Exhibit 10.14
INTERCREDITOR AGREEMENT
THIS AGREEMENT, made this 3rd day of October, 2002, by and between
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇▇▇"), and each of Capital Growth Trust,
SPH Investments, Inc., HMA Investments Profit Sharing Plan, and Continental
Southern Resources, Inc. (each a "Creditor" and collectively, the "Creditors"),
W I T N E S S E T H T H A T:
WHEREAS, ▇▇▇▇▇▇▇▇ has made a secured loan to the affiliated group of
companies consisting of Metropolitan Recording Inc., Ruffnation Films LLC and
▇▇▇▇▇▇ Productions, LLC (the "Metropolitan Group"), which loan is evidenced by a
note from Ruffnation Films LLC in the original principal amount of $1,100,000
and dated May 1, 2002 (the "▇▇▇▇▇▇▇▇ Note"); and
WHEREAS, Creditors are each the assignee of a secured note from ▇▇▇▇▇▇
Productions, LLC to International Travel CD`s, Inc. in the original principal
amount of $435,000 and dated June 27, 2002 (the "Creditor Note"); and
WHEREAS, ▇▇▇▇▇▇▇▇ and the Creditors desire to set forth their
understanding with respect to their respective notes from the Metropolitan Group
and their security interests in those assets of the Metropolitan Group that are
serving as collateral for their respective notes (the "Collateral"),
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Order of Security Interests. Regardless of the time or order of
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attachment, or the time, order of manner of perfection, or the time or order of
filing of financing statements, or otherwise, the security interest of Creditors
in the Collateral shall be subordinate to the security interest of ▇▇▇▇▇▇▇▇ in
the Collateral until such date that the ▇▇▇▇▇▇▇▇ Note is paid in full. Upon
payment in full of the ▇▇▇▇▇▇▇▇ Note, the Creditors shall automatically resume
their present security position in the Collateral as it exists on the date of
this Agreement.
2. Payment of Notes. Notwithstanding the payment terms contained in the
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▇▇▇▇▇▇▇▇ Note and the Creditor Note, the ▇▇▇▇▇▇▇▇ Note shall be paid in full
before any payments are made on account of the Creditor Note. Until the ▇▇▇▇▇▇▇▇
Note is paid in full, the Creditors shall not exercise any right or remedy
contained in the Creditor Note or in the security agreement securing the
Creditor Note arising from a default under the Creditor Note or under the
security agreement securing the Creditor Note.
3. No Contest. The Creditors shall not contest the validity,
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perfection, priority or enforceability of any lien or security interest granted
to ▇▇▇▇▇▇▇▇ by any member of the Metropolitan Group to secure the ▇▇▇▇▇▇▇▇ Note.
4. Miscellaneous. This Agreement shall be binding upon and inure to the
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benefit of the parties hereto and their respective heirs, administrators,
successors and assigns. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor
Agreement as of the date first written above.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CREDITORS:
SPH INVESTMENTS, INC.
By:
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Name:
Title:
CAPITAL GROWTH TRUST
By:
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Name:
Title:
HMA INVESTMENTS PROFIT SHARING PLAN, INC.
By:
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Name:
Title:
CONTINENTAL SOUTHERN RESOURCES, INC.
By:
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Name:
Title: