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EXHIBIT 4.3
COMPANY SECURITY AGREEMENT
THIS SECURITY AGREEMENT, dated as of June 24, 1997 (this "Security
Agreement"), is made by OXFORD AUTOMOTIVE, INC., a Michigan corporation, (the
"Debtor"), in favor of NBD BANK, a Michigan banking corporation, as agent (in
such capacity, the "Agent") for the benefit of itself and the lenders (the
"Lenders") now or hereafter parties to the Credit Agreement described below.
RECITALS
A. The Debtor and the Borrowing Subsidiary identified from time to time
therein have entered into a Credit Agreement of even date herewith (as amended
or modified from time to time, including any agreement entered into in
substitution therefor, the "Credit Agreement"), with the Lenders and the Agent
pursuant to which the Lenders may make Advances (as therein defined) to the
Debtor and the Borrowing Subsidiary.
B. Under the terms of the Credit Agreement, the Debtor has agreed to grant
to the Agent, for the benefit of itself and the Lenders, a first-priority
security interest, subject only to security interests expressly permitted by
the Credit Agreement, in and to the Collateral hereinafter described.
AGREEMENTS
To secure (a) the prompt and complete payment of all indebtedness and
other obligations of the Debtor or any Subsidiary now or hereafter owing to the
Lenders or the Agent under or on account of the Credit Agreement, any Security
Document or any Letters of Credit, notes or other instruments issued to the
Agent or any Lender pursuant thereto, (b) the performance of the covenants
under the Credit Agreement and the Security Documents and any monies expended
by the Lender in connection therewith, (c) the prompt and complete payment of
all obligations and performance of all covenants of the Debtor under any
interest rate or currency swap agreements or similar transactions with any
Lender and (d) the prompt and complete payment of any and all other
indebtedness, obligations and liabilities of any kind of the Debtor or any
Subsidiary to the Agent and the Lenders, or any of them, in all cases, of any
kind or nature, howsoever created or evidenced and whether now or hereafter
existing, direct or indirect (including without limitation any participation
interest acquired by any Lender in any such indebtedness, obligations or
liabilities of the Debtor or any Subsidiary to any other person and any
interest rate swap, cap or similar
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agreement), absolute or contingent, joint and/or several, secured or unsecured,
arising by operation of law or otherwise, and whether incurred by the Debtor or
any Subsidiary as principal, surety, endorser, guarantor, accommodation party
or otherwise, including without limitation all principal and all interest
(including any interest accruing subsequent to any petition filed by or against
the Debtor or any Subsidiary under the U.S. Bankruptcy Code), indemnity and
reimbursement obligations, charges, expenses, fees, attorneys' fees and
disbursements and any other amounts owing thereunder (all of the aforesaid
indebtedness, obligations and liabilities of the Debtor and its Subsidiaries
being herein called the "Secured Obligations", and all of the documents,
agreements and instruments among the Debtor, the Subsidiaries, the Agent, the
Lenders, or any of them, evidencing or securing the repayment of, or otherwise
pertaining to, the Secured Obligations including without limitation the Credit
Agreement, the Notes, the Letters of Credit and the Security Documents, being
herein collectively called the "Operative Documents"), for value received and
pursuant to the Credit Agreement, the Debtor hereby grants, assigns and
transfers to the Agent for the benefit of the Lenders a first-priority security
interest, subject only to Permitted Liens, in and to the following described
property whether now owned or existing or hereafter acquired or arising and
wherever located (all of which is herein collectively called the "Collateral"):
(a) All of the Debtor's present and future accounts, documents,
instruments, general intangibles and chattel paper, including, but without
limitation, all accounts receivable, all contract rights, all deposit accounts
and all monies and claims for money due or to become due to the Debtor, all
security held or granted to the Debtor, and all assets described in clause (d)
below;
(b) All of the Debtor's furniture, fixtures, machinery and equipment,
whether now owned or hereafter acquired, and wherever located, and whether used
by the Debtor or any other person, or leased by the Debtor to any person and
whether the interest of the Debtor is as owner, lessee or otherwise;
(c) All of the Debtor's present and future inventory of every type,
wherever located, including but not limited to raw materials, work in process,
finished goods and all inventory that is available for leasing or leased to
