EXHIBITS FOR S-1 REGISTRATION STATEMENT
OF METRO INFORMATION SERVICES, INC.
EXHIBIT 10.4 INTERCREDITOR AGREEMENT DATED AS OF MAY 2, 1996 BY AND BETWEEN
NATIONSBANK, N.A. CRESTAR BANK, SIGNET BANK AND REGISTRANT.
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT ("Agreement") is made as of May 2, 1996, by
and between NATIONSBANK, N.A. ("NationsBank"), CRESTAR BANK ("Crestar") and
SIGNET BANK ("Signet").
RECITALS:
A. Signet has extended, or intends to extend, certain loans and/or credit
facilities to Metro Information Services, Inc., a Virginia corporation
("Company"), in an amount not to exceed $2,000,000 (collectively referred to as
the "Signet Loan"). Any documents which now or subsequently evidence, secure or
otherwise document the Signet Loan shall be referred to as the "Signet Loan
Documents." The term "Signet Loan" shall also include all loans, credit
accommodations, letters of credit, reimbursement agreements, acceptances,
guaranty obligations, indebtedness, liabilities, overdrafts in any checking or
other account of the Company with Signet, rights to payment, indemnities, and
other obligations of any kind now or hereafter owed by the Company to Signet,
including, without limitation, all principal amounts, interest charges, late
charges, fees, and other charges and sums, all costs and expenses, including
attorneys' fees and expenses payable or reimbursable by the Company under the
Signet Loan Documents, and otherwise (including interest, late charges, fees and
other charges and sums accruing on such debt after the Company becomes subject
to a bankruptcy proceeding, whether or not any of the same are enforceable
against the Company or recoverable against the bankruptcy estate), as well as
all claims, demands, actions, causes of action and judgments arising from or
relating to any of the foregoing, whether absolute or contingent, matured or
unmatured, accrued or not accrued, liquidated, or unliquidated, direct or
indirect, joint or several, contemplated or uncontemplated, secured or
unsecured, including, without limitation, all indebtedness, obligations and
liabilities evidenced by or incurred in connection with the Signet Loan
Documents, and all replacements, modifications, extensions, renewals or
refinancings of any or all of the foregoing.
B. Crestar has extended or intends to extend certain loans or credit
facilities to the Company in an amount not to exceed $2,000,000 (collectively
referred to as the "Crestar Loan"). Any documents which now or subsequently
evidence, secure or otherwise document the Crestar Loan shall be referred to as
the "Crestar Loan Documents." The term "Crestar Loan" shall also include all
loans, credit
accommodations, letters of credit, reimbursement agreements, acceptances,
guaranty obligations, indebtedness, liabilities, overdrafts in any checking or
other account of the Company with Crestar, rights to payment, indemnities, and
other obligations of any kind now or hereafter owed by the Company to Crestar,
including, without limitation, all principal amounts, interest charges, late
charges, fees, and other charges and sums, all costs and expenses, including
attorneys' fees and expenses payable or reimbursable by the Company under the
Crestar Loan Documents, and otherwise (including interest, late charges, fees
and other charges and sums accruing on such debt after the Company becomes
subject to a bankruptcy proceeding, whether or not any of the same are
enforceable against the Company or recoverable against the bankruptcy estate),
as well as all claims, demands, actions, causes of action and judgments arising
from or relating to any of the foregoing, whether absolute or contingent,
matured or unmatured, accrued or not accrued, liquidated, or unliquidated,
direct or indirect, joint or several, contemplated or uncontemplated, secured or
unsecured, including, without limitation, all indebtedness, obligations and
liabilities evidenced by or incurred in connection with the Crestar Documents,
and all replacements, modifications, extensions, renewals or refinancings of any
or all of the foregoing.
