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Exhibit 4.18
JOINDER AGREEMENT
[OASP, INC. and OASP II, INC.]
THIS JOINDER AGREEMENT, dated as of February 4, 1999, is entered
into pursuant to the Credit Agreement dated as of June 24, 1997, as amended and
restated by the Amended and Restated Credit Agreement dated as of the date
hereof (as so amended and restated and as further amended or modified from time
to time, the "Credit Agreement"), among Oxford Automotive, Inc. (the "Company"),
each of the Borrowing Subsidiaries and Lenders party thereto, and NBD Bank, as
agent for the Lenders (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, pursuant to the terms of the Credit Agreement, among other
subsidiaries of the Company, OASP, Inc and OASP II, Inc. (the "New Guarantors")
are required to guarantee all indebtedness, obligations and liabilities of the
Borrowers, to grant a lien and security interest in all of their assets to
secure such guaranty and such indebtedness, obligations and liabilities and to
join the other Loan Documents as a Guarantor; and
WHEREAS, the New Guarantors have determined that it is in their best
interest and to their financial benefit to execute and deliver this Joinder
Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:
1. Each New Guarantor hereby acknowledges that it has received and
reviewed a copy of the Credit Agreement and the other Loan Documents and
approved each of the foregoing, and acknowledges that it has received and
reviewed all other financial statements, agreements and documents as it has
deemed appropriate in order to enter into this Joinder Agreement.
2. Each New Guarantor unconditionally agrees hereby to: (a) join, as
a Guarantor, the Guaranty Agreement dated as of June 24, 1997 (as amended by the
Consent and Amendment of Security Documents dated the date hereof and as further
amended or modified from time to time, the "Guaranty") among the Guarantors
party thereto in favor of the Lenders and the Agent, join, as a Grantor, the
Guarantor Security Agreement dated as of June 24, 1997 (as amended by the
Consent and Amendment of Security Documents dated the date hereof and as further
amended or modified from time to time, the "Guarantor Security Agreement") among
the Grantors party thereto in favor of the Lenders and the Agent and join, in
the same capacity as each of the Guarantors party thereto, each other Loan
Document to which the Guarantors are a party, in the same capacity as such
Guarantors, (b) be bound by, and hereby ratifies and confirms, all covenants,
agreements, consents, submissions, appointments, acknowledgments and other terms
and provisions, including without limitation all guarantees and all grants of
liens and security interests, attributable to a Guarantor and/or Grantor in the
Guaranty, the Guarantor Security Agreement and all other Loan Documents, in each
case as amended by the Consent and Amendment of Security Documents dated the
date hereof and as further amended or modified from time to time (which
includes, without limitation, the Subrogation and Contribution Agreement dated
as of June 24, 1997, as amended, among the Company and the Guarantors party
thereto) to which any Guarantor is a party; and (c) perform all obligations
required of it as a Guarantor and/or Grantor in the Guaranty, the Guarantor
Security Agreement and all other Loan Documents to which any Guarantor is a
party.
3. Each New Guarantor hereby represents and warrants that (a)
attached hereto as
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Schedule 1 is a complete and accurate description of all names used by each New
Guarantor, of the chief executive office and all other offices and other
locations of any assets owned by each New Guarantor and a list of any patents,
trademarks, copyrights or other intellectual property owned by each New
Guarantor and (b) the representations and warranties with respect to it
contained in, or made or deemed made by it in, the Guaranty, the Guarantor
Security Agreement and any other Loan Document are true and correct on the date
hereof. Each of the New Guarantors and the other Guarantors party hereto
represents and warrants that (i) the execution, delivery and performance by it
of this Joinder Agreement are within its corporate and other powers, have been
duly authorized by all necessary corporate and other action, require no action
by or in respect of, or filing with, any governmental body and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the articles of incorporation or other charter documents or
bylaws of it, or of any agreement, judgment, injunction, order, decree or other
instrument binding upon it or its property; and (ii) this Joinder Agreement has
been duly executed and constitutes a legal, valid and binding obligation of it,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors' rights and except that
the remedy of specific performance and injunctive and other forms of equitable
relief are subject to equitable defenses and to the discretion of the court for
which any proceedings may be brought.
