AMENDED AND RESTATED
SECURITY AGREEMENT
This Agreement, dated as of March 20, 2002, is made by and between The
Leather Factory of Canada, Ltd., a Manitoba corporation (the "Debtor"), and
Wells Fargo Bank Minnesota, National Association, a national banking association
(the "Secured Party").
Pursuant to an Amended and Restated Credit and Security Agreement of
even date herewith (as the same may be amended, supplemented or restated from
time to time, the "Credit Agreement"), the Secured Party may extend credit
accommodations to THE LEATHER FACTORY, INC., a Delaware corporation; ROBERTS,
CUSHMAN & COMPANY, INC., a New York corporation; THE LEATHER FACTORY, INC., a
Nevada corporation; THE LEATHER FACTORY OF NEVADA INVESTMENTS INC., a Nevada
corporation; TANDY LEATHER COMPANY, INC., a Nevada corporation; TANDY LEATHER
COMPANY INVESTMENTS, INC., a Nevada corporation; THE LEATHER FACTORY, L.P., a
Texas limited partnership; TANDY LEATHER COMPANY, L.P., a Texas limited
partnership; HI-LINE LEATHER & MANUFACTURING COMPANY, a California corporation;
and THE LEATHER FACTORY, INC., an Arizona corporation (collectively, the
"Borrowers" and each a "Borrower").
As a condition to extending credit to the Borrowers, the Secured Party
has required the execution and delivery of the Debtor's Guaranty of even date
herewith, guaranteeing the payment and performance of all obligations of the
Borrowers arising under or pursuant to the Credit Agreement (the "Guaranty").
As a further condition to extending credit to the Borrowers under the
Credit Agreement, the Secured Party has required the execution and delivery of
this Agreement by the Debtor.
ACCORDINGLY, in consideration of the mutual covenants
contained in the Credit Agreement and herein, the parties hereby agree as
follows:
1. Definitions. All terms defined in the recitals hereto and the Credit
Agreement that are not otherwise defined herein shall have the meanings given
them in the recitals and the Credit Agreement. All terms defined in the UCC and
not otherwise defined herein have the meanings assigned to them in the UCC. In
addition, the following terms have the meanings set forth below or in the
referenced Section of this Agreement:
"Accounts" means all of the Debtor's accounts, as such term is
defined in the UCC, including each and every right of the Debtor to the
payment of money, whether such right to payment now exists or hereafter
arises, whether such right to payment arises out of a sale, lease or
other disposition of goods or other property, out of a rendering of
services, out of a loan, out of the overpayment of taxes or other
liabilities, or otherwise arises under any contract or agreement,
whether such right to payment is created, generated or earned by the
Debtor or by some other person who subsequently transfers such person's
interest to the Debtor, whether such right to payment is or is not
already earned by performance, and howsoever such right to payment may
be evidenced, together with all other rights and interests (including
all Liens) which the Debtor may at any time have by law or agreement
against any account debtor or other obligor obligated to make any such
payment or against any property of such account debtor or other
obligor; all including but not limited to all present and future
accounts, contract rights, loans and obligations receivable, chattel
papers, bonds, notes and other debt instruments, tax refunds and rights
to payment in the nature of general intangibles.
"Collateral" means all of the Debtor's Accounts, chattel
paper, deposit accounts, documents, Equipment, General Intangibles,
goods, instruments, Inventory, Investment Property, letter-of-credit
rights, letters of credit, all sums on deposit in any Collateral
Account, and any items in any Lockbox; together with (i) all
substitutions and replacements for and products of any of the
foregoing; (ii) in the case of all goods, all accessions; (iii) all
accessories, attachments, parts, equipment and repairs now or hereafter
attached or affixed to or used in connection with any goods; (iv) all
warehouse receipts, bills of lading and other documents of title now or
hereafter covering such goods; (v) any money, or other assets of the
Debtor that now or hereafter come into the possession, custody, or
control of the Lender; and (vi) proceeds of any and all of the
foregoing.
