{"id":41304,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-wells-fargo-bank-na-and-schuff-international.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-wells-fargo-bank-na-and-schuff-international","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-wells-fargo-bank-na-and-schuff-international.html","title":{"rendered":"Security Agreement &#8211; Wells Fargo Bank NA and Schuff International Inc."},"content":{"rendered":"<pre>                               SECURITY AGREEMENT\n                             (Schuff International)\n\n\n     THIS SECURITY AGREEMENT is made and entered into as of the 27th day of\nSeptember, 2001, by SCHUFF INTERNATIONAL, INC., a Delaware corporation \n(hereinafter called \"Debtor\"), whose chief executive office is located at 420 \nSouth 19th Avenue, Phoenix, Arizona  85009, in favor of WELLS FARGO BANK, \nNATIONAL ASSOCIATION, a national banking association, and its successors and \nassigns, for itself and as agent for one or more Lenders (as hereinafter \ndefined) (hereinafter called \"Secured Party\"), whose address is 100 West \nWashington, Phoenix, Arizona 85003, Attention: John Helms #S4101-251.\n\n1.   SECURITY INTEREST\n\n     Debtor hereby grants to Secured Party a security interest (hereinafter \ncalled the \"Security Interest\") in all of Debtor's right, title and interest in \nand to the personal property described on Schedule \"A\" attached hereto and by \nthis reference incorporated herein (the \"Collateral\").\n\n2.   OBLIGATION SECURED\n\n     The Security Interest shall secure, in such order of priority as Secured \n     Party may elect: \n\n           (a)  Payment of the aggregate sum of $15,000,000.00 according to the\n     terms of those Revolving Promissory Notes dated June 30, 1998, each made by\n     Schuff Steel Company, a Delaware corporation (the \"Prior Borrower\") to\n     which Debtor is the successor in interest, payable respectively to the\n     order of one of the Lenders, each evidencing a revolving line of credit,\n     all or any part of which may be advanced to Debtor, repaid by Debtor and\n     readvanced to Debtor, from time to time, subject to the terms and\n     conditions thereof, with interest thereon, extension and other fees, late\n     charges, prepayment premiums and attorneys' fees, according to the terms\n     thereof, and all extensions, modifications, renewals or replacements\n     thereof (hereinafter called the \"RLC Notes\");\n\n           (b)  Payment of the sum of $5,000,000.00, according to the terms of\n     that Revolving Promissory Note dated June 30, 1998, made by the Prior\n     Borrower, payable to the order of Secured Party as the Swing Line Lender,\n     evidencing a revolving line of credit, all or any part of which may be\n     advanced to Debtor, repaid by Debtor and readvanced to Debtor, from time to\n     time, subject to the terms and conditions thereof, with interest thereon,\n     extension and other fees, late charges, prepayment premiums and attorneys'\n     fees, according to the strict terms thereof, and all extensions,\n     modifications, renewals or replacements thereof (hereinafter called the\n     \"Swing Line Note\" and with the RLC Notes, the \"Note\");\n\n           (c)  Payment, performance and observance by Debtor of each covenant,\n     condition, provision and agreement contained in that Credit Agreement dated\n     June 30, 1998 (the \"Credit Agreement\"), by and between the Prior Borrower,\n     and the lenders listed from time to time therein (collectively, the\n     \"Lenders\"), and Secured Party, as Arranger, Administrative Agent, Issuing\n     Bank\n\n\n\n\nand Swing Line Lender and of all monies expended or advanced by Secured \nParty pursuant to the terms thereof or to preserve any right of Secured Party \nthereunder as permitted hereunder;\n\n     (d)  Payment, performance and observance by Debtor of each covenant, \ncondition, provision and agreement contained herein and of all monies expended \nor advanced by Secured Party pursuant to the terms hereof, or to preserve any \nright of Secured Party hereunder, or to protect or preserve the Collateral or \nany part thereof as permitted hereunder; and\n\n     (e)  Payment and performance of any and all other indebtedness, \nobligations and liabilities of Debtor to Secured Party of every kind and \ncharacter, direct or indirect, absolute or contingent, due or to become due, \nnow existing or hereafter incurred, whether such indebtedness is from time to \ntime reduced and thereafter increased or entirely extinguished and thereafter \nreincurred.