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EXHIBIT 10.31
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT ("Agreement") is made as of this 30th day
of July, 2002, by WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, in its capacity as Agent and collateral agent for the Banks under
the Bank Credit Agreement described below (the "BANK AGENT"), AVONDALE XXXXX,
INC., an Alabama corporation (the "BORROWER") and THE CIT GROUP/EQUIPMENT
FINANCING, INC., a Delaware corporation (the "EQUIPMENT LENDER").
RECITALS
A. The Borrower has requested that the Equipment Lender make
available to it a term loan in the amount of $20,000,000 (the
"EQUIPMENT LOAN"), secured by certain equipment of the Borrower now or
hereafter located at its plant known as the Alexander City Plant in
Alexander City, Tallapoosa County, Alabama (the "ALEXANDER CITY PLANT")
and its plant known as the Coosa Plant in Rockford, Coosa County,
Alabama (the "COOSA PLANT"), and collectively, the "PLANTS") pursuant
to a Master Security Agreement dated as of even date herewith (as
hereafter amended or supplemented from time to time, the "EQUIPMENT
LENDER SECURITY AGREEMENT"; the Equipment Lender Security Agreement and
all other documents from time to time evidencing, securing or relating
to the Equipment Loan are collectively referred to as the "EQUIPMENT
LENDER LOAN DOCUMENTS"); and
B. In accordance with a Second Amended and Restated Credit
Agreement dated as of September 28, 2000 (as amended to date, and as
hereafter amended or supplemented from time to time, the "BANK CREDIT
AGREEMENT"; the Bank Credit Agreement, the Bank Security Agreement and
Mortgages described below and all other "Loan Documents", as defined in
the Bank Credit Agreement, are collectively referred to as the "BANK
LOAN DOCUMENTS") by and among the Borrower, the Bank Agent and the
Banks party thereto from time to time (the "BANKS"), the Bank Agent has
(i) pursuant to an Amended and Restated Security Agreement dated as of
April 29, 1996, by and between the Borrower and the Bank Agent (as
amended to date, and as it may hereafter be amended or supplemented
from time to time, the "BANK SECURITY AGREEMENT"), a blanket security
interest in all equipment of the Borrower, or in which it has rights,
whether now owned or hereafter acquired, wherever located, including,
without limitation, all machinery, furniture, furnishings, leasehold
improvements, motor vehicles, forklifts, rolling stock, dies and tools
used or useful in the Borrower's business, excluding certain machinery
and equipment listed on Exhibit "B" attached thereto, but including all
"Equipment Lender Equipment Collateral", as defined below
(collectively, the "EQUIPMENT COLLATERAL"), (ii)
pursuant to a Master Mortgage, Deed of Trust, Leasehold Deed of Trust,
Deed to Secure Debt, Leasehold Deed to Secure Debt, Uniform Commercial
Code Security Agreement and Assignment of Leases, Rents and Profits
recorded October 23, 2001, (a) as to the Alexander City Plant (together
with the Bevelle Plant as described in Section 2 below), recorded in
Tallapoosa County, Alabama, Recorded Card No. 165200 (the "ALEXANDER
CITY/BEVELLE MORTGAGE"), and (b) as to the Coosa Plant, recorded in
Coosa County, Alabama, Book 350, Page 484 (the "COOSA MORTGAGE"; the
Alexander City/Bevelle Mortgage and the Coosa Mortgage are collectively
referred to as the "MORTGAGES"), a mortgage and lien on the Alexander
City Plant and the Coosa Plant.
C. The Equipment Lender has required, as a condition for the
Equipment Lender to make the Equipment Loan to the Borrower, that (i)
the Bank Agent subordinate its security interest in the "EQUIPMENT
LENDER EQUIPMENT COLLATERAL", which term shall mean that portion of the
Equipment Collateral that is now located at the Plants or that
hereafter is relocated from one of the Plants to a location other than
a Plant (an "OTHER LOCATION"), other than "Substituted Equipment
Collateral", as defined and provided in Section 1(b) hereof (and the
Borrower agrees not to effect any such relocation, except for
substitutions permitted by Section 1(b) hereof or otherwise permitted
under the Equipment Lender Loan Documents or agreed in writing by the
Equipment Lender) or that hereafter is acquired by the Borrower and
located at the Plants, all general intangibles relating to such
Equipment Collateral, including embedded software, patents, patent
applications, copyrights, inventions and designs and all rights to
payment of money deriving from the ownership or use of such Equipment
Collateral, such as warranty claims and rights of indemnification, all
books and records of the Borrower relating to the foregoing, and all
proceeds of the foregoing, including, without limitation, proceeds of
insurance to the extent relating to the foregoing, and any such
Equipment Lender Equipment Collateral that constitutes fixtures, but
only to the extent such fixtures reasonably can be removed without
doing irreparable damage to such premises, but not including Equipment
Collateral that after the date hereof has been relocated to one of the
Plants from an Other Location, other than "Replacement Equipment Lender
Equipment Collateral", as defined and provided in Section 1(b) hereof
(and the Borrower agrees to not effect any such relocation, except for
substitutions permitted by Section 1(b) hereof or otherwise permitted
under the Bank Loan Documents or agreed in writing by the Bank Agent)
and (ii) that the Bank Agent enter into this Agreement and agrees to
the other terms and provisions hereof.
