EXHIBIT 10.2
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of June
30, 2006, is among COURT SQUARE CAPITAL LIMITED, a Delaware corporation, solely
in its capacity as the lender under that certain Third Secured Term Loan
Agreement described below ("CSCL"), CITICORP MEZZANINE III, L.P., a Delaware
limited partnership ("CMP"), BNY MIDWEST TRUST COMPANY, in its capacity as
collateral agent and trustee for the holders of the Second Secured Notes
described below (the "Second Lien Agent") and XXXXX FARGO FOOTHILL, INC., in its
capacity as arranger and administrative agent for the lenders party to the
Credit Agreement described below, and its successors and assigns (the "First
Lien Agent").
RECITALS
A. Contemporaneously herewith, MSX International, Inc. (the
"Company"), each of the Domestic Borrowing Subsidiaries of the Company party
thereto from time to time (the "Domestic Borrowing Subsidiaries", and the
Company and the Domestic Borrowing Subsidiaries, the "US Borrowers"), MSX
International Limited (the "UK Borrower", and the US Borrowers, the
"Borrowers"), MSX International Holdings Limited (the "UK Borrower"), the
lenders party thereto from time to time and their successors and assigns (the
"First Secured Lenders") and Xxxxx Fargo Foothill, Inc., as arranger and
administrative agent, are parties to a Credit Agreement dated as of the date
hereof (as amended, restated, refinanced, replaced or otherwise modified from
time to time, and including without limitation any agreement executed in
substitution or replacement thereof or otherwise refinancing such Credit
Agreement, the "First Secured Credit Agreement").
B. On August 1, 2003, the Company, each domestic restricted
subsidiary of the Company, UK Borrower and the Second Lien Agent entered into a
certain indenture, dated as of August 1, 2003 (as amended, restated, refinanced,
replaced or otherwise modified from time to time, and including without
limitation any agreement executed in substitution or replacement thereof or
otherwise refinancing such indenture, the "Second Secured Indenture"), pursuant
to which the Company issued 75,500 units consisting of its senior secured notes
due October 15, 2007 (including any Additional Notes (defined therein) or
Exchange Notes (defined therein) the "Second Secured Notes") in the original
principal amount of $75,500,000 on August 1, 2003.
C. On August 1, 2003, the Company, the UK Borrower and CMP entered
into a Third Secured Term Loan Agreement dated as of August 1, 2003 (as amended,
restated, refinanced, replaced or otherwise modified from time to time, and
including without limitation any agreement executed in substitution or
replacement thereof or otherwise refinancing such Third Secured Term Loan
Agreement, the "Third Secured Term Loan Agreement").
D. The Company, the UK Borrower and CSCL are parties to an Amended
and Restated Fourth Secured Term Loan Agreement dated as of August 1, 2003 (as
so amended and as further amended, restated, refinanced, replaced or otherwise
modified from time to time, and including without limitation any agreement
executed in substitution or replacement thereof
or otherwise refinancing such Amended and Restated Fourth Secured Term Loan
Agreement, the "Fourth Secured Term Loan Agreement").
E. The parties to the First Secured Credit Agreement, the Second
Secured Indenture and the Third Secured Term Loan Agreement are willing to enter
into those agreements only if this Agreement is executed by all parties hereto
specifying the relative lien priorities, rights and other terms described
herein.
AGREEMENT
In consideration of the mutual agreements herein contained, the
parties agree as follows:
1. Definitions. The following terms shall have the following
respective meanings:
"Assets" means all present and future assets of the Company and each
of its Subsidiaries, including without limitation all accounts, inventory,
equipment, general intangibles, chattel paper, capital stock and other
investment property, instruments, deposit accounts, fixtures, supporting
obligations, real property and any other asset of any type, whether real,
personal or otherwise, and wherever located.
"Borrowers" is defined in the recitals hereto.
"Company" is defined in the recitals hereto.
"Collateral" means all Assets on which any First Lien, Second Lien,
Third Lien or Fourth Lien exists at any time.
"CMP" is defined in the preamble hereto.
"CSCL" is defined in the preamble hereto.
"Domestic Borrowing Subsidiaries" is defined in the recitals hereto.
"First Lien Agent" is defined in the preamble hereto.
"First Liens" means all Liens in favor of the First Lien Agent, for
the benefit of the First Secured Creditors, on any Assets, whether such Liens
are now in existence or arise hereafter, up to the amount of the permitted First
Secured Obligations.
"First Secured Collateral" means all Assets of the Company and each
of its Subsidiaries on which any First Lien exists.
"First Secured Credit Agreement" is defined in the recitals hereto.
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"First Secured Creditors" means the First Lien Agent and the First
Secured Lenders.
"First Secured Lenders" is defined in the recitals hereto.
"First Secured Loan Documents" means the First Secured Credit
Agreement and all other agreements, instruments and documents executed in
connection therewith at any time, as amended or modified from time to time.
"First Secured Obligations" means all Obligations outstanding at any
time under any of the First Secured Loan Documents (provided that the principal
amount of such Obligations shall not exceed the amount permitted under the
Second Secured Indenture as in effect on the date hereof without any
modification) and all Obligations of the Company or its Subsidiaries to any of
the First Secured Creditors or any of their Affiliates with respect to any
overdrafts, returned items and other liabilities that arise from treasury,
depository, interest rate swaps, hedge agreements, foreign exchange (including,
without limitation, foreign currency hedging obligations) or cash management
services, including without limitation in connection with any automated clearing
house transfers of funds, wire transfer services, controlled disbursement
accounts or similar transactions, and all Obligations in connection with any
commercial credit cards, credit card processing services, debit cards, purchase
cards, or stored value cards.
"Foreign Subsidiary" means any present and future Subsidiary of the
Company that is not organized under the laws of the United States of America or
any state thereof.
"Fourth Liens" means all Liens in favor of the Fourth Secured
Creditors with respect to any Assets, whether such Liens are now in existence or
arise hereafter, up to the amount of the permitted Fourth Secured Obligations.
