{"id":41333,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/subordination-agreement-bank-one-arizona-na-schuff-steel-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"subordination-agreement-bank-one-arizona-na-schuff-steel-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/subordination-agreement-bank-one-arizona-na-schuff-steel-co.html","title":{"rendered":"Subordination Agreement &#8211; Bank One Arizona NA, Schuff Steel Co., and 19th Avenue\/Buchanan LP"},"content":{"rendered":"<pre>                              BANK ONE, ARIZONA, NA\n\n                             SUBORDINATION AGREEMENT\n\n\nTO: BANK ONE, ARIZONA, NA\n\n         The undersigned Borrower (hereinafter called 'Borrower') is now\nindebted to the undersigned creditor of Borrower (hereinafter called 'Creditor')\nin the principal sum of ONE MILLION EIGHT HUNDRED SIXTY SIX THOUSAND EIGHT\nHUNDRED SIXTY EIGHT AND 16\/100 Dollars ($1,866,868.16); and the Borrower may\nhereafter, from time to time, become indebted to the Creditor in further\namounts.\n\n         In order to induce BANK ONE, ARIZONA, NA (hereinafter called 'Bank') at\nany time, or from time to time, at its option, to make loans or extend credit or\nother accommodations or benefits to or for the account of Borrower, with or\nwithout security, or to purchase or extend credit upon any instrument or writing\nin respect of which the Borrower may be liable in any capacity in such manner\nand amount and upon terms and conditions as the Bank may deem advisable, and in\nconsideration of any such loan, renewal or extension of credit which the Bank\nmay make, the undersigned Creditor does hereby wholly subordinate, as\nhereinafter provided, any and all present and future indebtedness of Borrower to\nCreditor, absolute or contingent, and any instrument, negotiable or otherwise,\nevidencing any such indebtedness, and all claims, rights and remedies therefor,\n(sometimes hereinafter referred to as 'Subordinated Indebtedness') to any and\nall indebtedness of Borrower to Bank, whether now existing or hereafter arising,\ndirect or indirect, absolute or contingent, joint, several, or joint and\nseveral, secured and unsecured, due or not due, and whether arising directly\nbetween Borrower and Bank, or acquired outright, conditionally or as collateral\nsecurity from another by the Bank, and any renewals, modifications or extensions\nthereof, any interest thereon, and all costs of collecting the same, including,\nbut not limited to reasonable attorneys' fees incurred by Bank (sometimes\nhereinafter referred to as 'Superior Indebtedness'). So long as Borrower is\nindebted to Bank on account of Superior indebtedness, and so long as Bank is\ncommitted to make any advances whatsoever to Borrower in connection therewith,\nthe parties hereto undertake and agree as follows:\n\n         1. Subordinated Indebtedness shall, at all times and in all respects,\nbe wholly subordinate and inferior in claim and right to the Superior\nIndebtedness, and all claims, rights and remedies therefor are hereby\nsubordinated and made subsequent and inferior to the Superior Indebtedness and\nany claims, rights and remedies arising out of, or in connection therewith.\n\n         2. Creditor will not ask, demand, sue for, take or receive from\nBorrower by set off or in any other manner the whole or any part of Subordinated\nIndebtedness, nor any security therefor, unless and until all Superior\nIndebtedness shall have been fully paid.\n\n         3. In the event of any distribution, division, or application, partial\nor complete, voluntary or involuntary, by operation of law or otherwise, or all\nor any part of the assets of Borrower, or the proceeds thereof, to creditors of\nBorrower, by reason of the liquidation, dissolution, or other winding up of\nBorrower's business, or in the event of any sale, receivership, insolvency or\nbankruptcy proceedings by or against Borrower, or assignment for the benefit of\ncreditors, or of any proceedings by or against Borrower for any relief under any\nbankruptcy or insolvency laws, or relating to the relief of debtors,\nreadjustment or indebtedness, reorganizations, arrangements, compositions or\nextensions, or in the event of the death of Borrower or Creditor, or any\npartners thereof, or of any other event whereby it becomes necessary or\ndesirable to file or present claims against Borrower for the purpose of\nreceiving payment thereof, or on account thereof, then and in any such event,\nany payment or distribution of any kind or character, either in cash or other\nproperty, which shall be made or shall be payable with respect to any\nSubordinated Indebtedness shall be paid over to Bank for application to the\npayment of the Superior Indebtedness, whether due or not due, and no payments\nshall be made upon or in respect of Subordinated Indebtedness unless and until\nthe Superior Indebtedness shall have been paid and satisfied in full. In any\nsuch event, all claims of the Bank and all claims of the Creditor shall, at the\noption of the Bank, forthwith become due and payable without demand or notice.