EXHIBIT 10.5
SUBORDINATION AGREEMENT
(Blanket Lien)
THIS SUBORDINATION AGREEMENT is made as of May 22, 1996 by U.S. BANK OF
WASHINGTON, NATIONAL ASSOCIATION C/O U.S. BANCORP MORTGATE COMPANY (the
"Company"), for the benefit of KEYCORP LEASING LTD., a Delaware corporation
with its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000
("KCL").
I N T R O D U C T I O N :
The Company has a security interest (the "Company Security Interest") in
certain property of GEOGRAPHICS, INC. (the "Obligor"). KCL and the Obligor
are about to enter into an equipment financing transaction (the "Financing")
to be evidenced by a lease agreement, promissory note or other evidence of
indebtedness in connection with the property described on Exhibit A attached
hereto (the "Equipment"). In order to induce KCL to enter into the Financing
with the Obligor, the Company desires to subordinate the Company Security
Interest to the interest of KCL in the Financing and the Equipment
(collectively, the "KCL Interest").
NOW, THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company, for itself and for its successors and
assigns, hereby agrees that:
1. The Company Security Interest, and any other security interest of
the Company in the Equipment and in any proceeds arising out of the sale,
lease or other disposition of the Equipment, shall be subordinate and junior
to the KCL Interest and any security or other interest which KCL, its
successors and assigns, may have in the Equipment and any proceeds arising out
of any sale, lease or other disposition thereof. This subordination shall
apply irrespective of the time or order of attachment or perfection of the
Company Security Interest and the KCL Interest and shall remain in full force
and effect regardless of whether the Company or KCL may seek to rescind, amend,
terminate, or reform, by litigation or otherwise, its respective agreements
with the Obligor.
2. The Company hereby agrees, for itself and its successors and
assigns, that KCL may assign its rights hereunder to any person or entity
("Assignee") and that the Company Security Interest shall be subordinate and
junior to the interest of any such Assignee. The Company shall not assign or
transfer to others any claim the Company has or may have against the Obligor
while the liabilities remain unpaid, unless such assignment or transfer is
made expressly subject to this Subordination.
3. The Company further agrees that KCL, its agents or assigns, may
move or otherwise repossess and foreclose upon the Equipment whenever it
deems such action to be necessary or desirable in order to protect the KCL.
Interest and any security or other interest which KCL, its successors or
assigns, may have therein. If the Company obtains possession of the
Equipment, or any part thereof, by virtue of the Company Security Interest or
otherwise, KCL shall be entitled, as between the Company and KCL, to
immediate possession thereof.
4. This is a continuing subordination and KCL may continue,
without notice to the undersigned, to extend credit in the form of leases or
other accommodations or benefit, and/or to loan money to or for the account
of the Obligor in reliance on this Subordination Agreement until written
notice or revocation of this Subordination shall be delivered to KCL by the
Company. Such notice or revocation shall not affect this Subordination in
relation to the Financing then existing or any of the liabilities created
thereafter pursuant to any previous commitment of KCL to the Obligor or any
extensions, renewals or modifications of such liabilities and as to such
liabilities and any extension or renewals thereof, this Subordination shall
continue effective until the same shall have been fully discharged.
IN WITNESS WHEREOF, the Company has executed, or has caused this
Agreement to be executed, as of the day and year first above written.
COMPANY:
U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION
C/O U.S. BANCORP MORTGAGE COMPANY
By: /s/ Xxx Xxxxxxxxx
-------------------------
Name: Xxx Xxxxxxxxx
Title: Vice President
THE ABOVE SUBORDINATION AGREEMENT IS HEREBY
ACKNOWLEDGED AND ACCEPTED AS OF DEC. 18TH, 1996.
KEYCORP LEASING LTD.
By: /s/ Xxxxx X. Xxxx
-------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Regional Business Unit Manager
2
STATE OF WASHINGTON )
)ss.:
COUNTY OF WHATCOM )
On this 12th day of December, 1996, before me the subscriber personally
appeared Xxx Xxxxxxxxx, who being by me duly sworn, did depose and say; that
(s)he resides at Bellingham, WA; that (s)he is a Vice President of U.S. Bank
of Washington, the corporation described in and which executed the foregoing
instrument, and that (s)he signed his/her name thereto by order of the Board
of Directors of said corporation.
