IN THE CIRCUIT COURT OF ST. LOUIS COUNTY
STATE OF MISSOURI
MIDLAND STATES BANK
Plaintiff,
vs.
HAAG FOOD SERVICE, INC. a/k/a HAAG
FOOD SERVICES, INC.,
Serve: BY SPECIAL PROCESS SERVER
c/o Registered Agent
230 S. Bemiston Avenue, Suite 730
St. Louis, Missouri 63105
Attn: Mathis, Marifian & Richter, a
Professional Corporation
JACK E. GARCIA,
Serve: BY SPECIAL PROCESS SERVER
71 North 12th Street
Breese, Illinois 62230
and
LOIS A. GARCIA,
Serve: BY SPECIAL PROCESS SERVER
71 North 12th Street
Breese, Illinois 62230
Defendants.
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Cause No:
Division No:
PETITION
COMES NOW Midland States Bank, successor to Heartland Bank (“Plaintiff” or
“Lender”), and for its causes of action against Defendants Haag Food Service, Inc. a/k/a Haag
Food Services, Inc. (“Borrower”), Jack E. Garcia (“Jack Garcia”), and Lois A. Garcia (“Lois
Electronically Filed - St Louis County - December 14, 2015 - 06:03 PM
15SL-CC04270
collectively, “Obligors”), states as follows:
PARTIES
1.
At all relevant times hereto, Plaintiff was and is an Illinois banking corporation in
good standing that maintains a place of business in St. Louis County, Missouri.
2.
On information and belief, at all relevant times hereto, Borrower was and is a
Delaware corporation registered to do business in the State of Missouri with its registered agent
located at 230 South Bemiston Avenue, Suite 730, St. Louis, Missouri 63105.
3.
On information and belief, at all relevant times hereto, Jack Garcia was and is an
individual residing in the State of Illinois at 71 North 12th Street, Breese, Illinois 62230.
4.
On information and belief, at all relevant times hereto, Lois Garcia was and is an
individual residing in the State of Illinois at 71 North 12th Street, Breese, Illinois 62230.
JURISDICTION AND VENUE
5.
This Court has jurisdiction over Borrower because it is a foreign corporation
registered to do business in the State of Missouri which transacted and continues to transact
business in the State of Missouri, and it agreed to submit to the jurisdiction of the Courts of the
State of Missouri in the Loan Agreement (as defined herein).
6.
This Court has jurisdiction over Guarantors because they owned, possessed, and
used and continue to own, possess, and use real property located in the State of Missouri, and
they agreed to submit to the jurisdiction of the Courts of the State of Missouri in the Guaranty (as
defined herein).
7.
Venue is proper in this Court because the parties agreed in the Loan Agreement
and the Guaranty (as defined herein) that venue is proper in the County of St. Louis, State of
Missouri.
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Garcia,” together with Jack Garcia, collectively, “Guarantors,” together with Borrower,
8.
Plaintiff previously extended financing in the original principal amount of
$7,000,000 pursuant to the terms and conditions of that certain Loan and Security Agreement
dated July 19, 2005 executed by and between Borrower and Heartland Bank (“Heartland”); as
modified and amended by that certain First Amendment to Loan and Security Agreement dated
July 19, 2007 by and among Heartland and Borrower; as further modified and amended by that
certain Second Amendment to Loan and Security Agreement dated August 1, 2008 by and among
Heartland and Borrower; as further modified and amended by that certain Third Amendment to
Loan and Security Agreement dated August 1, 2009 by and among Heartland and Borrower; as
further modified and amended by that certain Fourth Amendment to Loan and Security
Agreement dated August 1, 2010 by and among Heartland and Borrower; as further modified and
amended by that certain Fifth Amendment to Loan and Security Agreement dated August 1, 2011
by and among Heartland and Borrower; as further modified and amended by that certain Sixth
Amendment to Loan and Security Agreement dated November 1, 2011 by and among Heartland
and Borrower; as further modified and amended by that certain Seventh Amendment to Loan and
Security Agreement dated February 1, 2012 by and among Heartland and Borrower; as further
modified and amended by that certain Eighth Amendment to Loan and Security Agreement dated
June 1, 2012 by and among Heartland and Borrower; as further modified and amended by that
certain Ninth Amendment to Loan and Security Agreement dated October 1, 2012 by and among
Heartland and Borrower; as further modified and amended by that certain Tenth Amendment to
Loan and Security Agreement dated December 1, 2012 by and among Heartland and Borrower;
