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EXHIBIT 10.39
SECURITY AGREEMENT
THIS SECURITY AGREEMENT, dated as of March 1, 1985 ("Security Agreement"),
is executed by XXXXXXX XXXX & ASSOCIATES, a California limited partnership
("Debtor"), for the benefit of XXXXX FARGO BANK, N.A., a national banking
association ("Bank"), and BANK ONE TRUST COMPANY, N.A., a national banking
association ("Trustee"), Bank and Trustee being collectively referred to herein
as "Secured Party."
WHEREAS, the Development Authority of DeKalb County (the "Issuer") and
Radiation Sterilizers, Incorporated, a California corporation ("RSI"), have
entered into a Loan Agreement as of even date herewith (the "Loan Agreement")
whereby the Issuer has agreed to issue bonds (the "Bonds") in the aggregate
principal amount of $5,250,000.00 and to lend the proceeds thereof to RSI to
finance the construction and operation of an industrial facility in DeKalb
County, Georgia, for the sterilization of packaged products using ionizing
radiation; and
WHEREAS, Bank is issuing a Letter of Credit (the "Letter of Credit") as
security for the obligations of RSI with regard to the Bonds and RSI is
executing, in connection therewith, a Letter of Credit Agreement (the
"Reimbursement Agreement") and various other documents defined in the
Reimbursement Agreement (and herein) as the "Loan Documents"; and
WHEREAS, Debtor has executed a General Continuing Guaranty of even date
herewith (the "Guaranty") pursuant to which Debtor has guaranteed all of the
obligations of RSI to Bank arising from or in connection with the Letter of
Credit, the Reimbursement Agreement or the other Loan Documents; and
WHEREAS, Debtor, pursuant to those certain deeds of trust dated as of even
date herewith (the "Deeds of Trust"), executed by Debtor, as trustor, in favor
of Secured Party, as beneficiary, has granted liens on the parcels of real
property described in Exhibit "A" hereto (the "Properties"), as security for
Debtor's obligations under the Guaranty; and
WHEREAS, in order to induce Bank to issue its Letter of Credit, Debtor has
agreed to enter into this Security Agreement in order to secure the payment and
performance required under the Guaranty;
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NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein, Debtor hereby agrees as follows:
1. Grant of Security Interest. To secure the payment and performance by
RSI of all obligations and indebtedness to Trustee under the Loan Agreement and
all related agreements, the Deeds of Trust and this Security Agreement, and the
payment and performance by Debtor of all obligations and indebtedness to Bank
under the Guaranty, the Deeds of Trust and this Security Agreement, whether such
obligations and indebtedness are now existing or owing or are hereafter incurred
or are absolute or contingent (the "Obligations"), Debtor hereby grants, assigns
and transfers to Secured Party a continuing security interest in all of its
right, title and interest in and to the following described property (the
"Collateral"):
(a) All Debtor's present and future accounts, instruments, chattel
paper, notes, drafts, contract rights, governmental permits, rights to
payment of any kind, any insurance proceeds, condemnation proceeds, and
any general intangibles and inventory arising from or relating to any
Property;
(b) All Debtor's present and future equipment, machinery, tools,
furniture and furnishings, whether owned or leased by Debtor, now or
hereafter located at any Property or relating to any Property;
(c) All fixtures located upon or within any Property or now or
hereafter attached to, or installed in, or used in connection with any
Property including, but not limited to, any and all partitions;
generators; screens; awnings; motors; engines; boilers; furnaces; pipes;
plumbing; elevators; cleaning, call and sprinkler systems; fire
extinguishing apparatus and equipment; water tanks; heating, ventilating,
air-conditioning and air-cooling equipment; built-in refrigerated rooms
and gas and electric machinery, appurtenances and equipment; in each case
whether or not permanently affixed to that Property; together with all
present and future attachments, accessories, replacements, equipment,
additions and any proceeds thereof;
(d) All water stock, if any, relating to any Property and all shares
of stock or other evidence of ownership of any part of or interest in any
Property that is owned by Debtor in common with others;
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(e) All present and future trade marks and trade names, and all
present and future books and records pertaining to any Property or the
collateral described in subparagraphs (a) through (d) above, and the
equipment containing such books and records; and
(f) All proceeds and products of any of the foregoing, including
without limitation all monies, deposit accounts, insurance proceeds and
other tangible or intangible property received upon a sale or other
disposition of any of the foregoing.