others by the Debtor;
(d) All other present and future assets of the Debtor (whether tangible or
intangible), including but not limited to all trademarks, trade names, patents,
industrial designs, masks, trade secrets, copyrights, franchises, customer
lists, computer programs, software, tax refund claims, licenses and permits,
and the good will associated therewith and all federal, state, foreign and
other applications and registrations therefor, all reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof now or
hereafter in effect, all income, license royalties, damages and payments now
and hereafter due or payable under and with respect thereto, including, without
limitation, any damages, proceeds or payments for past or future infringements
thereof and all income, royalties, damages and payments under all licenses
thereof, the right to sue for past, present and future infringements thereof,
all right, title and interest of the Debtor as licensor under any of
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the foregoing whether now owned and existing or hereafter arising, and all
other rights and other interests corresponding thereto throughout the world
(all of the assets described in this clause (d) collectively referred to as the
"Intellectual Property");
(e) All books, records, files, correspondence, computer programs, tapes,
disks, cards, accounting information and other data of the Debtor related in
any way to the Collateral described in clauses (a), (b), (c) and (d) above,
including but not limited to any of the foregoing necessary to administer, sell
or dispose of any of the Collateral;
(f) All substitutions and replacements for, and all additions and
accessions to, any and all of the foregoing; and
(g) All products and all proceeds of any and all of the foregoing, and, to
the extent not otherwise included, all payments under insurance (whether or not
the Agent is the loss payee thereof), and any indemnity, warranty or guaranty,
payable by reason of loss or damage to or otherwise with respect to any of the
foregoing.
1. Representations, Warranties, Covenants and Agreements. The Debtor
further represents and warrants to and covenants and agrees with the Agent for
the benefit of the Lenders as follows:
(a) Ownership of Collateral; Security Interest Priority. At the time
any Collateral becomes subject to a security interest of the Agent hereunder,
unless the Agent shall otherwise consent, the Debtor shall be deemed to have
represented and warranted that (i) the Debtor is the lawful owner of such
Collateral and has the right and authority to subject the same to the security
interest of the Agent hereunder; (ii) other than Permitted Liens (as defined in
the Credit Agreement) and lessors' interest with respect to any security
interest in any property leased by the Debtor as lessee, none of the Collateral
is subject to any Lien other than that in favor of the Agent for the benefit of
the Lenders and there is no effective financing statement or other filing
covering any of the Collateral on file in any public office, other than in
favor of the Agent for the benefit of the Lenders. This Security Agreement
creates in favor of the Agent for the benefit of the Lenders a valid
first-priority security interest, subject only to Permitted Liens, in the
Collateral enforceable against the Debtor and all third parties and securing
the payment of the Secured Obligations. All financing statements necessary to
perfect such security interest in the Collateral have been delivered by the
Debtor to the Agent for filing.
(b) Location of Offices, Records and Facilities. The Debtor's chief
executive office and chief place of business and the office where the Debtor
keeps its records concerning its accounts, contract rights, chattel paper,
instruments, general intangibles and other obligations arising out of or in
connection with the sale or lease of goods or the rendering of services or
otherwise ("Receivables"), and all originals of all leases and other chattel
paper which evidence
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Receivables, is at the location listed on Schedule 1(b)(i) hereto. The Debtor
will provide the Agent with prior written notice of any proposed change in the
location of its chief executive office. The Debtor's only other offices and
facilities are at the locations set forth in Schedule 1(b)(ii) hereto. The
Debtor will provide the Agent with prior written notice of any change in the
locations of its other offices and the facilities at which any assets of the
Debtor are located. The tax identification number of the Debtor is set
forth on Schedule 1(b)(i). The name of the Debtor is correctly set forth on the
signature pages hereof, and the Debtor operates under no other names. The
Debtor shall not change its name without the prior written consent of the
Agent.
