Exhibit 10.18
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT (as the same may be amended, modified,
restated or supplemented from time to time, "this Agreement") dated as of March
31, 2003, by and among ABN AMRO BANK N.V., ("ABN"), COMMERZBANK INTERNATIONAL
S.A. ("Commerzbank"), and SOVEREIGN PRECIOUS METALS, LLC ("Sovereign" and
together with ABN and Commerzbank collectively, in their capacity as consignors
under the Consignment Agreement referred to below, the "Consignors", and
individually, a "Consignor"); MITSUI & CO., PRECIOUS METALS INC. ("Mitsui"),
JPMORGAN CHASE BANK ("Chase"); and GENERAL ELECTRIC CAPITAL BUSINESS ASSET
FUNDING CORPORATION (the "Lender").
W I T N E S S E T H
WHEREAS, the Consignors may extend financial accommodations to ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ JEWELERS, INC., a Delaware corporation (the "Debtor"), pursuant to a
certain Consignment Agreement of even date herewith, between the Debtor and the
Consignors (as amended and modified from time to time, the "Consignment
Agreement"); and
WHEREAS, the Debtor, the Consignors and Sovereign, for itself and as
collateral agent for the Consignors (the "Agent"), are parties to a Security
Agreement of even date herewith (as amended and as modified from time to time,
the "Consignor Security Agreement"); and
WHEREAS, the Debtor has granted to Agent, for the ratable benefit of
the Consignors, a security interest in the property described on SCHEDULE A
hereto (such property, described in SCHEDULE A, is hereinafter referred to as
the "Collateral") pursuant to the Consignor Security Agreement in order to
secure all of the Debtor's existing and future indebtedness, obligations and
liabilities to each respective Consignor under the Consignment Agreement
(collectively the "Consignment Obligations"); and
WHEREAS, MA BRANDS, INC., a Delaware corporation ("MAJ Delaware") and
Sovereign, for itself and as collateral agent for the Consignors, are parties to
a certain Security Agreement (Trademark and Service Marks) of even date herewith
pursuant to which MAJ Delaware has granted a security interest in the Marks (as
defined in the Consignor Trademark Assignment) in favor of Sovereign, in its
capacity as collateral agent, for the ratable benefit of the Consignors in order
to secure the Consignment Obligations; and
WHEREAS, Mitsui has agreed to consign gold to Debtor, from time to
time, pursuant to a certain Consignment Agreement dated as of November 29, 1999
(the "Mitsui Consignment Agreement"); and
WHEREAS, the Debtor has granted Mitsui a security interest in the
property described on SCHEDULE B hereto (such property is hereinafter referred
to as the "Mitsui Collateral")
pursuant to the Mitsui Security Agreement in order to secure all of the Debtor's
existing and future indebtedness, obligations and liabilities to Mitsui under
the Mitsui Consignment Agreement (collectively the "Mitsui Consignment
Obligations"); and
WHEREAS, MAJ Delaware and Mitsui are parties to a certain Security
Agreement (Trademark and Service Marks) of even date herewith pursuant to which
MAJ Delaware has granted a security interest in the Marks in favor of Mitsui in
order to secure the Mitsui Consignment Obligations; and
WHEREAS, MAJ Delaware and Chase are parties to a certain Security
Agreement (Trademarks and Service Marks) dated as of December 17, 1999, as
amended, pursuant to which MAJ Delaware has granted a security interest in the
Marks as defined in that Security Agreement; and
WHEREAS, Chase may (in its sole and individual discretion) extend
financial accommodations to the Debtor pursuant to a certain line letter dated
as of August 16, 2002 issued by Chase on behalf of the Debtor (as modified from
time to time, the "Line of Credit"); and
WHEREAS, the Debtor and Chase have entered into a Security Agreement
dated September 1, 1994 (as amended and modified from time to time, the "Chase
Security Agreement"); and
WHEREAS, the Debtor has granted Chase a security interest in the
Collateral pursuant to the Chase Security Agreement in order to secure all of
the Debtor's existing and future indebtedness, obligations and liabilities under
the Line of Credit (collectively the "Line of Credit Obligations"); and
WHEREAS, in accordance with the terms of that certain Loan and Security
Agreement between the Debtor and the Lender dated as of January 29, 1999 (as
amended and modified from time to time, the "Term Loan Agreement"), the Debtor
has granted to the Lender a security interest in the property described in
SCHEDULE C hereto (such property being hereinafter referred to as the
"Equipment"), pursuant to the Term Loan Agreement and a Supplemental Security
