UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF INDIANA

SOUTH BEND DIVISION

1ST SOURCE BANK, )

)

Plaintiff, )

)

v. ) CASE NO.

)

JOAQUIM SALLES LEITE NETO and )

WELLS FARGO BANK NORTHWEST, )

NATIONAL ASSOCIATION, solely )

as Owner Trustee under a Trust Agreement )

Dated as of June 25, 2009, )

)

Defendants. )

COMPLAINT

The Plaintiff, 1st Source Bank (“1st Source”), for its Complaint against the Defendants

states as follows:

Parties, Jurisdiction, and Venue

1. 1st Source is a state bank organized and existing under the laws of Indiana, which

maintains its principal place of business in South Bend, Indiana.

2. Defendant Joaquim Salles Leite Neto (“Joaquim”) is a citizen of the Federative

Republic of Brazil.

3. Wells Fargo Bank Northwest, National Association, named as a Defendant not in

its individual capacity but solely as Owner Trustee under a Trust Agreement Dated as of June 25,

2009 (the “Trust”). 4. The Owner Trustee is a national banking association chartered in a state other

than Indiana, which maintains its principal place of business in Utah.

5. The situs of the Trust is the State of Utah.

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6. This Court has jurisdiction over the subject of this matter under 28 U.S.C. § 1332

because there is complete diversity of citizenship between the parties, and the amount in

controversy (as described below) exceeds $75,000.00, exclusive of interest and costs.

7. Venue in the Northern District of Indiana and the South Bend Division is proper

under 28 U.S.C. § 13919b) and 28 U.S.C. § 94(a)(2). A substantial part of the events or

omissions giving rise to 1st Source’s claim occurred in St. Joseph County, Indiana. Moreover,

1st Source and the Defendants have contractually agreed that any litigation between then must be

venued in St. Joseph County, Indiana. Further, under 28 U.S.C. § 1391(c)(3), Joaquim may be

sued in any judicial district.

The Loan Obligation

8. The Owner Trustee executed a PROMISSORY NOTE – Term dated January 28,

2011, in the original principal amount of $6,000,00.00 plus fees of $60,000.00, for a total of

$6,060,000.00 (the “Note”). A true and accurate copy of the Note, identified by 1st Source as

Loan No. 990009369442, is attached as Exhibit No. 1. 9. The Note was executed and delivered under the terms of a Loan and Security

Agreement entered into by 1st Source and the Owner Trustee, dated January 28, 2011, a true and

accurate copy of which is attached as Exhibit No. 2. 10. Section 11 of the Loan and Security Agreement provides that any disputes

between 1st Source and the Owner Trustee may be brought in a court of competent jurisdiction

located in St. Joseph County, Indiana, and that the Owner Trustee irrevocably consents and

submits itself to jurisdiction in any such court.

11. Joaquim personally guaranteed the Owner Trustee’s obligations under the Note.

12. Joaquim executed a Guarantee, a true and accurate copy of which is attached as

Exhibit No. 3.

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13. Under the Guarantee, Joaquim unconditionally guarantees to 1st Source payment

of the Note in full when due, of the obligations to 1st Source evidenced by the Note and the Loan

and Security Agreement.

14. Under Section 3.02 of the Guarantee, Joaquim agreed that any judicial

proceedings shall be brought in federal district court in South Bend, Indiana.

The Note is in Default

15. The Owner Trustee is in default on its obligations under the Note.

16. On October 9, 2014, 1st Source issued a DEMAND AND ACCELERATION NOTICE

directed to the Owner Trustee and Joaquim, a true and accurate copy of which is attached as

Exhibit No. 4. 17. 1st Source accelerated the balance due under the Note.

18. After the balance due under the Note was accelerated, 1st Source received a

payment of $66,472.91 on December 29, 2014. 19. As of June 9, 2015, the total balance of principal, interest, late fees and other

amounts due under the Note was $4,659,644.26.

20. Interest will continue to accrue at the rate of $666.82 per day for each day after

June 9, 2015.

21. Under the Note, the Loan and Security Agreement, and the Guarantee, 1st Source

is entitled to recover its attorneys’ fees, litigation expenses, and costs.

THEREFORE, 1st Source requests the entry of a judgment in the amount of

$4,659,644.26 plus interest from June 10, 2015 through the date of judgment and all other

charges due or to become due under the Note, against Joaquim Salles Leite Neto and Wells

Fargo Bank Northwest, National Association (not in its individual capacity, but solely as Owner

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Trustee under the Trust Agreement Dated June 25, 2009), jointly and severally, and for all other

appropriate relief.

BARNES & THORNBURG LLP

By /s/ Timothy J. Abeska

Timothy J. Abeska (3998-71)

Alice J. Springer (25105-64)

700 1st Source Bank Center

100 North Michigan Street

South Bend, Indiana 46601-1632

Telephone: (574) 233-1171

Facsimile: (574) 237-1125

ATTORNEYS FOR PLAINTIFF

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