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Exhibit 4.02(c)
LOAN NO. 2406499-001
SECURITY AGREEMENT
Debtor:
Name: FRANK'S NURSERY & CRAFTS, INC.,
a Michigan corporation
Address: 6501 E. Nevada
Detroit, Michigan 48234
Secured Party:
Name: METLIFE CAPITAL FINANCIAL CORPORATION,
a Delaware corporation
Address: 10900 N.E. 4th St., Suite 500
Bellevue, Washington 98004
Attention: Real Estate Department
Debtor, for valuable consideration, hereby grants to Secured Party a
security interest in the property listed on Exhibit B hereto, and any and all
additions and substitutions thereto (the "Collateral") (i) to secure payment of
the indebtedness evidenced by that certain promissory note of even date
herewith, payable to the order of Secured Party, in the principal amount of SIX
HUNDRED NINETY THOUSAND NO/100 DOLLARS ($690,000.00) (the "Note"), (ii) to
secure all other obligations of Debtor arising under all documents securing or
executed in connection with the Note, except any Certificate and Indemnity
Agreement Regarding Hazardous Substances or Environmental Indemnity Agreement
(the "Loan Documents"), and (iii) to secure the payment and performance by
Debtor of the obligations of Debtor to Secured Party under the documents
evidencing and/or securing the following loans by Secured Party to Debtor:
(i) MetLife Loan No. 2406499-002 in the
original principal amount of $825,000.00;
(ii) MetLife Loan No. 2406499-003 in the
original principal amount of $975,000.00;
(iii) MetLife Loan No. 2406499-004 in the
original principal amount of $660,000.00;
(iv) MetLife Loan No. 2406499-005 in the
original principal amount of $675,000.00;
(v) MetLife Loan No. 2406499-006 in the
original principal amount of $1,125,000.00;
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(vi) MetLife Loan No. 2406499-007 in the
original principal amount of $937,000.00;
(vii) MetLife Loan No. 2406499-009 in the
original principal amount of $1,125,000.00;
(viii) MetLife Loan No. 2406499-010 in the
original principal amount of $825,000.00;
(ix) MetLife Loan No. 2406499-011 in the
original principal amount of $825,000.00;
(x) MetLife Loan No. 2406499-012 in the
original principal amount of $1,200,000.00; and
(xi) MetLife Loan No. 2406499-013 in the
original principal amount of $855,000.00.
Debtor expressly warrants and covenants:
1. Except for the security interest granted hereby, Debtor is, or
to the extent that this Security Agreement states that the
Collateral is to be acquired after the date hereof, will be,
the owner of the Collateral free from any lien, security
interest or encumbrance. Debtor shall defend the Collateral
against all claims and demands of all persons at any time
claiming the same or any interest therein.
2. The Collateral is used or bought primarily for use in the
business of Debtor.
3. Debtor's business address is as stated above. The Collateral
is located at or on or is used or owned for or in connection
with the real estate situated in Kane County, Illinois, and
described on the attached Exhibit A herein incorporated by
this reference (the "Property").
4. Debtor shall notify Secured Party of any change in the
location of the Collateral or any change in Debtor's principal
place of business.
5. Debtor shall pay all taxes and assessments of every nature
which may be levied or assessed against the Collateral.
6. Debtor shall not permit the Collateral to be attached or
replevied. If any lien, security interest or other
encumbrance is filed or placed against the Collateral (other
than liens and security interests in favor of Secured Party),
Debtor shall cause the same to be released and discharged
within forty-five (45) days after the date such lien, security
interest or other encumbrance is filed or placed against the
Collateral.
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7. The Collateral is in good condition and Debtor shall keep the
Collateral in good condition and from time to time, forthwith,
replace and repair all such parts of the Collateral as may be
broken, worn out, or damaged without allowing any lien to be
created upon the Collateral on account of such replacement or
repairs. Secured Party may examine and inspect the Collateral
at any time, wherever located.
8. Debtor will not use the Collateral in violation of any
applicable statutes, regulations or ordinances.
Until the occurrence of any Event of Default, Debtor may have
possession of the Collateral and use it in any lawful manner, and upon the
occurrence of any Event of Default, Secured Party shall have the immediate
right to the possession of the Collateral.
