Exhibit 10.7
SECURITY AGREEMENT
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SECURITY AGREEMENT, dated as of May 25, 1996, by WILSONS LEATHER
HOLDINGS INC., a Minnesota corporation ("Borrower") and the other grantors
listed on the signature pages hereto (collectively "Grantors"), in favor of
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, in its capacity as
Agent for Lenders.
W I T N E S S E T H:
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WHEREAS, pursuant to that certain Credit Agreement dated as of the
date hereof by and among Borrower (and certain of Borrower's corporate
Affiliates), Agent and Lenders (including all appendices, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Credit Agreement"), Lenders have agreed to make the Loans and to
incur Letter of Credit Obligations and Eligible Trade L/C Obligations on behalf
of Borrower;
WHEREAS, pursuant to Guaranties of even date herewith entered into by
the Grantors (other than Borrower) in favor of Agent for the benefit of Lenders,
the other Grantors have guaranteed payment of Borrower's Obligations under the
Credit Agreement;
WHEREAS, Agent and Lenders are willing to make the Loans and to incur
Letter of Credit Obligations and Eligible Trade L/C Obligations as provided for
in the Credit Agreement, but only upon the condition, among others, that
Grantors shall have executed and delivered this Security Agreement to Agent, for
itself and the ratable benefit of Lenders;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise
defined herein have the meaning given to them in the Credit Agreement or in
Schedule A thereto. All other undefined terms contained in this Security
Agreement, unless the context indicates otherwise, have the meanings provided
for by Article 9 of the Commercial Code as in effect in the State of Illinois
(the "Code") to the extent the same are used or defined therein.
2. GRANT OF SECURITY INTEREST.
(a) To secure the prompt and complete payment, performance and
observance of all of the Obligations, and to induce Agent and Lenders to enter
into the Credit Agreement and to make the Loans and incur Letter of Credit
Obligations and Eligible Trade L/C Obligations as provided for therein in
accordance with the terms and conditions thereof, each Grantor hereby grants,
assigns, conveys, mortgages, pledges, hypothecates and transfers to Agent, for
itself and
the ratable benefit of Lenders, a security interest in its right, title and
interest in, to and under the following, whether now owned by or owing to, or
hereafter acquired by or arising in favor of such Grantor (including under any
trade names, styles or derivations thereof), and whether owned or consigned by
or to, or leased from or to, such Grantor, and regardless of where located (all
of which being hereinafter collectively referred to as the "Collateral"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Contracts;
(iv) all deposit accounts now or hereafter established by
Borrower, all cash deposited therein from time to time and
all other monies, cash, cash equivalents and property of
Borrower or any other Grantor in the possession or under
the control of Agent or any Lenders;
(v) all Documents;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books, records, ledger cards, files, correspondence,
computer programs, tapes, disks and related data
processing software that at any time evidence or contain
information relating to any of the property described in
(i) through (ix) above or are otherwise necessary or
helpful in the collection thereof or realization thereon;
and
(xi) all Proceeds of and all accessions to, substitutions and
replacements for, and rents, profits and products of all
or any of the property described in (i) through (x) above.
(b) In addition, to secure the prompt and complete payment,
performance and observance of the Obligations and in order to induce Agent and
Lenders as aforesaid, each Grantor hereby grants to Agent, for itself and the
ratable benefit of Lenders, a security interest in the property of such Grantor
held by Agent or any Lender, consisting of property described above in Section
2(a) now or hereafter in the possession or custody of or in transit to Agent or
any Lender, for any purpose, including safekeeping, collection or pledge, for
the account of such Grantor, or as to which such Grantor may have any right or
power.
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3. AGENT'S AND LENDERS' RIGHTS; LIMITATIONS ON AGENT'S AND LENDERS'
OBLIGATIONS.
(a) It is expressly agreed by each Grantor that, anything herein to
the contrary notwithstanding, each Grantor shall remain liable under each of its
Contracts and each of its Licenses to observe and perform all the conditions and
obligations to be observed and performed by it thereunder. Neither Agent nor
any Lender shall have any obligation or liability under any Contract or License
by reason of or arising out of this Security Agreement or the granting herein of
a security interest therein or the receipt by Agent or any Lender of any payment
relating to any Contract or License pursuant hereto. Neither Agent nor any
Lender shall be required or obligated in any manner to perform or fulfill any of
the obligations of any Grantor under or pursuant to any Contract or License, or
to make any payment, or to make any inquiry as to the nature or the sufficiency
of any payment received by it or the sufficiency of any performance by any party
under any Contract or License, or to present or file any claims, or to take any
action to collect or enforce any performance or the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.
(b) Agent may at any time after an Event of Default shall have
occurred and be continuing, immediately upon notice to Borrower, notify Account
Debtors, parties to the Contracts and obligors in respect of Instruments and
Chattel Paper, that the Accounts and the right, title and interest of each
Grantor in and under such Contracts, Instruments and Chattel Paper have been
assigned to Agent, for itself and the ratable benefit of Lenders, and that
payments shall be made directly to Agent, for itself and the ratable benefit of
Lenders. Upon the request of Agent, if an Event of Default shall have occurred
and is continuing, each Grantor shall so notify Account Debtors, parties to
Contracts and obligors in respect of Instruments and Chattel Paper.
(c) Subject to the limitations contained in the Credit Agreement,
Agent shall have the right to make test verifications of the Accounts and
physical verifications and appraisals of the Inventory and other Collateral, at
Borrower's expense in any manner and through any medium that it considers
advisable, and each Grantor agrees to furnish all such information and
assistance as Agent may require in connection therewith. Agent may at any time
in Agent's own name (on behalf of itself and Lenders), or in the name of a
Grantor communicate with Account Debtors, parties to Contracts, obligors in
respect of Instruments and obligors in respect of Chattel Paper to verify with
such Persons, to Agent's satisfaction, the existence, amount and terms of any
such Accounts, Contracts, Instruments or Chattel Paper. If an Event of Default
shall have occurred and be continuing, Borrower or Newco, at their own expense,
shall cause the certified independent public accountants then engaged by
Borrower or Newco to prepare and deliver to Agent at any time and from time to
time promptly upon Agent's request (on behalf of itself and Lenders), the
following reports with respect to each Grantor: (i) a reconciliation of all
Accounts; (ii) an aging of all Accounts; (iii) trial balances; (iv) a test
verification of such Accounts as Agent may request; and (v) a summary of all
intercompany accounts. Each Grantor, at its own expense, shall deliver to Agent
the results of each physical verification, if any, which such Grantor may in its
discretion have made, or caused any other Person to have made on its behalf, of
all or any portion of its Inventory.