\n\nAll of the indebtedness and obligations secured by this Agreement are \nhereinafter collectively called the \"Obligation.\"\n\n3.   USE; LOCATION; CONSTRUCTION\n\n     3.1  The Collateral is or will be used or produced primarily for business \npurposes.\n\n     3.2  The Collateral will be kept at Debtor's address set forth at the \nbeginning of this Agreement.\n\n     3.3  Debtor's records concerning the Collateral will be kept at Debtor's \naddress set forth at the beginning of this Agreement.\n\n4.   REPRESENTATIONS AND WARRANTIES OF DEBTOR\n\n     Debtor hereby represents and warrants that:\n\n     4.1  If Debtor is a \"registered organization\" (as defined in the UCC), it \n(i) represents that its name as described in the preamble to this Agreement is \naccurate; (ii) represents that its chief executive office is located at the \naddress described in the preamble to this Agreement; (iii) is duly organized, \nvalidly existing and in good standing under the laws of the State of __________\n(the \"State\") as a ___________________________; (iv) is qualified to do \nbusiness and is in good standing under the laws of the state in which the \nCollateral is located and in each state in which it is doing business; (v) has \nfull power and authority to own its properties and assets and to carry on its \nbusinesses as now conducted; and (vi) is fully authorized and permitted to \nexecute and deliver this Agreement and to enter into any transactions evidenced \nby any portion of the Collateral. The execution, delivery and performance by \nDebtor of this Agreement and all other documents and instruments relating to \nthe Obligation will not result in any material breach of the terms and \nconditions or constitute a default under any material agreement or instrument \nunder which Debtor is a party or is obligated. Debtor is not in material \ndefault in the performance or observance of any covenants, conditions or \nprovisions of any such agreement or instrument.\n\n\n\n                                        -2-\n                         \n\n\n     4.2  Debtor is the owner of the Collateral free of all security interests \nor other encumbrances except the Security Interest and Permitted Encumbrances \nand no financing statement covering the Collateral is filed or recorded in any \npublic office except those necessary to perfect the interests which constitute \nPermitted Encumbrances.\n\n     4.3  The Collateral is, and is intended to be, used, produced or acquired \nby Debtor for use primarily for the purpose marked in Section 3 above. The \naddress of Debtor set forth at the beginning of this Agreement is the chief \nexecutive office of Debtor. If a portion of the Collateral is or will become a \nfixture, it will be affixed to the real property as described above.\n\n     4.4  Each account, chattel paper or general intangible included in the\nCollateral is genuine and enforceable in accordance with its terms against the\nparty named therein who is obligated to pay the same (hereinafter called\n\"Obligor\"), and the security interests that are part of each item of chattel\npaper included in the Collateral are valid, first and prior perfected security\ninterests, subject only to Permitted Encumbrances. Each Obligor is solvent, and\nthe amount that Debtor has represented to Secured Party as owing by each Obligor\nis the amount actually and unconditionally owing by that Obligor, without\ndeduction except for normal cash discounts where applicable; no Obligor has any\ndefense, setoff, claim or counterclaim against Debtor that can be asserted\nagainst Secured Party whether in any proceeding to enforce the Security Interest\nor otherwise. Each document, instrument and chattel paper included in the\nCollateral is complete and regular on its face and free from evidence of forgery\nor alteration. No default has occurred in connection with any instrument,\ndocument or chattel paper included in the Collateral, no payment in connection\ntherewith is overdue and no presentment, dishonor or protest has occurred in\nconnection therewith.\n\n     4.5  The Debtor's Federal employer identification number is _____________.\n\n     4.6  If the Debtor is a registered organization, the Debtor's state \norganization number is _______________.\n\n5.   COVENANTS OF DEBTOR\n\n     5.1  Debtor shall not sell, transfer, assign or otherwise dispose of any \nCollateral or any interest therein (except as permitted in the Credit \nAgreement) without obtaining the prior written consent of Secured Party and \nshall keep the Collateral free of all security interests or other encumbrances \nexcept the Security Interest and Permitted Liens. Although proceeds of \nCollateral are covered by this Agreement, this shall not be construed to mean \nthat Secured Party consents to any sale of the Collateral.