Exhibit 10.2
INTERCREDITOR AGREEMENT
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THIS INTERCREDITOR AGREEMENT ("AGREEMENT") is dated as of May 7, 1997, by
and between LASALLE BUSINESS CREDIT, INC. ("LASALLE"), XXXXXX X. XXXXXX, XX., as
agent for the entities listed on Schedule 1 attached hereto ("SELLER"), THE
CRUTTENDEN XXXX BRIDGE FUND, LLC ("CRUTTENDEN"), IMPERIAL BANK ("IMPERIAL"), THE
ANTIGUA GROUP, INC. ("ANTIGUA"), SOUTHHAMPTON ENTERPRISES, CORP. ("PARENT") and
SOUTHHAMPTON ENTERPRISES, INC. ("SEI")
RECITALS
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A. ANTIGUA has obtained from LASALLE: (a) a revolving line of credit in the
maximum principal amount of Twelve Million Dollars ($12,000,000.00) (as the same
may be hereafter amended, modified, renewed or replaced, including any such
amendment, modification, renewal or replacement which increases the maximum
principal amount thereof, "REVOLVER") ; (b) a term loan in the principal amount
of Seven Hundred Seventy-Five Thousand Dollars ($775,000.00) ("TERM LOAN A");
and (c) a term loan in the principal amount of Three Million Five Hundred
Thousand Dollars ($3,500,000.00) ("TERM LOAN B"). As used herein, the term
"LASALLE LOANS" shall mean collectively the REVOLVER, the TERM LOAN A and the
TERM LOAN B, and any amendments thereto. The LASALLE LOANS are secured by
security interests in all of ANTIGUA'S now owned or hereafter acquired assets.
SEI and the PARENT have guaranteed the LASALLE LOANS and have granted to LASALLE
security interests in all of their respective assets as security for the
obligations under such guarantees.
B. ANTIGUA has obtained from IMPERIAL a loan in the principal amount of Two
Million Five Hundred Thousand Dollars ($2,500,000.00) ("IMPERIAL LOAN") which is
secured by security interests in all of the assets of ANTIGUA. The PARENT and
SEI have guaranteed the IMPERIAL LOAN and have granted to IMPERIAL security
interests in all of their respective assets as security for the obligations
under such guaranties.
C. The PARENT is indebted to the SELLER as evidenced by three (3)
promissory notes of even date herewith in the aggregate principal amount of Six
Million Three Hundred Seventy-Eight Thousand Dollars ($6,378,000.00)
(collectively "SELLER DEBT"). The PARENT'S obligations under the SELLER DEBT are
secured by security interests in all of the assets of the PARENT, ANTIGUA and
SEI. ANTIGUA and SEI have guaranteed the SELLER DEBT.
D. ANTIGUA has obtained from CRUTTENDEN a loan in the principal amount of
One Million Twenty Thousand Dollars ($1,020,000.00) ("CRUTTENDEN LOAN") which is
secured by security interests in all of the assets of ANTIGUA. The PARENT and
SEI have guaranteed the CRUTTENDEN LOAN and have granted to CRUTTENDEN
security interests in all of their respective assets as security for the
obligations under such guaranties.
E. The parties wish to agree upon the relative rights and priorities of the
various security interests in the assets of ANTIGUA, the PARENT and SEI.
NOW THEREFORE, in consideration of these premises, the terms and conditions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. Definitions. When used in this AGREEMENT, the following terms
shall have the meanings set forth as definitions in this Section, unless a
specific context clearly requires a different meaning. Terms defined in this
Section or elsewhere in this AGREEMENT shall be in all capital letters
throughout. The singular use of any defined term shall include the plural and
the plural use shall include the singular.
Section 1.1. Antigua Collateral. The term "ANTIGUA COLLATERAL" means
all of the tangible and intangible property of ANTIGUA or in which ANTIGUA has
an interest, whether now owned or hereafter acquired, in which a LENDER has a
security interest, including, but not limited to, all inventory, accounts,
equipment, general intangibles, investment property, chattel paper, instruments,
documents, fixtures, trademarks, patents, and goods and, all proceeds and
products thereof.