2. Representations and Warranties of Debtor. Debtor hereby represents to
Secured Party that:
(a) Debtor is the true and lawful owner of and has good and clear
title to the Collateral, subject only to the rights of Secured Party
hereunder and to the rights of other lenders with respect to each security
interest ("Permitted Lien") granted by Debtor in conjunction with any lien
on the related Property that is described in the Reimbursement Agreement
as a "Permitted Encumbrance."
(b) This Security Agreement creates a valid security interest in
favor of Secured Party in the Collateral as it shall exist from time to
time, which security interest will, when perfected, be superior and prior
in right to all claims of creditors of Debtor and to all other security
interests, liens and encumbrances in respect thereof except the Permitted
Liens.
(c) There is no financing statement covering the Collateral on file
in any public office except those perfecting the Permitted Liens, and,
except for the Permitted Liens and the security interests which inure to
the benefit of Secured Party pursuant to this Security Agreement, there is
no adverse lien, security interest or encumbrance in or upon the
Collateral.
(d) Debtor's principal place of business and chief executive and
accounting offices are located at 0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx
000, Xxxxx Xxxx, Xxxxxxxxxx 00000.
3. Covenant by Debtor. Debtor hereby covenants in favor of Secured Party
that:
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(a) Prior to or simultaneously with Debtor's execution of the
Guaranty, Debtor will execute and cause to be filed in accordance with the
Commercial Code of the State of California, financing statements in form
and substance satisfactory to Secured Party, and thereafter will execute
and deliver such other documents (including but not limited to
continuation statements) as Secured Party may reasonably require in order
to perfect or maintain as perfected such security interests and, to the
extent so required by Secured Party, will give public notice of all such
transactions.
(b) Debtor shall notify Secured Party prior to changing its
principal place of business and chief executive and accounting offices
from the location set forth in Section 2(d) of this Security Agreement.
(c) Debtor shall at all times maintain the Collateral in good
repair, working order and condition and will from time to time make or
cause to be made all needed and proper replacements, repairs, renewals and
improvements so that the efficiency and value of the Collateral shall not
be impaired.
(d) Debtor will at all times keep accurate and complete records with
respect to the Collateral and agrees that the representatives of Secured
Party shall have the right, at any time during normal business hours or at
any other reasonable time, and from time to time, to call at Debtor's
place or places of business where the Collateral or any part thereof may
be held or located or the records pertaining to the Collateral may be kept
and to inspect the Collateral and/or examine or cause to be examined such
records and to make abstracts therefrom or copies thereof; in addition,
Debtor shall furnish Secured Party with periodic reports as to the
Collateral, in such form and detail and at such times as Secured Party may
require.
(e) Monies received because of any court or arbitration award or
settlement or insurance payment, for any loss or damage to the Collateral,
and proceeds from any condemnation award or settlement relating to the
Collateral shall be treated as provided in the Deed of Trust with regard
to the related Property.
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4. Notice to Secured Party.
(a) Debtor covenants that, as soon as practicable, and in any event
within 10 days, it shall notify Secured Party of:
(i) The occurrence or non-occurrence of any event which
constitutes, or which with the passage of time would constitute, an
Event of Default under this Security Agreement;
(ii) Any attachment or other legal process levied against any
of the Collateral; and
(iii) Any information received by Debtor relevant to the
Collateral which may in any manner materially and adversely affect
the value of the Collateral or the rights and remedies of Secured
Party in respect thereto.
Any notice delivered pursuant to this Section 4(a) shall set forth the
nature of such event or non-event and the action which Debtor proposes to
take with respect thereto.
(b) Debtor covenants that it shall immediately notify Secured Party
of the removal of any of the Collateral to a new location and of each
office of Debtor at which records of Debtor relating to the Collateral are
kept.
5. Events of Default. The term Event of Default when used in this Security
Agreement shall mean any one or more of the following events:
(a) Any statement, representation or warranty made by Debtor
hereunder or in the Guaranty shall prove to be false, inaccurate or
incorrect in any material respect when made.
(b) Debtor shall fail to pay any amount owing under the Guaranty,
this Security Agreement or any Deed of Trust, within ten (10) days after
notice.
(c) Debtor shall fail to perform or observe any term, covenant or
agreement contained in the Guaranty, this Security Agreement or any Deed
of Trust the breach of which can be cured by the payment of money, within
ten (10) days after notice.
