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INTERCREDITOR AGREEMENT FOR PARI PASSU INDEBTEDNESS OF SURGILIGHT, INC.

Intercreditor Agreement

INTERCREDITOR AGREEMENT
                     FOR PARI PASSU INDEBTEDNESS OF
                            SURGILIGHT, INC.
 | Document Parties: SURGILIGHT INC | GEM Surgilight Investors LLC | Stuart Michelson You are currently viewing:
This Intercreditor Agreement involves

SURGILIGHT INC | GEM Surgilight Investors LLC | Stuart Michelson

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Title: INTERCREDITOR AGREEMENT FOR PARI PASSU INDEBTEDNESS OF SURGILIGHT, INC.
Governing Law: Florida     Date: 4/26/2007
Industry: Medical Equipment and Supplies    

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                                                            EXHIBIT 10.12

                        INTERCREDITOR AGREEMENT
                     FOR PARI PASSU INDEBTEDNESS OF
                            SURGILIGHT, INC.
                    
      INTERCREDITOR AGREEMENT, dated April 20, 2007, among Surgilight, Inc.,
a Florida corporation (the "Company"), GEM Surgilight Investors LLC ("GEM")
Colette Cozean ("Cozean") and Stuart Michelson ("Michelson"), where GEM,
Cozean and Michelson are holders of indebtedness ("the Indebtedness") secured
or to be secured by a lien with respect to all or any portion of the
Collateral (as defined below) pursuant to the terms of this Intercreditor
Agreement.    The term "Collateral" as used herein means the following:
Intangible Assets, which include, but are not limited to, Patents, Assigned
Patents, Patent Licenses, and Patents Pending, of the Company, in which
Cozean and Michelson have a lien or security interest, secured by UCC-1
financing statements filed on December 3, 2004, and which shall be subject to
a lien or security interest in favor of GEM, in the priorities specified in
this Intercreditor Agreement.

      WHEREAS, the Company has entered into Consulting Agreements with Cozean
and a Repayment Agreement with Michelson (the "Cozean Agreement" and
"Michelson Agreement," respectively), each dated April 20, 2007, providing
for the payment of various sums to Cozean and Michelson;

      WHEREAS, the Cozean and Michelson Agreements are secured by liens on
the Collateral;

      WHEREAS, the Company wishes to enter into a Secured Line of Credit Loan
Agreement (the "Loan Agreement") with GEM, under which GEM may lend to the
Company in installments, from time to time, up to $2,500,000.00;

      WHEREAS, the Company proposes to provide GEM with a lien or security
interest in the Collateral as partial security for Indebtedness of the
Company under the Loan Agreement;

      WHEREAS, it has been agreed by Cozean and Michelson that the Company be
permitted to obtain financing from GEM under the Loan Agreement to finance
the costs of its operations and to pay the sums due under the Cozean and
Michelson Agreements;

      WHEREAS, the Cozean and Michelson Agreements permit the Company to
create or cause to be created additional liens and security interests in the
Collateral in favor of GEM which will have equal priority with the liens of
the Cozean and Michelson Agreements pursuant to an Intercreditor Agreement
and Cozean and Michelson and the Company, upon fulfillment of certain
conditions precedent, to execute and deliver an Intercreditor Agreement in
substantially the form hereof to GEM;

      WHEREAS, the Company has entered into certain documents and agreements
providing for the grant to GEM of liens and security interests in all of the
property and assets constituting the Collateral in which Cozean and Michelson
have a lien or security interest, (the property and assets constituting the
Collateral in which each of the Cozean, Michelson, and GEM have obtained
liens or security interests being referred to herein as the "Pari Passu
Collateral");

      WHEREAS, the aggregate outstanding principal amount of the Cozean
Agreement at the date hereof is $1,052,301.43;
 
      WHEREAS, the aggregate outstanding principal amount of the Michelson
Agreement at the date hereof is $178,683;

      WHEREAS, the aggregate outstanding principal amount of the Indebtedness
owed by the Company to GEM at the date hereof is $0, with such Indebtedness
to be increased from time to time up to the total principal amount of
$2,500,000.00;

      WHEREAS, the parties hereto desire to set forth   their agreement as to
the nature of priority of the liens and security interests held by Cozean and
Michelson and GEM in the Pari Passu Collateral and certain other matters
related thereto;                                                        

      NOW, THEREFORE, in consideration of the mutual premises and agreements
herein contained it is hereby agreed as follows:                         

      SECTION 1.    Definitions.    As used in this Agreement, the following
terms have the meanings hereinafter set forth:                          

      "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C.
section 101 et seq.

