Exhibit 10.8
SECURITY AGREEMENT
------------------
SECURITY AGREEMENT, dated as of May 25, 1996, by WILSONS THE LEATHER
EXPERTS INC., a Minnesota corporation (the "Issuer") and the other grantors
listed on the signature pages hereto (together with the Issuer, the "Grantors"),
in favor of MELVILLE CORPORATION, a New York corporation (the "Secured Party").
W I T N E S S E T H:
--------------------
WHEREAS, the Issuer, Wilsons Center, Inc. (the "Company") and the
Secured Party are parties to a Sale Agreement dated as of May 24, 1996
(including all appendices, exhibits or schedules thereto, as from time to time
amended, restated, supplemented or otherwise modified, the "Sale Agreement");
WHEREAS, contemporaneously with entering into this Agreement, the
Grantors are entering into a separate Security Agreement (the "Other Agreement")
with General Electric Capital Corporation ( the "Agent") and the lenders (the
"Lenders" or the "Senior Secured Parties") party to the credit agreement of even
date herewith (the "Credit Agreement") among Wilsons Leather Holdings Inc.
("Wilsons"), certain affiliated corporations, the Lenders and the Agent;
WHEREAS, as a condition to the Secured Party's entering into the Sale
Agreement and purchasing the subordinated note referred to therein (the "Note"),
the Issuer and the other Grantors have agreed to grant a continuing security
interest in and to the Collateral (as hereafter defined) to secure the Secured
Obligations (as hereinafter defined);
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; provided, however, that the term "Event of Default" shall
have the meaning given such term in the Note. 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 New York (the "Code") to the extent the same are used or defined
therein.
"Security Documents" means this Agreement, each of the pledge
agreements between the Secured Party and Wilsons Center, Inc., Rosedale Wilsons,
Inc. and River Hills Wilsons, Inc., respectively, the Note and the subordination
agreement among the Secured Party, the Issuer and the Agent (the "Subordination
Agreement").
2. GRANT OF SECURITY INTEREST.
---------------------------
(a) To secure the prompt and complete payment of all principal and
interest on the Note in full when due, whether at stated maturity, by
acceleration or otherwise, all other amounts payable by the Grantors under this
Agreement or any other Security Document and any amendments, restatements,
renewals, extensions or modifications of any of the foregoing (the "Secured
Obligations"), and to induce the Secured Party to enter into the Sale Agreement,
each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates
and transfers to the Secured Party 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 Wilsons,
all cash deposited therein from time to time and all other
monies, cash, cash equivalents and property of Wilsons or any
other Grantor in the possession or under the control of the
Secured Party.
(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.
2
(b) In addition, to secure the prompt and complete payment,
performance and observance of the Secured Obligations and in order to induce the
Secured Party as aforesaid, each Grantor hereby grants to the Secured Party, a
security interest in the property of such Grantor held by the Secured Party
consisting of property described above in Section 2(a) now or hereafter in the
possession or custody of or in transit to the Secured Party, 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.
3. SECURED PARTY'S RIGHTS; LIMITATIONS ON SECURED PARTY'S
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. The Secured Party
shall not have any obligation or liability under any Contract or License by
reason of or arising out of this Agreement or the granting herein of a security
interest therein or the receipt by the Secured Party of any payment relating to
any Contract or License pursuant hereto. The Secured Party shall not 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) The Secured Party may at any time after an Event of Default shall
have occurred and be continuing, immediately upon notice to Issuer, 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 the Secured Party pursuant to this Agreement and that payments shall
be made directly to the Secured Party. Upon the request of the Secured Party, 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) Grantor shall deliver to Secured Party copies of all appraisals
and other information delivered to the Agent and/or any of the Senior Secured
Parties pursuant to paragraph E of Schedule H to the Credit Agreement at such
time as delivered to the Agent and/or any of the Senior Secured Parties. If an
Event of Default shall have occurred and be continuing, the Issuer or Wilsons,
at their own expense, shall cause the certified independent public accountants
then engaged by the Issuer or Wilsons to prepare and deliver to the Secured
Party at any time and from time to time promptly upon the Secured Party's
request, 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 the
3
Secured Party may request; and (v) a summary of all intercompany accounts. Each
Grantor, at its own expense, shall deliver to the Secured Party 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.
