INTERCREDITOR AGREEMENT
Intercreditor
Agreement (this "Agreement"), dated as of July ___, 2007, among Sentra
Consulting Corp., a Nevada corporation with offices located at 000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxx 00000 (the "Company") and each of the
Holders (the "Investors") of the Secured Promissory Notes of the Company (the
"Notes") as set forth in Exhibit
A
annexed
hereto and as such Exhibit may be amended from time to time by the
Company.
INTRODUCTION
WHEREAS,
the Investors have severally advanced funds to the Company in exchange for
the
Notes;
WHEREAS,
the obligations of the Company under the Notes are secured by a security
interest granted in favor of the Investors in and to property and assets of
the
Company (the "Security Interest") in accordance with the terms and conditions
of
the Security Agreement dated the date hereof among the Company and the Investors
(the “Security Agreement”) pursuant to which Karat Platinum LLC granted the
Company interest in all its assets;
WHEREAS,
the Investors desire to enter into this Agreement in order to set forth their
agreement and understanding with respect to the enforcement of their respective
rights pertaining to the Notes and Security Interest.
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises,
representations, warranties, and covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Loan
Advance. The
Investors have advanced funds, and after the date hereof additional Investors
may advance funds and be issued Notes, in the aggregate not to exceed $1,200,000
principal amount of Notes, pursuant to the terms and conditions set forth in
the
Notes, the respective amounts set forth in Exhibit
A
attached
hereto (in the aggregate, the "Loan"). For the purposes of this Agreement,
the
amount of principal owed to each Investor under its respective Note as a
proportion of the aggregate amount of the Loan shall be referred to as such
Investor's respective percentage interest (the "Percentage
Interests").
2.
Ownership
Interest. Each
Investor shall own an interest in the Loan equal to its Percentage Interest
as
described on Exhibit
A.
Except
as otherwise stated herein, the Investor shall own, pari passu with each of
the
other Investors, an undivided fractional interest equal to such Investor's
Percentage Interest in: (a) the Loan; (b) all payments made on or in respect
of
the Loan; (c) all recoveries or distributions in connection with the Loan;
and
(d) all present and future collateral (and all proceeds in connection therewith)
securing the same. Notwithstanding anything contained herein to the contrary,
the Company shall have the right, in its sole and absolute discretion, to prepay
the outstanding Note of any individual investor.
3.
No
Representation or Warranty Relating to Loan. No
Investor has made any warranty or representation to any other Investor,
expressed or implied, with respect to the Loan, the adequacy of security for
the
Loan, the existing or future solvency or financial worth of the Company, or
the
ability of the Company to repay the Loan. Each Investor acknowledges that the
Loan and the Company's obligations pursuant to the Notes carry a high degree
of
risk; that the Company may default on the Loan, which may result in a bankruptcy
filing and/or foreclosure action and/or a deterioration of the collateral for
the Loan; and that it may not be possible for the Investors to collect the
full
principal balance of the Loan, any or all of the accrued interest on the Loan,
and/or any or all other amounts due with respect to the Loan.
4.
Action
for Foreclosure. Each
of
the Investors agrees and acknowledges that the initiation, or threat of
initiation, of any notification, claim, action or proceeding of an Event of
Default (as such term is defined in the Notes) or with respect to the
foreclosure of the Security Interest shall require the prior written approval
of
the holders of a supermajority of the Percentage Interests.
5. Expenses. All
expenses including, but not limited to, reasonable counsel fees and court costs
paid or incurred by any Investor in any action to collect or foreclose on the
Security Interest or the Loan shall be borne by the Investors in accordance
with
their respective Percentage Interests at the time of the default or the failure
of performance giving rise to the action to collect or enforce the rights of
the
Investors under the Note or the Security Agreement.
6.
Distribution
of Sale or Refinance Proceeds.
6.1.
If
there is an Event of Default (as defined in the Notes) and as a result thereof
in accordance with the terms and provisions of the Security Agreement and this
Agreement the Investors shall be entitled to the proceeds of a sale of the
collateral, the net proceeds shall be distributed in the following order of
priority pari passu among the Investors:
(a)
First, repayment of principal and interest pro rata to each Investor in
accordance with their respective Percentage Interests; and
(b)
Second, repayment of default interest, late charges, and any other amounts
to
each Investor pro rata in accordance with their respective Percentage
Interests.
6.2.
The
priorities of allocation set forth in Section 6.1 shall apply in all
circumstances, including with respect to any distribution made in any case
or
proceeding under Title 11 of United States Code or any other proceeding relating
to the Company under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation.
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6.3.
