiON OF ORGANIZATION 12g. ORGANIZATIONAL lD#
! Florida Po3oool40433 ONoNE
3. SECURED PARTY'S NAME (oc NAME ofTOTAL ASSIGNEE of ASSIGNOR SIP)- INSERT ONLY ONE SECURED PARTY NAME (Ja OR Jb)
3a. ORGANIZATION'S NAME
Regions Bank, its successors and/or
I
fiSSigns
3b. INDlVIDUAL'S LAST NAME FIRST NAME
'
MIDDLE NAME
I
3c. MAILING ADDRESS CITY
West Palm!Beach
STATE
I POSTAL CODE
1555 Palm Beach Boulevard Suite 155
FL
33401
4. This FINANCING STATEMENT covers the following collateral:
See Exhibit "A" attached for a description bE the collateral.
5. ALTERNATE DESIGNATION (if applicable)
Q
LESSEE/LESSOR )I CONSIGNEE/CONSIGNOR
BAILEE/BAILOR
I
0
AG. UEN
o, FILING C;, SELLERIBUYER
'
6. Flonda DOCUMENTARY STAMP TAX- YOU ARE REQUIRED TO CHECK EXACTLY ONE BOX
All documentary &amps due and payable or to become due and payable pursuant to1
1
s. 201.22 F.S., have been paid.
lDJ FLorida Documentary Stamp Tax is not required.
7. OPTIONAL FILER REFERENCE DATA 11120.052 ($450,000)
SUFFIX
COUNTRY
USA
STANDARD FORM FORM UCCl (REV.l2!1001) Filing Office Copy
Approved by the Secrdary of State, State of Flor-ida
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 8 of 30
NAME OF FIRST DEBTOR:
R & J National Enterprises, Inc.
Additional Debtors:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Avstar Fuel Systems, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
26-0890556
corporation
Florida
P07000046822
Camtech Precision Manufacturing, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
16-1449323
corporation
New York
F94000000587
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 9 of 30
Debtor:
Secured Party:
Loan Documentation:
UCCTerms:
Collateral:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
AVSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSTAR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof(collectively, the "Collateral"):
All Inventory(includingretumed and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any right of Debtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favorofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables"); all rights ofDebtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwili of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 10 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT AMENDMENT FORM
A. NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
FLORIDA SECURED TRANSACTION REGISTRY
Steven c. Elkin (954) 474-8000
FILED
B. SEND ACKNOWLEDGEMENT TO:
2007 Oct 18 AM 12:00
Name Steven C. Elkin
Address Frank, Weinberg & Black, P. L.
Addr.,;s 7 8 05 S. W. 6th Court
****** 200706797556 ******
Citv/StaJ:e/Zip Plantation
FL 33324
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
Ia.INITIAL FINANCING STATEMENT FILE#
200706591745
lb. This FINANCING STATEMENT AMENDMENT is to be filed
[for record] (or recorded) in the REAL ESTATE RECORDS.
2. CURRENT RECORD INFORMATION- DEBTOR NAME- INSERT ONLY ONE DEBTOR NAME (2a OR 2b)
2a. ORGANIZATION'S NAME R
& J National Enterprises, Inc.
2b. INDIVIDUAL'S LAST NAME I FIRSTNAME I MIDDLE NAME J SUFFIX
3. CURRENT RECORD INFORMATION SECURED PARTY NAME INSERT ONLY ONE SECURED PARTY NAME (Ja OR Jb)
3a. ORGANIZATION'S NAME R .
egJ.ons Bank, its successors and/or assigns
3b. INDIVIDUAL'S LAST NAME I FIRST NAME I MIDDLE NAME I SUFFIX
4. TERMINATION: Effectiveness of the Fmancmg Statement identified above IS tenmnated with respect to secunty mterest(s) of the Secured Party
authorizing this Tennination Statement.
5. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued forthe additional period provided by applicable law.
6. ASSIGNMENT (full or partiai):G ive name of assignee in item 9a or 9b and address of assignee in item 9c; and also give name of assignor in item II.
7. AMENDMENT (PARTY INFORMATION): This Amendment affects 0 Debtor QI Qsecured Party of record. Check only .QM of these two boxes.
Also check one of the following three boxes and provide appropriate information in items 8 andlor9.
CHANGE name and/or address: Give current record name in item Sa or Sb; r. ) DELETE name: Give record name
give new name (if name change) in item 9a or 9b and/or new address be deleted in item Sa or Sb.
(if address change) in item 9c. ''"

ADD name: Complete item 9a or 9b,


) and 9c; also complete items 9d9g (if
applicable).
8. CURRENT RECORD INFORMATION- lNSERT ONLY ONE NAME (Sa OR 8b)- Do Not Abbreviate or Combine Names
Sa. ORGANIZATION'S NAME
8b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
9. CHANGED tNEWl OR ADDED INFORMATION:- INSERT ONLY ONE NAME (9a OR 9b -Do Not Abbreviate or Combine Names
9a. ORGANIZATION'S NAME
9b. INDIVIDUALS' LAST NAME FIRST NAME MIDDLE NAME SUFFIX
9c. MAILING ADDRESS CITY STATE
I POSTAL CODE
COUNTRY
9d. TAX ID# I REQUIRED ADD'L INFO 19e.TYPEOFORGANIZATION 9f. JURISDICTION OF ORGANIZATION l9g. ORGANIZATIONAL 10#
RE: ORGANIZATION
QONE DEBTOR
10. AMENDMEtfl' (COLLATj;J{AL CHANGE). one box.
Describe collateral IQJ deleted or [QJ added, or give entire lJ restated collatcral description, or descnbe collateral [Q assigned.
See Exhibits "A" and "B" attached for a description of the collateral
11. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an If this is an Amendment
authorized by a Debtor, which adds collateral or adds the authorizing Debtor, or if this is a Tennination authorized by a Debtor, check here L and enter name of DEBTOR
authorizing this Amendment.
I Ia. ORGANIZATION'S NAME R .
eg1ons Bank, its successors and/or assigns
lib. INDIVIDUALS' LAST NAME
I FIRSTNAME I MIDDLE NAME
I SUFFIX
12. OPTIONAL FILER REFERENCE DATA
11120.052 ($450,000)
STANDARD FORM- FORM UCCl (REV.12/2001)
Filing Office Copy
Approved by the Secretary of State, State of Florida
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 11 of 30
Debtor:
Secured Party:
Loan Documentation:
UCCTerms:
Collateral:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRJSES, INC., a Florida corporation
A VSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSTAR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All tenns defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof(the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof(collectively, the "Collateral"):
All Inventory(including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "8" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any rightofDebtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida VCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favor ofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables"); all rights of Debtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida VCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Unifonn
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 12 of 30
EXHIBIT "8"
Soecific List of Equipment
Equipment Used* Serial# Purchase Date FMV($)
Identification/Manufacturer/Model
Haas STR160H Indexing Table 901933 2007 35,000
Mitutoyo Contracer CV -31 OOH4 610109 2006 35,000
Superflow SF-600 Test Rig 7337 2007 12,000
nspection Room
N/A 2007 12,000
Staley 37837 Turbine Fuel System Test Bench 488 2006 185,000
Staley D37838A Power Turbine Governor Test 766 2006 15,000
Bench
Stromberg A30083-6 Aircraft Carburetor Test 25 2006 15,000
Bench
ptromberg 395091 Aircraft Carburetor Test

677 2006 10,000
Bench
A-775 Orifice Comj)_arator S-1315 2005 5,000
Woodward Propellor Governor Test Bench N/A 2000 20,000
Greer HA 113-1 Hydraulic Pump Test Stand HA431 2000 15,000
Skyways WS200U Fuel Injection 2006 2000 45,000
Servo Test Bench
ZA-1227CW Dye Penetrant Test N/A 2007 14,000
Facility
Pualdraw lie Downdraft Paint Bench 97412 2005 5,000
Crest 2800HTA Ultrasonic Cleaning Tank 28H573426 2004 2,500
Crest 2800HTA Ultrasonic Cleaning Tank 28H548208 2005 2,500
praymills Clean-0-Matic Mineral Spirits N/A 2006 1,250
Tank
Parts Cleaner N/A 2001 2,500
V10-P Lathe 7405342Z 2006 12,000
Lathe UJ3351 2006 2,500
!::l_ardinqe D51-59 Lathe N/A 2003 12,500
Polphin Marine & Machine Turret Milling 504962
Machines
2002 5,000
Pexon RDM-270F Drill Press 59395 2006 1,500
Office Furniture N/A 2007 35,000
Benches N/A 2007 10,000
Castinq Permenant Molds N/A 2007 50 000
Dies N/A 2000 25,000
Machining Fixtures N/A 2007 16,000
* Indicates a used item of equipment on the
601,250
Purchase Date
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 13 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM
FLORIDA SECURED TRANSACTION REGISTRY
A NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000
FILED
2007 Sep 21 AM 12:00
B. SEND ACKNOWLEDGEMENT TOe
Name Steven C. Elkin
****** 200706591737 ******
Address Frank, Weinberg & Black, P.L.
Address 7805 S.W. 6th Court
Plantation
FL JJJ24
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
I. DEBTOR'S EXAcr FULL LEGAL NAME INSERT ONLY ONE DEBTOR NAME (Ia OR lb)- Do Not Abbreviate or Combine Names
Ia. ORGANIZATION'S NAME
R & J National Enterprises, Inc.
lb. lNDIVlDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
lc. MAlL lNG ADDRESS CITY STATE I POSTAL CODE COUNTRY
1365 Park Lane South Jupiter FL 33458 USA
I d. TAX ID# I REQUIRED ADD'L INFO
I e. TYPE OF ORGANIZATION I f. JURISDICTION OF ORGANIZATION I I g. ORGANIZATIONAL ID#
REc ORGANIZATION
corporation Florida P0200013474.0 DNONE
33-1045016 DEBTOR
2. ADDITIONAL DEBTOR'S EXAcr FULL LEGAL NAME INSERT ONLY ONE DEBTOR NAME (la OR 2b)- Do Not Abbreviate or Combine Names
2a. ORGANIZATION'S NAME Avstar
Aircraft Accessories, Inc.
2b.lNDlVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c. MAILING ADDRESS CITY ST A "ffi
I POSTAL CODE
COUNTRY
1365 Park Lane South Jupiter FL 33458 USA
2d. TAX 10# I REQUIRED ADD'L INFO 12e. TYPE OF ORGANIZATION
RE: ORGANIZATION .
20-0718863 DEBTOR corporat1on
12f. JURISDICTION OF ORGANIZATION 12g. ORGANIZATIONAL ID#
Florida Po3ooot40433 ONONE
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP}- INSERT ONLY ONE SECURED PARTY NAME (Ja OR Jb)
Ja. ORGANIZATlON'S NAME
Regions Bank, its successors and/or assigns
Jb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME
Jc. MAILING ADDRESS CITY STATE I POSTAL CODE
1555 Palm Beach Boulevard Suite 155 West Palm Beach
eL
33401
4. This FINANCING STATEMENT covers the following collateral
See Exhibit "A" attached for a description of the collateral.
5. ALTERNATE DESIGNATION (if applicable)
Q
LESSEE/LESSOR
q BAILEE/BAILOR
8:
n
AG.LIEN CJ NON-UCC FILING
C,'i SELLER/BUYER . ___./
6. Florida DOCUMENTARY STAMP TAX- YOU ARE REQUIRED TO CHECK EXAcrLY ONE BOX
All documentary stamps due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid.
Florida Documentary Stamp Tax is not required.
7. OPTIONAL FILER REFERENCE DATA
11120.052 ($3,000,000)
SUFFIX
COUNTRY
USA
STANDARD FORM- FORM UCC-1 (REV.I212001) Filing Offiu Copy
Approved by the Secretary of State, State of Floc ida
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 14 of 30
NAME OF FIRST DEBTOR:
R & J National Enterprises, Inc.
Additional Debtors:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Avstar Fuel Systems, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
26--0090556
corporation
Florida
P07000046822
Camtech Precision Manufacturing, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
16-1449323
corporation
New York
F94000000587
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 15 of 30
Debtor:
Secured Party:
Loan Documentation:
UCC Terms:
Collateral:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
A VSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSTAR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All tenns defined in the Unifonn Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof(collectively, the "Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including
fixtures), wherever located; all Accounts, Chattel Paper, General Intangibles (including, intellectual
property rights), Documents and Instruments; all obligations which give rise to, evidence or relate to
any right of Debtor to the payment of money or other forms of consideration of any kind or for any
reason (whether classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or
otherwise), including, without limitation, accounts receivable, letters of credit and the right to receive
payment thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other
instruments, documents, rights to payment under any guaranty, indemnity, security agreement,
mortgage or lien in favor of Debtor, and all other debts, obligations and liabilities in whatever form
now or hereafter owing to Debtor from any person or entity, and all proceeds of any of the foregoing
(collectively, "Receivables"); all rights of Debtor arising under any now existing or hereafter entered
into agreement, lease, license, or other contractual arrangement between Debtor and any other person
or entity (collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC
in effect on the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or
otherwise and whether or not publicly traded; ail bank accounts and brokerage accounts of Debtor,
together with all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit
deposited or on account therein; all actions, causes of action and other claims of Debtor whether now
existing or hereafter arising; all books and records relating to any of the foregoing; and all proceeds,
replacements and products of, and additions and accessions to, any and all of the foregoing property,
and, to the extent not otherwise included, all proceeds of condemnation, casualty or other types of
insurance (whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of condemnation, loss or damage to or otherwise with respect to any of
said property (collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 16 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT AMENDMENT FORM
A. NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
046513
2001 OCT 11 AM 9: 00
Steven C. Elkin (954) 474-8000
B. SEND ACKNOWLEDGEMENT TO:
Name
Steven C. Elkin
Address Frank, Weinberg & Black, P.L.
Address 7805 S.W. 6th Court
Plantation
FL 33324
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
la. INITIAL FINANCING STATEMENT FILE#
200709210755259
lb. This FINANCING STATEMENT AMENDMENT is to be filed
[for record] (or recorded) in the REAL ESTATE RECORDS.
2. CURRENT RECORD INFORMATION- DEBTOR NAME -INSERT ONLY ONE DEBTOR NAME (2a OR 2b)
2a. ORGANIZATION'S NAME R
& J National Enterprises, Inc.
2b. INDIVIDUAL'S LAST NAME I FIRSTNAME I MIDDLE NAME I SUFFIX
3. CURRENT RECORD INFORMATION- SECURED PARTY NAME- INSERT ONLY ONE SECURED PARTY NAME (3a OR 3b).
3a. ORGANIZATION'S NAME ,
Bank, its and/or assigns Reg1ons successors
3b. INDIVIDUAL'S LAST NAME I FIRSTNAME I MIDDLE NAME I SUFFIX
-
4. TERMINATION: Effectiveness of the Fmancmg Statement Identified above IS termmated with respect to mterest(s) of the Secured Paey
authorizing this Termination Statement.
5. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to interest(s) ofthe Secured Paey authorizing
this Continuation Statement is continued for the additional period provided by applicable law.
6. ASSIGNMENT (full or partial):G ive name of assignee in item 9a or 9b and address of assignee in item 9c; and also give name of assignor in item II.
7. AMENDMENT (PARTY INFORMATION): This Amendment affects r_J Debtor Q[ Gsecured Paey of record. Check only one of these two boxes.
Also check one of the following three boxes and provide appropriate information in items 8 and/or 9.
D
CHANGE name and/or address: Give current record name in item Sa or Sb; r .. DELETE name: Give record name
Also give new name (if name change) in item 9a or 9b and/or new address 1::: . to be deleted in item Sa or Sb.
(if address change) in item 9c. .J
ADD name: Complete item 9a or 9b,
_, and 9c; also complete items 9d-9g (if
applicable).
Names
SUFFIX

See Exhibits "A" and "B" attached for a description of the collateral
11. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an AssilU!ment). If this is an Amendment
authorized by a Debtor, which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here L and enter name of DEBTOR
authorizing this Amendment.
!Ia. ORGANIZATION'S NAME R .
eglons Bank, its successors and/or assigns
!lb. INDIVIDUALS' LAST NAME
I FIRST NAME I MIDDLE NAME I SUFFIX
12. OPTIONAL FILER REFERENCE DATA
11120.052 ($450,000)
STANDARD FORM- FORM UCC-3 (REV.l2/2001) Filing Office Copy Approved by the Secretary of State, State of Florida
FILING NUMBER: 200710170817 495
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 17 of 30
Debtor:
Secured Party:
Loan Documentation:
UCCTerms:
Collateral:
EXHIBIT A
TO
UCC-1 6 5 l 3
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
A VST AR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VST AR FUEL SYSTEMS, INC., a Florida corporation
2001 OCT I 7 AM 9: 00
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof(collectively, the "Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any right ofDebtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favor ofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables"); all rights ofDebtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereot) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereot), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 18 of 30
EXHIBIT"B"
Specific List of Equipment Q 4 6 5 I 3
2007 OCT I 7 AM 9: 00
Equipment Used* Serial# Purchase Date FMV($)
Identification/Manufacturer/Model
Haas STR160H Indexing Table 901933 2007 35,000
Mitutoyo Contracer CV-3100H4 610109 2006 35,000
SF-600 Test Rig 7337 2007 12,000
nspection Room N/A 2007 12,000
37837 Turbine Fuel System Test 488 2006 185,000
Staley D37838A Power Turbine Governor 766 2006 15,000
Bench
Stromberg A30083-6 Aircraft Carburetor Test
if.
25 2006 15,000
6_ench
395091 Aircraft Carburetor Test
I*
677 2006 10,000
Bench
Meriam A-775 Orifice Comparator S-1315 2005 5,000
Woodward Propellor Governor Test Bench * N/A 2000 20,000
HA113-1 Hydraulic Pump Test Stand HA431 2000 15,000
Western Skyways WS200U Fuel Injection * 2006 2000 45,000
Servo Test Bench
Magnaflux ZA-1227CW Dye Penetrant Test N/A 2007 14,000
Facility
Dualdraw lie Downdraft Paint Bench 97412 2005 5,000
Crest 2800HTA Ultrasonic Cleaning Tank 28H573426 2004 2,500
2800HTA Ultrasonic Cleaning Tank 28H548208 2005 2,500
Clean-0-Matic Mineral Spirits
if.
N/A 2006 1,250
Tank
Parts Cleaner N/A 2001 2,500
Maximat V1 0-P Lathe

7405342Z 2006 12,000
Lathe
I*
UJ3351 2006 2,500
Hardinge 051-59 Lathe

N/A 2003 12,500
Dolphin Marine & Machine Turret Milling
I*
504962 2002 5,000
Machines
Dexon RDM-270F Drill Press 59395 2006 1,500
Modular Office Furniture N/A 2007 35,000
Work Benches N/A 2007 10,000
Castinq Permenant Molds N/A 2007 50 000
Dies N/A 2000 25,000
Machining Fixtures N/A 2007 16,000
*Indicates a used item of equipment on the 601,250
Purchase Date
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 19 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM
A NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000 l J
B. SEND ACKNOWLEDGEMENT TO:
Name Steven C. Elkin
Address Frank, Weinberg & Black, P. L.
Address 7 8OS S. W. 6th Court
City/State/Zip Plan tat ion
FL 33324
416 2007 SEP 2 I AM 9: 00
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. LEGAL NAME- INSERT ONLY ONE
R & J National Enterprises, Inc.
LAST NAME
!c. MAILING ADDRESS CITY STATE
1365 Park Lane South FL


corporation Florida
2. ADD IONAL
. .
-Do Not Abbreviate or Combine Names
2a.
Avstar Aircraft Accessories, Inc.
2b. INDIVIDUAL'S LAST NAME
Florida
Regions Bank, its successors and/or assigns
3b. INDIVIDUAL'S LAST NAME FIRST NAME
3c. MAILING ADDRESS CITY
1555 Palm Beach Boulevard Suite 155 West Palm Beach
4. This FINANCING STATEMENT cover.; the following collateral:
MIDDLE NAME
STATE
FL
POSTAL CODE
33401
See Exhibit "A" attached for a description of the collateral.
5. ALTERNATE DESIGNATION(ifapplicable)
n
LESSEE/LESSOR (') BAILEE/BAILOR
8-:::..

