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EXHIBIT 4.19
CONSENT AND AMENDMENT OF SECURITY DOCUMENTS
THIS AGREEMENT, dated as of February 4, 1999, is by each of the
undersigned in favor of NBD Bank, as Agent (as defined below) for the Lenders
(as defined below) and in favor of each of the Lenders.
RECITALS:
A. Oxford Automotive, Inc. (the "Company"), the borrowing subsidiaries
and lenders party thereto and NBD Bank, as agent, executed a Credit Agreement
dated as of June 24, 1997 (as amended, the "Existing Credit Agreement").
B. In connection with the Existing Credit Agreement, each of the
undersigned executed the agreements and documents described on Schedule 1 hereto
(the "Security Documents").
C. Pursuant to an Amended and Restated Credit Agreement dated as of the
date hereof (as amended, modified, restated or refinanced from time to time the
"Credit Agreement") among the Company, the borrowing subsidiaries party thereto
(the "Borrowing Subsidiaries", and collectively with the Company, the
"Borrowers"), the lenders party thereto (the "Lenders") and NBD Bank, as agent
for the Lenders (in such capacity, the "Agent"). The indebtedness and
obligations under the Credit Agreement are the same indebtedness and obligations
existing under the Existing Credit Agreement plus additional indebtedness, and
all indebtedness and other obligations pursuant to the Credit Agreement are
entitled to the same collateral with the same priority as all indebtedness and
obligations pursuant to the Existing Credit Agreement.
D. Each of the undersigned and the Lenders desire to amend the Security
Documents as stated herein.
AGREEMENT
Based upon these recitals, each of the undersigned hereby agrees as
follows:
SECTION 1. Amendments. Each of the undersigned agrees that the Security
Documents shall be amended as follows: Any reference in any Security Document to
(a) the Existing Credit Agreement shall be deemed a reference to the Credit
Agreement, (b) any promissory notes shall be deemed a reference to the term
"Notes" as defined in the Credit Agreement, (c) the terms "Loan", "Loans",
"Advance" or "Advances" shall be deemed references to "Loan", "Loans", "Advance"
or "Advances" as such terms are defined in the Credit Agreement, (d) the terms
"Security Document" or "Security Documents" shall be deemed references to
"Security Document" or "Security Documents" as such terms are defined in the
Credit Agreement, (e) the term "Lenders" shall be deemed a reference to the
Lenders under the Credit Agreement, (f) the
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term "Agent" shall be deemed a reference to the Agent under the Credit
Agreement, and (g) any Event of Default under the Credit Agreement shall be
deemed an Event of Default or event of default or default, as the case may be,
under each Security Document.
SECTION 2. Representations. Each of the undersigned hereby represents
and warrants that after giving effect to the Credit Agreement, the
representations and warranties contained in each of the Security Documents are
true and correct in all material respects on and as of the effective date hereof
with the same force and effect as if made on such effective date.
SECTION 3. Ratification. Except as amended hereby, each Security
Document is hereby ratified and confirmed and shall remain in full force and
effect, and each of the undersigned hereby acknowledge that, as of the date
hereof, it has no defense, offset, counterclaim or other claim or dispute with
respect to any Security Document.
SECTION 4. Continuation of Security Interests, Etc. Each of the
undersigned acknowledges, agrees and represents that (a) all collateral granted
by the Security Documents continues with the same priority as originally granted
and secures, among other liabilities, all present and future indebtedness,
obligations and liabilities pursuant to the Credit Agreement, the Notes, the
Hedging Agreements with any Lender and the Security Documents and other Loan
Documents, including without limitation all Loans made, and Letters of Credit
issued, pursuant thereto and all fees and expenses owing thereunder and (b) the
initial Advances under the Credit Agreement refinance, and are issued in
exchange and replacement for and shall not be deemed a novation or satisfaction
of, among other secured debt, the indebtedness and other liabilities thereunder
for purposes of the Security Documents. If there is any conflict between the
Security Documents and the Credit Agreement as to the order of the application
of the proceeds of any collateral, the provisions of the Credit Agreement shall
control.
SECTION 5. Defined Terms. All the terms used but not defined herein
shall have the meaning ascribed thereto in the Credit Agreement.
SECTION 6. Counterparts, Etc. This Agreement may be executed in any
number of counterparts, and any of the parties hereto may execute this Agreement
by executing any such counterpart. In case any provision contained herein is
invalid or unenforceable, such invalidity or unenforceability shall not in any
way affect the legality, validity or enforceability of any other provision.
