EXHIBIT 10.4
CANADIAN SECURITY AGREEMENT
Dated April 24, 1998
From
IRON AGE CANADA LTD.
as Debtor
to
IRON AGE CORPORATION
TABLE OF CONTENTS
Section Page
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ARTICLE I
SECURITY
1.1 Terms Incorporated by Reference................................... 1
1.2 Grant of Security................................................. 1
1.3 Obligations Secured............................................... 2
1.4 Attachment........................................................ 3
1.5 Accounts.......................................................... 3
1.6 Scope of Security Interest........................................ 4
1.7 Care and Custody of Collateral.................................... 4
1.8 Debtor's Dealings with Collateral................................. 4
1.9 Insurance......................................................... 5
ARTICLE II
ENFORCEMENT
2.1 Default........................................................... 6
2.2 Remedies.......................................................... 6
2.3 Additional Rights................................................. 7
2.4 Concerning the Receiver........................................... 8
2.5 Appointment of Attorney........................................... 8
2.6 Dealing with the Collateral and the Security Interest............. 8
2.7 Standards of Sale................................................. 9
2.8 Dealings by Third Parties......................................... 9
2.9 Indemnity and Expenses............................................ 10
ARTICLE III
GENERAL
3.1 Discharge......................................................... 10
3.2 No Merger, etc.................................................... 10
3.3 Waivers, etc...................................................... 10
3.4 Further Assurances................................................ 11
3.5 Successors and Assigns............................................ 11
3.6 Headings, etc..................................................... 11
ii
3.7 Severability...................................................... 11
3.8 Governing Law..................................................... 11
Schedule I - Intellectual Property
Schedule II - Collateral Locations
Schedule III - Deposit Accounts
CANADIAN SECURITY AGREEMENT, dated April 24, 1998, made by Iron Age
Canada Ltd. (the "Debtor"), a corporation duly incorporated under the laws of
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Ontario, to and in favour of Iron Age Corporation, a Delaware corporation (the
"Corporation").
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WHEREAS the Corporation will make, from time to time, certain advances
(the "Advances") to the Debtor which Advances will be evidenced by an
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intercompany note in substantially the form of Exhibit A hereto (the "Note")
----
payable to the order of the Corporation;
WHEREAS the Debtor has agreed to execute and deliver this security
agreement to and in favour of the Corporation as security for the payment and
performance of the obligations, present or future, direct or indirect, absolute
or contingent, matured or unmatured, of the Debtor to the Corporation pursuant
to the Note;
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Debtor hereby agrees with the Corporation for the benefit of
the Corporation as follows:
ARTICLE I
SECURITY
1.1 TERMS INCORPORATED BY REFERENCE. Terms defined in the Personal
Property Security Act (Ontario) (as amended from time to time, the "PPSA") and
----
used in this security agreement shall have the same meaning herein.
1.2 GRANT OF SECURITY. (1) Subject to Section 1.5, the Debtor
hereby (i) mortgages and charges to the Corporation, as and by way of a fixed
mortgage and charge; (ii) pledges to the Corporation; (iii) assigns and
transfers to the Corporation as and by way of a specific transfer and
assignment; and (iv) grants to the Corporation a security interest in all of the
Debtor's right, title and interest in and to the personal property and
undertaking of the Debtor now owned or hereafter acquired (collectively, the
"Collateral", and all references thereto herein including any part thereof)
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including, without limitation, any and all of the Debtor's:
(a) inventory including goods held for sale or lease, goods furnished
or to be furnished to third parties under contracts of lease, consignment
or service, goods which are raw materials or work in process, goods used in
or procured for packing, and materials used or consumed in the business of
the Debtor;
2
(b) equipment, fixtures and other goods of every kind and
description, all licenses and other rights and all records, files, charts,
plans, drawings, specifications, manuals and comments relating thereto;
(c) accounts due or accruing due and all agreements, books, accounts,
invoices, letters, documents and papers recording, evidencing or relating
thereto;
(d) deposit accounts, including, without limitation, the Deposit
Accounts and the Canadian Cash Collateral Account (as such terms are
hereinafter defined), all funds held therein and all certificates and
instruments, if any, from time to time, representing any such deposit
accounts, together with all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such deposit
accounts;
(e) money, documents of title, chattel paper, instruments and
securities:
(f) intangibles including all security interests, goodwill, choses in
action and other contractual benefits (including, without limitation, all
benefits under insurance policies and any hedge agreements) and all trade
marks, trade xxxx registrations and pending trade xxxx applications,
patents and pending patent applications and copyrights and other
intellectual property (collectively, the "Intellectual Property") including
---------------------
the Intellectual Property described in Schedule I hereto;
(g) substitutions and replacements of and increases, additions and,
where applicable, accessions to the property described in Sections
1.2(l)(a)-(f) inclusive; and
(h) proceeds in any form derived directly or indirectly from any
dealing with all or any part of the property described in Sections
1.2(l)(a)-(g) inclusive or the proceeds therefrom.
