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Exhibit No. 10.41
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AMENDED AND RESTATED
INTERCREDITOR AGREEMENT
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AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of January 28,
1999, by and among ABN AMRO BANK N.V., NEW YORK BRANCH, CREDIT SUISSE FIRST
BOSTON, FLEET PRECIOUS METALS INC., and PARIBAS (collectively, in their capacity
as consignors under the Consignment Agreements referred to below, the
"Consignors", and individually, a "Consignor"); THE CHASE MANHATTAN BANK
("Chase"); and GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION (the
"Lender").
W I T N E S S E T H
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WHEREAS, the Consignors, severally and not jointly, may (in their sole
and individual discretion) extend financial accommodations to XXXXXXX XXXXXXX
JEWELERS, INC., a Delaware corporation (the "Debtor") pursuant to certain
Consignment Agreements or Amended and Restated Consignment Agreements, dated
August 20, 1993 in the case of Fleet Precious Metals Inc. and ABN AMRO Bank
N.V., New York Branch, January 31, 1994 in the case of Credit Suisse First
Boston and October 23, 1998 in the case of Paribas, between the Debtor and each
of the Consignors (as amended and as the same may be amended from time to time,
the "Consignment Agreements"); and
WHEREAS, the Debtor, the Consignors and Fleet Precious Metals Inc., for
itself and as agent for the Consignors (the "Agent"), are parties to a Security
Agreement dated August 20, 1993 (as amended and as the same may be amended from
time to time, the "Consignor Security Agreement"); and
WHEREAS, the Debtor has granted each Consignor a security interest in
the property described on Schedule A hereto (such property, described in
Schedule A, is hereinafter referred to as the "Collateral" and includes but is
not limited to the Equipment hereinafter referred to) 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 Agreements or with respect to forward contracts for the purchase or
sale of precious metal (collectively the "Consignment Obligations"); and
WHEREAS, MA BRANDS, INC., a Delaware corporation ("MAJ Delaware") and
Fleet Precious Metals Inc., for itself and as Agent for the Consignors, are
parties to a certain Security Agreement (Trademark and Service Marks) dated
______, 1999 (the "Consignor Trademark Assignment") pursuant to which MAJ
Delaware has granted a security interest in the Marks (as defined in the
Consignor Trademark Assignment) in order to secure the Consignment Obligations;
and
WHEREAS, Chase may (in its sole and individual discretion) extend
financial accommodations to the Debtor pursuant to a certain Line of Credit
Agreement dated as of
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September 12, 1994 between the Debtor and Chase (as amended and as the same may
be amended from time to time, the "Line of Credit Agreement"); and
WHEREAS, the Debtor and Chase have entered into a Security Agreement
dated September 12, 1994 (as amended and as the same may be amended 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 Agreement (collectively the "Line of Credit Obligations");
and
WHEREAS, MAJ Delaware and Chase are parties to a certain Security
Agreement (Trademark and Service Marks) dated ______, 1999 ((as the same may be
amended from time to time, "Chase Trademark Security Agreement") pursuant to
which MAJ Delaware has granted a security interest in the Marks in order to
secure 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 the date hereof (as the
same may be amended from time to time, the "Term Loan Agreement"), the Debtor
has granted to the Lender a security interest in the property described on
Schedule B hereto (such property being hereinafter referred to as the
"Equipment"), pursuant to a Security Agreement dated the date hereof (as the
same may be amended from time to time, the "Term Loan Security Agreement") from
the Debtor to the Lender (the Term Loan Agreement and Term Loan 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 $10,500,000 (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 (all such obligations being hereinafter
referred to as the "Term Loan Obligations"); and
WHEREAS, the Consignors and the Agent are parties to an Amended and
Restated Collateral Sharing Agreement dated August 20, 1993, as amended and as
the same may be amended and otherwise modified from time to time, pursuant to
which the Consignors established among themselves the priority of their security
interests in the Collateral and have provided for the enforcement of such
security interests; and
WHEREAS, the Consignors, on the one hand, and 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;
NOW, THEREFORE, in consideration of the mutual premises herein
contained, it is hereby agreed as follows:
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1. As security for the Consignment Obligations, the security interest
of the Consignors 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 shall have priority being
hereinafter collectively referred to as the "Consignor 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 normal invoice but 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;
(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, that returned or replevined
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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;
(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.
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 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 have or may acquire
therein.
