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EXHIBIT 10.25
Loan No.: 1910131
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H Xxxxxx Financial
SECURITY AGREEMENT
THIS SECURITY AGREEMENT ("Agreement") is made this 31st day of October, 1997, by
and between G.I. Joe's, Inc. an Oregon Sub S-Corporation ("Debtor"), whose
business address is 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxx 00000 and Xxxxxx
Financial, Inc., a Delaware corporation ("Secured Party"), whose address is
Commercial Equipment Finance Division, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000.
WITNESSETH:
1. Secure Payment. To secure payment of indebtedness in the principal sum of up
to One Million Three Hundred and 00/ 100 Dollars ($1,300,000.00), as evidenced
by a note or notes executed and delivered by Debtor to Secured Party (the
"Notes") and any obligations arising under this Agreement, and also to secure
any other indebtedness or liability of Debtor to Secured Party, direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising and no matter how acquired by Secured Party, including all
future advances or loans which may be made at the option of Secured Party (all
the foregoing hereinafter called the "Indebtedness"), Debtor hereby grants and
conveys to Secured Party a first priority continuing lien and security interest
in the personal property described on any schedule(s) now or hereafter attached
to or made a part hereof by reference hereto (the "Schedules"), all products and
proceeds (including insurance proceeds) thereof, if any, and all substitutions,
replacements, attachments, additions, and accessions thereto (all of the
foregoing hereinafter called the "Collateral.") The Schedules may be
supplemented from time to time to evidence the Collateral subject to this
Agreement.
2. Representations, Warranties and Covenants. Except as otherwise provided, each
representation and warranty made by Debtor in this Agreement shall be true,
correct and complete as of the date of this Agreement and as of the date of each
advance of funds under a Note. Debtor hereby represents, warrants and covenants
as follows:
(a) Perform Obligations. Debtor shall pay as and when due all Indebtedness
secured by this Agreement and perform all of the obligations contained
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in this Agreement according to its terms. Debtor shall use the loan proceeds for
business uses and not for personal, family, household, or agricultural uses.
(b) Perfection. This Agreement and all necessary Uniform Commercial Code
filings together create a valid, perfected and first priority continuing lien
and security interest in the Collateral, securing the payment and performance of
the Indebtedness, and all filings and other actions necessary or desirable to
create, perfect and protect such security interest have been or will be duly
taken.
(c) Collateral Free and Clear. Except as may be set forth on a Schedule,
the Collateral is and shall remain free and clear of all liens, claims, charges,
encumbrances and other security interests of any kind (other than the security
interest granted hereby). Debtor shall defend the title to the Collateral
against all persons and against all claims and demands whatsoever.
(d) Possession and Operating Order of the Collateral. Debtor shall retain
possession of the Collateral at all times and shall not sell, exchange, assign,
loan, deliver, lease, mortgage, or otherwise dispose of the Collateral or any
part thereof without the prior written consent of Secured Party. Debtor shall at
all times keep the Collateral at the location[s] specified on the Schedules
(except for removals thereof in the usual course of business for temporary
periods). At Debtor's sole cost and expense, Debtor shall keep the Collateral in
good repair and condition and shall not misuse, abuse, waste or otherwise allow
it to deteriorate, except for normal wear and tear. Secured Party may verify any
Collateral in any reasonable manner which Secured Party may consider
appropriate, and Debtor shall furnish all reasonable assistance and information
and perform any acts which Secured Party may reasonably request in connection
therewith.
(e) Insurance. Debtor shall insure the Collateral against loss by fire
(including extended coverage), theft and other hazards, for its full insurable
value including replacement costs, with a deductible not to exceed Fifty
Thousand and 00/100 Dollars ($50,000.00) per occurrence and without
co-insurance. In addition, Debtor shall obtain liability insurance covering
liability for bodily injury, including death and property damage, in an amount
of at least Five Million and 00/100 Dollars ($5,000,000.00) per occurrence or
such greater amount as may comply with general industry standards, or in such
other amounts as Secured Party may otherwise require. All policies of insurance
required hereunder shall be in such form, amounts, and with such companies as
Secured Party may approve; shall provide for at least thirty (30) days prior
written notice to Secured Party prior to any modification or cancellation
thereof; shall name Secured Party as loss payee or additional insured, as
applicable, and shall be payable to Debtor and Secured Party as their interests
may appear; shall waive any claim for premium against Secured Party; and shall
provide
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that no breach of warranty or representation or act or omission of Debtor shall
terminate, limit or affect the insurers' liability to Secured Party.
Certificates of insurance or policies evidencing the insurance required
hereunder along with satisfactory proof of the payment of the premiums therefor
shall be delivered to Secured Party. Debtor shall give immediate written notice
to Secured Party and to insurers of loss or damage to the Collateral and shall
promptly file proofs of loss with insurers. Debtor hereby irrevocably appoints
Secured Party as Debtor's attorney-in-fact, coupled with an interest, for the
purpose of obtaining, adjusting and canceling any such insurance and endorsing
settlement drafts. Debtor hereby assigns to Secured Party, as additional
security for the Indebtedness, all sums which may become payable under such
insurance.
In the event Debtor fails to provide Secured Party with evidence of the
insurance coverage required by this Agreement, Secured Party may purchase
insurance at Debtor's expense to protect Secured Party's interests in the
Collateral. This insurance may, but need not, protect Debtor's interests. The
coverage purchased by Secured Party may not pay any claim made by Debtor or any
claim that is made against Debtor in connection with the Collateral. Debtor may
later cancel any insurance purchased by Secured Party, but only after providing
Secured Party with evidence that Debtor has obtained insurance as required by
this Agreement. If Secured Party purchases insurance for the Collateral, Debtor
will be responsible for the costs of that insurance, including interest and
other charges imposed by Secured Party in connection with the placement of the
insurance, until the effective date of the cancellation or expiration of the
insurance. The costs of the insurance may be added to the Indebtedness. The
costs of the insurance may be more than the cost of insurance Debtor is able to
obtain on its own.
(f) If Collateral Attaches to Real Estate. If the Collateral or any part
thereof has been attached to or is to be attached to real estate, an accurate
description of the real estate and the name and address of the record owner is
set forth on the Schedules. Debtor shall, on demand of Secured Party, furnish
Secured Party with a disclaimer or waiver of any interest in any such Collateral
satisfactory to Secured Party and signed by all persons having an interest in
the real estate. Notwithstanding the foregoing, the Collateral shall remain
personal property and shall not be affixed to realty without the prior written
consent of Secured Party.
(g) Financial Statements. Debtor shall furnish to Secured Party, as soon as
practicable, and in any event within sixty (60) days after the end of each
fiscal quarter of Debtor and each guarantor of all or any part of the
Indebtedness (each, a "Guarantor"), respectively, Debtor's and each Guarantor's
unaudited financial statements including in each instance, balance sheets,
income statements, and statements of cash flow, on a consolidated and
consolidating basis, as appropriate, and
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separate profit and loss statements as of and for the quarterly period then
ended and for the respective person's fiscal year to date, prepared in
accordance with generally accepted accounting principles, consistently applied
("GAAP"). Debtor shall also furnish to Secured Party, as soon as practicable,
and in any event within ninety (90) days after the end of each fiscal year of
Debtor and each Guarantor, respectively, Debtor's and each Guarantor's annual
audited financial statements, including balance sheets, income statements and
statements of cash flow for the fiscal year then ended, on a consolidated and
consolidating basis, as appropriate, which have been prepared by its independent
accountants in accordance with GAAP. Such audited financial statements shall be
accompanied by the independent accountant's opinion, which opinion shall be in
form generally recognized as "unqualified".
(h) Authorization. Debtor is now, and will at all times remain, duly
licensed, qualified to do business and in good standing in every jurisdiction
where failure to be so licensed or qualified and in good standing would have a
material adverse effect on its business, properties or assets. The execution and
delivery of this Agreement, the Notes the commitment executed by the parties, if
any, (to the extent not inconsistent herewith) and any other documents and
instruments executed contemporaneously with or delivered pursuant to this
Agreement and the Notes, all as amended from time to time (collectively the
"Loan Documents"), have been duly authorized by Debtor and constitute the legal,
valid, and binding obligations of Debtor, enforceable against Debtor in
accordance with their respective terms. Debtor shall preserve and maintain its
existence and shall not wind up its affairs or otherwise dissolve. Debtor shall
not, without thirty (30) days prior written notice to Secured Party, (1) change
its name or so change its structure such that any financing statement or other
record notice becomes misleading or (2) change its principal place of business
or chief executive or accounting offices from the address stated herein.
(i) Litigation. Except as disclosed by Debtor on a Schedule, there are no
judgments outstanding against or affecting Debtor, its officers, directors or
affiliates or any part of the Collateral and there are no actions, charges,
claims, demands, suits, proceedings, or investigations pending or threatened
against Debtor or otherwise affecting any part of the Collateral ("Litigation").
Debtor shall furnish to Secured Party all information regarding any material
Litigation as Secured Party shall reasonably request and in any event shall
promptly notify Secured Party in writing of any Litigation against it which if
decided against it would materially and adversely affect the finances or
operations of Debtor. For the purposes of this subsection 2(i), Five Hundred
Thousand and 00/100 Dollars ($500,000.00) shall be deemed material.
(j) No Conflicts. Debtor is not in violation of any material term or
provision of its by-laws, or of any material agreement or instrument, decree,
order, or any statute, rule, or governmental regulation applicable to it. The
execution, delivery,
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and performance of the Loan Documents do not and will not violate, constitute a
default under, or otherwise conflict with any such term or provision or result
in the creation of any security interest, lien, charge, or encumbrance upon any
of the properties or assets of Debtor, except for the security interest created
hereunder.
(k) Compliance with Laws. Debtor shall use and maintain the Collateral in
accordance with all applicable laws, regulations, ordinances, and codes and
shall otherwise comply in all material respects with all applicable laws, rules,
and regulations and duly observe all valid requirements of all governmental
authorities, and all statutes, rules and regulations relating to its business as
now in effect and which may be imposed in the future.
(l) Taxes. Debtor has timely filed all tax returns (federal, state, local,
and foreign) required to be filed by it and has paid or established reserves for
all taxes, assessments, fees, and other governmental charges in respect of its
properties, assets, income and franchises. Debtor shall promptly file, pay and
discharge all taxes, assessments, license fees (related to the Collateral) and
other governmental charges prior to the date on which penalties are attached
thereto, establish adequate reserves for the payments of such taxes,
assessments, and other governmental charges and make all required withholding
and other tax deposits, and, upon request, provide Secured Party with receipts
or other proof that any or all of such taxes, assessments, license fees or
governmental charges have been paid in a timely fashion; provided, however, that
nothing contained herein shall require the payment of any tax, assessment, or
other governmental charge so long as its validity is being diligently contested
in good faith and by appropriate proceedings diligently conducted and Debtor has
established cash reserves therefor in accordance with GAAP. Should any stamp,
excise, or other tax, including mortgage, conveyance, deed, intangible, or
recording taxes become payable in connection with or respect of any of the Loan
Documents, Debtor shall pay the same (including interest and penalties, if any)
and shall hold Secured Party harmless with respect thereto.
(m) Environmental Laws/Compliance. Except as disclosed by Debtor on a
Schedule, Debtor (1) has not received any claim, summons, complaint, order, or
other notice that it is not in compliance with, or that any public authority is
investigating its compliance with, any federal, state, and local laws, rules,
regulations, orders, and decrees relating to pollution, hazardous substances,
waste, disposal or the protection of human health or safety, plant life or
animal life, natural resources or the environment, all as amended from time to
time (collectively, "Environmental Laws"), (2) has no knowledge of any material
violation of any Environmental Laws on or about its assets or property, and (3)
is not under any current clean up or other remediation program or order. Debtor
has obtained all environmental, health and safety permits necessary for the
operation of Debtor's business. Debtor is and shall
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remain in compliance, in all respects, with the terms and conditions of all
permits and with all applicable Environmental Laws. Debtor shall provide Secured
Party, promptly following receipt, copies of any correspondence, notice,
complaint, order, or other document that it receives asserting or alleging a
circumstance or condition which requires or may require a cleanup, removal,
remedial action or other response by or on the part of Debtor under any
Environmental Laws, or which seeks damages or civil, criminal or punitive
penalties from Debtor for an alleged violation of any Environmental Laws. Debtor
will promptly notify Secured Party of any release, spill or material change in
the nature or extent of any hazardous substances or contaminants used,
transported or stored by Debtor or any subsidiary of Debtor, and allow no
material change in the use thereof or of Debtor's operations that would increase
in any material amount the risk of violation of any Environmental Laws without
the express prior written approval of Secured Party.
(n) Regulations. No proceeds of the loans or any other financial
accommodation hereunder will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin security, as that term is defined in
Regulations G, T, U, X of the Board of Governors of the Federal Reserve System.
(o) Books and Records. Debtor shall maintain, at all times, true and
complete books and records in accordance with GAAP and consistent with those
applied in the preparation of Debtor's financial statements. At all reasonable
times, upon reasonable notice, and during normal business hours, Debtor shall
permit Secured Party or its agents to audit, examine and make extracts from or
copies of any of its books, ledgers, reports, correspondence, and other records
relating to the Collateral.
(p) Setoff. Without limiting any other right of Secured Party, whenever
Secured Party has the right to declare any Indebtedness to be immediately due
and payable (whether or not it has so declared), Secured Party is hereby
authorized at any time and from time to time to the fullest extent permitted by
law, but shall not be obligated to, set off and apply against any and all
Indebtedness, any and all monies then or thereafter owed to Debtor by Secured
Party, whether or not the obligation to pay such monies owed by Secured Party is
then due. An election by Secured Party to exercise its right of setoff shall be
effective immediately upon such election even though any charge therefor is made
or entered on Secured Party's records subsequent thereto.