n
AG. LIEN c), NON.UCC FILING C;, SELLER/BUYER
,_./
6. Florida DOCUMENTARY STAMP TAX- YOU ARE REQUIRED TO CHECK EXACfLY ONE BOX
All documentary stamps due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid.
U Florida Documentary Stamp Tax is not required.
7. OPTIONAL FILER REFERENCE DATA
11120.052 ($450,000)
SUFFIX
COUNTRY
USA
STANDARD FORM- FORM UCC-1 (REV.ll/2001) F"diog Otrace Copy Approved by the Secretary of State, State of Florida
FILING NUMBER: 200709210755259
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 20 of 30
NAME OF FIRST DEBTOR: R & J National Enterprises, Inc.
Additional Debtors:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Avstar Fuel Systems, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
corporation
Florida
Camtech Precision Manufacturing, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
corporation
New York
0
0
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 21 of 30
Debtor:
Secured Party:
Loan Documentation:
UCC Terms:
Collateral:
EXHIBIT A 1 1 6 4 I 6
TO
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
2001 SEP 2 \ M1 9: 00
A VST AR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSTAR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof (collectively, the "Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any right ofDebtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favor ofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables"); all rights of Debtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts ofDebtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 22 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM
A. NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven c. Elkin (954) 474-8000
B. SEND ACKNOWLEDGEMENT TO:
Name Steven C. Elkin
Address Frank, Weinberg & Black, P. L.
Address 7805 S.W. 6th Court
City/StateJZio Plantation
FL 33324
I I 6 4 I 8
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
R & J National Enterprises, Inc.
or Combine Names
STATE
FL
I f. JURISDICTION OF
Florida
- Do Not Abbreviate or Combine Names
4. This FINANCING STATEMENT covers the following collateral:
See Exhibit "A" attached for a description of the collateral.
5. ALTERNATE DESIGNATION (if applicable)
()
LESSEFJLESSOR Q CONSIGNEE/CONSIGNOR ("> BAILEE/BAILOR
!--'...::..."-
r::o.
0
AG. LIEN ci
1
NON-UCC FILING
C:, SELLER/BUYER
6. Florida DOCUMENTARY STAMP TAX- YOU ARE REQUIRED TO CHECK EXACTLY ONE BOX
~
~ All documentary stamps due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid.
lC'I Florida Documentary Stamp Tax is not required.
7. OPTIONAL FILER REFERENCE DATA
11120.052 ($300,00'))
SUFFIX
COUNTRY
USA
STANDARD FORM- FORM UCC-1 (REV.ll/2001) Filing Office Copy
Approved by the Secretary of State, State of Florida
FILING NUMBER: 200709210755297
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 23 of 30
NAME OF FIRST DEBTOR: R & J National Enterprises, Inc.
Additional Debtors:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Avstar Fuel Systems, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
corporation
Florida
Camtech Precision Manufacturing, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
corporation
New York
0
0
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 24 of 30
Debtor:
Secured Party:
Loan Documentation:
UCCTerms:
Collateral:
EXHIBIT A
TO
I I 6 4 18
UCC-1 FINANCING STATEMENT
2007 SEP 2 I AM 9: 00
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
AVSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VST AR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof (collectively, the "Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any right ofDebtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favor ofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively,
"Receivables"); all rights ofDebtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 25 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT AMENDMENT FORM
A NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000
B. SEND ACKNOWLEDGEMENT TO: 046512 2001 OCT I 7 AM 9: 00
Name
Steven C. Elkin
Address Frank, Weinberg & Black, P.L.
Address 7805 S. W. 6th Court
Ciw/SwdZio Plantation
FL 33324
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
la. INITIAL FINANCING STATEMENT FILE#
200709210755297
lb. This FINANCING STATEMENT AMENDMENT is to be filed
[for record] (or recorded) in the REAL ESTATE RECORDS.
2. CURRENT RECORD INFORMATION- DEBTOR NAME -INSERT ONLY ONE DEBTOR NAME (2a OR 2b)
2a. ORGANIZATION'S NAME R
& J National Enterprises, Inc.
2b. INDIVIDUAL'S LAST NAME I FIRSTNAME I MIDDLE NAME I SUFFIX
3. CURRENT RECORD INFORMATION- SECURED PARTY NAME- INSERT ONLY ONE SECURED PARTY NAME J3a OR Jb)
3a. ORGANIZATION'S NAME R .
eg10ns Bank, its successors and/or assigns
3b. INDIVIDUAL'S LAST NAME I FIRSTNAME I MIDDLE NAME I SUFFIX
4. TERMINATION: Effectiveness of the Fmancmg Statement tdenttfied above ts termmated wtth respect to secunty mterest(s) of the Secured Party
authorizing this Termination Statement.
5. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing
this Continuation Statement is continued for the additional period provided bx applicable law.
6. ASSIGNMENT (full or partiai):G ive name of assignee in item 9a or 9b and address of assignee in item 9c; and also give name of assignor in item II.
7.
Also check one ofthe following three boxes and provide appropriate information in items 8 and/or 9.
D
CHANGE name and/or address: Give current record name in item Sa or Sb; r;r-"" DELETE name: Give record name
Also give new name (if name change) in item 9a or 9b and/or new address 12:. to be deleted in item Sa or Sb.
(tfaddress change) m ttem 9c.
v--', ADD name: Complete item 9a or 9b,
/::. .J and 9c; also complete items 9d-9g (if
appltcable ).
Sa. ORGANIZATION'S NAME
8b. INDIVIDUAL'S LAST NAME MIDDLE NAME SUFFIX
one
restated collateral description, or describe collateral [C assigned.
See Exhibits "A" and "B" attached for a description of the collateral
11. NAME OF SECURED PARTY OF RECORD AUTHORIZING miS AMENDMENT (name of assignor, if this is an If this is an Amendment
authorized by a Debtor, which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here L and enter name of DEBTOR
authorizing this Amendment.
II a. ORGANIZATION'S NAME R .
eg1ons Bank, its successors and/or assigns
!lb. INDIVIDUALS' LAST NAME
I FIRST NAME l MIDDLE NAME
I SUFFIX
12. OPTIONAL FILER REFERENCE DATA
11120.052 ($300,000)
STANDARD FORM- FORM UCC-3 (REV.l2/200l) Filing Office Copy
Approved by the Secretary of State, State of Florida
FILING NUMBER: 200710170817 483
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 26 of 30
Debtor:
Secured Party:
Loan Documentation:
UCC Terms:
Collateral:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT
046512
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
A VST AR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VST AR FUEL SYSTEMS, INC., a Florida corporation
2001 OCT I 7 AM 9: 00
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof the "Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including
fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever
located; all Accounts, Chattel Paper, General Intangibles (including, intellectual property rights),
Documents and Instruments; all obligations which give rise to, evidence or relate to any right of Debtor
to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters of credit and the right to receive payment
thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other instruments,
documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in
favor ofDebtor, and all other debts, obligations and liabilities in whatever form now or hereafter owing
to Debtor from any person or entity, and all proceeds of any of the foregoing (collectively;
"Receivables"); all rights ofDebtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity
(collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC in effect on
the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or otherwise
and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with
all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on
account therein; all actions, causes of action and other claims of Debtor whether now existing or
hereafter arising; all books and records relating to any of the foregoing; and all proceeds, replacements
and products of, and additions and accessions to, any and all of the foregoing property, and, to the
extent not otherwise included, all proceeds of condemnation, casualty or other types of insurance
(whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty,
payable by reason of condemnation, loss or damage to or otherwise with respect to any of said property
(collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 27 of 30
EXHIBIT "B"
Specific List of Equipment
Equipment Discription
M-400 Mori Seki
M-400 Mori Seki
MV -40 Mori Seki
MV -40 Mori Seki
SL-25 Mori Seki
Sunnen Hone
Sunnen Hone
Okuma VMC60
0
+
en
U1
N
0
0
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 28 of 30
STATE OF FLORIDA UNIFORM COMMERCIAL CODE
FINANCING STATEMENT FORM
116417
2001 SEP 2 l AM 9: 00
A. NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON
Steven C. Elkin (954) 474-8000
B. SEND ACKNOWLEDGEMENT TO:
Name Steven C. Elkin
Address Frank, Weinberg & Black, P.L.
Address 7 805 S. W. 6th Court
Citv/State/Zip Plant at ion
FL 33324
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
NAME -INSERT ONLY ONE DEBTOR NAME - Do Not Abbreviate or Combine Names
3c.
& J National Enterprises, Inc.
!e. TYPEOFORGANIZA
corporation
CITY
55
4. This FINANCING STATEMENT covers the following collateral:
MIDDLE NAME
PARTY NAME
See Exhibit "A" attached for a description of the collateral.
5. ALTERNATE DESIGNATION(ifapplicable)
('i
LESSEE/LESSOR q CONSIGNEE/CONSIGNOR (: BAILEE/BAILOR
' .
C': T"
AG. LIEN ~ :
1
NON-UCC FILING
, -"f SELLER/BUYER
' ./
6. Florida DOCUMENTARY STAMP TAX - YOU ARE REQUIRED TO CHECK EXACfLY ONE BOX
1?..'1
t::J All documentary stamps due and payable or to become due and payable pursuant to s. 201.22 F.S., have been paid.
[?'\]
U Florida Documentary Stamp Tax is not required.
1. OPTIONAL FILER REFERENCE DATA
11120.052 ($3,<XX>,<XX>)
SUFFIX
SUFFIX
CODE COUNTRY
USA
STANDARD FORM- FORM UCC-1 (REV.I212001) Filing Office Copy
Approved by the Secretary of State, State of Florida
FILING NUMBER: 200709210755273
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 29 of 30
NAME OF FIRST DEBTOR: R & J National Enterprises, Inc.
Additional Debtors:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
Name:
Address:
Tax ID:
Type of Organization:
Jurisdiction:
Organization ID#:
A vstar Fuel Systems, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
corporation
Camtech Precision Manufacturing, Inc.
1365 Park Lane South, Jupiter, FL, 33458, USA
corporation
New York
0
0
Case 10-22760-PGH Doc 13-1 Filed 05/11/10 Page 30 of 30
Debtor:
Secured Party:
Loan Documentation:
UCCTerms:
Collateral:
EXHIBIT A
TO
t ' 6 4 11
UCC-1 FINANCING STATEMENT
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
A VST AR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VST AR FUEL SYSTEMS, INC., a Florida corporation
2001 SEP 21 AH 9 ~ 00
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications,
restatements or supplements thereto, the "Security Agreement"), entered into between Debtor and
Secured Party to secure Debtor's Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date
hereof (the "UCC") are used herein as so defined, unless the context requires a different meaning.
All of Debtor's right, title and interest in and to the following personal property, whether now owned
or existing or hereafter acquired or arising, together with any and all additions thereto and replacements
and proceeds thereof (collectively, the "Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including
fixtures), wherever located; all Accounts, Chattel Paper, General Intangibles (including, intellectual
property rights), Documents and Instruments; all obligations which give rise to, evidence or relate to
any right of Debtor to the payment of money or other forms of consideration of any kind or for any
reason (whether classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or
otherwise), including, without limitation, accounts receivable, letters of credit and the right to receive
payment thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts, or other
instruments, documents, rights to payment under any guaranty, indemnity, security agreement,
mortgage or lien in favor of Debtor, and all other debts, obligations and liabilities in whatever form
now or hereafter owing to Debtor from any person or entity, and all proceeds of any of the foregoing
(collectively, "Receivables"); all rights of Debtor arising under any now existing or hereafter entered
into agreement, lease, license, or other contractual arrangement between Debtor and any other person
or entity (collectively, "Contract Rights"); all Securities (as defined in Article 8 of the Florida UCC
in effect on the date hereof) of Debtor, whether certificated or uncertificated, whether equity, debt or
otherwise and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor,
together with all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit
deposited or on account therein; all actions, causes of action and other claims of Debtor whether now
existing or hereafter arising; all books and records relating to any of the foregoing; and all proceeds,
replacements and products of, and additions and accessions to, any and all ofthe foregoing property,
and, to the extent not otherwise included, all proceeds of condemnation, casualty or other types of
insurance (whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of condemnation, loss or damage to or otherwise with respect to any of
said property (collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform
Commercial Code of the State of Florida, as amended (the "Florida UCC") as in effect on the date
hereof, unless the context requires a different meaning.
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor.
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 1 of 48
SECURITY AGREEMENT
THIS SECURITY AGREEMENT is made and entered into as of the 18th day of September, 2007 by R & J National Enterprises,
Inc, a Florida corporation ("R&J"), Avstar Aircraft Accessories, Inc., a Florida corporation ("Aircraft"), Avstar Fuel Systems, Inc., a
Florida corporation ("Fuel"), and Camtech Precision Manufacturing, Inc., a New York corporation registered to conduct business in the
State of Florida ("Camtech"), each having its chief executive offices located at 1365 Park Lane South, Jupiter, Fl01ida 33458, in favor of
Regions Bank, having an office at 155 5 Palm Beach Lakes Boulevard, Suite 15 5, West Palm Beach, Florida 3340 I ("Secured Party").. R&J,
Aircraft, Fuel and Camtech are each and collectively referred to herein as "Debtor".
In consideration of and as an inducement to Secured Party making a loan to R&J in the principal amount of Four Hundred Fifty
Thousand and 00/100 Dollars ($450,000 .. 00), as evidenced by that certain Promissory Note of even date herewith in such amount (the
"Note"), which is guaranteed by Aircraft, Fuel and Camtech and to secure the payment and performance of the Note and of any and all
obligations and liabilities of Debtor to Secured Party, whether arising in connection with loans, advances, purchases, acquisitions, or other
extensions of credit made to or on behalf of Debtor or any other person for whom Debtor serves as surety or guarantor, and whether direct
or indirect, absolute or contingent, or now or hereafter existing, or due or to become due (collectively the "Obligations"), which loans,
advances, purchases, acquisitions, or extension of credit would not have been made but for the execution of this Agreement, the parties
hereto agree as follows:
Gnnt of Security Interest. To secure the payment of the Obligations and for other good and valuable consideration, receipt of which
is hereby acknowledged, Debtor does hereby grant to Secured Party a continuing security interest in, all of Debtor's right, title and interest
in and to the CollateraL
Collateral. The Collateral subject to this Agreement consists of all of the following whether now owned or existing or hereafter acquired
or arising (collectively, the "Collateral"): all InventOiy (including returned and repossessed items), wherever located; all Equipment
(including fixtures and those items set forth on Exhibit "B" attached hereto and incorporated herein), wherever located; all Accounts,
Chattel Paper, General Intangibles (including, intellectual property rights), Documents and Instruments; all obligations which give rise to,
evidence or relate to any right of Debtor to the payment of money or other forms of consideration of any kind or for any reason (whether
classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise), including, without limitation, accounts
receivable, letters of credit and the right to receive payment thereunder, tax refunds, insurance or condemnation proceeds, notes, drafts,
or other instruments, documents, rights to payment under any guaranty, indemnity, security agreement, mortgage or lien in favor of Debtor,
and all other debts, obligations and liabilities in whatever form now or hereafter owing to Debtor from any person or entity, and all proceeds
~ of any of the foregoing (collectively, "Receivables"); all rights of Debtor arising under any now existing or hereafter entered into agreement,
lease, license, or other contractual arrangement between Debtor and any other person or entity (collectively, "Contract Rights"); all
Securities (as defined in Article 8 of the Florida UCC in effect on the date hereof) of Debtor, whether certificated or uncertificated, whether
equity, debt or otherwise and whether or not publicly traded; all bank accounts and brokerage accounts of Debtor, together with all cash,
cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited or on account therein; all actions, causes of action and
other claims of Debtor whether now existing or hereafter arising; all books and records relating to any of the foregoing; and all proceeds,
replacements and products of, and additions and accessions to, any and all of the foregoing property, and, to the extent not otherwise
included, all proceeds of condemnation, casualty or other types of insurance (whether or not the Secured Party is the loss payee thereof),
or any indemnity, warranty or guaranty, payable by reason of condemnation, loss or damage to or otherwise with respect to any of said
property (collectively, "Proceeds"}. The Collateral shall also include all patents, trademarks, trade names and trade processes used by
Debtor and the goodwill of any business conducted by Debtor..
Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been given three (3)
business days after deposit in the mail, designated as certified mail, return receipt requested, postage-prepaid, or one ( 1) business day after
being entrusted to a reputable commercial overnight delivery service, addressed to the party to which such notice is directed at its address
as forth above. Any party hereto may change the address to which notices shall be directed under this Paragraph by giving three (3)
business days written notice of such change to the other parties
UCC Terms. All terms defined in the Uniform Commercial Code of the State of Florida, as amended (the "Florida U CC") as in effect
on the date hereofare used herein as so defined, unless the context requires a different meaning.
Trade Names/Predecessors of Debtor. The following are all trade names used by, and ail the names and addresses of all predecessors
in interest of, Debtor during the last five (5) years:
None
Terms and Conditions. Debtor further agrees to all of the terms and conditions attached hereto and incorporated herein by reference
WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT THEY OR ANY OTHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER OR ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT
! Rogions Bank\11120.052\security agt
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 2 of 48
IN WITNESS WHEREOF, the undersigned has executed this Agreement on the day and year first above written ..
Regions Bank\11120 052\security agt 2
R & J NATIONAL ENTERPRISES, INC.,
as Debtor
A VST AR AIRCRAFT ACCESSORIES, INC.,
as Debtor
.....
A VST AR FUEL SYSTEMS, INC.,
as Debtor
v.. /
/ . ' .. ----...

Ronaweavei,PreSident
CAMTECH PRECISION MANUFACTURING, INC.,
as Debtor
--- _,.. ... / ..
-f' 1
..--
Ronald Wea'JPf, President
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 3 of 48
Terms and Conditions
l. Perfection of Securitv Interest The security interest granted heteby shall at
all times be a valid and perfected first priority security interest enforceable against
Debtor and all third parties, securing the Obligations in accordance with the terms
of this Agreement
2. Further Assurances . Debtor agrees that it shall, from time to time, and at its
expense, promptly execute and deliver all instruments, documents and
assignments, and take all further action, that may be necessary or appropriate, or
that Secured Party may reasonably request, in order to perfect against Debtor and
all third parties, in any jurisdiction, and in order to protect and continue, any
security interest granted or purported to be granted hereby or to enable Secured
Party to exercise and enforce its rights and remedies hereunder with respect to any
Collateral, and shall promptly give to the Lender evidence satisfactory to Secured
Party of such action. Without limiting the generality of the foregoing, Debtor shall
(i) mark conspicuously each Document, Chattel Paper and Instrument, and, at the
request of Secured Party, each of its records pertaining to the Collateral, with a
legend, in form and substance satisfactory to Secured Party, indicating that such
Document, Chattel Paper, Instrument or Collateral is subjectto the security interest
granted hereby; (ii) upon the request of Secured Party, deliver and pledge to
Secured Party any promissory note, Instrument, Chattel Paper or Document
evidencing any Collateral and any certificate or instrument evidencing any
Security, duly endorsed and accompanied by duly executed instruments of transfer
or assignment, all in form and substance satisfactory to Secured Party; and
(iii) execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or appropriate,
or as Secured Party may request, in order to perfect and preserve the security
interest in all the Collateral granted or purported to be granted hereby. Debtor
hereby authorizes Secured Party to file one or more financing or continuation
statements, and amendments thereto, relating to all or any part ofthe Collateral
without the signature of Debtor where permitted by law Debtor shall, upon
request by Secured Party, deliver to Secured Party assignments, in form acceptable
to Secured Party, of specific Collateral or groups or types of Collateral, and of
monies due or to become due thereunder. Debtor shall furnish to Secured Party
from time to time statements and schedules further identifying and describing the
Collateral and such other reports and information in connection with the Collateral
as Secured Party may reasonably request, all in reasonable detail satisfactory to
Secured Party in its sole discretion
3. ~ Debtor shall, at its expense, maintain insurance in such amounts,
against such liabilities and such risks, in such form and with such insurers, as shall
be satisfactory to Secured Party from time to time .. Secured Party shall be named
as an additional insured with respect to each liability policy and as loss payee with
respect to each policy covering any part of the Collateral against fire, theft and
other risks .. Each such policy shall provide for not less than thirty (30} days notice
to Secured Party in the event of lapse, cancellation or material change, and Debtor
shall provide Secured Party with such certificates or other evidence of the
foregoing insurance as Secured Party may request from time to time. Debtor
hereby assigns, and directs each insurer to make payment to Secured Party of, the
proceeds of any policy covering any part of the Collateral. Debtor shall promptly
give written notice to Secured Party of any material loss, damage to or destruction
of the Collateral
4 lnspection: Books and Records. Debtor shall at all times keep accurate and
complete records of the Collateml, and, at Debtor's expense, at any time and
without hindrance or delay permit Secured Party to inspect the Collateral, and
inspect and make extracts from and copies of its books and records relating to the
Collateral and discuss with its principal officers and auditors its business,
procedures, assets, liabilities, financial positions, results of operations and business
prospects. Debtor shall keep its records concerning the Collateral at its chief
executive office or at such other location as shall have been notified to Secured
Party upon not less than thirty (30} days written notice
5. Maintenance of Collateral. Debtor, at its own expense, will maintain, keep
and preserve the Collateral in the ordinary course of business in good repair,
working order and condition (reasonable wear and tear excepted) and from time to
time make or cause to be made all needed and appropriate repairs, renewals,
replacements, additions, betterments and improvements thereto and will not waste
or destroy the Collateral or any part thereof and will not be negligent in the care
and use of any Collateral and will not use any Collateral in violation of applicable
law
6 Ownership and Liens Debtor shall maintain valid title to the Collateral free
and clear of any liens or encumbrances and shall not permit any financing
statement or other instrument sim i!ar in effect covering all or any part of the
Collateral to be filed or recorded
7. Taxes. Debtor shall promptly pay when due all property and other taxes,
assessmems and governmental charges or levies imposed upon, and all claims
against, the Collateral except to the extent the validity thereof is being contested
in good faith by Debtor
8.. Disposition of Collateral. Debtor shall not sell, lease. transfer, assign (by
operation of law or otherwise} or otherwise dispose of all or any part of the
Collateral, except for lmentol) in the ordinary course of business and for
replacement in the normal course of operations ..
Regions Ba:nk\11 120 OS2'.security agt 3
9 Chief Executive Office; Location of Collateml: T'rade Names. Debtor
represents, warrants and covenants that: (i} Debtor's chief executive office and the
books and records relating to the Collateral are located at Debtor's chief executive
office specified above; (ii} Debtor has not, within the last five (5} years, transacted
business under any trade names other than those specified herein or otherwise
notified to Secured Party in writing; and (iii} Debtor will not move its chief
executive office or such books and records, or transact business under any new
trade names, without giving Secured Party thirty (30) days prior written notice
thereof or without having taken all action required by Section 2 with respect to any
affected CollateraL
I 0 Collection of Receivables Except as otherwise provided in this Section,
Debtor shall continue to collect, at its own expense, all amounts due or to become
due Debtor under the Receivables. In connection with such collections, Debtor
may take (and, at Secured Party's direction, shall take) such action as Debtor or
Secured Party may deem necessary or advisable to enforce collection of the
Receivables; provided that Secured Party shall have the right at any time following
an Event of Default which remains following any applicable cure period, to notify
the account debtors or obligors under any Receivables of the assignment of such
Receivables to Secured Party and to direct such account debtors or obligors to
make payment of all amounts due or to become due to Debtor thereunder directly
to Secured Party and, upon such notification and at the expense of Debtor, to
enforce collection of any such Receivables, and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as Debtor
might have done.. After Debtor's uncured Event of Default referred to in the
proviso to the preceding sentence, (i) all amounts and proceeds (in whatever form)
received by Debtor in respect ofthe Receivables shall be received in trust for the
benefit of Secured Party, shall be segregated from other funds of Debtor and shall
be forthwith paid over to Secured Party in the same form as so received (with any
necessary endorsement) to be held as Collateral, and either (A) released to Debtor
so long as no default shall have occurred and be continuing, or (B) if a default shall
have occurred and be continuing, applied as against the Obligations in such order
as Secured Party shall elect in its sole discretion, and (ii) Debtor shall not adjust,
settle or compromise the amount or payment of any Receivable, or release wholly
or partly any account debtor or obligor thereof. or allow any credit or discount
thereon without the prior written consent of Secured Party. Debtor hereby appoints
any officer or agent of Secured Party as Debtor's true and lawful attorney-in-fact,
after the occurrence of an event of default, with power to endorse the name of
Debtor upon any notices, checks, drafts, money orders or other instruments of
payment or Collateral which may come into possession of Secured Party; to sign
and endorse the name of Debtor upon any invoices, freight or express bills, bills
of lading, stored or warehouse receipts, drafts against account debtors,
assignments, verifications and notices in connection with accounts; and to give
written notice to such office and officials of the United States Postal Service to
effect such change or changes of address so that all mail addressed to Debtor may
be delivered directly to Secured Party (Secured Party will return all mail not related
to the Obligations or the Collateral); granting unto Debtor's said attorney full
power to do any and all things necessary to be done with respect to the above
transaction as fully and effectively as Debtor might or could do so, and hereby
ratifying all its said attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney shall be irrevocable for the term of this Agreement and all
transactions hereunder.
II Secured Party's Duties and Powers lfDebtor fails to perform any covenant
or agreement contained herein, Secured Party may after notice (but shall not be
obligated to) perform, or cause performance o f ~ such covenant or agreement, and
the expenses of Secured Party incurred in connection therewith shall be payable by
Debtor.. The powers conferred on Secured Party hereunder are solely to protect
Secured Party's interest in the Collateral and shall not impose any duty upon
Secured Party to exercise any such powers. Except for the safe custody ofany
Collateral in its possession and the accounting for moneys actually received by it
hereunder, Secured Party shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral
12.. Default. In the event that Debtor shall fail to pay any amounts due under the
Note within any grace period or there shall occur a default under the Note and such
failure or default shall not have been cured within any grace period applicable
thereto; or Debtor shall fail to pay any other Obligations when due or there shall
occur a defaui! under any other Obligations and such fui!ure or default shall not
have been cured within any grace period applicable thereto; or Debtor shall fail to
pay any other amount owed to Secured Party when due or there shall occur a
default under any other contract, instrument or agreement with Secured Party and
such failure or default shall not have been cured within any grace period
applicable thereto; or Debtor shall fail to observe or perform any of the other
material covenants, agreements or conditions contained in this Agreement and such
default shall continue for ten ( 1 0) days after written notice thereof is given by
Secured Party to Debtor; or any representation or warranty made by Debtor herein
shall prove to have been false in any material respect as of the time when made or
given; or Debtor shall become insolvent or take or fail to take any action which
constitutes an admission ofinability to pay its debts as they mature; or Debtor shall
make an assignment for the benefit of creditors, file a petition in bankruptcy,
petition or apply to any tribunal for the appointment of a custodian, receiver or any
trustee for Debtor or a substantial part of its respective assets, or shall commence
any proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law or statute of any jurisdiction, whether now
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 4 of 48
or hereafter in effect which is not dismissed within sixty (60) days of filing; or if
there shall have been filed any such petition or application, or any such proceeding
shall have been commenced against Debtor, in which an order for relief is entered
or which remains undismissed for a period of sixty (60) days or more; or Debtor
by any act or omission sha II indicate its consent to, approval of or acquiescence in
any such petition, application or proceeding or order for relief or the appointment
of a custodian, receiver or any trustee for it or any substantial part of any of its
properties, or shall suffer any such custodianship, receivership or trusteeship to
continue undischarged for a period of sixty (60) days or more; or Debtor shall
adopt a plan of liquidation of its assets; or Debtor shall liquidate or dissolve, or
merge into or consolidate with or into any other corporation or entity, if such
merger or consolidation would result in a material change in the nature of Debtor's
business as currently conducted (each of the foregoing being hereinafter referred
to as a "Default"), then Secured Party may declare all Obligations immediately due
and payable, whether or not such Obligations would be due and payable under the
terms thereof; and may exercise any and all rights and remedies provided by this
Agreement, by the Florida UCC, in Jaw or at equity, including the right to obtain
an injunction against Debtor or a decree of specific performance
13 Set-Oft In addition to any other rights or remedies of Secured Party
hereunder, Secured Party may at any time and from time to time, without demand
or notice, set off against and apply any accounts, items and monies in the
possession of Secured Party or payable by Secured Party to Debtor to the
Obligations when and as due and payable
14 Repossession of Collateral. After a Default, Secured Party may at any time
and from time to time, with or without judicial process or the aid or assistance of
others, enter upon any premises in which Collateral may be located and, without
resistance or interference by Debtor, take physical possession of any items of
Collateral and maintain such possession on Debtor's premises or move the same
or any part thereof to such other places as Secured Party shall choose without being
liable to Debtor on account of any losses, damage or depreciation that may occur
as a result thereof so long as Secured Party shall act reasonably and in good faith,
dispose of all or any part of the Collateral on any premises of Debtor, require
Debtor to assemble and make a>ailable to Secured Party at the expense of Debtor
all or any part of the Collateral at any place and time designated by Secured Party
or to remove all or any part of the Collateral from any premises in which any part
may be located for the purpose of effecting sale or other disposition thereof
15 Marshaling. etc. Secured Party shall not be required to make any demand
upon or pursue or exhaust any of its rights or remedies against Debtor or others
with respect to the payment of the Obligations, and shall not be required to
marshall the Collateral or to resort to the Collateral in any particular order and all
of the rights of Secured Party hereunder shall be cumulative .. To the extent that it
lawfully may, Debtor hereby agrees to waive, and does hereby absolutely and
irrevocably waive and relinquish the benefit and advantage of, and does hereby
covenant not to assert against Secured Party, any valuation, stay, appraisement,
extension or redemption laws now existing or which may hereafter exist which, but
for this provision, might be applicable to any sale made under the judgment, order
or decree of any court, or privately under the power of sale conferred by this
Agreement or in respect ofthe Collateral. To the extent it lawfully may, without
limiting the generality of the foregoing, Debtor hereby agrees that it will not invoke
or utilize any law which might cause delay in, or impede, the enforcement of
Secured Party's rights under this Agreement, and hereby waives the same.
16 ~ - Any item of the Collateral may be sold for cash or other value in any
number of lots at public auction or private sale without demand or notice
(excepting only that Secured Party shall give Debtor fifteen (15) days prior written
notice of the time and place of any public sale, or the time after which a private
sale may be made, which notice each of Debtor and Secured Party hereby agrees
to be reasonable) At any sale or sales of the Collateral (except at private sale)
Secured Party may bid for and purchase the whole or any part of the property and
rights so sold and upon compliance with the terms of such sale may hold, exploit,
and dispose of such property and rights without further accountability to Debtor
except for the proceeds of such sale or sales .. Debtor will execute and deliver, or
cause to be executed and delivered, such instruments, documents, registration
statements, assignments, waivers, certificates and affidavits, and supply or cause
to be supplied such further information and take such further action as Secured
Party shall require in connection with such sale
, 1 Application of Proceeds. The proceeds of aH sales and collections
hereunder, and any other moneys (including any cash contained in the Collateral)
the application of which is not otherwise herein provided for, shall be applied
against the Obligations in such order as Secured Party shall elect in its sole
discretion
18 Course of Dealing. No course of dealing between Debtor and Secured Party
shall operate as a waiver of any rights of Secured Party under this Agreement or
in respect of the Collateral or the Obligations. No delay or omission on the part of
Secured Party in exerdsing any right under this Agreement in respect of the
Collateral or any Obligations shall operate as a waiver of such right or any other
right hereunder. A waiver on any one occasion shall not be construed as a bar to
waiver of any right and/or remedy on any future occasion No waiver shall be
effective unless it is in writing and signed by Secured Party
19 Discharge If Debtor shall absolutely and irrevocably pay in full and satisfy
Regions Bauk\11120.052\securiry agt 4
the Obligations, then this Agreement and the rights hereby granted shall cease and
be void, and at the request of Debtor, and at its expense, Secured Party shall release
and discharge all of the Collateral without recourse against Secured Party and to
that end shall execute and deliver to Debtor, at Debtor's own expense, such
releases, reassignments, and other documents (or cause the same to be done) as
Debtor shall reasonably request, and Secured Party shall pay over to Debtor any
money and deliver to it any other property then held by it as Collateral (or cause
the same to be done). The receipt of Debtor for the Collateral so delivered shall
be a complete and full acquittance therefor, and Secured Party shall thereafter be
discharged from any liability or responsibility therefor
20. No Waiver: Cumulative Remedies .. No failure on the part of Secured Party
to exercise, and no delay on the part of Secured Party in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or remedy by Secured Party preclude
any other or further exercise thereof or the exercise of any other right, power or
remedy .. All remedies hereunder are cumulative and are not exclusive of any other
remedies that may be available to Secured Party, whether at law, in equity or
otherwise. Debtor hereby waives any right Debtor may have to cause Secured
Party to choose any remedy and pursue such remedy to fruition, and agrees and
consents that Secured Party may simultaneously and contemporaneously pursue
two or more of the several remedies available to Secured Party, all of which are
agreed to be concurrent and not alternative in any way
21. Expenses and Indemnitv. Debtor shall upon demand pay to Secured Party
the amount of any and all reasonable expenses, including without limitation, the
reasonable fees and disbursements of Secured Party's counsel and of any experts
and agents, which Secured Party may incur in connection with the preparation
(which has or will be collecting at the closing of this facility), administration and
enforcement of this Agreement, or the sale of, collection from, or other realization
upon, any ofthe Collatera 1, or the exercise or enforcement of any of the rights of
Secured Party hereunder, or the failure by Debtor to perform or observe any of the
provisions hereof: Debtor further agrees to assume liability for and does hereby
agree to indemnify, protect, save and keep harmless Secured Party and its agents
and servants, from and against any and all liabilities, claims, losses, obligations,
damages, penalties, actions, and suits of whatsoever kind and nature imposed on,
incurred by or asserted against Secured Party or its agents and servants, in any way
relating to or growing out of this Agreement or the Collateral (including, without
limitation, enforcement of this Agreement or disposition ofthe Collateral), except
claims, losses or liabilities resulting solely from Secured Party's gross negligence
or willful misconduct
22 Bankruptcv The parties agree that Debtor has substantial duties of
performance apart from its mere financial obligations under this Agreement, the
Note and the other Loan Documents and that parties other than the Debtor could
not adequately and fully perform the covenants to be performed by the Debtor in
this Agreement. The parties also agree that this Agreement is an agreement for the
making of loans and for the extending of debt financing or financial
accommodations. No assumption of or assignment of this Agreement shall be
allowed in bankruptcy. Should an assumption of or assignment of this Agreement
be permitted in violation of this covenant, the parties agree that Secured Party will
not have adequate assurance of performance unless and until Secured Party is
allowed access to adequate financial and other information to satisfy itself that the
trustee or proposed assignee is fully able to assume the financial and persona 1
covenants of Debtor under this Agreement, in full accordance with its terms, and
that sufficient collateral is pledged and sufficient bonds or letters of credit are
posted by the bankruptcy trustee or proposed assignee to guarantee performance
of such obligations.. The parties further agree that the definition of the term
"adequate assurance" as set forth in Section 365(b)(3) of the Bankruptcy Code of
1978, as amended, shall be applicable directly or by analogy to any determination
of adequate assurance in connection with this Agreement. In addition, if at any
time payment of any amounts paid under any of the Loan Documents is rescinded
or must otherwise be restored or returned by Secured Party upon the insolvency,
bankruptcy or reorganization of Debtor or under any other circumstances, this
Agreement and the other Loan Documents shall continue to be effective or shall
(if previously terminated) be reinstated, as the case may be, as if such payment had
not been made, notwithstanding the release of this Agreement or any other Loan
Document of public record
23 Miscellaneous. The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other term or provision
hereof This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida and shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns. Neither this Agreement nor any
term hereof may be amended orally, nor may any provision hereof be waived
orally but only by an instrument in writing signed by Secured Party and, in the case
of an amendment, by Debtor and any such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. This
Agreement shall be governed by and construed in accordance with the law of the
State of Florida .. Jurisdiction and venue shall be in Palm Beach County, Florida
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such separate counterparts shall together
constitute but one and the same instrument Each party acknowledges that it has
reviewed this Agreement, and the parties hereby agree that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement.
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 5 of 48
Debtor-:
Secured Party:
Loan Documentation:
UCCTerms:
Collater-al:
EXHIBIT A
TO
UCC-1 FINANCING STATEMENT'
R & J NATIONAL ENTERPRISES, INC., a Florida corporation
AVSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation
A VSl AR FUEL SYSTEMS, INC., a Florida corporation
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct business in the State
of Florida
REGIONS BANK
Security Agreement dated as of September 18, 2007 (together with any amendments, modifications, restatements or
supplements thereto, the "Security Agreement"), entered into between Debtor and Secured Party to secure Debtor's
Obligations to Secured Party under the Security Agreement.
All terms defined in the Uniform Commercial Code as in effect in the State of Florida on the date hereof(the "UCC") are
used herein as so defined, unless the context requires a different meaning ..
All ofDebtor's right, title and interest in and to the following personal property, whethernow owned or existing or hereafter
acquired or arising, together with any and all additions thereto and replacements and proceeds thereof (collectively, ~ h e
"Collateral"):
All Inventory (including returned and repossessed items), wherever located; all Equipment (including fixtures and those
items set forth on Exhibit "B" attached hereto and incorporated herein), wherever located; all Accounts, Chattel Paper,
General intangibles (including, intellectual property rights), Documents and Instruments; all obligations which give rise
to, evidence or relate to any right of Debtor to the payment of money or other forms of consideration of any kind or for
any reason (whether classified under the Florida UCC as Accounts, Chattel Paper, General Intangibles, or otherwise),
including, without limitation, accounts receivable, letters ofcredit and the right to receive payment thereunder, tax refunds,
insurance or condemnation proceeds, notes, drafts, or other instruments, documents, rights to payment under any guaranty,
indemnity, security agreement, mortgage or lien in favor of Debtor, and all other debts, obligations and liabilities in
whatever form now or hereafter owing to Debtor from any person or entity, and all proceeds of any of the foregoing
(collectively, "Receivables"); all rights ofDebtor arising under any now existing or hereafter entered into agreement, lease,
license, or other contractual arrangement between Debtor and any other person or entity (collectively, "Contract Rights");
all Securities (as defined in Article 8 of the Florida UCC in effect on the date hereof) of Debtor, whether certificated or
uncertificated, whether equity, debt or otherwise and whether or not publicly traded; all bank accounts and brokerage
accounts of Debtor, together with all cash, cash equivalents, notes, bonds, treasury bills and certificates of deposit deposited
or on account therein; all actions, causes of action and other claims of Debtor whether now existing or hereafter arising;
all books and records relating to any of the foregoing; and all proceeds, replacements and pmducts o f ~ and additions and
accessions to, any and all of the foregoing property, and, to the extent not otherwise included, all proceeds of
condemnation, casualty or other types of insurance (whether or not the Secured Party is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of condemnation, loss or damage to or otherwise with respect to any
of said property (collectively, "Proceeds").
All terms defined above shall have the meanings ascribed to such terms pursuant to the Uniform Commercial Code ofthe
State of Florida, as amended (the "Florida UCC") as in effect on the date hereof, unless the context requires a different
meaning ..
This Financing Statement also covers all patents, trademarks, trade names and trade processes used by Debtor and the
goodwill of any business conducted by Debtor
Regions Bank\11120.052\security agt 5
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 6 of 48
i
EXHIBIT"Jr
Specific List of Equipment
Equipment Used* Serial# Purchase Date FMV($)
Identification/Manufacturer/Model
Haas STR160H Indexing Table 901933 2007 35,000
Mitutoyo Contracer CV-31 OOH4 610109 2006 35,000
Superflow SF-600 Test Rig 7337 2007 12,000
nspection Room N/A 2007 12,000
Staley 37837 Turbine Fuel System Test 488 2006 185,000
Staley D37838A Power Turbine Governor 766 2006 15,000
Bench
Stromberg A30083-6 Aircraft Carburetor Test

25 2006 15,000
Bench
Stromberg 395091 Aircraft Carburetor Test

677 2006 10,000
13ench
Meriam A-775 Orifice Comparator S-1315 2005 5,000
Woodward Propellor Governor Test Bench N/A 2000 20,000
HA113-1 Hydraulic Pump Test Stand HA431 2000 15,000
Western Skyways WS200U Fuel Injection

2006 2000 45,000
Servo Test Bench
Magnaflux ZA-1227CW Dye Penetrant Test N/A 2007 14,000
Facilitv
Qualdraw lie Downdraft Paint Bench 97412 2005 5,000
Crest 2800HTA Ultrasonic Cleaning Tank 28H573426 2004 2,500
2800HTA Ultrasonic Cleaning Tank 28H548208 2005 2,500
Clean-0-Matic Mineral Spirits N/A 2006 1,250
Cleaninq Tank
Parts Cleaner N/A 2001 2,500
Maxi mat V1 0-P Lathe

7405342Z 2006 12,000
il\tlas Lathe

UJ3351 2006 2,500
H_ardinge D51-59 Lathe

N/A 2003 12,500
Dolphin Marine & Machine Turret Milling

504962 2002 5,000
Machines
Dexon RDM-270F Drill Press 59395 2006 1,500
Modular Office Furniture N/A 2007 35,000
1/\[ork Benches N/A 2007 10,000
Castinq Permenant Molds NiA 2007
sn nnn
uuuu
Stamping Dies N/A 2000 25,000
Machining Fixtures N/A 2007 16,000
* Indicates a used item of equipment on the 601,250
Purchase Date
Regions Bank"' 11120 .052\security agt 6
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 7 of 48
CROSS DEFAULT AND CROSS COLLATERALIZATION AGREEMENT
THIS CROSS DEFAULT AND CROSS COLLATERALIZATION AGREEMENT is dated as of
September 18,2007, by R & J NATIONAL ENTERPRISES, INC., a Florida corporation (the "Bormwer"),
and CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct
business in the State of Florida, AVSTAR AIRCRAFT ACCESSORIES, INC., a Florida corporation,
A VST AR FUEL SYSTEMS, INC .. , a Florida corporation, and RONALD WEAVER and JACQUELINE
WEAVER (collectively, the "Guarantors") in favor of REGIONS BANK (the "Lender"}.
WITNESSETH:
WHEREAS, the Lender has heretofore made loans and advances to the Borrower which have been
personally guaranteed by the Guarantors, and may hereafter make additional loans, advances, and other
extensions of credit to the Borrower and/or the Guarantors; and
WHEREAS, the Lender is unwilling to extend or continue credit to the Borrower unless the Borrower
and the Guarantors agree to provide additional security by cross defaulting and cross collateralizing all
existing, proposed, and future loans, advances, extensions of credit and guarantees;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged, including the inducement of the Lender, in its sole discretion, to extend credit or to continue
existing financial accommodations to the Borrower, it is agreed as follows:
1.. Definitions.. As used in this Agreement:
"Obligation" means any liability, indebtedness, or obligation ofthe Bonower or any of the
Guarantors to the Lender of every kind and nature, whether now existing or hereafter arising, whether created
directly or acquired by assignment, whether matured or unmatured, and any cost or expense including
reasonable attorneys' fees incurred in the collection or enforcement of any such Obligation; and
"Security Agreement" means any existing or future agreement between the Borrower and the
Lender, or between any Guarantor and the Lender, which creates or provides for a security interest in or lien
upon any of the assets or property (tangible or intangible, real or personal) of the Borrower or any Guarantor,
and any existing or future personal guarantees executed by the Borrower and any of the Guarantors in favor
of the Lender, as such agreements have been or may be amended, restated, supplemented or otherwise
modified from time to time ..
2.. Cross-Collateralization.. All collateral s u ~ j e c t to a security interest or lien of the Lender
pursuant to any or all of the Security Agreements shall secure any and all Obligations, and any proceeds of
any collateral may be applied to any of the Obligations as the Lender may see fit, s u ~ j e c t to applicable law.
3. Cross Default .. In addition to and not in substitution for any provisions in any of the Security
Agreements evidencing Obligations, it is agreed that any default in payment or other breach by the Bonower
or any Guarantor under any Security Agreement shall constitute a default under each Security Agreement,
all promissory notes related thereto and under each Obligation ..
4.. Effect on Other Agreements. This Agreement shall constitute an amendment of each Security
Agreement now or hereafter executed, shall be in addition to, and not in substitution for, any provisions of
any Security Agreement or Obligation, and shall not otherwise limit or affect the rights and remedies of the
Lender under any Security Agreement or Obligation ..
Regions Bank\11120.052\cross default & collateralization agt
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 8 of 48
5.. Future Loans .. The Lender may, in its sole and absolute discretion, make additional loans and
other financing accommodations to the Borrower and any Guarantor, all of which will be sul:>ject to the terms
of this Agreement
6.. No Other Understandings .. The Borrower and the Guarantors acknowledge that there are no
other agreements or understandings, oral or written, affecting this Agreement Nothing in this Agreement
shall be considered a waiver by the Lender of any existing or future defaults by the Borrower or any
Guarantor under any Security Agreement or Obligation.
7.. Governing Law. This Agreement shall be governed by the internal laws of the State of
Florida.. Jurisdiction and venue shall be in Palm Beach County, Florida; provided, however, that, in the
Lender's sole discretion, jurisdiction and venue may be in such other county in Florida in which the Borrower
or any Guarantor has substantial assets ..
8.. Waiver of Jury TriaL THE BORROWER AND THE GUARANTORS HEREBY
KNOWINGLY, VOLUNTARJL Y AND INTENTIONALLY WAIVE THE RJGHTTO A TRJAL BY JURY
INRESPECTTOANYLITIGATIONBASEDONTHISAGREEMENT, ORARJSINGOUTOF, UNDER,
OR IN CONNECTION WITH, ANY SECURJTY AGREEMENT OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRJTTEN), OR ACTIONS OF ANY
OF THE LENDER, THE BORROWER, ANY GUARANTOR OR ANY OTHER PERSON .. THIS WAIVER
OF TRIAL BY JURY PROVISION IS A MATERJAL INDUCEMENT FOR THE LENDER TO ENTER
INTO THIS AGREEMENT, THE SECURITY AGREEMENTS AND ANY OTHER DOCUMENT IN
CONNECTION WITH THE OBLIGATIONS ..
[Remainder of page intentionally left blank]
Regions Bank\11120 .. 052\cross default & collateralization agt 2
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 9 of 48
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
set forth above.
R & J NATIONAL ENTERPRISES, INC.


CAMTECH PRECISION MANUFACTURING, INC..
AVSTAR AIRCRAFT ACCESSORIES, INC..


AVSTAR FUEL SYSTEMS, INC.

Ronald W ea r, President
Regions Bank\11120. 052\cross default & collateralization agt 3
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 10 of 48
CONTINUING GUARANTY
FOR VALUABLE CONSIDERATION, the undersigned (the "Guarantor") for itself, its
successors and assigns, unconditionally guarantees to REGIONS BANK (the "Lender") and its
successors, participants, endorsees and/or assigns, the due performance and full and prompt payment,
whether at maturity, by acceleration, or otherwise, of any and all obligations and indebtedness ofR
& J National Enterprises, Inc .. , a Florida corporation, (the "Borrower") to Lender, including, but not
limited to, a loan from Lender to Borrower in the sum of FOUR HUNDRED FIFTY THOUSAND
AND 00/100 DOLLARS ($450,000 .. 00) (the "Loan"), evidenced by that certain promissory note for
said amount from Borrower in favor of Lender (the "Note") dated September 18, 2007 ..
The word "indebtedness" is used herein in its most comprehensive sense and includes any and
all advances, debts, obligations and liabilities of Borrower, heretofore, now, or hereafter made,
incurred, or created, whether voluntary or involuntary, and however arising, whether due or not,
absolute or contingent, liquidated ornonliquidated, and whether Borrower may be liable individually,
or jointly with others, or whether recovery upon such indebtedness may be or hereafter becomes
barred by any statute of limitations, or whether such indebtedness may be or hereafter becomes
otherwise unenforceable .. This is a Continuing Guaranty relating to said indebtedness, including that
indebtedness arising under subsequent or successive transactions between Borrower and Lender and
is not limited as to amount
The obligations hereunder are joint and several and independent of the obligations of
Borrower, and a separate action or actions may be brought and prosecuted against Guarantor, whether
or not action is brought against Borrower, and Borrower may be joined in any such action or actions.
If separate guaranties of the Borrower's indebtedness to Lender are executed by other guarantors, the
obligations of Guarantor hereunder shall be joint and several with those of the other guarantors and
may be enforced regardless of the enforcement of other guaranties. This is a guaranty of payment and
not of collection.
Guarantor acknowledges and agrees with Lender that each indebtedness is a valid and binding
obligation of Borrower.. Guarantor authorizes Lender, without demand but with notice, and without
affecting its liability hereunder, from time to time, and on any number of occasions, to (a) renew,
amend, compromise, extend, accelerate, reinstate, or otherwise change the time for payment of, or
otherwise change the terms of, the indebtedness or any part thereof, including increasing or decreasing
the interest rate thereon; (b) take and hold security for the payment of this Continuing Guaranty or
the indebtedness, and exchange, enforce, waive and release any such security; (c) apply such security
and direct the order or manner of sale thereof as Lender in its discretion may elect from time to time;
and (d) release or substitute any one or more of the endorsers or guarantors. Guarantor acknowledges
and agrees that no act or omission of any kind by Lender, including, but not limited to, the failure to
take or perfect a security interest in any security for the indebtedness shall affect or impair this
Continuing Guaranty, and the Lender shall have no duties with respect thereof to Guarantor unless
due to any wanton or intentional actions of Lender .. Lender may assign this Continuing Guaranty in
whole or in part at any time, and shall provide notice of such assignment to Guarantor.
Regions Bank\11120.052\guaranty Avstar Fuel
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 11 of 48
Guarantor waives any right to require Lender to (a) proceed against Borrower or any other
guarantor; (b) proceed against or exhaust any security held from Borrower; or (c) pursue any other
remedy whatsoever available to Lender. Guarantor waives any defense arising by reason of any
disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of
Borrower's liability or by reason of Lender releasing any security held from Borrower. Until all of
Borrower's indebtedness to Lender shall have been paid in full, Guarantor shall have no right of
subrogation, and Guarantor waives any right to enforce any remedy that Lender now has or may
hereafter have against Borrower, and shall waive any benefit o f ~ and any right to participate in, any
security now or hereafter held by Lender.. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of dishonor, and notices of acceptance of
this Continuing Guaranty and of the existence, creation, or incurrence of new or additional indebted-
ness and all other defenses to any action or proceeding to enforce this Continuing Guaranty, except
the single defense that the sum claimed has actually been paid to Lender. Guarantor covenants to
cause Borrower to maintain and preserve the enforceability of any instruments now or hereafter
executed in favor of Lender and to take no affirmative action of any kind that might be the basis for
a claim that Guarantor has any defense hereunder other than payment in full of all Borrower's indebt-
edness to Lender. Guarantor hereby indemnifies Lender against any loss, cost, or expense by reason
of the assertion by Guarantor of any defense hereunder based upon any such action or inaction of
Borrower. Guarantor waives any right or claim of right to cause a marshalling of the Borrower's
assets. No delay on the part of Lender in the exercise of any right, power or privilege under the tenns
of any documentation between Lender and Borrower or under this Continuing Guaranty shall operate
as a waiver of any such privilege, power or right
In addition to all liens upon, and rights to setoff against, the monies, securities or other
property of Guarantor given to Lender by law, Guarantor agrees that Lender shall have a lien upon,
and a right to setoff against, all monies, securities, and other property of Guarantor now or hereafter
in possession of or on deposit with Lender, whether held in a general or special accowt of deposit,
or for safekeeping or otherwise; and, every such lien and right to setoff may be exercised without
demand upon or notice to Guarantor .. No lien or right to setoff shall be deemed to have been waived
by any act or conduct on the part of Lender, or by any neglect to exercise such right to setoff or to
enforce such lien, or by any delay in so doing; and every right to setoff and lien shall continue in full
force and effect until such right to setoff or lien is specifically waived or released by an instrument
in writing executed by Lender ..
Guarantor acknowledges and agrees with Lender that any and all indebtedness of Borrower
now or hereafter held by Guarantor is hereby subordinated to the indebtedness ofBorrower to Lender;
and such indebtedness of Borrower to Guarantor, if Lender so requests, shall be collected, enforced
and received by Guarantor as trustees for Lender and be paid over to Lender on account of the
indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of
Guarantor under the other provisions of this Continuing Guaranty ..
Guarantor agrees to pay all attorneys' and paralegals' fees and all other costs and expenses that
may be incuned or expended by Lender in the enforcement of Borrower's obligations and of this
Continuing Guaranty upon any default, whether suit be brought or not, and if suit is brought, then for
all services in trial and appellate courts.
Regions Bank\11120 052\guaranty Avstar Fuel
-2-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 12 of 48
Upon default of Borrower in any of its obligations or liabilities to Lender, or if Borrower or
Guarantor shall become insolvent or make an assignment for the benefit of creditors, or if a petition
in bankruptcy or for corporate reorganization or for an arrangement be filed by or against Borrower
or Guarantor (and, if filed against Borrower or Guarantor, is not released or dismissed within thirty
(30) days of filing), or if there is the appointment of a receiver for Borrower or for Guarantor or their
property which is not released or dismissed within thirty (30) days of filing, or if a judgment is
obtained or warrant of attachment issued against Borrower or Guarantor which is not released or
dismissed within thirty (30) days of filing, all of the indebtedness, shall, without notice or demand,
at the option of Lender, become immediately due and payable and shall be paid forthwith by
Guarantor.
If the Borrower is a corporation or a partnership, it shall not be necessary for the Lender to
inquire into the existence or powers of the Borrower, or the officers, directors, partners, or agents
acting or purporting to act on the Borrower's behalf, and any indebtedness made or created upon the
professed exercise of such existence or powers shall be guaranteed hereunder ..
Guarantor hereby submits to the jurisdiction of the state and federal courts in the State of
Florida for purposes of any action arising from or growing out of this Continuing Guaranty, and
further agrees that the venue of any action may be laid in Pahn Beach County or, if applicable, any
other County in the State of Florida in which real property which secures any of the indebtedness is
located. Nothing contained in this Continuing Guaranty, however, shall be deemed to constitute, or
to imply the existence of, any agreement by Lender to bring any action only in said courts or to restrict
in any way any of Lender's remedies or rights to enforce the terrns of this Continuing Guaranty as,
when and where Lender shall deem appropriate, in its sole discretion.
Notwithstanding any provision herein or in any instrument now or hereafter evidencing said
indebtedness, the total liability for payments in the nature of interest under this Continuing Guaranty
shall not exceed the limits imposed from time to time by applicable usury laws.. This Continuing
Guaranty shall be accepted at the offices ofLender in West Palm Beach, Florida, and for all purposes,
be governed by and construed with the laws of the State of Florida.
Guarantor acknowledges that Lender has been induced by this Continuing Guaranty to extend
the credit to Borrower creating the indebtedness, and that Lender would not have extended said credit
without this Continuing Guaranty, and this Continuing Guaranty shall, without further reference or
assignment, pass to, and may be relied upon and enforced by, any successor or participant or assignee
of Lender.
No amounts paid under this Continuing Guarancy shall in any way or at any time entitle
Guarantor to any right, claim or cause of action against the Borrower, or to any right, title or interest
in or to any of the indebtedness or any rights of the Lender, or in or to any instruments or documents
evidencing or securing or concerning the indebtedness, and Guarantor hereby waives, for the benefit
of the Lender and the Borrower, any and all such rights (whether arising by way of subrogation,
exoneration, reimbursement, participation, assignment, judicial decision, statute, constitutional
provision, or otherwise) which Guarantor might otherwise have had in the absence of this waiver and
which would have otherwise entitled Guarantor to be a "creditor" of the Borrower under the
Regions Bank\11120.052\guaranty Avstar Fuel
-3-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 13 of 48
provisions of the U.S .. Bankruptcy Code (Title 11, U.S. Code) or any other bankruptcy or insolvency
law ..
Guarantor agrees that this Continuing Guaranty shall continue to be effective or shall be
reinstated, as the case may be, at any time payment, or any part thereof, of principal or interest
charges, or other related expenses of the obligations, are rescinded or otherwise forgiven by Lender
upon the bankruptcy or reorganization of Borrower or Guarantor.
At Lender's request, Guarantor shall :furnish to Lender a copy of all state and federal income
tax returns within thirty (30) days of filing the same ..
This Continuing Guaranty may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute but one instrument.
Each provision hereof is intended to be severable, and the invalidity or illegality of any portion
of this Continuing Guaranty shall not affect the validity or legality of the remainder hereof.
LENDER BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY
VOLUNT ARJLY, KNOWINGLY AND IN1ENTIONALL Y WAIVES ANY AND AIL RIGHTS
TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS
GUARANTYORCONCERNINGTHEINDEBTEDNESSAND/ORCOLLATERALTHEREFOR
ORPERTAININGTOANYTRANSACTIONRELATEDTOORCONTE:MPLATEDTHEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY
CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES
THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE LENDER IN
EXTENDING CREDIT TO THE BORROWER, THAT THE LENDER WOULD NOT HAVE
EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT SUCH
GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN
OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY
TRIAL WAIVER AND UNDERSTAND THE LEGAL EFFECT OF THIS WAIVER.
Regions Bank\11120.052\guaranty- Avstar Fuel -4-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 14 of 48
IN WllNESS WHEREOF, the undersigned has executed this Continuing Guaranty on the
date set forth below, to be effective on the date of the Note ..
STATEOFFLORIDA )
'7; ) SS:
AVSTAR FUEL SYSTEMS, INC.

Ronald President
FEI number:
----
Executed on: September 18, 2007
COUNTY OFf/;//,.,_, t,':J.g;,tL.)
,- -
The foregoing instrument was acknowledged before me thisL f 'day of September, 2007 by
Ronald Weaver, as President of A vstar Fuel Systems, Inc. He(tZ] is personally known to me or [ ] has

produced a Florida driver's license or \ --a:. ,.
My Commission Expires: %'.
l')Iefaiy )?tiblic - Stale of Florida

