EXHIBIT 10.37
JOINDER TO INTERCREDITOR AGREEMENT
THIS JOINDER TO INTERCREDITOR AGREEMENT (this "Joinder"), dated as of
December 24, 1996, made by NATIONAL BANK OF CANADA, a federal bank chartered in
Canada (the "New Lender"), in favor of SUNTRUST BANK, ATLANTA, a Georgia banking
corporation ("SunTrust"), and BARCLAYS BANK PLC, an English banking corporation
(together with all of its relevant local affiliates, "Barclays"), in their
various individual and agency capacities (collectively, the "Existing Lenders")
WITNESSETH:
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WHEREAS, the Existing Lenders, SouthTrust Bank of Georgia, N.A.
("SouthTrust") and National City Bank, Kentucky ("NCB"), have made various
credit facilities in favor of, Law Companies Group, Inc., a Georgia corporation
(the "Company"), and certain of its Subsidiaries (together with the Company, the
"Borrowers"), and to evidence their agreement as to certain intercreditor
matters relating to such credit facilities in favor of the Borrowers, the
Existing Lenders, SouthTrust and NCB entered into that certain Intercreditor
Agreement, dated as of October 11, 1995 (as amended, restated, supplemented or
otherwise modified from time to time, the "Intercreditor Agreement"; capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Intercreditor Agreement);
WHEREAS, each of NCB and SouthTrust desires to assign to New Lender, and
New Lender desires to accept assignment of and assume, 100% of its right, title
and interest in and to its Revolving Credit A Commitment established in favor
the Company and all other Obligations (as defined in the Credit Agreement) owed
by the Company to NCB and SouthTrust, respectively, to the New Lender;
WHEREAS, pursuant to Section 11.1 of the Intercreditor Agreement, NCB and
SouthTrust may not assign or otherwise transfer any of their respective rights
with respect to the Intercreditor Agreement or any of the Obligations owed to
NCB or SouthTrust, and may not transfer or have assumed its commitment under the
Credit Agreement, unless the Existing Lenders consent in writing;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the New Lender agrees that it shall be and become a Bank
for all purposes of the Intercreditor Agreement and shall be fully liable
thereunder as a Bank to the Existing Lenders to the same extent and with the
same effect as though the New Lender had been one of the Banks originally
executing and delivering the Intercreditor Agreement. All references in the
Intercreditor Agreement to "Banks" or any "Banks" shall be deemed to include and
to refer to the
New Lender. This Joinder shall be governed by and construed in accordance with
the laws of the State of Georgia, and all actions directly or indirectly arising
out of this Joinder shall be commenced in and resolved by the courts of the
State of Georgia.
By their signatures below, the Existing Lenders hereby consent to the
assignment and transfer by NCB and of all of their respective rights and
obligations with respect to the Intercreditor Agreement and all Obligations owed
thereto, and to the assignment, transfer and assumption of their respective
commitments under the Credit Agreement, by the New Lender and acknowledge that
NCB and South Trust are no longer parties to the Intercreditor Agreement.
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IN WITNESS WHEREOF, the New Lender has caused this Joinder to be duly
executed and delivered by its duly authorized officer as of the date first above
written.
Address for Notices: NEW LENDER:
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000 Xxxxxxxx Xxxxxxx, X.X. NATIONAL BANK OF CANADA
Atlanta, Georgia
Attn: Xx. Xxxx Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: V.P.
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[Signature Page to Joinder to Intercreditor Agreement]
Acknowledged and agreed:
SUNTRUST BANK, ATLANTA
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
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J. Xxxxxxxxxxx Xxxxxxx
First Vice President
By: /s/ Xxxxxx X. Xxxxx Xx.
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Title: AVP
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[Signature Page to Joinder to Intercreditor Agreement]
BARCLAYS BANK, PLC
By: /s/ Xxxxx Xxxx
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Title: LENDING SERVICES DIRECTOR
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[SIGNATURE PAGE TO JOINDER TO INTERCREDITOR AGREEMENT]
LAW COMPANIES GROUP, INC.
BY: /s/ Xxxxx X. Xxxxx
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Title: Chairman, CEO
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