D. The Bank Agent and the Borrower have agreed to the foregoing,
subject to the terms and conditions hereof, in order to induce
Equipment Lender to make the Equipment Loan to the Borrower.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein, the mutual covenants and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
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1. Subordination; Substitutions.
(a) Subordination. Provided that the "Net Cash
Proceeds" (as defined in the Bank Credit Agreement) of the
Equipment Loan are paid to the Bank Agent as required by the
Bank Credit Agreement, the Bank Agent hereby agrees that,
regardless of the time of attachment or perfection, the
Equipment Lender's right, title and interest in and to the
Equipment Lender Equipment Collateral, and to all proceeds
therefrom (including without limitation insurance proceeds),
whether now in existence or hereafter arising, shall be prior
and superior to the security interest which the Bank Agent now
has or in the future may have in the Equipment Lender
Equipment Collateral, however and whenever arising, but only
to the extent the Equipment Lender Equipment Collateral
secures the principal and interest of the Equipment Loan and
all fees, charges, expenses, indemnification amounts and other
amounts owing by the Borrower to the Equipment Lender under
the Equipment Lender Loan Documents. Bank Agent hereby
subordinates in favor of Equipment Lender in accordance with
the foregoing any such liens which Bank Agent may now have or
in the future may have with respect to the Equipment Lender
Equipment Collateral.
(b) Substitutions. The Bank Agent and the Equipment
Lender hereby agree that from time to time the Borrower may,
upon notice to the Bank Agent and the Equipment Lender
containing a reasonably detailed description of the
substitutions and the Equipment Collateral involved, and
certifying that the terms and conditions of this Section 1(b)
have been satisfied (or will be satisfied upon completion of
the substitution) (i) purchase and locate at a Plant new
Equipment Collateral, or relocate existing Equipment
Collateral from an Other Location to a Plant, in either case
in substitution for existing Equipment Lender Equipment
Collateral to be relocated from a Plant to an Other Location
(such new Equipment Collateral or relocated existing Equipment
Collateral that replaces existing Equipment Lender Equipment
Collateral at a Plant is "REPLACEMENT EQUIPMENT LENDER
EQUIPMENT COLLATERAL", and such existing Equipment Lender
Equipment Collateral that is relocated from a Plant to an
Other Location and has been replaced by Replacement Equipment
Lender Equipment Collateral is "SUBSTITUTED EQUIPMENT");
provided, however, that where any existing Equipment
Collateral is relocated from an Other Location to a Plant as
Replacement Equipment Lender Equipment Collateral, the value,
condition and utility of the Substituted Equipment Collateral
that is relocated to an Other Location from a Plant in
substitution therefor is at least comparable to the value,
condition and utility of such Replacement Equipment Lender
Equipment Collateral. Subject to the foregoing terms and
conditions, upon any such substitution, such Substituted
Equipment Collateral shall no longer constitute Equipment
Lender Equipment Collateral, and such Replacement Equipment
Lender Equipment Collateral shall constitute Equipment Lender
Equipment Collateral.
2. No other Collateral. The Equipment Lender hereby acknowledges
that it does not have and will not seek or obtain a security interest
in or lien on any other property of the
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Borrower, including Equipment Collateral that does not constitute
Equipment Lender Equipment Collateral, and any other type of property
whatsoever, other than the Equipment Lender Equipment Collateral and
the cash and non-cash proceeds thereof. Without limiting the foregoing,
and for the avoidance of doubt, the following property is not included
in the Equipment Lender Equipment Collateral and the Equipment Lender
shall have no security interest in or lien on any such property: (1)
equipment, fixtures and other personal property of the Borrower used in
the Borrower's denim operations located within the plant known as the
Bevelle Plant in Alexander City, Tallapoosa County, Alabama (such plant
being located at, and contained within the same property and building
structure as, the Alexander City Plant and being included in the
Alexander City/Bevelle Mortgage, but having separate and distinct
operations and location within such property and structure); and (2)
equipment, fixtures and other personal property owned by third parties
and leased to the Borrower (a) pursuant to the lease(s) described on
Exhibit A attached hereto, or (b) pursuant to leases or rental
agreements hereafter entered into by the Borrower in respect of
equipment, fixtures or other personal property subsequently acquired by
the Borrower for use in its operations.
3. Equipment Lender's Right of Entry and Removal. The Equipment
Lender hereby is authorized by the Borrower (and the Bank Agent
consents thereto), subject to the requirements and provisions of the
Equipment Lender Loan Documents, to enter the Plants for periodic
inspections of the Equipment Lender Equipment Collateral and, after a
default under the Equipment Lender Loan Documents (following the giving
of such notices and the expiration without cure of all applicable cure
periods as provided therein and in this Agreement), to remove the
Equipment Lender Equipment Collateral from the Plants, whether or not
such removal requires a physical detachment of the Equipment Lender
Equipment Collateral from the Plants or causes injury thereto;
provided, however, that, by its acceptance hereof, the Equipment Lender
agrees to repair, or pay the reasonable cost to repair, any physical
injury to the Plants caused by the removal of the Equipment Lender
Equipment Collateral. The Equipment Lender shall indemnify, defend and
hold harmless the Bank Agent and the Banks from and against any and all
losses, claims, damages, liens and costs (including, without
limitation, reasonable legal fees), resulting from the Equipment
Lender's entrance into the Plants and/or the removal of the Equipment
Lender Equipment Collateral therefrom except to the extent caused by
the Borrower or its employees, agents or contractors or other persons
not retained by the Equipment Lender; provided, however, that the
Equipment Lender shall not be liable for any diminution in the value of
the Plants resulting from the absence of any of the Equipment Lender
Equipment Collateral.
4. Bank Agent's Notice of Default; Standby as to Enforcement. The
Bank Agent shall use reasonable efforts to promptly deliver to the
Equipment Lender a copy of any written notice of any Event of Default
under the Bank Loan Documents (a "BANK LOAN DEFAULT"), or waiver of any
Bank Loan Default, delivered by the Bank Agent to the Borrower. The
failure of the Bank Agent to provide the Equipment Lender with notice
of a Bank Loan Default as required hereunder shall not impair the
rights of the Bank Agent under the Bank Loan Documents or affect its
rights hereunder nor create any cause of action or liability against
the Bank Agent. The Bank Agent agrees that it will not ask for, demand,
xxx for, collect, take, receive, or repossess from Borrower, or
otherwise seek to
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enforce any remedy with respect to, the whole or any part of the
Equipment Lender Equipment Collateral, whether by judicial action or
under power of sale, by self-help, repossession or otherwise, unless
and until the Equipment Loan and all interest, fees and expenses
payable in connection therewith have been paid finally and in full.
5. Equipment Lender's Notice of Default. The Equipment Lender
shall use reasonable efforts to promptly notify the Bank Agent in
writing of any event of default by the Borrower under the provisions of
the Equipment Lender Loan Documents (an "EQUIPMENT LOAN DEFAULT"), and,
unless a bankruptcy case under 11 U.S.C 101 et seq. shall have been
commenced by or against the Borrower, as debtor (a "BANKRUPTCY CASE"),
the Bank Agent shall have the right, but not the obligation, to cure
such Equipment Loan Default on behalf of the Borrower within 30 days
from the date it receives such notice in a manner reasonably acceptable
to the Equipment Lender. During such 30-day period, the Equipment
Lender agrees not to remove or otherwise enforce its remedies with
respect to the Equipment Lender Equipment Collateral; provided,
however, that the Equipment Lender shall have the right during such
period to pursue any other remedies available to the Equipment Lender
under the Equipment Lender Loan Documents that do not impair the use or
operation of the Equipment Lender Equipment Collateral or the Plants.
