EFTA01295413.pdf

Inc
NAME SEARCHED: JeeperS,
PWM 81S-RESEARCH performed due diligence research in accordance with the standards set by AML Compliance for your business. We completed thorough searches
on your subject name(s) in the required databases and have attached the search results under the correct heading below.
Significant negative media results may require escalation to senior business, Legal and Compliance management. Also, all accounts involving PEPs must be escalated.
Search: Result: Click here for results: Reviewer Comments (as necessary):
0 No Hit 0 Not Required
RDC I. RDC Results No RDC alert (Please see attached)
El Hit
No Hit 0 Not Required
PCR H. PCR Results No PCR alert (Please see attached)
0 Hit
0 Yes No III. Negative Media There was no information found
PA4
BIS Non-Negative Media There was no information found
0 Not Requital IV.
V. Other Langone Media There was no information found
0
Results? Yes 0 No vi. Da
obtEl Result Found(please see attached)
0 Not Required
Smartlinx Results? 0 Yes 0 No
Result Found(please see attached)
0 Not Required VII. Smartlinx
0 Review by Legal May Result Found(please see attached)
Court Cases be Required C) No Results VIII. Court Cases
0 Search not required
Prepared by: Urvashi Lavania Date:09/03/2013
Research Analyst
Instructions:
I. Review and confirm that all results are returned for your client.
2. Please note that you are still required to perform any Martindale-Hubbell search (if applicable) on each search subject. We have attached the web
link below for your convenicnce:Martindak-Hubbellhttp://www.martindak.corn/xp/Martindale/home.xml
3. As needed, provide comment for any negative results.
4. If applicable, please obtain clearance from Compliance for all alerts.
5. Save any changes you make to this document and attach file to your 1CYC.
Please note: Submission of a signed KYC is your confirmation that you have fully reviewed the research documents.
For internal use only
SONY GM_00054620
CONFIDENTIAL
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) OB-SDNY-0017444
EFTA210165190
EFTA01295413

OFAC RESULTS
RDC:
11526390 No Match Found 6716633 Jeepers, Inc Country:Virgin Islands, U.s.
PCR:
C20130918689934 Jeepers, Inc 6716633 NCA customised Auto-Closed No-Hit 04/09/2013
BIS RESULTS
Negative Media:
There was no information found
Non-Negative Media:
There was no information found
Other Language Media:
There was no information found
Public Records:
1 OF 3 RECORD(S)
FOR INFORMATIONAL PURPOSES ONLY
Copyright 2013 LexisNexis
a division of Reed Elsevier Inc. All Rights Reserved.
Subject Summary
Name Address County/FIPS
JEEPERS. INC. 60 HICKORY DR
WALTHAM. MA 02451-1013
Name Variations/DBAs
# Name Variations
1. JEEPERAL, INC.
2. JEEPERS FRANCHISE INC.
3. JEEPERS HOLDING CORP.
4. JEEPERS INCORPORATED
5. JEEPERSI. INC.
6. JEEPERSL, INC.
Phone Summary - 20 records found
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SDNY_GM_00054621
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EFTA01295414

Page 2
# Telephone Number
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19
20
Addresses - 17 records found
# Address Dates County MSA
1. 60 HICKORY DR 12/15/1998 - MIDDLESEX Boston, MA-NH -
WALTHAM, MA 02451 1120
7/22013
2. 60 HICKORY DR 5 3/1996 - MIDDLESEX Boston, MA-NH -
WALTHAM. MA 02451 1120
10/22/1997
3. 5800 BALTIMORE NATIONAL 9/1992 - BALTIMORE Baltimore, MD -
PIKE 0720
CATONSVILLE. MD 21228 7/2009
4. 800 SOUTH ST 355 2/19/1991 - MIDDLESEX Boston, MA-NH -
WALTHAM, MA 02453 1120
722013
5. 800 SOUTH ST 6/10/2004 - MIDDLESEX Boston. MA-NH -
WALTHAM. MA 02453 1120
5/13/2013
6. 800 SOUTH ST 480 11/28/2005 - MIDDLESEX Boston, MA-NH -
WALTHAM, MA 02453 1120
3/2/2006
7. 800 SOUTH ST 35 2002 - MIDDLESEX Boston, MA-NH -
WALTHAM, MA 02453 1120
2002
8. 63 SOUTH AVE 2/26/1998 - MIDDLESEX Boston, MA-NH -
BURLINGTON, MA 01803 1120
4/4/2011
9. 8321 CONCORD MILLS BLVD 1/17/1999 - CABARRUS Charlotte-
CONCORD, NC 28027 Gastonia-Rock
Hill, NC-SC -
7/2013 1520
10. 2525 CLEANLEIGH DR 9/1992 - BALTIMORE Baltimore, MD -
PARKVILLE, MD 21234 0720
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SDNY_GM_00054622
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Page 3
# Address Dates County MSA
2/26/2010
11. 166 LAFAYETTE RD 11/25/1998 - ESSEX Boston. MA-NH -
SALISBURY, MA 01952 1120
7/2013
12. 6711 RITCHIE HWY 9/1992 - ANNE ARUNDEL Baltimore, MD -
GLEN BURNIE. MD 21061 0720
1/22/2013
13. WALTHAM, MA 02451 3/12/2004 - MIDDLESEX Boston. MA-NH -
1120
6/7/2006
14. 20070 W 151ST ST 5/1997 - JOHNSON Kansas City, MO-
OLATHE, KS 66061 KS - 3760
10/24/2011
15. 17677 TORRENCE AVE 11/1998 - COOK Chicago. IL -
LANSING, IL 60438 1600
1/2008
16. PO BOX 8238 6/2006 - NUECES Corpus Christi,
CORPUS CHRISTI, TX 78468 TX -1880
10/17/2006
17. SOUTH ST 2/18/2011 - MIDDLESEX
WALTHAM, MA 02453
8/22)2012
Profile Information - 9 records found
1: JEEPERS FRANCHISE INC.
Company Name: JEEPERS FRANCHISE INC.
Date Of Incorporation: 6/10/2004
State Of Incorporation: MA
Charter Number: 000869922
Status Of Incorporation: INACTIVE
2: JEEPERS FRANCHISE INC.
Company Name: JEEPERS FRANCHISE INC.
Date Of Incorporation: 6/10/2004
State Of Incorporation: MA
Charter Number: 000869922
Status Of Incorporation: INACTIVE
3: JEEPERS FRANCHISE INC.
Company Name: JEEPERS FRANCHISE INC.
Date Of Incorporation: 6/10/2004
State Of Incorporation: MA
Charter Number: 000869922
Status Of Incorporation: INACTIVE
4: JEEPERS: INC.
Company Name: JEEPERS: INC.
Date Of Incorporation: 3/212000
Charter Number: 000698836
Status Of Incorporation: INACTIVE
5: JEEPERS: INC.
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Page 4
5: JEEPERS: INC.
Company Name: JEEPERS: INC.
Date Of Incorporation: 3/23/2000
Charter Number: 000698836
Status Of Incorporation: INACTIVE
6: JEEPERS: INC.
Company Name: JEEPERS: INC.
Date Of Incorporation: 3/2312000
Charter Number: 000698836
Status Of Incorporation: INACTIVE
7: JEEPERS HOLDING CORP.
Company Name: JEEPERS HOLDING CORP.
Date Of Incorporation: 12/15/1998
State Of Incorporation: MA
Charter Number: 000639586
Status Of Incorporation: INACTIVE
8: JEEPERS HOLDING CORP.
Company Name: JEEPERS HOLDING CORP.
Date Of Incorporation: 12/15/1998
State Of Incorporation: MA
Charter Number: 000639586
Status Of Incorporation: INACTIVE
9: JEEPERS HOLDING CORP.
Company Name: JEEPERS HOLDING CORP.
Date Of Incorporation: 12/15/1998
State Of Incorporation: MA
Charter Number: 000639586
Status Of Incorporation: INACTIVE
Executives -15 records found
# Name Titles
1. ALMARAZ, JENNIE TREASURER, CONTROLLER, CONTROLLER
2. ALMARAZ. JENNIE TREASURER
3. NADINE CEO, CEO, PRESIDENT, PRESIDENT
4. CONNOLLY., MARY-ELISE PRESIDENT. PRESIDENT, SECRETARY
5. CONNOLLY. MARY-ELISE SECRETARY
6. DAVIS. JOMATHAN OWNER, OWNER
7. DEVINE, JOHN PRESIDENT
8. EAGAN, PAT MANAGER
9. EL, HAGE CHAIRMAN 0
10. ELHAGE. NABIL PRESIDENT. TREASURER
11. EL-HAGE, NABIL OWNER, PRESIDENT, PRESIDENT, PRESIDENT,
TREASURER
12. HAGE, EL CHAIRMAN 0
13. RAGE, NABIL E PRESIDENT
14. MARSH. NORMAN HUMAN RESOURCES EXECUTIVE. SALES
EXECUTIVE, MANAGER
15. SANGINARIO, KENNETH J TREASURER
Registered Agents - 3 records found
# Name Address
1. C T CORPORATION SYSTEM 155 FEDERAL ST STE 700 BOSTON, MA 02110-
1727
2. MARYELISE CONNOLLY 800 SOUTH ST STE 355 WALTHAM. MA 02453-
1457
3. NADINE BARDURY 800 SOUTH ST STE 355 WALTHAM, MA 02453-
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SDNY_GM_00054624
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EFTA01295417

Page 5
# Name Address
1457
Industry Information - 9 records found
Industry Numbers
SIC Codes: 5511 Car & Truck Dealers, New & Used
5621 WOMENS READY-TO-WEAR STORES
5812 Restaurants
5900 MISCELLANEOUS RETAIL STORES
7929 ENTERTAINERS & ENTERTAINMENT GRPS
7993 Amusement Devices, Coin-Operated
7996 Amusement Parks
7999 Amusement & Recreation Services, N
8351 Child Day Care Services
Company ID Numbers - 6 records found
Company ID Numbers
FEINs:
Sec. of State Charter No(s): MA, 000639586
MA, 000698836
MA. 000869922
Judgments and Liens - 25 records found
1: MD Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
Debtor
Company Name: JEEPERS
Tax Id
Debtor Information
Original Name: JEEPERS OF MD INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
Debtor
Company Name: JEEPERS OF MD INC
Creditor Information
Name: STATE OF MARYLAND
Filing Information
Jurisdiction: MD
Amount: $15,425
Original Filing Date: 5/8/2008
Filing 1
Number: 24L08003730
Type: STATE TAX LIEN
Book: 32
Page: 73
Agency: BALTIMORE CITY CIRCUIT COURT
Agency State: MD
Agency County: BALTIMORE (CITY)
2: OH Judgments and Liens Filings
Debtor Information
Original Name: HERD. JOEY
Address: 800 SOUTH ST STE WALTHAM, MA 02453-1478
Debtor
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2: OH Judgments and Liens Filings
Name: HERD. JOEY
Debtor Information
Original Name: JEEPERS
Address: 800 SOUTH ST STE WALTHAM. MA 02453-1478
Debtor
Company Name: JEEPERS
Tax Id:
Creditor Information
Name: VALPAK OF CLEVELAND
Filing Information
Jurisdiction: OH
Amount: $846
Original Filing Date: 12/28/2006
Filing 1
Number: 06CVI03370
Type: SMALL CLAIMS JUDGMENT
Agency: EUCLID MUNICIPAL
Agency State: OH
Agency County: CUYAHOGA
3: MA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 800 SOUTH ST STE 480 WALTHAM. MA 02453-1491
Debtor
Company Name:alliC
Tax Id:
Creditor Information
Name: FERRARO FOODS INC
Filing Information
Jurisdiction: MA
Amount: $82,793
Original Filing Date: 9/26/2006
Filing 1
Number: 200651CV000271
Type: CIVIL JUDGMENT
Agency: WALTHAM DIVISION DISTRICT COURT #51
Agency State: MA
Agency County: MIDDLESEX
4: MD Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 800 SOUTH ST WALTHAM. MA 02453-1478
Debtor
Company Name: JEEPERS
Tax Id:
Debtor Information
Original Name: JEEPERS OF MD INC
Address: 800 SOUTH ST WALTHAM, MA 02453-1478
Debtor
Company Name: JEEPERS OF MD INC
Creditor Information
Name: STATE OF MARYLAND
Filing Information
Jurisdiction: MD
Amount: $158,266.01
Original Filing Date: 8/31/2006
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SDNY_GM_00054626
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Page 7
4: MD Judgments and Liens Filings
Case Number: SL-06005615-2006-
Status: UPDATES MAY BE PRESENT ELSEWHERE IN THIS REPORT. CHECK
THE COURT FOR THE CURRENT STATUS
Filing 1
Number: 06-5615
Type: STATE TAX LIEN
Agency: MARYLAND CIRCUIT COURT
Agency State: MD
Agency County: BALT CITY
5: MA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 800 SOUTH ST WALTHAM. MA 02453-1478
Debtor
Company Name: JEEPERS INC
Tax Id
il El rinformation
Name: TUDOR INSURANCE CO
Filing Information
Jurisdiction: MA
Amount: $19.924
Original Filing Date: 6/12/2006
Filing 1
Number: 200651CV000008
Type: CIVIL JUDGMENT
Agency: WALTHAM DIVISION DISTRICT COURT #51
Agency State: MA
Agency County: MIDDLESEX
6: MA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 800 SOUTH ST STE 480 WALTHAM, MA 02453.1491
Debtor
Company Name: JEEPERS INC
Tax Id:
Creditor Information
Name: UNIQUE INDUSTRIES INC
Filing Information
Jurisdiction: MA
Amount: $9.369
Original Filing Date: 6/6/2006
Filing 1
Number: 200651CV000267
Type: CIVIL JUDGMENT
Agency: WALTHAM DIVISION DISTRICT COURT #51
Agency State: MA
Agency County: MIDDLESEX
7: PA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 8321 CONCORD MILLS BLVD CONCORD, NC 28027.6460
Debtor
Company Name: JEEPERS
Creditor Information
Name: SLUSH PUPPIE TRI STATE. INC.
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SDNY_GM_00054627
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Page 8
7: PA Judgments and Liens Filings
Filing Information
Jurisdiction: PA
Amount: $650
Original Filing Date: 2/22/2006
Filing 1
Number: CV000006906
Type: CIVIL NEW FILING
Agency: BEAVER CTY DIST JUSTICE-36-3-03
Agency State: PA
Agency County: BEAVER
8: PA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 8321 CONCORD MILLS BLVD CONCORD. NC 28027-6460
Debtor
Company Name: JEEPERS
Creditor Information
Name: SLUSH PUPPIE TRI STATE INC
Filing Information
Jurisdiction: PA
Original Filing Date: 2/22/2006
Release Date: 5/23/2006
Filing 1
Number: CV000006906
Type: CIVIL DISMISSAL
Agency: BEAVER CTY DIST JUSTICE-36.3.03
Agency State: PA
Agency County: BEAVER
9: PA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 8321 CONCORD MILLS BLVD CONCORD. NC 28027-6460
Debtor
Company Name: JEEPERS
Creditor Information
Name: SLUSH PUPPIE TRI STA , TE INC.
Filing Information
Jurisdiction: PA
Amount: $650.67
Original Filing Date: 2/22/2006
Case Number: CV-00000069-2006-VG
Status: UPDATES MAY BE PRESENT ELSEWHERE IN THIS REPORT. CHECK
THE COURT FOR THE CURRENT STATUS
Filing 1
Number: CV-0000069-06
Agency State: PA
Agency County: BEAVER
10: MD Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS OF INC
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453.1457
Debtor
Company Name: JEEPERS OF INC
Tax Id
Iort formation
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Page 9
10: MD Judgments and Liens Filings
Original Name: JUNGLE JIMS PLAYLANDS SVCORP TRU
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Debtor
Company Name: JUNGLE JIMS PLAYLANDS SVCORP TRU
Creditor Information
Name: PR GEORGES CO MD
Filing Information
Jurisdiction: MD
Amount: $17,947
Original Filing Date: 12/14/2005
Release Date: 11/14/2011
Filing 1
Number: 050200276982005
Type: SMALL CLAIMS JUDGMENT RELEASE
Agency: PRINCE GEORGES DISTRICT COURT
Agency State: MD
Agency County: PRINCE GEORGES
11: NC Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 800 SOUTH ST STE 480 WALTHAM, MA 02453.1491
Debtor
Company Name:
Tax Id:
Debtor Information
Original Name: JEEPERS OF GASTONIA INC
Address: 800 SOUTH ST STE 480 WALTHAM. MA 02453-1491
Debtor
Company Name: JEEPERS OF GASTONIA INC
Tax Id
Ligrliormation
Name: STATE OF NORTH CAROLINA
Filing Information
Jurisdiction: NC
Amount: $569
Original Filing Number: 2005M001005
Original Filing Date: 11/28/2005
Release Date: 3/2/2006
Filing 1
Number: 2005M001005
Type: STATE TM LIEN RELEASE
Agency: GASTON COUNTY SUPERIOR COURT
Agency State: NC
Agency County: GASTON
12: MD Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS OF INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
Debtor
Company Name: JEEPERS OF INC
Tax Id:
IIMI LIMr Information
Name: PR GEORGES CO MD
Filing Information
Jurisdiction: MD
Amount: $16,265
Original Filing Date: 9/7/2005
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12: MD Judgments and Liens Filings
Filing 1
Number: 050200276982005
Type: CIVIL NEW FILING
Agency: PRINCE GEORGES DISTRICT COURT
Agency State: MD
Agency County: PRINCE GEORGES
13: OH Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453.1457
Debtor
Company Name: JEEPERS INC
Tax Id:
I MPlormatIon
Name: CDC RANDALL PARK MALL TRUST
Filing Information
Jurisdiction: OH
Amount: $250.000
Original Filing Date: 10/17/2003
Filing 1
Number CV03501132
Type: CIVIL JUDGMENT
Agency: CUYAHOGA COUNTY COMMON PLEAS
Agency State: OH
Agency County: CUYAHOGA
14: FL Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Debtor
Company Name: JEEPERS INC
Tax Id:
Creditor Information
Name: PLAY TIME TOYS INC
Filing Information
Jurisdiction: FL
Amount: $7,249
Original Filing Date: 2/20/2003
Filing 1
Number: CCO035273
Type: CIVIL JUDGMENT
Book: 6805
Page: 4455
Agency: ORANGE COUNTY CIRCUIT COURT
Agency State: FL
Agency County: ORANGE
15: FL Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Debtor
Company Name:
Tax Id:
formation
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15: FL Judgments and Liens Filings
Name: PLAY TIME TOYS INC
Filing Information
Jurisdiction: FL
Original Filing Date: 1/3/2003
Filing 1
Number: 48CC2003000052
Type: CIVIL NEW FILING
Agency: ORANGE COUNTY CIRCUIT COURT
Agency State: FL
Agency County: ORANGE
16: SANGAMON COUNTY, ILLINOIS Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS 800 SOUTH ST STE 355 WALTHAM. MA 02453 FEIN:04-3331674
JEEPERS OF ILLINOIS INC 800 SOUTH ST STE 355 WALTHAM, MA
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Debtor
Company Name: JEEPERS
Tax Id:
omution
Original Name: JEEPERS 800 SOUTH ST STE 355 WALTHAM, MA 02453 FEIN:04-3331674
JEEPERS OF ILLINOIS INC 800 SOUTH ST STE 355 WALTHAM, MA
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Debtor
Company Name: JEEPERS OF ILLINOIS INC
Tax Id:
Filing Information
Jurisdiction: SANGAMON COUNTY. ILLINOIS
Amount: $208,826.79
Original Filing Date: 5/2/2002
Filing State: IL
Case Number: 2004R13499
Filing 1
Number: 2002R23728
Date: 3/22/2004
Type: ILLINOIS TAX RELEASE
Agency State: IL
17: IL Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
Debtor
Company Name: JEEPERS
Tax Id:
Debtor Information
Original Name: JEEPERS OF IL INC
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Debtor
Company Name: amp IL INC
Tax Id:
or Information
Original Name: JEEPERS OF ILLINOIS INC
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Debtor
Company Name: JEEPERS OF ILLINOIS INC
Tax Id:
Creditor Information
Name: STATE OF ILLINOIS
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17: IL Judgments and Liens Filings
Filing Information
Jurisdiction: IL
Amount: $208,826
Original Filing Number: 2002R23728
Original Filing Date: 5/22002
Release Date: 3/22/2004
Filing 1
Number: 2004R13499
Type: STATE TAX LIEN RELEASE
Page: 231
Agency: SANGAMON RECORDER OF DEEDS
Agency State: IL
Agency County: SANGAMON
Filing 2
Number: 2002R23728
Type: STATE TAX LIEN
Page: 523
Agency: SANGAMON RECORDER OF DEEDS
Agency State: IL
Agency County: SANGAMON
18: Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor
Company Name: M.
Tax Id:
Debtor Information
Original Name: JEEPERS OF NYACK INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor
Company Name: JEEPERS OF NYACK INC
Creditor Information
Name: WORKERS COMPENSATION BOARD OF NYS
Filing Information
Amount: $1,250
Original Filing Date: 1/30/2002
Case Number: 81502
Filing 1
Type: JUDGMENT
Agency State: NY
19: PA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS, INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor
Company Name: JEEPERS, INC
Tax Id:
nformation
Name: KANE BUILDERS. INC
Filing Information
Jurisdiction: PA
Amount: $23,989.54
Original Filing Date: 3/27/2001
Case Number: SC-00050702-2001-
Status: UPDATES MAY BE PRESENT ELSEWHERE IN THIS REPORT. CHECK
THE COURT FOR THE CURRENT STATUS
Filing 1
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19: PA Judgments and Liens Filings
Number: 01 50702
Type: CIVIL SUIT
Agency: COURT OF COMMON PLEAS
Agency State: PA
Agency County: DELAWARE
20: TX Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor
Company Name:
Tax Id:
or Information
Name: DELL MARKETING L P
Filing Information
Jurisdiction: TX
Amount: $88,194
Original Filing Date: 10t24/2000
Filing 1
Number: 253065
Type: CIVIL JUDGMENT
Book: 371
Page: 746
Agency: TRAVIS COUNTY COURT-AUSTIN
Agency State: TX
Agency County: TRAVIS
21: Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor
Company Name: JEEPERS INC
Tax Id:
itor Information
Name: TROY PILTZ
Filing Information
Amount: $2,019
Original Filing Date: 8/14/2000
Case Number: 0051SC0685
Filing 1
Type: JUDGMENT
Agency State: MA
22: PA Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor
Company Name: M.
Tax Id:
Creditor Information
Name: DELTRONIC LABS INC
Address: 120 LIBERTY LN CHALFONT. PA 18914.1820
Filing Information
Jurisdiction: PA
Original Filing Date: 2/28/2000
Case Number: SC-00001203.2000-
For internal use only
SDNY_GM_00054633
IDENTIAL
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22: PA Judgments and Liens Filings
Status: UPDATES MAY BE PRESENT ELSEWHERE IN THIS REPORT, CHECK
THE COURT FOR THE CURRENT STATUS
Filing 1
Number: 00-01203
Type: CIVIL SUIT
Agency: COURT OF COMMON PLEAS
Agency State: PA
Agency County: BUCKS
23: NJ Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor
Company Name• IFPPPPC me'
Tax I
Debtor rmation
Original Name: JEEPERS OF JERSEY GARDENS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor
Company Name: JEEPERS OF JERSEY GARDENS INC
Debtor Information
Original Name: JEEPERS OF NJ INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor
Company Name: JEEPERS OF NJ INC
Debtor Information
Original Name: JOHN DOE
Debtor
Name: DOE. JOHN
Debtor Information
Original Name: KENNETH J SANGINARIO
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor
Name: SANGINARIO. KENNETH J
SSN:
Debtor Information
Original Name: NABIL EL-HAGE
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor
Name: ELHAGE. NABIL
Debtor Information
Original Name: NJ METROMALL URBAN RENEWAL INC
Address: 20 S 3RD ST COLUMBUS, OH 43215-4206
Debtor
Company Name: NJ METROMALL URBAN RENEWAL INC
Debtor Information
Original Name: RICHARD ROE
Debtor
Name: ROE, RICHARD
Creditor Information
Name: C RAIMONDO & SONS CONSTRUCTION
Filing Information
Jurisdiction: NJ
Amount: $1,105,000
Original Filing Date: 1/13/2000
Case Number: SL-00000201-2000-
Status: UPDATES MAY BE PRESENT ELSEWHERE IN THIS REPORT: CHECK
THE COURT FOR THE CURRENT STATUS
Filing 1
For internal use only
SDNY_GM_00054634
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.ctQN(F DB-SONY-00 17458
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Page IS
23: NJ Judgments and Liens Filings
Number: L 000201 00
Type: CIVIL SUIT
Agency: NEW JERSEY SUPERIOR COURT LAW DIVISION
Agency State: NJ
Agency County: UNION
24: Judgments and Liens Filings
Debtor Information
Original Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor
Company Name: JEEPERS INC
Tax Id:
Creditor Information
Name: DETROIT NEWSPAPER
Filing Information
Amount: $7.993
Original Filing Date: 9/14/1999
Case Number: 9951CV0595
Filing 1
Type: JUDGMENT
Agency State: MA
25: COOK COUNTY, ILLINOIS - 6TH MUNICIPAL DISTRICT Judgments and Liens
Filings
Debtor Information
Original Name: JEEPERS 17677 TORRENCE LANSING. IL 60438-4839 SWENTO; STEVE
17677 TORRENCE LANSING. IL 60438-4839
Address: 17677 TORRENCE AVE LANSING. IL 60438-4839
Debtor
Company Name: JEEPERS
Debtor Information
Original Name: JEEPERS 17677 TORRENCE LANSING. IL 60438-4839 SWENTO: STEVE
17677 TORRENCE LANSING, IL 60438.4839
Address: 17677 TORRENCE AVE LANSING, IL 60438-4839
Debtor
Name: SWENTO, STEVE
Creditor Information
Name: ADLER, HERBERT
Filing Information
Jurisdiction: COOK COUNTY. ILLINOIS - 6TH MUNICIPAL DISTRICT
Amount: $130
Original Filing Date: 8/30/1999
Filing State: IL
Case Number: 99M6 0004170
Filing 1
Date: 2/3/2000
Type: DISMISSED JUDGMENT
Agency State: IL
UCC Liens - 100 records found
1:AZ UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS INC
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
For internal use only
SDNY_GM_00054635
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.ctc;IN(f DB-SDNY-00 17459
EFTA_00 165205
EFTA01295428

Page 16
1:AZ UCC LIEN FILING
Debtor 3
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Secured 1
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON. MA 02211-0001
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL INC
Address: 221 DANBURY RD WILTON. CT 06897-4007
Secured 3
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST MC MAOFD07A BOSTON, MA 02211-0001
Filing Information
Original Filing Number: 1051281
Original Filing Date: 1/29/1999
Filing 1
Filing Type: AMENDMENT
Pages: 100
Filing Number: 1051281
Filing Date: 9/5/2000
Expiration Date: 1/29/2005
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 6/1/1999
Filing Number: 1051281
Filing 3
Filing Type: INITIAL FILING
Filing Date: 1/29/1999
Filing Number: 1051281
Filing Offices
Address: 1760 W WASHINGTON AVE PHOENIX, AZ 85007
Filing Agency: SECRETARY OF STATE UCC DIVISION
Collateral Information
Description: 01/29/1999 1051281 - EQUIPMENT
2:AZ UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS INC
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Debtor 3
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Secured 1
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON. MA 02211-0001
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL INC
Address: 221 DANBURY RD WILTON. CT 06897.4007
Secured 3
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897.4007
For internal use only
SDNY_GM_00054636
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CCANI(E DB-SDNY-00 17460
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EFTA01295429

Page 17
2:AZ UCC LIEN FILING
Assignee Information
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST MC MAOFD07A BOSTON. MA 02211-0001
Filing Information
Original Filing Number: 1051282
Original Filing Date: 1/29/1999
Filing 1
Filing Type: AMENDMENT
Pages: 100
Filing Number: 1051282
Filing Date: 9/5/2000
Expiration Date: 1/29,2005
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 6/1/1999
Filing Number: 1051282
Filing 3
Filing Type: INITIAL FILING
Filing Date: 1/29/1999
Filing Number: 1051282
Filing Offices
Address: 1700 W WASHINGTON AVE PHOENIX, AZ 85007
Filing Agency: SECRETARY OF STATE UCC DIVISION
Collateral Information
Description: 01/29/1999 1051282 - EQUIPMENT
3:AZ UCC LIEN FILING
Debtor Information
Name: JEEPERSL INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE. CA 95110-1004
Filing Information
Original Filing Number: 01021809
Original Filing Date: 6/23/1998
Filing Type: INITIAL FILING
Filing Date: 6/23/1998
Filing Number: 01021809
Filing Offices
Address: 1700 W WASHINGTON AVE PHOENIX, AZ 85007
Filing Agency: SECRETARY OF STATE UCC DIVISION
Collateral Information
Description: 06/23/1998 01021809 - ACCOUNTS RECEIVABLE INCLUDING PROCEEDS
AND PRODUCTS,CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS,ACCOUNT(S) INCLUDING PROCEEDS AND
PRODUCTS:FIXTURES INCLUDING PROCEEDS AND
PRODUCTS:EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS:INVENTORY INCLUDING PROCEEDS AND
PRODUCTS.GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS,CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS:NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND
PRODUCTS:PARTNERSHIP INTERESTS
4:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
For internal use only
SDNY_GM_00054637
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0017461
EFTA_00 165207
EFTA01295430

