subordinationinterceditoragr.htm


                                                                                                                                                                                                                                                                                                       
      Exhibit 10.14

     

    

      SUBORDINATION
        AND INTERCREDITOR AGREEMENT

       

      THIS
        SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of May 7, 2007 (this
“Agreement”) is entered into among HENNESSEY FINANCIAL, LLC
        (the “Company”), CS FINANCING CORPORATION (“Senior
        Lender”) and HENNESSEY FINANCIAL MONTHLY INCOME FUND, LP
        (“Subordinated Lender”).

       

      RECITALS

       

      
        	
                A.  

              	
                Senior
                  Lender and the Company have entered into a Loan and Security Agreement
                  dated October 25, 2005 and amended August 22, 2006, September 21,
                  2006 and
                  May 7, 2007 (as from time to time amended, modified, extended,
                  renewed,
                  refinanced, or restated in accordance with the terms of this Agreement,
                  the “Senior Loan Agreement”), together with the other
                  Loan Documents (as defined in the Senior Loan Agreement), whereby
                  the
                  Senior Lender intends to make available to the Company certain
                  loans and
                  other financial accommodations therein set forth.  All of the
                  Company’s obligations under the Senior Loan Documents (as hereinafter
                  defined) are secured by assignments of and security interests in
                  substantially all of the now or hereafter acquired assets of the
                  Company,
                  all as more fully set forth in the Senior Loan
                  Documents.

              


      

       

      
        	
                B.  

              	
                Subordinated
                  Lender and the Company have entered into a Loan and Security Agreement
                  dated May 10, 2007 (as from time to time amended, modified, extended,
                  renewed, refinanced, or restated in accordance with the terms of
                  this
                  Agreement, the “Subordinated Loan Agreement”), together
                  with the other Loan Documents (as defined in the Subordinated Loan
                  Agreement), whereby the Subordinated Lender will make available
                  to the
                  Company certain loans and other financial accommodations therein
                  set
                  forth.  All of the Company’s obligations under the Subordinated
                  Loan Documents (as hereinafter defined) are secured by assignments
                  of and
                  security interests in substantially all of the now or hereafter
                  acquired
                  assets of the Company, all as more fully set forth in the Subordinated
                  Loan Documents.

              


      

       

      
        	
                C.  

              	
                The
                  Company is or will be from time to time indebted to the Subordinated
                  Lender up to the aggregate principal amount of One Hundred Million
                  and
                  00/100 Dollars ($100,000,000.00) and is or will be from time to
                  time
                  indebted to the Senior Lender up to the aggregate principal amount
                  of
                  Forty Million and 00/100 Dollars
                  ($40,000,000.00).

              


      

       

      
        	
                D.  

              	
                As
                  a condition of the financing accommodations under the Senior Loan
                  Documents and Subordinated Loan Documents, the parties hereto are
                  required
                  to enter into this Agreement to establish the relative rights and
                  priorities of the Senior Lender and the Subordinated Lender under
                  the
                  Senior Loan Documents and the Subordinated Loan
                  Documents.

              


      

       

      
        	
                E.  

              	
                The
                  Subordinated Lender will benefit from the financing accommodations
                  made by
                  the Senior Lender under the Senior Loan Agreement and the other
                  Senior
                  Loan Documents.  The Subordinated Lender and the Company desire
                  to enter into this Agreement in order to induce the Senior Lender
                  to enter
                  into the Senior Loan Agreement.  The Subordinated Lender
                  acknowledges that the Senior Lender would not advance to the Company
                  under
                  the Senior Loan Documents but for the execution of this
                  Agreement.

              


      

       

      
        
          
          

        

        
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                F.  

              	
                As
                  more fully set forth herein, the Subordinated Lender will subordinate
                  to
                  the Senior Lender, in certain circumstances enumerated herein,
                  20% of the
                  amount owed by the Company to the Senior Lender and the Subordinated
                  Lender and the Senior Lender will divide the remainder in a pro-rata
                  fashion.

              


      

       

      In
        consideration of the mutual agreements herein contained, the parties hereto
        agree as follows:

       

      
        	
                1.  

              	
                Definitions.  Except
                  as otherwise provided herein, all capitalized terms used in this
                  Agreement
                  shall have the meanings ascribed to such terms in the Senior Loan
                  Agreement, provided that the following terms shall have the meanings
                  set
                  forth below:

              


      

       

      “Bankruptcy
        Code” means Title 11 of the United States Code (11 U.S.C.
§ 101 et. seq.) or any replacement or supplemental federal statute
        dealing
        with the bankruptcy of debtors.

       

      “Company
        Property” means all assets, property and property rights, of any kind
        or nature, tangible or intangible, now or hereafter existing, in which the
        Company or any Obligor owns, asserts or maintains an interest.

       

      “Finally
        Paid” or “Final Payment,” when used in connection with
        the Senior Indebtedness, means the full and indefeasible payment in cash
        of all
        of the Senior Indebtedness and the irrevocable termination of all commitments
        of
        the Senior Lender under the Senior Loan Documents, if any.

       

      “Initial
        Share” shall be 20% of the Senior Indebtedness as of the date of the
        last Senior Payment Default unless there have been a continuous series of
        Senior
        Payment Defaults, in such case the Initial Share shall be computed as of
        the
        first date in the series of Senior Payment Defaults.

       

      “Liens”
        means any mortgage, deed of trust, pledge, lien, security interest, charge,
        set-off right or other encumbrance, whether now existing or hereafter created,
        acquired or arising.

       

      “Obligor”
        means any guarantor or obligor of any Senior Indebtedness or Subordinated
        Indebtedness.

       

      “Person”
        shall have the meaning given such term in the Senior Loan
        Agreement.

       

      “Pro-Rated
        Share” when used in connection with the Senior Lender “Pro-Rated Share”
shall be Senior Indebtedness divided by the sum of the Senior Indebtedness
        and
        Subordinated Indebtedness as of the date of the last Senior Payment
        Default.  When used in the context of the Subordinated Lender,
“Pro-Rated Share” shall be Subordinated Indebtedness divided by the sum of the
        Subordinated Indebtedness and the Senior Indebtedness as of the date of the
        last
        Senior Payment Default.  By way of example, if the Senior Indebtedness
        is $1,000,000 and the Subordinated Indebtedness is $2,000,000, the

       

      
        
          
          

        

        
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       Pro-Rated
        Share of the Senior Lender would be 33.33% (1,000,000/3,000,000) and the
        Pro-Rated Share of the Subordinated Indebtedness would be 66.67%
        (2,000,000/3,000,000). For the purpose of the foregoing calculations, the
        Senior
        Indebtedness shall be reduced by the Initial Share actually paid to the Senior
        Lender.

       

      “Proceeding”
        means any voluntary or involuntary proceeding commenced by or against the
        Company or any Obligor under any provision of the Bankruptcy Code, or under
        any
        other bankruptcy or insolvency law, including assignments for the benefit
        of
        creditors, formal or informal moratoria, compositions, extensions generally
        with
        its creditors, or proceedings seeking dissolution, receivership, reorganization,
        arrangement, or other similar relief.

       

      “Senior
        Covenant Default” means any “Event of Default” (as such term is defined
        in the Senior Loan Agreement) under the Senior Loan Documents (other than
        a
        Senior Payment Default) which is brought to the attention of Subordinated
        Lender
        by written notice from Senior Lender.

       

      “Senior
        Indebtedness” means all obligations, liabilities and indebtedness of
        every nature of the Company or any Obligor from time to time owed to the
        Senior
        Lender under the Senior Loan Documents, including the principal amount of
        all
        debts, claims and indebtedness, accrued and unpaid interest and all premium,
        fees, costs and expenses, whether primary, secondary, direct, contingent,
        fixed
        or otherwise, heretofore, now and from time to time hereafter owing, due
        or
        payable, whether before or after the filing of a Proceeding, including any
        credit enhancement obligations due and owing to the Senior Lender, together
        with
        (a) any indebtedness which refinances such principal, interest or other
        obligations and any amendments, modifications, renewals, restatements,
        refinancings or extensions thereof to the extent not prohibited by the terms
        of
        this Agreement and (b) any interest accruing thereon after the commencement
        of a
        Proceeding, without regard to whether or not such interest is allowed in
        any
        Proceeding.  Senior Indebtedness shall be deemed to be outstanding
        until it is Finally Paid.

       

      “Senior
        Loan Documents” shall have the meaning given to the term “Loan
        Documents” in the Senior Loan Agreement.

       

      “Senior
        Payment Default” means any “Event of Default” (as such term is defined
        in the Senior Loan Agreement) under the Senior Loan Documents resulting from
        the
        failure to pay, by the time required therefor, any principal, interest, fees
        or
        other obligations under the Senior Loan Documents including any default in
        payment of any Senior Indebtedness after acceleration thereof which is brought
        to the attention of Subordinated Lender by written notice from Senior
        Lender.

       

      “Sub-Account”
        shall have the meaning given such term in the Subordinated Loan
        Agreement.

       

      “Subordinated
        Indebtedness” means all obligations, liabilities and indebtedness of
        every nature of the Company or any Obligor from time to time owed to any
        Subordinated Lender under the Subordinated Loan Documents, including any
        credit
        enhancement 

       

       

      
        
          
          

        

        
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      obligations
        to the Subordinated Lender, together with the principal amount of all debts,
        claims and indebtedness, accrued and unpaid interest and all premium, fees,
        costs and expenses, whether primary, secondary, direct, contingent, fixed
        or
        otherwise, heretofore, now and from time to time hereafter owing, due or
        payable, whether before or after the filing of a Proceeding, together with
        (a)
        any amendments, modifications, renewals, restatements, refinancings or
        extensions thereof and (b) any interest accruing thereon after the commencement
        of a Proceeding, without regard to whether or not such interest is allowed
        in
        any Proceeding.

       

      “Subordinated
        Lender Remedies” means any action (a) to take from or for the account
        of the Company, any Obligor, any other guarantor of the Subordinated
        Indebtedness or any other Person, by set-off or in any other manner, the
        whole
        or any part of any moneys which may now or hereafter be owing by the Company
        (other than receipt of payments of Subordinated Indebtedness to the extent
        permitted by this Agreement), any Obligor, any such guarantor or any other
        Person with respect to the Subordinated Indebtedness, (b) to sue for payment
        of,
        or to initiate or participate with others in any suit, action or proceeding
        (including any Proceeding) against the Company, any Obligor, any such guarantor
        or any other Person to (i) enforce payment of or to collect the whole or
        any
        part of the Subordinated Indebtedness or (ii) commence judicial enforcement of
        any of the rights and remedies under the Subordinated Loan Documents or
        applicable law with respect to the Subordinated Indebtedness, (c) to accelerate
        the Subordinated Indebtedness, (d) to exercise any put, repurchase or similar
        option or to cause the Company, any Obligor, any such guarantor or any other
        Person to honor any redemption or mandatory prepayment obligation under any
        Subordinated Document or (e) to take any action under the provisions of any
        state or federal law, including the UCC, or under any contract or agreement,
        to
        enforce, foreclose upon, take possession of or sell any Company Property
        or any
        property or assets of any such guarantor or any other Person.

       

      “Subordinated
        Loan Documents” shall have the meaning given to the term “Loan
        Documents” in the Subordinated Loan Agreement.

       

      “Subordinated
        Note(s)” shall have the meaning given the term “Mezzanine Note” in the
        Subordinated Loan Agreement.

       

      “UCC”
        means Article 9 of the Uniform Commercial Code, as in effect in any relevant
        jurisdiction.

       

      
        	
                2.  

              	
                Subordination
                  of Subordinated Indebtedness to Senior Indebtedness.  The
                  Company covenants and agrees, and the Subordinated Lender by its
                  acceptance of the Subordinated Loan Documents (whether upon original
                  issue
                  or upon transfer or assignment) likewise covenants and agrees,
                  notwithstanding anything to the contrary contained in any of the
                  Subordinated Loan Documents, that the payment of any and all of
                  the
                  Subordinated Indebtedness shall be, in the event of an Event of
                  Default,
                  subordinate and subject in right and time of payment, to the extent
                  and in
                  the manner hereinafter set forth, to the Initial Share of the Senior
                  Lender.  Each holder of Senior Indebtedness, whether now
                  outstanding or hereafter created, incurred, assumed or guaranteed,
                  shall
                  be deemed to have acquired Senior Indebtedness in reliance upon
                  the
                  provisions contained in this
                  Agreement.

              


      

       

      
        
          
          

        

        
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                3.  

              	
                Subordination
                  of Liens.

              


      

       

      
        	
                3.1  

              	
                Subordinated
                  Lender hereby covenants and agrees that any Liens and rights of
                  any kind
                  Subordinated Lender may now have and hereafter acquire (or be deemed
                  to
                  now have or hereafter acquire) against the Company or any Obligor
                  and/or
                  any Company Property, if any, shall be subordinate, to the extent
                  and in
                  the manner hereinafter set forth, and subject to the Liens and
                  rights
                  against the Company, Obligors and/or Company Property of the Senior
                  Lender
                  arising from or out of the Senior Indebtedness, regardless of the
                  order,
                  time or manner in which any Liens attach to or are perfected in
                  any
                  Company Property.

              


      

       

      
        	
                3.2  

              	
                If,
                  after an Event of Default and an acceleration of the payment of
                  the Senior
                  Indebtedness, in the exercise of its legal remedies, Senior Lender
                  is
                  causing any Company Property to be sold and is releasing its Lien
                  in
                  connection with such sale or disposition of any Company Property,
                  the
                  Subordinated Lender shall be deemed to have consented to such disposition
                  and shall execute such releases with respect to such Company Property
                  to
                  be sold as the Senior Lender requests to evidence the release of
                  any Lien
                  against such property that the Subordinated Lender may have or
                  be deemed
                  to have.  Provided, however, that the Senior Lender agrees to
                  distribute the proceeds from the sale of Company Property in accordance
                  with Section 8 hereof.  Subordinated Lender hereby irrevocably
                  appoints the holders of the Senior Indebtedness as the true and
                  lawful
                  attorneys of the Subordinated Lender for the purpose of executing
                  and
                  filing any such releases in such instances.  Subordinated Lender
                  hereby waives any rights such Subordinated Lender has or may have
                  in the
                  future to object to the appointment of a receiver for all or any
                  portion
                  of the equity or the assets of the Company or any Obligor or to
                  require
                  any Senior Lender to marshal the collateral and agrees that each
                  Senior
                  Lender may proceed against the collateral in any order that it
                  deems
                  appropriate in the exercise of its absolute
                  discretion.

              


      

       

      
        	
                3.3  

              	
                Subordinated
                  Lender hereby appoints the Senior Lender as its agent to perfect
                  by
                  possession or control the Lien in any of the Collateral:  (a)
                  which Lien is capable of being perfected by possession or control
                  and (b)
                  that is, at any time, delivered to and in the possession, or is
                  under the
                  control, of the Senior Lender, subject always to the rights of
                  the Senior
                  Lender as prior Lien holder.  The Subordinated Lender
                  acknowledges that Senior Lender holds such Collateral for the benefit
                  of
                  Senior Lender upon and subject to the terms contained in this
                  Agreement.  Except for matters that are the result of the gross
                  negligence, bad faith or willful misconduct, the Senior Lender
                  shall not
                  be liable to Subordinated Lender, in any respect, for the manner
                  in which
                  it discharges its obligations, as a collateral agent, owed pursuant
                  to
                  this Section 3.3.

              


      

       

      
        
          
          

        

        
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                3.4  

              	
                Upon
                  the date that the Senior Indebtedness is Finally Paid or otherwise
                  discharged and released in an express writing to such effect by
                  the Senior
                  Lender, Senior Lender shall, upon the request and at the expense
                  of the
                  Subordinated Lender:  (a) deliver notice, in form and substance
                  reasonably satisfactory to the Subordinated Lender (or its representative)
                  to any Person which has agreed to comply with the instructions
                  of Senior
                  Lender, including without limitation, any depositary institution
                  where a
                  deposit account to which Senior Lender has “control” (as such term is
                  defined in the UCC) has been opened, that such Person no longer
                  is
                  required to comply with the Senior Lender’s instruction, (b) deliver any
                  physical collateral to Subordinated Lender (or their representative)
                  which
                  secures obligations owing to the Subordinated Lender and (c) execute
                  such
                  notices, instruments, termination statements, letter or other documents
                  to
                  evidence the Final Payment of the Senior
                  Indebtedness.

              


      

       

      
        	
                4.  

              	
                Warranties
                  and Representations of Company.

              


      

       

      
        	
                4.1  

              	
                The
                  Company hereby represents and warrants to the Senior Lender and
                  Subordinated Lender that each of them has been furnished with a
                  true and
                  correct copy of all instruments and securities evidencing or pertaining
                  to
                  the Subordinated Indebtedness and Senior
                  Indebtedness.

              


      

       

      
        	
                4.2  

              	
                The
                  Company hereby represents and warrants to the Senior Lender that
                  this
                  Agreement has been duly executed and delivered by the Company and
                  constitutes a legal, valid and binding obligation of the Company
                  enforceable in accordance with its terms except to the extent that
                  the
                  enforceability thereof may be limited by any applicable bankruptcy,
                  insolvency, reorganization, moratorium or similar laws from time
                  to time
                  in effect affecting generally the enforcement of creditors’ rights and
                  remedies and general principles of
                  equity.