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(d) Debtor shall fail to perform or observe any term, covenant or
agreement contained in the Guaranty, this Security Agreement or any Deed
of Trust (other than terms, covenants or agreements the breach of which
can be cured by the payment of money) within thirty (30) days after
notice; provided, however, that if cure cannot reasonably be effected
within such thirty (30) day period there shall be no Event of Default
under this Section 5(d) so long as Debtor promptly (in any event, within
such thirty (30) day period) commences cure and thereafter diligently
prosecutes such cure to completion.
(e) Any statement, representation or warranty made by RSI for the
benefit of Trustee in the Loan Agreement or any related document shall
prove to be false, inaccurate or incorrect in any material respect when
made.
(f) RSI shall fail to pay any amount owing to Trustee under the Loan
Agreement or any related document within ten (10) days after notice.
(g) RSI shall fail to perform or observe any term, covenant or
agreement contained in the Loan Agreement or any related document the
breach of which can be cured by the payment of money, within ten (10) days
after notice.
(h) RSI shall fail to perform or observe any term, covenant or
agreement contained in the Loan Agreement or any related document (other
than terms, covenants or agreements the breach of which can be cured by
the payment of money) within thirty (30) days after notice; provided,
however, that if cure cannot reasonably be effected within such thirty
(30) day period there shall be no Event of Default under this Section 5(h)
so long as RSI promptly (in any event, within such thirty (30) day period)
commences cure and thereafter diligently prosecutes cure to completion.
6. Remedies on Default. Secured Party shall have the following remedies if
an Event of Default shall have occurred:
(a) Secured Party shall have the right to exercise all remedies and
powers provided to Secured Party in the Deeds of Trust.
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(b) Secured Party shall have the right to take whatever legal action
may appear necessary or desirable to collect the payments declared due
under this Security Agreement or the Guaranty.
(c) Secured Party shall have the right to exercise any remedies
granted to a secured party under the Commercial Code of the State of
California and the general laws of the State of California with respect to
the enforcement of the security interests granted or reserved hereunder.
(d) Secured Party may require Debtor to assemble all or any part of
the Collateral and make it available to Secured Party at any reasonably
convenient location.
(e) Secured Party shall have the right to exercise any and all other
rights and remedies which may be available at law or in equity.
Secured Party shall have the right to enforce one or more remedies
provided by this Section 6 successively or concurrently, and such action shall
not stop or prevent Secured Party from pursuing any further remedy which it may
have under this Section 6 or which is - described under said laws. Debtor shall
reimburse Secured Party for any and all legal costs, including reasonable
attorneys' fees, and other expenses incurred in collecting any sums payable by
Debtor pursuant to any Obligation secured hereunder, enforcing any term or
provision of this Security Agreement, checking, handling, preparing for sale,
collecting or selling the Collateral or in preparing or enforcing any agreement
relating thereto. If a sufficient sum is not realized from the disposition of
the Collateral to pay all of the Obligations, Debtor hereby promises and agrees
to pay Secured Party any deficiency.
7. Obligation of Debtor Unconditional. Debtor's requirements to perform
and observe the agreements and covenants on its part contained herein shall be
absolute and unconditional. Until such time as all payments under the Deeds of
Trust, this Security Agreement, the Guaranty and the Loan Agreement shall have
been made, Debtor (i) shall perform and observe all of its agreements and
covenants contained in this Security Agreement; and (ii) shall not terminate
this Security Agreement for any cause, including without limitation any acts or
circumstances that may constitute failure of consideration, destruction of, or
damage to, the Collateral, commercial frustration of purpose, any change in the
laws of the
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United States of America or of the State of California or any political
subdivision of either, or any failure of Secured Party to perform or observe any
agreement, whether express or implied, or any duty, liability or obligation,
arising out of or connected with this Security Agreement.
8. Entire Agreement; Waiver. This Security Agreement, together with those
provisions of the Guaranty and the Deeds of Trust alluded to herein, constitutes
the entire agreement between Debtor and Secured Party pertaining to the subject
matter contained herein. This Security Agreement may not be amended, changed,
modified, altered or terminated except by a written instrument signed by Secured
Party and Debtor.