Page 18
4:DE UCC LIEN FILING
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 4295798 5
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4295798 5
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4295798 5 - EQUIPMENT LEASED:COMPUTER EQUIPMENT
LEASED
5:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 4296262 1
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Number: 4296262 1
Filing Date: 10/15/2004
Contract Type: LEASE
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296262 1 - EQUIPMENT LEASED:COMPUTER EQUIPMENT
LEASED:FIXTURES LEASED
6:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 4296266 2
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296266 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296266 2 - COMPUTER EQUIPMENT LEASED:EQUIPMENT
LEASED
7:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
For internal use only
SDNY_GM_00054638
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-00 17462
EFTA 00165208
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Page 19
7:DE UCC LIEN FILING
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 4296270 4
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296270 4
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296270 4 - EQUIPMENT LEASED
8:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 4296274 6
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296274 6
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296274 6 - COMPUTER EQUIPMENT LEASED:EQUIPMENT
LEASED:FIXTURES LEASED
9:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 4296278 7
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296278 7
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296278 7 - EQUIPMENT LEASED
10:DE UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453.1457
Debtor 2
Name: JEEPERS! INC..
For internal use only
SDNY_GM_00054639
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.WN(F DB-SDNY-00 17463
EFTA 00165209
EFTA01295432

Page 20
10:DE UCC LIEN FILING
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 4296280 3
Original Filing Date: 10/15/2004
Filing 1
Filing Type: AMENDMENT
Filing Date: 1/11/2005
Filing Number: 5014385 0
Filing 2
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296280 3
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Collateral 1
Description: 01/11/2005 5014385 0 - EQUIPMENT
Collateral 2
Description: 10/15/2004 4296280 3 - EQUIPMENT LEASED
11:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 4296285 2
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296285 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296285 2 - EQUIPMENT LEASED
12:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 4296290 2
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296290 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
For internal use only
SDNY_GM_00054640
IDENTIAL
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Page 21
12:DE UCC LIEN FILING
Description: 10/15/2004 4296290 2 - EQUIPMENT LEASED
13:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 4296295 1
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296295 1
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296295 1 - EQUIPMENT LEASED
14:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 4296304 1
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296304 1
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296304 1 - EQUIPMENT LEASED
15:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 4296307 4
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/2004
Filing Number: 4296307 4
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296307 4 - EQUIPMENT LEASED
16:DE UCC LIEN FILING
For internal use only
SDNY_GM_00054641
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QC;IN(F DB-SDNY-00 17465
EFTA_00 I 6521 I
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Page 22
16:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 4296308 2
Original Filing Date: 10/15/2004
Filing Type: INITIAL FILING
Filing Date: 10/15/20O4
Filing Number: 4296308 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/15/2004 4296308 2 - EQUIPMENT LEASED
17:DE UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS' INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Debtor 2
Name: JEEPERS) INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Assignee Information
Name: GLOBAL ENTERTAINMENT VENTURES, LLC
Address: 153 N MAIN WESTON, MA 02493
Filing Information
Original Filing Number: 4296398 3
Original Filing Date: 10/15/2004
Filing 1
Filing Type: ASSIGNMENT
Filing Date: 9/19/2006
Filing Number: 6323725 2
Filing 2
Filing Type: AMENDMENT
Filing Date: 9/14/2006
Filing Number: 6317973 6
Filing 3
Filing Type: AMENDMENT
Filing Date: 9/13/2006
Filing Number 6317068 5
Filing 4
Filing Type: INITIAL FILING
Filing Date: 10/15/20O4
Filing Number 4296398 3
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Collateral 1
Description: 09/14/2006 6317973 6 - VEHICLES.EQUIPMENT
Collateral 2
Description: 09/13/2006 6317068 5 - EQUIPMENT:VEHICLES
Collateral 3
For internal use only
SDNY_GM_00054642
IDENTIAL
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Page 23
17:DE UCC LIEN FILING
Description: 10/15/2004 4296398 3 - EQUIPMENT
18:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 3306601 9
Original Filing Date: 11/20/2003
Filing Type: INITIAL FILING
Filing Date: 11/20/2003
Filing Number: 3306601 9
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/202003 3306601 9 - UNSPECIFIED
19:DE UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Debtor 2
Name: JEEPERS) INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL STREET MC MAOFD07A BOSTON, MA 02211-0001
Filing Information
Original Filing Number: 3306605 0
Original Filing Date: 11/20/2003
Filing Type: INITIAL FILING
Filing Date: 11/20/2003
Filing Number: 3306605 0
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/20/2003 3306605 0 - UNSPECIFIED
20:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453.1457
Secured Party Information
Name: FIRST UNION NATIONAL BANK. AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: 3306610 0
Original Filing Date: 11/20/2003
Filing Type: INITIAL FILING
Filing Date: 11/20/2003
Filing Number: 3306610 0
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
For internal use only
SDNY_GM_00054643
IDENTIAL
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20:DE UCC LIEN FILING
Collateral Information
Description: 11/20/2003 3306610 0 - UNSPECIFIED
21:DE UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Debtor 2
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Secured 1
Name: GLOBAL ENTERTAINMENT VENTURES. LLC
Secured 2
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Assignee Information
Name: GLOBAL ENTERTAINMENT VENTURES. LLC
Address: 153 NORTH AVE WESTON. MA 02493-2032
Filing Information
Original Filing Number: 1168287 6
Original Filing Date: 12/12/2001
Filing 1
Filing Type: CONTINUATION
Filing Date: 126/2006
Filing Number: 6423089 2
Filing 2
Filing Type: INITIAL FILING
Filing Date: 12/12/2001
Filing Number: 1168287 6
Filing Offices
Address: FEDERAL 8 DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/12/2001 1168287 6 - ALL ASSETS
22:DE UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! FRANCHISE, INC.
Debtor 2
Name: JEEPERS! FRANCHISE. INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Secured 1
Name: GLOBAL ENTERTAINMENT VENTURES. LLC
Secured 2
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Assignee Information
Name: GLOBAL ENTERTAINMENT VENTURES. LLC
Address: 153 NORTH AVE WESTON, MA 02493-2032
Filing Information
Original Filing Number: 1168369 2
Original Filing Date: 127122001
Filing 1
Filing Type: CONTINUATION
Filing Date: 12/5/2006
Filing Number 6423208 8
Filing 2
For internal use only
SDNY_GM_00054644
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-00 17468
EFTA 00165214
EFTA01295437

Page 25
22:DE UCC LIEN FILING
Filing Type: INITIAL FILING
Filing Date: 12/12/2001
Filing Number: 1168369 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/12/2001 1168369 2 - ALL ASSETS
23:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453.1457
Secured Party Information
Name: MOSS DISTRIBUTING. INC.
Address: 1801 GUTHRIE AVE DES MOINES, IA 50316-2735
Filing Information
Original Filing Number: 1166348 8
Original Filing Date: 11/13/2001
Filing Type: INITIAL FILING
Filing Date: 11/13/2001
Filing Number: 1166348 8
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/13/2001 1166348 8 - EQUIPMENT
24:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 1159066 5
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number 1159066 5
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159066 5 - EQUIPMENT LEASED
25:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159067 3
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number 1159067 3
For internal use only
SDNY_GM_00054645
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0017469
EFTA_00 165215
EFTA01295438

Page 26
25:DE UCC LIEN FILING
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159067 3 - EQUIPMENT LEASED
26:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897.4007
Filing Information
Original Filing Number: 1159069 9
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159069 9
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159069 9 - EQUIPMENT LEASED
27:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 1159074 9
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159074 9
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159074 9 - EQUIPMENT LEASED
28:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453.1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 1159079 8
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159079 8
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
For internal use only
SDNY_GM_00054646
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-00 17470
EFTA 00165216
EFTA01295439

Page 27
28:DE UCC LIEN FILING
Collateral Information
Description: 11/05/2001 1159079 8 - EQUIPMENT LEASED
29:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 1159080 6
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159080 6
Filing Offices
Address: FEDERAL 8 DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159080 6 - EQUIPMENT LEASED
30:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159082 2
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159082 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159082 2 - EQUIPMENT LEASED
31:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 1159083 0
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159083 0
Filing Offices
Address: FEDERAL 8 DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159083 0 - EQUIPMENT LEASED
For internal use only
SDNY_GM_00054647
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CCANI(E DB-SDNY-0017471
EFTA 00165217
EFTA01295440

Page 28
32:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159091 3
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159091 3
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159091 3 - COMPUTER EQUIPMENT LEASED,EQUIPMENT
LEASED
33:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 1159095 4
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159095 4
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159095 4 - EQUIPMENT LEASED
34:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159099 6
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Number: 1159099 6
Filing Date: 11/5/2001
Contract Type: LEASE
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Count: 00001
Description: 11/05/2001 1159099 6 - COMPUTER EQUIPMENT LEASED.FIXTURES
LEASED:EQUIPMENT LEASED
For internal use only
SDNY_GM_00054648
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-00 17472
EFTA 00165218
EFTA01295441

Page 29
35:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159102 8
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159102 8
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159102 8 - COMPUTER EQUIPMENT LEASED,EQUIPMENT
LEASED
36:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 1159108 5
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159108 5
Filing Offices
Address: FEDERAL 8 DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159108 5 -EQUIPMENT LEASED
37:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159113 5
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159113 5
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER. DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05=01 1159113 5 - EQUIPMENT LEASED
38:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
For internal use only
SDNY_GM_00054649
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QC;IN(F DB-SDNY-00 17473
EFTA 00165219
EFTA01295442

Page 30
38:DE UCC LIEN FILING
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159116 8
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Number: 1159116 8
Filing Date: 11/5/2001
Contract Type: LEASE
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159116 8 - COMPUTER EQUIPMENT LEASED.EQUIPMENT
LEASED
39:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159125 9
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Number 1159125 9
Filing Date: 11/5/2001
Contract Type: LEASE
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159125 9 - COMPUTER EQUIPMENT LEASED;EQUIPMENT
LEASED
40:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159131 7
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Number 1159131 7
Filing Date: 11/5/2001
Contract Type: LEASE
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159131 7 - COMPUTER EQUIPMENT LEASED.EQUIPMENT
LEASED
For internal use only
SDNY_GM_00054650
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-00 17474
EFTA_00 165220
EFTA01295443

Page 31
41:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 1159138 2
Original Filing Date: 11/5/2001
Filing Type: INITIAL FILING
Filing Date: 11/5/2001
Filing Number: 1159138 2
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/05/2001 1159138 2 - COMPUTER EQUIPMENT LEASED,EQUIPMENT
LEASED
42:DE UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
Secured Party Information
Secured 1
Name: BANKERS TRUST CO., N.A.
Address: 453 7TH ST DES MOINES, IA 50309-4110
Secured 2
Name: MOSS DISTRIBUTING, INC.
Address: 1801 GUTHRIE AVE DES MOINES, IA 50316-2735
Filing Information
Original Filing Number: 1136495 4
Original Filing Date: 10/10/2001
Filing Type: INITIAL FILING
Filing Date: 10/10/2001
Filing Number 1136495 4
Filing Offices
Address: FEDERAL & DUKE OF YORK STS DOVER, DE 19901
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/10/2001 1136495 4 - EQUIPMENT
43:IL UCC LIEN FILING
Debtor Information
Debtor 1
Name: CONCORDE GREEN SHOPPING CENTER
Address: 91 NORTH AVE GLENDALE HEIGHTS, IL 60139-3496
Debtor 2
Name: JEEPERS INC
Address: 17677 TORRENCE AVE LANSING. IL 60438-4839
Debtor 3
Name: LANSING SQUARE
Address: 4516 N HARLEM AVE CHICAGO, IL 60706-4712
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT INC
Address: 10123 MAIN ST CLARENCE, NY 14031-2164
Filing Information
Original Filing Number: 004367052
Original Filing Type: UCC-1 FINANCING STATEMENT
Original Filing Date: 4/6/2001
For internal use only
SDNY_GM_00054651
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QC;IN(F DB-SDNY-00 17475
EFTA_00 I 6522 I
EFTA01295444

Page 32
43:IL UCC LIEN FILING
Pages: 1
Expiration Date: 4/6/2006
Collateral Information
Description: 04/06/2001 004367052 - EQUIPMENT
44:IL UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL INC
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Information
Original Filing Number: 004147617
Original Filing Type: UCC-1 FINANCING STATEMENT
Original Filing Date: 1/25/2000
Filing Type: AMENDMENT TO A SECURED PARTY
Pages: 1
Filing Number: 004279352
Filing Date: 10/6/2000
Expiration Date: 1/25/2005
Collateral Information
Description: 10/06/2000 004279352 - EQUIPMENT
45:IL UCC LIEN FILING
Debtor Information
Name: JEEPER INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Secured 1
Name: CENTRE CAPITAL INVESTORS II LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK. NY 10112.0015
Secured 2
Name: CENTRE CAPITAL OFFSHORE INVESTORS II LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 3
Name: CENTRE CAPITAL TAX EXEMPT INVESTORS II LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112.0015
Secured 4
Name: CENTRE CAPITAL TAX EXEMPT INVESTORS II LTD PARTNERSHIP
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Secured 5
Name: CENTRE COINVESTMENT LTD PARTNERSHIP
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Secured 6
Name: CENTRE PARALLEL MANAGEMENT PARTNERS LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 7
Name: CENTRE PARALLEL MANAGEMENT PARTNERS LTD PARTNERSHIP
Address: 877 SUPREME DR BENSENVILLE. IL 60106-1106
Secured 8
Name: CENTRE PARTNERS COINVESTMENT LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK. NY 10112-0015
Secured 9
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Secured 10
Name: STATE BOARD OF ADMIN OF FLORIDA %CENTRE PARALLEL MGMNT
PRTS LP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
For internal use only
SDNY_GM_00054652
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SONY-00 17476
EFTA_00 165222
EFTA01295445

Page 33
45:IL UCC LIEN FILING
Filing Information
Original Filing Number: 004010683
Original Filing Type: UCC-1 FINANCING STATEMENT
Original Filing Date: 3/26/1999
Filing Type: ASSIGNMENT TO A SECURED PARTY
Pages: 3
Filing Number: 004169429
Filing Date: 2/22/2000
Expiration Date: 3/26/2004
Collateral Information
Description: 02/22/2000 004169429 - CONTRACT RIGHTS
46:IL UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Secured 1
Name: CENTRE CAPITAL INVESTORS II LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112.0015
Secured 2
Name: CENTRE CAPITAL OFFSHORE INVESTORS II LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 3
Name: CENTRE CAPITAL TAX EXEMPT INVESTORS II LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 4
Name: CENTRE PARALLEL MANAGEMENT PARTNERS LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 5
Name: CENTRE PARTNERS COINVESTMENT LTD PARTNERSHIP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 6
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Secured 7
Name: STATE BOARD OF ADMIN OF FLORIDA %CENTRE PARALLEL MGMNT
PRTN LP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Filing Information
Original Filing Number: 003955789
Original Filing Type: UCC-1 FINANCING STATEMENT
Original Filing Date: 12/10/1998
Filing Type: ASSIGNMENT TO A SECURED PARTY
Pages: 5
Filing Number: 004169430
Filing Date: 2/22/2000
Expiration Date: 12/10/2003
Collateral Information
Description: 02/22/2000 004169430 - INVENTORY
.WITH PRODUCTS
47:IL UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: GLOBAL ENTERTAINMENT VENTURES LLC
Address: 153 NORTH AVE WESTON, MA 02493-2032
Filing Information
For internal use only
SDNY_GM_00054653
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QC;IN(F DB-SONY-00 17477
EFTA_00 165223
EFTA01295446

Page 34
47:IL UCC LIEN FILING
Original Filing Number: 003869897
Original Filing Type: UCC-1 FINANCING STATEMENT
Original Filing Date: 6/23/1996
Filing 1
Filing Type: PARTIAL RELEASE
Pages: 2
Filing Number: 004384981
Filing Date: 5/14/2001
Expiration Date: 6/23/2003
Filing 2
Filing Type: ASSIGNMENT TO A SECURED PARTY
Pages: 2
Filing Number: 004384980
Filing Date: 5/14/2001
Expiration Date: 6/23/2003
Collateral Information
Collateral 1
Description: 05/14/2001 004384981 - ACCOUNTS RECEIVABLE. INVENTORY.
CONTRACT RIGHTS CHATTEL PAPER. GENERAL INTANGIBLE
WITH PROCEEDS.WITH PRODUCTS
Collateral 2
Description: 05/14/2001 004384980 - ACCOUNTS RECEIVABLE, INVENTORY,
CONTRACT RIGHTS CHATTEL PAPER. GENERAL INTANGIBLE
WITH PROCEEDS,WITH PRODUCTS
48:IL UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Filing Information
Original Filing Number: 003745189
Original Filing Type: UCC-1 FINANCING STATEMENT
Original Filing Date: 9/29/1997
Pages:
Expiration Date: 9/29/2002
Collateral Information
Description: 09/29/1997 003745189 - EQUIPMENT
49:IN UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Filing Information
Original Filing Number: 2279516
Original Filing Date: 9/13/1999
Filing Type: INITIAL FILING
Filing Date: 9/13/1999
Filing Number 2279516
Filing Offices
Address: 302 W WASHINGTON ST RM E-018 INDIANAPOLIS, IN 46204
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 09/13/1999 2279516 - CHATTEL PAPER;PRODUCTS AND
PROCEEDS,GENERAL
For internal use only
SDNY_GM_00054654
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-00 17478
EFTA_00 165224
EFTA01295447

Page 35
49:IN UCC LIEN FILING
INTANGIBLE(S);INVENTORY;FIXTURES;EQUIPMENT;ALL ASSETS;REAL
PROPERTY:CONTRACT RIGHTS:ACCOUNTS RECEIVABLE
50:IN UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE. CA 95110-1004
Filing Information
Original Filing Number: 2279517
Original Filing Date: 9/13/1999
Filing Type: INITIAL FILING
Filing Date: 9/13/1999
Filing Number: 2279517
Filing Offices
Address: 302 W WASHINGTON ST RM E-018 INDIANAPOLIS, IN 46204
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 09/13/1999 2279517 - ACCOUNTS RECEIVABLE:CONTRACT
RIGHTS:PRODUCTS AND PROCEEDS:INVENTORY:REAL
PROPERTY:GENERAL INTANGIBLE(S)ALL ASSETS:FIXTURES:CHATTEL
PAPER:EQUIPMENT
51:KS UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 20070 W 151ST ST OLATHE, KS 66061-7229
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT INC
Address: 10123 MAIN ST CLARENCE. NY 14031-2164
Filing Information
Original Filing Number: 5080940
Original Filing Date: 12/6/2001
Filing Type: INITIAL FILING
Pages: 2
Filing Number: 5080940
Filing Date: 12/6/2001
Expiration Date: 12/6/2006
Filing Offices
Address: 120 SW 10TH AVE TOPEKA. KS 66612
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/06/2001 5080940 - EQUIPMENT
52:KS UCC LIEN FILING
Debtor Information
Debtor
Name: JEEPERS! INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Debtor 2
Name: JEEPERS! INC.
Address: 20070 W 151ST ST OLATHE. KS 66061-7229
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT, INC.
Address: 10123 MAIN ST CLARENCE. NY 14031-2164
Filing Information
Original Filing Number: 4604690
Original Filing Date: 4/6/2001
For internal use only
SDNY_GM_00054655
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-00 17479
EFTA_00 165225
EFTA01295448

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52:KS UCC LIEN FILING
Filing Type: INITIAL FILING
Filing Date: 4/6/2001
Filing Number: 4604690
Filing Offices
Address: 301 SW 10TH AVE TOPEKA. KS 66612
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 04/06/2001 4604690 - EQUIPMENT
53:KS UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Filing Information
Original Filing Number: 2520509
Original Filing Date: 1/8/1999
Filing Type: INITIAL FILING
Pages: 4
Filing Number 2520509
Filing Date: 1/8/1999
Expiration Date: 1/8/2004
Filing Offices
Address: 301 SW 10TH AVE TOPEKA, KS 66612
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 01/08/1999 2520509 - EQUIPMENT AND PRODUCTS
54:KS UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS!. INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Secured 1
Name: FIRST UNION NATIONAL BANK, AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Secured 2
Name: LEASING TECH INTL INC
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Name: FIRST UNION NATIONAL BANK
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: 2488565
Original Filing Date: 9/9/1998
Filing 1
Filing Type: AMENDMENT
Filing Date: 9/7/2000
Filing Number 3962230
Filing 2
Filing Type: ASSIGNMENT
Pages: 2
Filing Number 2578421
Filing Date: 8/3/1999
For internal use only
SDNY_GM_00054656
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CCIN(F DB-SDNY-00 17480
EFTA 00165226
EFTA01295449

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54:KS UCC LIEN FILING
Expiration Date: 9/9/2003
Filing 3
Filing Type: INITIAL FILING
Pages: 2
Filing Number: 2488565
Filing Date: 9/9/1998
Expiration Date: 9/9/2003
Filing Offices
Address: 301 SW 10TH AVE TOPEKA, KS 66612
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Collateral 1
Description: 08/03/1999 2578421 - EQUIPMENT
Collateral 2
Description: 09/09/1998 2488565 - COMPUTER EQUIPMENT:EQUIPMENT
55:KS UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BK
Address: 226 AIRPORT PKWY SAN JOSE. CA 95110-1004
Filing Information
Original Filing Number: 2466610
Original Filing Date: 6/23/1998
Filing Type: INITIAL FILING
Pages: 3
Filing Number 2466610
Filing Date: 6/23/1998
Expiration Date: 6/23/2003
Filing Offices
Address: 301 SW 10TH AVE TOPEKA, KS 66612
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 06/23/1998 2466610 - EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS:FIXTURES INCLUDING PROCEEDS AND
PRODUCTS:ACCOUNT(S) INCLUDING PROCEEDS AND
PRODUCTS.CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS:GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS,INVENTORY INCLUDING PROCEEDS AND
PRODUCTS:ACCOUNTS RECEIVABLE INCLUDING PROCEEDS AND
PRODUCTS:CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS.NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND
PRODUCTS:PARTNERSHIP INTERESTS
56:KS UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Filing Information
Original Filing Number: 2391056
Original Filing Date: 9/29/1997
Filing Type: INITIAL FILING
Pages: 2
Filing Number 2391056
Filing Date: 9/29/1997
For internal use only
SDNY_GM_00054657
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-0017481
EFTA 00165227
EFTA01295450

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56:KS UCC LIEN FILING
Expiration Date: 9/29/2002
Filing Offices
Address: 301 SW 10TH AVE TOPEKA. KS 66612
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 09/29/1997 2391056 - EQUIPMENT
57:MA UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS', INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Debtor 2
Name: JEEPERS. INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Filing Status
Description: ACTIVE
Filing Information
Original Filing Number: 00686727
Original Filing Type: UCC-1 ORIGINAL
Original Filing Date: 1/5/2000
Filing 1
Filing Type: AMENDMENT
Description: ACTIVE
Filing Number: 00741589
Filing Date: 9/5/2000
Filing 2
Description: ACTIVE
Filing Number: 00686727
58:MD UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC
Address: 5800 BALTIMORE NATIONAL PIKE CATONSVILLE. MD 21228-1308
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT, INC.
Address: 10123 MAIN ST CLARENCE, NY 14031-2164
Filing Information
Original Filing Number: 00000181103347
Original Filing Date: 12/6/2001
Filing Type: INITIAL FILING
Filing Number: 00000181103347
Filing Date: 12/6/2001
Expiration Date: 12/6/2006
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: UCC DIVISION
Collateral Information
Description: 12/06/2001 00000181103347 - EQUIPMENT
59:MD UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 5800 BALTIMORE NATIONAL PIKE CATONSVILLE. MD 21228-1308
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT. INC.
Address: 10123 MAIN ST CLARENCE, NY 14031-2164
For internal use only
SDNY_GM_00054658
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.WIN(F DB-SDNY-00 17482
EFTA_00 165228
EFTA01295451

Pace 39
59:MD UCC LIEN FILING
Filing Information
Original Filing Number: 00000181079551
Original Filing Date: 4/6/2001
Filing Type: INITIAL FILING
Filing Number: 00000181079551
Filing Date: 4/6/2001
Expiration Date: 4/6/2013
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: UCC DIVISION
Collateral Information
Description: 04/06/2001 00000181079551 - EQUIPMENT
60:MD UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 63 SOUTH AVE BURLINGTON, MA 018034903
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Assignee Information
Name: FIRST UNION NATIONAL BANK. AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: 39100000032933
Original Filing Date: 1/4/2001
Filing Type: AMENDMENT
Filing Number: 39100000032933
Filing Date: 9/6/2000
Expiration Date: 10/29/2010
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: UCC DIVISION
61:MD UCC LIEN FILING
Debtor Information
Debtor I
Name: JEEPERS! INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Debtor 2
Name: JEEPERS) INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Name: FEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON. MA 02110-2012
Filing Information
Original Filing Number: 39100000038112
Original Filing Date: 1/4/2001
Filing Type: AMENDMENT
Filing Number 39100000038112
Filing Date: 9/6/2000
Expiration Date: 12/42010
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: UCC DIVISION
62:MD UCC LIEN FILING
For internal use only
SDNY_GM_00054659
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CCANI(E DB-SDNY-00 17483
EFTA_00 165229
EFTA01295452

Pace 40
62:MD UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Filing Information
Original Filing Number: 39100000054082
Original Filing Date: 3/18/1999
Filing Type: INITIAL FILING
Filing Date: 3/18/1999
Filing Number: 39100000054082
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: SECRETARY OF STATE/DEPARTMENT OF ASSESSMENT AND
TAXATION/UCC DIVISION
Collateral Information
Description: 03/18/1999 39100000054082 - CHATTEL PAPER INCLUDING PROCEEDS
AND PRODUCTS:GENERAL INTANGIBLE(S) INCLUDING PROCEEDS
AND PRODUCTS,FIXTURES INCLUDING PROCEEDS AND
PRODUCTS;ACCOUNT(S) INCLUDING PROCEEDS AND PRODUCTS
63:MD UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 2
Name: JEEPERS INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Secured 1
Name: CENTRE CAPITAL INVESTORS II, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 2
Name: CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 3
Name: CENTRE PARTNERS COINVESTMENT, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Secured 4
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Secured 5
Name: NAMCO CYBERTAINMENT INC.
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Assignee Information
Name: CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
Address: 30 ROCKEFELLER PI2 STE 5050 NEW YORK. NY 10112-0015
Filing Information
Original Filing Number: 39100000039057
Original Filing Date: 12/10/1998
Filing 1
Filing Type: ASSIGNMENT
Filing Number: 39100000039057
Filing Date: 2/22/2000
Expiration Date: 6/302006
Filing 2
Filing Type: INITIAL FILING
Filing Date: 12/10/1998
For internal use only
SDNY_GM_00054660
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-00 17484
EFTA 00165230
EFTA01295453

Page 41
63:MD UCC LIEN FILING
Filing Number: 39100000039057
Filing Offices
Office 1
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: SECRETARY OF STATE/DEPARTMENT OF ASSESSMENT AND
TAXATION/UCC DIVISION
Office 2
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: UCC DIVISION
Collateral Information
Description: 12/10/1998 39100000039057 - EQUIPMENT AND PROCEEDS
64:MD UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL STREET MC MAOFD07A BOSTON. MA 02211-0001
Filing Information
Original Filing Number: 39100000038112
Original Filing Date: 12/4/1998
Filing Type: INITIAL FILING
Filing Date: 12/4/1998
Filing Number: 39100000038112
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: SECRETARY OF STATE/DEPARTMENT OF ASSESSMENT AND
TAXATION/UCC DIVISION
Collateral Information
Description: 12/04/1998 39100000038112 - EQUIPMENT
65:MD UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Debtor 2
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Secured 1
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Secured 2
Name: LEASING TECHNOLOGIES, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Assignee 1
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON, MA 02211-0001
Assignee 2
Name: FLEET NATIONAL BANK
Address: ONEFEDERAL STREET MC MAOFDO7 BOSTON, MA
Filing Information
Original Filing Number: 39100000038635
Original Filing Date: 12/4/1998
For internal use only
SDNY_GM_00054661
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-001748S
EFTA_00165231
EFTA01295454