(c) Location of Inventory, Fixtures, Machinery and Equipment. (i) All
Collateral consisting of inventory is, and will be, located at the locations
listed on Schedule 1(c)(i) hereto, and at no other locations without the prior
written consent of the Agent. (ii) All Collateral consisting of fixtures,
machinery or equipment, is, and will be, located at the locations listed on
Schedule 1(c)(ii) hereto, and at no other locations without the prior written
consent of the Agent. If the Collateral described in clauses (i) or (ii) is
kept at leased locations or warehoused, the Debtor has obtained appropriate
landlord's lien waivers or appropriate warehousemen's notices have been sent,
each satisfactory to the Agent, unless waived by the Agent.
(d) Liens, Etc. The Debtor will keep the Collateral free at all times
from any and all liens, security interests or encumbrances other than those
described in paragraph 1(a)(ii) and those consented to in writing by the
Required Lenders. The Debtor will not, without the prior written consent of the
Agent, sell, lease, license, transfer, assign or otherwise dispose of, or
permit or suffer to be sold, leased, licensed, transferred, assigned or
otherwise disposed of, any of the Collateral, except for, prior to an Event of
Default only (notwithstanding any other agreement), the following: inventory
sold in the ordinary course of business and other assets permitted to be sold,
leased, licensed, transferred, assigned or otherwise disposed under Section
5.2(f) of the Credit Agreement. The Agent or its attorneys may at any and all
reasonable times inspect the Collateral and for such purpose may enter upon any
and all premises where the Collateral is or might be kept or located.
(e) Insurance. The Debtor shall keep the tangible Collateral insured at
all times against loss by theft, fire and other casualties. Said insurance
shall be issued by a company rated A or better by A.M. Best and shall be in
amounts sufficient to protect the Agent and the Lenders against any and all
loss or damage to the Collateral. The policy or policies which evidence said
insurance shall be delivered to the Agent upon request, shall contain a lender
loss payable clause in favor of the Agent for the benefit of the Lenders, shall
name the Agent for the benefit of the Lenders as an additional insured, as its
interest may appear, shall not permit amendment, cancellation or termination
without giving the Agent at least 30 days' prior written notice thereof, and
shall otherwise be in form and substance satisfactory to the Agent.
Reimbursement under any liability insurance maintained by the Debtor pursuant
to this paragraph 1(e) may be paid directly to the person who shall have
incurred liability covered by such insurance, provided that if there is no
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Default or Event of Default (whether before or after any event which caused any
reimbursement under any liability insurance) the Debtor may use the proceeds of
such insurance solely to repair or replace the property damaged if the
insurance proceeds are less than $500,000 and if there is any Event of Default
or Default, and if such reimbursement is greater than $500,000 or there is any
Default or Event of Default such amounts shall be paid to the Agent for
application to the Secured Obligations.
(f) Taxes, Etc. The Debtor will pay promptly, and within the time that
they can be paid without interest or penalty, any taxes, assessments and
similar imposts and charges, not being contested in good faith, which are now
or hereafter may become a Lien upon any of the Collateral. If the Debtor fails
to pay any such taxes, assessments or other imposts or charges in accordance
with this paragraph, the Agent shall have the option to do so and the Debtor
agrees to repay forthwith all amounts so expended by the Agent with interest at
the Overdue Rate.
(g) Further Assurances. The Debtor will do all acts and things and will
execute all financing statements and writings reasonably requested by the Agent
to establish, maintain and continue a perfected and valid security interest of
the Agent for the benefit of the Lenders in the Collateral, and will promptly
on demand pay all reasonable costs and expenses of filing and recording all
instruments, including the costs of any searches deemed necessary by the Agent,
to establish and determine the validity and the priority of the Agent's
security interests for the benefit of the Lenders. A carbon, photographic or
other reproduction of this Security Agreement or any financing statement
covering the Collateral shall be sufficient as a financing statement.