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4. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and
warrants that:
(a) Each Grantor is the sole owner of each item of the Collateral in
which it purports to grant a security interest hereunder, and has good and
marketable title thereto free and clear of any and all Liens other than
Permitted Encumbrances.
(b) No effective security agreement, financing statement, equivalent
security or Lien instrument or continuation statement covering all or any part
of the Collateral is on file or of record in any public office, except such as
may have been filed (i) by a Grantor in favor of Agent, for itself and the
ratable benefit of Lenders, pursuant to this Security Agreement, (ii) in
connection with any other Permitted Encumbrances; and (iii) to evidence
Borrower's interest as Consignor under the Consignment Agreement.
(c) This Security Agreement is effective to create a valid and
continuing Lien on and, upon the filing of the appropriate financing statements
listed on Schedule I hereto, a perfected security interest in favor of Agent,
for itself and the ratable benefit of Lenders, in the Collateral with respect to
which a security interest may be perfected by filing pursuant to the Code. That
Lien is prior to all other Liens, except Permitted Encumbrances that would be
prior to Liens in favor of Agent for the benefit of Agent and Lenders as a
matter of law, and is enforceable as such as against any and all creditors of
and purchasers from any Grantor (other than purchasers of Inventory in the
ordinary course of business). All actions by each Grantor necessary or
desirable to protect and perfect such security interest in each item of the
Collateral have been duly taken.
(d) Schedule II hereto lists all Instruments (other than certificated
securities) and Chattel Paper of each Grantor outstanding on the date hereof.
All actions by each Grantor necessary or desirable to protect and perfect the
security interest of Agent, for the benefit of Agent and Lenders, in each item
set forth on Schedule II (including the delivery of all originals thereof to
Agent (or to a bank or other Person acting as agent for Agent) and the legending
of all Chattel Paper as required by Section 5(b) hereof) has been duly taken.
The security interest of Agent, for the benefit of Agent and Lenders, in the
Collateral listed on Schedule II hereto is prior to all other Liens, except
Permitted Encumbrances, and is enforceable as such against any and all creditors
of and purchasers from each Grantor.
(e) Each Grantor's chief executive office, principal place of
business, corporate offices, all warehouses and premises where Collateral is
stored or located, and the locations of all of its books and records concerning
the Collateral are set forth on Schedule III-A hereto.
(f) With respect to the Accounts, (i) they represent bona fide sales
of Inventory or rendering of services to Account Debtors in the ordinary course
of any Grantor's business completed in accordance with the terms and provisions
contained in the documents available to Agent with respect thereto and are not
evidenced by a judgment, Instrument or Chattel Paper; (ii) the amounts shown on
such deliveries to Agent and on such records and all
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invoices, statements and Collateral Reports which may be delivered to the Agent
with respect thereto are actually and absolutely owing to any Grantor as
indicated thereon and are not in any way contingent; (iii) no payments have been
or shall be made thereon except payments immediately delivered to the applicable
Grantor's account and transferred to Borrower's Concentration Account or the
Agent as required pursuant to the terms of Schedule E to the Credit Agreement;
(iv) except as specifically disclosed in a current Borrowing Base Certificate
delivered to Agent, there are no setoffs, claims or disputes existing or
asserted with respect thereto and no Grantor has made any agreement with any
Account Debtor for any extension of time for the payment thereof, any compromise
or settlement for less than the full amount thereof, any release of any Account
Debtor from liability therefor, or any deduction therefrom except a discount or
allowance allowed by any Grantor in the ordinary course of its business for
prompt payment and disclosed to Agent; (v) to the best of each Grantor's
knowledge, except as specifically disclosed in a Collateral Report delivered to
Agent, there are no facts, events or occurrences which in any way impair the
validity or enforcement thereof or tend to reduce the amount payable thereunder
as shown on such deliveries to Agent or on such Grantor's books and records and
all invoices, statements and Collateral Reports delivered to Agent and Lenders
with respect thereto; (vi) to the best of each Grantor's knowledge, all Account
Debtors have the capacity to contract; (vii) except as specifically disclosed in
a Collateral Report delivered to Agent, no Grantor has received any notice of
proceedings or actions which are threatened or pending against any Account
Debtor which might result in any adverse change in such Account Debtor's
financial condition; and (viii) except as specifically disclosed in a Collateral
Report delivered to Agent, no Grantor has knowledge that any Account Debtor is
unable generally to pay its debts as they become due.
(g) With respect to any Inventory scheduled or listed on any
statement, Collateral Report or other report delivered to Agent pursuant to the
terms of this Security Agreement or the Credit Agreement, (i) such Inventory is
located at one of the applicable Grantor's locations set forth on Schedule III-A
hereto or constitutes Eligible In-Transit Inventory; (ii) no Inventory is now,
or shall at any time or times hereafter be stored with a bailee, warehouseman or
similar party without Agent's prior consent, and if Agent gives such consent,
each Grantor will concurrently therewith cause any such bailee, warehouseman or
similar party to issue and deliver to Agent in form and substance acceptable to
Agent, warehouse receipts therefor in Agent's name, (iii) each Grantor has good,
indefeasible and merchantable title to such property and such property is not
subject to any Lien or security interest or document whatsoever except for the
perfected, first priority security interest granted to Agent, for the benefit of
Agent and Lenders, hereunder, and except for Permitted Encumbrances, (iv) except
as specifically disclosed in a Collateral Report delivered to Agent, such
Inventory is Eligible Inventory of good and merchantable quality, free from any
defects, (v) such property is not subject to any licensing, patent, royalty,
trademark, trade name or copyright agreements with any third parties which would
require any consent of any third party upon sale or disposition of that
Inventory or the payment of any monies to any third party as a precondition of
such sale or other disposition, and (vi) the completion of manufacture, sale or
other disposition of such property by Agent following an Event of Default shall
not require the consent of any Person and shall not constitute a breach or
default under any contract or agreement to which any Grantor is a party or to
which such property is subject. No Inventory shall be moved to any location not
listed on Schedule III-A or
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disclosed to Agent in advance. No Inventory shall be moved to any location which
would cause Agent to lose its perfected security interest therein, except that
up to 2% of Borrower's finished goods inventory at any time may be on
consignment with retailers other than Store Guarantors. As to kiosks, holiday
stores and other temporary sales locations, Grantors shall not cause or permit
such sales locations (i) to be operated by any entity other than a Person that
is a Grantor hereunder and a party to the Consignment Agreement with Borrower,
or (ii) to be operated in a jurisdiction in which an effective UCC-1 consignment
filing in favor of Borrower (and assigned to Agent) and an effective UCC-1
filing in favor of Agent, in each case signed by the applicable Grantor, are not
on file in the appropriate filing offices.
