EXHIBIT 10.13
STANDSTILL AGREEMENT
This Standstill Agreement ("Agreement"), dated as of February 18, 2005,
is entered into by and between INCENTRA SOLUTIONS, INC., a Nevada corporation
(the "Company"), LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"),
and Xxxxx Fargo Bank, National Association ("WFB") The Company and Laurus are
parties to (i) a Securities Purchase Agreement, dated as of May 13, 2004, (as
amended, modified or supplemented from time to time, the "SPA") and (ii) a
Master Security Agreement, dated as of May 13, 2004, (as amended, modified or
supplemented from time to time, the "MSA"). Capitalized terms used herein
without definition shall have the meaning ascribed to such terms in the SPA or
MSA, as applicable.
WHEREAS, on February 14, 2005, the Company created Incentra Merger
Corp., a Delaware corporation ("Merger Corp"), with and into which Star
Solutions of Delaware, Inc., a Delaware corporation shall be merged; and,
WHEREAS Merger Corp shall be the surviving corporation in such merger,
continuing to do business under the name of Star Solutions of Delaware, Inc.;
and
WHEREAS, Xxxxx Fargo Bank, National Association ("WFB") is providing
funding for the merger and a continuing credit facility for Merger Corp after
the merger and is requiring a guaranty by the Company of the Merger Corp
indebtedness to WFB (the "Guaranty");
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. WFB hereby acknowledges that Laurus has a first priority
security interest in all of the assets of the Company.
2. WFB will be unsecured as to the obligations of the Company
pursuant to the Guaranty.
3. WFB hereby agrees that it will not take any action to enforce
the Guaranty against the Company or otherwise satisfy the
obligations of the Company pursuant to the Guaranty without
the prior written consent of Laurus for so long as Laurus is a
secured creditor of the Company.
4. This Agreement shall be binding upon the parties hereto and
their respective successors and permitted assigns and shall
inure to the benefit of and be enforceable by each of the
parties hereto and its successors and permitted assigns.
5. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of New York.
6. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which shall
constitute one instrument.
IN WITNESS WHEREOF, each of the Company, Laurus and WFB has caused this
Agreement to be signed in its name effective as of this 18th day of
February, 2005.
INCENTRA SOLUTIONS, INC.
By: /s/Xxxxxx X. Xxxxxxx III
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Name: Xxxxxx X. Xxxxxxx III
Title: Chief Executive Officer
LAURUS MASTER FUND, LTD.
By: /s/Xxxxx Grin
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Name: Xxxxx Grin
Title: Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:/s/Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Relationship Manager