Section 1.2. Antigua Stock. The term "ANTIGUA STOCK" means all of the
shares of stock in ANTIGUA in which a LENDER now or hereafter has a security
interest.
Section 1.3. Collateral. The term "COLLATERAL" means any assets or
property which are ANTIGUA COLLATERAL, PARENT COLLATERAL, SEI COLLATERAL,
ANTIGUA STOCK or SEI STOCK.
Section 1.4. Debtors. The term "DEBTORS" means ANTIGUA, the PARENT and
SEI collectively; and the term "DEBTOR" means any one of the DEBTORS
individually.
Section 1.5. Lenders. The term "LENDERS" means collectively LASALLE,
IMPERIAL, CRUTTENDEN, and the SELLERS; and the term "LENDER" means one of the
LENDERS individually.
Section 1.6. Parent Collateral. The term "PARENT COLLATERAL" means all
of the tangible and intangible property of the PARENT or in which the PARENT has
an interest, whether now owned or hereafter acquired, in which a LENDER has a
security interest, including, but not limited to, all inventory, accounts,
equipment, general intangibles, investment property, chattel paper, instruments,
documents, fixtures, trademarks, patents, and goods and all proceeds and
products thereof, but specifically excluding the SEI STOCK.
Section 1.7. Prior Security Interest. The term "PRIOR SECURITY
INTEREST" means a SECURITY INTEREST which, pursuant to the terms of this
AGREEMENT, is prior to another SECURITY INTEREST in the same COLLATERAL.
Section 1.8. SEI Collateral. The term "SEI COLLATERAL" means all of
the tangible and intangible property of SEI or in which SEI has an interest,
whether now owned or hereafter acquired, in which a LENDER has a security
interest, including, but not limited to, all inventory, accounts, equipment,
general intangibles, investment property, chattel paper, instruments, documents,
fixtures, trademarks, patents, and goods, and all proceeds and products thereof,
but specifically excluding the ANTIGUA STOCK.
Section 1.9. SEI Stock. The term "SEI STOCK" means all of the shares
of stock in SEI in which a LENDER now or hereafter has a security interest.
Section 1.10. Security Interest. The term "SECURITY INTEREST" means a
security interest or lien in any or all of the COLLATERAL.
Section 1.11. Senior Lien. The term "SENIOR LIEN" means, as to any
particular COLLATERAL, the SECURITY INTEREST of a LENDER which pursuant to the
terms of this AGREEMENT is senior and prior to the SECURITY INTERESTS of all
other LENDERS in such COLLATERAL.
Section 2. Priority Of Security Interest. The parties hereto hereby agree
as follows:
Section 2.1. Priority Of Security Interests In Antigua Collateral,
Parent Collateral and SEI Collateral. The SECURITY INTEREST of LASALLE in the
ANTIGUA COLLATERAL, the PARENT COLLATERAL and the SEI COLLATERAL shall
constitute a senior and superior security interest in the ANTIGUA COLLATERAL,
the PARENT COLLATERAL and the SEI COLLATERAL, prior in right and entitlement to
any SECURITY INTEREST of IMPERIAL, CRUTTENDEN or the SELLER in the ANTIGUA
COLLATERAL, the PARENT COLLATERAL or the SEI COLLATERAL. The SECURITY INTEREST
of IMPERIAL in the ANTIGUA COLLATERAL, the PARENT COLLATERAL and the SEI
COLLATERAL shall be subject to the PRIOR SECURITY INTERESTS of LASALLE but prior
in right and entitlement to any SECURITY INTEREST of CRUTTENDEN or the SELLER in
the ANTIGUA COLLATERAL, the PARENT COLLATERAL or the SEI COLLATERAL. The
SECURITY INTEREST of CRUTTENDEN in the ANTIGUA COLLATERAL, the PARENT COLLATERAL
and the SEI COLLATERAL shall be subject to the PRIOR SECURITY INTERESTS of
LASALLE and IMPERIAL but prior in right and entitlement to any SECURITY INTEREST
of the SELLER in the ANTIGUA COLLATERAL, the PARENT COLLATERAL or the SEI
COLLATERAL. The SECURITY INTEREST of the SELLER in the ANTIGUA COLLATERAL, the
PARENT COLLATERAL and the SEI COLLATERAL shall be subject to the PRIOR SECURITY
INTERESTS of LASALLE, IMPERIAL and CRUTTENDEN.