C. NationsBank has extended or intends to extend certain loans or credit
facilities to the Company in an amount not to exceed $8,000,000 (collectively
referred to as the "NationsBank Loan"). Any documents which now or subsequently
evidence, secure or otherwise document the NationsBank Loan shall be referred to
as the "NationsBank Loan Documents." The term "NationsBank Loan" shall also
include all loans, credit accommodations, letters of credit, reimbursement
agreements, acceptances, guaranty obligations, indebtedness, liabilities,
overdrafts in any checking or other account of the Company with NationsBank,
rights to payment, indemnities, and other obligations of any kind now or
hereafter owed by the Company to NationsBank, including, without limitation, all
principal amounts, interest charges, late charges, fees, and other charges and
sums, all costs and expenses, including attorneys' fees and expenses payable or
reimbursable by the Company under the NationsBank Loan Documents, and otherwise
(including interest, late charges, fees and other charges and sums accruing on
such debt after the Company becomes subject to a bankruptcy proceeding, whether
or not any of the same are enforceable against the Company or recoverable
against the bankruptcy estate), as well as all claims, demands, actions, causes
of action and judgments arising from or relating to any of the foregoing,
whether absolute or contingent, matured or unmatured, accrued or not accrued,
liquidated, or unliquidated, direct or indirect, joint or several, contemplated
or uncontemplated, secured or unsecured, including, without limitation, all
indebtedness, obligations and liabilities evidenced by or incurred in connection
with the NationsBank Loan Documents, and all replacements, modifications,
extensions, renewals or refinancings of any or all of the foregoing. The Signet
Loan, Crestar Loan and the NationsBank Loans are individually referred to as a
"Loan" and collectively as the "Loans" and the NationsBank Loan Documents, the
Crestar Loan Documents and the Signet Loan Documents collectively are referred
to as the Loan Documents.
▇. ▇▇▇▇▇▇, Crestar and NationsBank desire to agree among themselves to
certain terms and conditions regarding the Loans as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. JUNIOR LOANS. It is agreed by and between Signet and Crestar
(collectively referred to as the "Junior Lenders") that the indebtedness and
obligations of the Company evidenced by the Signet Loan and the Crestar Loan
(collectively referred to as the "Junior Loans") shall at all times be and
remain in PARI PASSU without preference, priority or distinction by virtue of
any existence of any lien on the Company's property, real, personal or mixed
(the "Assets").
As used herein, "Specific Security Interest" means a perfected and
enforceable security interest of a Lender in any of the following Assets,
including the products and proceeds thereof and accessions thereto:
(a) Assets made available to the Company by such Lender (or its agent
of bailee) pursuant to a trust receipt or other security agreement the effect of
which is to continue the Lender's security interest therein; or
(b) Assets covered by a non-negotiable document issued in the name of
such Lender or as to which the Lender (or agent of bailee on its behalf)
controls possession through a negotiable document.
2. NATIONSBANK LOAN. The Junior Lenders agree that any liens, security
interests, mortgages or pledges of any of the assets of the Company in favor of
or for the benefit of the Junior Lenders, now existing or arising in the future,
are hereby expressly made subordinate and junior in priority to any liens,
security interests, mortgages or pledges of any of the assets of the Company,
now existing or arising in the future, securing the NationsBank Loan, regardless
of the record priority or dates of any public filings pertaining thereto or
whether any or all of the security interests and liens securing any of the
NationsBank Loan are unperfected or avoidable. This subordination provision
shall apply with respect to all of the collateral for the NationsBank Loan,
regardless of how or in what manner the NationsBank Loan is incurred, or whether
the NationsBank Loan has already been incurred or may be incurred in the future
by future advances or other financial accommodations made or extended by
NationsBank, or whether such future advances or other financial accommodations
are made at the discretion of NationsBank under the NationsBank Documents or
pursuant to commitment or otherwise.
3. SUBORDINATED INDEBTEDNESS OWED ONLY TO JUNIOR LENDERS. The Junior
Lenders warrant and represent to NationsBank that neither has previously
assigned any interest in the Junior Loans to any party, that no party owns an
interest in the Junior Loans other than the Junior Lenders (whether as joint
holder of the Junior Loans, participants or otherwise), that the entire Junior
Loans are owing to the Junior Lenders and the Junior Lenders covenant that the
Junior Loans shall continue to be owing only to the Junior Lenders unless
assigned in
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accordance with the terms of this Agreement as provided in paragraph 6 below.
