Lien Subordination And Intercreditor Agreement Sample Contracts

TERM LOAN / REVOLVING FACILITY LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of May 22, 2012, Among CITIBANK, N.A., as Revolving Facility Agent, CITIBANK, N.A., as Term Facility Agent, HMH HOLDINGS (DELAWARE), INC., as Holdings HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC, and HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, as Borrowers, THE SUBSIDIARY GUARANTORS NAMED HEREIN (September 13th, 2013)

TERM LOAN / REVOLVING FACILITY LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of May 22, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among CITIBANK, N.A., as agent for the Revolving Facility Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original Revolving Facility Agent), CITIBANK, N.A., as agent for the Term Facility Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original Term Facility Agent), HMH HOLDINGS (DELAWARE), INC. (the Holdings), HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC. (HMHP), HMH PUBLISHERS LLC (Publishers), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY (HMCo and, together with HMHP and Publishers, the Borrowers) and the other Restricted Subsidiaries of Holdings party hereto (the Subsidiary Guarantors and together with Holdings and the Borrowers, the Loan Partie

Metals Usa Holdings Corp – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of December 14, 2012 Among BANK OF AMERICA, N.A., as Revolving Collateral Agent, CREDIT SUISSE AG, as Term Collateral Agent, FLAG INTERMEDIATE HOLDINGS CORPORATION, METALS USA, INC. And the Subsidiaries of Metals USA, Inc. Named Herein (December 19th, 2012)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of December 14, 2012 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, CREDIT SUISSE AG, as collateral agent for the Term Facility Secured Parties referred to herein, FLAG INTERMEDIATE HOLDINGS CORPORATION, METALS USA, INC. and the subsidiaries of Metals USA, Inc. named herein.

Affinia Group Intermediate Holdings Inc. – Limited Waiver to Lien Subordination and Intercreditor Agreement (November 13th, 2012)

This LIMITED WAIVER TO LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT (this Waiver) is dated as of August 31, 2012 and is entered into by and among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties (as defined in the Intercreditor Agreement referenced below) (in such capacity, the Collateral Agent), WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), as trustee under the Indenture (as defined in the Intercreditor Agreement) (in such capacity, the Trustee) and as collateral agent for the Noteholder Secured Parties (as defined in the Intercreditor Agreement) (in such capacity, the Noteholder Collateral Agent), AFFINIA GROUP INC. (the Company), AFFINIA GROUP INTERMEDIATE HOLDINGS INC. (Holdings), and the subsidiaries of the Company listed on the signature pages hereto (collectively with the Company and Holdings, the Grantors).

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of May 16, 2012, Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Facility Agent, GOLDMAN SACHS BANK USA, as Term Loan Agent, FIVE BELOW, INC. And the Subsidiaries of Five Below, Inc. From Time to Time Party Hereto (May 24th, 2012)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 16, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among Wells Fargo Bank, National Association, a national banking association, as successor by merger to Wachovia Bank, National Association, Goldman Sachs Bank USA, as agent for the Term Loan Secured Parties referred to herein; Five Below, Inc.; and the Subsidiaries of Five Below, Inc. from time to time party hereto.

Chicopee Inc – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of January 28, 2011, Among CITIBANK, N.A., as ABL Agent, WILMINGTON TRUST COMPANY, as Noteholder Collateral Agent, SCORPIO ACQUISITION CORPORATION, POLYMER GROUP, INC. And the Subsidiaries of Polymer Group, Inc. Named Herein (October 25th, 2011)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of January 28, 2011 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among CITIBANK, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original ABL Agent), WILMINGTON TRUST COMPANY, as collateral agent for the Noteholder Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original Noteholder Collateral Agent), SCORPIO ACQUISITION CORPORATION (Parent), POLYMER GROUP, INC. (PGI) and the subsidiaries of PGI named herein (the Guarantors and together with Parent and PGI, the Initial Grantors).

Flotek Industries, Inc. – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of September 23, 2011, Among PNC BANK, NATIONAL ASSOCIATION as Credit Facilities Collateral Agent, as Note Collateral Agent and FLOTEK INDUSTRIES, INC. And the Other Grantors Named Herein (September 26th, 2011)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of September 23, 2011, between PNC BANK, NATIONAL ASSOCIATION, as collateral agent for the Credit Facility Secured Parties referred to herein; U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Note Secured Parties referred to herein; FLOTEK INDUSTRIES, INC.; and the other Grantors named herein.