(h) List of Patents, Copyrights, Mask Works and Trademarks. Attached
hereto as Schedule 1(h)(i) is a list of all patents and patent applications
owned by the Debtor. Attached hereto as Schedule 1(h)(ii) is a list of all
registered copyrights and all mask works and applications therefor owned by the
Debtor. Attached hereto as Schedule 1(h)(iii) is a list of all trademarks and
service marks owned by the Debtor. If the Debtor at any time owns any
additional patents, copyrights, mask works, trademarks, service marks or any
applications therefor not listed on such schedules, the Debtor shall give the
Agent prompt written notice thereof and hereby authorizes the Agent to modify
this Agreement by amending Schedules 1(h)(i), 1(h)(ii) and 1(h)(iii) hereto to
include all future patents, copyrights, mask works, trademarks, service marks
and applications therefor and agrees to execute all further instruments and
agreements, if any, if requested by the Agent to evidence the Agent's interest
for the benefit of the Lenders therein.
(i) Maintenance of Tangible Collateral. The Debtor will cause the
tangible Collateral material to the conduct of its business to be maintained
and preserved in the same condition, repair and working order as when new,
ordinary wear and tear excepted, and in accordance with any manufacturer's
manual, and shall forthwith, or, in the case of any loss or damage to any of
the tangible Collateral as quickly as practicable after the occurrence thereof,
make or cause to be made all repairs, replacements, and other improvements
which are necessary or
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desirable to such end. The Debtor shall promptly furnish to the Agent a
statement respecting any loss or damage to any of the tangible Collateral.
(j) Special Rights Regarding Receivables. The Agent or any of its
agents may, at any time and from time to time in its sole discretion and
irrespective of the existence of any Event of Default under this Security
Agreement, verify, directly with each person (collectively, the "Obligors")
which owes any Receivables to the Debtor, the Receivables in any manner. The
Agent or any of its agents may, at any time from time to time after and during
the continuance of an Event of Default under this Security Agreement, notify
the Obligors of the security interest of the Agent for the benefit of the
Lenders in the Collateral and/or direct such Obligors that all payments in
connection with such obligations and the Collateral be made directly to the
Agent in the Agent's name. If the Agent or any of its agents shall collect
such obligations directly from the Obligors, the Agent or any of its agents
shall have the right to resolve any disputes relating to returned goods
directly with the Obligors in such manner and on such terms as the Agent or any
of its agents shall deem appropriate. The Debtor directs and authorizes any
and all of its present and future account debtors to comply with requests for
information from the Agent, the Agent's designees and agents and/or auditors,
relating to any and all business transactions between the Debtor and the
Obligors. The Debtor further directs and authorizes all of its Obligors upon
receiving a notice or request sent by the Agent or the Agent's agents or
designees to pay directly to the Agent any and all sums of money or proceeds
now or hereafter owing by the Obligors to the Debtor, as provided in this
paragraph 1(j) and any such payment shall act as a discharge of any debt of
such Obligor to the Debtor in the same manner as if such payment had been made
directly to the Debtor. The Debtor agrees to take any and all action as the
Agent may reasonably request to assist the Agent in exercising the rights
described in this paragraph 1(j).
(k) Maintenance of Intellectual Property and Other Intangible
Collateral. The Debtor shall preserve and maintain all rights of the Debtor and
the Agent for the benefit of the Lenders in all material Intellectual Property
and all other material intangible Collateral, including without limitation the
payment of all maintenance fees and filing fees and the taking of all
appropriate action at the Debtor's expense to halt the infringement of any of
the Intellectual Property or other Collateral, provided that, with respect to
halting the infringement of any Intellectual Property or other Collateral, the
Debtor does not need to take all such appropriate action if the Debtor has, or
after Event of Default the Agent has, reasonably determined that it is not in
its best interest to demand or enforce cessation of such infringement or other
conduct because it is either not material or because the adverse consequences
to the Debtor would outweigh the benefits gained by such demand or enforcement.
2. Events of Default. The occurrence of any Event of Default shall be
deemed an Event of Default under this Security Agreement.