Agreement No. One dated as of January 29, 1999 (the "Supplemental Security
Agreement") from the Debtor to the Lender (the Term Loan Agreement and
Supplemental Security Agreement, together with any subsequent agreements between
the Lender and the Debtor, being hereinafter collectively referred to as the
"Term Loan Agreements") in order to secure the payment of a Term Promissory Note
of the Debtor to the Lender in the original principal amount of up to
$10,444,444.46 (the "Term Note") issued pursuant to the Term Loan Agreement, and
to secure the payment and performance of all other obligations of the Debtor to
the Lender pursuant to the Term Loan Agreements other than any (if any) future
advances of additional principal (all such obligations exclusive of any such
future advances, being hereinafter referred to as the "Term Loan Obligations");
and
WHEREAS, the Consignors, on the one hand, and Mitsui, Chase and the
Lender, on the other hand, desire to establish among themselves the priority of
their security interests in the Collateral and in the Marks and to provide for
the enforcement of such security interests;
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NOW, THEREFORE, in consideration of the mutual promises herein
contained, it is hereby agreed as follows:
1. As security for the Consignment Obligations and the Mitsui
Obligations, the security interest of the Consignors and Mitsui in all Inventory
(as defined in this Paragraph 1) of the Debtor, whether now owned or hereafter
acquired by the Debtor or in which the Debtor may now have or hereafter acquire
an interest and in all Marks of MAJ Delaware, whether now owned or hereafter
acquired by MAJ Delaware or in which MAJ Delaware may now have or hereafter
acquire an interest (the foregoing property with respect to which the Consignors
and Mitsui shall have priority being hereinafter collectively referred to as the
"Consignor and Mitsui Primary Collateral"), to the extent perfected and
enforceable, shall have priority over any security interests which Chase or the
Lender has or may acquire therein. For the purposes of this Agreement, the term
"Inventory" shall include the following:
(i) all goods held for sale or lease or furnished or to be
furnished under contracts of service;
(ii) all raw materials, work-in-process and finished goods;
(iii) all goods consigned by the Debtor to others, whether or not
such consignments are true consignments or security
consignments, and all related contracts and rights thereunder,
including, without limitation, goods:
(A) covered by a consignment sale whereby a memo invoice
is used to ship goods to a customer, who is billed on a
regular basis for goods actually sold by such customer; or
(B) covered by a guaranteed sale whereby goods are
shipped and billed on invoice marked as a guaranteed sale and
may be returned to the Debtor at any time without penalty; or
(C) constituting part of base inventory maintenance
wherein goods are shipped under a memo invoice and are billed
only when replaced to maintain base inventory levels, and
where such goods may be returned at any time; or
(D) treated as inventory by the Debtor for accounting
purposes;
(iv) all bullion, fabricated products and all gold and other
precious metals in whatever form and wherever located,
including all products in which any such gold or precious
metals are incorporated or into which any such gold or
precious metals are processed or converted (collectively
referred to as the "Precious Metals");
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(v) all diamonds and all precious and semi-precious stones
including all substitutions, replacements and products in
which such diamonds or stones are incorporated;
(vi) all accounts and other proceeds arising from the sale of
Inventory on or after the Acceleration Date (as hereinafter
defined) and all returned or replevined goods on which any
such accounts are based; provided, however, (x) that returned
or replevined goods which are segregated and identifiable as
such are to be applied to the oldest outstanding account
payable by the returning account debtor subject to the same
conditions governing payment of accounts set forth in
Paragraph 14 hereof, and (y) any account and other proceeds
arising from the sale of returned or replevined goods which
are segregated and identifiable as such arising from the sale
of Inventory prior to the Acceleration Date shall be for the
purposes of this Agreement part of the Line of Credit Primary
Collateral (as defined in Paragraph 3) and shall be applied to
the payment of the Line of Credit Obligations;
