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EXHIBIT 10.11
INTER-CREDITOR AGREEMENT
Agreement dated August 11, 2000 between XXXXXXXX BANK, N.A., a national
banking association ("Xxxxxxxx"), and XXXX X. BARED, an individual, and
INFINITY INVESTORS LIMITED, a Nevis, West Indies corporation (Mr. Bared and
Infinity Investors Limited, collectively, the "Shareholder Creditors").
WHEREAS, UNITED PETROLEUM GROUP, INC., a Delaware Corporation (UPET)
obtained a credit facility from Xxxxxxxx (the "Xxxxxxxx Credit");
WHEREAS, as security for the Xxxxxxxx Credit, UPET granted to Xxxxxxxx a
security interest in all assets of UPET (the "Xxxxxxxx Collateral") pursuant to
a security agreement (the "Xxxxxxxx Documentation");
WHEREAS, UPET is, and may in the future be, obligated to the Shareholder
Creditors (the "Shareholder Credit");
WHEREAS, as security for the Shareholder Credit, UPET has granted to the
Shareholder Creditors a security interest in certain assets of UPET (the
"Shareholder Collateral") pursuant to a security agreement (the "Shareholder
Documentation"); and
WHEREAS, the Shareholder Creditors and Xxxxxxxx desire to agree between
themselves upon their respective rights with respect to the assets of UPET
securing the Shareholder Credit and Xxxxxxxx Credit (the "Credits").
ACCORDINGLY, the parties agreed as follows:
1. The Shareholder Creditors and Xxxxxxxx hereby agree that the security
interest of Xxxxxxxx in the Xxxxxxxx Collateral shall have a priority to
the extent of the Xxxxxxxx Credit over any security interest which the
Shareholder Creditors may now have or hereafter acquire therein, and the
Shareholder Documentation, insofar as it encumbers the Xxxxxxxx
Collateral, is hereby subordinated to the security interest of Xxxxxxxx to
the extent of the Xxxxxxxx Credit.
2. So long as any of the Xxxxxxxx Credit remains outstanding, the Shareholder
Creditors agree that they will take no steps to enforce or exercise any of
their rights or remedies with respect to any of the Xxxxxxxx Collateral;
provided that the Shareholder Creditors shall have the right to enforce or
exercise their rights and remedies under the Shareholder Documentation at
such time as Xxxxxxxx is enforcing or exercising its rights and remedies
under the Xxxxxxxx Documentation.
3. Neither Xxxxxxxx nor the Shareholder Creditors makes to the other any
representation or warranty, or assumes any responsibility as to the other,
with respect to the execution, construction or enforcement of Xxxxxxxx
Documentation or the Shareholder Documentation.
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4. All notices, requests, demands or other communications between the parties
hereto shall be in writing (including teletransmissions), shall be given
or made by overnight courier or by telecommunication at the addresses next
to the signatures hereto, or at such other address or telex or telecopier
number as any party hereto may hereafter specify to the others in writing,
and (unless otherwise specified herein) shall be deemed delivered on
receipt.
5. In case one or more provisions contained in this Intercreditor Agreement
shall be invalid, illegal or unenforceable, the remaining provisions
contained herein shall not be affected or impaired thereby.
6. The Intercreditor Agreement may be executed by one or more of the parties
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
7. This Intercreditor Agreement may not be modified except by written
agreement between Bank and the Shareholder Creditors and shall be governed
by and construed in accordance with the laws of the State of Florida.
8. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,
PROCEEDING OR COUNTERCLAIM BASED ON THIS INTERCREDITOR AGREEMENT, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INTERCREDITOR AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Inter-Creditor
Agreement to be executed and delivered by their duly authorized officers as of
the date first written above.
Addresses: XXXXXXXX BANK, N.A.
By: /s/ [ILLEGIBLE]
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0000 X.X. 00 Xxxxxx Name: [ILLEGIBLE]
Xxxxx, Xxxxxxx 00000 Title: Senior Vice President
Tele.: (000) 000-0000
Fax: (000) 000-0000
By: /s/ J. XXXX XXXXXXX
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Name: J. XXXX XXXXXXX
Title: General Counsel
