Deed of Trust (Participation) - Allied Nuclear Inc. and Allied Technology Group Inc.
DEED OF TRUST
(PARTICIPATION)
THIS DEED OF TRUST, made this 5TH day of AUGUST
1993, by and between ATG INC., A CALIFORNIA CORPORATION, WHO ACQUIRED TITLE AS
ALLIED NUCLEAR INC., AS TO PARCEL A; AND ALLIED TECHNOLOGY GROUP, INC. ALSO
KNOWN AS ATG INC., A CALIFORNIA CORPORATION, AS TO PARCELS B AND C.
hereinafter referred to as "Grantor," whose address is 2025 BATTELE BLVD.,
RICHLAND, WA 99352...
CHICAGO TITLE INSURANCE COMPANY
hereinafter referred to as "Trustee," whose address is PO BOX 6740, KENNEWICK,
WA 99336
WEST ONE BANK, EASTERN WA/FORMERLY: BEN FRANKLIN NATIONAL BANK
hereinafter referred to as "Beneficiary," who maintains an office and place of
business at PO BOX 2487,
PASCO, WA 99302 (3525 W COURT)
in participation with the Small Business Administration, an agency of the United
States.
WITNESSETH, that for and in consideration of $1.00 and other good and
valuable consideration, receipt or which is hereby acknowledged, the Grantor
does hereby bargain, sell, grant, assign, and convey unto the Trustee, his
successors and assigns, all of the following described property situated and
being in the County of BENTON
State of WASHINGTON:
**SEE ATTACHED LEGAL DESCRIPTION**
THE REAL PROPERTY DESCRIBED HEREIN IS
NOT PRINCIPALLY USED FOR AGRICULTURAL
OR FARMING PURPOSES
Together with and including all buildings, all fixtures, including but not
limited to all plumbing, heating, lighting, ventilating, refrigerating,
incinerating, air conditioning apparatus and elevators (the Trustor hereby
declaring that it is intended that the Items herein enumerated shall be deemed
to have been permanently installed as part of the realty), and all improvements
now or hereafter existing thereon; the hereditaments and appurtenances and all
other rights thereunto belonging, or in anywise appertaining, and the
reversion and reversions, remainder and remainders, and the tents, issues, and
profits of the above described property to have and to hold the same unto the
Trustee, and the successors in interest of the Trustee, forever, in fee simple
or such other estate, if any, as is stated herein trust, to secure the payment
of a promissory note of this date, in the principal sum of $ SEVEN HUNDRED FIFTY
THOUSAND DOLLARS AND NO/100* ($750,000.00)
signed by ATG, INC., d.b.a. ALLIED TECHNOLOGY GROUP, INC. AND ATG RICHLAND INC.,
ALLIED ECOLOGY SERVICES, INC., NATURAL SAFETY CONSULTANTS INC.
____________________________________
DOREEN CHIU-PRESIDENT
____________________________________
FRANK CHIU-VICE PRESIDENT/SEC & TREAS.
1
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1. This conveyance is made subject to the further trust that the said Grantor
shall remain in quiet and peaceable possession of the above granted and
described premises and take the profits thereof to his own use until default be
made in any payment of an installment due on said note or in the performance of
any or the covenants or conditions contained therein or in this Deed of Trust;
and, also to secure the reimbursement of the Beneficiary or any other holder of
said note, the Trustee or any substitute trustee of any and all costs and
expenses incurred, including reasonable attorney's fees, on account of any
litigation which may arise with respect to this Trust or with respect to the
indebtedness evidenced by said note, the protection and maintenance of the
property hereinabove described or in obtaining possession of said property after
any sale which may be made as hereinafter provided.
2. Upon the full payment of the indebtedness evidenced by said note and the
interest thereon, the payment of all other sums herein provided for, the
repayment of all monies advanced or expended pursuant to said note or this
instrument, and upon the payment of all other proper costs, charges,
commissions, and expenses, the above described property shall be released and
reconvened to and at the cost of the Grantor.