Until all of the NationsBank Loan has been paid, the Junior Lenders shall not
take or permit any action prejudicial to or inconsistent with NationsBank's
priority position over the Junior Lenders that is created by this Agreement.
4. SUBROGATION. After the NationsBank Loan has been paid in full and
until the Junior Loans have been paid in full, the Junior Lenders shall be
subrogated to the rights of NationsBank to receive distributions with respect to
the NationsBank Loan, to the extent that distributions otherwise payable to the
Junior Lenders have been applied to the payment of the NationsBank Loan in
accordance with the provisions of this Agreement. As between the Company and
the Junior Lenders, a distribution applied to the payment of the NationsBank
Loan in accordance with the provisions of this Agreement which otherwise would
have been made to the Junior Lenders shall not be deemed a payment by the
Company on the Junior Loans, it being understood that the subordination
provisions of this Agreement are intended solely for the purpose of defining the
relative rights of the Junior Lenders, on the one hand, and NationsBank, on the
other hand, and nothing contained in this Agreement shall impair the obligations
of the Company, which are absolute and unconditional, to pay to the Junior
Lenders the Junior Loans as and when the same shall be due and payable in
accordance with its terms, except as such obligation is modified by the rights
confirmed under this Agreement in favor of NationsBank, or affect the relative
rights of the Junior Lenders and the creditors of the Company other than
NationsBank. NationsBank shall have no obligation or duty to protect the Junior
Lenders' rights of subrogation and shall have no liability to the Junior Lenders
for any loss or impairment of the Junior Lenders' subrogation rights.
5. NO ASSIGNMENT OF SUBORDINATED INDEBTEDNESS. The Junior Lenders agree
that, until the NationsBank Loan has been paid in full and satisfied and all
financing arrangements between the Company and NationsBank have been terminated
in writing, it will not assign, transfer or grant a participating interest in
all or any portion of the Junior Loans, without prior written notice to
NationsBank. Furthermore, prior to any such assignment, transfer or grant of a
participation being effective the assignee, transferee or participant shall
acknowledge in writing the subordinate nature of the Junior Loans and upon
request of NationsBank, shall join in or otherwise agree to be bound by this
Agreement.
6. TERM AND LENDING LIMITS. This Agreement shall constitute a continuing
agreement by and among each of Signet, Crestar and NationsBank (collectively
referred to as the "Lenders") and each of the Lenders may continue, without
notice to any of the other Lenders, to lend monies and extend credit (with
re-advances expressly permitted) limited in aggregate principal amount
outstanding at any time, excluding interest, penalties and amounts advanced to
protect security, up to the following limits at any one time outstanding
(collectively referred to as the "Lending Limits"):
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Signet -- $2,000,000
Crestar -- $2,000,000
NationsBank -- $8,000,000
Each of the Lenders shall have the right to modify, amend, renew, extend and
replace its own loan documents which evidence or secure its Loan (generically
referred to as the "Loan Documents") and make other accommodations to or for the
account of the Company in reliance upon the provisions of this Agreement, in all
of which events the Junior Loans shall continue to be subordinated to the
NationsBank Loan (as the same may be increased and/or modified) to the full
extent provided herein and as between the Junior Lenders each shall be and
remain in PARI PASSU. This Agreement shall be irrevocable by all of the Lenders
until all of the Loans shall have been paid and fully satisfied and all
financing arrangements between the Company and the Lenders have been terminated
in writing. This Agreement and the obligations of the Lenders under this
Agreement shall continue to be effective, or be reinstated, as the case may be,
if at any time any payment in respect of any of the Loans is rescinded or must
otherwise be restored or returned by NationsBank by reason of any bankruptcy,
reorganization, arrangement, composition or similar proceeding or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar official for, the Company or any substantial part of its property, or
otherwise, all as though such payment had not been made.
