Intercompany Subordination Agreement Sample Contracts

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heckmann – Intercompany Subordination Agreement (August 11th, 2017)

This INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of August 7, 2017, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the Obligors and each, individually, an Obligor), in favor of (i) ACF FINCO I LP, an entity managed by Ares Management, L.P., as administrative agent for each member of the First Lien Lender Group (in such capacity, together with its successors and assigns in such capacity, the First Lien Agent) and (ii) WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for each member of the Second Lien Lender Group (in such capacity, together with its successors and assigns in such capacity, Second Lien Agent), in light of the following:

Advanced Drainage Systems, Inc. – Amended and Restated Intercompany Subordination Agreement (June 28th, 2017)

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (ADS), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE SECOND AMENDED AND RESTATED PRIVATE SHELF AGREEMENT (ADS and each Guarantor being individually referred to herein as a Company and collectively as the Companies), and PGIM, INC. (Prudential) for its own benefit and the benefit of the Purchasers (as defined in the Shelf Agreement).

Advanced Drainage Systems, Inc. – Second Amended and Restated Intercompany Subordination Agreement (June 28th, 2017)

THIS SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (the Agreement) is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (ADS), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE CREDIT AGREEMENT (ADS and each Guarantor being individually referred to herein as a Company and collectively as the Companies), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent) for the Lenders (as defined in the Credit Agreement).

heckmann – Intercompany Subordination Agreement (April 21st, 2016)

This INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of April 15, 2016, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the "Obligors" and each, individually, an "Obligor"), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, "Agent"), in light of the following:

heckmann – Intercompany Subordination Agreement (April 21st, 2016)

This INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of April 15, 2016, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the "Obligors" and each, individually, an "Obligor"), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as collateral agent for each member of the Noteholder Group (in such capacity, together with its successors and assigns in such capacity, "Agent"), in light of the following:

Auto Handling Corp – Intercompany Subordination Agreement (April 11th, 2016)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of April 2, 2015, is delivered by and among JACK COOPER HOLDINGS CORP., a Delaware corporation (Parent) and each of Parents undersigned Subsidiaries (Parent and such Subsidiaries, each, an Obligor, and individually and collectively, jointly and severally, the Obligors), in favor of MSDC JC Investments, LLC, as agent for the Lender Group (in such capacity, together with its successors and assigns, if any, in such capacity, Agent), in light of the following:

Intercompany Subordination Agreement (November 12th, 2015)

THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of November 9, 2015 (as amended or otherwise modified from time to time, this Subordination Agreement), is made among Affinion Group, Inc. (Affinion Group) as the Subordinated Creditor and each other Person that may from time to time become a party hereto as a Subordinated Creditor (collectively, the Subordinated Creditors), and each party listed on the signature pages hereto as an Obligor and each other Person that may from time to time become a party hereto as an Obligor (collectively, the Obligors).

Ares Commercial Real Estate Cor – Intercompany Subordination Agreement (July 31st, 2014)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of July 30, 2014, is made by and among ACRC LENDER LLC, a Delaware limited liability company (Borrower), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (Guarantor, together with Borrower, referred to hereinafter each individually as an Obligor, and individually and collectively, jointly and severally, as the Obligors), in favor of CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, Agent).

Advanced Drainage Systems, Inc. – Amended and Restated Intercompany Subordination Agreement (June 6th, 2014)

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (the Agreement)is dated as of June 12, 2013 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (ADS), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE CREDIT AGREEMENT (ADS and each Guarantor being individually referred to herein as a Company and collectively as the Companies), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent) for the Lenders (as defined in the Credit Agreement).

Intercompany Subordination Agreement (April 4th, 2014)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of March 31, 2014, made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, together with any successor collateral agent, the Collateral Agent), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement referred to below.

Intercompany Subordination Agreement (April 4th, 2014)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of March 31, 2014, made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successor collateral agent, the Collateral Agent), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement referred to below.

Ares Commercial Real Estate Cor – Intercompany Subordination Agreement (March 14th, 2014)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of March 12, 2014, is made by and among ACRC LENDER LLC, a Delaware limited liability company (Borrower), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (Guarantor, together with Borrower, referred to hereinafter each individually as an Obligor, and individually and collectively, jointly and severally, as the Obligors), in favor of CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent).

heckmann – Intercompany Subordination Agreement (February 7th, 2014)

This INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of February 3, 2014, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the Obligors and each, individually, an Obligor), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), in light of the following:

Nevada Gold & Casinos, Inc. – Intercompany Subordination Agreement (June 28th, 2013)

This INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of June 26, 2013, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the "Obligors" and each, individually, an "Obligor"), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following:

Erickson Air-Crane Incorporated – Joinder No. 1 to Guaranty and Security Agreement and Intercompany Subordination Agreement (June 18th, 2013)