The failure of Equipment Lender to provide such notice to the Bank
Agent shall not impair the rights of the Equipment Lender under the
Equipment Lender Loan Documents or affect its rights hereunder nor
create any cause of action or liability against the Equipment Lender;
provided, however, that until the Equipment Lender has provided the
Bank Agent notice of and an opportunity to cure the Equipment Loan
Defaults as provided herein, the Equipment Lender shall not remove or
otherwise enforce its remedies with respect to the Equipment Lender
Equipment Collateral; provided, further, however, that from and after
the date of the commencement of a Bankruptcy Case, the Equipment Lender
shall have no obligation to provide any such notice or refrain from
seeking to exercise its remedies with respect to the Equipment Lender
Equipment Collateral. Notwithstanding the foregoing provisions of this
Section 5, the Bank Agent shall have the right to cure no more than 3
Equipment Loan Defaults during any 12 month period.
6. Standstill Provisions. During the "Standstill Period", as
hereafter defined, but subject to the terms and conditions in this
Section 6 and the provisions of Section 7 hereof, the Bank Agent agrees
that, in order to permit the Equipment Lender to seek a purchaser
willing to purchase the Plants and the Equipment Lender Equipment
Collateral for a price (allocated between the Plants and the Equipment
Lender Equipment Collateral as may be acceptable to the Equipment
Lender and the Bank Agent) and on other terms and conditions acceptable
to the Equipment Lender and the Bank Agent or, to enable the Equipment
Lender and the Bank Agent to cooperate in a simultaneous foreclosure of
their respective interests in the Plants and the Equipment Collateral,
in either case prior to the end of the Standstill Period, the Bank
Agent will permit the Equipment Lender to maintain the Equipment Lender
Equipment Collateral at the Plants during the Standstill Period. The
term "STANDSTILL PERIOD" means a period that (A) commences on the date
of the Bank Agent's receipt of a notice of an Equipment Loan Default
pursuant to Section 5; provided, that if such Equipment Loan Default
arises solely by virtue of receipt by the Equipment Lender of a notice
from the Bank Agent of such Bank Loan Default (an
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"EQUIPMENT LOAN CROSS DEFAULT"), no Standstill Period may be commenced
hereunder based on such Equipment Loan Cross Default unless such notice
to the Bank Agent of the Equipment Loan Cross Default has been given
within 30 days of the receipt by the Equipment Lender of such notice
from the Bank Agent of a Bank Loan Default, and (B) terminates on the
earlier to occur of:
(i) the 30th day following the date on which the
Equipment Lender receives from the Bank Agent written notice that the
Bank Agent desires to commence the exercise of foreclosure proceedings
(including advertisement for a sale under power of sale) upon the
Plants; provided, that such notice may not be given prior to 17 months
after commencement of the Standstill Period;
(ii) the commencement of a Bankruptcy Case;
(iii) 30 days after the date on which the Equipment Lender
receives from the Bank Agent written notice of the failure of the
Plants or the Equipment Lender Equipment Collateral to be maintained in
good condition, repair and working order, ordinary wear and tear
excepted and subject to prudent business practices, unless such failure
has been cured to the reasonable satisfaction of the Bank Agent within
such 30 day period;
(iv) 10 days after the date on which the Equipment Lender
receives from the Bank Agent written notice of the failure of the
Equipment Lender Equipment Collateral to be adequately insured, unless
such failure has been cured to the reasonable satisfaction of the Bank
Agent within such 10 day period;
(v) the date on which the Bank Agent receives from the
Equipment Lender written notice that the Equipment Loan Default (other
than an Equipment Loan Cross Default) has been waived or cured;
provided, that in such event, no more than 1 additional Standstill
Period may be commenced under this Section 6, and the Equipment Lender
agrees that it will not give a notice of cure or waiver under this
clause (v) simply for the purpose of avoiding the effect of the final
sentence of this Section 6 or of Section 7 hereof; and
(vi) if the Standstill Period commenced solely due to an
Equipment Loan Cross Default and the Equipment Lender has received from
the Bank Agent written notice that the Bank Loan Default giving rise
thereto has been waived or cured, 10 days after the Equipment Lender's
receipt of such notice, unless during such 10-day period the Bank Agent
receives written notice from the Equipment Lender of the occurrence of
and continued existence of another Equipment Loan Default pursuant to
Section 5 hereof.