\n\n         4. In order to protect and enable Bank to enforce its rights hereunder,\nor otherwise, Creditor hereby assigns to Bank all of the Subordinated\nIndebtedness, and all of the claims of Creditor against Borrower subordinated\nhereby, together with any security interest of Creditor securing the payment of\nSubordinated Indebtedness. Bank shall not be under any duty to take any action\nin connection with any of said instruments delivered or claims or security\ntherefor assigned to it, and shall not be responsible in any respect in\nconnection therewith for action it may take or refrain from taking, or\notherwise, except for willful malfeasance.\n\n         5. Creditor irrevocably authorizes and empowers Bank, or any person\nBank may designate, to act as attorney for Creditor with full power and\nauthority in the name of Creditor, or otherwise, to make and present such claims\nor proofs of claims against Borrower on account of the Subordinated Indebtedness\nas Bank, or its appointee, may deem expedient and proper and, if necessary, to\nvote such claims in any proceedings and to receive and collect any and all\ndividends or other payments and disbursements made thereon in whatever form they\nmay be paid or issued, and to give acquittance therefor and to apply same to the\nSuperior Indebtedness, and Creditor hereby agrees, from time to time and upon\nrequest, to make, execute and deliver to Bank such powers of attorney,\nassignments, endorsements, proofs of claim, pleading, verifications, affidavits,\nconsents, agreements or other instruments as may be requested by Bank in order\nto enable the Bank to enforce \n\n\n                                       1\n\n\n\n\nany and all claims upon, or with respect to, the Subordinated Indebtedness, and\nto collect and receive any and all payments or distributions which may be\npayable or deliverable at any time upon or with respect to the Subordinated\nIndebtedness.\n\n         6. Without the prior written consent of Bank, Borrower will not pay to\nCreditor any sum on account of Subordinated Indebtedness, nor give Creditor any\nsecurity for the payment thereof, nor lend any sums to Creditor, nor accept any\nsurrender or release, in whole or in part, of any said claims hereby\nsubordinated nor, except pursuant to the provisions of Paragraph 9 hereof,\ndeliver any negotiable instruments to evidence the Subordinated Indebtedness,\nnor in any way, directly or indirectly, transfer or pay any money to Creditor.\n\n         7. Should any payment or distribution or security or proceeds thereof\nbe received by Creditor upon or with respect to the Subordinated Indebtedness\nprior to the satisfaction of the Superior Indebtedness, Creditor will forthwith\ndeliver the same to the Bank in precisely the form as received (except for the\nendorsement or assignment of creditor where necessary for application on the\nSuperior Indebtedness, whether due or not due, and until so delivered the same\nshall be held in trust by Creditor as property of the Bank. In the event of the\nfailure of Creditor to make any such endorsement or assignment, the Bank, or any\nof its officers or employees, on behalf of the Bank, is hereby irrevocably\nauthorized to make the same.\n\n         8. No renewal, modification or extension of time of payment of the\nSuperior Indebtedness, and no release or surrender of any security for the\nSuperior Indebtedness, or the obligations of any endorsers, sureties or\nguarantors thereof, or release from the terms of this or any other subordination\nagreement of any claims subordinated, and no delay or omission in exercising any\nright or power on account of or in connection with the Superior Indebtedness, or\nunder this Subordination Agreement, shall, in any manner, impair or affect the\nrights and duties of Bank, the Creditor and Borrower. Bank, in its uncontrolled\ndiscretion, may waive or release any right or option under this Subordination\nAgreement without the consent of Borrower or Creditor, and without otherwise in\nany way affecting the obligations of Borrower and Creditor hereunder. Creditor\nhereby waives notice of the creation, existence, renewal, or modification or\nextension of the time of payment, of the Superior Indebtedness.\n\n         9. The Creditor and Borrower agree to make and maintain in their books\nof account notations satisfactory to Bank of the rights and priorities of Bank\nhereunder, and from time to time, upon request, to furnish Bank with sworn\nfinancial statements. Bank may inspect the books of account and any records of\nthe Borrower at any time during business hours. Upon the request of Bank,\nBorrower and Creditor agree to cause all Subordinated Indebtedness to be\nevidenced by the note or notes of Borrower with such maturity date or dates as\nBank may request. Such note or notes, together with any previously existing\nnotes or other instruments evidencing Subordinated Indebtedness, shall be\ndelivered to Bank and, at the option of Bank, may be held by Bank or returned to\nCreditor marked with a specific statement that the indebtedness thereby\nevidenced is subject to the provisions of this Subordination Agreement.\n\n         10. This Subordination Agreement shall be a continuing agreement and\nBank may continue, without notice to Creditor, to lend monies, extend credit and\nmake other accommodations to or for the account of Borrower on the faith hereof\nand until a written revocation, signed by Creditor, is received by Bank. Such\nrevocation, however, shall not affect this Subordination Agreement with respect\nto any obligations or liabilities of Borrower then existing in connection with\nSuperior Indebtedness and, as to such obligations and liabilities, such\nrevocation shall not become effective unless and until such obligations and\nliabilities of Borrower to Bank shall have been paid in full. If Creditor or\nBorrower is a partnership, no change in the respective partnership shall affect\nthe terms hereof.