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INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT (this “
Agreement ”) is
made and entered into as of April 11, 2005, by and between Kevin T.
Ryan (“ Ryan ”) and CMKXTREME, Inc., a Nevada corporation
(“ CMKX ”).
Preliminary Statements
A. Ryan is a
secured creditor of Crystalix Group International, Inc.., a Nevada
corporation (“ Debtor
”), and has extended loans and other financial
accommodations to Debtor which are secured by security interests in
certain personal property assets of Debtor (the “
Collateral ”) as
provided in that certain Security Agreement dated December 23, 2002
(the “ Ryan Security
Agreement ”).
B. Debtor
has issued in favor of CMKX a certain Convertible Promissory Note,
in the original principal amount of Two Million Dollars
($2,000,000), dated September 23, 2004 as amended and restated as
of April 11, 2005 (the “ CMKX
Note ”). In order to secure the
obligations of Debtor owing to CMKX under the CMKX Note, Debtor has
executed that certain Security Agreement in favor of CMKX dated
April 11, 2005 (the “ CMKX Security
Agreement ).
Agreement
NOW, THEREFORE, in consideration of CMKX agreeing to
amend and restate the CMKX Note, CMKX and Ryan agree as
follows.
1.
Definition of Obligations . The term “ Obligations ” is used in this
Agreement in its broadest and most comprehensive sense and shall
mean all present and future indebtedness of Debtor which may be,
from time to time, directly or indirectly, incurred by Debtor,
including interest (including any interest which, but for the
application of the provisions of the Federal Bankruptcy Code, would
have accrued on such amounts), principal, costs and other charges,
and all claims, rights, causes of action, judgments, decrees,
remedies, security interests or other obligations of any kind
whatsoever and howsoever arising, whether voluntary, involuntary,
absolute, contingent or by operation of law.
2.
Equal Priority of CMKX Liens and Security
Interests . All liens and security
interests presently existing or hereafter obtained by CMKX in any
of the Collateral to secure any Obligations now or hereafter owed
by Debtor to CMKX (“ CMKX
Liens ”) shall have equal priority
with any and all liens and security interests now or hereafter
obtained by Ryan in the Collateral to secure any Obligations now or
hereafter owed by Debtor to Ryan (“ Ryan Liens ”). The equal
priority established by this Agreement shall be binding upon Ryan
and CMKX notwithstanding the time of attachment or perfection of or
the avoidance of either the Ryan Liens or the CMKX
Liens.
3.
CMKX’s Waivers .
CMK
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