INTERCREDITOR AGREEMENT
THIS
INTERCREDITOR AGREEMENT (this “Agreement”), dated
as of January 30, 2008, by and among Karat Platinum, LLC, a
New York limited liability company, with an address at 15
Hoover Street, Inwood, New York 11096 (the
“Company”), Sentra Consulting Corp., a Nevada
corporation, with an address at 15 Hoover Street, Inwood, New
York 11096 (“Sentra”), and Continental Capital,
LLC, a New York limited liability company, with an address at
1439 E. 21
st Street,
Brooklyn, New York 11230 (“Continental”).
WITNESSETH:
WHEREAS,
in connection with the issuance of a series of
Secured
Promissory Notes by
the Company to Sentra (the “Sentra Notes”), the
Company previously granted and delivered to Sentra a
continuing lien on, and first priority security interest in
and to, all of the Company's right, title and interest with
respect to all of the personal property of the Company on the
terms and conditions set forth in the General Security
Agreement between the Company and Sentra, dated July 11, 2007,
as amended on August 22, 2007 (the “Sentra Security
Agreement”);
WHEREAS,
in connection with the issuance of a Secured Promissory Note
by the Company to Continental (the “Continental
Note”), the Company will be granting and delivering to
Continental a continuing lien on and first priority security
interest in and to the inventory of the Company (the
“Inventory”) in accordance with the terms and
conditions of the Security Agreement, dated as of the date
hereof, between the Company and Continental (the
“Continental Security Agreement”);
WHEREAS,
the Sentra Notes and the Continental Note are sometimes
hereinafter referred together as the “Secured Promissory
Notes”;
WHEREAS,
Sentra and Continental (collectively, the “Secured
Creditors”) desire to enter into this Agreement in order
to set forth their agreement and understanding with respect to
the enforcement of their respective rights pertaining to their
respective promissory notes and their respective security
interests in the Inventory (the “Security
Interests”).
NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties, and covenants
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as
follows:
1.
Ownership Interest in the Inventory .
Sentra
agrees to subordinate its first priority security interest in and
to the Inventory for the benefit of Continental. Notwithstanding
anything contained herein to the contrary, the Investors expressly
agree and acknowledge that Sentra shall retain its current
perfected continuing lien and first priority security interest in
all of the other assets and personal property of the Company, in
accordance with and pursuant to the Sentra Security
Agreement.
2.
Action for Foreclosure .
Continental
agrees and acknowledges that the initiation, or threat of
initiation, of any notification, claim, action or proceeding
regarding an Event of Default (as such term is defined in the
Continental Note) or with respect to the foreclosure of its
Security Interest shall require 10 days’ prior written notice
to Sentra.
3.
No Representation or Warranty Relating to the Secured Promissory
Notes .
Neither of the Secured Creditors has made any warranty or
representation to the other, expressed or implied, with respect to
the Secured Promissory Notes, the adequacy of security for such
Secured Promissory Notes, the existing or future solvency or
financial worth of the Company, or the ability of the Company to
repay the Secured Promissory Notes. The Secured Creditors do not
assume any liability to each other.
4.
Distribution of Sale or Refinance Proceeds .
4.1.
If there is an Event of Default (as defined in any of the
Secured Promissory Notes) and as a result thereof in
accordance with the terms and provisions of their respective
security agreements and this Agreement, the Secured Creditors
shall be entitled to the proceeds of a sale of the Inventory,
the net proceeds shall be distributed in the following order
of priority among the Investors:
(a)
First, repayment to Continental of all outstanding principal
and accrued interest due in accordance with the Continental
Note until such promissory note has been repaid in full;
and
(b)
Second,
the balance if any, to Sentra of all outstanding principal and
accrued interest thereon, due in accordance with the Sentra
Notes.
4.2.
The priorities of allocation set forth in Section 4.1 shall
apply in all circumstances, including with respect to any
distribution made in any case or proceeding under Title 11 of
United States Code or any other proceeding relating to the
Company under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or
liquidation.
4.3.
If any Secured Creditor (an "Excess Party") shall obtain any
payment or other recovery (whether voluntary, involuntary, by
application of setoff, or otherwise) as a result of the
realization, sale or other remedial disposition of, or
fore
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