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 (i)
Liens created under the Other Agreement and (ii) 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 the Other Agreement, (ii) by a Grantor
in favor of the Secured Party pursuant to this Agreement and, (iii) in
connection with any other Permitted Encumbrances and (iv) to evidence Wilson'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 the
Secured Party, 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 (i) Liens created pursuant to the Other Agreement and (ii)
Permitted Encumbrances that would be prior to Liens in favor of the Senior
Secured Parties 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 the Secured Party, in each item set forth on Schedule II
(including the delivery of all originals thereof to the Secured Party and the
legending of all Chattel Paper as required by Section 5(b) hereof) has been duly
taken. The security interest of the Secured Party in the Collateral listed on
Schedule II hereto is prior to all other Liens, except Liens created by the
Other Agreement and 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
4
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 the Secured Party with respect thereto
and are not evidenced by a judgment, Instrument or Chattel Paper; (ii) the
amounts shown on such deliveries to the Secured Party and on such records 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 to Secured Party there are no material 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; (v) to the best of each Grantor's
knowledge, there are no facts, events or occurrences which impair in any
material manner the validity or enforcement thereof or tend to reduce the amount
payable thereunder as shown on such deliveries to the Secured Party or on such
Grantor's books and records; (vi) to the best of each Grantor's knowledge, all
Account Debtors have the capacity to contract; (vii) except as specifically
disclosed to the Secured Party, no Grantor has received any notice of
proceedings or actions which are threatened or pending against any Account
Debtor which might result in a material adverse change in such Account Debtor's
financial condition; and (viii) except as specifically disclosed to the Secured
Party, no Grantor has knowledge that any material Account Debtor is unable
generally to pay its debts as they become due.
(g) (i) Each Grantor has good, indefeasible and merchantable title to
its Inventory and such Inventory is not subject to any Lien or security interest
or document whatsoever except for the perfected, second priority security
interest granted to the Secured Party hereunder, the perfected, first priority
security interest granted to Agent, for the benefit of Agent and Lenders, under
the Other Agreement, and Permitted Encumbrances, (ii) except as specifically
disclosed to the Secured Party, all such material Inventory is of good and
merchantable quality, free from any defects, (iii) 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 (iv) the
completion of manufacture, sale or other disposition of such property by the
Secured Party following an Event of Default shall not require the consent of any
Person (other than the Agent) 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
5
moved to any location not listed on Schedule III-A or disclosed to the Secured
Party in advance. No Inventory shall be moved to any location which would cause
the Secured Party to lose its perfected security interest therein except that up
to 2% of Wilsons' finished goods may be on consignment with consignees other
than the Grantors. 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 Wilsons, or (ii) to be operated in a
jurisdiction in which an effective UCC-1 consignment filing in favor of Wilsons
(and assigned to the Secured Party) and an effective UCC-1 filing in favor of
the Secured Party, 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 the Secured
Party, 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 the Secured Party'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 the Secured
Party 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 the Secured Party 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 the Secured Party 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 the Secured Party, of
any License or Contract held by such Grantor or in which such Grantor has any
rights not heretofore assigned (provided that Secured Party shall not make such
request unless Agent also makes such request), (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) provided
that no Senior Debt (as defined in the Subordination Agreement) is outstanding
transferring Collateral to the Secured Party's possession 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 the Secured
Party, and (iv) using its reasonable efforts to obtain waivers of Liens, if any
exist, from landlords and mortgagees (provided that Secured Party shall not make
such request unless Agent also makes such request). Each Grantor also hereby
authorizes the Secured Party to file any such financing or
6
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 notes received in the ordinary course of
business, shall be duly endorsed in a manner satisfactory to the Secured Party
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 ▇▇▇▇ 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 Melville Corporation, as the secured party (the "Secured
Party") under the Security Agreement dated as of May 25, 1996 among the Secured
Party and the Grantors party thereto." For the Secured Party's further security,
each Grantor agrees that the Secured Party, 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, provided that no Senior Debt shall be outstanding, each Grantor
shall deliver and turn over any such books and records to the Secured Party or
to its representatives at any time on demand of the Secured Party. Prior to the
occurrence of a Default or Event of Default and upon notice from the Secured
Party, each Grantor shall permit any representative of the Secured Party to
inspect such books and records and shall provide photocopies thereof to the
Secured Party as more specifically set forth in Section 5(c) below.
(c) Right of Inspection. Upon reasonable notice to the Issuer 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 the Secured Party's interests 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.
7
(e) Covenants Regarding Trademark Collateral.