\n\n     5.2  Debtor shall keep and maintain the Collateral in good condition and \nrepair and shall not use the Collateral in violation of any provision of this \nAgreement or any applicable statute, ordinance or regulation or any policy of \ninsurance insuring the Collateral.\n\n     5.3  Debtor shall provide and maintain insurance insuring the Collateral \nagainst risks, with coverage and in form and amount satisfactory to Secured \nParty as required in the Credit Agreement. At Secured Party's request, Debtor \nshall deliver to Secured Party the original policies of insurance containing \nendorsements naming Secured Party as a loss payee.\n\n                                      -3-\n\n\n     5.4  Debtor shall pay when due all taxes, assessments and other charges \nwhich may be levied or assessed against the Collateral as required in the \nCredit Agreement.\n\n     5.5  Debtor shall prevent any portion of the Collateral that is not a \nfixture from being or becoming a fixture and shall prevent any portion of the \nCollateral from being or becoming an accession to other goods that are not part \nof the Collateral.\n\n     5.6  If the Collateral includes motor vehicles, Debtor shall not remove or \npermit such motor vehicles to be removed from the State of Arizona without the \nprior written consent of Secured Party, shall keep all titled vehicles properly \nregistered with and licensed by the State of Arizona, shall provide Secured \nParty with the license numbers of all titled vehicles, shall cause the Security \nInterest to be shown as a valid first lien on the Certificate of Title for all \ntitled vehicles subject to the Permitted Encumbrances and shall deliver lien \nfiling receipts to Secured Party as evidence thereof.\n\n     5.7  Debtor, upon demand, shall promptly deliver to Secured Party all \ninstruments, documents and chattel paper included in the Collateral and all \ninvoices, shipping or delivery records, purchase orders, contracts or other \nitems reasonably related to the Collateral as may be necessary to perfect the \nSecurity Interest in the Collateral. Debtor shall notify Secured Party \nimmediately of any default by any Obligor in the payment or performance of its \nobligations with respect to any Collateral. Debtor, without Secured Party's \nprior written consent, shall not make or agree to make any substitution for, or \ncredit, adjustment or allowance on, any Collateral.\n\n     5.8  Debtor shall give Secured Party immediate written notice of any \nchange in the location of: (i) Debtor's chief executive office; (ii) the \nCollateral or any part thereof; (iii) Debtor's records concerning the \nCollateral or (iv) the State of Debtor's organization.\n\n     5.9  Secured Party or its agents may inspect the Collateral at reasonable \ntimes and may enter into any premises where the Collateral is or may be \nlocated. Debtor shall keep records concerning the Collateral in accordance with \ngenerally accepted accounting principles and, unless waived in writing by \nSecured Party, shall mark its records and the Collateral to indicate the \nSecurity Interest. Secured Party shall have free and complete access to \nDebtor's records upon reasonable request and shall have the right to make \nextracts therefrom or copies thereof. Upon request of Secured Party from time \nto time, Debtor shall submit up-to-date schedules of the items comprising the \nCollateral in such detail as Secured Party may require and shall deliver to \nSecured Party confirming specific assignments of all accounts, instruments, \ndocuments and chattel paper included in the Collateral.\n\n     5.10 Debtor, at its cost and expense, shall protect and defend this \nAgreement, all of the rights of Secured Party hereunder, and the Collateral \nagainst all claims and demands of other parties, including without limitation \ndefenses, setoffs, claims and counterclaims asserted by any Obligor against \nDebtor and\/or Secured Party. Debtor shall pay all reasonable claims and charges \nthat in the opinion of Secured Party might materially prejudice, imperil or \notherwise affect the Collateral or the Security Interest. Debtor shall promptly \nnotify Secured Party of any material levy, distraint or other seizure by legal \nprocess or otherwise of any part of the Collateral and of any threatened or \nfiled material claims or proceedings that might materially affect or impair the \nterms of this Agreement.