Intercreditor Agreement - DOC by bobzepfel


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									                                INTER-CREDITOR AGREEMENT

      THIS INTER-CREDITOR AGREEMENT ("Agreement") dated ______, is made by and
among                                , (the "Company"), ___________________, and the parties
named on the signature page hereof (the "Noteholders") with reference to the following facts:

       A.      The Company has issued a series of promissory notes to the Noteholders in an
aggregate principal amount of not more than $                  (the "Notes") in the form of
Exhibit A hereto.

        B.      As a condition to the issuance of the Notes, the Company has required that the parties
enter into this Agreement.

       The parties agree as follows:

        1.     Appointment of Agent. __________________ is appointed agent (the "Agent") for
and on behalf of all of the Noteholders for the purpose of enforcing their rights as creditors of the
Company pursuant to the Notes and the deed of trust in the form of Exhibit B hereto (the "Deed of
Trust"). ______________ hereby accepts such appointment and the terms thereof as set forth herein.

        2.      Default.       A default, breach or event of default may be declared under the Notes
or the Deed of Trust (collectively "Event of Default") only by those Noteholders who at the time of
such declaration holds more than 50% in principal of the then outstanding Notes. Such declaration,
if made, shall be binding on all the other Noteholders regardless of whether they have consented or
objected to such declaration.

        3.      Powers of Agent. Agent shall have the power and authority to take on behalf of all
the Noteholders any one or more of the actions permitted under Notes or Deed of Trust, or otherwise
available to the Noteholders at law or in equity, including, upon declaration of an Event of Default,
foreclosure of the Deed of Trust under the power of sale, or filing suit or claim in any court of
competent jurisdiction (including Federal Bankruptcy Court) to collect on the Notes.
Notwithstanding the foregoing, Agent shall not take any action that it is not directed to take by those
Noteholders holding more than 50% in principal of the Notes then outstanding. Agent shall not be
required to take any direction that is in conflict with any rule of law, nor shall Agent be required to
enter into or on any property subject to the Deed of Trust (or otherwise owned by any third party),
operate the same, or make any repairs or alterations thereto. Agent shall not be obligated to exercise
any of its powers hereunder at the request or direction of any Noteholders pursuant to this
Agreement, unless such Noteholders shall have offered Agent reasonable security or indemnity
against the cost, expenses and liabilities which might be incurred by Agent in compliance with such
request or direction. Agent shall not be required to take any action if it believes its instructions are
vague or contradictory. In such instance Agent shall request written clarification from the
Noteholders. Instructions from the Noteholders shall be in such form and detail as Agent may
reasonably request.

        4.     Limitation of Actions. No Noteholder shall have any right to commence foreclosure
under the Deed of Trust, institute any proceeding, judicial or otherwise, with respect to the Notes, or
any of them, or for the appointment of a receiver or trustee, or for any other remedy under the Note
or Deed of Trust, unless

              (1) such Not
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