(q) Standard of Care; Notice of Claims. Debtor acknowledges and agrees that
Secured Party shall not be liable for any acts or omissions nor for any error of
judgment or mistake of fact or law other than as a sole and direct result of
Secured Party's gross negligence or willful misconduct. Debtor shall give
Secured Party
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written notice of any action or inaction by Secured Party or any agent or
attorney of Secured Party that may give rise to a claim against Secured Party or
any agent or attorney of Secured Party or that may be a defense to payment of
the Indebtedness or performance hereunder for any reason, including commission
of a tort (subject, in any event, to the first sentence of this paragraph) or
violation of any contractual duty or duty implied by law. Debtor agrees that
unless such notice is fully given as promptly as possible (and in any event
within thirty (30) days) after Debtor has knowledge, or with the exercise of
reasonable diligence should have had knowledge, of any such action or inaction,
Debtor shall not assert, and Debtor shall be deemed to have waived, any claim or
defense arising therefrom.
(r) Indemnity. Debtor shall indemnify, defend and hold Secured Party, its
parent, affiliates, officers, directors, agents, employees, consultants, persons
engaged by Secured Party to evaluate or monitor the Collateral, auditors and
attorneys harmless from and against any loss, cost, expense (including
reasonable attorneys' fees and costs and any consultants' or other experts' fees
and expenses), damage, penalty, fine, claim, lien, suit, judgment or liability
of every kind and nature arising directly or indirectly out of (i) any Loan
Document, (ii) the ownership, possession, lease, operation, use, condition,
sale, return, or other disposition of the Collateral, except to the extent the
loss, expense, damage or liability arises solely and directly from Secured
Party's gross negligence or willful misconduct, (iii) any Environmental Laws,
and (iv) the enforcement by Secured Party of its rights or remedies hereunder.
Any payments required to be made hereunder shall be due and payable on demand.
(s) Payments Set Aside. If any payment is made to Secured Party or Secured
Party enforces its security interest or exercises its right of set off, and such
payment or part, or any proceeds of such enforcement or set off are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery, the Indebtedness or part thereof originally intended to
be satisfied, and all liens, security interests, rights and remedies therefor,
shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or set off had not occurred.
(t) Expenses and Attorneys' Fees. Debtor shall be liable for all charges,
costs, expenses and attorneys' fees incurred by Secured Party (including
allocated costs of internal counsel): (i) in perfecting, defending, protecting
or terminating its security interest in the Collateral, or any part thereof;
(ii) in the negotiation, execution, delivery, administration, amendment or
enforcement of the Loan Documents or the collection of any amounts due under any
Note or other Loan Document; (iii) in any lawsuit or other legal proceeding in
any way connected with
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any of the Loan Documents, including any contract or tort or other actions, any
arbitration or other alternative dispute resolution proceeding, all appeals and
judgment enforcement actions and any bankruptcy proceeding (including any relief
from stay and/or adequate protection motions, cash collateral disputes,
assumption/rejection motions and disputes or objections to any proposed
disclosure statement or reorganization plan).
(u) Complete Information. No representation or warranty made by Debtor in
any Loan Document and no other document or statement now or hereafter furnished
to Secured Party by or on behalf of Debtor contains or will contain any
misstatement of a material fact or omit to state any material fact which would
make the statements contained therein misleading. Except as expressly set forth
in the Schedules, there is no fact known to Debtor that has or could have a
materially adverse affect on the business, operation, condition (financial or
otherwise), performance, properties or prospects of Debtor or Debtor's ability
to timely pay all of the Indebtedness and perform all of its other obligations
contained in or secured by this Agreement.
(v) Collateral Documentation. Debtor shall deliver to Secured Party prior
to any advance, satisfactory documentation regarding the Collateral to be
financed, including such invoices, canceled checks evidencing payments, or other
documentation as may be reasonably requested by Secured Party. Additionally,
Debtor shall satisfy Secured Party that Debtor's business and financial
information is as has been represented and there has been no material change in
Debtor's business, financial condition, or operations.
3. Prepayment. Upon forty-five (45) days prior written notice to Secured Party,
Debtor may prepay in whole, but not in part, the then entire unpaid principal
balance of any Note, together with all accrued and unpaid interest thereon to
the date of such prepayment, provided that in addition to such prepayment,
Debtor shall pay (i) any and all other sums then due under any of the Loan
Documents, and (ii) a prepayment fee as liquidated damages and not as a penalty,
in a sum equal to one percent (1%) of the principal balance prepaid for each
full or partial twelve (12) month period by which the date of the prepayment
precedes the scheduled date of the final installment of principal under the
Note. The prepayment fee described in clause (ii) above shall also be due upon
the acceleration of the maturity date of any Note following the occurrence of
any Event of Default.
4. Events of Default. If any one of the following events (each of which is
herein called an "Event of Default") shall occur: (a) Debtor fails to pay any
part of the Indebtedness within ten (10) calendar days of its due date,
provided, however, that Secured Party shall give notice thereof to Debtor on the
first two (2) such occasions in
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any one calendar year and it shall not be an Event of Default hereunder in those
occasions unless Debtor fails to pay the amount due within ten (10) days of such
notice, or (b) any warranty or representation of Debtor in any Loan Document is
materially untrue, misleading or inaccurate, or (c) Debtor or any Guarantor
breaches or defaults in the performance of any other agreement or covenant under
any Loan Document, or (d) Debtor or any Guarantor breaches or defaults in the
payment or performance of any debt or other obligation owed by it to Secured
Party or any affiliate of Secured Party, and Secured Party has (without being
obligated to do so) declared such event, an Event of Default hereunder, or (e)
Debtor breaches or defaults in the payment or performance of any debt or other
obligation, whether now or hereafter existing, with an outstanding principal
balance in excess of One Million and 00/100 Dollars ($1,000,000.00), and the
same is subsequently accelerated, or (f) there shall be a change in the
beneficial ownership and control, directly or indirectly, of the majority of the
outstanding voting securities or other interests entitled (without regard to the
occurrence of any contingency) to elect or appoint members of the board of
directors or other managing body of Debtor or any Guarantor (a "change of
control"), or there is any merger, consolidation, dissolution, liquidation,
winding up or sale or other transfer of all or substantially all of the assets
of Debtor or any Guarantor pursuant to which there is a change of control or
cessation of Debtor or the Guarantor or the business of either, or (g) any money
judgment is entered or filed against Debtor or any Guarantor in excess of One
Million and 00/100 Dollars ($1,000,000.00), or (h) Debtor or any Guarantor shall
file a voluntary petition in bankruptcy, shall apply for or permit the
appointment by consent or acquiescence of a receiver, conservator,
administrator, custodian or trustee for itself or all or a substantial part of
its property, shall make an assignment for the benefit of creditors or shall be
unable, fail or admit in writing its inability to pay its debts generally as
such debts become due, or (i) there shall have been filed against Debtor or any
Guarantor an involuntary petition in bankruptcy or Debtor or any Guarantor shall
suffer or permit the involuntary appointment of a receiver, conservator,
administrator, custodian or trustee for all or a substantial part of its
property or the issuance of a warrant of attachment, diligence, execution or
similar process against all or any substantial part of its property; unless, in
each case, such petition, appointment or process is fully bonded against,
vacated or dismissed within forty-five (45) days from its effective date, but no
later than ten (10) days prior to any proposed disposition of any assets
pursuant to any such proceeding, (j) if there is a material adverse change in
the business or financial condition or prospects of Debtor, or any Guarantor,
then, and in any such event, Secured Party shall have the right to exercise any
one or more of the remedies hereinafter provided, or (k) Debtor ceases
conducting business at its store located at 000 - 00xx Xxxxxx XX, Xxxxxxxx,
Xxxxxxxxxx.