7. WAIVERS OF LENDERS.
(a) Each of the Loans shall be deemed to have been made or incurred
in reliance upon this Agreement, and the Lenders expressly waive all notice of
the acceptance by the other of the subordination and other provisions of this
Agreement, notice of the incurring of Loans from time to time under documents
(limited in principal amount advanced and or re-advanced, excluding interest,
penalties and amounts advanced to protect NationsBank's security, to an
aggregate amount outstanding at any time of the Lending Limits) and all other
notices not specifically required pursuant to the terms of this Agreement or by
law.
(b) None of the Lenders has made any warranties or representations
with respect to the due execution, legality, validity, completeness or
enforceability of the Loan Documents or the collectibility of the Loans, and
that each Lender shall be entitled to manage (limited in principal amount
advanced and/or readvanced, excluding interest, penalties and amounts advanced
to protect security, to an aggregate amount outstanding at any time of the
Lending Limits) and supervise the Loans in accordance with applicable law and
from time to time as each Lender may deem appropriate under the circumstances.
(c) No waiver shall be deemed to be made by any Lender of any of its
rights hereunder, unless the same shall be in writing signed on behalf of such
▇▇▇▇▇▇, and
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each waiver, if any, shall be a waiver only with respect to the specific
instance involved and shall in no way impair the rights of such Lender in any
other respect at any other time.
8. ACTIONS PERMITTED BY EACH LENDER. (a) Each Lender may modify, amend,
renew, extend and replace its own Loan Documents and extend and modify (limited
in principal amount advanced and/or re-advanced, excluding interest, penalties
and amounts advanced to protect security, to an aggregate amount outstanding at
any time of the Lending Limits), or renew all or any part of their respective
Loan, release any surety or security, obtain additional security or exercise any
other right to make additional Loans to the Company, all without any notice to
or consent by any other Lender and without in any way impairing or altering
rights established pursuant to this Agreement. Each Junior Lender hereby waives
all diligence by NationsBank in collection of the NationsBank Loan or in the
protection or perfection of any security interest or lien NationsBank may have
in the assets of the Company. NationsBank may from time to time, whether before
or after any discontinuance of this Agreement and without notice to the Company
or the Junior Lenders, assign or transfer all or any part of the NationsBank
Loan or any interest therein and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such NationsBank Loan
shall be and remain NationsBank Loan for purposes of this Agreement and every
assignee or transferee and successive assignee or transferee of any of the
NationsBank Loan or any interest therein shall, to the extent of the interest of
such assignee or transferee in the NationsBank Loan, be entitled to the benefits
and subject to the obligations (including the Lending Limits) of this Agreement
as if such assignee or transferee were NationsBank; provided, however, that
unless NationsBank shall otherwise consent in writing, NationsBank shall have
and retain an unimpaired right prior and superior to that of any such assignee
or transferee, of this Agreement for the benefit of NationsBank as to such part
of the NationsBank Loan that NationsBank has not assigned or transferred.
(b) Each Lender may obtain from either of the other Lenders from time
to time (but in no event more than once a month) the existing balance
outstanding of the Company to each Lender and request written confirmation
thereof. Each Lender agrees to provide a written confirmation of the amount
payable by the Company in accordance with the preceding sentence. The Lender
providing the information to the requesting Lender shall designate balances
based on the loan confirmation request in form reasonably acceptable to both
Lenders within seven (7) days of the giving of the written request by another
▇▇▇▇▇▇.
9. NO FIDUCIARY DUTIES TO JUNIOR LENDER. Each of the Junior Lenders
acknowledges and agrees that NationsBank owes the Junior Lenders no fiduciary
duties or any duty of care or good faith whatsoever in the Junior Lender's
capacity as a subordinate lien creditor with respect to any collateral for the
NationsBank Loan, that any such duties which might otherwise
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be owing are hereby waived, and that NationsBank may exercise any and all rights
and powers hereunder and otherwise act and deal with respect to the collateral
for the NationsBank Loan and the liens thereon in its own self-interest without
regard to any adverse effect upon the rights of the Junior Lender.
NationsBank's only duty to the Junior Lenders is set forth in paragraph 11.
10. NOTICES OF DEFAULT AND FORECLOSURE.
(a) Each of the Lenders agrees to use its best efforts to provide the
other Lenders with notice of any Event of Default with respect to their
respective Loan which is sent to the Borrower, provided that the failure to do
so shall not impair the rights or remedies of such Lender.
