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EXHIBIT 10.7
SECURITY AGREEMENT
THIS SECURITY AGREEMENT, dated as of March 24, 1997 (this "Security
Agreement"), is made by KEY PLASTICS, INC., a Michigan corporation (the
"Company"), 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 Company has 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 Company.
B. Under the terms of the Credit Agreement, the Company has agreed to
grant to the Agent, for the benefit of itself and the Lenders, a security
interest, subject only to security interests expressly permitted by the Credit
Agreement, in and to the Collateral hereinafter described.
AGREEMENT
To secure (a) the prompt and complete payment of all indebtedness and
other obligations of the Company 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 the Lenders pursuant thereto, (b) the performance of the
covenants under the Credit Agreement and the Security Documents and any monies
expended by any Lender or the Agent in connection therewith, and (c) the prompt
and complete payment of all obligations and performance of all covenants of the
Company or any Subsidiary in connection with Swaps relating to indebtedness
under the Loan Documents (including any interest accruing subsequent to any
petition filed by or against the Company or any Subsidiary under the U.S.
Bankruptcy Code, whether or not allowed), indemnity and reimbursement
obligations, charges, expenses, fees, reasonable attorneys' fees and
disbursements and any other amounts owing under the Loan Documents including,
without limitation, all renewals, extensions, refinancings, refundings,
amendments and modifications of any of the obligations described in clauses (a)
through (c) above (all of the aforesaid indebtedness, obligations and
liabilities of the Company and its Subsidiaries being herein called the
"Secured Obligations", and all of the documents, agreements and instruments
among the Company, the Subsidiaries, the Agent, the Lenders, or any of them,
evidencing or securing the
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repayment of, or otherwise pertaining to, the Secured Obligations
including without limitation the Credit Agreement, the Notes and the Security
Documents, being herein collectively called the "Operative Documents"), for
value received and pursuant to the Credit Agreement, the Company hereby grants,
assigns and transfers to the Agent for the benefit of the Lenders a 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 Company's present and future accounts, documents,
instruments, general intangibles and chattel paper, including, but without
limitation, all of the Debtor's interest, now or hereafter, in Key Plastics
International L.L.C., Key Plastics Automotive L.L.C., Key Plastics Technology,
L.L.C., Key Mexico A, L.L.C. and Key Mexico B, L.L.C., including, without
limitation, the Debtor's member's interest therein, and all distributions and
proceeds of the foregoing, all accounts receivable, contract rights, all
deposit accounts and all monies and claims for money due or to become due to
the Company, security held or granted to the Company, and all assets described
in clause (d) below;
(b) All of the Company's furniture, fixtures, machinery and equipment,
whether now owned or hereafter acquired, and wherever located, and whether used
by the Company or any other person, or leased by the Company to any person and
whether the interest of Company is as owner, lessee or otherwise;
(c) All of the Company'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 Company;
(d) All other present and future assets of the Company (whether tangible
or intangible), including but not limited to all trademarks, tradenames,
service marks, patents, industrial designs, masks, trade names, trade secrets,
copyrights, franchises, customer lists, service marks, 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 xxx for past, present and future infringements thereof, all right, title and
interest of the Company as licensor under any of 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 Company
related in any way to the Collateral described in clauses (a), (b), (c) and (d)
above, including but not limited to any of
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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 Company
further represents, warrants, 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 Company shall be deemed to have
represented and warranted that (i) the Company is the lawful owner of such
Collateral and has the right and authority to subject the same to the security
interest of the Agent; (ii) other than Permitted Liens and lessors' interest
with respect to any security interest in any property leased by the Company as
lessee, none of the Collateral is subject to any Lien other than that in favor
of the Agent 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. When financing statements have been filed in the
appropriate offices against the Company, this Security Agreement will create in
favor of the Agent a valid security interest, subject only to Permitted Liens,
in that Collateral in which a security interest may be perfected by filing,
which security interest shall be enforceable against the Company and all third
parties and shall secure the payment of the Secured Obligations. All financing
statements necessary to perfect such security interest in the Collateral have
been delivered by the Company to the Agent for filing.
(b) Location of Offices, Records and Facilities. The Company's chief
executive office and chief place of business and the office where the Company
keeps its records concerning its accounts, contract rights, chattel papers,
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 Receivables, are located in the State of Michigan, County
of Oakland at 00000 Xxxxxxxx Xxxx, Xxxx, Xxxxxxxx 00000. The Company will
provide the Agent with prior written notice of any proposed change in the
location of its chief executive office. The Company's only other offices and
facilities are at the locations set forth in Schedule 1(b) hereto. The Company
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 Company are
located. The tax identification number of the Company is 00-0000000. The
name of the Company is Key Plastics, Inc., and the Company operates under no
other names except for A-Line Plastics Company, Superior Mold Builders,
Precision Mold and Del Craft Inc. The Company shall not change its name
without the prior written consent of the Agent.