"Equipment" means all of the Debtor's equipment, as such term
is defined in the UCC, whether now owned or hereafter acquired,
including but not limited to all present and future machinery,
vehicles, furniture, fixtures, manufacturing equipment, shop equipment,
office and recordkeeping equipment, parts, tools, supplies, and
including specifically the goods described in any equipment schedule or
list herewith or hereafter furnished to the Lender by the Debtor.
"Event of Default" has the meaning given in Section 6.
"General Intangibles" means all of the Debtor's general
intangibles, as such term is defined in the UCC, whether now owned or
hereafter acquired, including all present and future Intellectual
Property Rights, customer or supplier lists and contracts, manuals,
operating instructions, permits, franchises, the right to use the
Debtor's name, and the goodwill of the Debtor's business.
"Intellectual Property Rights" means all actual or prospective
rights arising in connection with any intellectual property or other
proprietary rights, including all rights arising in connection with
copyrights, patents, service marks, trade dress, trade secrets,
trademarks, trade names or mask works.
"Inventory" means all of the Debtor's inventory, as such term
is defined in the UCC, whether now owned or hereafter acquired, whether
consisting of whole goods, spare parts or components, supplies or
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materials, whether acquired, held or furnished for sale, for lease or
under service contracts or for manufacture or processing, and wherever
located.
"Investment Property" means all of the Debtor's investment
property, as such term is defined in the UCC, whether now owned or
hereafter acquired, including but not limited to all securities,
security entitlements, securities accounts, commodity contracts,
commodity accounts, stocks, bonds, mutual fund shares, money market
shares and U.S. Government securities.
"Lien" means any security interest, mortgage, deed of trust,
pledge, lien, charge, encumbrance, title retention agreement or
analogous instrument or device, including the interest of each lessor
under any capitalized lease and the interest of any bondsman under any
payment or performance bond, in, of or on any assets or properties of a
person, whether now owned or hereafter acquired and whether arising by
agreement or operation of law.
"Obligations" means each and every debt, liability and
obligation of every type and description which the Debtor may now or at
any time hereafter owe to the Secured Party, whether such debt,
liability or obligation now exists or is hereafter created or incurred
and whether it is or may be direct or indirect, due or to become due,
or absolute or contingent, including without limitation all obligations
under the Guaranty.
"Permitted Liens" means (i) the Security Interest, (ii)
covenants, restrictions, rights, easements and minor irregularities in
title which do not materially interfere with the Debtor's business or
operations as presently conducted, and (iii) Liens in existence on the
date hereof and described on Exhibit C hereto.
"Security Interest" has the meaning given in Section 2.
"UCC" means Uniform Commercial Code as in effect from time to
time (including after July 1, 2001) in the Province of Manitoba.
2. Security Interest. The Debtor hereby grants the Secured Party a
security interest (the "Security Interest") in the Collateral to secure payment
of the Obligations.
3. Representations, Warranties and Agreements. The Debtor hereby
represents, warrants and agrees as follows:
(a) Title. The Debtor (i) has absolute title to each item
of Collateral in existence on the date hereof, free and clear of all
Liens except Permitted Liens, (ii) will have, at the time the Debtor
acquires any rights in Collateral hereafter arising, absolute title to
each such item of Collateral free and clear of all Liens except
Permitted Liens, (iii) will keep all Collateral free and clear of all
Liens except Permitted Liens, and (iv) will defend the Collateral
against all claims or demands of all persons other than the Secured
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Party. The Debtor will not sell or otherwise dispose of the Collateral
or any interest therein, outside the ordinary course of business,
without the prior written consent of the Secured Party.
(b) Chief Executive Office; Identification Numbers. The
Debtor's chief executive office and principal place of business is
located at the address set forth under its signature below. The
Debtor's federal employer identification number and organizational
identification number are correctly set forth under its signature
below.
(c) Location of Collateral. As of the date hereof, the
tangible Collateral is located only in the states and at the address,
as identified on Exhibit A attached hereto. The Debtor will not permit
any tangible Collateral to be located in any state (and, if county
filing is required, in any county) in which a financing statement
covering such Collateral is required to be, but has not in fact been,
filed in order to perfect the Security Interest.
(d) Changes in Name, Constituent Documents, Location. The
Debtor will not change its name, articles of incorporation or bylaws,
or jurisdiction of organization, without the prior written consent of
the Secured Party. The Debtor will not change its business address,
without prior written notice to the Secured Party.