If
any Investor (an "Excess Party") shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of setoff, or otherwise) as
a
result of the realization, sale or other remedial disposition of, or foreclosure
on, any Collateral (as defined in the Security Agreement) or any repayment
under
the Note in excess of the amount it is then entitled to receive under the terms
of this Agreement and the Note, such Excess Party shall hold such amount in
trust for the ratable benefit of the other Investors in accordance with the
terms of this Agreement.
7.
Miscellaneous.
7.1.
Authorization.
Each of
the Investors warrants and represents that it is duly authorized to execute
this
Agreement and comply with its obligations hereunder.
7.2.
Survival.
The
representations, warranties, covenants and agreements made herein shall survive
the execution of this Agreement.
7.3.
Assignment.
This
Agreement and the rights and obligations hereunder shall not be assignable
or
transferable by an Investor without the prior written consent of the other
parties. Any instrument purporting to make an assignment in violation of this
Section 7.3 shall be void.
7.4.
Benefits
of Agreement.
This
Agreement and all obligations hereunder shall be binding upon the respective
successors and assigns of the parties hereto.
7.5.
Entire
Agreement.
This
Agreement and the Exhibit hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and no
party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically
set
forth herein and therein.
7.6.
Severability.
In case
any provision of the Agreement shall be invalid, illegal or unenforceable,
the
validity, legality and enforceability of the remaining provisions shall not
in
any way be affected or impaired thereby.
7.7.
Further
Assurances.
Each
party agrees to execute such other documents, instruments, agreements and
consents, and take such other actions as may be reasonably requested by the
other parties hereto to effectuate the purposes of this Agreement.
7.8.
Amendment
and Waiver.
This
Agreement may be amended, modified or waived only with the prior written consent
of each of the parties.
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7.9.
Delays
or Omissions.
It is
agreed that no delay or omission to exercise any right, power or remedy accruing
to any party, upon any breach, default or noncompliance by another party under
this Agreement, shall impair any such right, power or remedy, nor shall it
be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of or in any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent
or
approval of any kind or character of any breach, default or noncompliance under
this Agreement, or any waiver on such party's part of any provisions or
conditions therein and must be in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies shall be cumulative
and not alternative.
7.10.
Notices.
All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b)
when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (c) five (5) business days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) business day after deposit with
a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. Any notice herein required or permitted to
be
given shall be given by depositing the same in the United States first class
mail, postage prepaid, or hand delivered or transmitted by facsimile, in any
case with a copy sent by overnight courier service, and addressed to the parties
at the respective address set forth on the signature page hereto, or, to such
other place or places as any of the parties shall designate by written notice
to
the other parties.
7.11.
Titles
and Pronouns.
The
titles of the sections and subsections of the Agreement are for convenience
of
reference only and are not to be considered in construing this Agreement. All
pronouns contained herein, and any variations thereof, shall be deemed to refer
to the masculine, feminine or neutral, singular or plural, as the identity
of
the parties hereto may require.
7.12.
Counterparts.
This
Agreement may be executed in any number of counterparts (facsimile or
otherwise), each of which shall be an original, but all of which together shall
constitute one instrument.
7.13.
Governing
Law.
This
Agreement shall be construed in accordance with, and governed by, the laws
of
the State of New York (without giving effect to conflict of laws
principles).
7.14.
Consent
to Jurisdiction and Service of Process.
Each of
the parties hereby irrevocably and unconditionally submits to the jurisdiction
of the courts of the State of New York and of the Federal courts sitting in
the
State of New York in any action or proceeding directly or indirectly arising
out
of or relating to this Agreement or the transactions contemplated hereby
(whether based in contract, tort, equity or any other theory). Each of the
parties agrees that all actions or proceedings arising out of or relating to
this agreement must be litigated exclusively in any such State or, to the extent
permitted by law, Federal court that sits in the County of New York, and
accordingly, each party irrevocably waives any objection which it may now or
hereafter have to the laying of the venue of any such action or proceeding
in
any such court. Each party further irrevocably consents to service of process
in
the manner provided for notices in Section 7.10. Nothing in this Agreement
will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law. Each party waives any right it may have to a trial
by
jury in any action or proceeding directly or indirectly arising out of or
relating to this Agreement or the transactions contemplated hereby (whether
based on contract, tort, equity or any other theory).
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follow]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the first
date
written above.
|
By: ________________________
Name:
Title:
|
INVESTOR:
By: _____________________________
Name:
Title:
Address:
Telephone:
Facsimile:
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EXHIBIT
A
PERCENTAGE
INTERESTS OF INVESTORS
|
Name
of Investor
|
Principal
Amount Outstanding
|
Percentage
Interest
|
|
Totals
|
US$
|
100%
|
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