INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (this Agreement), dated as of June 25, 2004, is made between MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (the First Lender), having an address at 222 North LaSalle Street, Chicago, IL 60601, and EXACTECH, INC. (the Junior Lender) having an address at 2320 N.W. 66^th Court, Gainesville, Florida 32653.

R E C I TA L S:

A. Pursuant to a certain WCMA Loan and Security Agreement, dated the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), between ALTIVA CORPORATION (the Borrower) and the First Lender, the First Lender made available to the Borrower a secured revolving credit facility in an aggregate principal amount of up to $3,000,000 (collectively, and as the same may be increased from time to time, the First Loans).

B. To secure repayment in full of the First Loans, the Borrower has granted to the First Lender, a first priority lien on and security interest in substantially all of the personal property of the Borrower (the Collateral), subject to the priority of certain other liens described herein, pursuant to the Credit Agreement and other instruments and assurances executed and delivered in connection therewith (collectively, the First Collateral Documents).

C. The Borrowers indebtedness, liabilities and other obligations from time to time owing to the First Lender pursuant to or in connection with the First Loans, the Credit Agreement and the First Collateral Documents are collectively referred to as the First Obligations.

D. Pursuant to a certain Securities Purchase Agreement, dated as of October 29, 2003 (the Securities Purchase Agreement), by and between the Borrower and the Junior Lender, the Junior Lender committed to extend to the Borrower, subject to certain conditions, (i) loans in the principal amount of up to $5,000,000 the proceeds of which may only be used by the Borrower to make certain acquisitions from time to time (the Acquisition Loan) and (ii) either a working capital line of credit in an amount not to exceed $6,000,000 or an unconditional guaranty of a working capital line of credit from a lender reasonably acceptable to the Junior Lender in such amount (the Working Capital Loan). The obligations of the Borrower relating to the Acquisition Loan and the guaranty of the Working Capital Loan are hereinafter collectively referred to as the Second Loans.

E. The Borrowers obligations with respect to the Acquisition Loan are set forth in (i) the Securities Purchase Agreement (ii) a certain Note, dated October 29, 2003, made by Borrower payable to the Junior Lender (the Note) evidencing the Acquisition Loan and (iii) certain security agreements to be executed by the Junior Lender and the Borrower from time to

1

time as contemplated by the Securities Purchase Agreement and substantially in the form attached thereto as Exhibit C, and the Borrowers obligations to Junior Lender with respect to the Working Capital Loan are set forth in (i) the Securities Purchase Agreement, (ii) that certain Unconditional Guaranty, dated the date hereof, made by the Junior Lender in favor of First Lender (the Guaranty) and (iii) that certain Security Agreement, dated as of even date herewith and securing the Borrowers obligation to repay the Junior Lender under the Guaranty (the Securities Purchase Agreement, the Note and the Guaranty shall be referred to collectively as the Second Loan Agreement). The Borrowers indebtedness, liabilities and other obligations from time to time owing to the Junior Lender pursuant to or in connection with the Second Loans, the Second Loan Agreement and the Second Collateral Documents (as defined below) are collectively referred to as the Second Obligations and, together with the First Obligations, are collectively referred to as the Obligations.

F. To secure repayment of the Second Obligations, the Borrower has agreed to grant the Junior Lender (i) a first priority lien on, and security interest in, assets acquired with proceeds of the Acquisition Loan pursuant to security agreements to be entered into at the time of such acquisition by the Borrower, and various other written instruments and assurances (the Second Acquisition Security Documents) and (ii) a second priority lien on, and security interest in, the Collateral, pursuant to that certain Security Agreement, dated of even date herewith, by and between the Junior Lender and the Borrower entered into in connection with and to secure the obligations underlying the Guaranty (such lien and security interests, together with any and all other documents related thereto and the Second Acquisition Security Documents are collectively referred to as the Second Collateral Documents and the Second Collateral Documents and the First Collateral Documents are collectively referred to as the Collateral Documents).

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC