Exhibit 10.3
SUBORDINATION AGREEMENT
This Subordination Agreement is made as of March 31, 2007 by and between the
undersigned ("Creditor"), and Comerica Bank ("Bank").
Recitals
A.
COMMODORE RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC.,
UPTILT INC., MCC NEVADA, INC., CLICKTRACKS ANALYTICS, INC., ADMIRAL MANAGEMENT
COMPANY and J.L. HALSEY CORPORATION (each a "Borrower" and collectively,
"Borrowers") have requested and/or obtained certain loans or other credit
accommodations from Bank which are or may be from time to time secured by all
assets and property of Borrowers.
B.
Creditor has extended loans or other credit accommodations to one
or more Borrowers, and/or may extend loans or other credit accommodations to one
or more Borrowers from time to time.
C.
In order to induce Bank to extend credit to Borrowers and, at any
time or from time to time, at Bank's option, to make such further loans,
extensions of credit, or other accommodations to or for the account of
Borrowers, or to purchase or extend credit upon any instrument or writing in
respect of which a Borrower may be liable in any capacity, or to grant such
renewals or extension of any such loan, extension of credit, purchase, or other
accommodation as Bank may deem advisable, Creditor is willing to subordinate:
(i) all of the Borrowers' indebtedness and obligations to Creditor, whether
presently existing or arising in the future (the "Subordinated Debt") to all of
the Borrowers' indebtedness and obligations to Bank; and (ii) all of Creditor's
security interests, if any, to all of Bank's security interests in the
Borrowers' property.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.
CREDITOR SUBORDINATES TO BANK ANY SECURITY INTEREST OR LIEN THAT
CREDITOR MAY HAVE IN ANY PROPERTY OF ANY OF THE BORROWERS.
NOTWITHSTANDING THE
RESPECTIVE DATES OF ATTACHMENT OR PERFECTION OF THE SECURITY INTEREST OF
CREDITOR AND THE SECURITY INTEREST OF BANK, THE SECURITY INTEREST OF BANK IN THE
COLLATERAL, AS DEFINED IN THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF
OCTOBER 4, 2005, AS MAY SUBSEQUENTLY BE AMENDED FROM TIME TO TIME, INCLUDING BUT
NOT LIMITED TO BY THAT CERTAIN FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
DATED AS OF APRIL 25, 2006,
THAT CERTAIN SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT DATED AS OF AUGUST 18, 2006, THAT CERTAIN THIRD AMENDMENT TO LOAN AND
SECURITY AGREEMENT DATED AS OF NOVEMBER 30, 2006, THAT CERTAIN FOURTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT DATED AS OF JANUARY 30, 2007 AND THAT CERTAIN
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT DATED AS OF MARCH 31, 2007 (THE
"LOAN AGREEMENT"), SHALL AT ALL TIMES BE PRIOR TO THE SECURITY INTEREST OF
CREDITOR.
2.
ALL SUBORDINATED DEBT IS SUBORDINATED IN RIGHT OF PAYMENT TO ALL
OBLIGATIONS OF THE BORROWERS TO BANK NOW EXISTING OR HEREAFTER ARISING, TOGETHER
WITH ALL COSTS OF COLLECTING SUCH OBLIGATIONS (INCLUDING ATTORNEYS' FEES),
INCLUDING, WITHOUT LIMITATION, ALL INTEREST ACCRUING AFTER THE COMMENCEMENT BY
OR AGAINST A BORROWER OF ANY BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING,
AND ALL OBLIGATIONS UNDER THE SECURITY AGREEMENTS (THE "SENIOR DEBT").
3.