(2) Without limiting the generality of the foregoing, the Collateral
shall include all personal property of the Debtor now or hereafter located on or
about or in transit to or from the locations set out in Schedule II hereto. The
Debtor shall promptly inform the Corporation in writing of any other location at
which the Collateral consisting of tangible personal property may in the future
be located.
1.3 OBLIGATIONS SECURED. (1) The mortgages, charges, pledges,
transfers, assignments and security interest granted hereby (collectively, the
"Security Interest") by the Debtor secure payment to the Corporation and
------------------
performance of all debts, liabilities and obligations, present or future, direct
or indirect, absolute or contingent, matured or unmatured, at any time due or
accruing due owing by the Debtor to the Corporation pursuant to the Note
3
(collectively, and together with the expenses, costs and charges set out in
Section 1.3(2), the "Obligations").
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(2) All expenses, costs and charges incurred by or on behalf of the
Corporation in connection with this security agreement, the Security Interest or
the realization of the Collateral, including all reasonable legal fees, court
costs, receiver's or agent's remuneration and other expenses of taking
possession of, repairing, protecting, insuring, preparing for disposition,
realizing, collecting, selling, transferring, delivering or obtaining payment of
the Collateral shall be added to and form a part of the Obligations.
1.4 ATTACHMENT. (1) The Debtor and the Corporation hereby
acknowledge that (i) value has been given; (ii) the Debtor has rights in the
Collateral; (iii) they have not agreed to postpone the time of attachment of the
Security Interest; and (iv) the Debtor has received a duplicate original copy of
this security agreement.
(2) If at any time the Debtor acquires Collateral consisting of
chattel paper, instruments, securities or negotiable documents of title
(collectively, "Negotiable Collateral"), the Debtor will, forthwith upon receipt
---------------------
by the Debtor, deliver to the Corporation such Negotiable Collateral and shall,
at the request of the Corporation (i) cause the transfer thereof to the
Corporation to be registered wherever, in the opinion of the Corporation, such
registration may be required or advisable; (ii) duly endorse the same for
transfer in blank or as the Corporation may direct; and (iii) forthwith deliver
to the Corporation any and all consents or other instruments or documents which
may be necessary to effect the transfer of the Negotiable Collateral to the
Corporation or any third party.
(3) The Debtor agrees to promptly inform the Corporation in writing
of the acquisition by the Debtor of any personal property which is not
adequately described herein, and the Debtor agrees to execute and deliver at its
own expense from time to time amendments to this security agreement or the
schedules hereto or additional security agreements or schedules as may be
reasonably required by the Corporation in order that the Security Interest shall
attach to such personal property.
1.5 ACCOUNTS. So long as any Advance shall remain outstanding under
the Note, the Debtor shall maintain deposit accounts in the Province of Ontario
("Deposit Accounts") only with banks that are listed on Schedule III (as such
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Schedule may be amended or supplemented from time to time) and shall maintain
with one of the banks listed on Schedule III a concentration account into which
all cash receipts and from which all cash disbursements of its business in the
normal course shall flow (the "Canadian Cash Collateral Account").