Page 42
65:MD UCC LIEN FILING
Filing 1
Filing Type: AMENDMENT
Filing Number: 39100000038635
Filing Date: 10/6/2000
Expiration Date: 12/4/2010
Filing 2
Filing Type: INITIAL FILING
Filing Date: 12/4/1998
Filing Number: 39100000038635
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: SECRETARY OF STATE/DEPARTMENT OF ASSESSMENT AND
TAXATION/UGC DIVISION
Collateral Information
Description: 12/04/1998 39100000038635 - COMPUTER EQUIPMENT.FIXTURES
66:MD UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON. CT 06897.4007
Assignee Information
Name: FIRST UNION NATIONAL BANK. AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: 39100000032933
Original Filing Date: 10/29/1998
Filing Type: INITIAL FILING
Filing Date: 10/29/1998
Filing Number: 39100000032933
Filing Offices
Address: 301 W PRESTON ST BALTIMORE, MD 21201
Filing Agency: SECRETARY OF STATE/DEPARTMENT OF ASSESSMENT AND
TAXATION/UGC DIVISION
Collateral Information
Description: 10/29/1998 39100000032933 - COMPUTER EQUIPMENT:VEHICLES
67:MI UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS!, INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Debtor 2
Name: JEEPERSI INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: D472927
Original Filing Date: 1/29/1999
Filing 1
Filing Type: AMENDMENT
Filing Date: 6/29/2001
Filing Number: 0792430
Filing 2
Filing Type: INITIAL FILING
Filing Date: 1/29/1999
For internal use only
SDNY_GM_00054662
IDENTIAL
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EFTA_00 165232
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Filing Number: D472927
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 01/29/1999 D472927 - EQUIPMENT
68:MI UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE. IL 60106-1106
Filing Information
Original Filing Number: D454766
Original Filing Date: 12/14/1998
Filing Type: INITIAL FILING
Filing Date: 12/14/1998
Filing Number: 0454766
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/14/1998 D454766 - EQUIPMENT
69:MI UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS!, INC.
Address: 63 SOUTH AVE BuRLINGTON, MA 01803-4903
Debtor 3
Name: JEEPERS), INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Secured 1
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON, MA 02211-0001
Secured 2
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON, MA 02211-0001
Filing Information
Original Filing Number: 99239B
Original Filing Date: 11/30/1998
Filing 1
Filing Type: CONTINUATION
Filing Date: 9/7/2000
Filing Number: D692295
Filing 2
Filing Type: INITIAL FILING
Filing Date: 11/30/1998
Filing Number: 992398
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/30/1998 99239B - EQUIPMENT
For internal use only
SDNY_GM_00054663
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.CON(F DB-SDNY-00 17487
EFTA 00165233
EFTA01295456

Page 44
70:MI UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS' INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: COMERICA BANK
Assignee Information
Name: GOOD CONSULTING LLC
Address: 0-21 FENNESSEY ST SW GRAND RAPIDS. MI 49534-6707
Filing Information
Original Filing Number: 0148831
Original Filing Date: 9/9/1998
Filing 1
Filing Type: CONTINUATION
Filing Date: 5/26/2011
Filing Number: 2011076402-7
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 9/23/2008
Filing Number: 2008147829-0
Filing Offices
Office 1
Address: 7064 CROWNER DR LANSING, MI 48909
Filing Agency: UNIFORM COMMERCIAL CODE SECTION
Office 2
Address: PHYSICAL ADDRESS UNKNOWN LANSING, MI 48909
Filing Agency: UNIFORM COMMERCIAL CODE SECTION
71:MI UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERSI, INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Secured Party Information
Secured 1
Name: FIRST UNION NATIONAL BANK. AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Assignee Information
Name: FIRST UNION NATIONAL BANK. AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA. PA 19107-3519
Filing Information
Original Filing Number: D418830
Original Filing Date: 9/9/1998
Filing 1
Filing Type: AMENDMENT
Filing Date: 9/5/2000
Filing Number: D691285
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 8/5/1999
For internal use only
SDNY_GM_00054664
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SDNY-00 17488
EFTA_00165234
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Filing Number: O551043
Filing 3
Filing Type: INITIAL FILING
Filing Date: 9/9/1998
Filing Number: O418830
Filing Offices
Address: 430 W ALLEGAN LANSING. MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Collateral 1
Description: 08/05/1999 D551043 - COMPUTER EQUIPMENT,EQUIPMENT
Collateral 2
Description: 09/09/1998 D418830 - COMPUTER EOUIPMENT;EQUIPMENT
72:MI UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 2
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 3
Name: JEEPERS!, INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Secured 1
Name: FIRST UNION NATIONAL BANK, AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Assignee Information
Name: FIRST UNION NATIONAL BANK. AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: D418831
Original Filing Date: 9/9/1998
Filing 1
Filing Type: AMENDMENT
Filing Date: 9/5/2000
Filing Number: D691284
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 8/3/1999
Filing Number: O549899
Filing 3
Filing Type: INITIAL FILING
Filing Date: 9/9/1998
Filing Number: O418831
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Collateral 1
Description: 08/03/1999 D549899 - COMPUTER EQUIPMENT:EQUIPMENT
Collateral 2
Description: 09/09/1998 O418831 - COMPUTER EOUIPMENT;EQUIPMENT
73:MI UCC LIEN FILING
For internal use only
SDNY_GM_00054665
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.cON(f DB-SDNY-00 17489
EFTA 00165235
EFTA01295458

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Debtor Information
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Filing Information
Original Filing Number: 95318B
Original Filing Date: 6/23/1998
Filing Type: INITIAL FILING
Filing Date: 6/23/1998
Filing Number: 95318B
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 06/23/1998 95318B - CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS,PARTNERSHIP INTEREST
INCLUDING PROCEEDS AND PRODUCTS:NEGOTIABLE INSTRUMENTS
INCLUDING PROCEEDS AND PRODUCTS:CONTRACT RIGHTS
INCLUDING PROCEEDS AND PRODUCTS:ACCOUNTS RECEIVABLE
INCLUDING PROCEEDS AND PRODUCTS:INVENTORY
74:MI UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC.
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Filing Information
Original Filing Number: D316406
Original Filing Date: 12/16/1997
Filing Type: INITIAL FILING
Filing Date: 12/16/1997
Filing Number D316406
Filing Offices
Address: 430 W ALLEGAN LANSING. MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/16/1997 D316406 - EQUIPMENT
75:MI UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC.
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Filing Information
Original Filing Number: D285496
Original Filing Date: 9/30/1997
Filing Type: INITIAL FILING
Filing Date: 9/30/1997
Filing Number D285496
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 09/30/1997 D285496 - EQUIPMENT
For internal use only
SDNY_GM_00054666
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Debtor Information
Name: JEEPERS INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC.
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Assignee Information
Assignee 1
Name: CENTRE CAPITAL INVESTORS II, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Assignee 2
Name: CENTRE CAPITAL OFFSHORE INVESTORS II. L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Assignee 3
Name: CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK. NY 10112-0015
Assignee 4
Name: CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. C/O CENTRE
PARALLEL MANAGEMENT PARTNERS, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Assignee 5
Name: CENTRE PARTNERS COINVESTMENT. L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Assignee 6
Name: STATE BOARD OF ADMINISTRATION OF FLORIDA, C/O CENTRE
PARALLEL MANAGEMENT PARTNERS, L.P.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK. NY 10112-0015
Filing Information
Original Filing Number: O454766
Filing Type: ASSIGNMENT
Filing Date: 2/22/2000
Filing Number: 11290C
Filing Offices
Address: 430 W ALLEGAN LANSING, MI 48918
Filing Agency: SECRETARY OF STATENCC DIVISION
Collateral Information
Description: 02/22/2000 11290C - EQUIPMENT
77:NC UCC LIEN FILING
Debtor Information
Name: JEEPERS INC.
Address: 8321 CONCORD MILLS BLVD CONCORD. NC 28027-6460
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT, INC.
Address: 10123 MAIN ST CLARENCE. NY 14031-2164
Filing Information
Original Filing Number: 20010553844F
Original Filing Date: 12/6/2001
Filing Type: INITIAL FILING
Filing Date: 12/6/2001
Filing Number: 20010553844F
Filing Offices
Address: 300 N SALISBURY ST. LEGIS OFF BLDG RALEIGH, NC 27603
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/06/2001 20010553844F - EQUIPMENT
78:NC UCC LIEN FILING
Debtor Information
For internal use only
SDNY_GM_00054667
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QC;IN(F DB-SDNY-0017491
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Name: JEEPERS, INC.
Address: 8321 CONCORD MILLS BLVD CONCORD. NC 28027-6460
Secured Party Information
Name: INNOVATIVE CONCEPTS IN ENTERTAINMENT. INC.
Address: 10123 MAIN ST CLARENCE, NY 14031-2164
Filing Information
Original Filing Number: 20010033898
Original Filing Date: 4/6/2001
Filing Type: INITIAL FILING
Filing Date: 4/6/2001
Filing Number: 20010033898
Filing Offices
Address: 300 N SALISBURY ST, LEGIS OFF BLDG RALEIGH, NC 27603
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 04/06/2001 20010033898 - EQUIPMENT
79:NC UCC LIEN FILING
Debtor Information
Name: JEEPERSI, INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Filing Information
Original Filing Number: 20000085482
Original Filing Date: 8/22/2000
Filing Type: INITIAL FILING
Filing Date: 8/22/2000
Filing Number: 20000085482
Filing Offices
Address: 300 N SALISBURY ST, LEGIS OFF BLDG RALEIGH, NC 27603
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 08/22/2000 20000085482 - EQUIPMENT
80:NC UCC LIEN FILING
Debtor Information
Name: JEEPERS, INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 220 AIRPORT PKWY SAN JOSE, CA 95110-1003
Filing Information
Original Filing Number: 199990295
Original Filing Date: 9/15/1999
Filing Type: INITIAL FILING
Filing Date: 9/15/1999
Filing Number: 199990295
Filing Offices
Address: 300 N SALISBURY ST, LEGIS OFF BLDG RALEIGH, NC 27603
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 09/15/1999 199990295 - ACCOUNTS RECEIVABLE INCLUDING
PROCEEDS AND PRODUCTS;EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS,GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS,CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS,CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS.NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND
PRODUCTSACCOUNT(S) INCLUDING PROCEEDS AND
For internal use only
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IDENTIAL
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EFTA_00 165238
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PRODUCTS,FIXTURES INCLUDING PROCEEDS AND
PRODUCTS.INVENTORY INCLUDING PROCEEDS AND PRODUCTS
81:NJ UCC LIEN FILING
Debtor Information
Name: JEEPERS. INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 223 AIRPORT PKWY SAN JOSE, CA 95110
Filing Information
Original Filing Number: 1845413
Original Filing Date: 6/23/1998
Filing Type: INITIAL FILING
Filing Date: 6/23/1998
Filing Number: 1845413
Filing Offices
Address: STATE CAPITOL TRENTON. NJ 08608
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 06/23/1998 1845413 - CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS:EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS,GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS,CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS.ACCOUNT(S) INCLUDING PROCEEDS AND
PRODUCTS:FIXTURES INCLUDING PROCEEDS AND
PRODUCTS:INVENTORY INCLUDING PROCEEDS AND
PRODUCTS.NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND
PRODUCTS:ACCOUNTS RECEIVABLE INCLUDING PROCEEDS AND
PRODUCTS
82:NY UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERSI, INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Secured Party Information
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 00004125
Original Filing Date: 1/6/2000
Filing 1
Filing Type: AMENDMENT
Filing Date: 8/22/2000
Filing Number: 00164047
Filing 2
Filing Type: INITIAL FILING
Filing Date: 1/6/2000
Filing Number 00004125
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 01/06/2000 00004125 - EQUIPMENT
83:NY UCC LIEN FILING
For internal use only
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IDENTIAL
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Debtor Information
Debtor 1
Name: JEEPERS INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 2
Name: JEEPERS INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Secured 1
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Secured 2
Name: NAMCO CYBERTAINMENT INC.
Address: 872 SUPREME DR BENSENVILLE, IL 60106-1107
Assignee Information
Name: CENTRE CAPITAL INVESTORS II, L.O.
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK, NY 10112-0015
Filing Information
Original Filing Number: 98265949
Original Filing Date: 12/18/1998
Filing 1
Filing Type: ASSIGNMENT
Filing Date: 2/22/2000
Filing Number: 00034822
Filing 2
Filing Type: INITIAL FILING
Filing Date: 12/18/1998
Filing Number: 98265949
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 12/18/1998 98265949 - EQUIPMENT ALL AND PRODUCTS
84:NY UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS. INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Debtor 2
Name: JEEPERSI. INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Secured 1
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON. MA 02211-0001
Secured 2
Name: LEASING TECHONOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON, MA 02211-0001
Filing Information
Original Filing Number: 98252226
Original Filing Date: 11/30/1998
Filing 1
Filing Type: AMENDMENT
Filing Date: 9/5/2000
Filing Number: 00171794
Filing 2
For internal use only
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Filing Type: INITIAL FILING
Filing Date: 11/30/1998
Filing Number: 98252226
Filing Offices
Address: 162 WASHINGTON AVE ALBANY. NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 11/30/1998 98252226 - EQUIPMENT ALL
85:NY UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPARSI INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 2
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 3
Name: JEEPERSL. INC.
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Secured Party Information
Secured 1
Name: FIRST UNION NATIONAL BANK, AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA. PA 19107-3519
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL. INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Assignee Information
Name: FIRST UNION NATIONAL BANK AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: 98229695
Original Filing Date: 10/29/1998
Filing 1
Filing Type: AMENDMENT
Filing Date: 9/5/2000
Filing Number: 00171799
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 3/24/1999
Filing Number: 99058349
Filing 3
Filing Type: INITIAL FILING
Filing Date: 10/29/1998
Filing Number: 98229695
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/29/1998 98229695 - EQUIPMENT:COMPUTER EQUIPMENT
86:NY UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 2
Name: JEEPERS. INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Debtor 3
For internal use only
SDNY_GM_00054671
IDENTIAL
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Name: JEEPERS, INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Secured 1
Name: FIRST UNION NATIONAL BANK, AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON, CT 06897-4007
Assignee Information
Name: FIRST UNION NATIONAL BANK AS AGENT
Address: 1339 CHESTNUT ST PHILADELPHIA, PA 19107-3519
Filing Information
Original Filing Number: 98229697
Original Filing Date: 10/29/1998
Filing 1
Filing Type: AMENDMENT
Filing Date: 9/5/2000
Filing Number: 00171802
Filing 2
Filing Type: ASSIGNMENT
Filing Date: 3/24/1999
Filing Number: 99058348
Filing 3
Filing Type: INITIAL FILING
Filing Date: 10/29/1998
Filing Number: 98229697
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 10/29/1998 98229697 - COMPUTER EQUIPMENT;EQUIPMENT
87:NY UCC LIEN FILING
Debtor Information
Name: JEEPERS INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95710-1004
Filing Information
Original Filing Number: 98134898
Original Filing Date: 6/24/1998
Filing Type: INITIAL FILING
Filing Date: 6/24/1998
Filing Number: 98134898
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 06/24/1998 98134898 - CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS:ACCOUNTS RECEIVABLE INCLUDING PROCEEDS AND
PRODUCTS:EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS:GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS.INVENTORY INCLUDING PROCEEDS AND
PRODUCTS,CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS,ACCOUNT(S) INCLUDING PROCEEDS AND
PRODUCTS:FIXTURES INCLUDING PROCEEDS AND
PRODUCTS:NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND
PRODUCTS
For internal use only
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EFTA_00 165242
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Debtor Information
Name: JEEPERS INC.
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT
Address: 877 SUPREME DR BENSENVILLE, IL 60106-1106
Filing Information
Original Filing Number: 98104404
Original Filing Date: 5/15/1998
Filing Type: INITIAL FILING
Filing Date: 5/15/1998
Filing Number: 98104404
Filing Offices
Address: 162 WASHINGTON AVE ALBANY. NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 05/15/1998 98104404 - EQUIPMENT
89:NY UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE, IL 60106.1106
Filing Information
Original Filing Number: 98037631
Original Filing Date: 2/23/1998
Filing Type: INITIAL FILING
Filing Date: 2/23/1998
Filing Number: 98037631
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 02/23/1998 98037631 - EQUIPMENT
90:NY UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERSI
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERSI OF NYACK, INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: EKLECCO
Address: 4 CLINTON SO SYRACUSE, NY 13202
Filing Information
Original Filing Number: 97180716
Original Filing Date: 8/29/1997
Filing Type: INITIAL FILING
Filing Date: 8/29/1997
Filing Number: 97180716
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 08/29/1997 97180716 - INVENTORY INCLUDING PROCEEDS AND
For internal use only
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PRODUCTS:FIXTURES INCLUDING PROCEEDS AND
PRODUCTS.ACCOUNTS RECEIVABLE INCLUDING PROCEEDS AND
PRODUCTS;EQUIPMENT INCLUDING PROCEEDS AND PRODUCTS
91:NY UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERSI OF WALDEN. INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: PYRAMID COMPANY OF BUFFALO
Address: 4 CLINTON SD SYRACUSE. NY 13202
Filing Information
Original Filing Number: 97169658
Original Filing Date: 8/14/1997
Filing Type: INITIAL FILING
Filing Date: 8/14/1997
Filing Number: 97169658
Filing Offices
Address: 162 WASHINGTON AVE ALBANY, NY 12210
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 08/14/1997 97169658 - EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS.INVENTORY INCLUDING PROCEEDS AND
PRODUCTS,ACCOUNTS RECEIVABLE INCLUDING PROCEEDS AND
PRODUCTS:FIXTURES INCLUDING PROCEEDS AND PRODUCTS
92:OH UCC LIEN FILING
Debtor Information
Name: JEEPERS! INC
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE. CA 95110-1004
Assignee Information
Name: GLOBAL ENTERTAINMENT VENTURES, LLC
Address: 153 NORTH AVE WESTON, MA 02493-2032
Filing Information
Original Filing Number: AP0242826
Original Filing Date: 5/24/2000
Filing 1
Filing Type: ASSIGNMENT
Filing Number: 20011720640
Filing Date: 6/18/2001
Expiration Date: 5/24/2005
Filing 2
Filing Type: INITIAL FILING
Filing Number: AP0242826
Filing Date: 5/24/2000
Expiration Date: 5/24/2005
Filing Offices
Address: 30 E BROAD ST COLUMBUS, OH 43215
Filing Agency: SECRETARY OF STATE/UCC DIVISION
93:OH UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
For internal use only
SDNY_GM_00054674
IDENTIAL
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Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: NAMCO CYBERTAINMENT INC
Address: 877 SUPREME DR BENSENVILLE. IL 60106-1106
Assignee Information
Name: CENTRE CAPITAL INVESTORS II LP
Address: 30 ROCKEFELLER PLZ STE 5050 NEW YORK. NY 10112-0015
Filing Information
Original Filing Number: AP0106680
Original Filing Date: 12/10/1998
Filing 1
Filing Type: ASSIGNMENT
Filing Number: 20000540163
Filing Date: 2/22/2000
Expiration Date: 12/10/2003
Filing 2
Filing Type: INITIAL FILING
Filing Number: AP0106680
Filing Date: 12/10/1998
Expiration Date: 12/10/2003
Filing Offices
Address: 30 E BROAD ST COLUMBUS. OH 43215
Filing Agency: SECRETARY OF STATE/UCC DIVISION
94:0H UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS' INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS! INC
Address: 63 SOUTH AVE BURLINGTON, MA 01803-4903
Secured Party Information
Name: FLEET NATIONAL BANK
Address: 1 FEDERAL ST BOSTON. MA 02211-0001
Filing Information
Original Filing Number: AP0101092
Original Filing Date: 11/30/1998
Filing 1
Filing Type: AMENDMENT
Filing Number: 20002520019
Filing Date: 9/5/2000
Expiration Date: 11/30/2003
Filing 2
Filing Type: INITIAL FILING
Filing Number: AP0101092
Filing Date: 11/30/1998
Expiration Date: 11/30/2003
Filing Offices
Address: 30 E BROAD ST COLUMBUS, OH 43215
Filing Agency: SECRETARY OF STATE/UCC DIVISION
95:UT UCC LIEN FILING
Debtor Information
Name: JEEPER! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Filing Information
For internal use only
SDNY_GM_00054675
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.cON(F DB-SDNY-00 17499
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Original Filing Number: 98609167
Original Filing Date: 6/23/1998
Filing Type: INITIAL FILING
Filing Date: 6/23/1998
Filing Number: 98609167
Filing Offices
Address: 160 EAST 300 SOUTH SALT LAKE CITY. UT 84111
Filing Agency: DEPARTMENT OF COMMERCE/UCC DIVISION
Collateral Information
Description: 06/23/1998 98609167 - EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS,FIXTURES INCLUDING PROCEEDS AND
PRODUCTS.ACCOUNT(S) INCLUDING PROCEEDS AND
PRODUCTS:CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS:GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS:INVENTORY INCLUDING PROCEEDS AND
PRODUCTSACCOUNTS RECEIVABLE INCLUDING PROCEEDS AND
PRODUCTS:CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS.NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND
PRODUCTS:PARTNERSHIP INTEREST
96:UT UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS, INC.
Address: 60 HICKORY DR FL 5 WALTHAM. MA 02451-1013
Debtor 2
Name: JUNGLE JIMS PLAYLAND OF UTAH
Secured Party Information
Name: MOUNTAIN COIN MACHINE DIST
Address: 3753 S STATE ST SALT LAKE CITY. UT 84115-4812
Filing Information
Original Filing Number: 97-582650
Original Filing Date: 10/22/1997
Filing Type: TERMINATION
Filing Date: 6/15/2000
Filing Number 97-582650
Filing Offices
Address: 160 EAST 300 SOUTH SALT LAKE CITY, UT 84111
Filing Agency: UCC DIV
97:UT UCC LIEN FILING
Debtor Information
Debtor 1
Name: JEEPERS, INC
Address: 60 HICKORY DR FL 5 WALTHAM. MA 02451-1013
Debtor 2
Name: JUNGLE JIMS PLAYLAND OF UTAH
Address: 60 HICKORY DR FL 5 WALTHAM. MA 02451-1013
Secured Party Information
Name: MOUNTAIN COIN MACHINE DIST
Address: 3753 S STATE ST SALT LAKE CITY, UT 84115-4812
Filing Information
Original Filing Number: 97582650
Original Filing Date: 10/22/1997
Filing Type: INITIAL FILING
Filing Date: 10/22/1997
Filing Number 97582650
Filing Offices
Address: 160 EAST 300 SOUTH SALT LAKE CITY, UT 84111
Filing Agency: DEPARTMENT OF COMMERCE/UCC DIVISION
For internal use only
SDNY_GM_00054676
IDENTIAL
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EFTA_00165246
EFTA01295469

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97:UT UCC LIEN FILING
Collateral Information
Description: 10/22/1997 97582650 - EQUIPMENT
98:UT UCC LIEN FILING
Debtor Information
Name: JEEPERS, INC
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: MOUTAIN COIN MACHINE DIST
Address: 3753 S STATE ST SALT LAKE CITY, UT 84115-4812
Filing Information
Original Filing Number: 97575024
Original Filing Date: 8/12/1997
Filing Type: INITIAL FILING
Filing Date: 8/12/1997
Filing Number: 97575024
Filing Offices
Address: 160 EAST 300 SOUTH SALT LAKE CITY, UT 84111
Filing Agency: DEPARTMENT OF COMMERCE/UCC DIVISION
Collateral Information
Description: 08/12/1997 97575024 - EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS
99:VA UCC LIEN FILING
Debtor Information
Debtor
Name: JEEPERS! INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Debtor 2
Name: JEEPERS!, INC.
Address: 63 SOUTH AVE BURLINGTON. MA 01803-4903
Secured Party Information
Secured 1
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Secured 2
Name: LEASING TECHNOLOGIES INTERNATIONAL, INC.
Address: 221 DANBURY RD WILTON. CT 06897-4007
Filing Information
Original Filing Number: 000106 7187
Original Filing Date: 1/6/2000
Filing 1
Filing Type: AMENDMENT
Filing Date: 8/22/2000
Filing Number: 000822 7167
Filing 2
Filing Type: INITIAL FILING
Filing Date: 1/6/2000
Filing Number: 000106 7187
Filing Offices
Address: OLD FINANCE BLDG CAPITOL SQUARE RICHMOND, VA 23219
Filing Agency: SECRETARY OF THE COMMONWEALTH/UCC DIVISION
Collateral Information
Description: 01/06/2000 000106 7187 - EQUIPMENT
100:VA UCC LIEN FILING
Debtor Information
Name: JEEPERS' INC.
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
Secured Party Information
Name: IMPERIAL BANK
For internal use only
SDNY_GM_00054677
IDENTIAL
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100:VA UCC LIEN FILING
Address: 226 AIRPORT PKWY SAN JOSE, CA 95110-1004
Filing Information
Original Filing Number: 980624 7868
Original Filing Date: 6/24/1998
Filing Type: INITIAL FILING
Filing Date: 6/24/1998
Filing Number: 980624 7868
Filing Offices
Address: OLD FINANCE BLDG CAPITOL SQUARE RICHMOND, VA 23219
Filing Agency: SECRETARY OF THE COMMONWEALTH/UCC DIVISION
Collateral Information
Description: 06/24/1998 980624 7868 - NEGOTIABLE INSTRUMENTS INCLUDING
PROCEEDS AND PRODUCTS:ACCOUNTS RECEIVABLE INCLUDING
PROCEEDS AND PRODUCTS;ACCOUNT(S) INCLUDING PROCEEDS AND
PRODUCTS:FIXTURES INCLUDING PROCEEDS AND
PRODUCTS.CONTRACT RIGHTS INCLUDING PROCEEDS AND
PRODUCTS:EQUIPMENT INCLUDING PROCEEDS AND
PRODUCTS,GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND
PRODUCTS:CHATTEL PAPER INCLUDING PROCEEDS AND
PRODUCTS:PARTNERSHIP INTEREST.INVENTORY INCLUDING
PROCEEDS AND PRODUCTS
Real Property - 26 records found
1: Assessment Record for ANDERSON County, TX
Owner Information
Name: WEINBERG & SANDOLOSKI
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: W LACY ST PALESTINE, TX 75801
County/FIPS: ANDERSON
Data Source: B
Legal Information
Assessor's Parcel R29119
Number:
Assessment Information
Assessed Value: $3325
Market Land Value: $3325
Total Market Value: $3325
2: Assessment Record for ANDERSON County, TX
Owner Information
Name: WEINBERG & SANDOLOSKI
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
County/FIPS: MIDDLESEX
Property Information
Address: W LACY ST PALESTINE. TX
Data Source: B
Legal Information
Assessor's Parcel R29119
For internal use only
SDNY_GM_00054678
IDENTIAL
CONFIDENTIAL - PURSUANT TO FED. R.QQN(F DB-SONY-0017502
EFTA_00 I 6524.8
EFTA01295471