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(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 Company 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 Company will keep the Collateral free at all times
from any and all liens, security interests or encumbrances other than Permitted
Liens and those consented to in writing by the Required Lenders. The Company
will not, without the prior written consent of the Agent, sell, lease, license,
transfer, assign or otherwise dispose, or permit or suffer to be sold, leased,
licensed, transferred, assigned or otherwise disposed, 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) or any other provision 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 kept or located.
(e) Insurance. The Company 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 Best and shall be in amounts
sufficient to protect the Agent 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, 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 Company 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 Unmatured Event or Event of Default (whether
before or after any event which caused any reimbursement under any liability
insurance) the Company may use the proceeds of such insurance solely to repair
or replace the property damaged.
(f) Taxes, Etc. The Company will pay promptly, and within the time that
they can be paid without interest or penalty, any taxes, assessments and
similar imposts and charges, except to the extent that payment of any of the
foregoing is then being contested in good faith by appropriate legal
proceedings and with respect to which adequate financial reserves have been
established on the books and records of the Company for payment thereof, which
are now or hereafter may become a Lien upon any of the Collateral. If the
Company fails to pay any such taxes, assessments or other imposts or charges or
fails to establish such
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adequate financial reserves on its books and records for payment thereof in
accordance with this Section, the Agent shall have the option to do so and the
Company agrees to repay forthwith all amounts so expended by the Agent with
interest at the Overdue Rate.
(g) Further Assurances. The Company 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 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 reasonably deemed necessary by the Agent, to establish and
determine the validity and the priority of the Agent's security interests. 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 Company. Attached hereto as Schedule 1(h)(ii) is a list of all
registered copyrights and all mask works and applications therefor owned by the
Company. Attached hereto as Schedule 1(h)(iii) is a list of all trademarks and
service marks owned by the Company. If the Company at any time owns any
additional patents, copyrights, mask works, trademarks or any applications
therefor not listed on such schedules, the Company 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) to include all future
patents, copyrights, mask works, trademarks 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 therein.
(i) Maintenance of Tangible Collateral. The Company will cause the
tangible Collateral material to the conduct of its business to be maintained
and preserved in good repair, working order and condition and from time to time
make, or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times in
accordance with customary and prudent business practices for similar
businesses. The Company shall promptly furnish to the Agent a statement
respecting any loss or damage to any of the tangible Collateral.
(j) Special Rights Regarding Receivables. Upon an Event of Default, the
Agent or any of its agents may verify, directly with each person (collectively,
the "Obligors") which owes any Receivables to the Company, 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, notify the Obligors of
the security interest of the Agent in the Collateral and/or direct such account
debtors 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. Upon an
Event of Default, the Company directs and authorizes any and all of its
present and
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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 Company and the Obligors. Upon an
Event of Default, the Company 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 Company, and any such
payment shall act as a discharge of any debt of such Obligor to the Company in
the same manner as if such payment had been made directly to the Company. The
Company agrees to take any and all action as the Agent may reasonably request
to assist the Agent in exercising the rights described in this Section.
(k) Maintenance of Intellectual Property and Other Intangible Collateral.
The Company shall preserve and maintain all rights of the Company and the Agent
in all material Intellectual Property and all other material intangible
Collateral, including without limitation the payment of all maintenance fees,
filing fees and the taking of all appropriate action at the Company'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 Company does not need to take
all such appropriate action if the Company has, or after event of default the
Required Lenders have, 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
Company would outweigh the benefits gained by such demand or enforcement.
2. Events of Default. The occurrence of any Event of Default under the
Credit Agreement shall be deemed an event of default under this Security
Agreement.
3. Remedies. Upon the occurrence of any event of default specified in
Paragraph 2 hereof, 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 Company 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 Company,
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 or any
Lender may be the purchaser at any such sale. The Company 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 Company hereby waives as to the Agent and each
Lender any right of marshaling of such Collateral and any other collateral for
the Secured Obligations. To this
SECURITY AGREEMENT
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end, the Company hereby expressly agrees that any such collateral or other
security of the Company or any other party which the Agent may hold, or which
may come to any of the Lenders or any of their possession, may be dealt with in
all respects and particulars as though this Security Agreement were not in
existence. The Company shall be liable for any deficiency remaining after
disposition of the Collateral.