-----------------------------------------
(i) Issuer shall notify the Secured Party 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
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 the Secured Party
prior written notice thereof, and, upon request of the Secured Party, such
Grantor shall execute and deliver any and all Trademark Security Agreements
as the Secured Party may request to evidence the Secured Party's security
interest 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 the Secured Party 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 the Secured Party 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 ▇▇▇ 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 the Secured Party shall deem
appropriate under the circumstances to protect such Trademark Collateral.
(f) Indemnification. In any suit, proceeding or action brought by the
Secured Party 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
the Secured Party 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
8
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 the Secured Party, to the
extent such expense, loss, or damage is attributable solely to the gross
negligence or willful misconduct of the Secured Party 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 the Secured Party.
(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, 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
the Secured Party 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 the Secured Party 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 the Secured Party 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. THE SECURED PARTY APPOINTMENT AS ATTORNEY-IN-FACT.
--------------------------------------------------
(a) Subject to the prior rights of the holders of the Senior Debt,
each Grantor hereby irrevocably constitutes and appoints the Secured Party, 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 the Secured Party's sole discretion for the
9
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 the Secured Party, 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 Note, and at any time, to do the
following (provided, however, that the Secured Party 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;
(ii) upon Grantor's failure to maintain the insurance required
by the Note or this Security Agreement, continue any insurance existing
pursuant to the terms of this Security Agreement, 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 Note, 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 the Secured Party, in the Collateral;
(vi) effect any repairs or upon Grantor's failure to maintain
the insurance required by the Note or this Agreement, obtain any insurance
called for by the terms hereof or of the Note, 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 the Secured Party or as the
Secured Party 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;
10
(ix) settle, compromise or adjust any suit, action, or
proceeding described herein and, in connection therewith, give such
discharges or releases as the Secured Party 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
the Secured Party 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 proceeding or if the Secured Party 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 the Secured Party
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 the Secured Party 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 the Secured Party hereunder are solely to
protect the Secured Party's interests in the Collateral and shall not impose any
duty upon the Secured Party to exercise any such powers. The Secured Party 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 the Secured Party's
officers, directors, employees, the 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 the Secured Party at any time and
from time to time upon the occurrence and during the continuation of any Event
of Default, to
11
(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,
the Secured Party may exercise in addition to all other rights and remedies
granted to it under this Security Agreement, the Note 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 the Secured Party, 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 judgment or giving any Grantor or any other Person notice and opportunity
for a hearing on the Secured Party's claim or action, 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. The Secured Party 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 its benefit, 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. The Secured Party 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 the Secured
Party deems necessary or advisable.
Each Grantor further agrees, if any Event of Default shall have
occurred and be continuing, at the Secured Party's request, to assemble the
Collateral and make it available to the Secured Party at places which the
Secured Party shall select, whether at such Grantor's premises or elsewhere.
Until the Secured Party is able to effect a sale, lease, or other disposition of
Collateral, the Secured Party 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 the Secured Party. The Secured Party 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 the
12
Secured Party. The Secured Party may, if it so elects, seek the appointment of a
receiver or keeper to take possession of Collateral and to enforce any of the
Secured Party's remedies, with respect to such appointment without prior notice
or hearing. The Secured Party shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale to the
Obligations, and only after so paying over such net proceeds, and after the
payment by the Secured Party of any other amount required by any provision of
law, including Section 9-504(1)(c) of the Code (but only after the Secured Party
has received what it considers reasonable proof of a subordinate party's
security interest), need the Secured Party 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 the Secured Party 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 the Secured Party as
finally determined by a court of competent jurisdiction. Each Grantor agrees
that ten (10) days prior notice by the Secured Party 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 the Secured Party is entitled, each
Grantor also being liable for any attorneys' fees incurred by the Secured Party
to collect such deficiency.
(b) Each Grantor, jointly and severally, agrees to pay any and all
costs of the Secured Party, 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 the Secured Party 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 the Secured Party shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Secured
Party an irrevocable, nonexclusive 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 THE SECURED PARTY'S DUTY IN RESPECT OF COLLATERAL.
The Secured Party shall use reasonable care with respect to the Collateral in
its possession or under its control. The Secured Party shall not have any other
duty as to any Collateral in its possession or control or in the possession or
control of any
13
agent or nominee of the Secured Party, 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 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 15.1 of the Sale 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 Note and the Subordination Agreement which, taken together, set forth
the complete understanding and agreement of the Secured Party, the Issuer and
the Grantors with respect to the matters referred to herein and therein.
