Subordination Agreement _Long Form by bobzepfel

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									                               SUBORDINATION AGREEMENT

        This SUBORDINATION AGREEMENT is made as of
                             (the "Effective Date") by and between
                            (the “Senior Lender”) and                           (the “Junior
Lender”). The Senior Lender and the Junior Lender are sometimes collectively referred to herein
as the “Lenders.”

       A.

                , (the “Obligors” and each, individually, an “Obligor”) entered into that certain
Note Purchase Agreement with the Senior Lender on                                 (the     “Note
Purchase Agreement”), and issued to the Senior Lender that certain Secured Promissory Note,
dated as of                    , in the original principal amount of $            (the “Note”),
and executed and delivered to the Senior Lender that certain General Security Agreement, dated
as of                   (as the same may be amended, modified, renewed, supplemented,
restated, or extended from time to time, the “Security Agreement”);

       B.     Obligor has heretofore issued to the Junior Lender that certain Note, dated as o
                              , in the original principal amount of $              (as the same
may be further amended, modified, renewed, supplemented, restated, extended increased or
refinanced from time to time) (the “Junior Notes”); and

       C.     The Senior Lender and the Junior Lender desire to memorialize their
understanding with respect to the exercise of their respective rights under and pursuant to (i) the
Senior Debt, the Senior Loan Documents and the security agreements, credit agreements,
guarantees, and other instruments or documents relating thereto, and (ii) the Junior Obligations
and the Junior Loan Documents, and the security agreements, guarantees and other instrument
and documents relating thereto.

        NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

            Section 1.         DEFINITIONS.

                (a)      “Bankruptcy Code” means Title 11 of the United States Code entitled
“Bankruptcy.”

                (b)    “Collateral” shall mean any and all of the assets, properties and other
collateral as to which any Senior Lien has been, is or hereafter shall be granted or issued by any
of the Obligors, whether now owned or hereafter acquired, and the proceeds of each and all of
the foregoing.

               (c)    “Insolvency Proceeding” means (i) any case, action or proceeding
commenced by or against any Obligor before any court or other governmental agency or
authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other, similar arrangement in
respect of any Obligor’s creditors generally or any substantial portion of any Obligor’s creditors,
in each case undertaken under U.S. federal, state or foreign law, including the Bankruptcy Code.

               (d)    “Junior Loan Documents” shall mean (a) the Junior Notes, and (ii) any
and all agreements, promissory notes and other instruments, pursuant to which the Junior Lender
has made or shall make loans, advances or other credit extensions to or for the benefit of any of
the of Obligors, and all security, pledge and other agreements and mortgages pursuant to which
any of the Junior Obligations have been or shall be granted, as any of the foregoing may be
amended, modified, renewed, supplemented, restated, restructured, replaced, increased, or
refinanced from time to time.

               (e)      “Junior Obligations” means all indebtedness, liabilities and obligations
including without limitation, principal, interest, fees, results, and other charges and amounts,
currents on hereafter and from time to time owing on payable to Junior Lender, whether now
existing or hereafter arising, whether due or to become due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, and whether created under, arising out of or in
connection with the Note, any of the other Junior Loan Documents or otherwise.

               (f)     “Senior Debt” shall mean all indebtedness, liabilities and other
obligations of each of the Obligors to the Senior Lender, whether now existing or hereafter
arising, whether due or to become due, absolute or contingent, liquidated or unliquidated,
determined or undetermined, and whether created under, arising out of or in connection with the
Note Purchase Agreement, any of the other Senior Loan Documents or otherwise, including all
unpaid principal of any loans and other advances, all prepayment fees or charges, if any, all
interest accrued thereon, all fees and expenses due under the Senior Loan Documents and all
other obligations and amounts payable by Obligors to the Senior Lender under or in connection
with any Senior Loan Document, and including interest, fees and expenses accruing (or which
would, absent commencement of an Insolvency Proceeding (and the effect of provisions such as
Section 502(b)(2) of the Bankruptcy Code), accrue) after the commencement by or against any
of the Obligors of any Insolvency Proceeding in accordance with the Senior Loan Documents,
whether or not the claim for such interest, fees or expenses is allowed as a claim in an Insolvency
Proceeding.

                 (g) “Senior Liens” shall mean any and all security interests, pledges,
hypothecations, mortgages and liens heretofore or from time to time hereafter granted or issued
to or in favor of the Senior Lender as security for or in respect of any of the Senior Debt, and all
rights and interests of the Senior Lender under any and all security agreements, mortgages and
other instruments providing for, evidencing or relating to any of the Senior Liens, as any or all of
the foregoing may be granted, issued, amended, modified, renewed, supplemented, restated,
added to, reissued, restructured, replaced, substituted for or refinanced from time to time.

               (h)     “Senior Loan Documents” shall mean (a) the Note Purchase Agreement,
the Note, any other notes issued under the Note Purchase Agreement, the Security Agreement,
and (ii) any and all agreements, promissory notes and other instruments, pursuant to which the
Senior Lender has made or shall make loans, advances or other credit extensions to or for the
benefit of any of the Obligors, and all security, pledge and other agreements and mortgages


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pursuant to which any of the Senior Liens has been or shall be granted, as any of the foregoing
may be amended, modified, renewed, supplemented, restated, restructured, replaced, increased,
or refinanced from time to time.

           Section 2.          PRIORITY.

                 (a) The Junior Lender hereby agrees that any and all Junior Obligations shall
be subordinate and junior in right of payment to all of the Senior Debt. Unless and until the
Senior Debt shall have been paid and discharged in full, none of the Obligors shall make, directly
or indirectly, by set-off, redemption, purchase or in any other manner make, and the Junior
Lender shall not ask, demand, sue for, take or receive from any of the Obligors, any payment
(whether in cash, property or securities) for all or any part of any of the Junior Obligations
except that the Obligors may pay and the Junior Lender may receive interest payments made in
respect of the Junior Obligations to the extent payable pursuant to the terms of the Junior Loan
Documents as in effect on the date hereof.

                 (b) In the event of any distribution, division or application, partial or
complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the
property, assets or business of any of the Obligors, or the proceeds thereof, to the Junior Lender
on account of any Junior Obligations by reason of any liquidation, dissolution or other winding
up of any of the Obligors or their business or by reason of any sale, receivership, insolvency or
bankruptcy proceedings or assignment for the benefit of creditors or any proceedings by or
against any of the Obligors for any relief under any bankruptcy, reorganization or insolvency law
or laws, federal or state, or any law, federal or state, relating to the relief of debtors, readjustment
of indebtedness, or the reorganization, composition or extension of any of the same, then, and in
any such event, any payment or distribution of any kind or character, whether in cash, property
or securities, shall be paid or delivered directly to the Senior Lender for application to the
payment of the Senior Debt to the extent necessary to make payment in full of the Senior Debt
remaining unpaid.

                (c) If the Junior Lender should collect or receive any payment or distribution
on the Junior Obligations other than as allowed hereby, then the Junior Lender will forthwith
deliver the same to the Senior Lender in the form received (except for the endorsement without
recourse or the assignment without recourse of the Senior Lender where necessary) and, until so
delivered, the same shall be held in trust by the Junior Lender as the property of the Senior
Lender.

                  (d) The provisions of this Section 2 and of Section 3 hereof are solel
								
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