EXHIBIT 10.4
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT, dated as of March 25, 2004 (as amended,
supplemented, amended and restated or otherwise modified, this "Intercreditor
Agreement"), is made by and between XXXXXXX XXXXX CREDIT PARTNERS L.P., in its
capacity as the collateral agent (in such capacity, referred to as the "Agent")
for itself and various financial institutions and other entities (collectively
referred to as the "Secured Parties") from time to time parties to the Credit
Agreement referred to below and THE BANK OF NOVA SCOTIA, in its capacity as the
consignor (in such capacity, referred to as the "Consignor") under the
Consignment Agreement referred to below.
W I T N E S S E T H T H A T:
WHEREAS, Commemorative Brands, Inc., a Delaware corporation ("CBI"), has
granted to the Consignor a security interest in the Metals Collateral (as
defined below), pursuant to the First Amended and Restated Letter Agreement for
Fee Consignment and Purchase of Gold, dated as of March 25, 2004 (as amended,
supplemented, amended and restated or otherwise modified, or renewed by the
Consignor, the "Consignment Agreement", and collectively, together with all
other agreements between the Consignor and CBI or any of its Affiliates which
are delivered in connection with the Consignment Agreement, whether now existing
or hereafter arising, hereinafter referred to as the "Consignment Documents"),
between CBI and the Consignor in order to secure the "Obligations" defined in
the Consignment Agreement (referred to in this Intercreditor Agreement as the
"Consignment Obligations");
WHEREAS, as a condition precedent to the Lender Parties' execution and
delivery of the Credit and Guaranty Agreement, dated as of the date hereof (as
amended, supplemented, amended and restated or otherwise modified, the "Credit
Agreement"), among AAC Acquisition Corp. (to be merged with and into American
Achievement Corporation), AAC Holding Corp., certain subsidiaries of American
Achievement Corporation, a Delaware corporation ("AAC"), as Guarantors, various
lenders, Xxxxxxx Sachs Credit Partners L.P., as Joint Lead Arranger, Joint
Bookrunner, Administrative Agent and Collateral Agent, Deutsche Bank Securities
Inc. as Joint Lead Arranger and Joint Bookrunner and Deutsche Bank A.G., Cayman
Islands Branch, as Syndication Agent and CIT Lending Services Corporation,
General Electric Capital Corporation and Xxxxxxx Xxxxx Capital, A Division of
Xxxxxxx Xxxxx Business Financial Services Inc. as Co-Documentation Agents, CBI,
AAC and certain Subsidiaries of AAC have granted or will grant to the Agent, for
its benefit and the benefit of the Secured Parties, a security interest in
substantially all of the personal and real property of CBI, AAC and such
Subsidiaries under the Collateral Documents (with the real and personal property
that is the subject of the grant of a security interest under the Collateral
Documents being referred to as the "Collateral");
WHEREAS, the Metals Collateral will secure the Consignment Obligations;
WHEREAS, the Collateral will secure the Secured Obligations;
WHEREAS, the Metals Collateral will constitute a portion of the
Collateral;
WHEREAS, the Consignor and the Agent (on behalf of the Secured Parties)
desire to establish and set forth their agreement in respect of the priorities
of their security interests in and to the Collateral and the Metals Collateral;
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Definitions. Unless otherwise defined in this Intercreditor
Agreement or the context otherwise requires, terms defined in the Credit
Agreement are used in this Intercreditor Agreement with the meanings set forth
in the Credit Agreement. Furthermore, for the purposes hereof, the following
terms shall have the meanings set forth below:
"Acceleration/Insolvency Event" means the earlier to occur of (i) the date
on which either the Agent or the Consignor receives an Acceleration Notice (as
defined in Section 2) from the other or (ii) the date any Credit Party, or any
of the Collateral, becomes the subject of a voluntary or involuntary bankruptcy,
insolvency, reorganization, arrangement, debt readjustment or other liquidation
or similar proceeding, including any such proceeding involving the appointment
of a receiver, trustee, custodian or liquidator.
"Acceleration Notice" is defined in Section 2.
"Collateral" is defined in the second recital.
"Collateral Documents" has the meaning ascribed to such term in the Credit
Agreement.
"Consignment Documents" is defined in the first recital.
"Consignment Obligations" is defined in the first recital.
"Credit Agreement" is defined in the second recital.
"Credit Obligations" means "Obligations", as such term is defined in the
Credit Agreement.
"Credit Party" means, collectively, CBI, AAC and each Guarantor.
"Declared Acceleration" is defined in Section 2.
"Inventory" means any "inventory" (as such term is defined in the New York
Uniform Commercial Code in effect on the date hereof).
"Liquidation" means the sale, transfer or disposition of any of the
Collateral and/ or Metals Collateral by either the Consignor or the Agent or a
trustee for or other representative of any Credit Party upon the occurrence or
following the occurrence of an Acceleration/ Insolvency Event.
"Metals Collateral" means, without duplication:
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(i) all of the personal property described on Schedule I hereto,
(ii) gold content in whatever form (whether bullion, granule, alloys or
otherwise) (collectively with any such gold content described on Schedule
I hereto, "Metals") included in the Collateral, whether now owned or
hereafter acquired by CBI, or in which CBI may now have or hereafter
acquire an interest, including the Metals content included in all
Inventory of CBI and the Metals content included in other property of CBI
(including the Metals content included in all merchandise, raw materials,
work-in-process and finished goods, and including all Metals on
consignment or otherwise delivered or on account from the Consignor to
CBI), in each case, whether located at CBI's premises, or in the
possession of fabricators, refiners or other third parties,
(iii) a portion (such portion shall be limited to the outstanding amount, if
any, owing by CBI to the Consignor pursuant to the Consignment Documents
for the Metals contained in the Inventory which was sold by CBI to
generate such account receivable, the "Consignment Account Receivable
Portion") of each account receivable of CBI generated from the sale of
Inventory of CBI containing Metals (notwithstanding the foregoing, the
aggregate amount of the Consignment Account Receivable Portion shall not
exceed the "Account Receivable Reported Amount" from time to time reported
by CBI to the Agent pursuant to Section 4 below),
(iv) all cash proceeds generated from the Liquidation of the Metals Collateral
described in the foregoing clauses (ii) and (iii) to the extent such cash
proceeds are attributable to the Metals content thereof, and
(v) all insurance proceeds of all of the foregoing Metals Collateral
attributable to the Metals content thereof.
"Secured Obligations" has the meaning ascribed to such term in the Pledge
and Security Agreement.
"Secured Parties" has the meaning ascribed to such term in the Credit
Agreement.
SECTION 2. Default/Commitment Suspension/Acceleration; Notices. In the
event that (i) either the Consignor or the Agent (individually, a "Creditor" and
collectively with the Consignor, the "Creditors"), declares any part of the
Consignment Obligations or the Credit Obligations, as applicable, to be in
default, (ii) either the Consignor terminates or suspends its obligations to
deliver Metals as provided in the Consignment Agreement or the Agent, terminates
or suspends the Secured Parties' obligation to make Credit Extensions under the
Credit Documents, or (iii) either the Consignor or the Agent, accelerates the
Consignment Obligations or Credit Obligations or, subject to Section 6, makes
any demand to foreclose on the Collateral (the events described in this clause
(iii) each referred to as a "Declared Acceleration"), under either the
Consignment Documents or Credit Documents, as applicable, such Creditor will
give prompt written notice (an "Acceleration Notice") thereof to the other
Creditor, indicating whether or not such event constitutes a Declared
Acceleration, and will furnish to the other Creditor a copy of the notice given
to such Credit Party, as applicable. Subject to the other terms of this
Intercreditor Agreement, it is expressly understood and agreed by each Creditor
that
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Indebtedness owing to Consignor or any Secured Party from any Credit Party may
be accelerated in accordance with the terms of the Credit Agreement or the
Consignment Agreement, as applicable, and, except as otherwise expressly stated
to the contrary herein, this Intercreditor Agreement does not limit or affect
such right or any other rights afforded to the Consignor or Secured Parties
under the Credit Documents or the Consignment Documents. All notices and other
communications pursuant to this Intercreditor Agreement shall be in writing and
shall be mailed by United States first class mail, postage prepaid or by
facsimile communication confirmed by letter to the parties hereto (other than
the Credit Parties), or delivered by nationally-recognized overnight courier
service, at the address indicated therefor underneath such party's (other than
the Credit Parties) signature hereto, or such other address and to such other
individual as a Creditor may indicate from time to time in writing to the other
Creditor. Notices sent in accordance with the foregoing shall be deemed received
upon the earliest to occur of actual receipt (in the case of telecopy
communication to the appropriate person), three (3) Business Days after being
sent by first class mail, postage prepaid, or one (1) Business Day after being
sent by overnight courier.