5. Remedies. Upon the occurrence of an Event of Default, in addition to all
rights and remedies of a secured party under the Uniform Commercial Code,
Secured Party
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may, at its option, at any time (a) declare the Indebtedness to be immediately
due and payable; (b) without demand or legal process, enter the premises where
the Collateral may be found and take possession of and remove the Collateral,
all without charge to or liability on the part of Secured Party; or (c) require
Debtor to assemble the Collateral, render it unusable, and crate, pack, ship,
and deliver the Collateral to Secured Party in such manner and at such place as
Secured Party may require, all at Debtor's sole cost and expense. DEBTOR HEREBY
EXPRESSLY WAIVES ITS RIGHTS, IF ANY, TO (1) PRIOR NOTICE OF REPOSSESSION AND (2)
A JUDICIAL OR ADMINISTRATIVE HEARING PRIOR TO SUCH REPOSSESSION. Secured Party
may, at its option, ship, store and repair the Collateral so removed and sell
any or all of the Collateral at a public or private sale or sales. Unless the
Collateral is perishable or threatens to decline speedily in value or is of a
type customarily sold on a recognized market, Secured Party will give Debtor
reasonable notice of the time and place of any public sale thereof or of the
time after which any private sale or any other intended disposition thereof is
to be made, it being understood and agreed that Secured Party may be a buyer at
any such sale and Debtor may not, either directly or indirectly, be a buyer at
any such sale. The requirements, if any, for reasonable notice will be met if
such notice is mailed postage prepaid to Debtor at its address shown above, at
least five (5) days before the time of sale or disposition. After any such sale
or disposition, Debtor shall be liable for any deficiency of the Indebtedness
remaining unpaid, with interest thereon at the rate set forth in the related
Notes.
6. Cumulative Remedies/Marshaling. All remedies of Secured Party hereunder are
cumulative, are in addition to any other remedies provided for by law or in
equity, or under any other provision of any of the Loan Documents, or under the
provisions of any other document, instrument or other writing executed by Debtor
or any third party in favor of Secured Party, all of which may, to the extent
permitted by law, be exercised concurrently or separately, and the exercise of
any one remedy shall not be deemed an election of such remedy or to preclude the
exercise of any other remedy. No failure on the part of Secured Party to
exercise, and no delay in exercising any right or remedy, shall operate as a
waiver thereof or in any way modify or be deemed to modify the terms of this
Agreement or any other Loan Document or the Indebtedness, nor shall any single
or partial exercise by Secured Party of any right or remedy preclude any other
or further exercise of the same or any other right or remedy. Secured Party
shall not be under any obligation to marshal any assets in favor of Debtor, any
Guarantor or any other person or against or in payment of any or all of the
Indebtedness.
7. Assignment. Secured Party may transfer or assign all or any part of the
Indebtedness and the Loan Documents without releasing Debtor or the Collateral,
and upon such transfer or assignment the assignee or holder shall be entitled to
all the
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rights, powers, privileges and remedies of Secured Party to the extent assigned
or transferred. The obligations of Debtor shall not be subject, as against any
such assignee or transferee, to any defense, set-off, or counter-claim available
to Debtor against Secured Party and any such defense, set-off, or counter-claim
may be asserted only against Secured Party.
8. Time is of the Essence. Time and manner of performance by Debtor of its
duties and obligations under the Loan Documents is of the essence. If Debtor
shall fail to comply with any provision of any of the Loan Documents, Secured
Party shall have the right, but shall not be obligated, to take action to
address such non-compliance, in whole or in part, and all moneys spent and
expenses and obligations incurred or assumed by Secured Party shall be paid by
Debtor upon demand and shall be added to the Indebtedness. Any such action by
Secured Party shall not constitute a waiver of Debtor's default.
9. Enforcement. This Agreement shall be governed by and construed in accordance
with the internal laws and decisions of the State of Illinois, without regard to
principles of conflicts of law. At Secured Party's election and without limiting
Secured Party's right to commence an action in any other jurisdiction, Debtor
hereby submits to the exclusive jurisdiction and venue of any court (federal,
state or local) having situs within the State of Illinois, expressly waives
personal service of process and consents to service by certified mail, postage
prepaid, directed to the last known address of Debtor, which service shall be
deemed completed within ten (10) days after the date of mailing thereof.
10. Further Assurance; Notice. Debtor shall, at its expense, execute and deliver
such documents and do such further acts as Secured Party may from time to time
reasonably require to assure and confirm the rights created or intended to be
created hereunder, to carry out the intention or facilitate the performance of
the terms of the Loan Documents or to assure the validity, perfection, priority
or enforceability of any security interest created hereunder. Debtor agrees to
execute any instrument or instruments necessary or expedient for filing,
recording, perfecting, notifying, foreclosing, and/or liquidating of Secured
Party's interest in the Collateral upon request of, and as determined by,
Secured Party, and Debtor hereby specifically authorizes Secured Party to
prepare and file Uniform Commercial Code financing statements and other
documents and to execute same for and on behalf of Debtor as Debtor's
attorney-in-fact, irrevocably and coupled with an interest, for such purposes.
All notices required or otherwise given by either party shall be in writing and
shall be delivered by hand, by registered or certified first class United States
mail, return receipt requested, or by overnight courier to the other party at
its address stated herein or at such other address as the other party may from
time to time designate by written notice. All notices shall be deemed given when
received, when delivery is refused or
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when returned for failure to be called for. Each provision of this Agreement
shall remain in full force and effect until all of the Indebtedness is fully,
finally and indefeasibly satisfied and, notwithstanding anything in this
Agreement or implied by law to the contrary, the agreements of Debtor and
Secured Party set forth in Sections 2(p), 2(r), 2(s), 2(t), 9 and 12 shall
survive the full, final and indefeasible satisfaction of the Indebtedness.
11. Joint and Several Obligation. If this Agreement is executed by more than one
person as Debtor, each such Debtor hereby acknowledges it is jointly and
severally liable for and unconditionally guarantees the prompt and full payment
and performance of all obligations of each other Debtor hereunder and under the
other Loan Documents.
