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EXHIBIT 4.24
CONSENT AND AMENDMENT OF SECURITY DOCUMENTS
THIS AGREEMENT, dated as of March 31, 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 an Amended and
Restated Credit Agreement dated as of February 4, 1999 (the "Existing Credit
Agreement").
B. In connection with the Existing Credit Agreement, each of the
undersigned executed, amended and/or confirmed various Notes, Guaranties,
Security Documents and other Loan Documents, as those terms are defined in the
Existing Credit Agreement, and including without limitation those agreements and
documents amended and confirmed pursuant the Consent and Amendment of Security
Documents executed pursuant to the Existing Credit Agreement (all of he
foregoing collectively referred to as the "Existing Loan 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, and all indebtedness and other
obligations pursuant to the Credit Agreement are entitled to the same collateral
and guaranties 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 and confirm
the Existing Loan 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 Existing
Loan Documents shall be amended as follows: Any reference in any Existing Loan
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 term "Agent" shall be deemed a
reference to the Agent under the Credit Agreement, (g)
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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 Existing
Loan Document, and (h) each "Note" issued pursuant to the Existing Credit
Agreement shall be deemed the Notes issued and outstanding pursuant to the
Credit Agreement.
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 Existing Loan 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 Existing Loan
Document is hereby ratified and confirmed and shall remain in full force and
effect, and each of the undersigned hereby acknowledges that, as of the date
hereof, it has no defense, offset, counterclaim or other claim or dispute with
respect to any Existing Loan Document.
SECTION 4. Continuation of Security Interests, Etc. Each of the
undersigned acknowledges, agrees and represents that (a) all collateral granted
by the Existing Loan 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 Advances under the Existing Credit Agreement are now deemed
outstanding under the Credit Agreement and the advances outstanding under the
Credit Agreement are the same advances outstanding under the Existing Credit
Agreement and shall not be deemed a novation or satisfaction of, among other
secured debt, the indebtedness and other liabilities under the Existing Credit
Agreement and constitute the same indebtedness and other liabilities thereunder
for purposes of the Existing Loan Documents. If there is any conflict between
the Existing Loan 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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BMG NORTH AMERICA LIMITED
OXFORD SUSPENSION LTD.
BMG 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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