3. Upon default in any of the convenants or conditions of this instrument or
of the note or loan agreement secured hereby, the Beneficiary or his assigns may
without notice and without regard to the adequacy of security for the
indebtedness secured, either personally or by attorney or agent without bringing
any action or proceeding, or by a receiver to be appointed by the court, enter
upon and take possession of said property or any part thereof, and do any acts
which Beneficiary deems proper to protect the security hereof, and either with
or without taking possession of said property, collect and receive the rents,
royalties, issues, and profits thereof, including rents accrued and unpaid, and
apply the same, less costs of operation and collection, upon the indebtedness
secured by this Deed of Trust, said rents, royalties, issues, and profits, being
hereby assigned to the beneficiary as further security for time payment of such
indebtedness. Exercise of rights under this paragraph shall not cure or waive
any default or notice of default hereunder or invalidate any act done pursuant
to such notice but shall be cumulative to any right and remedy to declare a
default and to cause notice of default to be recorded as hereinafter provided,
and cumulative to any other right and/or remedy hereunder, or provided by law,
and may be exercised concurrently or independently. Expenses incurred by
Beneficiary hereunder including reasonable attorney's fees shall be secured
hereby.
4. The Grantor covenants and agrees that if he shall fail to pay said
indebtedness, or any part thereof, when due, or shall fail to perform any
covenant or agreement of this instrument or of the promissory note secured
hereby, the entire indebtedness hereby secured shall immediately become due,
payable, and collectible without notice, at the option of the Beneficiary or
assigns, regardless of maturity, and the Beneficiary or assigns may enter upon
said property and collect the rents and profits thereof. Upon such default in
payment or performance, and before or after such entry, the Trustee, acting in
the execution of this Trust, shall have the power to sell said property, and it
shall be the Trustee's duty to sell said property (and in case of any default of
any purchaser, to resell) at public auction, to the highest bidder, first giving
four weeks' notice of the time, terms, and place of such sale, by advertisement
not less than once during each of said four weeks in a newspaper published or
distributed in the county or political subdivision in which said property is
situated, all other notice being hereby waived by the Grantor (and the
Beneficiary or any person on behalf of the Beneficiary may bid and purchase at
such sale). Such sale will be held at a suitable place to be selected by the
Beneficiary within said county or political subdivision. The Trustee is hereby
authorized to execute and deliver to the purchaser at such sale a sufficient
conveyance of said property, which conveyance shall contain recitals as to the
happening of default upon which the execution of the power of sale herein
granted depends; and the said Grantor hereby constitutes and appoints the
Trustee as his agent and attorney in fact to make such recitals and to execute
said conveyance and hereby covenants and agrees that the recitals so made shall
be binding and conclusive upon the Grantor, and said conveyance shall be
effectual to bar all equity or right of redemption, homestead dower, right of
appraisement, and all other rights and exemptions, of the Grantor, all of which
are hereby expressly waived and conveyed to the Trustee. In the event of a sale
as hereinabove provided, the Grantor, or any person in possession under the
Grantor, shall then become and be tenants holding over and shall forthwith
deliver possession to the Purchaser at such sale or be summarily dispossessed,
in accordance with the provisions of law applicable to tenants holding over. The
power and agency hereby granted are coupled with an interest and are irrevocable
by death or otherwise, and are granted as cumulative to all other remedies for
the collection of said indebtedness. The Beneficiary or Assigns may take any
other appropriate action pursuant to state or Federal statute either in state or
Federal court or otherwise for the disposition of the property.
5. In the event of a sale as provided in paragraph 4, the Trustee shall be
paid a fee by the Beneficiary in an amount not in excess of percent of
the gross amount of said sale or sales, provided, however, that the amount of
such fee shall be reasonable and shall be approved by the Beneficiary as to
reasonableness. Said fee shall be in addition to the costs and expenses incurred
by the Trustee in conducting such sale. The amount of such costs and expenses
shall be deducted and paid from the sale's proceeds. It is further agreed that
if said property shall be advertised for sale as
<PAGE>
herein provided and not sold, the Trustee shall be entitled to a reasonable fee,
in an amount acceptable to the Beneficiary for the services rendered. The
Trustee shall also be reimbursed by the Beneficiary for all costs and expenses
incurred in connection with the advertising of said property for sale if the
sale is not consummated.