              


      

       

      
        	
                4.3  

              	
                Subordinated
                  Lender represents and warrants to the Senior Lender: (i) that this
                  Agreement has been duly executed and delivered by such Subordinated
                  Lender
                  and constitutes a legal, valid and binding obligation of such Subordinated
                  Lender enforceable against such Subordinated Lender in accordance
                  with its
                  terms, except to the extent that the enforceability thereof may
                  be limited
                  by any applicable bankruptcy, insolvency, reorganization, moratorium
                  or
                  similar laws from time to time in effect affecting generally the
                  enforcement of creditors’ rights and remedies and general principles of
                  equity; and (ii) that such Subordinated Lender has not relied and
                  shall
                  not rely on any representation or information of any nature made
                  by or
                  received from the Senior Lender relative to the Company or any
                  Obligor in
                  deciding to execute this Agreement or to permit it to continue
                  in
                  effect.

              


      

       

      
        	
                4.4  

              	
                Senior
                  Lender represents and warrants to the Subordinated Lender: (i)
                  that this
                  Agreement has been duly executed and delivered by Senior Lender
                  and
                  constitutes a legal, valid and binding obligation of the Senior
                  Lender
                  enforceable against such Senior Lender in accordance with its terms,
                  except to the extent that the enforceability thereof may be limited
                  by any
                  applicable bankruptcy, insolvency, reorganization, moratorium or
                  similar
                  laws from time to time in effect affecting generally the enforcement
                  of
                  creditors’ rights and remedies and general principles of equity; (ii) that
                  the Senior Lender has not relied and shall not rely on any representation
                  or information of any nature made by or received from any Subordinated
                  Lender relative to the Company or any Obligor in deciding to execute
                  this
                  Agreement or to permit it to continue in effect; and (iii) that
                  the Senior
                  Lender is the current holder of the Senior
                  Indebtedness.

              


      

       

       

      
        
          
          

        

        
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                4.5  

              	
                Company
                  represents and warrants that to the best of its knowledge it has
                  delivered
                  true, correct and complete copies of all the documents executed
                  as of the
                  date hereof which have been executed by the Company and others
                  which
                  evidence, secure or otherwise relate to its Subordinated
                  Indebtedness.

              


      

       

      
        	
                5.  

              	
                Negative
                  Covenants.  Until all of the Senior Indebtedness has been
                  Finally Paid: (A) except as provided herein, the Subordinated Lender
                  shall
                  not demand, accept or acquire from the Company or any Obligor any
                  security
                  interest in or Lien on any assets of the Company or any Obligor
                  or any
                  Company Property, nor any collateral from the Company or any Obligor
                  which
                  is superior to the Lien in favor of Senior Lender (except for a
                  Credit
                  Enhancement as such term is defined in the Subordinated Loan Documents
                  that does not exceed 5% of the Subordinated Indebtedness); (B)
                  the Company
                  shall not discharge the Subordinated Indebtedness other than in
                  accordance
                  with the terms of the Subordinated Loan Documents; (C) the Subordinated
                  Lender shall not demand or accept from the Company, any Obligor
                  or other
                  Person any consideration which would result in a discharge of the
                  Subordinated Indebtedness other than in accordance with the terms
                  of the
                  Subordinated Loan Documents; (D) the Subordinated Lender shall
                  not
                  hereafter give any subordination in respect of the Subordinated
                  Indebtedness; and (E) the Company shall not hereafter issue any
                  instrument, security or other writing evidencing any part of the
                  Subordinated Indebtedness, and the Subordinated Lender shall not
                  receive
                  any such writing, except upon the condition that such security
                  shall bear
                  the legend referred to in Section 25 below and a true copy thereof
                  shall be thereupon promptly furnished to the Senior
                  Lender.

              


      

       

      
        	
                6.  

              	
                Permitted
                  Payments.

              


      

       

      
        	
                6.1  

              	
                Notwithstanding
                  the terms of the Subordinated Loan Documents, the Company hereby
                  agrees
                  that it shall not make (and will not permit any other Obligor to
                  make),
                  and each Subordinated Lender hereby agrees that it will not accept,
                  any
                  payment or distribution with respect to the Subordinated Indebtedness
                  including any payment or distribution received through the exercise
                  of any
                  right of setoff, counterclaim or crossclaim, until the Senior Indebtedness
                  is Finally Paid; provided that the Company may pay to the
                  Subordinated Lender and the Subordinated Lender may
                  accept:

              


      

       

      
        	
                (a)  

              	
                at
                  any time prior to written notice of an Event of Default by the
                  Senior
                  Lender to the Subordinated Lender, any and all Subordinated Indebtedness
                  whether such payment is made in the ordinary course, through a
                  Sub-Account, at maturity or a
                  pre-payment.

              


      

       

      
        
          
          

        

        
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                (b)  

              	
                at
                  any time subsequent to an Event of Default, payments made pursuant
                  to
                  Section 8(a)(iii) or 6.1(b) hereof.

              


      

       

      The
        interest rate provided for with respect to the Subordinated Indebtedness
        may
        provide for a default interest rate of four percent (4%) per annum above
        the
        above stated rates, which stated rates may not be increased more than one
        percent (1%) per annum without the prior written consent of the Senior
        Lender.  The charging of default interest and any increased interest
        rate permitted hereby shall not increase the cash payments permitted to be
        made
        to the Subordinated Lender pursuant to this Section 6.1 such additional interest
        shall accrue and compound quarterly or monthly as
        applicable.  Notwithstanding the foregoing:

       

      
        	
                (i)  

              	
                If
                  a Senior Payment Default has occurred, no payment or distribution
                  shall be
                  made by the Company (or any other Obligor) or accepted by any Subordinated
                  Lender on the Subordinated Indebtedness until the earlier to occur
                  of (x)
                  twenty percent (20%) of the Senior Payment Defaults have been cured
                  or
                  waived or (y) the Senior Lender shall have received its Initial
                  Share.

              


      

       

      
        	
                (ii)  

              	
                If
                  a Senior Covenant Default shall have occurred, no payment or distribution
                  on the Subordinated Indebtedness shall be made by the Company (or
                  any
                  other Obligor) or accepted by any Subordinated Lender on the Subordinated
                  Indebtedness for a period (a “Blockage Period”) of time commencing upon
                  delivery by the Senior Lender to the Company and Subordinated Lender
                  of
                  written notice stating that a Senior Covenant Default exists or
                  would be
                  created by the making of such payment (the “Blockage Notice”) and
                  continuing until the earlier to occur of (A) 30 days from the date
                  of
                  delivery of the Blockage Notice, or (B) the date on which all Senior
                  Covenant Defaults have been cured or waived.  There shall be no
                  more than five (5) Blockage Periods during the term of Senior
                  Indebtedness.

              


      

       

      
        	
                (iii)  

              	
                Upon
                  the cure or waiver of any Senior Payment Default or the expiration
                  of any
                  Blockage Period, the Company may make, and the Subordinated Lender
                  may
                  receive, prospective payments of the Subordinated Indebtedness
                  (on a
                  non-accelerated basis) to the extent, if any, such payment would
                  be
                  permitted under this Section 6.  All accrued amounts not paid
                  during any Blockage Period shall accrue and compound by adding
                  the same to
                  principal.

              


      

       

      
        	
                (iv)  

              	
                Nothing
                  contained herein shall prohibit the Subordinated Lender from receiving,
                  or
                  drawing on, its Credit Enhancement.

              


      

       

      
        	
                6.2  

              	
                No
                  Senior Payment Default or Senior Covenant Default shall be deemed
                  to have
                  been waived for purposes of this Section 6.2 unless and until the
                  Company shall have received a written waiver from the Senior
                  Lender.

              


      

       

      
        
          
          

        

        
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                6.3  

              	
                If
                  Subordinated Lender receives payment pursuant to Section 6,
                  such payment shall be deemed to constitute a representation by
                  Company
                  that no Event of Default exists and that such payment is otherwise
                  permitted by such Section 6.

              


      

       

      
        	
                6.4  

              	
                Notwithstanding
                  any other provision of this Agreement, the Senior Loan Documents
                  or the
                  Subordinated Loan Documents to the contrary, the aggregate number
                  of
                  Blockage Period days shall not exceed 60 days in any 365-day
                  period.

              


      

       

      
        	
                6.5  

              	
                No
                  Senior Covenant Default existing on the date any Blockage Notice
                  is given
                  shall, unless the same shall have ceased to exist for a period
                  of at least
                  thirty (30) consecutive days, be used as a basis for any subsequent
                  Blockage Notice; provided that successive Senior Covenant Defaults
                  resulting from the failure to comply with a particular covenant
                  for
                  separate measurement periods shall constitute separate Senior Covenant
                  Defaults not subject to the foregoing
                  limitation.