Debtor shall be in default under this Security Agreement upon the
happening of any of the following events (an "Event of Default"):
(a) the occurrence of an Event of Default as defined
under the Note, any instrument securing the Note,
including the Mortgage securing the Note (the
"Mortgage"), any other Loan Document, or the
Certificate and Indemnity Agreement Regarding
Hazardous Substances or the Environmental Indemnity
Agreement; or
(b) loss, theft, damage or destruction to or of any of
the Collateral which shall materially and
substantially diminish the aggregate value of the
Collateral, the sale or encumbrance of any of the
Collateral, or the making of any levy, seizure or
attachment on or to the Collateral.
Upon an Event of Default and at any time thereafter, Secured Party may
declare the Note immediately due and payable and shall have the remedies of a
secured party under the Articles of the Illinois Uniform Commercial Code (the
"Code"). Secured Party may require Debtor to assemble the Collateral and
deliver or make it available to Secured Party at a place to be designated by
Secured Party which is reasonably convenient to both parties.
Secured Party may require that the Collateral be sold at a public sale
at the same time and place as the sale of the Property, or Secured Party may
sell the Collateral at one or more other public or private sales in accordance
with the Code. The Collateral shall not be required to be exhibited, presented
or displayed at any sale. In the event that the Collateral is sold under the
Mortgage, Secured Party hereby assigns its security interest in the Collateral
to the trustee or Sheriff selling the Property under the Mortgage. Debtor
agrees that a sale of the Collateral under the Mortgage and the notices
required under the laws of Illinois for the sale of real property are
commercially reasonable and adequate under the Code.
Debtor agrees to pay to Secured Party in addition to the indebtedness
secured hereby, all expenses of retaking, holding, preparing for sale and
selling incurred by Secured Party in
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connection with realization on the Collateral including reasonable attorneys'
fees and costs. In addition, in the event suit or action is instituted to
enforce or interpret this Agreement (including without limitation efforts to
modify or vacate any automatic stay or injunction), the prevailing party shall
be entitled to recover all expenses reasonably incurred at, before or after
trial and on appeal whether or not taxable as costs, or in any bankruptcy
proceeding, including, without limitation, attorneys' fees, witness fees
(expert and otherwise), deposition costs, copying charges and other expenses.
No waiver by Secured Party of an Event of Default shall operate as a
waiver of any other default or of the same default on a future occasion. The
taking of this Security Agreement shall not waive or impair any other security
said Secured Party may have or hereafter acquire for the payment of the Note
nor shall the taking of any such additional security waive or impair this
Security Agreement. Secured Party may resort to any security it may have in
the order it may deem proper.
All rights of Secured Party hereunder shall inure to the benefit of
its successors and assigns. All promises and duties of Debtor shall bind its
successors and assigns.
Any and all notices, elections, demands, or requests permitted or
required to be made under this Security Agreement shall be in writing, signed
by the party giving such notice, election, demand or request, and shall be
delivered personally, by telegram, or sent by registered, certified, or Express
United States mail, postage prepaid, or by Federal Express or similar service
requiring a receipt, to the other party at the address set forth above or to
such other party and at such other address within the United States of America
as any party may designate as provided herein. The date of receipt of such
notice, election, demand or request shall be the earliest of (i) the date of
actual receipt, (ii) three (3) days after the date of mailing by registered or
certified mail, (iii) one (1) day after the date of mailing by Express Mail, or
the delivery (for redelivery) to Federal Express or another similar service
requiring a receipt, or (iv) the date of personal delivery (or refusal upon
presentation for delivery).
This Security Agreement shall be governed and construed in accordance
with the laws of the State of Illinois.
This Security Agreement is dated as of August 31, 1995.
DEBTOR:
FRANK'S NURSERY & CRAFTS, INC.,
a Michigan corporation
By: Robert M. Lovejoy,
------------------------------
Robert M. Lovejoy,
Vice President
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File No. 95K0361 Page 2
EXHIBIT A
Parcel One:
Lot One in St. Charles Commercial Center Unit No. One pursuant to Plat of
Subdivision recorded in the Recorder's Office of Kane County, Illinois on
August 17, 1982 as Document No. 1614147, also legally described as follows:
That part of the Southwest Quarter of Section 33, Township 40 North, Range 8
East of Third Principal Meridian described as follows: Commencing at the
Southeast corner of Joe Keim's Randall Road Subdivision, St. Charles Township,
Kane County, Illinois; thence Southeasterly along the Northeasterly line of
Illinois State Route 38, 1440.0 feet; thence Northeasterly at right angles to
the last described course 210.0 feet for a point of beginning; thence
continuing Northeasterly along the prolongation of the last described course
450.0 feet; thence Southeasterly at right angles to the last described course
310.0 feet; thence Southwesterly at right angles to the last described course
450.0 feet; thence Northwesterly at right angles to the last described course
310.0 feet to the point of beginning in the City of St. Charles, Kane County,
Illinois.
