EXHIBIT 11
$63,000,000
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
Dated as of March 23, 2001
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
AS THE LENDERS
--------------
and
BANK OF AMERICA, N.A.
AS THE AGENT
------------
and
LDM TECHNOLOGIES, INC.
AS THE BORROWER
TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION OF THIS AGREEMENT ....................................................................... 1
1.1 Definitions ........................................................................................... 1
ARTICLE 2 LOANS AND LETTERS OF CREDIT ........................................................................... 28
2.1 Total Facility........................................................................................ 28
2.2 Revolving Loans....................................................................................... 28
2.3 [INTENTIONALLY OMITTED]............................................................................... 34
2.4 Letters of Credit..................................................................................... 34
ARTICLE 3 INTEREST AND FEES...................................................................................... 39
3.1 Interest.............................................................................................. 39
3.2 Conversion and Continuation Elections................................................................. 40
3.3 Maximum Interest Rate................................................................................. 41
3.4 Closing Fee........................................................................................... 41
3.5 Unused Line Fee....................................................................................... 42
3.6 Letter of Credit Fee.................................................................................. 42
3.7 Audit Fees............................................................................................ 42
ARTICLE 4 PAYMENTS AND PREPAYMENTS............................................................................... 42
4.1 Repayment of Revolving Loans.......................................................................... 42
4.2 Termination of Facility............................................................................... 43
4.3 [INTENTIONALLY OMITTED]............................................................................... 43
4.4 [INTENTIONALLY OMITTED]............................................................................... 43
4.5 [INTENTIONALLY OMITTED]............................................................................... 43
4.6 Payments by the Borrower.............................................................................. 43
4.7 Payments as Revolving Loans........................................................................... 44
4.8 Apportionment, Application and Reversal of Payments................................................... 44
4.9 Indemnity for Returned Payments....................................................................... 44
4.10 Agent's and Lenders' Books and Records; Monthly Statements............................................ 45
ARTICLE 5 TAXES, YIELD PROTECTION AND ILLEGALITY................................................................. 45
5.1 Taxes................................................................................................. 45
5.2 Illegality............................................................................................ 46
5.3 Increased Costs and Reduction of Return............................................................... 47
5.4 Funding Losses........................................................................................ 47
5.5 Inability to Determine Rates.......................................................................... 48
5.6 Certificates of Lenders............................................................................... 48
5.7 Survival.............................................................................................. 48
ARTICLE 6 COLLATERAL............................................................................................. 48
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6.1 Grant of Security Interest............................................................................ 48
6.2 Perfection and Protection of Security Interest........................................................ 49
6.3 Location of Collateral................................................................................ 50
6.4 Title to, Liens on, and Sale and Use of Collateral.................................................... 51
6.5 Appraisals............................................................................................ 51
6.6 Access and Examination; Confidentiality............................................................... 1
6.7 Collateral Reporting.................................................................................. 53
6.8 Accounts.............................................................................................. 53
6.9 Collection of Accounts; Payments...................................................................... 54
6.10 Inventory; Perpetual Inventory........................................................................ 55
6.11 Equipment............................................................................................. 56
6.12 Assigned Contracts.................................................................................... 57
6.13 Documents, Instruments, and Chattel Paper............................................................. 58
6.14 Right to Cure......................................................................................... 58
6.15 Power of Attorney..................................................................................... 58
6.16 The Agent's and Lenders' Rights, Duties and Liabilities............................................... 59
6.17 Effect of Amendment and Restatement on Article 6...................................................... 59
ARTICLE 7 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES...................................................... 59