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
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 or the Lender has or may acquire therein.
4. Notwithstanding anything to the contrary herein, the priority of the
security interests of the Consignors, 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, (b) the
Term Loan Obligations, exclusive of any indebtedness of the Debtor to the Lender
for money borrowed other than the indebtedness (including interest and premiums
thereon) evidenced by the Term Note, and (c) the Line of Credit Obligations (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, 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"; 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".
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5. The respective rights and priorities of the Lender, the Consignors,
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,
Chase, and the Lender shall have the same priority to insurance proceeds
allocated to the Consignor Primary Collateral, the Term Loan Primary Collateral
and the Line of Credit Primary Collateral as they have to the Consignor Primary
Collateral, the Term Loan Primary Collateral and the Line of Credit Primary
Collateral itself under paragraphs 1, 2 and 3 hereof.
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, 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, 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 Primary Collateral shall be
distributed to the Consignors for application to the Prior Consignment
Obligations until the Prior Consignment Obligations are paid in full.
After the Prior Consignment Obligations are paid in full, any remaining
Consignor 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 for application to the Prior Consignment Obligations
until the Prior Consignment Obligations are paid in full.
(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 for
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application to the Prior Consignment Obligations until the Prior
Consignment Obligations are paid in full.
Chase and the Lender agree that funds received directly or indirectly
from the Debtor or MAJ Delaware which are Consignor Primary Collateral will be
promptly remitted to the Consignors for application in accordance with paragraph
7(a) hereof. The Consignors 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 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, 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
Agreements (and agreements referred to therein) or the Line of Credit Agreement,
as the case may be, without any obligation to remit such collections pursuant to
paragraph 7 hereof.
9. The Lender, Chase, 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").
10. Promptly after an Acceleration Notice or Acceleration Date,
whichever first occurs:
(a) The Lender shall furnish Chase 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 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 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 and the
Consignors as of the Acceleration Date and the Notice Date.
(c) The Lender, Chase and the Consignors may proceed to
liquidate and realize upon the Collateral, for the benefit of the
Lender, Chase 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 and the
Consignors
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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 and the Consignors agrees to consult with the other in
connection with its exercise of such rights and remedies. The Lender,
Chase 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 Borrower) 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 to cure such Event of Default.
12. Neither the Lender, Chase nor the Consignors shall sell, assign or
transfer their security interest in, respectively, the Consignor Primary
Collateral or Term Loan Primary Collateral or the Line of Credit Primary
Collateral unless it shall first have given notice thereof to the 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 or Consignor 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 expect to deliver gold on consignment to the Debtor
from time to time. Chase further agrees (i) to cooperate, for purposes of the
Consignors' exercise of rights to dispose of Consignor Primary Collateral, with
the Consignors' 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, until the Consignment Obligations are paid in
full or there is no remaining Consignor Primary Collateral (whichever first
occurs).
14. In the event that each of the Consignors 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 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,
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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, 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 orally,
and shall be binding upon and inure to the benefit of the Lender, the
Consignors, 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.
18. The provisions contained herein shall, effective the date hereof,
be deemed to supersede the terms of the Amended and Restated Intercreditor
Agreement dated August 20, 1993 among the Consignors, Chase and others.
IN WITNESS WHEREOF, the Lender, the Consignors, 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: /s/ Xxxxx Xxxx
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Title: Sr. Vice President
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Address: 00000 X.X. 0xx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telecopier: (000) 000-0000
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FLEET PRECIOUS METALS INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Title: Vice President
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By: /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Vice President
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Address: 000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Telecopier: (000) 000-0000
ABN AMRO BANK N.V., NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President
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By: /s/ Xxx Xxxxxxxxx
--------------------------------
Title: Vice President
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Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telecopier: (000) 000-0000
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Title: Director
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By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Title: Vice President
-----------------------------
Address: 00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopier: (000) 000-0000
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PARIBAS
By: /s/ Xxx Xxxxxxxxx
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Title: Vice President
--------------------------
By: /s/ Xxxxxx X. Xxxx
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Title: Director
--------------------------
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx X. Xxxxxxxxx
Telecopier: (000) 000-0000
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
--------------------------
Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telecopier: (000) 000-0000
Consented and agreed to:
XXXXXXX XXXXXXX JEWELERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Title: Treasurer
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MA BRANDS, INC.