13. NO WAIVER; CUMULATIVE REMEDIES. The Secured Party shall not 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
the Secured Party and then only to the extent therein set forth. A waiver by the
Secured Party, of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which The Secured Party would
otherwise have had on any future occasion. No failure to exercise nor any delay
in exercising on the part of the Secured Party, 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
14
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 the Secured Party 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 payment in full in cash
of the Secured Obligations.
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 the Secured Party
hereunder, inure to the benefit of the Secured Party, all future holders of any
instrument evidencing any of the Obligations and 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 the Secured Party 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. THIS AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (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
NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY GRANTOR AND THE SECURED
PARTY PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT,
15
PROVIDED, THAT EACH GRANTOR AND THE SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK
COUNTY, CITY OF NEW YORK, NEW YORK, AND, PROVIDED, FURTHER, NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE SECURED PARTY 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 THE SECURED PARTY. 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 THE ISSUER SET FORTH ON THE SIGNATURE PAGES HERETO AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT
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 THE SECURED PARTY AND
ANY GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS AGREEMENT, THE NOTE OR THE
TRANSACTIONS RELATED HERETO OR THERETO.
16
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. Issuer as Agent. Each Grantor (other than Issuer) hereby appoints
Issuer 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 Issuer shall be deemed to have been delivered to each Grantor.
24. Subordination. NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO
THE CONTRARY, ALL OF THE SECURED PARTY'S RIGHTS, REMEDIES AND LIENS AS SET FORTH
HEREIN AND THE EXERCISE OR ENFORCEMENT THEREOF ARE SUBJECT TO THE TERMS OF A
SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BETWEEN SECURED PARTY AND AGENT.
17
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. BERKSHIRE WILSONS, INC.
ANNAPOLIS WILSONS, INC. BERMANS, THE LEATHER
EXPERTS, INC.
ANTELOPE VALLEY WILSONS,
INC. BIRCHWOOD MALL WILSONS, INC.
ARDEN FAIR WILSONS, INC. BOISE WILSONS, INC.
ARSENAL WILSONS, INC. BOULDER WILSONS, INC.
ATLANTA AIR PORT CONCOURSE BOULEVARD MALL WILSONS, INC.
T ▇▇▇▇▇▇, INC.
BRAINTREE TANNERY WEST, INC.
AUBURN-MAINE WILSONS, INC.
BRIARWOOD WILSONS, INC.
AUBURN WILSONS, INC.
BRIDGEWATER COMMONS
AUGUSTA MALL WILSONS, INC. WILSONS, INC.
AVENUE OF THE AMERICAS BRUNSWICK SQUARE WILSONS,
WILSONS, INC. INC.
▇▇▇▇▇▇▇ HILLS WILSONS, INC. BUCKLAND HILLS PELLE CUIR,
INC.
BANGOR MALL WILSONS, INC.
BURLINGTON WILSONS, INC.
▇▇▇▇▇▇ CREEK WILSONS, INC.
▇▇▇▇▇▇ WILSONS, INC.
BAYSHORE WILSONS, INC.
CAMBRIDGE GALLERIA WILSONS,
BAYSHORE (CA) WILSONS, INC. INC.
BAYSIDE TANNERY WEST, INC. CAPITOL COURT WILSONS, INC.
BEAVER VALLEY WILSONS, INC. CARBONDALE IL WILSONS, INC.
BELLEVUE BERMANS INC. CAROLINA PLACE WILSONS, INC.
▇▇▇▇▇▇ FAIR WILSONS, INC. ▇▇▇▇▇▇ WILSONS, INC.
18
▇▇▇▇ TOWN WILSONS, INC. CROSS CREEK MALL WILSONS,
INC.
CASCADE MALL WILSONS, INC.
CROSSROADS WILSONS, INC., A
CENTURY CITY WILSONS, INC. NEVADA CORPORATION
CHAMPLAIN CENTRE WILSONS, CROSSROADS WILSONS, INC., A
INC. NEVADA CORPORATION
CHARELSTON CENTER WILSONS, CRYSTAL WATERFORD WILSONS,
INC. INC.
CHARLESTOWNE WILSONS, INC. CUMBERLAND WILSONS, INC.
CHAUTAUQUA WILSONS, INC. DAKOTA SQUARE WILSONS, INC.
CHERRY HILL WILSONS, INC. DANBURY FAIR WILSONS, INC.
