Edgewater/Epic - Feb 2002 Bridge Loan Subordination Agreement









EXHIBIT 4.18




 




SUBORDINATION AGREEMENT




 




THIS SUBORDINATION AGREEMENT

(this “Agreement”), dated as of February    

, 2002, is between EDGEWATER PRIVATE EQUITY FUND III, L.P., a

Delaware limited partnership (“Lender”), and MRA SYSTEMS, INC., a Colorado

corporation d/b/a GE ACCESS (“Creditor”).




 




WHEREAS, EpicEdge, Inc., a

Texas corporation (“Borrower”), is currently indebted to Creditor under certain

agreements, instruments and documents, (together with any amendments thereto or

replacements or substitutions thereof, now or hereafter evidencing or securing

the Creditor Indebtedness (as defined below) the “Creditor Documents”) which

indebtedness is secured by a security interest in and a lien on all of

Borrower’s assets;




 




WHEREAS, Lender has agreed

to loan Borrower an aggregate principal amount of Six Hundred Ten Thousand

Dollars ($610,000) (“Lender’s Indebtedness”) pursuant to a Secured Promissory

Note of even date herewith, made by Borrower in favor of Lender (the “Note”;

and together with such other agreements, instruments and documents, including

any amendments thereto or replacements or substitutions thereof, evidencing or

securing all or any part of Lender’s Indebtedness, the “Lender’s Documents”);




 




WHEREAS, the Lender’s

Indebtedness is and will be secured in its entirety by a security interest in

and lien on all of Borrower’s assets; and




 




WHEREAS, Lender has agreed

that any security interest hereafter acquired by Lender in or on Borrower’s

assets shall be and remain, in all respects, subordinate to any security

interest in or lien on Borrower’s assets in favor of Creditor.




 




NOW, THEREFORE, in

consideration of the premises and covenants contained herein and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the undersigned do hereby agree as follows:




 




1.             Lender hereby subordinates the Lender’s Indebtedness to

any and all sums, debts, demands, claims, liabilities or causes of action for

which Borrower may be liable to Creditor pursuant to the Creditor Documents

and/or pursuant to any note, security agreement, guaranty or other instrument

or document executed pursuant thereto or in connection therewith (the “Creditor

Indebtedness”).




 




2.             Lender hereby subordinates all security interests, liens

on, and encumbrances which in any way secure the Lender’s Indebtedness (the

“Lender’s Collateral”) to all security interests, liens on, and encumbrances

which in any way secure the payment of the Creditor Indebtedness (the “Creditor

Collateral”).




 




3.             This Agreement shall continue in full force and effect

until the full payment of the entire Creditor Indebtedness.




 





























 




4.             All notices, payments, requests, reports, information

and demands which any party may desire or may be required to give or make to

any other party shall be given or made upon such party by and hand delivery or

by the deposit in the United States Mail, postage prepaid, Certified or

Registered addressed as follows:




 




	

  TO CREDITOR:


  	

  MRA SYSTEMS, INC., d/b/a

  GE ACCESS


  
	

   


  	

  1426 Pearl Street


  
	

   


  	

  Boulder, Colorado  80302


  
	

   


  	

  Attn:  


  	

   


  	

   


  
	

   


  	

   


  
	

  TO LENDER:


  	

  EDGEWATER PRIVATE EQUITY

  FUND III, L.P.


  
	

   


  	

  900 North Michigan Avenue


  
	

   


  	

  Chicago, Illinois  60611


  
	

   


  	

  Attn:  Ryan Satterfield


  





 




Said notice shall be deemed given when

delivered or mailed  as aforesaid.




 




5.             This Agreement shall be binding upon the successors and

assigns of the Lender, Borrower and Creditor.




 




[Signature

Page Follows]




 




2





























 




IN WITNESS WHEREOF, the

undersigned have caused this Agreement to be duly executed as of the day and year

first above written.




 




	

   


  	

  CREDITOR:


  
	

   


  	

   


  
	

   


  	

  MRA SYSTEMS, INC., d/b/a GE Access


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Its:


  	

   


  
	

   


  	

   


  
	

   


  	

  LENDER:


  
	

   


  	

   


  
	

   


  	

  EDGEWATER PRIVATE EQUITY FUND III, L.P.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Its:


  	

   


  
								





 




3





























 




 




ACCEPTANCE OF BORROWER




 




EpicEdge, Inc., a Texas

corporation, hereby accepts and consents to the foregoing Agreement and agrees

to be bound by all of the provisions thereof and to recognize all priorities

and rights granted thereby to MRA SYSTEMS, INC., d/b/a GE ACCESS, and its

successors and assigns and to perform in accordance therewith.




 




	

   


  	

  Borrower:


  
	

   


  	

   


  
	

   


  	

  EPICEDGE, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Its:


  	

   


  
	

   


  	

   


  	

   


  
	

  Dated:


  	

   


  	

  , 2002