\n\n         11. Creditor agrees that Bank, at any time from time to time, either\nbefore or after any such notice of revocation, may enter into such agreement or\nagreements with Borrower, as Bank may deem proper, extending the time of payment\nor renewing or otherwise altering the terms of all or any of the obligations of\nBorrower to Bank, or affecting any security underlying any or all of such\nobligations, or may exchange, sell or surrender or otherwise deal with any such\nsecurity, or may release any balance of funds of Borrower with Bank, without\nnotice to Creditor and without in any way impairing or affecting this\nSubordination Agreement.\n\n         12. Creditor consents and agrees that all Superior Indebtedness shall\nbe deemed to have been made or incurred at the request of Creditor and in\nreliance upon this Subordination Agreement; provided, however, that neither the\nforegoing provision, or any other provision contained in this Agreement, shall\nbe deemed or construed to constitute, either directly or by implication, a\nguaranty by Creditor of any debts, obligations or liabilities incurred by\nBorrower to Bank.\n\n         13. No waiver shall be deemed to be made by Bank of any of its rights\nhereunder unless the same shall be in writing signed on behalf of the Bank, and\neach such waiver, if any shall be a waiver only with respect to the specific\nmatter or matters to which the waiver relates and shall in no way impair the\nrights of the Bank or the obligations of Creditor to Bank in any other respect\nat any other time.\n\n         14. This Subordination Agreement shall inure to the benefit of Bank and\nthe successors and assigns of Bank, and any financing institution joining in\nmaking said loan(s) or extending said line(s) of credit, or committing itself to\nmake any advances in connection therewith, or which may now, or hereafter,\nparticipate therein. Notice of acceptance of this Subordination Agreement is\nhereby waived and this Agreement shall be binding upon the Creditor, its heirs,\npersonal representatives, successors and assigns, as the case may be, it being\nunderstood, however, that no assignment of the Subordinated Indebtedness due\nCreditor from Borrower, or any part thereof, shall be made to one not a party\nhereto without the written consent of the Bank first had and obtained, as\nhereinabove provided.\n\n         15. Creditor agrees not to commence or join with any other creditor of\nBorrower in commencing any bankruptcy, reorganization or insolvency proceedings\nagainst the Borrower.\n\n\n                                       2\n\n\n\n\n\n         16. This Agreement shall be deemed to have been executed, delivered and\nperformed in Arizona, and construed according to the laws of the State of\nArizona. Creditor and Borrower waive notice of acceptance hereof and all other\nnotices or demands whatsoever.\n\n         17. In the event of a breach of any covenant or agreement made herein\nby either Creditor or Borrower, Bank may, at its option, declare all of the\nSuperior Indebtedness and\/or Subordinated Indebtedness immediately due and\npayable.\n\n         18. The words 'Creditor' and 'Borrower' as herein used shall include\nthe plural as well as the singular and, if Creditor or Borrower includes two (2)\nor more, they shall be jointly and severally bound hereby.\n\n         19. Anything herein to the contrary notwithstanding, so long as\nBorrower is in compliance with all covenants of the Loan Agreement, dated June\n30, 1995, between Borrower and Bank, Borrower may pay monthly accrued interest\nand principal payments on the Subordinated Indebtedness.\n\n         IN WITNESS WHEREOF, this Subordination Agreement has been duly executed\nthis 30th day of June, 1997.\n\n\nSCHUFF STEEL COMPANY,                 19th AVENUE\/BUCHANAN LIMITED PARTNERSHIP,\na Delaware corporation                an Arizona limited partnership\n\nBy \/s\/ David A. Schuff                By \/s\/ David A. Schuff\n  ----------------------------          ------------------------------------\n    David A. Schuff, Chairman             David A. Schuff, general partner\n          (Borrower)\n                                      By \/s\/ Nancy A. Schuff\n                                         ------------------------------------\n                                          Nancy A. Schuff, general partner\n\n                                      By \/s\/ Scott A. Schuff\n                                         ------------------------------------\n                                          Scott A. Schuff, general partner\n                                                     (Creditor)\n\n\n                                       3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850,8773],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9567],"class_list":["post-41333","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41333","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41333"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41333"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41333"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41333"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}