Section 2.2. Priority Of Security Interests In Antigua Stock And SEI
Stock. The SECURITY INTEREST of IMPERIAL in the ANTIGUA STOCK and the SEI STOCK
shall constitute a senior and superior security interest in the ANTIGUA STOCK
and the SEI STOCK, prior in right and entitlement to any security interest of
CRUTTENDEN, the SELLER or LASALLE in the ANTIGUA STOCK or the SEI STOCK. The
SECURITY INTEREST of CRUTTENDEN in the ANTIGUA STOCK and the SEI STOCK shall be
subject to the PRIOR SECURITY INTERESTS of IMPERIAL, but prior in right and
entitlement to any SECURITY INTEREST of the SELLER or LASALLE in the ANTIGUA
STOCK or the SEI STOCK. The SECURITY INTEREST of the SELLER in the ANTIGUA STOCK
and the SEI STOCK shall be subject to the PRIOR SECURITY INTERESTS of IMPERIAL
and CRUTTENDEN, but prior in right and entitlement to any SECURITY INTEREST
LASALLE in the ANTIGUA STOCK or the SEI STOCK. As of the date of this AGREEMENT,
LASALLE does not have a SECURITY INTEREST in the SEI STOCK or the ANTIGUA STOCK.
Any SECURITY INTEREST LASALLE hereafter obtains in the ANTIGUA STOCK or the SEI
STOCK shall be subject to the PRIOR SECURITY INTERESTS of IMPERIAL, CRUTTENDEN
and the SELLER.
Section 2.3. Priorities Are Absolute And Unconditional. The priorities
of SECURITY INTERESTS agreed upon by the parties hereto shall apply: (a) at all
times and in all events and circumstances, including before, during and after
any bankruptcy case or other reorganization or insolvency proceeding; and (b)
notwithstanding the priorities which would ordinarily result from the time or
order of attachment or perfection of the respective SECURITY INTERESTS, or the
time of recordation of financing statements or other documents or the time of
giving or failure to give notice of the acquisition or expected acquisition of
purchase money or other SECURITY INTERESTS. Each party, nevertheless, agrees to
make such filings and recordings in the public records to evidence the
priorities set forth herein as any other party may reasonably request. The
subordinations and priorities specified in this AGREEMENT are not dependent or
conditioned upon the perfection, validity, or enforceability of any SECURITY
INTEREST.
Section 3. Limitation On Security Interests. The SECURITY INTERESTS having
the benefit of the priorities as set forth herein shall be limited in the amount
which may be secured by such SECURITY INTERESTS to the following principal
amounts for the following LENDERS, together with all accrued and unpaid interest
thereon: (a) LASALLE -- A principal amount of Seventeen Million Nine Hundred
Forty-Seven Thousand Five Hundred Dollars ($17,947,500.00), together with all
other sums due under or in connection with the LASALLE LOANS or any documents
executed in connection therewith, including, but not limited to, all fees,
enforcement costs and reimbursement and indemnification obligations; (b)
IMPERIAL -- A principal amount equal to the principal balance of the IMPERIAL
LOAN, together with all other sums due under or in connection with the IMPERIAL
LOAN or any documents executed in connection therewith, including, but not
limited to, all fees, enforcement costs and reimbursement and
indemnification obligations; (c) CRUTTENDEN -- A principal amount equal to the
principal balance of the CRUTTENDEN LOAN, together with all other sums due under
or in connection with the CRUTTENDEN LOAN or any documents executed in
connection therewith, including, but not limited to, all fees, enforcement costs
and reimbursement and indemnification obligations; and (d) SELLER -- A principal
amount equal to the principal balance of the SELLER DEBT, together with all
other sums due under or in connection with the SELLER DEBT or any documents
executed in connection therewith, including, but not limited to, all fees,
enforcement costs and reimbursement and indemnification obligations.
