CNH Industrial Capital America LLC v. Phelps Enterprise LLC

DISTRICT COURT OF POTTAWATOMIE COUNTY STATE OF OKLAHOMA CNH INDUSTRIAL CAPITAL AMERICA LLC, a Delaware limited liability company, Plaintiff, v. PHELPS ENTERPRISE LLC, an Oklahoma limited liability company, and CHASE PHELPS, an individual, Defendants. CASE NO. CS26-113 PETITION Plaintiff, CNH Industrial Capital America LLC ("CNH" or "Plaintiff"), for its Petition against Defendants Phelps Enterprise, LLC and Chase Phelps, individually, alleges and states as follows: PARTIES, JURISDICTION AND VENUE 1. CNH Industrial Capital America LLC is a Delaware limited liability company with its principal place of business in the State of Wisconsin. Plaintiff does business in Oklahoma. 2. Defendant Phelps Enterprise, LLC ("Phelps Enterprise") is an Oklahoma limited liability company with its principal place of business in Pottawatomie County, Oklahoma. 3. Defendant Chase Phelps ("Chase Phelps") is an individual, and upon information and belief, a resident of Lincoln County, Oklahoma. 4. This Court has jurisdiction over the parties and is the proper venue for this action. STATEMENT OF FACTS 5. CNH is the captive finance company for CNH Industrial America LLC ("New Holland") and finances the acquisition of agricultural and construction equipment fleets for sale or rental by New Holland dealerships throughout North America. 6. Phelps Enterprise was a New Holland agricultural and construction equipment dealership located in Shawnee, Oklahoma. 7. On or about February 4, 2022, Phelps Enterprise entered into a Wholesale Financing and Security Agreement dated February 4, 2022 (the "WFSA") with CNH. A true and correct copy of the WFSA is attached hereto as Exhibit "A." 8. Under the WFSA, CNH provided loans and extensions of credit to Phelps Enterprise from time to time and did so in accordance with the WFSA. 9. To secure repayment of the indebtedness arising under the WFSA, Phelps Enterprise granted CNH a security interest in the collateral described in paragraph 3(b) of the WFSA (the "Collateral"). See Exhibit "A" ¶ 3(b). 10. Under the WFSA, Phelps Enterprise agreed to repay all loans and credit extended by CNH and, upon the sale of Collateral subject to CNH's security interest, to remit the proceeds of the sale of the Collateral to CNH and hold such proceeds in express trust for CNH until paid. See Exhibit "A" ¶ 6. 11. On or about February 4, 2022, Chase Phelps executed a Personal Guaranty (the "Guaranty") pursuant to which he "absolutely and unconditionally" guaranteed the payment and performance of all present and future obligations and indebtedness of Phelps Enterprise arising under the WFSA. A true and correct copy of the Guaranty is attached hereto as Exhibit "B." 12. CNH entered into the WFSA and extended credit to Phelps Enterprise in reliance upon the Guaranty. 13. Phelps Enterprise became indebted to CNH under the WFSA and failed to pay amounts due thereunder. 14. Phelps Enterprise further defaulted under the WFSA by selling Collateral subject to CNH’s security interest and failing to remit the proceeds of such sales to CNH as required by the WFSA. The disposition of the Collateral and failure to remit the proceeds constitutes a sale out of trust ("SOT"). 15. On or about August 27, 2025, CNH notified Phelps Enterprise of the defaults and subsequently terminated the WFSA, declaring all outstanding amounts immediately due and payable. A true and correct copy of the Notice of Termination is attached hereto as Exhibit "C." 16. The Notice of Termination also notified Chase Phelps, as guarantor, of his obligations under the Guaranty. 17. Despite demand, Defendants have failed to pay the amounts due and owing under the WFSA and the Guaranty. 18. As of February 5, 2026, after application of all available credits, payments and proceeds, in accordance with the WFSA and otherwise consistent with applicable law, the amount of $211,253.14 remains due and owing under the WFSA. A true and correct copy of the account statement is attached hereto as Exhibit "D." 19. Interest continues to accrue at the contractual rate, and CNH is entitled to recover its attorneys’ fees and costs as provided in the WFSA and the Guaranty. FIRST CAUSE OF ACTION (Breach of Contract against Phelps Enterprise) 20. The allegations of paragraphs 1 through 19 are incorporated herein. 21. The WFSA is a valid and enforceable contract. 22. Phelps Enterprise breached the WFSA by failing to pay amounts due and by failing to remit proceeds of the SOT Collateral as required by the WFSA. 23. CNH is entitled to recover from Phelps Enterprise the sum of $211,253.14, together with accrued and accruing interest, its costs of collection as provided in the WFSA and its reasonable attorneys' fees. SECOND CAUSE OF ACTION (Breach of Guaranty against Chase Phelps) 24. The allegations of paragraphs 1 through 23 are incorporated herein. 25. The Guaranty is a valid and enforceable contract. 26. Under the Guaranty, Chase Phelps absolutely and unconditionally guaranteed payment and performance of the obligations and indebtedness of Phelps Enterprise arising under the WFSA. 27. Chase Phelps has failed to pay the indebtedness due under the Guaranty. 28. CNH is entitled to recover from Chase Phelps the sum of $211,253.14, together with accrued and accruing interest, its costs of collection as provided in the Guaranty and its reasonable attorneys' fees. PRAYER FOR RELIEF WHEREFORE, premises considered, Plaintiff CNH Industrial Capital America LLC prays the Court enter judgment in its favor on each of its causes of action as follows: A) Against Defendant Phelps Enterprise, LLC in the amount of $211,253.14, together with accrued and accruing interest and its reasonable attorney's fees and costs; B) Against Defendant Chase Phelps in the amount of $211,253.14, together with accrued and accruing interest and its reasonable attorney's fees and costs; and C) All other relief to which Plaintiff is entitled. Respectfully submitted, Matt Peace Jared D. Giddens, OBA No. 3355 Matthew A. Peace, OBA No. 35707 Of the Firm: CONNER & WINTERS, LLP 1700 One Leadership Square 211 North Robinson Oklahoma City, OK 73102 Telephone: (405) 272-5711 Facsimile: (405) 232-2695 [email protected] [email protected] Attorneys for Plaintiff Exhibit "A" CAPITAL WHOLESALE FINANCING AND SECURITY AGREEMENT UNITED STATES This Wholesale Financing and Security Agreement (the "Agreement") is entered into on February 4, 2022 (the "Effective Date"), by and between CNH Industrial Capital America LLC, a Delaware limited liability company, ("CNHI Capital") and Phelps Enterprise, LLC, an Oklahoma Limited Liability Company("Dealer"). RECITALS WHEREAS, Dealer is engaged in the business of, among other things, the sale, rental and lease of agricultural and/or construction machinery and equipment, and related goods and services; WHEREAS, CNHI Capital is engaged in the business of, among other things, providing wholesale, retail and other financing accommodations to equipment dealers and others; and WHEREAS, Dealer has requested that CNHI Capital provide certain financing accommodations to Dealer, and, subject to all of the terms and conditions contained herein, CNHI Capital has agreed to provide such financing; NOW THEREFORE, In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer and CNHI Capital agree as follows: 1. Definitions. In addition to the Definitions otherwise contained in this Agreement, the definitions contained in Exhibit “A” hereto will apply to this Agreement. 2. Financing. (a) Advances. Dealer has requested that CNHI Capital from time to time make loans or otherwise extend credit (herein referred to as “Advances”) to or for the benefit of Dealer, the proceeds of which will be used by Dealer, in whole or in part, to acquire one or more items of Inventory and/or for other legitimate purposes of Dealer in the business for which Dealer is acquiring or maintaining the Inventory. Any Advance shall be made in an amount to be determined by CNHI Capital in its sole discretion; provided, however, that CNHI Capital, with or without cause, may refuse to make any Advance. Dealer hereby authorizes and directs CNHI Capital to pay, on Dealer’s behalf, up to the full amount of any invoices, or electronic remittance advices, presented to CNHI Capital from time to time that evidence a sale of an item of Inventory to Dealer by a manufacturer, distributor or other party (a “Supplier”) or any other amount due to a Supplier. Payment when so made by CNHI Capital shall be deemed to be an Advance to Dealer and shall become due and payable pursuant to this Agreement and the Wholesale Finance Plans. CNHI Capital shall have no responsibility for the accuracy, validity or genuineness of any such invoice or remittance advice. Advances by CNHI Capital, the proceeds of which are remitted to a Supplier pursuant to this Agreement, shall be unconditionally due and payable by Dealer to CNHI Capital in accordance with this Agreement and the Wholesale Finance Plans, notwithstanding any claim, off-set or defense to payment Dealer may have against such Supplier with respect to the related invoice or remittance advice or any other transactions or relationships between Dealer and the Supplier. In addition to any other indemnity Dealer may provide to CNHI Capital, Dealer agrees to indemnify and hold CNHI Capital harmless from and against any demand, claim action, cost, liability, damage or expense of any kind, including attorneys’ fees, arising from or in connection with the transactions contemplated herein. (b) Payments; Set-off. The following general terms and conditions shall apply with respect to all of Dealer’s present and future obligations and indebtedness to CNHI Capital arising under this Agreement or the Wholesale Finance Plans (collectively the “Wholesale Obligations”): (i) Dealer shall make such installment, curtailment and other principal payments in such amounts and at such intervals and times as required by the Wholesale Finance Plans or this Agreement unless such Wholesale Obligations otherwise become immediately due and payable hereunder. (ii) The principal of Dealer’s Wholesale Obligations shall bear interest, payable monthly, before and after maturity, at the rate(s) of interest provided in the Wholesale Finance Plans. (iii) Dealer agrees to pay CNHI Capital such fees, and other charges, in such amounts, and at such times, as provided in the Wholesale Finance Plans. (iv) CNHI Capital may, at any time and from time to time, without prior notice to Dealer, withhold and deduct, from amounts otherwise due to Dealer from CNHI Capital under this Agreement or under any other present or future agreement between Dealer and CNHI Capital, the amount of any Wholesale Obligations then due and payable and CNHI Capital may apply any amounts, so withheld or deducted, against such Wholesale Obligations. Conversely, CNHI Capital may, at any time and from time to time, without prior notice to Dealer, withhold or deduct from any Advance hereunder the amount of any Obligations then due and payable by Dealer to CNHI Capital pursuant to any other present or future agreement between Dealer and CNHI Capital and CNHI Capital may apply amounts so withheld or deducted against such obligations or indebtedness. (c) Statement of Account. Dealer’s Obligations shall, absent manifest error, be conclusively evidenced by CNHI Capital’s books and records, CNHI Capital’s Electronic Settlement System or any successor system thereto (“ESS”), any promissory note or other document specifically evidencing an Advance, and the terms and conditions of the Wholesale Finance Plans. CNHI Capital will deliver monthly statements to Dealer, which will include detail regarding Dealer’s Wholesale Obligations and the Collateral. Unless Dealer objects in writing, in a notice given in accordance with Section 13(f) hereof, within thirty (30) days after CNHI Capital’s mailing or other transmission of such monthly statements to Dealer, such monthly statements shall be deemed an account stated, and Dealer shall be deemed to have accepted as accurate all information regarding the Wholesale Obligations and Collateral set forth in such monthly statements. 