(e) Fixtures. The Debtor will not permit any tangible
Collateral to become part of or to be affixed to any real property
without first assuring to the reasonable satisfaction of the Secured
Party that the Security Interest will be prior and senior to any Lien
then held or thereafter acquired by any mortgagee of such real property
or the owner or purchaser of any interest therein. If any part or all
of the tangible Collateral is now or will become so related to
particular real estate as to be a fixture, the real estate concerned
and the name of the record owner are accurately set forth in Exhibit B
hereto.
(f) Rights to Payment. Each right to payment and each
instrument, document, chattel paper and other agreement constituting or
evidencing Collateral is (or will be when arising, issued or assigned
to the Secured Party) the valid, genuine and legally enforceable
obligation, subject to no defense, setoff or counterclaim (other than
those arising in the ordinary course of business), of the account
debtor or other obligor named therein or in the Debtor's records
pertaining thereto as being obligated to pay such obligation. The
Debtor will neither agree to any material modification or amendment nor
agree to any forbearance, release or cancellation of any such
obligation, and will not subordinate any such right to payment to
claims of other creditors of such account debtor or other obligor.
(g) Commercial Tort Claims. Promptly upon knowledge
thereof, the Debtor will deliver to the Secured Party notice of any
commercial tort claims it may bring against any person, including the
name and address of each defendant, a summary of the facts, an estimate
of the Debtor's damages, copies of any complaint or demand letter
submitted by the Debtor, and such other information as the Lender may
request. Upon request by the Secured Party, the Debtor will grant the
Secured Party a security interest in all commercial tort claims it may
have against any person.
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(h) Miscellaneous Covenants. The Debtor will:
(i) keep all tangible Collateral in good repair, working
order and condition, normal depreciation excepted, and will, from time
to time, replace any worn, broken or defective parts thereof;
(ii) promptly pay all taxes and other governmental charges
levied or assessed upon or against any Collateral or upon or against
the creation, perfection or continuance of the Security Interest;
(iii) at all reasonable times, permit the Secured Party or
its representatives to examine or inspect any Collateral, wherever
located, and to examine, inspect and copy the Debtor's books and
records pertaining to the Collateral and its business and financial
condition and to send and discuss with account debtors and other
obligors requests for verifications of amounts owed to the Debtor;
(iv) keep accurate and complete records pertaining to the
Collateral and pertaining to the Debtor's business and financial
condition and submit to the Secured Party such periodic reports
concerning the Collateral and the Debtor's business and financial
condition as the Secured Party may from time to time reasonably
request;
(v) promptly notify the Secured Party of any loss of or
material damage to any Collateral or of any adverse change, known to
the Debtor, in the prospect of payment of any sums due on or under any
instrument, chattel paper, or account constituting Collateral;
(vi) if the Secured Party at any time so requests (after
the occurrence of an Event of Default), promptly deliver to the Secured
Party any instrument, document or chattel paper constituting
Collateral, duly endorsed or assigned by the Debtor;
(vii) at all times keep all tangible Collateral insured
against risks of fire (including so-called extended coverage), theft,
collision (in case of Collateral consisting of motor vehicles) and such
other risks and in such amounts as the Secured Party may reasonably
request, with any such policies containing a lender loss payable
endorsement acceptable to the Secured Party;
(viii) from time to time execute such financing statements
as the Secured Party may reasonably require in order to perfect the
Security Interest and, if any Collateral consists of a motor vehicle,
execute such documents as may be required to have the Security Interest
properly noted on a certificate of title;
(ix) pay when due or reimburse the Secured Party on demand
for all costs of collection of any of the Obligations and all other
out-of-pocket expenses (including in each case all reasonable
attorneys' fees) incurred by the Secured Party in connection with the
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creation, perfection, satisfaction, protection, defense or enforcement
of the Security Interest or the creation, continuance, protection,
defense or enforcement of this Agreement or any or all of the
Obligations, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings;
(x) execute, deliver or endorse any and all instruments,
documents, assignments, security agreements and other agreements and
writings which the Secured Party may at any time reasonably request in
order to secure, protect, perfect or enforce the Security Interest and
the Secured Party's rights under this Agreement; and
(xi) not use or keep any Collateral, or permit it to be
used or kept, for any unlawful purpose or in violation of any federal,
state or local law, statute or ordinance.