CHICAGO RIDGE WILSONS, INC. DEL AMO BERMANS, INC.
CHICAGO YARD WILSONS, INC. EASTFIELD WILSONS, INC.
CHRISTIANA WILSONS, INC. EASTLAND MALL WILSONS, INC.
CHULA VISTA WILSONS, INC. EASTLAND (MICH.) WILSONS, INC.
CIELO VISTA WILSONS, INC. EASTPOINT WILSONS, INC.
CLERMONT COUNTY WILSONS, EASTVIEW WILSONS, INC.
INC.
EMERALD SQUARE WILSONS, INC.
COLONIE WILSONS, INC.
ESCONDIDO WILSONS, INC.
CONCOURSE A WILSONS, INC.
FAIRLANE ▇▇▇▇▇▇, INC.
▇▇▇▇▇▇▇▇ WILSONS, INC.
FASHION PLACE WILSONS, INC.
CORTANA MALL WILSONS, INC.
FASHION SQUARE-SAGINAW
COUNCIL BLUFFS WILSONS, INC. WILSONS, INC.
COUNTY FAIR WILSONS, INC. FLATBUSH WILSONS, INC.
CROSS COUNTY WILSONS, INC. FOOTHILLS, WILSONS, INC.
19
FORD CITY PELLE CUIR, INC.
▇▇▇▇▇▇▇▇▇▇ ATRIUM WILSONS,
FOUR SEASONS WILSONS, INC. INC.
FOX RUN WILSONS, INC. ▇▇▇▇▇▇▇ WILSONS, INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ BERMANS ▇▇▇▇▇▇▇▇▇ WILSONS, INC.
OUTLET, INC.
HICKORY RIDGE BERMANS, INC.
GARDEN STATE TANNERY WEST,
INC. HOLYOKE WILSONS, INC.
GENESEE VALLEY WILSONS, INC. ▇▇▇▇▇ MALL WILSONS, INC.
GOLF MILL WILSONS, INC. HUNTINGTON-WEST VA. WILSONS,
INC.
GOVERNOR'S SQUARE WILSONS,
INC. ▇▇▇▇▇▇ PARK WILSONS, INC.
GRAND RAPIDS WILSONS, INC. IRONDEQUOIT WILSONS, INC.
GRAND TRAVERSE ▇▇▇▇▇▇, INC. IRVING WILSONS, INC.
GREAT MALL ▇▇▇▇▇▇ LEATHER JANESVILLE WILSONS, INC.
OUTLET, INC.
JEFFERSON YORKTOWN WILSONS,
GREAT NORTHWEST BERMANS INC.
OUTLET, INC.
▇▇▇▇▇ WILSONS, INC.
GREEN ACRES WILSONS, INC.
KENWOOD WILSONS, INC.
GURNEE ▇▇▇▇▇ ▇▇▇▇▇▇▇
OUTLET, INC. KING OF PRUSSIA WILSONS, INC.
GWINNETT PLACE WILSONS, INC. KITSAP MALL WILSONS, INC.
▇▇▇▇▇▇▇▇ PLACE WILSONS, INC. LAKEVIEW SQUARE WILSONS,
INC.
▇▇▇▇▇▇▇▇ WILSONS, INC.
LAKEWOOD WILSONS, INC.
▇▇▇▇▇ MALL WILSONS, INC.
LANDMARK CENTER (VA)
HANFORD WILSONS, INC. WILSONS, INC.
HARRISBURG WILSONS, INC.
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MALL WILSONS HOUSE
MALL WILSONS, INC. OF SUEDE, INC.
LANSING MALL WILSONS, INC. MIDLAND MALL WILSONS, INC.
LAREDO WILSONS, INC. MID-RIVERS BERMANS, INC.
LAUREL MALL WILSONS, INC. MILITARY CIRCLE WILSONS, INC.
▇▇▇▇▇▇ HILLS WILSONS, INC. MISSION VALLEY WILSONS, INC.
LEOMINSTER WILSONS, INC. MONROEVILLE WILSONS, INC.
LIBERTY TREE MALL WILSONS, MONTCLAIR WILSONS, INC.
INC.
MONTEBELLO WILSONS, INC.
LINDALE WILSONS, INC.
NANUET TANNERY WEST, INC.
▇▇▇▇▇▇▇▇▇▇ MALL WILSONS, INC.
NATICK MALL WILSONS, INC.
