1

FILED
2 2024 APR 22 10:44 AM
KING COUNTY
3 SUPERIOR COURT CLERK
E-FILED
4 CASE #: 24-2-08809-1 SEA

7 SUPERIOR COURT OF WASHINGTON FOR KING COUNTY

8 WELLS FARGO BANK, NATIONAL Case No.
ASSOCIATION, a national banking
9 association, in its capacity as Agent, PETITION FOR APPOINTMENT OF
GENERAL RECEIVER
10 Petitioner,
11 v.
12 NORTHWEST FISH COMPANY, LLC, a
Washington corporation; PETER PAN
13 SEAFOOD COMPANY, LLC, an Alaska
limited liability company, ALASKA FISH
14 HOLDINGS, LLC, a Delaware limited
liability company, and RAYMOND
15 MACHINE SHOP, LLC, a Washington
limited liability company,
16
Respondents.
17

18 Petitioner Wells Fargo Bank, National Association, a national banking association, as agent
19 for certain lenders under the Credit Agreement (as defined below) (in such capacity, together with
20 its successors and assigns, collectively, “Agent” or “Petitioner”), for its claims for relief against
21 Respondents Northwest Fish Company, LLC, a Washington limited liability company, Peter Pan
22 Seafood Company, LLC, an Alaska limited liability company, Alaska Fish Holdings, LLC, a
23 Delaware limited liability company, and Raymond Machine Shop, LLC, a Washington limited
24 liability company (collectively, “Debtors” or “Respondents”), alleges as follows:
25 //
26 //
27

PETITION FOR APPOINTMENT OF GENERAL LANE POWELL PC

1420 FIFTH AVENUE, SUITE 4200
RECEIVER - 1 P.O. BOX 91302
SEATTLE, WASHINGTON 98111-9402
206.223.7000 FAX: 206.223.7107
105727.2184/9713940.2
 1 I. PARTIES, JURISDICTION, AND VENUE
2 1.1. Wells Fargo is a national banking association duly qualified to bring this action,
3 having met all legal prerequisites.
4 1.2. Northwest Fish Company, LLC (“Northwest Fish”) is and was at all times material
5 hereto a Washington limited liability company, transacting business in SeaTac, Washington.
6 Northwest Fish is a co-borrower of the indebtedness at issue herein.
7 1.3. Peter Pan Seafood Company, LLC (“Peter Pan Seafood”) is and was at all times
8 material hereto an Alaska limited liability company, with its headquarters in Bellevue,
9 Washington. Peter Pan Seafood is a co-borrower of the indebtedness at issue herein.
10 1.4. Alaska Fish Holdings, LLC (“Holdings”) is and was at all times material hereto a
11 Delaware limited liability company, transacting business in SeaTac, Washington. Holdings is a
12 guarantor of the indebtedness at issue herein.
13 1.5. Raymond Machine Shop, LLC (“Raymond Machine”) is and was at all times
14 material hereto a Washington limited liability company, transacting business in Raymond,
15 Washington. Raymond Machine is a guarantor of the indebtedness at issue herein.
16 1.6. Venue and jurisdiction are proper pursuant to RCW 4.12.025 in that one or more
17 of the Respondents reside in King County, Washington, and all Respondents transact business in
18 King County, Washington.
19 II. FACTUAL BACKGROUND
20 2.1. Petitioner realleges and incorporates by reference paragraphs 1.1 through 1.6 of this
21 Petition as though fully set forth herein.
22 2.2. Petitioner and Respondents are parties to an Amended and Restated Credit
23 Agreement dated as of July 19, 2022 (each as amended, restated, or otherwise modified from time
24 to time, collectively, the “Credit Agreement”), as most recently amended by that certain
25 Amendment No. 15 to Amended and Restated Credit Agreement dated as of February 22, 2024,
26 the terms of which govern certain credit accommodations (the “Credit Facility”) extended by
27 Agent and the lenders party thereto from time to time (together with Agent, the “Lenders”) to Peter