9. Notices. All notices or communications herein required or permitted to
be given shall be in writing and shall be governed in all respects pursuant to
Section 16 of the Guaranty, except that notices to Trustee shall be governed by
the Loan Agreement,
10. Severability. In the event any provision of this Security Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision
hereof.
11. Section Headings. The subject headings and the sections and
subsections of this Security Agreement are included for purposes of convenience
only and shall not affect the construction or interpretation of any such
provisions.
12. Governing Law. This Security Agreement shall be construed in
accordance with and governed by the laws of the State of California.
13. Definitions. Unless otherwise defined, words used herein have the
meanings given them in the Commercial Code of California,
14. Execution of Counterparts. This Security Agreement may be
simultaneously executed in several counterparts, each of which shall be an
original, and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, Debtor has caused this Security Agreement to be
duly executed as of the date first written above.
"Debtor":
XXXXXXX XXXX & ASSOCIATES
a California limited partnership
By /s/ XXXXXXX X. XXXX XX.
-----------------------------------
Xxxxxxx X. Xxxx, Xx.,
its sole general partner
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EXHIBIT "A"
(14300-14390 Catalina Street)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon, situated in the City of
San Leandro, County of Alameda, State of California, and described as follows:
PARCEL ONE:
PARCEL A, PARCEL MAP NO. 2181, FILED JULY 29, 1977, BOOK 97 OF PARCEL MAPS, PAGE
72, ALAMEDA COUNTY RECORDS, AND BEING THE NORTHWESTERLY 415 FEET, RIGHT ANGLE
MEASUREMENTS AS MEASURED ALONG CATALINA STREET, OF PARCEL 2, OF PARCEL MAP NO.
2044, FILED DECEMBER l6, 1976, BOOK 94 OF PARCEL MAPS, PAGE 21, ALAMEDA COUNTY
RECORDS.
RESERVING FROM PARCEL ONE:
A. NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE NORTHWESTERLY LINE THEREOF BEING THE
NORTHWESTERLY LINE OF SAID PARCEL TWO OF PARCEL MAP NO. 2044.
B. A NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE SOUTHEASTERLY LINE THEREOF LYING SOUTHEASTERLY
415 FEET, RIGHT ANGLE MEASUREMENTS AS MEASURED ALONG CATALINA STREET, FROM THE
NORTHWESTERLY LINE OF SAID PARCEL TWO, OF PARCEL NO, 2044,
PARCEL TWO:
A NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE SOUTHERLY LINE THEREOF BEING THE NORTHWESTERN
LINE OF PARCEL TWO, PARCEL MAP NO. 2044 FILED DECEMBER 16, 1976, BOOK 94 OF
PARCEL MAPS, PAGE 21, ALAMEDA COUNTY RECORDS.
PARCEL THREE:
A NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE NORTHWESTERLY LINE THEREOF LYING SOUTHEASTERLY
415 FEET, RIGHT ANGLE MEASUREMENTS AS MEASURED ALONG CATALINA STREET, FROM THE
NORTHWESTERLY LINE OF PARCEL TWO, PARCEL MAP NO. 2044, FILED DECEMBER 16, 1976,
BOOK 94 OF PARCEL MAPS, PAGE 21, ALAMEDA COUNTY RECORDS.
ASSESSOR'S PARCEL NO. 080G-0932-030
EXHIBIT "A"
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EXHIBIT "A"
(0000 Xxxxx Xxxxxx)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
PARCEL 1:
XXX 0, XX XXXXX XX XXX XXX XX XXXXX 0000, FILED JUNE 10, 1969 IN BOOK 62 OF
MAPS, PAGE 14, ALAMEDA COUNTY RECORDS.
PARCEL 2:
AN EASEMENT FOR RAILWAY PURPOSES IN, ON, OVER, UNDER AND ALONG A PORTION OF XXX
0, XX XXXXX XX XXX XXX XX XXXXX 0000, FILED JUNE 10, 1969 IN BOOK 62 OF MAPS
PAGE 14, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WESTERN LINE OF SAID LOT 6, DISTANT THEREON NORTH 0
degrees 38' 41" WEST 40 FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE FROM SAID
POINT OF BEGINNING EASTERLY ALONG A LINE PARALLEL WITH AND PERPENDICULARLY
DISTANT NORTHERLY 40 FEET FROM THE SOUTHERN LINE OF SAID LOT 6, NORTH 89 degrees
21' 19" EAST 90 FEET TO A POINT THEREON; THENCE LEAVING SAID PARALLEL LINE NORTH
81 degrees 10' 57" WEST 91.241 FEET TO A POINT ON THE SAID WESTERN LINE OF LOT
6; THENCE SOUTHERLY ALONG LAST SAID LINE SOUTH 0 degrees 38' 41" EAST 15 FEET TO
THE POINT OF BEGINNING.