(h) No Grantor has any interest in, or title to, any Trademark
material to its business except as set forth in Schedule IV hereto. This
Security Agreement is effective to create a valid and continuing Lien on and,
upon filing of the Trademark Security Agreements with the United States Patent
and Trademark Office, perfected security interests in favor of Agent, for itself
and the ratable benefit of Lenders, in each Grantor's Trademarks and such
perfected security interests are enforceable as such as against any and all
creditors of and purchasers from each Grantor. Upon filing of the Trademark
Security Agreements with the United States Patent and Trademark Office, and upon
filing financing statements under the Code with respect to General Intangibles,
all action necessary or desirable to protect and perfect Agent's security
interest in each Grantor's Trademarks shall have been duly taken. The foregoing
shall apply only to those Grantors that own Trademarks.
5. COVENANTS. Each Grantor covenants and agrees with Agent, for the
benefit of Agent and Lenders, that from and after the date of this Security
Agreement and until the Termination Date:
(a) Further Assurances; Pledge of Instruments. At any time and from
time to time, upon the written request of Agent and at the sole expense of each
Grantor, such Grantor shall promptly and duly execute and deliver any and all
such further instruments and documents and take such further actions as Agent
may deem desirable to obtain the full benefits of this Security Agreement and of
the rights and powers herein granted, including (i) using its reasonable efforts
to secure all consents and approvals necessary or appropriate for the assignment
to or for the benefit of Agent, for itself and the ratable benefit of Lenders,
of any License or Contract held by such Grantor or in which such Grantor has any
rights not heretofore assigned, (ii) filing any financing or continuation
statements under the Code with respect to the Liens and security interests
granted hereunder or under any other Loan Document, (iii) transferring
Collateral to Agent's possession (for the benefit of Agent and Lenders) if such
Collateral consists of Chattel Paper, Instruments or if a security interest in
such Collateral can be perfected only by possession, or if requested by Agent,
and (iv) using its reasonable efforts to obtain waivers of Liens, if any exist,
from landlords and mortgagees, but only to the extent required by the Credit
Agreement. Each Grantor also hereby authorizes Agent, for itself and the ratable
benefit of Lenders, to file any such financing or continuation statements
without the signature of any Grantor to the extent permitted by applicable law.
If any amount payable under or in connection with any of the Collateral is or
shall become evidenced by any Instrument, such Instrument, other than checks and
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notes received in the ordinary course of business, shall be duly endorsed in a
manner satisfactory to Agent immediately upon a Grantor's receipt thereof.
(b) Maintenance of Records. Each Grantor shall keep and maintain, at
its own cost and expense, satisfactory and complete records of the Collateral,
including a record of any and all payments received and any and all credits
granted with respect to the Collateral and all other dealings with the
Collateral. Each Grantor shall xxxx its books and records pertaining to the
Collateral to evidence this Security Agreement and the security interests
granted hereby. All Chattel Paper shall be marked with the following legend:
"This writing and the obligations evidenced or secured hereby are subject to the
security interest of General Electric Capital Corporation, as Agent, for the
benefit of itself as a Lender and certain other Lenders." For Agent's further
security, each Grantor agrees that Agent, for itself and the ratable benefit of
Lenders, shall have a special property right and security interest in all of
each Grantor's books and records pertaining to the Collateral and, upon the
occurrence and during the continuance of any Event of Default, each Grantor
shall deliver and turn over any such books and records to Agent or to its
representatives at any time on demand of Agent. Prior to the occurrence of a
Default or Event of Default and upon notice from Agent, each Grantor shall
permit any representative of Agent to inspect such books and records and shall
provide photocopies thereof to Agent, for the benefit of Agent and Lenders, as
more specifically set forth in Section 5(c) below.
(c) Right of Inspection. Subject to the limitations contained in the
Credit Agreement, upon reasonable notice to Borrower, Agent and its employees,
officers, agents and representatives shall have the right (and without any
notice to any Grantor upon the occurrence and during the continuance of any
Event of Default) to enter into and upon any premises where any of the Inventory
or other Collateral is located for the purpose of inspecting the same, observing
its use or otherwise protecting Agent's interests (for the benefit of Agent and
Lenders) in the Collateral.
(d) Continuous Perfection. No Grantor shall change its chief
executive office, principal place of business, corporate offices, or warehouses
or other Collateral locations, or remove any such Books and Records from such
locations, other than in compliance with Section 6.16 of the Credit Agreement.
In addition, no Grantor shall change its name, identity or corporate structure
in any manner which might make any financing or continuation statement filed in
connection herewith seriously misleading within the meaning of Section 9.402(7)
of the Code or any other then applicable provision of the Code except in
compliance with the provisions of Section 6.16 of the Credit Agreement.
(e) Covenants Regarding Trademark Collateral.
(i) Borrower shall notify Agent immediately if it knows or has
reason to know that any application or registration relating to any
Trademark (now or hereafter existing) may become abandoned or dedicated, or
of any adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United
States Patent and Trademark Office or any court) regarding
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any Grantor's ownership of any Trademark, its right to register the same,
or to keep and maintain the same.
(ii) In no event shall any Grantor, either itself or through
any agent, employee, licensee or designee, file an application for the
registration of any Trademark with the United States Patent and Trademark
Office or any similar office or agency without giving Agent prior written
notice thereof, and, upon request of Agent, such Grantor shall execute and
deliver any and all Trademark Security Agreements as Agent may request to
evidence Agent's security interest (for the benefit of Agent and Lenders)
in such Trademark and the General Intangibles of any Grantor relating
thereto or represented thereby.
