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Exhibit 10.37
SUBORDINATION OF DEBT AGREEMENT
THIS SUBORDINATION AGREEMENT, made this 12 day of March, 1998, between Blue
Fish Clothing, Inc. (the "Borrower") and Xxxxxxxx X. Xxxxxxx (the Guarantor)
WITNESSETH:
WHEREAS: the Borrower received a loan from Carnegie Bank, N.A. (the
"Bank") in the original amount of One Million Five Hundred Thousand Dollars
($1,500,000.00) (the "Loan") on the 12 day of March, 1998.
WHEREAS, the Loan is unconditionally guaranteed by Xxxxxxxx X. Xxxxxxx
WHEREAS, the Bank has required, as a condition of the Loan, for the
Guarantor and the Borrower to subordinate to the Loan any existing or future
indebtedness by the Borrower to the Guarantor.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein the parties agree as follows:
(1) That the Guarantor agree that any existing and future indebtedness by
the Borrower to the Guarantor will be subject, subordinate and inferior in
priority to the Loan being given to the Borrower by the Bank.
(2) That this subordination shall continue and not be affected by any
future modification, extension or refinance of the Loan by the Bank.
(3) That this subordination shall be for the Loan and for all and any
advances to be made by the Bank under the Loan and the documents supporting the
Loan, in an amount not exceeding One Million Five Hundred Thousand Dollars
($1,500,000.00), for principal, excluding interest, costs and fees associated
with the Loan.
(4) This subordination is binding upon all parties, their successors
and/or assigns.
IN WITNESS WHEREOF, the undersigned have executed this Subordination
Agreement on the date first written above.
WITNESS:
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
WITNESS: BORROWER:
Blue Fish Clothing, Inc.
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxx - President
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Xxxx Xxxxxxx, President
