MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTS
Exhibit 10.2
MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTS
This MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTS (this “Master Reaffirmation”) is made as of January 20, 2017, by and among WILLDAN GROUP, INC., a Delaware corporation (the “Borrower”), the other parties executing this Master Reaffirmation under the heading “Debtors” (the Borrower and such other parties are collectively referred to herein as the “Debtors” and each individually as a “Debtor”), and BMO XXXXXX BANK N.A., a national banking association (the “Bank”), as the lender. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Amended and Restated Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into that certain Credit Agreement dated as of March 24, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Prior Credit Agreement”), pursuant to which, among other things, the Bank made certain loans and other financial accommodations to the Borrower, subject to the terms and conditions set forth therein;
WHEREAS, each of the Debtors has reviewed, consented to and executed various agreements, documents and instruments in connection with the Prior Credit Agreement, including but not limited to, the “Collateral Documents” (as defined in the Prior Credit Agreement) (collectively, the “Existing Collateral Documents”);
WHEREAS, the Borrower, the Guarantors and the Bank have agreed to amend and restate the Prior Credit Agreement pursuant to that certain Amended and Restated Credit Agreement dated as of January 20, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), without constituting a novation;
WHEREAS, each Debtor shall derive both direct and indirect additional benefits from the loans and other financial accommodations (collectively, the “Loans”) made pursuant to or otherwise evidenced or governed by the Amended and Restated Credit Agreement;
WHEREAS, it is a condition precedent to the effectiveness of the Amended and Restated Credit Agreement that each Debtor enter into this Master Reaffirmation to acknowledge and agree that the Existing Collateral Documents, and the liens, security interests and guarantees granted and issued thereunder, secure and guaranty the Obligations, Hedging Liability, and Bank Product Obligations under the Amended and Restated Credit Agreement;
NOW, THEREFORE, in consideration of the premises set forth herein and to induce the Bank to make the Loans pursuant to the Amended and Restated Credit Agreement, and to enter into and perform obligations under the Amended and Restated Credit Agreement and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of the undersigned hereby agrees as follows:
SECTION 1. AMENDMENTS TO THE EXISTING COLLATERAL DOCUMENTS.
1.01 All references in the Existing Collateral Documents to BMO Xxxxxx Bank N.A. as “Bank” (or words of similar import) shall be deemed to refer to BMO Xxxxxx Bank N.A. as Bank under the Amended and Restated Credit Agreement. All references in the Existing Collateral Documents to the “Loan” or “Loans” shall be deemed to refer to and include, but not be limited to, all Loans under the Amended and Restated Credit Agreement. All references in the Existing Collateral Documents to the “Obligations,” “Hedging Liability,” “Bank Product Obligations” or any other obligations, liabilities or indebtedness of any Loan Party owing from time to time to the “Bank” or the “Secured Party” (or words of similar import) shall refer to, and for all purposes shall be deemed and construed to refer to, without limitation, the Obligations, Hedging Liability, and Bank Product Obligations, respectively, under the Amended and Restated Credit Agreement. Without limiting the generality of the foregoing, it is expressly understood and agreed that the Obligations shall include, and the Liens on the Collateral shall secure, payment of the Loans, including, but not limited to, the additional loans, all accrued and unpaid interest thereon and all other amounts due and payable in respect thereof. All references in the Existing Collateral Documents to the “Credit Agreement” (or words of similar import) shall refer to, and for all purposes shall be deemed and construed to refer to, the Amended and Restated Credit Agreement. All references in the Existing Collateral Documents to the “Collateral Documents” shall refer to, and for all purposes shall be deemed and construed to refer to, the Collateral Documents, including, but not limited to, any Collateral Documents delivered in connection with the Amended and Restated Credit Agreement.
1.02. Schedules A through F of the Security Agreement are hereby amended by deleting such schedules in their entirety and substituting therefor the replacement schedules attached hereto as Exhibit A (such amended and substituted schedules, the “Amended Security Schedules”).
SECTION 2. REAFFIRMATION.