as further modified and amended by that certain Eleventh Amendment to Loan and Security
Agreement dated March 1, 2013 by and among Heartland and Borrower; as further modified and
amended by that certain Twelfth Amendment to Loan and Security Agreement dated June 1, 2013
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GENERAL ALLEGATIONS COMMON TO ALL COUNTS
Thirteenth Amendment to Loan and Security Agreement dated October 31, 2013 by and among
Heartland and Borrower; as further modified and amended by that certain Fourteenth
Amendment to Loan and Security Agreement dated December 19, 2013 by and among Heartland
and Borrower; as further modified and amended by that certain Fifteenth Amendment to Loan
and Security Agreement dated January 1, 2015 by and among Heartland and Borrower; as further
modified and amended by that certain Sixteenth Amendment to Loan and Security Agreement
dated April 1, 2015 by and among Heartland and Borrower; as further modified and amended by
that certain Seventeenth Amendment to Loan and Security Agreement dated July 1, 2015 by and
among Plaintiff and Borrower (as modified or amended from time to time, collectively, the
“Loan Agreement”). A copy of the Loan Agreement is attached hereto as EXHIBIT 1 and
incorporated herein by reference.
9.
On or about July 19, 2005, Borrower executed and delivered that certain
Revolving Credit Note in the original principal amount of $7,000,000 in favor of Heartland; as
modified, amended, and/or restated by that certain Amended and Restated Revolving Credit Note
dated January 19, 2007 from Borrower in favor of Heartland; as further modified, amended,
and/or restated by that certain Second Amended and Restated Revolving Credit Note dated
August 1, 2008 from Borrower in favor of Heartland; as further modified, amended, and/or
restated by that certain Third Amended and Restated Revolving Credit Note dated August 1, 2009
from Borrower in favor of Heartland; as further modified, amended, and/or restated by that
certain Fourth Amended and Restated Revolving Credit Note dated August 1, 2010 from
Borrower in favor of Heartland; as further modified, amended, and/or restated by that certain
Fifth Amended and Restated Revolving Credit Note dated August 1, 2011 from Borrower in
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by and among Heartland and Borrower; as further modified and amended by that certain
and Restated Revolving Credit Note dated November 1, 2011 from Borrower in favor of
Heartland; as further modified, amended, and/or restated by that certain Seventh Amended and
Restated Revolving Credit Note dated February 1, 2012 from Borrower in favor of Heartland; as
further modified, amended, and/or restated by that certain Eighth Amended and Restated
Revolving Credit Note dated June 1, 2012 from Borrower in favor of Heartland; as further
modified, amended, and/or restated by that certain Ninth Amended and Restated Revolving
Credit Note dated October 1, 2012 from Borrower in favor of Heartland; as further modified,
amended, and/or restated by that certain Tenth Amended and Restated Revolving Credit Note
dated December 1, 2012 from Borrower in favor of Heartland; as further modified, amended,
and/or restated by that certain Eleventh Amended and Restated Revolving Credit Note dated
March 1, 2013 from Borrower in favor of Heartland; as further modified, amended, and/or
restated by that certain Twelfth Amended and Restated Revolving Credit Note dated June 1, 2013
from Borrower in favor of Heartland; as further modified, amended, and/or restated by that
certain Thirteenth Amended and Restated Revolving Credit Note dated October 31, 2013 from
Borrower in favor of Heartland; as further modified, amended, and/or restated by that certain
Fourteenth Amended and Restated Revolving Credit Note dated December 19, 2013 from
Borrower in favor of Heartland; as further modified, amended, and/or restated by that certain
Fifteenth Amended and Restated Revolving Credit Note dated January 1, 2015 from Borrower in
favor of Heartland; as further modified, amended, and/or restated by that certain Sixteenth
Amended and Restated Revolving Credit Note dated April 1, 2015 from Borrower in favor of
Heartland; as further modified, amended, and/or restated by that certain Seventeenth Amended
and Restated Revolving Credit Note dated July 1, 2015 from Borrower in favor of Plaintiff (as
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favor of Heartland; as further modified, amended, and/or restated by that certain Sixth Amended
of the Note is attached hereto as EXHIBIT 2 and incorporated herein by reference.