6. The proceeds of any sale of said property in accordance with paragraph 4
shall be applied first to payments of fees, costs, and expenses of said sale,
the expenses incurred by the Beneficiary for the purpose of protecting or
maintaining said property and reasonable attorneys' fees; secondly, to payment
of the indebtedness secured hereby; and thirdly, to pay any surplus or excess to
the person or persons legally entitled thereto.
7. In the event said property is sold pursuant to the authorization
contained in this instrument or at a judicial foreclosure sale and the proceeds
are not sufficient to pay the total indebtedness secured by this instrument and
evidenced by said promissory note, the Beneficiary will be entitled to a
deficiency judgement for the amount of the deficiency without regard to
appraisement, the Grantor having waived and assigned all rights of appraisement
to the Trustee.
8. The Grantor covenants and agrees as follows:
a. He will promptly pay the indebtedness evidenced by said promissory
note at the times and in the manner therein provided.
b. He will pay all taxes, assessments, water rates, and other
governmental or municipal charges, fines or impositions, for which provision
has not been made hereinbefore, and will promptly deliver the official
receipts therefor to the Beneficiary.
c. He will pay such expenses and fees as may be incurred in the
protection and maintenance of said property, including the fees of any
attorney employed by the Beneficiary for the collection of any or all of the
indebtedness hereby secured, of such expenses and fees as may be incurred in
any foreclosure sale by the Trustee, or court proceedings or in any other
litigation or proceeding affecting said property, and attorney's fees
reasonably incurred in any other way.
d. The rights created by this conveyance shall remain in full force and
effect during any postponement or extension of the time of the payment of the
indebtedness evidenced by said note or any part thereof secured hereby.
e. He will continuously maintain hazard insurance of such type or types
and in such amounts as the Beneficiary may from time to time require, on the
improvements now or hereafter on said property, and will pay promptly when
due any premiums therefor. All insurance shall be carried in companies
acceptable to Beneficiary and the policies and renewals thereof shall be held
by Beneficiary and have attached thereto loss payable clauses in favor of and
in form acceptable to the Beneficiary. In the event of loss, Grantor will
give immediate notice in writing to Beneficiary and Beneficiary may make
proof of loss if not made promptly by Grantor, and each insurance company
concerned is hereby authorized and directed to make payment for such loss
directly to Beneficiary instead of to Grantor and Beneficiary jointly, and
the insurance proceeds, or any part thereof, may be applied by Beneficiary at
its option either to the reduction of the indebtedness hereby secured or to
the restoration or repair of the property damaged. In the event of a
Trustee's sale or other transfer or title to said property in extinguishment
of the indebtedness secured hereby, all right, title, and interest of the
Grantor in and to any insurance policies than in force shall pass at the
option of the Beneficiary to the purchaser or Beneficiary.
f. He will keep the said premises in as good order and condition as they
are now and will not commit or permit any waste thereof, reasonable wear and
tear excepted, and in the event of the failure of the Grantor to keep the
buildings on said premises and those to be erected on said premises, or
improvements thereon, in good repair, the Beneficiary may make such repairs
as in the Beneficiary's discretion it may deem necessary for the proper
preservation thereof, and any sums paid for such repairs shall bear interest
from the date of payment at the rate specified in the note, shall he due and
payable on demand and shall be fully secured by this Deed of Trust.
g. He will not without the prior written consent of the Beneficiary
voluntarily create or permit to be created against the property subject to
this Deed of Trust any liens inferior or superior to the lien of this Deed of
Trust and further that he will keep and maintain the same free from the claim
of all persons supplying labor or materials which will enter into the
construction of any and all buildings now being erected or to be erected on
said premises.
h. He will not rent or assign any part of the rent of said property or
demolish, remove, or substantially alter any building without the written
consent of the Beneficiary.
<PAGE>
9. In the event the Grantor fails to pay any Federal, state, or local tax
assessment, income tax or other fails tax lien charge, fee, or other expense
charged to the property hereinabove described, the Beneficiary is hereby
authorized to pay the same and any sum so paid by the Beneficiary shall be added
to and become a part of the principal amount of the indebtedness evidenced by
said promissory note. If the Grantor shall pay and discharge the indebtedness
evidenced by said promissory note, and shall pay such sums and shall discharge
all taxes and liens and the costs, fees, and expenses of making, enforcing and
executing this Deed of Trust, then this Deed of Trust shall be canceled and
surrendered.
10. The Grantor covenants that he is lawfully seized and possessed of and has
the right to sell and convey said property; that the same is free from all
encumbrances except as hereinabove recited; and that he hereby binds himself and
his successors in interest to warrant and defend tile title aforesaid thereto
and every part thereof against the lawful claims of all persons whomsoever.
11. For better security of the indebtedness hereby secured the Grantor, upon
the request of the Beneficiary, its successors or assigns, shall execute and
deliver a supplemental mortgage or mortgages covering any additions,
improvements, or betterments made to the property hereinabove described and all
property acquired after the date hereof (all in form satisfactory to Grantee).
Furthermore, should Grantor fail to cure any default in the payment of a prior
or inferior encumbrance on the property described by this instrument, Grantor
hereby agrees to permit Beneficiary to cure such default, but Beneficiary is not
obligated to do so; and such advances shall become part of the indebtedness
secured by this instrument, subject to the same terms and conditions.
12. That all awards of damages in connection with any condemnation for public
use of or injury to any of said property are hereby assigned and shall be paid
to Beneficiary, who may apply the same to payment of the installments last due
under said note, and the Beneficiary is hereby authorized, in the name of the
Grantor, to execute and deliver valid acquittances thereof and to appeal from
any such award.
13. The irrevocable right to appoint a substitute trustee or trustees is
hereby expressly granted to the Beneficiary, his successors or assigns, to be
exercised at any time hereafter without notice and without specifying any reason
therefor, by filing for record in the office where this instrument is recorded
an instrument of appointment. The Grantor and the Trustee herein named or that
allay hereinafter be substituted hereunder expressly waive notice of the
exercise of this right as well as any requirement or application to any court
for the removal, appointment or substitution of any trustee hereunder.
14. Notice of the exercise of any option granted herein to the Beneficiary or
to the holder of the note secured hereby is not required to be given the
Grantor, the Grantor having hereby waived such notice.
15. If more than one person joins in the execution of this instrument as
Grantor or if anyone so joined be of the feminine sex, the pronouns and relative
words used herein shall be read as if written in the plural or feminine,
respectively, and the term "Beneficiary" shall include any payee of the
indebtedness hereby secured or any assignee or transferee thereof whether by
operation of law or otherwise. The covenants herein contained shall bind and the
rights herein granted or conveyed shall inure to the respective heirs,
executors, administrators, successors, and assigns of the parties hereto.
16. In compliance with section 101.1(d) of the Rules and Regulations of the
Small Business Administration [13 C.F.R. 101.(d)], this instrument is to be
construed and enforced in accordance with applicable Federal law.
17. A judicial decree, order, or judgment holding any provision or portion of
this Instrument invalid or unenforceable shall not in any way impair or preclude
the enforcement of the remaining provisions or portions of this instrument.
<PAGE>
IN WITNESS WHEREOF, the Grantor has executed this instrument and the Trustee
and Beneficiary have accepted the delivery of this instrument as of the day and
year aforesaid.
ATG INC., A CALIFORNIA CORPORATION, WHO ACQUIRED TITLE AS ALLIED NUCLEAR, INC.
AS TO PARCEL A; AND ALLIED TECHNOLOGY GROUP, INC., ALSO KNOWN AS ATG INC., A
CALIFORNIA CORPORATION, AS TO PARCELS B AND C.