(iii) Each Grantor shall take all actions necessary or requested
by Agent to maintain and pursue each application, to obtain the relevant
registration and to maintain the registration of each of the Trademarks
(now or hereafter existing), including the filing of applications for
renewal, affidavits of use, affidavits of noncontestability and opposition
and interference and cancellation proceedings, unless such Grantor
determines, in its reasonable business judgment, that the Trademark which
is the subject of such application or registration is not material to the
business of such Grantor or the other Credit Parties.
(iv) In the event that any material Trademark Collateral is
infringed upon, or misappropriated or diluted by a third party, the
applicable Grantor shall notify Agent promptly after it learns thereof.
Such Grantor shall, unless it shall reasonably determine that such
Trademark Collateral is not material to the conduct of its business or
operations, promptly xxx for infringement, misappropriation or dilution and
to recover any and all damages for such infringement, misappropriation or
dilution, and shall take such other actions as Agent shall deem appropriate
under the circumstances to protect such Trademark Collateral.
(f) Indemnification. In any suit, proceeding or action brought by
Agent or any Lender relating to any Account, Chattel Paper, Contract, Document,
General Intangible or Instrument for any sum owing thereunder or to enforce any
provision of any Account, Chattel Paper, Contract, Document, General Intangible
or Instrument, Grantors, jointly and severally, will save, indemnify and keep
Agent and Lenders harmless from and against all expense, loss or damage suffered
by reason of any defense, setoff, counterclaim, recoupment or reduction of
liability whatsoever of the obligor thereunder, arising out of a breach by any
Grantor of any obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to, or in favor of, such obligor or
its successors from any Grantor, except in the case of Agent or any Lender, to
the extent such expense, loss, or damage is attributable solely to the gross
negligence or willful misconduct of Agent or such Lender as finally determined
by a court of competent jurisdiction. All such obligations of Grantors shall be
and remain enforceable against and only against Grantors and shall not be
enforceable against Agent or any Lender.
(g) Compliance with Terms of Accounts, etc. In all material
respects, each Grantor will perform and comply with all obligations in respect
of its Accounts, Chattel Paper,
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Contracts and Licenses and all other agreements to which it is a party or by
which it is bound relating to the Collateral.
(h) Limitation on Liens on Collateral. Grantors will not create,
permit or suffer to exist, and each Grantor will defend the Collateral against,
and take such other action as is necessary to remove, any Lien on the Collateral
except Permitted Encumbrances, and will defend the right, title and interest of
Agent and Lenders in and to any of such Grantor's rights in the Collateral
against the claims and demands of all Persons whomsoever.
(i) Limitations on Modifications of Accounts. Each Grantor shall
promptly notify Agent if such Grantor grants any extension of the time of
payment of any of the Accounts, Chattel Paper or Instruments or compromises,
compounds or settles the same for less than the full amount thereof, or if such
Grantor releases, wholly or partly, any Person liable for the payment thereof,
or allows any credit or discount whatsoever thereon, in each case, other than
any such action taken in the ordinary course of business of such Grantor.
(j) Limitations on Disposition. No Grantor will sell, lease,
transfer or otherwise dispose of any of the Collateral, or attempt or contract
to do so except as permitted by the Credit Agreement.
(k) Notices. Each Grantor will advise Agent promptly, in reasonable
detail, (i) of any Lien (other than Permitted Encumbrances) made or asserted
against any of the Collateral, and (ii) of the occurrence of any other event
which would have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereunder.
6. AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.
(a) Each Grantor hereby irrevocably constitutes and appoints Agent,
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of any Grantor and in the name of such Grantor or in its own
name, from time to time in Agent's sole discretion for the purpose of carrying
out the terms of this Security Agreement, to take any and all appropriate action
and to execute and deliver any and all documents and instruments which may be
necessary or desirable to accomplish the purposes of this Security Agreement
and, without limiting the generality of the foregoing, hereby grants to Agent,
the power and right, on behalf of each Grantor, without notice to or assent by
any Grantor except as otherwise specifically provided for herein or in the
Credit Agreement, and at any time, to do the following (provided, however, that
Agent may only take the actions in clauses (i), (iii), (iv) and (vii) through
(xiv) so long as any Event of Default shall have occurred and be continuing):
(i) in the name of each Grantor, in its own name or
otherwise, take possession of, endorse and receive payment of any checks,
drafts, notes, acceptances, or other Instruments for the payment of monies
due under any Collateral;
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(ii) upon Grantor's failure to maintain the insurance required
by the Credit Agreement, continue any insurance existing pursuant to the
terms of this Security Agreement, the Credit Agreement or any other Loan
Document, and pay all or any part of the premiums therefor and the costs
thereof;
(iii) receive payment of any and all monies, claims, and other
amounts due or to become due at any time arising out of or in respect of
any Collateral;
(iv) ask, demand, collect, receive and give acquittances and
receipts for any and all money due or to become due under any Collateral;
(v) upon Grantor's failure to take any such action when
required under the Credit Agreement, pay or discharge taxes, Liens,
security interests or other encumbrances levied or placed on or threatened
against the Collateral to the extent that any such action may be necessary
or desirable to protect or preserve the Collateral or the first priority,
perfected security interest of Agent, in the Collateral;
(vi) effect any repairs or upon Grantor's failure to maintain
the insurance required by the Credit Agreement, obtain any insurance called
for by the terms hereof, of the Credit Agreement or of any other Loan
Document, and pay all or any part of the premiums therefor and costs
thereof;
(vii) direct any party liable for any payment under or in
respect of any of the Collateral to make payment of any and all monies due
or to become due thereunder, directly to Agent or as Agent shall direct;
(viii) sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications and notices in connection with Accounts and
other documents constituting or related to the Collateral;
(ix) settle, compromise or adjust any suit, action, or
proceeding described herein and, in connection therewith, give such
discharges or releases as Agent may deem appropriate;
(x) file any claim or take or commence any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by
Agent for the purpose of collecting any and all such monies due under any
Collateral whenever payable;
(xi) commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect the
Collateral or any part thereof and to enforce any other right in respect of
any Collateral;
(xii) defend any suit, action or proceeding brought against any
Grantor with respect to any Collateral if such Grantor does not defend such
suit, action or
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proceeding or if Agent believes that such Grantor is not pursuing such
defense in a manner that will maximize the recovery with respect to such
Collateral;
(xiii) license or, to the extent permitted by an applicable
license, sublicense whether general, specific or otherwise, and whether on
an exclusive or non-exclusive basis, any Trademark for such consideration
and on such terms and conditions and in such manner as Agent shall, in its
sole discretion, determine; and
(xiv) sell, transfer, pledge, make any agreement with respect
to or otherwise deal with any of the Collateral as fully and completely as
though Agent were the absolute owner thereof for all purposes.