              


      

       

      
        	
                6.6  

              	
                The
                  failure of the Company to make any payment with respect to the
                  Subordinated Indebtedness by reason of the operation of this Section
                  6 shall not be construed as preventing the occurrence of a default
                  under the Subordinated Loan
                  Documents.

              


      

       

      
        	
                6.7  

              	
                The
                  Company shall not be prohibited from making, and the Subordinated
                  Lender
                  shall not be prohibited from receiving, any payments in respect
                  of the
                  Subordinated Indebtedness in kind, by adding such payment to principal
                  provided that no interest accruing on any such payments in kind
                  added to principal may be paid in cash prior to the Payment in
                  Full of all
                  Senior Indebtedness.

              


      

       

      
        	
                6.8  

              	
                The
                  provisions of this Section 6 shall not be applicable to the extent
                  that the provisions of Section 8 are
                  applicable.

              


      

       

      
        	
                7.  

              	
                Forbearance
                  of Legal Remedies.

              


      

       

      
        	
                7.1  

              	
                Until
                  the Senior Indebtedness is Finally Paid, the Subordinated Lender
                  shall
                  not, without the prior written consent of the Senior Lender, exercise
                  any
                  Subordinated Lender Remedies, until the earliest to occur of the
                  following:

              


      

       

      
        	
                (a)  

              	
                acceleration
                  of the Senior Indebtedness;

              


      

       

      
        	
                (b)  

              	
                the
                  passage of 120 days from the delivery to the Senior Lender of written
                  notice from the Subordinated Lender that a default under the Subordinated
                  Loan Documents has occurred and such default shall not have been
                  cured or
                  waived within such period; and

              


      

       

      
        	
                (c)  

              	
                the
                  commencement or initiation of any Proceeding by a Person other
                  than a
                  Subordinated Lender or any Person on behalf of a Subordinated
                  Lender

              


      

       

      provided
        that in no event shall any Subordinated Lender exercise any Subordinated
        Lender
        Remedies upon the expiration of the period set forth above

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       any
        earlier than 5 Business Days after acknowledged receipt of written notice
        by the
        Subordinated Lender to the Senior Lender of their intention to take any such
        Subordinated Lender Remedies, which 5 Business Day period may be within the
        120-day period set forth above.

       

      
        	
                7.2  

              	
                Notwithstanding
                  anything contained herein to the contrary, if following the acceleration
                  of the Senior Indebtedness by the Senior Lender such acceleration
                  is
                  rescinded (whether or not any existing Senior Payment Default or
                  Senior
                  Covenant Default has been cured or waived), then all Subordinated
                  Lender
                  Remedies taken by the Subordinated Lender shall likewise be
                  rescinded.

              


      

       

      
        	
                7.3  

              	
                Notwithstanding
                  anything contained herein to the contrary or any rights or remedies
                  available to the Subordinated Lender under any of the Subordinated
                  Loan
                  Documents, applicable law or otherwise, prior to the time that
                  the Senior
                  Lender has received its Initial Share, any payments, distributions
                  or
                  other proceeds obtained by any Subordinated Lender from the exercise
                  of
                  any Subordinated Lender Remedies shall in any event be held in
                  trust by it
                  for the benefit of the Senior Lender and promptly paid or delivered
                  to the
                  Senior Lender for the benefit of the Senior Lender in the form
                  received.

              


      

       

      
        	
                8.  

              	
                Dissolution,
                  Liquidation, Reorganization or
                  Bankruptcy.

              


      

       

      
        	
                (a)  

              	
                In
                  the event of any Proceeding involving the Company or any
                  Obligor:

              


      

       

      
        	
                (i)  

              	
                the
                  Senior Lender shall receive its Initial Share before the Subordinated
                  Lender shall be entitled to receive any cash payment on account
                  of any
                  Subordinated Indebtedness, provided, however, that the Subordinated
                  Lender
                  may receive “payment in kind” of the Subordinated Indebtedness by adding
                  accrued interest to the principal of the Subordinated Notes or
                  Subordinated Lender may receive payment by acceptance of a note
                  or notes
                  or other instruments evidencing a part or all of the Subordinated
                  Indebtedness; and

              


      

       

      
        	
                (ii)  

              	
                any
                  payment or distribution of assets of such Person of any kind or
                  character,
                  whether in cash, property or securities, to which the Subordinated
                  Lender
                  would be entitled except for these provisions, shall be paid by
                  the
                  liquidating trustee or agent or other Person making such payment
                  or
                  distribution directly to the Senior Lender, to the extent necessary
                  to
                  make for the Senior Lender to receive its Initial Share, after
                  giving
                  effect to any concurrent payment or distribution or provision therefor
                  to
                  the holders of such Senior Indebtedness.  Subordinated Lender
                  irrevocably authorizes, empowers and directs any debtor,
                  debtor-in-possession, receiver, trustee or agent or other Person
                  having
                  authority, to pay or otherwise deliver all such payments or distributions
                  to Senior Lender, provided, however, that the Subordinated Lender
                  may
                  receive “payment in kind” of the Subordinated Indebtedness by adding
                  accrued interest to the principal of the Subordinated Notes or
                  Subordinated Lender may receive payment by acceptance of a note
                  or notes
                  or other instruments evidencing a part or all of the Subordinated
                  Indebtedness.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                (iii)  

              	
                after
                  the Senior Lender receives its Initial Share, any payment or distribution
                  of Company assets shall be distributed to Senior Lender and Subordinated
                  Lender by multiplying their Pro-Rated Share by the value of the
                  distribution.

              


      

       

      
        	
                (b)  

              	
                Until
                  the Senior Indebtedness has received its Initial Share, if a Proceeding
                  shall occur and be continuing, the Subordinated Lender shall file
                  all
                  claims they may have against the Company or any Obligor, and shall
                  direct
                  the debtor in possession or trustee in bankruptcy, as appropriate,
                  to pay
                  over to the Senior Lender all amounts due to the Subordinated Lender
                  on
                  account of the Subordinated Indebtedness until the Senior Indebtedness
                  has
                  received its Initial Share.  If the Subordinated Lender fails to
                  file and/or vote such claims prior to 30 days before the expiration
                  of
                  time to do so, the Senior Lender may (but shall have no obligation
                  to)
                  file and/or vote such claims in the Subordinated Lender’s name on behalf
                  of the Senior Lender.  If the Senior Lender votes any such claim
                  in accordance with the authority granted hereof, the Subordinated
                  Lender
                  shall not be entitled to withdraw or change such
                  vote.

              


      

       

      
        	
                (c)  

              	
                Subordinated
                  Lender agrees, in connection with any such Proceeding, that while
                  it shall
                  retain the right to vote and otherwise act in any such proceeding
                  (including the right to vote to accept or reject any plan of partial
                  or
                  complete liquidation, reorganization, arrangement, composition
                  or
                  extension), it will not take any action or vote in any way so as
                  to (i)
                  contest the validity of the Liens securing the Senior Indebtedness,
                  (ii)
                  contest the enforceability of any of the Senior Loan Documents,
                  (iii)
                  contest the Senior Lender’s priority position over the Subordinated Lender
                  created by this Agreement or (iv) take any position or action which
                  would
                  have directly or indirectly any of the following effects:  (A)
                  extension of the final maturity of and/or forgiveness, reduction
                  or
                  cram-down of the Senior Indebtedness or deferral of any required
                  payment
                  in respect of Senior Indebtedness, (B) opposing or objecting to
                  initiatives or claims by the Senior Lender for adequate protection
                  or
                  relief from the automatic stay, use of cash collateral or super-priority
                  expense of administration for failure of adequate protection, (C)
                  challenging in any respect treatment of the Senior Indebtedness
                  as a first
                  priority perfected fully secured claim, (D) blocking current payment
                  of
                  any obligation in respect of Senior Indebtedness, (E) assenting
                  to or
                  supporting any requested extension of the exclusivity period for
                  the
                  submission by Company of any plan of reorganization or liquidation
                  under
                  the Bankruptcy Code unless such extension is assented to or supported
                  by
                  the Senior Lender; and (F) opposing or objecting to any sale or
                  lease of
                  any Company Property that has been consented to by the holders
                  of Senior
                  Indebtedness.  In the event of any violation of any provisions
                  of this section by Subordinated Lender, the Senior Lender may in
                  the name
                  of the Subordinated Lender, or in their own name thereafter amend,
                  modify
                  or rescind any such prior act taken or vote issued, in violation
                  of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                (d)  

              	
                Senior
                  Lender agrees, in connection with any such Proceeding, that while
                  it shall
                  retain the right to vote and otherwise act in any such proceeding
                  (including the right to vote to accept or reject any plan of partial
                  or
                  complete liquidation, reorganization, arrangement, composition
                  or
                  extension), it will not take any action or vote in any way so as
                  to (i)
                  contest the validity of the Liens securing the Subordinated Indebtedness,
                  (ii) contest the enforceability of any of the Subordinated Loan
                  Documents,
                  but may, in all instances, assert the superiority of Senior Lender’s Liens
                  and right to be indefeasibly paid the Senior Indebtedness in cash
                  prior to
                  the Subordinated Lender being paid the Subordinated Indebtedness
                  in cash,
                  all in accordance with this
                  Agreement.