(vii) all other returned goods which are not segregated and
identifiable as such;
(viii) all cash proceeds of all of the foregoing; and
(ix) certain insurance proceeds as provided in Paragraph 5 hereof,
but only to the extent of the value of the Precious Metals
content thereof determined by the London Fixing (as of the
date of the event giving rise to the applicable insurance
claim). For the purposes hereof, "London Fixing" means, with
respect to gold, for the purposes of this Agreement, the value
of gold bullion determined on the basis of the London Bullion
Brokers' second fixing price on the valuation date, or if no
such price is available for such date, then on the basis of
said second fixing price on the next previous day for which
such price was available.
2. As security for the Term Loan Obligations, the security interest of
the Lender in the Equipment (such property being hereinafter collectively
referred to as the "Term Loan Primary Collateral"), to the extent perfected and
enforceable, and to the extent that it secures Term Loan Obligations
constituting Prior Secured Obligations as defined in Paragraph 4 hereof, shall
have priority over any security interests the Consignors, Mitsui or Chase have
or may acquire therein. The Lender has no security interest in the Collateral
other than in the Term Loan Primary Collateral and has no interest in the Marks.
Further, as security for the Line of Credit Obligations, the security interest
of Chase in the Term Loan Primary Collateral, to the extent perfected and
enforceable, and to the extent that it secures Line of Credit Obligations
constituting Prior Secured Obligations as defined in paragraph 4 hereof, shall
have priority over any security interests the Consignors or Mitsui have or may
acquire therein.
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3. As security for the Line of Credit Obligations, the security
interest of Chase in the Collateral and in the Marks other than the Consignor
and Mitsui Primary Collateral and other than the Term Loan Primary Collateral
(such property being hereinafter collectively referred to as the "Line of Credit
Primary Collateral"), to the extent perfected and enforceable, and to the extent
that it secures Line of Credit Obligations constituting Prior Secured
Obligations as defined in Paragraph 4 hereof, shall have priority over any
security interests the Consignors, Mitsui or the Lender has or may acquire
therein. For the purposes of this Agreement and for clarification, the term
"Line of Credit Primary Collateral" shall include, without limitation,:
(i) all returned or replevined goods which represent the
proceeds arising from the sale of Inventory prior to the Acceleration
Date, to the extent such goods are segregated and identifiable as goods
which gave rise to the sale of Inventory and the creation of an account
prior to the Acceleration Date; and
(ii) all accounts and any proceeds arising from the sale on or
after the Acceleration Date of any returned or replevined goods, to the
extent such goods are segregated, identifiable and represent the
proceeds from the sale of Inventory prior to the Acceleration Date.
4. Notwithstanding anything to the contrary herein, the priority of the
security interests of the Consignors, Mitsui, the Lender, and Chase established
hereunder shall only apply to the extent that such security interests are
perfected and enforceable and secure (a) the Consignment Obligations in the case
of the Consignors, (b) the Mitsui Consignment Obligations in the case of Mitsui,
(c) the Term Loan Obligations in the case of the Lender, and (d) the Line of
Credit Obligations in the case of Chase (all such obligations being herein
sometimes called the "Prior Secured Obligations"). Notwithstanding anything to
the contrary herein, to the extent that any obligations of the Debtor to the
Consignors, Mitsui, the Lender, or Chase shall not constitute Prior Secured
Obligations, the security interests securing such obligations shall be
subordinated to perfected and enforceable security interests securing Prior
Secured Obligations. Consignment Obligations which constitute Prior Secured
Obligations are herein sometimes referred to as "Prior Consignment Obligations";
Mitsui Consignment Obligations which constitute Prior Secured Obligations are
herein sometimes referred to as "Prior Mitsui Obligations"; Term Loan
Obligations which constitute Prior Secured Obligations are herein sometimes
referred to as "Prior Term Loan Obligations"; and Line of Credit Obligations
which constitute Prior Secured Obligations are herein sometimes referred to as
"Prior Line of Credit Obligations".