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Number:
Assessment Information
Assessed Value: $3325
Market Land Value: $3325
Total Market Value: $3325
3: Assessment Record for ANDERSON County, TX
Owner Information
Name: WEINBERG 8 SANDOLOSKI
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: W LACY ST PALESTINE, TX
Data Source: 8
Legal Information
Assessor's Parcel R29119
Number:
Assessment Information
Assessed Value: $3325
Market Land Value: $3325
Total Market Value: $3325
4: Assessment Record for ANDERSON County, TX
Owner Information
Name: WEINBERG 8 SANDOLOSKI
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: W LACY ST PALESTINE. TX
Data Source:
Legal Information
Assessor's Parcel R29119
Number:
Assessment Information
Assessed Value: $3325
Market Land Value: $3325
Total Market Value: $3325
5: Assessment Record for ANDERSON County, TX
Owner Information
Name:
Address:
County/FIPS:
Address: W LACY ST
Data Source:
Legal Information
For internal use only
SDNY_GM_00054679
IDENTIAL
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Assessor's Parcel R29119
Number:
Assessment Information
Assessed Value: $3320
Market Land Value: $3320
Total Market Value: $3320
6: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY, JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $4946166
Market Land Value: $1905300
Market Improvement $3552900
Value:
Total Market Value: $5458200
7: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $1080066
Market Land Value: $1140800
Market Improvement $100
Value:
For internal use only
SDNY_GM_00054680
IDENTIAL
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Total Market Value: $1140900
8: Assessment Record for ANDERSON County, TX
Owner Information
Name: WEINBERG 8 SANDOLOSKI
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
County/FIPS: MIDDLESEX
Property Information
Address: W LACY ST
Data Source: 8
Legal Information
Assessor's Parcel R29119
Number:
Assessment Information
Assessed Value: $3320
Market Land Value: $3320
Total Market Value: $3320
9: Assessment Record for MARICOPA County, AZ
Owner Information
Name: JUNGLE JIMS PLAYLANDS OF AZ INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 4961 W BELL RD PHOENIX. AZ 85053
County/FIPS: MARICOPA
Data Source: B
Legal Information
Assessor's Parcel 3169489
Number:
Assessment Information
Assessed Value: $5165
Total Market Value: $20665
10: Assessment Record for MARICOPA County, AZ
Owner Information
Name: JUNGLE JIMS PLAYLANDS OF AZ INC
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
County/FIPS: MIDDLESEX
Property Information
Address: 4961 W BELL RD PHOENIX, AZ 85053
County/FIPS: MARICOPA
Data Source: 8
Legal Information
Assessor's Parcel 3169489
Number:
Assessment Information
For internal use only
SDNY_GM_00054681
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Assessed Value: $5165
Total Market Value: $20665
11: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636192
Assessment Information
Assessed Value: $4434133
Market Land Value: $1905300
Market Improvement $3552900
Value:
Total Market Value: $5458200
12: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY, JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850.1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $1019233
Market Land Value: $1140800
Market Improvement S100
Value:
Total Market Value: $1140900
13: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY JOHN M
For internal use only
SDNY_GM_00054682
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Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $3922100
Market Land Value: $1587700
Market Improvement $2334400
Value:
Total Market Value: $3922100
14: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE. MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessors Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $958400
Market Land Value: $958300
Market Improvement $100
Value:
Total Market Value: $958400
15: Assessment Record for MARICOPA County, AZ
Owner Information
Name: JUNGLE JIMS PLAYLANDS OF AZ INC
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 4961 W BELL RD PHOENIX, AZ 85053
County/FIPS: MARICOPA
For internal use only
SDNY_GM_00054683
IDENTIAL
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Data Source: B
Legal Information
Assessor's Parcel 3169489
Number:
Assessment Information
Assessed Value: $5280
Total Market Value: $21122
16: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE. MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $3750066
Market Land Value: $1587700
Market Improvement $2334400
Value:
Total Market Value: $3922100
17: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY, JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $943166
Market Land Value: $958300
Market Improvement $100
For internal use only
SDNY_GM_00054684
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Value:
Total Market Value: $958400
18: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM, MA 02453.1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636192
Assessment Information
Assessed Value: $3750066
Market Land Value: $1587700
Market Improvement $2334400
Value:
Total Market Value: $3922100
19: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY, JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850.1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $943166
Market Land Value: $958300
Market Improvement $100
Value:
Total Market Value: $958400
20: Assessment Record for OAKLAND County, MI
Owner Information
Name: JEEPERS
For internal use only
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Name: JEEPERS OF AUBURN HILLS
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 4240 BALDWIN RD AUBURN HILLS, MI 48326-1267
County/FIPS: OAKLAND
Data Source: 8
Legal Information
Assessor's Parcel 99-00-099-175
Number:
Assessment Information
Assessed Value: $532390
21: Assessment Record for OAKLAND County, MI
Owner Information
Name: JEEPERS'
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 4240 BALDWIN RD AUBURN HILLS, MI 48326-1267
County/FIPS: OAKLAND
Data Source:
Legal Information
Assessor's Parcel 99-00-099-175
Number:
Assessment Information
Assessed Value: $750000
22: Assessment Record for OAKLAND County, MI
Owner Information
Name: JEERERS. INC
Address: 800 SOUTH ST STE 35 WALTHAM, MA 02453-1478
County/FIPS: MIDDLESEX
Property Information
Address: 21500 NORTHWESTERN I-WY SOUTHFIELD, MI 48075-5018
County/FIPS: OAKLAND
Data Source:
Legal Information
Assessor's Parcel 99-62-076-490
Number:
Assessment Information
Assessed Value: $515540
23: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY. JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
For internal use only
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County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source:
Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $3406000
Market Land Value: $1587700
Market Improvement $1818300
Value:
Total Market Value: $3406000
24: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY. JOHN M
Address: 800 SOUTH ST STE 355 WALTHAM. MA 02453-1457
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE. MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessors Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $912700
Market Land Value: $912600
Market Improvement $100
Value:
Total Market Value: $912700
25: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY, JOHN M
Address: 60 HICKORY DR WALTHAM. MA 02451-1013
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE, MD 20850-1724
County/FIPS: MONTGOMERY
Data Source:
For internal use only
SDNY_GM_00054687
IDENTIAL
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Legal Information
Assessor's Parcel 04-00144650
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $3406000
Market Land Value: $1587700
Market Improvement $1818300
Value:
Total Market Value: $3406000
26: Assessment Record for MONTGOMERY County, MD
Owner Information
Name: CONROY. JOHN M
Address: 60 HICKORY DR WALTHAM, MA 02451-1013
County/FIPS: MIDDLESEX
Property Information
Address: 700 HUNGERFORD DR ROCKVILLE. MD 20850-1724
County/FIPS: MONTGOMERY
Data Source: B
Legal Information
Assessor's Parcel 04-00144661
Number:
Recording Date: 12/30/1988
Book/Page: 8636/92
Assessment Information
Assessed Value: $912700
Market Land Value: $912600
Market Improvement $100
Value:
Total Market Value: $912700
Professional Licenses - 3 records found
1: Professional License
Licensee Information
Company Name: JEEPERS
Address:
License Information
Profession or Board: CARNIVAL/AMUSEMENT SAFETY
License Type: COMPANY
License Number: 2001000228
2: Professional License
Licensee Information
Company Name: JEEPERS
Address: •
License Information
Profession or Board: CARNIVAL/AMUSEMENT
License Type: COMPANY
License Number: 2001000228
For internal use only
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3: Professional License
Licensee Information
Company Name: JEEPERS' INC.
Address:
Name:
License Information
Profession or Board: ATTORNEYS
License Type: ATTORNEY
License Number: 561189
Business Associates - 50 records found
# Name Address
1. 1THE JEEPERS OF OLATHE 20070 W 151ST ST
OLATHE. KS 66061-7229
2. AAFFORDABLE FUNITURE CTR 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
3. AAFFORDABLE FURNITUR 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
4. AAFORDABLE FURNITURE & TRADE CENTER 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
5. ADAMS-RUSSELL, INC. 63 SOUTH AVE MS 228
BURLINGTON. MA 01803-4903
6. AFFORD A MOVE 166 LAFAYETTE RD
SALISBURY. MA 01952-1507
7. AFFORDABLE MOVING SYSTEMS INC 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
8. ARUNDEL COOLING AND HEATING 5800 BALTIMORE NATIONAL PIKE
CATONSVILLE, MD 21228.1308
9. BIG LOTS 2525 CLEANLEIGH DR
PARKVILLE, MD 21234-6809
10 BRENTWOOD GLASS COMPANY, INC. 166 LAFAYETTE RD
SALISBURY. MA 01952-1507
11. CHILDREN'S PLACE OUTLET THE 8321 CONCORD MILLS BLVD
CONCORD, NC 28027-6460
12. CITY LIFE CARDS & GIFTS 5800 BALTIMORE NATIONAL PIKE
CATONSVILLE, MD 21228.1308
13. CLINSOFT, INC. BURLINGTON, MA
14. CONCENTRIC VISIONS BURLINGTON. MA
15. CONCORDE GREEN SHOPPING CENTER 91 NORTH AVE
GLENDALE HEIGHTS, IL 60139-3496
16. CURRIER-SMITH CORPORATION 63 SOUTH AVE
BURLINGTON, MA 01803-4903
17. D. I. C. O. LEASING, INC. 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
18. DANIEL A. GRAF AND JANET E. GRAF, TRUSTEES 166 LAFAYETTE RD
OF PLUM BUSH REAL SALISBURY. MA 01952-1507
19. DAVID J. HARDY CONSTRUCTION CO 5800 BALTIMORE NATIONAL PIKE
CATONSVILLE, MD 21228-1308
20. DICO CONTAINERS 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
21. DICO LEASING. INC. 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
22. DOMAIN MANUFACTURING, CORP. 63 SOUTH AVE
BURLINGTON. MA 01803-4903
23. DOWNEAST SERVICES INCORPORATED 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
24. EAT, LLC 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
25. EFORCE 63 SOUTH AVE
BURLINGTON, MA 01803-4903
26. FELLOWS PLUMBING & HEATING, IN 5800 BALTIMORE NATIONAL PIKE
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# Name Address
CATONSVILLE, MD 21228-1308
27. GRAF BROS. LEASING. INC. 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
28. I-KINETICS, INC. 63 SOUTH AVE
BURLINGTON, MA 01803-4903
29. IROBOT CORP. 63 SOUTH AVE
BURLINGTON. MA 01803-4903
30. J & C TRUCKING & DEMO 166 LAFAYETTE RD
SALISBURY, MA 01952-1507
31. JEEPERS CHILDRES ENTERTAINMENT CENTER 8321 CONCORD MILLS BLVD
CONCORD, NC 28027-6460
32. JEEPERS INC 91 NORTH AVE
GLENDALE HEIGHTS, IL 60139-3496
33. JEEPERS OF ILLINOIS INC 60 HICKORY DR
WALTHAM. MA 02451-1013
34. JEEPERS OF KANSAS INC 20070 W 151ST ST
OLATHE. KS 66061-7229
35. JEEPERS OF WALDEN. INC. 60 HICKORY DR
WALTHAM, MA 02451-1013
36. JEEPERS! OF NORRIDGE II, INC. 63 SOUTH AVE
BURLINGTON, MA 01803-4903
37. JEEPERS! OF NORTH CAROLINA, INC. 8321 CONCORD MILLS BLVD
CONCORD. NC 28027-6460
38. JEEPERS, INC. 60 HICKORY DR
WALTHAM, MA 02451-1013
39. JEEPERS) OF BALTIMORE PARKWAY INC. 2525 C LEANLEIGH DR
PARKVILLE, MD 21234-6809
40. JEEPERS) OF GLEN BURNIE. INC. 63 SOUTH AVE
BURLINGTON, MA 01803-4903
41. JEEPERSJINC. 17677 TORRENCE AVE
LANSING, IL 60438-4839
42. JUNGLE JIM'S PLAYLAND 739 FORT UNION BLVD
MIDVALE, UT 84047-2348
43. JUNGLE JIM'S PLAYLANDS OF ARIZONA, INC. 60 HICKORY DR
WALTHAM, MA 02451-1013
44. JUNGLE JIM'S PLAYLANDS OF KANSAS, INC OLATHE, KS
45. KEURIG INCORPORATED 63 SOUTH AVE
BURLINGTON, MA 01803-4903
46. KORN FERRY INTERNATIONAL 63 SOUTH AVE
BURLINGTON, MA 01803-4903
47. LAHEY CLINIC BURLINGTON, MA
48. LANSING SOVARE 4516 N HARLEM AVE
HARWOOD HEIGHTS, IL 60706-4712
49. M. A C. O. M., INC 63 SOUTH AVE
BURLINGTON, MA 01803-4903
50. MERIDEL INCORPORATED 20070 W 151ST ST
OLATHE, KS 66061-7229
Person Associates - 22 records found
# Name Address
1. ALMARAZ, JENNIE 800 SOUTH ST STE 355
WALTHAM, MA 02453-1457
2. ALMARAZ, JENNY 800 SOUTH ST
WALTHAM, MA 02453-1478
3. BARDURY, NADINE 800 SOUTH ST
WALTHAM, MA 02453-1478
4. CONNOLLY, MARY-ELISE 50 WHITTEMORE RO
NEW TON, MA 02458-2106
5. CONNOLLY, MARY-ELISE 800 SOUTH ST
WALTHAM, MA 02453-1478
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# Name Address
6. DAVIS, JOMATHAN 5800 BALTIMORE NATIONAL PIKE
CATONSVILLE. MD 21228-1308
7. DEVINE, JOHN 20070 W 151ST ST
OLATHE. KS 66061-7229
8. DUFTEN, MARK 800 SOUTH ST
WALTHAM, MA 02453-1478
9. EAGAN. PAT
10. EAGAN, PATRICK 20070 W 151ST ST
OLATHE, KS 66061-7229
11. EL, HAGE 20070 W 151ST ST
OLATHE. KS 66061-7229
12. ELHAGE. NABIL 60 HICKORY DR
WALTHAM, MA 02451-1013
13. EL-RAGE, NABIL 153 NORTH AVE
WESTON. MA 02493-2032
14. EVANCHO, CLIFTON 60 HICKORY DR FL 5
WALTHAM, MA 02451-1013
15. EVEANCHO, CLIFTON 60 HICKORY DR FL 5
WALTHAM, MA 02451-1013
16. HAGE. EL 20070 W 151ST ST
OLATHE. KS 66061-7229
17. RAGE, NABIL E 60 HICKORY DR FL 5
WALTHAM. MA 02451-1013
18 MARSH, NORMAN 5800 BALTIMORE NATIONAL PIKE
CATONSVILLE, MD 21228-1308
19. MEDIN, STEVE 267 MOODY ST STE 209
WALTHAM. MA 02453-5234
20. PURNELL. FASON 6711 RITCHIE FfWY
GLEN BURNIE, MD 21061-2315
21. SANGINARIO, KENNETH J 21 LYNBROOK RD
SOUTHBOROUGH, MA 01772-1427
22. STEVE. MEDIN 267 MOODY ST
WALTHAM, MA 02453-5234
Sources - 360 records found
All Sources 360 Source Document(s)
Business Contacts 89 Source Document(s)
Business Finder 116 Source Document(s)
Corporate Filings 3 Source Document(s)
Experian Business Reports 15 Source Document(s)
IRS Form 5500 2 Source Document(s)
Liens and Judgments 25 Source Document(s)
Professional Licenses 3 Source Document(s)
Property 26 Source Document(s)
UCC Lien Filings 81 Source Document(s)
Important: The Public Records and commercially available data sources used on reports have errors. Data is sometimes
entered poorly, processed incorrectly and is generally not free from defect. This system should not be relied upon as
definitively accurate. Before relying on any data this system supplies. it should be independently verified. For Secretary
of State documents, the following data is for information purposes only and is not an official record. Certified copies may
be obtained from that individual state's Department of State.
Your DPPA Permissible Use is: Debt Recovery/Fraud
Your GLBA Permissible Use is: Legal Compliance
Copyright® 2013 LexisNexis, a division of Reed Elsevier Inc. All rights reserved.
2 OF 3 RECORD(S)
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FOR INFORMATIONAL PURPOSES ONLY
Copyright 2013 LexisNexis
a division of Reed Elsevier Inc. All Rights Reserved.
Subject Summary
Name Address Phone County/FIPS
JEEPERS. INC. 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
Name Variations/DBAs
# Name Variations
1. JEEPERS. INC
Phone Summary -1 records found
# Telephone Number
1 (480) 446-7700
Addresses - 2 records found
# Address Dates County MSA
1. 1127 N SCOTTSDALE RD 1/1996 - MARICOPA Phoenix-Mesa,
TEMPE. AZ 85281 AZ -6200
8/6/2009
2. 621 WINDSPIRIT CIR 2/21/2007 - YAVAPAI
PRESCOTT, AZ 86303
6/4/2007
Profile Information - 5 records found
1: JEEPERS, INC.
Company Name: JEEPERS. INC.
Date Of Incorporation: 2/21/2007
State Of Incorporation: AZ
Charter Number: 13464693
Duration: PERPETUAL
Status Of Incorporation: AD-DISSOLVED-FILE ANNUAL REPORT
Corporation Structure: BUSINESS
2: JEEPERS, INC.
Company Name: JEEPERS. INC.
Date Of Incorporation: 2/21/2007
State Of Incorporation: AZ
Charter Number: 13464693
Duration: PERPETUAL
Status Of Incorporation: DELINQUENT ANNUAL REPORT
Corporation Structure: BUSINESS
3: JEEPERS, INC.
Company Name: JEEPERS, INC.
Date Of Incorporation: 2/21/2007
State Of Incorporation: AZ
Charter Number: 13464693
Duration: PERPETUAL
Status Of Incorporation: ACTIVE
Corporation Structure: BUSINESS
4: JEEPERS, INC.
Company Name: JEEPERS, INC.
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4: JEEPERS, INC.
Date Of Incorporation: 2/21/2007
State Of Incorporation: AZ
Charter Number: 13464693
Duration: PERPETUAL
Status Of Incorporation: ACTIVE
5: JEEPERS, INC.
Company Name: JEEPERS, INC.
Date Of Incorporation: 2/21/2007
State Of Incorporation: AZ
Charter Number: 13464693
Duration: PERPETUAL
Status Of Incorporation: ACTIVE
Corporation Structure: BUSINESS
Executives - 2 records found
# Name Titles
1. ALLARD. BOB DIRECTOR, CONTACT
2. SPAULDING, ANDREW MANAGER
Registered Agents - 2 records found
# Name Address
1. BOB ALLARD 1127 N SCOTTSDALE RD TEMPE. AZ 85281-1728
2. BOB ALLARD 621 WINDSPIRIT CIR PRESCOTT, AZ 863036711
Industry Information - 2 records found
Industry Numbers
SIC Codes: 7993 Amusement Devices, Coin-Operated
7996 Amusement Parks
Company ID Numbers - 1 records found
Company ID Numbers
Sec. of State Charter No(s): AZ, 13464693
Business Associates - 25 records found
# Name Address
1. AUTO JUNCTION BENZ 8 BEEMERS 1127 N SCOTTSDALE RD
TEMPE. AZ 85261-1728
2. BAMCIS INC 621 WINDSPIRIT CIR
PRESCOTT, AZ 86303.6711
3. CAFE LA SERRE 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
4. CATHERINE A CONTADINO 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
5. CATHERINE A HICKEY 1127 N SCOTTSDALE RD
TEMPE, AZ 85281.1728
6. CONTADINO, CATHERINE A. 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
7. CREDIT UNION LEASING 8 SALES, INC. 1127 N SCOTTSDALE RD
TEMPE, AZ 85281.1728
8. DIANE SIMONIS 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
9. GDM HOLDINGS LLC 621 WINDSPIRIT CIR
PRESCOTT, AZ 86303.6711
10. GEORGE S HICKEY 1127 N SCOTTSDALE RD
TEMPE, P2 85281.1728
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# Name Address
11. GREGORY SCOTT HICKEY 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
12 HICKEY AUTO WHOLESALE 1127 N SCOTTSDALE RD
TEMPE. AZ 85281-1728
13. HICKEY, CATHERINE A 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
14. HICKEY. GEORGE S. 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
15. HICKEY, GREGORY SCOTT 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
16. JAMES EVELD 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
17. JEEPERS, INC. 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
18. KEN SIMONIS 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
19. LEASING RENTAL CAR INC 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
20. PRO-MOTOR SALES. LEASING, RENTAL CAR, 1127 N SCOTTSDALE RD
INC. TEMPE, AZ 85281-1728
21. PROMOTORS SALES CO 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
22. PRO-MOTORS SALES CO 1127 N SCOTTSDALE RD
TEMPE. AZ 85281.1728
23. TEMPE CAR CO 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
24. TOPLESS CUSTOM 4X4 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
25. U-HAUL CO 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
Person Associates - 2 records found
# Name Address
1. ALLARD, BOB 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
2. SPAULDING, ANDREW 1127 N SCOTTSDALE RD
TEMPE, AZ 85281-1728
Sources - 15 records found
All Sources 15 Source Document(s)
Business Contacts 5 Source Document(s)
Business Finder 7 Source Document(s)
Corporate Filings 1 Source Document(s)
Experian Business Reports 2 Source Document(s)
Important: The Public Records and commercially available data sources used on reports have errors. Data is sometimes
entered poorly, processed incorrectly and is generally not free from defect This system should not be relied upon as
definitively accurate. Before relying on any data this system supplies. it should be independently verified. For Secretary
of State documents. the following data is for information purposes only and is not an official record. Certified copies may
be obtained from that individual state's Department of State.
Your DPPA Permissible Use is: Debt Recovery/Fraud
Your GLBA Permissible Use is: Legal Compliance
Copyright® 2013 LexisNexis. a division of Reed Elsevier Inc. All rights reserved.
3 OF 3 RECORD(S)
FOR INFORMATIONAL PURPOSES ONLY
For internal use only
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Copyright 2013 LexisNexis
a division of Reed Elsevier Inc. All Rights Reserved.
Subject Summary
Name Address Phone County/FIPS
JEEPERS. INC 709 1/2 SOUTHWEST BLVD None Listed
CLINTON. NC 28328-4636
Name Variations/DBAs
# Name Variations
1 JEEPERS. INC.
Addresses -1 records found
# Address Dates County MSA
1. 709 1/2 SOUTHWEST BLVD 10/15/2001 - SAMPSON
CLINTON, NC 28328
11/13/2007
Profile Information - 6 records found
1: JEEPERS, INC.
Company Name: JEEPERS, INC.
Date Of Incorporation: 11/3/1989
State Of Incorporation: NC
Charter Number: 0258208
Duration: PERPETUAL
Status Of Incorporation: MULTIPLE
Corporation Structure: BUSINESS CORPORATION
2: JEEPERS, INC.
Company Name: JEEPERS. INC.
Date Of Incorporation: 11/3/1989
State Of Incorporation: NC
Charter Number: 0258208
Duration: PERPETUAL
Status Of Incorporation: MULTIPLE
Corporation Structure: BUSINESS CORPORATION
3: JEEPERS, INC.
Company Name: JEEPERS. INC.
Date Of Incorporation: 11/3/1989
State Of Incorporation: NC
Charter Number: 0258208
Duration: PERPETUAL
Status Of Incorporation: MULTIPLE
Corporation Structure: BUSINESS CORPORATION
4: JEEPERS, INC.
Company Name: JEEPERS, INC.
Date Of Incorporation: 11/3/1989
State Of Incorporation: NC
Charter Number: 0258208
Duration: PERPETUAL
Status Of Incorporation: MULTIPLE
Corporation Structure: BUSINESS CORPORATION
5: JEEPERS, INC.
Company Name: JEEPERS, INC.
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5: JEEPERS, INC.
Date Of Incorporation: 11/3/1989
State Of Incorporation: NC
Charter Number: 0258208
Duration: PERPETUAL
Status Of Incorporation: MULTIPLE
Corporation Structure: BUSINESS CORPORATION
6: JEEPERS, INC.
Company Name: JEEPERS. INC.
Date Of Incorporation: 11/3/1989
State Of Incorporation: NC
Charter Number: 0258208
Duration: PERPETUAL
Status Of Incorporation: MULTIPLE
Corporation Structure: BUSINESS CORPORATION
Registered Agents -1 records found
# Name Address
1. ROSEMAN. C E 709 1t2 SOUTHWEST BLVD CLINTON. NC 28328-
4636
Company ID Numbers - 1 records found
Company ID Numbers
Sec. of State Charter No(s): NC, 0258208
UCC Liens -1 records found
1:NC UCC LIEN FILING
Debtor Information
Name: JEEPERS INC
Address: 709 1/2 SOUTHWEST BLVD CLINTON, NC 28328-4636
Secured Party Information
Name: GAYLE FASHIONS INC
Address: RR 6 CLINTON, NC 28328
Filing Information
Original Filing Number: 0700478
Original Filing Date: 7/25/1990
Filing Type: INITIAL FILING
Pages: 4
Filing Number: 0700478
Filing Date: 7/25/1990
Expiration Date: 7/25/1995
Filing Offices
Address: 300 N SALISBURY ST, LEGIS OFF BLDG RALEIGH, NC 27603
Filing Agency: SECRETARY OF STATE/UCC DIVISION
Collateral Information
Description: 07/25/1990 0700478 - FIXTURES SPECIFIED;EOUIPMENT SPECIFIED
Business Associates - 4 records found
# Name Address
1. CARDINAL CHEMICALS 709 1/2 SOUTHWEST BLVD
CLINTON, NC 28328-4636
2. COASTAL AGRO BUSINESS 709 1/2 SOUTHWEST BLVD
CLINTON, NC 28328-4636
3. DODGER INDUSTRIES INC CLINTON. NC
4. JEEPERS. INC. 70912 SOUTHWEST BLVD
CLINTON, NC 28328-4636
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Sources - 5 records found
All Sources 5 Source Document(s)
Business Finder 3 Source Document(s)
Corporate Filings 1 Source Document(s)
UCC Lien Filings 1 Source Documents)
Important: The Public Records and commercially available data sources used on reports have errors. Data is sometimes
entered poorly, processed incorrectly and is generally not free from defect. This system should not be relied upon as
definitively accurate. Before relying on any data this system supplies, it should be independently verified. For Secretary
of State documents, the following data is for information purposes only and is not an official record. Certified copies may
be obtained from that individual state's Department of State.
Your DPPA Permissible Use is: Debt Recovery/Fraud
Your GLBA Permissible Use is: Legal Compliance
Copyright® 2013 LexisNexis, a division of Reed Elsevier Inc. All rights reserved.
D&B:
RETURN
Copyright 2013 Dun & Bradstreet, Inc.
Executive Affiliations
JEEPERS INC
800 SOUTH ST STE 480
WALTHAM, MA 02453-1491
USA
LENGTH: 22 words
DUNS NUMBER: 78-106-8291
EXECUTIVE: MARY E CONNOLLY, PRESIDENT - EXECUTIVE
LANGUAGE: ENGLISH
LOAD-DATE: August 26, 2013
LEGAL RESULTS:
Court Cases:
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Page 2
2013 U.S. Dist. LEXIS 40263, *
LOADMAN GROUP, L.L.C., et al., PLAINTIFFS, vs. BANCO
POPULAR NORTH AMERICA, DEFENDANT.
CASE NO. 4:10cv1759
UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF OHIO, EASTERN DIVISION
2013 U.S. Dist. LEXIS 40263
March 19, 2013, Decided
March 19, 2013, Filed
PRIOR HISTORY: Loadman Group, L.L.C. v. Banco Popular N. Am., 2013 U.S. Dist.
LEXIS 40267 (N.D. Ohio, Mar. 19, 2013)
CORE TERMS: summary judgment, environmental, site, remediation, metal, lender, loan
agreement, promissory estoppel, oral contract, citation omitted, statute of frauds, checklist,
contract claims, genuine, satisfactory, escrow, oral promise, quotation marks,
misrepresentation, speculative, non-moving, mortgage, real estate, authorization,
completion, closure, lease, breach of contract, written contracts, superseded
COUNSEL: fli For Loadman Group, L.L.C., A limited liability company organized under
the laws of Delaware, Tamara Miles Ogier, Trustee, other, Eric J. Loadman, Plaintiffs:
Vincent J. Restauri, Jr., LEAD ATTORNEY, Baden, PA; David K. Schaffner, New
Philadelphia, OH.
For Banco Popular North America, A subsidiary of Popular International Bank, Inc., a
corporation organized under the laws of Puerto Rico, Defendant: James S. Wertheim,
Kimberly Y. Smith-Rivera, McGlinchey Stafford - Cleveland, Cleveland, OH.
JUDGES: HONORABLE SARA LIOI. UNITED STATES DISTRICT JUDGE.
OPINION BY: SARA LIOI
OPINION
MEMORANDUM OPINION AND ORDER
(Resolving Doc. No. 35)
Before the Court is defendant's motion for summary judgment (Doc. No. 35), plaintiffs'
opposition (Doc. No. 45), and defendant's reply (Doc. No. 51). For the reasons discussed
below, the Court GRANTS defendant's motion for summary judgment.
I. BACKGROUND
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A. Procedural History
On August 10, 2010, Loadman Group, L.L.C. ("Loadman Group") and Eric J. Loadman
("Loadman") filed a complaint based on diversity jurisdiction against defendant Banco
Popular North America ("defendant" or "Banco"). (Doc. No. 1.) The complaint alleged
r21
various state law claims stemming from Banco's decision not to close on a Small
Business Administration ("SBA") insured loan to Loadman and Loadman Group. (Id. at 1.)
Loadman and Loadman Group filed an amended complaint on May 3, 2011, alleging
claims for breath of oral and written contracts (Count 1), breach of the duty of good faith
and fair dealing (Count 2), willful misconduct and intentional misrepresentation (Count 3),
intentional infliction of emotional distress (Count 4), and negligent misrepresentation
(Count 5). (Doc. No. 19.) Plaintiffs seek compensatory and punitive damages, interest,
costs, and attorney's fees.
1 Count 1 of the amended complaint is divided into three subparts (A. B. and C). Count 1(A) alleges breach of an oral contract
promising no undue delay in closing. (Doc. No. 19 at 155.) Court 1(8) alleges breach of an oral promise with regard to
satisfaction of certain environmental conditions. (Id. at 156.) Count 1(C) alleges breach of a written contract arising from a loan
commitment letter. ye at 157.)
On July 26, 2011, Loadman filed a Voluntary Petition for Chapter 7 Bankruptcy in the
United States Bankruptcy Court for the Northern District of Georgia: On April 2, 2012,
r31
Banco moved for summary judgment, arguing, in part, that in light of the bankruptcy
filing, plaintiffs lacked standing to pursue their claims in this Court. In their opposition to
summary judgment, plaintiffs conceded Loadman no longer had standing to pursue this
action, but argued substitution of the bankruptcy trustee would remedy the defect.
2 In his bankruptcy, Loadman listed his co-plaintiff in this action, Loadman Group, as a corporation in which he had ownership,
but indicated it had no assets. On Schedule B. he listed this lawsuit as an asset or potential asset of his estate.
On June 13, 2012, the bankruptcy court granted a motion by the bankruptcy trustee to
employ plaintiffs' counsel in this action as special counsel to the trustee to pursue
Loadman's claims pending before this Court. (Doc. No. 48-1 at 1561.) On July 3, 2012, this
Court granted plaintiffs' unopposed motion to substitute Tamara Miles Ogier, Trustee
("Trustee"), as a party plaintiff in place of plaintiff Loadman and deemed the previously
filed opposition brief to summary judgment as filed by the Trustee and Loadman Group
(collectively "plaintiffs").' The parties thereafter completed briefing on the summary
r4]
judgment motion, which included two additional motions by defendant: one (Doc. No.
52) to strike the affidavit of Loadman that plaintiffs attached to their opposition, and
another (Doc. No. 53) to strike the affidavit of Frank Coco ("Coco") that plaintiffs attached
to their opposition and the supplemental affidavit from Coco that plaintiffs sought leave to
file. In a Memorandum Opinion and Order filed contemporaneously with this Memorandum
Opinion and Order (Doc. No. 64), the Court granted plaintiff leave to file Coco's
supplemental affidavit, construed defendant's motions to strike as objections pursuant to
Rule 56, and sustained defendant's objections in part. Defendant's motion for summary
judgment is now ripe for disposition.
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3 In light of the substitution of the Trustee. to the extent the present motion seeks summary judgment on the grounds that
Loadman lacks standing to pursue this action. that portion of the motion is DENIED as MOOT. See Doughtie v. Ashland. Inc..
No. 03-2073 Ml/A. 2005 U.S. Dist. LEXIS 43549. 2005 WL 1140736 (W.D. Tenn. May 12 2005) (substitution of bankruptcy
trustee for named plaintiff mooted standing issue).
B. Factual Background
In 2007, Loadman became interested in purchasing Allred Metal Stamping Works, Inc.
("Allred Metal"), a metal stamping business ['5] located in North Carolina. (Doc. No. 37
[Loadman Dep. April 1, 2011) at 715.) He retained Frank Coco ("Coco") as his financial
advisor and, in late 2007, they approached Joe Wojtowicz ("Wojtowicz") of Banco about
obtaining the SBA loans for the purchase. (Id. at 694, 710, 713, 745.) The loans were
conditioned upon the environmental status of two adjacent parcels of real estate on which
Allred Metal was located: 1305 Old Thomasville Road ("Old Thomasville Road property")
and 1990 Bethel Drive ("Bethel Drive property"). As early as January 3, 2008, an
environmental risk assessment, or Phase I inspection, had indicated there could be