3. Security Interest. (a) Obligations. Dealer’s Wholesale Obligations, together with any and all other obligations and indebtedness now or hereafter owing by Dealer to CNHI Capital hereunder, or under any other instrument, document or agreement now or hereafter entered into by and between Dealer and CNHI Capital, or howsoever otherwise arising, are hereinafter collectively referred to as “Obligations”. (b) Grant of Security Interest; Collateral. To secure payment and performance of the Obligations, Dealer hereby grants to CNHI Capital a security interest in and to all of the following (collectively, with any accessions thereto, the “Collateral”). (Terms used herein that are not otherwise specifically defined herein shall have the meaning ascribed to them in the Uniform Commercial Code as enacted in the State of Wisconsin (“UCC”)): (i) All of Dealer’s now owned and hereafter acquired inventory, equipment, software and other goods wherever located, of whatever kind, make, model, brand or nature, that have been or hereafter are obtained from CNHI Capital (or any Affiliate of CNHI Capital) or that are or were financed by CNHI Capital, together with all trade-ins, accessions and rights relating to, and all proceeds of, any of the foregoing (collectively the “Inventory”); (ii) All now owned or hereafter arising or acquired accounts, general intangibles, chattel paper, leases, instruments, documents and agreements arising from Dealer’s sale or lease of goods or provision of services, or otherwise, that have been or hereafter are sold or assigned to CNHI Capital, together with any goods that are the subject of any of the foregoing, all support obligations relating to any of the foregoing, and all proceeds of any of the foregoing; (iii) Dealer’s present and future accounts with CNHI Capital, all credits, rebates, sales allowances and other amounts due Dealer from CNHI Capital (or any Affiliate of CNHI Capital), or any other manufacturer or distributor of goods financed by CNHI Capital, and all proceeds of any of the foregoing; and (iv) Any other or additional assets of Dealer in which Dealer may have heretofore granted or may hereafter grant CNHI Capital a security interest, and all proceeds of the foregoing. Dealer hereby appoints CNHI Capital as Dealer’s agent and attorney in fact for the purposes of executing on behalf of Dealer, and in Dealer’s name, if necessary, and filling in such places, any and all financing statements, certificates of title (or applications thereof) and other documents (and amendments thereto), all as CNHI Capital deems necessary or advisable to evidence, perfect or maintain CNHI Capital’s security interest in the Collateral. Dealer warrants and the Parties intend that the security interests in this Agreement shall attach upon the execution of this Agreement. Dealer and CNHI Capital confirm, for all the security interest granted under this Agreement, that value has been given and that the Dealer has rights in the Collateral. Dealer further acknowledges that Dealer has received an executed copy of this Agreement. 4. Sale or Lease of Inventory. So long as no Event of Default exists hereunder, and subject to the terms and conditions of this Agreement and the Wholesale Finance Plans, Dealer may (a) sell Inventory to End Users in the ordinary course of Dealer’s business; (b) lease or rent Inventory to End Users in the ordinary course of business on terms approved by CNHI Capital hereunder or under the Wholesale Finance Plans; or (c) sell Inventory to other authorized dealers in such goods with whom CNHI Capital has a financing relationship, provided that such sales are effected in accordance with the Wholesale Finance Plans and through ESS. For purposes hereof, the term “sale” shall include a cash sale, conditional sale, installment sale, finance lease or other similar transaction. For purposes hereof, an “End User” shall mean any customer which is not a Related Interest of Dealer (unless such Related Interest is approved in advance by CNHI Capital), who purchases Inventory in an arms length transaction for its own use and not for resale. Sales to Affiliates engaged in the equipment rental business may be permitted subject to all of the terms and conditions provided in the Wholesale Finance Plans. No sale or lease of Inventory shall be for an amount which, when combined with discounts payable by a manufacturer, would be less than the outstanding amount of any Advance made with respect to such Inventory. Upon the sale or lease by Dealer of any item of Inventory with respect to which there is a specific Advance outstanding (other than demonstrations and short term rentals of items of Inventory permitted hereunder or under the Wholesale Finance Plans and Inventory consisting of replacement parts), such Advance shall be immediately due and payable. 5. Application of Payments. All payments received by CNHI Capital that are attributable to the sale or lease of an item of Inventory with respect to which there is a specific Advance outstanding shall be applied first against that Advance and then, if any surplus exists, to such other Obligations, or returned to Dealer, as CNHI Capital, in its sole discretion, may determine. Following the occurrence of an Event of Default, CNHI Capital shall have the right to apply and reapply any and all payments and proceeds of Collateral received by it to such portion or portions of the Obligations as CNHI Capital, in its sole discretion, may determine. 6. Proceeds of Inventory / Collateral. All proceeds of Inventory with respect to which there is a specific Advance outstanding shall be remitted to CNHI Capital by Dealer in accordance with the terms of the Wholesale Finance Plans. In addition, Dealer shall, upon demand by CNHI Capital following an Event of Default, and as CNHI Capital may direct, hold all proceeds of Collateral in which CNHI Capital holds a first priority security interest in express trust for CNHI Capital and deliver to CNHI Capital all such proceeds of Collateral as are in Dealer’s possession and/or deposit all such proceeds of Collateral in a separate account and not commingle such proceeds of Collateral with any other funds of Dealer. If any proceeds of Inventory are evidenced by notes, leases, Rental Contracts or checks (collectively “Payment Documents”), Dealer hereby assigns and, upon demand, shall deliver and/or endorse such Payment Documents to CNHI Capital. It is understood and agreed that the foregoing assignment is for security purposes only and in accepting such assignment CNHI Capital does not assume any of Dealer’s obligations with respect to such Payment Documents. If any proceeds of Collateral are evidenced by customer accounts, Dealer shall, at any time upon request, provide the necessary information to CNHI Capital to enable CNHI Capital to collect such accounts directly from the customer. 7. Rental Contracts. (a) Rental of Inventory. Provided Dealer complies with all of the applicable terms and conditions of the Wholesale Finance Plans, and CNHI Capital makes this option available to Dealer under the Wholesale Finance Plans, Dealer may rent to Dealer’s customers the Inventory with respect to which CNHI Capital has made an Advance, pursuant to the terms of Dealer’s rental contracts (“Rental Contracts”). Advances with respect to such Inventory will thereafter be subject to the rates and terms of CNHI Capital’s financing program, in effect for goods that are rented, as reflected in the Wholesale Finance Plans. (b) Rental Contracts. All of Dealer’s Rental Contracts, related agreements, and rental transactions will be in a form satisfactory to CNHI Capital, permit their assignment to CNHI Capital, and conform with all applicable Federal, State and local laws. Dealer will indemnify CNHI Capital against any loss or damage that CNHI Capital may suffer, whether direct or indirect, resulting in any way from the Rental Contracts, related agreements, or rental transactions, including any noncompliance with applicable laws and any claims by Dealer’s customers regarding Dealer’s obligations under the Rental Contracts. (c) Assignment to CNHI Capital. All Rental Contracts are hereby assigned to CNHI Capital. Dealer will immediately, upon CNHI Capital’s request, deliver to CNHI Capital the executed originals of all Rental Contracts and all related Payment Documents or, at CNHI Capital’s direction, mark such original Rental Contracts as having been assigned to CNHI Capital. This assignment is a transfer for security only, and, unless and until CNHI Capital has foreclosed its security interest in the Rental Contracts, will not be deemed to delegate any of Dealer’s duties under the Rental Contracts to CNHI Capital or constitute an assumption by CNHI Capital of such duties, nor is it intended to alter or impair performance by either party to the Rental Contracts. (d) CNHI Capital may, from time to time, verify by contacting and visiting with customers the accuracy of the Rental Contracts and the location of any Inventory that is the subject of a Rental Contract. Dealer will immediately, upon CNHI Capital’s request, provide CNHI Capital with copies of all Rental Contracts, together with the following information regarding Rental Contracts in effect on the date of such request: (i) name, address and telephone number of each customer who has executed a Rental Contract; (ii) the location of the Inventory; (iii) the date and all terms of each Rental Contract; (iv) the payment history with respect to each Rental Contract; (v) the date when the Inventory is to be returned under each Rental Contract; and, (vi) any other information that CNHI Capital may reasonably request. Dealer shall obtain from its customers, the consent required, if any, by state or federal law for the delivery, disclosure, retention, exchange and use of the customer information. (e) Sale or Pledge of Rental Contracts. Other than to CNHI Capital, Dealer will not assign, sell, pledge, convey or by any other means transfer any Rental Contracts or chattel paper covering Inventory financed by CNHI Capital, or any rights therein, without CNHI Capital’s prior written consent. (f) Terms of Rental Contracts. Dealer will not enter into any Rental Contracts with respect to Inventory financed by CNHI Capital pursuant to which: (i) the original term of the Rental Contract (including renewal options) is greater than one-hundred-eighty (180) days; (ii) the original term of the Rental Contract is equal to or greater than the remaining economic life of such Inventory; (iii) the customer is bound to renew the Rental Contract for the economic life of such Inventory or is bound to become the owner of such Inventory; or, (iv) the customer has an option to renew the Rental Contract for the remaining economic life of such inventory, or to become the owner of such inventory, for nominal consideration or for consideration less than the unpaid balance owed to CNHI Capital with respect to such Inventory. (g) Further Assurance. Dealer will take any action CNHI Capital