Each Debtor, as debtors, grantors, pledgors, guarantors, mortgagors, assignors, as applicable, or in other similar capacities in which any such Debtor grants liens or security interests in its properties or otherwise act as accommodation parties or guarantors, as the case may be, in any case under the Existing Collateral Documents, hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each such Existing Collateral Document to which it is a party and, to the extent such Debtor granted liens on or security interests in any of its properties pursuant to any such Existing Collateral Documents as security for the Obligations under or with respect to the Prior Credit Agreement or the Amended and Restated Credit Agreement, any Hedging Liability and any Bank Product Obligations, each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees that such liens and security interests hereafter secure all of the Obligations, Hedging Liability, and Bank Product Obligations, including, without limitation, all additional Obligations, Hedging Liability, and Bank Product Obligations resulting from the Amended and Restated Credit Agreement, in each case as if each reference in such Existing Collateral Documents to the obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Amended and Restated Credit Agreement, any Hedging Liability and any Bank Product
Obligations. Each Debtor hereby acknowledges receipt of a copy of the Amended and Restated Credit Agreement and hereby consents to the terms and conditions of the Amended and Restated Credit Agreement, subject to the limitations, if any, set forth therein, and each Debtor hereby acknowledges that each of the Existing Collateral Documents remains in full force and effect and is hereby ratified and confirmed. The execution of this Master Reaffirmation shall not operate as (i) a novation of any of the “Obligations,” “Hedging Liability,” “Bank Product Obligations,” “Secured Obligations,” or any other obligations, liability or indebtedness under the Prior Credit Agreement or the Amended and Restated Credit Agreement or the Existing Collateral Documents or (ii) a waiver of any right, power or remedy of the Bank, nor constitute a waiver of any provision of any of the Existing Collateral Documents.
SECTION 3. MISCELLANEOUS.
3.01. This Master Reaffirmation shall be binding upon each Debtor and upon its respective successors and assigns and shall inure to the benefit of the Bank and its respective successors and assigns. The successors and assigns of such entities shall include, without limitation, their respective receivers, trustees, or debtors-in-possession.
3.02. The Debtors hereby agree from time to time, upon reasonable request, by the Bank, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Bank may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Master Reaffirmation and the Existing Collateral Documents.
3.03. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof. All references to the singular shall be deemed to include the plural and vice versa where the context so requires.
3.04. THIS MASTER REAFFIRMATION SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
3.05. Wherever possible, each provision of this Master Reaffirmation shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Master Reaffirmation shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Master Reaffirmation.
3.06. This Master Reaffirmation represents the final agreement of the Debtors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or prior or subsequent oral agreements, among any of the Debtors, the Bank.
3.07. This Master Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Master Reaffirmation by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Master Reaffirmation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, this Master Reaffirmation has been duly executed by each of the undersigned as of the day and year first set forth above.
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“DEBTORS” | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chief Executive Officer |
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ELECTROTEC OF NY ELECTRICAL INC. | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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PUBLIC AGENCY RESOURCES | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN ENERGY SOLUTIONS | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN ENGINEERING | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
[Signature Page to Master Reaffirmation of and Amendment to Collateral Documents]
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WILLDAN ENGINEERS AND CONSTRUCTORS | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN FINANCIAL SERVICES | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN HOMELAND SOLUTIONS | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN INFRASTRUCTURE | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN LIGHTING & ELECTRIC, INC. | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
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WILLDAN LIGHTING & ELECTRIC OF CALIFORNIA | |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name Xxxxxx X. Xxxxxxx |
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Title Chairman of the Board |
[Signature Page to Master Reaffirmation of and Amendment to Collateral Documents]
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WILLDAN LIGHTING & ELECTRIC OF WASHINGTON, INC. | ||
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By |
/s/ Xxxxxx X. Xxxxxxx | |
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Name Xxxxxx X. Xxxxxxx | |
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Title Chairman of the Board | |
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GENESYS ENGINEERING, P.C. | ||