Section 4. Disposition Of Antigua Stock Or SEI Stock. Prior to the sale or
other disposition of the ANTIGUA STOCK or the SEI STOCK by a LENDER ("SELLING
LENDER") enforcing its SECURITY INTERESTS in such stock, the SELLING LENDER
shall give not less than thirty (30) calendar days written notice of such
proposed sale or other disposition to the other LENDERS ("SALE NOTICE"). During
the thirty (30) calendar day period after receipt of the SALE NOTICE, any LENDER
holding a SECURITY INTEREST in the stock which is to be sold ("SUBJECT STOCK")
may notify the SELLING LENDER of its intention to purchase from the SELLING
LENDER all of the obligations owed to the SELLING LENDER which are secured by
the SECURITY INTERESTS in the SUBJECT STOCK ("PURCHASE NOTICE"). In providing a
PURCHASE NOTICE to the SELLING LENDER, the LENDER providing the PURCHASE NOTICE
irrevocably commits to purchase from the SELLING LENDER within thirty (30)
calendar days from the date of receipt of the SALE NOTICE all of the obligations
owed to the SELLING LENDER which are secured by the SECURITY INTERESTS in the
SUBJECT STOCK for a purchase price equal to one hundred percent (100%) of the
amount of such obligations, including, but not limited to, principal and
interest, as of the date of payment ("PURCHASE PRICE"). The SELLING LENDER
hereby agrees to sell to the LENDER which timely provides a PURCHASE NOTICE (or
in the event more than one LENDER timely delivers a PURCHASE NOTICE, then to
such LENDER which has the most senior in priority SECURITY INTEREST in the
SUBJECT STOCK) the obligations secured by the SECURITY INTEREST of the SELLING
LENDER in the SUBJECT STOCK, together with all SECURITY INTERESTS securing such
obligations and all documents evidencing such obligations for a purchase price
equal to the PURCHASE PRICE, provided any such sale shall occur within thirty
(30) calendar days after the date of the purchasing LENDER'S receipt of the SALE
NOTICE and shall be made without any warranty or representation by the SELLING
LENDER and without any recourse to the SELLING LENDER.
Section 5. Release Of Liens. Each LENDER holding a SECURITY INTEREST in a
particular item of COLLATERAL (excluding the ANTIGUA STOCK and the SEI STOCK)
which is not the SENIOR LIEN (as to any such item of COLLATERAL each such LENDER
is referred to as a "JUNIOR POSITION LENDER") agrees that in the event of any
sale or other disposition of such COLLATERAL, whether by ANTIGUA, PARENT, SEI,
or by the LENDER holding the SENIOR LIEN in such COLLATERAL, if the LENDER
holding the SENIOR LIEN in such COLLATERAL agrees to
such sale or other disposition and the proceeds of such sale or other
disposition are applied to reduce the obligations secured by the SENIOR LIEN,
the JUNIOR POSITION LENDER shall: (i) have no right to object to the sale or
other disposition of such COLLATERAL or withhold or delay its consent, if such
consent is required for the sale or other disposition of such COLLATERAL; and
(ii) upon the request of the LENDER holding the SENIOR LIEN in such COLLATERAL,
provide all necessary releases of SECURITY INTERESTS held by the JUNIOR POSITION
LENDER necessary in order to accomplish such sale or other disposition free and
clear of all SECURITY INTERESTS of the JUNIOR POSITION LENDER, all without any
consideration or payment to the JUNIOR POSITION LENDER, unless the proceeds from
such sale repay all debt secured by the SENIOR LIEN in such COLLATERAL in full,
in which event any proceeds in excess of the amount used to repay all debt
secured by the SENIOR LIEN in such COLLATERAL in full shall be paid to the
LENDER having the SECURITY INTEREST which is prior to all other SECURITY
INTERESTS outstanding, provided such proceeds are not required by applicable law
to be paid to any other party. The provisions of this Section are solely for the
benefit of the LENDERS holding SENIOR LIENS and the DEBTORS shall have no rights
hereunder.
Section 6. No Third Party Beneficiaries. This AGREEMENT and the terms and
provisions hereof are solely for the benefit of the LENDERS and shall not
benefit in any way any person not specifically a party to this AGREEMENT.
Nothing in this AGREEMENT is intended to affect, limit, or in any way diminish
the SECURITY INTERESTS which any party hereto claims in the assets of any DEBTOR
insofar as the rights of the DEBTORS and third parties are concerned. The
parties hereto specifically reserve any and all of their respective rights,
SECURITY INTERESTS and right to assert SECURITY INTERESTS against any DEBTOR and
any third parties, including guarantors.