LONG BEACH WILSONS, INC.
NESHAMINY WILSONS, INC.
LONG RIDGE WILSONS, INC.
NEWBURGH MALL WILSONS, INC.
MACHESNEY WILSONS, INC.
NEWPORT CITY WILSONS, INC.
MACON MALL WILSONS, INC.
NORTHGATE WILSONS, INC.
MADISON SQUARE WILSONS, INC.
NORTH COUNTY FAIR TANNERY
MAIN PLACE WILSONS, INC. WEST, INC.
MAINE MALL WILSONS, INC. NORTH DARTMOUTH WILSONS,
INC.
MALL AT 163RD ST. WILSONS, INC.
NORTH EAST WILSONS, INC.
MARLEY STATION WILSONS, INC.
NORTHGATE-DURHAM WILSONS,
MENLO PARK WILSONS, INC. INC.
MERIDEN SQUARE WILSONS, INC. NORTHPOINT WILSONS, INC.
METRO WILSONS, INC. NORTHSHORE WILSONS, INC.
NORTHTOWN WILSONS, INC.
21
OAKRIDGE WILSONS, INC. PHILLIPSBURG WILSONS, INC.
OAKVIEW WILSONS, INC. PITTSBURGH AIRPORT WILSONS,
INC.
OAKWOOD WILSONS, INC.
PORTAGE WILSONS, INC.
OCEAN COUNTY WILSONS, INC.
POUGHKEEPSIE GALLERIA
OLD CAPITAL CENTER WILSONS, WILSONS, INC.
INC.
RACEWAY WILSONS, INC.
ONODAGA COUNTY WILSONS, INC.
RANDHURST WILSONS, INC.
ORLAND SQUARE WILSONS, INC.
RD. SQUARE WILSONS, INC.
ORLANDO FASHION WILSONS,
INC. RIDGEDALE TANNERY WEST, INC.
PARADISE VALLEY MALL RIVER HILLS WILSONS, INC.
WILSONS, INC.
RIVERCHASE WILSONS, INC.
PARAMUS PARK WILSONS, INC.
RI-WARWICK WILSONS HOUSE OF
PARK CITY WILSONS, INC. SUEDE, INC.
PARK LANE WILSONS, INC. ROANOKE WILSONS, INC.
PARK PLAZA WILSONS, INC. ROCKAWAY TANNERY WEST, INC.
PARKERSBURG WILSONS, INC. ROCKINGHAM PARK WILSONS,
INC.
PARKWAY PLAZA WILSONS, INC.
ROGUE VALLEY WILSONS, INC.
PARMATOWN WILSONS, INC.
ROOSEVELT FIELD TANNERY
PEACHTREE MALL WILSONS, INC. WEST, INC.
PENTAGON CITY TANNERY WEST, ROOSEVELT FIELD WILSONS, INC.
INC.
ROSEDALE WILSONS, INC.
PHEASANT WILSONS, INC.
▇▇▇▇ ▇▇▇▇ WILSONS, INC.
PHILADELPHIA GALLERY
WILSONS, INC. RUSHMORE MALL WILSONS, INC.
22
SACRAMENTO WILSONS, INC. SOUTH SQUARE WILSONS, INC.
SALISBURY CENTRE WILSONS, SOUTHERN HILLS WILSONS, INC.
INC.
SOUTHLAKE WILSONS, INC.
SALMON RUN WILSONS, INC.
SOUTHWEST PLAZA WILSONS,
SAN LEANDRO WILSONS, INC. INC.
SANDUSKY MALL WILSONS, INC. SPOTSYLVANIA WILSONS, INC.
SANTA ▇▇▇▇▇ WILSONS, INC. SPRING HILL WILSONS, INC.
SANTA ▇▇▇▇▇ WILSONS, INC. SQUARE ONE WILSONS, INC.
SANTA ▇▇▇▇ WILSONS, INC. STATEN ISLAND WILSONS, INC.
SAWGRASS ▇▇▇▇▇ ▇▇▇▇▇▇▇ STEEPLEGATE WILSONS, INC.
OUTLET, INC.
STEINWAY STREET WILSONS, INC.
SCOTTSDALE FASHION WILSONS,
INC. STONERIDGE TANNERY WEST,
INC.
SERRAMONTE WILSONS, INC.
STONEWOOD WILSONS, INC.
SHERWOOD WILSONS, INC.