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By |
/s/ Xxxxx XxXxxxxxxx | |
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Name |
Xxxxx XxXxxxxxxx |
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Title |
Treasurer |
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ABACUS RESOURCE MANAGEMENT COMPANY | ||
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By |
/s/ Xxxxxx X. Xxxxxxx | |
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Name |
Xxxxxx X. Xxxxxxx |
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Title |
Chairman of the Board |
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[Signature Page to Master Reaffirmation of and Amendment to Collateral Documents]
ACKNOWLEDGED AND ACCEPTED as of the date first written above:
BMO XXXXXX BANK N.A., as Bank
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By: |
/s/ Xxxxx Xxxxxxxxxx |
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Name: Xxxxx Xxxxxxxxxx | |
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Title: Director | |
[Signature Page to Master Reaffirmation of and Amendment to Collateral Documents]
EXHIBIT A
SCHEDULE A
LOCATIONS
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COLUMN 1 |
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COLUMN 2 |
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COLUMN 3 |
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NAME OF DEBTOR (AND STATE OF ORGANIZATION AND ORGANIZATIONAL REGISTRATION NUMBER) |
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CHIEF EXECUTIVE OFFICE (AND NAME OF RECORD OWNER OF SUCH LOCATION) |
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ADDITIONAL PLACES OF BUSINESS AND COLLATERAL LOCATIONS (AND NAME OF RECORD OWNER OF SUCH LOCATIONS) |
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(DE; 4108121) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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0000 Xxxxxx Xxxx Xxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000-0000 (Record Owner: Xxxxxxx II, LLC)
000 Xxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: 000 Xxxxx Xxxxx Limited Partnership)
00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 (Record Owner: QBE Reinsurance Corp) |
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Electrotec of NY Electrical Inc. (NY; 140310010019) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Public Agency Resources (CA; 2708221) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Willdan Energy Solutions (CA; 2565945) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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000 Xxxxx Xxxxxx Xxxxxx Xxxxx, XX 00000 (Record Owner: Xxxxxx X. & Xxxxxxx Xxxxxx, Trustee of the Xxxxxx Family Trust)
0000 Xxxxxxxxxx Xxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 (Record Owner: NPC Holdings, LLC) |
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0000 Xxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000-0000 (Record Owner: Kearny Mesa Office Center, LLC)
0000 Xxxxxx Xxx, 0xx Xxxxx Xxxxxxxx, XX 00000 (Record Owner: Regus Management Group, LLC)
0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 (Record Owner: Briarhollow LLC)
00000 00xx Xxxxxx XX Xxxxxxxx X Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Teachers Insurance & Annuity Association of America) |
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Willdan Engineering (CA; 471566) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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0000 Xxxx Xxxxxxxx Xxx Xxxxx X000 Xxxxxxx, XX 00000-0000 (Record Owner: Plaza Squaw Peak LLC)
0000 X. Xxxxxxx Xxxxxx Xxxxx X Xxxxxxx XX 00000-0000 (Record Owner: RREEF America REIT II Portfolio, L.P.)
0000 Xxxxxx Xxxxxx Xxxxx 000 Xxxxxx, XX 00000-0000 (Record Owner: X.X. Xxxxxxxxx Investors)
00000 Xxxxxxxxxx Xxxx Xxxxx Xxxxx 000 Xxxxxxxx, XX 00000-0000 (Record Owner: RR&C Development Company and Redlands Joint Venture LLC)
0000 Xxxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Northern Valley Catholic Social Service, Inc)
0000 Xxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 (Record Owner: Xxx Xxx Xxx, Limited) |
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000 X. Xxxxxxxxxxx Xxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-0000 (Record Owner: Rancon Realty Fund V Subsidiary, LLC)
000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Sespe Consulting)
0000 X. Xxxxx Xxxx Xxxxx 0000 Xxxxxxxxx, XX 00000 (Record Owner: Pecos I-215 Executive Suites, LLC) |
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Willdan Engineers and Constructors (CA; 3122393) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Willdan Financial Services (CA; 1439686) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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0000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Park Plaza Oakland LP)
00000 Xxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000-0000 (Record Owner: LBUBS 0000-X0 Xxx Xxxxxxxxx Limited Partnership)
000 Xxxxx Xxxxxx Xxx Xxxxx 0000 Xxxxxxx, XX 00000 (Record Owner: Xxxxxx X. BAaird & Co. Incorporated)
0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 (Record Owner: Link Locale) |
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Willdan Homeland Solutions (CA; 2707895) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Willdan Infrastructure (CA; 3619121) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Willdan Lighting & Electric, Inc. (DE; 5130259) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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000 Xxxxx Xxx Xxxxx Xxxxxx Xxxxx X Xxxxxxxxx, XX 00000 (Record Owner: Harco Industries U.S.A., Inc.)