7.1 Books and Records..................................................................................... 59
7.2 Financial Information................................................................................. 60
7.3 Notices to the Lenders................................................................................ 62
ARTICLE 8 GENERAL WARRANTIES AND REPRESENTATIONS................................................................. 64
8.1 Authorization, Validity, and Enforceability of this Agreement and the Loan...
Documents............................................................................................. 64
8.2 Validity and Priority of Security Interest............................................................ 65
8.3 Organization and Qualification........................................................................ 65
8.4 Corporate Name; Prior Transactions.................................................................... 65
8.5 Subsidiaries and Affiliates........................................................................... 65
8.6 Financial Statements and Projections.................................................................. 66
8.7 Capitalization........................................................................................ 66
8.8 Solvency.............................................................................................. 66
8.9 Debt.................................................................................................. 66
8.10 Distributions......................................................................................... 66
8.11 Title to Property..................................................................................... 67
8.12 Real Estate; Leases................................................................................... 67
8.13 Proprietary Rights Collateral......................................................................... 67
8.14 Trade Names and Terms of Sale......................................................................... 67
8.15 Litigation............................................................................................ 67
8.16 Restrictive Agreements................................................................................ 67
8.17 Labor Disputes........................................................................................ 68
8.18 Environmental Laws.................................................................................... 68
8.19 No Violation of Law................................................................................... 69
8.20 No Default............................................................................................ 69
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8.21 ERISA Compliance...................................................................................... 69
8.22 Taxes................................................................................................. 70
8.23 Regulated Entities.................................................................................... 70
8.24 Use of Proceeds; Margin Regulations................................................................... 70
8.25 Copyrights, Patents, Trademarks and Licenses, etc. ................................................... 70
8.26 No Material Adverse Change............................................................................ 70
8.27 Full Disclosure....................................................................................... 70
8.28 Material Agreements................................................................................... 71
8.29 Bank Accounts......................................................................................... 71
8.30 Governmental Authorization............................................................................ 71
8.31 Indenture..............................................................................................71
8.32 Subordination Provisions.............................................................................. 71
8.33 Bidding Status........................................................................................ 71
ARTICLE 9 AFFIRMATIVE AND NEGATIVE COVENANTS..................................................................... 71
9.1 Taxes and Other Obligations........................................................................... 71
9.2 Corporate Existence; Good Standing.................................................................... 72
9.3 Compliance with Law and Agreements; Maintenance of Licenses........................................... 72
9.4 Maintenance of Property............................................................................... 72
9.5 Insurance............................................................................................. 72
9.6 Condemnation.......................................................................................... 74
9.7 Environmental Laws.................................................................................... 74
9.8 Compliance with ERISA................................................................................. 75
9.9 Mergers, Consolidations or Sales...................................................................... 75
9.10 Distributions; Capital Change; Restricted Investments................................................. 75
9.11 Transactions Affecting Collateral or Obligations...................................................... 75
9.12 Guaranties............................................................................................ 75
9.13 Debt.................................................................................................. 76
9.14 Prepayments; Amendments............................................................................... 76
9.15 Transactions with Affiliates.......................................................................... 76
9.16 Investment Banking and Finder's Fees.................................................................. 77
9.17 [INTENTIONALLY OMITTED]............................................................................... 77
9.18 Business Conducted.................................................................................... 77
9.19 Liens................................................................................................. 77
9.20 Sale and Leaseback Transactions....................................................................... 77
9.21 Acquisitions; Investments in New Subsidiaries......................................................... 77
9.22 Fiscal Year........................................................................................... 77
9.23 Capital Expenditures.................................................................................. 77
9.24 Operating Lease Obligations........................................................................... 78
9.25 Fixed Charge Coverage Ratio........................................................................... 78
9.26 Net Loss.............................................................................................. 78
9.27 Use of Proceeds....................................................................................... 78
