EXHIBIT 10.15
SUBORDINATION AGREEMENT
SUBORDINATION AGREEMENT dated as of March 20, 2009 among the parties listed on
Exhibit A hereto (collectively, the "Subordinated Creditors"), PERF-GO GREEN,
INC., a Delaware corporation (the "Client"), PERF GO-GREEN HOLDINGS, INC., a
Delaware corporation (the "Guarantor") (the Client and the Guarantor herein
collectively called the "Debtors" and each a "Debtor"), and STAR FUNDING, INC.,
a New York corporation (the "Senior Creditor").
RECITALS:
A.
Concurrently herewith, the Client and the Senior Creditor are
entering into (i) a Supply Agreement dated as of the date hereof (as it may be
amended, supplemented or otherwise modified from time to time, herein called the
"Supply Agreement"), pursuant to which the Senior Creditor is agreeing to
supply, or extend credit to the Client in order to enable it to purchase, Goods
(as defined in the Supply Agreement) and (ii) a Factoring Agreement dated as of
the date hereof (as it maybe amended, supplemented or otherwise modified from
time to time, herein called the "Factoring Agreement"), pursuant to which the
Senior Creditor is agreeing to purchase certain Accounts Receivable of the
Client.
B.
Concurrently herewith, (a) the Guarantor is (i) executing and
delivering a Guarantee of even date herewith (the "Guarantee"), pursuant to
which it is guaranteeing the payment and performance in full when due of the
Client's obligations to the Senior Creditor under the Factoring Agreement, the
Supply Agreement and all related instruments and documents and (ii) issuing a
Warrant of even date herewith in favor of the Senior Creditor, and (b) the
Client and the Guarantor are each executing and delivering a security agreement,
pursuant to which they are granting to Senior Creditor a security interest in
all of their respective assets, in order to secure their respective obligations
under the Senior Credit Documents.
C.
The Subordinated Creditors have previously made available to the
Guarantor certain loans, pursuant to the Subordinated Credit Documents (as
hereinafter defined). In connection therewith, the Guarantor and/or Client have
executed the Subordinated Security Documents and Subordinated Warrant Documents
(in each case as hereinafter defined) in favor of the Subordinated Creditors.
D.
The Senior Creditor and the Subordinated Creditors wish to set
forth their agreement as to certain of their respective rights, obligations and
priority with respect to the Debtors' obligations under the Senior Credit
Documents and Subordinated Credit Documents.
E.
The Senior Creditor is not willing to execute the Senior Credit
Documents or to supply Goods or extend credit to the Client thereunder unless
the Subordinated Creditors have executed and delivered this Subordination
Agreement and have subordinated the Subordinated Debt (as defined below)
pursuant hereto.
ACCORDINGLY, in consideration of the premises, and in order to induce the Senior
Creditor to execute and deliver the Supply Agreement and the Factoring
Agreement, and to supply Goods and extend credit to the Client thereunder, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Subordinated Creditors and the Debtors hereby agree
with the Senior Creditor as follows:
1.
Certain