(b) Each Grantor hereby ratifies, to the extent permitted by law, all
that said attorneys shall lawfully do or cause to be done by virtue hereof. The
power of attorney granted pursuant to this Section 6 is a power coupled with an
interest and shall be irrevocable until all of the Obligations are indefeasibly
paid or otherwise satisfied in full.
(c) The powers conferred on Agent hereunder are solely to protect
Agent's interests in the Collateral and shall not impose any duty upon Agent to
exercise any such powers. Agent shall not be accountable for any amount other
than amounts that it actually receives as a result of the exercise of such
powers and none of Agent's officers, directors, employees, agents or
representatives shall be responsible to any Grantor for any act or failure to
act, except individually (and not jointly and severally) for their own gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction after all possible appeals have been exhausted.
(d) Each Grantor also authorizes Agent at any time and from time to
time upon the occurrence and during the continuation of any Event of Default, to
(i) communicate in its own name with any party to any Contract with regard to
the assignment of the right, title and interest of any Grantor in and under the
Contracts and other matters relating thereto, and (ii) execute, in connection
with any sale provided for in Section 7 hereof, any endorsements, assignments or
other instruments of conveyance or transfer with respect to the Collateral.
7. REMEDIES; RIGHTS UPON DEFAULT.
(a) If any Event of Default shall have occurred and be continuing,
Agent may exercise in addition to all other rights and remedies granted to it
under this Security Agreement, the Credit Agreement, the other Loan Documents
and under any other instrument or agreement securing, evidencing or relating to
any of the Obligations, all rights and remedies of a secured party under the
Code. Without limiting the generality of the foregoing, each Grantor expressly
agrees that in any such event Agent, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon any Grantor or any other
Person (all and each of which demands, advertisements and notices are hereby
expressly waived to the maximum extent permitted by the Code and other
applicable law), may forthwith enter upon the premises of each Grantor where any
Collateral is located through self-help, without judicial process, without first
obtaining a final
11
judgment or giving any Grantor or any other Person notice and opportunity for a
hearing on Agent's claim or action (on behalf of Agent and Lenders), and may
collect, receive, assemble, process, appropriate and realize upon the
Collateral, or any part thereof, and may forthwith sell, lease, assign, give an
option or options to purchase, or sell or otherwise dispose of and deliver said
Collateral (or contract to do so), or any part thereof, in one or more parcels
at a public or private sale or sales, at any exchange at such prices as it may
deem acceptable, for cash or on credit or for future delivery without assumption
of any credit risk. Agent or any Lender shall have the right upon any such
public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of Agent or any Lenders, the whole or
any part of said Collateral so sold, free of any right or equity of redemption,
which equity of redemption each Grantor hereby releases. Such sales may be
adjourned and continued from time to time with or without notice. Agent shall
have the right to conduct such sales on each Grantor's premises or elsewhere and
shall have the right to use each Grantor's premises without charge for such time
or times as Agent deems necessary or advisable.
Each Grantor further agrees, if any Event of Default shall have
occurred and be continuing, at Agent's request, to assemble the Collateral and
make it available to Agent, for the benefit of Agent and Lenders, at places
which Agent shall select, whether at such Grantor's premises or elsewhere. Until
Agent is able to effect a sale, lease, or other disposition of Collateral, Agent
shall have the right to use Collateral, or any part thereof, to the extent that
it deems appropriate for the purpose of preserving Collateral or its value or
for any other purpose deemed appropriate by Agent. Agent shall have no
obligation to any Grantor to maintain or preserve the rights of such Grantor as
against third parties with respect to Collateral while Collateral is in the
possession of Agent. Agent may, if it so elects, seek the appointment of a
receiver or keeper to take possession of Collateral and to enforce any of
Agent's remedies (for the benefit of Agent and Lenders), with respect to such
appointment without prior notice or hearing. Agent shall apply the net proceeds
of any such collection, recovery, receipt, appropriation, realization or sale to
the Obligations as provided in Section 1.11 of the Credit Agreement, and only
after so paying over such net proceeds, and after the payment by Agent of any
other amount required by any provision of law, including Section 9-504(1)(c) of
the Code (but only after Agent has received what it considers reasonable proof
of a subordinate party's security interest), need Agent account for the surplus,
if any, to any Grantor. To the maximum extent permitted by applicable law, each
Grantor waives all claims, damages, and demands against Agent or any Lender
arising out of the repossession, retention or sale of the Collateral except such
as arise solely out of the gross negligence or willful misconduct of Agent or
such Lender as finally determined by a court of competent jurisdiction. Each
Grantor agrees that ten (10) days prior notice by Agent of the time and place of
any public sale or of the time after which a private sale may take place is
reasonable notification of such matters. Each Grantor shall remain liable for
any deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay all amounts to which Agent, for itself and the ratable
benefit of Lenders, is entitled, each Grantor also being liable for any
attorneys' fees incurred by Agent or any Lender to collect such deficiency.
12
(b) Each Grantor, jointly and severally, agrees to pay any and all
costs of Agent or any Lender, including attorneys' fees and expenses, incurred
in connection with the enforcement of any of its rights and remedies hereunder.
(c) Except as otherwise specifically provided herein, each Grantor
hereby waives presentment, demand, protest or any notice (to the maximum extent
permitted by applicable law) of any kind in connection with this Security
Agreement or any Collateral.