Parcel Two:
Easement for ingress and egress as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian, described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 210.0 feet for a
point of beginning; thence continuing Northeasterly along the prolongation of
the last described course 18.0 feet; thence Southeasterly at right angles to
the last described course 457.0 feet; thence Southwesterly at right angles to
the last described course 18.0 feet; thence Northwesterly at right angles to
the last described course 457.0 feet to the point of beginning in the City of
St. Charles, Kane County, Illinois.
Parcel Three:
Easement for ingress and egress as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 210.0 feet for a
point of beginning; thence Southwesterly along the last described course 18.0
feet; thence Southeasterly at right angles to the last described course 457.0
feet; thence Northeasterly at right angles to the last described course 18.0
feet; thence Northwesterly at right angles to the last described course 457.0
feet to the point of beginning in the City of St. Charles, Kane County,
Illinois.
Parcel Four:
Easement for ingress and egress as contained in Construction and Maintenance
Agreement as Document 1614587, dated July 28, 1982 and recorded August 23,
1982, described as follows: That part of the Southwest Quarter of Section 33,
Township 40 North, Range 8 East of the Third Principal Meridian described as
follows: Commencing at the Southeast corner of Joe Keim's Randall Road
Subdivision, St. Charles Township, Kane County, Illinois; thence Southeasterly
along the Northeasterly line of Illinois State Route No. 38, 1440.0 feet for a
point of beginning; thence Northeasterly at right angles to the last described
course 660.0 feet; thence Northwesterly at right angles to the last described
course 50.0 feet; thence Southwesterly at right angles to the last described
course 660.0 feet to said Northeasterly line; thence Southeasterly along said
Northeasterly line 50.0 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
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File No. 95K0361 Page 3
Parcel Five:
Easement for ingress and egress as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 192.0 feet; thence
Southeasterly at right angles to the last described course 196.0 feet for a
point of beginning; thence continuing Southeasterly along the prolongation of
the last described course 28.0 feet; thence Southwesterly at right angles to
the last described course 28.0 feet; thence Southwesterly at right angles to
the last described course to said Northeasterly line; thence Northwesterly
along said Northeasterly line to a line drawn parallel with the last described
course from the point of beginning; thence Northeasterly to the point of
beginning in the City of St. Charles, Kane County, Illinois.
Parcel Six:
Easement for ingress and egress as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 192.0 feet; thence
Southeasterly at right angles to the last described course 409.0 feet for a
point of beginning; thence continuing Southeasterly along the prolongation of
the last described course 28.0 feet; thence Southwesterly at right angles to
the last described course 202.80 feet to said Northeasterly line; thence
Northwesterly along said Northeasterly line 28.08 feet to a line drawn parallel
with the last described course from the point of beginning; thence
Northeasterly 200.63 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
Parcel Seven:
Easement for ingress and egress truncations, Westerly as contained in
Declaration of Easements as Document 1614585, dated July 27, 1982 and recorded
August 23, 1982, described as follows: That part of the Southwest Quarter of
Section 33, Township 40 North, Range 8 East of the Third Principal Meridian
described as follows: Commencing at the Southeast corner of Joe Keim's Randall
Road Subdivision, St. Charles Township, Kane County, Illinois; thence
Southeasterly along the Northeasterly line of Illinois State Route No. 38,
1440.0 feet; thence Northeasterly at right angles to the last described course
192.0 feet; thence Southeasterly at right angles to the last described course
176.0 feet for a point of beginning; thence continuing Southeasterly along the
prolongation of the last described course 20.0 feet; thence Southwesterly at
right angles to the last described course 20.0 feet; thence Northerly to the
point of beginning and also that part of said Quarter described by commencing
at the most Easterly corner of the aforesaid tract; thence Southeasterly along
the Northeasterly line extended Southeasterly of said tract 48.0 feet for a
point of beginning; thence Northwesterly along the last described course 20.0
feet; thence Southwesterly at right angles to the last described course 20.0
feet; thence Easterly to the point of beginning, all in the City of St.
Charles, Kane County, Illinois.
