1
EXHIBIT 2.3
TRUST CONTRIBUTION AGREEMENT
This TRUST CONTRIBUTION AGREEMENT (the "Trust Contribution Agreement")
is made as of the 27th day of May, 1999, by and between Venture Holdings Trust,
a trust organized under Michigan law (the "Trust") and Venture Holdings Company,
LLC, a Michigan limited liability company (the "Successor").
WHEREAS, the Special Advisor of the Trust and the Managing Member of
the Successor have determined it advisable and in the best interests of the
Trust and the Successor that the Trust contribute, assign, transfer, convey and
deliver to the Successor all of its assets, and that the Successor receive such
contribution and, in consideration therefor, agree to assume certain of the
Trust's obligations under financing agreements listed herein;
NOW THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Trust and the Successor hereby
agree as follows:
A. Contribution of Assets
1. The Trust does hereby contribute, assign, transfer, convey and
deliver unto the Successor all of the Trust's assets, properties, goodwill,
rights, privileges, claims, patents and licenses owned, leased or used by the
Trust, other than its equity interest in the Successor (the "Contributed
Assets"). The Contributed Assets shall include, without limitation, the
following:
(a) Subsidiary Interests. All of the Trust's right, title and
interest in and to all of the equity interests in its subsidiaries
(other than its equity interest in the Successor), including the
Trust's equity interests in Vemco, Inc.; Vemco Leasing, Inc.; Venture
Industries Corporation; Venture Holdings Corporation; Venture Leasing
Company; Venture Mold & Engineering Corporation; Venture Service
Company; Venture Europe, Inc.; Venture EU Corporation, each a Michigan
corporation; and Experience Management LLC, a Michigan limited
liability company.
(b) Insurance Policy. The Trust's interest in the insurance
policy covering the life of Larry J. Winget issued by the Prudential
Insurance Company of America, policy number V1 003 999 (the "Prudential
Policy").
With all the foregoing TO HAVE AND TO HOLD, unto the Successor, its successors
and assigns, FOREVER.
2. The Trust hereby authorizes the Successor to take any and all action
in connection with any of the Contributed Assets, in the name of the Trust or in
its own or any other name.
The Trust hereby warrants, covenants and agrees that it:
(i) is hereby conveying title to the Contributed Assets free
and clear of any and all liabilities, obligations, claims, liens and
encumbrances (whether absolute, accrued, contingent or otherwise),
except those specifically assumed by the Successor hereunder;
(ii) will warrant and defend the contribution of the
Contributed Assets against each and every person or persons claiming
or who claims against any or all of the same; and
2
(iii) will take all steps necessary to put the Successor, its
successors or assigns, in actual possession and control of the
Contributed Assets, subject to the security interest of The First
National Bank of Chicago, as Agent, under the Credit Agreement
described below.
3. The Trust hereby covenants that it shall, from time to time, make,
acknowledge, execute and deliver, or cause to be made, acknowledged, executed
and delivered, such instruments, acts, consents, deeds, transfers, assignments,
powers and assurances as the Successor may reasonably require to more
effectively convey, transfer, assign, grant and vest in and to the Successor and
to put the Successor in possession of any of the Contributed Assets being
contributed, conveyed, assigned, granted, transferred and delivered hereunder.
B. Assumption of Liabilities
The Successor hereby agrees as follows:
1. Subject to the limitations contained herein, the Successor hereby
undertakes, assumes and agrees to perform, pay or discharge, to the extent not
heretofore performed, paid or discharged, the Trust's obligations and duties
under the following agreements:
(a) Indenture, dated as of July 1, 1997, as amended by the First
Amendment to Indenture and the Second Amendment to Indenture, each dated as
of May 27, 1999, and as supplemented by the First Supplemental Indenture,
dated as of May 27, 1999, among the Trust, the Subsidiaries of the Trust
named therein and The Huntington National Bank, a national banking
association, as Trustee, relating to the 9 1/2% Senior Notes due 2005.
(b) Credit Agreement, dated as of May 27, 1999, among The First
National Bank of Chicago, as Administrative Agent and Lender, the other
Lenders and co-agents named therein and the Trust.
(c) Indenture, dated as of May 27, 1999, between the Trust and The
Huntington National Bank, a national banking association, as Trustee,
relating to the 11% Senior Notes due 2007.
(d) Indenture, dated as of May 27, 1999, between the Trust and The
Huntington National Bank, a national banking association, as Trustee,
relating to the 12% Senior Subordinated Notes due 2009.
(e) The Prudential Policy.
2. Other than specifically set forth above, the Successor assumes no
obligations or liabilities of the Trust of any kind, nature, character or
description.
C. General
1. This Trust Contribution Agreement is made solely for the benefit of
the Trust, the Successor and their respective permitted successors and assigns,
and not for the benefit of any other party.
2. This Trust Contribution Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan.
[Signatures appear on the next page.]
3
IN WITNESS WHEREOF, the parties have caused this Trust Contribution
Agreement to be executed and delivered as of the date first above written.
VENTURE HOLDINGS TRUST
By: /s/ Michael G. Torakis
---- ---------------------------------
Michael G. Torakis, President
VENTURE HOLDINGS COMPANY LLC
By: /s/ James E. Butler
-------------------------------------
James E. Butler, Executive Vice
President