Section 7. Termination, Recission, Or Modification. The subordinations,
agreements, and priorities set forth in this AGREEMENT shall remain in full
force and effect regardless of whether any party hereto in the future seeks to
rescind, amend, terminate or reform, by liquidation or otherwise, its respective
agreements with the DEBTORS.
Section 8. Delivery Of Collateral. If any party to this AGREEMENT shall be
in possession of any COLLATERAL subject to its SECURITY INTEREST (including, but
not limited to, certificates evidencing any ANTIGUA STOCK or SEI STOCK, and
blank stock powers relating thereto) after having had its loan paid in full, it
shall deliver (unless otherwise restricted by law and subject in all events to
the receipt of any indemnification of all liabilities arising from such
delivery) or surrender possession of the same to such other party as may be
entitled thereto in accordance with the priorities established pursuant to this
AGREEMENT, without recourse or warranty. SEI and SEC irrevocably direct IMPERIAL
and CRUTTENDEN to deliver the certificates evidencing any ANTIGUA STOCK or SEI
STOCK, together with all stock transfer powers relating
thereto, to the party hereto having a SECURITY INTEREST in the ANTIGUA STOCK and
SEI STOCK subject only to the security interest of such LENDER, at such time as
all obligations owed to IMPERIAL or CRUTTENDEN, as the case may be, which secure
its SECURITY INTEREST in the ANTIGUA STOCK and SEI STOCK are repaid in full.
Section 9. Receipt Of Monies. The parties each agree that should any of
them receive any money from the sale, liquidation, casualty or other disposition
of, or as a result of their SECURITY INTERESTS in, any COLLATERAL as to which it
does not hold the SENIOR LIEN at anytime prior to the payment in full of all of
the obligations owed by the DEBTORS to the parties holding PRIOR SECURITY
INTERESTS, they will (unless otherwise restricted by law) hold the same in trust
for the party holding the SENIOR LIEN in such COLLATERAL and promptly pay over
the same to the party holding the SENIOR LIEN for application to the obligations
of the DEBTORS owed to the party holding the SENIOR LIEN.
Section 10. Bailees. Each of the LENDERS hereby appoints the others as
agent for the purposes of perfecting their respective SECURITY INTERESTS in and
on any of the COLLATERAL; provided that none of them shall have any duty or
liability to protect or preserve any rights pertaining to any of the COLLATERAL
and each of them hereby waives and releases the others from all claims and
liabilities arising pursuant to the others' respective roles as bailee with
respect to the COLLATERAL.
Section 11. Waiver Of Marshalling. Each party to this AGREEMENT hereby
waives any right to require any other party to xxxxxxxx any security or
COLLATERAL or otherwise to compel any other party to seek recourse against or
satisfaction of the indebtedness owed to it from one source before seeking
recourse or satisfaction from another source.
Section 12. Provisions Concerning Insurance. Subject to the priorities,
subordinations, and respective rights of the parties contained in this
AGREEMENT, each party to this AGREEMENT shall be entitled to be designated
secured party and to obtain loss payee endorsements and additional insured
status with respect to any and all policies of insurance now or hereafter
obtained by any DEBTOR insuring against casualty or other loss to any property
of such DEBTOR in which any party may have a security interest, and, in
connection therewith, may file claims, settle disputes, make adjustments and
take any and all other action otherwise then permitted to each party hereto and
regard thereto which it may deem advisable with respect to any assets of the
DEBTORS. The provisions of this AGREEMENT shall govern the parties' respective
rights to insurance proceeds despite any inconsistent provisions or any
inconsistent designation of rights or priorities among secured credits in any
insurance policy.
Section 13. Relation Of Parties. This AGREEMENT is entered into solely for
the purposes set forth in the Recitals above, and, except as is expressly
provided otherwise herein, no party to this
AGREEMENT assumes any responsibility to the other parties to advise such other
parties of information known to such party regarding the financial condition of
any DEBTOR or regarding any collateral of any DEBTOR or of any other
circumstances bearing upon the risk of non-payment of the obligations of any
DEBTOR to the parties hereto. Each party shall be responsible for managing its
relation with the DEBTORS and no party shall be deemed the agent of any other
party for any purpose. Each of the parties hereto may alter, amend, supplement,
release, discharge or otherwise modify any terms of the documents evidencing and
embodying their respective loans without notice to or consent of the others.