(b) NationsBank agrees that prior to initiating any foreclosure
action against the Company, NationsBank shall provide Junior Lenders thirty (30)
days' prior written notice and opportunity to cure or otherwise resolve the
defaults which have given rise to the proposed foreclosure action, during which
period NationsBank will make available appropriate personnel for consultation
and good faith negotiation with Junior Lenders, provided that such notice and
opportunity shall not be required in the event the delay resulting therefrom
would risk waste or loss of the value of the collateral for the NationsBank
Loan, in which case NationsBank shall provide such other period of notice and
opportunity as may be provided without incurring such risk.
11. NOTICES. Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by facsimile (confirmed on
the date the facsimile is sent by one of the other methods of giving notice
provided for in this Section) or by hand delivery, by Federal Express, or other
similar overnight delivery service, or by certified mail, unrestricted delivery,
return receipt requested, postage prepaid, addressed to the Lender at the
appropriate address set forth below or to such other address as may be hereafter
specified by written notice by such Lender. Notice shall be considered given as
of the date of the facsimile or the hand delivery, one (1) business day after
delivery to Federal Express or similar overnight delivery service, or three (3)
business days after the date of mailing, independent of the date of actual
delivery or whether delivery is ever in fact made, as the case may be, provided
the giver of notice can establish the fact that notice was given as provided
herein. If notice is tendered pursuant to the provisions of this Section and is
refused by the intended recipient thereof, the notice, nevertheless, shall be
considered to have been given and shall be effective as of the date herein
provided.
If to Signet:
Signet Bank
7
Commercial Division, 8th Floor
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
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If to Crestar:
Crestar Bank
Second Floor, Crestar Bank Building
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇
Telephone No.:
---------------
Telecopy No.:
----------------
If to NationsBank:
NationsBank, N.A.
NationsBank Center
Third Floor, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
12. CHOICE OF LAW. The laws of the Commonwealth of Virginia (excluding,
however, conflict of law principles) shall govern and be applied to determine
all issues relating to this Agreement and the rights and obligations of the
parties hereto, including the validity, construction, interpretation, and
enforceability of this Agreement and its various provisions and the consequences
and legal effect of all transactions and events which resulted in the execution
of this Agreement or which occurred or were to occur as a direct or indirect
result of this Agreement having been executed.
13. CONSENT TO JURISDICTION; AGREEMENT AS TO VENUE. The Lenders
irrevocably consent to the non-exclusive jurisdiction of the courts of the
Commonwealth of Virginia and of the United States District Court for the
District of Virginia, if a basis for federal jurisdiction exists. The Lenders
agrees that venue shall be proper in the circuit court of the City of Norfolk or
in the United States District Court for the Eastern District of Virginia,
Norfolk Division if a basis for Federal jurisdiction exists and waives any right
to object to the maintenance of a suit in any of the state or federal courts of
the Commonwealth of Virginia on the basis of improper venue or of inconvenience
of forum.
14. PARTIES. This Agreement shall be binding upon and inure to the
benefit of, the Lenders and their respective heirs, personal representatives,
successors and assigns. The term the "Company" as used herein shall also refer
to the successors and assigns of the Company, including, without limitation, a
receiver, trustee, custodian or debtor-in-possession.
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15. TITLES. The paragraph titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
16. AUTHORITY. Each of the Lenders represents and warrants to other
Lenders that it has authority to enter into this Agreement and that the person
signing for it is authorized and directed to do so.
17. ENTIRE AGREEMENT. This Agreement constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, whether express or implied, oral or
written. Neither this Agreement nor any portion or provision hereof may be
changed, waived or amended orally or in any manner other than by an agreement in
writing signed by NationsBank and the Junior Lenders. In the event of any
conflict between any terms of this Agreement with the terms of the Subordinated
Junior Lender Documents dealing with subordination of the Junior Loans, the
terms of this Agreement shall be deemed to control.