Regions Bank\11120 .052\guaranty A vstar Fuel
-5-
_,.,.. .'
PHIUP H. WARD. Ill
MY COMMISSION# DD 516514
EXPIRES: February 9, 2010
! Booded Thru Notary Public Underwnters
I 'nt''
L--.... - ....
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 15 of 48
CONTINUING GUARANTY
FOR VALUABLE CONSIDERATION, the undersigned (the "Guarantor") for i t s e l f ~ its
successors and assigns, unconditionally guarantees to REGIONS BANK (the "Lender") and its
successors, participants, endorsees and/or assigns, the due perfonnance and full and prompt payment,
whether at maturity, by acceleration, or otherwise, of any and all obligations and indebtedness ofR
& J National Enterprises, Inc., a Florida corporation, (the "Borrower") to Lender, including, but not
limited to, a loan from Lender to Borrower in the sum of FOUR HUNDRED FIFTY THOUSAND
AND 00/100 DOLLARS ($450,000 .. 00) (the "Loan"), evidenced by that certain promissory note for
said amount from Borrower in favor of Lender (the "Note") dated September 18, 2007 ..
The word "indebtedness" is used herein in its most comprehensive sense and includes any and
all advances, debts, obligations and liabilities of Borrower, heretofore, now, or hereafter made,
incurred, or created, whether voluntary or involuntary, and however arising, whether due or not,
absolute or contingent, liquidated ornonliquidated, and whether Borrower may be liable individually,
or jointly with others, or whether recovery upon such indebtedness may be or hereafter becomes
barred by any statute of limitations, or whether such indebtedness may be or hereafter becomes
otherwise unenforceable. This is a Continuing Guaranty relating to said indebtedness, including that
indebtedness arising under subsequent or successive transactions between Borrower and Lender and
is not limited as to amount.
The obligations hereunder are joint and several and independent of the obligations of
Borrower, and a separate action or actions may be brought and prosecuted against Guarantor, whether
or not action is brought against Borrower, and Borrower may be joined in any such action or actions ..
If separate guaranties of the Borrower's indebtedness to Lender are executed by other guarantors, the
obligations of Guarantor hereunder shall be joint and several with those of the other guarantors and
may be enforced regardless of the enforcement of other guaranties. This is a guaranty of payment and
not of collection ..
Guarantor acknowledges and agrees with Lender that each indebtedness is a valid and binding
obligation of Borrower .. Guarantor authorizes Lender, without demand but with notice, and without
affecting its liability hereunder, from time to time, and on any number of occasions, to (a) renew,
amend, compromise, extend, accelerate, reinstate, or otherwise change the time for payment of, or
otherwise change the terms of, the indebtedness or any part thereof, including increasing or decreasing
the interest rate thereon; (b) take and hold security for the payment of this Continuing Guaranty or
the indebtedness, and exchange, enforce, waive and release any such security; (c) apply such security
and direct the order or manner of sale thereof as Lender in its discretion may elect from time to time;
and (d) release or substitute any one or more of the endorsers or guarantors .. Guarantor acknowledges
and agrees that no act or omission of any kind by Lender, including, but not limited to, the failure to
take or perfect a security interest in any security for the indebtedness shall affect or impair this
Continuing Guaranty, and the Lender shall have no duties with respect thereof to Guarantor unless
due to any wanton or intentional actions of Lender.. Lender may assign this Continuing Guaranty in
whole or in part at any time, and shall provide notice of such assignment to Guarantor ..
Regions Bank\11120.052\guaranty- Camtech
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 16 of 48
' '
Guarantor waives any right to require Lender to (a) proceed against Borrower or any other
guarantor; (b) proceed against or exhaust any security held from Borrower; or (c) pursue any other
remedy whatsoever available to Lender. Guarantor waives any defense arising by reason of any
disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of
Borrower's liability or by reason of Lender releasing any security held from Borrower .. Until all of
Borrower's indebtedness to Lender shall have been paid in full, Guarantor shall have no right of
subrogation, and Guarantor waives any right to enforce any remedy that Lender now has or may
hereafter have against Borrower, and shall waive any benefit of, and any right to participate in, any
security now or hereafter held by Lender. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of dishonor, and notices of acceptance of
this Continuing Guaranty and of the existence, creation, or incurrence of new or additional indebted-
ness and all other defenses to any action or proceeding to enforce this Continuing Guaranty, except
the single defense that the sum claimed has actually been paid to Lender.. Guarantor covenants to
cause Borrower to maintain and preserve the enforceability of any instruments now or hereafter
executed in favor of Lender and to take no affirmative action of any kind that might be the basis for
a claim that Guarantor has any defense hereunder other than payment in full of all Borrower's indebt-
edness to Lender. Guarantor hereby indemnifies Lender against any loss, cost, or expense by reason
of the assertion by Guarantor of any defense hereunder based upon any such action or inaction of
Borrower.. Guarantor waives any right or claim of right to cause a marshalling of the Borrower's
assets. No delay on the part of Lender in the exercise of any right, power or privilege under the terms
of any documentation between Lender and Borrower or under this Continuing Guaranty shall operate
as a waiver of any such privilege, power or right
In addition to all liens upon, and rights to setoff against, the monies, securities or other
property of Guarantor given to Lender by law, Guarantor agrees that Lender shall have a lien upon,
and a right to setoff against, all monies, securities, and other property of Guarantor now or hereafter
in possession of or on deposit with Lender, whether held in a general or special accmmt of deposit,
or for safekeeping or otherwise; and, every such lien and right to setoff may be exercised without
demand upon or notice to Guarantor. No lien or right to setoff shall be deemed to have been waived
by any act or conduct on the part of Lender, or by any neglect to exercise such right to setoff or to
enforce such lien, or by any delay in so doing; and every right to setoff and lien shall continue in full
force and effect until such right to setoff or lien is specifically waived or released by an instrument
in writing executed by Lender.
Guarantor acknowledges and agrees with Lender that any and all indebtedness of Borrower
now or hereafter held by Guarantor is hereby subordinated to the indebtedness ofBorrower to Lender;
and such indebtedness of Borrower to Guarantor, if Lender so requests, shall be collected, enforced
and received by Guarantor as trustees for Lender and be paid over to Lender on account of the
indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of
Guarantor under the other provisions of this Continuing Guaranty.
Guarantor agrees to pay all attorneys' and paralegals' fees and all other costs and expenses that
may be incurred or expended by Lender in the enforcement of Borrower's obligations and of this
Continuing Guaranty upon any default, whether suit be brought or not, and if suit is brought, then for
all services in trial and appellate courts ..
Regions Bank\11120.052\guaranty- Camtech -2-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 17 of 48
Upon default of Borrower in any of its obligations or liabilities to Lender, or if Borrower or
Guarantor shall become insolvent or make an assignment for the benefit of creditors, or if a petition
in bankruptcy or for corporate reorganization or for an arrangement be filed by or against Borrower
or Guarantor (and, if filed against Borrower or Guarantor, is not released or dismissed within thirty
(30) days of filing), or if there is the appointment of a receiver for Borrower or for Guarantor or their
property which is not released or dismissed within thirty (30) days of filing, or if a judgment is
obtained or warrant of attachment issued against Borrower or Guarantor which is not released or
dismissed within thirty (30) days of filing, all of the indebtedness, shall, without notice or demand,
at the option of Lender, become immediately due and payable and shall be paid forthwith by
Guarantor ..
If the Borrower is a corporation or a partnership, it shall not be necessary for the Lender to
inquire into the existence or powers of the Borrower, or the officers, directors, partners, or agents
acting or purporting to act on the Borrower's behalf, and any indebtedness made or created upon the
professed exercise of such existence or powers shall be guaranteed hereunder.
Guarantor hereby submits to the jurisdiction of the state and federal courts in the State of
Florida for purposes of any action arising from or growing out of this Continuing Guaranty, and
further agrees that the venue of any action may be laid in Palm Beach County or, if applicable, any
other County in the State of Florida in which real property which secures any of the indebtedness is
located. Nothing contained in this Continuing Guaranty, however, shall be deemed to constitute, or
to imply the existence of, any agreement by Lender to bring any action only in said courts or to restrict
in any way any of Lender's remedies or rights to enforce the terms of this Continuing Guaranty as,
when and where Lender shall deem appropriate, in its sole discretion ..
Notwithstanding any provision herein or in any instrument now or hereafter evidencing said
indebtedness, the total liability for payments in the nature of interest under this Continuing Guaranty
shall not exceed the limits imposed from time to time by applicable usury laws .. This Continuing
Guaranty shall be accepted at the offices ofLender in West Palm Beach, Florida, and for all purposes,
be governed by and construed with the laws of the State of Florida ..
Guarantor acknowledges that Lender has been induced by this Continuing Guaranty to extend
the credit to Borrower creating the indebtedness, and that Lender would not have extended said credit
without this Continuing Guaranty, and this Continuing Guaranty shall, without further reference or
assigmnent, pass to, and may be relied upon and enforced by, any successor or participant or assignee
of Lender ..
No amounts paid under this Continuing Guaranty shall in any way or at any time entitle
Guarantor to any right, claim or cause of action against the Borrower, or to any right, title or interest
in or to any of the indebtedness or any rights of the Lender, or in or to any instruments or documents
evidencing or securing or concerning the indebtedness, and Guarantor hereby waives, for the benefit
of the Lender and the Borrower, any and all such rights (whether arising by way of subrogation,
exoneration, reimbursement, participation, assignment, judicial decision, statute, constitutional
provision, or otherwise) which Guarantor might otherwise have had in the absence of this waiver and
which would have otherwise entitled Guarantor to be a "creditor" of the Borrower under the
Regions Bank\11120 052\guaranty Camtech
-3-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 18 of 48
provisions of the US .. Banlcruptcy Code (Title 11, US. Code) or any other banlcruptcy or insolvency
law.
Guarantor agrees that this Continuing Guaranty shall continue to be effective or shall be
reinstated, as the case may be, at any time payment, or any part thereof, of principal or interest
charges, or other related expenses of the obligations, are rescinded or otherwise forgiven by Lender
upon the bankruptcy or reorganization of Borrower or Guarantor.
At Lender's request, Guarantor shall furnish to Lender a copy of all state and federal income
tax returns within thirty (30) days of filing the same.
This Continuing Guaranty may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute but one instrument
Each provision hereof is intended to be severable, and the invalidity or illegality of any portion
of this Continuing Guaranty shall not affect the validity or legality of the remainder hereof.
LENDER BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY
VOLUNTARJLY, KNOWINGLY AND IN'IENTIONALLY WANES ANY AND AIL RIGHTS
TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARJSING UNDER THIS
GUARANTY OR CONCERNING THE INDEBTEDNESS AND/OR COLLATERAL THEREFOR
ORPERTAININGTOANYTRANSACTIONRELATEDTOORCONTEiviPLATEDTHEREBY,
REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY
CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES
THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE LENDER IN
EXTENDING CREDIT TO THE BORROWER, THAT THE LENDER WOULD NOT HAVE
EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT SUCH
GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN
OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY
TRIAL WANER AND UNDERSTAND THE LEGAL EFFECT OF THIS WAIVER.
Regions Bank\ Ill 20 052\guaranty - Camtech -4-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 19 of 48
IN WITNESS WHEREOF, the undersigned has executed this Continuing Guaranty on the
date set forth below, to be effective on the date of the Note ..
Signed, sealed and delivered
in the presence ot:
.... ,...... .,,.,_,_a

STATEOFFLORIDA )
,j3.
,.K. -
1j { ) SS:
CAMTECH PRECISION
MANUFACTURING, INC
0 r-
_:;..v__J/_'"'-__-_::_:--_-_ -----
Ronald Wea r, President
FEI number: 16-1449323
Executed on: September 18, 2007
COUNTY OF )
t v!J
The foregoing instrument was acknowledged before me thisjj/ day of September, 2007 by
Ronald Weaver, as President of Camtech Precision He (I is personally known
to me or [ ] has produced a Florida driver's license o ) ......a'S identification.
\ ,/
My Commission Expires: .- ;..---:-.7 //
Nptai)r 'PUblic- StateofFlorida
,;'""'
'i PH.WARD,IIJ ,,
.;ti .. . .. MY COMMISSION# DD 516514 I,
)! . EXPIRES: February 9, 2m{:

