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$42	Preview Full Doc	2004	Intercompany Subordination Agreement Intercompany Subordination Agreement (29K) Doc #1114150: Click preview link for longer preview. THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of March 3, 2004, is made among the Obligors (as defined below), and WELLS FARGO FOOTHILL, INC., a California corporation ("Foothill"), as agent for the Lender Group (in such capacity, together with its successors, if any, in such capacity, "Agent"). WHEREAS, Obligors and the Lender Group are parties to that certain Loan and Security Agreement dated as of even date herewith (as amended, modified, renewed, extended, or replaced from time to time, the " . . . 1114150	Games Games Inc. As referenced in this Intercompany Subordination Agreement: GAMES INC. – executed and delivered this Agreement as of the date first written above. OBLIGORS: MIDWAY HOME ENTERTAINMENT INC., a Delaware corporation MIDWAY AMUSEMENT GAMES, LLC, a Delaware limited liability company MIDWAY GAMES INC. , a Delaware corporation MIDWAY GAMES WEST INC., a California corporation MIDWAY INTERACTIVE INC., a Delaware corporation MIDWAY SALES COMPANY, LLC, a Delaware limited liability company MIDWAY HOME STUDIOS INC., _____________ dt 1314379 ; Games Games Inc. ;	Midway Games Midway Games Inc. ( Software & Programming ) As referenced in this Intercompany Subordination Agreement: MIDWAY GAMES INC. – duly executed and delivered this Agreement as of the date first written above. OBLIGORS: MIDWAY HOME ENTERTAINMENT INC., a Delaware corporation MIDWAY AMUSEMENT GAMES, LLC, a Delaware limited liability company MIDWAY GAMES INC. , a Delaware corporation MIDWAY GAMES WEST INC., a California corporation MIDWAY INTERACTIVE INC., a Delaware corporation MIDWAY SALES COMPANY, LLC, a Delaware limited liability company MIDWAY HOME STUDIOS INC., _____________ dt 1510463 ; Midway Games Midway Games Inc. ( Software & Programming )
$45	Preview Full Doc	2005	Intercreditor and Subordination Agreement Intercreditor and Subordination Agreement (64K) Doc #1131992: Click preview link for longer preview. INTERCREDITOR AND SUBORDINATION AGREEMENT This Intercreditor and Subordination Agreement is entered into as of April 1, 2005, among ABLECO FINANCE LLC in its capacity as the Senior Lender (as hereinafter defined) and the Term Loan B Lender (as hereinafter defined) and Tudor BVI Global Portfolio Ltd., Raptor Global Portfolio Ltd., and Tudor Arbitrage Partners L.P. (collectively, the "Tudor Noteholders") and EFG Eurofinancial Investment Company (the "EFG Noteholder", and together with the Tudor Noteholders, each a "Junior . . . 1131992	enherent enherent Corp. ( Software & Programming ) As referenced in this Intercreditor and Subordination Agreement: enherent Corp. – and EFG Eurofinancial Investment Company (the "EFG Noteholder", and together with the Tudor Noteholders, each a "Junior Noteholder" and collectively, the "Junior Noteholders"), in light of the following: RECITALS A. enherent Corp. , a Delaware corporation (the "Parent"), and each Subsidiary of the Parent listed as a borrower on the signature pages thereto (together with the Parent, each a "Borrower" and collectively, _____________ ENHERENT, CORP. – MCCUTCHEN LLP 150 Federal Street Boston, Massachusetts 02110 Attn: Victor J. Paci, Esq. Tel. No. 617-951-8924 Fax No.: 617-951-8736 19.3 If to the Obligors, at: ENHERENT, CORP. 192 Lexington Avenue New York, New York 10016 Attn: Lori Stanley, Esq. Tel. No. 212-889-7722 Fax No.: 212-889-8636 with a copy to: -16- <PAGE& _____________ enherent Corp. – 2005 by and between Ableco Finance LLC and EFG Eurofinancial Investment Company, Tudor BVI Global Portfolio Ltd., Raptor Global Portfolio Ltd., and Tudor Arbitrage Partners L.P., as acknowledged by enherent Corp. " (b) The Junior Creditors and the Obligors will (i) mark their books or accounts or take such other action as shall be effective to give reasonable notice of the _____________ ENHERENT CORP. – action as may be necessary or desirable in the reasonable opinion of any of the Secured Creditors to effectuate the provisions and purposes of the foregoing Intercreditor and Subordination Agreement. ENHERENT CORP. By /s/ Pamela Fredette --------------------------- Name: Pamela Fredette Title: President and CEO -20- </TEXT> </DOCUMENT> _____________ dt 1485065 ; Ableco Finance Ableco Finance LLC ( Financial ) As referenced in this Intercreditor and Subordination Agreement: ABLECO FINANCE LLC – AGREEMENT <TEXT> <PAGE> EXECUTION COPY EXHIBIT 10.3 INTERCREDITOR AND SUBORDINATION AGREEMENT This Intercreditor and Subordination Agreement is entered into as of April 1, 2005, among ABLECO FINANCE LLC in its capacity as the Senior Lender (as hereinafter defined) and the Term Loan B Lender (as hereinafter defined) and Tudor BVI Global Portfolio Ltd., Raptor Global Portfolio Ltd., _____________ ABLECO Finance LLC – expenses and fees of the Obligors owing to the Term Loan B Lender pursuant to the Senior Documents with respect to the Term Loan B. "Term Loan B Lender" means ABLECO Finance LLC solely in its capacity as the holder of the Term Loan B Indebtedness. "Tudor Notes" means those certain subordinated secured promissory notes, each dated April 1, 2005, made by _____________ ABLECO FINANCE LLC – United States mail, postage prepaid, by facsimile, or by recognized overnight courier service, addressed as follows: 19.1 If to the Senior Lender or the Term Loan B Lender, at: ABLECO FINANCE LLC 299 Park Avenue - 23rd Floor New York, New York 10171 Attn: Daniel E. Wolf Tel. No. 212-891-2121 Fax No. 212-891-1541 with a copy to: -15- & _____________ Ableco Finance LLC – the Intercreditor and Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Intercreditor and Subordination Agreement, dated as of April 1, 2005 by and between Ableco Finance LLC and EFG Eurofinancial Investment Company, Tudor BVI Global Portfolio Ltd., Raptor Global Portfolio Ltd., and Tudor Arbitrage Partners L.P., as acknowledged by enherent Corp. " (b) The Junior Creditors _____________ ABLECO FINANCE LLC – and remedies hereunder. -18- <PAGE> IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first herein above set forth. ABLECO FINANCE LLC , as Senior Lender and Term Loan B Lender By /s/ Dan Wolf ------------------------------------ Name: Dan Wolf Title: Senior Vice President EFG EUROFINANCIAL INVESTMENT COMPANY, as a Junior Noteholder By /s/ _____________ dt 1338102 ; Bingham Bingham McCutchen ( Legal ) As referenced in this Intercreditor and Subordination Agreement: BINGHAM MCCUTCHEN – and C/O TUDOR VENTURES 50 Rowes Wharf, 6th Floor Boston, Massachusetts 02110 Attn: Bob Forlenza Tel. No. 617-772-4600 Fax No.: 617-737-0993 with a copy to: BINGHAM MCCUTCHEN LLP 150 Federal Street Boston, Massachusetts 02110 Attn: Victor J. Paci, Esq. Tel. No. 617-951-8924 Fax No.: 617-951-8736 19.3 If to the Obligors, at: _____________ dt 1389675 ;	Jackson Walker Jackson Walker L.L.P. ( Legal ) As referenced in this Intercreditor and Subordination Agreement: JACKSON WALKER – 192 Lexington Avenue New York, New York 10016 Attn: Lori Stanley, Esq. Tel. No. 212-889-7722 Fax No.: 212-889-8636 with a copy to: -16- <PAGE> JACKSON WALKER L.L.P. 2435 N. Central Expressway, Suite 600 Richardson, Texas Attn: David Rex, Esq. Tel No. 972-744-2900 Fax No.: 972-744-2909 or at such other _____________ dt 1324352 ; Schulte Roth Schulte Roth & Zabel LLP ( Legal ) As referenced in this Intercreditor and Subordination Agreement: SCHULTE ROTH – Avenue - 23rd Floor New York, New York 10171 Attn: Daniel E. Wolf Tel. No. 212-891-2121 Fax No. 212-891-1541 with a copy to: -15- <PAGE> SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, New York 10022 Attn: Eliot L. Relles, Esq. Tel. No 212-756-2000 Fax No. 212-593-5955 19.2 If _____________ dt 1536069