"Fourth Secured Collateral" means all Assets of the Company and each
of its Subsidiaries on which any Fourth Lien exists, provided that (a) no Fourth
Lien may exist on any such Asset on which an enforceable, perfected First Lien
(if the First Secured Obligations have not been Paid in Full), Second Lien (if
the Second Secured Obligations have not been Paid in Full) and Third Lien (if
the Third Secured Obligations have not been Paid in Full) does not exist and (b)
all Assets of any Foreign Subsidiary (other than the accounts receivable of the
UK Borrower) and all Capital Stock held by a Foreign Subsidiary shall be
excluded from Fourth Secured Collateral.
"Fourth Secured Creditors" means CSCL and any other holders of the
Fourth Secured Obligations.
"Fourth Secured Loan Documents" means the Fourth Secured Term Loan
Agreement and all other agreements, instruments and documents executed in
connection therewith at any time, as amended or modified form time to time.
"Fourth Secured Obligations" means all Obligations outstanding at
any time under any of the Fourth Secured Loan Documents.
"Fourth Secured Term Loan Agreement" is defined in the recitals
hereto.
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"Fourth Secured Term Loan" means the loans made under the Fourth
Secured Term Loan Agreement.
"Insolvency Proceeding" is defined in Section 5(a).
"Junior Liens" means the Second Liens, the Third Liens and the
Fourth Liens, until the First Secured Obligations are Paid in Full, and
thereafter means the Third Liens and the Fourth Liens until the Second Secured
Obligations are Paid in Full, and thereafter means the Fourth Liens.
"Junior Secured Creditors" means the Second Secured Creditors, the
Third Secured Creditors and the Fourth Secured Creditors until the First Secured
Obligations are Paid in Full, and thereafter means the Third Secured Creditors
and the Fourth Secured Creditors until the Second Secured Obligations are Paid
in Full, and thereafter means the Fourth Secured Creditors.
"Junior Secured Obligations" means the Second Secured Obligations
and the Third Secured Obligations, until the First Secured Obligations are Paid
in Full, and thereafter means the Third Secured Obligations and Fourth Secured
Obligations until the Second Secured Obligations are Paid in Full, and
thereafter means the Fourth Secured Obligations.
"Lien" means any pledge, assignment, hypothecation, mortgage,
security interest, deposit arrangement, option, conditional sale or title
retaining contract, sale and leaseback transaction, financing statement filing,
lessor's or lessee's interest under any lease, or any other type of lien,
charge, encumbrance, preferential arrangement or other claim or right.
"Obligations" means all present and future obligations for
principal, premium, interest, make-whole payments, penalties, fees,
indemnifications (other than wholly contingent indemnification obligations that
are not due or payable), reimbursements (under letters of credit or otherwise,
and contingent or otherwise), termination payments, damages and other
indebtedness, liabilities and obligations of any kind (including without
limitation all interest and fees and other amounts accruing after commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency
or reorganization, whether or not an allowed claim).
"Paid in Full" means, with respect to any Secured Obligations, the
irrevocable payment in full in cash of such Secured Obligations (including
without limitation providing cash collateral for any outstanding letters of
credit included in such Secured Obligations) and the expiry or termination of
any commitment to lend or make other advances under the agreements relating to
such Secured Obligations.
"Person" shall include an individual, a corporation, an association,
a partnership, a trust or estate, a joint stock company, an unincorporated
organization, a joint venture, a trade or business (whether or not
incorporated), a government (foreign or domestic) and any agency or political
subdivision thereof, or any other entity.
"Pledged Collateral" shall mean any tangible property in the
possession of any Secured Creditor (or its agents or bailees) in which a
security interest is perfected by such possession.
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"Priority Secured Creditors" means the First Secured Creditors until
the First Secured Obligations are Paid in Full, and thereafter means the Second
Secured Creditors until the Second Secured Obligations are Paid in Full, and
thereafter means the Third Secured Creditors.
"Priority Secured Obligations" means the First Secured Obligations
until the First Secured Obligations are Paid in Full, and thereafter means the
Second Secured Obligations until the Second Secured Obligations are Paid in
Full, and thereafter means the Third Secured Obligations.
"Second Lien Agent" is defined in the preamble hereto.
"Second Liens" means all Liens in favor of the Second Lien Agent,
for the benefit of the Second Secured Creditors, on any Assets, whether such
Liens are now in existence or arise hereafter, up to the amount of the permitted
Second Secured Obligations.
"Second Secured Collateral" means all Assets of the Company and each
of its Subsidiaries on which any Second Lien exists, provided that (a) no Second
Lien may exist on any such Asset on which an enforceable, perfected First Lien
(if the First Secured Obligations have not been Paid in Full) does not exist and
(b) all Assets of any Foreign Subsidiary (other than the accounts receivable of
the UK Borrower) and all Capital Stock held by a Foreign Subsidiary shall be
excluded from Second Secured Collateral.
"Second Secured Creditors" means the Second Lien Agent and all
present and future holders of the Second Secured Notes.
"Second Secured Indenture" is defined in the recitals hereto.
"Second Secured Loan Documents" means the Second Secured Indenture,
the Second Secured Notes and all other agreements, instruments and documents
executed in connection therewith at any time, as amended or modified from time
to time.
"Second Secured Notes" is defined in the recitals hereto.
"Second Secured Obligations" means all Obligations outstanding at
any time under any of the Second Secured Loan Documents.
"Secured Creditors" means the First Secured Creditors, the Second
Secured Creditors and the Third Secured Creditors.
"Secured Loan Documents" means the First Secured Loan Documents, the
Second Secured Loan Documents and the Third Secured Loan Documents.
"Secured Obligations" means the First Secured Obligations, the
Second Secured Obligations and the Third Secured Obligations.
"Senior Subordinated Note Indenture" means the Senior Subordinated
Indenture between the Company, the UK Borrower, the subsidiary guarantors named
therein and IBJ
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Xxxxxxxx Bank & Trust Company, as trustee, dated as of January 15, 1998, as
amended or modified from time to time.
"Subsidiary" of a Person means, any corporation, partnership,
limited liability company, association, joint venture or similar business
organization more than 50% of the outstanding capital stock, membership
interest, partnership interest or other ownership interest having ordinary
voting power (other than securities or other ownership interests which have such
power or right only by reason of the happening of a contingency) of which shall
at the time be owned beneficially and of record, by such Person or by one or
more of the other Subsidiaries of such Person or by any combination thereof. Any
reference in this Agreement to a Subsidiary shall be deemed reference to a
Subsidiary of the Company unless otherwise indicated.