WHEREAS, pursuant to that certain Credit Agreement dated as of May 2, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the Credit Agreement) by and among Borrowers, the lenders party thereto as Lenders (each of such Lenders, together with its successors and assigns, is referred to hereinafter as a Lender), Agent, and Wells Fargo, as lead arranger, as book runner, as syndication agent, and as documentation agent, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof;

Erickson Air-Crane Incorporated – Intercompany Subordination Agreement (May 8th, 2013)

This INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of May 2, 2013, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the Obligors and each, individually, an Obligor), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Wells Fargo), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), in light of the following:

Nevada Gold & Casinos, Inc. – Intercompany Subordination Agreement (July 3rd, 2012)

This INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of June 27, 2012, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the "Obligors" and each, individually, an "Obligor"), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following:

Nevada Gold & Casinos, Inc. – Joinder No. 1 to Intercompany Subordination Agreement (April 3rd, 2012)

This Joinder No. 1 (this "Joinder"), dated as of March 30, 2012, to that certain Intercompany Subordination Agreement, dated as of October 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercompany Subordination Agreement"), is entered into by and between A.G. TRUCANO, SON & GRANDSONS, INC., a South Dakota corporation ("New Obligor") and WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company ("WFGC"), in its capacity as administrative agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, "Agent"), and is acknowledged and agreed to by the Borrowers and the Guarantors (each as defined in the below defined Credit Agreement).

Danielson Holding Corporation – Intercompany Subordination Agreement (March 30th, 2012)

This INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 28, 2012 (as may be amended, restated, supplemented, replaced or otherwise modified from time to time, the Agreement, is entered into by and among COVANTA ENERGY CORPORATION, a Delaware corporation (the Company), COVANTA HOLDING CORPORATION, a Delaware corporation (Holding), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the Guarantor Subsidiaries, and together with the Company and Holding, the Covanta Parties), CERTAIN OTHER SUBSIDIARIES OF COMPANY as Non-Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the Non-Guarantor Subsidiaries) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the benefit of the Secured Parties (as such term is defined in the Credit Agreement defined below).

Intercompany Subordination Agreement (February 3rd, 2012)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of January 30, 2012 made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successor collateral agent, the Collateral Agent), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement referred to below.

Intercompany Subordination Agreement (February 3rd, 2012)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of January 30, 2012, made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, together with any successor collateral agent, the Collateral Agent), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement referred to below.

Nevada Gold & Casinos, Inc. – Intercompany Subordination Agreement (October 28th, 2011)

This INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of October 7, 2011, is entered into by and among the Obligors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by joinder (collectively, jointly, and severally, the "Obligors" and each, individually, an "Obligor"), in favor of WELLS FARGO GAMING CAPITAL, LLC, a Delaware limited liability company, in its capacity as administrative agent for the below defined Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following:

Amended and Restated Intercompany Subordination Agreement (October 3rd, 2011)

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, this Subordination Agreement) is among KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V., a corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the Borrower), and each of the undersigned Persons (such capitalized term, and other terms used in this Subordination Agreement, to have the meanings set forth in Article I) and each other Person that may from time to time become a party hereto in its capacity as a lender of a loan or advance to a Subordinated Debtor, as defined below (collectively, in such capacity, the Subordinated Creditors), in favor of JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent and as collateral agent for the Secured Parties (together with its successors thereto in such capacities, the Administrative Agent).

Kansas City Southern de Mexico, S.A. de C.V. – Amended and Restated Intercompany Subordination Agreement (October 3rd, 2011)

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT, dated as of September 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time, this Subordination Agreement) is among KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V., a corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the Borrower), and each of the undersigned Persons (such capitalized term, and other terms used in this Subordination Agreement, to have the meanings set forth in Article I) and each other Person that may from time to time become a party hereto in its capacity as a lender of a loan or advance to a Subordinated Debtor, as defined below (collectively, in such capacity, the Subordinated Creditors), in favor of JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent and as collateral agent for the Secured Parties (together with its successors thereto in such capacities, the Administrative Agent).

Gse Holding Inc. – Intercompany Subordination Agreement (July 11th, 2011)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of May 27, 2011, made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and General Electric Capital Corporation, as administrative agent (in such capacity, together with any successor administrative agent, the Agent), for the benefit of the Senior Creditors (as defined in Section 7 hereof). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the First-Lien Credit Agreement referred to below.

Gse Holding Inc. – Intercompany Subordination Agreement (July 11th, 2011)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of May 27, 2011, made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and Jefferies Finance LLC, as administrative agent (in such capacity, together with any successor administrative agent, the Agent), for the benefit of the Senior Creditors (as defined in Section 7 hereof). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Second Lien Credit Agreement referred to below.