\n\n\n\n\n                                      -4-\n\n\n\n\n\n\n     5.11  The Security Interest, at all times, shall be perfected and shall be\nprior to any other interests in the Collateral except any Permitted Liens.\nDebtor shall act and perform as necessary and shall execute and file all\nsecurity agreements, financing statements, continuation statements and other\ndocuments reasonably requested by Secured Party to establish, maintain and\ncontinue the perfected Security Interest. Debtor, on demand, shall promptly pay\nall costs and expenses of filing and recording, including the costs of any\nsearches, reasonably deemed necessary by Secured Party from time to time to\nestablish and determine the validity and the continuing priority of the Security\nInterest.\n\n     5.12  If Debtor shall fail to pay any taxes, assessments, expenses or\ncharges, to keep all of the Collateral free from other security interests,\nencumbrances or claims, except any Permitted Liens to keep the Collateral in\ngood condition and repair, to procure and maintain insurance thereon, or to\nperform otherwise as required herein, Secured Party may advance the monies\nnecessary to pay the same, to accomplish such repairs, to procure and maintain\nsuch insurance or to so perform; Secured Party is hereby authorized to enter\nupon any property in the possession or control of Debtor for such purposes.\n\n     5.13  All rights, powers and remedies granted Secured Party herein, or\notherwise available to Secured Party, are for the sole benefit and protection of\nSecured Party, and Secured Party may exercise any such right, power or remedy at\nits option and in its sole and absolute discretion without any obligation to do\nso. In addition, if under the terms hereof, Secured Party is given two or more\nalternative courses of action, Secured Party may elect any alternative or\ncombination of alternatives at its option and in its sole and absolute\ndiscretion. All monies advanced by Secured Party under the terms hereof and all\namounts paid, suffered or incurred by Secured Party in exercising any authority\ngranted herein, including reasonable attorneys' fees, shall be added to the\nObligation, shall be secured by the Security Interest, shall bear interest at\nthe highest rate payable on any of the Obligation until paid, and shall be due\nand payable by Debtor to Secured Party immediately without demand.\n\n     5.14  Debtor will not sign or authorize the signing on its behalf or the\nfiling of any financing statement naming it as debtor covering all or any\nportion of the Collateral except as permitted by the Credit Agreement.\n\n6.   NOTIFICATION AND PAYMENTS; COLLECTION OF COLLATERAL; USE OF COLLATERAL\n     BY DEBTOR\n\n     6.1  Secured Party, before or after the occurrence of any Event of Default,\ndefined below, and without notice to Debtor, may notify any or all Obligors of\nthe existence of the Security Interest and may direct the Obligors to make all\npayments on the Collateral to Secured Party. Until Secured Party has notified\nthe Obligors to remit payments directly to it, Debtor, at Debtor's own cost and\nexpense, shall collect or cause to be collected the accounts and monies due\nunder the accounts, documents, instruments and general intangibles or pursuant\nto the terms of the chattel paper. Secured Party shall not be liable or\nresponsible for any embezzlement, conversion, negligence or default by Debtor or\nDebtor's agents with respect to such collections; all agents used in such\ncollections shall be agents of Debtor and not agents of Secured Party. Unless\nSecured Party notifies Debtor in writing that it waives one or more of the\nrequirements set forth in this sentence, any payments or other proceeds of\nCollateral received by Debtor,\n\n\n                                      -5-\n\n\nbefore or after notification to Obligors, shall be held by Debtor in trust for\nSecured Party in the same form in which received, shall not be commingled with\nany assets of Debtor and shall be turned over to Secured Party not later than\nthe next business day following the day of receipt. All payments and other\nproceeds of Collateral received by Secured Party directly or from Debtor shall\nbe applied to the Obligation in such order and manner and at such time as\nSecured Party, in its sole discretion, shall determine. In addition, Debtor\nshall promptly notify Secured Party of the return to or possession by Debtor of\ngoods underlying any Collateral; Debtor shall hold the same in trust for Secured\nParty and shall dispose of the same as Secured Party directs.