10.
The Loan Agreement, the Note, and the obligations thereunder are secured by,
among other things:
a.
The security interests and liens granted by the Loan Agreement;
b.
That certain Future Advance Real Estate Mortgage, Assignment of Rents,
Security Agreement and UCC Financing Statement dated September 30,
2013 from Borrower in favor of Heartland (as modified and amended from
time to time, collectively, the “Haag Mortgage”);
c.
That certain Real Estate Mortgage, Assignment of Rents, Security
Agreement and UCC Financing Statement dated December 19, 2013 from
Guarantors in favor of Heartland (as modified and amended from time to
time, collectively, the “Garcia Mortgage,” together with the Haag
Mortgage, collectively, the “Mortgages”);
d.
That certain Deed of Trust, Security Agreement and Fixture Filing dated
December 19, 2013 from Guarantors in favor of Heartland (as modified
and amended from time to time, collectively, the “Deed of Trust”); and
e.
That certain Guaranty dated July 19, 2005 from Guarantors in favor of
Heartland; as modified and amended by that certain Affirmation of
Guaranty dated August 1, 2008 by Guarantors in favor of Heartland; as
further modified and amended by that certain Affirmation of Guaranty
dated August 1, 2009 by Guarantors in favor of Heartland; as further
modified and amended by that certain Affirmation of Guaranty dated
August 1, 2010 by Guarantors in favor of Heartland; as further modified
and amended by that certain Affirmation of Guaranty dated August 1,
2011 by Guarantors in favor of Heartland; as further modified and
amended by that certain Affirmation of Guaranty dated November 1, 2011
by Guarantors in favor of Heartland; as further modified and amended by
that certain Affirmation of Guaranty dated February 1, 2012 by Guarantors
in favor of Heartland; as further modified and amended by that certain
Affirmation of Guaranty dated June 1, 2012 by Guarantors in favor of
Heartland; as further modified and amended by that certain Affirmation of
Guaranty dated October 1, 2012 by Guarantors in favor of Heartland; as
further modified and amended by that certain Affirmation of Guaranty
dated December 1, 2012 by Guarantors in favor of Heartland; as further
modified and amended by that certain Affirmation of Guaranty dated
March 1, 2013 by Guarantors in favor of Heartland; as further modified
and amended by that certain Affirmation of Guaranty dated June 1, 2013
by Guarantors in favor of Heartland; as further modified and amended by
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further modified, amended, and/or restated from time to time, collectively, the “Note”). A copy
Copies of the Haag Mortgage, the Garcia Mortgage, the Deed of Trust, and the Guaranty are
attached hereto as EXHIBIT 3, EXHIBIT 4, EXHIBIT 5, and EXHIBIT 6, respectively, and
incorporated herein by reference.
11.
Plaintiff, as successor to Heartland, is the current holder, owner, and beneficiary
of the Loan Documents.
12.
The Note matured on October 1, 2015, and Borrower has failed and refused to
make payments as required by and due under the Note and the Loan Agreement at maturity.
13.
By letter dated December 14, 2015, Plaintiff formally notified Borrower and
Guarantors of Borrower’s defaults under the Note, including, but not limited to, the Note
maturing and Borrower’s failure to make payments required by and due under the Note and the
Loan Agreement, and notified Borrower and Guarantors that all obligations due under the Note,
the Guaranty, and the Loan Documents were immediately due and payable and of Plaintiff’s
intentions to file this action and exercise its rights under the Loan Documents.
14.
As of the present date, Borrower has failed to repay the amounts due under the
Loan Documents and cure its defaults.
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that certain Affirmation of Guaranty dated October 31, 2013 by
Guarantors in favor of Heartland; as further modified and amended by that
certain Affirmation of Guaranty dated December 19, 2013 by Guarantors
in favor of Heartland; as further modified and amended by that certain
Affirmation of Guaranty dated January 1, 2015 by Guarantors in favor of
Heartland; as further modified and amended by that certain Affirmation of
Guaranty dated April 1, 2015 by Guarantors in favor of Heartland; as
further modified and amended by that certain Affirmation of Guaranty
dated July 1, 2015 by Guarantors in favor of Heartland (as further
modified and amended from time to time, collectively, the “Guaranty,”
together with the Loan Agreement, the Note, the Mortgages, the Deed of
Trust, and all other documents, instruments, and agreements which
evidence, secure, or were otherwise executed in connection with the Loan
Agreement and the Note, including all amendments, modifications,
renewals, extensions, restatements, and replacements thereof, collectively,
the “Loan Documents”).