              


      

       

      
        	
                (e)  

              	
                Until
                  the Senior Indebtedness has been Finally Paid, if a Proceeding
                  shall occur
                  and be continuing, the Subordinated Lender hereby (i) expressly
                  consents
                  to any Senior Lender’s providing post-petition financing to the Company or
                  any Obligor or the granting by the Company or any Obligor to any
                  Senior
                  Lender of senior liens and priorities in connection therewith and/or
                  the
                  use of cash collateral and (ii) agrees that adequate notice of
                  such
                  financing or cash collateral usage to the Subordinated Lender shall
                  have
                  been provided if the Subordinated Lender received notice in accordance
                  with Section 16 hereof 2 Business Days prior to the entry of any
                  order
                  approving such financing or cash collateral
                  usage.

              


      

       

      
        	
                (f)  

              	
                If
                  Subordinated Lender has or at any time acquires any Lien securing
                  any
                  Subordinated Indebtedness, until Senior Lender receives its Initial
                  Share,
                  Subordinated Lender agrees not to (i) initiate any proceeding involving
                  the marshalling of any of Company Property (whether in a Proceeding
                  or
                  otherwise) or (ii) assert any right it may have to “adequate protection”
                  of its interest, if any, in such security in any Proceeding and
                  agrees
                  that it will not seek to have the automatic stay lifted with respect
                  to
                  such security, in each case without the prior written consent of
                  the
                  Senior Lender.  Until Senior Lender receives its Initial Share,
                  Subordinated Lender waives any claim or defense such Subordinated
                  Lender
                  may now or hereafter have arising out of the election by any Senior
                  Lender
                  in any Proceeding instituted under Chapter 11 of the Bankruptcy
                  Code of
                  any use of cash collateral, any borrowing or any grant of a security
                  interest under Sections 363 and/or 364 of the Bankruptcy Code by
                  the
                  Company or any Obligor, as debtor-in-possession.  Until Senior
                  Lender receives its Initial Share, Subordinated Lender agrees that
                  it will
                  not object to or oppose a sale or other disposition of any property
                  securing all or any part of the Senior Indebtedness free and clear
                  of any
                  Liens or other claims of such Subordinated Lender under Section
                  363 of the
                  Bankruptcy Code if the Senior Lender has consented to such sale
                  or
                  disposition.  Until Senior Lender receives its Initial Share,
                  Subordinated Lender further agrees that it will not seek to participate
                  on
                  any creditors committee in respect of the Subordinated Indebtedness
                  without the Senior Lender’s prior written consent.  To the
                  extent that any Senior Lender receives payments on, or proceeds
                  of
                  collateral for, the Senior Indebtedness which are subsequently
                  invalidated, declared to be fraudulent or preferential, set aside
                  and/or
                  required to be repaid to a trustee, receiver or any other party
                  under any
                  bankruptcy law, state or federal law, common law, or equitable
                  cause, then
                  as between Senior Lender and Subordinated Lender hereunder, to
                  the extent
                  of such payment or proceeds received, the Senior Indebtedness,
                  or part
                  thereof, intended to be satisfied shall be revived and continue
                  in full
                  force and effect as if such payments or proceeds had not been received
                  by
                  such Senior Lender.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                9.  

              	
                Obligation
                  of Company Unconditional.  Nothing contained herein or in
                  the Senior Loan Documents is intended to or shall impair, as between
                  the
                  Company and the Subordinated Lenders only, the obligation of the
                  Company,
                  which is absolute and unconditional, to pay to the Subordinated
                  Lender the
                  Subordinated Indebtedness as and when the same shall become due
                  and
                  payable in accordance with their terms, or to affect the relative
                  rights
                  of the Subordinated Lender and creditors of the Company other than
                  the
                  Senior Lender.

              


      

       

      
        	
                10.  

              	
                Subordination
                  Rights Not Impaired by Acts or Omissions of the Company or Holders
                  of
                  Senior Indebtedness.

              


      

       

      
        	
                10.1  

              	
                No
                  right of any present or future holders of any Senior Indebtedness
                  to
                  enforce the subordination provisions as provided herein shall at
                  any time
                  in any way be prejudiced or impaired by any act or failure to act
                  on the
                  part of the Company; by any act or failure to act by any such holder;
                  by
                  any act or failure to act by any other holder of the Senior Indebtedness;
                  or by any noncompliance by the Company with the terms hereof, regardless
                  of any knowledge thereof which any such holder may have or be otherwise
                  charged with.  The Subordinated Lender shall not be released,
                  nor shall the Subordinated Lender’s obligation hereunder be in anyway
                  diminished, by any of the following: (i) the exercise or the failure
                  to
                  exercise by any Senior Lender of any rights or remedies conferred
                  on it or
                  them under the Senior Loan Documents hereunder or existing at law
                  or
                  otherwise, or against any Company Property; (ii) the commencement
                  of an
                  action at law or the recovery of a judgment at law against the
                  Company or
                  any Obligor for the performance of the Senior Indebtedness and
                  the
                  enforcement thereof through levy or execution or otherwise; (iii)
                  the
                  taking or institution or any other action or proceeding against
                  the
                  Company or any Obligor; (iv) any delay in taking, pursuing, or
                  exercising
                  any of the foregoing actions, rights, powers, or remedies (even
                  though
                  requested by Subordinated Lender) by any Senior Lender or anyone
                  acting
                  for any Senior Lender; (v) any lack of validity or enforceability
                  of any
                  Senior Loan Document; (vi) the release or non-perfection of any
                  collateral
                  securing the Senior Indebtedness; or (vii) any other circumstance
                  which
                  might otherwise constitute a defense available to, or a discharge
                  of, the
                  Company or any Obligor in respect of the Senior Indebtedness or
                  Subordinated Lender in respect of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	
                10.2  

              	
                Without
                  limiting the generality of the foregoing, and anything else contained
                  herein to the contrary notwithstanding but subject to Section 14
                  hereof, any Senior Lender, from time to time, without prior notice
                  to or
                  the consent of the Subordinated Lender, may take all or any of
                  the
                  following actions without in any manner affecting or impairing
                  the
                  obligation or liability of the Subordinated Lender hereunder, so
                  long as
                  the Senior Indebtedness is not increased above the amount permitted
                  in
                  Section 14.2 or increase the interest rate by more than two percent
                  (2%)
                  per annum: (i) obtain a Lien in any property to secure any of the
                  Senior
                  Indebtedness; (ii) obtain the primary and secondary liability of
                  any party
                  or parties with respect to any of the Senior Indebtedness; (iii)
                  renew,
                  reaffirm, or release any liability of any nature of any Person,
                  including
                  any Obligor, with respect to the Senior Indebtedness; (iv) enforce,
                  and
                  apply any Company Property and direct the order or manner of sale
                  thereof
                  as such Senior Lender may in its discretion determine; (vi) enforce
                  its
                  rights hereunder, whether or not such Senior Lender shall proceed
                  against
                  any other Person; (vii) exercise its rights to consent to any action
                  or
                  non-action of the Company or any Obligor which may violate the
                  covenants
                  and agreements contained in the Senior Loan Documents, with or
                  without
                  consideration, on such terms and conditions as may be acceptable
                  to it; or
                  (viii) exercise any of its rights conferred by the Senior Loan
                  Documents
                  or by law.

              


      

       

      
        	
                11.  

              	
                Waivers.  The
                  Company and Subordinated Lender each hereby waive, to the fullest
                  extent
                  permitted by law, any defense based on the adequacy of a remedy
                  at law
                  which might be asserted as a bar to the remedy of specific performance
                  of
                  this Agreement in any action brought therefor by the Senior Lender.
                  To the
                  fullest extent permitted by law and except as to any notices specified
                  in
                  this Agreement, notices regarding the intended sale or disposition
                  of any
                  portion of the collateral held by the Senior Lender, or any notice
                  which
                  may not be waived in accordance with the UCC, the Company and each
                  Subordinated Lender each hereby further waive: presentment, demand,
                  protest, notice of protest, notice of default or dishonor, notice
                  of
                  payment or nonpayment and any and all other notices and demands
                  of any
                  kind in connection with all negotiable instruments evidencing all
                  or any
                  portion of the Senior Indebtedness or the Subordinated Indebtedness
                  to
                  which the Company or the Subordinated Lender may be a party; prior
                  notice
                  of and consent to any loans made, extensions granted or other action
                  taken
                  in reliance thereon; and all other demands and notices of every
                  kind in
                  connection with this Agreement, the Senior Indebtedness or the
                  Subordinated Indebtedness.