may reasonably require to perfect and/or protect CNHI Capital’s security interest in Rental Contracts and/or the Inventory subject thereto and Dealer hereby authorizes CNHI Capital to take any such action in Dealer’s name. 8. Dealer’s Representations, Warranties and Covenants. (a) Representations, Warranties, and Affirmative Covenants. For so long as any Obligations remain unpaid and/or this Agreement remains in effect, Dealer represents, warrants and covenants to and with CNHI Capital that: (i) Dealer has good title to all Collateral; (ii) Except to the extent that CNHI Capital in writing agrees to subordinate its security interest to another party, CNHI Capital’s security interest in the Collateral is now and shall at all times hereafter be senior to the security interest or claim of any other Person; (iii) Dealer shall execute all documents CNHI Capital requests to perfect and maintain CNHI Capital's senior security interest in the Collateral, and shall cause all third parties who may hereafter hold a security interest in or possession of Collateral to provide such subordinations to and acknowledgments of CNHI Capital's senior security interest as CNHI Capital may require; (iv) Dealer shall deliver to CNHI Capital immediately upon each request, and CNHI Capital may retain, each Certificate of Title or Statement of Origin issued for Collateral; (v) Dealer shall at all times be duly organized, existing, in good standing, and qualified and licensed to do business in each jurisdiction in which its organizational status or the nature of its business or property requires such status or action; (vi) Dealer has the right, and is duly authorized, to enter into this Agreement; (vii) Dealer's execution of this Agreement does not, and shall not, violate or constitute a breach of any law or regulation applicable to Dealer, or any agreement to which Dealer is now or hereafter becomes bound; (viii) there are and shall be no actions or proceedings pending or threatened against Dealer that can or might result in any material adverse change in Dealer's financial or business condition; (ix) Dealer shall protect the Collateral and maintain the Inventory in good working order and condition; (x) Dealer has duly filed and shall duly file all tax returns required by law, and shall pay when due all taxes, levies, assessments and governmental charges; (xi) Dealer shall keep and maintain all of its books and records pertaining to the Collateral at its chief executive office, set forth below; (xii) Dealer shall keep all Collateral at one of the locations listed on Exhibit "B" hereto. Dealer shall obtain CNHI Capital's written approval prior to storing or moving any Collateral at or to any other location; (xiii) Dealer shall give CNHI Capital thirty (30) days prior written notice of any change in Dealer's identity, name, form of business organization, majority shareholder, owner or chief executive office; (xiv) Dealer shall notify CNHI Capital of the commencement of any material legal proceedings against Dealer or any Guarantor; (xv) Dealer shall comply with all laws, rules and regulations applicable to Dealer or its business; and (xvi) Dealer has provided CNHI Capital with a copy of Dealer's current Articles of Incorporation, Articles of Organization, Articles of Formation, Partnership Agreement, or Certificate of Limited Partnership, as applicable, and shall provide CNHI Capital any subsequent amendments thereto bearing indicia of filing from the appropriate governmental authority, or such other documents as CNHI Capital may request to verify, without limitation, Dealer's true and correct legal name. (b) Negative Covenants. For so long as any Obligations remain unpaid and/or this Agreement remains in effect, Dealer shall not at any time without CNHI Capital's prior written consent: (i) other than in the ordinary course of its business, and as permitted under this Agreement or the Wholesale Finance Plans, sell, demonstrate, lease, rent or otherwise dispose of, transfer, grant a security interest in, allow any lien to attach to, or consign any of the Collateral; or (ii) move any Collateral to a location other than an Approved Collateral Location. (c) Financial Covenants. ☒ Reserved ☐ See Exhibit "C". (d) Insurance. Dealer shall at all times, including, without limitation, any time that Collateral is in the possession of third parties, bear all risk of loss of, damage to, or destruction of, the Collateral. Dealer shall maintain public liability insurance and shall keep all Collateral insured against risks covered by standard "all risk" forms of fire, theft, and extended coverage insurance and such other risks as may be required by CNHI Capital, in amounts and with such deductibles, and under policies issued by such insurance companies, all as are satisfactory to CNHI Capital. Dealer agrees to deliver promptly to CNHI Capital certificates, or if requested, policies of insurance, satisfactory to CNHI Capital, each with an endorsement naming CNHI Capital or its assigns as additional insured or loss payee as their interests may appear, along with proof of payment of the premium therefor. Each policy shall provide that CNHI Capital's interest therein will not be invalidated by the acts, omissions or neglect of anyone other than CNHI Capital, and will contain the insurer's agreement to give thirty (30) days prior written notice to CNHI Capital before any cancellation, lapse, expiration or other termination of, or any material change in, the policy will be effective as to CNHI Capital, whether such termination or change is at the direction of Dealer or insurer. Dealer assigns to CNHI Capital all policies of insurance relating to Collateral and all proceeds of such insurance, including, without limitation, returned and unearned premiums, as additional security for the Obligations. Dealer hereby directs all Insurers to pay such proceeds directly to CNHI Capital, and Dealer shall hold in trust for CNHI Capital and promptly remit to CNHI Capital, in the form received with all necessary endorsements, any proceeds of such insurance that Borrower may receive. CNHI Capital shall apply any proceeds of insurance it may receive toward payment of the Obligations as CNHI Capital in its discretion may determine. Excess insurance proceeds, if any, shall be returned to Dealer. In the event any item of Collateral is damaged and a claim submitted to the insurer is in dispute, Dealer will pay to CNHI Capital the unpaid balance of all Advances attributable to the damaged Collateral, plus all accrued interest thereon, within five (5) days after CNHI Capital's request. If, in the opinion of CNHI Capital, Dealer fails to maintain insurance on the Collateral in an amount or manner satisfactory to CNHI Capital, CNHI Capital may, but shall not be obligated to, purchase such insurance, and Dealer hereby agrees to immediately reimburse CNHI Capital, upon demand, for any payment made or expense incurred by CNHI Capital in purchasing such insurance, plus interest thereon at the post-maturity interest rate specified in the Wholesale Finance Plans. 9. Authority to Perform for Dealer. If Dealer fails to fulfill any obligation set forth in this Agreement (including, without limitation, any covenants set forth in Section 8 hereof), CNHI Capital is authorized, but not obligated, in Dealer's name or otherwise, to take any such action and pay any amount, as CNHI Capital in its discretion deems necessary or appropriate, including, without limitation, executing documents on behalf of Dealer or in Dealer's name. All costs and expenses so incurred by CNHI Capital shall be part of the Obligations secured by this Agreement and Dealer shall reimburse CNHI Capital on demand for all such amounts. 10. Financial Statements: Reports: Examinations. (a) Financial Statements: Reports. Dealer shall install and maintain current an accounting system satisfactory to CNHI Capital. Dealer shall deliver to CNHI Capital, in a manner and form prescribed by CNHI Capital (including via electronic transmission if so requested by CNHI Capital) each of the following: (i) within ninety (90) days after the end of each fiscal year of the Dealer, complete and accurate balance sheets and statements of income, retained earnings and changes in cash flow of the Dealer and its subsidiaries for such year, setting forth in comparative form the corresponding figures for the preceding year, all prepared in accordance with Generally Accepted Accounting Principles (or other methodology approved in advance by CNHI Capital) applied on a consistent basis. Financial statements so delivered shall be internally generated. If requested by CNHI Capital, Dealer shall provide consolidating balance sheets and statements of the entities included in consolidated financial statements. Financial statements shall also be delivered to CNHI Capital in the manner identified below (check box if applicable): ☒ Financial statements so delivered shall be compiled by a firm of independent certified public accountants selected by Dealer and reasonably acceptable to by CNHI Capital. If requested by CNHI Capital, Dealer shall provide consolidating balance sheets and statements of the entities included in consolidated financial statements. ☐ Financial statements so delivered shall be reviewed by a firm of independent certified public accountants selected by Dealer and reasonably acceptable to by CNHI Capital. If requested by CNHI Capital, Dealer shall provide consolidating balance sheets and statements of the entities included in consolidated financial statements. ☒ Financial statements so delivered shall be audited by a firm of independent certified public accountants selected by Dealer and reasonably acceptable to by CNHI Capital. Audited financial statements shall be accompanied by a report and unqualified opinion of the auditor (which shall not be limited as to the scope of the audit or qualified as to the status of Dealer as a going concern). If requested by CNHI Capital, Dealer shall provide consolidating balance sheets and statements of the entities included in consolidated financial statements. (ii) within thirty (30) days after the end of each calendar month, unaudited complete and accurate consolidated balance sheets and operating statements of the Dealer and its subsidiaries that reflect operations through the preceding month; and (iii) as and when requested by CNHI Capital, copies of Dealer’s filed tax returns, current reports of sales and inventory and such other reports and information as CNHI Capital may request from time to time. (b) Compliance Certificate. Dealer understands and agrees that within thirty (30) days after the end of each ___ calendar month, or ___ fiscal quarter, or ___ fiscal year, Dealer shall provide CNHI Capital with a certificate of compliance in the form attached as Exhibit D. (c) Examinations. CNHI Capital or its authorized representatives will have the right during normal business hours to enter the Dealer’s places of business, to examine the Collateral and Dealer’s books and records, bank statements and deposit records, all supporting data and Payment Documents, and to make copies of any such items. In addition, CNHI Capital may contact Dealer’s customers to verify the location or amount of any item of Collateral or confirm the amount or value of any proceeds of Inventory. (d) Information Sharing. Dealer understands and agrees that CNHI Capital may from time to time share with its Affiliates and manufacturers or distributors of goods financed by CNHI Capital (collectively “Related Parties”) information regarding Dealer’s financial condition and CNHI Capital’s financing relationships with Dealer. Dealer also understands and agrees that Related Parties may from time to time share with CNHI Capital information regarding the Related Parties’ business relationships with Dealer. 