SECTION 3. Cross Default. Notwithstanding any provision in the Consignment
Documents to the contrary, no "Event of Default" under the Consignment Documents
will be deemed to exist solely as a result of an "Event of Default" under the
Credit Documents unless the Consignor notifies the Agent of the Consignor's
intention to exercise any rights or remedies under the Consignment Documents and
ten (10) Business Days pass after such notice. Notwithstanding the foregoing,
upon any Event of Default under the Credit Documents, the Consignor may
terminate making consignments to CBI under the Consignment Document.
SECTION 4. Account Receivable Reported Amount. CBI will deliver to the
Agent a copy of each Borrowing Base Certificate delivered by it to the Consignor
under the Consignment Agreement, which Borrowing Base Certificates will indicate
on line 8C thereof the amount of money (the "Account Receivable Reported
Amount") then owing by CBI to the Consignor for Metals included in Inventory
sold by CBI to its customers. Each such Borrowing Base Certificate shall, unless
objected to by either the Agent or the Consignor, be deemed to be accurate and
conclusive for purposes of this Intercreditor Agreement.
SECTION 5. Cooperation in Liquidation. The Creditors shall cooperate in
the Liquidation of the assets constituting the Collateral as security for the
Consignment Obligations and the Credit Obligations, in a commercially reasonable
manner under the circumstances and in accordance with the Uniform Commercial
Code in force and effect in such jurisdictions as may be applicable and shall
dispose of the proceeds thereof for the pro rata benefit of the Consignor and
the Lender Parties and in accordance with the terms of this Intercreditor
Agreement (it being agreed by the parties that (i) the Consignor shall establish
the procedures for Liquidation of Metals Collateral and shall conduct such
Liquidation and (ii) the Agent shall establish the procedures for Liquidation of
Collateral other than Metals Collateral and shall conduct such Liquidation under
this clause (ii) in accordance with the terms of the Collateral Documents which
shall govern).
SECTION 6. Relative Priorities; Rights to Require Foreclosure. (a)
Notwithstanding the actual priorities of the respective security interests of
the Creditors in the Collateral, the Creditors covenant and agree that (i) as
between the Creditors, the Agent has a first priority
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security interest with respect to the Collateral other than the Metals
Collateral, (ii) as between the Creditors, the Agent has a second priority
security interest with respect to the Metals Collateral, (iii) as between the
Creditors, the Consignor has a first priority interest with respect to the
Metals Collateral and (iv) upon an Acceleration/Insolvency Event, the proceeds
of the Collateral (other than the Metals Collateral) subject to Section 6(c)
below shall be applied for the pro rata benefit of the Consignor (as one of the
Secured Parties) and other Secured Parties based on the amount of the Secured
Obligations in accordance with the Credit Documents.
(b) The parties hereto acknowledge that the Consignor has a first
priority perfected security interest in the Metals Collateral for payment of the
Consignment Obligations and the Agent for the benefit of the Secured Parties has
a second priority perfected security interest in the Metals Collateral to secure
the payment of the Credit Obligations. Upon an Acceleration/Insolvency Event,
subject to Section 6(c) below, the proceeds of the Metals Collateral shall be
applied first, so long as any Consignment Obligations shall be outstanding, to
the payment of the Consignment Obligations, and second, to the extent of any
excess of such proceeds, to the payment of the Credit Obligations in accordance
with the Credit Documents.
(c) With respect to the Liquidation of any or all of the Collateral,
all out-of-pocket costs incurred in any such Liquidation by the Agent (and by
the Consignor with respect to Metals Collateral), including storage charges,
auction charges, advertising charges, accounting fees, attorneys' fees and other
costs and expenses of recovery, shall first be paid before applying the
remaining proceeds in payment of the interest, fees, principal and other sums
due under the Consignment Documents and Credit Documents.