STRATFORD SQUARE WILSONS,
SHOPPINGTOWN WILSONS, INC. INC.
SIERRA VISTA WILSONS, INC. ST. ▇▇▇▇▇▇▇ WILSONS, INC.
▇▇▇▇▇ HAVEN TANNERY WEST, ST. ▇▇▇▇▇▇▇▇ CENTER WILSONS,
INC. INC.
▇▇▇▇▇ HAVEN WILSONS, INC. SWANSEA WILSONS, INC.
▇▇▇▇▇▇ LEATHER OF WARWICK, TACOMA WILSONS, INC.
RI, INC.
▇▇▇▇▇▇ TOWNSHIP WILSONS,
▇▇▇▇▇▇ MALL WILSONS, INC. INC.
SOUTH HILL (WA) WILSONS, INC. THE OAKS WILSONS, INC.
SOUTH HILLS WILSONS, INC. TOUHY AVENUE PELLE CUIR, INC.
23
TOWN CENTER WILSONS, INC. WILSONS TANNERY WEST, INC.
TOWNE EAST WILSONS, INC. WILSONS THE LEATHER EXPERTS
INC.
TRUMBULL PARK WILSONS, INC.
WILSONS/GEORGETOWN
TUCSON MALL WILSONS, INC. LEATHER DESIGN OF ARLINGTON,
VA, INC.
TWELVE OAKS TANNERY WEST,
INC. WILSONS/GEORGETOWN
LEATHER DESIGN OF BETHESDA,
TYLER MALL WILSONS, INC. MD, INC.
TYLER WILSONS, INC. WILSONS/GEORGETOWN
LEATHER DESIGN OF COLUMBIA,
UNIVERSITY MALL WILSONS, INC. MD, INC.
VALLEY WEST WILSONS, INC. WILSONS/GEORGETOWN
LEATHER DESIGN OF ▇▇▇▇ CITY,
VANCOUVER WILSONS, INC. VA, INC.
▇▇▇▇▇▇ VALLEY WILSONS, INC. WILSONS/GEORGETOWN
LEATHER DESIGN OF DENVER,
▇▇▇▇▇ COUNTY WILSONS, INC. CO, INC.
WEST COVINA WILSONS, INC. WILSONS/GEORGETOWN
LEATHER DESIGN OF FAIRFAX,
WESTLAND-DETROIT WILSONS, VA, INC.
INC.
WILSONS/GEORGETOWN
WESTMINSTER (COLO.) WILSONS, LEATHER DESIGN OF
INC. FARMINGTON, CT, INC.
WHITE PLAINS GALLERIA WILSONS/GEORGETOWN
WILSONS, INC. LEATHER DESIGN OF
GAITHERSBURG, MD, INC.
WILLOWBROOK WILSONS, INC.
WILSONS/GEORGETOWN
WILSONS CENTER, INC. LEATHER DESIGN OF KING
PRUSSIA, PA, INC.
WILSONS HOUSE OF SUEDE, INC.
WILSONS/GEORGETOWN
WILSONS LEATHER HOLDINGS LEATHER DESIGN OF LANDOVER,
INC. MD, INC.
24
WILSONS/GEORGETOWN WILSONS/GEORGETOWN
LEATHER DESIGN OF MCLEAN, LEATHER DESIGN OF TOWSON,
VA, INC. MD, INC.
WILSONS/GEORGETOWN WILSONS/GEORGETOWN
LEATHER DESIGN OF NASHVILLE, LEATHER DESIGN OF WILLOW
TN, INC. GROVE, PA, INC.
WILSONS/GEORGETOWN WILSONS/GEORGETOWN
LEATHER DESIGN OF OWINGS, LEATHER DESIGN OF
MD, INC. WOODBRIDGE, NJ, INC.
WILSONS/GEORGETOWN WOODBRIDGE MALL WILSONS,
LEATHER DESIGN OF INC.
SPRINGFIELD, VA, INC.
YAKIMA WILSONS, INC.
WILSONS/GEORGETOWN
LEATHER DESIGN OF STAMFORD, YORK MALL WILSONS, INC.
CT, INC.
YUBA CITY WILSONS, INC.
WILSONS/GEORGETOWN
LEATHER DESIGN OF ST. LOUIS,
MO, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: President - ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
The authorized officer of
each of the foregoing corporations
Accepted and Acknowledged by:
MELVILLE CORPORATION,
AS SECURED PARTY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
Title: Vice President
------------------
25