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of April 26, 2011 Among BANK OF AMERICA, N.A., as ABL Administrative Agent, UBS AG, STAMFORD BRANCH, as Term Loan Collateral Agent, NORTEK, INC. And the Subsidiaries of Nortek, Inc. Named Herein (September 14th, 2011)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of April 26, 2011, among BANK OF AMERICA, N.A., as Administrative Agent under the ABL Credit Agreement referred to herein and as ABL Administrative Agent for the ABL Secured Parties, UBS AG, STAMFORD BRANCH, as Term Loan Collateral Agent for the Term Loan Secured Parties referred to herein, NORTEK, INC. and the subsidiaries of Nortek, Inc. named herein.

Ply Gem Holdings Inc. – AMENDED AND RESTATED LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of February 11, 2011, Among UBS AG, STAMFORD BRANCH as Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral Agent, PLY GEM INDUSTRIES, INC. PLY GEM HOLDINGS, INC. And the Subsidiaries of Ply Gem Industries, Inc. Listed on Schedule I Hereto (March 21st, 2011)

Reference is made to the Lien Subordination and Intercreditor Agreement, dated as of June 9, 2008, by and among General Electric Capital Corporation, as collateral agent for the revolving facility secured parties referred to therein, U.S. Bank National Association, as trustee under the indenture referred to therein and as collateral agent for the noteholder secured parties referred to therein, Ply Gem Industries, Inc., Ply Gem Holdings, Inc. and the subsidiaries of Ply Gem Industries, Inc. listed on Schedule I thereto (the "Existing Intercreditor Agreement").

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of October 6, 2005, Among DEUTSCHE BANK TRUST COMPANY AMERICAS, as Revolving Facility Agent, CREDIT SUISSE, as Term Loan Agent, NEWTON ACQUISITION, INC., NEWTON ACQUISITION MERGER SUB, INC. (To Be Merged With and Into the Neiman Marcus Group, Inc.) and the Subsidiaries of the Neiman Marcus Group, Inc. Named Herein (December 8th, 2010)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 6, 2005, among DEUTSCHE BANK TRUST COMPANY AMERICAS, as agent for the Revolving Facility Secured Parties referred to herein; CREDIT SUISSE, as agent for the Term Loan Secured Parties and the Existing Notes Secured Parties referred to herein; NEWTON ACQUISITION, INC.; NEWTON ACQUISITION MERGER SUB, INC. (to be merged with and into The Neiman Marcus Group, Inc.); and the subsidiaries of The Neiman Marcus Group, Inc. named herein.

Apria Healthcare, Inc. – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of October 28, 2008, Among BANK OF AMERICA, N.A., as Revolving Facility Collateral Agent BANK OF AMERICA, N.A., as Term Debt Collateral Agent, SKY ACQUISITION LLC, SKY MERGER SUB CORPORATION, APRIA HEALTHCARE GROUP INC. And the Subsidiaries of Apria Healthcare Group Inc. Named Herein (July 16th, 2010)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 28, 2008 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein and BANK OF AMERICA, N.A., as collateral agent for the Term Debt Secured Parties referred to herein, SKY ACQUISITION LLC, SKY MERGER SUB CORPORATION, APRIA HEALTHCARE GROUP INC. and the subsidiaries of APRIA HEALTHCARE GROUP INC. named herein.

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of December 17, 2009, Among BANK OF AMERICA, N.A., as Collateral Agent, NORTEK, INC. And the Subsidiaries of Nortek, Inc. Named Herein (April 15th, 2010)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of December 17, 2009, among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, NORTEK, INC. and the subsidiaries of Nortek, Inc. named herein.

Flotek Industries, Inc. – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of March 31, 2010, Among WHITEBOX ADVISORS LLC, as Credit Facilities Collateral Agent, as Note Collateral Agent and FLOTEK INDUSTRIES, INC. And the Other Grantors Named Herein (April 6th, 2010)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of March 31, 2010, between WHITEBOX ADVISORS LLC, as collateral agent for the Credit Facility Secured Parties referred to herein; U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Note Secured Parties referred to herein; FLOTEK INDUSTRIES, INC.; and the other Grantors named herein.