ASSESSOR'S PARCEL NOS. 439-0058-015-02
439-0058-015-01
EXHIBIT "A"
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EXHIBIT "A"
(0000 Xxxxx Xxxxxx)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
XXX 0, XX XXXXX XX XXX XXX XX "XXXXX 0000, C.C.&F. HAYWARD INDUSTRIAL CENTER,
CITY OF HAYWARD, ALAMEDA COUNTY, CALIFORNIA" FILED JUNE 10, 1969, IN MAP BOOK
62, PAGES 14 AND 15 ALAMEDA COUNTY RECORDS.
ASSESSOR'S PARCEL NO. 439-0058-016-02
EXHIBIT "A"
PAGE 3 OF 5
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EXHIBIT "A"
(00000 Xxxxxxx Xxxxxxxxx)
All that certain real property together with all appurtenances thereto and
all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
LOTS 3 AND 4, AS SAID LOTS ARE SHOWN ON THE MAP OF "TRACT 3046, C. C. & F.
INDUSTRIAL CENTER, HAYWARD AIR TERMINAL, UNIT NO. 3, CITY OF HAYWARD, ALAMEDA
COUNTY, CALIFORNIA," FILED AUGUST 14, 1969, IN BOOK 63 OF MAPS, PAGES 8 THROUGH
14, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY.
ASSESSOR'S PARCEL NO. 000-0000-000
EXHIBIT "A"
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EXHIBIT "A"
(21118 Cabot Boulevard)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
XXXXXX 0, XXXXXX MAP NO. 2360, FILED JANUARY 17, 1978, BOOK 101, OF PARCEL MAPS,
PAGE l3, ALAMEDA COUNTY RECORDS.
ASSESSOR'S PARCEL NOS. 439-0035-027-01
439-0035-027-02
EXHIBIT "A"
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STATE OF CALIFORNIA
DEBTOR
Radiation Sterilizers, Incorporated
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
SECURED PARTY
Xxxxx Fargo Bank, N.A. Attn: Xxxxxx Xxxxxxxx
Real Estate Industries Group
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
For description of collateral see Rider A attached hereto and incorporated
herein by this reference
7. [X] CHECK IF APPLICABLE 7A. [XX] PRODUCTS OF COLLATERAL ARE ALSO COVERED
8. [X] CHECK IF APPLICABLE
SEE RIDER B ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE
DATE 3/1/85
SIGNATURE(S) OF DEBTOR (S)
Xxxxx Fargo Bank, N.A.
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
Return copy to:
SHEPPARD, MULLIN, XXXXXXX & HAMPTON
000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx, Esq
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RIDER A TO FINANCING STATEMENT
This financing statement covers the following types of items of property:
All of Debtor's right, title and interest in and to the Drawing Bonds and
the Company Bonds (as those terms are defined in that certain Letter of Credit
Agreement, dated as of March 1, 1985, between Debtor and Secured Party and
relating to bonds in the amount of $5,250,000.00 designated Development
Authority of DeKalb County Variable Rate Demand Industrial Development Revenue
Bonds (Radiation Sterilizers, Incorporated Project), Series 1985), including
without limitation all interest thereon and other proceeds thereof, and any
related due-bills.
RIDER A
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RIDER B TO FINANCING STATEMENT
"DEBTOR"
RADIATION STERILIZERS, INCORPORATED
a California corporation
By /s/ Xxxxx Xxxx
------------------------------------
Its President
--------------------------------
By /s/ Xxxxxxx X. Xxxx Xx.
------------------------------------
Its SECRETARY
--------------------------------
RIDER B
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This FINANCING STATEMENT is presented for filing pursuant to the California
Uniform Commercial Code.