5. The respective rights and priorities of the Lender, the Consignors,
Mitsui and Chase in and to any proceeds realized on account of an insured loss
to all or any portion of the Debtor's assets shall be determined in accordance
with the allocation of such proceeds among such insured assets, and the
Consignors, Mitsui, Chase, and the Lender shall have the same priority to
insurance proceeds allocated to the Consignor and Mitsui Primary Collateral, the
Term Loan Primary Collateral and the Line of Credit Primary Collateral as they
have to the Consignor and Mitsui Primary Collateral, the Term Loan Primary
Collateral and the Line of Credit Primary Collateral itself under Paragraphs 1,
2 and 3 hereof.
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6. The priorities of the security interests established, altered or
specified herein are applicable irrespective of the time or order of attachment
or perfection thereof, the method of perfection, the time or order of filing of
financing statements or taking of possession, or the giving of or failure to
give notice of the acquisition or expected acquisition of purchase money or
other mortgage or security interests. The priorities of any security interests
which are not established, altered or specified herein shall exist and continue
in accordance with the applicable provisions of law. The agreements made in
Paragraphs 1, 2, 3, 4 and 5 hereof are solely for the purpose of establishing
the relative priorities of the Lender, Mitsui, the Consignors, and Chase and
shall not inure to the benefit of any other person or entity except the
respective successors and assigns of the Lender, the Consignors, Mitsui, and
Chase.
7. In order to effect the foregoing priorities, the parties hereto
agree that all proceeds of Collateral and the Marks shall be distributed (net of
any and all costs and expenses, including, without limitation, reasonable
attorneys' fees and expenses, incurred by any party in realizing upon such
proceeds) in accordance with the following procedures:
(a) All of the Consignor and Mitsui Primary Collateral shall
be distributed to the Consignors and Mitsui (on a pro rata basis) for
application to the Prior Consignment Obligations and Prior Mitsui
Obligations (on a pro rata basis) until the Prior Consignment
Obligations and Prior Mitsui Obligations are paid in full. After the
Prior Consignment Obligations and Prior Mitsui Obligations are paid in
full, any remaining Consignor and Mitsui Primary Collateral shall be
distributed to Chase for application to the Prior Line of Credit
Obligations until the Prior Line of Credit Obligations are paid in
full.
(b) All of the Term Loan Primary Collateral shall be
distributed to the Lender for application to the Prior Term Loan
Obligations until the Prior Term Loan Obligations are paid in full.
After the Prior Term Loan Obligations are paid in full, any remaining
Term Loan Primary Collateral shall be distributed to Chase until the
Prior Line of Credit Obligations are paid in full. After the Prior Term
Loan Obligations and the prior Line of Credit Obligations are paid in
full, any remaining Term Loan Primary Collateral shall be distributed
to the Consignors and Mitsui (on a pro rata basis) for application to
the Prior Consignment Obligations and Prior Mitsui Obligations until
the Prior Consignment Obligations and Prior Mitsui Obligations are paid
in full for application to the Prior Line of Credit Obligations.