--------------------------------
1.6 SCOPE OF SECURITY INTEREST. (1) To the extent that the creation
of the Security Interest would constitute a breach or permit the acceleration of
any agreement, right,
4
license or permit to which the Debtor is a party, the Security Interest shall
not attach thereto but the Debtor shall hold its interest therein in trust for
the Corporation, and shall assign such agreement, right, license or permit to
the Corporation or as it may direct forthwith upon obtaining the consent of the
other party thereto.
(2) Subject to Section 2.2, the grant of the Security Interest in the
Intellectual Property shall not affect in any way the Debtor's rights to
commercially exploit the Intellectual Property, to defend the Intellectual
Property, to enforce the Debtor's rights therein or with respect thereto against
third parties in any court or to the claim and be entitled to receive any
damages with respect to any infringement thereof.
1.7 CARE AND CUSTODY OF COLLATERAL. (1) The Corporation shall not
be bound to collect, dispose of, realize, protect or enforce any of the Debtor's
right, title and interest in and to the Collateral or to institute proceedings
for the purpose thereof and, without limiting the generality of the foregoing,
the Corporation shall not be required to take any steps necessary to preserve
rights against prior parties in respect of any Negotiable Collateral.
(2) The Corporation shall not have any obligation to keep Collateral
in its possession identifiable.
(3) The Corporation may at any time, and from time to time (i) notify
any person obligated on an account or on chattel paper or any obligor on an
instrument to make payment thereunder to the Corporation whether or not the
Debtor was theretofore making collections thereon; and (ii) assume control of
any proceeds arising from the Collateral.
1.8 DEBTOR'S DEALINGS WITH COLLATERAL. (1) The Debtor shall not,
without the prior written consent of the Corporation, sell, exchange, lease,
release or abandon or otherwise dispose of the Collateral except Collateral
consisting of inventory sold or leased in the ordinary course of its business
and for the purpose of carrying on the same.
(2) The Debtor represents and warrants as follows:
(a) All of the equipment and inventory are located on or about or in
transit to or from the locations specified in Schedule II hereto.
(b) The Debtor is the legal and beneficial owner of the Collateral
free and clear of any lien or encumbrance, other than with respect to liens
permitted pursuant to Section 5.02(a) of the Credit Agreement (as
hereinafter defined), except for the security interests created by this
security agreement, (collectively, the "Other Security Interests"). No
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effective financing statement or other instrument similar in effect
covering all or any part of the Collateral is on file in any recording
office, except such
5
as may have been filed in favour of the Corporation relating to this
security agreement, the General Assignment.
(c) The Debtor has exclusive possession and control of the equipment
and inventory other than Inventory in transit to the Debtor from locations
outside Canada.
(d) This security agreement creates a valid security interest in the
Collateral of the Debtor, securing the payment of the Obligations of the
Debtor.
1.9 INSURANCE. (1) The Debtor shall, at its own expense, maintain
insurance with respect to the equipment and inventory in such amounts, against
such risks, in such form and with insurers, as shall be satisfactory to the
Corporation from time to time. Each such policy shall in addition (i) name the
Debtor and the Corporation as insured parties thereunder (without any
representation or warranty by or obligation upon the Corporation) as their
interests may appear; (ii) provide that the Corporation shall have the right but
not the obligation to pay the premiums under the relevant insurance policies;
(iii) provide that there shall be no recourse against the Corporation for
payment of premiums or other amounts with respect thereto; and (iv) provide that
at least 30 days' prior written notice of cancellation or of lapse shall be
given to the Corporation by the insurer. The Debtor shall, as often as the
Corporation reasonably requests, deliver to the Corporation original or
duplicate policies of such insurance and the report of reputable insurance
broker with respect to such insurance. Further, the Debtor shall duly execute
and deliver instruments of assignment of such insurance policies and cause the
insurers to acknowledge notice of such assignment.