"Third Liens" means all Liens in favor of the Third Secured
Creditors with respect to any Assets, whether such Liens are now in existence or
arise hereafter, up to the amount of the permitted Third Secured Obligations.
"Third Secured Collateral" means all Assets of the Company and each
of its Subsidiaries on which any Third Lien exists, provided that (a) no Third
Lien may exist on any such Asset on which an enforceable, perfected First Lien
(if the First Secured Obligations have not been Paid in Full) and Second Lien
(if the Second Secured Obligations have not been Paid in Full) does not exist
and (b) all Assets of any Foreign Subsidiary (other than the accounts receivable
of the UK Borrower) and all Capital Stock held by a Foreign Subsidiary shall be
excluded from Third Secured Collateral.
"Third Secured Creditors" means CMP and any other holders of the
Third Secured Obligations.
"Third Secured Loan Documents" means the Third Secured Term Loan
Agreement and all other agreements, instruments and documents executed in
connection therewith at any time, as amended or modified from time to time.
"Third Secured Term Loan Agreement" is defined in the recitals
hereto.
"Third Secured Term Loan" means the loans made under the Third
Secured Term Loan Agreement.
"Third Secured Obligations" means all Obligations outstanding at any
time under any of the Third Secured Loan Documents.
"UK Borrower" is defined in the recitals hereto.
"UK Guarantor" is defined in the recitals hereto.
"US Borrower" is defined in the recitals hereto.
All defined terms shall include both the singular and the plural
forms thereof and shall be construed accordingly. Use of the terms "herein",
"hereof", and "hereunder" shall be
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deemed references to this Agreement in its entirety and not to the Section or
clause in which such term appears.
2. Lien Priority.
(a) The Fourth Secured Creditors shall be allowed to be
granted Fourth Liens only on the Fourth Secured Collateral and any Liens in
favor of the Fourth Secured Creditors on any other Assets shall be null and
void. All Fourth Liens are hereby made junior and inferior in priority,
operation and effect to the priority, operation and effect of all First Liens,
Second Liens and Third Liens, and all First Liens, Second Liens and Third Liens
are superior and prior in priority, operation and effect to the priority,
operation and effect of all Fourth Liens. The Fourth Secured Creditors hereby
agree to note on all financing statements naming the Company or any of its
Subsidiaries as debtor, in the Fourth Secured Term Loan Agreement and in such
other Fourth Secured Loan Documents that xxxxx x Xxxx as requested by the First
Lien Agent, that all Fourth Liens are subject to this Agreement, in form and
substance reasonably satisfactory to the First Lien Agent and the Second Lien
Agent and the Third Secured Creditors, and authorize the First Lien Agent, the
Second Lien Agent and the Third Secured Creditors to amend any financing
statements filed by or on behalf of the Fourth Secured Creditors to note that
they are subject to this Agreement.
(b) The Third Secured Creditors shall be allowed to be granted
Third Liens only on the Third Secured Collateral and any Liens in favor of the
Third Secured Creditors on any other Assets shall be null and void. All Third
Liens are hereby made junior and inferior in priority, operation and effect to
the priority, operation and effect of all First Liens and Second Liens, and all
First Liens and Second Liens are superior and prior in priority, operation and
effect to the priority, operation and effect of all Third Liens. The Third
Secured Creditors hereby agree to note on all financing statements naming the
Company or any of its Subsidiaries as debtor, in the Third Secured Term Loan
Agreement, the Third Secured Term Loan Agreement and in such other Third Secured
Loan Documents that xxxxx x Xxxx as requested by the First Lien Agent, that all
Third Liens are subject to this Agreement, in form and substance reasonably
satisfactory to the First Lien Agent and the Second Lien Agent, and authorize
the First Lien Agent and the Second Lien Agent to amend any financing statements
filed by or on behalf of the Third Secured Creditors to note that they are
subject to this Agreement.
(c) The Second Secured Creditors shall be allowed to be
granted Second Liens only on the Second Lien Collateral and any Liens in favor
of the Second Secured Creditors on any other Assets shall be null and void. All
Second Liens are hereby made junior and inferior in priority, operation and
effect to the priority, operation and effect of all First Liens up to the amount
of the First Secured Obligations, and all First Liens (up to the amount of the
First Secured Obligations) are superior and prior in priority, operation and
effect to the priority, operation and effect of all Second Liens. The Second
Secured Creditors hereby agree to note on all financing statements naming the
Company or any of its Subsidiaries as debtor, in the Second Secured Indenture
and in such other Second Secured Loan Documents that xxxxx x Xxxx as requested
by the First Lien Agent, that all Second Liens are subject to this Agreement, in
form and substance reasonably satisfactory to the First Lien Agent, and
authorize the First Lien Agent to amend any financing statements filed by or on
behalf of the Second Secured Creditors to note that they are subject to this
Agreement.
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(d) Any distribution of any Collateral and all proceeds
thereof, whether upon any sale, dissolution, winding-up, bankruptcy,
foreclosure, repossession or other Insolvency Proceeding or otherwise, shall be
applied first to the First Secured Obligations until the First Secured
Obligations are Paid in Full, second to the Second Secured Obligations until the
Second Secured Obligations are Paid in Full, third to the Third Secured
Obligations until the Third Secured Obligations are Paid in Full and fourth, to
the Fourth Secured Obligations, until the Fourth Secured Obligations are Paid in
Full.