(d) The Agent shall make such demands and give such notices under
the Collateral Documents, and shall take such actions to enforce the Collateral
Documents and to foreclose upon, collect and dispose of all or any portion of
the Collateral in accordance with the terms of the Credit Documents. All such
directions shall be binding upon the Consignor for all purposes and the
Consignor acknowledges and agrees that it shall not have any right to exercise,
individually, any rights or remedies under any Collateral Document, it being
understood and agreed that all of such rights and remedies shall be exercised
solely by and through the Agent for the benefit of all of the Secured Parties;
provided, that the Consignor may exercise its rights and remedies under the
Consignment Agreement as provided in Section 7 with respect to Metals
Collateral.
SECTION 7. Special Conditions on Liquidation and Disposition of Metals
Collateral. Unless otherwise agreed by the Creditors, Metals Collateral shall be
Liquidated and the proceeds thereof shall be applied as follows:
(a) CBI's Inventory of Metals Collateral in the form of raw materials shall be
Liquidated by the Consignor and the proceeds thereof shall be distributed
to the Agent for application to the payment of the Consignment Obligations
as provided in Section 8(c).
(b) Unless the Creditors shall mutually agree otherwise, CBI's Inventory
containing Metals Collateral in the form of finished goods shall be
Liquidated by the Agent and the proceeds thereof shall be applied by the
Agent to the payment of the Consignment
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Obligations as provided in Section 8(c) and the Secured Obligations as
provided in Section 6, as applicable.
(c) Unless the Creditors shall otherwise mutually agree, CBI's Inventory
containing Metals Collateral in the form of work-in-process shall be
disassembled to the extent reasonably possible and the Metals Collateral
contained therein shall be Liquidated by the Agent, and the proceeds
thereof shall be applied by the Agent to the payment of the Consignment
Obligations as provided in Section 8(c) and the Secured Obligations as
provided in Section 6, as applicable.
(d) Unless the Creditors shall mutually agree otherwise, CBI's accounts
receivable included in clause (iii) of the definition of Metals Collateral
shall be Liquidated by the Agent and the proceeds thereof shall be applied
to the payment of the Consignment Obligations as provided in Section 8(c)
and the Secured Obligations as provided in Section 6, as applicable.
SECTION 8. Additional Obligations.
(a) The Agent covenants and agrees that it shall not take any steps to enforce
its rights of foreclosure or Liquidation with respect to the Collateral
other than in accordance with the Credit Documents.
(b) The Consignor covenants and agrees that so long as any of the Credit
Obligations remain outstanding, it shall not (i) take any steps to enforce
its rights of foreclosure or Liquidation under the Consignment Documents,
or otherwise, with respect to the Collateral (except in accordance with
this Intercreditor Agreement; provided such steps are consented to by the
Agent), (ii) accept or receive delivery of the Collateral (other than the
Metals Collateral in accordance with this Intercreditor Agreement), nor
(iii) obtain any Lien on or security interest in any of the Collateral
(other than under the Credit Documents).
(c) Except as otherwise set forth in this Intercreditor Agreement, in the
event that the Collateral or any collections or proceeds thereof, whether
in Cash, securities or other property, shall be received after an
Acceleration/Insolvency Event by the Consignor while any Credit
Obligations are outstanding, the Consignor shall notify the Agent of such
fact, shall hold such Collateral, collections or proceeds in trust for the
benefit of the Agent and, upon the request of the Agent, shall pay and
deliver the same to the Agent to the extent of any remaining Credit
Obligations. In the event that any Metals Collateral in which the
Consignor has a first priority security interest shall be received after
an Acceleration/Insolvency Event by the Agent while any Consignment
Obligations are outstanding, the Agent shall notify the Consignor of such
fact, shall hold such Metals Collateral in trust for the benefit of the
Consignor and, upon the request of the Consignor, shall pay and deliver
the same to the Consignor to the extent of any remaining Consignment
Obligations.