PETITION FOR APPOINTMENT OF GENERAL LANE POWELL PC

1420 FIFTH AVENUE, SUITE 4200
RECEIVER - 2 P.O. BOX 91302
SEATTLE, WASHINGTON 98111-9402
206.223.7000 FAX: 206.223.7107
105727.2184/9713940.2
 1 Pan Seafood and Northwest Fish (collectively, the “Borrowers”), as more fully described therein.
2 A true and correct copy of the Credit Agreement is attached to the Declaration of Gary Harrigian
3 filed contemporaneously herewith as Exhibit A and incorporated herein by reference.
4 2.3. Under the terms of the Credit Agreement, Lenders made revolving loans, issued
5 letters of credit, and extended other financial accommodations to Borrowers, or for the benefit of
6 Borrowers.
7 2.4. The Credit Facility matured by its terms on February 29, 2024.
8 2.5. To secure repayment of the Credit Facility, each Debtor granted to Agent and
9 Lenders a valid, first priority lien and security interest in substantially all of their operating assets,
10 including, without limitation, all of Debtors’ accounts receivable and other rights to payment,
11 general intangibles, inventory and equipment, and proceeds thereof (as more fully described
12 therein, the “Collateral”), pursuant to, and as more fully described in, that certain Amended and
13 Restated Security Agreement dated as of July 19, 2022, by and between Debtors, Petitioner, and
14 the other parties party thereto from time to time (as amended, restated, or otherwise modified from
15 time to time, the “Security Agreement”) and the Credit Agreement. A true and correct copy of the
16 Security Agreement is attached the Declaration of Gary Harrigian filed contemporaneously
17 herewith as Exhibit B and incorporated herein by reference.
18 2.6. Lenders’ security interest in the Collateral is properly perfected by the filing of
19 UCC financing statements with the Washington Department of Licensing, the Delaware Secretary
20 of State, and the Alaska Department of Natural Resources Recorder’s Office. True and correct
21 copies of the UCC Financing Statements are attached to the Declaration of Gary Harrigian filed
22 contemporaneously herewith as Exhibit C and incorporated herein by reference.
23 2.7. The Credit Agreement, Security Agreement, Guaranty (as defined below), together
24 with all other documents, instruments, amendments, modifications, and agreements relating to,
25 and expressly referencing the Credit Facility or Debtors’ obligations thereunder (the
26 “Obligations”) are collectively referred to herein as the “Loan Documents.”
27

PETITION FOR APPOINTMENT OF GENERAL LANE POWELL PC

1420 FIFTH AVENUE, SUITE 4200
RECEIVER - 3 P.O. BOX 91302
SEATTLE, WASHINGTON 98111-9402
206.223.7000 FAX: 206.223.7107
105727.2184/9713940.2
 1 2.8. Borrowers, Holdings, and Raymond Machine (collectively, the “Guarantors”) each
2 absolutely and unconditionally guaranteed payment and performance of the Obligations pursuant
3 to that certain Amended and Restated Guaranty dated as of July 19, 2022, by and between
4 Respondents, Petitioner, and the other parties party thereto from time to time (as amended,
5 restated, or otherwise modified from time to time, the “Guaranty”). A true and correct copy of the
6 Guaranty is attached to the Declaration of Gary Harrigian filed contemporaneously herewith as
7 Exhibit D and incorporated herein by reference.
8 2.9. The Loan Documents entitle Petitioner to the recovery of its attorneys’ fees, costs,
9 and expenses incurred in enforcing the obligations thereunder.
10 III. DEFAULTS
11 3.1. Petitioner realleges and incorporates by reference paragraphs 1.1 through 2.9 of this
12 Petition as though fully set forth herein.
13 3.2. Debtors are in default under the Loan Documents on account of their failure to
14 make the requisite payments when due, despite demand. Specifically, Borrowers failed to satisfy
15 the unpaid principal balance plus all accrued interest and other amounts owing under the Loan
16 Documents on maturity, despite demand.
17 3.3. Guarantors defaulted on their obligations under the Guaranty insofar as they failed
18 to satisfy the amounts due and owing under the Loan Documents.
19 3.4. Debtors are also in default under the Loan Documents on account of their violation
20 of various covenants, including, without limitation, the imposition of third-party liens on
21 Petitioner’s Collateral as a result of Debtors’ failure to pay their debts as they come due, and failure
22 to pay overadvances.
23 3.5. In order to protect and preserve the Collateral, Lenders have made certain protective
24 advances, which sums constitute an Obligation presently due and owing under the Loan
25 Documents, secured by the Collateral, and guaranteed by Guarantors pursuant to the Loan
26 Documents.
27