(c) All of the Line of Credit Primary Collateral shall be
distributed to Chase for application to the Prior Line of Credit
Obligations until the Prior Line of Credit Obligations are paid in
full. After the Prior Line of Credit Obligations are paid in full, any
remaining Line of Credit Primary Collateral shall be distributed to the
Consignors and Mitsui (on a pro rata basis) for application to the
Prior Consignment Obligations and Prior Mitsui Obligations until the
Prior Consignment Obligations and Prior Mitsui Obligations are paid in
full.
Chase and the Lender agree that funds received directly or
indirectly from the Debtor or MAJ Delaware (to the extent applicable)
which are Consignor and Mitsui Primary Collateral will be promptly
remitted to the Consignors and Mitsui (on a pro rata
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basis) for application in accordance with Paragraph 7(a) hereof. The
Consignors, Mitsui and Chase agree that funds received directly or
indirectly from the Debtor or MAJ Delaware which are Term Loan Primary
Collateral will be promptly remitted to the Lender for application in
accordance with Paragraph 7(b) hereof. The Consignors, Mitsui and the
Lender agree that funds received directly or indirectly from the Debtor
or MAJ Delaware which are Line of Credit Primary Collateral will be
promptly remitted to Chase for application in accordance with Paragraph
7(c) hereof.
8. Prior to the Acceleration Date (as hereinafter defined in Paragraph
9), the Lender, Chase, Mitsui and the Consignors may, subject to applicable
bankruptcy and insolvency laws, collect their respective obligations from the
Debtor at the time and in the manner set forth in the Term Loan Agreements, the
Consignment Agreement (and agreements referred to therein), the Mitsui
Consignment Agreement or the Line of Credit, as the case may be, without any
obligation to remit such collections pursuant to Paragraph 7 hereof.
9. (a) The Lender, Chase, Mitsui and each of the Consignors agree to
notify each other, in writing, immediately upon making any demand under any
obligation of the Debtor or declaring any obligation of the Debtor to be due and
payable prior to the scheduled maturity of such obligation (the earlier to occur
of (a) the date that notice of such demand or declaration is first given to the
parties hereto, and (b) the date on which any bankruptcy or insolvency
proceeding is commenced by or against the Debtor being hereinafter referred to
as the "Acceleration Date", and the notice being hereinafter referred to as an
"Acceleration Notice").
(b) JPMorgan, Mitsui, Lender and each of the Consignors (a
"Creditor" and collectively the "Creditors") shall not take any action
with respect to collection of, foreclosure upon or sale, exchange or
other disposition of any of the collateral securing the Consignment
Obligations, the Mitsui Consignment Obligations, the Term Loan
Obligations or the Line of Credit Obligations (collectively the
"Collateral") for a period of five (5) Business Days (or such shorter
period as the Creditors may hereafter agree to in writing) after the
Acceleration Date without the prior written consent of the other
Creditors, provided, however, if such Creditor (i) holds a first
priority lien against a portion of the Collateral in accordance with
the terms of this Agreement, and (ii) has determined, in the exercise
of its business judgment, that it must act to preserve and/or protect
such portion of the Collateral from a material diminution in value,
then, and only in such event, may such first priority lienholder take
such action upon giving the other Creditors contemporaneous notice of
its action to preserve and/or protect such Collateral. For the purposes
of this Agreement, "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which banks in the city in which the
principal office of any Creditor is located are authorized to close.
10. Promptly after an Acceleration Notice or Acceleration Date,
whichever first occurs:
(a) The Lender shall furnish Chase, Mitsui and the Consignors
with a written statement of the outstanding balance of loans or
advances made by the Lender to the Debtor as of the Acceleration Date
and the date any Acceleration Notice is received by
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the non-accelerating (or later accelerating) party (the date of receipt
of any Acceleration Notice being herein referred to as the "Notice
Date").
(b) Chase, Mitsui and the Consignors shall furnish the Lender
and each other with a written statement of the outstanding balance of
extensions of credit and other obligations of the Debtor to Chase,
Mitsui and the Consignors as of the Acceleration Date and the Notice
Date.