8. GRANT OF LICENSE TO USE PATENT, TRADEMARK AND COPYRIGHT
COLLATERAL. For the purpose of enabling Agent to exercise rights and remedies
under Section 7 hereof (including, without limiting the terms of Section 7
hereof, in order to take possession of, hold, preserve, process, assemble,
prepare for sale, market for sale, sell or otherwise dispose of Collateral) at
such time as Agent, for itself and the ratable benefit of Lenders, shall be
lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants to Agent, for the benefit of Agent and Lenders, an irrevocable, non-
exclusive license (exercisable without payment of royalty or other compensation
to any Grantor) to use, license or sublicense any Trademark or trade secret now
owned or hereafter acquired by such Grantor, and wherever the same may be
located, and including in such license access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof.
9. LIMITATION ON AGENT'S AND LENDERS' DUTY IN RESPECT OF COLLATERAL.
Agent and each Lender shall use reasonable care with respect to the Collateral
in its possession or under its control. Neither Agent nor any Lender shall have
any other duty as to any Collateral in its possession or control or in the
possession or control of any agent or nominee of Agent or such Lender, or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto.
10. REINSTATEMENT. This Security Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of any
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Obligations, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee of the Obligations,
whether as a "voidable preference," "fraudulent conveyance," or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Obligations shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.
11. NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give and
serve upon any other party any communication with respect to this
13
Security Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be given in the
manner, and deemed received, as provided for in Section 11.10 of the Credit
Agreement.
12. SEVERABILITY. Whenever possible, each provision of this Security
Agreement shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Security Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Security
Agreement. This Security Agreement is to be read, construed and applied together
with the Credit Agreement and the other Loan Documents which, taken together,
set forth the complete understanding and agreement of Agent, Lenders and the
Grantors with respect to the matters referred to herein and therein.
13. NO WAIVER; CUMULATIVE REMEDIES. Neither Agent nor any Lender
shall by any act, delay, omission or otherwise be deemed to have waived any of
its rights or remedies hereunder, and no waiver shall be valid unless in
writing, signed by Agent and then only to the extent therein set forth. A waiver
by Agent, for itself and the ratable benefit of Lenders, of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Agent would otherwise have had on any future occasion. No failure
to exercise nor any delay in exercising on the part of Agent or any Lender, any
right, power or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights and remedies provided by law. None of the terms or provisions of this
Security Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Agent and Grantors.
14. LIMITATION BY LAW. All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Security Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the
extent necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.
15. TERMINATION OF THIS SECURITY AGREEMENT. Subject to Section 10
hereof, this Security Agreement shall terminate upon the Termination Date.
16. SUCCESSORS AND ASSIGNS. This Security Agreement and all
obligations of each Grantor hereunder shall be binding upon the successors and
assigns of any Grantor (including any debtor-in-possession on behalf of any
Grantor) and shall, together with the rights and remedies of Agent, for the
benefit of Agent and Lenders, hereunder, inure to the benefit of Agent and
Lenders, all future holders of any instrument evidencing any of the Obligations
and
14
their respective successors and assigns. No sales of participations, other
sales, assignments, transfers or other dispositions of any agreement governing
or instrument evidencing the Obligations or any portion thereof or interest
therein shall in any manner affect the security interest granted to Agent, for
the benefit of Agent and Lenders, hereunder. No Grantor may assign, sell or
otherwise transfer any interest in or obligation under this Security Agreement.
17. COUNTERPARTS. This Security Agreement may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one and the same agreement.
18. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF
THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS), AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH
GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
XXXX COUNTY, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY GRANTOR, AGENT AND LENDERS
PERTAINING TO THIS SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, PROVIDED, THAT AGENT, LENDERS AND EACH GRANTOR ACKNOWLEDGE
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF XXXX COUNTY, CITY OF CHICAGO, ILLINOIS, AND, PROVIDED, FURTHER,
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH GRANTOR EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT. EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH GRANTOR AT THE ADDRESS OF
BORROWER SET FORTH ON SCHEDULE J TO THE CREDIT AGREEMENT AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT
15
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
19. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, LENDERS, AND ANY
GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.
20. Section Titles. The Section titles contained in this Security
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
21. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Security Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Security
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Security Agreement.
22. Advice of Counsel. Each of the parties represents to each other
party hereto that it has discussed this Security Agreement and, specifically,
the provisions of Section 18 and Section 19, with its counsel.
23. Borrower as Agent. Each Grantor (other than Borrower) hereby
appoints Borrower as its agent and attorney-in-fact for purposes of giving and
receiving notices under this Security Agreement and agrees that any notice
hereunder delivered to Borrower shall be deemed to have been delivered to each
Grantor.
[SIGNATURE PAGES FOLLOW]
16
IN WITNESS WHEREOF, each Grantor has caused this Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.
ACADIANA MALL WILSONS, INC.
ANNAPOLIS WILSONS, INC.
ANTELOPE VALLEY WILSONS, INC.
ARDEN FAIR WILSONS, INC.
ARSENAL WILSONS, INC.
ATLANTA AIR PORT CONCOURSE T XXXXXX, INC.
AUBURN-MAINE WILSONS, INC.
AUBURN WILSONS, INC.
AUGUSTA MALL WILSONS, INC.
AVENUE OF THE AMERICAS WILSONS, INC.
XXXXXXX HILLS WILSONS, INC.
BANGOR MALL WILSONS, INC.
XXXXXX CREEK WILSONS, INC.
BAYSHORE WILSONS, INC.
BAYSHORE (CA) WILSONS, INC.
BAYSIDE TANNERY WEST, INC.
BEAVER VALLEY WILSONS, INC.
BELLEVUE BERMANS INC.
XXXXXX FAIR WILSONS, INC.
BERKSHIRE WILSONS, INC.
BERMANS, THE LEATHER EXPERTS, INC.
BIRCHWOOD MALL WILSONS, INC.
BOISE WILSONS, INC.
BOULDER WILSONS, INC.
BOULEVARD MALL WILSONS, INC.
BRAINTREE TANNERY WEST, INC.
BRIARWOOD WILSONS, INC.
BRIDGEWATER COMMONS WILSONS, INC.
BRUNSWICK SQUARE WILSONS, INC.
BUCKLAND HILLS PELLE CUIR, INC.
BURLINGTON WILSONS, INC.