15.
Plaintiff hereby realleges the allegations set forth in paragraphs 1 through 14
above and incorporates them as if fully set forth herein.
16.
Borrower is in default under the Note because the Note matured on
October 1, 2015, and Borrower failed to make payments when due and owing under the Note.
See EXHIBIT 2.
17.
On or about December 14, 2015, Plaintiff issued notice to Borrower of
Borrower’s default under the Note and demanded immediate payment of all amounts due and
owing under the Note.
18.
Despite Plaintiff’s demand, Borrower has failed and refused to pay the amounts
due and owing under the Note.
19.
As of December 8, 2015, under the Note, Borrower owed $7,829,900.43 in
outstanding principal, $52,308.09 in accrued and unpaid interest, and $7,762.50 in other charges
and fees, with late fees and default per diem interest continuing to accrue.
20.
Pursuant to the express terms of the Note, Plaintiff is entitled to recover all its
costs of collection of the amounts due and owing under the Note, including its reasonable
attorneys’ fees and costs incurred in instituting and prosecuting this action.
21.
It has been and is necessary for Plaintiff to institute this action to collect the
amounts due and owing under the Note, and Plaintiff has been compelled to and has employed
the law firm of Armstrong Teasdale LLP to institute and prosecute this action and, therefore,
Plaintiff is entitled to recover all its costs of collection of the amounts due and owing under the
Note, including its reasonable attorneys’ fees and costs, and/or other sums provided by law for
the services of said attorneys to institute and prosecute this action.
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COUNT I
SUIT ON NOTE
this Court enter a Judgment in its favor and against Defendant Haag Food Service, Inc. a/k/a
Haag Food Services, Inc. in the amount of at least $7,889,971.02, plus per diem interest and late
fees continuing to accrue from December 8, 2015, through the date of Judgment at the default
rate as set forth in the Loan Documents, together with all Plaintiff’s reasonable attorneys’ fees
and costs, and/or other sums provided by law, and for such other relief as is just and proper.
COUNT II
SUIT ON GUARANTY
22.
Plaintiff hereby realleges the allegations set forth in paragraphs 1 through 21
above and incorporates them as it fully set forth herein.
23.
On or about July 19, 2015, Guarantors executed the Guaranty. See EXHIBIT 6.
24.
Under the Guaranty, Guarantors, jointly and severally, unconditionally,
absolutely, and irrevocably guaranteed to Plaintiff the payment and performance of all
Obligations (as defined in the Loan Documents) of Borrower under the Note or any other Loan
Documents, including any and all costs and expenses, including Plaintiff’s attorneys’ fees,
incurred by Plaintiff in connection with enforcing any of its rights under the Guaranty.
25.
In reliance on the Guaranty, Plaintiff loaned money and extended credit to
Borrower as referenced herein.
26.
Borrower has not paid the amounts due and owing under the Note and the Loan
Documents.
27.
Plaintiff demanded that Guarantors immediately pay the amounts due and owing
under the Guaranty.
28.
Despite demand, Guarantors have not paid the amounts due and owing under the
Guaranty.
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WHEREFORE, Plaintiff Midland States Bank, successor to Heartland Bank, prays that
Consequently, Guarantors breached the Guaranty.
30.
As of December 8, 2015, under the Guaranty, Guarantors, jointly and severally,
owed $7,829,900.43 in outstanding principal, $52,308.09 in accrued and unpaid interest, and
$7,762.50 in other charges and fees, with late fees and default per diem interest continuing to
accrue.
31.
Pursuant to the express terms of the Guaranty, Plaintiff is entitled to its costs and
expenses, including Plaintiff’s attorneys’ fees, incurred in instituting and prosecuting this action.
32.
It has been and is necessary for Plaintiff to institute this action to collect the
amounts owed under the Guaranty, and Plaintiff has been compelled to and has employed the
law firm of Armstrong Teasdale LLP to institute and prosecute this action and, therefore,
Plaintiff is entitled to recover all its costs and expenses, including Plaintiff’s attorneys’ fees,
and/or other sums provided by law for the services of said attorneys to institute and prosecute
this action.