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3. Remedies. Upon the occurrence of any Event of Default, the Agent shall
have and may exercise any one or more of the rights and remedies provided to it
under this Security Agreement or any of the other Operative Documents or
provided by law, including but not limited to all of the rights and remedies of
a secured party under the Uniform Commercial Code, and the Debtor hereby agrees
to assemble the Collateral and make it available to the Agent at a place to be
designated by the Agent which is reasonably convenient to both parties,
authorizes the Agent to take possession of the Collateral with or without
demand and with or without process of law and to sell and dispose of the same
at public or private sale and to apply the proceeds of such sale to the costs
and expenses thereof (including reasonable attorneys' fees and disbursements,
incurred by the Agent) and then to the payment and satisfaction of the Secured
Obligations. Any requirement of reasonable notice shall be met if the Agent
sends such notice to the Debtor, by registered or certified mail, at least 10
days prior to the date of sale, disposition or other event giving rise to a
required notice. The Agent may be the purchaser at any such sale. The Debtor
expressly authorizes such sale or sales of the Collateral in advance of and to
the exclusion of any sale or sales of or other realization upon any other
collateral securing the Secured Obligations. The Agent shall have no
obligation to preserve rights against prior parties. The Debtor hereby waives
as to the Agent and each Lender any right of subrogation or marshalling of such
Collateral and any other collateral for the Secured Obligations. To this end,
the Debtor hereby expressly agrees that any such collateral or other security
of the Debtor or any other party which the Agent or any Lender may hold, or
which may come to the Agent or any Lender's possession, may be dealt with in
all respects and particulars as though this Security Agreement were not in
existence. The parties hereto further agree that public sale of the Collateral
by auction conducted in any county in which any Collateral is located or in
which the Agent or the Debtor does business after advertisement of the time and
place thereof shall, among other manners of public and private sale, be deemed
to be a commercially reasonable disposition of the Collateral. The Debtor
shall be liable for any deficiency remaining after disposition of the
Collateral. Such sale shall be on such terms as the Agent may determine, for
cash or credit or against future delivery in the discretion of the Agent.
4. Special Remedies Concerning Certain Collateral.
(a) Upon the occurrence of any Event of Default, the Debtor shall, if
requested to do so in writing, and to the extent so requested (i) promptly
collect and enforce payment of all amounts due the Debtor on account of, in
payment of, or in connection with, any of the Collateral, (ii) hold all
payments in the form received by the Debtor as trustee for the Agent and the
Lenders, without commingling with any funds belonging to the Debtor, and (iii)
forthwith deliver all such payments to the Agent with endorsement to the
Agent's order of any checks or similar instruments.
(b) Upon the occurrence of any Event of Default, the Debtor shall, if
requested to do so, and to the extent so requested, notify all Obligors and
other persons with obligations to the Debtor on account of or in connection
with any of the Collateral of the security interest of the
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Agent for the benefit of the Lenders in the Collateral and direct such account
debtors and other persons that all payments in connection with such obligations
and the Collateral be made directly to the Agent. The Agent itself may, upon
the occurrence of an Event of Default, so notify and direct any such account
debtor or other person that such payments are to be made directly to the Agent.
(c) Upon the occurrence of any Event of Default, for purposes of
assisting the Agent in exercising its rights and remedies provided to it under
this Security Agreement, the Debtor (i) hereby irrevocably constitutes and
appoints the Agent its true and lawful attorney, for and in the Debtor's name,
place and stead, to collect, demand, receive, sue for, compromise, and give
good and sufficient releases for, any monies due or to become due on account
of, in payment of, or in connection with the Collateral, (ii) hereby
irrevocably authorizes the Agent to endorse the name of the Debtor, upon any
checks, drafts, or similar items which are received in payment of, or in
connection with, any of the Collateral, and to do all things necessary in order
to reduce the same to money, (iii) with respect to any Collateral, hereby
irrevocably assents to all extensions or postponements of the time of payment
thereof or any other indulgence in connection therewith, to each substitution,
exchange or release of Collateral, to the addition or release of any party
primarily or secondarily liable, to the acceptance of partial payments thereon
and the settlement, compromise or adjustment (including adjustment of insurance
payments) thereof, all in such manner and at such time or times as the Agent
shall deem advisable and (iv) hereby irrevocably authorizes the Agent to notify
the post office authorities to change the address for delivery of the Debtor's
mail to an address designated by the Agent, and the Agent may receive, open and
dispose of all mail addressed to the Debtor. Notwithstanding any other
provisions of this Security Agreement, it is expressly understood and agreed
that the Agent shall have no duty, and shall not be obligated in any manner, to
make any demand or to make any inquiry as to the nature or sufficiency of any
payments received by it or to present or file any claim or take any other
action to collect or enforce the payment of any amounts due or to become due on
account of or in connection with any of the Collateral.
