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Title: |
Intercreditor Agreement |
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Entities: |
OMNI Energy Services Corp.; Gray Cary Ware & Freidenrich; Piper Rudnick |
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Date: |
2005 |
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Size: |
Preview shows 27KB of 117KB total |
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Price: |
$54 |
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ID: |
#572146 |
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INTERCREDITOR AGREEMENT
dated as of
August 29, 2005,
among
GENERAL ELECTRIC CAPITAL CORPORATION
and
WEBSTER BUSINESS CREDIT CORPORATION,
as Senior Agents
and
ORIX FINANCE CORP.,
as Junior Agent
| ORIX Intercreditor Agreement |
TABLE OF CONTENTS
| Page | ||
| ARTICLE I | ||
| DEFINITIONS | ||
|
SECTION 1.01. Certain Defined Terms |
2 | |
|
SECTION 1.02. Other Defined Terms |
2 | |
|
SECTION 1.03. Terms Generally |
8 | |
| ARTICLE II | ||
| LIEN PRIORITIES | ||
|
SECTION 2.01. Relative Priorities |
9 | |
|
SECTION 2.02. Prohibition on Contesting Liens |
9 | |
|
SECTION 2.03. No New Liens |
9 | |
|
SECTION 2.04. Similar Liens and Agreements |
10 | |
| ARTICLE III | ||
| ENFORCEMENT OF RIGHTS; MATTERS RELATING TO COLLATERAL | ||
|
SECTION 3.01. Exercise of Rights and Remedies; Notice |
10 | |
|
SECTION 3.02. No Interference |
12 | |
|
SECTION 3.03. Rights as Unsecured Creditors; Permitted Actions |
13 | |
|
SECTION 3.04. Release of Junior Liens |
14 | |
|
SECTION 3.05. Insurance and Condemnation Awards |
15 | |
| ARTICLE IV | ||
| PAYMENTS | ||
|
SECTION 4.01. Application of Proceeds |
15 | |
|
SECTION 4.02. Payment Over |
16 | |
| ARTICLE V | ||
| BAILMENT AND SUB-AGENCY FOR PERFECTION OF CERTAIN SECURITY INTERESTS | ||
| ARTICLE VI | ||
| INSOLVENCY OR LIQUIDATION PROCEEDINGS | ||
|
SECTION 6.01. Finance and Sale Matters |
17 | |
|
SECTION 6.02. Relief from the Automatic Stay |
18 | |
| ORIX Intercreditor Agreement |
|
SECTION 6.03. Reorganization Securities |
18 | |
|
SECTION 6.04. No Challenges to Claims |
19 | |
|
SECTION 6.05. Certain Waivers by the Junior Secured Parties |
19 | |
|
SECTION 6.06. Separate Grants of Security and Separate Classification |
19 | |
|
SECTION 6.07. Survival After Bankruptcy. |
20 | |
| ARTICLE VII | ||
| OTHER AGREEMENTS | ||
|
SECTION 7.01. Matters Relating to Credit Documents |
20 | |
|
SECTION 7.02. Effect of Refinancing of Indebtedness under Senior Credit Documents |
22 | |
|
SECTION 7.03. No Waiver by Senior Secured Parties |
23 | |
|
SECTION 7.04. Reinstatement |
24 | |
|
SECTION 7.05. Purchase Right |
24 | |
|
SECTION 7.06. Further Assurances |
25 | |
| ARTICLE VIII | ||
| REPRESENTATIONS AND WARRANTIES | ||
|
SECTION 8.01. Representations and Warranties of Each Party |
25 | |
|
SECTION 8.02. Representations and Warranties of Each Agent |
26 | |
| ARTICLE IX | ||
| NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE | ||
|
SECTION 9.01. No Reliance; Information |
26 | |
|
SECTION 9.02. No Warranties or Liability |
27 | |
|
SECTION 9.03. Obligations Absolute |
27 | |
| ARTICLE X | ||
| MISCELLANEOUS | ||
|
SECTION 10.01. Notices |
28 | |
|
SECTION 10.02. Conflicts |
29 | |
|
SECTION 10.03. Effectiveness; Survival |
30 | |
|
SECTION 10.04. Severability |
30 | |
|
SECTION 10.05. Amendments; Waivers |
30 | |
|
SECTION 10.06. Subrogation |
30 | |
|
SECTION 10.07. Applicable Law; Jurisdiction; Consent to Service of Process |
30 | |
|
SECTION 10.08. Waiver of Jury Trial |
31 | |
|
SECTION 10.09. Parties in Interest |
31 | |
|
SECTION 10.10. Specific Performance |
31 | |
|
SECTION 10.11. Headings |
32 | |
|
SECTION 10.12. Counterparts |
32 | |
|
SECTION 10.13. Provisions Solely to Define Relative Rights |
32 | |
|
SECTION 10.14. Intercreditor Agreements. |
32 | |
| ii | ORIX Intercreditor Agreement |
INTERCREDITOR AGREEMENT dated as of August 29, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, as agent for itself and the other Term A Secured Parties (as defined below) (in such capacity, the ?Term A Agent?), WEBSTER BUSINESS CREDIT CORPORATION, as agent for itself and the other Revolver Secured Parties (as defined below) (in such capacity, the ?Revolver Agent?) (for the avoidance of doubt, the agreements made herein by Term A Agent, for itself and on behalf of the Term A Secured Parties, and by Revolver Agent, for itself and on behalf of the Revolver Secured Parties, are several and not joint), and ORIX FINANCE CORP., as agent for itself and the other Junior Secured Parties (as defined below) (in such capacity, the ?Junior Agent?).
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