By: /s/ Xxxxxxx X. Paoelercio
--------------------------------
Title: Asst. Treasurer
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SCHEDULE A TO INTERCREDITOR AGREEMENT
AMONG
ABN AMRO BANK N.V., NEW YORK BRANCH, CREDIT SUISSE FIRST BOSTON, FLEET PRECIOUS
METALS INC., PARIBAS, THE CHASE MANHATTAN BANK, and GENERAL ELECTRIC CAPITAL
BUSINESS ASSET FUNDING CORPORATION
(a) ACCOUNTS, CONTRACT RIGHTS AND OTHER RIGHTS TO PAYMENT: Any
and all accounts, contract rights and other rights to the payment of
money or other forms of consideration of any kind at any time owing or
to be owing to the Debtor (whether classified under the Uniform
Commercial Code as accounts, contract rights, chattel paper, general
intangibles, or otherwise) including, but not limited to accounts
receivable, notes, drafts, acceptances, rights arising out of
overpayments of taxes and all other debts, obligations and liabilities
in whatever form owing to the Debtor from any person, firm,
governmental authority, corporation or any other legal entity, all
guarantees, security interests, liens and other security for payment
thereof, and all of the Debtor's rights to goods sold (delivered,
undelivered, in transit or returned) which may be represented thereby;
(b) INVENTORY: All gold bullion, gold granule and other gold or
precious metals in whatever form including all substitutions,
replacements and products in which such gold or precious metals are
incorporated or into which such gold or precious metals are processed
or converted, whether now owned or hereafter acquired by the Debtor or
in which the Debtor now or hereafter acquires an interest; all diamonds
and all precious and semi-precious stones including all substitutions,
replacements and products in which such diamonds or stones are
incorporated, whether now owned or hereafter acquired by the Debtor or
in which the Debtor now or hereafter acquires an interest; and all
inventory now or hereafter owned by the Debtor or in which the Debtor
now or hereafter acquires an interest, including all merchandise, raw
materials, goods in process, and finished goods;
(c) OTHER PERSONAL PROPERTY: All tangible and intangible
personal property now or hereafter owned by the Debtor or in which the
Debtor now or hereafter acquires an interest, including without
limitation, all machinery, equipment, motor vehicles, furniture,
furnishings, office supplies, general intangibles, patents, trademarks,
tradenames, instruments, documents of title, policies and certificates
of insurance (other than those for life insurance policies),
securities, bank deposits, checking accounts and cash, now owned by the
Debtor or which may be acquired by the Debtor hereafter, wherever
situated;
together with all substitutions and replacements for any of the
foregoing property and all products and proceeds of any and all of the
foregoing property and, in the case of all tangible Collateral,
together with (i) all accessories, attachments, parts (including spare
parts), accessions and repairs now or hereafter attached or affixed to
or used in connection with any such goods, and (ii) all documents of
title, policies and certificates of insurance (other than life
insurance policies and certificates), securities, chattel paper, or
other documents or instruments evidencing or pertaining thereto; and
all files,
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correspondence, computer programs, tapes, discs and related data
processing software owned by the Debtor or in which the Debtor has an
interest which contain information identifying or pertaining to any of
the Collateral, or any account debtor, or showing the amounts thereof
or payments thereon, or otherwise necessary or helpful in the
realization thereon or the collection thereof, both now owned or
existing or hereafter acquired, created or arising (including, without
limitation, any claims to any items referred to above, and the proceeds
of any insurance with respect thereto and any claims of the Debtor
against third parties for loss of, damage to, or destruction of, any or
all of the Collateral).
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SCHEDULE B TO INTERCREDITOR AGREEMENT
AMONG
ABN AMRO BANK N.V., NEW YORK BRANCH, CREDIT SUISSE FIRST BOSTON, FLEET PRECIOUS
METALS INC., PARIBAS, THE CHASE MANHATTAN BANK, and GENERAL ELECTRIC CAPITAL
BUSINESS ASSET FUNDING CORPORATION
EQUIPMENT. All machinery, equipment (including but not limited
to all jewelry manufacturing equipment),molds, casts, dyes, tools,
furniture, furnishings, and office supplies, now owned by the Debtor or
which may be acquired by the Debtor hereafter, wherever situated;
together with all substitutions and replacements for any of the
foregoing property and all products and proceeds of any and all of the
foregoing property and all accessories, attachments, parts (including
spare parts), accessions and repairs now or hereafter attached or
affixed to or used in connection with any such property.