18. ADDITIONAL DOCUMENTATION. Each of the Junior Lenders and NationsBank
shall execute and deliver to the other such further instruments and shall take
such further action as the other may at any time or times reasonably request in
order to carry out the provisions and intent of this Agreement.
19. DEFECTS WAIVED. This Agreement is effective notwithstanding any
defect or voidability in the validity or enforceability of any instrument or
document evidencing the Loans.
20. SEVERABILITY. The provisions of this Agreement are independent of and
separable from each other. If any provision hereof shall for any reason be held
invalid or unenforceable, it is the intent of the parties that such invalidity
or unenforceability shall not affect the validity or enforceability of any other
provision hereof, and that this Agreement shall be construed as if such invalid
or unenforceable provision had never been contained herein.
21. WAIVER OF TRIAL BY JURY. Each party to this Agreement agrees that any
suit, action, or proceeding, whether claim or counterclaim, brought or
instituted by either party hereto or any successor or assign of any party on or
with respect to this Agreement or which in any way relates, directly or
indirectly, to the dealings of the parties with respect thereto, shall be tried
only by a court and not by a jury. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING.
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22. APPLICATION OF PROCEEDS BETWEEN JUNIOR LENDERS. The following
provisions apply after the NationsBank Loan has been paid in full:
(a) If any of the Junior Lenders exercises its rights with respect to
collateral which is secured by the Loan Documents (except collateral which is
subject to a Specific Security Interest), all amounts received as proceeds from
the sale or other dispostion thereof shall be applied as follows: (i) first,
the Junior Lender exercising such rights shall be reimbursed for reasonable
expenses which it incurs in connection with the collection, protection,
assembling, liquidating, insuring and disposition of such collateral; and (ii)
second, each Junior Lender shall be paid the proceeds from the Assets after
payment of expenses in an amount obtained by multiplying the amount of such
proceeds by a fraction, the numerator of which shall be the unpaid principal
balance of such Junior Lender's Loan not to exceed the applicable Lending Limit,
and the denominator of which shall be the sum of the outstanding principal
balances of all of the Loans not to exceed the aggregate of the applicable
Lending Limits.
(b) If either Junior Lender acquires any or all of the collateral
which is secured by the Loan Documents (except collateral which is subject to a
Specific Security Interest), such collateral shall be held in the names of all
the Junior Lenders as tenants in common. Each Junior Lender represents and
warrants that it will not sell, assign or transfer its interest in the
collateral which is secured by the Loan Documents without the written consent of
the other Junior Lender, which consent shall not be unreasonably withheld. All
decisions in connection with such collateral shall be made unanimously by the
Junior Lenders. All costs, expenses and proceeds from such collateral shall be
shared based upon the percentages as calculated herein. For purposes of this
Agreement, a Specific Security Interest shall be deemed to mean the security
interest in a particular piece or portion of personal or real property which is
acquired by funds from a separate loan made by one of the Junior Lenders to the
Company.
23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
under seal, all as of the date and year first above written.
NATIONSBANK, N.A.
By: (SEAL)
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Name:
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Title:
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SIGNET BANK
By: (SEAL)
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Name:
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Title:
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CRESTAR BANK
By: (SEAL)
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Name:
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Title:
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇ AND RELEASE
Metro Information Services, Inc. (the "Company") joins in the foregoing
Agreement to acknowledge its consent to the matters set forth therein. The
Company represents and warrants that it has no claims, defenses, actions or
causes of action or setoffs of any kind (nor have its attorneys advised it of
any claims, defenses, actions or cause of actions or setoffs of any kind) in
connection with the Loan Documents or the enforcement thereof. In the event the
Company has any claims, defenses, actions or causes of actions or setoffs of any
kind or nature which it now or hereafter may assert against the Lenders,
individually and/or collectively, in connection with the Loan Documents and/or
the enforcement of the Loan Documents by the Lenders, individually and/or
collectively, it forever waives and relinquishes them by executing this
Agreement. The Company directs each of the Lenders to provide the information
concerning loan balances set forth in paragraph 8(b) to any of the other Lenders
which request such information.
METRO INFORMATION SERVICES, INC.
By:
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Title:
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