(e) Each Junior Secured Creditor agrees that it will not take
a Lien on any Assets unless the First Secured Creditors (if the First Secured
Obligations have not been Paid in Full) and the Second Secured Creditors (if the
Second Secured Obligations have not been Paid in Full) have an enforceable,
perfected Lien on such Assets and, in the case of the Fourth Secured Creditors
only, the Third Secured Creditors have an enforceable, perfected Lien on such
Assets. If any Junior Secured Creditor wants to obtain, and by the terms of its
own Secured Loan Documents to which it is a party is entitled to obtain, a Lien
on any Asset on which the First Secured Creditors (if the First Secured
Obligations have not been Paid in Full), the Second Secured Creditors (if the
Second Secured Obligations have not been Paid in Full) and, in the case of the
Fourth Secured Creditors only, the Third Secured Creditors do not have an
enforceable, perfected Lien, such Junior Secured Creditor shall cause the
Company and its Subsidiaries to grant an enforceable, perfected Lien on such
Assets to the First Secured Creditors (if the First Secured Obligations have not
been Paid in Full), the Second Secured Creditors (if the Second Secured
Obligations have not been Paid in Full) and, in the case of the Fourth Secured
Creditors only, the Third Secured Creditors before such Junior Secured Creditor
obtains a Lien on such Assets. The First Secured Creditors (if the First Secured
Obligations have not been Paid in Full), the Second Secured Creditors (if the
Second Secured Obligations have not been Paid in Full) and, if applicable, the
Third Secured Creditors shall accept such Liens, provided that the First Secured
Creditors, the Second Secured Creditors and, if applicable, the Third Secured
Creditors shall not be responsible for obtaining an enforceable, perfected Lien
on such Assets or be liable to any Junior Secured Creditors for any failure to
obtain an enforceable, perfected Lien on such Assets, and such Liens of the
Junior Secured Creditors on such Assets shall be null and void if the First
Secured Creditors (if the First Secured Obligations have not been Paid in Full),
the Second Secured Creditors (if the Second Secured Obligations have not been
Paid in Full) and, if applicable, the Third Secured Creditors do not have an
enforceable, perfected Lien on such Assets.
(f) The priorities of the Liens specified in this Agreement
are applicable regardless of the time or order of attachment or perfection of
the Liens. The First Liens have first priority, the Second Liens have second
priority, the Third Liens have third priority and the Fourth Liens have fourth
priority, all as described in this Agreement.
3. Rights and Remedies. The parties hereto agrees as follows:
(a) until the earlier of (i) January 15, 2008 or (ii) the date
the Priority Secured Obligations become due and payable, by acceleration or
otherwise, and after the earlier of such dates so long as any Priority Secured
Creditors are enforcing or otherwise exercising in good faith and in a
reasonably diligent manner any of their rights or remedies (but not after the
earlier of such dates if no Priority Secured Creditor is enforcing or otherwise
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exercising in good faith and in a reasonably diligent manner any of their rights
or remedies), (1) the Junior Secured Creditors shall not exercise any right or
remedy to which they may be entitled with respect to any Lien in favor of such
Secured Creditors, including without limitation collecting or repossessing any
Collateral or notifying any account debtors or other obligors with respect
thereto; and (2) the Priority Secured Creditors shall have the sole and
exclusive right to take possession of, commence and conduct foreclosure
proceedings with respect to, or otherwise dispose of and realize on or otherwise
exercise any rights with respect to, the Collateral, and shall direct and
control any sale or other disposition of the Collateral, whether pursuant to any
foreclosure, repossession or other judicial proceedings or otherwise without the
consent or approval of any Junior Secured Creditor;
(b) until such time as this Agreement is terminated, the
Junior Secured Creditors' rights in the event of any sale of any Collateral
shall be limited to the rights to receive any excess proceeds thereof, after all
Priority Secured Obligations have been Paid in Full and, without limiting the
foregoing, upon any distribution of any Collateral or any proceeds thereof upon
any dissolution, winding-up, bankruptcy, foreclosure, repossession or other
Insolvency Proceeding or exercise of other enforcement remedies, total or
partial liquidation or reorganization of the Company, any of its Subsidiaries or
any of their assets, the First Secured Creditors will be entitled to receive all
such distributions and other proceeds in respect to the Collateral until the
First Secured Obligations are Paid in Full before the Junior Secured Creditors
shall be entitled to receive any payment from the Collateral and, after the
First Secured Obligations are Paid in Full, the Second Secured Creditors will be
entitled to receive all such distributions and other proceeds in respect to the
Collateral until the Second Secured Obligations are paid in full before the
Third Secured Creditors shall be entitled to receive any payment from the
Collateral, and, after the Second Secured Obligations are Paid in Full, the
Third Secured Creditors will be entitled to receive all such distributions and
other proceeds in respect to the Collateral until the Third Secured Obligations
are paid in full before the Fourth Secured Creditors shall be entitled to
receive any payment from the Collateral;
(c) until such time as this Agreement is terminated, the
Secured Creditors shall not have any obligation to marshal any present or future
security, guaranty or other support available to them or to resort to such
security in any particular order and each Secured Creditor entitled to dispose
of Collateral hereunder may dispose of the Collateral in such manner as such
Secured Creditor shall deem appropriate in their sole and absolute discretion;
(d) until such time as this Agreement is terminated, the
Junior Secured Creditors agree that in the event any Priority Secured Creditors
release any Priority Liens, the Junior Secured Creditors will, not later than
simultaneously with the release or termination of any such Priority Lien,
terminate and release all Junior Liens on the Collateral for which any such
Priority Secured Creditors are releasing the Junior Secured Liens and take such
other actions to effect the same, provided that (i) such release by the Junior
Secured Creditors and the Priority Secured Creditors shall not affect the Liens
they have in proceeds or other Collateral, (ii) such Lien of the Junior Secured
Creditors on proceeds shall not affect the rights of the Company and its
Subsidiaries to use such proceeds upon the terms and to the extent provided in
the Secured Loan Documents, including without limitation the use thereof to pay
Priority Secured Obligations, and (iii) the use of the proceeds shall not
violate the terms of any Secured
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Loan Document, provided that the payment of the First Secured Obligations and,
if the First Secured Obligations have been Paid in Full, the Second Secured
Obligations, and, if the Second Secured Obligations have been Paid in Full, the
Third Secured Obligations, with such proceeds and a simultaneous reduction in
the maximum amount that may be borrowed thereunder by the amount of such payment
shall not be a violation of any Secured Loan Document regardless of any
provision in any Secured Loan Document to the contrary;
(e) until such time as this Agreement is terminated, the
Junior Secured Creditors shall not, due to any rights it may have as a holder of
the Junior Liens, interfere with or in any manner oppose the Priority Secured
Creditors in the exercise of any of their rights and remedies under their
Secured Loan Documents with respect to the Collateral (provided that such
exercise is in good faith and in a commercially reasonable manner), and shall
not interfere with or in any manner oppose a disposition of, or other
realization on, the Collateral by the Priority Secured Creditors, provided that
the giving of any notice by it to any Person that has rights against the Company
or any Subsidiary who is a guarantor of Junior Secured Obligations, including,
without limitation, that it holds the Junior Liens, shall not be deemed to so
interfere or oppose. In exercising their exclusive right to control the manner
and method of realization upon any of the Collateral, the Priority Secured
Creditors may, at any time and from time to time, in their sole and absolute
discretion, exercise any of their rights and remedies under their Secured Loan
Documents. If the Company or any of its Subsidiaries consents or fails to object
to a proposed retention of Collateral (or a portion thereof) by the Priority
Secured Creditors in satisfaction of the Priority Secured Obligations (or a
portion thereof), the Junior Secured Creditors hereby consent to such proposed
retention regardless of whether they are provided with notice of such proposed
retention;
(f) until such time as this Agreement is terminated, the
Junior Secured Creditors shall not elect or send any notice to effect a "Payment
Blockage" under Section 10.3 of the Senior Subordinated Note Indenture or any
similar provisions thereunder or under any indenture or other agreement issued
in exchange or replacement therefor; and
(g) any Junior Secured Creditor may make such demands or file
such claims as may be necessary to prevent the waiver or bar of such claims
under applicable statutes of limitations or other statutes, court orders or
rules of procedure, but except as provided in this Section no Junior Secured
Creditor shall take any actions restricted by this Agreement until, in the case
of the Second Secured Creditors, the First Secured Obligations are Paid in Full,
in the case of the Third Secured Creditors, the Second Secured Obligations are
Paid in Full and, in the case of the Fourth Secured Creditors, the Third Secured
Obligations are Paid in Full.
4. Junior Secured Creditors' Waivers. (a) The Junior Secured
Creditors hereby waive any right they may have to require that the Priority
Secured Creditors marshal the Collateral or any other guaranty or support they
may have in favor of the Junior Secured Creditors.
(b) Without notice to or the consent of the Junior Secured
Creditors, the First Secured Creditors (if the First Secured Obligations have
not been Paid in Full), the Second Secured Creditors (if the Second Secured
Obligations have not been Paid in Full) and the Third Secured Creditors may, at
any time and from time to time and without
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impairing or releasing the priority of Liens and other agreements herein made,
do any one or more of the following: (i) change the manner, place or terms of
payment, or change or extend the time of payment, of their Secured Obligations,
or amend or supplement in any manner the documentation evidencing, securing or
relating to the Collateral or otherwise with respect to their Secured
Obligations, or increase without limit (subject to the terms of this Agreement)
the amount of their Secured Obligations; (ii) release any person or entity
liable in any manner for the payment or collection of their Secured Obligations;
(iii) exercise or refrain from exercising any rights with respect to the
Collateral or otherwise with respect to their Secured Obligations, any guarantor
of their Secured Obligations or any other person or entity; (iv) apply any
monies or other property paid by any person or entity or otherwise available to
their Secured Obligations; (v) accept or release, or fail to perfect an interest
in, any Collateral or other security for their Secured Obligations; or (vi) take
or omit to take any other action with respect to the Collateral or otherwise
with respect to their Secured Obligations which may impair or adversely affect
the subordination of Liens and other agreements herein made.
(c) The Junior Secured Creditors hereby waive notice of
acceptance of the terms of this Agreement, and notice of reliance by the
Priority Secured Creditors on this Agreement in extending any financial
accommodation to the Company or any of its Subsidiaries.
(d) Each Secured Creditor acknowledges that the other Secured
Creditors have made no warranties or representations with respect to the due
execution, legality, validity, completeness or enforceability of any Secured
Loan Documents, the collectability of the Secured Obligations, the
enforceability or perfection of any Liens or any matter whatsoever related to
the Secured Obligations or the Collateral.
(e) The Junior Secured Creditors agree that the Priority
Secured Creditors shall have no liability to the Junior Secured Creditors for,
and the Junior Secured Creditors hereby waive any claim which the Junior Secured
Creditors may have at any time against the Priority Secured Creditors arising
out of, any and all actions which the Priority Secured Creditors, in good faith
and in a commercially reasonable manner, take or omit to take with respect to
(i) the Secured Loan Documents, (ii) collection of the Priority Secured
Obligations or (iii) foreclosure upon and sale, liquidation or other
disposition, or valuation, use, protection or release, of the Collateral or any
guaranty or other support. Notwithstanding anything herein to the contrary, the
Junior Secured Creditors are not waiving any claims they may have if the
Priority Secured Creditors do not exercise their rights and remedies under the
Priority Secured Loan Documents in good faith and in a commercially reasonable
manner.
(f) The Junior Secured Creditors waive any right that they may
have, whether such right arises under the Uniform Commercial Code or any other
applicable law, to receive notice of the Priority Creditors' intended
disposition of the Collateral (or a portion thereof) or of the Priority Secured
Creditors' proposed retention of such assets in satisfaction of the Priority
Secured Obligations (or a portion thereof).
5. Bankruptcy Issues. (a) This Agreement shall be applicable both
before and after the commencement, whether voluntary or involuntary, of any case
or other proceeding of any kind with respect to the Company or any of its
Subsidiaries at any time under
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any bankruptcy, insolvency, reorganization, liquidation, adjustment or
composition of it or its debts under any law, rule or regulation relating to
bankruptcy, insolvency or reorganization or relief of debtors, or any other
similar proceeding relating to any bankruptcy, insolvency or similar actions, in
any case whether under any federal or state law, rule or regulation or other
law, rule or regulation in the United States or any non-United States law, rule
or regulation or otherwise, or appointing a receiver, trustee, examiner,
liquidator or similar official for the Company or any of its Subsidiaries or any
material portion of any of their assets (any of the foregoing defined herein as
an "Insolvency Proceeding"), and all references herein shall be deemed to apply
to the Company or any of its Subsidiaries as a debtor-in-possession or in any
other capacity in any Insolvency Proceeding and to any receiver, trustee,
examiner, liquidator or similar official appointed for the Company, any of its
Subsidiaries or any of their assets.