-. <t:
Regions Bank\11120 .. 052\guaranty. Camtech
-5-
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 20 of 48
LOAN AGREEMENT
THIS LOAN AGREEMENT is entered into this January 27, 2009, by R & J NATIONAL
ENTERPRISES, INC., a Florida corporation ("Borrower"), whose principal place of business is at 1365 Park
Lane South, Jupiter, Florida 33458, in favor of REGIONS BANK ("Lender") whose principal place of
business is at 52.5 Okeechobee Boulevard, Suite 700, West Palm Beach, Florida 33401.
W I TN E S S E T H:
WHEREAS, Borrower established a revolving line of credit with Lender in the amount of Three
Million Dollars ($3,000,000.00); and
WHEREAS, Borrower desires to renewal the line of credit and increase it to Five Million Dollars
($5,000,000 .. 00), and Lender is willing to make such renewal and increase upon the terms and conditions set
forth in this Loan Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth
herein, and other and good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender agree as follows:
ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1 .. 1 Definitions. For the purposes ofthis Agreement, the following terms shall have the
following meanings:
"Advance" means amounts advanced by Lender to Borrower pursuant to the terms of this
Agreement.
"Affiliate" means, with respect to a specified Person, any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be
deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause
the direction ofthe management and policies of such corporation, whether through the ownership of voting
securities, by contract, or otherwise.
"Agreement" means this Loan Agreement, including any written amendments, supplements
and modifications.
"Balance Sheet Leverage Ratio" means Borrower's [total liabilities less subordinated debt]
divided by its Tangible Net Worth, as determined by Lender in its soie discretion.
"Borrowing Base" means, at any time, and with respect to each Loan, (i) eighty five percent
(85%) of Borrower's Eligible Accounts Receivable and (ii) forty percent (40%) of BorTower's Eligible
Inventory with a cap on Eligible Inventory of Two Million Dollars ($2,000,000.00)..
"Business Day" means any day other than a Saturday, Sunday or national legal holiday.
Regions Bank\11120 052\loan agreement
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 21 of 48
. '
"Collateral" means those assets of Bon-ower described as collateral in the Security
Agreement
"Commitment" means the obligation of Lender to advance the aggregate sum of up to Five
Million Dollars ($5,000,000.00) to Borrower pursuant to the terms hereof:
"Debt Service Coverage Ratio" means [the sum of Borrower's earnings before interest
expense, taxes, depreciation, amortization and rent (otherwise known as EBITDAR) minus cash dividends
paid to shareholders for their respective income taxes] divided by [the sum of Borrower's total interest
expense and the current portion of its long term debt and its rent expense].
"Default Rate" means the lesser of eighteen percent (18%) or the highest rate of interest )<.'
permitted from time to time by applicable law.
"Eligible Accounts Receivable" means all accounts receivable ofBorrower except: (i) those
aged ninety (90) days or more past the invoice date, (ii) intercompany receivables or those of any Affiliate
of Borrower, (iii) those payable by the United States of America unless Lender has received an assignment
of claim in form and substance acceptable to Lender, (iv) those due fi:om any person or entity not residing
in the United States of America (except for any accounts receivable supported by a letter of credit issued for
the benefit of Lender), with Lender reserving the right to determine whether an account is excluded from this
subportion of the definition, and (v) those due from a supplier with an outstanding credit balance. If twenty
five percent (25%) or more of a customer's accounts receivable are aged ninety (90) days or more past the
invoice date, then none of such customer's accounts receivable shall be included. Accounts receivable from
any ofPlasan USA, AM General or BAE Systems shall not exceed thirty percent (30%) of the total Eligible
Accounts Receivable, unless approved in writing by Lender, with accounts receivable from all other
customers of Borrower not to exceed fifteen percent (15%) of the total Eligible Accounts Receivable.
"Eligible Inventory" means all finished inventory and raw materials of Borrower in good
condition and reasonably expected to be sold by Borrower in the ordinary course of business. Eligible
Inventory shall not include any work-in-process. The amount advanced on Borrower's inventory shall not
exceed Two Million Dollars ($2,000,000.00) or forty percent ( 40%) of the outstanding principal balance of
the Loan.
"Event of Default" means an event of default specified in Article 6 of this Agreement.
"Financing Statement" means the financing statement or statements permitted under the UCC
or any other state law for the purpose of perfecting Lender's security interest in the Collateral.
"GAAP" means generally accepted accounting principles consistently applied.
"Guarantors" means, coiiectiveiy, Camtech Precision Manufacturing, Inc., a New York
corporation registered to conduct business in the State of Florida, A vstar Aircraft Accessories, Inc, a Florida
corporation, Avstar Fuel Systems, Inc., a Florida corporation, Ronald Weaver and Jacqueline Weaver.
"Guaranty" means the absolute and unconditional guaranty of Guarantors dated
September 18, 2007, as amended from time to time ..
"Interest Rate" shall have the meaning ascribed thereto in the Note.
Regions Bank\ 11120 052\loan agreement 2
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 22 of 48
..
"Lien" means any mortgage, pledge, hypothecation, security interest, encumbrance, lien, or
charge of any kind (including any agreement to give any of the foregoing, any conditional sales or other title
retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing
statement under the UCC).
"Loan" means the loan or loans made pursuant to this Agreement
"Loan Documents" means this Agreement, the Note, the Financing Statements, the Guaranty,
the Security Agreement and any other documents, agreements, certificates, schedules, notes and statements
executed or delivered pursuant to this Agreement
"Maturity Date" shall have the meaning ascribed thereto in the Note ..
"Note" means the Renewal and Amended Promissory Note issued by Borrower for the Loan,
and any renewals, modifications or extensions thereof
"Obligations" means all payment and performance duties, obligations and liabilities of
Borrower to Lender, however and whenever incurred or evidenced, whether primary or secondary, direct or
indirect, absolute or contingent, sole or joint and several, or due or to become due under or pursuant to the
Loan Documents and all renewals, modifications or extensions thereof.
"Person" means any individual, corporation, limited liability company, partnership, trust,
association or other person or entity, or a governmental body or any department or agency thereof
"Request for Advance" shall have the meaning ascribed thereto in Section 2 .. l(c).
"Security Agreement" means that certain Security Agreement dated September 18, 2007
executed by Borrower in favor of Lender, as amended by that First Amendment to Security Agreement dated
of even date herewith, granting a security interest to Lender in the Collateral.
"Tangible Net Worth" means Borrower's net worth minus intangibles plus subordinated debt
minus amounts due from related parties, as determined by Lender in its sole discretion ..
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of
Florida ..
SECTION 12 Accounting Terms.. All accounting terms used herein shall be construed in
accordance with GAAP and all financial data submitted pursuant to this Agreement shall be prepared in
accordance with GAAP .. In the event of ambiguities in GAAP, the more conservative principle or
interpretation shall be used.
ARTICLE 2
AMOUNTS AND TERMS OF THE LOAN
SECTION 2.1 Advance ofLoan Proceeds.
(a) Subject to the terms and conditions of this Agreement, Lender shall make Advances
to Borrower prior to the Maturity Date, which Advances shall not exceed, in aggregate principal amount at
any one time outstanding, the lesser of the Commitment or the Borrowing Base.. Notwithstanding the
Regions Bank\11120.052\loan agreement 3
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 23 of 48
foregoing, in the event of any material change to Borrower or any of its material customers, then Lender shall
have reasonable discretion regarding its obligation to make Advances.. The Loan is a revolving loan, and
Borrower may borrow, repay and reborrow up to the lesser of the Commitment or the Borrowing Base,
subject to the terms and conditions set forth herein. A II Advances shall accrue interest from the date of such
Advance at the Interest Rate ..
(b) The proceeds of each Advance will be used to fund Borrower's working capital
needs ..
SECTION 2.2 Payment of the Loan .. The Loan shall be evidenced by the Note and shall be due and
payable in accordance with the terms thereof.
SECTION 2.3 Mandatory Prepayment. Borrower shall make prepayments of the Loan outstanding
hereunder as necessary to ensure that the aggregate amount of Advances outstanding hereunder at any time
does not exceed the lesser of the Commitment or the Borrowing Base at such time.
SECTION 2.4 Set-Off. Bonower hereby grants to Lender a lien on, and a security interest in, the
accounts, items and monies of Borrower in the possession of Lender or any of Lender's Affiliates to secure X
and as collateral for the payment and performance of, the Obligations. The Lender may at any time and from
time to time, without demand or notice, appropriate and set-off against and apply the accounts, items and
monies of Borrower to the Obligations when and as due and payable.
SECTION 2.5 Grant of Security Interest. In order to secure full and punctual payment of the Note
as well as all Obligations, Borrower hereby grants to Lender a first priority security interest in all of its right,
title and interest in and to the CollateraL
ARTICLE3
REPRESENTATIONS AND WARRANTIES
Borrower and Guarantors, as applicable, represent and warrant to Lender that:
SECTION 3 .. I Organization and Corporate Powers. Borrower (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida, (ii) has all requisite power and
authority, corporate and otherwise, to own its assets and to carry on its business as now conducted and
proposed to be conducted, and (iii) has the corporate power and authority to execute, deliver and perform its
obligations under the Loan Documents.
SECTION 3.2 Authorization of Loan. The execution, delivery and performance of the Loan
Documents has been duly authorized by all requisite corporate or other action and will not (i) violate the
Articles oflncorporation or Bylaws of Borrower or any law, rule, regulation or order of any court or other
government agency by which Borrower or any of its assets are bound, (ii) result in a breach of or constitute
(with due notice or lapse of time or both) a default under any indenture, agreement or other instrument to
which Bonower is a party or by which Borrower or any of its assets are bound, or (iii) result in the creation
or imposition of any Lien upon any of its assets other than as permitted under this Agreement.
SECTION 3.3 Financial Statements. Borrower has furnished Lender with its 2007 year-end
reviewed financial statements. Such financial statements (including any related schedules and/or notes) are
true and correct in all material respects and have been prepared in accordance with GAAP and show all
liabilities, direct and contingent, required to be shown in accordance with such principles. From the date of
Regions Bank\ 11120 052\loan agreement 4
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 24 of 48
such financial statements to the date of this Agreement, there has been no material change in the assets,
liabilities, financial condition, business, operations, affairs or prospects of Borrower from that set forth or
reflected in such financial statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse.
SECTION 3.4 Tax Returns and Payments .. All required federal, state and local tax returns and
reports of Bonower have been filed, and all taxes, assessments, fees and other governmental charges upon
Borrower, or upon any of its assets, incomes or franchises, which are due and payable in accordance with
such returns and reports, have been paid, other than those presently payable without penalty or interest and
those contested in good faith and by appropriate and lawful proceedings prosecuted diligently. The aggregate
amount of contested taxes, assessments, fees and charges, if any, is not material to Bonower's condition
(financial or otherwise) or operations. The charges, accruals, and reserves on the books of Borrower for
federal, state and local taxes for all fiscal periods to date are adequate, and it knows of no other unpaid
assessment for federal, state or local taxes for any such fiscal period or of any basis therefor..
SECTION 3.5 Agreements.. Borrower is not in default in the performance of any material
obligation, covenant or condition contained in any material agreement or instrument to which it is a party.
SECTION 3.6 No Actions Pending. There is no action, suit, investigation or proceeding pending
or, to its knowledge, threatened against Borrower, or any of its assets or rights before any court, arbitrator
or administrative or governmental body which might result in any material adverse change in the business,
condition or operations of Borrower taken as a whole not disclosed to Lender in writing.
SECTION 3. 7 Title to Collateral; Liens .. Borrower has full title to the Collateral; the Collateral is
and shall remain during the term of the Loan free and clear of all liens, claims, and encumbrances whatsoever,
except for the security interests granted herein; the security interest granted herein shall constitute a first
priority security interest in the Collateral; no financing statement, security agreement or other instrument
executed by Borrower covering the Collateral other than a financing statement, security agreement or other
instrument required hereunder, and a securing interest in favor of UPS Capital which shall be subordinate to
Lender at all times, is on file in any public office.
SECTION 3.8 Benefit Plans .. Any employee benefit plan and any trust created thereunder which
is subject to the provisions of the Employment Retirement Income Security Act of 1974, as amended
("ERISA") and which is maintained for employees ofBorrower ("Benefit Plan") complies with all applicable
requirements of ERISA and of the Internal Revenue Code of 1986, as amended, and with all applicable
rulings and regulations issued thereunder. No Reportable Event (as defined in Section 4043(b) of Title IV
of ERISA) has occurred and is outstanding with respect to any Benefit Plan.
ARTICLE4
COVENANTSOFTHEBORROWER
SECTION 4.1 Affirmative Covenants. Borrower and Guarantors, as applicable, covenant as follows
for so long as any of the Obligations remain unpaid or unperformed they shall do each of the following:
(a) Financial Statements.. Bonower will deliver to Lender copies of each of the
following:
Regions Bank\11120,052\loan agreement 5
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 25 of 48
(i) Annual
1
teviewed consolidated and consolidating financial statements of
Borrower prepared by a certified public accountant, no later than one hundred fifty (150) days following the
end ofBorl'Ower's fiscal year.
(ii) Quarterly financial statements of Borrower prepared by Borrower and
certified by its chief financial officer or President, no later than forty five ( 4.5) days following the end of each
ofBorrower's fiscal quarters. Such financial statements shall be provided in a consolidating format reflecting
the breakout of each of Borrower's subsidiaries and Affiliates.
(iii) Upon request of Lender, Borrower's federal and state income tax returns
within thirty (30) days of filing the same.
(iv) Annual personal financial statements of Ronald and Jacqueline Weaver no
later than March 31 of each year.
(v) The federal and state tax returns of Ronald and Jacqueline Weaver within
thirty (30) days of filing the same and ofthe other Guarantors upon request ofLender,
(vi) Borrower's monthly aging reports for all accounts receivable and accounts )<
payable, in a form acceptable to Lender, not later than the fifteenth (15th) day ofthe following month ..
(vii) With reasonable promptness, from time to time, such other information
relating to the business, assets, conditions or operations, financial or otherwise, of Borrower as Lender may X
reasonably request in writing setting forth the basis for such request.
(viii) Promptly upon request ofLender, any "Management Letter" received from
Borrower's independent certified public accountant.
All financial statements of Borrower shall be prepared in accordance with generally accepted accounting
principles.
(b) Inspection. Borrower will permit Lender or Lender's representatives to (i) visit its
place of business, (ii) inspect the Collateral, (iii) inspect and make extracts from its books and records, and
(iv) discuss with Borrower and its accountants all of Borrower's affairs, finances and accounts, all at such
reasonable times and as often as may reasonably be requested. Lender shall take reasonable steps to ensure
that its inspections interfere with Borrower's business as minimally as reasonably possible. Borrower shall
be responsible for the costs of such inspections; provided, however, that so long as Borrower is not in default
of this Agreement, and no event shall have occurred such that with the giving of notice or the passage of time,
or both, it shall be deemed a default, Lender shall pay for all expenses incurred by it in performing any
inspection of the Collateral less than twelve ( 12) months since the date of the immediately preceding
inspection. Borrower shall cooperate with Lender in undertaking such periodic visits and inspections as
Lender may determine from time to time.
(c) Maintenance of Existence: Compliance With Laws. Borrower shall at all times
preserve and maintain in full force and effect its existence as such, and its powers, rights, licenses, permits
and franchises; shall continue to conduct and operate its business substantially as conducted and operated
during the present and preceding fiscal year; and shall operate in full compliance with all applicable laws,
statutes, regulations, and orders.
Regions Bank\11120.052\loan agreement 6
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' .
(d) Books and Records .. Borrower shall maintain full and accurate accounts and records
of its operations according to GAAP. Lender shall have the right at any time and with such frequency as it
deems appropriate, to perform a confidential reconciliation of any or all of Borrower's accounts to its ledger
for the purpose of verifying the accuracy of financial information delivered to Lender pursuant to this
Agreement.
(e) ERISA Reports. Borrower shall furnish to Lender (a) within thirty (30) days after
any Reportable Event with respect to any Benefit Plan has occurred, a statement of its President setting forth
details as to such Reportable Event and the proposed action to be taken with respect thereto, together with
a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation, and (b)
promptly after receipt thereof, a copy of each notice received from the Pension Benefit Guaranty Corporation
relating the Pension Benefit Guaranty Corporation's intention to terminate any Benefit Plan or to appoint a
trustee to administer any Benefit Plan ..
(f) Maintenance of Properties .. Borrower shall maintain all of its assets, including the
Collateral, in good repair, working order and condition and from time to time will make all appropriate
repairs, renewals, improvements and replacements thereof so that its business may be properly and
advantageously conducted at all times. The Borrower will not commit or permit any waste of its assets, or
permit any unlawful occupation, business or trade to be conducted on or from any of its properties. If
Borrower leases any place of business, it shall maintain and keep current all such leases.
(g) Notice of Suit, Proceedings, Adverse Change.. Except as previously disclosed to
Lender on or before the execution of this Agreement, Borrower shall promptly give Lender notice in writing
(a) of all threatened or actual actions, suits, investigations or proceedings by or before any court, arbitrator,
or governmental department, commission, board, bureau, agency or instrumentality (i) which involves
potential liability of One Hundred Thousand Dollars ($1 00,000) or more, or(ii) which is likely to materially
and adversely affect its financial condition or to impair its right or ability to carry on its businesses as now
conducted or to pay or perform its Obligations; (b) of any material adverse change in its condition (financial
or otherwise); and (c) of any seizure or levy upon any of its assets under any process or by a receiver ..
(h) Debts, Taxes and Liabilities. Borrower shall pay and discharge (i) all of its
indebtedness and obligations in accordance with their terms and before it shall become in default, (ii) all
taxes, assessments and governmental charges or levies imposed upon it or its income or assets prior to the
date on which penalties attach thereto, and (iii) all lawful claims which, if unpaid, might become a Lien upon
any of its assets; provided, however, that Borrower shall not be required to pay any such indebtedness,
obligation, tax, assessment, charge, levy or claim which is being contested in good faith by appropriate and
lawful proceedings diligently pursued and for which adequate reserves have been set aside on its books ..
Borrower shall set aside and pay when due all monies required to be set aside and paid by any federal, state
or local statute or agency in regard to FICA, withholding, sales, excise or other similar taxes ..
(i) Notification of Change ofName or Business Location. Borrower shall notify Lender
of each change in its name and each change in the location of any Collateral or the office where the records
of Borrower are kept and, in such case, shall execute such documents as Lender may reasonably request to
reflect such change of name or location. Borrower's principal place of business and the office where its
records are kept shall remain in Palm Beach County, Florida.
(j) Compliance with Law.. Borrower shall comply with the requirements of all
applicable laws, rules, regulations, and orders ofgovernmental authorities except to the extent that the validity
thereof shall be contested in good faith by appropriate proceedings ..
Regions Bank\ 11120 052\loan agreement 7
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(k) Documentation. Borrower will execute and deliver such documents in favor of
Lender at such times and in such forms as Lender may request to grant, perfect, confirm or transfer Lender's
title or security interest in the Collateral, including any security agreement, financing statements, consents,
waivers, bills of sale, retail installment contracts, drafts, trust receipts, landlord consent/waiver forms, and
other instruments ("Security Documents") which Lender deems necessary to create, perfect, obtain, retain
or evidence Lender's security interest in the Collateral and all rights of access thereto .. Borrower authorizes
Lender or any ofLender's officer's or employees to execute such Security Documents on behalf of Borrower
as Lender deems necessary after written notice and to supply any omitted information and correct patent
errors in any documents including but not limited to drafts, acceptances and Security Documents executed
by or on behalf of Borrower ..
(l) Additional Evidence oflndebtedness. If deemed necessary by Lender, Bonower
shall execute and deliver to Lender promissory notes or other evidences of Borrower's indebtedness created
hereunder, security agreements, trust receipts, chattel mortgages or other security instruments and any other
documents which Lender may reasonably requestto confirm Borrower's obligations to Lender and to confirm
Lender's security interest in the Collateral and in such event the terms and conditions hereof shall be deemed
to be incorporated therein .. Lender's security or other interest in any collateral shall not be impaired by the
delivery to Borrower of Collateral or of bills of lading, certificates of origin, certificates of title, invoices or
other documents pertaining thereto or by the payment by Borrower of any curtailment, security or other
deposit or portion of any Advance. The execution by Borrower or on Borrower's behalf of any document
for the amount of any credit extended shall be deemed evidence of Borrower's obligation and not payment
thereof. Lender may, for and in the name of Borrower, endorse and assign any obligation transferred to
Lender by Borrower and any check or other medium of payment intended to apply upon such obligation.
(m) Appointment as Attorney in Fact For purposes of effectuating any obligation of
Borrower contained in this Agreement, Borrower hereby appoints Lender and any of its officers as
Borrower's limited attorney in fact Such power is coupled with an interest.
(n) Recording Fees. Borrower agrees to pay all filing and recording fees and costs
necessary in order to file, record and continue such filing and recording the security documents Lender
requires.
( o) Use of Proceeds. Bonower shall use the proceeds of all Advances for the primary
purpose of financing Borrower's working capital needs ..
(p) Maintenance ofDeposit Accounts .. Borrower shall maintain its primary depository
accounts with Lender ..
( q) Maintenance oflnsurance .. Borrower shall maintain business interruption insurance
and keep the Co !lateral and its insurable properties insured against risks including I iability, fire and other risks
insured against by extended coverage as is customary with companies in the same or similar business and in
such amounts as Lender requires and with such insurers as Lender may from time to time approve, with
satisfactory lender Joss payable and lienholder clauses in favor of Lender; however, at no time shall the
amount of such insurance be less than the amount of outstanding advances permitted herein and at no time
shall the deductible be greater than Fifty Thousand Dollars ($50,000 .. 00) in the aggregate. Such policies,
which shall provide that they cannot be canceled on less than thirty (30) days notice to Lender, showing
Lender as a loss payee will be delivered to Lender together with appropriate evidence that the premiums
thereon have been paid .. If Borrower fails to pay such premiums, Lender may pay them, and Borrower will
Regions Bank\ II 120 052\loan ag.eement 8
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immediately reimburse Lender, and ifBorrower does not so immediately reimburse Lender, then the amounts
so advanced with interest at the rate set forth herein shall become additional indebtedness secured hereunder..
Borrower hereby assigns to Lender any returned or unearned premium due upon cancellation of any such
insurance and directs insurer to pay Lender all amounts so due ..
(r) Subordination of Debt.. All stockholder and related entity and affiliate debt shall be
subordinated to all debt owed to Lender.. Borrower will execute such subordination agreement and other
documents as Lender may require to evidence such subordination.
(s) Clear Title to CollateraL Borrower shall clear all prior title, security interests and
liens on the Collateral except for the lien in favor of UPS Capital which shall be subordinate to Lender's lien
in all respects and at all times ..
(t) Monthly Bonowing Base Certification .. Within fifteen (1.5) days after (i) the end of
each calendar month, or (ii) Borrower's receipt of Lender's written request made in Lender's sole discretion
at any time, Borrower shall (A) complete and deliver to Lender the Borrowing Base Certificate attached
hereto and incorporated herein as Exhibit "A" (the "Borrowing Base Certificate"), and (B) make the
prepayment required by Section 2.3 based on such Borrowing Base Certificate; provided, however, that
nothing herein shall modify or discharge any obligation on the part of Borrower to make prepayments
required by Section 2..3 at any other time, even in the absence of such Borrowing Base Certificate ..
(u) Debt Service Coverage Ratio. Bonower shall maintain at all times a Debt Service
Coverage Ratio of at least 1.25. This ratio shall be tested by Lender annually based upon Borrower's
reviewed financial statements ..
(v) Balance Sheet Leverage Ratio. Borrower shall maintain at all times a Balance Sheet
Leverage Ratio of no more than 4 .. 0: I. This ratio shall be tested by Lender quarterly based upon Borrower's
annual reviewed financial statements or quarterly internal financial statements ..
(w) Minimum Tangible Net Worth. Borrower shall maintain at all times a minimum
Tangible Net Worth of at least Four Million Dollars ($4,000,000.00), as determined by Lender. This shall
be tested by Lender quarterly based upon Borrower's annual reviewed financing statements or quarterly
internal financial statements ..
(x) Primary Deposit Relationship. Borrower shall maintain its primary depository
relationship with Lender. In addition, Borrower shall direct and cause all payments to be received by
Borrower to a lockbox account with Lender.. All such accounts shall be subject to the standard rules and
policies of Lender, including the right of set off
SECTION 4.2 Negative Covenants. Borrower and Guarantors, as applicable, covenant that, for so
long as any of the Obligations remain unpaid or unperformed, they will not do any of the following without
the prior written consent of Lender: =-
(a) Ownership and Management. No ownership interest in Borrower shall be transferred
or pledged, nor shall Borrower issue additional ownership interests of any nature or any warrants, rights or
options to purchase such ownership interests, except for a transfer or issuance which does not affect the
financial or operational control of the Borrower. Borrower will not purchase or redeem any of its ownership
interests.. Borrower shall not change its President ..
Regions Bank\ II 120 .052\loan agreement 9
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(b) Sale of Assets. Borrower will not sell, lease, assign, or otherwise dispose
of any ofthe Collateral except in the ordinary course of business, except that Collateral may be replaced by
like property of equal or greater value in the ordinary course of Borrower's business.
(c) Merger, Consolidation, Dissolution, Etc .. Borrower will not consolidate with or
merge into any other entity, or permit another entity to merge into it, or dissolve or take or omit to take any
action which would result in its dissolution, or acquire all or substantially all the assets of any other Person.
(d) Changes in Business. Borrower will not engage in any business other than the
business presently conducted by it on the date ofthis Agreement and business of substantially the same type
or directly related thereto ..
(e) Other Agreements.. Neither Bonuwer nor any Guarantor will enter into any
arrangements, contractual or otherwise, which would materially and adversely affect its duties or the rights
of Lender under the Loan Documents, or which is inconsistent with or limits or abrogates the Loan
Documents.
(f) Additional Indebtedness. Borrower will not incur, assume or permit to exist any debt
except for (i) debt disclosed in the financial statements described in Section 3.3 hereof; (ii) debt to Lender;
(iii) trade debts arising in the ordinary and usual course of business; (iv) unsecured debt not exceeding a total
of One Hundred Thousand Dollars ($100,000 .. 00); and (v) purchase money financing not exceeding a total
of Five Hundred Thousand Dollars ($500,000.00) for personal property acquire? in furtherance of the ha lc::..
Borrower's business and secured solely by the property so acquired .. v.>t+t<.dv+ ?rlat h'{ ,
I
(g) Liens on and Encumbrance of Assets. Borrower wi II not voluntarily or invo 1 untari Iy
incur, create, assume or allow to exist any Lien on the Collateral other than Lender's Lien and the lien of UPS
Capital which shall be subordinate to Lender's lien in all respects and at all times ..
(h) Default Under Other Agreements. No Borrower or Guarantor will do, or fail to do,
any act which would constitute a material default which remains uncured beyond any applicable grace period
under the terms of any other material agreement or instrument binding upon it, except those that may be
contested in good faith, and would not, if settled unfavorably, materially adversely affect its financial
condition.
(i) Loans; Guarantees.. Borrower will not make any loans or advances to any Person
nor guarantee or otherwise become or be responsible for, obligations of any other Person, except for salary
and advances to its employees in the ordinary course of business.
(j) Distributions .. Upon any default of this Agreement or any other Loan Document and
until such default is cured, Borrower will not make any distributions of profits, earnings or other funds of
Borrower to any shareholder, member or owner, whether as dividends, distributions, bonuses or otherwise.
(k) Investments .. Bonower shall not make any active or passive investments other than
marketable secunttes, certificates of deposit with chartered financing institutions, bonds issued by
governmental entities which are insured by any major bond insurer or similar type investments.
(I) Agreement Not to Encumber .. Neither Borrower nor any Guarantor shall record or
allow to be recorded any lien, mortgage, encumbrance or other claim against any real property owned by
Borrower, any Guarantor or any of their subsidiaries or Affiliates.
Regions Bank\11120. 052\loan agreement 10
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ARTICLE 5
CONDITIONS OF LENDING
SECTION 5.1 Conditions Precedent to each Advance.. The obligation of Lender to make each
Advance, including the initial Advance, is s u ~ j e c t to the following conditions precedent:
(a) Representations and Warranties. The representations and warranties set forth herein
and in every other Loan Document are true and correct in all material respects on the date of the making of
such Advance, both before and after giving effect to the proceeds of such Advance ..
(b) Validity of Guaranty .. The Guaranty continues to remain valid and outstanding, and
no Guarantor has attempted to cancel the Guaranty or otherwise failed to perform the obligations imposed
upon it under the Guaranty or any other Loan Documents to which it is a party.
(c) No Default. On the date of the making of the Advance and after giving effect thereto,
Borrower has duly performed and complied with all the terms and provisions set forth in the Loan Documents
on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of
time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time ..
(d) Loan Documents .. All Loan Documents remain in full force and effect and are valid,
binding and enforceable against Borrower and Guarantors in accordance with their terms ..
(e) Request for Advance .. Lender shall have received a Request for Advance for such
Advance ..
(f) Borrowing Base .. Immediately after such Advance is made and after giving effect
thereto, the aggregate amount of all outstanding Advances shall not exceed the lesser ofthe Commitment or
the Borrowing Base ..
ARTICLE 6
EVENTS OF DEFAULT
SECTION 6.1 Events of Default Each of the following are Events of Default hereunder:
(a) Monetary Default Borrower defaults in any payment of principal or interest on the
Loan after expiration of any grace period stated in any Note, whether at maturity, by acceleration at the
discretion of Lender or otherwise ..
(b) Non-Monetary Default BoTTower or any Guarantor defaults in the performance of
or compliance with any covenant contained in Article 4 of this Agreement which default or non-compiiance
continues uncured twenty (20) days after written notice thereof by Lender.
(c) Misrepresentation. Any written representation, covenant, or warranty in any Loan
Document proves to have been false or incorrect in any material respect on the date made or reaffirmed ..
(d) Default under other Loan Documents. Borrower or any Guarantor fails to fulfill or v'
comply with any provision of any Loan Document which failure continues beyond any grace period set forth f\
Regions Bank\11120.052\loan agreement 11
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 31 of 48
in such Loan Document, or Borrower or any Guarantor seeks to cancel any Loan Document for any reason
whatsoever ..
(e) Bankruptcy, Failure to Pay Debts etc .. Borrower or any Guarantor admits in writing
its inability, or is generally unable, to pay its debts as they become due or makes an assignment for the benefit
of creditors, files a petition in bankruptcy or commences any proceeding under any bankruptcy,
reorganization, arrangement, liquidation or similar law of any jurisdiction, or ifthere is filed any such petition )(
or application, or any such proceeding is commenced against one or more of them, in which an order for relief
is entered or which remains undismissed for a period of sixty (60) days or more, or if any ofthem by any act
or omission indicates its consent to, approval of or acquiescence in any such petition, application, proceeding
or order for relief.
(f) Fraudulent Conveyance .. Bonower or any Guarantor conceals, removes, or permits
to be concealed or removed, any of its assets, with intent to hinder, delay or defraud their creditors, or makes
or allows a transfer of any of its assets which may be fraudulent under any bankruptcy, fraudulent conveyance
or similar law, or makes any transfer of assets to or for the benefit of a creditor at a time when other creditors
similarly situated have not been paid, or allows, while insolvent, any creditor to obtain a Lien on any of its
assets through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof.
(g) Judgments. Final judgments for the payment of money in excess of One Hundred
Thousand Dollars ($1 00,000.00) in the aggregate, excluding claims covered by insurance, are rendered
against Borrower or any Guarantor which remain undischarged for a period of thirty (30) consecutive days
during which execution is not effectively stayed; provided that ajudgment shall be deemed "final" only when
the time for appeal has expired without any appeal having been claimed or all appeals and further review
claimed having been determined adversely to it
(h) Revocation of Permits or Licenses.. Any governmental permits or licenses, the
absence of which would have a material adverse effect on the business of Borrower or any Guarantor, are
suspended or revoked and are not reinstated within sixty ( 60) days ..
ARTICLE 7
RIGHTS UPON DEFAULT
Upon the occurrence or continuing of any Event of Default, Lender shall have and may exercise any
or all of the following rights (but Lender shall be under no duty or obligation to do so):
SECTION 7 .. 1 Acceleration. To declare the Loan and all other Obligations to be immediately due
X
and payable, whereupon the Loan and all other Obligations shall become immediately due and payable, both X
as to principal and interest, without presentment, demand, protest or any other notice or grace period of any
kind, all of which are hereby expressly waived.
SECTION 7.2 Notification of Borrowers .. To notify any and all account debtors pursuant to aU
Accounts to recognize Lender as the lender thereof and to make all payments to Lender. To enable Lender X
to do so, Bonower shall execute the Notice ofNew Payment Instructions attached hereto as Exhibit B which
Lender may send to any and all account debtors of Borrower ..
SECTION 7.3 Right of Setoff. To exercise its right of setoff as permitted under Section 2.4. X
Regions Bank\11120.052\loan agreement 12
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 32 of 48
' .
SECTION 7..4 Uniform Commercial Code. To exercise from time to time any and all rights and
remedies of a secured creditor under the UCC and any and all rights and remedies available to it under the
Loan Documents or any other applicable law.
SECTION 7..5 Other Rights .. To exercise any and all other rights as otherwise provided to Lender
in law or equity.
ARTICLE 8
HAZARDOUS SUBSTANCES
SECTION 8.1 Definitions. The terms "hazardous waste", "hazardous substance", "disposal",
"release", and "threatened release", as used in this Section 8 shall have the same meanings as set forth in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S .. C.
Section 9601, et seq .. ("CERCLA"), the Superfund Amendments and Re-authorization Act of 1986, Pub! L.
No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C .. Section 180 I, et seq., the
Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., or other applicable local, state
or federal laws, rules, or regulations adopted pursuant to any of the foregoing.
SECTION 8..2 Compliance. Except as disclosed to and acknowledged by Lender in writing,
Borrower represents and warrants that: (a) during the period of Borrower's ownership of Borrower's assets
or of Borrower's use of any property Borrower occupies, there has been no use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person
on, under or about any of the properties, except in compliance with all federal, state and local laws; (b)
Borrower has no knowledge of, or reason to believe that there has been (i) any use, generation, manufacture,
storage, treatment, disposal, release, or threatened release of any hazardous waste or substance by any prior
owners or occupants of any of the properties, except in compliance with all federal, state and local laws, or
(ii) any actual or threatened litigation or claims of any kind by any person relating to such matters; (c) neither
Borrower nor any tenant, contractor, agent or other authorized user of any of the properties shall use,
generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under or about
any ofthe properties, except in compliance with all federal, state and local laws; and (d) any such activity
shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and
ordinances, including without limitation, the laws, regulations and ordinances described above. Borrower
authorizes Lender and Lender's agents to enter upon the properties to make such inspections and tests as
Lender may deem appropriate to determine compliance with this Section 8.. Any inspections or tests made
by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or
liability on the part of Lender to Borrower or to any other person.
SECTION 8.3 Basis for Representations, Indemnification.. The representations and warranties
contained herein are based on Borrower's due diligence in investigating the properties for hazardous waste ..
Borrower hereby (a) releases and waives any future claims against Lender for indemnity or contribution in
the event Borrower becomes liable for cieanup or other costs under any such iaws, and (b) agrees to
indemnifY and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and
expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this Section 8
or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release
occurring prior to Borrower's ownership or interest in the properties, whether or not the same was or should
have been known to Borrower .. The provisions of this Section 8, including the obligation to indemnifY, shall
survive the payment of the indebtedness created hereunder, and the termination or expiration of this
Agreement shall not be affected by Lender's acquisition of any interest in any of the properties, whether by
foreclosure or otherwise ..
Regions Bank\11120 052\loan agreement 13
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 33 of 48
ARTICLE 9
INDEMNIFICATION
SECTION 9.1 Indemnification. Borrower shall defend, indemnify and hold harmless Lender, its
affiliates and subsidiaries, and all of their shareholders, directors, officers, attorneys, employees and agents
from and against any and all actions, claims, demands, suits, proceedings, liens, liabilities, fines, penalties,
costs and expenses (including all reasonable attorneys' fees and costs, whether incurred pre-trial, trial, post-
trial or appeal) relating directly or indirectly to the Loan, the Collateral, the Loan Documents or any acts or
omissions of Borrower related to any ofthe foregoing.
ARTICLE 10
MISCELLANEOUS
SECTION 10.1 Cumulative Remedies. The remedies provided in the Loan Documents are
cumulative and not exclusive of any remedies provided by law or in equity.. Upon an Event of Default,
Lender may elect to exercise any one or more of such remedies and such election shall not waive or cause
Lender to have elected not to subsequently exercise any other such remedies available to it
SECTION I 0.2 Amendments, Etc.. No amendment, modification, termination or waiver of any
provision of the Loan Documents shall be effective unless in writing and signed by Lender, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
SECTION I 0.3 Notices .. All notices pursuant to the Loan Documents shall be in writing and shall
be deemed to have been given (i) in the case of hand delivery or overnight courier, when delivered to the
address set forth below, (ii) in the case of mailing, three (3) days after deposit in the United States Mails,
postage prepaid, by certified mail, return receipt requested, addressed as set forth below, and (iii) in all other
cases, when received by the other party. The addresses to which notices shall be sent are as follows:
Ifto Borrower:
With a copy to:
Ifto Lender:
With a copy to:
Regions Bank\11120 052\loan agreement
R & J National Enterprises, Inc ..
1365 Park Lane South
Jupiter, FL 33458
Attn: Ronald Weaver, President
Ellen 0' Arcangelo, Esq.
General Counsel
R & J National Enterprises, Inc.
1365 Park Lane South
Jupiter, FL 33458
Regions Bank
525 Okeechobee Boulevard, Suite 700
West Palm Beach, FL 33401
Attn: David Jackson, Senior Vice President
Frank, Weinberg & Black, P.L
7805 S.W. 6rh Court
Plantation, FL 33324
Attn: Steven C. Elkin, Esq.
14
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,, .
Any party may at any time change the adcrlress to which notices shall be sent by giving notice to the other
party as set forth herein ..
SECTION 10.4 Applicable Law. The Loan Documents and transactions contemplated herein shall
be governed by and interpreted in accordance with the internal laws of the State of Florida without regard to
principles of conflicts of law.
SECTION 10.5 Survival of Representations and Warranties. All representations, warranties,
covenants and agreements contained herein or made in writing by Borrower or any Guarantor in connection
herewith shall survive the execution and delivery of the Loan Documents ..
SECTION 10 .. 6 Time ofthe Essence .. Time is of the essence as to each ofthe Loan Documents ..
SECTION 10.7 Headings. The headings in this Agreement are intended to be for convenience of
reference only, and shall not define or limit the scope, extent or intent or otherwise affect the meaning of any
portion hereof ..
SECTION 10.8 Severability. If any provision of any Loan Document is for any reason be held to
be invalid, illegal or unenforceable in any respect, the same shall not affect any other provision of the Loan
Documents, but the Loan Documents shall be construed as if such invalid or illegal or unenforceable
provision had never been contained therein.
SECTION 1 0 .. 9 Counterparts. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument and any of the parties hereto may
execute this Agreement by signing any such counterpart ..
SECTION 10.10 Conflict. In the event any conflict arises between the terms of this
Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern.
SECTION 10.11 Term. This Agreement shall continue in full force and effect until all of the
Obligations have been paid and performed.
SECTION 1 0 .. 12 Cross Defaults. A default under any Loan Document shall be a default under
each and every Loan Document.
SECTION 1 0 .. 13 Expenses.. Borrower agrees, whether or not the transactions hereby
contemplated shall be consummated, to pay, and save Lender harmless against liability for the payment of,
all out-of-pocket expenses arising in connection with this transaction, all taxes, together in each case with
interest and penalties, if any, which may be payable in connection with the execution, delivery and
performance ofthe Loan Documents (except for any tax on or measured by net income of Lender), all costs
in connection with the Loan Documents and any subsequent modification thereof or consent thereunder and
all ofLender' s reasonable attorneys' fees and expenses .. The obligations ofBorrower under this Section shall
survive payment of any Note ..
SECTION 10.14 Enforcement of Agreement. If any Loan Document is placed in the hands
of an attorney for enforcement of any provision, Borrower agrees to pay all costs ofenforcement, including
reasonable attorneys' fees (whether or not incurred in an appellate proceeding) and other legal expenses
incurred by Lender either with or without the institution of any action or proceeding, and in addition to all
Regions Bank\11120 052\loan agreement 15
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costs, disbursements and allowances provided by law .. All such costs, fees and expenses so incurred shall be
deemed to be secured by the Security Agreement.
SECTION 1 0 .. 15 Successors and Assigns .. This Agreement shall bind and inure to the benefit
of the parties hereto and their respective successors and assigns .. This Agreement is solely for the benefit of
the parties hereto, and no other Person shall have any rights or benefits under this Agreement, either as the
third party beneficiary or otherwise ..
SECTION 1 0 .. 16 Further Assurances.. Borrower shall, fr'Om time to time, execute such
additional documents as may reasonably be requested by Lender to carry out the intent ofthis Agreement.
SECTION 10.17 Entire Agreement. Except as otherwise expressly provided, this Agreement
and the other Loan Documents embody the entire agreement and understanding between the parties hereto
and supersede all prior agreements and understandings relating to the matter hereof ..
SECTION 1 0 .. 18 Interpretation. This Agreement shall not be more strictly construed against
Lender because it was prepared by Lender's counsel, it being recognized that both parties have contributed
to its preparation.
SECTION 10.19 Waiver of Jury Trial. BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON THIS LOAN AGREEMENT, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, ANY LOAN DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER LENDER,
BORROWER OR ANY OTHER PERSON. THIS WAIVER OF TRIAL BY JURY PROVISION IS A
MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS ..
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above.
R & J NATIONAL ENTERPRISES, INC.
By:_=-
Ronald Weaver,
Regions Bank\ II 120 .. 052\loan agreement 16
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JOINDER BY GUARANTORS
The undersigned Guarantors hereby join in the execution of this Loan Agreement for the purpose of
affirming the representations and warranties contained therein and signifying their consent and agreement
to all of the covenants contained therein, and Guarantors agree to be bound by all of the provisions ofthis
Loan Agreement.
Camtech Precision Manufacturing, Inc.
A vstar Aircraft Accessories, Inc ..
A vstar Fuel Systems, Inc.
Regions Bank\ 11120 052\1oan agreement
17
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 37 of 48
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
Date:
For: This Borrowing Base Certificate is:
DFor the. ____ Month of _______ ; or
DHas been completed at Regions Bank's (the "Lender") request.
To: Regions Bank
I, Ronald Weaver, President of R & J National Enterprises, Inc .. , a Florida corporation, (the
"Borrower"), pursuant to the provisions ofthe Loan Agreement, dated as of January 27, 2009 (as amended,
modified, restated or supplemented from time to time, the "Loan Agreement") between the Borrower and
Lender, hereby certify that:
1. As of the date hereof, the Borrowing Base, the Commitment and the total of all Advances
equal:
Borrowing Base
Eligible Accounts Receivable ($ _______ --' x 85%
$ ____ _
Eligible Inventory ($ _) x 40%
$ ____ _
Subject to maximum amount of $2,000,000 .. 00
Total Borrowing Base:
$====
Total Commitment: $5,000,000.00
Advances
Total of all Advances:
$.=====
2. Each Loan Document remains in full force and effect. All representations and warranties of
the Borrower and the Guarantors made in Article 3 of the Loan Agreement and in the Security Agreement
are true and correct as of the date hereof.
3. There does not exist as of the date hereof an Event of Default
4.. The information set forth above is true, complete and conect in all material respects as of the
date hereof
Capitalized terms used in this Borrowing Base Certification and not otherwise defined or limited
herein are used as defined in the Loan Agreement
Regions Bank\1 I I 20 052\loan agreement 18
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 38 of 48
Done as of the_ day of _____ ,, __ .
Regions Bank\11120 052\loan agreement 19
R & J NATIONAL ENTERPRISES, INC.,
a Florida corporation
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 39 of 48
EXHIBITB
NOTICE OF NEW PAYMENT INSTRUCTIONS
To:
Re: Invoices issued by and payable toR & J National Enterprises, Inc.
This notice is to advise you that all invoices of R & J National Enterprises, Inc .. have been assigned to
Regions Bank. Effective immediately, all payments made pursuant to the loan must be made payable to
"Regions Bank" and must be sent to the following address:
Regions Bank
.525 Okeechobee Boulevard, Suite 700
West Palm Beach, Florida 33401
Attn: Mr .. David Jackson
Regions Bank may assign its rights to receive these payments.. If it does, then it will notify you in writing,
at which time you are directed to rely upon such notice and send your payments as specified in such notice.
DO NOT SEND ANY PAYMENTS TOR & J NATIONAL ENTERPRISES, INC.. OR ANYONE ELSE..
All inquiries regarding your account should also be sent to Regions Bank at the same address ..
Sincerely,
Ronald Weaver, President
R & J National Enterprises, Inc ..
Regions Bank\! I 120 052\loan agreement 20
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 40 of 48
CROSS DEFAULT AND CROSS COLLATERALIZATION AGREEMENT
THIS CROSS DEFAULT AND CROSS COLLA TERALIZA TION AGREEMENT is dated as of
January 27,2009, by R & J NATIONAL ENTERPRISES, INC., a Florida corporation (the "Borrower"), and
CAMTECH PRECISION MANUFACTURING, INC.., a New York corporation registered to conduct
business in the State of Florida, A VST AR AIRCRAFT ACCESSORIES, INC., a Florida corporation,
A VSTAR FUEL SYSTEMS, INC., a Florida corporation, and RONALD WEAVER and JACQUELINE
WEAVER (collectively, the "Guarantors") in favor of REGIONS BANK (the "Lender"}.
WITNESSETH:
WHEREAS, the Lender has heretofore made loans and advances to the Borrower which have been
personally guaranteed by the Guarantors, and may hereafter make additional loans, advances, and other
extensions of credit to the Borrower and/or the Guarantors; and
WHEREAS, the Lender is unwi II ing to extend or continue credit to the Borrower unless the Borrower
and the Guarantors agree to provide additional security by cross defaulting and cross collateralizing all
existing, proposed, and future loans, advances, extensions of credit and guarantees;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged, including the inducement of the Lender, in its sole discretion, to extend credit or to continue
existing financial accommodations to the Borrower, it is agreed as follows:
I. Definitions .. As used in this Agreement:
"Obligation" means any liability, indebtedness, or obligation of the Borrower or any of the
Guarantors to the Lender of every kind and nature, whether now existing or hereafter arising, whether created
directly or acquired by assignment, whether matured or unmatured, and any cost or expense including
reasonable attorneys' fees incurred in the collection or enforcement of any such Obligation; and
"Security Agreement" means any existing or future agreement between the Borrower and the
Lender, or between any Guarantor and the Lender, which creates or provides for a security interest in or lien
upon any of the assets or property (tangible or intangible, real or personal) ofthe Borrower or any Guarantor,
and any existing or future personal guarantees executed by the Borrower and any of the Guarantors in favor
of the Lender, as such agreements have been or may be amended, restated, supplemented or otherwise
modified from time to time ..
2.. Cross-Collateralization.. All collateral subject to a security interest or lien of the Lender
pursuant to any or all of the Security Agreements shall secure any and all Obligations, and any proceeds of
any collateral may be applied to any of the Obligations as the Lender may see fit, subject to applicable law..
3.. Cross Default In addition to and not in substitution for any provisions in any ofthe Security
Agreements evidencing Obligations, it is agreed that any default in payment or other breach by the Borrower
or any Guarantor under any Security Agreement shall constitute a default under each Security Agreement,
all promissory notes related thereto and under each Obligation.
4. Effect on Other Agreements. This Agreement shall constitute an amendment of each Security
Agreement now or hereafter executed, shall be in addition to, and not in substitution for, any provisions of
any Security Agreement or Obligation, and shall not otherwise limit or affect the rights and remedies of the
Lender under any Security Agreement or Obligation ..
Regions Bank\ 11120 .052\cross default & collateralization agt
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 41 of 48
5. Future Loans. The Lender may, in its sole and absolute discretion, make additional loans and
other financing accommodations to the Borrower and any Guarantor, all of which will be subject to the terms
ofthis Agreement.
6. No Other Understandings .. The Borrower and the Guarantors acknowledge that there are no
other agreements or understandings, oral or written, affecting this Agreement .. Nothing in this Agreement
shall be considered a waiver by the Lender of any existing or future defaults by the Borrower or any
Guarantor under any Security Agreement or Obligation.
7.. Governing Law. This Agreement shall be governed by the internal laws of the State of
Florida. Jurisdiction and venue shall be in Palm Beach County, Florida; provided, however, that, in the
Lender's sole discretion, jurisdiction and venue may be in such other county in Florida in which the Borrower
or any Guarantor has substantial assets.
8. Waiver of Jury TriaL THE BORROWER AND THE GUARANTORS HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY
INRESPECTTOANYLITIGATIONBASEDONTHISAGREEMENT,ORARISINGOUTOF,UNDER,
OR IN CONNECTION WITH, ANY SECURITY AGREEMENT OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY
OF THE LENDER, THE BORROWER, ANY GUARANTOR OR ANY OTHER PERSON .. THIS WAIVER
OF TRIAL BY JURY PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER
INTO THIS AGREEMENT, THE SECURITY AGREEMENTS AND ANY OTHER DOCUMENT IN
CONNECTION WITH THE OBLIGATIONS ..
[Remainder of page intentionally left blank]
Regions Bank\ 11120 052\cross default & collateralization agt 2
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 42 of 48
IN WITNESS WHEREOF, the parties have executed and delivered this as of the date
set forth above.
R & J NATIONAL ENTERPRISES, INC.
CAMTECH PRECISION MANUFACTURING, INC.

