Federal Rules of Civil Procedure

VERIFIED COMPLAINT FOR REPLEVIN

VS.

(") pursuant to and Section files this Verified Complaint For Replevin against to replevy certain property in its possession. In support thereof, states the following:

Parties

1. is a Delaware corporation with its principal place of business in the state of Illinois.

2. (") is a corporation which may be served with process through its registered agent, , at

Jurisdiction and Venue

3. This Court has jurisdiction over the parties and subject matter of this action pursuant to 28 U.S.C. Section 1332, the matter in controversy exceeds the sum of $75,000 exclusive of interest and costs and there is complete diversity of citizenship as between on the one hand, and on the other hand.

Facts

4. On October 14, 1993, executed in favor of a Retail Installment Contract ("Contract I") in the original principal amount of $71,437.00. A true and correct copy of Contract I is attached hereto as Exhibit "1." Contract I was refinanced pursuant to an agreement ("Agreement I") dated on or about August 27, 1996, a true and correct copy of which is attached hereto as Exhibit "2."

5. Contract I is secured by a first lien on 1994 International 9400, Serial No. ("Vehicle I"). perfected its interest in Vehicle I as evidenced by a Certificate of Title, a true and correct copy of which is attached hereto as Exhibit "3."

6. On October 18, 1993, executed in favor of a Retail Installment Contract ("Contract II") in the original principal amount of $71,437.00. A true and correct copy of Contract II is attached hereto as Exhibit "4." Contract II was refinanced pursuant to an agreement ("Agreement II") executed on or about August 27, 1996, a true and correct copy of which is attached hereto as Exhibit "5."

7. Contract II is secured by a first lien on a 1994 International 9400, Serial No. ("Vehicle II"). perfected its interest in Vehicle II as evidenced by a Certificate of Title, a true and correct copy of which is attached hereto as Exhibit "6."

8. On July 27, 1994, executed in favor of a Commercial Loan and Security Agreement ("Contract III") in the original principal amount of $76,053.00. A true and correct copy of Contract III is attached hereto as Exhibit "7." Contract III was refinanced pursuant to an agreement ("Agreement III") dated August 27, 1996, a true and correct copy of which is attached hereto as Exhibit "8."

9. Contract III is secured by a first lien on a 1995 International 9400, Serial No. ("Vehicle III"). perfected its interest in Vehicle III as evidenced by a Certificate of Title, a true and correct copy of which is attached hereto as Exhibit "9."

10. On July 29, 1994, executed in favor of a Commercial Loan and Security Agreement ("Contract IV") in the original principal amount of $73,102.00. A true and correct copy of Contract IV is attached hereto as Exhibit "10." Contract IV was refinanced pursuant to an agreement ("Agreement IV"), dated August 27, 1996, a true and correct copy of which is attached hereto as Exhibit "11."

11. Contract IV is secured by a first lien on a 1994 International 9400, Serial No. ("Vehicle IV"). perfected its interest in Vehicle IV as evidenced by a Certificate of Title, a true and correct copy of which is attached hereto as Exhibit "12."

12. On February 2, 1995, executed in favor of a Commercial Loan and Security Agreement ("Contract V") in the original principal amount of $76,465.00. A true and correct copy of Contract V is attached hereto as Exhibit "13".

13. Contract V is secured by a first lien on a 1995 International 9200, Serial No. ("Vehicle V"). perfected its interest in Vehicle V as evidenced by a Certificate of Title, a true and correct copy of which is attached hereto as Exhibit "14."

14. Vehicles I-V are referred to collectively as the "Vehicles."

15. On September 19, 1997, filed a petition for relief under Chapter 11 of the Bankruptcy Code in Case No. pending in the U.S. Bankruptcy Court for the Northern District of obtained relief from the automatic stay of the Bankruptcy Code pursuant to an Amended Agreed Order Granting: (1) Conditional Abandonment; (2) Conditional Relief From the Automatic Stay; and (3) Adequate Protection

entered on December 13, 1997 and a Affidavit of Default entered on May 11, 1998, true and correct copies of which are attached hereto as Exhibits "15" and "16," respectively.

16. is in default under Contracts I-V and Agreements I-IV. Contracts I-V are cross-collateralized. Consequently, a default under one of the Contracts is a default under all of the Contracts. At the present time, is indebted to in the following principal amounts, together with interest, late charges, attorney's fees and expenses:

(a) Vehicle I:

(b) Vehicle II:

(c) Vehicle III:

(d) Vehicle IV:

(e) Vehicle V:

TOTAL:

17. The Vehicles have an individual and collective book value as follows:

(a) Vehicle I:

(b) Vehicle II:

(c) Vehicle III:

(d) Vehicle IV:

(e) Vehicle V:

TOTAL:

18. is wrongfully detaining the Vehicles. is entitled to the immediate possession of the Vehicle pursuant to the terms of the Note and applicable state law.

19. hereby reserves any and all of its non-possessory causes of action against or any guarantors pursuant to .

20. All conditions precedent to the filing of this Verified Complaint For Replevin have been performed or have occurred and the is entitled to immediate possession of the Vehicles.

WHEREFORE, moves the Court for the following relief:

(a) An order directing the U.S. Marshall or other appropriate officer of the State of to seize the Vehicles and deliver same to pending a final hearing in this matter;

(b) An order setting this matter for an expedited hearing;

(c) A judgment declaring that is entitled to possession of the Vehicle in order for to exercise its rights under the Contracts and applicable state law;

(d) Such other and further relief as the Court deems just and appropriate.

Respectfully submitted,