(b) To the extent that the Secured Creditors receive payments
on, or proceeds of, Collateral which are subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any Insolvency Proceeding, then, to
the extent of such payment or proceeds received, the Secured Obligations, or
part thereof, intended to be satisfied shall be revived (and this Agreement
shall be revived if it has been terminated) and continue in full force and
effect as if such payments or proceeds had not been received by such Secured
Creditors.
(c) The Priority Secured Creditors may consent to the use of
cash collateral by the Company or any of its Subsidiaries on such terms and
conditions and in such amounts as the Priority Secured Creditors, in their sole
discretion, may decide and, in connection with such cash collateral usage, the
Company or any of its Subsidiaries (or a trustee, receiver or any other party
appointed for the estate thereof) may grant to the Priority Secured Creditors
replacement liens and security interests upon any Assets, which liens and
security interests shall be superior in priority to the Junior Liens. All
allocations of payments made with respect to Collateral between the Priority
Secured Creditors and the Junior Secured Creditors shall, subject to any court
order, continue to be made after the filing of any Insolvency Proceeding on the
same basis that such payments were to be allocated prior to the date of such
filing. The Junior Secured Creditors will not object to or oppose a sale or
other disposition of any Collateral (or any portion thereof) free and clear of
security interests, liens or other claims of the Junior Secured Creditors in any
Insolvency Proceeding if the Priority Secured Creditors have consented to such
sale or disposition thereof, provided that such release by the Junior Secured
Creditors and the Priority Secured Creditors shall not affect the Liens they
have in proceeds or other Collateral, provided, further, that such Lien of the
Junior Secured Creditors on proceeds shall not affect the rights of the Company
and its Subsidiaries to use such proceeds upon the terms and to the extent
provided in the Priority Secured Loan Documents and the Junior Secured Loan
Documents, including without limitation the use thereof to pay Priority Secured
Obligations. The Junior Secured Creditors shall not assert any right they may
have to "adequate protection" of their interest or similar right in the
Collateral in any Insolvency Proceeding and shall not seek to have the automatic
stay or similar order or rule lifted with respect to such Collateral, without
the prior written consent of the First Secured Creditors, until the First
Secured Obligations have been Paid in Full, and thereafter without the prior
written consent of the Second Secured Creditors, until the Second Secured
Obligations have been Paid in Full, and thereafter without the prior written
consent of the Third Secured Creditors. The Junior Secured Creditors waive any
claim or objection it may now or hereafter have, arising in any proceeding
instituted
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under Chapter 11 of the United States Bankruptcy Code and involving the Priority
Secured Creditors or any of them as debtor-in-possession lenders, to any
borrowing or grant of a security interest under Section 364 of the United States
Bankruptcy Code by the Company or any of its Subsidiaries, as a debtor in
possession, or any similar action under any other Insolvency Proceeding. The
Fourth Secured Creditors shall not initiate or prosecute or encourage any other
person to initiate or prosecute any claim, action or other proceeding (i)
challenging the enforceability of the First Secured Creditors', Second Secured
Creditors' or Third Secured Creditors' claims with respect to the Collateral,
(ii) challenging the enforceability of the First Liens, Second Liens or Third
Liens, or (iii) asserting any claims which the Company or any of its
Subsidiaries may hold with respect to the First Secured Creditors in their
capacity as holders of the First Liens, with respect to the Second Secured
Creditors in their capacity as holders of the Second Liens or with respect to
the Third Secured Creditors in their capacity as holders of the Third Liens,
unless, in all of the foregoing cases, such enforceability is contrary to the
terms of this Agreement. The Third Secured Creditors shall not initiate or
prosecute or encourage any other person to initiate or prosecute any claim,
action or other proceeding (i) challenging the enforceability of the First
Secured Creditors', Second Secured Creditors' or Fourth Secured Creditors'
claims with respect to the Collateral, (ii) challenging the enforceability of
the First Liens, Second Liens or Fourth Liens, or (iii) asserting any claims
which the Company or any of its Subsidiaries may hold with respect to the First
Secured Creditors in their capacity as holders of the First Liens, with respect
to the Second Secured Creditors in their capacity as holders of the Second Liens
or with respect to the Fourth Secured Creditors in their capacity as holders of
the Fourth Liens, unless, in all of the foregoing cases, such enforceability is
contrary to the terms of this Agreement. The Second Secured Creditors shall not
initiate or prosecute or encourage any other person to initiate or prosecute any
claim, action or other proceeding (i) challenging the enforceability of the
First Secured Creditors', Third Secured Creditors' or Fourth Secured Creditors'
claim with respect to the Collateral, (ii) challenging the enforceability of the
First Liens, the Third Liens or Fourth Liens, or (iii) asserting any claims
which the Company or any of its Subsidiaries may hold with respect to the First
Secured Creditors in their capacity as holders of the First Liens, the Third
Secured Creditors with respect to the Third Liens or the Fourth Secured
Creditors with respect to the Fourth Liens, unless, in all of the foregoing
cases, such enforceability is contrary to the terms of this Agreement. The First
Secured Creditors shall not initiate or prosecute or encourage any other person
to initiate or prosecute any claim, action or other proceeding (i) challenging
the enforceability of the Second Secured Creditors', Third Secured Creditors' or
Fourth Secured Creditors' claim with respect to the Collateral, (ii) challenging
the enforceability of the Second Liens, the Third Liens or Fourth Liens, or
(iii) asserting any claims which the Company or any of its Subsidiaries may hold
with respect to the Second Secured Creditors in their capacity as holders of the
Second Liens, the Third Secured Creditors with respect to the Third Liens or the
Fourth Secured Creditors with respect to the Fourth Liens, unless, in all of the
foregoing cases, such enforceability is contrary to the terms of this Agreement.
6. Bailee for Perfection.
(a) Each Secured Creditor agrees to hold the Pledged
Collateral in its possession or control (or in the possession or control of its
agents or bailees) as bailee for the other Secured Creditors and any assignee
solely for the purpose of perfecting the
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security interest granted in such Pledged Collateral pursuant to the applicable
Secured Loan Documents, subject to the terms and conditions of this Section.
(b) Until Payment in Full of their Secured Obligations, only
the Priority Secured Creditors shall be entitled to deal with the Pledged
Collateral in accordance with the terms of their Secured Loan Documents as if
the Lien of the Junior Secured Creditors under their Secured Loan Documents did
not exist. The rights of the Junior Secured Creditors shall at all times be
subject to the terms of this Agreement.