11. Events of Default: Remedies of CNHI Capital Upon Event of Default: (a) Events of Default. Dealer will be in default under this Agreement (each an “Event of Default”) if: (1) Dealer fails to perform or observe any term, covenant or agreement contained in this Agreement, or in any other agreement between CNHI Capital and Dealer and, if such failure is capable of being remedied, such failure shall continue unremedied for a period of ten (10) days from the date of Dealer’s receipt of notice from CNHI Capital, it being understood that no such cure period will be available for a breach of Dealer’s financial covenants, if any, a breach under Section 11(a)(ii) hereof or any other subsection of this Section 11 for which no express cure period is provided; (ii) Dealer fails to pay any Obligation to CNHI Capital when due and payable hereunder, under the Wholesale Finance Plans, under any other present or future agreement between CNHI Capital and Dealer or otherwise arising; (iii) Dealer sells, leases, otherwise disposes of or grants a security interest in any Collateral in a manner not permitted under this Agreement or the Wholesale Finance Plans or Dealer fails to deliver any proceeds of Collateral to CNHI Capital as required by this Agreement or the Wholesale Finance Plans; (iv) Dealer, if a sole proprietorship, or any individual Guarantor of Dealer’s Obligations to CNHI Capital dies or becomes incapacitated, or any Guarantor notifies CNHI Capital of its intent to terminate, or terminates, its guaranty, or otherwise breaches any terms contained in any guaranty or other agreement between the Guarantor and CNHI Capital; (v) any representation, warranty, financial statement, report or certificate that Dealer or any Guarantor makes or delivers to CNHI Capital is not accurate in all material respects, or is materially misleading, when made; (vi) Dealer abandons any Collateral; (vii) Dealer or any Guarantor is or becomes in default after expiration of any applicable cure period in the payment of any debt owed to any third party, or Dealer is or becomes in default after expiration of any applicable cure period under any loan agreement with any third party; (viii) Dealer shall fail to remit collateral proceeds to CNHI Capital or any other floorplan/inventory lender immediately upon receipt thereof, or to otherwise make payments to CNHI Capital or any such other lender upon the sale of collateral, all as required under the applicable loan agreement; (ix) an attachment, sale or seizure issues or is executed against any assets of Dealer or of any Guarantor; (x) Dealer or any Guarantor ceases existence as a corporation, partnership, limited liability company or trust, as applicable; (xi) Dealer or any Guarantor ceases or suspends business; (xii) a Change in Control, as applicable, shall occur with respect to Dealer or any Guarantor; (xiii) Dealer or any Guarantor or any Controlling Party makes a general assignment for the benefit of creditors; (xiv) the commencement by or against Dealer, any Guarantor or any Controlling Party of any bankruptcy, insolvency arrangement, reorganization, receivership or similar proceedings with respect to it under any state or federal law; (xv) Dealer or any Guarantor or any Controlling Party becomes insolvent; (xvi) any receiver or trustee is appointed for any assets of Dealer or any Guarantor or any Controlling Party; (xvii) Dealer is in default of any franchise, dealership or license agreement relating to the right to deal in any Collateral which CNHI Capital finances and such default is not cured within any cure period provided under the applicable agreement or any such agreement is terminated; (xviii) Dealer or any Guarantor or any Controlling Party misrepresents Dealer’s or such Guarantor’s or Controlling Party’s financial condition or organizational structure; or (xix) CNHI Capital determines in good faith that it is insecure with respect to any of the Collateral or the payment in full of Dealer’s Obligations to CNHI Capital and Dealer fails to correct the situation within ten (10) days after Dealer’s receipt of written notice from CNHI Capital. (b) Remedies of CNHI Capital Upon an Event of Default. Upon the occurrence of an Event of Default: (i) CNHI Capital may at any time, without notice or demand to Dealer, do any one or more of the following: (1) declare all or any part of the Obligations immediately due and payable; (2) exercise any rights it may have under the UCC or other applicable law; (3) cease extending additional credit to Dealer (which shall not be construed to limit the discretional nature of any credit facility). (ii) Dealer shall segregate and keep the Collateral in trust for CNHI Capital, and will not dispose of or use any Collateral, nor further encumber any Collateral. (iii) Upon CNHI Capital’s demand, Dealer shall immediately deliver the Collateral to CNHI Capital at a place specified by CNHI Capital, together with all related Payment Documents; (iv) CNHI Capital or its agents may, without notice or demand to Dealer, take immediate and exclusive possession of the Collateral wherever located and enter any of the premises of Dealer, with or without process of law, wherever the Collateral may be and take possession of and remove the Collateral, all without liability on the part of CNHI Capital. (v) CNHI Capital may sell, lease or otherwise dispose of any or all of the Collateral, at public or private sale (including, without limitation, through live or internet auction), for cash or credit, without notice to Dealer except as required by law (it being agreed that ten (10) days notice shall constitute reasonable notice); CNHI Capital may bid on and become the purchaser of such Collateral; CNHI Capital may sell any or all of the Collateral to any manufacturer of the Collateral which may be obligated to purchase the Collateral under any applicable “dealership statute”, it being agreed that any such sale in accordance with the terms of such statute shall constitute a commercially reasonable disposition of the Collateral. (vi) CNHI Capital may, without notice, apply a default finance charge to Dealer’s outstanding principal indebtedness equal to the post-maturity rate specified in the Wholesale Finance Plans. (vii) Dealer hereby grants CNHI Capital an irrevocable power of attorney to: execute or endorse on Dealer’s behalf any checks, drafts or other forms of exchange received as payment on any Collateral for deposit in CNHI Capital’s account; execute financing statements, instruments, Certificates of Title and Statements of Origin pertaining to the Collateral; sell, assign, transfer, negotiate, demand, collect, receive, settle, extend, or renew any amounts due on any of the Collateral; do anything Dealer is obligated to do hereunder; initiate and settle any insurance claim pertaining to the Collateral; and do anything CNHI Capital deems necessary or advisable, as applicable, to preserve and protect the Collateral and CNHI Capital’s rights and interests therein. (viii) Upon CNHI Capital’s oral or written demand, Dealer will immediately deliver the original Rental Contracts and other Payment Documents to CNHI Capital, and CNHI Capital may collect in CNHI Capital's or Dealer's name all amounts owed to Dealer under the Rental Contracts or other Payment Documents. All of CNHI Capital's rights and remedies are cumulative and non-exclusive. CNHI Capital's failure to exercise any of CNHI Capital's rights or remedies hereunder will not waive any of CNHI Capital's rights or remedies as to any past, current or future default. (c) Additional Remedies Upon Default Applicable Only to Collateral Located in Louisiana. Dealer hereby confesses judgment in favor of CNHI Capital for the full amount of the Obligations in principal, interest, attorney's fees and any other advances, charges and expenses herein provided and, on the occurrence of an event of default it shall be lawful for and Dealer specifically authorizes CNHI Capital, without making a demand or putting Dealer in default, a putting in default and the three day's notice provided by the Louisiana Code of Civil Procedure being specifically waived, to cause all and singular the Collateral or any part thereof to be seized and sold under executory process or any other legal process, at the option of CNHI Capital and on such terms as the CNHI Capital may direct. The Dealer hereby especially waives the benefit of any and all laws or parts of laws relative to the appraisement of property seized and sold under executory or other legal process or as required by Article 2723 of the Louisiana Code of Civil Procedure, any exemptions from seizure which may otherwise apply to the Collateral and all pleas of division and discussion. Dealer further agrees that in the event any proceedings are initiated under executory process or otherwise, in addition to such evidence deemed authentic as a matter of law, any and all declarations of the facts made by authentic act before a notary public and in the presence of two witnesses, by a person declaring that such facts lie within his knowledge, shall constitute authentic evidence of such facts. Pursuant to the authority of Louisiana Revised Statutes 9:5136 et seq., Dealer hereby appoints CNHI Capital or its designee to be keeper or receiver of the Collateral for the benefit of CNHI Capital, all at the option of the CNHI Capital, to take effect immediately upon any seizure which may arise as an incident to any legal action which may be brought by CNHI Capital. (d) Expenses in Exercising Remedies; Deficiency. Dealer shall be liable to CNHI Capital for all expenses of retaking, holding, preparing for sale and selling the Inventory and other Collateral, all collection costs, court costs, legal expenses and reasonable attorneys' fees and any other expenses incurred by CNHI Capital in enforcing this Agreement (including, without limitation, any such expenses and fees incurred by CNHI Capital in connection with any refinancing or restructuring of the Obligations), in collecting any Obligation owed by Dealer to CNHI Capital or in proceeding against the Collateral. The foregoing costs, fees and expenses shall constitute a part of the Obligations and shall bear interest at the post-maturity rate of interest provided in the Wholesale Finance Plans. CNHI Capital may apply proceeds of Collateral received upon any disposition of Collateral to the foregoing expenses and to the reduction of the Obligations in such order of application as CNHI Capital in its discretion may determine. Dealer shall be liable for any deficiency remaining due on the Obligations after disposition of the Collateral. CNHI Capital shall pay to Dealer, or other Person as required by law, any surplus funds remaining after the Obligations are fully satisfied. 