5. Remedies Cumulative. No right or remedy conferred upon or reserved to
the Agent under any Operative Document is intended to be exclusive of any other
right or remedy, and every right and remedy shall be cumulative and in addition
to every other right or remedy given hereunder or now or hereafter existing
under any applicable law. Every right and remedy of the Agent under any
Operative Document or under applicable law may be exercised from time to time
and as often as may be deemed expedient by the Agent. To the extent that it
lawfully may, the Debtor agrees that it will not at any time insist upon,
plead, or in any manner whatever claim or take any benefit or advantage of any
applicable present or future stay, extension or moratorium law, which may
affect observance or performance of any provisions of any Operative Document;
nor will it claim, take or insist upon any benefit or advantage of any present
or future law providing for the valuation or appraisal of any security for its
obligations under any Operative Document prior to any sale or sales thereof
which may be made under or by virtue of any instrument governing the
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same; nor will the Debtor, after any such sale or sales, claim or exercise any
right, under any applicable law to redeem any portion of such security so sold.
6. Conduct No Waiver. No waiver shall be effective unless in writing
executed by the Agent and any waiver or forbearance on the part of the Agent in
enforcing any of its rights under this Security Agreement shall not operate as
a waiver of any other default or of the same default on a future occasion or of
such right.
7. Governing Law; Consent to Jurisdiction; Definitions. This Security
Agreement is a contract made under, and shall be governed by and construed in
accordance with, the law of the State of Michigan applicable to contracts made
and to be performed entirely within such State and without giving effect to
choice of law principles of such State. The Debtor agrees that any legal action
or proceeding with respect to this Security Agreement or the transactions
contemplated hereby may be brought in any court of the State of Michigan, or in
any court of the United States of America sitting in Michigan, and the Debtor
hereby submits to and accepts generally and unconditionally the jurisdiction of
those courts with respect to its person and property, and irrevocably appoints
the President of the Debtor, at the Debtor's address set forth in the Credit
Agreement, as its agent for service of process and irrevocably consents to the
service of process in connection with any such action or proceeding by personal
delivery to such agent or to the Debtor or by the mailing thereof by registered
or certified mail, postage prepaid to the Debtor at its address set forth in
the Credit Agreement. Nothing in this paragraph shall affect the right of the
Agent to serve process in any other manner permitted by law or limit the right
of the Agent to bring any such action or proceeding against the Debtor or its
property in the courts of any other jurisdiction. The Debtor hereby
irrevocably waives any objection to the laying of venue of any such suit or
proceeding in the above described courts. Terms used but not defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.
Unless otherwise defined herein or in the Credit Agreement, terms used in
Article 9 of the Uniform Commercial Code in the State of Michigan are used
herein as therein defined on the date hereof. The headings of the various
subdivisions hereof are for convenience of reference only and shall in no way
modify any of the terms or provisions hereof.
8. Notices. All notices, demands, requests, consents and other
communications hereunder shall be delivered in the manner described in the
Credit Agreement.