SECTION 9. Relative Priorities of Security Interests. The priorities of
the security interests established, altered or specified in this Intercreditor
Agreement are applicable without
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regard to the time or order of attachment or perfection thereof, the method of
perfection, the time or order of filing of financing statements or taking of
possession, or the giving of or failure to give notice of the acquisition or
expected acquisition of purchase money, consignment or other security interests;
provided, however, that the relative priorities set forth herein are expressly
conditioned upon the due and proper perfection, and the nonavoidance by a
bankruptcy trustee, debtor-in-possession or other party of any security
interests which have priority pursuant to this Intercreditor Agreement; and
provided further, however, that if any security interest is not perfected, or is
voided by a bankruptcy trustee, debtor-in-possession or other party which
voiding is upheld by a final decision, then the relative priority specified
herein with respect to such security interest to the extent not perfected or
voided, as the case may be, shall not be affected. The priorities of any
security interests which are not established, altered or specified herein shall
exist and continue in accordance with applicable provisions of law. The
agreements made herein are solely for the purpose of establishing the relative
priorities of the Creditors and shall not inure to the benefit of any other
Person (including any Credit Party) except the respective successors and assigns
of the Creditors and the Secured Parties.
SECTION 10. Restrictions on Assignment. Each successor and assign to the
Consignor under the Consignment Agreement shall be subject to the terms of this
Intercreditor Agreement. Each successor and assign to the Agent for the Secured
Parties shall be subject to the terms of this Intercreditor Agreement.
SECTION 11. Marshalling of Assets. Each Creditor hereby waives any and all
rights to have any of the Collateral marshalled upon any foreclosure of any of
such Creditor's security interests. Nothing in this Section is intended to
change the relative priorities of the Creditors in the Collateral as set forth
in this Intercreditor Agreement.
SECTION 12. Cooperation. The Consignor shall provide the Agent with not
less than ten (10) Business Days' prior written notice following an Acceleration
Notice of the procedures which will be used for Liquidation of the Metals
Collateral and will attempt in good faith to resolve any disputes with the Agent
over such procedures. Without limiting the foregoing or any other provision of
this Intercreditor Agreement, following an Event of Default under the
Consignment Documents, the Consignor may not exercise any right or remedy (other
than ceasing to make consignments to CBI) until it has provided the Agent with
the aforementioned notice and ten (10) Business Days pass thereafter. The
notices provided in this Section may be given concurrently.
SECTION 13. Contesting Liens or Security Interests. Neither of the
Creditors shall contest the validity, perfection, priority, non-avoidability or
enforceability of any Lien, claim or security interest of the other Creditor in
the Collateral or the Metals Collateral.
SECTION 14. Agent's Rights in the Collateral. Notwithstanding anything in
this Intercreditor Agreement to the contrary, this Intercreditor Agreement shall
not restrict or otherwise limit the Agent in any manner whatsoever (including,
without limitation, any of its rights, interests or remedies or ability to
release or otherwise dispose of the Collateral) with respect to any Collateral
(other than, for so long as the Consignment Obligations are outstanding, the
Metals Collateral).
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SECTION 15. Purchase Right. Without prejudice to the enforcement of the
Consignor's remedies, the Consignor agrees with the Agent for the benefit of the
Secured Parties (other than the Consignor) at any time following a Declared
Acceleration, the Consignor will offer the Secured Parties (other than the
Consignor) the option to purchase the aggregate amount of outstanding
Consignment Obligations at par, without warranty or representation or recourse.
The Secured Parties shall accept or reject such offer within ten (10) Business
Days of the receipt thereof and the parties shall endeavor to close promptly
thereafter. If the Secured Parties accept such offer, it shall be exercised
pursuant to documentation mutually acceptable to each of the Agent, Consignor
and the Secured Parties. If the Consignor rejects such offer, the Consignor
shall have no further obligations pursuant to this Section 15 and may take any
further actions in its sole discretion in accordance with this Intercreditor
Agreement.
SECTION 16. Amendments. Except as provided below in this Section 15, each
Creditor may without notice to or consent of the other Creditor amend, modify,
waive any term of, exercise any rights under and otherwise deal with any of the
Credit Documents or Consignment Documents, as applicable (provided, that the
Collateral Documents may not, without the consent of the Consignor, be amended,
waived or otherwise modified if the result is (or would be) to adversely affect
the Consignor by altering the required application of proceeds of the Collateral
to the Consignor in its capacity as a Secured Party under the Collateral
Documents from that prescribed in the Collateral Documents on the date hereof.