12. Duration and Termination of This Agreement. This Agreement shall continue in effect until the earlier of: (a) ninety (90) days after the date on which either party receives written notice from the other party that this Agreement is terminated; (b) If an Event of Default shall occur, immediately upon Dealer's receipt of notice from CNHI Capital that this Agreement is terminated; or (c) as mutually agreed upon in writing by CNHI Capital and Dealer. Upon the effective date of any such termination of this Agreement, all Obligations shall become immediately due and payable. The Obligations of Dealer, all security interests and liens granted by Dealer to CNHI Capital, and all rights granted to CNHI Capital hereunder shall not be impaired or affected by such termination and such security interests and liens and Dealer's Obligations under this Agreement shall remain in effect until such time as the Obligations are satisfied in full. In the event Dealer and CNHI Capital engage in transactions following termination of this Agreement, such transactions shall not be construed as a renewal of this Agreement nor as a waiver of such termination; provided, however, that all such transactions shall be governed by terms identical to those of this Agreement. 13. Miscellaneous. (a) Entire Agreement. This Agreement, together with the Wholesale Finance Plans, are and shall be deemed the complete and final expression of the Agreement between CNHI Capital and Dealer as to matters herein contained and relative thereto, and supersedes all previous agreements between them pertaining to such matters. It is clearly understood that no promise or representation not contained herein was an inducement to either Dealer or CNHI Capital or was relied on by either of them in entering into this Agreement. (b) Modifications, Amendments, Terminations of this Agreement and the Wholesale Finance Plans. (i) Except as to matters described in Section 13(b)(ii) hereof, no letter, or other form of communication, written or oral, passing between CNHI Capital and Dealer, covering any matter during the effective period of this Agreement, shall be deemed a part of this Agreement, nor shall it have the effect of amending or modifying this Agreement, unless such communication is in writing, distinctly states that it is to constitute a part of this Agreement and is signed by the parties hereto. (ii) All of the terms and conditions of the Wholesale Finance Plans shall be established at CNHI Capital's sole discretion. CNHI Capital may terminate the Wholesale Finance Plans without prior notice at any time at its sole discretion. CNHI Capital may, in its sole discretion, amend, modify or supplement any of the terms and conditions of the Wholesale Finance Plans at any time upon notice to Dealer. Notification of the amendment, modification or supplementation of the Wholesale Finance plans may be accomplished by, among other methods, issuance of Dealer Bulletins or publication on CNHI Capital's website. Changes in the Wholesale Finance Plans instituted by CNHI Capital that would have the effect of increasing the interest rates or fees payable by Dealer under the Wholesale Finance Plans, or amending the timing, or increasing the amount, of future periodic payments to CNHI Capital under the Wholesale Finance Plans, shall only be applied prospectively from the effective date of such changes as established by CNHI Capital. (c) Indemnification; Limits on Liability. (i) Indemnification. Dealer shall indemnify, protect, defend and hold harmless CNHI Capital, its successors, assigns, and its Related Interests (excepting CNH Industrial America LLC) from any and all claims, liabilities, demands, penalties, actions, suits, proceedings (whether civil or criminal), orders, judgments, disbursements, losses, costs (including, without limitation, court costs and reasonable attorneys' fees), expenses, or damages caused by or arising from: (1) product liability and/or personal injury arising out of the use of the Inventory by any Person; (2) breach by Dealer of any warranty with respect to any Inventory (including, but not limited to, a claim of latent or patent defect); (3) breach by Dealer of any representations, warranties, covenants or other obligations or agreements contained in this Agreement; (4) Dealer's performance of any reconditioning or remarketing services; (5) failure of Dealer to perform its obligations with respect to any warranty, maintenance, service or other similar agreements with any Person; (6) any governmental fees, charges, taxes or penalties levied or imposed with respect to any Inventory; and (7) failure of Dealer to comply with any applicable federal, state or local law or regulation. CNHI Capital shall give Dealer, and Dealer shall give CNHI Capital, notice of any event or condition that requires indemnification by Dealer hereunder, or any allegation that such an event or condition exists, promptly upon obtaining knowledge thereof. Dealer shall pay all amounts due hereunder promptly on notice thereof from CNHI Capital. Upon payment by Dealer, and provided Dealer is otherwise in compliance with the terms of this Agreement, Dealer shall be subrogated to CNHI Capital's rights with respect to such event or condition. All of the indemnities and agreements contained in this Section 13(c) shall survive and continue in full force and effect notwithstanding the termination of this Agreement. (ii) Exclusion of Certain Damages. No Party shall be liable to the other Party for any punitive, consequential, incidental, special or similar damages in connection with this Agreement or the Wholesale Finance Plans, except to the extent that a Party is required to indemnify the other Party under this Agreement for amounts owing to third parties. (d) Dealer Not an Agent. Nothing in this Agreement shall be construed as constituting Dealer an employee, agent or legal representative of CNHI Capital for any purpose whatsoever. Dealer has no right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of CNHI Capital, or to bind CNHI Capital in any manner whatsoever. This Agreement does not constitute a joint venture, partnership, association or agency between CNHI Capital and Dealer. Dealer and CNHI Capital shall bear the relationship to one another of independent contractors. (e) Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof. (f) Notices. Any written notice required or permitted under this Agreement shall be deemed to have been received (i) on the fifth (5th) calendar day after being posted if such notice is sent by first class U.S. mail, certified return receipt requested; (ii) one (1) business day after being sent, if sent by a nationally recognized overnight courier service, next day service; (iii) on the date transmitted, if sent by fax; or (iv) if sent by e-mail on a business day, at the end of the business day on the date delivered or, if the e-mail was not delivered on a business day, the end of the next following business day. Notices shall be sent to the Parties at the respective address or fax number set forth on the signature page of this Agreement beneath their names, or any other address designated in writing by a Party following the date of this Agreement in a notice complying with this Section 13(f). (g) Severability. Any part of this Agreement which is held to be invalid or unenforceable under the laws of any place where this Agreement is to be performed or is sought to be enforced shall be enforceable to the maximum extent permitted by law, without invalidating its effect elsewhere or the remainder of this Agreement. (h) Assignment of Agreement; Successors and Assigns. Dealer may not sell, assign, delegate, convey or otherwise transfer in any way whatsoever this Agreement or Dealer's rights or obligations under this Agreement to any Person without the prior written consent of CNHI Capital. CNHI Capital, without notice or consent, may assign its rights and delegate obligations under this Agreement, and may sell, assign, syndicate, securitize or grant participations in any of the Obligations and any related rights hereunder. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the parties hereto. (i) Waiver. The failure of a Party to require the performance of any part of this Agreement or the waiver by a Party of any default or requirement under this Agreement shall not prevent a subsequent enforcement of such term and shall not be deemed a waiver of any subsequent default or requirement. Every waiver of any provision hereof must be in writing and signed by the Party against whom the waiver is to be enforced. (j) APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD TO ITS CONFLICT OF LAW RULES. (k) Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one and the same agreement. This Agreement or a counterpart thereof may be delivered by telecopier, facsimile or any other electronic transmission, including a scanned version in pdf format, and the telecopier, facsimile or any electronic transmission of a signature to another party or parties (or to their respective attorneys) shall be of the same force and effect as the delivery of an original signature. (l) JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE THEIR RIGHTS TO REQUEST A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING IN ANY COURT OF LAW, TRIBUNAL, OR OTHER LEGAL PROCEEDING ARISING OUT OF OR INVOLVING THIS AGREEMENT, OR ANY DOCUMENT DELIVERED IN CONNECTION HEREOF, OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date. CNH Industrial Capital America LLC By: ____________________________ Matt Burmeister (Print Name) Title: Distribution Underwriting Manager Addresses for Notices; Dealer's Chief Executive Office: CNH Industrial Capital America LLC 5729 Washington Avenue Racine, Wisconsin 53406 Attention: Wholesale Credit Fax Number: 262-636-5771 Phelps Enterprise, LLC By: ____________________________ Chase Phelps (Print Name) Title: Member Phelps Enterprise, LLC 14000 U. S. Highway 177 Shawnee, OK 74804 Attention: Chase Phelps Fax Number: 323-962-0227 EXHIBIT A WHOLESALE FINANCING AND SECURITY AGREEMENT – UNITED STATES “Advance(s)” shall have the meaning provided in Section 2(a) “Affiliate” means, with respect to a Person, another Person who directly or indirectly controls, is controlled by, or is under common control with the Person. “Approved Collateral Location” means (i) Dealer’s chief executive office; (ii) the other location(s) listed on Exhibit “B” hereto and (iii) additional locations approved in advance by CNHI Capital in accordance with Section 8(a)(xii). “Change of Control” means, as applicable, any sale of all or substantially all of the assets of a Person (whether in one or a series of transactions), a change in the majority ownership or control of a Person’s equity, a transaction in which a Person is merged into or consolidated with another entity, or any other change in the Person(s) possessing the ability to direct or control the management of a Person and its business. “Control” (including with correlative meanings, the terms controlling, controlled by and under common control with) means the power to direct the management or policies of a Person, directly or indirectly, through the ownership of voting securities, by contract or otherwise. “Controlling Party” means any Person that “controls” Dealer or a Guarantor. “End User” shall have the meaning provided in Section 4. “ESS” shall have the meaning provided in Section 2(c). “Generally Accepted Accounting Principles” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination. “Guarantor” means any individual or entity that executes in favor of CNHI Capital a guarantee with respect to all or any portion of the Obligations. “Inventories” shall have the meaning provided in Section 3(b)(i). “Obligations” shall have the meaning provided in Section 3(a). “Party” means CNHI Capital or Dealer and “Parties” shall mean CNHI Capital and Dealer. “Person” means an individual, corporation, partnership, joint venture, limited liability company, trust or any type of business organization. “Related Interests” means, with respect to a Party, the Party’s Affiliates, successors, and assigns, and Representatives of that Party or its