(2) Reimbursement under any liability insurance maintained by the
Debtor pursuant to this Section 1.9 may be paid directly to the Person who shall
have incurred liability covered by such insurance. In case of any loss
involving damage to equipment or inventory when subsection (3) of this Section
1.9 is not applicable, the Debtor shall make or cause to be made the necessary
repairs to or replacements of such equipment or inventory, and any proceeds of
insurance maintained by the Debtor pursuant to this Section 1.9 shall be paid to
the Debtor as reimbursement for the costs of such repairs or replacements.
(3) If and when (i) the Debtor shall fail to pay or perform any of
the Obligations on demand or otherwise when due and payable or to be performed,
as the case may be; or (ii) upon the occurrence and during the continuance of
the actual or constructive total loss of any equipment or inventory, all
insurance payments in respect of such equipment or inventory shall be paid to
the Corporation and may, in the discretion of the Corporation, be held by the
Corporation as collateral for, and/or then or at any time thereafter applied
(after payment of any amounts payable to the Corporation pursuant to Section
2.9) in whole or in part by the Corporation for the ratable benefit of the
Corporation against, all or any part of the Obligations in such order as the
Corporation shall elect. Any surplus of such cash or cash
6
proceeds held by the Corporation and remaining after payment in full of all the
Obligations shall be paid over to the Debtor or to whomsoever may be lawfully
entitled to receive such surplus.
ARTICLE II
ENFORCEMENT
2.1 DEFAULT. The Security Interest shall be and become enforceable
against the Debtor if and when it shall fail to pay or perform any of the
Obligations on demand or otherwise when due and payable or to be performed, as
the case may be.
2.2 REMEDIES. Whenever the Security Interest has become enforceable,
the Corporation may realize upon the Collateral and enforce the rights of the
Corporation by:
(a) entry onto any premises where Collateral consisting of tangible
personal property may be located;
(b) taking possession of the Collateral by any method permitted by
law;
(c) sale or lease of the Collateral;
(d) collection of any proceeds arising in respect of the Collateral;
(e) collection, realization or sale of or other dealing with the
accounts;
(f) the appointment by instrument in writing of a receiver (which
term as used in this security agreement includes a receiver and manager) or
agent of the Collateral;
(g) the institution of proceedings in any court of competent
jurisdiction for the appointment of a receiver of the Collateral;
(h) the institution of proceedings in any court of competent
jurisdiction for sale or foreclosure of the Collateral;
(i) filing proofs of claim and other documents to establish claims in
any proceeding relating to the Debtor; and
7
(j) any other remedy or proceeding authorized or permitted under the
PPSA or otherwise by law or equity.
Such remedies may be exercised from time to time separately or in combination
and are in addition to and not in substitution for any other rights of the
Corporation however created. The Corporation shall not be bound to exercise any
such right or remedy, and the exercise of such rights and remedies shall be
without prejudice to the rights of the Corporation in respect of the Obligations
including the right to claim for any deficiency.
2.3 ADDITIONAL RIGHTS. In addition to the remedies of the
Corporation set forth in Section 2.2, the Corporation may, whenever the Security
Interest has become enforceable,
(a) require the Debtor, at the Debtor's expense, to assemble the
Collateral at a place or places designated by notice in writing given by
the Corporation to the Debtor;
(b) require the Debtor, by notice in writing given by the Corporation
to the Debtor, to disclose to the Corporation the location or locations of
the Collateral;
(c) repair, process, modify, complete or otherwise deal with the
Collateral and prepare for the disposition of the Collateral, whether on
the premises of the Debtor or otherwise;
(d) carry on all or any part of the business or businesses of the
Debtor and, to the exclusion of all others including the Debtor, enter
upon, occupy and use all of any of the premises, buildings, plant,
undertaking and other property of or used by the Debtor for such time as
the Corporation sees fit, free of charge, and the Corporation shall not be
liable to the Debtor for any act, omission or negligence in so doing or for
any rent, charges, depreciation or damages incurred in connection therewith
or resulting therefrom;
(e) borrow for the purpose of carrying on the business of the Debtor
or for the maintenance, preservation of protection of the Collateral and
mortgage, charge, pledge or grant a security interest in the Collateral,
whether or not in priority to the Security Interest, to secure repayment;
and
(f) demand, commence, continue or defend any judicial or
administrative proceedings for the purpose of protecting, seizing,
collecting, realizing or obtaining possession or payment of the Collateral,
and give valid and effectual receipts and
8
discharges therefor and compromise or give time for the payment or
performance of all or any part of the accounts or any other obligation of
any third party to the Debtor.
2.4 CONCERNING THE RECEIVER. (1) Any receiver appointed by the
Corporation shall be vested with the rights and remedies which could have been
exercised by the Corporation in respect of the Debtor or the Collateral and such
other powers and discretions as are granted in the instrument of appointment and
any instrument or instruments supplemental thereto. The identity of the
receiver, any replacement thereof and any remuneration thereof shall be within
the sole and unfettered discretion of the Corporation.
(2) Any receiver appointed by the Corporation shall act as agent for
the Corporation for the purposes of taking possession of the Collateral, but
otherwise and for all other purposes (except as provided below), as agent for
the Debtor. The receiver may sell, lease, or otherwise dispose of Collateral as
agent for the Debtor or as agent for the Corporation as the Corporation may
determine in its discretion. The Debtor agrees to ratify and confirm all
actions of the receiver acting as agent for the Debtor, and to release and
indemnify the receiver in respect of all such actions.
(3) The Corporation, in appointing or refraining from appointing any
receiver, shall not incur liability to the receiver, the Debtor or otherwise and
shall not be responsible for any misconduct or negligence of such receiver.
2.5 APPOINTMENT OF ATTORNEY. The Debtor hereby irrevocably appoints
the Corporation (and any officer thereof) as attorney of the Debtor (with full
power of substitution) to exercise in the name of and on behalf of the Debtor
any of the Debtor's right (including the right of disposal), title and interest
in and to the Collateral including the execution, endorsement and delivery of
any agreements, documents, instruments, securities, documents of title and
chattel paper and any notices, receipts, assignments or verifications of the
accounts. All acts of any such attorney are hereby ratified and approved, and
such attorney shall not be liable for any act, failure to act or any other
matter or thing in connection therewith, except for its own negligence or wilful
misconduct.
2.6 DEALING WITH THE COLLATERAL AND THE SECURITY INTEREST. (1) The
Corporation shall not be obliged to exhaust its recourse against the Debtor or
any other Person or Persons or against any other security it may hold in respect
of the Obligations before realizing upon or otherwise dealing with the
Collateral in such manner as the Corporation may consider desirable.
(2) The Corporation may grant extensions or other indulgences, take
and give up securities, accept compositions, grant releases and discharges and
otherwise deal with
9
the Debtor and with other parties, sureties or securities as the Corporation may
see fit without prejudice to the Obligations or the rights of the Corporation in
respect of the Collateral.
(3) Subject to section 2.7, the Corporation shall not be (i) liable
or accountable for any failure to collect, realize or obtain payment in respect
of the Collateral; (ii) bound to institute proceedings for the purpose of
collecting, enforcing, realizing or obtaining payment of the Collateral or for
the purpose of preserving any rights of the Corporation, the Debtor or any other
parties in respect thereof; (iii) responsible for any loss occasioned by any
sale or other dealing with the Collateral or by the retention of or failure to
sell or otherwise deal therewith; or (iv) bound to protect the Collateral from
depreciating in value or becoming worthless.
2.7 STANDARDS OF SALE. Without prejudice to the ability of the
Corporation to dispose of the Collateral in any manner which is commercially
reasonable, the Debtor acknowledges that a disposition of Collateral by the
Corporation which takes place substantially in accordance with the following
provisions shall be deemed to be commercially reasonable:
(a) Collateral may be disposed of in whole or in part;
(b) Collateral may be disposed of by public auction, public tender or
private contract, with or without advertising and without any other
formality;
(c) any purchaser or lessee of such Collateral may be a customer of
the Corporation or a permitted assignee hereunder, provided that the
Collateral is purchased or leased by such customer on the basis of fair
market value with regard to existing circumstances;
(d) a disposition of Collateral may be on such terms and conditions
as to credit or otherwise as the Corporation, in its sole discretion, may
deem advantageous; and
(e) the Corporation may establish an upset or reserve bid or price in
respect of the Collateral;
but in no event shall any sale of Collateral be inconsistent with the standards
that are generally used by reasonable persons in dispositions of like
Collateral.