(i) Secured Party's Right to Take Action. The Debtor authorizes the
Secured Party to file from time to time where permitted by law, such financing
statements against collateral described as "all personal property" or describing
specific items of collateral including commercial tort claims as the Secured
Party deems necessary or useful to perfect the Security Interest. The Debtor
will not amend any financing statements in favor of the Secured Party except as
permitted by law. Further, if the Debtor at any time fails to perform or observe
any agreement contained in Section 3(h), and if such failure continues for a
period of ten (10) days after the Secured Party gives the Debtor written notice
thereof (or, in the case of the agreements contained in clauses (vii) and (viii)
of Section 3(h), immediately upon the occurrence of such failure, without notice
or lapse of time), the Secured Party may (but need not) perform or observe such
agreement on behalf and in the name, place and stead of the Debtor (or, at the
Secured Party's option, in the Secured Party's own name) and may (but need not)
take any and all other actions which the Secured Party may reasonably deem
necessary to cure or correct such failure (including, without limitation the
payment of taxes, the satisfaction of security interests, liens, or
encumbrances, the performance of obligations under contracts or agreements with
account debtors or other obligors, the procurement and maintenance of insurance,
the execution of financing statements, the endorsement of instruments, and the
procurement of repairs or transportation); and, except to the extent that the
effect of such payment would be to render any loan or forbearance of money
usurious or otherwise illegal under any applicable law, the Debtor shall
thereupon pay the Secured Party on demand the amount of all moneys expended and
all costs and expenses (including reasonable attorneys' fees) incurred by the
Secured Party in connection with or as a result of the Secured Party's
performing or observing such agreements or taking such actions, together with
interest thereon from the date expended or incurred by the Secured Party at the
highest rate then applicable to any of the Obligations. To facilitate the
performance or observance by the Secured Party of such agreements of the Debtor,
the Debtor hereby irrevocably appoints (which appointment is coupled with an
interest) the Secured Party, or its delegate, as the attorney-in-fact of the
Debtor with the right (but not the duty) from time to time to create, prepare,
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complete, execute, deliver, endorse or file, in the name and on behalf of the
Debtor, any and all instruments, documents, financing statements, applications
for insurance and other agreements and writings required to be obtained,
executed, delivered or endorsed by the Debtor under this Section 3 and Section
4.
4. Rights of Secured Party. At any time and from time to time, whether
before or after an Event of Default, the Secured Party may take any or all of
the following actions:
(a) Account Verification. The Secured Party may at any
time and from time to time send or require the Debtor to send requests
for verification of accounts or notices of assignment to account
debtors and other obligors. The Secured Party may also at any time and
from time to time telephone account debtors and other obligors to
verify accounts.
(b) Collateral Account. The Secured Party may establish a
collateral account for the deposit of checks, drafts and cash payments
made by the Debtor's account debtors. If a collateral account is so
established, the Debtor shall promptly deliver to the Secured Party,
for deposit into said collateral account, all payments on Accounts and
chattel paper received by it. All such payments shall be delivered to
the Secured Party in the form received (except for the Debtor's
endorsement where necessary). Until so deposited, all payments on
Accounts and chattel paper received by the Debtor shall be held in
trust by the Debtor for and as the property of the Secured Party and
shall not be commingled with any funds or property of the Debtor. All
deposits in said collateral account shall constitute proceeds of
Collateral and shall not constitute payment of any Obligation. Unless
otherwise agreed in writing, the Debtor shall have no right to withdraw
amounts on deposit in any collateral account.
(c) Lockbox. The Secured Party may, by notice to the Debtor,
require the Debtor to direct each of its account debtors to make
payment directly to a special lockbox to be under the control of the
Secured Party. The Debtor hereby authorizes and directs the Secured
Party to deposit all checks, drafts and cash payments received in said
lockbox into the collateral account established as set forth above.