The Equipment Lender agrees that, within 10 days after the date the Equipment
Lender receives notice described in clause (i) above, or within 10 days after
the termination of the Standstill Period pursuant to clause (iii) or (iv) above,
it will notify the Bank Agent in writing whether it elects (1) to remove the
Equipment Lender Equipment Collateral from the Plants pursuant to Section 3
hereof, in which event the Equipment Lender will remove, and complete the
removal, of such Equipment Lender Equipment Collateral from the Plants within 3
months from the end
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of the Standstill Period, or (2) to abandon the Equipment Lender Equipment
Collateral, in which event such notice of abandonment shall be accompanied by
appropriate UCC-3 termination statements, terminating the Equipment Lender's
security interest in the Equipment Lender Equipment Collateral, and the Bank
Agent shall be authorized to file such termination statements in the appropriate
public filing offices.
7. Purchase of Equipment Loan. The Equipment Lender and the
Borrower agree that the Bank Agent and the Banks shall have the right
at any time during the Standstill Period to purchase the Equipment Loan
and the Equipment Lender's interest in the Equipment Lender Equipment
Collateral by tendering to the Equipment Lender the outstanding
principal balance of the Equipment Loan, plus all accrued and unpaid
interest thereon and all unpaid fees and charges and unreimbursed
expenses, including reasonable legal fees actually incurred, with
respect thereto, as of the date of purchase. Any such purchase shall be
made without recourse, representation or warranty by the Equipment
Lender. Upon the written request of the Bank Agent, the Equipment
Lender agrees to provide to the Bank Agent from time to time during the
Standstill Period a certificate setting forth the outstanding principal
balance of the Equipment Loan and all accrued and unpaid interest
thereon, and such other information as the Bank Agent may reasonably
request.
8. Protective Advances. The parties agree that any sums
(including reasonable legal fees) expended by the Bank Agent to cure a
default by the Borrower under the Equipment Lender Loan Documents shall
be deemed protective advances secured by the "Collateral", as that term
is defined in the Bank Credit Agreement.
9. Modification of Equipment Lender Loan Documents. The validity
and enforceability of this Agreement shall not be impaired, diminished,
annulled or adversely affected by the modification, alteration,
extension or renewal of any debt obligation of the Borrower to the
Equipment Lender; provided, however, that the Equipment Lender and the
Borrower hereby agree not to amend, modify or supplement the Equipment
Lender Loan Documents in any way without the written consent of the
Bank Agent so as to (i) increase the principal amount of the Equipment
Loan to an amount exceeding $20,000,000 (and the Equipment Lender and
the Borrower agree that principal amounts repaid on account of the
Equipment Loan may not be reborrowed), (ii) shorten the maturity of the
Equipment Loan (other than through the Borrower's voluntary exercise of
its right to prepay all or any portion of the Equipment Loan) or (iii)
change the repayment terms of the Equipment Loan so as to increase the
amount or frequency of the Borrower's payment obligations under the
Equipment Loan (other than through the Borrower's voluntary exercise of
its option to have a fixed interest rate apply to the Equipment Loan as
provided in the Equipment Lender Loan Documents). The validity and
enforceability of this Agreement shall not be impaired, diminished,
annulled or adversely affected by the modification, alteration,
extension or renewal of any debt or other obligations of the Borrower
to the Bank Agent or the Banks.
10. Power to Execute Agreement. Each party hereby certifies,
represents, and warrants to the other parties that it has full power
and authority to execute this Agreement, that the execution and
delivery of this Agreement by the party making such
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representation has been fully authorized and directed, that the persons
executing this Agreement on behalf of the party making such
representation have been duly authorized to do so, and that this
Agreement, once executed, shall be the valid and binding obligation of
the party making such representation enforceable in accordance with its
terms.
11. Notices, Demands and Requests. All notices and other
communications under this Agreement are to be in writing, addressed to
the respective party to the address as set forth below such party's
signature hereto, and shall be deemed to have been duly given (a) upon
delivery, if delivered in person with receipt acknowledged by the
recipient thereof, or via telecopier, (b) one business day after having
been timely deposited for overnight delivery, fee prepaid, with any
reputable overnight courier service, or (c) three business days after
having been deposited in any post office or mail depository regularly
maintained by the U.S. Postal Service and sent by certified mail,
postage prepaid, return receipt requested. Each party may establish a
new address from time to time by written notice to the other given in
accordance with this section; provided, however, that no such change of
address will be effective until written notice thereof is actually
received by the party to whom such change of address is sent. Notice to
additional parties designated by a party entitled to notice are for
convenience only and are not required for notice to a party to be
effective in accordance with this section.