PETITION FOR APPOINTMENT OF GENERAL LANE POWELL PC

1420 FIFTH AVENUE, SUITE 4200
RECEIVER - 4 P.O. BOX 91302
SEATTLE, WASHINGTON 98111-9402
206.223.7000 FAX: 206.223.7107
105727.2184/9713940.2
 1 3.6. All amounts owing under the Loan Documents bear interest at the contractual
2 default rate until paid in full.
3 3.7. As of April 18, 2024, Debtors are indebted to Lenders under the Loan Documents
4 for an amount in excess of $60,275,466 (collectively, the “Matured Obligation”).
5 IV. APPOINTMENT OF A RECEIVER
6 4.1. Petitioner realleges and incorporates by reference paragraphs 1.1 through 3.7 of this
7 Petition as though fully set forth herein.
8 4.2. Respondents are unable to pay their debts as those debts become due, and are in
9 imminent danger of insolvency.
10 4.3. Respondents lack the ability and resources to protect and preserve their business
11 operations and assets (all tangible and intangible property owned by Respondents shall hereinafter
12 collectively be referred to as the “Assets”).
13 4.4. All, or substantially all, of the operating Assets are Petitioner’s Collateral.
14 4.5. The Collateral and its revenue producing potential are in danger of being lost,
15 materially injured or impaired, and dissipated.
16 4.6. Appointment of a receiver is necessary to protect, preserve, and maximize the value
17 of the Business and Assets, including, without limitation, the Collateral, and its revenue producing
18 potential, and to avoid further loss, injury and impairment thereto.
19 4.7. Petitioner seeks appointment of a general receiver in accordance with RCW 7.60 et
20 seq. given (1) Debtors’ business, Assets, and their revenue-producing potential are in imminent
21 danger of being lost, materially injured or impaired, and dissipated, (2) Debtors are in imminent
22 danger of insolvency, and (3) the reasonable necessity to protect and preserve the Assets and to
23 avoid further loss, injury, and impairment thereto.
24 4.8. Petitioner is entitled to appointment of a receiver pursuant to RCW 7.60.025(1)(a),
25 (i), and (nn).
26 4.9. Stapleton Group, Inc. (i) is qualified to act as a general receiver over Respondents,
27 their Business, and the Assets; (ii) is not an interested party to this action; and (iii) has substantial

PETITION FOR APPOINTMENT OF GENERAL LANE POWELL PC

1420 FIFTH AVENUE, SUITE 4200
RECEIVER - 5 P.O. BOX 91302
SEATTLE, WASHINGTON 98111-9402
206.223.7000 FAX: 206.223.7107
105727.2184/9713940.2
 1 experience as a receiver.
2 WHEREFORE, Petitioner prays for relief as follows:
3 1. For an Order appointing an independent party as general receiver to take possession
4 and control of Respondents, their business, and the Assets, including, without limitation, the
5 Collateral, with the power of sale.
6 2. For such other and further relief as the Court deems just and proper.
7 DATED this 22nd day of April, 2024.
8 LANE POWELL PC
9

10 By /s/Gregory R. Fox
Gregory R. Fox, WSBA No. 30559
11 James B. Zack, WSBA No. 48122
Attorneys for Petitioner Wells Fargo Bank, National
12 Association
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PETITION FOR APPOINTMENT OF GENERAL LANE POWELL PC

1420 FIFTH AVENUE, SUITE 4200
RECEIVER - 6 P.O. BOX 91302
SEATTLE, WASHINGTON 98111-9402
206.223.7000 FAX: 206.223.7107
105727.2184/9713940.2