Section 14. Notices. Any notice required or permitted by or in connection
with this AGREEMENT shall be in writing and shall be made by facsimile
(confirmed on the date the facsimile is sent by one of the other methods of
giving notice provided for in this Section) or by hand delivery, by Federal
Express, or other similar overnight delivery service, or by certified mail,
unrestricted delivery, return receipt requested, postage prepaid, addressed to
the respective parties at the appropriate address set forth below or to such
other address as may be hereafter specified by written notice by the respective
parties. Notice shall be considered given as of the date of the facsimile or the
hand delivery, one (1) calendar day after delivery to Federal Express or similar
overnight delivery service, or three (3) calendar days after the date of
mailing, independent of the date of actual delivery or whether delivery is ever
in fact made, as the case may be, provided the giver of notice can establish the
fact that notice was given as provided herein. If notice is tendered pursuant to
the provisions of this Section and is refused by the intended recipient thereof,
the notice, nevertheless, shall be considered to have been given and shall be
effective as of the date herein provided.
If to LASALLE:
LASALLE BUSINESS CREDIT, INC.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxxx X. Xxxxxxxxxxx,
Vice President
Fax No.: (000) 000-0000
If to IMPERIAL:
IMPERIAL BANK
0000 Xxxxx Xx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
With a Copy to:
IMPERIAL BANK
0000 Xxxxx Xx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
With A Copy To:
IMPERIAL BANK
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn.: Xxxxxx Xxxxxx, Vice President
Fax No.: (000) 000-0000
If to the SELLER:
XXXXXX X. XXXXXX, XX., As Agent
00000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Fax No.: ______________________
If to CRUTTENDEN:
THE CRUTTENDEN XXXX BRIDGE FUND, LLC:
00000 Xxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
If to ANTIGUA:
THE ANTIGUA GROUP, INC.
0000 X. 00xx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn.: L. Xxxxxx Xxxxxx
Fax No.: (000) 000-0000
If to PARENT:
SOUTHHAMPTON ENTERPRISES, CORP.
0000 Xxxxxxxxx Xxx
Xxxxxx, Xxxxx 00000
Attn.: L. Xxxxxx Xxxxxx
Fax No.: (000) 000-0000
If to SEI:
SOUTHHAMPTON ENTERPRISES, INC.
0000 Xxxxxxxxx Xxx
Xxxxxx, Xxxxx 00000
Attn.: L. Xxxxxx Xxxxxx
Fax No.: (000) 000-0000
Section 15. Choice Of Law. The laws of the State of Maryland (excluding,
however, conflict of law principles) shall govern and be applied to determine
all issues relating to this AGREEMENT and the rights and obligations of the
parties hereto, including the validity, construction, interpretation, and
enforceability of this AGREEMENT and its various provisions and the consequences
and legal effect of all transactions and events which resulted in the execution
of this AGREEMENT or which occurred or were to occur as a direct or indirect
result of this AGREEMENT having been executed.
Section 16. Consent To Jurisdiction; Agreement As To Venue. Each party
hereto irrevocably consents to the non-exclusive jurisdiction of the courts of
the State of Maryland and of the United States District Court For The District
Of Maryland, if a basis for federal jurisdiction exists. Each party hereto
agrees that venue shall be proper in any circuit court of the State of Maryland
or in the United States District Court For The District Of Maryland if a basis
for federal jurisdiction exists and waives any right to object to the
maintenance of a suit in any of the state or federal courts of the State of
Maryland on the basis of improper venue or of inconvenience of forum.
Section 17. Waiver Of Trial By Jury. Each party to this AGREEMENT agrees
that any suit, action, or proceeding, whether claim or counterclaim, brought or
instituted by either party hereto or any successor or assign of any party on or
with respect to this AGREEMENT or which in any way relates, directly or
indirectly, to the dealings of the parties with respect thereto, shall be tried
only by a court and not by a jury. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING.