(d) Direct Collection. The Secured Party may notify any account
debtor, or any other person obligated to pay any amount due, that such
chattel paper, Account, or other right to payment has been assigned or
transferred to the Secured Party for security and shall be paid
directly to the Secured Party. At any time after the Secured Party or
the Debtor gives such notice to an account debtor or other obligor, the
Secured Party may (but need not), in its own name or in the Debtor's
name, demand, sue for, collect or receive any money or property at any
time payable or receivable on account of, or securing, any such chattel
paper, Account, or other right to payment, or grant any extension to,
make any compromise or settlement with or otherwise agree to waive,
modify, amend or change the obligations (including collateral
obligations) of any such account debtor or other obligor.
5. Assignment of Insurance. The Debtor hereby assigns to the Secured
Party, as additional security for the payment of the Obligations, any and all
moneys (including but not limited to proceeds of insurance and refunds of
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unearned premiums) due or to become due under, and all other rights of the
Debtor under or with respect to, any and all policies of insurance covering the
Collateral, and the Debtor hereby directs the issuer of any such policy to pay
any such moneys directly to the Secured Party. After the occurrence of an Event
of Default, the Secured Party may (but need not), in its own name or in the
Debtor's name, execute and deliver proofs of claim, receive all such moneys,
endorse checks and other instruments representing payment of such moneys, and
adjust, litigate, compromise or release any claim against the issuer of any such
policy.
6. Events of Default. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called "Event of
Default"): (i) an Event of Default shall occur under the Credit Agreement; or
(ii) the Debtor shall fail to pay any or all of the Obligations when due or (if
payable on demand) on demand; or (iii) the Debtor shall fail to observe or
perform any covenant or agreement herein binding on it.
7. Remedies upon Event of Default. Upon the occurrence of an Event of
Default and at any time thereafter, the Secured Party may exercise any one or
more of the following rights and remedies: (i) declare all unmatured Obligations
to be immediately due and payable, and the same shall thereupon be immediately
due and payable, without presentment or other notice or demand; (ii) exercise
and enforce any or all rights and remedies available upon default to a secured
party under the UCC, including but not limited to the right to take possession
of any Collateral, proceeding without judicial process or by judicial process
(without a prior hearing or notice thereof, which the Debtor hereby expressly
waives), and the right to sell, lease or otherwise dispose of any or all of the
Collateral, and in connection therewith, the Secured Party may require the
Debtor to make the Collateral available to the Secured Party at a place to be
designated by the Secured Party which is reasonably convenient to both parties,
and if notice to the Debtor of any intended disposition of Collateral or any
other intended action is required by law in a particular instance, such notice
shall be deemed commercially reasonable if given (in the manner specified in
Section 9) at least ten (10) days prior to the date of intended disposition or
other action; (iii) exercise or enforce any or all other rights or remedies
available to the Secured Party by law or agreement against the Collateral,
against the Debtor or against any other person or property. The Secured Party is
hereby granted a nonexclusive, worldwide and royalty-free license to use or
otherwise exploit all Intellectual Property Rights owned by or licensed to the
Debtor that the Secured Party deems necessary or appropriate to the disposition
of any Collateral.
8. Other Personal Property. Unless at the time the Secured Party takes
possession of any tangible Collateral, or within seven days thereafter, the
Debtor gives written notice to the Secured Party of the existence of any goods,
papers or other property of the Debtor, not affixed to or constituting a part of
such Collateral, but which are located or found upon or within such Collateral,
describing such property, the Secured Party shall not be responsible or liable
to the Debtor for any action taken or omitted by or on behalf of the Secured
Party with respect to such property.