2.8 DEALINGS BY THIRD PARTIES. No person dealing with the
Corporation or its agent or a receiver shall be required (i) to determine
whether the Security Interest has become enforceable; (ii) to determine whether
the powers which the Corporation or its agent is
10
purporting to exercise have become exercisable; (iii) to determine whether any
money remains due to the Corporation by the Debtor; (iv) to determine the
necessity or expediency of the stipulations and conditions subject to which any
sale or lease shall be made; (v) to determine the propriety or regularity of any
sale or of any other dealing by the Corporation with the Collateral; or (vi) to
see to the application of any money paid to the Corporation.
2.9 INDEMNITY AND EXPENSES. (1) The Debtor agrees to indemnify the
Corporation from and against any and all claims, losses and liabilities growing
out of or resulting from this security agreement (including, without limitation,
enforcement of this security agreement), except claims, losses or liabilities
resulting from the gross negligence or wilful misconduct of the Corporation or
such other secured Party as determined by a final judgment of a court of
competent jurisdiction.
(2) The Debtor agrees to pay to the Corporation, upon demand, the
amount of any and all expenses, including, without limitation, the fees and
expenses of its counsel and of any experts and agents, that the Corporation may
incur in connection with (i) the administration of this security agreement; (ii)
the custody, preservation, use or operation of, or the sale of, collection from
or other realization upon, any of the Collateral; (iii) the exercise or
enforcement of any of the rights of the Corporation hereunder; or (iv) the
failure by the Debtor to perform or observe any of the provisions hereof.
ARTICLE III
GENERAL
3.1 DISCHARGE. The Security Interest shall be discharged upon, but
only upon, full payment and performance of the Obligations and at the expense of
the Debtor. The Corporation shall execute and deliver to the Debtor such
releases and discharges as the Debtor or its counsel may reasonably require.
3.2 NO MERGER, ETC. No judgment recovered by the Corporation shall
operate by way of merger of or in any way affect the Security Interest, which is
in addition to and not in substitution for any other security now or hereafter
held by the Corporation on its behalf in respect of the Obligations.
3.3 WAIVERS, ETC. No amendment, consent or waiver by the Corporation
shall be effective unless made in writing and signed by an authorized officer of
the Corporation and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
11
3.4 FURTHER ASSURANCES. The Debtor shall from time to time, whether
before or after the Security Interest shall have become enforceable, do all such
acts and things and execute and deliver all such deeds, transfers, assignments
and instruments as the Corporation may reasonably require for protecting the
Collateral or perfecting the Security Interest and for exercising all powers,
authorities and discretions hereby conferred upon the Corporation, and the
Debtor shall, from time to time after the Security Interest has become
enforceable, do all such acts and things and execute and deliver all such deeds,
transfers, assignments and instruments as the Corporation may reasonably require
for facilitating the sale of the Collateral in connection with any realization
thereof.
3.5 SUCCESSORS AND ASSIGNS. This security agreement shall be binding
upon the Debtor, its respective successors and assigns, and shall enure,
together with the rights and remedies of the Corporation hereunder and its
successors and assigns. All rights of the Corporation hereunder shall be
assignable to the Agent (as hereinafter defined) for the ratable benefit of the
Lender Parties (as hereinafter defined) party to the Credit Agreement (as
amended, supplemented or otherwise modified, the "Credit Agreement") dated as of
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April 24, 1998 among the Corporation, as borrower, Iron Age Holdings
Corporation, a Delaware corporation, as parent guarantor, the banks, financial
institutions and other institutional lenders listed on the signature pages
thereof, (together with their respective successors and assigns, the "Lenders",
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and together with the Swing Line Bank and the Issuing Bank, the "Lender
------
Parties"), and Banque Nationale de Paris, as swing line bank (the "Swing Line
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Bank") and as agent (the "Agent") for the Lenders, and in any action brought by
---- -----
an assignee to enforce any such right, the Debtor shall not assert against such
assignee any claim or defence which the Debtor has or hereafter may have against
the Corporation. When the rights of the Corporation are assigned to the Agent
for the benefit of the Lender Parties, all duties and obligations owed by the
Debtor to the Corporation shall thereafter be and be deemed to be duties and
obligations owed by the Debtor to the Agent for the benefit of the Lender
Parties.