Section 18. Delivery By Telecopier. This AGREEMENT may be delivered by
telecopier and a telefacsimile of any party's signature shall constitute an
original signature for all purposes.
Section 19. Counterparts. This AGREEMENT may be executed in counterparts
each of which shall be binding upon the signatory but all of which shall
constitute one and the same agreement.
Section 20. Loan Documents. The provisions of this AGREEMENT are intended
by the parties to control any conflicting provisions which are contained in any
loan documents executed by any of the DEBTORS.
Section 21. Binding Nature. This AGREEMENT shall be binding upon, and inure
to the benefit of, the parties and their respective successors and assigns.
Section 22. Effective Date. This AGREEMENT shall be effective as of the
date on which it is designated as being executed, independent of the actual date
each party hereto executes this AGREEMENT, and is intended to constitute an
instrument under
seal.
Section 23. Term Of Agreement. This AGREEMENT shall continue in full force
and effect and shall be irrevocable by any party hereto until the earlier to
occur of the following:
(a) The parties mutually agree in writing to terminate this AGREEMENT;
or
(b) All of the obligations owed by the BORROWER to the parties hereto
are fully paid and satisfied and the respective SECURITY INTERESTS have been
terminated and released of record.
Section 24. Section Titles. The section titles contained in this AGREEMENT
are for convenience only and are without substantive meaning or content of any
kind and shall not be considered part of this AGREEMENT.
IN WITNESS WHEREOF, the parties have duly executed this AGREEMENT under
seal as of the date first above written.
WITNESS/ATTEST: LASALLE BUSINESS CREDIT, INC.
/s/ illegible By /s/ Xxxxxxx X. Xxxxxxxxxxx (SEAL)
Xxxxxxx X. Xxxxxxxxxxx
Vice President
Date: May 7, 1997
WITNESS/ATTEST: IMPERIAL BANK
/s/ illegible By: /s/ Xxxxxx Xxxxxx (SEAL)
Name: Xxxxxx Xxxxxx
Title: Vice President
Date: May 7, 1997
THE ANTIGUA GROUP, INC.
/s/ illegible By: /s/ Xxxxxx X. Xxxxxxx (SEAL)
Xxxxxx X. Xxxxxxx
Vice President - Finance
Date: May 7, 1997
/s/ illegible /s/ Xxxxxx X. Xxxxxx, Xx.
XXXXXX X. XXXXXX, XX., As Agent for
Entities Listed On Schedule 1
Attached Hereto
Date: May 7, 1997
THE CRUTTENDEN XXXX BRIDGE FUND, LLC
/s/ illegible By: /s/ Xxxxxx Xxxxxxx (SEAL)
Name: Xxxxxx Xxxxxxx
Title: Manager
Date: May 7, 1997
SOUTHHAMPTON ENTERPRISES, CORP.
/s/ illegible By: /s/ L. Xxxxxx Xxxxxx (SEAL)
L. Xxxxxx Xxxxxx,
Chief Executive officer
Date: May 7, 1997
WITNESS/ATTEST: SOUTHHAMPTON ENTERPRISES, INC.
/s/ illegible By: /s/ L. Xxxxxx Xxxxxx (SEAL)
L. Xxxxxx Xxxxxx,
Secretary
Date: May 7, 1997
SCHEDULE 1
Sellers
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Xxxxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxx, Trustees under the Xxxxxx X.
Xxxxxx and Xxxx Xxxxxx Revocable Trust of 1988, dated 10/4/88.
Xxxxxx X. Xxxxxx as Custodian Under the Uniform Gifts to Minors Act fbo Xxx
X. Xxxxxx.
Xxxxxx X. Xxxxxx as Custodian Under the Uniform Gifts to Minors Act fbo
Xxxxx X. Xxxxxx.
E. Xxxxx Xxxxxx, Xx., Trustee, E. Xxxxx Xxxxxx, Xx., Revocable Intervivos
Trust dated December 31, 1982.
Xxxxx X. Xxxxxx, Trustee under the 1989 Trust Agreement established
separate irrevocable Gift Trusts f/b/o the children of Xxxxxx and Xxxx
Xxxxxx dated March 7, 1989.