/s/ Xxxxxx Xxxxx
-----------------------------------
NOTARY PUBLIC
My Commission Expires: 9-19-99
[SEAL]
3
EXHIBIT A
THE EQUIPMENT
QTY EQUIPMENT DESCRIPTION
--- ---------------------
1 SASIB WS-20 SERIES II WRAPPER
20 GREMSER VACUUM FEEDERS AND ACCESSORIES
1 MULTI CONVEYOR COUNTER STACKER
1 MPI 2114 CUSTOM TOP PANEL PRINT AND APPLY LABELER WITH BAR CODE SCANNER
1 INTRALOX 180 DEGREE CONVEYOR
1 CALIPER MEASURING SYSTEM
1 IMPACT SYSTEM MANAGER MODULE
1 IMPACT GENERAL LEDGER MODULE
1 IMPACT ACCOUNTS PAYABLE MODULE
1 IMPACT ACCOUNTS RECEIVABLE MODULE
1 IMPACT CASH BOOKS MODULE
1 IMPACT INVENTORY CONTROL MODULE
1 IMPACT PURCHASE ORDER MODULE
1 IMPACT SALES ORDER PROCESSING MODULE
1 IMPACT SALES ANALYSIS MODULE
1 IMPACT XXXX OF MATERIALS MODULE
1 IMPACT ESTIMATING MODULE
1 IMPACT WORK IN PROGRESS MODULE
1 IMPACT NET REQUIREMENTS PLANNING MODULE
1 IMPACT GRAPHICAL USER INTERFACE MODULE
1 IMPACT FIXED ASSETS MODULE
1 RETURN MERCHANDISE AUTHORIZATION
1 IMPACTINTERFACE (REMOTE SITE)
1 IMPACT REPORT WRITER MODULE
1 EDIT BASE MODULE
1 ODBC FOR IMPACT
1 IMPACT MICRO FOCUS RUNTIME SYSTEMS (OSX)
1 EIS SYSTEM 5 USER
32 SYSTEM INSTALLATION HOURS
200 IMPACT TRAINING HOURS
40 DATA CONVERSION HOURS
100 IMPLEMENTATION ASSISTANCE
1 ANNUAL LICENSE FEE
1 ANNUAL TELEPHONE SUPPORT
1 UNLIMITED 1ST QTR TELEPHONE SUPPORT
1 IMPLEMENTATION AND PROCEDURES GUIDE
1 AIX OPERATING SYSTEM
1 AIX MEDIA (CD ROM)
1 DIAGNOSTICS DISKETTES
1 AIX IBM CD ROM HYPERTEXT
1 IBM INFO EXPLORER
1 ICE TCP 64 USER
16 CONFIGURATION TIME
1 IBM RS/6000 POWER SERVER 39H
2 IBM SCSI2 FAST/WID ADAPTER
2 IBM 32MB-64MB RAM UPGRADE
2 IBM L-2 CAHCE, 1 MB
1 IBM 16 BIT DROP CABLE
1 IBM 4.2 GB FAST SCSI DISK
1 IBM 4.5 GB FAST DISK
4
1 DDS-2 4 MM TAPE BACKUP
1 IBM RS/6000 CONSOLE CABLE
1 8 PORT SERIAL CONTROLLER
1 IBM 10 BASE T TRANSCEIVER
1 IBM ETHERNET CARD
1 IBM 3153 AMBER TERMINAL
1 APC SMART POWER
1 APC POWER CHUTE SOFTWARE
1 DDS AIX SHUTDOWN CABLE
1 VSIFAX/MODEM SERVER
1 MULTITECH MODEM FOR FAX
1 US ROBOTICS 28.8 K BAUD
1 MODEM
1 CTM 2000 INLINE HIGH SPEED HOLE PUNCH
1 FL XXXXXX XX S/N: 263 RH
1 XXXXX DIE CUTTER MACHINE S/N: 16118
1 25 HP ROOTS VACUUM SYSTEM NEW
1 FL SMITHE TABBER
1 1000 W/SQUEEZE ROLL 36X45
2 LDR AJR TABLE 30 X 48
1 KLNGE LIFT HPV10B ELECTRIC 22"
1 XXXXXXX MODEL 112 TM FREGOL WALKIE/RIDER 6000# WITH 27" X 48" FORKS
1 USED XXXXXX SIX COLOR 28" X 40" OFFSET PRESS XXXXX 000 X/X #0000
0 XX-000 XXXXXXXX XXXXXXXXXX PACKAGE
1 CRATING
1 XXXXXXXX XX-15HO DUAL FOLLING FILTER
1 R211 XXXXXXX USED S/N9302117638
1 SULLAIR 75HP ROTARY SCREW AIR COMPRESSOR ACAC 460/3/60
1 SULLUBE-32 LUBRICANT
1 HEAVY DUTY AIR FILTER
1 ODP PREMIUM EFFICIENT MOTOR
1 GRF300A GREAT LAKES AIR REFRIGER AIR DRYER-460/3/60
1 PAR-08F74A XXXXXX 1 1/2" FILTER W/METAL & SIGHT PAR DS506
1 XXXXXX AUTO DRAIN KIT XXXXXX00X*X
0 XXXXXX 0-0/0" 000XXXX COALESCING FILTER W/METAL PAR-06D3N
1 XXXXXX 1/2" AUTODRIP LEG DRAIN
2 NEW SABER PAPER CUTTERS MODEL 115'S
S/N# 61685 & 61686
7 GAVCO CD30662448X L SHAPER DESKS W/CENTER DRAWER AND KEYBOARD DRAWER
30"X66" MAIN/24"X48" RETURN
4 GAVCO CD3048SP-SINGLE PEDESTAL DESK W/KEYBOARD DRAWER 30"X48"
1 GAVCO RC3672 CONFERENCE TABLE 36"X72" RACETRACK SHAPE
1 GAVCO CC2060-ALL STORAGE CREDENZA 20"DX60"L
1 GAVCO BD3672DP EXECUTIVE DESK 36"X72"
1 GAVCO BC2072K KNEESPACE CREDENZA 20"X72"
2 GAVCO X00 00"X/00"XX00"X BOOKCASE
6 XXXXXXXX #1501L SIDE ARM CHAIRS
12 RUBBERMAID #620 KEYBOARD DRAWERS
5 BPI DIVIDER PANELS #DS7236 72"HX36"W
2 BPI DIVIDER PANELS #DS7230 72"HX30"W
5 BPI DIVIDER PANELS #DS7242 72"HX42"W
1 BPI #HC36 36" WIDE BINDER BIN FOR PANELS
7 BPI #HC30 30" WIDE BINDER BIN FOR PANELS
5