______________________________________
DOREEN CHIU-PRESIDENT
______________________________________
VICE PRESIDENT/SEC & TREAS. FRANK CHIU-
Executed and delivered in the presence of tile following witnesses:
_______________________________________
_______________________________________
(Add Appropriate Acknowledgment)
STATE OF WASHINGTON
COUNTY OF FRANKLIN
On this day before me, the undersigned Notary Public, personally appeared
Doreen Chiu-President and Frank Chiu-Vice President/Sec & Treas. for ATG,
INC., known to me to the individuals described in and who executed the
within and foregoing instrument and acknowledged that they signed the
agreement as their voluntary act and deed, for the uses and purposes therein
mentioned.
Given under my hand and official seal this 5th day of August, 1993.
By: Residing in:
Notary Public in and for the State of Washington. My commission expires:
<PAGE>
Order No.: 40816-SW
"EXHIBIT I"
PARCEL A:
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That portion of the Northwest quarter of section 22, Township 10 North Range 28
East, W.M., described as follows:
Beginning at the North quarter corner of said Section 22, thence along the North
line of said Section 22, South 89 degrees 41'20" West, 370.00 feet; thence South
00 degrees 27'46" East, parallel to the East line of said Northwest quarter,
40.00 feet to the True point of beginning; thence continuing South 00 degrees
27'46" East, 417.42 feet, thence South 89"41'20~' West, 417.42 feet; thence
North 00 degrees 27'46" West, 417.42 feet, to a point 40.00 feet South of the
North line of said Section 22; thence North 89 degrees 41'20" East, 417.42
feet to the True Point of Beginning.
PARCEL B:
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That portion of the Northwest quarter of Section 22, Township 10 North, flange
28 East, W.M., Benton county, Washington, described as follows:
Beginning at the North quarter corner of said Section 22; thence South 89
degrees 41'20" West 787.42 feet along the North line of said Section 22; thence
South 00 degrees 27'51" East 40.00 feet, parallel to the East line of said
Northwest quarter and the True Point of Beginning. Thence continuing South 00
degrees 27'51" East, 417.42 feet; thence South 89 degrees 41'20" West, 417.42
feet; thence North 00 degrees 27'51" West 471.42 feet, to a point 40.00 feet
South of tile North line of said Section 22; thence North 89 degrees 41'20"
East, 417.42 feet to the True Point of Beginning.
PARCEL C:
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That portion of the Northwest quarter of Section 22, Township 10 North, flange
28 East, W.M., Benton county, Washington, described as follows:
Beginning at the North quarter corner of said Section 22; thence South 89
degrees 41'20" West, 1,539.71 feet along the North line of said Section 22;
thence South 00 degrees 30'26" East, 40.00 feet to the True Point of Beginning;
thence continuing South 00 degrees 30'26" East, 745.00 feet; thence North 89
degrees 41'20" East, 1169.12 feet; thence North 00 degrees 27'51" West, 327.58
feet to the Southeast corner of a record of survey, recorded in Volume 1 of
Surveys, page 1192, records of Benton county, Washington; thence South 89
degrees 41'20" West, 834.84 feet; along the South line of said record of Survey
No. 1192 to the southwest corner of record of a survey, recorded in Volume 1 of
Surveys, page 1277, records of Benton county, Washington; thence North 00
degrees 27'5l" Nest along the West line of said record of Survey No. 1277;
417.42 feet to the Northwest corner of said record of Survey No. 1277; thence
South 8904112019 West, 334.84 feet to the Point of Beginning.
ATG, INC. d.b.a. ALLIED TECHNOLOGY GROUP, INC. AND ATG RICHLAND, INC., ALLIED
ECOLOGY SERVICES, INC., NATURAL SAFETY CONSULTANTS, INC.
_________________________ _________________________________________
DOREEN CHIU-PRESIDENT FRANK CHIU-VICE PRESIDENT/SEC & TREAS.