Form Of Intercreditor Agreement Sample Contracts

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GWG Holdings, Inc. – Form of Intercreditor Agreement (August 23rd, 2011)

THIS INTERCREDITOR AGREEMENT is dated as of , 2011, and entered into by and among GWG Lifenotes Trust, a Minnesota trust in its capacity as the representative of the holders of Notes (as defined below) (including its successors and assigns from time to time, the GWG Trust), Lord Securities Corporation, a Delaware corporation in its capacity as the trustee of the GWG Trust (including its successors and assigns from time to time, the GWG Trustee, and together with the GWG Trust, collectively referred to herein as the Notes Representative), and Bank of Utah, a Utah corporation in its capacity, as applicable, as (i) collateral trustee for the Debentures (as defined below) and (ii) indenture trustee under the Indenture (as defined below) (in each case including its successors and assigns from time to time, the Debentures Representative). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

Form of Intercreditor Agreement (October 1st, 2010)

Intercreditor Agreement (this Agreement), dated as of October [] 2010, among THE BANK OF NEW YORK MELLON, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the First Priority Representative) for the First Priority Secured Parties (as defined below), WILMINGTON TRUST FSB, as Collateral Trustee (in such capacity, with its successors and assigns, and as more specifically defined below, the Second Priority Representative) for the Second Priority Secured Parties (as defined below), GeoEye, Inc. (the Company) and each of the other Grantors (as defined below) party hereto.

Exhibits I Form of Notice of Borrowing Ii Form of Notice of Conversion/Continuation Iii Form of Request for Issuance Iv Form of Notice of Prepayment v Form of Term Note Vi Form of Revolving Note Vii Form of Swing Line Note Viii Form of Compliance Certificate Ix Form of Opinion of Company Counsel X Form of Assignment Agreement Xi Form of Solvency Certificate Xii Form of First Lien Guaranty Xiii Form of First Lien Security Agreement Xiv Form of Intercreditor Agreement Xv Form of Landlord Access Agreement Xvi Vector Equity Commitment Letter Schedules a Existing Indebtedness to Be Repaid B Transac (September 2nd, 2010)

This FIRST LIEN CREDIT AGREEMENT is dated as of April 12, 2007 and entered into by and among STEALTH ACQUISITION CORP., a Delaware corporation (Merger Sub and, prior to the Merger (as defined below), Company) to be merged with and into SAFENET, INC., a Delaware corporation (prior to the Merger, Target and, after the Merger, Company), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company (Holdings), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a Lender and collectively as Lenders), DEUTSCHE BANK SECURITIES, INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (the Arrangers), DEUTSCHE BANK TRUST COMPANY AMERICAS (DB), as administrative agent for Lenders (in such capacity, Administrative Agent) and as collateral agent for Lenders (in such capacity, the Collateral Agent), and CITIBANK, N.A., as syndication agent.

Form of Intercreditor Agreement (August 3rd, 2010)

THIS INTERCREDITOR AGREEMENT (this Agreement), dated as of December 21, 2007, by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, Senior Lender), as collateral agent for itself and the other Senior Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, First Mezzanine Lender), as collateral agent for itself and the other First Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, Second Mezzanine Lender), as collateral agent for itself and the other Second Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its

Exhibits I Form of Notice of Borrowing Ii Form of Notice of Conversion/Continuation Iii Form of Request for Issuance Iv Form of Notice of Prepayment v Form of Term Note Vi Form of Revolving Note Vii Form of Swing Line Note Viii Form of Compliance Certificate Ix Form of Opinion of Company Counsel X Form of Assignment Agreement Xi Form of Solvency Certificate Xii Form of First Lien Guaranty Xiii Form of First Lien Security Agreement Xiv Form of Intercreditor Agreement Xv Form of Landlord Access Agreement Xvi Vector Equity Commitment Letter Schedules a Existing Indebtedness to Be Repaid B Transac (July 12th, 2010)

This FIRST LIEN CREDIT AGREEMENT is dated as of April 12, 2007 and entered into by and among STEALTH ACQUISITION CORP., a Delaware corporation (Merger Sub and, prior to the Merger (as defined below), Company) to be merged with and into SAFENET, INC., a Delaware corporation (prior to the Merger, Target and, after the Merger, Company), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company (Holdings), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a Lender and collectively as Lenders), DEUTSCHE BANK SECURITIES, INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (the Arrangers), DEUTSCHE BANK TRUST COMPANY AMERICAS (DB), as administrative agent for Lenders (in such capacity, Administrative Agent) and as collateral agent for Lenders (in such capacity, the Collateral Agent), and CITIBANK, N.A., as syndication agent.