9. Rights Not Construed as Duties. The Agent and the Lenders neither
assume nor shall any of them have any duty of performance or other
responsibility under any contracts in which the Agent has or obtains, for the
benefit of the Lenders, a security interest hereunder. If the Debtor fails to
perform any agreement contained herein, the Agent may but is in no way
obligated to itself perform, or cause performance of, such agreement, and the
reasonable expenses of the Agent incurred in connection therewith shall be
payable by the Debtor under paragraph 12 hereof. The powers conferred on the
Agent hereunder are solely to protect its interests for the benefit of the
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Lenders in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the safe custody of any Collateral in its possession
and accounting for monies actually received by it hereunder, the Agent shall
have no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.
10. Amendments. None of the terms and provisions of this Security
Agreement may be modified or amended in any way except by an instrument in
writing executed by each of the parties hereto.
11. Severability. If any one or more provisions of this Security
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected, impaired or prejudiced thereby.
12. Expenses. (a) The Debtor agrees to indemnify the Agent and the
Lenders from and against any and all claims, losses and liabilities growing out
of or resulting from this Security Agreement (including, without limitation,
enforcement of this Security Agreement), except claims, losses or liabilities
resulting from the Agent's or any Lender's gross negligence or willful
misconduct.
(b) The Debtor will, upon demand, pay to the Agent an amount of any and
all reasonable expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which the Agent may incur in connection
with (i) the administration of this Security Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Agent hereunder or under the Operative Documents, or
(iv) the failure of the Debtor to perform or observe any of the provisions
hereof.
13. Successors and Assigns; Termination. This Security Agreement shall
create a continuing security interest in the Collateral and shall be binding
upon the Debtor, its successors and assigns, and inure, together with the
rights and remedies of the Agent hereunder, to the benefit of the Agent, the
Lenders and their respective successors, transferees and assigns. Upon the
payment in full in immediately available funds of all of the Secured
Obligations and the termination of all commitments to lend under the Operative
Documents, the security interest granted hereunder shall terminate and all
rights to the Collateral shall revert to the Debtor.
14. Waiver of Jury Trial. The Agent and the Lenders, in accepting this
Security Agreement, and the Debtor, after consulting or having had the
opportunity to consult with counsel, knowingly, voluntarily and intentionally
waive any right any of them may have to a trial by jury in any litigation based
upon or arising out of this Security Agreement or any related instrument or
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agreement or any of the transactions contemplated by this Security Agreement or
any course of conduct, dealing, statements (whether oral or written) or actions
of any of them. Neither the Agent, the Lenders nor the Debtor shall seek to
consolidate, by counterclaim or otherwise, any such action in which a jury
trial has been waived with any other action in which a jury trial cannot be or
has not been waived. These provisions shall not be deemed to have been
modified in any respect or relinquished by the Agent, any Lender or the Debtor
except by a written instrument executed by each of them.
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IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to be
duly executed as of the day and year first set forth above.
OXFORD AUTOMOTIVE, INC.
By: [sig]
-------------------------
Its: Vice President - Financial Operations
-------------------------------------
Accepted and Agreed:
NBD BANK, as Agent on behalf
of the Lenders
By: Richard C. Ellis
------------------------
Its: Authorized Agent
------------------
SECURITY AGREEMENT
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CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MICHIGAN )
) ss.
COUNTY OF _________ )
The foregoing Security Agreement was acknowledged before me on this 24th
day of June, 1997 by John H. Ferguson, the Vice-President -- Financial
Operations of Oxford Automotive, Inc., a Michigan corporation, on behalf of
said corporation.
(Seal) Notary Public
Linda M. Anolick
--------------------------
LINDA M. ANOLICK
NOTARY PUBLIC-WAYNE COUNTY, MICH.
MY COMMISSION EXPIRES 08-30-98
STATE OF MICHIGAN )
) ss.
COUNTY OF OAKLAND )
The foregoing Security Agreement was acknowledged before me on this 24th
day of June, 1997, by Richard Ellis the Authorized Agent of NBD
Bank, a Michigan banking corporation, as Agent, on behalf of said corporation.
(Seal) Notary Public
Linda M. Anolic
--------------------------
LINDA M. ANOLICK
NOTARY PUBLIC-WAYNE COUNTY, MICH.