onald Weave restdent
A VSTAR AIRCRAFT ACCESSORIES, INC..


A VSTAR FUEL SYSTEMS, INC.

onald Weav resident
Regions Bank\ 11120 052\cross default & collateralization agt 3
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 43 of 48
REAFFIRMATION OF CONTINUING GUARANTY
THIS REAFFIRMATION OF CONTINUING GUARANTY is executed as of January 27, 2009, by
AVSTAR FUEL SYSTEMS, INC., a Florida corporation (the "Guarantor"), in favor REGIONS BANK (the
"Lender") ..
WITNESSETH:
WHEREAS, the Guarantor executed that certain Continuing Guaranty dated September 18, 2007 in
favor of the Lender (the "Guaranty"), pursuant to which the Guarantor agreed, inter alia, to guaranty to the
Lender the payment and performance of that certain Three Million and 00/1 00 Dollar ($3,000,000 .. 00) loan (the
"Loan") by the Lender toR & J National Enterprises, Inc .. , a Florida corporation (the "Borrower"); and
WHEREAS, the Borrower has requested the Lender's permission to renew the Loan and to increase
the amount of the Loan to Five Million and 00/100 Dollars ($5,000,000 .. 00) pursuant to the terms ofthat certain
Renewal and Amended Promissory Note dated of even date herewith in such principal amount (the "Note");
and
WHEREAS, as a condition to granting the Borrower's request for permission to renew the Loan and
to increase the amount of the Loan, the Lender requires the Guarantor to consent and reaffirm its obligations
under the GuarantY
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guarantor agrees as follows::
1. Notwithstanding anything herein to the contrary, all the terms and conditions of the Guaranty
shall remain in full force and effect. All defined terms in the Guaranty shall have the same meaning in this
Reaffirmation of Guaranty, unless otherwise stated ..
2. In order to induce the Lendertograntthe Borrower's request for permission to renew the Loan
and to increase the amount of the Loan and to execute and deliver the Note, the Guarantor hereby
unconditionally, absolutely and irrevocably consents to the terms of the renewal and the amendment of the
Loan and agrees that the terms of the Guaranty shall continue to apply to the Loan .. The Guarantor has read
the Note and understands its impact and effect on the Loan and the Guaranty ..
3. The Guarantor hereby releases and discharges the Lender and its successors, assigns,
officers, managers, directors, shareholders, employees and agents and does hereby indemnify and hold
harmless the Lender from any and all claims, counterclaims, demands, damages, debts, agreements,
covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any
nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and
indemnity, whether arising atlaw or in equity (including, without limitation, claims of fraud, duress, mistake,
tortious interference or usury), whether presently possessed or possessed in the future, whether known or
unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to
accrue hereafter, whether or not heretofore asserted, for or because of or as a result of any act, omission,
communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation
of any statute or law, commission of any tort, or any other matter whatsoever or thing done, omitted or suffered
to be done by the Lender, INSOFAR AS THE SAME ARISE OUT OF OR RELATE TO THE LOAN AND/OR
THE LOAN DOCUMENTS, which have occurred in whole or in part, or were initiated at any time up to and
through the execution of this Reaffirmation of Guaranty .. In addition, the Guarantor hereby acknowledges,
confirms and warrants to the Lender that, as of the date hereof, the Guarantor has absolutely no defenses,
rights of set-off, claims or counterclaims against the Lender under, arising out of, or in any manner connected
with the Loan, the Guaranty, the Loan Documents, any collateral pledged to the Lender in connection with the
Loan, or against any of the indebtedness evidenced or secured thereby or under any other documents
Regions Bank\ 11120 052\reaffinnation of guaranty - Avstar Fuel
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 44 of 48
REAFFIRMATION OF CONTINUING GUARANTY
THIS REAFFIRMATION OF CONTINUING GUARANTY is executed as of January 27, 2009, by
CAMTECH PRECISION MANUFACTURING, INC., a Florida corporation (the "Guarantor''), in favor REGIONS
BANK (the "Lender'').
WITNESSETH:
WHEREAS, the Guarantor executed that certain Continuing Guaranty dated September 18, 2007 in
favor of the Lender (the "Guaranty"), pursuant to which the Guarantor agreed, inter alia, to guaranty to the
Lender the payment and performance of that certain Three Million and 00/1 00 Dollar ($3, 000, 000 .. 00) loan (the
"Loan") by the Lender to R & J National Enterprises, Inc, a Florida corporation (the "Borrower"); and
WHEREAS, the Borrower has requested the Lender's permission to renew the Loan and to increase
the amount of the Loan to Five Million and 00/1 00 Dollars ($5, 000, 000 .. 00) pursuant to the terms of that certain
Renewal and Amended Promissory Note dated of even date herewith in such principal amount (the "Note");
and
WHEREAS, as a condition to granting the Borrower's request for permission to renew the Loan and
to increase the amount of the Loan, the Lender requires the Guarantor to consent and reaffirm its obligations
under the Guaranty.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guarantor agrees as follows::
1. Notwithstanding anything herein to the contrary, all the terms and conditions of the Guaranty
shall remain in full force and effect All defined terms in the Guaranty shall have the same meaning in this
Reaffirmation of Guaranty, unless otherwise stated ..
2.. In order to induce the Lender to grant the Borrower's requestfor permission to renew the Loan
and to increase the amount of the Loan and to execute and deliver the Note, the Guarantor hereby
unconditionally, absolutely and irrevocably consents to the terms of the renewal and the amendment of the
Loan and agrees that the terms of the Guaranty shall continue to apply to the Loan.. The Guarantor has read
the Note and understands its impact and effect on the Loan and the Guaranty ..
3.. The Guarantor hereby releases and discharges the Lender and its successors, assigns,
officers, managers, directors, shareholders, employees and agents and does hereby indemnify and hold
harmless the Lender from any and all claims, counterclaims, demands, damages, debts, agreements,
covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any
nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and
indemnity, whether arising at law or in equity (including, without limitation, claims of fraud, duress, mistake,
tortious interference or usury), whether presently possessed or possessed in the future, whether known or
unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to
accrue hereafter, whether or not heretofore asserted, for or because of or as a result of any act, omission,
communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation
of any statute or law, commission of any tort, or any other matter whatsoever or thing done, omitted or suffered
to be done by the Lender, INSOFAR AS THE SAME ARISE OUT OF OR RELATE TO THE LOAN AND/OR
THE LOAN DOCUMENTS, which have occurred in whole or in part, or were initiated at any time up to and
through the execution of this Reaffirmation of Guaranty.. In addition, the Guarantor hereby acknowledges,
confirms and warrants to the Lender that, as of the date hereof, the Guarantor has absolutely no defenses,
rights of set-off, claims or counterclaims against the Lender under, arising out of, or in any manner connected
with the Loan, the Guaranty, the Loan Documents, any collateral pledged to the Lender in connection with the
Loan, or against any of the indebtedness evidenced or secured thereby or under any other documents
Regions Bank\ 11120 052\reaffinnation of guaranty - Camtech
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 45 of 48
executed in connection therewith or relating thereto, any and all of which the Guarantor hereby expressly
waives ..
4.. This Reaffirmation of Guaranty, together with the Guaranty, constitutes and represents the
entire agreement between the parties hereto and supersedes any prior understandings or agreements, written
or verbal, between the parties hereto respecting the subject matter herein .. This Reaffirmation of Guaranty
may be amended, modified or discharged only upon an agreement in writing executed by the Lender and the
Guarantor..
5.. THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THE REAFFIRMATION OF GUARANTY, THE
GUARANTY, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY .. THE GUARANTOR ACKNOWLEDGES THAT THIS WAIVER CONSTITUTES
A MATERIAL INDUCEMENT TO THE LENDER TO GRANT PERMISSION FOR THE RENEWAL AND THE
INCREASE
IN WITNESS WHEREOF, the undersigned has caused this Reaffirmation of Guaranty to be duly
executed and delivered on the day and year first above written ..
WITNESSES: GUARANTOR:
Camtech Precision Manufacturing, Inc ..
a , . .. J::ttTLu-t(.ptl
I J1
Regions Bank\11120 052\reaffirmation of guaranty- Camtech 2
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 46 of 48
REAFFIRMATION OF OBLIGATIONS
THIS REAFFIRMATION OF OBLIGATIONS is executed as of January 27, 2009, by R & J
NATIONAL ENTERPRISES, INC., a Florida corporation (the "Borrower"), in favor of REGIONS BANK (the
"Lender") ..
WITNESSETH:
WHEREAS, the Borrower obtained a Three Million and 00/100 Dollar ($3, 000, 000) loan (the "Loan")
from the Lender; and
WHEREAS, to induce the Lender to renew the Loan and to increase the amount of the Loan to Five
Million and 00/100 Dollars ($5, 000,000), the Borrower has agreed to reaffirm all of its obligations to the Lender
pursuant to the documents it has executed in connection with the Loan (collectively, and with the documents
executed in connection with the renewal and increase (the "Loan Documents") ..
NOW, THEREFORE, in consideration ofthe premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Borrower agrees as follows
1.. The Borrower agrees that all terms and conditions set forth in the Loan Documents shall
continue to apply to the Loan, as renewed and increased, and shall be for the benefit of the Lender. More
specifically and without limiting the effect of the foregoing, the Borrower acknowledges and agrees that its
representations, warranties, covenants and obligations contained within the Loan Documents executed by it
in favor of the Lender shall remain representations, warranties, covenants and obligations of it in favor of the
Lender and shall be deemed to be made as of the date of this Agreement, in addition to the dates on which
they were previously made to the Lender.
2.. The Borrower hereby releases and discharges the Lender and its successors, assigns,
officers, managers, directors, shareholders, employees and agents and does hereby indemnify and hold
harmless the Lender from any and all claims, counterclaims, demands, damages, debts, agreements,
covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any
nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and
indemnity, whether arising at law or in equity (including, without limitation, claims of fraud, duress, mistake,
tortious interference or usury), whether presently possessed or possessed in the future, whether known or
unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to
accrue hereafter, whether or not heretofore asserted, for or because of or as a result of any act, omission,
communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation
of any statute or Jaw, commission of any tort, or any other matter whatsoever or thing done, omitted or suffered
to be done by the Lender, INSOFAR AS THE SAME ARISE OUT OF OR RELATE TO THE LOAN AND/OR
THE LOAN DOCUMENTS, which have occurred in whole or in part, or were initiated at any time up to and
through the execution of this Reaffirmation of Obligations.. In addition, the Borrower hereby acknowledges,
confirms and warrants to the Lender that, as of the date hereof, the Borrower has absolutely no defenses,
rights of set-off, claims or counterclaims against the Lender under, arising out of, or in any manner connected
with the Loan, the Loan Documents, any collateral pledged to the Lender in connection with the Loan, or
against any of the indebtedness evidenced or secured thereqy or under any other documents executed in
connection therewith or relating thereto, any and all of which the Borrower hereby expressly waives
3.. This Reaffirmation of Obligations may be amended, modified or discharged only upon an
agreement in writing executed by the Lender specifically addressing this Agreement
4.. THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THE REAFFIRMATION OF OBLIGATIONS, THE LOAN
Regions Bank\ 11120 052\reaffinnation of obligations
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 47 of 48
...
DOCUMENTS, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY. THE BORROWER ACKNOWLEDGES THAT THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT TO THE LENDER TO GRANT PERMISSION FOR THE
RENEWAL AND INCREASE
IN WITNESS WHEREOF, the undersigned has caused this Reaffirmation of Obligations to be duly
executed and delivered on the day and year first above written ..
WITNESSES: R & J NATIONAL ENTERPRISES, INC.
8 4 ~
onald Weav. r, resident
Regions Bank\11120 052\reaffinnation of obligations 2
Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 48 of 48
FIRST AMENDMENT TO SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECURITY AGREEMENT is made as of January 27, 2009, by R & J
NATIONAL ENTERPRISES, INC., a Florida corporation ("R&J"), AVSTARAIRCRAFT ACCESSORIES, INC.,
a Florida corporation ("Aircraft"), AVSTAR FUEL SYSTEMS, INC., a Florida corporation ("Fuel"), and
CAMTECH PRECISION MANUFACTURING, INC., a New York corporation registered to conduct business
in the State of Florida ("Camtech"), each of whose principal place of business is at 1365 Park Lane South,
Jupiter, Florida 33458, in favor of REGIONS BANK ("Secured Party"), whose principal place of business is
at 525 Okeechobee Boulevard, Suite 700, West Palm Beach, Florida 33401. R&J, Aircraft, Fuel and Camtech
are each and collectively referred to herein as "Debtor'' ..
WITNESSETH:
WHEREAS, Debtor executed that certain Security Agreement dated September 18, 2007 in favor of
Secured Party (the "Security Agreement"), pursuant to which each Debtor pledged to Secured Party certain
of its assets in connection with a loan from Secured Party to R&J in the principal amount of Three Million
Dollars ($3,000,000); and
WHEREAS, to induce Secured Party to renew the loan and to increase the amount of the loan to Five
Million Dollars ($5,000,000), Debtor wishes to amend the terms of the Security Agreement to secure the
increase in the loan ..
NOW, THEREFORE, in consideration ofthe premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties agree with each other as follows::
1 . All the terms and conditions ofthe Security Agreement not specifically amended by the terms
of this Amendment shall remain in full force and effect All defined terms in the Security Agreement shall have
the same meaning in this Amendment, unless otherwise stated.
2.. The definitions of "Note" and "Obligations" in the Security Agreement shall include the Five
Million Dollar ($5,000,000) loan, as evidenced by that certain Renewal and Amended Promissory Note dated
of even date herewith from R&J in favor of Secured Party in the principal amount of Five Million Dollars
($5,000,000) ..
3.. This Amendment, together with the Security Agreement, constitutes and represents the entire
agreement between the parties hereto and supersedes any prior understandings or agreements, written or
verbal, between the parties hereto respecting the subject matter herein .. This Amendment may be amended,
modified or discharged only upon an agreement in writing executed by the parties and specifically making
reference to the Security Agreement
4.. DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THE SECURITY AGREEMENT, AS AMENDED, OR ANY OTHER
AGREEMENT OR DOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY DEBTOR ACKNOWLEDGES THAT THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
TO THE SECURED PARTY TO MAKE THE AMENDMENT
[signature page to follow]
Regions Bank\ I 1120 .052\security agreement amendment
Name of Debtors: R&J National Enterprises, Inc.; Camtech Precision Manufacturing, Inc.; Avstar Fuel Systems, Inc.
Case Numbers:
Date of Petition: 5/10/2010
WEEK ENDING
5/14/2010 5/21/2010 5/28/2010 6/4/2010 6/11/2010 6/18/2010 6/25/2010 7/2/2010 7/9/2010 7/16/2010 7/23/2010 7/30/2010 8/6/2010 Total
Projected DIP Financing Requirements
R&J National Enterprises, Inc. - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Camtech Precision Manufacturing, Inc. - $ - $ 75,000 $ - $ 75,000 $ - $ - $ - $ - $ - $ - $ - $ - $ 150,000 $
Avstar Fuel Systems, Inc. - $ 50,000 $ - $ - $ - $ 50,000 $ - $ - $ - $ 50,000 $ - $ - $ - $ 150,000 $
Projected Weekly DIP Requirements - $ 50,000 $ 75,000 $ - $ 75,000 $ 50,000 $ - $ - $ - $ 50,000 $ - $ - $ - $ 300,000 $
Cumulative Total - $ 50,000 $ 125,000 $ 125,000 $ 200,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $
Case 10-22760-PGH Doc 13-3 Filed 05/11/10 Page 1 of 4
Name of Debtor: R&J National Enterprises, Inc.
Case Number:
Date of Petition: 5/10/2010
WEEK ENDING
5/14/2010 5/21/2010 5/28/2010 6/4/2010 6/11/2010 6/18/2010 6/25/2010 7/2/2010 7/9/2010 7/16/2010 7/23/2010 7/30/2010 8/6/2010
1 Cash at Beginning of Period 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ - $ - $ - $ - $
2 Receipts:
A. Cash Sales - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Less: Cash Refunds - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Net Cash Sales - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
B. Collection on Postpetition AR - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
C. Collection on Prepetition AR - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
D. Other Receipts (Assume DIP) - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
E. Rent Receipts - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
3 Total Receipts - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
4 Cash Available for Operations 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ - $ - $ - $ - $
5 Disbursements
A. US Trustee Qtrly Fees - $ - $ - $ - $ - $ - $ - $ - $ 325 $ - $ - $ - $ - $
B. Net Payroll - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
C. Payroll Taxes Paid - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
D. Sales and Use Tax - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
E. Other Taxes - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
F. Rent - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
G. Other Leases - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
H. Telephone - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
I. Utilities - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
J. Travel & Entertainment - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
K. Vehicle Expenses - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
L. Office Supplies - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
M. Advertising - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
N. Insurance - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
O. Purchase of Fixed Assets - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
P. Purchase of Inventory - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Q. Manufacturing Supplies - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
R. Repairs & Maintenance - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
S. Payments to Secured Creditors - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
T. Other Operating Expenses - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
U. Legal & Professional Fees - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
6 Total Disbursements - $ - $ - $ - $ - $ - $ - $ - $ 325 $ - $ - $ - $ - $
7 Ending Cash Balance 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ 325 $ - $ - $ - $ - $ - $
Case 10-22760-PGH Doc 13-3 Filed 05/11/10 Page 2 of 4
Name of Debtor: Camtech Precision Manufacturing Inc.
Case Number:
Date of Petition: 5/10/2010
WEEK ENDING
5/14/2010 5/21/2010 5/28/2010 6/4/2010 6/11/2010 6/18/2010 6/25/2010 7/2/2010 7/9/2010 7/16/2010 7/23/2010 7/30/2010 8/6/2010
1 Cash at Beginning of Period - $ 126,197 $ 84,176 $ 17,022 $ 15,832 $ 44,566 $ 98,293 $ 11,369 $ 72,440 $ 11,037 $ 47,791 $ 2,417 $ 45,976 $
2 Receipts:
A. Cash Sales - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Less: Cash Refunds - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Net Cash Sales - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
B. Collection on Postpetition AR - $ - $ - $ - $ 95,171 $ 95,171 $ 95,171 $ 95,171 $ 174,146 $ 174,146 $ 174,146 $ 174,146 $ 213,308 $
C. Collection on Prepetition AR 126,197 $ 126,197 $ 126,197 $ 126,197 $ 71,512 $ 71,512 $ 71,512 $ 71,512 $ - $ - $ - $ - $ - $
D. Other Receipts (Assume DIP) 75,000 $ 75,000 $
E. Rent Receipts - $ - $ 12,000 $ - $ - $ - $ 12,000 $ - $ - $ - $ - $ 12,000 $ - $
3 Total Receipts 126,197 $ 126,197 $ 213,197 $ 126,197 $ 241,683 $ 166,683 $ 178,683 $ 166,683 $ 174,146 $ 174,146 $ 174,146 $ 186,146 $ 213,308 $
4 Cash Available for Operations 126,197 $ 252,394 $ 297,373 $ 143,219 $ 257,515 $ 211,249 $ 276,976 $ 178,052 $ 246,586 $ 185,183 $ 221,937 $ 188,563 $ 259,284 $
5 Disbursements
A. US Trustee Qtrly Fees - $ - $ - $ - $ - $ - $ - $ - $ 6,500 $ - $ - $ - $ - $
B. Net Payroll - $ 10,000 $ 109,500 $ 8,000 $ 107,500 $ 8,000 $ 107,500 $ 8,000 $ 107,500 $ 8,000 $ 107,500 $ 8,000 $ 107,500 $
C. Payroll Taxes Paid - $ 765 $ 8,377 $ 612 $ 8,224 $ 612 $ 8,224 $ 612 $ 8,224 $ 612 $ 8,224 $ 612 $ 8,224 $
D. Sales and Use Tax - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
E. Other Taxes - $ - $ 48,000 $ - $ - $ - $ 15,000 $ - $ - $ - $ 15,000 $ - $ - $
F. Rent - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
G. Other Leases - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
H. Telephone - $ - $ 2,100 $ - $ - $ - $ 2,100 $ - $ - $ - $ 600 $ 1,500 $ - $
I. Utilities 70,805 $ 1,825 $ 32,100 $ 225 $ 380 $ 1,500 $ 325 $ 32,325 $ 80 $ 300 $ 1,825 $ 31,725 $
J. Travel & Entertainment 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $
K. Vehicle Expenses - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
L. Office Supplies 2,283 $ 750 $ 750 $ 750 $ 1,650 $ 1,383 $ 750 $ 750 $ 1,650 $ 1,383 $ 750 $ 750 $
M. Advertising - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
N. Insurance 20,865 $ - $ - $ 26,000 $ 27,064 $ - $ - $ - $ 46,800 $ 6,264 $ - $ - $
O. Purchase of Fixed Assets - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
P. Purchase of Inventory 30,000 $ 40,000 $ 50,000 $ 50,000 $ 55,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 70,000 $
Q. Manufacturing Supplies 25,400 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $ 12,250 $
R. Repairs & Maintenance 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500 $
S. Payments to Secured Creditors - $ - $ 49,550 $ 15,675 $ - $ - $ 49,550 $ 15,675 $ - $ - $ - $ 49,550 $ 15,675 $
T. Other Operating Expenses - $ 3,600 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,600 $ 3,500 $ 3,500 $ 3,500 $ 3,500 $ 3,600 $ 3,500 $
U. Legal & Professional Fees
6 Total Disbursements - $ 168,218 $ 280,352 $ 127,387 $ 212,949 $ 112,956 $ 265,607 $ 105,612 $ 235,549 $ 137,392 $ 219,521 $ 142,587 $ 254,124 $
7 Ending Cash Balance 126,197 $ 84,176 $ 17,022 $ 15,832 $ 44,566 $ 98,293 $ 11,369 $ 72,440 $ 11,037 $ 47,791 $ 2,417 $ 45,976 $ 5,160 $
Case 10-22760-PGH Doc 13-3 Filed 05/11/10 Page 3 of 4
Name of Debtor: Avstar Fuel Systems, Inc.
Case Number:
Date of Petition: 5/10/2010
WEEK ENDING
5/14/2010 5/21/2010 5/28/2010 6/4/2010 6/11/2010 6/18/2010 6/25/2010 7/2/2010 7/9/2010 7/16/2010 7/23/2010 7/30/2010 8/6/2010
1 Cash at Beginning of Period - $ 76,214 $ 17,881 $ 46,395 $ 31,361 $ 47,547 $ 9,686 $ 27,871 $ 35,536 $ 57,347 $ 3,987 $ 6,273 $ 63 $
2 Receipts:
A. Cash Sales - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Less: Cash Refunds - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Net Cash Sales - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
B. Collection on Postpetition AR - $ - $ - $ - $ 27,698 $ 27,698 $ 27,698 $ 27,698 $ 70,386 $ 70,386 $ 70,386 $ 70,386 $ 70,738 $
C. Collection on Prepetition AR 76,214 $ 76,214 $ 76,214 $ 43,188 $ 43,188 $ 43,188 $ 43,188 $ 43,188 $ - $ - $ - $ - $ - $
D. Other Receipts (Assume DIP) - $ - $ 50,000 $ 50,000 $ 50,000 $
E. Rent Receipts - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
3 Total Receipts 76,214 $ 76,214 $ 76,214 $ 93,188 $ 70,885 $ 70,885 $ 70,885 $ 120,885 $ 70,386 $ 70,386 $ 70,386 $ 120,386 $ 70,738 $
4 Cash Available for Operations 76,214 $ 152,427 $ 94,095 $ 139,582 $ 102,247 $ 118,432 $ 80,571 $ 148,757 $ 105,922 $ 127,733 $ 74,373 $ 126,659 $ 70,801 $
5 Disbursements
A. US Trustee Qtrly Fees - $ - $ - $ - $ - $ - $ - $ - $ 4,875 $ - $ - $ - $ - $
B. Net Payroll - $ 64,000 $ - $ 64,000 $ - $ 64,000 $ - $ 64,000 $ - $ 64,000 $ - $ 64,000 $ - $
C. Payroll Taxes Paid - $ 4,896 $ - $ 4,896 $ - $ 4,896 $ - $ 4,896 $ - $ 4,896 $ - $ 4,896 $ - $
D. Sales and Use Tax - $ 750 $ - $ - $ - $ 750 $ - $ - $ - $ 750 $ - $ - $ - $
E. Other Taxes - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
F. Rent - $ - $ 12,000 $ - $ - $ - $ 12,000 $ - $ - $ - $ - $ 12,000 $ - $
G. Other Leases - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
H. Telephone - $ - $ 1,600 $ - $ - $ - $ 1,600 $ - $ - $ - $ - $ 1,600 $ - $
I. Utilities 3,000 $ - $ - $ 3,000 $ - $ - $ - $ 3,000 $ - $ - $ - $ 3,000 $
J. Travel & Entertainment 500 $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 $ 500 $
K. Vehicle Expenses - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
L. Office Supplies 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $
M. Advertising - $ - $ - $ 1,600 $ - $ - $ - $ 1,600 $ - $ - $ - $ - $
N. Insurance 11,000 $ - $ - $ 11,000 $ - $ - $ - $ - $ 10,000 $ 24,000 $ - $ - $
O. Purchase of Fixed Assets - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
P. Purchase of Inventory 45,000 $ 30,000 $ 30,000 $ 35,000 $ 35,000 $ 35,000 $ 35,000 $ 35,000 $ 40,000 $ 40,000 $ 40,000 $ 40,000 $
Q. Manufacturing Supplies 3,600 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $
R. Repairs & Maintenance 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $
S. Payments to Secured Creditors - $ - $ - $ 5,225 $ - $ - $ - $ 5,225 $ - $ - $ - $ - $ 5,225 $
T. Other Operating Expenses 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $
U. Legal & Professional Fees - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
6 Total Disbursements - $ 134,546 $ 47,700 $ 108,221 $ 54,700 $ 108,746 $ 52,700 $ 113,221 $ 48,575 $ 123,746 $ 68,100 $ 126,596 $ 52,325 $
7 Ending Cash Balance 76,214 $ 17,881 $ 46,395 $ 31,361 $ 47,547 $ 9,686 $ 27,871 $ 35,536 $ 57,347 $ 3,987 $ 6,273 $ 63 $ 18,476 $
Case 10-22760-PGH Doc 13-3 Filed 05/11/10 Page 4 of 4

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