12. Waiver of Jury Trial. Debtor and Secured Party hereby waive their respective
rights to a jury trial of any claim or cause of action based upon or arising in
connection with any of the Loan Documents. Debtor and Secured Party acknowledge
that this waiver is a material inducement to enter into a business relationship,
that each has already relied on the waiver in entering into the Loan Documents,
and that each will continue to rely on the waiver in their related future
dealings. Debtor and Secured Party further warrant and represent that each has
reviewed this waiver with its legal counsel and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel.
13. Complete Agreement. The Loan Documents embody the entire agreement among the
parties hereto superseding all prior commitments, agreements, representations,
and understandings, whether written or oral relating to the subject matter
hereof, and may not be contradicted or varied by evidence of prior,
contemporaneous, or subsequent oral agreements or discussions of the parties
hereto. The Loan Documents may not be altered, modified or terminated in any
manner except by a writing duly signed by the parties thereto. Debtor and
Secured Party intend the Loan Documents to be valid and binding and no
provisions hereof and thereof which may be deemed unenforceable shall in any way
invalidate any other provisions of the Loan Documents, all of which shall remain
in full force and effect. The Loan Documents shall be binding upon the
respective successors, legal representatives, and assigns of the parties. The
Schedules are incorporated herein by this reference and made a part hereof.
12
13
IN WITNESS WHEREOF, Secured Party and Debtor have each signed this Agreement as
of the day and year first above written.
XXXXXX FINANCIAL, INC. G.I. JOE'S, INC.
a Delaware Corporation an Oregon Sub S-Corporation
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------- ---------------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
----------------------------- --------------------------------
Title: Senior Vice President Title: Vice President
---------------------------- -------------------------------
13
14
SCHEDULE
Description of Collateral
Description of Collateral (Full description including make, model and serial
number):
See Schedule A attached hereto and made a part hereof.
Place where Collateral is to be kept:
000 - 00xx Xxxxxx X.X., Xxxxxxxx, Xxxxxxxxxx 00000
Other liens, encumbrances or security interests to which Collateral is or may be
subject, if any:
NIA
Other Collateral
NIA
Other:
If Collateral is attached or to be attached to real estate, set forth:
Address of Real Estate (Including County, block number, lot number, etc.):
See Exhibit B attached hereto and made a part hereof.
Record Owner of Real Estate (Name and Address):
South Hill Village Limited Partnership
If the real estate at which the Collateral is to be kept is leased:
Name and Address of Lessor of Real Estate:
/s/
------------------------------------
Initials
14
15
SCHEDULE A
Page 1 of 7
Schedule annexed to and made a part of a certain Security Agreement dated the
31st day of October 1997, or related documentation by and between the
undersigned.
Description of Collateral (Quantity; New/Used; Model; General Description; and
if applicable, Engine and/or Serial Number), together with all products and
proceeds (including insurance proceeds) thereof, any, and if all increases,
substitutions, replacements, attachments, additions, and accessions thereto:
Equipment located at: 000 - 00xx Xxxxxx X.X., Xxxxxxxx, Xxxxxxxxxx 00000
Qnty. Vendor Invoice # General Description Serial Number
-------------------------------------------------------------------------------------------------------------------
2800 A & E Products Group 633902 17" Clear Sty Top w/RE
9100 14" Clear PS MB w/5" HK
500 17" Clear PS BR w/RG HK
1 Accu Time Systems Inc. 8677 S3000 Modem with 2x20LCD and
GlobTek power pack
2 Accutech Northwest 2164 Accutech Triad PC with Pentium 970714A
133 MHz CUP, 512K pipeline 970714B
Cache, 15 MB EDO Ram, WD .2 GB
Hard Drive, 14.44 MB floppy
drive, floppy lock, Diamond
Stealth 54 PCI 2 MB video, PS/2
port, 3 Com Token Ring NIC, 15x
CD ROM, Logitech trackball,
minitower case with 240 Watt
PS., Windows 95, Windows 95
keyboard, GIJ power cord, and
15" SVGA monitor
3 Accutech Receiving PC with 970714C
Pentium 133 MHz CPU, 512K 970714D
pipeline cache, 15MB EDO Ram, WD 970714E
1.2 GB hard drive, 1.444 MB
floppy drive. floppy lock,
Diamond Stealth 54 PCI 2 MB
video, PS/2 port, 3 COM token
ring NIC, Logitech trackball,
mini tower case 2/ 250 watt PS.
Windows 95, Windows 95 keyboard,
GIJ power cord, and 15" SVGA
monitor
16
SCHEDULE A
Page 2 of 7
-------------------------------------------------------------------------------------------------------------------
1 Accutech Min PC with Pentium 133 970714F
MHz CPU, 15K pipeline cache, 15
MB EDO RAM, WD 1.2 GB hard
drive, 1.44 MB floppy drive,
floppy lock, Diamond Stealth 54
PCI 2 MB video, PS/2 port, 3 Com
token ring NIC, 15x CD ROM,
Logitech trackball, mini tower
case w/250 watt PS, Windows 95,
Windows 95 keyboard, GIJ power
cord, and 15" SVGA monitor
3 Lexmark Optra 4+ Printer (IBM
4049-RA1)
1 MS Office 95 Professional License
1 IBM 2210-12T Router
1 Accutech Northwest 2164 IBM 8226-001 RJ45 Token Ring MAU
1 APC BK 450 UPS
1 2205 Okidata 320 Turbo Printer with 611 A22354
Serial Interface and Serial
Interface Cable for Ticketmaster
Terminal
1 Applied Handling NW Inc. 970048 Seismic Engineering Calculations
& Drawings
3 970098 Frame; Used Beams (20)
970101 44"x144" Frame with 6x6x3/8 FP
(20); Used Beams (84)
1 Xxxxxxxxx, Xx 7164 Temporary Drop Box
Bon Art International M0043759 Grid Gondola (11); T-Frame Unit
8'x36" (6); T-Frame Unit 12'x36"
(8); T-Frame Unit 24'x36" (1);
T-Frame 12' (4); T-Frame
8'x36"x84" (5); T-Frame
4'x36"x72"
Burgeners Woodworking Inc. 2734 Wood Fixtures
5339 Wood Fixtures
5367 Wood Fixtures
14 Checkmate Electronics Inc. 9761 Standard Care Reader System Type
430-RCB04 - 48"
10 Choice Solutions Inc. 07510A Netsoft Portfolio Select
Classic Displays 1171 Rotating Rod Display (14); 48"
12 Bow Rack (2)
100 Commercial Design Systems 0003996 Aisle Markers
Inc.
1 0004030 Decor down payment
17
SCHEDULE A
Page 3 of 7
-------------------------------------------------------------------------------------------------------------------
1 Continental Store Fixtures 003684 Xxxxxxxx with Top Panel Bracket
Inc.