environmental problems on both properties, requiring a follow-up Phase II assessment. (Id.
at 723-24, 734, 736.)
On February 7, 2008, Banco issued a loan prequalification letter to Loadman for an SBA
real estate acquisition loan. (Id. at 745-46; Doc. No. 35-1 [Loadman Dep. Ex. at 331.)
The letter explained that Loadman's request for financing had been pre-qualified for the
SBA "504 program." (Doc. No. 37 at 748; Doc. No. 35-1 at 331.) The letter further
explained that the SBA "504 program" is a co-lending program wherein a lender makes a
['
first mortgage, 6] and the SBA provides a second mortgage, via the services of a
Certified Development Company ("CDC"). (Doc. No. 37 at 748-49; Doc. No. 35-1 at 331.)
The purpose for the CDC's involvement was to work with the lender and the SBA to handle
the SBA loan application approval and documentation process for the second mortgage to
the lender. (Doc. No. 37 at 749-50, 755.) Loadman testified he understood the letter was a
nonbinding proposal, not a commitment to lend, and that it did not contain all of the terms
and conditions of the loan. (Doc. No. 37 at 755.)4 He accepted the proposal on February
27, 2008. (Id.; Doc. No. 35-1 at 333.)
4 The letter states as follows:
This proposal is for discussion purposes only. It does not represent a commitment to lend on the part of the
Lender. If the proposal meets with your approval, it is then subject to credit approval by the Lender and the
SBA. and the execution and delivery of all documents and information required by the Lender and the SBA in
form and substance satisfactory to the Lender and the SBA
(Doc. No. 35-1 at 332.)
In March 2008, Loadman sought alternative financing from another bank because he felt
Banco was taking too long. (Doc. No. 37 at 717.) ['7] He returned to Banco, however,
after a conversation with Wojtowicz and Banco's Matthew Putnam ("Putnam"), in which he
asserts they promised lower interest rates and fees and that the loan would close within 20
to 30 days. (Id. at 728-30, 764.) Coco, Loadman's financial advisor, participated in that
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conversation as well, but he testified Putnam did not promise anything with regard to how
fast or slow the loan would close, promising only his "best effort." (Doc. No. 39 [Coco Dep.]
at 1224-25.) Coco testified Wojtowicz had no authority to decide if a loan would close at all
and that he explained this to Loadman. (Id. at 1215.)
On April 9, 2008, Banco sent Loadman a commitment letter. (Doc. No. 37 at 756; Doc. No.
35-1 [Loadman Dep. Ex. G] at 336.) In it, Banco offered Loadman and his "Corporation to
be Formed," "at the Bank's sole discretion, the following credit facility which is subject to,
but not limited to, the terms and conditions set forth herein." (Doc. No. 35-1 at 336.) The
letter proposed two first mortgage "504" loans, two second "504" "bridge" loans to be
repaid by the SBA, and one SBA 7(a) loan. (Id. at 336-46.) The letter referenced
['
"[a]dditional loan requirements" attached 8] as a "Closing Needs Checklist" ("checklist"),'
which included certain conditions that would need to be satisfied prior to loan closing.* (Id.)
5 The commitment letter stated, in relevant part:
9.... Additional loan requirements are attached to this commitment letter as "Closing Needs Checklist." These
reilLirements are based on initial documentation received with your loan application. Additional conditions may
be required as the loan closing process proceeds.
10. This loan Is further subject to Bank receipt and approval, In Its sole discretion, of a fully executed
SBA Authorization for Debenture Guaranty. The Borrower(s) and Guarantor(s) agree to provide any
additional information as required pursuant to the program and have full knowledge that the proposed
loans cannot dose without receipt of a fully executed SBA Authorization for Debenture Guaranty
(Doc. No. 35-1 at 347) (bold in original).
6 The checidist included the following pertinent conditions:
13. Satisfactory Environmental site assessment starting with a Phase II located at 1305 Old Thomasville
Road. High Point. North Carolina 27260. (DONE)
rin
14. Satisfactory Environmental site assessment starting with a Phase II located at 1993 Bethel Drive.
High Point. North Carolina 27260
18. Closing. (sic) of the loan is conditioned upon prior receipt and review of fully executed SBA Authorization
for Debenture Guarantee from an acceptable CDC.
19. SBA Loan Authorization
(Doc. No. 35-1 at 356-57.)
On April 11, 2008, a nearly identical commitment letter superseded the April 9 commitment
letter. (Doc. No. 37 at 761; Doc. No. 35-1 [Loadman Dep. Ex. H] at 358.) A July 31, 2008
commitment letter eventually superseded the April 11 letter; it identified the "Corporation to
be Formed" as Loadman Group, but was otherwise essentially identical to the prior letter.
(Doc. No. 37 at 772-73; Doc. No. 35-1 [Loadman Dep. Ex. I] at 375.) Loadman accepted
the terms of each of those letters. (Doc. No. 37 at 757, 761-62.)
As described in the February 7, 2008 prequalification letter, throughout this process, it was
the role of the CDC to obtain SBA approval of the 504 loans. (Doc. No. 37 at 751.) The
CDC representative working on Loadman's loans was Ralph Ansell ("Ansell") of the CDC
Self-Help Ventures Fund. (Id. at 752, 833; Doc. No. 38 at [Ansell Dep.] 980.) Ansell
testified that the SBA's 504 loan program required use of an ['1 0 ] intermediary CDC, but
CDCs do not have the authority to speak for the SBA, which has the "final say" on
approving loans and could impose additional conditions. (Doc. No. 38 at 980-81, 987-88,
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992.)' He further stated that a 504 loan needed approval from the CDC's credit committee
before submission to the SBA. (Id. at 1005.)*
7 Loadman testified, how ever. that he believed Ansell spoke for the SBA and that An sel! had told him the SBA had approved
the 504 loans (Doc. No. 37 at 800, 833, 916.)
8 In contrast. Ansel' stated that an SBA 7(a) loan allowed a bank with a Preferred Lender Program ("PLP") status to bind the
SBA directly rather than going through a CDC. (Doc. No. 38 at 987-88. 991.) In a transaction involving both types of loans.
however, he indicated that a lender would typically process them together to avoid situations in which one was approved while
the other was denied (Id at 990.)
In or around May or June 2008, a Phase II environmental assessment was performed on
the real estate. (Loadman Dep. Feb. 21, 2012, Doc. No. 40 at 1356, 1377; Burkart Aff.,
Doc. No. 45-3 at 1468.) During the course of the Phase II investigation, petroleum was
riii
found in the soil of the Old Thomasville Road property. (Doc. No. 37 at 813-14.) That
contamination required specific steps toward remediation. (Id. at 902; Doc. No. 39 at 1248;
Doc. No. 40 at 1358.)'
9 John Burkart (eurkart"). an environmental expert from LandAmerica who worked with Allred Metal on a remediation plan.
summarized those steps in an email to Allred Metal, as follows:
1. Completion of the LSA [Limited Site Assessment] report maybe near August 2008 since we must get all the
certified mad to al the property owners within 1503 feet of the site. We are working on getting all this into right
2. The site will be listed with NCDENR (North Carolina Department of Environmental and Natural Resources]
as a high risk site due to water supply wells adjacent to the site.
3. Therefore a Comprehensive Site Assessment (CSA) or Phase II LSA must be completed next(.) this [sic]
involves more monitoring wells and sampling to verify the plume configuration at the site.
4. Completion of a remedial action plan to reduce the petroleum impact to below NCDENR action level.
5. Monitor the site and eventually obtain closure with NCDENR (could be two years or five years before
dowse can be granted by NCDENR)j.]
(Doc. No. 37 at 839-4Q el 2) Doc. No. 35-1 at 426.) Burkart suggested reserving $100,000 to complete the tasks, but qualified
that his estimate "may change following completion of the LSA and CSA." (Doc. No. 35-1 at 426.)
Beginning July 4, 2008 through August 4, 2008, Banco provided Loadman with four
updated checklists of documents that still needed to be obtained prior to the loan closing,
including completion of a satisfactory environmental Phase II assessment for both
properties." (Doc. No. 37 at 780-81, 797-801, 808; Doc. No. 35-1 at 390, 399, 408, 417.)
10 Although petroleum was initially foul only on the Old Thomasville Road property, Ansell indicated that the CDC and SBA
required confirmation that the chine had not migrated to the Bethel Road site. (Doc. No. 38 at 1079-80.) The updated checklists
provided. in relevant part, that the following conditions needed to be met prior to loan dosing:
13. Satisfactory Environmental site assessment starting with a Phase II located at 1305 Old Thomasville
Road, High Point. North Carolina 27260. Received - (Environment issues pending - Escrow for remedation
required - Site Closure from NCDENR pending -- SBA Approval required)
14. Satisfactory Environmental site [13] assessment starting with a Phase II located at 1990 Bethel Drive,
High Point, North Carolina 27260 Received — (Environment issues pending — Escrow for remediation required
— Site Closure from NCDENR pending -- SBA Approval required)
(Doc. No. 35 at 397-98. 406-07. 415.16. 424-25) (emphasis retained).
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As of August 4, 2008, the date of the last checklist, there still was no site closure letter
from the state environmental agency, no SBA approval, and Banco had not waived either
condition. (Doc. No. 37 at 8O9.) In an August 5, 2008 email, Ansell explained to Banco
what was needed before the loans could be presented to the CDC's own credit committee.
The necessary items included a state approved remediation plan and escrow by Allred
Metal sufficient to cover the costs of that remediation, the amount of which would need to
be approved by the state. (Doc. No. 38 at 1040-43; Doc. No. 35-3 at 478.)" Ansell further
stated that, "Completion of the CAP (Corrective Action Plan] could take an extended period
of time." (Doc. No. 35-3 at 478.) Coco testified that "the burden of remediation is on the
borrower-HI but that, in this case, the seller, Allred Metal, had accepted that burden,
["14]
among others. (Doc. No. 39 at 1250.) Loadman testified that no one ever asked him
for any of the additional documents that Ansell identified in his email to Banco and that,
instead, Banco told him all he needed to do to obtain CDC and SBA approval was to have
an indemnity agreement in place and funds in escrow sufficient to cover the costs of
remediation. (Doc. No. 37 at 794.)
11 Ansell stated that the CDC would not even consider finding the 504 loans until: 1) the LSA was completed and submitted to
the NCDENR; 2) the NCDENR issued its official risk classification; 3) the CSA was completed and submitted to the NCDENR
and a follow up risk classification determined by the NCDENR: 4) assuming the risk classification remained 'high or
intermediate," preparation of a Corrective Action Plan ("CAP') officially quantifying the projected remediation costs and
schedule. which must then be submitted to, and approved by. the NCDENR; 5) escrow by the sellers of 150% of the
remediation cost as 'quantified in the CAP' and "approved by the NCDENR": and 6) execution of an SBA indemnification
agreement by the sellers. (Doc. No. 35-3 at 478.)
On or about August 11, 2008, Banco's Diane Gallion ("Gallion") issued a letter [9 5] to
Loadman denying the loans due to his "inability to meet the conditions" of the original
commitment letter, which included the requirement that the property be free of
environmental contamination and acceptable to Banco and the SBA. (Doc. No. 37 at 856-
57; Doc. No. 35-1 at 427.) She noted that, according to the environmental expert retained
by Allred Metal, remediation could take years and, due to that timeframe and the
associated risk, Banco could not close the loan. (Id.) She stated, "These decisions are
based on both the Bank and the regulations for the SBA 504 program." (Id.)i2
12 Gallion testified that, based on her experience. she knew any letter issued by the SBA would provide a caveat that any
adverse change affecting the business could cause the SBA not to pay off the bridge loans. (Doc. No. 36 (Gallion Dep.) at 671.)
She testified that an adverse change was not limited to environmental concerns, but could be potentially anything, including
changes in 'personal, business, or affiliated industries, the companies they own, their financial condition, their structure, change
in the market value of the property. anything that was germane to the original credit decision." (Id. at 629-30.) rim If the SBA
determined that there was such a change. it could "choose not to participate," leaving Banco 'at risk until the SBA wires
money." (Id.) In this case, she indicated that the remediation was "a big concern" because of all the unknovms associated with
it, and because the lengthy time required increased the prospect that an adverse change would °cos. potentially leaving Banco
fully at risk, (Id. at 631. 659.) She explained that she and Banco operated in 'minimizing, reducing. or eliminating anything that's
a risk,' and, for that reason, they would not close loans where there was an unquantifiable risk that could prevent the SBA's
participation. (Id. at 669.)
Ansell agreed with Gallion's assessment. testifying that, in most instances, the SBA would want to have the remediation
completed and a "no further action letter from the state. (Doc. No. 38 at 1087-88.) In the "yen/ unlikely" evert that the loan was
approved prior to remediation, there was 'no way' the funds would be dispersed. (Id. at 1051-52.) Me stated that was "a real
risk for a lender because it could "end) ) up with the entire deal" if something happened to make the SBA decide not to pay off
the bar*. (Id. at 1051.52. 1085-86.)
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ri1 n
On or about August 13, 2008, Gallion proposed a possible alternative method
whereby Loadman could lease the real estate until the remediation was completed, at
which time a new loan could be pursued for the real estate. (Doc. No. 35-1 at 428-29; Doc.
No. 37 at 860-61.)x° Loadman testified it was his understanding that the lease alternative
was intended "to expediate [sic] [the process] rather than waiting for all the other things to
happen." (Doc. No. 37 at 860.)
13 Regarding that suggestion. Ansell testified that both "the bank and the CDC were looking for ways to do the deal in the light
of the environmental consideration." (Doc. No. 38 at 1048.)
Loadman testified that, as late as August 14, 2008, however, Banco's in-house attorney,
Kristina Rozek ("Rozek"), Banco's Wojtowicz, and the CDC's Ansell each assured him the
original deal could still go forward, so long as he obtained a remediation plan, indemnity
agreement, and escrow. (Id. at 869.) According to Loadman, Ansell purportedly further
assured him that the SBA would not have a problem lending to him even without a "no
further action letter" from the state. (Id. at 919.) Additionally, according to Loadman, Rozek
told him she was in (9 8] charge of the closing, the closing was happening, and Gallion
had no right to cancel the loan. (Id.)
On August 19, 2008. Loadman emailed to Ansell and Banco a draft Limited Site
Assessment ("LSA") report prepared by Allred Metal's environmental expert. Loadman
stated that he wanted to purchase the Bethel Drive property because the draft LSA said it
was clean. (Doc. No. 38 at 1052-53; Doc. No. 35-3 at 482.)"
14 Both Banco and Ansell noted that the draft LSA did not, in fact. declare Bethel Drive dean. (Doc. No. 38 at 1049-50: Doc.
No. 35-3 at 483.) Ansel added: "I don't believe SBA will approve anything until the Comprehensive Site Assessment (CSA) is
performed and the extent of the contamination is known to include a determination about whether the Bethel property has been
impacted and what the likely cost of remediation might be." (Doc. No. 35-3 at 483.)
On August 25, 2008, Banco again explained to Loadman that it would not proceed with
any real estate loan because of the environmental issues, but if he wanted to lease the
property, he should provide the lease terms. (Doc. No. 37 at 863; Doc. No. 35-1 at 430-
31.) A few days later, Gallion explained the "current loan is withdrawn. If r 19 ] you put a
new deal together we will respectfully consider." (Doc. No. 37 at 876; Doc. No. 35-1 at
432.) Loadman never submitted anything to Banco showing he had obtained lease
agreements or alternative financing for the real estate. (Doc. No. 37 at 877.) Furthermore,
through the end of August 2008, the state had not approved a comprehensive site
assessment, a corrective action plan, or the length of time, extent, and cost of remediation.
(Doc. No. 35-5 at 499.)
According to Ansell, plaintiffs also failed to meet other loan conditions, including a fully
executed authorization for debenture guarantee from the CDC and SBA approval. Ansell
testified that because of the failure to meet these conditions, the loans were never
submitted to the SBA for approval and were never submitted to the CDC's credit
committee. (Doc. No. 38 at 977-79, 1005, 1007.)* Subsequently, Loadman bought into
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another company but was unsuccessful, leaving him with personal debts. (Doc. No. 40
[Loadman Dep. III at 1348-51.) He then filed this action in August 2010 against Banco.
15 AnseII testified. We never were able to get full information about the environmental condition of the property.... Wine never
could get r20] a full accounting of just how serious that problem was." (Doc. No. 38 at 978-79.) 'You know, the thing I would
not wart to do as a CDC would be to submit a case to the SBA which has unresolved issues." (Id. at 1006.)
II. LAW AND ANALYSIS
A. Summary Judgment Standard of Review
Under Fed. R. Civ. P. 56(a), when a motion for summary judgment is properly made and
supported, it shall be granted "if the movant shows that there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a matter of law." A fact is
"material" only if its resolution will affect the outcome of the lawsuit. Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248, 106 S. Ct. 2505, 91 L. Ed. 2d 202 (1986). Determination of
whether a factual issue is "genuine" requires consideration of the applicable evidentiary
standards. Thus, in most civil cases the Court must decide "whether reasonable jurors
could find by a preponderance of the evidence that the [non-moving party] is entitled to a
verdict." Id. at 252.
The party opposing the motion may not rely merely on allegations or denials in its own
pleading; rather, by affidavits or materials in the record, they must set out specific facts
["21]
showing a genuine issue for trial. Fed. R. Civ. P. 56(c)(1). A movant is not required
to file affidavits or other similar materials negating a claim on which its opponent bears the
burden of proof, so long as the movant relies upon the absence of an essential element in
the pleadings, depositions, answers to interrogatories, and admissions on file. Celotex
Corp. v. Catrett, 477 U.S. 317, 322, 106 S. Ct. 2548, 91 L. Ed. 2d 265 (1986).
Rule 56(c)(4) requires "[a]n affidavit or declaration used to support or oppose a motion
must be made on personal knowledge, set out facts that would be admissible in evidence,
and show that the affiant or declarant is competent to testify on the matters stated." Mere
conclusory allegations "are not evidence and are not adequate to support a motion for
summary judgment." Miller v. Aladdin Temp--Rite, LLC, 72 Fed. Appx. 378, 380 (6th Cir.
2003) (citing Lujan v. Nat'l Wildlife Fed'n, 497 U.S. 871, 888. 110 S. Ct. 3177, 111 L. Ed.
2d 695 (1990)).
Summary judgment is appropriate whenever the non-moving party fails to make a showing
sufficient to establish the existence of an element essential to that party's case and on
which that party will bear the burden of proof at trial. Celotex, 477 U.S. at 322. Moreover,
[-22]
"the trial court no longer has a duty to search the entire record to establish that it is
bereft of a genuine issue of material fact." Street v. J.C. Bradford & Co.. 886 F.2d 1472,
1479-80 (6th Cir. 1989) (citing Frito--Lay, Inc. v. Willoughby, 863 F.2d 1029, 1034, 274
U.S. App. D.C. 340 (D.C. Cir. 1988)). The non-moving party is under an affirmative duty to
point out specific facts in the record as it has been established which create a genuine
issue of material fact. Fulson v. City of Columbus, 801 F. Supp. 1, 4 (S.D. Ohio 1992). The
non-movant must show more than a scintilla of evidence to overcome summary judgment;
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it is not enough for the non-moving party to show there is some metaphysical doubt as to
material facts. Id.
In ruling on a motion for summary judgment, the court may not take into account credibility,
the weight of the evidence, or the drawing of inferences from the facts. Anderson, 477 U.S.
at 255. "The evidence of the non-movant is to be believed, and all justifiable inferences are
to be drawn in his favor." Id. "[I]l the evidence is such that a reasonable jury could return a
verdict for the nonmoving party," summary judgment is improper. Id. at 248. Accordingly,
for the purposes of deciding this motion, and where communicated properly under Rule 56,
plaintiffs' account of p23] the facts must be accepted as true.
B. Consent to Summary Judgment
In the first amended complaint, plaintiffs assert nine claims against defendant. In response
to defendant's motion for summary judgment, plaintiffs consent to summary judgment on
six of the nine claims, as follows: Count 1(B) alleging an oral contract created by Rozak's
representations, Count 2 alleging breach of the duty of good faith and fair dealing, Count 3
alleging willful misconduct and intentional misrepresentation, Count 4 alleging intentional
infliction of emotional distress, and Count 5 alleging negligent misrepresentation. By failing
to dispute (and actually consenting to) Banco's motion for summary judgment as to these
claims and the materials offered in support thereof, plaintiffs have not carried their burden
under Rule 56(c) and, therefore, defendant is entitled to summary judgment on these
claims. Travelers Cas. & Sur. Co. of Am. v. J.O.A. Const. Co., Inc., 479 Fed. Appx. 684,
692 (6th Cir. 2012) (citing Fed. R. Civ. P. 56(e)(2)-(3)). Accordingly, defendant's motion for
summary judgment as to these claims is GRANTED.'•All that remains therefore for the
['24]
Court's analysis are defendant's arguments respecting plaintiffs' remaining claims for
breach of contract (Counts 1(A) and 1(C)) and for promissory estoppel, alleged in
paragraph 58 of plaintiffs' first amended complaint.
16 At page 1427 of their opposition brief, plaintiffs also purport to consent to summary judgment as to their "alternative"
promissory estoppel claim; however, at page 1453. plaintiffs argue against summary judgment on this claim. Accordingly, given
plaintiffs equivocation, the Court will address this clan) infra.
C. Plaintiffs Have Not Carried Their Burden as to Damages
Defendant moves for summary judgment as to plaintiffs' breach of contract claims (Counts
1(A) and 1(C)) on the grounds that, without expert testimony (which plaintiffs have failed to
offer) (Doc. No. 35 at 260), plaintiffs cannot establish with reasonable certainty their
claimed "equity/profit" damages resulting from their inability to purchase Allred Metal.
Plaintiffs respond that since Banco was ready to lend Loadman "$6 million based on its
own due diligence reports, [which] were in turn based on independent appraisals of Allred
Metal Stamping's assets[,]" Banco cannot now claim those estimates are speculative or
r251
that a jury could not reasonably find that Loadman's "lost equity" on the day of
closing fell between $4 million and $10 million. (Doc. No. 45 at 1454.) Further, plaintiffs
assert they will prove damages by calling Kozak at trial. (Id.)
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"In this diversity case, Ohio law determines the elements of damages [that] plaintiffs must
prove, and the quantum and type of evidence necessary to prove them." Anchor v.
O'Toole, 94 F.3d 1014, 1020 (6th Cir. 1996) (citation omitted). To establish a breach of
contract claim in Ohio, a plaintiff must prove the existence of a contract, performance by
the plaintiff, breach by the defendant, and damage or loss to the plaintiff. Savedoff v.
Access Grp., 524 F.3d 754, 762 (6th Cir. 2008). "Damages are an essential element of a
breach of contract claim." Oak Rubber Co. v. Bank One, N.A., 214 F. Supp. 2d 820, 831
(N.D. Ohio 2002) (granting summary judgment on breach of contract claim where there
was no evidence of damages) (citing Doner v. Snapp. 98 Ohio App. 3d 597, 600-01, 649
N.E.2d 42 (Ohio Ct. App. 1994); Anchor, 94 F.3d at 1020 (6th Cir. 1996)). Once
challenged on summary judgment, a plaintiff must come forward with competent, credible
C26]
evidence to create a question of fact as to the existence of damages. Bemmes v.
Public Emps. Ret. Sys., 102 Ohio App. 3d 782, 789-90, 658 N.E.2d 31 (Ohio Ct. App.
1995).
As a general rule. an injured party cannot recover damages for breach of contract beyond the amount that is
established by the evidence with reasonable certainty. and generally. courts have required greater certainty in the proof
of damages for breach of contract than in tort.... The damages awarded for a breach of contract should place the
injured party in as good a position as it would have been in but for the breach. Such compensatory damages. often
termed expectation damages, are limited to actual loss. which loss must be established with reasonable certainty.
Textron Fin. Corp. v. Nationwide Mut. Ins. Co., 115 Ohio App. 3d 137, 144, 684 N.E.2d
1261 (Ohio Ct. App. 1996) (internal quotation marks and citations omitted). See also
Moriarty v. Equisearch Servs., Inc., 443 F. App'x 64, 66-67 (6th Cir. 2011) (citing Textron,
115 Ohio App. 3d at 137, and affirming district court's grant of summary judgment where
plaintiff failed to prove damages).
To successfully assert a claim for lost profits, a plaintiff must demonstrate that the profits were within the contemplation
of the parties at the time of execution, that the ['27] loss of profits is the reasonable result of the breach. and that the
profits are not remote and speculative.... There must be more than a conclusory statement as to the amount of lost
profits. An explanation of how that sum was determined is required. Lost profits must be substantiated by calculations
based on facts available or in evidencer.] otherwise they are speculative and uncertain.
Textron, 115 Ohio App. 3d at 146 (internal quotation marks and citations omitted).
Here, plaintiffs' proof of damages rests entirely on the affidavits of Loadman and Coco,
which, as discussed in the Court's ruling on defendant's objections thereto (see
Memorandum Opinion and Order at Doc. No. 64), must, in relevant part, be disregarded on
summary judgment as speculative, not based on personal knowledge, not based on
evidence in the record, inadmissible hearsay, and improper lay opinion testimony.
Moreover, the memo presented as an exhibit to Coco's affidavit—prepared in large part by
Kozak—contains various charts, graphs, and figures, but does not state the equity value of
Allred Metal, nor do plaintiffs offer deposition or affidavit testimony from Kozak, or any
other admissible evidence, to explain 28] the purpose of the memo or otherwise explain
the calculations contained therein. Further, the memo is admittedly a summary of
information obtained from third party source documents not in the record. Consequently,
any calculations derived therefrom are merely speculative. See JGR, Inc. v. Thomasville
Furniture Indus., Inc., 370 F.3d 519, 525 (6th Cir. 2004). Accordingly, because plaintiff has
failed to offer sufficient admissible evidence showing damages resulting from the alleged
breaches of contract, such as the value of Allred Metal to Loadman or the amount of profit
he expected to earn at closing, Banco is entitled to summary judgment as to plaintiffs'
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breach of contract claims. Semmes, 102 Ohio App. 3d at 789-90; Fed. R. Civ. P.
56(c)(1)(B) and (e).
D. Plaintiffs' Oral Contract Claim is Barred by Ohio's Statute of Frauds
Even if plaintiffs had presented sufficient admissible evidence to create a genuine issue of
material fact regarding expectation or lost profit damages, their claim for breach of an oral
contract fails for the additional reason that it is barred by Ohio's statute of frauds. Ohio
Rev. Code § 1335.02(6) states that "(n]o party to a loan agreement may bring an action
r29] on a loan agreement unless the agreement is in writing and is signed by the party
against whom the action is brought or by the authorized representative of the party against
whom the action is brought." Ohio Rev. Code § 1335.02(B) (emphasis added). Ohio Rev.
Code § 1335.02(C) further states:
Mhe terms of a loan agreement subject to this section. including the rights and obligations of the parties to the loan
agreement, shall be determined solely from the written loan agreement. and shall not be varied by any oral agreements
that are made or discussions that occur before or contemporaneously with the execution of the loan agreement. Any
prior oral agreements between the parties are superseded by the loan agreement.
Ohio Rev. Code § 1335.02(C).
Count 1(A) of the first amended complaint alleges that Banco entered into an enforceable
oral contract to loan Loadman the money to purchase Allred Metal without "undue delay,"
except if "something extraordinary were uncovered in due diligence." (Doc. No. 19 at 155-
56.) In exchange for this oral promise, Loadman ostensibly agreed to forgo seeking
financing from Community South or any other lender, purportedly losing the $15,000.00 he
paid in fees r30] to Community South. Plaintiffs allege Banco assured Loadman that the
environmental issues were routine and not extraordinary and, therefore, Banco was
contractually obligated to make a loan agreement with Loadman and its refusal to do so
was a breach of the parties' oral contract."
17 Count 1(3) alleges the existence of an additional oral contract created by representations made by Bamo's outside counsel.
Plaintiffs have consented to summary judgment on this claim. However. even if they had not consented to surnmary judgment
on this claim. it would also be barred by the statute of frauds for the reasons discussed infra.
Plaintiffs argue without citation that the statute of frauds does not apply to loan
"commitment letters," which they contend are not "loan agreements," and that the
foregoing oral promise is thus enforceable. However, the definition of "loan agreement"
contained in § 1335.02(A)(3) expressly includes "commitments":
"Loan agreement" means one or more promises, promissory notes. agreements, undertakings. security agreements,
mortgages, or other documents or commitments, or any combination of these documents or commitments, pursuant to
r31]
Mich a financial institution loans or delays, or agrees to loan or delay, repayment of money, goods, or anything