Affiliates. “Representatives” means, with respect to a Person, as applicable, the Person’s shareholders, equity owners, employees, officers, directors, agents, immediate family members or other representatives. “UCC” shall have the meaning provided in Section 3(b). “Wholesale Finance Plans” shall mean collectively one or more of the “Wholesale Finance Plans”, “Schedules of Terms”, “Schedules of Discounts and Terms”, “Dealer Handbooks”, “Dealer Policy Manuals” and “ESS Manual” which set forth the terms and conditions under which CNHI Capital is willing to provide financing for the Dealer to obtain and maintain new and used inventory, equipment or other goods held for sale, lease or rental to its customers, and other financing accommodations, which terms and conditions will describe the goods eligible for financing, and will also establish, among other things, maximum loan amounts for each item, repayment and curtailment terms, interest rates, default interest rates, late payment and other service charges and fees, maximum annual hour usage limits, excess hourly usage rates and other terms, conditions and limitations of the financing, together with any policy or operating manuals or guides and “dealer bulletins” and other publications from time to time delivered by CNHI Capital to Dealer which relate to the foregoing, and any supplemental publications or agreements specifically applicable to Dealer, all as in effect, amended and supplemented by CNHI Capital, at its sole discretion, from time to time. The Wholesale Finance Plans are incorporated herein by reference. “Wholesale Obligations” shall have the meaning provided in Section 2(b). EXHIBIT B WHOLESALE FINANCING AND SECURITY AGREEMENT – UNITED STATES COLLATERAL LOCATIONS (INCLUDING CHIEF EXECUTIVE OFFICE) 14000 U. S. Highway 177 Shawnee, OK 74804 Exhibit "B" GUARANTY THIS GUARANTY (this "Guaranty") is made as of February 4, 2022 by the undersigned guarantor or joint and several guarantors (singly and collectively, "Guarantor") in favor of CNH INDUSTRIAL CAPITAL AMERICA LLC ("CNH Industrial Capital"). RECITALS WHEREAS, Phelps Enterprise, LLC ("Borrower") and CNH Industrial Capital are or may become parties to various and sundry agreements of various dates pursuant to which CNH Industrial Capital has and may hereafter extend credit and other financial accommodations and services to or for the benefit of Borrower, which agreements may include, without limitation, a Wholesale Financing and Security Agreement, a Retail Financing Agreement and/or a Merchant Agreement (all of which, as amended and supplemented from time to time, are hereinafter referred to collectively as the "Financing Agreements"). WHEREAS, Guarantor has benefited from CNH Industrial Capital's prior loans and other extensions of credit to Borrower, and will benefit directly and indirectly from any future loans and other extensions of credit to Borrower. WHEREAS, as a condition to making such loans or other extensions of credit, CNH Industrial Capital has required that Guarantor execute and deliver this Guaranty. NOW, THEREFORE, in order to induce CNH Industrial Capital to enter into the Financing Agreements and to make loans or other extensions of credit to Borrower, and in consideration thereof, Guarantor hereby agrees as follows: 1. Guaranty. Guarantor (or, if Guarantor is more than one person, Guarantor, jointly and severally) hereby absolutely and unconditionally guarantees the payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all present and future obligations and indebtedness of Borrower to the CNH Industrial Capital arising under the Financing Agreements or otherwise (the "Obligations"). 2. Guaranty Absolute. (a) Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Financing Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of CNH Industrial Capital with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional. This is a Guaranty of payment, and not of collection. CNH Industrial Capital does not have to exercise or exhaust its rights against the Borrower or enforce its right against any collateral before a claim is made against the Guarantor. It will not be limited or reduced, nor will CNH Industrial Capital be responsible or owe any duty (as a fiduciary or otherwise) to Guarantor, nor will CNH Industrial Capital's rights under this Guaranty be prejudiced, by the existence or occurrence (with or without the knowledge or consent of Guarantor) of any one or more of the following events: (i) any termination, invalidity, unenforceability or release by CNH Industrial Capital or any of its rights against Borrower or against any other person or of any security; (ii) any increase, reduction, renewal, substitution or other change in, or discontinuance of, the terms relating to the Obligations or to any credit extended by CNH Industrial Capital to Borrower; any agreement to any proposal or scheme of arrangement concerning, or granting any extensions of time or any other indulgences or concessions to, Borrower or any other person; any taking or giving up of any security; abstaining from taking, perfecting, filing or registering any security; allowing any security to lapse (whether by failing to make or maintain any registration, filing or otherwise); or any neglect or omission by CNH Industrial Capital in respect of, or in the course of, doing any of these things; (iii) accepting compositions from compromises, arrangements or plans of reorganizations or granting releases or discharges to Borrower or any other person, or any other dealing with Borrower or any other person or with any security that CNH Industrial Capital considers appropriate; (iv) any unenforceability or loss of security held from time to time by CNH Industrial Capital from Guarantor, Borrower or any other person, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that security or otherwise due to CNH Industrial Capital's fault or any other reason; (v) any change in Borrower's name; or any reorganization (whether by way of amalgamation, merger, transfer, sale lease or otherwise) of Borrower or Borrower's business; (vi) any change in Borrower's financial condition or that of any other guarantor of the Obligations (including insolvency and bankruptcy); (vii) any change of effective control and management of Borrower; (viii) any event, whether or not attributable to CNH Industrial Capital, that may be considered to have caused or accelerated the bankruptcy or insolvency of Borrower or other guarantor of the Obligations, or to have resulted in the initiation of such proceedings; (ix) CNH Industrial Capital's filing of any claim for payment with any administrator, provisional liquidator, conservator, trustee, receiver, custodian or other similar officer appointed for Borrower or for all or substantially all of Borrower's assets; (x) any failure by CNH Industrial Capital to abide by any of the terms and conditions of CNH Industrial Capital's agreements with, or to meet any of its obligations or duties owed to, the undersigned, Borrower or any person, or any breach of any duty (whether as a fiduciary or otherwise) that exists or is alleged to exist between CNH Industrial Capital and Guarantor, Borrower or any person; (xi) any incapacity, disability, or lack or limitation of status or of the power of Borrower or of Borrower's directors, managers, officers, partners or agents; the discovery that Borrower is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Obligations; (xii) any event whatsoever that might be a defence available to, or result in a reduction or discharge of, Guarantor, Borrower or any other person in respect of either the Obligations or Guarantor's liability under this Guaranty; and (xiii) any amendment to or extension of any, some or all of the Financing Agreements or any other security or other agreements as between Borrower and CNH Industrial Capital. (b) Notwithstanding any termination of this Guaranty or the cancellation of the Financing Agreements or any other document, instrument or agreement evidencing the Obligations, if at any time any payment of any of the Obligations (from any source) is rescinded, repaid or must otherwise be returned by CNH Industrial Capital (i) due to or upon the insolvency, bankruptcy or reorganization of Borrower or Guarantor, or (ii) for any other circumstance, this Guaranty shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made. (c) For greater certainty, Guarantor agrees that CNH Industrial Capital may deal with any one or more of Guarantor, Borrower and any other person in any manner, without prior notice to or approval of Guarantor, without affecting Guarantor's liability under this Guaranty. 3. Waiver of Subrogation and Contribution. As a material inducement to CNH Industrial Capital's making loans or other extensions of credit to Borrower, Guarantor hereby absolutely and irrevocably waives any claim or other rights which Guarantor may now have or hereafter acquire against Borrower or any other party liable for the Obligations that arise from the existence or performance of Guarantor's obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, contribution, exoneration, claim or remedy of CNH Industrial Capital against Borrower or any collateral which CNH Industrial Capital now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive from Borrower or any other party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. Any agreement between Guarantor and Borrower or any other party which is in any respect contrary to the foregoing shall be null and void and of no force or effect. If any amount shall be paid to Guarantor in violation of the preceding sentences, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of CNH Industrial Capital, and shall forthwith be paid to CNH Industrial Capital to be credited and applied to any Obligation, whether matured or unmatured, at CNH Industrial Capital's sole discretion. 