DEBTOR
Xxxxxxx Xxxx & Associates
MAILING ADDRESS
C/O Radiation Sterilizers, Incorporated
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
SECURED PARTY
Xxxxx Fargo Bank, N.A. Attn: Xxxxxx Xxxxxxxx
Real Estate Industries Group
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
For description of collateral see Rider "A" attached hereto and incorporated
herein by this reference
7. [X] CHECK IF APPLICABLE 7A. [X] PRODUCTS OF COLLATERAL ARE ALSO COVERED
8. [X] CHICK IF APPLICABLE
9. XXXXXXX XXXX & ASSOCIATES
by Xxxxxxx X. Xxxx Xx.
DATE: 3/1/85
XXXXXXX XXXX & ASSOCIATES
TYPE OR PRINT NAME(S) OF DEBTOR(S)
Xxxxx Fargo Bank, N.A.
TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)
Return copy to: SHEPPARD, MULLIN, XXXXXXX & XXXXXXX 000 Xxxxx Xxxx Xxxxxx, 00xx
Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx
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RIDER A TO FINANCING STATEMENT
This financing statement covers the following types or items of property:
(a) All Debtor's present and future accounts, instruments, chattel
paper, notes, drafts, contract rights, governmental permits, rights to
payment of any kind, any insurance proceeds, condemnation proceeds, and
any general intangibles and inventory arising from or relating to any of
the parcels of real property described in Exhibit "A" hereto
(collectively, the "Properties");
(b) All Debtor's present and future equipment, machinery, tools,
furniture and furnishings, whether owned or leased by Debtor, now or
hereafter located at any Property or relating to any Property;
(c) All fixtures located upon or within any Property or now or
hereafter attached to, or installed in, or used in connection with any
Property including, but not limited to, any and all partitions;
generators; screens; awnings; motors; engines; boilers; furnaces; pipes;
plumbing; elevators; cleaning, call and sprinkler systems; fire
extinguishing apparatus and equipment; water tanks; heating, ventilating,
air-conditioning and air-cooling equipment; built-in refrigerated rooms
and gas and electric machinery, appurtenances and equipment; in each case
whether or not permanently affixed to that Property; together with all
present and future attachments, accessories, replacements, equipment,
additions and any proceeds thereof;
(d) All water stock, if any, relating to any Property and all shares
of stock or other evidence of ownership of any part of or interest in any
Property that is owned by Debtor in common with others;
(e) All present and future trade marks and trade names, and all
present and future books and records on pertaining to any Property or the
collateral described in subparagraphs (a) through (d) above, and the
equipment containing such books and records; and
(f) All proceeds and products of any of the foregoing, including
without limitation all monies, deposit accounts, insurance proceeds and
other tangible or intangible property received upon a sale or other
disposition of any of the foregoing.
RIDER A
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EXHIBIT "A"
(14300-14390 Catalina Street)
All that certain real property together with all appurtenances thereto and
all improvements now or hereafter located thereon, situated in the City of San
Leandro, County of Alameda, State of California, and described as follows:
PARCEL ONE:
PARCEL A, PARCEL MAP NO. 2181, FILED JULY 29, 1977, BOOK 97 OF PARCEL MAPS, PAGE
72, ALAMEDA COUNTY RECORDS, AND BEING THE NORTHWESTERLY 415 FEET, RIGHT ANGLE
MEASUREMENTS AS MEASURED ALONG CATALINA STREET, OF PARCEL 2, OF PARCEL MAP NO.
2044, FILED DECEMBER 16 1976, BOOK 94 OF PARCEL MAPS, PAGE 21, ALAMEDA COUNTY
RECORDS.
RESERVING FROM PARCEL ONE:
A. NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE NORTHWEST LINE THEREOF BEING THE NORTHWESTERLY
LINE OF SAID PARCEL TWO OF PARCEL MAP NO. 2044.
B. A NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE SOUTHEASTERLY LINE THEREOF LYING SOUTHEASTERLY
415 FEET, RIGHT ANGLE MEASUREMENT AS MEASURED ALONG CATALINA STREET, FROM THE
NORTHWESTERLY LINE OF SAID PARCEL TWO, OF PARCEL NO, 2044.
PARCEL TWO:
A NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE SOUTHERLY LINE THEREOF BEING THE NORTHWESTERN
LINE OF PARCEL TWO, PARCEL MAP NO. 2044 FILED DECEMBER 16, 1976, BOOK 94 OF
PARCEL MAPS, PAGE 21, ALAMEDA COUNTY RECORDS.