of value, or otherwise extends credit or makes a financial accommodation.
Ohio Rev. Code § 1335.02 (emphasis added). Here, the alleged oral promise predates the
commitment letter and seeks to vary its terms by adding a provision that Banco would
expedite the loan process in exchange for the exclusive right to lend the money and,
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therefore, the alleged oral agreement is superseded by the commitment letter. Accordingly,
pursuant to § 1335.02(C), plaintiffs' claim is statutorily barred.
Even if this claim were not barred by the statute of frauds, it fails for the additional reasons
raised by defendant. First, plaintiffs have failed to present any evidence that the purported
oral contract was ever even formed. In fact, Coco testified at his deposition that
"everybody knew" that Wojtowicz had no authority to make lending decisions for Banco
(Doc. No. 39 at 1215, 1224), and Loadman testified that he had "no idea" who was
ultimately responsible for approving the SBA loans (Doc. No. 37 at 743-44). Further, any
evidence of this alleged oral promise is barred by the parol evidence rule, which "prohibits
the consideration p32] of evidence as to anything which happened prior to or
simultaneously with the making of a contract which would vary the terms of the
agreement." Hanlin-Rainaldi Const. Corp. v. Jeepers, Inc., 2004 Ohio 6250, 2004 WL
2674628, at *5 (2004) (internal quotation marks and citations omitted). Plaintiffs' argument
that the commitment letter did not address the terms of the alleged oral contract is
unavailing. "Intentions not expressed in the writing are deemed to have no existence and
may not be shown by parol evidence." Aultman Hosp. Ass'n v. Cmty. Mut. Ins. Co., 46
Ohio St. 3d 51, 53, 544 N.E.2d 920 (1989) (citation omitted).
E. Plaintiffs' Promissory Estoppel Claim is Barred by the Existence of a Written
Contract
In the alternative, plaintiffs seek to enforce the same oral exclusivity agreement alleged in
Count 1(A) under a promissory estoppel theory. Additionally, in their brief in opposition to
summary judgment, plaintiffs now assert Loadman relied on promises relative to "Banco's
expectations about acceptable old-gas station Phase II problems." (Doc. No. 45 at 1453.)
To establish a claim for promissory estoppel under Ohio law, a plaintiff must establish the
r331
existence of a clear and unambiguous promise upon which it would be reasonable
and foreseeable to rely and actual reliance on the promise to the detriment of one who
relied. Cox v. True N. Energy, 524 F. Supp. 2d 927, 946 (N.D. Ohio 2007); Patrick v.
Painesville Commer. Props., 123 Ohio App. 3d 575, 583, 704 N.E.2d 1249 (Ohio Ct. App.
1997). However, "Ohio law bars a promissory estoppel claim when there is an express
contract between the parties." Keating v. Am.'s Wholesale Lender, No. 1:11 CV 593, 2011
U.S. Dist. LEXIS 65532, 2011 WL 2471732, at *4 (N.D. Ohio June 21, 2011) (citing
Hughes v. Oberholtzer, 162 Ohio St. 330, 335. 123 N.E.2d 393 (1954)). "Promisory [sic]
estoppel is not available as a remedy where the legal relationship between the parties is
governed by a valid and enforceable contract." Id. (citations omitted). Here, the existence
of a written contract (the loan commitment letter) bars plaintiffs' promissory estoppel claim.
Moreover, plaintiffs cannot circumvent the statute of frauds by recharacterizing their claim
as one for promissory estoppel:
(Ohio) (c)duns generally apply the promissory-estoppel exception to the statute of frauds defense only in narrow
p341
circumstances. In addition to asserting the claim as a separate cause of action, in order for promissory estoppel
to apply, there must be either a misrepresentation that the statute of fraud's requirements have been complied with or a
promise to make a memorandum of the agreement.
HAD Enters. v. Galloway, 192 Ohio App. 3d 133, 145, 2011 Ohio 57, 948 N.E.2d 473
(Ohio Ct. App. 2011) (internal quotation marks and citations omitted). Plaintiffs have
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neither alleged nor put forth sufficient, competent evidence that either occurred in this
case. Accordingly, defendant is entitled to summary judgment on plaintiffs' promissory
estoppel claim.
F. Breach of Fiduciary Duty
Plaintiffs' opposition brief to summary judgment argues their breach of fiduciary duty claim
should also survive summary judgment. A review of the first amended complaint, however,
reveals plaintiffs alleged no such claim; further, there is nothing in their complaint to put
defendant on notice of such a claim. Plaintiffs cannot expand their claims at the summary
judgment stage to assert new theories of recovery. Bridgeport Music, Inc. v. WB Music
Corp.., 508 F.3d 394, 400 (6th Cir. 2007). "A non-moving party plaintiff may not raise a
new legal claim for the first time in response to the opposing party's summary judgment
['
motion. At the summary judgment stage, the 35] proper procedure for plaintiffs to assert
a new claim is to amend the complaint in accordance with Rule 15(a)." Tucker v. Union of
Needletrades, Indus. & Textile Emps., 407 F.3d 784, 788 (6th Cir. 2005) (internal quotation
marks and citation omitted). Plaintiffs "had the information on which to base these claims
in [their] initial Complaint, or [they] could have amended [their] complaint early on in this
litigation," and, therefore, the Court may properly refuse to consider plaintiffs' breach of
fiduciary duty claim. Id. (citations omitted); see also Stemler v. City of Florence, 126 F.3d
856, 872 (6th Cir. 1997) (affirming the district courts refusal to consider a new claim raised
for the first time on summary judgment because the plaintiff had been "free to seek leave
to amend her complaint").
III. CONCLUSION
For all of the foregoing reasons, defendant's motion for summary judgment (Doc. No. 35)
is GRANTED, and this case is DISMISSED.'°
18 Defendant's motion for judgment on the pleadings (Doc. No. 61) is therefore DENIED as MOOT.
IT IS SO ORDERED.
Dated: March 19, 2013
/s/ Sara Lioi
HONORABLE SARA LIOI
UNITED STATES DISTRICT JUDGE
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CHICAGO EXHIBITORS CORPORATION, Plaintiff-Appellee, v.
JEEPERS! OF ILLINOIS, INC, JEEPERS! INC., HARVEY
SWENTO and CHERRY SWENTO, Defendants-Appellants.
(Harvey Swento and Cherry Swento, Cross-Plaintiffs; Jeepers!
of Illinois, Inc., and Jeepers! Inc., Cross-Defendants).
No. 1-06-3313
APPELLATE COURT OF ILLINOIS, FIRST DISTRICT, FOURTH
DIVISION
376 III. App. 3d 599; 876 N.E.2d 129; 2007 III. App. LEXIS 962;
315111. Dec. 129
August 30, 2007, Decided
August 30, 2007, Opinion Filed
SUBSEQUENT HISTORY: Released for Publication November 9, 2007.
[-I]
PRIOR HISTORY:
Appeal from the Circuit Court Of Cook County. Honorable Ronald F. Bartkowicz Judge
Presiding.
DISPOSITION: Affirmed.
CASE SUMMARY:
PROCEDURAL POSTURE: Defendant guarantors appealed orders by the Circuit Court Of
Cook County (Illinois) that granted plaintiff owner's motion in limine to bar them from
presenting evidence relating to an alleged increase in the risk they had assumed under the
personal guaranty and awarding the owner attorney fees and costs.
OVERVIEW: The owner's predecessor leased a space in a shopping center to the
guarantor's company. and the guarantors agreed to guaranty the payment of rent and
other obligations. Thereafter, the guarantors twice transferred all interest in the business to
other entities. The second entity's parent company agreed to indemnify the guarantors for
any losses that they might incur as a result of their personal guaranty The owner entered
into a new agreement with the second entity that modified and added certain provisions to
the lease. That agreement was not executed by the guarantors. Thereafter. the owners
sued the second entity. the parent company, and the guarantors to recover payment for
unpaid rent and repair to the leased premises. The appellate court found that none of the
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changes in the agreement constituted a material change in terms so as to release them
from their personal guaranty. The personal guaranty specifically provided that it would
remain intact regardless of changes and modifications to the lease. The guarantors waived
their purported defenses by failing to raise them before the trial court. There was nothing
unconscionable about the enforcement of the personal guaranty.
OUTCOME: The orders were affirmed.
CORE TERMS: lease, tenant, landlord, personal guaranty, guarantor's, guaranty, rent,
modification, limine, fun, leased, discharged, estoppel, space, extensions of time,
covenant, material changes, materially, Amendment to Lease, evidence relating, unpaid
rent, affirmative defenses, executory accord, satisfaction, successor, reaffirm, eviction,
entity, pool, rent payment
LexisNexis(R) Headnotes
Civil Procedure > Pretrial Matters > Motions in Limine > Appeals
Civil Procedure > Pretrial Matters > Motions in Limine > Exclusion of Evidence
[HN11 A motion in limine is addressed to a trial court's inherent power to admit or exclude
evidence, and, generally, appellate courts will not disturb the trial court's ruling on a motion
in limine absent a clear abuse of discretion. However, the trial court must exercise its
discretion within the bounds of the law.
Civil Procedure > Appeals > Standards of Review> De Novo Review
Civil Procedure > Appeals > Standards of Review> Fact & Law Issues
[HN2] Where a trial court's exercise of discretion relies on an erroneous conclusion of law,
review is de novo.
Contracts Law > Types of Contracts > Guaranty Contracts
[HN3] In Illinois, the general principle applies that a guarantor is not released unless the
essentials of the original contract have been changed and the performance required of the
principal is materially different from that first contemplated. Unless there is some material
change in the business dealings between the debtor and the creditor-guarantee and some
increase in the risk undertaken by the guarantor, the obligation of the guarantor is not
discharged.
Contracts Law > Types of Contracts > Guaranty Contracts
[HN4) Whether a guarantor is exposed to an increase in the risk it originally undertook is a
key variable in determining whether there has been a material change in a guaranty
agreement.
Contracts Law > Types of Contracts > Guaranty Contracts
[HN5] A guarantor takes a risk in exchange for a benefit; when events beyond the
guarantor's control dramatically increase the risk, the assumptions upon which the contract
was founded are undercut. The principle that a substantial increase in risk discharges the
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guaranty rests on the assumption that guarantors would not ordinarily tolerate a
substituted increase in risk without seeking something in return.
Contracts Law > Performance > Accord & Satisfaction
[HN61An executory accord is an agreement to accept at some future time a stipulated
performance as satisfaction of an obligation.
Contracts Law > Performance > Accord & Satisfaction
[HN7J An executory accord is unenforceable and will not bar enforcement of the original
obligation unless: (1) the creditor has clearly accepted the new promise of future
performance, itself, and not the ultimate performance of it, as satisfaction, and (2) the new
promise is based upon new consideration.
COUNSEL: For Appellants: Law Offices of Mark D. Belongia, LLC, of Chicago (Mark D.
Belongia, of counsel).
For Appellee: Wildman, Harrold, Allen & Dixon, LLP, of Chicago (Thomas J. Matyas and
Matthew M. Garrett, of counsel).
JUDGES: PRESIDING JUSTICE QUINN delivered the opinion of the court. NEVILLE and
MURPHY, JJ., concur.
OPINION BY: QUINN
OPINION
["`132] [*601] PRESIDING JUSTICE QUINN delivered the opinion of the court:
This case arises out of a personal guaranty executed by defendants Harvey and Cherry
Swento (the Swentos) in favor of plaintiff Chicago Exhibitors Corporation (CEC). Pursuant
to the personal guaranty, the Swentos agreed to guaranty the payment of rent and other
obligations owed to CEC by a certain tenant. After the tenant failed to pay rent and make
other payments, CEC filed a complaint against the tenant and the Swentos as guarantors.
The circuit court granted plaintiffs motion in limine to exclude the Swentos from presenting
evidence relating to an alleged increase in the risk assumed by the Swentos. The court
subsequently granted a directed verdict on liability against the Swentos and the matter
proceeded to trial on ['"2] the issue of damages. The jury found GEC's damages to be $
246,588.33 and a verdict in that amount was entered against the Swentos. The court
subsequently awarded CEC attorney fees and costs.
The Swentos appeal from the circuit court's order granting plaintiffs motion in limine to bar
the Swentos from presenting evidence relating to an alleged increase in the risk they had
assumed under the personal guaranty and from the circuit court's order awarding CEC
attorney fees and costs. On appeal, the Swentos contend that: (1) the circuit court erred in
granting plaintiff's motion in limine where the subsequent agreement between plaintiff and
the tenant presented material changes under the lease which should have discharged the
Swentos from their obligations as guarantors; (2) the circuit court erred in granting a
directed verdict, which denied the Swentos their opportunity to present their affirmative
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defense of estoppel by waiver; and (3) the circuit court should have found it
unconscionable to hold the Swentos liable under an agreement to which they were not a
party. For the following reasons, we affirm.
I. Background
r*31
CEC is the owner of a shopping center in Des Plaines, Illinois, and leases spaces in
the shopping center to commercial tenants. On July 8, 1991, CEC's predecessor, Rubloff,
Inc. (Rubloff), as agent for the beneficiary of American National Bank and Trust Company
of Chicago Trust No. 14834 (Land Trust), entered into a lease agreement (the lease) as
landlord with Swento & Company, Inc., as tenant of "Space 13" at the shopping center.
[*6O2]
Swento & Company, Inc., which was owned and operated by the Swentos, was in
the business of family fun entertainment as a franchise business that included an indoor
amusement park which specialized in holding birthday parties with rides, games and a
restaurant. The lease term was for 129 months from the date of the lease and the lease
contained a financing contingency period that expired on August 8, 1991.
Contemporaneous to the execution of the lease, to induce the landlord to enter into the
lease with Swento & Company, Inc., the Swentos executed a personal guaranty that
provided for their joint and several liability for all of the tenant's obligations under the lease.
The personal guaranty provided that the Swentos guaranteed "the payment of all Rent and
[*am]
other charges to be paid by Tenant and the performance by Tenant of all the terms,
conditions, covenants and agreements of the said Lease and the [Swentos] promis[e] to
pay all the Landlord's expenses, including reasonable attorneys' fees and costs, incurred
by the Landlord in enforcing all obligations of Tenant under the Lease or incurred by
Landlord in enforcing this guaranty."
The personal guaranty also provided:
r133) "This guaranty is irrevocable, absolute, present. continuing and unconditional, and the obligation of (the
Swentos) shag not be released or affected by (a) any extensions of time. indulgences or modifications vitich Landlord
may extend with Tenant in the performance of said Lease; (b) any failure of Landlord to enforce any of the conditions of
said Lease: (c) any assignment of the Lease by Tenant: or (0) any consent which Landlord may give to such
assignment."
In addition, the personal guaranty provided that the "guaranty shall also inure to the benefit
of Landlord's successors, assigns, and legal representatives."
On August 7, 1991, the parties executed a "First Amendment to Lease," in which the
financing contingency period was extended to October 1, 1991. Pursuant to the
[**.5]
amendment, all other terms of the lease remained the same. The amendment also
provided:
"Harvey Swento and Cherry L. Swento have executed this First Amendment to Lease to reaffirm their obligations under
that certain Personal Guaranty dated as of July 8. 1991. in favor of Landlord."
On January 24, 1992, the parties executed a "Second Amendment to Lease," which
changed the total square footage of the leased space by reducing the size of the rented
area. The amendment also reduced the fixed minimum rent, annualized gross sales base,
initial monthly estimated "CAM" payments, initial monthly estimated tax payment, and
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['6O3]
tenant's proportionate share, as defined in the lease. Pursuant to the amendment,
all other terms of the lease remained the same. The second amendment also contained
the same paragraph as the first amendment, in which the Swentos "reaffirmed their
obligation under that certain Personal Guaranty dated as of July 8, 1991, in favor of
Landlord."
Also on January 24, 1992, the Swentos transferred all interest in their business, Swento &
Company, Inc., to a new entity also operated by them, Family Fun Enterprises, Ltd.
(Family Fun). Family Fun, as assignee, assumed all obligations under the lease of Swento
& Company, Inc., as assignor. Harvey Swento executed [***6] the assignment on behalf
of both Swento & Company, Inc., and Family Fun. Under the assignment, all terms of the
lease remained the same.
On February 24, 1992, the parties executed a "Third Amendment to Lease," which
extended the dates for the commencement and completion of tenant's work and provided
for tenant's electrical service modification. Under the amendment, the new opening date
for Family Fun was extended to April 7, 1992, and all other terms of the lease remained
the same. The amendment also provided:
"Harvey Swento and Cherry L. Swento have executed the Third Amendment to Lease solely as guarantors of the
Lease and not as parties to the Lease to reaffirm their obligations under that certain Personal Guaranty dated as of July
8. 1991 in favor of Landlord."
In 1996, title to the property in which the leased space was located was conveyed from the
Land Trust to plaintiff CEC, together with all rights, title, and interest of the Land Trust
under the lease.
On February 18, 1997, the Swentos assigned and transferred all of their rights, title and
interest as the limited partners in Family Fun to another company, Jeepers! of Illinois, Inc.
[*..7]
(Jeepers Illinois). Also, on February 18, 1997, Jeepers! Inc. (Jeepers), as parent
company to Jeepers Illinois, entered into an indemnification agreement. Under the
indemnification agreement, Jeepers agreed to indemnify the Swentos [**134] for any and
all losses they may incur as a result of their personal guaranty.
On December 26, 1997, the Swentos assigned all of their rights, title and interest as the
sole general partner of Family Fun to Jeepers and Jeepers Illinois, pursuant to a general
partner interest assignment. On March 25, 1998, Family Fun was dissolved by its new
owners, and Jeepers and Jeepers Illinois succeeded to the interest of and assumed all
obligations under the lease.
On February 17, 2000, CEC, Jeepers, and Jeepers Illinois executed a "Fourth Amendment
to Lease." In the amendment, the parties acknowledged that Jeepers and Jeepers Illinois,
as the tenant, had defaulted in its obligations under the lease by failing to pay CEC, as
[*604] the landlord, rental amounts totaling $ 126,561.73. The parties also stated in the
amendment that CEC was not willing to consent to the transfer of interests in Family Fun
to Jeepers Illinois unless the unpaid rent was paid in full and Jeepers, as parent company,
executed a personal guaranty. [**8] The amendment also included the following provision
with regard to the Swentos' personal guaranty of the lease:
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"Each of the guarantors of the lease, being Harvey Swento and Cherry L. Swento (the 'Original Guarantors'). has
executed this Agreement to acknowledge and agree to the terms set forth herein and the guaranty obligations imposed
upon each of them hereby. and to ratify, reaffirm and confirm their joint and several obligations under and pursuant to
that certain Personal Guaranty of Lease dated as of July 8. 1991. in favor of the Landlord."
Subsequently, Jeepers Illinois again failed to meet its rent payment obligations and on
November 8, 2000, CEC filed a forcible eviction and detainer action. On December 15,
2000, CEC obtained an agreed order of possession for the premises against Jeepers
Illinois. The order terminated Jeepers Illinois' right of possession of the premises under the
lease and granted a money judgment to CEC for amounts due and owing under the lease.
The order also provided that CEC would cancel the eviction proceedings with respect to
the premises if Jeepers Illinois complied with certain conditions contained in the
possession order, including, without limitation, [nil] paying those sums due and owing to
CEC as rent under the lease for the month of January 2001, by January 15, 2001.
Jeepers Illinois failed to pay the rental amounts due CEC by January 15, 2001. On
January 26, 2001, CEC and Jeepers Illinois entered into an "Agreement to Reinstate Right
of Possession" (the Agreement). Pursuant to the Agreement, CEC agreed to extend the
deadline for Jeepers Illinois to pay the overdue rent under the lease and permitted Jeepers
Illinois to maintain possession of the leased premises so long as it met the extended
deadline. The Agreement provided that Jeepers Illinois would receive an extension of time
for the payment of the January rent until January 26, 2001, and an extension of time for
the payment of the February 2001 rent until February 9, 2001. The Agreement stated:
"Landlord is not willing to grant Tenant's requests unless Tenant enters into this Agreement (and timely and fully
satisfies and performs each of Tenant's covenants and obligations herein), and uNess Tenant causes all of the
Guarantors to ratify and confirm this Agreement."
The Agreement also provided the following: (1) a modification of section 19.01 of the
r""10] ["
lease, dealing with notice requirements; (2) an addition 605] of section 19.23 to
the lease, which required the tenant to ("135] execute an estoppel certificate upon
request to acknowledge the parties' respective rights under the lease; (3) an addition of
section 19.24 to the lease, which required the delivery of current financial statements to
the landlord; (4) an addition of section 19.25 to the lease, which waived the parties' rights
to a jury trial and objections to venue in the event of litigation arising out of the lease; and
(5) an addition of a covenant by the tenant that the lease is valid, in full force and effect,
and that the tenant does not have any defense, claim or offset right against the landlord as
of the date the Agreement was executed. The Agreement was not signed by the Swentos.
Following the Agreement, Jeepers Illinois again became delinquent in its rent payment
obligations under the lease. After the lease expired in June 2002 and Jeepers Illinois
vacated the leased space at the shopping center, Jeepers Illinois failed to return the
leased space in the condition required by the lease. On September 20, 2002, CEC filed a
complaint seeking to recover payment for unpaid rent and repair to the leased premises.
[""11 ]
The complaint named Jeepers Illinois as the tenant, and Jeepers and the Swentos
as guarantors under the lease.
On June 28, 2006, after counsel for Jeepers Illinois and Jeepers had withdrawn its
representation of those entities, the circuit court granted CEC's motion for summary
judgment against Jeepers Illinois and Jeepers for unpaid rent obligations. The court also
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granted new counsel leave to appear on behalf of the Swentos and denied the Swentos'
motion to continue the trial, which was scheduled for August 7, 2006.
On July 19, 2006, the Swentos filed their fourth amended affirmative defenses, which
included an additional third affirmative defense that the Swentos were discharged of their
obligations under the personal guaranty when CEC entered into the Agreement on
January 26, 2001, because the Agreement included changes to the lease that materially
increased the risk that the Swentos had previously agreed to guaranty.
On August 7, 2006, prior to trial, CEC presented a motion in limine to exclude the Swentos
from presenting evidence relating to an alleged increase in risk that released them from
their personal guaranty under the lease. In its motion, CEC argued that, as a matter of law,
r..12]
none of the June 26, 2001, Agreement provisions could have materially increased
the risk assumed by the Swentos so as to discharge their obligations under the personal
guaranty. CEC asserted that none of the essential terms of the original lease, such as the
amount of rent, were changed by the Agreement and the performance required of the
["6O6]
tenant remained the same. Rather, CEC asserted that by providing the tenant with
the opportunity to cure its default and enter a repossession agreement. CEC substantially
mitigated the damages that otherwise would have been caused by the tenant's breach.
On August 8, 2001, the circuit court granted CEC's motion in limine to exclude evidence
relating to an alleged increase in risk incurred by the Swentos. The parties then agreed
that the only remaining issue to be determined by the jury was the extent of CEC's
damages. The circuit court therefore granted a directed verdict on liability against the
Swentos and the matter proceeded to trial on the issue of damages. The jury found CEC's
damages for unpaid rent and property damage to be $ 246,588.38, and a verdict in that
amount was entered against the Swentos. A corresponding judgment for property
damages was (***13] also entered against Jeepers Illinois and Jeepers, in addition to the
r1361 previous judgment entered against those entities for unpaid rent. The circuit court
also entered judgment in the Swentos' favor and against their co-guarantor Jeepers, under
the separate indemnification agreement that the Swentos had entered into with Jeepers.
Subsequently, on October 23, 2006, the circuit court granted GEC's request for attorney
fees. The Swentos filed a notice of appeal challenging the circuit court's August 8, 2006,
order granting CEC's motion in limine and the court's October 23, 2006, order granting
CEC's request for attorney fees.
II. Analysis
A. Motion In Limine
On appeal, the Swentos first contend that the circuit court erred by granting CEC's motion
in limine to exclude evidence relating to an alleged increase in risk where the Swentos
argue that they were unaware of the Agreement and the Agreement constituted a material
change under the lease which should have discharged the Swentos' obligations as
guarantors.
1. Standard of Review
[I-IN1] "A motion in limine is addressed to the trial court's inherent power to admit or
exclude evidence," and, generally, this "court will not disturb the trial court's ['**14] ruling
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on a motion in limine absent a clear abuse of discretion." Beehn v. Eppard, 321 III. App. 3d
677, 680, 747 N.E.2d 1010, 254 III. Dec. 598 (2001), citing People v. Williams, 188 III. 2d
365, 369, 721 N.E.2d 539, 242 III. Dec. 260 (1999). "However, a trial court must exercise
its discretion within the bounds of the law." Beehn, 321 III. App. 3d at 680. [HN2] Where a
trial court's exercise of discretion relies on an erroneous conclusion of law, as the Swentos
claim, our review is de novo. Beehn, 321 III. App. 3d at 680-01.
2. Modifications to the Lease
r6071
The Swentos argue that the circuit court erred by granting the motion in limine and
finding as a matter of law that the Agreement was not material enough to discharge the
Swentos' obligations as guarantors of the lease.
[HN3] In Illinois, the general principle applies that "a guarantor is not released unless the
essentials of the original contract have been changed and the performance required of the
principal is materially different from that first contemplated." Roels v. Drew Industries, Inc.,
240 III. App. 3d 578, 581, 608 N.E.2d 411, 181 III. Dec. 338 (1992). "Unless there is some
material change in the business dealings between the debtor and the creditor-guarantee
[".15]
and some increase in the risk undertaken by the guarantor, the obligation of the
guarantor is not discharged."' Roels, 240 III. App. 3d at 582, quoting Essex International,
Inc. v. Clamage, 440 F.2d 547, 550 (7th Cir. 1971).
[HN4] "Whether a guarantor is exposed to an increase in the risk it originally undertook is
a key variable in determining whether there has been a material change in the guaranty
agreement." Roels, 240 III. App. 3d at 582; Zirp-Bumham, LLC v. E. Terrell Associates,
Inc., 356 III. App. 3d 590, 606, 826 N.E.2d 430, 292 III. Dec. 289 (2005). [FIN5] "A
guarantor takes a risk in exchange for a benefit: when events beyond the guarantor's
control dramatically increase the risk, the assumptions upon which the contract was
founded are undercut." Roels, 240 III. App. 3d at 582. "The principle that a substantial
increase in risk discharges the guaranty rests on the assumption that guarantors would not
ordinarily ("137] tolerate a substituted increase in risk without seeking something in
return." Roels, 240 III. App. 3d at 582.
Here, the Swentos assert that several clauses in the Agreement exposed them to an
increase in the risk that they originally undertook under the lease. These clauses include:
(1) section 19.01, which was amended to provide that notices to the tenant would be sent
to its office in Massachusetts ["*16] rather than the office of its predecessor in Houston;
(2) section 19.23, which required the tenant to provide, upon request, an estoppel
certificate stating that the lease is still in effect, that rent is paid to a certain date or
describing any defaults, that the tenant occupies the leased space, and that the tenant has
no claims against the landlord; (3) section 19.24, which required tenant and its parent
company to provide financial statements to the landlord upon the landlord's written
request; (4) section 19.25, which provided that the parties agreed that all actions arising in
connection with the lease shall be determined in the state and federal courts of Illinois and
the parties also agreed to waive their right to a jury trial; (5) paragraph 8, in which the
tenant agreed that "the Lease is valid, and in full force and effect without default by
Landlord, and that Tenant does not have any defense, claim or offset right against
['6O8]
Landlord as of the date hereof Except as otherwise modified by this Agreement,
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the terms and provisions of the Lease are hereby ratified, reaffirmed and confirmed."
(Emphasis added.)
rin
We find that, contrary to the Swentos' argument, none of these changes in the
Agreement constituted a material change in terms so as to release the Swentos from their