\n\n     6.2  Secured Party, before or after the occurrence of an Event of Default,\nmay demand, collect and sue on the Collateral (either in Debtor's or Secured\nParty's name), enforce, compromise, settle or discharge the Collateral and\nendorse Debtor's name on any instruments, documents, or chattel paper included\nin or pertaining to the Collateral; Debtor hereby irrevocably appoints Secured\nParty its attorney in fact for all such purposes.\n\n     6.3  Until the occurrence of an Event of Default, Debtor may: (i) use,\nconsume and sell any inventory included in the Collateral in any lawful manner\nin the ordinary course of Debtor's business provided that all sales shall be at\ncommercially reasonable prices; and (ii) subject to Paragraphs 6.1 and 6.2\nabove, retain possession of any other Collateral and use it in any lawful manner\nconsistent with this Agreement.\n\n7.   COLLATERAL IN THE POSSESSION OF SECURED PARTY\n\n     7.1  Secured Party shall use such reasonable care in handling, preserving\nand protecting the Collateral in its possession as it uses in handling similar\nproperty for its own account. Secured Party, however, shall have no liability\nfor the loss, destruction or disappearance of any Collateral unless there is\naffirmative proof of gross negligence or a lack of due care; the lack of due\ncare shall not be implied solely by virtue of any loss, destruction or\ndisappearance.\n\n     7.2  Debtor shall be solely responsible for taking any and all actions to\npreserve rights against all Obligors; Secured Party shall not be obligated to\ntake any such actions whether or not the Collateral is in Secured Party's\npossession. Debtor waives presentment and protest with respect to any instrument\nincluded in the Collateral on which Debtor is in any way liable and waives\nnotice of any action taken by Secured Party with respect to any instrument,\ndocument or chattel paper included in any Collateral that is in the possession\nof Secured Party.\n\n8.   EVENTS OF DEFAULT; REMEDIES\n\n     8.1  The occurrence of any of the following events or conditions shall\nconstitute and is hereby defined to be an \"Event of Default\":\n\n          (a)  Any failure or neglect to perform or observe any of the terms,\n               provisions, or covenants of this Agreement.\n\n          (b)  The occurrence of any event of default under the Credit\n               Agreement.\n\n\n\n                                      -6-\n\n     8.2  Secured Party, so far as may be lawful, may purchase all or any part\nof the Collateral offered at any public or private sale made in the enforcement\nof Secured Party's rights and remedies hereunder consistent with the Uniform\nCommercial Code.\n\n     8.3  Any demand or notice of sale, disposition or other intended action\nhereunder or in connection herewith, whether required by the Uniform Commercial\nCode or otherwise, shall be deemed to be commercially reasonable and effective\nif such demand or notice is given to Debtor at least ten (10) days prior to such\nsale, disposition or other intended action, in the manner provided herein for\nthe giving of notices.\n\n     8.4  Debtor shall pay all reasonable costs and expenses, including without\nlimitation costs of Uniform Commercial Code searches, court costs and reasonable\nattorneys' fees, incurred by Secured Party in enforcing payment and performance\nof the Obligation or in exercising the rights and remedies of Secured Party\nhereunder. All such costs and expenses shall be secured by this Agreement and by\nall deeds of trust and other lien and security documents securing the\nObligation. In the event of any court proceedings, reasonable court costs and\nreasonable attorneys' fees shall be set by the court and not by jury and shall\nbe included in any judgment obtained by Secured Party.\n\n     8.5  In addition to any remedies provided herein for an Event of Default,\nSecured Party shall have all the rights and remedies afforded a secured party\nunder the Uniform Commercial Code and all other legal and equitable remedies\nallowed under applicable law. No failure on the part of Secured Party to\nexercise any of its rights hereunder arising upon any Event of Default shall be\nconstrued to prejudice its rights upon the occurrence of any other or subsequent\nEvent of Default. No delay on the part of Secured Party in exercising any such\nrights shall be construed to preclude it from the exercise thereof at any time\nwhile that Event of Default is continuing. Secured Party may enforce any one or\nmore rights or remedies hereunder successively or concurrently. By accepting\npayment or performance of any of the Obligation after its due date, Secured\nParty shall not thereby waive the agreement contained herein that time is of the\nessence, nor shall Secured Party waive either its right to require prompt\npayment or performance when due of the remainder of the Obligation or its right\nto consider the failure to so pay or perform an Event of Default.