Schedule 13 Existing Indebtedness 11 Schedule 14 Real Property 61 Schedule 15 Insurance Policies 14 Schedule 16 Further Indebtedness Request 12 Schedule 17 Asia-Pacific Group Structure Chart 2 Schedule 18 Primary Obligor Guarantee (The Guarantee) 22 Schedule 19 Existing L/C Facilities 11 Schedule 20 Form of Intercreditor Agreement 14 Schedule 21 Agreed Security Principles 2 (April 28th, 2010)
Fleetwood Homes of Texas L.P. – FORM OF INTERCREDITOR AGREEMENT Dated as of November [ ], 2008 Among FLEETWOOD ENTERPRISES, INC., the Obligors From Time to Time Party Hereto, BANK OF AMERICA, N.A., as Credit Agreement Agent Under the Credit Agreement and Priority Lien Collateral Agent Hereunder, DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee Under the Indenture, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral Agent (December 8th, 2008)

This Intercreditor Agreement (this "Agreement") is dated as of , 2008 and is by and among Fleetwood Enterprises, Inc., a Delaware corporation ("Fleetwood"), the other Obligors from time to time party hereto, Bank of America, N.A., as Credit Agreement Agent (as defined below), Deutsche Bank Trust Company Americas, as Trustee (as defined below), Bank of America, N.A., as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, the "Priority Lien Collateral Agent"), and Deutsche Bank Trust Company Americas, as Collateral Agent (in such capacity and together with its successors in such capacity, the "Collateral Agent").

Fleetwood Homes of Texas L.P. – FORM OF INTERCREDITOR AGREEMENT Dated as of November [ ], 2008 Among FLEETWOOD ENTERPRISES, INC., the Obligors From Time to Time Party Hereto, BANK OF AMERICA, N.A., as Credit Agreement Agent Under the Credit Agreement and Priority Lien Collateral Agent Hereunder, [ ] as Trustee Under the Indenture, and [ ] as Collateral Agent (November 28th, 2008)

This Intercreditor Agreement (this "Agreement") is dated as of , 2008 and is by and among Fleetwood Enterprises, Inc., a Delaware corporation ("Fleetwood"), the other Obligors from time to time party hereto, Bank of America, N.A., as Credit Agreement Agent (as defined below), [ ] as Trustee (as defined below), Bank of America, N.A., as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, the "Priority Lien Collateral Agent"), and [ ] as Collateral Agent (in such capacity and together with its successors in such capacity, the "Collateral Agent").

Form of Intercreditor Agreement (February 12th, 2008)

THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of December 21, 2007, by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, "Senior Lender"), as collateral agent for itself and the other Senior Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, "First Mezzanine Lender"), as collateral agent for itself and the other First Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, "Second Mezzanine Lender"), as collateral agent for itself and the other Second Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (toget

Form of Intercreditor Agreement (March 16th, 2005)

THIS INTERCREDITOR AGREEMENT (this Agreement) is made and entered into as of the _____ day of March 2005 (the Effective Date), by and between VendingData Corporation, a Nevada corporation (the Company), Premier Trust, Inc., a Nevada corporation (the Collateral Agent), and the persons listed on Schedule A hereto (Note Holders).

Valvino Lamore Llc – Form of Intercreditor Agreement (Ff&e) (October 23rd, 2002)

THIS INTERCREDITOR AGREEMENT (this "Agreement") is made as of [ ], 2002 (the "Effective Date"), by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (in such capacity, the "Bank Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association in its capacity as Trustee under the Second Mortgage Notes Indenture (in such capacity, the "Indenture Trustee") and WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the Collateral Agent acting on behalf of itself and the FF&E Lenders pursuant to the FF&E Facility Agreement (in such capacity, the "FF&E Agent").

Valvino Lamore Llc – FORM OF INTERCREDITOR AGREEMENT (Project Lenders) DEUTSCHE BANK TRUST COMPANY AMERICAS, as Bank Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (October 23rd, 2002)

THIS INTERCREDITOR AGREEMENT is made as of , 2002, by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (in such capacity, the "Bank Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association in its capacity as Trustee under the Second Mortgage Note Indenture (in such capacity, the "Indenture Trustee").