$36	Preview Full Doc	2006	Subordination Agreement Subordination Agreement (22K) Doc #1160490: Click preview link for longer preview. SUBORDINATION AGREEMENT This Subordination Agreement (the ï¿½Agreementï¿½) is made as of this 13th day of March, 2006, by and among SILICON VALLEY BANK, a California-chartered bank with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054, (the ï¿½Bankï¿½) and Bonanza Master Fund, LTD., for itself and as agent for each Purchaser (the ï¿½Agentï¿½), HHMI Investments, L.P., SRB Greenway Capital LP, SRB Greenway Capital (QP) LP, SRB Greenway Offshore Operating Fund, LP, Walker Smith Capital (QP), LP, Walker Smith Capital, LP, and Walker Smith . . . 1160490	SVB Silicon Valley Bank As referenced in this Subordination Agreement: SILICON VALLEY BANK, – 11 7 w17657exv4w11.htm EX-4.11 Exhibit 4.11 SUBORDINATION AGREEMENT This Subordination Agreement (the Agreement) is made as of this 13th day of March, 2006, by and among SILICON VALLEY BANK, a California-chartered bank with its principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054, (the Bank) and Bonanza Master Fund, LTD., for itself and as _____________ SILICON VALLEY BANK – by providing notice to the Agent. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. BANK SILICON VALLEY BANK By: /s/ Tony Wolfe Name: Tony Wolfe Title: Relationship Manager Address for Notice: 3003 Tasman Drive Mail Sort HA 250 Santa Clara, California 95054 Attention: General Counsel PURCHASERS: Bonanza _____________ dt 1392191 ; TeleComm. TeleCommunication Systems Inc. ( Software & Programming ) As referenced in this Subordination Agreement: TELECOMMUNICATION SYSTEMS, INC. – together with any Additional Notes (as defined in that certain Purchase Agreement dated March 13, 2006 by and between the Borrower and the Purchasers) (the Purchase Agreement), the Notes) of TELECOMMUNICATION SYSTEMS, INC. (the Borrower). Recitals A. Bank and the Borrower have entered into the Second Amended and Restated Loan and Security Agreement (Revolver) between them, dated as of October 14, 2005, _____________ TELECOMMUNICATION SYSTEMS, INC. – L.C., General Partner By: /s/ Reid S. Walker Name: Reid S. Walker Title: Member Address for Notice: 300 Crescent Court Suite 1111 Dallas, TX 75201 Seen and Agreed: BORROWER TELECOMMUNICATION SYSTEMS, INC. By: /s/ Thomas M. Brandt, Jr. Name: Thomas M. Brandt, Jr. Title: Senior Vice President and Chief Financial Officer 8 Address for Notice: 275 West Street Annapolis, MD 21401 _____________ dt 1544326 ;	TeleComm. TeleCommunication Systems Inc. ( Software & Programming ) As referenced in this Subordination Agreement: TELECOMMUNICATION SYSTEMS, INC. – together with any Additional Notes (as defined in that certain Purchase Agreement dated March 13, 2006 by and between the Borrower and the Purchasers) (the Purchase Agreement), the Notes) of TELECOMMUNICATION SYSTEMS, INC. (the Borrower). Recitals A. Bank and the Borrower have entered into the Second Amended and Restated Loan and Security Agreement (Revolver) between them, dated as of October 14, 2005, _____________ TELECOMMUNICATION SYSTEMS, INC. – L.C., General Partner By: /s/ Reid S. Walker Name: Reid S. Walker Title: Member Address for Notice: 300 Crescent Court Suite 1111 Dallas, TX 75201 Seen and Agreed: BORROWER TELECOMMUNICATION SYSTEMS, INC. By: /s/ Thomas M. Brandt, Jr. Name: Thomas M. Brandt, Jr. Title: Senior Vice President and Chief Financial Officer 8 Address for Notice: 275 West Street Annapolis, MD 21401 _____________ dt 1544397