WHEREFORE, Plaintiff Midland States Bank, successor to Heartland Bank, prays that
this Court enter a Judgment in its favor and against Defendants Jack E. Garcia and Lois A.
Garcia, jointly and severally, in the amount of at least $7,889,971.02, plus per diem interest and
late fees continuing to accrue from December 8, 2015, through the date of Judgment at the
default rate as set forth in the Loan Documents, together with all Plaintiff’s reasonable attorneys’
fees and costs, and/or other sums provided by law, and for such other relief as is just and proper.
COUNT III
APPOINTMENT OF RECEIVER
33.
Plaintiff hereby realleges the allegations set forth in paragraphs 1 through 32
above and incorporates them as if fully set forth herein.
34.
Rule 68.02(a) provides for the appointment of a receiver:
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29.
35.
Further, Section 515.240 RSMo. provides that:
The court, or any judge thereof in vacation, shall have power to
appoint a receiver, whenever such appointment shall be deemed
necessary, whose duty it shall be to keep and preserve any money
or other thing deposited in court, or that may be subject of a tender,
and to keep and preserve all property and protect any business or
business interest entrusted to him pending any legal or equitable
proceeding concerning the same, subject to the order of the court.
36.
The Loan Agreement provides that “[u]pon the occurrence of an Event of Default
[as defined therein], Obligor [as defined therein, and which includes Borrower] herewith
consents to the appointment of any receiver or collector (hereinafter “Receiver”) of Lender’s
choice that may be requested by Lender for the purpose of taking control of the Collateral [as
defined therein], protecting and preserving the Collateral and Properties [as defined therein], and
exercising such power as the court shall confer. For these purposes, and notwithstanding any
other terms or provision of the Loan Documents, Obligor herewith consents to the jurisdiction
and venue of the Circuit Court of St. Louis County, Missouri with respect to any proceeding
(hereinafter “Receivership Action”) that may be initiated by Lender for the appointment of any
receiver, the enforcement of the Note and the collection of any Indebtedness [as defined therein]
due under the Loan [as defined therein]. To the extent that any of the Loan Documents provide
for any other jurisdiction or venue for such actions, including any provisions for arbitration, the
Loan Documents are herewith deemed amended as set forth above, such that the Circuit Court of
St. Louis County, Missouri shall be the exclusive jurisdiction and venue for all actions that may
be brought by Lender or Obligor with respect to the Loan, the Collateral and the Loan
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Whenever in a pending legal or equitable proceeding it appears to
the court that a receiver is necessary to keep, preserve and protect
any business, business interest or property, including money or
other thing deposited in court or the subject of a tender, the court,
or any judge thereof in vacation, may appoint a receiver whose
duty it shall be to keep, preserve and protect, to the extent and in
the manner that the court may direct, that which the receiver is
ordered to take into the receiver's charge.
of a Receiver, for possession of the Collateral, for enforcement of any security interests, and for
any other relief, whether at law or in equity, concerning the Loan or the Collateral.
Notwithstanding the foregoing provisions, Obligor herewith agrees that Lender may bring any
action concerning the Properties in any court of competent jurisdiction in the State of Illinois,
and may bring and maintain any such action before, during or after the filing and prosecution of
a Receivership Action in the State of Missouri, and Lender may, in such action with respect to
the Properties, seek the appointment of a receiver with respect to the Properties on the same
terms and conditions as set forth in this Section with respect to a Receiver. Obligor herewith
agrees that they shall accept service of any Summonses and Petition that may be issued for
service upon them.” See EXHIBIT 1, ¶11.5(d) (emphasis in original).
37.
An “Event of Default,” as defined in the Loan Agreement has occurred, because
the Note matured on October 1, 2015, and Borrower failed to make payments when due and
owing under the Note.
38.
Furthermore, the Haag Mortgage provides that “[u]pon or at any time after an
Event of Default [as defined therein], [Plaintiff] may, without further notice, either in person or
by agent with or without bringing any action or proceeding, or by a receiver appointed by a
court, and, either with or without taking possession of the Premises [as defined therein] in the
name of [Borrower] or in its own name sue for or otherwise collect and receive such rents,
issues, profits and advances, including those past due and unpaid, and apply same, less
reasonable costs and expenses of operation and collection, including, but not being limited to,
reasonable attorneys’ fees, management fees and broker’s commissions, upon any Indebtedness
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Documents, including, but not limited to, any actions with respect to the Note, for appointment
determine.” See EXHIBIT 3, ¶25(e) (emphasis added).