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9. Notices; Requests for Accounting. All notices and other
communications hereunder shall be in writing and shall be (a) personally
delivered, (b) sent by first class United States mail, (c) sent by overnight
courier of national reputation, or (d) transmitted by telecopy, in each case
addressed or telecopied to the party to whom notice is being given at its
address or telecopier number as set forth below its signature or, as to each
party, at such other address or telecopier number as may hereafter be designated
by such party in a written notice to the other party complying as to delivery
with the terms of this Section. All such notices, requests, demands and other
communications shall be deemed to have been given on (i) the date received if
personally delivered, (ii) when deposited in the mail if delivered by mail,
(iii) the date sent if sent by overnight courier, or (iv) the date of
transmission if delivered by telecopy. All requests under Section 9-210 of the
UCC (i) shall be made in a writing signed by an authorized person, (ii) shall be
personally delivered, sent by registered or certified mail, return receipt
requested, or by overnight courier of national reputation (iii) shall be deemed
to be sent when received by the Secured Party and (iv) shall otherwise comply
with the requirements of Section 9-210. The Debtor requests that the Secured
Party respond to all such requests which on their face appear to come from an
authorized individual and releases the Secured Party from any liability for so
responding. The Debtor shall pay Secured Party the maximum amount allowed by law
for responding to such requests.
10. Miscellaneous. This Agreement has been duly and validly authorized
by all necessary corporate action. This Agreement does not contemplate a sale of
accounts, or chattel paper. This Agreement can be waived, modified, amended,
terminated or discharged, and the Security Interest can be released, only
explicitly in a writing signed by the Secured Party, and, in the case of
amendment or modification, in a writing signed by the Debtor. A waiver signed by
the Secured Party shall be effective only in the specific instance and for the
specific purpose given. Mere delay or failure to act shall not preclude the
exercise or enforcement of any of the Secured Party's rights or remedies. All
rights and remedies of the Secured Party shall be cumulative and may be
exercised singularly or concurrently, at the Secured Party's option, and the
exercise or enforcement of any one such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other. The Secured
Party's duty of care with respect to Collateral in its possession (as imposed by
law) shall be deemed fulfilled if the Secured Party exercises reasonable care in
physically safekeeping such Collateral or, in the case of Collateral in the
custody or possession of a bailee or other third person, exercises reasonable
care in the selection of the bailee or other third person, and the Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. The
Secured Party shall not be obligated to preserve any rights the Debtor may have
against prior parties, to realize on the Collateral at all or in any particular
manner or order, or to apply any cash proceeds of Collateral in any particular
order of application. This Agreement shall be binding upon and inure to the
benefit of the Debtor and the Secured Party and their respective successors and
assigns and shall take effect when signed by the Debtor and delivered to the
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Secured Party, and the Debtor waives notice of the Secured Party's acceptance
hereof. The Secured Party may execute this Agreement if appropriate for the
purpose of filing, but the failure of the Secured Party to execute this
Agreement shall not affect or impair the validity or effectiveness of this
Agreement. A carbon, photographic or other reproduction of this Agreement or of
any financing statement signed by the Debtor shall have the same force and
effect as the original for all purposes of a financing statement. This Agreement
shall be governed by and construed in accordance with the substantive laws
(other than conflict laws) of the State of Minnesota. If any provision or
application of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other provisions or
applications which can be given effect and this Agreement shall be construed as
if the unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the Obligations.
The parties hereto hereby (i) consent to the personal jurisdiction of the state
and federal courts located in the State of Minnesota in connection with any
controversy related to this Agreement; (ii) waive any argument that venue in any
such forum is not convenient, (iii) agree that any litigation initiated by the
Secured Party or the Debtor in connection with this Agreement or the other Loan
Documents may be venued in either the state or federal courts located in
Hennepin County, Minnesota; and (iv) agree that a final judgment in any such
suit, action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
ON OR PERTAINING TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
WELLS FARGO BANK MINNESOTA, THE LEATHER FACTORY OF CANADA,
NATIONAL ASSOCIATION LTD.
By /s/ Thomas W. Tosney By /s/ Wray Thompson
--------------------- ------------------
Thomas W. Tosney Wray Thompson
Its Senior Vice President Its Chief Executive Officer
4975 Preston Park Blvd., Suite 280 3825 E. Loop 820 South
Plano, Texas 75093 P.O. Box 50429
Ft. Worth, Texas 76105
Employer Identification
No. 89-1051054
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EXHIBIT A
LOCATION OF COLLATERAL
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104 King Edward Street East
Winnipeg, MB R3H 0N8
5562 Tomken Road
Mississuga, ON L4W 1P4
EXHIBIT B
LEGAL DESCRIPTION
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EXHIBIT C
PERMITTED LIENS
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NONE