12. Miscellaneous.
(a) Entire Agreement: Modification. This Agreement
supersedes all prior agreements, understandings,
representations and communications between the parties,
whether oral or written, with respect to the transactions
contemplated hereby. Neither this Agreement nor any provisions
hereof will be modified, supplemented or waived, except by an
instrument in writing signed by both parties hereto and then
only to the extent expressly provided in such writing.
(b) Binding Effect. The Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors and assigns, whether by voluntary action
of the parties or by operation of law. The foregoing shall not
be construed to permit assignments or other transfers by the
Borrower otherwise prohibited under the Bank Loan Documents or
the Equipment Lender Loan Documents. Nothing contained in this
Agreement shall impair or otherwise affect the ability of the
Bank Agent, the Banks or the Equipment Lender to assign or
otherwise transfer their rights under the Bank Loan Documents
or the Equipment Lender Loan Documents, respectively, as may
be provided therein. If any party hereto consists of more than
one person or entity, the obligations and liabilities of each
such person or entity hereunder shall be joint and several.
(c) Applicable Law. This Agreement and all the rights and
obligations hereunder will be governed in accordance with the
laws of the State of Georgia (without regard to its conflict
of laws principles).
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(d) Enforceability. If any provision of this Agreement is
found by competent judicial authority to be invalid or
unenforceable, the other provisions of this Agreement that can
be carried out without the invalid or unenforceable provision
will not be affected, and such invalid or unenforceable
provision will be ineffective only to the extent of such
invalidity or unenforceability and shall be construed to the
greatest extent possible to accomplish fairly the purposes and
intentions of the parties hereto. All rights and remedies
under this Agreement are distinct and cumulative not only as
to each other but as to any rights or remedies afforded by law
or equity. They may be exercised together, separately or
successively. Any failure by a party to exercise any of its
remedies does not constitute a waiver of that remedy in the
future as to the same or any other default.
(e) Ambiguity; Headings; Gender; and Certain Terms.
Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed or resolved against the Bank Agent by
virtue of the fact that such document has originated with the
Bank Agent as drafter. All parties agree that this Agreement
shall be construed and interpreted according to the ordinary
meaning of the words used so as to fairly accomplish the
purposes and intentions of the parties hereto. Words used in
this Agreement may be used interchangeably in singular or
plural form, and any pronoun shall be deemed to cover all
genders. Section headings are for convenience only and shall
not be used in interpretation of this Agreement. "Herein,"
"hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular
section, paragraph or other subdivision. Reference to days for
performance shall mean calendar days unless business days are
expressly indicated.
(f) Multiple Counterparts. This Agreement may be executed
in one or more counterparts, each of which counterpart will,
for all purposes, be deemed an original, but all such
counterparts together will constitute one instrument.
(g) Consent to Jurisdiction. Each party hereto agrees and
consents to the jurisdiction and venue of any state or federal
court sitting in Atlanta, Georgia with respect to any legal
action, proceeding, or dispute between them and hereby
expressly waives any and all rights under applicable law or in
equity to object to the jurisdiction and venue of said courts.
Each party further irrevocably consents to service of process
by certified mail, return receipt requested, to the address
for such party last provided in accordance with the notice
provision of this Agreement.
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[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have entered into this Agreement and
affixed their seals hereto as of the date first above written, intending to be
legally bound hereby.
BANK AGENT:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Xxxxx X. Xxxx
Managing Director
Address for the Bank Agent:
Wachovia Bank, National Association
NC0760, 5th Floor, 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, XX00000-0000
Attention: Xxxxx X. Xxxx
Telecopier: 000-000-0000
Telephone: 000-000-0000
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BORROWER:
AVONDALE XXXXX, INC.
By:
------------------------------
Name:
----------------------------
Title:
Address for the Borrower:
Avondale Xxxxx, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Attention:Vice Chairman and Chief
Financial Officer
Telecopier: 000-000-0000
Telephone: 000-000-0000
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EQUIPMENT LENDER:
THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Address for the Equipment Lender:
The CIT Group/Equipment Financing, Inc.
X.X. Xxx 00000
Xxxxx, Xxxxxxx 00000-0000
Attention: X.X. Xxxxxxx
Telecopier: 000-000-0000
Telephone: 000-000-0000
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EXHIBIT A
Personal Property Leases
Master Lease Agreement dated as of May 18, 1999, between Avondale Xxxxx, Inc.,
as Lessee, and Wachovia Leasing Corporation, as Lessor, including all schedules
and supplementary schedules executed in connection with such Master Lease
Agreement.
Miscellaneous leases pertaining to office equipment.
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