Exhibit 10.10
SECURITY AGREEMENT
This Agreement, dated as of May 23, 2006, is made by and between Tradestar
Services, Inc., a Nevada corporation (the "Debtor"), and Xxxxx Fargo Bank,
National Association (the "Secured Party"), acting through its Xxxxx Fargo
Business Credit operating division.
Pursuant to a Credit and Security Agreement dated as of May 23, 2006 (as
the same may be amended, supplemented or restated from time to time, the "Credit
Agreement"), the Secured Party may extend credit accommodations to Tradestar
Construction Services, Inc., a New Mexico corporation ("Tradestar"), and
Petroleum Engineers, Inc., a Louisiana corporation ("Petroleum Engineers", and
together with Tradestar, the "Borrower").
As a condition to extending credit to the Borrower, 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
Borrower arising under or pursuant to the Credit Agreement (the "Guaranty").
As a further condition to extending credit to the Borrower 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, the Guaranty 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, whether now owned or existing or hereafter acquired or
arising or in which the Debtor now has or hereafter acquires any rights, 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) all
collateral subject to the Lien of Secured Party; (vi) any money, or other assets
of the Debtor that now or hereafter come into the possession, custody, or
control of the Secured Party; and (vii) proceeds of any and all of the
foregoing, provided, however, that in no event shall the Debtor's membership
interests in Tradestar Acquisition Sub, L.L.C., a Nevada limited liability
company, be included in the definition of Collateral under this Agreement.
"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 Secured Party 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 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.
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"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 the Uniform Commercial Code as in effect from time to time in
the State of Colorado.
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 the 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 Party and
the holders of Permitted Liens. 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 Number. 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 organization identification number is 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.
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(d) Changes in Name, Constituent Documents, Location. The Debtor will not
change its name, Constituent Documents, 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 Secured Party 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.
(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;
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(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 authorize or 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 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) authorize, 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" 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
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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, the qualification and licensing of the Debtor to do business in
any jurisdiction, 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,
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.
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(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, xxx 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 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
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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.
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
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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
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 Colorado. 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 Colorado 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 the
City and County of Denver, Colorado; 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.
11. 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.
[This Space Intentionally Left Blank]
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, acting through its TRADESTAR SERVICES,
INC Xxxxx Fargo Business Credit operating division
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxx
--------------------- ------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxxxx
Its: Vice President Its: Secretary and Treasurer
Address: Address:
Xxxxx Fargo Business Credit, Inc. 3451 Xxxxxxxxxx, NE, Suite A
MAC C7300-210 Albuquerque, New Mexico 87107
1740 Broadway Attention: Xxxxxxxxx "Xxxx" Xxxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
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EXHIBIT A
LOCATION OF COLLATERAL
----------------------
0000 Xxxxxxxxxx, XX, Xxxxx X
Xxxxxxxxxxx, Xxx Xxxxxx 00000
A-1
EXHIBIT B
LEGAL DESCRIPTION
-----------------
Suite No. 3451-A as outlined on the plan attached as Exhibit A to the Lease
between Tradestar Construction Services, Inc., a New Mexico corporation and
Xxxxxxxxxx Business Park Associates, LP, a New Mexico limited partnership, in
the building known as the Xxxxxxxxxx Business Center located on the land
described on Exhibit B attached to the Lease and whose street address is 0000
Xxxxxxxxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx 00000
B-1
EXHIBIT C
PERMITTED LIENS
---------------
None
C-1