4. Guaranty Independent Waivers. (a) Guarantor agrees that (i) the obligations hereunder are independent of and in addition to the undertakings of Borrower pursuant to the Financing Agreements, any evidence of indebtedness issued in connection therewith, any mortgage or security agreement given to secure the same, and any other guarantees given in connection with the obligations of Guarantor to CNH Industrial Capital, (ii) a separate action may be brought to enforce the provisions hereof whether Borrower is a party in any such action or not, (iii) CNH Industrial Capital may at any time, or from time to time, in its sole discretion, (1) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by CNH Industrial Capital in connection with all or any of the Obligations; (2) sell and/or purchase all or any such collateral at public or private sale in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by CNH Industrial Capital to all or any of the Obligations; and (3) settle or compromise with Borrower, and/or any other person liable thereon, any and all of the Obligations and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to CNH Industrial Capital and/or any other person or corporation, and (iv) CNH Industrial Capital shall be under no obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations. (b) Except as otherwise expressly provided herein or prohibited by applicable law: Guarantor hereby waives (i) presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon Guarantor (ii) any right to require CNH Industrial Capital to (1) proceed against Borrower, any other guarantor or other party liable for the Obligations, (2) proceed against or exhaust any security held from Borrower, or (3) pursue any remedy in CNH Industrial Capital's power whatsoever; (iii) any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower other than full payment of the Obligations; (iv) any defense arising out of an election of remedies by CNH Industrial Capital, even though that election of remedies, such as non-judicial foreclosure with respect to security for the Obligations, has impaired or destroyed Guarantor's rights of subrogation and reimbursement against Borrower; (v) to the fullest extent permitted by law, all rights and benefits under any statute or other provisions of law purporting to reduce a guarantor's obligations in proportion to the principal obligation; (vi) to the fullest extent permitted by law: (1) any defense arising as a result of CNH Industrial Capital's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and (2) any defense based on any borrowing or grant or a security interest under Section 364 of the Bankruptcy Code; (vii) without limiting the generality of the foregoing or any other provision hereof, and to the fullest extent permitted by law, all rights and benefits which might otherwise be available to the undersigned: (1) allowing a surety or guarantor defense(s) that are available to the principal, (2) exonerating a surety or guarantor if the original obligation is altered without the surety or guarantor's consent, or if the creditor's remedies against the principal are impaired or suspended, (3) exonerating a surety or guarantor upon the principal's performance or tender of performance, (4) exonerating a surety or guarantor to the extent the creditor declines the surety or guarantor's request to proceed against the principal, (5) entitling a surety or guarantor to the benefit of securities held by the creditor; (6) entitling a surety or guarantor to have the principal's property, or the proceeds thereof, applied first toward the obligation, (7) requiring a secured creditor to enforce liens in any particular order, (8) requiring a creditor to resort first to liens against property not secured by other creditors, and (9) arising under Wisconsin Statutes Chapter 403 (negotiable instruments), including but not limited to Wis. Stats. §§ 403.505 (evidence of dishonor), 403.601 (discharge and effect of discharge), 403.602 (payment), 403.603 (tender of payment), 403.604 (discharge by cancellation or renunciation), 403.605 (discharge of endorsers and accommodation parties); and (viii) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement thereof. 5. Does Not Supersede Other Guarantees. The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guarantees of the Obligations and/or any obligations of Borrower or any other persons or entities heretofore or hereafter given to CNH Industrial Capital, and this Guaranty shall not affect or invalidate any such other guarantees. The liability of Guarantor to CNH Industrial Capital shall at all times be deemed to be the aggregate liability of Guarantor under the terms of this Guaranty and of any other guarantees heretofore or hereafter given by Guarantor to CNH Industrial Capital. 6. Amendments, Etc. No amendment or waiver of any provision of this Guaranty nor consent to any departure by Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by CNH Industrial Capital, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on Guarantor shall in any case entitle Guarantor to any other or further notice or demand in similar or other circumstances. 7. Waiver of Defenses. It is the mutual intention of the parties hereto that the Guarantor shall be bound notwithstanding any claim or defense of Borrower may have or raise, and Guarantor waives any defense Borrower may have. 8. No Waiver; Remedies. No failure on the part of CNH Industrial Capital to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall CNH Industrial Capital be estopped to exercise any such right because of any such failure or delay; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 9. Right to Setoff. If Borrower is in default under the Financing Agreements, CNH Industrial Capital is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by CNH Industrial Capital to or for the credit or the account of Guarantor against any and all of the obligations of Guarantor now or hereafter existing under this Guaranty. CNH Industrial Capital agrees promptly to notify Guarantor after any such set- off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of CNH Industrial Capital under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which CNH Industrial Capital may have. 10. Continuing Guaranty: Transfer of Financing Agreements. This Guaranty is a continuing guaranty and shall be (i) subject to the provisions of Section 2(b) hereof, remain in full force and effect until payment in full of the Obligations and all other amounts payable under this Guaranty, (ii) be binding upon Guarantor, and Guarantor's heirs, executors, successors and assigns, and (iii) inure to the benefit of and be enforceable by CNH Industrial Capital and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), CNH Industrial Capital may assign or otherwise transfer all or any part of the Obligations and/or the Financing Agreements to any other person, and such other person shall thereupon become vested with all the rights in respect thereof granted to CNH Industrial Capital herein or otherwise. 11. No Duty. Guarantor assumes the responsibility for keeping informed of the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and agrees that CNH Industrial Capital shall have no duty to advise Guarantor of any information known to CNH Industrial Capital regarding any such financial condition or circumstances of Borrower. 12. Waiver of Right to Trial by Jury. GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING: (a) BROUGHT BY GUARANTOR, BORROWER, CNH INDUSTRIAL CAPITAL OR ANY OTHER PERSON RELATING TO (i) THE OBLIGATIONS AND/OR ANY UNDERSTANDINGS OR PRIOR DEALING BETWEEN THE PARTIES HERETO, (ii) THIS GUARANTY, OR (iii) THE FINANCING AGREEMENTS; OR (b) TO WHICH CNH INDUSTRIAL CAPITAL IS A PARTY. GUARANTOR HEREBY AGREES THAT THIS GUARANTY CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY PURSUANT TO THE PROVISIONS OF ANY APPLICABLE LAW, AND GUARANTOR DOES HEREBY CONSTITUTE AND APPOINT CNH INDUSTRIAL CAPITAL HIS, HER OR ITS TRUE AND LAWFUL ATTORNEY-IN-FACT, WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, AND GUARANTOR DOES HEREBY AUTHORIZE AND EMPOWER CNH INDUSTRIAL CAPITAL, IN THE NAME, PLACE AND STEAD OF GUARANTOR, TO FILE THIS GUARANTY WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. 13. Bankruptcy of Borrower. Notwithstanding any modification, discharge or extension of the Obligations or any amendment, modification, stay or cure of CNH Industrial Capital's rights which may occur in any bankruptcy or reorganization case or proceeding concerning Borrower whether permanent or temporary, and whether asserted to by CNH Industrial Capital, Guarantor hereby agrees that Guarantor shall be obligated hereunder to pay and perform the Obligations and discharge other obligations in accordance with the terms of the Obligations and the terms of this Guaranty in effect on the date hereof. Guarantor understands and acknowledges that by virtue of this Guaranty, Guarantor has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Borrower. As an example and not in any way of limitation, a subsequent modification of the Obligations in any reorganization case concerning Borrower shall not affect the obligation of Guarantor to pay and perform the Obligations in accordance with their original terms. 14. Entire Agreement. EXCEPT AS PROVIDED IN SECTION 5, ABOVE, THIS GUARANTY, AND THE FINANCING AGREEMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF. 15. Governing Law; Construction. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without regard to its conflict of law principles. For all purposes hereunder, the parties intend that all references in applicable statutes or law to "surety" or "guarantor" shall include the Guarantor, except in instances where CNH Industrial Capital's rights, protections, or remedies would be diminished or otherwise impaired. In all events, this Guaranty shall be construed in the broadest sense in favor of CNH Industrial Capital. 16. Joint and Several Liability. If this Guaranty is executed by more than one party, each such party shall individually constitute a Guarantor hereunder and the liability of each such Guarantor shall be joint and several. CNH Industrial Capital may seek to collect from each Guarantor under this Guaranty individually without also seeking to collect from any other Guarantor. 17. Miscellaneous. (a) Time is of the essence hereof. (b) Any married person who signs this instrument hereby expressly agrees that recourse may be had against both his or her separate and community property for all of his or her obligations under this Guaranty. (c) If any term, provision, covenant or condition hereof or any application thereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions hereof, and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. (d) This Guaranty may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of such counterparts taken together shall constitute but one and the same instrument. (e) Section headings in this Guaranty are included for convenience of reference only and do not constitute a part of this Guaranty for any other purpose. (f) If: (i) this Guaranty is placed in the hands of an attorney for collection or is collected through any legal proceeding; (ii) an attorney is retained to represent CNH Industrial Capital in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving a claim under this Guaranty; (iii) an attorney is retained to provide advice or other representation with respect to this Guaranty; or (iv) an attorney is retained to represent CNH Industrial Capital in any other proceedings whatsoever in connection with this Guaranty, then Guarantor shall pay to CNH Industrial Capital upon demand all reasonable attorneys' fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, expenses of foreclosure, title insurance premiums, survey costs, minutes of foreclosure, and all other costs and expenses incurred in connection therewith (all of which are referred to herein as "Enforcement Costs"), in addition to all other amounts due hereunder, regardless of whether all or a portion of such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as well as the other Financing Agreements. (g) This Guaranty is unlimited, and shall be payable in lawful money of the United States IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Guaranty as of the date first above written. Print Name: ____________________________ Chase Phelps Signature: _____________________________ Exhibit "C" August 27, 2025 VIA ELECTRONIC TRANSMISSION AND OVERNIGHT DELIVERY Phelps Enterprise LLC dba Phelps Equipment Group 41500 Wolverine Rd BLDG 102 Shawnee, OK 74804 Attn: Chase Phelps Re: Notice of Termination Dear Mr. Phelps: CNH Industrial Capital America LLC ("CNH Capital") and Phelps Enterprise LLC dba Phelps Equipment Group ("Dealer") are parties to various and sundry agreements, including but not limited to that certain Wholesale Financing and Security Agreement dated October 10, 2024, as amended (the "WFSA") and that certain Retail Financing Agreement dated February 2, 2022 (the "RFA") (the WFSA and RFA, collectively "Financing Agreements"). CNH Capital hereby provides Dealer this notice of termination pursuant to the Financing Agreements (the "Notice"). CNH Capital has alerted Dealer to numerous defaults under the Financing Agreements at various times, including, without