\n\n9.   MISCELLANEOUS PROVISIONS\n\n     9.1  The acceptance of this Agreement by Secured Party shall not be\nconsidered a waiver of or in any way to affect or impair any other security\nthat Secured Party may have, acquire simultaneously herewith, or hereafter\nacquire for the payment or performance of the Obligation, nor shall the taking\nby Secured Party at any time of any such additional security be construed as a\nwaiver of or in any way to affect or impair the Security Interest; Secured Party\nmay resort, for the payment or performance of the Obligation, to its several\nsecurities therefor in such order and manner as it may determine.\n\n     9.2  Without notice or demand, without affecting the obligations of Debtor\nhereunder or the personal liability of any person for payment or performance of\nthe Obligation, and without affecting the Security Interest or the priority\nthereof, Secured Party, from time to time, may: (i) extend the time for payment\nof all or any part of the Obligation, accept a renewal note therefor,\n\n\n\n                                      -7-\n\n\nreduce the payments thereon, release any person liable for all or any part \nthereof, or otherwise change the terms of all or any part of the Obligation; \n(ii) hold other security for the payment or performance of the Obligation and \nenforce, exchange, substitute, subordinate, waive or release any such security; \n(iii) join in any extension or subordination agreement; or (iv) release any \npart of the Collateral from the Security Interest.\n\n     9.3  Debtor waives and agrees not to assert: (i) any right to require \nSecured Party to proceed against any guarantor, to proceed against or exhaust \nany other security for the Obligation, to pursue any other remedy available to \nSecured Party, or to pursue any remedy in any particular order or manner; (ii) \nthe benefits of any statute of limitations affecting the enforcement hereof; \n(iii) demand, diligence, presentment for payment, protest and demand, and \nnotice of extension, dishonor, protest, demand and nonpayment, relating to the \nObligation; and (iv) any benefit of, and any right to participate in, any other \nsecurity now or hereafter held by Secured Party.\n\n     9.4  The terms herein shall have the meanings in and be construed under \nthe Uniform Commercial Code as in effect in the State of Arizona from time to \ntime (the \"UCC\"). This Agreement shall be governed by an construed according to \nthe laws of the State of Arizona. Each provision of this Agreement shall be \ninterpreted in such manner as to be effective and valid under applicable law, \nbut if any provision of this Agreement is held to be void or invalid, the same \nshall not affect the remainder hereof which shall be effective as though the \nvoid or invalid provision had not been contained herein.\n\n     9.5  No modification, rescission, waiver, release or amendment of any  \nprovision of this Agreement shall be made except by a written agreement \nexecuted by Debtor and a duly authorized officer of Secured Party.\n\n     9.6  This is a continuing Agreement which shall remain in full force and \neffect until actual receipt by Secured Party of written notice of its \nrevocation as to future transactions and shall remain in full force and  effect \nthereafter until all of the Obligation incurred before the receipt of such \nnotice, and all of the Obligation incurred thereafter under commitments \nextended by Secured Party before the receipt of such notice, shall have been\npaid and performed in full.\n\n     9.7  No setoff or claim that Debtor now has or may in the future have \nagainst Secured Party shall relieve Debtor from paying or performing the \nObligation.\n\n     9.8  Time is of the essence hereof. If more than one Debtor is named \nherein, the word \"Debtor\" shall mean all and any one or more of them, severally \nand collectively. All liability hereunder shall be joint and several. This \nAgreement shall be binding upon, and shall inure to the benefit of, the parties \nhereto and their heirs, personal representatives, successors and assigns. The \nterm \"Secured Party\" shall include not only the original Secured Party \nhereunder but also any future owner and holder, including pledgees, of note or \nnotes evidencing the Obligation. The provisions hereof shall apply to the \nparties according to the context thereof and without regard to the number of \ngender of words or expressions used.