MY COMMISSION EXPIRES 08-30-98
SECURITY AGREEMENT
- 13 -
14
Company Security Agreement
dated as of June 24, 1997
DISCLOSURE SCHEDULES
15
Schedule 1(b)
(i) Location of Debtor's Chief Executive Offices
Oxford Automotive, Inc.
2365 Franklin Road
Bloomfield Hills, MI 48302
Tax Identification No. 38-3262809
Michigan corporation
(ii) Other Offices and Facilities
(a) Butler Metal Products
1574 Eagle Street North
Cambridge, Ontario N3H 4S5
Canada
(b) Del-Tech Metal Products
1 Butler Drive
Delhi, Ontario N4B 2W8
Canada
(c) Lobdell Emery Corporation
1325 East Superior
Alma, Michigan 48801
(d) Laserweld International, L.L.C.
950 JFK Drive
North Vernon, Indiana 47265
(e) Winchester Fabrication Corporation
200 Inks Drive
P.O. Box 270
Winchester, Indiana 47394
(f) Creative Fabrication Corporation
3000 George Price Blvd.
Athens, Tennessee 37371
1
16
(g) 10850 West 17th Street
Argos, IN 46501
(h) 2190 Landmark Avenue
Corydon, IN 47112
(i) 2365 Franklin Road
Bloomfield Hills, MI 48302
(j) 135 North Fearing Road
PO Box 3416
Toledo, OH 43607
(k) 401 Republic Street
Alma, MI 48801
(l) 370 Manhattan Road
Greencastle, IN 46135
2
17
Schedule 1(c)
(i) Location of Inventory
(a) Butler Metal Products
1574 Eagle Street North
Cambridge, Ontario N3H 4S5
Canada
(b) Del-Tech Metal Products
1 Butler Drive
Delhi, Ontario N4B 2W8
Canada
(c) Laserweld International, L.L.C.
950 JFK Drive
North Vernon, Indiana 47265
(d) Winchester Fabrication Corporation
200 Inks Drive
P.O. Box 270
Winchester, Indiana 47394
(e) Creative Fabrication Corporation
3000 George Price Blvd.
Athens, Tennessee 37371
(f) 10850 West 17th Street
Argos, IN 46501
(g) 2190 Landmark Avenue
Corydon, IN 47112
(h) 2365 Franklin Road
Bloomfield Hills, MI 48302
(i) 135 North Fearing Road
PO Box 3416
Toledo, OH 43607
(j) 401 Republic Street
Alma, MI 48801
3
18
(k) 370 Manhattan Road
Greencastle, IN 46135
(ii) Locations of Fixtures, Machinery and Equipment
(a) See (i) above.
(b) Lindert Tool & Die
23 Raglan Place
Cambridge, Ontario
Canada
(c) Fincore
10 Melford Drive
Units 1-8
Scarborough, Ontario M1B 2G1
Canada
(d) Hinderliter Heat Treating Ltd.
9 Shirley Avenue
Kitchener, Ontario
Canada
(e) Easton Coatings Corporation
97 Easton Road
Brantford, Ontario N3P 1J4
Canada
(f) Camtron Coatings
___________________
___________________
(g) Tube Mill
Heidtman Steel Processing
Butler, Indiana
(h) Danly Presses
Days Corporation
Elkhart, Indiana
(i) Laserwelding Plus System
VIL/Littel International
Addison, Illinois
4
19
(j) Mid States Steel
________ Inks Drive
Winchester, Indiana 47394
5
20
Schedule 1(h)
(i) Rack Base Construction; US Patent No. 5,533,456; Canadian Patent File No.
2,147,721 (held by Lobdell Emery Corporation)
(ii) None
(iii)
1. Oxford Automotive (licensed by The Oxford Investment Group, Inc.
to the Company) (registration application pending)
2. Oxford Automotive (logo) (licensed by The Oxford Investment
Group, Inc. to the Company) (registration application pending)
6