XXXXXX WILSONS, INC.
CAMBRIDGE GALLERIA WILSONS, INC.
CAPITOL COURT WILSONS, INC.
CARBONDALE IL WILSONS, INC.
CAROLINA PLACE WILSONS, INC.
XXXXXX WILSONS, INC.
XXXX TOWN WILSONS, INC.
00
XXXXXXX XXXX WILSONS, INC.
CENTURY CITY WILSONS, INC.
CHAMPLAIN CENTRE WILSONS, INC.
CHARELSTON CENTER WILSONS, INC.
CHARLESTOWNE WILSONS, INC.
CHAUTAUQUA WILSONS, INC.
CHERRY HILL WILSONS, INC.
CHICAGO RIDGE WILSONS, INC.
CHICAGO YARD WILSONS, INC.
CHRISTIANA WILSONS, INC.
CHULA VISTA WILSONS, INC.
CIELO VISTA WILSONS, INC.
CLERMONT COUNTY WILSONS, INC.
COLONIE WILSONS, INC.
CONCOURSE A WILSONS, INC.
CORONADO WILSONS, INC.
CORTANA MALL WILSONS, INC.
COUNCIL BLUFFS WILSONS, INC.
COUNTY FAIR WILSONS, INC.
CROSS COUNTY WILSONS, INC.
CROSS CREEK MALL WILSONS, INC.
CROSSROADS WILSONS, INC., A NEVADA CORPORATION
CROSSROADS WILSONS, INC., A UTAH CORPORATION
CRYSTAL WATERFORD WILSONS, INC.
CUMBERLAND WILSONS, INC.
DAKOTA SQUARE WILSONS, INC.
DANBURY FAIR WILSONS, INC.
DEL AMO BERMANS, INC.
EASTFIELD WILSONS, INC.
EASTLAND MALL WILSONS, INC.
EASTLAND (MICH.) WILSONS, INC.
EASTPOINT WILSONS, INC.
EASTVIEW WILSONS, INC.
EMERALD SQUARE WILSONS, INC.
ESCONDIDO WILSONS, INC.
FAIRLANE WILSONS, INC.
FASHION PLACE WILSONS, INC.
FASHION SQUARE-SAGINAW WILSONS, INC.
FLATBUSH WILSONS, INC.
FOOTHILLS WILSONS, INC.
FORD CITY PELLE CUIR, INC.
FOUR SEASONS WILSONS, INC.
00
XXX XXX WILSONS, INC.
XXXXXXXX XXXXX BERMANS OUTLET, INC.
GARDEN STATE TANNERY WEST, INC.
GENESEE VALLEY WILSONS, INC.
GOLF MILL WILSONS, INC.
GOVERNOR'S SQUARE WILSONS, INC.
GRAND RAPIDS WILSONS, INC.
GRAND TRAVERSE XXXXXX, INC.
GREAT MALL XXXXXX LEATHER OUTLET, INC.
GREAT NORTHWEST BERMANS OUTLET, INC.
GREEN ACRES WILSONS, INC.
GURNEE XXXXX XXXXXXX OUTLET, INC.
GWINNETT PLACE WILSONS, INC.
XXXXXXXX PLACE WILSONS, INC.
XXXXXXXX WILSONS, INC.
XXXXX MALL WILSONS, INC.
HANFORD WILSONS, INC.
HARRISBURG WILSONS, INC.
HARTSFIELD ATRIUM WILSONS, INC.
XXXXXXX WILSONS, INC.
XXXXXXXXX WILSONS, INC.
HICKORY RIDGE BERMANS, INC.
HOLYOKE WILSONS, INC.
XXXXX MALL WILSONS, INC.
HUNTINGTON-WEST VA. WILSONS, INC.
XXXXXX PARK WILSONS, INC.
IRONDEQUOIT WILSONS, INC.
IRVING WILSONS, INC.
JANESVILLE WILSONS, INC.
JEFFERSON YORKTOWN WILSONS, INC.
XXXXX WILSONS, INC.
KENWOOD WILSONS, INC.
KING OF PRUSSIA WILSONS, INC.
KITSAP MALL WILSONS, INC.
LAKEVIEW SQUARE WILSONS, INC.
LAKEWOOD WILSONS, INC.
LANDMARK CENTER (VA) WILSONS, INC.
LANESBOROUGH BERKSHIRE MALL WILSONS, INC.
LANSING MALL WILSONS, INC.
19
LAREDO WILSONS, INC.
LAUREL MALL WILSONS, INC.
XXXXXX HILLS WILSONS, INC.
LEOMINSTER WILSONS, INC.
LIBERTY TREE MALL WILSONS, INC.
LINDALE WILSONS, INC.
XXXXXXXXXX MALL WILSONS, INC.
LONG BEACH WILSONS, INC.
LONG RIDGE WILSONS, INC.
MACHESNEY WILSONS, INC.
MACON MALL WILSONS, INC.
MADISON SQUARE WILSONS, INC.
MAIN PLACE WILSONS, INC.
MAINE MALL WILSONS, INC.
MALL AT 163RD ST. WILSONS, INC.
MARLEY STATION WILSONS, INC.
MENLO PARK WILSONS, INC.
MERIDEN SQUARE WILSONS, INC.
METRO WILSONS, INC.
MIDLAND MALL WILSONS HOUSE OF SUEDE, INC.
MIDLAND MALL WILSONS, INC.
MID-RIVERS BERMANS, INC.
MILITARY CIRCLE WILSONS, INC.
MISSION VALLEY WILSONS, INC.
MONROEVILLE WILSONS, INC.
MONTCLAIR WILSONS, INC.
MONTEBELLO WILSONS, INC.
NANUET TANNERY WEST, INC.
NATICK MALL WILSONS, INC.
NESHAMINY WILSONS, INC.
NEWBURGH MALL WILSONS, INC.
NEWPORT CITY WILSONS, INC.
NORTHGATE WILSONS, INC.
NORTH COUNTY FAIR TANNERY WEST, INC.
NORTH DARTMOUTH WILSONS, INC.
NORTH EAST WILSONS, INC.
NORTHGATE-DURHAM WILSONS, INC.
NORTHPOINT WILSONS, INC.
NORTHSHORE WILSONS, INC.