000 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 (Record Owner: Metro Middlesex Limited Partnership) |
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Willdan Lighting & Electric of California (CA; 3584997) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Willdan Lighting & Electric of Washington, Inc. (WA; 603321769) |
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0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000-0000 (Record Owner: Metroplex Office Investors, LP) |
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Abacus Resource Management Company (WA; 23790942) |
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00000 XX Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxx 00000 Owner: American Property Management |
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Genesys Engineering, P.C. (NY: 3075723) |
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000 0xx Xxxxxx Xxxxxx, Xxx Xxxx 00000 (6295th Avenue Realty LLC 0000 Xxxxxxxxxxx Xxx, Xxx. 000 Xxxxxxxx, XX 00000) |
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00 Xxxxxx Xxxx Xxxxxxxx, XX (Historic Properties Preservation, LLC 12401 00 Xxxxxx Xxxxxx Xxxxxxxx, XX 12401) |
SCHEDULE B
OTHER NAMES
A. PRIOR LEGAL NAMES
Willdan Group, Inc.: Willdan Group of Companies
Willdan Engineer: Xxxxxx Geotechnical, Willdan Geotechnical, Willdan Resource Solutions
Abacus Resource Management Company: Abacus Energy Services Company
B. TRADE NAMES
None.
SCHEDULE C
INTELLECTUAL PROPERTY RIGHTS
FEDERAL TRADEMARK REGISTRATIONS
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DEBTOR |
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MARKS |
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REG. NO. |
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GRANTED |
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3294052 |
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9/18/2007 | ||
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WWWW Willdan Group, Inc. |
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3294051 |
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9/18/2007 | |
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The Willdan Group of Companies |
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3287962 |
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9/4/2007 | |
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W |
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3317457 |
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10/23/2007 | |
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Willdan Group, Inc. |
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W |
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3867937 |
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10/26/2010 |
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Willdan Group, Inc. |
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Extending Your Reach |
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3867936 |
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10/26/2010 |
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Willdan Group, Inc. |
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Willdan |
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3867935 |
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10/26/2010 |
U.S. PATENT NUMBERS
None.
U.S. COPYRIGHT NUMBERS
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DEBTOR |
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UNITED STATES |
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TITLE OF COPYRIGHT |
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REG. DATE / |
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Willdan Financial Services |
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TXu001321711 |
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Computer File |
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2006-11-13 |
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Willdan Engineering |
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TXu001334600 |
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Computer File |
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2006-11-13 |
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Willdan Group, Inc. |
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TX0002785608 |
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Text |
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1990-03-27 |
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Willdan Group, Inc. |
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TX0001117648 |
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Text |
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1983-02-16 |
SCHEDULE D
REAL ESTATE LEGAL DESCRIPTIONS
1. 00000 XX Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxx 00000 (Lease)
SCHEDULE E
INVESTMENT PROPERTY AND DEPOSITS
A. INVESTMENT PROPERTY
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NAME OF DEBTOR |
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NAME OF |
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TYPE OF |
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JURISDICTION OF |
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NO. OF ISSUED |
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CERTIFICATE |
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PERCENTAGE |
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Willdan Lighting & Electric of California |
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Electrotec of NY Electrical Inc. |
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Corporation |
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New York |
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1 |
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1 |
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100 |
% |
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Willdan Group, Inc. |
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Public Agency Resources |
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Corporation |
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California |
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100 |
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1 |
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100 |
% |
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Willdan Group, Inc. |
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Willdan Energy Solutions |
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Corporation |
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California |
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1,000,000 |
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1 |
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100 |
% |
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Willdan Group, Inc. |
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Willdan Engineering |
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Corporation |
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California |
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100 |
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121 |
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100 |
% |
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Willdan Group, Inc. |
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Willdan Engineers and Constructors |
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Corporation |
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California |
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1 |
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1 |
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100 |
% |
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Willdan Group, Inc. |
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Willdan Financial Services |
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Corporation |
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California |
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10,000 |
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11 |
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100 |
% |
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|
|
|
|
Willdan Group, Inc. |
|
Willdan Homeland Solutions |
|
Corporation |
|
California |
|
100 |
|
1 |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willdan Group, Inc. |
|
Willdan Infrastructure |
|
Corporation |
|
California |
|
1 |
|
1 |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willdan Energy Solutions |
|
Willdan Lighting & Electric, Inc. |
|
Corporation |
|
Delaware |
|
1 |
|
1 |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willdan Energy Solutions |
|
Willdan Lighting & Electric of California |
|
Corporation |
|
California |
|
100 |
|
1 |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willdan Energy Solutions |
|
Willdan Lighting & Electric of Washington, Inc. |
|
Corporation |
|
Washington |
|
100 |
|
1 |
|
100 |
% |
B. DEPOSITS
***
SCHEDULE F
COMMERCIAL TORT CLAIMS
None.