4. Special Remedies Concerning Certain Collateral.
(a) Upon the occurrence of any event of default, the Company 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 Company on account of, in
payment of, or in connection with, any of the Collateral, (ii) hold all
payments in the form received by the Company as trustee for the Agent, without
commingling with any funds belonging to the Company, 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 Company shall, if
requested to do so, and to the extent so requested, notify all Obligors and
other persons with obligations to the Company on account of or in connection
with any of the Collateral of the security interest of the Agent 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 Company (i) hereby irrevocably constitutes and appoints
the Agent its true and lawful attorney, for and in the Company's name, place
and stead, to collect, demand, receive, xxx 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 Company, 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 Company's
mail to an address designated by the Agent, and the Agent may receive, open and
dispose of all mail addressed to the Company. 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
SECURITY AGREEMENT
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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 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 Company 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 same; nor
will the Company, 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 of default shall be effective unless in
writing executed by the Agent and waiver of any default 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 Company 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 Company hereby submits to and accepts generally and unconditionally the
jurisdiction of those courts with respect to its person and property, and
irrevocably appoints the Vice President-Finance of the Company, at the
Company'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
Company or by the mailing thereof by registered or certified mail, postage
prepaid to the Company 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 Company or its property in the courts
of any other jurisdiction. The Company 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
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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 neither assumes nor shall it
have any duty of performance or other responsibility under any contracts in
which the Agent has or obtains a security interest hereunder. If the Company
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 Company under paragraph 12. The powers conferred on the Agent
hereunder are solely to protect its interests 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 and except as otherwise required under applicable law,
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 Company agrees to indemnify the Agent as provided in the Credit
Agreement.
(b) The Company 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 Company 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 Company, its successors and assigns, and inure, together with the
rights and remedies of the Agent
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hereunder, to the benefit of the Agent and its 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 Company.
14. Waiver of Jury Trial. The Agent and the Lenders, in accepting this
Security Agreement, and the Company, 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
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 Company 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 either the Agent, the Lenders or the
Company except by a written instrument executed by all of them.
IN WITNESS WHEREOF, the Company has caused this Security Agreement to be
duly executed as of the day and year first set forth above.
KEY PLASTICS, INC.
By: Xxxx X. Xxxx
--------------------------------
Xxxx X. Xxxx
Its: Treasurer and Assistant Secretary
Accepted and Agreed:
NBD BANK, as Agent and
on behalf of the Lenders
By: [SIG]
-----------------------------
Its: Vice President
-----------------------------
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MICHIGAN )
) ss.
COUNTY OF XXXXX )
The foregoing Security Agreement was acknowledged before me on this
24th day of March, 1997 by Xxxx X. Xxxx, the Treasurer and Assistant
Secretary of Key Plastics, Inc., a Michigan corporation, on behalf of said
corporation.
(Seal) Notary Public
Xxxxxx X. Xxxxxx
----------------------
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MICHIGAN )
) ss.
COUNTY OF XXXXX )
The foregoing Security Agreement was acknowledged before me on this
24th day of March, 1997 by Xxxxxx X. Xxxxx, the Vice President of
NBD Bank, as Agent, a Michigan banking corporation, on behalf of said
corporation.
(Seal) Notary Public
Xxxxxx X. Xxxxxx
----------------------
(Notary Seal)
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SCHEDULE 1(b) TO SECURITY AGREEMENT
List of Other Office and Facility Locations
------------------------------------------
Type of Office U.S.
Company of Facility Address City County State
------- -------------- ------- ---- ------ -----
Key Plastics, Inc. Mfg. 00000 Xx. Xxxxxx Xx. Xxxxxx Xxxx XX
Key Plastics, Inc. Painting and 0000 X. XxXxxxxx Xx. Xxxxxxxx Xxxx IN
Assembly
Key Plastics, Inc. Painting 000 Xxxxxxxx Xx. Xxxxxxxxxx Xxxxxxxx XX
Key Plastics, Inc. Mfg. 0000 Xxxxxxxxx Xx. Xxxx Xxxx XX
Key Plastics, Inc. Mfg. 0000 Xxxxxxxxx Xx. Xxxx Xxxx XX
Key Plastics, Inc. Mfg. 0000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx XX
Suite 100
Key Plastics, Inc. Mfg. 0000 X. Xxxxxxxxx Xx. Xxxxxxxx Xxxxxxx XX
Key Plastics, Inc. Mfg. 00000 Xxxxxxxx Xx. Xxxxxxxx Xxxxx XX
Key Plastics, Inc. Mfg. 0000 Xxxxxxxx Xx. Xxxxx Xxxx St. Xxxxxx IN
Key Plastics, Inc. 0000 Xxxxx Xxxxxxx Xxxxx Xxxx St. Xxxxxx IN
Key Plastics, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxx St. Xxxxxx IN
Key Plastics de Mexico Mfg. Xxxxxx Xxxx No. 300 Chihuahua MX
S. de X.X. de C.V. C.P. 31109
Complejo Industrial
Chihuahua
Clearplas, Ltd. Mfg. Xxxxxx Road, Exhall West Midlands England
Coventry
Key Plastics, Inc. Sales 00 Xxxxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx
Materias Plasticas, Mfg. and Sede 0000 Xxxxxx Xxxxxxxx
S.A. Painting Vale Xx Xxxxxxx-Xxxxxx
-12-
13
SCHEDULE 1(c)(i) TO SECURITY AGREEMENT
List of Inventory Locations
If Leased or Warehoused,
U.S. Name and Address of
Address City County State Lessor/Warehouseman
------- ---- ------ ----- ------------------------
00000 Xxxxxxxx Xx. Xxxx Xxxxxxx XX X.X. Xxxx, Trustee
c/o Midland Properties, Inc.