$36	Preview Full Doc	2005	Subordination Agreement Subordination Agreement (30K) Doc #1212895: Click preview link for longer preview. SUBORDINATION AGREEMENT This Subordination Agreement, dated as of July 8, 2005 (the ï¿½Subordination Agreementï¿½), by and among Axeda Systems, Inc., a Delaware corporation, the several Purchasers listed in Schedule 1 to the Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005 (as may be hereafter amended, modified, substituted, extended or restated from time to time, including any replacement agreement therefore, the ï¿½Purchase Agreementï¿½), by and among the Company (defined below) and the Purchasers (together with any subsequent holders of the Notes (as defined in the . . . 1212895	Axeda Axeda Systems Inc. ( Software & Programming ) As referenced in this Subordination Agreement: Axeda Systems, Inc. – EX-10.33 11 v021454_ex10-33.htm SUBORDINATION AGREEMENT This Subordination Agreement, dated as of July 8, 2005 (the Subordination Agreement), by and among Axeda Systems, Inc. , a Delaware corporation, the several Purchasers listed in Schedule 1 to the Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005 (as may be hereafter amended, _____________ Axeda Systems, Inc. – hereby agree as follows: 1. Definitions. The following terms shall have the meanings given to such terms as set forth below: Company For purposes hereof, the term Company shall include Axeda Systems, Inc. and all of its direct and indirect subsidiaries whether now or hereafter existing, including without limitation, Axeda Systems Operating Company, Inc. Senior Debt All principal (which principal shall not _____________ AXEDA SYSTEMS, INC. – Agreement - Signature Page IN WITNESS WHEREOF, each party hereto has cause this Subordination Agreement to be executed by its duly authorized officer as of the date first above written. COMPANY: AXEDA SYSTEMS, INC. By: /s/ Karen Kupferberg Karen Kupferberg Chief Financial Officer SENIOR HOLDERS: JMI EQUITY FUND V, L.P. By: JMI Associates V, L.L.C. its General Partner By: /s/ _____________ dt 1460535 ;	Axeda Axeda Systems Inc. ( Software & Programming ) As referenced in this Subordination Agreement: Axeda Systems, Inc. – EX-10.33 11 v021454_ex10-33.htm SUBORDINATION AGREEMENT This Subordination Agreement, dated as of July 8, 2005 (the Subordination Agreement), by and among Axeda Systems, Inc. , a Delaware corporation, the several Purchasers listed in Schedule 1 to the Senior Secured Bridge Note Purchase Agreement, dated as of July 8, 2005 (as may be hereafter amended, _____________ Axeda Systems, Inc. – hereby agree as follows: 1. Definitions. The following terms shall have the meanings given to such terms as set forth below: Company For purposes hereof, the term Company shall include Axeda Systems, Inc. and all of its direct and indirect subsidiaries whether now or hereafter existing, including without limitation, Axeda Systems Operating Company, Inc. Senior Debt All principal (which principal shall not _____________ AXEDA SYSTEMS, INC. – Agreement - Signature Page IN WITNESS WHEREOF, each party hereto has cause this Subordination Agreement to be executed by its duly authorized officer as of the date first above written. COMPANY: AXEDA SYSTEMS, INC. By: /s/ Karen Kupferberg Karen Kupferberg Chief Financial Officer SENIOR HOLDERS: JMI EQUITY FUND V, L.P. By: JMI Associates V, L.L.C. its General Partner By: /s/ _____________ dt 1460542
$32	Full Doc	2005	Subordination Agreement Subordination Agreement (14K) Doc #1213423: This document is immediately available for purchase, but does not have a preview available for viewing. 1213423	Artisoft Artisoft, Inc. ( Software & Programming ) ;	Artisoft Artisoft, Inc. ( Software & Programming )
$37	Full Doc	2007	Subordination Agreement Subordination Agreement (11K) Doc #2895056: This document is immediately available for purchase, but does not have a preview available for viewing. 2895056	AXS-One AXS-One Inc. ( Software & Programming ) ;	AXS-One AXS-One Inc. ( Software & Programming )