32 003702 Xxxxxxxx with Top Panel Bracket
1 Xxxxxxx-Xxxxxxx Corp. 730012 Jetcount Cash Counter Model 4021
1 730013 Encoder with RS232 and Single
Pocket
Xxxxxxxxxx Manufacturing Co. 50098 6" Slatwall Hook (500); 8 1/2"
BR-back no bend on the end
(100); 8 1/2" BR-back (100);1/2"
BR-back no bend on the end; 12"
Can Driver (100); 14" Can Driver
(1,600); 12" Plastic Back
Scanner (500); 4" Plastic Back
Scanner (600); 6" Plastic Back
Scanner (1,000); 8" Plastic Back
Scanner (15,000); 8" Slatwall
Hook (400)
1 Darcomm D97062702 DSU/CSU S/A 7055275
1 Diamondback 440753 AVR Housing End Caps
1 Shimano XX Xxxx Pins
2 Bullshot Bearing Grease
1 PRK PRS-3 SLG RPR Stand w/Base
2 F-Line Gripshift Lube
2 F-Line Ecotech Degreaser
1 Diamondback 440753 Whls 4MM Ally Ferle
5 DC 11/8" Star Flngle Washer Asbly
1 DC Mnt Hot Tip End Caps
Discovery Plastics Inc. 187986 3" Chrome Stem (100); IVC-Mag
Hugger for C.S. Sign (55)
187985 7x5 1/2 Chrome Channel (280);
11x7 Chrome Stem Signholder
(100); 3" Tapered Chrome Stem
350); 5 1/2x3 1/2 Econ Slantback
Centertop 26); 7x5 Econ
Slantback Centertop (10);
5 1/2x3 1/2 Econ Slantwall (800);
7x5 1/2 Econ Slantwall (80);
2088E with retainer cable (600);
Joe's Coil (450)
242 Display Concepts 345484 Faceout Rect Tube Chrome
Eastwood Metal Products Inc. 00071436 3x12 Divider (100); 3x14 Divider
(500); 3x48 Fence (80); 6x18
Divider (25)
18
SCHEDULE A
Page 4 of 7
-------------------------------------------------------------------------------------------------------------------
00071671 6x28 Divider (350); 6x18 Divider
(100)
1,050 Grand And Benedicts Inc. 0395159 Plastic Coated Coil
24 0397877 Black Club Rack with Pegboard
Adapters
0397878 5" Base (25) 14x22 bulletin Card
Stand (10)
0397885 3/8" Pacer Caster (38) 4-Way
Rack with Four Adjustable
Arms (55); Chrome Quad Rack
with Vertical Spider ( 55);
Adjustable Arm for Quad Rack
(220); Rectangular 2-Way
Combo Arm (14); Tri Level
Round Rack with 36" Casters
(71); 4-Way Racks with Three
Adjustable I-Slant (38);
Chrome Quad Rack with
Vertical Spider (38); Adjustable
Arm for Quad Rack (114); 16"
Slant Arms for Quad Rack (38)
0399221 24" Temp Round 3/16" Polished
(l2); 2 1/4x4 1/4 Vinyl Envelopes
(5); 3 3/16x5 11/16 Medium
Vinyl Pouch (3); 6"x9" vinyl
envelope (2)
0400188 48" Black Fish Rod Rack (15);
36" Black Net Rack (2); 48"
Black Net Rack (3)
1 Xxxxxxxx Engine Sales Inc. 211834 Power-Gard Generator Model AE8 E972196
with 7200 watt 120/240 Vac.
Single Phase 50 Cycle, 3600 RPM,
Automatic Start & Stop, Natural
Gas Fired Generator with 50 Amp
Auto Transfer Switch and Sound
Attenuated Enclosure and Battery
Charger
1 Honeywell Protection Services 107PS283-142 Security System
358PS098-142
1 Honeywell Protection Services 276PS523-722 Notifier Fire Panel
1 IBM Corporation Sm2 P4C7133 Data Cable
P4D2014 ATT Cable (6); Loot Attachment
(4)
1 P524606 Cable
Lindcraft Incorporated 7498 L-9 Black Straight Floor Stand
(95); 9' Black Connecting Pipe
(8); 10' Black Connecting Pipe
(2); Black Bar Coupler (4)
19
SCHEDULE A
Page 5 of 7
-------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Manufacturing Co. 38518 65" Grey Garment Rack (2) Four
Shelf Narrow Stock Truck with
Rubber Casters (4)
2 38472 65"x4" Grey Garment Rack; Pallet
Xxxx; Economy Lumber & Paneling
Cart (1); 24x48 Steel Platform
Truck; 30x60 Steel Platform
Truck; Four Shelf Narrow Stock
Truck with Rubber Casters (4)
4 Madix Store Fixtures T711165 W-Hooks
8 Moon International 020941 Custom Checkstand Lights
1 New Hermes Incorporated GA593636-0 1/8 Bply/Gf1ex Carb Cutter (2) 728710
IM-3 Engravograph Engravocolor
Sticks; 2 3/4 Slide; Vertical
Triple Slide; Standard Block
Cond Cap Set
1 Xxxx Mobile Storage System 7373 Xxxx Mobile System with Shelving
Inc.
7477 Xxxx Mobile System with Shelving
and Particle Board
6 Pos Peripheral Products Inc. 1363 Symbol Tech LS2030 Scanner with
5b Cable
240 Xxxxxx International Inc. 129868 Black Handbasket
10 130012 6" No Seat Garden Center Cart
Xxxxxxxxx And Xxxxx 5284 Misc. Construction Materials
Construction 5294
5307
Xxxxxxxx Inc. 34642 Miscellaneous Department Fixtures
34949
34950
35228
35745
36576
10 Xxxxxxx Technology Group 0000956 MS Exchange Cal's MOLP-A
10 MS NT MOLP-A Cal's
2 Triad Systems Corporation 97014937 Lasercat Software
1 United Bicycle Parts Inc. 29135 Axle Nut 7& Washer Kit; Bottom
Bracket Kit; Carbon Ball Bearing
Kit, Small; Bearing Retainer
Kit; Bicycle Research Spare Kit;
Brake & Derailleur Ferrule Kit;
Hex Zinc Fastener Kit; Headset
Spacer Kit; Shimano Cantilever
Kit; Shimano Axle Kit
20
SCHEDULE A
Page 6 of 7
-------------------------------------------------------------------------------------------------------------------
1 United Bicycle Tool 000074046 Park Spoke Wrench (Green); Park
Spoke Wrench (Red);1/2" Pedal Tap
Set (2); Shimano Cable & Housing
Cutter; Shimano Ex Freehub
Remover; Shimano Freehub body
tool; Xxxxx Seapost sizing Rods;
United Brass Crown Rase Setter;
1-1/8" Oversize Crown Rase Set;
United 1-1/4" Crown Rase Set;
Copper Soft Jaws - 5"; UB
Grab-It Magnet; Tap Handle for
Pedal Taps; Var Universal Crown
Race Remover; Sutherlands 6th
Edition; Minoura Steel Dishing
Tool; Park Deluxe Single-less
Base; Park Wheel Truing Jig
(Shop); Base Plate for PRS3
000074047
Vail Wire 63176 24"x84" Tri Unit with Slat Grid
1 Vermont Ski Safety Equipment 15 Vermont Release Calibrator Kit
I
1 XX Xxxxxxxx Inc. 000-000000-0 HP Air Compressor; Air Blowgun
(2); 1/3" F Npt Air Xxxxx (2);
3/8" x9' Recoil Hose; 14.4V
Cordless Drill; 14.4V Battery;
5" Bench Grinder; 4" Utility
Vise; 30 Drawer Parts Cabinet
(3); 9 Drawer Cabinet (4); Parts
Storage Cabinet (2)
21
SCHEDULE A
Page 7 of 7
-------------------------------------------------------------------------------------------------------------------
1 Wintersteiger Div. Sports 68193 Black Repair Candle (3); Clear
Repair Candle (3); Clear
Sintered Base Material (2);
Black Sintered Base Material
(2); Double Ski Vise; Adjustable
Ski Rest; T-Line Board Fix;
Snowboard Adapter for SPBU (2);
Metric Tape Measure (2);
Magnetic Tool Holder (3);
Snowboard Insert Drill Bit;
Mounting Vise; Tool Retractor
(2); and held Base Extruder; 6"
Federal File (5); 8" Federal
File (5); 10" Federal File (3);
Panser File 300MM; Panser File
Holder 300MM; Bevel Sleeves;
Snowboard Bevel Sleeves; Polish
Stick (2); Pocket Deburring
Stone (3); 4" Fine Diamond
Stone; 4" Coarse Diamond Stone;
Small Gummi Stones (3) Snowboard
Metal Scraper; Single Plexi
Scraper (12); Iron; Xxxxx Cloth;
HW-100 Base Plane; Veg Oil
Emulsion; Belt Breaking Stone;
Belt Cleaning Brush; Safety
Glasses (2); Non Abrasive
Buffing Pad (10); Brake Retainer
(10); Silicon Spray (3); Clear
Hrp Polyethylene (2); Black Hrp
Polyethylene
1 Wintersteiger Div. Sports 68330 Total Tolls Snowboard 1x 220;
Adult Ramp; Plastic Boot Inserts
(2); Mineral Oil Emulsion (2);
Melting Wax (10)
XXXXXX FINANCIAL, INC. G.I. JOE'S, INC.