              


      

       

      
        	
                12.  

              	
                No
                  Estoppel.  Neither the failure nor any delay on the part of
                  any Senior Lender to exercise any right, remedy, power or privilege
                  hereunder shall operate as a waiver thereof or give rise to an
                  estoppel,
                  nor be construed as an agreement to modify the terms of this Agreement,
                  nor shall any single or partial exercise of any right, remedy,
                  power or
                  privilege with respect to any occurrence be construed as a waiver
                  of such
                  right, remedy, power or privilege with respect to any other occurrence.
                  No
                  waiver by a party hereunder shall be effective unless it is in
                  writing and
                  signed by the party making such waiver, and then only to the extent
                  specifically stated in such
                  writing.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        	
                13.  

              	
                Incorrect
                  Payments; Specific Performance.  If the Company or any
                  Obligor shall make or the Subordinated Lender shall collect any
                  payment on
                  account of the principal of, premium or interest on or any other
                  amounts
                  due under the Subordinated Indebtedness in contravention of this
                  Agreement, such payments shall be held in trust by the Subordinated
                  Lenders and not commingled with any assets of any Subordinated
                  Lender and
                  shall be paid over and delivered to the Senior Lender, for the
                  benefit of
                  the Senior Lender, promptly upon receipt thereof.  At any time
                  any Subordinated Lender fails to comply with any provision of this
                  Agreement, the Senior Lender may demand specific performance of
                  this
                  Agreement, whether or not the Company has complied with this Agreement,
                  and may exercise any other remedy available at law or
                  equity.

              


      

       

      
        	
                14.  

              	
                Amendment
                  of the Subordinated Loan Documents and Senior Loan
                  Documents.

              


      

       

      
        	
                14.1  

              	
                Subordinated
                  Lender agrees that it will not, without the prior written consent
                  of the
                  Senior Lender, agree to any amendment, modification or supplement
                  to the
                  Subordinated Loan Documents the effect of which is to (i) increase
                  the
                  maximum principal amount of the Subordinated Indebtedness (except
                  as may
                  be due to the payment in kind of any obligations under the Subordinated
                  Loan Documents) or increase the rate of interest (other than in
                  connection
                  with the imposition of default interest of four percent (4%) per
                  annum and
                  other than increasing the stated interest rate up to one percent
                  (1%) per
                  annum from the currently stated rate), increase the portion of
                  the
                  interest required to be paid in cash, or increase fees required
                  to be paid
                  with respect to the Subordinated Indebtedness, (ii) accelerate
                  the dates
                  upon which payments of principal or interest on the Subordinated
                  Indebtedness are due, (iii) change or add any event of default
                  or any
                  covenant with respect to the Subordinated Indebtedness, if the
                  resulting
                  event of default or covenant would be more restrictive to the Company
                  or
                  any Obligor, (iv) change any redemption or prepayment provisions
                  of the
                  Subordinated Indebtedness, (v) alter the subordination provisions
                  with
                  respect to the Subordinated Indebtedness, including subordinating
                  the
                  Subordinated Indebtedness to any other indebtedness, (vi) take
                  any Liens
                  in any assets of  the Company or any Obligor which are superior
                  to the Liens granted to the Senior Lenders or (vii) change or amend
                  any
                  other term of the Subordinated Loan Documents if such change or
                  amendment
                  would result in a Senior Payment Default or Senior Covenant Default,
                  increase the obligations of the Company or any Obligor or confer
                  additional material rights on any Subordinated Lender or any other
                  holder
                  of the Subordinated Indebtedness in a manner adverse to the Company,
                  any
                  Obligor or the Senior Lender.

              


      

       

      
        	
                14.2  

              	
                The
                  Senior Indebtedness may at any time be amended, modified, restated,
                  refinanced or waived without limitation without notice to, or the
                  consent
                  of, the Subordinated Lender; provided that the Senior Lender shall
                  not, without the prior written consent of holders of a majority
                  of the
                  outstanding Subordinated Indebtedness, agree to any amendment,
                  modification or supplement to the Senior Loan Documents the effect
                  of
                  which is to (i) increase the principal amount of the Senior Indebtedness
                  in excess of the amount of $40,000,000, less mandatory, voluntary
                  and
                  scheduled principal payments received by Senior Lender other than
                  in
                  connection with financing provided pursuant to a Proceeding; (ii)
                  shorten
                  the maturity date of the Senior Indebtedness to less than 59 months
                  (other
                  than in connection with exercise of remedies), (iii) delay the
                  schedule of
                  payments or delay or waive any mandatory prepayment in respect
                  of the
                  Senior Indebtedness (other than in connection with an exercise
                  of
                  remedies); or (iv) increase the interest rate margins by more than
                  100
                  basis points (other than in connection with the imposition of default
                  interest).

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                15.  

              	
                Inconsistent
                  or Conflicting Provisions; Construction.  If a provision of
                  the Senior Loan Documents or the Subordinated Loan Documents is
                  inconsistent or conflicts with the provisions of this Agreement,
                  the
                  provisions of this Agreement shall govern and prevail.  The term
                  “including” is not limiting and means “including without
                  limitation.”  In the computation of periods of time from a
                  specified date to a later specified date, the word “from” means “from and
                  including;” the words “to” and “until” each mean “to but excluding,” and
                  the word “through” means “to and
                  including.”

              


      

       

      
        	
                16.  

              	
                Notices.  Any
                  notice, consent or other communication provided for in this Agreement
                  shall be in writing and shall be delivered personally (effective
                  upon
                  delivery), via facsimile (effective upon confirmation of transmission),
                  via overnight courier (effective the next Business Day after dispatch
                  if
                  instructed to deliver on next business day) or via U.S. Mail (effective
                  3
                  days after mailing, postage prepaid, first class) to each party
                  at its
                  address(es) and/or facsimile number(s), or to such other address
                  as either
                  party shall specify to the other in writing from time to
                  time.  The Subordinated Lender shall provide the Senior Lender
                  with written notice promptly upon the occurrence of an event of
                  default
                  under the Subordinated Loan Documents.  The parties hereto agree
                  that, notwithstanding Section 20(b) hereof, any notice to a
                  Subordinated Lender shall be deemed to constitute notice to all
                  affiliated
                  Subordinated Lenders, if any.

              


      

       

      
        	
                17.  

              	
                Entire
                  Agreement.  This Agreement constitutes and expresses the
                  entire understanding between the parties hereto with respect to
                  the
                  subject matter hereof, and supersedes all prior and contemporaneous
                  agreements and understandings, inducements or conditions, whether
                  express
                  or implied, oral or written.  Neither this Agreement nor any
                  portion or provision hereof may be changed, waived or amended orally
                  or in
                  any manner other than by an agreement in writing signed by the
                  Senior
                  Lender and the Subordinated Lender; provided that any such change,
                  waiver or amendment shall be binding upon the Company by their
                  written
                  consent thereto.  This Agreement shall constitute a Loan
                  Document and the recitals hereto shall constitute part of this
                  Agreement.

              


      

       

      
        	
                18.  

              	
                Additional
                  Documentation.  The Company and the Subordinated Lender
                  shall execute and deliver to the Senior Lender such further instruments
                  and shall take such further action as the Senior Lender may at
                  any time or
                  times reasonably request in order to carry out the provisions and
                  intent
                  of this Agreement.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        	
                19.  

              	
                Expenses.  The
                  Company agrees to pay the Senior Lender on demand all expenses
                  of every
                  kind, including reasonable attorney fees, that the Senior Lender
                  incurs in
                  enforcing any of their rights against the Company and/or the Subordinated
                  Lender under this Agreement.

              


      

       

      
        	
                20.  

              	
                Successors
                  and Assigns.

              


      

       

      
        	
                20.1  

              	
                This
                  Agreement shall inure to the benefit of Senior Lender, Subordinated
                  Lender, and their respective successors and assigns, and shall
                  be binding
                  upon the Company and its successors and assigns, and each Senior
                  Lender,
                  each Subordinated Lender and their respective transferees, successors
                  and
                  assigns, including any subsequent holders of the Subordinated
                  Notes.  Any Senior Lender, without prior notice or consent of
                  any kind, may sell, assign or transfer any Senior Indebtedness,
                  and in
                  such event each and every immediate and successive assignee or
                  transferee
                  thereof may be given the right by such Person to enforce this Agreement
                  in
                  full against the Company and the Subordinated Lender, by suit or
                  otherwise, for its own benefit.