\n\n     9.9  All notices required or permitted to be given hereunder shall be in \nwriting and may be given in person or by United States mail, by delivery \nservice or by electronic\n\n                                      -8-\n\ntransmission. Any notice directed to a party to this Agreement shall become\neffective upon the earliest of the following: (i) actual receipt by that party;\n(ii) delivery to the designated address of that party, addressed to that party;\nor (iii) if given by certified or registered United States mail, thirty-six (36)\nhours after deposit with the United States Postal Service, postage prepaid,\naddressed to that party at its designated address. The designated address of a\nparty shall be the address of that party shown at the beginning of this\nAgreement or such other address as that party, from time to time, may specify by\nnotice to the other parties.\n\n     9.10  A carbon, photographic or other reproduced copy of this Agreement\nand\/or any financing statement relating hereto shall be sufficient for filing\nand\/or recording as a financing statement. Debtor hereby authorizes the filing\nof a financing statement with respect to the Collateral by the Secured Party.\n\n     9.11  The capitalized terms used herein and not otherwise defined shall\nhave the same meanings as set forth in the Credit Agreement.\n\n     IN WITNESS WHEREOF, these presents are executed as of the date indicated \nabove.\n\n\n                                        SCHUFF INTERNATIONAL, INC., a Delaware\n                                        corporation\n\n\n\n                                        By:   \/s\/ Michael R. Hill\n                                              ---------------------------------\n\n                                        Name:  Michael R. Hill\n                                              ---------------------------------\n\n                                        Title: CFO\n                                              ---------------------------------\n                                                                          DEBTOR\n\n\n\n\n\n\n\n\n                                      -9-\n\n\n                                  SCHEDULE \"A\"\n                                        \n                             COLLATERAL DESCRIPTION\n                             ----------------------\n\n\n     A.  All of the property described below in, to or under which Debtor now\nhas or hereafter acquires any right, title or interest, whether present, future\nor contingent, and in Debtor's expectancy to acquire such property (all of the\nproperty described on this schedule is herein called the \"Collateral\"):\n\n\n          (a)  All money, accounts, general intangibles, instruments, documents\n     and chattel paper now existing or hereafter arising or acquired from time\n     to time in the course of Debtor's business as now or hereafter conducted,\n     including all accounts receivable, notes, drafts, lease agreements and\n     security agreements, and all goods, if any, represented thereby;\n\n          (b)  All inventory now owned or hereafter arising or acquired,\n     including all goods held for sale or lease in Debtor's business, as now or\n     hereafter conducted, and all materials, work in process and finished goods\n     used or to be consumed in Debtor's business (whether or not Debtor holds\n     legal title thereto or whether any such inventory is represented by\n     warehouse receipts or bills of lading or has been or may be placed in\n     transit or delivered to a public warehouse);\n\n          (c)  All equipment, including all furniture, fixtures, furnishings,\n     vehicles (whether titled or non-titled), machinery, materials and supplies,\n     wherever located, including but not limited to such items used in\n     connection with Debtor's business and\/or described on the Collateral\n     Schedule (if any) attached hereto and by this reference made a part hereof,\n     together with all parts, accessories, attachments, additions thereto or\n     replacements therefor;\n\n          (d)  All rights as unpaid seller or lienor that arise in connection\n     with any of the Collateral, including the rights of replevin, reclamation\n     and stoppage in transit, and the right to sue or file mechanics' or\n     materialmen's liens in the name of Debtor or otherwise for the unpaid\n     balances due thereunder;\n\n          (e)  All tax refund claims, all policies or certificates of insurance\n     covering any of the Collateral, all contracts, agreements or rights of\n     indemnification, guaranty or surety relating to any of the Collateral, and\n     