American Commercial Lines – Intercompany Subordination Agreement (December 23rd, 2010)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of December 21, 2010, is made among the Companies (as defined below) and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent (in such capacity, together with its successors and assigns, Agent) for the Lenders (such capitalized terms and all other capitalized terms used herein without definition shall have the meanings provided for in Section 1) and the Bank Product Providers.

Kansas City Southern de Mexico, S.A. de C.V. – Intercompany Subordination Agreement (September 3rd, 2010)

THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of August 30, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this Subordination Agreement) is among KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V., corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the Borrower), and each of the undersigned Persons (such capitalized term, and other terms used in this Subordination Agreement, to have the meanings set forth in Article I) and each other Person that may from time to time become a party hereto in its capacity as a lender of a loan or advance to a Subordinated Debtor, as defined below (collectively, in such capacity, the Subordinated Creditors), in favor of THE BANK OF NOVA SCOTIA (Scotia Capital), as administrative agent (together with its successors thereto in such capacity, the Administrative Agent) for each of the Secured Parties.

Intercompany Subordination Agreement (September 3rd, 2010)

THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of August 30, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this Subordination Agreement) is among KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V., corporation with variable capital (sociedad anonima de capital variable) organized under the laws of Mexico (the Borrower), and each of the undersigned Persons (such capitalized term, and other terms used in this Subordination Agreement, to have the meanings set forth in Article I) and each other Person that may from time to time become a party hereto in its capacity as a lender of a loan or advance to a Subordinated Debtor, as defined below (collectively, in such capacity, the Subordinated Creditors), in favor of THE BANK OF NOVA SCOTIA (Scotia Capital), as administrative agent (together with its successors thereto in such capacity, the Administrative Agent) for each of the Secured Parties.

Peninsula Gaming – Amended and Restated Intercompany Subordination Agreement (November 10th, 2009)

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement") dated as of October 29, 2009, is made and entered into by and among PENINSULA GAMING, LLC, a Delaware limited liability company ("Peninsula Gaming"), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company ("OED"), DIAMOND JO WORTH, LLC, a Delaware limited liability company ("DJW"), DIAMOND JO, LLC, a Delaware limited liability company ("DJO"), BELLE OF ORLEANS, L.L.C., a Louisiana limited liability company ("Amelia Belle"; together with Peninsula Gaming, OED, DJW and DJO, hereinafter collectively referred to as the "Borrowers" and each individually, a "Borrower"), PENINSULA GAMING CORP. a Delaware corporation ("OED Capital"; together with the Borrowers hereinafter collectively referred to as the "Debtors" and each individually, a "Debtor"; and together, in their respective capacity as a creditor to a Debtor, each of Peninsula Gaming, OED, DJW, DJO, Amelia Belle and OED Capital, hereinafte

Amended and Restated Intercompany Subordination Agreement (May 8th, 2009)

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this Agreement), dated as of December 21, 2005, made by each of the undersigned (each, a Party and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the Parties) and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, together with any successor collateral agent, the Collateral Agent), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement referred to below.

Third Amendment, Consent and Waiver to Credit Agreement and First Amendment to Intercompany Subordination Agreement and Mortgages (May 8th, 2009)

THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO INTERCOMPANY SUBORDINATION AGREEMENT AND MORTGAGES (this Amendment), dated as of February 18, 2009, among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the Borrower), the lenders party to the Credit Agreement referred to below (the Lenders) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent (in such capacity, the Collateral Agent). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

Composite Technology – Intercompany Subordination Agreement (May 9th, 2008)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of April __, 2008, is made by the Obligors (as defined below) in favor of ACF CTC, L.L.C., a Delaware limited liability company, in its capacity as agent (in such capacity, together with any successor in such capacity, the "Agent") on behalf of itself and the Lenders referred to below.

Monotype Imaging Holdings – Joinder to Security Agreement, Guaranty and Intercompany Subordination Agreement (March 27th, 2008)

JOINDER TO SECURITY AGREEMENT, GUARANTY AND INTERCOMPANY SUBORDINATION AGREEMENT, dated as of July 30, 2007 (this Joinder Agreement), by and among Monotype Imaging Holdings Inc., a corporation organized under the laws of Delaware (New Loan Party), Imaging Holdings Corp., a Delaware corporation (Imaging Holdings), Monotype Imaging Inc., a Delaware corporation (Administrative Borrower), International Typeface Corporation, a New York corporation (Typeface and together with Imaging Holdings and Administrative Borrower, the Borrowers), Linotype Corp., a Delaware corporation (Linotype), and Wells Fargo Foothill, Inc., a California corporation, as the arranger and administrative agent (together with any successor(s) thereto in such capacity, Agent).

Intercompany Subordination Agreement (March 14th, 2008)

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this Agreement), dated as of February 29, 2008, is made among the Obligors (as defined below) and National Amusements, Inc., a Maryland corporation (Lender).