(c) No Secured Creditor shall have any obligation whatsoever
to any other Secured Creditor to assure that the Pledged Collateral is genuine
or owned by the Company or any of its Subsidiaries or to preserve rights or
benefits of any Person except as expressly set forth in this Section. The duties
or responsibilities of any Secured Creditor under this Section shall be limited
solely to holding the Pledged Collateral as bailee for the other Secured
Creditors for purposes of perfecting the Lien held by the other Secured
Creditors.
(d) No Secured Creditor shall have by reason of this Agreement
or any other document any fiduciary relationship in respect of any other Secured
Creditor.
(e) Once Payment in Full of the First Secured Obligations has
occurred, the First Lien Agent shall deliver to the Second Lien Agent the
Pledged Collateral held by it together with any necessary endorsements (without
recourse or warranty) or as a court of competent jurisdiction may otherwise
direct. Once Payment in Full of the Second Secured Obligations has occurred, the
Second Lien Agent shall deliver to the CMP the Pledged Collateral held by it
together with any necessary endorsements (without recourse or warranty) or as a
court of competent jurisdiction may otherwise direct. Once Payment in Full of
the Third Secured Obligations has occurred, CMP shall deliver to CSCL the
Pledged Collateral held by it together with any necessary endorsements (without
recourse or warranty) or as a court of competent jurisdiction may otherwise
direct.
7. Representations and Warranties. Each of the parties hereto
represents and warrants to the other as follows: (a) it has the corporate and
other power and authority to execute, deliver and perform this Agreement and has
taken all necessary corporate and other action to authorize the execution,
delivery and performance by it of this Agreement; (b) no consent or
authorization of, or filing with, any person (including, without limitation, any
governmental body, agency or official) is required in connection with the
execution, delivery or performance by it, or the validity or enforceability
against it, of this Agreement, and (c) this Agreement has been duly executed and
delivered by it and constitutes a legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency and similar laws, rules or regulations
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
8. Continuing Agreement; Reinstatement. This Agreement shall
constitute a continuing agreement which shall remain in effect until all
Priority Secured Obligations shall have been Paid in Full, at which time this
Agreement shall terminate. Each
- 14 -
party to this Agreement agrees that this Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any payment (in
whole or in part) of any of the proceeds of an Collateral is rescinded or must
otherwise be restored by any party hereto, in any Insolvency Proceeding of the
Company, the UK Borrower, any other Borrower, any guarantor of any of the
Secured Obligations or otherwise, as though such payment had not been made.
9. Integration and Severability. This Agreement embodies the entire
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
the subject matter hereof. If there is any conflict between the terms and
provisions of this Agreement and the Secured Loan Documents, the terms of this
Agreement shall control. In case any one or more of the provisions of this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby, and such
invalidity, illegality or unenforceability in one jurisdiction shall not affect
the validity, legality or enforceability of the other provisions of this
Agreement in any other jurisdiction.
10. Successors and Assigns. This Agreement shall bind the Secured
Creditors and their respective successors and assigns, and shall inure to the
benefit of their respective successors and assigns, subject to the restrictions
on transfers by the Junior Secured Creditors contained in this Section 10. The
Fourth Secured Creditors shall have the right at any time, subject to the prior
written consent of the First Lien Agent, which consent from the First Lien Agent
shall not be unreasonably withheld or delayed and shall not be required if such
assignment is to an Affiliate of the Fourth Secured Creditors, to sell, assign,
transfer, or negotiate, or grant a participation in, all or any part of the
Fourth Secured Obligations and the rights related thereto to one or more
Persons; provided that CSCL shall at all times retain and control at least 51%
of the aggregate principal amount of the Fourth Secured Term Loan and the rights
related thereto; provided, further, that in all such cases any such sale,
assignment, transfer, negotiation or participation shall be subject to this
Agreement and any such purchaser, assignee, transferee, participant or other
recipient shall automatically be subject to the same obligations to which the
Fourth Secured Creditors are subject hereunder (without releasing the Junior
Secured Creditors) and shall execute such agreements and documents in form and
substance satisfactory to the First Lien Agent assuming such obligations. Any
provisions under the Third Secured Loan Documents or Fourth Secured Loan
Documents relating to obtaining the requisite percentage of holders of the Third
Secured Obligations or Fourth Secured Obligations, as the case may be, to amend,
waive or otherwise modify any provision of the Third Secured Loan Documents or
Fourth Secured Loan Documents or take any action under the Third Secured Loan
Documents or Fourth Secured Loan Documents shall not be amended, waived or
otherwise modified, directly or indirectly, without the prior written consent of
the First Lien Agent. Any sale, assignment, transfer, negotiation or
participation of the Second Secured Obligations shall be subject to this
Agreement and any such purchaser, assignee, transferee, participant or other
recipient shall automatically be subject to the terms of this Agreement. Any
sale, assignment, transfer, negotiation or participation of the Third Secured
Obligations shall be subject to this Agreement and any such purchaser, assignee,
transferee, participant or other recipient shall automatically be subject to the
terms of this Agreement (without releasing the Junior Secured Creditors) and
shall execute such agreements and documents in form and substance satisfactory
to the First Lien Agent assuming such obligations.