all claims, awards, loss payments, proceeds and premium refunds that may\n     become payable with respect to any such policies, certificates, contracts,\n     agreements or rights;\n\n\n          (f)  All ledger cards, invoices, delivery receipts, worksheets, books\n     of accounts, statements, correspondence, customer lists, files, journals,\n     ledgers and records in any form, written or otherwise, related to any of\n     the Collateral;\n\n          (g)  Tradenames, trademarks and service marks (subject to any \n     franchise or license agreements relating thereto);\n\n\n\n\n\n          (h) All claims for loss or damage to or in connection with any of the\n     Collateral, all other claims in any form for the payment of money,\n     including tort claims, and all rights with respect to such claims and all\n     proceeds thereof;\n\n          (i) All accessions to any of the Collateral;\n\n          (j) All products and proceeds of the Collateral, in any form,\n     including all proceeds received, due or to become due from any sale,\n     exchange or other disposition of any of the Collateral, whether such\n     proceeds are cash or noncash in nature or are represented by checks,\n     drafts, notes or other instruments for the payment of money; and\n\n          (k) All property that is now or at any time hereafter may be in\n     Secured Party's possession or control in any capacity, including without\n     limitation all money owed or that becomes owed to Debtor and all money\n     deposited for the account of Debtor.\n\nAll \"Collateral Schedules,\" if any, attached hereto are hereby incorporated into\nthis collateral description as if set forth here and at each reference thereto.\n\n     B.   All of Debtor's right, title and interest in and to all Accounts (as\ndefined in the Arizona UCC), Chattel Paper (as defined in the Arizona UCC),\nDocuments (as defined in the Arizona UCC), Equipment (as defined in the Arizona\nUCC), Fixtures (as defined in the Arizona UCC), General Intangibles (as defined\nin the Arizona UCC), Instruments (as defined in the Arizona UCC), Inventory (as\ndefined in the Arizona UCC),  Investment Property (as defined in the Arizona\nUCC),  Letter-of-Credit Rights (as defined in the Arizona UCC), Supporting\nObligations (as defined in the Arizona UCC), any Deposit Accounts (as defined in\nthe Arizona UCC) pledged to Secured Party, Deposits, cash, letters of credit,\nstock rights and other deposits, it being intended that the Collateral include\nall property of the Debtor other than real property, whether located in which\nthe Debtor now has or hereafter acquires any right or interest, and the\nproceeds, insurance proceeds and products thereof, together with all books and\nrecords, customer lists, credit files, computer files, programs, printouts and\nother computer materials and records related thereto, together with (i) all\npolicies or certificates of insurance covering any of the foregoing property,\nand all awards, loss payments, proceeds and premium refunds that may become\npayable with respect to such policies; (ii) all property of Debtor that is now\nor may hereafter be in the possession or control of Secured Party in any\ncapacity, including without limitation all monies owed or that become owed by\nSecured Party to Debtor; and (iii) all proceeds and products of any of the\nforegoing property, whether due or to become due from any sale, exchange or\nother disposition thereof, whether cash or non-cash in nature, and whether\nrepresented by checks, drafts, notes or other instruments for the payment of\nmoney, including, without limitation, all property, whether cash or non-cash in\nnature, derived from tort, contractual or other claims arising in connection\nwith any of the foregoing property. The terms herein shall have the meaning in\nand be construed under the Uniform Commercial Code as in effect in the State of\nArizona from time to time (the \"Arizona UCC\"). All property described above is\nhereinafter called the \"Collateral\".\n\n                                      -11-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773,9312],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9570],"class_list":["post-41304","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_companies-wells-fargo---co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41304","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41304"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41304"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41304"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41304"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}