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be duly executed as of the day and year first above written.
OXFORD AUTOMOTIVE, INC.
By:
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Its:
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BIG NORTH AMERICA LIMITED
OXFORD SUSPENSION LTD.
BIG HOLDINGS INC.
976459 ONTARIO LIMITED
829500 ONTARIO LIMITED
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 SUSPENSION, INC.
RPI, INC.
PRUDENVILLE MANUFACTURING, INC.
OASP, INC.
OASP II, INC.
By:
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Their:
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LASERWELD INTERNATIONAL, L.L.C.
By: Lobdell Emery Corporation,
its sole member
By:
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Its:
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Consent and Amendment of Security Documents
dated as of February 4, 1999
DISCLOSURE SCHEDULES
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Schedule 1(b)
(i) Location of Debtor's Chief Executive Offices
Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, Michigan 48083
Tax Identification No. 38-3262809
Michigan corporation
(ii) Other Offices and Facilities
(a) Oxford Automotive, Inc.
850 Stephenson Highway
Troy, Michigan 48083
(b) Butler Metal Products
1574 Eagle Street North
Cambridge, Ontario N3H 4S5
Canada
(c) Del-Tech Metal Products
1 Butler Drive
Delhi, Ontario N4B 2W8
Canada
(d) Lobdell Emery Corporation
1325 East Superior
Alma, Michigan 48801
(e) Laserweld International, L.L.C.
950 JFK Drive
North Vernon, Indiana 47265
(f) Winchester Fabrication Corporation
200 Inks Drive
P.O. Box 270
Winchester, Indiana 47394
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(g) Creative Fabrication Corporation
3000 George Price Blvd.
Athens, Tennessee 37371
(h) 10850 West 17th Street
Argos, Indiana 46501
(i) 2190 Landmark Avenue
Corydon, Indiana 47112
(j) 520 Republic Street
Alma, Michigan 48801
(k) 370 Manhattan Road
Greencastle, Indiana 46135
(l) 401 Republic Street
Alma, Michigan 48801
(m) Lapeer
100 East Fair Street
Lapeer, Michigan 48446
(n) Masury
County Road 26
Masury, Ohio 44438
(o) Silao
Paseo de Los Industriales
Ple. Lotes 15-19
Parque Industrial Fipasi
Silao, Guanajualo, Mexico 36100
(p) Saltillo
Valle de Saltillo #312
Fracc. Valle de Saltillo
Saltillo, Coahulia 25107
Mexico
(q) Prudenville
1700 Short Drive
Prudenville, Michigan 48651
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(r) Oscoda
4775 N. Sunset
Oscoda, Michigan 48750
(s) Chatham
566 Riverview Drive
Chatham, Ontario N7M 5L9
Canada
(t) Wallaceburg
100 Mason Street
Wallaceburg, Ontario N8A 4L7
Canada
(u) Hamilton
P.O. Box 70
7825 South Homestead Drive
Hamilton, Indiana 46742
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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) Winchester Fabrication Corporation
200 Inks Drive
P.O. Box 270
Winchester, Indiana 47394
(d) Creative Fabrication Corporation
3000 George Price Blvd.
Athens, Tennessee 37371
(e) 10850 West 17th Street
Argos, Indiana 46501
(f) 2190 Landmark Avenue
Corydon, Indiana 47112
(g) 135 North Fearing Road
PO Box 3416
Toledo, Ohio 43607
(h) 520 Republic Street
Alma, Michigan 48801
(i) 401 Republic Street
Alma, Michigan 48801
(j) 370 Manhattan Road
Greencastle, Indiana 46135
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(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
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(g) Tube Mill
Heidtman Steel Processing
Butler, Indiana
(h) Danly Presses
Days Corporation
Elkhart, Indiana
(i) Southwest Warehouse
240 Raleigh Street
Chatham, Ontario N7J 5E8
Canada
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(j) Central Detroit Warehouse
18765 Seaway Drive
Melvindale, Michigan 48122
(k) Mid States Steel
________ Inks Drive
Winchester, Indiana 47394
(l) Huncilman
P.O. Box 1027
2072 McDonald Avenue
New Albany, Indiana 47151-1027
(m) Fruchey's Warehouse
Fort Wayne, Indiana
(n) Humphrey Express
Baseline Street
Wallaceburg, Ontario
Canada
(o) Humphrey Express
Gillard Street
Wallaceburg, Ontario
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Schedule 1(h)
See Amended and Restated Credit Agreement Disclosure Schedules.