STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
THIS STOCK PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated and made as of July 17, 2007 by Airgate International Corporation, a New York corporation (the “Pledgor”), in favor of BHC Interim Funding II, L.P., a Delaware limited partnership (the “Lender”).
ContractGuaranty • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Guaranty is subject to the terms of a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, the Borrower and the Guarantors, which Intercreditor Agreement is incorporated herein by reference. Notwithstanding any statement to the contrary in this Guaranty, (i) no payment on account of principal, interest, fees or other amounts shall become due or be paid except in accordance with the terms of the Intercreditor Agreement, and (ii) any security interest, lien, pledge or encumbrance granted to BHC shall be subordinate to the security interest, lien, pledge or encumbrance granted to Wells Fargo and shall be enforceable only in accordance with the terms of the Intercreditor Agreement until such time when the Senior Debt (as defined in the Intercreditor Agreement) has bee
LOAN AND SECURITY AGREEMENT among AIRGATE INTERNATIONAL CORPORATION as Borrower, the GUARANTORS from time to time party hereto and BHC INTERIM FUNDING II, L.P. as Lender Dated as of July 17, 2007Loan and Security Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This LOAN AND SECURITY AGREEMENT is dated as of July 17, 2007 and entered into by and among AIRGATE INTERNATIONAL CORPORATION, a New York corporation, as borrower (“Borrower”), the subsidiary guarantors from time to time party to this Agreement (collectively, the “Subsidiary Guarantors”), and BHC INTERIM FUNDING II, L.P., a Delaware limited partnership, as lender (“Lender”), with offices at 444 Madison Avenue, New York, New York 10022.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Agreement, dated as of July, 17, 2007 is made by and among BHC INTERIM FUNDING II, L.P., a Delaware limited partnership, with an office at 444 Madison Avenue, 25th Floor, New York, New York 10022 (the “Subordinated Creditor”), WELLS FARGO BANK, NATIONAL ASSOCIATION (with its participants, successors and assigns, the “Lender”), acting through its Wells Fargo Business Credit operating division, with an office located at 119 West 40th Street, 16th Floor, New York, New York 10018, AIRGATE INTERNATIONAL CORPORATION, a New York corporation (“Airgate NY” or “BHC Borrower”), AIRGATE INTERNATIONAL CORPORATION (CHICAGO), an Illinois corporation (“Airgate Chicago”), PARADIGM INTERNATIONAL, INC., a Florida corporation (“Paradigm”) (Airgate NY, Airgate Chicago and Paradigm are individually a “Borrower” and collectively and individually the “Borrowers”), all with an address of 153-04 Rockaway Boulevard, Jamaica, New York 11434, and PACIFIC CMA, INCORPORATED, a Delaware corporation (“Pacific CMA
ContractSubordination Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Agreement is subject to the terms of a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, the Borrower and the Guarantors, which Intercreditor Agreement is incorporated herein by reference. Notwithstanding any statement to the contrary in this Agreement, (i) no payment on account of principal, interest, fees or other amounts shall become due or be paid except in accordance with the terms of the Intercreditor Agreement, and (ii) any security interest, lien, pledge or encumbrance granted to BHC shall be subordinate to the security interest, lien, pledge or encumbrance granted to Wells Fargo and shall be enforceable only in accordance with the terms of the Intercreditor Agreement until such time when the Senior Debt (as defined in the Intercreditor Agreement) has b
ContractGuaranty • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Guaranty is subject to the terms of a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, the Borrower and the Guarantors, which Intercreditor Agreement is incorporated herein by reference. Notwithstanding any statement to the contrary in this Guaranty, (i) no payment on account of principal, interest, fees or other amounts shall become due or be paid except in accordance with the terms of the Intercreditor Agreement, and (ii) any security interest, lien, pledge or encumbrance granted to BHC shall be subordinate to the security interest, lien, pledge or encumbrance granted to Wells Fargo and shall be enforceable only in accordance with the terms of the Intercreditor Agreement until such time when the Senior Debt (as defined in the Intercreditor Agreement) has bee
CONTINUING UNCONDITIONAL GUARANTY (Hong Kong Corporate Guarantor)Continuing Unconditional Guaranty • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
WHEREAS, Airgate International Corporation, a New York corporation, as borrower (“Borrower”) and the Guarantors (as defined in the Loan Agreement), from time to time party thereto are entering into that certain Loan and Security Agreement dated as of July 17, 2007 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; all capitalized terms used herein shall have the same meanings ascribed to them in the Loan Agreement unless otherwise expressly stated) with BHC INTERIM FUNDING II, L.P., a Delaware limited partnership (the “Lender”), pursuant to which Lender is concurrently making a secured term loan to Borrower (the “Term Loan”); and
ContractSubordination and Intercreditor Agreement • July 27th, 2007 • Pacific Cma Inc • Terminal maintenance facilities for motor freight transport • New York
This Note is subject to the terms of a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, the Borrower and the Guarantors, which Intercreditor Agreement is incorporated herein by reference. Notwithstanding any statement to the contrary in this Note, (i) no payment on account of principal, interest, fees or other amounts shall become due or be paid except in accordance with the terms of the Intercreditor Agreement, and (ii) any security interest, lien, pledge or encumbrance granted to BHC shall be subordinate to the security interest, lien, pledge or encumbrance granted to Wells Fargo and shall be enforceable only in accordance with the terms of the Intercreditor Agreement until such time when the Senior Debt (as defined in the Intercreditor Agreement) has been paid i