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File No. 95K0361 Page 4
Parcel Eight:
Easement for ingress and egress truncations, Easterly as contained in
Declaration of Easements as Document 1614585, dated July 27, 1982 and recorded
August 23, 1982, described as follows: That part of the Southwest Quarter of
Section 33, Township 40 North, Range 8 East of the Third Principal Meridian
described as follows: Commencing at the Southeast corner of Joe Keim's Randall
Road Subdivision, St. Charles Township, Kane County, Illinois; thence
Southeasterly along the Northeasterly line of Illinois State Route No. 38,
1440.0 feet; thence Northeasterly at right angles to the last described course
192.0 feet; thence Southeasterly at right angles to the last described course
389.0 feet for a point of beginning; thence continuing Southeasterly along the
prolongation of the last described course 20.0 feet; thence Southwesterly at
right angles to the last described course 20.0 feet; thence Northerly to the
point of beginning and also that part of said Quarter described by commencing
at the most Easterly corner of the aforesaid tract; thence Southeasterly along
the Northeasterly line extended Southeasterly of said tract 48.0 feet for a
point of beginning; thence Northwesterly along the last described course 20.0
feet; thence Southwesterly at right angles to the last described course 20.0
feet; thence Easterly to the point of beginning, all in the City of St.
Charles, Kane County, Illinois.
Parcel Nine:
Easement for sign purposes as contained in Construction and Maintenance
Agreement as Document 1614587, dated July 28, 1982 and recorded August 23,
1982, described as follows: That part of the Southwest Quarter of Section 33,
Township 40 North, Range 8 East of the Third Principal Meridian described as
follows: Commencing at the Southeast corner of Joe Keim's Randall Road
Subdivision, St. Charles Township, Kane County, Illinois; thence Southeasterly
along the Northeasterly line of Illinois State Route No. 38, 1440.0 feet for a
point of beginning; thence Northeasterly at right angles to the last described
course 30.0 feet; thence Southeasterly at right angles to the last described
course 20.0 feet; thence Southwesterly at right angles to the last described
course 30.0 feet to said Northeasterly line; thence Northwesterly along said
Northeasterly line 20.0 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
Parcel Ten:
Easement for detention basin purposes as contained in Declaration of Easements
as Document 1614585, dated
July 27, 1982 and recorded August 23, 1982, described as follows: That part of
the Southwest Quarter of
Section 33, Township 40 North, Range 8 East of the Third Principal Meridian
described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southwesterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 210.0 feet; thence
continuing Northeasterly along the prolongation of the last described course
450.0 feet; thence Southeasterly at right angles to the last described course
310.0 feet; thence Southwesterly at right angles to the last described course
265.64 feet for a point of beginning; thence Northeasterly along the last
described course 265.64 feet; thence Northwesterly at right angles to the last
described course 100.0 feet; thence Northeasterly at right angles to the last
described course 124.0 feet; thence Easterly along a line forming an angle of
126 degrees 50 minutes 43 seconds with the last described course (measured
counter-clockwise therefrom) 209.44 feet to the West line of Fourteenth Street
South; thence Southerly along said West line 511.94 feet; thence Westerly at
right angles to the last described course 155.76 feet; thence Northwesterly
along a line forming an angle of 147 degrees 24 minutes 40 seconds with the
last described course (measured counter-clockwise therefrom) 212.11 feet to
the point of beginning in the City of St. Charles, Kane County, Illinois.
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File No. 95K0361 Page 5
Parcel Eleven:
Easement for storm sewer purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 228.0 feet; thence
Southeasterly at right angles to the last described course 320.0 feet for a
point of beginning; thence Northwesterly along the last described course 10.0
feet; thence Northeasterly at right angles to the last described course 166.36
feet; thence Easterly along a line forming an angle of 70 degrees 00 minutes
with the prolongation of the last described course (measured clockwise
therefrom) 10.64 feet to a line drawn parallel with the last described course
from the point of beginning; thence Southwesterly along said parallel line
170.0 feet to the point of beginning in the City of St. Charles, Kane County,
Illinois.
Parcel Twelve:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1455.0 feet; thence
Northeasterly at right angles to the last described course 228.0 feet for point
of beginning; thence continuing Northeasterly along the prolongation of the
last described course 10.0 feet; thence Southeasterly at right angles to the
last described course 442.0 feet; thence Southwesterly at right angles to the
last described course 10.0 feet; thence Northwesterly at right angles to the
last described course 443.0 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
Parcel Thirteen:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 182.0 feet for a
point of beginning; thence continuing Northeasterly along the prolongation of
the last described course 10.0 feet; thence Southeasterly at right angles to
the last described course 457.0 feet; thence Southwesterly at right angles to
the last described course 10.0 feet; thence Northwesterly at right angles to
the last described course 457.0 feet to the point of beginning in the City of
St. Charles, Kane County, Illinois.