personal guaranty. None of these clauses altered the performance required by the tenant,
such as the amount of rent owed under the lease, the terms of lease, or the basic
relationship between the tenant and landlord. In addition, the waiver of any defenses
against the landlord was only as of the date of the Agreement.
The Swentos, nonetheless, argue that their obligation under the personal guaranty was
discharged by the assignment of the tenant's obligations under the lease to successor
tenants and ultimately Jeepers Illinois. The Swentos assert that when they transferred the
Jeepers franchise back to Jeepers Illinois and assigned all assets and liabilities to Jeepers
Illinois, the asset pool available to the business creditors of the tenant significantly
changed. The Swentos maintain that on March 25, 1998, when Jeepers and Jeepers
Illinois dissolved Family Fun, which was the Swentos' family business operating the
franchise, the Swentos' amount of risk changed because the Swentos were no longer
guarantying that the entity they exercised direct control over would satisfy the lease
rug
agreement. The Swentos rely on Bernardi Bros., Inc. v. Great Lakes Distributing,
Inc., 712 F.2d 1205 (7th Cir. 1983), in support of their argument.
In Bernardi Bros., the owner of a car wash took out a bank loan and had it guaranteed.
The borrower later incorporated his business and changed its name, but the pool of assets
that secured the loan remained the same. The guarantor later sought to escape liability
due to the incorporation and name change. The court applied Illinois law and held that
because the economic relationship between the parties had not changed, the incorporation
and name change did not materially alter the contract and did not discharge the loan.
Bernardi Bros., 712 F.2d at 1207-08. Here, the Swentos argue that following the reasoning
Bernardi Bros., where a change in corporate form does diminish the pool of assets
available to its creditors, the risk ['•138] posed to the guarantors is necessarily increased
and justified the discharge of the guarantors' obligations. The Swentos maintain that when
the debtor changed from being the Swentos themselves, to their franchisor, Jeepers, the
pool of assets changed and the risk to the Swentos as guarantors substantially increased.
[un]
However, the Swentos agreed to the assignment of the tenant's interests to
Jeepers Illinois. This assignment was expressly recognized by the "Fourth Amendment to
['6O9] Lease." The fourth amendment, which was signed by both Harvey and Cherry
Swento, also contained a statement that the Swentos: "ratify, reaffirm and confirm their
joint and several obligations under and pursuant to that certain Personal Guaranty of
Lease dates as of July 8, 1991, in favor of the Landlord." The record therefore indicates
that the Swentos agreed to guaranty the obligations of Jeepers Illinois as assignee of the
lease. Where guarantors assent to such changes in the contract, the guarantors will not be
released. See Roels, 240 III. App. 3d at 583.
We further find that the Swentos' arguments ignore the fact that the language of the
personal guaranty specifically provided that the guaranty would remain intact regardless of
changes and modifications to the lease, including extensions of the lease. The personal
guaranty provided:
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"This guaranty is irrevocable, absolute. present. continuing and unconditional. and the obligation of (the Swentos) shall
r"2O]
not be released or affected by (a) any extensions of time. indulgences or modifications which Landlord may
extend with Tenant in the performance of said Lease: (b) any failure of Landlord to enforce any of the conditions of said
Lease: (c) any assignment of the lease by Tenant; or (d) any COMM which Landlord may give to such assignment."
The personal guaranty further provided that the "guaranty shall also inure to the benefit of
Landlord's successors, assigns, and legal representatives." In light of the express
provisions of the guaranty, we find that by agreeing that their obligation would continue
even if the landlord granted extensions of time to the tenant or otherwise modified the
lease, the Swentos granted the landlord the right to make such extensions or modifications
without impairing the validity of the guaranty. See Zirp-Bumham, 356 III. App. 3d at 605
(where language of original guaranty provided that the guarantor "guarantee[d] the
landlords, its successors and assigns, the prompt and full payment of all Rent,'
'notwithstanding any amendment, addition, assignment, sublease, transfer, renewal,
extension or other modification of the Lease,"' (emphasis omitted) the guarantor was not
[..21]
relieved from personal liability due to an allegedly erroneous listing of the trustee
and landlord on a second reaffirmation of the guaranty because the landlord did not
require the guarantor's reaffirmation to receive the benefit of the original guaranty under
the language of that original guaranty). We therefore conclude that the Swentos were not
discharged from the guaranty due to the modifications contained in the Agreement.
B. Affirmative Defense of Estoppel by Waiver
["610]
The Swentos next contend that the circuit court erred in granting CEC's motion for
a directed verdict where it denied the Swentos the opportunity to present their affirmative
defense of estoppel by waiver. The Swentos argue that CEC is estopped from seeking a
judgment against the Swentos where CEC entered into the Agreement solely with Jeepers
and Jeepers ['"139] Illinois that superceded the lease. The Swentos maintain that
neither CEC's forcible eviction and detainer action nor the Agreement contemplated the
Swentos as guarantors to the lease and CEC should be prevented from reverting to the
1991 personal guaranty. In the alternative, the Swentos argue that CEC and Jeepers
Illinois entered into an executory accord that prevents CEC from attempting to collect the
same debt from the Swentos as a ("1'22] nonparty to that accord.
CEC argues that the Swentos waived these purported defenses by failing to raise them
before the trial court. We agree. The record shows that the Swentos' counterclaim and
affirmative defenses included promissory estoppel, in which the Swentos alleged that CEC
was estopped from asserting its rights under the lease because it broke off negotiations to
extend the lease for an additional time period after Jeepers Illinois failed to pay overdue
rent. However, the Swentos did not present to the circuit court the estoppel by waiver
arguments that they advance on appeal and these arguments are therefore waived. See
Robidoux v. Oliphant, 201 III. 2d 324, 344, 775 N.E.2d 987, 266 III. Dec. 915 (2002).
Waiver aside, we find that the Swentos arguments are without merit. The Swentos first
assert that CEC is estopped from seeking a judgment against the Swentos, where CEC
entered into the Agreement solely with Jeepers and Jeepers Illinois and where CEC did
not name the Swentos in the forcible eviction and detainer action, ignores the fact that, as
already discussed, the personal guaranty's language provided that the guaranty would
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remain intact regardless of changes and modifications to the lease. In light of [***23] the
express provisions of the guaranty, the Swentos were not discharged by the subsequent
Agreement and CEC was not required to receive a reaffirmation by the Swentos in the
Agreement to receive the benefit of the original guaranty. See Zirp-Burnham, 356 III. App.
3d at 605-06.
The Swentos' second claim, that the Agreement constituted an executory accord that
satisfied the tenant's obligation under the lease, is also without merit. [HN6] "An
'executory accord' is an agreement to accept at some future time a stipulated performance
as satisfaction of an obligation." Collection Professionals, Inc. v. Logan, 296 III. App. 3d
959, 964, 695 N.E.2d 1344, 231 III. Dec. 225 (1998). [HN7] "[A]n executory accord is
unenforceable and will not bar enforcement of the original obligation unless: (1) the
creditor has clearly accepted the new promise of future performance, itself, and not the
ultimate performance of it, as satisfaction, and (2) the new promise r611] is based upon
new consideration." Collection Professionals, Inc., 296 III. App. 3d at 964.
Here, the Agreement specifically provided in paragraph 8 that "Tenant covenants and
agrees that the Lease is valid, and in full force and effect" and that "the terms and
provisions of the Lease are hereby ["*"24] ratified, reaffirmed and confirmed." The
Agreement further provided, in paragraph 2,:
"Tenant covenants and agrees that the time extensions described in this Paragraph 2 do not and shall not constitute a
waiver, modification or abrogation of Tenant's obligations under the Lease to timely and fully pay to Landlord all other
Rent amounts when due during the Term and to otherwise timely and fully perform all covenants and obligations
described in the Lease during the Term,"
("140] The Agreement therefore did not provide that CEC accepted a new promise of
future performance as satisfaction for the tenant's obligations under the lease, but, rather,
the Agreement consisted of an extension of time and modifications of the lease. The
parties also agreed in the Agreement that the lease remained in full force and effect. In
addition, any promise to provide a release of the original lease would not have been based
upon new consideration because Jeepers Illinois already owed the overdue rent payments
to CEC pursuant to the lease and did not provide new consideration. We therefore
conclude that there is nothing in the record demonstrating that CEC intended to accept the
Agreement as satisfaction for the ["**25] tenant's obligations under the lease.
C. Unconsionability
The Swentos lastly contend that it is unconscionable to hold them liable under the
Agreement because they were not parties to the Agreement and had no knowledge of the
Agreement. Contrary to the Swentos' assertion, the circuit court found them liable pursuant
to the terms of the personal guaranty, in which they expressly agreed to be jointly and
severally liable for the tenant's obligations under the lease. GEC's claims in this case were
based on Jeepers Illinois' failure to make rent payments as obligated under the lease and
its failure to return the leased premises to the condition required by the lease. As
previously discussed, the Agreement did not materially alter the obligations of the tenant
so as to discharge the Swentos from their obligations under the personal guaranty. In
addition, the personal guaranty granted the landlord the right to make extensions or
modifications, such as those provided in the Agreement, without impairing the validity of
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the personal guaranty. Therefore, we find nothing unconscionable about the enforcement
of the personal guaranty in this case.
Ill. Conclusion
[1.612] For the above reasons, we affirm the r**26] judgment of the circuit court.
Affirmed.
NEVILLE and MURPHY, JJ., concur.
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Hanlin-Rainaldi Construction Corp., Plaintiff-Appellant, v.
Jeepers!, Inc., Defendant-Appellee.
No. 03AP-851
COURT OF APPEALS OF OHIO, TENTH APPELLATE DISTRICT,
FRANKLIN COUNTY
2004 Ohio 6250; 2004 Ohio App. LEXIS 5682
November 23, 2004, Rendered
r*ii
PRIOR HISTORY: C.P.C. No. 02CVH-5622
DISPOSITION: Judgment affirmed.
CASE SUMMARY:
PROCEDURAL POSTURE: Appellant construction company sought review of a judgment
of the Franklin County Court of Common Pleas (Ohio). which granted partial summary
judgment in favor of appellee indoor animated theme park operator in the company's
action. which alleged wrongful withholding of payments. breach of contract, and unjust
enrichment. Summary judgment was granted to the company on several of the withholding
payment claims and the breach of contract claim.
OVERVIEW: The park operator entered into a lease agreement to operate a park The
operator also entered into agreements with the construction company for work on the
specific leasehold. and with a general contractor. However. the company filed a lien
against the leasehold for unpaid fees Thereafter. the parties entered into a settlement
agreement Upon the operator's failure to pay under the settlement. the company filed suit
against the operator and others. and another settlement was entered into. The company
again sued the operator. The trial court granted summary judgment for the company on
two unpaid notes and for breach of contract. and for the operator on one note and for
unjust enrichment. On appeal. the court found that North Carolina substantive law applied
The company's claim that there was a modification or waiver of the release language in the
settlement agreement was not properly reviewable, as it was not raised in the trial court.
The language of the settlement agreement plainly and unambiguously discharged the
operator from its obligation under one note, and accordingly, the court was not free to
entertain the company's claim that a release was not the parties' intent.
OUTCOME: The court affirmed the judgment of the trial court.
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CORE TERMS: summary judgment, settlement agreement, assignment of error, reply
brief. parol evidence rule, matter of law, construction projects, upfit, leasehold, plainly,
movant, reply, choice of law, reasonable basis, novo, subsequent conduct, wrongfully
withheld, contractor, discharged, assign, procedural law, applicable law, substantial
relationship, fundamental policy, material interest, leave to file, genuine issues, initial
burden, citations omitted, unambiguous
LexisNexis(R) Headnotes
Contracts Law > Contract Conditions & Provisions > Forum Selection Clauses
[HN11 The Supreme Court of Ohio has held that the law of the state chosen by the parties
to govern their contractual rights and duties will be applied unless either the chosen state
has no substantial relationship to the parties or the transaction and there is no other
reasonable basis for the parties' choice, or application of the law of the chosen state would
be contrary to the fundamental policy of a state having a greater material interest in the
issue than the chosen state and such state would be the state of the applicable law in the
absence of a choice by the parties.
Civil Procedure > Federal & State Interrelationships > Choice of Law > General
Overview
[HN2] Traditional choice of law principles provide that the law of the forum state governs
on procedural matters.
Civil Procedure > Appeals > Briefs
[HN3] A reply brief is merely an opportunity to reply to the brief of appellee. A reply brief
may not raise new assignments, which were omitted from an appellant's original brief,
especially where leave to file a new assignment was not sought from the appellate court.
Civil Procedure > Appeals > Reviewability > Preservation for Review
[HN4] Issues not raised in a lower court and not there tried and which are completely
inconsistent with and contrary to the theory upon which appellants proceeded below
cannot be raised for the first time on review.
Civil Procedure > Summary Judgment > Appellate Review > Standards of Review
Civil Procedure > Appeals > Standards of Review> De Novo Review
[HN5] Appellate review of a lower courts granting of summary judgment is de novo. De
novo review means that an appellate court uses the same standard that a trial court should
have used, and the appellate court examines the evidence to determine whether as a
matter of law no genuine issues exist for trial.
Civil Procedure > Summary Judgment > Standards > Appropriateness
Civil Procedure > Summary Judgment > Standards > Genuine Disputes
Civil Procedure > Summary Judgment > Standards > Materiality
[HN6] Summary judgment is proper when a movant for summary judgment demonstrates:
(1) no genuine issue of material fact exists; (2) the movant is entitled to judgment as a
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matter of law; and (3) reasonable minds could come to but one conclusion and that
conclusion is adverse to the party against whom the motion for summary judgment is
made, that party being entitled to have the evidence most strongly construed in its favor.
Ohio R. Civ. P. 56.
Civil Procedure > Summary Judgment > Burdens of Production & Proof > Movants
Civil Procedure > Summary Judgment > Standards > Appropriateness
Civil Procedure> Summary Judgment > Standards > Genuine Disputes
[HN7] Under Ohio R. Civ. P. 56(C), a movant bears the initial burden of informing a trial
court of the basis for the motion and identifying those portions of the record demonstrating
the absence of a material fact. Once a movant discharges its initial burden, summary
judgment is appropriate if the nonmoving party does not respond, by affidavit or as
otherwise provided in Rule 56, with specific facts showing that a genuine issue exists for
trial.
Contracts Law > Contract Interpretation > Parol Evidence > General Overview
Evidence > Documentary Evidence > Parol Evidence
[HN8] The parol evidence rule is not a rule of evidence but of substantive law. It prohibits
the consideration of evidence as to anything which happened prior to or simultaneously
with the making of a contract which would vary the terms of the agreement. Generally, the
parol evidence rule prohibits the admission of evidence to contradict or add to the terms of
a clear and unambiguous contract.
Contracts Law > Contract Interpretation > Parol Evidence > General Overview
[HN9] Under North Carolina law, when the language of a contract is clear and
unambiguous, construction of the agreement is a matter of law for a court, and the court
cannot look beyond the terms of the contract to determine the intentions of the parties.
Therefore, it must be presumed the parties intended what the language used clearly
expresses, and the contract must be construed to mean what on its face it purports to
mean.
Contracts Law > Contract Interpretation > General Overview
[HN10] Under North Carolina law, where the provisions of a contract are plainly set out, a
court is not free to disregard them and a party may not contend for a different interpretation
on the ground that it does not truly express the intent of the parties.
COUNSEL: Bricker & Eckler, LLP, and James J. Hughes, Ill, for appellant.
Porter, Wright, Morris & Arthur, LLP, Jack R. Pigman, Jay A. Yurkiw and Bryan R. Faller,
for appellee.
JUDGES: PETREE, J. KLATT and WRIGHT, JJ., concur.
OPINION BY: PETREE
OPINION
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(REGULAR CALENDAR)
APPEAL From the Franklin County Court of Common Pleas.
PETREE, J.
[' P1] Plaintiff-appellant, Hanlin-Rainaldi Construction Corporation ("Hanlin-Rainaldi"),
appeals from a judgment of the Franklin County Court of Common Pleas that granted
partial summary judgment in favor of defendant-appellee, Jeepersl, Inc. ("Jeepers"). For
the following reasons, we affirm.
[' P2] Jeepers owns and operates indoor animated theme parks that are designed to
serve families with children who are 12 years old or younger. Within these indoor animated
theme parks are amusement park rides, soft play areas, skill games, and family dining.
['P 3] In August 1999, Jeepers and Concord Mills Limited Partnership ("Concord Mills")
entered into a ten-year lease agreement with the intention that Jeepers would operate a
business establishment at a leasehold in Concord Mills Mall in Concord, North Carolina.
[*1'2] Under this agreement, after Jeepers satisfied conditions precedent, Concord Mills
apparently agreed to pay Jeepers an allowance for construction improvements.
[' P4] In August 1999, Jeepers also entered into an agreement with Hanlin-Rainaldi, an
Ohio corporation that Jeepers apparently had retained on several previous occasions for
other construction projects. According to this agreement, Jeepers agreed to pay $
1,100,000 to Hanlin-Rainaldi for upfitting the leasehold at Concord Mills Mall.
r P5] Effective August 1999, Jeepers also contracted with Win & Associates, Inc. Min &
Associates"), a general contractor in North Carolina. According to this agreement, Jeepers
appointed Win & Associates to be the general contractor for the Concord Mills Mall project
and directed them to use Hanlin-Rainaldi as the major prime contractor for the Concord
Mills Mall project. The project agreement between Jeepers and Win & Associates also
required, among other things, that Jeepers: (1) assign its agreement with Hanlin-Rainaldi
to Win & Associates for the purpose of satisfying North Carolina licensing and permit
requirements; (2) pay the contract sum as provided in its agreement with Hanlin-Rainaldi
["3] directly to Hanlin-Rainaldi; and (3) pay a management fee to Win & Associates.
[' P6] Jeepers, however, failed to pay Hanlin-Rainaldi for services rendered, thereby
breaching its agreement with Hanlin-Rainaldi. To perfect its interest, Hainlin-Rainaldi filed
a lien in North Carolina against the leasehold.
[' P7] In May 2000, desiring to settle any and all claims resulting from the construction
project that the parties had against each other, Jeepers and Hanlin-Rainaldi entered into a
settlement agreement, wherein Jeepers acknowledged it owed $ 708,084 to Hanlin-
Rainaldi. Pursuant to this agreement, Jeepers promised to pay $ 440,000 upon execution
of the agreement, with the remaining balance to be paid by: (1) a promissory note in the
amount of $ 160,000 ("Note 1"); and (2) a cognovit note in the amount of $ 108,084. In
exchange, Hanlin-Rainaldi agreed to release the lien against the leasehold at Concord
Mills Mall.
I Jeepers has correctly observed that the copy of the May 2000 agreement in the record was not signed or dated by Hanlin-
Rainaldi and lacked some exhibits that were referenced in the settlement agreement. (Jeepers' Reply Memorandum in Support
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of Its Motion for Summary Judgment, at 4.) Nevertheless, before the trial court. Jeepers did not affirmatively deny that 4 was a
party to this settlement agreement. nor did it move to stnke this copy of the purported settlement agreement. See, generally,
Churchwell v. Red Roof Inns, Inc. (Mar. 24. 1998). Franklin App. No. 97APE08-1125. at M. 1. 1998 Ohio App. LEXIS 1122.
r.41
2 According to Jeepers, Hanlin-Rainaldi did riot remove its ken until after Hanlin-Rainaldi filed suit in North Carolina and another
settlement agreement in August 2001 was executed_ (Jeepers Reply Memorandurn in Support of Its Motion for Summary
Judgment, at 4 In. 3.)
r
P8] Jeepers failed to pay the $ 440,000 that it promised to pay upon execution of the
May 2000 settlement agreement. Thereafter, Hanlin-Rainaldi sued Jeepers, Concord Mills,
and Win & Associates in a North Carolina court.
rP9] Additionally, although Jeepers made payments towards satisfying its obligation
under Note 1, which continued until 2002, r Jeepers ultimately failed to totally satisfy its
obligation under Note 1. Jeepers did, however, satisfy the cognovit note.
3 According to Hanlin-Rainaldi. Jeepers failed to make a monthly payment on April 15, 2002, and then failed to make any
subsequent payments. (Affidavit of Kristy Krull, Comptroller of Hanlin-Rainaldi, dated October 30, 2002, at P7.) Jeepers admits
it made payments in January and February 2002. (Reply Memorandum of Defendant Jeeperst, Inc. in Support of its Motion For
Summary Judgment, at 7. fn. 8.)
r5] r
P10] In August 2001, Hanlin-Rainaldi, Jeepers, and Concord Mills entered into a
settlement agreement to resolve disputed claims. Concurrent with the execution of this
settlement agreement, Jeepers executed two promissory notes to Hanlin-Rainaldi in the
amount of $ 165,000 ("Note 2") and $ 75,000 ("Note 3"), respectively. Additionally,
concurrent with the execution of the second agreement, Concord Mills agreed to put $
75,000 in escrow for the benefit of Jeepers to be disbursed to Hanlin-Rainaldi after it
released its lien and dismissed its lawsuit. Hanlin-Rainaldi acknowledges that it received
the $ 75,000 that was held in escrow; however, according to Hanlin-Rainaldi, Jeepers
defaulted on Notes 2 and 3.
r
P11] On May 20, 2002, Hanlin-Rainaldi sued Jeepers in the Franklin County Court of
Common Pleas, asserting five causes of action, that Jeepers: (1) wrongfully withheld
payment under Note 1 and was liable for all amounts due under this note; (2) wrongfully
withheld payment under Note 2 and was liable for all amounts due under this note; (3)
wrongfully withheld payment under Note 3 and was liable for all amounts due under this
r.6]
note; (4) materially breached the agreement of August 2001 and was liable for the
balances due under Notes 2 and 3; and (5) had been unjustly enriched and was liable in
an amount equal to the outstanding balances that were due under Notes 1, 2, and 3.
Jeepers answered the complaint, wherein it admitted to executing the notes but generally
denied other allegations in the complaint.
r
P12] Hanlin-Rainaldi later moved for summary judgment as to all claims. Jeepers
opposed this motion.
r
P13] Later, Jeepers moved for summary judgment concerning Hanlin-Rainaldi's claims
that arose under the August 2001 agreement and Notes 2 and 3, claiming that the
agreement and Notes 2 and 3 were executed under economic duress. In the alternative,
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Jeepers sought judgment relating to Note 1, claiming that the agreement discharged
Jeepers of this debt. Hanlin-Rainaldi opposed Jeepers' motion for summary judgment.
r
P14] On April 1, 2003, the trial court rendered a decision, wherein it granted in part and
denied in part Hanlin-Rainaldi's motion for summary judgment and granted Jeepers'
motion for summary judgment; however, this decision was later vacated. Pursuant to
r 7]
Civ.R. 53 and local rule, the trial court later referred the matter to a magistrate for a
mediation conference. After reaching an impasse, the matter was referred for further
motion practice and trial preparation.
r
P151 On July 24, 2003, the trial court rendered judgment wherein it granted in part and
denied in part both Hanlin-Rainaldi's and Jeepers' motions for summary judgment. In its
judgment, the trial court found in favor of Hanlin-Rainaldi concerning its claims that
Jeepers breached the August 2001 agreement and was liable to Hanlin-Rainaldi under
Notes 2 and 3. However, the trial court found in favor of Jeepers as to Hanlin-Rainaldi's
claims that Jeepers failed to satisfy its obligation under Note 1 and Jeepers was unjustly
enriched. From this judgment, Hanlin-Rainaldi appeals and asserts a single assignment of
error:
The trial court erred as a matter of law in applying the parol evidence rule to bar evidence of Appellee's subsequent
conduct
r P16] In its reply brief, Hanlin-Rainaldi alternatively asserts:
The trial court erred as a matter of law by failing to consider evidence of Appellee's subsequent payments on the note
to show intent and meaning, including whether such conduct constituted rit] a modification or waiver of the terms of
the release language in the settlement agreement.
r P17] We will first address which substantive law and procedural law apply to this cause.
r
P113] [HN1] The Supreme Court of Ohio has held:
The law of the state chosen by the parties to govern their contractual rights and duties will be applied bless either the
chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for
the parties' choice, or application of the law of the chosen state would be contrary to the fundamental policy of a state
having a greater material interest in the issue than the chosen state and such state would be the state of the applicable
law in the absence of a choice by the parties.
Schulke Radio Productions, Ltd. v. Midwestern Broadcasting Co. (1983), 6 Ohio St.3d 436,
6 Ohio B. 480, 453 N.E.2d 683, syllabus; see, also, Jarvis v. Ashland Oil, Inc. (1985), 17
Ohio St.3d 189, 17 Ohio B. 427, 478 N.E.2d 786, syllabus; Restatement of the Law 2d,
Conflict of Laws (1971) 561, Section 187. Accord Torres v. McClain (2000), 140 N.C. App.
238, 241, 535 S.E.2d 623, quoting Behr v. Behr (1980), 46 N.C.App. 694, 696, 266 S.E.2d
393, ("9] citing Restatement of the Law 2d, Conflict of Laws (1971) 561, Section 187
(stating that "the parties' choice of law is generally binding on the interpreting court as long
as they had a reasonable basis for their choice and the law of the chosen State does not
violate a fundamental policy of the state of otherwise applicable law.").
r
P19] Section 91. of Hanlin-Rainaldi, Jeepers, and Concord Mills' August 2001
agreement provides that: "This Agreement shall be governed by the laws of the State of
North Carolina." In this case, North Carolina is the locus of Jeepers' leasehold and the
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construction project, and we find it is the forum with the most significant contacts to the
case. Accordingly, we conclude North Carolina has a substantial relationship to the
settlement agreement, and there exists a reasonable basis for the parties' choice of law
provision in their contract. Furthermore, based upon our review of the record, we cannot
conclude that Ohio would have a greater material interest than North Carolina in the
outcome of this case. Accordingly, we conclude North Carolina substantive law applies to
the August 2001 agreement.
r
P20] Furthermore, because [HN2] traditional choice r10] of law principles provide
that the law of the forum state governs on procedural matters, Keeton v. Hustler Magazine,
Inc. (1984), 465 U.S. 770, 778, fn. 10, 104 S. Ct. 1473, 79 L. Ed. 2d 790; Lawson v. Valve-
Trol Co. (1991), 81 Ohio App.3d 1, 4, 610 N.E.2d 425, jurisdictional motion overruled, 61
Ohio St. 3d 1422, 574 N.E.2d 1092; Restatement of the Law 2d, Conflict of Laws (1971)
350, Section 122, we conclude Ohio procedural law applies to this cause.
r
P211 In its reply brief, Hanlin-Rainaldi has asserted an alternative assignment of error,
namely, that the August 2001 agreement was modified or, alternatively, that release
language in this agreement was waived.
r
P22] [HN3) "[A] reply brief is merely an opportunity to reply to the brief of appellee. * * *
A reply brief may not raise new assignments, which were omitted from appellant's original
brief, especially where leave to file a new assignment was not sought from this court."
Calex Corp. v. United Steelworkers of America (2000), 137 Ohio App.3d 74, 80, 738
N.E.2d 51, dismissed, appeal not allowed, 89 Ohio St. 3d 1465, 732 N.E.2d 998; see, also,
riii
Trout v. Ohio Dept of Edn., Franklin App. No. 02AP-783, 2003 Ohio 987, at P26;
Belcher v. Ohio State Racing Comm., Franklin App. No. 03AP-786, 2004 Ohio 1278, at
P18, appeal not allowed, 103 Ohio St. 3d 1405, 2004 Ohio 3980, 812 N.E.2d 1288; Julian
v. Creekside Health Ctr., Mahoning App. No. 03MA21, 2004 Ohio 3197, at P81; Tipp City
v. Watson, Miami App. No. 02CA43, 2003 Ohio 4836, at P28; Brouse v. Old Phoenix Natl.
Bank of Medina (1985), 25 Ohio App. 3d 9, 10, fn. 1, 25 Ohio B. 38, 495 N.E.2d 42;
Sheppard v. Mack (1980), 68 Ohio App.2d 95, 97, fn. 1, 427 N.E.2d 522. See, also, App.R.
16(A)(3) and (C).
r
P23] Additionally, [HN4] "issues not raised in the lower court and not there tried and