NORTHTOWN WILSONS, INC.
OAKRIDGE WILSONS, INC.
OAKVIEW WILSONS, INC.
OAKWOOD WILSONS, INC.
20
OCEAN COUNTY WILSONS, INC.
OLD CAPITAL CENTER WILSONS, INC.
ONODAGA COUNTY WILSONS, INC.
ORLAND SQUARE WILSONS, INC.
ORLANDO FASHION WILSONS, INC.
PARADISE VALLEY MALL WILSONS, INC.
PARAMUS PARK WILSONS, INC.
PARK CITY WILSONS, INC.
PARK LANE WILSONS, INC.
PARK PLAZA WILSONS, INC.
PARKERSBURG WILSONS, INC.
PARKWAY PLAZA WILSONS, INC.
PARMATOWN WILSONS, INC.
PEACHTREE MALL WILSONS, INC.
PENTAGON CITY TANNERY WEST, INC.
PHEASANT WILSONS, INC.
PHILADELPHIA GALLERY WILSONS, INC.
PHILLIPSBURG WILSONS, INC.
PITTSBURGH AIRPORT WILSONS, INC.
PORTAGE WILSONS, INC.
POUGHKEEPSIE GALLERIA WILSONS, INC.
RACEWAY WILSONS, INC.
RANDHURST WILSONS, INC.
RD. SQUARE WILSONS, INC.
RIDGEDALE TANNERY WEST, INC.
RIVER HILLS WILSONS, INC.
RIVERCHASE WILSONS, INC.
RI-WARWICK WILSONS HOUSE OF SUEDE, INC.
ROANOKE WILSONS, INC.
ROCKAWAY TANNERY WEST, INC.
ROCKINGHAM PARK WILSONS, INC.
ROGUE VALLEY WILSONS, INC.
ROOSEVELT FIELD TANNERY WEST, INC.
ROOSEVELT FIELD WILSONS, INC.
ROSEDALE WILSONS, INC.
XXXX XXXX WILSONS, INC.
RUSHMORE MALL WILSONS, INC.
SACRAMENTO WILSONS, INC.
SALISBURY CENTRE WILSONS, INC.
SALMON RUN WILSONS, INC.
SAN LEANDRO WILSONS, INC.
00
XXXXXXXX XXXX WILSONS, INC.
SANTA XXXXX WILSONS, INC.
SANTA XXXXX WILSONS, INC.
SANTA XXXX WILSONS, INC.
SAWGRASS XXXXX XXXXXXX OUTLET, INC.
SCOTTSDALE FASHION WILSONS, INC.
SERRAMONTE WILSONS, INC.
SHERWOOD WILSONS, INC.
SHOPPINGTOWN WILSONS, INC.
SIERRA VISTA WILSONS, INC.
XXXXX HAVEN TANNERY WEST, INC.
XXXXX HAVEN WILSONS, INC.
XXXXXX LEATHER OF WARWICK, RI, INC.
XXXXXX MALL WILSONS, INC.
SOUTH HILL (WA) WILSONS, INC.
SOUTH HILLS WILSONS, INC.
SOUTH SQUARE WILSONS, INC.
SOUTHERN HILLS WILSONS, INC.
SOUTHLAKE WILSONS, INC.
SOUTHWEST PLAZA WILSONS, INC.
SPOTSYLVANIA WILSONS, INC.
SPRING HILL WILSONS, INC.
SQUARE ONE WILSONS, INC.
STATEN ISLAND WILSONS, INC.
STEEPLEGATE WILSONS, INC.
STEINWAY STREET WILSONS, INC.
STONERIDGE TANNERY WEST, INC.
STONEWOOD WILSONS, INC.
STRATFORD SQUARE WILSONS, INC.
ST. XXXXXXX WILSONS, INC.
ST. XXXXXXXX CENTER WILSONS, INC.
SWANSEA WILSONS, INC.
TACOMA WILSONS, INC.
XXXXXX TOWNSHIP WILSONS, INC.
THE OAKS WILSONS, INC.
TOUHY AVENUE PELLE CUIR, INC.
TOWN CENTER WILSONS, INC.
TOWNE EAST WILSONS, INC.
TRUMBULL PARK WILSONS, INC.
TUCSON MALL WILSONS, INC.
TWELVE OAKS TANNERY WEST, INC.
22
TYLER MALL WILSONS, INC.
TYLER WILSONS, INC.
UNIVERSITY MALL WILSONS, INC.
VALLEY WEST WILSONS, INC.
VANCOUVER WILSONS, INC.
XXXXXX VALLEY WILSONS, INC.
XXXXX COUNTY WILSONS, INC.
WEST COVINA WILSONS, INC.
WESTLAND-DETROIT WILSONS, INC.
WESTMINSTER (COLO.) WILSONS, INC.
WHITE PLAINS GALLERIA WILSONS, INC.
WILLOWBROOK WILSONS, INC.
WILSONS CENTER, INC.
WILSONS HOUSE OF SUEDE, INC.
WILSONS LEATHER HOLDINGS INC.
WILSONS TANNERY WEST, INC.
WILSONS THE LEATHER EXPERTS INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF ARLINGTON, VA, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF BETHESDA, MD, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF COLUMBIA, MD, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF XXXX CITY, VA, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF DENVER, CO, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF FAIRFAX, VA, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF FARMINGTON, CT, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF GAITHERSBURG, MD, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF KING PRUSSIA, PA, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF LANDOVER, MD, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF MCLEAN, VA, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF NASHVILLE, TN, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF OWINGS, MD, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF SPRINGFIELD, VA, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF STAMFORD, CT, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF ST. LOUIS, MO, INC.
WILSONS/GEORGETOWN LEATHER DESIGN OF TOWSON, MD, INC.
00
XXXXXXXXXX XXXX WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF WILLOW GROVE, PA, YAKIMA WILSONS, INC.
INC.
YORK MALL WILSONS, INC.
WILSONS/GEORGETOWN LEATHER
DESIGN OF WOODBRIDGE, NJ, INC. YUBA CITY WILSONS, INC.
By: /s/Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
----------------
The authorized officer of
each of the foregoing corporations
Accepted and Acknowledged by:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By: /s/Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
-----------------------------
Title: Region Manager
----------------------------
24