Secured Party Debtor
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------------- -------------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
------------------------------- -----------------------------
Title: Senior Vice President Title: Vice President
------------------------------ ----------------------------
22
EXHIBIT B
SOUTH HILL VILLAGE LIMITED PARTNERSHIP/
G.I. JOE'S, INC.
PARCEL #1:
---------
Commencing at the Northeast corner of the Northwest quarter of the Southwest
quarter of SECTION 3, TOWNSHIP 19 NORTH, RANGE 4 EAST of the Willamette
Meridian;
Thence along the North line of said subdivision, North 88 degrees 34 minutes 04
seconds West, 769.89 feet;
Thence South 00 degrees 56 minutes 36 seconds West, 27.00 feet to the Southerly
margin of 31st Avenue Southeast, as conveyed to the City of Puyallup by deed
recorded under A.F.N. 9406200692, and the true point of beginning;
Thence North 88 degrees 34 minutes 04 seconds West, along said margin, 442.03
feet;
Thence South 03 degrees 58 minutes 13 seconds East 0.22 feet to a point on a
non-tangent curve concave to the Southeast, the radius point of which bears
South 04 degrees 37 minutes 19 seconds East, 40.00 feet;
Thence Southwesterly, along said curve through a central angle of 85 degrees 17
minutes 17 seconds for an arc distance of 59.54 feet to the Easterly margin of
Meridian Street as established by City of Puyallup Vacation Ordinance No. 2406
and recorded under Auditor's Fee No. 9409130085;
Thence along said Easterly margin, South 00 degrees 05 minutes 24 seconds West
127.47 feet to the P.C. of a curve concave to the Northwest having a radius of
196.45 feet; Thence Southwesterly, along said curve through a central angle of
18 degrees 31 minutes 51 seconds for an arc distance of 63.54 feet,
Thence South 18 degrees 37 minutes 15 seconds West, 48.83 feet to the P.C. of a
curve concave to the Northwest having a radius of 268.18;
Thence Southwesterly, along said curve through a central angle of 05 degrees 12
minutes 48 seconds for an arc distance of 24.40 feet;
Thence South 23 degrees 50 minutes 03 seconds West 159.49 feet; Thence South 00
degrees 56 minutes 32 seconds West, 175.15 feet to the Northerly margin of SR
512-5N;
Thence along said Northerly margin South 40 degrees 13 minutes 03 seconds East,
132.28 feet;
Thence South 25 degrees 14 minutes 05 seconds East 64.54 feet;
Thence South 14 degrees 48 minutes 43 seconds East 70.32 feet;
Thence South 12 degrees 43 minutes 50 seconds East 46.47 feet;
Thence South 06 degrees 40 minutes 55 seconds East 242.20 feet;
Thence leaving said margin South 89 degrees 03 minutes 24 seconds East 144.21
feet;
Page 1 of 6
23
EXHIBIT B
Thence South 00 degrees 54
minutes 36 seconds West 83.53 feet to a point of curvature;
Thence Southwesterly, along a curve concave to the right with a radius of 35.00
feet, through a central angle of 94 degrees 31 minutes 35 seconds for an arc
distance of 57.74 feet;
Thence North 84 degrees 31 minutes 49 seconds West 79.17 feet to a point of
curvature;
Thence Northwesterly, through a curve concave to the right with a radius of
35.00 feet, through a central angle of 99 degrees 10 minutes 32 seconds for an
arc distance of 60.58 feet to the Easterly margin of SR 161;
Thence along said Easterly margin South 14 degrees 38 minutes 43 seconds West
53.94 feet to the Northerly margin of 35th Avenue Southeast as conveyed to the
City of Puyallup by deed recorded under A.F.N. 9406200691;
Thence South 69 degrees 55 minutes 13 seconds East, along said Northerly margin,
30.27 feet;
Thence South 84 degrees 31 minutes 49 seconds East, along said Northerly margin,
119.98 feet;
Thence South 89 degrees 03 minutes 24 seconds East, along said Northerly margin,
136.24 feet;
Thence North 00 degrees 56 minutes 36 seconds East 560.00 feet;
Thence, parallel with said Northerly margin, South 89 degrees 03 minutes 24
seconds East 125.09 feet;
Thence North 00 degrees 56 minutes 36 seconds East 709.56 feet to the Southerly
margin of 31st Avenue Southeast as conveyed to the City of Puyallup by deed
recorded under A.F.N. 9406200692, and the true point of beginning.
EXCEPT THEREFROM the following three parcels:
Commencing at a point 30 feet North and 30 feet West of the
Southeast corner of the Northwest quarter of the Southwest
quarter of SECTION 3, TOWNSHIP 19 NORTH, RANGE 4 EAST, X.X.,
Xxxxxx County, Washington;
Thence parallel with the South line of said subdivision, North 89 degrees 03
minutes, 24 seconds West 904 feet;
Thence North 00 degrees 56 minutes 36 seconds East 549.78 feet;
Thence parallel with the South line of said subdivision, North 89 degrees 03
minutes 24 seconds West, 126.10 feet to the true point of beginning;
Thence continue North 89 degrees 03 minutes 24 seconds West, 179.81 feet;
Thence South 00 degrees 56 minutes 36 seconds West, 89.84 feet;
Thence South 35 degrees 23 minutes 29 seconds East, 68.32 feet;
Thence parallel with the South line of said subdivision, south 89 degrees 03
minutes 24 seconds East 139.33 feet;
Page 2 of 6
24
EXHIBIT B
Thence North 00 degrees 56 minutes 36 seconds East, 144.88 feet to the true
point of beginning.