4. Each of the New Guarantors and each of the other Guarantors party
hereto hereby acknowledge and agree that each reference in the Guaranty and in
the Guarantor Security Agreement, and any separate Guaranty Agreement or
Guarantor Security Agreement executed by any other Guarantor, to "the Borrowing
Subsidiary" shall mean and include, collectively, all present and future
Borrowing Subsidiaries under the Credit Agreement and that the "Guaranteed
Obligations" under the Guaranty or any other separate Guaranty Agreement
executed by any other Guarantor and the "Secured Obligations" under the
Guarantor Security Agreement or any other separate Guarantor Security Agreement
executed by any other Guarantor include, without limitation, all present and
future indebtedness, obligations and liabilities of each present and future
Borrowing Subsidiary under the Credit Agreement in addition to all other
indebtedness, obligations and liabilities described therein, notwithstanding
anything in any agreement to the contrary.
5. Each New Guarantor agrees to execute and deliver such financing
statements, resolutions and such other documents requested by the Agent as may
be necessary or desirable in order to give effect to, and to aid in the exercise
and enforcement of the rights and remedies of the Agent and the Lenders pursuant
to the Loan Documents to which such New Guarantor is a party.
6. Each New Guarantor, each other Guarantor party hereto and the
Company agree that the Guaranty, the Guarantor Security Agreement and each other
Loan Document, including without limitation any separate Guaranty Agreement or
Guarantor Security Agreement executed by any of the undersigned, to which the
undersigned are a party are ratified and confirmed and shall remain in full
force and effect and that they have no setoff, counterclaim or other defense or
dispute with respect to any of the foregoing.
7. This Joinder Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Michigan.
8. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Credit Agreement.
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IN WITNESS WHEREOF, each of the undersigned has caused this Joinder
Agreement to be duly executed and delivered as of the day and year set forth
above.
OASP, INC.
OASP II, INC.
OXFORD SUSPENSION, INC.
RPI, INC.
PRUDENVILLE MANUFACTURING, INC.
RPI HOLDINGS, INC.
LOBDELL EMERY CORPORATION
CREATIVE FABRICATION CORPORATION
WINCHESTER FABRICATION CORPORATION
PARALLEL GROUP INTERNATIONAL, INC.
CONCEPT MANAGEMENT CORPORATION
LEWIS EMERY CAPITAL CORPORATION
HOWELL INDUSTRIES, INC.
OXFORD AUTOMOTIVE, INC.
By:_________________________________
Their:___________________________
LASERWELD INTERNATIONAL, L.L.C.
By: Lobdell Emery Corporation, its
sole member
By:_________________________________
Its:_____________________________
Accepted and Agreed:
NBD BANK, as Agent on behalf
of the Lenders
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By:
Its:
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SCHEDULE 1
List of each name, chief executive office, other office, location of any assets
and list of intellectual property of each New Guarantor.
Name of each New Guarantor
1. OASP, Inc.
2. OASP II, Inc.
Offices of each New Guarantor
1. OASP, Inc.
c/o Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, MI 48083
(chief executive office)
or
c/o Oxford Automotive, Inc.
850 Stephenson Highway
Troy, MI 48083
2. OASP II, Inc.
c/o Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, MI 48083
(chief executive office)
or
c/o Oxford Automotive, Inc.
850 Stephenson Highway
Troy, MI 48083
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Location of Assets
1. OASP, Inc.
c/o Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, MI 48083
or
c/o Oxford Automotive, Inc.
850 Stephenson Highway
Troy, MI 48083
2. OASP II, Inc.
c/o Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, MI 48083
or
c/o Oxford Automotive, Inc.
850 Stephenson Highway
Troy, MI 48083
Intellectual Property of each New Guarantor
1. OASP, Inc.
None.
2. OASP II, Inc.
None
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