limitation, Dealer's repeated NSF charges to CNH Capital for amounts due and owing when and as due under the Financing Agreements. NSF charges occurred on the following dates and amounts: January 15, 2025, for $13,504.03, February 14, 2025, for $6,790.19, February 26, 2025, for $6,890.19, March 14, 2025, for $18,100.92 and April 17, 2025, for $10,303.45, and August 25, 2025, for $25,434.98. Each NSF constitutes a payment default under the WFSA ("Payment Defaults"). In addition to the foregoing, CNH Capital has learned of additional Events of Default (as defined in the WFSA). Specifically, (a) CNH Capital has discovered that Dealer sold Collateral (as defined in the WFSA) out of trust ("SOT"), and (b) CNH Industrial America LLC ("New Holland") has now issued a letter terminating the New Holland Equipment Sales and Service Agreement dated May 18, 2022, as the Dealer is no longer operating a New Holland dealership ("Dealership Termination"). As a result of the foregoing defaults, CNH Capital is left with little choice but to terminate the Financing Agreements effective immediately. All outstanding Obligations (as defined under the WFSA) are immediately due and payable. As of August 26, 2025, the total dollar amount of the Obligations plus all lawfully accrued interest thereon is not less than $1,171,976.12. At this time, Dealer is hereby advised that its right to sell or otherwise dispose of Collateral is suspended effective immediately. In accordance with the WFSA, Dealer is hereby directed to assemble the Collateral and make it available as directed by CNH Capital representatives. CNH Capital hereby demands and irrevocably directs that Dealer (i) hold all proceeds of any inventory Collateral in an express trust for CNH Capital and in a separate account and not co-mingled with any other funds or amounts of Dealer, and (ii) immediately deliver to CNH Capital any and all of such proceeds of any inventory financed by CNH Industrial Capital. Acceptance of any payment by CNH Capital and/or the voluntary turnover of the Collateral does not constitute an election of remedies and will not be a waiver of any of the aforementioned defaults or hereafter arising. CNH Capital reserves the right to exercise any and all of its rights and remedies under the parties' agreements and applicable law regarding any amounts owing to CNH Capital. Finally, this termination is also being provided to you individually as a guarantor. As a guarantor, you are advised that you are obligated for all costs of collection including attorney fees. If you have any questions, you may contact Penny Licklider at 262-498-2310. Sincerely, Penny Licklider Manager Field Credit CNH Industrial Capital America LLC Exhibit "D" CNH INDUSTRIAL CAPITAL AMERICA ---------------------- ------------------------ ------------------------ GROUP - AG U S A D DEALER SA - II01 TRYSHA RINEY TM - IIIIC NICHOLAS WADE * * * * * * * * * * N O M A I L * * * * * * * * * RCM: 1821 US AG NH ALBUS DEALER STATEMENT FOR: 01 U00W ON3330 PHELPS ENTERPRISE LLC 41500 WOLVERINE RD BLDG 102 SHAWNEE OK 74804 PLEASE REMIT TO ( CNH INDUSTRIAL CAPITAL AMERICA ) AS FOLLOWS: PAYMENTS VIA ELECTRONIC SETTLEMENT AUTHORIZATION ANCILLARY PAPERWORK TO: WHOLESALE ACCOUNT SERVICES 5729 WASHINGTON AVENUE RACINE, WI 53406 PHELPS ENTERPRISE LLC CNH INDUSTRIAL CAPITAL AMERICA 41500 WOLVERINE RD BLDG 102 DEALER STATEMENT - MANAGEMENT SUMMARY SHAWNEE ACTIVITY PROCESSED DURING THE PERIOD 01/01/26 - 01/31/26 CURRENCY: U.S. $ 74804 MAIN DEALER- 01 U00W ON3330 DEALER- 01 U00W ON3330 CREDIT LINE PAST DUE CURRENT DUE FUTURE DUE FUTURE DUE FUTURE DUE UNPAID BALANCE CREDIT LIMIT IN MILLIONS 31 - 60 61 - 90 91 - 120 06 MATURED TRADE-IN 0.00 0.00 0.00 0.00 0.00 0.00 0.05 07 MATURED NEW 13532.98 0.00 0.00 0.00 0.00 13532.98 0.10 11 PREMIER RENTAL 36608.16 2787.68 2787.72 2409.69 68351.39 115732.79 0.00 15 OPEN ACCT NON-MAC 66058.26 0.00 0.00 0.00 0.00 66058.26 0.10 GRAND TOTAL 116199.87 2787.68 2787.72 2409.72 68351.39 195324.03 - (((( INTEREST RECAP SECTION )))) CREDIT LINE PRIOR MONTH (S) INT CURRENT MONTH INT 06 MATURED TRADE-IN 364.27 0.00 07 MATURED NEW 5986.09 174.13 11 PREMIER RENTAL 4974.74 1082.69 15 OPEN ACCT NON-MAC 2497.22 849.97 GRAND TOTAL 13822.32 2106.79 SPECIAL RFMS TIER RATE PROGRAM (RFMS +60%) RATE P+.2% *Applies to qualifying credit lines PHELPS ENTERPRISE LLC 41500 WOLVERINE RD BLDG 102 SHAWNEE OK 74804 CNH INDUSTRIAL CAPITAL AMERICA DEALER STATEMENT - FAST DUE RECEIVABLES DEALER- 01 U00W ON3330 MAIN DEALER- 01 U00W ON3330 INVOICE NUMBER INV IDENTIFICATION NO. (PIN) DATE CO-250806-P7 083125 CO-250906-P7 093025 CO-251006-P7 103125 CREDIT LINE 06, MATURED TRADE-IN MATURED TRADE-IN MATURED TRADE-IN MATURED TRADE-IN ORIGINAL BALANCE 164.98 158.10 41.19 INTEREST/MATURITY 000000 090125 000000 100125 000000 110125 PAST DUE AMOUNT 164.98 158.10 41.19 UNPAID BALANCE 164.98 158.10 41.19 364.27 CREDIT LINE 07, MATURED NEW PREMIER RENTAL PREMIER RENTAL PREMIER RENTAL PREMIER RENTAL PREMIER RENTAL PREMIER RENTAL PREMIER RENTAL PREMIER RENTAL ORIGINAL BALANCE 5,610.31 120.08 80.27 175.43 19,001.84 INTEREST/MATURITY 000000 090125 000000 110125 000000 120125 000000 010126 050124 120125 PAST DUE AMOUNT 5,610.31 120.08 80.27 175.43 13,532.98 UNPAID BALANCE 5,610.31 120.08 80.27 175.43 13,532.98 19,519.07 CREDIT LINE 11, PREMIER RENTAL OPEN ACCT NON-MACH/P OPEN ACCT NON-MACH/P OPEN ACCT NON-MACH/P OPEN ACCT NON-MACH/P OPEN ACCT NON-MACH/P RTN NSF AUTH#100275 RTN NSF AUTH#100281 BMS MONTHLY FEE DOCUMENT MGMT CTR-NH DOCUMENT MGMT CTR-NH ORIGINAL BALANCE 357.48 365.32 918.10 856.32 25,434.98 50,555.06 50,555.06 125.25 962.46 962.46 INTEREST/MATURITY 000000 100125 000000 110125 000000 120125 000000 010126 090125 090125 090125 110125 090125 090125 090125 090125 090125 090125 090125 090125 PAST DUE AMOUNT 357.48 365.32 918.10 856.32 13,453.03 50,555.06 50,555.06 125.25 962.46 962.46 UNPAID BALANCE 357.48 365.32 918.10 856.32 13,453.03 50,555.06 50,555.06 125.25 962.46 962.46 68,555.48 GRAND TOTAL 130,022.19 209,146.35 PHELPS ENTERPRISE, LLC 41500 WOLVERINE RD BLDG 102 SHAWNEE 74804 CNH INDUSTRIAL CAPITAL AMERICA DEALER STATEMENT - RECEIVABLE DETAIL ACTIVITY PROCESSED DURING THE PERIOD 01/01/26 - 01/31/26 CURRENCY: U.S. $ MAIN DEALER- 01 U00W ON3330 DEALER- 01 U00W ON3330 INVOICE NUMBER PAYPLAN INVOC DT/ DESCRIPTION / ORIG BAL INT DATE MAT DATE PAST DUE AMOUNT CURR DUE AMOUNT FUTURE DUE 31-60 UNPAID BALANCE COMMENTS IDENTIFICATION NO (PIN) CO-250806-P7 083125 MATURED TRADE-IN 000000 164.98 164.98 99000000 090125 CO-250906-P7 093025 MATURED TRADE-IN 000000 158.10 158.10 99000000 CO-251006-P7 103125 MATURED TRADE-IN 000000 41.19 41.19 99000000 110125 CREDIT LINE 06, MATURED TRADE-IN 364.27 0.00 0.00 364.27 CO-250807-P7 083125 MATURED NEW 000000 5610.31 5610.31 99000000 5,610.31 090125 CO-251007-P7 103125 MATURED NEW 000000 120.08 120.08 99000000 120.08 110125 CO-251107-P7 113025 MATURED NEW 000000 80.27 80.27 99000000 80.27 120125 CO-251207-P7 123125 MATURED NEW 000000 175.43 175.43 99000000 175.43 010126 CO-260107-P7 013126 MATURED NEW 000000 174.13 174.13 99000000 06-271110-A1 053123 AT WORKMASTER 25S 050124 13532.98 PD INT 15.15% 174.13 99000000 19,001.84 120125 INT TO DATE 2778.20 LSM0W25SLP0020771 CREDIT LINE 07, MATURED NEW 19519.07 174.13 0.00 19693.20 CO-250811-P7 083125 PREMIER RENTAL 000000 997.52 997.52 99000000 090125 CO-250911-P7 093025 PREMIER RENTAL 000000 953.01 953.01 99000000 100125 CO-251011-P7 103125 PREMIER RENTAL 000000 986.02 986.02 99000000 110125 PHelps ENTERPRISE LLC 41500 WOLVERTINE RD BLDG 102 SHAWNEE OK 74804 CNH INDUSTRIAL CAPITAL AMERICA DEALER STATEMENT - RECEIVABLE DETAIL ACTIVITY PROCESSED DURING THE PERIOD 01/01/26 - 01/31/26 CURRENCY: U.S. $ DEALER- 01 U00W ON3330 MAIN DEALER- 01 U00W ON3330 INVOICE NUMBER INVc DT / PAYPLAN IDENTIFICATION NO (PIN) DESCRIPTION / ORIG BAL INT DATE MAT DATE PAST DUE AMOUNT CURR DUE AMOUNT FUTURE DUE 31-60 UNPAID BALANCE COMMENTS CO-2511111-P7 113025 PREMIER RENTAL 9900000 000000 958.29 120125 958.29 CO-2512111-P7 123125 PREMIER RENTAL 9900000 000000 1079.90 010126 1079.90 CO-2601111-P7 013126 PREMIER RENTAL 9900000 000000 1,079.90 020126 1082.69 CO-2608051-T3 053123 AT-T25S-W3N008320 9900000 053123 1889.95 050126 377.99 3401.95 PD INT 15.15% 24.32 PM INT 9.50% 12.20 INT TO DATE 2222.40 06-208051-T3 053123 AT-T25S-W3N008320 9900000 053123 13,229.69 050126 377.99 3401.95 PD INT 15.15% 24.32 PM INT 9.50% 12.20 INT TO DATE 2222.40 LSMOW25SCN0018320 113022 22670.23 PD INT 15.15% 291.70 INT TO DATE 11932.77 06-106935-T3 113022 AT-T475-VMAN00988 9900000 49,921.43 112825 ELRT4075VMAN00988 49,921.43 112825 06-318581-T3 063024 AT-WM75-KPAX00975 9900000 063024 4753.00 950.60 31916.71 PD INT 15.15% 50.50 PM INT 9.25% 219.91 INT TO DATE 5968.46 ELRT4S75KPAX00975 063024 4753.00 950.60 31916.71 PD INT 15.15% 50.50 PM INT 9.25% 219.91 INT TO DATE 5968.46 06-422440-T3 123124 AT-490P-HRLE50546 9900000 123124 7295.45 1459.09 57743.90 PD INT 15.15% 78.12 PM INT 9.25% 405.94 INT TO DATE 6618.49 ELRT5090HRLE50546 123124 7295.45 1459.09 57743.90 PD INT 15.15% 78.12 PM INT 9.25% 405.94 INT TO DATE 6618.49 CREDIT LINE 11, PREMIER RENTAL 41583.37 3870.37 2787.68 121790.22 PHELPS ENTERPRISE LLC 41500 WOLVERINE RD BLDG 102 SHAWNEE OK 74804 CNH INDUSTRIAL CAPITAL AMERICA DEALER STATEMENT - RECEIVABLE DETAIL DEALER- 01 U00W ON3330 MAIN DEALER- 01 U00W ON3330 CURRENCY: U.S. $ PAGE: 5 ACTIVITY PROCESSED DURING THE PERIOD 01/01/26 - 01/31/26 INVOICE NUMBER INVOICE DATE ORIGINAL BALANCE DESCRIPTION NONPARTS CO-250915-P7 093025 357.48 OPEN ACCT NON-MACH/P CO-251015-P7 103125 365.32 OPEN ACCT NON-MACH/P CO-251115-P7 113025 918.10 OPEN ACCT NON-MACH/P CO-251215-P7 123125 856.32 OPEN ACCT NON-MACH/P CO-260115-P7 013126 849.97 OPEN ACCT NON-MACH/P C5-110462-M6 082525 25434.98 RIN NSF AUTH#100275 C5-1113190-M6 102125 50555.06 RTN NSF AUTH#100281 C5-154566-M6 082525 125.25 BMS MONTHLY FEE 10-412449-M6 081325 962.46 DOCUMENT MGMT CTR-NH 10-416742-M6 082125 962.46 DOCUMENT MGMT CTR-NH (interesting numbers from lines above) 000000 100125 357.48 000000 110125 365.32 000000 120125 918.10 000000 010126 856.32 000000 020126 849.97 090125 090125 13453.03 090125 090125 50555.06 110125 110125 125.25 090125 090125 125.25 090125 090125 962.46 090125 090125 962.46 090125 090125 68555.48 CREDIT LINE 15, OPEN ACCT NON-MACH/PARTS INTEREST/ MATURITY PAST DUE CURRENT DUE FUTURE DUE 31 - 60 UNPAID BALANCE PHELOPS ENTERPRISE LLC 41500 WOLVERINE RD BLDG 102 SHAWNEE OK 74804 CNH INDUSTRIAL CAPITAL AMERICA DEALER STATEMENT - RECEIVABLE DETAIL ACTIVITY PROCESSED DURING THE PERIOD 01/01/26 - 01/31/26 CURRENCY: U.S. $ DEALER- 01 U00W ON3330 MAIN DEALER- 01 U00W ON3330 PARTS SUNDRY AMOUNT PAST DUE CURRENT DUE 31 – 60 FUTURE DUE UNPAID BALANCE (( (( CREDIT LINE 15, SUMMARY )))) (NON PARTS ) NEW INVOICES TOTAL 0.00 68555.48 849.97 0.00 849.97 0.00 68555.48 69405.45 ( PARTS ) NEW INVOICES TOTAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (TERM PARTS ) NEW INVOICES TOTAL 0.00 68555.48 849.97 0.00 849.97 0.00 68555.48 69405.45 PHELPS ENTERPRISE LLC 41500 WOLVERINE RD BLDG 102 SHAWNEE OK INVOICE NUMBER CNH INDUSTRIAL CAPITAL AMERICA DEALER STATEMENT - PRIOR MONTH ACTIVITY DEALER - 01 U00W ON3330 MAIN DEALER- 01 U00W ON3330 PAGE: 7 ACTIVITY PROCESSED DURING THE PERIOD 01/01/26 - 01/31/26 CURRENCY: U.S. $ TRANSACTION DESCRIPTION AMOUNT COMMENTS ((( NEW RECEIVABLES SECTION ))) CO-260107-P7 013126 DM N3330 CREDIT LINE 07, MATURED NEW 174.13 MATURED NEW CO-260111-P7 013126 DM N33330 CREDIT LINE 11, PREMIER RENTAL 1,082.69 PREMIER RENTAL DETAIL IS AVAILABLE IN RECEIVABLE DETAIL SECTION CREDIT LINE 15, OPEN ACCT NON-MACH/PARTS 849.97 ***REPORTBREAK***