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File No. 95K0361 Page 6
Parcel Fourteen:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 182.0 feet; thence
Southeasterly at right angles to the last described course 305.0 feet for a
point of beginning; thence continuing Southeasterly along the prolongation of
the last described course 10.0 feet; thence Southwesterly at right angles to
the last described course 185.13 feet to said Northeasterly line; thence
Northwesterly along said Northeasterly line 10.01 feet to a line drawn parallel
with the last described course from the point of beginning; thence
Northeasterly 184.70 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
Parcel Fifteen:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet for a point of
beginning; thence Northeasterly at right angles to the last described course
660.0 feet; thence Southeasterly at right angles to the last described course
15.0 feet; thence Southwesterly at right angles to the last described course
660.0 feet to said Northeasterly line; thence Northwesterly along said
Northeasterly line 15.0 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
Parcel Sixteen:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1455.0 feet; thence
Northeasterly at right angles to the last described course 238.0 feet; thence
Southeasterly at right angles to the last described course 442.0 feet for a
point of beginning; thence Southwesterly at right angles to the last described
course 56.0 feet; thence Southeasterly at right angles to the last described
course 91.24 feet; thence Easterly along a line forming an angle of 147 degrees
24 minutes 40 seconds with the last described course (measured clockwise
therefrom) 248.12 feet to the West line of Fourteenth Street South; thence
Northerly along said West line at right angles to the last described course
56.0 feet; thence Westerly at right angles to the last described course 231.75
feet; thence Northwesterly along a line forming angle of 147 degrees 24 minutes
40 seconds with the last described course (measured counter-clockwise
therefrom) 74.87 feet to the point of beginning in the City of St. Charles,
Kane County, Illinois.
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File No. 95K0361 Page 7
Parcel Seventeen:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southwest corner of Joe Keim's Randall Road Subdivision, St.
Charles Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 660.0 feet; thence
Southeasterly at right angles to the last described course 210.0 feet; thence
Northeasterly at right angles to the last described course 124.0 feet; thence
Westerly along a line forming an angle of 126 degrees 50 minutes 43 seconds
with the prolongation of the last described course (measured counter-clockwise
therefrom) 108.43 feet for a point of beginning; thence Easterly along the last
described course and said course extended 317.87 feet to the West line of
Fourteenth Street South; thence Northerly along said West line 20.06 feet;
thence Westerly parallel with penultimate described course 314.80 feet; thence
Westerly along a line forming an angle of 154 degrees 19 minutes 43 seconds
with the last described course (measured counter-clockwise therefrom) 67.49
feet; thence Northwesterly along a line forming an angle of 168 degrees 49
minutes 34 seconds with the last described course (measured counter-clockwise
therefrom) 48.67 feet; thence Southwesterly at right angles to the last
described course 30.0 feet; thence Southeasterly 125.61 feet to the point of
beginning in the City of St. Charles, Kane County, Illinois.
Parcel Eighteen:
Easement for utility purposes as contained in Declaration of Easements as
Document 1614585, dated July 27, 1982 and recorded August 23, 1982, described
as follows: That part of the Southwest Quarter of Section 33, Township 40
North, Range 8 East of the Third Principal Meridian described as follows:
Commencing at the Southeast corner of Joe Keim's Randall Road Subdivision, St.
Charles, Township, Kane County, Illinois; thence Southeasterly along the
Northeasterly line of Illinois State Route No. 38, 1440.0 feet; thence
Northeasterly at right angles to the last described course 660.0 feet; thence
Southeasterly at right angles to the last described course 210.0 feet; thence
Northeasterly at right angles to the last described course 124.0 feet; thence
Westerly along a line forming an angle of 126 degrees 50 minutes 43 seconds
with the prolongation of the last described course (measured counter-clockwise
therefrom) 103.40 feet for a point of beginning; thence continuing Westerly
along the prolongation of the last described course 5.03 feet; thence
Northwesterly along a line forming an angle of 154 degrees 19 minutes 43
seconds with the last described course (measured counter-clockwise therefrom)
16.28 feet; thence Southwesterly along a line forming an angle of 101 degrees
10 minutes 26 seconds with the last described course (measured clockwise
therefrom) 55.82 feet; thence Southeasterly at right angles to the last
described course 20.0 feet; thence Northeasterly at right angles to the last
described course 62.0 feet to the point of beginning in the City of St.