Aor Management Co Of Arizona Inc – Lien Subordination and Intercreditor Agreement (October 15th, 2009)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT (this Agreement) dated as of June 18, 2009, among US ONCOLOGY, INC. (the Company), a Delaware corporation, each Subsidiary of the Company listed on Schedule 1 hereto, JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent and collateral agent for the Senior Lenders (as defined below) (in such capacity, as further defined herein, the Intercreditor Agent), and WILMINGTON TRUST FSB, as collateral agent and trustee for the Secured Notes Holders (as defined below) (in such capacity, as further defined herein, the Notes Collateral Agent).

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of October 1, 2009, Among WELLS FARGO FOOTHILL, LLC, as ABL Agent, WILMINGTON TRUST FSB, as Noteholder Collateral Trustee, STREAM GLOBAL SERVICES, INC. As Parent and the Subsidiaries of Parent Named Herein (October 5th, 2009)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of October 1, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original ABL Agent), WILMINGTON TRUST FSB, as Collateral Trustee for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Noteholder Collateral Trustee) pursuant to the Collateral Trust Agreement dated as of the date hereof among the grantors party thereto and the Noteholder Collateral Trustee, STREAM GLOBAL SERVICES, INC., a Delaware corporation (Stream) and the subsidiaries of Stream named herein.

NTK Holdings, Inc. – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of May 20, 2008, Among BANK OF AMERICA, N.A., as Collateral Agent, as Trustee and Noteholder Collateral Agent, NORTEK, INC. And the Subsidiaries of Nortek, Inc. Named Herein (August 24th, 2009)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 20, 2008 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, NORTEK, INC. and the subsidiaries of Nortek, Inc. named herein.

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of May 20, 2008, Among BANK OF AMERICA, N.A., as Collateral Agent, as Trustee and Noteholder Collateral Agent, NORTEK, INC. And the Subsidiaries of Nortek, Inc. Named Herein (August 24th, 2009)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 20, 2008 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, NORTEK, INC. and the subsidiaries of Nortek, Inc. named herein.

Affinia Group Intermediate Holdings Inc. – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of August 13, 2009, Among BANK OF AMERICA, N.A., as Collateral Agent, WILMINGTON TRUST FSB, as Trustee and Noteholder Collateral Agent, AFFINIA GROUP INC., AFFINIA GROUP INTERMEDIATE HOLDINGS INC., and the Subsidiaries of Affinia Group Inc. Listed on Schedule I Hereto (August 19th, 2009)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of August 13, 2009 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein, WILMINGTON TRUST FSB, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, AFFINIA GROUP INC, AFFINIA GROUP INTERMEDIATE HOLDINGS INC and the subsidiaries of Affinia Group Inc. listed on Schedule I hereto (as well as each future Domestic Subsidiary of Affinia Group Inc. that becomes a party hereto pursuant to the terms hereof).

Solo Cup CO – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of July 2, 2009, Among BANK OF AMERICA, N.A., as ABL Agent, as Noteholder Collateral Trustee, SOLO CUP COMPANY SOLO CUP OPERATING CORPORATION and the Subsidiaries of Solo Cup Company Named Herein (July 9th, 2009)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of July 2, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), among BANK OF AMERICA, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original ABL Agent), U.S. BANK NATIONAL ASSOCIATION, as collateral trustee for the Priority Lien Secured Parties and the Subordinated Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the Original Noteholder Collateral Trustee), SOLO CUP COMPANY (Solo), SOLO CUP OPERATING CORPORATION (SCOC and, together with Solo, the Issuers) and the subsidiaries of Solo named herein.

Ply Gem Holdings Inc. – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of June 9, 2008, Among GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent, as Trustee and Noteholder Collateral Agent, PLY GEM INDUSTRIES, INC. PLY GEM HOLDINGS, INC. And the Subsidiaries of Ply Gem Industries, Inc. Listed on Schedule I Hereto (August 11th, 2008)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of June 9, 2008 among GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Revolving Facility Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to herein and as collateral agent for the Noteholder Secured Parties referred to herein, PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC and the subsidiaries of Ply Gem Industries, Inc. listed on Schedule I hereto.