The Consignor will not consent to amend the Consignment Documents in a manner
that violates Section 6.16(b) of the Credit Agreement (as in effect on the date
hereof).
SECTION 17. Term. This Intercreditor Agreement shall expire upon final
payment and satisfaction in full in Cash of (i) the Consignment Obligations or
(ii) the Credit Obligations and the termination of Commitments under the Credit
Agreement.
SECTION 18. Governing Law; Counterparts. THIS INTERCREDITOR AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT THAT
THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST IN THE COLLATERAL, OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. This Intercreditor
Agreement constitutes the entire understanding among the parties hereto with
respect to the subject matter hereof and supersedes any prior agreements,
written or oral, with respect thereto. All terms used herein which are not
defined herein but are defined in the Uniform Commercial Code as in effect in
New York on the date hereof shall have the meanings therein stated unless the
context otherwise requires. This Intercreditor Agreement may be executed by the
parties hereto in several counterparts hereof and by the different parties
hereto on separate counterparts hereof, each of which shall be deemed an
original and all of which counterparts shall together constitute one and the
same agreement. Delivery of an executed signature page of this Intercreditor
Agreement by facsimile transmission shall be effective as an in-hand delivery of
an original executed counterpart hereof.
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SECTION 19. No Rights Extended to Credit Parties. The rights conveyed in
this Intercreditor Agreement shall not extend to any Credit Party.
IN WITNESS WHEREOF, the parties have caused this Intercreditor Agreement
to be executed by their respective duly authorized officers as of the date first
above written.
THE BANK OF NOVA SCOTIA,
in its capacity as the Consignor
By: __________________________
Title: _______________________
By: __________________________
Title: _______________________
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Director of Operations,
c/o Scotia Mocatta
Facsimile: 000-000-0000
with a copy to
The Bank of Nova Scotia
Wholesale Banking Operations
00 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: Head of Metal Operations, Toronto
Facsimile No.: 000-000-0000
XXXXXXX XXXXX CREDIT PARTNERS L.P.,
in its capacity as Collateral Agent
By: __________________________
Title: _______________________
Attention:
Facsimile:
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Consented and agreed to as of the date first above written:
COMMEMORATIVE BRANDS, INC.
By: __________________________
Title: _______________________
AAC HOLDING CORP.
AAC ACQUISITION CORP.
EDUCATIONAL COMMUNICATIONS, INC.
XXXXXX SENIOR HOLDING CORP.
TP HOLDING CORP.
XXXXXX PUBLISHING COMPANY
CBI NORTH AMERICA, INC.
By: __________________________
Title: _______________________
AMERICAN ACHIEVEMENT CORPORATION
By: __________________________
Title: _______________________
XXXXXX PUBLISHING MANUFACTURING, L.P.
By: Xxxxxx Publishing Company
its General Partner
By: ________________________
Name:
Title:
XXXXXX MANUFACTURING HOLDINGS, LLC
By: Xxxxxx Publishing Company
its Sole Member
By: ________________________
Name:
Title:
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SCHEDULE I*
All of CBI's right, title and interest in and to (i) all Gold of any
quality or fineness (including the Gold consigned and purchased under this
Agreement), wherever located from time to time including at the Plants or the
Approved Inventory Locations or in transit or with the Consignee's salesmen,
college book stores or jewelry stores as samples, (ii) all Processed Gold
wherever located from time to time including at the Plants or the Approved
Inventory Locations or in transit or with the Consignee's salesmen, college book
stores or jewelry stores as samples and (iii) an undivided interest in all
proceeds of such Gold, including, an undivided interest in the accounts owing by
any account debtor, and related general intangibles (if any) arising from the
sale of Gold (including the Gold and the Processed Gold) in each case which
undivided interest shall be, with respect to any such proceeds, accounts or
general intangibles, equal to the ratio that the Dollar Value of such Gold
contained in the goods delivered to such account debtor or comprising a part
thereof bears to the total cost of such goods.
------------
* Terms used in this Schedule I shall have the meanings assigned to such terms
in the Consignment Agreement.
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