PARCEL THREE:
A NON-EXCLUSIVE EASEMENT FOR OPEN SPACE AND VEHICULAR ACCESS PURPOSES OVER A
STRIP OF LAND 30 FEET WIDE, THE NORTHWESTERLY LINE THEREOF LYING SOUTHEASTERLY
415 FEET, RIGHT ANGLE MEASUREMENT AS MEASURED ALONG CATALINA STREET, FROM THE
NORTHWESTERLY LINE OF PARCEL TWO, PARCEL MAP NO. 2044, FILED DECEMBER 16, 1976,
BOOK 94 OF PARCEL MAPS, PAGE 21, ALAMEDA COUNTY RECORDS.
ASSESSOR'S PARCEL NO. 080G-0932-030
EXHIBIT "A"
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EXHIBIT "A"
(0000 Xxxxx Xxxxxx)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
PARCEL 1:
XXX 0, XX XXXXX XX XXX XXX XX XXXXX 311O, FILED JUNE 10, 1969 IN BOOK 62 OF
MAPS, PAGE 14, ALAMEDA COUNTY RECORDS,
PARCEL 2:
AN EASEMENT FOR RAILWAY PURPOSES IN, ON, OVER, UNDER AND ALONG A PORTION OF XXX
0, XX XXXXX XX XXX XXX XX XXXXX 0000, FILED JUNE 10, L969 IN BOOK 62 OF MAPS,
PAGE 14, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WESTERN LINE OF SAID LOT 6, DISTANT THEREON NORTH 0
degrees 38' 41" WEST 40 FEET FROM THE SOUTHWEST CORNER THEREOF; THENCE FROM SAID
POINT OF BEGINNING EASTERLY ALONG A LINE PARALLEL WITH AND PERPENDICULARLY
DISTANT NORTHERLY 40 FEET FROM THE SOUTHERN LINE OF SAID LOT 6, NORTH 89 degrees
21' 19" EAST 90 FEET TO A POINT THEREON; THENCE LEAVING SAID PARALLEL LINE NORTH
81 degrees 10' 57" WEST 91.241 FEET TO A POINT ON THE SAID WESTERN LINE OF LOT
6; THENCE SOUTHERLY ALONG LAST SAID LINE SOUTH 0 degrees 38' 41" EAST 15 FEET TO
THE POINT OF BEGINNING.
ASSESSOR'S PARCEL NOS., 439-0058-015-02
439-0058-015-01
EXHIBIT "A
PAGE 2 OF 5
22
EXHIBIT "A"
(0000 Xxxxx Xxxxxx)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
XXX 0 XX XXXXX XX XXX XXX XX "XXXXX 0000, C.C.&F. HAYWARD INDUSTRIAL CENTER,
CITY OF HAYWARD, ALAMEDA COUNTY, CALIFORNIA" FILED JUNE 10, 1969, IN MAP BOOK
62, PAGES 14 AND 15 ALAMEDA COUNTY RECORDS.
ASSESSOR'S PARCEL NO. 439-0058-016-02
EXHIBIT "A"
PAGE 3 OF 5
23
EXHIBIT "A"
(00000 Xxxxxxx Xxxxxxxxx)
All that certain real property together with all appurtenances thereto and
all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
LOTS 3 AND 4, AS SAID LOTS ARE SHOWN ON THE MAP OF "TRACT 3046, C.C.&F.
INDUSTRIAL CENTER, HAYWARD AIR TERMINAL, UNIT NO. 3, CITY OF HAYWARD, ALAMEDA
COUNTY, CALIFORNIA," FILED AUGUST 14, 1969, IN BOOK 63 OF MAPS, PAGES 8 THROUGH
14, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY.
ASSESSOR'S PARCEL NO, 000-0000-000
EXHIBIT "A"
PAGE 4 OF 5
24
EXHIBIT "A"
(21118 Cabot Boulevard)
All that certain real property, together with all appurtenances thereto
and all improvements now or hereafter located thereon, situated in the City of
Hayward, County of Alameda, State of California, and described as follows:
XXXXXX 0, XXXXXX MAP NO. 2360, FILED JANUARY 17, 1978, BOOK 101, OF PARCEL MAPS,
PAGE 13, ALAMEDA COUNTY RECORDS.
ASSESSOR'S PARCEL NOS. 439-0035-027-01
439-0035-027-02
EXHIBIT "A"
PAGE 5 OF 5