      "Bankruptcy Law" means Title 11, United States Code, and any other
state or federal insolvency, reorganization, moratorium or similar law for
the relief of debtors.

      "Bankruptcy Proceeding" means any proceeding commenced under any
Bankruptcy Law.

      "Pari Passu Parties" means, collectively, Cozean, Michelson and GEM.

      SECTION 2.    Lien Acknowledgement.    (a)   The Company and each of the
Pari Passu Parties hereby agrees that each lien or security interest of
Cozean and Michelson in the property and assets constituting the Pari Passu
Collateral, to the extent of the obligations secured by such lien or security
interest, shall be equal in priority with (i) each lien or security interest
of GEM in the property and assets constituting the Pari Passu Collateral, to
the extent of the obligations secured by such liens or security interests.

      SECTION 3.    Lien Priority.    The priorities of   the liens or security
interests established, altered or specified herein are applicable
irrespective of: (i)   the time or order of attachment or perfection thereof;
(ii)   the method of perfection; (iii)   the time or order of filing or
recording of financing statements or other instruments; or (iv)   any
amendments to the liens or security interest established, altered or
specified herein, provided that such amendment does not alter the aggregate
principal amount of the Indebtedness secured by such lien or security
interest; and (v)   the time or order of foreclosure, taking of possession or
the exercise of any remedy;   provided, however, that the priorities of any
liens or security interests which are not established, altered or specified
herein shall be unaffected and shall exist and continue in accordance with
applicable law.   The agreements herein are solely for the purpose of
establishing the relative priorities of the interests of the Pari Passu
Parties in the Pari Passu Collateral and shall not inure to the benefit of
any other Person.

      SECTION 4.    Controlling Party.    The Pari Passu Party or Parties
holding a majority in principal amount of Indebtedness secured by the Pari
Passu Collateral (the "Controlling Party") shall have the sole right, without
the affirmative consent of any of the other Pari Passu Parties (the "Minority
Party(ies)"), and on behalf of itself and each Pari Passu Party, to (i) take
any action, or fail to take any action, to enforce or exercise any right or
remedy with respect to the Pari Passu Collateral and to foreclose upon,
collect, dispose of the Pari Passu Collateral or any portion thereof; and
(ii) exercise any right or remedy, or decline to exercise any right or
remedy, with respect to the Pari Passu Collateral in any Bankruptcy
Proceeding, including, without limitation, any right of   election under
Sections 1111(b) or 365(h) of the Bankruptcy Code, any other rights of
election, determinations, proofs of claims or other rights or remedies in
connection with any Bankruptcy Proceeding; provided that each Minority Party
shall have the right to file its own proof(s) of claim in any Bankruptcy
Proceeding.  

      If   the Controlling Party as defined above fails to take any action
within 30 days after receipt of written notice from the Minority Party(ies),
requesting it to take action to foreclose upon, collect, dispose of, or
exercise any right or remedy with respect to the Pari Passu Collateral or any
portion thereof, then a Minority Party or Parties shall be entitled to act as
the Controlling Party, and upon commencing action to foreclose upon, collect,
dispose of, or exercise any right or remedy with respect to the Pari Passu
Collateral or any portion thereof, shall be deemed the Controlling Party and
the other Pari Passu Parties shall be deemed the Minority Party(ies) for
purposes of Section 5 below.

      SECTION 5.    Minority Party Agreements.    In accordance with paragraph
4 hereof, the Minority Party(ies) agree(s) (regardless of whether it agrees,
disagrees or abstains with respect to any action or failure to act by the
Controlling Party) that the Controlling Party shall have the authority to act
or fail to act, as it deems necessary in its sole discretion, with respect to
the rights and remedies of all of the Pari Passu Parties and that the
Controlling Party shall have no liability for acting or failing to act
(provided such action or failure to act does not conflict with the express
terms of this Agreement).   Each Pari Passu Party further acknowledges and
agrees that, until the Indebtedness of all other Pari Passu Parties is no
longer outstanding, the only right of such Pari Passu Party with respect to
the Pari Passu Collateral is to be secured by the Pari Passu Collateral as
and to the extent provided in its respective loan document or agreement and
as provided herein and to receive a share of the proceeds of the Pari Passu
Collateral, if any, to the extent provided under Section 6 hereof; provided,
however, that, until the Indebtedness of all Pari Passu Parties is no longer
outstanding, in no event shall any rights or benefits accorded any Pari Passu
Party include any right to challenge, contest or dispute any acti


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