              


      

       

      
        	
                20.2  

              	
                So
                  long as the Subordinated Note includes the legends required pursuant
                  to
                  Section 25 of this Agreement and the Note Purchase Agreement refers
                  to
                  this Agreement, any Subordinated Lender, without prior notice or
                  consent
                  of any kind, may sell, assign or transfer any
                  Subordinated  Indebtedness, and in such event each and every
                  immediate and successive assignee or transferee thereof shall have
                  the
                  right to enforce this Agreement in full against the Company and
                  the Senior
                  Lender, by suit or otherwise, for its own benefit.  The
                  subordination effected hereby shall survive any sale, assignment,
                  pledge,
                  disposition or other transfer of all or any portion of the Subordinated
                  Indebtedness, and the terms of this Agreement shall be binding
                  upon the
                  successors and assigns of each Subordinated Indebtedness, as provided
                  in
                  this Section 20.

              


      

       

      
        	
                20.3  

              	
                Each
                  Subordinated Lender hereby agrees that any party that refinances
                  the
                  Senior Indebtedness of the Senior Lender may rely on and enforce
                  this
                  Agreement as if it were such Senior
                  Lender.

              


      

       

      
        	
                21.  

              	
                Covenant
                  Not to Challenge.  This Agreement has been negotiated by the
                  parties with the expectation and in reliance upon the assumption
                  that the
                  instruments and documents evidencing the Senior Indebtedness are
                  valid and
                  enforceable.  In determining whether to enter into this
                  Agreement, the Subordinated Lender has assumed such validity and
                  enforceability, and have agreed to the provisions contained herein,
                  without relying upon any reservation of a right to challenge or
                  call into
                  question such validity or enforceability.  As between any Senior
                  Lender and Subordinated Lender, Subordinated Lender hereby covenants
                  and
                  agrees, to the fullest extent permitted by law, that it shall not
                  initiate
                  in any proceeding a challenge to the validity or enforceability
                  of the
                  documents and instruments evidencing the Senior Indebtedness or
                  the
                  validity, perfection or priority of any Lien of the Senior Lender
                  securing
                  the Senior Indebtedness, nor shall the Subordinated Lender instigate
                  other
                  parties to raise any such challenges, nor shall the Subordinated
                  Lender
                  participate in or otherwise assert any such challenges which are
                  raised by
                  other parties.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        	
                22.  

              	
                Subrogation.
                  Subject to the Final Payment of all Senior Indebtedness and the
                  provisions
                  of Section 24 hereof, the Subordinated Lender shall be subrogated
                  to the rights of the Senior Lender to receive payments and distributions
                  of cash, property and securities applicable to the Senior Indebtedness
                  to
                  the extent that distributions otherwise payable to the Subordinated
                  Lender
                  has been applied to the Senior Indebtedness, until all amounts
                  payable
                  under the Subordinated Indebtedness shall have been paid in
                  full.  For purposes of such subrogation, no payments or
                  distributions to the Senior Lender of any cash, property or securities
                  to
                  which the Subordinated Lender would be entitled except for the
                  provisions
                  of this Agreement, and no payment pursuant to the provisions of
                  this
                  Agreement to the Senior Lender by the Subordinated Lender shall,
                  as among
                  the Company and its creditors other than the Senior Lender, be
                  deemed to
                  be a payment or distribution by the Company to or on account of
                  the Senior
                  Indebtedness.  If the Company fails to make any payment on
                  account of the Subordinated Indebtedness by reason of any provision
                  contained herein, such failure shall, notwithstanding such provision
                  contained herein, constitute a default with respect to the Subordinated
                  Indebtedness if and to the extent such failure would otherwise
                  constitute
                  such a default in accordance with the terms of the Subordinated
                  Indebtedness.

              


      

       

      
        	
                23.  

              	
                Termination
                  of Agreement.  This Agreement shall continue and shall be
                  irrevocable until the date all of the Senior Indebtedness has been
                  Finally
                  Paid or otherwise discharged and released in an express writing
                  to such
                  effect by the Senior Lender.

              


      

       

      
        	
                24.  

              	
                Reinstatement.  The
                  obligations of the Subordinated Lender under the Agreement shall
                  continue
                  to be effective, or be reinstated, as the case may be, if at any
                  time any
                  payment in respect of any Senior Indebtedness is rescinded or must
                  otherwise be restored or returned by any Senior Lender by reason
                  of any
                  bankruptcy, reorganization, arrangement, composition or similar
                  proceeding
                  or as a result of the appointment of a receiver, intervenor or
                  conservator
                  of, or trustee or similar officer for, the Company, any Obligor
                  or any
                  substantial part of its property, or otherwise, all as though such
                  payment
                  had not been made.

              


      

       

      
        	
                25.  

              	
                Legends.  Until
                  the termination of this Agreement, Subordinated Lender will cause
                  to be
                  clearly, conspicuously and prominently inserted on the face of
                  each note
                  taken by Subordinated Lender and any other Subordinated Loan Documents,
                  as
                  well as any renewals or replacements thereof, the following
                  legend:

              


      

       

      “THIS
        INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
        IN
        THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
        INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED
        AS OF ____________, 2007, AMONG HENNESSEY FINANCIAL MONTHLY INCOME FUND,
        LP (THE
“SUBORDINATED LENDER”) AND CS FINANCING CORPORATION (TOGETHER WITH ITS
        SUCCESSORS AND ASSIGNS, THE “SENIOR LENDER”), RELATING TO THE
        INDEBTEDNESS (INCLUDING INTEREST) OWED BY HENNESSEY FINANCIAL, LLC (THE
“COMPANY”) PURSUANT TO THAT LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 2,
        2005 AMONG THE COMPANY, THE SENIOR LENDER AS SUCH LOAN AND SECURITY AGREEMENT
        MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
        TIME
        AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS THEREUNDER AS CONTEMPLATED
        BY
        THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS
        ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE
        SUBORDINATION AGREEMENT.”

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      The
        Subordinated Lender’s books shall be marked to evidence the subordination of all
        of the Subordinated Indebtedness to the holders of Senior Indebtedness, in
        accordance with the terms of this Agreement.  Senior Lender is
        authorized to examine such books from time to time in accordance with the
        terms
        of this Agreement.

       

      
        	
                26.  

              	
                Governing
                  Law.  THIS AGREEMENT  SHALL BE A CONTRACT
                  MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA
                  APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
                  SUCH
                  STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.  THE
                  COMPANY AND THE SUBORDINATED LENDER HEREBY AGREES THAT ALL ACTIONS
                  OR
                  PROCEEDINGS INITIATED BY THE COMPANY OR THE SUBORDINATED LENDER
                  AND
                  ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT SHALL BE LITIGATED
                  IN
                  A HENNEPIN COUNTY, MINNESOTA COURT.

              


      

       

      
        	
                27.  

              	
                Jury
                  Trial.  THE SENIOR LENDER, THE SUBORDINATED LENDER AND THE
                  COMPANY WAIVE TRIAL BY JURY IN ANY DISPUTE ARISING FROM, UNDER
                  OR IN
                  CONNECTION WITH THIS AGREEMENT.

              


      

       

      
        	
                28.  

              	
                Severability.  The
                  provisions of this Agreement are independent of and separable from
                  each
                  other.  If any provision hereof shall for any reason be held
                  invalid or unenforceable, it is the intent of the parties that
                  such
                  invalidity or unenforceability shall not affect the validity or
                  enforceability of any other provision hereof, and that this Agreement
                  shall be construed as if such invalid or unenforceable provision
                  had never
                  been contained herein.

              


      

       

      
        	
                29.  

              	
                Counterparts.  This
                  Agreement may be executed in any number of separate counterparts,
                  all of
                  which, when taken together, shall constitute one and the same instrument,
                  notwithstanding the fact that all parties did not sign the same
                  counterpart.  Receipt of an executed signature page to this
                  Agreement by facsimile or other electronic transmission shall constitute
                  effective delivery thereof.

              


      

       

      
        	
                30.  

              	
                Sections.  The
                  section headings used in this Agreement are for convenience only
                  and shall
                  not affect the interpretation of any of the provisions
                  hereof.

              


      

       

      
        	
                31.  

              	
                Defines
                  Rights of Creditors.  The provisions of this Agreement are
                  solely for the purpose of defining the relative rights of the Senior
                  Lender and the Subordinated Lender and shall not be deemed to create
                  any
                  rights or priorities in favor of any other Person, including the
                  Company.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        	
                32.  

              	
                Option
                  to Purchase First Lien Debt.

              


      

       

      
        	
                32.1  

              	
                Upon
                  the delivery by the Senior Lender to Company of written notice
                  in
                  accordance with this Section 32.1 (a “Trigger
                  Notice”) of the intent of the Senior Lender to accelerate any
                  Senior Indebtedness or commence any foreclosure or other action
                  to sell or
                  otherwise realize upon the Collateral (including, without limitation,
                  by
                  set-off or otherwise), Company or Subordinated Lender shall have
                  an
                  option, exercised by delivery of written notice by Company to the
                  Senior
                  Lender (a “Purchase Notice”) given by a same-day
                  facsimile or personal delivery, to purchase all (but not less than
                  all) of
                  the Senior Indebtedness (at the “Purchase Price” referred to in Section
                  32.4 below) from the Senior Lender.  The Purchase Notice
                  shall specify which of Company and/or Subordinated Lender (the
                  “Purchasing Subordinated Lender”) will purchase the
                  Senior Indebtedness.  The Purchase Notice shall be
                  irrevocable.  If Company does not deliver such Purchase Notice
                  within thirty (30) Business Days of the delivery of the Trigger
                  Notice,
                  the purchase right of Company and the other Subordinated Lender
                  hereunder
                  with respect to such Trigger Notice shall expire and be of no force
                  and
                  effect.

              


      

       

      
        	
                32.2  

              	
                The
                  Senior Lender shall deliver to Company the Trigger Notice referred
                  to in
                  Section 32.1 above (a) in the absence of an Exigent Circumstance
                  (defined below), not less than ten (10) Business Days prior to
                  the
                  earliest of taking of any action to accelerate any Senior Indebtedness
                  or
                  to commence any foreclosure or other action to sell or otherwise
                  realize
                  upon the Collateral, or (b) if Exigent Circumstances exist, as
                  soon as
                  practicable and in any event not more than five (5) Business Days
                  after
                  the taking of such action.  Company may send to the Senior
                  Lender the Purchase Notice referred to in Section 32.1 above within
                  ten (10) Business Days of receipt of such Trigger Notice, in which
                  event,
                  the Senior Lender shall not accelerate the Senior Indebtedness
                  or commence
                  any foreclosure or other action to sell or otherwise realize upon
                  such
                  Collateral (including, without limitation, by set-off or otherwise),
                  as
                  the case may be; provided that the purchase and sale with respect
                  to the Senior Indebtedness provided for in this Section 32 shall
                  have closed within five (5) Business Days after receipt by the
                  Senior
                  Lender of the Purchase Notice and the Senior Lender shall have
                  received
                  payment in full of the Purchase Price for the Senior Indebtedness
                  as
                  provided for herein within such five (5) Business Day
                  period.  As used herein, “Exigent Circumstance”
                  shall mean (i) a Proceeding by or against any Company or any Obligor,
                  (ii)
                  an exercise by another lender of enforcement rights or remedies
                  with
                  respect to particular Collateral, or (iii) an event or circumstance
                  that
                  materially and imminently threatens the ability of the Senior Lender
                  to
                  realize upon all or a material part of the Collateral, such as,
                  without
                  limitation, fraudulent removal or concealment thereof, destruction
                  (other
                  than to the extent covered by insurance) or material waste
                  thereof.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        	
                32.3  

              	
                On
                  the date specified by Company in the Purchase Notice (which shall
                  not be
                  more than five (5) Business Days after the receipt by the Senior
                  Lender of
                  the Purchase Notice), the Senior Lender shall sell to Company and
                  the
                  Subordinated Lender, without recourse or warranty (except as specified
                  in
                  Section 32.5) of any kind, and Company and the Subordinated Lender
                  shall purchase from the Senior Lender all (but not less than all)
                  of the
                  Senior Indebtedness.  From and after such sale and purchase of
                  the Senior Indebtedness, subject to the provisions of Section 32.4
                  hereof, Company and the Subordinated Lender shall be parties to
                  the Senior
                  Loan Agreement and the other Senior Loan Documents, and shall have
                  the
                  rights and remedies and obligations and responsibilities of the
                  Senior
                  Lender thereunder, and the Senior Lender shall have assigned their
                  rights
                  and remedies and shall have been released from their obligations
                  and
                  responsibilities under the Senior Loan Agreement and the other
                  Senior Loan
                  Documents and shall cease to be parties thereto. The Senior Lender
                  and the
                  Subordinated Lender will execute an assignment and acceptance agreement,
                  substantially in the form attached as Exhibit A to the Senior Loan
                  Agreement as in effect on the date hereof (with such changes as
                  are
                  required to assign the entire Senior Indebtedness (as opposed to
                  a
                  percentage share thereof), to assign the agency to Company, to
                  waive any
                  processing fee, or to otherwise reflect the terms of this Section
                  32), to evidence the purchase and sale of the Senior
                  Indebtedness.

              


      

       

      
        	
                32.4  

              	
                Upon
                  the date of such purchase and sale, the Purchasing Subordinated
                  Lender
                  shall (a) pay to the Senior Lender as the purchase price therefor
                  (the
                  “Purchase Price”) the full amount of all the Senior
                  Indebtedness then outstanding and unpaid, (b) without duplication,
                  agree
                  to reimburse the Senior Lender for any loss, cost, damage or expense
                  (including reasonable attorneys’ fees and legal expenses) in connection
                  with any commissions, fees, costs or expenses related to any payments
                  provisionally credited to the Senior Indebtedness, and/or as to
                  which the
                  Senior Lender has not yet received final payment and, without duplication,
                  agree to reimburse, within five (5) Business Days of written demand
                  by the
                  Senior Lender therefor, the Senior Lender in respect of indemnification
                  obligations of the Obligors under the Senior Loan Documents as
                  to matters
                  or circumstances identified by the Senior Lender prior to such
                  sale which
                  would reasonably be expected to result in any loss, cost, damage
                  or
                  expense (including reasonable attorneys' fees and legal expenses)
                  to
                  Senior Lender.  Such purchase price and cash collateral shall be
                  remitted by wire transfer of immediately available federal funds
                  to such
                  bank account of the Senior Lender as the Senior Lender may designate
                  in
                  writing to the Company for such purpose.  Interest shall be
                  calculated to but excluding the Business Day on which such purchase
                  and
                  sale shall occur if the amounts so paid by the Purchasing Subordinated
                  Lender to the bank account designated by the Senior Lender are
                  received in
                  such bank account prior to 2:00 p.m., CST time and interest shall
                  be
                  calculated to and including such Business Day if the amounts so
                  paid by
                  the Purchasing Subordinated Lenders to the bank account designated
                  by the
                  Senior Lender are received in such bank account later than 2:00
                  p.m., CST
                  time.

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
        	
                32.5  

              	
                Such
                  purchase shall be expressly made without representation or warranty
                  of any
                  kind by any of the Senior Lender as to the Senior Indebtedness
                  or
                  otherwise and without recourse to any of the Senior Lender, except
                  that
                  each of the Senior Lender shall severally represent and warrant:
                  (i) the
                  amount of the Senior Indebtedness being purchased from such Senior
                  Lender;
                  (ii) that such Senior Lender owns such Senior Indebtedness free
                  and clear
                  of any Liens or encumbrances; and (iii) such Senior Lender has
                  the right
                  to assign such Senior Indebtedness and the assignment is duly
                  authorized.

              


      

       


      
        
                

                    
      
      

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      The
        parties hereto have executed this Agreement as of the date first above
        written.

       

      
        	 	
                CS
                  FINANCING CORPORATION

                 

                 

                By:
                  /s/ Timothy R.
                  Redpath                                                                  

                Name:
                  Timothy R.
                  Redpath                                                                  

                Title:
                  CEO                                                                  

                 

                 

              
	 	
                HENNESSEY
                  FINANCIAL MONTHLY INCOME FUND, LP

                 

                 

                By:
                  /s/ Jeffrey Allen
                  Gardner                                                                  

                Name:
                  Jeffrey Allen
                  Gardner                                                                  

                Title:
                  President of
                  GP                                                                  

                 

                 

              
	 	
                HENNESSEY
                  FINANCIAL, LLC

                 

                 

                By:
                  /s/ Jeffrey Allen
                  Gardner                                                                  

                Name:
                  Jeffrey Allen
                  Gardner                                                                  

                Title:
                  President                                                                  

                 

                 

              
	 	
                HENNESSEY
                  FINANCIAL NOTE HOLDINGS, LLC

                 

                 

                By:
                  /s/ Jeffrey Allen
                  Gardner                                                                  

                Name:
                  Jeffrey Allen
                  Gardner                                                                  

                Title:
                  President                                                                  

                 

              
	 	 


      

      



      
        
                

                              
                            
      

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