(c) The Lender, Chase, Mitsui, and the Consignors may proceed
to liquidate and realize upon the Collateral, for the benefit of the
Lender, Chase, Mitsui, and the Consignors, to the extent permitted by
the respective security agreements executed by the Debtor, and to
exercise any and all rights and remedies granted to the Lender, Chase,
Mitsui, and the Consignors with respect to the Collateral, in such
manner and at such times as each shall deem proper, the proceeds
thereof to be distributed in accordance with the provisions of
Paragraph 7 hereof. Each of the Lender, Chase, Mitsui, and the
Consignors agrees to consult with the other in connection with its
exercise of such rights and remedies. The Lender, Chase, Mitsui, and
the Consignors shall be entitled to retain from each distribution of
the realizations on the Collateral the expenses of such realizations,
including, without limitation, reasonable attorneys' fees.
11. Each party agrees to use its best efforts to give to the other
parties copies of any notice of the occurrence or existence of an Event of
Default (as defined in each party's respective Agreement with the Debtor) sent
to the Debtor simultaneously with the sending of such notice to the Debtor, but
failure to do so shall not affect the validity of such notice or create a cause
of action against the party failing to give such notice or create any claim or
right on behalf of any person. The sending of such notice shall not give the
recipient the obligation or right to cure such Event of Default.
12. Neither the Lender, Chase, Mitsui nor the Consignors shall sell,
assign or transfer their security interest in, respectively, the Consignor and
Mitsui Primary Collateral or Term Loan Primary Collateral or the Line of Credit
Primary Collateral unless it shall first have given notice thereof to each
other, delivered a copy of this Agreement to the transferee and delivered to
such other an agreement by such transferee to be bound by the terms of this
Agreement, in form, scope and substance satisfactory to such other. Nothing in
this Paragraph 12 shall restrict the right of the Lender, Chase, Mitsui or
Consignors to grant a blanket security interest to its own lenders or the right
of Lender to include the Term Loan Agreement in a securitization.
13. The Lender and Chase acknowledge that this Agreement constitutes
written notice to the Lender and Chase, for purposes of the Uniform Commercial
Code, that the Consignors and Mitsui have or expect to deliver gold on
consignment to the Debtor from time to time. Chase further agrees (i) to
cooperate, for purposes of the Consignors' and Mitsui's exercise of rights to
dispose of Consignor and Mitsui Primary Collateral, with the Consignors' and
Mitsui's use of all trademarks and tradenames of the Debtor, and (ii) not to
sell or otherwise dispose of any of such trademarks and tradenames, without the
consent of the Consignors and Mitsui, until the Consignment Obligations and
Mitsui Consignment Obligations (on a pro rata basis) are paid in full or there
is no remaining Consignor and Mitsui Primary Collateral (whichever first
occurs).
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14. In the event that each of the Consignors, Mitsui, the Lenders and
Chase has security interests in accounts of the Debtor payable by the same
account debtor, all payments made by such account debtor with respect to such
accounts shall be applied to the oldest outstanding account payable by such
account debtor; provided, however, that if such oldest outstanding account is
the subject of a bona fide dispute and the account debtor specifically indicates
that for this reason it wishes to have its payment applied to a more recent,
non-disputed account, such payment shall be applied to the non-disputed account.
15. The Lender, Chase, Mitsui and each Consignor may, without notice of
or consent of the other, amend, modify, waive any term of, and, except as may be
specifically agreed to the contrary herein, exercise any rights under and
otherwise deal with any loan agreement, consignment agreement, guaranty
agreement, security agreement or other agreement which it may have entered into
with the Debtor.