Charles, Kane County, Illinois.
11
EXHIBIT B
a. All buildings, structures, improvements, parking areas,
landscaping, equipment, fixtures and articles of property now or hereafter
erected on, attached to, or used or adapted for use in the operation of the
real property described on Exhibit A attached to the Security Agreement which
this Exhibit B is attached (the "Premises"); including but without being
limited to, all heating, air conditioning and incinerating apparatus and
equipment; all boilers, engines, motors, dynamos, generating equipment, piping
and plumbing fixtures, water heaters, ranges, cooking apparatus and mechanical
kitchen equipment, refrigerators, freezers, cooling, ventilating, sprinkling
and vacuum cleaning systems, fire extinguishing apparatus, gas and electric
fixtures, carpeting, floor coverings, underpadding, elevators, escalators,
partitions, mantels, built-in mirrors, window shades, blinds, draperies,
screens, storm sash, awnings, signs, furnishings of public spaces, halls and
lobbies, and shrubbery and plants, and including also all interest of any owner
of the Premises in any of such items hereafter at any time acquired under
conditional sale contract, chattel mortgage or other title retaining or
security instrument, all of which property mentioned in this clause (a) shall
be deemed part of the realty constituting the Premises and not severable wholly
or in part without material injury to the freehold of the Premises (all of the
foregoing together with replacements and additions thereto are referred to
herein as "Improvements"); and
b. All compensation, awards, damages, rights of action and
proceeds, including interest thereon and/or the proceeds of any policies of
insurance therefor, arising out of or relating to a (i) taking or damaging of
the Premises or Improvements thereon by reason of any public or private
improvement, condemnation proceeding (including change of grade), sale or
transfer in lieu of condemnation, or fire, earthquake or other casualty, or
(ii) any injury to or decrease in the value of the Premises or the Improvements
for any reason whatsoever;
c. Return premiums or other payments upon any insurance any time
provided for the benefit of or naming Secured Party, and refunds or rebates of
taxes or assessments on the Premises;
d. All the right, title and interest of Debtor in, to and under
all written and oral leases and rental agreements (including extensions,
renewals and subleases; all of the foregoing shall be referred to collectively
herein as the "Leases") now or hereafter affecting the Premises including,
without limitation, all rents, issues, profits and other revenues and income
therefrom and from the renting, leasing or bailment of Improvements and
equipment, all guaranties of tenants' performance under the Leases, and all
rights and claims of any kind that Debtor may have against any tenant under the
Leases or in connection with the termination or rejection of the Leases in a
bankruptcy or insolvency proceeding; and the leasehold estate in the event this
Instrument is on a leasehold;
e. Plans, specifications, contracts and agreements relating to
the design or construction of the Improvements; Debtor's rights under any
payment, performance, or other
12
bond in connection with the design or construction of the Improvements; all
landscaping and construction materials, supplies, and equipment used or to be
used or consumed in connection with construction of the Improvements, whether
stored on the Premises or at some other location; and contracts, agreements,
and purchase orders with contractors, subcontractors, suppliers, and
materialmen incidental to the design or construction of the Improvements;
f. All contracts, accounts, rights, claims or causes of action
pertaining to or affecting the Premises or the Improvements, including, without
limitation, all options or contracts to acquire other property for use in
connection with operation or development of the Premises or Improvements,
management contracts, service or supply contracts, deposits, bank accounts,
general intangibles (including without limitation trademarks, trade names and
symbols), permits, licenses, franchises and certificates, and all commitments
or agreements, now or hereafter in existence, intended by the obligor thereof
to provide Debtor with proceeds to satisfy the loan evidenced hereby or improve
the Premises or Improvements, and the right to receive all proceeds due under
such commitments or agreements including refundable deposits and fees;
g. All books, records, surveys, reports and other documents
related to the Premises, the Improvements, the Leases, or other items of
collateral described herein; and
h. All additions, accessions, replacements, substitutions,
proceeds and products of the real and personal property, tangible and
intangible, described herein.
All of the foregoing described collateral is exclusive of any
furniture, furnishings or trade fixtures owned and supplied by tenants of the
Premises.