0000 X. Xxxxxxxxx Xx.,
Xxxxx 000
Xxxxxxxxxxx, XX 00000
0000 Xx. Xxxxxx Xx. Xxxxxx Xxxx XX
0000 X. XxXxxxxx Xx. Xxxxxxxx Xxxx Xxxx IN
000 Xxxxxxxx Xx. Xxxxxxxxxx Xxxxxxxx XX
0000 Xxxxxxxxx Xx. Xxxx Xxxx XX
0000 Xxxxxxxxx Xx. Xxxx Xxxx XX
0000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx XX Riviera Die & Tool, Inc.
Xxxxx 000 0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx, XX
7540 S. Homestead Xx. Xxxxxxxx Steuben IN
00000 Xxxxxxxx Xx. Xxxxxxxx Xxxxx XX
3603 Progress Dr. South Bend St. Xxxxxx IN
0000 X. Xxxxxxx Xxxxx Xxxx St. Xxxxxx IN
0000 Xxxxxxxxxx Xx. Xxxxx Xxxx St. Xxxxxx IN
Xxxxxx Xxxx No. 300 Chihuahua MX
C.P. 31109
Complejo Industrial
Chihuahua
Xxxxxx Road, Exhall West Midlands England Xxxxx Estates Limited
Xxxxxxxx Xx. Xxxxxxxx Xxxxxxxx
Xxxxxxxxxxxx XX00 0XX
00 Xxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx
Sede 0000 Xxxxxx Xxxxxxxx
Xxxx Xx Xxxxxxx-Xxxxxx
-13-
14
SCHEDULE 1(c)(ii) TO SECURITY AGREEMENT
List of Fixtures, Machinery and Equipment Locations
Legal Description, Record
U.S. Owner and Tax Parcel No.
Address City County State (if fixtures are at this location)
------- ---- ------ ----- ----------------------------------
00000 Xxxxxxxx Xx. Xxxx Xxxxxxx XX
0000 Xx. Xxxxxx Xx. Xxxxxx Xxxx XX
0000 X. XxXxxxxx Xx. Xxxxxxxx Xxxx Xxxx IN
000 Xxxxxxxx Xx. Xxxxxxxxxx Xxxxxxxx XX
0000 Xxxxxxxxx Xx. Xxxx Xxxx XX
0000 Xxxxxxxxx Xx. Xxxx Xxxx XX
0000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxx XX
Xxxxx 000
0000 X. Xxxxxxxxx Xx. Xxxxxxxx Steuben IN
00000 Xxxxxxxx Xx. Xxxxxxxx Xxxxx XX
3603 Progress Dr. South Bend St. Xxxxxx IN
0000 X. Xxxxxxx Xxxxx Xxxx St. Xxxxxx IN
0000 Xxxxxxxxxx Xx. Xxxxx Xxxx St. Xxxxxx IN
Xxxxxx Xxxx No. 300 Chihuahua MX
C.P. 31109
Complejo Industrial
Chihuahua
Xxxxxx Xxxx, Xxxxxx Xxxx Xxxxxxxx Xxxxxxx
Coventry
00 Xxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx
Sede 0000 Xxxxxx Xxxxxxxx
Xxxx Xx Xxxxxxx-Xxxxxx
-14-
15
SCHEDULE 1 (h)(i) TO SECURITY AGREEMENT
Patents and Applications
NONE.
SECURITY AGREEMENT
-15-
16
SCHEDULE 1 (h)(ii) TO SECURITY AGREEMENT
Copyrights, Maskworks and Applications
NONE.
SECURITY AGREEMENT
-16-
17
SCHEDULE 1(h)(iii) TO SECURITY AGREEMENT
Trademarks, Service Marks and Applications
NONE.
SECURITY AGREEMENT
-17-