39.
An “Event of Default,” as defined in the Haag Mortgage has occurred, because
the Note matured on October 1, 2015, and Borrower failed to make payments when due and
owing under the Note.
40.
Missouri courts have held that a party may contractually relinquish fundamental
and due process rights, and the court is bound to enforce a contract as written if the contract
terms are unequivocal, plain, and clear and in the absence of a showing that the contract was
procured by fraud, duress, or undue influence. See MIF Realty v. Pickett, 963 S.W.2d 308, 311
(Mo. App. 1997); Smith v. Lockwood, 907 S.W.2d 306, 308 (Mo. App. 1995).
41.
The Loan Agreement and the Haag Mortgage are products of arms-length,
commercial business transactions between Borrower and Plaintiff, and clearly, unambiguously,
and unmistakably set out the appointment of a receiver as a remedy available to Plaintiff after the
occurrence of an Event of Default under the Loan Agreement and the Haag Mortgage. Pursuant
to the Haag Mortgage, at Plaintiff’s election, the appointment of a receiver may be accomplished
without providing notice to Borrower.
42.
Agreements that provide the basis for appointing a receiver independent of
compliance with Missouri Supreme Court Rule 68.02 and Section 515.240 RSMo. are
enforceable. MIF Realty, 963 S.W.2d at 311.
43.
Additionally, when irreparable injury will likely ensue if a receiver is not
appointed immediately and the collateral is in danger of being imminently destroyed or
dissipated, a receiver may be appointed without first providing notice to the persons to be
affected thereby. State ex rel. Hannigan v. Kirkwood, 114 S.W.2d 1026, 1028 (Mo. 1938).
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[as defined in the Loan Agreement] Secured Hereby, and in such order as [Plaintiff] may
Because of Borrower’s failure to pay its indebtedness to Plaintiff under the Loan
Documents when required, Borrower is insolvent. Borrower’s insolvency places the Collateral,
the Properties, including the property subject to and described in the Haag Mortgage (the “Haag
Property”), and any rents and profits derived therefrom, in danger of being improperly disposed
or dissipated and, thus, Plaintiff’s Collateral and the Haag Property may be irreparably destroyed
if a receiver is not appointed immediately. Further, Borrower’s continued mismanagement of its
working capital resources has resulted in significant recent cash consumption and considerable
operating losses which threaten the going concern value of Borrower.
45.
For these reasons, and because Borrower expressly and unambiguously agreed to
the appointment of a receiver, without notice first being provided to Borrower, as a remedy
available to Plaintiff, the Court should appoint a receiver without first providing notice to
Obligors.
46.
On account of the foregoing, and as provided for in Missouri Supreme Court Rule
68.02 and Section 515.240 RSMo., the immediate appointment of a receiver of Borrower, the
Collateral, and the Haag Property is necessary in order to prevent waste, protect and preserve the
Collateral and the Haag Property, and protect all rights accruing to Plaintiff by virtue of the Loan
Documents.
47.
Furthermore, pursuant to Missouri Supreme Court Rule 68.02(c), the receiver is
entitled to reasonable compensation for its services to be chargeable against Borrower and paid
out of the sale, rents, and any other proceeds generated by Borrower, the Collateral, and the Haag
Property.
WHEREFORE, Plaintiff Midland States Bank, successor to Heartland Bank, prays that
this Court enter an Order substantially in the form attached hereto as EXHIBIT 7 appointing
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44.
Collateral, and the Haag Property, and all other property and collateral set forth in the Order
attached hereto as EXHIBIT 7, and for such other and further relief as is just and proper.
ARMSTRONG TEASDALE LLP
By: /s/ Bruce D. LeMoine
Bruce D. LeMoine
#55006
Jaimie Mansfield
#60948
Andrew Zimmerman
#64265
7700 Forsyth Blvd., Suite 1800
St. Louis, Missouri 63105
314.621.5070
314.621.5065 (facsimile)
[email protected]
[email protected]
[email protected]
ATTORNEYS FOR PLAINTIFF MIDLAND
STATES BANK
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HG, Inc. as receiver of Defendant Haag Food Service, Inc. a/k/a Haag Food Services, Inc., the