Commencing at the Northeast corner of the Northwest quarter of the Southwest
quarter of SECTION 3, TOWNSHIP 19 NORTH, RANGE 4 EAST of the Willamette
Meridian;
Thence along the North line of said subdivision, North 88 degrees 34 minutes 04
seconds West, 769.89 feet;
Thence South 00 degrees 56 minutes 36 seconds West, 27.00 feet to the Southerly
margin of 31st Avenue Southeast, as conveyed to the City of Puyallup by deed
recorded under A.F.N. 9406200692;
Thence North 88 degrees 34 minutes 04 seconds West along said margin, 219.01
feet, and the true point of beginning;
Thence North 88 degrees 34 minutes 04 seconds West, along said margin, 223.02
feet;
Thence South 03 degrees 58 minutes 13 seconds East, 0.22 feet to a point on a
non-tangent curve concave to the Southeast, the radius point of which bears
South 04 degrees 37 minutes 19 seconds East, 40.00 feet;
Thence Southwesterly, along said curve through a central angle of 85 degrees 17
minutes 17 seconds for an arc distance of 59.54 feet to the Easterly margin of
Meridian Street as established by City of Puyallup Vacation Ordinance No. 2406
and recorded under Auditor's Fee No. 9409130085;
Thence along said Easterly margin, South 00 degrees 05 minutes 24 seconds West
127.47 feet to the P.C. of a curve concave to the Northwest having a radius of
196.45 feet;
Thence Southwesterly, along said curve through a central angle of 18 degrees 31
minutes 51 seconds for an arc distance of 63.54 feet;
Thence South 18 degrees 37 minutes 15 seconds West, 48.83 feet to the P.C. of a
curve concave to the Northwest having a radius of 268.18;
Thence Southwesterly, along said curve through a central angle of 05 degrees 12
minutes 48 seconds for an arc distance of 24.40 feet;
Thence South 23 degrees 50 minutes 03 seconds West 159.49 feet; Thence South 00
degrees 56 minutes 32 seconds West, 175.15 to the Northerly margin of SR 512-5N;
Thence along said Northerly margin South 40 degrees 13 minutes 03 seconds East,
102.95 feet;
Thence, leaving said margin, South 89 degrees 03 minutes 24 seconds East 259.03
to a point of curvature;
Thence Northeasterly, along a 25.00 foot radius curve to the left, through a
central angle of 90 degrees for an arc distance of 39.27 feet;
Thence North 00 degrees 56 minutes 36 seconds East 672.76 feet to the Southerly
margin of 31st Avenue Southeast as conveyed to the City of Puyallup by deed
recorded under A.F.N. 9406200692, and the true point of beginning.
Page 3 of 6
25
EXHIBIT B
Commencing at a point 30.00 feet North and 30.00 feet West of the Southeast
corner of the Northwest quarter of the Southwest quarter of SECTION 3, TOWNSHIP
19 NORTH, RANGE 4 EAST of the Willamette Meridian;
Thence parallel with the South line of said subdivision, North 89 degrees 03
minutes 24 seconds West, 1027.74 feet;
Thence North 00 degrees 56 minutes 36 seconds East, 20.00 feet to the true point
of beginning;
Thence continuing North 00 degrees 56 minutes 36 seconds East 120.79 feet;
Thence South 89 degrees 03 minutes 24 seconds East, 110.58 feet;
Thence South 00 degrees 57 minutes 45 seconds West, 120.79 feet;
Thence North 89 degrees 03 minutes 24 seconds West, 110.54 feet to the true
point of beginning.
PARCEL #2:
---------
Commencing at the Northeast corner of the Northwest quarter of the Southwest
quarter of SECTION 3, TOWNSHIP 19 NORTH, RANGE 4 EAST of the Willamette
Meridian;
Thence along the North line of said subdivision, North 88 degrees 34 minutes 04
seconds West, 769.89 feet;
Thence South 00 degrees 56 minutes 36 seconds West, 27.00 feet to the Southerly
margin of 31st Avenue Southeast, as conveyed to the City of Puyallup by deed
recorded under A.F.N. 9406200692;
Thence North 88 degrees 34 minutes 04 seconds West, along said margin, 219.01
feet, and the true point of beginning;
Thence North 88 degrees 34 minutes 04 seconds West, along said margin, 223.02
feet;
Thence South 03 degrees 58 minutes 13 seconds East, 0.22 feet to a point on a
non-tangent curve concave to the Southeast, the radius point of which bears
South 04 degrees 37 minutes 19 seconds East, 40.00 feet;
Thence Southwesterly, along said curve through a central angle of 85 degrees 17
minutes 17 seconds for an arc distance of 59.54 feet to the Easterly margin of
Meridian Street as established by City of Puyallup Vacation Ordinance No. 2406
and recorded under Auditor's Fee No. 9409130085;
Thence along said Easterly margin, South 00 degrees 05 minutes 24 seconds West,
127.47 feet to the P.C. of a curve concave to the Northwest having a radius of
196.45 feet;
Thence Southwesterly along said curve through a central angle of 18 degrees 31
minutes 51 seconds for an arc distance of 63.54 feet;
Thence South 18 degrees 37 minutes 15 seconds West, 48.83 feet to the P.C. of a
curve concave to the Northwest having a radius of 268.18;
Thence Southwesterly, along said curve through a central angle of 05 degrees 12
minutes 48 seconds for an arc distance of 24.40 feet;
Thence South 23 degrees 50 minutes 03 seconds West, 159.49 feet;
Page 4 of 6
26
EXHIBIT B
Thence South 00 degrees 56 minutes 32 seconds West, 175.15 feet to the Northerly
margin of SR 512-5N;
Thence along said Northerly margin South 40 degrees 13 minutes 03 seconds East,
102.95 feet;
Thence leaving said margin, South 89 degrees 03 minutes 24 seconds East 259.03
feet to a point of curvature;
Thence Northeasterly along a 25.00 foot radius curve to the left, through a
central angle of 90 degrees for an arc distance of 39.27 feet;
Thence North 00 degrees 56 minutes 36 seconds East 672.76 feet to the Southerly
margin of 31st Avenue Southeast as conveyed to the City of Puyallup, by deed
recorded under A.F.N. 9406200692, and the true point of beginning.
ALL Situate in the County of Xxxxxx, State of Washington.
Page 5 of 6
27
EXHIBIT B
SOUTH HILL VILLAGE LIMITED PARTNERSHIP
G.I. JOE'S, INC.
[Diagram]
Page 6 of 6
