Exhibit 10.36
SUBORDINATION AGREEMENT
ATTACHMENT "A"
In consideration of the financial accommodations given, to be given, or
continued by West Coast Bank (hereinafter called "Bank") to microHelix, Inc.,
the Undersigned Creditor hereby agrees as follows:
1. The Undersigned hereby postpones and subordinates the indebtedness of mHL
Development Co., Inc., (hereinafter called "Borrower") evidenced by a Promissory
Note and Security Agreement dated December 15, 1999, in the original amount of
$383,885.00; a Promissory Note and Security Agreement dated February 1, 2000, in
the original amount of $160,000.00; and a Promissory Note and Security Agreement
dated August 1, 2000, in the original amount of $675,000.00; all executed and
delivered by Borrower to the undersigned to any and all indebtedness of Borrower
to Bank, and agrees that no payment of or on any account of the indebtedness so
subordinated shall be made, or security therefore given, if indebtedness of
Borrower to Bank is 15 days or more in default, and further agrees not to
demand, receive or accept any such payment or security. The sole exceptions is
that periodic interest and / or principle may be received or accepted only so
long as the indebtedness of the Borrower to the Bank is current and not in
default. The term "indebtedness" as used herein means the debt evidenced by the
above-described contract, Including interest thereon, and any extensions or
renewals thereof, and all other and future indebtedness of Borrower to the
undersigned.
2. Should any payment, distribution of security or proceeds thereof be received
by the Undersigned upon or with respect to any indebtedness of Borrower to the
Undersigned, should any payment be in default 15 days or more, the Undersigned
shall forthwith deliver the same to Bank, in the form received (except for
endorsement or assignment by the Undersigned where required by Bank), for
application on any indebtedness of Borrower to Bank, and until so delivered, the
same shall be held in trust by the Undersigned as the property of Bank.
3. In the event of any receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, readjustment of indebtedness, composition, reorganization,
whether or not pursuant to bankruptcy laws, sale of all or substantially all of
the assets, dissolution, winding up, liquidation, or any other marshalling of
the assets and liabilities of Borrower, any payment or distribution of assets of
Borrower of any kind or character, whether in cash, securities or other
property, which would otherwise be payable to or deliverable upon or with
respect to any or all indebtedness of Borrower to the Undersigned shall be paid
or delivered directly to Bank for application of any indebtedness of Borrower to
Bank until such indebtedness shall have been fully paid and satisfied. Bank
shall have the right to enforce, collect and receive every such payment or
distribution and give acquittance therefor, and Bank is hereby authorized, as
attorney-in-fact for the Undersigned, to vote and prove the indebtedness of
Borrower to the Undersigned in any of the above-described proceedings or in any
meeting of creditors of Borrower relating thereto.
4. The Undersigned shall not assign, transfer, hypothecate or dispose of any
claim it has or may have against Borrower while any indebtedness of Borrower to
Bank remains unpaid, without the written consent of Bank.
5. The Undersigned shall, promptly upon receipt, endorse and deliver to Bank all
notes or other instruments now or hereafter issued which evidence any
indebtedness of Borrower to the Undersigned.
6. This agreement shall constitute a continuing agreement or subordination, and
Bank may, without notice to the Undersigned, lend monies, extend credit and make
other financial accommodations to or for the account of Borrower on the faith
hereof until written notice of revocation of this agreement as to future
transactions shall be delivered to Bank by the Undersigned. Any such notice
revocation shall not affect this agreement in relation to any obligations or
liabilities of Borrower then existing.
7. Bank, at any time and from time to time, either before or after any such
notice of revocation, may enter into such agreement or agreements with Borrower
as Bank may deem proper extending the time of payments or renewing or otherwise
altering the terms of all or any of the indebtedness of Borrower to Bank or
affecting any security underlying any or all of such indebtedness, or may
exchange, sell or surrender or otherwise deal with any security, or may release
any balance of funds of Borrower with Bank, without notice to the undersigned
and without in any way impairing or affecting this agreement.
8. Bank's delay in or failure to exercise any right or remedy shall not be
deemed a waiver of any obligation of the Undersigned or right of Bank. This
agreement may be modified, and any of Bank's rights hereunder waived, only by
agreement in writing signed by Bank.
9. This agreement shall inure to the benefit of Bank's successors and assigns
and bind the heirs, legatees, personal representatives, successors and assigns
of the Undersigned.
10. Notice of acceptance by Bank of this agreement is hereby waived by the
Undersigned, and this agreement and all of the terms and provisions hereof shall
immediately be binding upon the Undersigned from the date of execution hereof.
11. This agreement shall be construed and governed by the laws of the State
of Oregon.
IN WITNESS WHEREOF, the Undersigned have executed this agreement this 21st day
of December.
CREDITOR: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇
By: /s/
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
WEST COAST BANK
By: /s/
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Authorized Signer for
WEST COAST BANK
