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CAMTECH PRECISION MANUFACTURING, INC., Debtor. DEBTORS in POSSESSION'S MOTION for Authorization to Use Cash Collateral. THE Debtors has a PAYROLL to FUND On May 13, 2010.
CAMTECH PRECISION MANUFACTURING, INC., Debtor. DEBTORS in POSSESSION'S MOTION for Authorization to Use Cash Collateral. THE Debtors has a PAYROLL to FUND On May 13, 2010.
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CAMTECH PRECISION MANUFACTURING, INC., Debtor. DEBTORS in POSSESSION'S MOTION for Authorization to Use Cash Collateral. THE Debtors has a PAYROLL to FUND On May 13, 2010.
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Attribution Non-Commercial (BY-NC)
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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
2 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
3 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
4 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
5 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
6 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
7 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
8
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
9
CAMTECH PRECISION MANUFACTURING, INC.
4-M PRECISION STAMPING, INC. 4000 TECHNOLOGY PARK BLVD. AUBURN, NY 13021
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 &s 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
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
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.
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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 26 of 48 ' . (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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 27 of 48 (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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 28 of 48 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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 29 of 48 (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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 30 of 48 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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 34 of 48 ,, . 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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 35 of 48 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 Case 10-22760-PGH Doc 13-2 Filed 05/11/10 Page 36 of 48 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
Joint Liquidating Second Amended Plan of Fastship, Inc. and Its Subsidiaries Pursuant To Chapter 11 of The United States Bankruptcy Code (The "Plan") Filed On June 27, 2012, Pursuant
Related To Docket No. 1845 Declaration of Gerald A. Tywoniuk in Support of Confirmation of First Amended Chapter 11 Plan of Liquidation For Pacific Energy Resources, LTD., Et Al, As Modified