- 15 -
11. Miscellaneous. No provision of this Agreement may be modified or
waived except by an instrument or instruments signed by each party hereto. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan, without giving effect to the choice of law principles of such
State. All the understandings, agreements, representations and warranties
contained herein are solely for the benefit of the Secured Creditors and there
are no other parties who are intended to be benefited in any way whatsoever by
this Agreement. The First Secured Creditors, the Second Secured Creditors, the
Third Secured Creditors and the Borrowers acknowledge that CSCL's obligations
hereunder are entered into in its capacity as a lender under the Fourth Secured
Term Loan Agreement and not in any other capacity, including, without
limitation, as a stockholder of the Company. The First Secured Creditors, the
Second Secured Creditors, the Fourth Secured Creditors and the Borrowers
acknowledge that CMP's obligations hereunder are entered into in its capacity as
a lender under the Third Secured Term Loan Agreement and not in any other
capacity, including, without limitation, as a stockholder of the Company. All
parties hereto acknowledge and agree that this is an enforceable agreement to
establish the priorities of the Liens of the Secured Parties and other rights of
the parties hereto, including without limitation under UCC 9-339. This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Agreement by signing any such counterpart and telecopied signatures shall
be enforceable as originals. The Third Secured Creditors agree to pay to the
First Lien Agent and the Second Lien Agent on demand all expenses of every kind,
including without limitation reasonable attorney fees and expenses, that the
First Lien Agent or the Second Lien Agent may incur in enforcing any of their
respective rights and the First Secured Creditors' and Second Secured Creditors'
rights under this Agreement if it is determined in a final non-appealable
judgment by a court of competent jurisdiction that such enforcement was due to a
breach of this Agreement by the Third Secured Creditors. The Fourth Secured
Creditors agree to pay to First Lien Agent, the Second Lien Agent and CMP on
demand all expenses of every kind, including without limitation reasonable
attorney fees and expenses, that the First Lien Agent, the Second Lien Agent or
CMP may incur in enforcing any of their respective rights and the First Secured
Creditors', the Second Secured Creditors' and the Third Secured Creditors'
rights under this Agreement if it is determined in a final non-appealable
judgment by a court of competent jurisdiction that such enforcement was due to a
breach of this Agreement by the Fourth Secured Creditors. All parties hereto,
and the parties to the Consent and Agreement hereto, agree that all expenses of
every kind, including without limitation reasonable attorney fees and expenses,
that the First Lien Agent may incur in enforcing any of its rights and the First
Secured Creditors' rights under this Agreement if it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such
enforcement was due to a breach of this Agreement by the Second Secured
Creditors shall be added to the First Secured Obligations (except to the extent
such breach is determined in a final non-appealable judgment by a court of
competent jurisdiction to be a result of the Second Secured Creditor's gross
negligence or willful misconduct, in which case the Second Secured Creditor
shall be liable for such expenses).
12. Addresses for Notices. All demands, notices and other
communications provided for hereunder shall be in writing and mailed or sent by
telecopy or delivered, addressed as follows:
If to the First Lien Agent or the First Secured Creditors:
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Xxxxx Fargo Foothill, Inc.
Xxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Business Finance Division Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With copies to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Second Lien Agent or the Second Secured Creditors:
BNY Midwest Trust Company
0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Division/MSX International, Inc.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to CMP:
X/X Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 4
New York, New York 10043
Attention: Xxxxx Xxxxx
Facsimile: (000) 000-0000
With copies to:
Xxxxxxxx & Xxxxx LLP
Citigroup Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: J. Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
If to CSCL:
Court Square Capital Limited
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 0
- 17 -
New York, New York 10043
Attention: Xxxxxxx Xxxxxxx
Facsimile: (000) 000-0000
With copies to:
Dechert LLP
Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxx
Facsimile: (000) 000-0000
All such demands, notices and other communications shall be effective, when
mailed, two business days after deposit in the mails, postage prepaid, when sent
by telecopy, when receipt is acknowledged by the receiving telecopy equipment
(or at the opening of the next business day if receipt is after normal business
hours), or when delivered, as the case may be, addressed as aforesaid.
- 18 -
WITNESS the due execution of this Agreement as of the day and year
first above written.
COURT SQUARE CAPITAL LIMITED
By: Xxxxxxx X. Xxxxxxx
-------------------
Title: Managing Partner
CITICORP MEZZANINE III, L.P.
By: Citicorp Capital Investors, Ltd
-------------------------------
its general partner
By: Xxxxxxx X. Xxxxxxxx, Xx.
------------------------
Title: Managing Director
BNY MIDWEST TRUST COMPANY, as Second Lien Agent and
on behalf of the Second Secured Creditors
By: Xxxxxxx Xxxxxxxxx
-----------------
Title: Assistant Vice President
XXXXX FARGO FOOTHILL, INC. as First Lien Agent and
on behalf of the First Secured Creditors
By: Xxxx X. xxxxxxx
---------------
Title: Vice President
CONSENT AND AGREEMENT
Each of the undersigned hereby consents to the provisions of the
foregoing Intercreditor Agreement and the transactions contemplated thereby and
agrees to be bound by any terms or provisions applicable to it. Without limiting
the foregoing, each of the undersigned further agrees (i) that any payments or
distributions received by any party to the foregoing Intercreditor Agreement
which must be and are paid over to the other party thereto shall reduce the
Secured Obligations of the undersigned to the party to whom such payments and
distributions must be and does pay over such payments or distributions, and (ii)
to recognize all priorities and other rights granted by the foregoing Agreement
to the parties thereto, and to do no act nor perform any obligation which is not
in accordance with the priorities and agreements set forth in the foregoing
Intercreditor Agreement.
MSX International, Inc.
By: Xxxxxxxxx X. Xxxxxxx
Title: Executive Vice President & CFO
MSX International Netherlands B.V. MSX International Australia Pty Ltd.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------------
Title: Director Title: Director
MSX International Limited MSX International Holdings Limited
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ --------------------------
Title: Director Title: Director
MSX International (Holdings), Inc. MSX International Services (Holdings), Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
----------------------------- ---------------------------
Title: Vice President Title: Vice President
MSX International European (Holdings), MSX International Business Services,
L.L.C. Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Title: Vice President Title: Vice President
Creative Technology Services, L.L.C. MSX International Engineering
Services, Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Title: Vice President Title: Vice President
Pilot Computer Services, Incorporated Mega Tech Engineering, Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
----------------------------- ---------------------------
Title: Vice President Title: Vice President
MSX International Technology Services, Chelsea Computer Consultants, Inc.
Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Title: Vice President Title: Vice President
Millennium Computer Systems, Inc. Management Resources International,
Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Title: Vice President Title: Vice President
MSX International Platform Services, Intranational Computer Consultants
Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
----------------------------- ---------------------------
Title: Operating Manager Title: Vice President
Programming Management & Systems, Inc. MSX International Strategic Technology,
Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Title: Vice President Title: Vice President
MSX International Netherlands MSX International Dealernet Services,
(Holdings), C.V. Inc.
By: Xxxxxxxxx X. Xxxxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------------ ---------------------------
Title: Representative of the Partners Title: Vice President
