AGREEMENT
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THIS AGREEMENT made as of the - day of June, 1995 by and among ISRAEL
DISCOUNT BANK OF NEW YORK ("IDB"), BANK LEUMI TRUST COMPANY OF NEW YORK
("BL"), EUROPEAN AMERICAN BANK ("EAB"), UNITED MIZRAHI BANK AND TRUST COMPANY
("UMB"), the U.S. SMALL BUSINESS ADMINISTRATION (the "SBA") and ELK ASSOCIATES
FUNDING CORPORATION (the "Borrower").
W I T N E S S E T H:
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WHEREAS, IDB, BL, EAB, the SBA and the Borrower are parties to an
intercreditor agreement dated September 9, 1993, as amended by agreement dated
September 28, 1994 (the "Intercreditor Agreement"); and
WHEREAS, IDB, EB, BL, the SBA and the Borrower are parties to a
custodian agreement dated September 9, 1993, as amended by agreement dated
September 28, 1994 (the "Custodian Agreement"); and
WHEREAS, the Borrower has entered into a loan agreement with UMB; and
WHEREAS, the parties desire to make UMB a party to the Custodian
Agreement and the Intercreditor Agreement (collectively, the "Agreements");
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto mutually agree as follows:
1. Admission of UMB as a Party to the Agreements. Effective as of the date
hereof, the Agreements are hereby amended in order to admit UMB as a party to
the Agreements. Accordingly, UMB shall be bound by the terms of the Agreements
and shall assume all of the obligations and be entitled to any and all rights
and benefits as a Bank (as that term is defined in the Agreements) pursuant to
the terms of the Agreements.
2. Continuation Agreements. The Agreements shall remain in full force and
effect as modified pursuant to the terms hereof.
3. Further Assurances. The parties agree to execute any and all documents
necessary to effectuate the admission of UMB as a party to the Agreements.
4. Notices.
UMB's address for notice or other communication in connection with the
Agreements shall be:
United Mizrahi Bank and Trust Company
Xxx Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. XxXxxxxx, Vice President
Telecopy: 000-000-0000
5. Governing Law. This agreement shall be governed by the laws of the state of
New York applicable to contracts made and to be performed wholly therein.
6. Headings. The headings in this Agreement are for convenience reference only
and shall not alter or otherwise affect the meaning hereof.
7. Counterparts. This Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
ELK ASSOCIATES FUNDING CORPORATION
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President
ISRAEL DISCOUNT BANK OF NEW YORK
By: Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
By: Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Sr. Vice President
BANK LEUMI TRUST COMPANY
OF NEW YORK
By: Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Vice President
By: Xxxxxx Eirel
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Name: Xxxxxx Eirel
Title: Banking Officer
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EUROPEAN AMERICAN BANK
By: Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
UNITED MIZRAHI BANK AND TRUST
COMPANY
By: Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
By: Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
UNITED STATES SMALL BUSINESS
ADMINISTRATION
By: Xxx X. Xxxxxxxxxxx
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Name: Xxx X. Xxxxxxxxxxx
Title: Assoc. Admin./Invest.
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