16. All notices to be given hereunder shall be given at the address for
a party set forth on the signature page hereof or, if a party is added to this
Intercreditor Agreement by an amendment hereto, then for such party, at the
address set forth on the signature page to the applicable amendment to the
Intercreditor Agreement, or to such other address as a party may designate for
itself by like notice and shall be deemed to have been validly served, given or
delivered (i) on the fourth (4th) day following deposit in the United States
mails (by registered or certified mail), with proper postage prepaid, (ii) on
the day of transmittal by telex, cable or other electronic communication device
capable of providing a written document (provided the transmitting machine
generates a report confirming delivery of the document to the proper number, or
(iii) if sent by overnight delivery service, when received or when delivery is
refused.
17. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed in such state, shall not be modified, amended or terminated except in
a writing signed by all parties hereto, and shall be binding upon and inure to
the benefit of the Lender, the Consignors, Mitsui and Chase and their respective
successors, designees and assigns. All terms used herein which are defined in
the Uniform Commercial Code shall have the meaning therein stated, unless the
context otherwise requires.
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IN WITNESS WHEREOF, the Lender, the Consignors, Mitsui and Chase have
duly executed or caused this Agreement to be duly executed as of the day and
year first above written.
GENERAL ELECTRIC CAPITAL BUSINESS
ASSET FUNDING CORPORATION
By
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Title
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Address: ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
SOVEREIGN PRECIOUS METALS, LLC
By
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Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
ABN AMRO BANK N.V.
By
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By
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Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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COMMERZBANK INTERNATIONAL, S.A.
By
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By
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Address: Two World Financial
Center, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
MITSUI & CO., PRECIOUS METALS INC.
By
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By
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
JPMORGANCHASE BANK
By
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Title
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Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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SCHEDULE A
Collateral Description - Sovereign Precious Metals, LLC, as collateral agent
All gold bullion, gold granule and other gold or precious metals in whatever
form including all substitutions, replacements and products in which any such
gold or other precious metals are incorporated or into which such gold or other
precious metals are processed or converted, whether now owned or hereafter
acquired by Debtor or in which Debtor now or hereafter acquires an interest, and
all additions and accessions thereto and all replacements and substitutions
therefor and all proceeds and products of all of the foregoing, wherever
situated.
All inventory now owned or hereafter acquired by Debtor or in which Debtor now
or hereafter acquires an interest, including all merchandise, returned and
repossessed goods, raw materials, goods in process, finished goods and proceeds
therefor (hereinafter called the "Inventory"), and all accounts of Debtor,
including all accounts receivable, notes, drafts, acceptances, chattel paper,
electronic chattel paper and other forms of obligations and receivables now
owned or hereafter arising from Inventory sold or otherwise disposed of by
Debtor and all proceeds and products thereof.
SCHEDULE B
Collateral Description - Mitsui & Co. Precious Metals, Inc.
All gold bullion, gold granule and other gold or precious metals in whatever
form including all substitutions, replacements and products in which any such
gold or other precious metals are incorporated or into which such gold or other
precious metals are processed or converted, whether now owned or hereafter
acquired by Debtor or in which Debtor now or hereafter acquires an interest, and
all additions and accessions thereto and all replacements and substitutions
therefor and all proceeds and products of all of the foregoing, wherever
situated.
All inventory now owned or hereafter acquired by Debtor or in which Debtor now
or hereafter acquires an interest, including all merchandise, returned and
repossessed goods, raw materials, goods in process, finished goods and proceeds
therefor (hereinafter called the "Inventory"), and all accounts of Debtor,
including all accounts receivable, notes, drafts, acceptances, chattel paper,
electronic chattel paper and other forms of obligations and receivables now
owned or hereafter arising from Inventory sold or otherwise disposed of by
Debtor and all proceeds and products thereof.
SCHEDULE C
Collateral Description -
General Electric Capital Business Asset Funding Corporation
Jewelry Manufacturing molds, casts, dyes, tools, machinery and equipment, as
more specifically identified in the schedule to the UCC-1 Financing Statement on
record with the New York Department of State and all additions and accessions
thereto and all replacements and substitutions therefore and all proceeds and
products of all of the foregoing, wherever situated.