which are completely inconsistent with and contrary to the theory upon which appellants
proceeded below cannot be raised for the first time on review." Republic Steel Corp. v.
Cuyahoga Cty. Bd. of Revision (1963), 175 Ohio St. 179, 192 N.E.2d 47, syllabus; see,
also, State ex rel. Gutierrez v. Trumbull Cty. Bd. of Elections (1992), 65 Ohio St.3d 175,
177, 602 N.E.2d 622 (observing that "appellant cannot change the theory of his case and
r
present these new arguments 12] for the first time on appeal"); Shaffer v. OhioHealth
Corp., Franklin App. No. 03AP-102, 2004 Ohio 63, at P13; State ex rel. Phillips v. Capots
(Sept. 22, 1994), Franklin App. No. 94APE04-499, 1994 Ohio App. LEXIS 4142, citing
Miller v. Wikel Mfg. Co., Inc. (1989), 46 Ohio St.3d 76, 78, 545 N.E.2d 76.
r P24] In the instant case, although this court granted Hanlin-Rainaldi's motion for leave
to file a reply brief, Hanlin-Rainaldi did not seek leave to assert an alternative assignment
of error in its reply brief. Additionally, before the trial court, Hanlin-Rainaldi did not raise
whether Jeepers' payments on Note 1 following the August 2001 agreement constituted a
modification or waiver of the release language in the settlement agreement. Accordingly,
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we conclude that Hanlin-Rainaldi's alternative assignment of error as asserted in its reply
brief is improperly raised. Therefore, finding that Hanlin-Rainaldi's alternative assignment
of error is improperly raised, we decline to address it.
r
P25] [HN5] Appellate review of a lower court's granting of summary judgment is de
novo. Mitnaul v. Fairmount Presbyterian Church, 149 Ohio App.3d 769, 2002 Ohio 5833,
r
at P27, 778 N.E.2d 1093. " 13) 'De novo review means that this court uses the same
standard that the trial court should have used, and we examine the evidence to determine
whether as a matter of law no genuine issues exist for trial.' " Id., quoting Brewer v.
Cleveland Bd. of Edn. (1997), 122 Ohio App.3d 378, 701 N.E.2d 1023, citing Dupler v.
Mansfield Journal Co., Inc. (1980), 64 Ohio St.2d 116, 119-120, 413 N.E.2d 1187,
certiorari denied (1981), 452 U.S. 962, 101 S. Ct. 3111, 69 L. Ed. 2d 973.
r
P26] [FINS] Summary judgment is proper when a movant for summary judgment
demonstrates: (1) no genuine issue of material fact exists; (2) the movant is entitled to
judgment as a matter of law; and (3) reasonable minds could come to but one conclusion
and that conclusion is adverse to the party against whom the motion for summary
judgment is made, that party being entitled to have the evidence most strongly construed
in its favor. Civ.R. 56; State ex rel. Grady v. State Emp. Relations Bd. (1997), 78 Ohio St.
3d 181, 183, 1997 Ohio 221, 677 N.E.2d 343.
ITV] [HN7] Under Civ.R. 56(C), a movant bears the initial burden of informing the trial
court of the basis for the motion r 14] and identifying those portions of the record
demonstrating the absence of a material fact. Dresher v. Burt (1996), 75 Ohio St.3d 280,
293, 1996 Ohio 107, 662 N.E.2d 264. Once a movant discharges its initial burden,
summary judgment is appropriate if the nonmoving party does not respond, by affidavit or
as otherwise provided in Civ.R. 56, with specific facts showing that a genuine issue exists
for trial. Id.; Vahila v. Hall (1997), 77 Ohio St.3d 421, 430, 1997 Ohio 259, 674 N.E.2d
1164; Civ.R. 56(E).
r
P28] In its assignment of error, Hanlin-Rainaldi asserts the trial court erred when it
applied the parol evidence rule to bar Jeepers' subsequent conduct when determining that
the August 2001 agreement released Jeepers of its obligations under Note 1.
r P29] [HN8] '"The parol evidence rule is not a rule of evidence but of substantive law....
It prohibits the consideration of evidence as to anything which happened prior to or
simultaneously with the making of a contract which would vary the terms of the
agreement.'" Thompson v. First Citizens Bank & Trust Co. (2002), 151 N.C.App. 704, 708-
709, 567 S.E.2d 184, quoting Harrell v. First Union Natl. Bank (1985), 76 N.C.App. 666,
667, 334 S.E.2d 109, 110, ("15] affirmed (1986), 316 N.C. 191, 340 S.E.2d 111. Accord
Ed Schory & Sons, Inc. v. Society Natl. Bank (1996), 75 Ohio St. 3d 433, 440, 1996 Ohio
194, 662 N.E.2d 1074; Natl. City Bank, Akron v. Donaldson (1994), 95 Ohio App.3d 241,
244-245, 642 N.E.2d 58. "'Generally, the parol evidence rule prohibits the admission of
evidence to contradict or add to the terms of a clear and unambiguous contract."'
Thompson, supra, at 709, quoting Hansen v. DHL Laboratories (1994), 316 S.C. 505, 508,
450 S.E.2d 624, affirmed (1995), 319 S.C. 79, 459 S.E.2d 850. Accord Citicasters Co. v.
Bricker & Eckler, L.L.P., 149 Ohio App.3d 705, 2002 Ohio 5814, at P7, 778 N.E.2d 663.
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[P30] Based upon our review, we find that the trial court did not expressly apply the
parol evidence rule when it construed the August 2001 agreement. Therefore, we find
Hanlin-Rainaldi's contention that the trial court improperly applied the parol evidence rule
is misplaced.
r P31] However, to the extent that Hanlin-Rainaldi asserts that the trial court
misconstrued or misapplied, or both, the agreement, as between Hanlin-Rainaldi and
Jeepers, we review de novo the trial court's [**16] determination.
r P32] [HN9] "Under North Carolina law, 'when the language of the contract is clear and
unambiguous, construction of the agreement is a matter of law for the court[,] and the court
cannot look beyond the terms of the contract to determine the intentions of the parties.'"
Financial Services of Raleigh, Inc. v. Barefoot (2004), 163 N.C.App. 387, 594 S.E.2d 37,
42, quoting Piedmont Bank & Trust Co. v. Stevenson (1986), 79 N.C.App. 236, 240, 339
S.E.2d 49, (internal citations omitted), affirmed per curiam, 317 N.C. 330, 344 S.E.2d 788;
see, also, Helms v. Schultze (2003), 161 N.C.App. 404, 409, 588 S.E.2d 524. Therefore, "
'it must be presumed the parties intended what the language used clearly expresses, and
the contract must be construed to mean what on its face it purports to mean.' " Barefoot, at
43, quoting Hartford Acc. & Indem. Co. v. Hood (1946), 226 N.C. 706, 710, 40 S.E.2d 198
(internal citations omitted).
[P33] According to section 5a. of the August 2001 agreement:
[—in
Harlin, and its parent, subsidiary. and affiliate corporations, and their respective shareholders. partners.
directors, officers. employees. insurers. representatives. and agents. and their respective heirs. successors, and
assigns, hereby release and discharge Jeepers and Concord Mills, and each of their parent, subsidiary, and affiliate
corporations, and their respective shareholders. partners, directors, officers, employees. insurers, representatives.
subcontractors. suppliers. and agents, and their respective heirs, successors, and assigns, and from any and all
obligations. liabilities. damages. claims. costs. expenses. and attorneys' fees (whether known or unknown) arising out
of or relating in any manner to the upfit of the Jeepers' facilities in the Concord Mills Mall and in Southfield. Michigan.
[T34] Furthermore, pursuant to section 9c. of the agreement: "This Agreement
represents the entire agreement between the Parties with respect to the settlement of the
dispute between them, and it supersedes all prior discussions, representations, and/or
negotiations. This Agreement shall not be amended except in a writing signed by both of
the Parties."
[P35] Thus, applying the plain language of the agreement, we must determine whether
Jeepers' obligation under Note ["18] 1 is an obligation, liability, claim, or cost that arises
out of or relates in any manner to the upfit of Jeepers' facility in the Concord Mills Mall.
r P36] Jeepers' obligation under Note 1 arose pursuant to a May 2000 agreement. Under
this agreement, Hanlin-Rainaldi and Jeepers expressly desired to settle any and all claims
against each other that resulted from the construction project in Concord, North Carolina.
Pursuant to this agreement, Jeepers executed Note 1.
[1:137] Accordingly, we conclude that Jeepers' obligation under Note 1 relates to the upfit
of Jeepers' facility in the Concord Mills Mall, and it is an obligation that arises out of or
relates to the upfit of the construction project in the Concord Mills Mall.
[*P38] Because Jeepers' obligation under Note 1 arises out of or relates to the upfit of the
construction project in the Concord Mills Mall, we further conclude, as a matter of law, that
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2004 Ohio 6250, a; 2004 Ohio App. LEXIS 5682, **
section 5a. of the August 2001 agreement applies and releases Jeepers from its obligation
under Note 1. See, generally, Barefoot, supra, at 42, citing Chemimetals Processing, Inc.
v. Schrimsher (2000), 140 N.C.App. 135, 138, 535 S.E.2d 594 [""19] (applying principles
governing interpretation of contracts when construing a release); Adder v. Holman &
Moody, Inc. (1975), 288 N.C. 484, 492, 219 S.E.2d 190.
rP391 Nevertheless, Hanlin-Rainaldi asserts that it was not the parties' intention that
Jeepers' obligation under Note 1 would be discharged by the August 2001 agreement.
(P40] [HN10] Under North Carolina law, "where the provisions of a contract are plainly
set out, the court is not free to disregard them and a party may not contend for a different
interpretation on the ground that it does not truly express the intent of the parties." Dixon,
Odom & Co. v. Sledge (1982), 59 N.C.App. 280, 284, 296 S.E.2d 512, citing Taylor v.
Gibbs (1966), 268 N.C. 363, 150 S.E.2d 506.
(P411 Here, section 5a. of the August 2001 agreement plainly and unambiguously
discharges Jeepers' obligation under Note 1. Finding that this provision of the contract is
plainly set out, we are not free to disregard it on the grounds that it does not truly express
the parties' intent.
(P42] Accordingly, Hanlin-Rainaldi's argument that it was not the parties' intention that
Jeepers' obligation ("20] under Note 1 would be discharged by the August 2001
agreement is unpersuasive.
(P43] Therefore, having concluded that Hanlin-Rainaldi's contention that the trial court
erred when it applied the parol evidence rule to bar Jeepers' subsequent conduct is
misplaced and having concluded that section 5a. of the August 2001 agreement plainly
and unambiguously applies to discharge Jeepers' obligation under Note 1, we therefore
overrule Hanlin-Rainaldi's sole assignment of error.
(P44] Accordingly, having overruled Hanlin-Rainaldi's sole assignment of error, and
having found that Hanlin-Rainaldi's alternative assignment of error in its reply brief was
improperly raised, we therefore affirm the judgment of the Franklin County Court of
Common Pleas.
Judgment affirmed.
KLATT and WRIGHT, JJ., concur.
WRIGHT, J., retired of the Supreme Court of Ohio, assigned to active duty under authority
of Section 6(C), Article IV. Ohio Constitution.
*** THIS DATA IS FOR INFORMATIONAL PURPOSES ONLY*"
SUPREME COURT CIVIL SUITS FOR NEW YORK COUNTY,
NEW YORK
CASE-NAME: D.B. ZWIRN & CO., L.P. , DBZ GP, LLC, ZWIRN HOLDINGS, LLC AND
DANIEL ZWIRN
v.
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Page 37
D.B. ZWIRN & CO., L.P. v. FINANCIAL TRUST COMPANY, INC.
FINANCIAL TRUST COMPANY, INC. AND JEEPERS, INC.
STATUS: DISPOSED ON 07/23/2010, OTHER FINAL DISP. (PRE-NOTE)
ACTION: E-FILED OTHER COMMERCIAL
REQUEST FOR JUDICIAL INTERVENTION: 07/02/2010
INDEX-NUMBER: 6505822010
JUDGE: LOWE, RICHARD B. III
PLAINTIFF ATTORNEY: LANKLER SIFFERT & WOHL LLP
500 FIFTH AVENUE - 33RD FLR.
NEW YORK, NEW YORK 10110
1-212 921-8399
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Page 38
GACHITORENA, BRIAN, INFANT v. JEEPERS & JEEPERS, INC.
*** THIS DATA IS FOR INFORMATIONAL PURPOSES ONLY***
SUPREME COURT CIVIL SUITS FOR ROCKLAND COUNTY,
NEW YORK
CASE-NAME: GACHITORENA, BRIAN, INFANT GUARDIAN EILEEN O'ROURKE
v.
JEEPERS & JEEPERS, INC.
STATUS: DISPOSED ON 04/25/2005; OTHER SETTLEMENT PRE-NOTE
ACTION: OTHER TORTS NEGLIGENCE
REQUEST FOR JUDICIAL INTERVENTION: 11/07/2003
INDEX-NUMBER: 0075722002
JUDGE: GEORGE M. BERGERMAN
PLAINTIFF ATTORNEY: DONALDSON, CHILLIEST ETAL
103 E. 125TH ST. STE 1102
W YORK 10035
DEFENDANT ATTORNEY: GORDON & SILBER
355 LEXINGTON AVE. 7TH FL.
NEW YORK. N.Y. 10017
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Page 39
ROMAN, RUBEN N., BY HIS v. JEEPERS, INC., PYRAMID
*** THIS DATA IS FOR INFORMATIONAL PURPOSES ONLY***
SUPREME COURT CIVIL SUITS FOR ROCKLAND COUNTY,
NEW YORK
CASE-NAME: ROMAN, RUBEN N., BY HIS FATHER AND LEGAL GUARDIAN, RUBEN
ROMAN.
v.
JEEPERS, INC., PYRAMID MANAGEMENT GROUP, INC., AND EKLECCO,
INC.
STATUS: DISPOSED ON 06/01/2006; SETTLED BEFORE TRIAL
ACTION: OTHER TORTS NEGLIGENCE
REQUEST FOR JUDICIAL INTERVENTION: 08/20/2003
NOTE OF ISSUE FILED: 05/03/2004
INDEX-NUMBER: 0086462002
JURY REQUESTED BY: PLAINTIFF
JUDGE: ALFRED J. WEINER
PLAINTIFF ATTORNEY: JAN H. RILEY
501 WEST145 STREET
NEW YORK, NY 10031
DEFENDANT ATTORNEY: MARC D. ORLOFF,P.C.,
55 MAIN STREET,BOX 386
GOSHEN N.Y. 10924
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Page 40
CIVIL SUITS FROM MARYLANDMARYLAND DISTRICT COURT
• * • THIS DATA IS FOR INFORMATIONAL PURPOSES ONLY " •
CIVIL SUITS FROM MARYLAND
MARYLAND DISTRICT COURT
Defendant: JEEPERS, INC.
Plaintiff: CINTAS. CORPORATION
Plaintiff Address: CINTAS, CORPORATION
3951 DARTMOUTH COURT
FREDERICK, MD 21703
Plaintiff Attorney: LIPPMAN, JEFFREY M
WEINSTOCK, FRIEDMAN,ETAL
4 RESERVOIR CIRC,2ND FLR
BALTIMORE, MD 21208
Number: 0702-001450-2007
Vendor Number: DS-00001450-2007
Date: 1/17/2007
Filing Type: CIVIL SUIT
Case Type: CONTRACT
Amount: $ 6,832
Status: OPEN
County Filed: MONTGOMERY
Place Filed: MARYLAND DISTRICT COURT
Description: CIVIL SUITS
ADDITIONAL SUBJUDGMENTS EXIST; SEARCH THE VENDOR NUMBER
MICHAEL CARDIERI, Claimant
v.
JEEPERS, INC., Employer;
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Page 41
2006 VA Wrk. Comp. LEXIS 1044, *
HANOVER INSURANCE COMPANY, Insurer
VWC FILE NO. 218-93-35
Virginia's Workers' Compensation Commission
2006 VA Wrk. Comp. LEXIS 1044
November 16, 2006
CORE TERMS: claimant, doctor, pain, cervical, symptom, pre-injury, sedentary,
specialist, ongoing, lumbar, syndrome, treating, medical evidence, recommended,
subjective, evaluated, part-time, diagnosed, temporary total disability, industrial accident,
physical therapy, return to work, exaggeration, work-related, dysfunction, diagnostic,
capability, depression, myofascial, traumatic
COUNSEL:
Keith L. Kimball, Esquire, Colgan, Kimball and Carnes, 4456 Corporation Lane, Suite 330,
Virginia Beach, VA 23462, for the Claimant.
Jimese P. Sherrill, Esquire, Jordan, Coyne and Savits, L.L.P., 10509 Judicial Drive, Suite
200, Fairfax, VA 22030, for the Defendants.
JUDGES: COMMISSIONER TARR, COMMISSIONER DIAMOND, AND COMMISSIONER
DUDLEY
OPINIONBY: DUDLEY
OPINION:
r
The employer has requested Review of the Deputy Commissioners April 19, 2006,
Opinion resuming temporary total disability benefits. n1 It assigns error to the finding that it
failed to prove that the claimant was capable of returning to his pre-injury employment.
Finding no error, we affirm.
n1 The claimant did not appeal the denial of his claim requesting payment for an MRI
scan; therefore, we will omit facts pertaining to this issue.
----------------End Footnote--------- --------- -
On May 13, 2004, the claimant sustained a compensable injury by accident to his head,
neck, shoulder, back, and hip. The employer paid ongoing temporary total disability
benefits and medical benefits.
On March 17, 2005, the employer filed an Application for Hearing seeking termination
of the temporary total disability award. It alleged that Dr. David G. Goss, orthopedic
surgeon, released the claimant to pre-injury employment effective March 15, 2005.
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2006 VA Wrk. Comp. LEXIS 1044,
At the Hearing, the claimant testified that on the day of his accident, he fell from a
r2j
ladder and struck his head, neck, and left side of his body on the floor. He stated that
his pre-injury duties involved maintaining equipment, motors, plumbing, and electrical
components at an indoor amusement park, which required him to lift items weighing 75 to
100 pounds. The claimant denied that he had returned to work since the accident. He did
not recall being released to perform light duty in the fall of 2004. The claimant
acknowledged that he attempted for a half day to perform a job offered by the employer,
but said that he could not perform the job due to his "agony." He remembered that Dr.
Goss informed him in March 2005 that he could return to full duty. The claimant explained
that he did not return to work for the employer, because he felt that he could not perform
his pre-injury job. Lucille Cardieri, his wife, testified that since the accident, he could not
perform his typical, heavy household chores.
The claimant testified that he looked for employment that did not involve much physical
labor, even before his release, and that he found a part-time job working as a manager in
May 2005. He ceased this job, because his condition worsened, and he could not lift,
bend, or fulfill other required physical activities. The claimant stated that he tried to locate
r3]
other appropriate work thereafter, and that he registered with the Virginia Employment
Commission in May 2005. He said that he looked for any employment within his limitations.
The pertinent medical record reflects that Dr. Kirsten A. Santianni, family practitioner,
began treating the claimant shortly after his injury by accident. Dr. Santianni assessed that
as a result of the fall, he suffered: (1) cervical, trapezius, thoracic, and lumbar muscle
spasms and pain; (2) left leg weakness and paresthesias; (3) tinnitus; and (4) left arm
paresthesias. Dr. Santianni referred the claimant to various specialists.
Dr. James D. Dillon, neurosurgeon, consulted with the claimant in July 2004 and
concluded that he suffered a closed head injury with a cerebral concussion, possibly a
skull injury, and a traumatic cervical strain. Dr. Dillon did not recommend surgery.
Dr. Donald E. LaMarche, Jr., neurologist, monitored the claimant's ongoing complaints
and diagnosed a cervical strain. Dr. LaMarche advised against surgery.
A functional capacity evaluation (FCE) performed in August 2004 found that the
claimant functioned at a sedentary/light physical demand level. The evaluator concluded
that he did r'4] not demonstrate the capability to perform his pre-injury employment,
"relative to high degree of self-limiting performance based on subjective pain patterns."
Dr. Goss began treating the claimant in November 2004, and diagnosed multi-level
cervical disc protrusions and congenital lumbar stenosis. The doctor prescribed physical
therapy, and periodically removed him from work or returned him with modifications.
In December 2004, Dr. LaMarche agreed with Dr. Goss' return of the claimant to
sedentary, part-time work. The claimant reported to Dr. LaMarche on January 11, 2005,
that his return to work was unsuccessful and caused much pain. As a result, the doctor
excused him from employment.
On January 12, 2005, Dr. Santianni issued a prescription note stating that the claimant
should not perform any work. She wrote that employment aggravated his condition and
increased his pain.
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2006 VA Wrk. Comp. LEXIS 1044, *
On February 10, 2005, Dr. Goss prescribed four additional weeks of physical therapy,
and stated that, "I have placed the claimant back to full duty as of March 14, 2005," after
the completion of therapy. The doctor indicated that: "The claimant will return to full duty
and we will see how things go."
r51
Dr. LaMarche evaluated the claimant on February 15, 2005, and noted that: "I
wrote him a note to release him to work for 3/14/2005, as Dr. Goss did. The claimant says
he will try it for a day, but he knows that it will not work for him." Dr. LaMarche commented
that he found no clear etiology for the claimant's discomfort, but that he had no reason to
doubt his sincerity.
The claimant saw Dr. Goss on March 15, 2005, and reported a multitude of ongoing
orthopedic complaints. The doctor reported that he was released to full duty, but that the
employer no longer had a job for him. Dr. Goss proposed another FCE, and stated that: "I
will still keep the claimant at full duty but the FCE will help guide future decisions."
The claimant underwent another FCE on April 14, 2005, and Dr. Goss reviewed the
results on April 19, 2005. The doctor noted that: "As expected the claimant's FCE shows a
lack of ability to perform full duty." The FCE reported that he showed significant symptom
exaggeration and not a full effort. Dr. Goss agreed to keep the claimant at "sedentary duty
per his FCE," and predicted that he would progress his work-related capabilities after four
more weeks of physical therapy.
['6]
On May 17, 2005, Dr. Goss concluded that he had nothing further to offer the
claimant and referred him to a pain management specialist. The doctor recommended
continued sedentary duty, and considered this restriction to be permanent until he saw a
pain management physician and perhaps had another FCE. Dr. Goss commented that he
'Would not mind a full duty release at this point," based on the claimant's lack of full effort
at the FCE. Regardless, the doctor left the decision to the pain management specialist. Dr.
Goss issued a disability slip indicating that the sedentary-duty restrictions were temporary
until the claimant reached maximum medical improvement on June 1, 2005.
Pursuant to Dr. Goss' referral, Dr. Donald Holzer, neurologist, evaluated the claimant
on June 18, 2005. Dr. Holzer concluded that he suffered cervical myofascial pain
dysfunction syndrome with underlying disc herniations, cervical and lumbar radiculopathy,
lumbar myofascial pain dysfunction syndrome with underlying lumbar spondylosis, post-
traumatic syndrome secondary to his head trauma, and depression over his chronic pain
and inability to function. The doctor stated that these problems were directly and causally
rij
related to the claimant's industrial accident. Dr. Holzer proposed a TENS unit,
consultation with a pain psychologist, cervical epidural steroid injections, and medications.
The doctor recommended that: "The claimant cease working entirely at the present time,
as he clearly is having extreme difficulties functioning, even in a part-time capacity and this
will allow us an opportunity to assess fully the therapies proposed above."
On July 5, 2005, the claimant returned to Dr. Goss, who repeated that he had no
treatment to offer, and that he had deferred treatment and work restrictions to the
physiatrist. The doctor expressed doubt that the symptoms were as severe as he
conveyed during his clinic visits. Dr. Holzer monitored the claimant's ongoing symptoms
throughout the summer of 2005.
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2006 VA Wrk. Comp. LEXIS 1044,
On August 23, 2005, the claimant underwent an independent medical examination by
Dr. Mark A. Ross, physiatrist. He informed Dr. Ross about the accident, his treatment, and
that he had not improved since the injury. The claimant complained of suffering constant
pain, ranging from a level six to ten, humming in his head, dizziness, imbalance, and
difficulty walking, standing, lifting, bending, and concentrating. ["8JHe advised Dr. Ross
that he could not work, because he frequently had to lie down. The doctor interviewed the
claimant, reviewed his diagnostic studies, and read his medical records.
Dr. Ross concluded that the claimant had no diagnoses resulting from the work-related
accident, and that: "There are continued pain complaints but there is no supportable
medical basis for the diagnosis of a physical injury." Dr. Ross dismissed the claimant's
subjective complaints as unreliable and not supported by objective findings. He similarly
opined that much medical treatment had been excessive and unnecessary as responsive
to the unsubstantiated subjective complaints. Dr. Ross stated that ongoing treatment was
not required, since the claimant's complaints and physical examination findings were not
credible. The doctor concluded that he could return to full, unrestricted duty and that no
medical evidence supported restrictions. Dr. Ross suggested that the claimant likely had a
psychological/behavioral component to explain his ongoing alleged symptoms. The doctor
recommended evaluation for a mild traumatic brain injury, since this might be "the only
['
alternate explanation" for his "relentless pursuit 9] of physical remedy" for his
"nonexistent physical problems." Dr. Ross immediately issued a revision to clarify that his
report of August 23, 2005, contained a typographical error, and should convey that he "did
not see" the claimant's subjective complaints.
By letter dated October 14, 2005, Dr. Holzer restated the claimant's history and his
original treatment of him. He noted that he had reviewed Dr. Ross' evaluation and some
reports from other treating physicians, such as Dr. Goss. Dr. Holzer maintained his opinion
that as a result of the industrial accident, the claimant suffered cervical and lumbar
myofascial pain dysfunction syndrome, post-traumatic syndrome secondary to his head
trauma, and depression. The doctor assessed, with a reasonable degree of medical
certainty, that the work-related injuries were causally related to his current problems and
total disability. Dr. Holzer emphasized that the claimant had demonstrated objective
findings on examination and diagnostic studies. The doctor acknowledged that he had
preexisting degenerative disease in his cervical area. However, Dr. Holzer stressed that
No]
before the accident, the claimant was asymptomatic and capable of working. The
doctor maintained, with a reasonable degree of medical certainty, that: "The claimant
remains disabled totally from his work, as a direct result of the injury in question and due to
the above diagnoses, which are clearly related to his injury."
Dr. Scott W. Sautter, neurospsychologist, evaluated the claimant on December 7,
2005, to assess whether he suffered a mild traumatic brain injury or psychogenic
component to his report of symptoms. Dr. Sautter concluded that the test data revealed
poor testing, and that "his performance of slightly better than chance is atypical," which
suggested poor effort or exaggeration of symptoms. The doctor opined that the evaluation
was invalid, and not a representation of the claimant's true abilities, and that his
personality assessment suggested somatization. Dr. Sautter diagnosed: (1) a probable
cognitive disorder, most likely secondary to his mood disorder and complaints of chronic
pain; (2) major depression; (3) tendency to somatosize symptoms; and (4) complaints of
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chronic pain. Dr. Sautter recommended that the claimant "consider evaluation for return to
work" and begin working part-time.
On January 5, 2005, Dr. Ross wrote an addendum to his [11] initial report, upon
reviewing Dr. Sautter's conclusions of December 7, 2005. He retained his opinion that no
medical basis existed to prevent the claimant from resuming gainful employment. Dr. Ross
issued a Second Addendum on January 11, 2006, and addressed the recent reports from
Dr. Sautter and Dr. Holzer. He maintained his previous opinions.
The Deputy Commissioner was persuaded by the opinions of Dr. Goss and Dr. Holzer,
and found that the employer failed to prove that the claimant was released to his pre-injury
employment. The Deputy Commissioner emphasized that Dr. Goss' release was invalid,
and at most, "fleeting," and he afforded little weight to Dr. Ross' conclusion that the
claimant was completely recovered from his injuries. On Review, we find no reversible
error in this weighing of the medical evidence.
"Any medical opinion offered into evidence 'is not necessarily conclusive, but is subject
to the commission's consideration and weighing."' Farmington Country Club v. Marshall,
47 Va. App. 15, 26, 622 S.E.2d 233, 239 (2005), quoting Hungerford Mech. Corp. v.
p12]
Hobson, 11 Va. App. 675, 677, 401 S.E.2d 213, 215 (1991).
"The probative weight to be accorded medical evidence is for the Commission to
decide; and if it is in conflict with other medical evidence, the Commission is free to adopt
that view 'which is most consistent with reason and justice."' Georgia-Pacific Corp. v.
Robinson, 32 Va. App. 1, 5, 526 S.E.2d 267, 269 (2000), quoting CDS Const. Services v.
Petrock, 218 Va. 1064, 1070, 243 S.E.2d 236, 240 (1978).
The extensive medical record reflects that numerous specialists have evaluated and
treated the claimant. In the fall of 2004 and into the spring of 2005, Dr. Goss rendered
opinions about his ability to work. The doctor periodically limited the claimant's work
capabilities and removed him completely from all work. In January 2005, Dr. Goss began
predicting that he would return to regular duty in March 2005. After evaluation on March
15, 2005, he released the claimant to full duty and advised that he awaited the result of the
FCE to "guide future decisions." Within one month, he participated in the FCE, and the
evaluator concluded that he had the capacity to perform sedentary work. Dr. Goss
acknowledged ['3] that the report indicated the claimant's significant symptom
exaggeration and failure to give full effort. Regardless, the doctor restricted him to
sedentary duty. Dr. Goss maintained this restriction until the claimant began treating with a
pain management specialist. At this point, he deferred work restrictions to the decision of
the pain management specialist, Dr. Holzer.
Dr. Holzer completely removed the claimant from employment, diagnosed multiple
complaints, and causally related his disability and symptoms to the industrial accident. He
emphasized that the examinations and diagnostic studies evinced objective problems.
Given this evidence, the Deputy Commissioner reasonably afforded more weight to the
opinions of the treating physicians over the contrary conclusions of Dr. Ross. We agree
with the employer's arguments that some physicians have released the claimant to work at
least some form of employment, and that the FCE reported his sub-maximal effort.
However, he presented evidence of other physicians who treated and monitored his
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condition, reviewed his records, and excused him from work. Further, any release from Dr.
Goss or other treating physician has been to sedentary [94] duty, as reflected by the
FCE, not his pre-injury employment.
For the reasons stated, the Opinion below is AFFIRMED.
The attorney's fee to be deducted from accrued compensation and paid to Keith L.
Kimball, Esquire, is hereby increased to a total of $3,200.
This matter is hereby removed from the Review docket.
APPEAL
This Opinion shall be final unless appealed to the Virginia Court of Appeals within 30
days of receipt.
Legal Topics:
For related research and practice materials, see the following legal topics:
Labor & Employment LawDisability & Unemployment InsuranceDisability BenefitsGeneral
OverviewWorkers' Compensation & SSDIAdministrative ProceedingsEvidenceMedical
EvidenceWorkers' Compensation & SSDICompensabilitylnjuriesPreexisting Conditions
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