3.6 HEADINGS, ETC. The division of this security agreement into
sections and subsections and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation thereof.
3.7 SEVERABILITY. If any provisions of this security agreement shall
be deemed by any court of competent jurisdiction to be invalid or void, the
remaining provisions shall remain in full force and effect.
3.8 GOVERNING LAW. This security agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein and shall be treated in all respects as an Ontario
contract.
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IN WITNESS WHEREOF the Debtor has duly executed this security
agreement under the hands of its proper officers duly authorized in that behalf
as of the day and year first above written.
IRON AGE CANADA LTD.
Per: /s/ Xxxxx X. XxXxxxxxx
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Authorized Signing Officer
SCHEDULE I
INTELLECTUAL PROPERTY
---------------------
IRON AGE CANADA LTD.
--------------------
NONE.
SCHEDULE III
DEPOSIT ACCOUNT
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IRON AGE CANADA LTD.
--------------------
NAME AND ADDRESS OF BANK ACCOUNT NUMBER
------------------------ --------------
Bank of Montreal 1025-483
Keele & Seven Business Centre C($) Account
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx X0X0X0
Attn: Xxx Xxxxxx
SCHEDULE II
COLLATERAL, LOCATIONS
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IRON AGE CANADA LTD.
--------------------
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County Expiration Annual
Street Address and State Lessor Date Rental Loss
------------------------------------------------------------------------------------------
Calgary Bay #204 Alberta, Capital Ideas, 1/31/2001 C$10,500.00
000 00 Xxxxxx X.X., Xxxxxx Xxx.
Xxxxxxx, Xxxxxxx
------------------------------------------------------------------------------------------
000 Xxxxx Xxxxxxxxx Xxxxxxx, Von-Land 6/30/2001 Xx00,000.00
Xxxx Xxxxxx Corporation
Xxxx 0 Xxxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
------------------------------------------------------------------------------------------
00000 Xxxxxxxxxx Xxxx British Colliers 4/30/02 C$32,432.28
Xxxxx 000 Xxxxxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxx
Xxxxxxxx
X0X XX0
------------------------------------------------------------------------------------------
0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx, Associates 11/30/98 C$5,400.00
Xxxxxxxx, Xxxxxxx Xxxxxx Corporation xx
X&X 0X0 Xxxxx Xxxxxxx &
Ongiara 8/30/00 C$46,963.08
Properties, Inc.
------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxx Xxxxxxx, St. Catherines 07/31/02 C$26,551.50
Xx. Xxxxxxxxxx, Xxxxxxx Xxxxxx Equities Limited
L2M 7S5
------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxxx Xxxxxxx, Xxxx & Xxxxx months-to C$35,310.00
Kitchener, Ontario Canada Xxxxx month
X0X XX0
------------------------------------------------------------------------------------------
000 Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Enterprise 05/31/00 C$18,877.20
Unit A Canada Property Group
Xxxxxx, Xxxxxxx X0X 0X0
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
000 Xxxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxx and Xxx month-to- C$14,775.24
South Simone Plaza Canada Mobilos month
Xxxxxx, Xxxxxxx X0X 0X0
------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxxxx month-to- C$15,079,.20
Petersborough, Ontario Canada Warrington month
X0X 0X0
------------------------------------------------------------------------------------------
0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx, Comro 12/31/99 C$32,945.88
Xxxxx 00 & 00 Xxxxxx Xxxxxxxxxxxx
Xxxxxx, Xxxxxxx
X0X 0X0
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