COLLATERAL AGREEMENT Dated as of November 15, 2007 Among SYMMETRY HOLDINGS INC. NOVAMERICAN STEEL FINCO INC. THE OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED HEREIN and THE BANK OF NEW YORK, as Collateral Agent THIS COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG SYMMETRY HOLDINGS INC., NOVAMERICAN STEEL FINCO INC., NOVAMERICAN STEEL INC., OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED THEREIN, JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT, AND THE BANK Of (November 20th, 2007)

COLLATERAL AGREEMENT dated as of November 15, 2007 (as amended, supplemented or otherwise modified from time to time, this Agreement), among SYMMETRY HOLDINGS INC., a Delaware corporation (Symmetry), NOVAMERICAN STEEL FINCO INC., a Delaware corporation (the Company), the other Subsidiaries of Symmetry identified herein and THE BANK OF NEW YORK, as collateral agent for the Secured Parties (in such capacity, the Collateral Agent).

GUARANTEE AND COLLATERAL AGREEMENT Dated as of November 15, 2007 Among SYMMETRY HOLDINGS INC. NOVAMERICAN STEEL FINCO INC. NOVAMERICAN STEEL INC. THE OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A. As Administrative Agent THIS GUARANTEE AND COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG SYMMETRY HOLDINGS INC., NOVAMERICAN STEEL FINCO INC., NOVAMERICAN STEEL INC., OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED THEREIN, JPMORGAN CHASE BANK, N.A., AS THE ADMIN (November 20th, 2007)

GUARANTEE AND COLLATERAL AGREEMENT dated as of November 15, 2007, among SYMMETRY HOLDINGS INC., NOVAMERICAN STEEL FINCO INC., NOVAMERICAN STEEL INC., the other Subsidiaries of SYMMETRY HOLDINGS INC. identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

NOVAMERICAN STEEL INC. And BNY TRUST COMPANY OF CANADA as Canadian Collateral Agent THIS CANADIAN COLLATERAL AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG SYMMETRY HOLDINGS INC., NOVAMERICAN STEEL FINCO INC., NOVAMERICAN STEEL INC., OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED THEREIN, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE BANK OF NEW YORK, AS COLLATERAL AGENT UNDER THE FINANCING DOCUMENTS, AS MORE FULLY SET FORTH IN SECTION 5.15 HEREOF. (November 20th, 2007)

CANADIAN COLLATERAL AGREEMENT dated as of November 15, 2007, (as amended, supplemented or otherwise modified from time to time, this Agreement), among, NOVAMERICAN STEEL INC. a Canadian corporation (together with its successors and permitted assignees, the Grantor), and BNY TRUST COMPANY OF CANADA, as collateral agent for the Secured Parties (in such capacity, the Canadian Collateral Agent).

Neiman-Marcus Group Inc – LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of October 6, 2005, Among DEUTSCHE BANK TRUST COMPANY AMERICAS, as Revolving Facility Agent, CREDIT SUISSE, as Term Loan Agent, NEWTON ACQUISITION, INC., NEWTON ACQUISITION MERGER SUB, INC. (To Be Merged With and Into the Neiman Marcus Group, Inc.) and the Subsidiaries of the Neiman Marcus Group, Inc. Named Herein (October 12th, 2005)

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 6, 2005, among DEUTSCHE BANK TRUST COMPANY AMERICAS, as agent for the Revolving Facility Secured Parties referred to herein; CREDIT SUISSE, as agent for the Term Loan Secured Parties and the Existing Notes Secured Parties referred to herein; NEWTON ACQUISITION, INC.; NEWTON ACQUISITION MERGER SUB, INC. (to be merged with and into The Neiman Marcus Group, Inc.); and the subsidiaries of The Neiman Marcus Group, Inc. named herein.

LENDERS LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of April 8, 2005, Among JPMORGAN CHASE BANK, N.A., as First Lien Collateral Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Lien Collateral Agent and THE GOODYEAR TIRE & RUBBER COMPANY and the Subsidiaries Named Herein (May 4th, 2005)

LENDERS LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of April 8, 2005, among JPMORGAN CHASE BANK, N.A., as collateral agent for the *First Lien Secured Parties referred to herein; DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the *Second Lien Secured Parties referred to herein; THE GOODYEAR TIRE & RUBBER COMPANY; and the subsidiaries of The Goodyear Tire & Rubber Company named herein.