9.28 Further Assurances.................................................................................... 78
9.29 Canadian Tax Matters.................................................................................. 78
9.30 Amendment to Agreements............................................................................... 79
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ARTICLE 10 CONDITIONS OF LENDING.................................................................................. 79
10.1 Conditions Precedent to Effectiveness of this Agreement............................................... 79
10.2 Conditions Precedent to Each Loan..................................................................... 81
ARTICLE 11 DEFAULT; REMEDIES...................................................................................... 81
11.1 Events of Default..................................................................................... 81
11.2 Remedies.............................................................................................. 84
ARTICLE 12 TERM AND TERMINATION................................................................................... 85
12.1 Term and Termination.................................................................................. 85
ARTICLE 13 AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS;
SUCCESSORS............................................................................................. 86
13.1 No Waivers; Cumulative Remedies....................................................................... 86
13.2 Amendments and Waivers................................................................................ 86
13.3 Assignments; Participations........................................................................... 87
ARTICLE 14 THE AGENT.............................................................................................. 88
14.1 Appointment and Authorization......................................................................... 88
14.2 Delegation of Duties................................................................................... 89
14.3 Liability of Agent.................................................................................... 89
14.4 Reliance by Agent..................................................................................... 89
14.5 Notice of Default..................................................................................... 90
14.6 Credit Decision....................................................................................... 90
14.7 Indemnification....................................................................................... 91
14.8 Agent in Individual Capacity.......................................................................... 91
14.9 Successor Agent....................................................................................... 91
14.10 Withholding Tax....................................................................................... 92
14.11 [INTENTIONALLY OMITTED]............................................................................... 93
14.12 Collateral Matters.................................................................................... 93
14.13 Restrictions on Actions by Lenders; Sharing of Payments............................................... 94
14.14 Agency for Perfection................................................................................. 95
14.15 Payments by Agent to Lenders.......................................................................... 95
14.16 Concerning the Collateral and the Related Loan Documents.............................................. 95
14.17 Field Audit and Examination Reports; Disclaimer by Lenders............................................ 95
ARTICLE 15 MISCELLANEOUS.......................................................................................... 96
15.1 Cumulative Remedies; No Prior Recourse to Collateral.................................................. 96
15.2 Severability.......................................................................................... 96
15.3 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver................................. 96
15.4 Waiver of Jury Trial.................................................................................. 98
15.5 Survival of Representations and Warranties............................................................ 99
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15.6 Other Security and Guaranties......................................................................... 99
15.7 Fees and Expenses..................................................................................... 99
15.8 Notices...............................................................................................100
15.9 Waiver of Notices.................................................................................... 101
15.10 Binding Effect....................................................................................... 101
15.11 Indemnity of the Agent and the Lenders by the Borrower............................................... 101
15.12 Final Agreement...................................................................................... 101
15.13 Amendment and Restatement............................................................................ 102
15.14 Counterparts......................................................................................... 102
15.15 Captions............................................................................................. 102
15.16 Right of Setoff...................................................................................... 102
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SCHEDULES
Schedule 1.1 Commitments
Schedule 6.3 State of Formation; Chief Executive Office Location:
Records Locations; Collateral Locations
Schedule 8.3 Foreign Qualification Locations
Schedule 8.4 Prior Names of Borrower
Schedule 8.5 Subsidiaries and Affiliates
Schedule 8.9 Existing Debt
Schedule 8.12 Real Estate
Schedule 8.13 Proprietary Rights
Schedule 8.14 Trade Names
Schedule 8.17 Labor Disputes
Schedule 8.18 Environmental Matters
Schedule 8.25 Intellectual Property Disputes
Schedule 8.28 Material Agreements
Schedule 8.29 Bank Accounts
Schedule 9.19 Existing Liens
EXHIBITS
Exhibit A Form of Borrowing Base Certificate
Exhibit B [INTENTIONALLY OMITTED]
Exhibit C Form of Notice of Borrowing
Exhibit D Form of Notice of Conversion/Continuation
Exhibit E Form of Assignment and Acceptance
Exhibit F Form of Compliance Certificate
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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Amended and Restated Loan and Security Agreement, dated as of March 23,
2001, among the financial institutions listed on the signature pages hereof
(such financial institutions, together with their respective successors and
assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), Bank of America, N.A., as agent for the Lenders
(in its capacity as agent, the "Agent"), and LDM Technologies, Inc., a Michigan
corporation, with offices at 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx
00000 (the "Borrower").
WITNESSETH:
WHEREAS, the Borrower is party to a Loan and Security Agreement dated
as of January 22, 1997 (as heretofore amended, supplemented or otherwise
modified, the "Prior Credit Agreement") pursuant to which the Lenders signatory
thereto have provided to the Borrower aggregate commitments not to exceed
Sixty-Three Million Dollars ($63,000,000) on the terms and conditions set forth
therein;
WHEREAS, the Borrower, the Agent and the Lenders wish to amend and
restate the Prior Credit Agreement to incorporate certain changes thereto;
WHEREAS, the Lenders wish to continue to make available to the Borrower
a revolving line of credit for loans and letters of credit in an amount not to
exceed $63,000,000 and which extensions of credit the Borrower will use for its
working capital needs and general business purposes of the Borrower and its
Subsidiaries;
WHEREAS, the Lenders have agreed to continue to make available to the
Borrower a revolving credit facility upon the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Agreement, and for good and valuable
consideration, the receipt of which is hereby acknowledged, the Lenders, the
Agent, and the Borrower hereby agree as follows.
ARTICLE 1
INTERPRETATION OF THIS AGREEMENT
1.1 Definitions. As used herein:
"Account Debtor" means each Person obligated in any way on or
in connection with an Account.
"Accounts" means all of the Borrower's and LDM Canada's now
owned or hereafter acquired or arising accounts, and any other rights to payment
for the sale or lease of goods or rendition of services, whether or not they
have been earned by performance.
"Adjusted Net Earnings from Operations" means, with respect to
any fiscal period of the Borrower, the Borrower's consolidated net income after
provision for income taxes for such fiscal period, as determined in accordance
with GAAP and reported on the Financial Statements for such period, less any and
all of the following included in such net income: (a) gain or loss arising from
the sale of any capital assets; (b) gain arising from any write-up in the book
value of any asset; (c) earnings of any corporation, substantially all the
assets of which have been acquired by the Borrower or any Subsidiary in any
manner, to the extent realized by such other corporation prior to the date of
acquisition; (d) earnings of any business entity in which the Borrower or any
Subsidiary has an ownership interest unless (and only to the extent) such
earnings shall actually have been received by the Borrower or any Subsidiary in
the form of cash distributions; (e) earnings of any Person to which assets of
the Borrower or any Subsidiary shall have been sold, transferred or disposed of,
or into which the Borrower shall have been merged, or which has been a party
with the Borrower or any Subsidiary to any consolidation or other form of
reorganization, prior to the date of such transaction; (f) gain arising from the
acquisition of debt or equity securities of the Borrower or any Subsidiary or
from cancellation or forgiveness of Debt; and (g) gain arising from
extraordinary items, as determined in accordance with GAAP, or from any other
non-recurring transaction.
"Affiliate" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person shall be deemed to control another Person
if the controlling Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract, or
otherwise. Notwithstanding anything contained in the previous sentence to the
contrary, Affiliate shall include DBM and Como.
"Agent" means Bank of America, N.A., solely in its capacity as
agent for the Lenders, and shall include any successor agent.
"Agent Advances" has the meaning specified in Section 2.2(i).
"Agent's Liens" means the Liens granted to the Agent, for the
ratable benefit of the Lenders, Bank of America, and Agent pursuant to this
Agreement and the other Loan Documents.
"Agent-Related Persons" means the Agent and any successor
agent, together with their respective Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.
"Agreement" means this Amended and Restated Loan and Security
Agreement.
"Anniversary Date" means each anniversary of the Closing Date.
"Applicable Margins" shall mean (i) .50% per annum with
respect to Base Rate Loans and (ii) 2.25% per annum with respect to LIBOR
Rate Loans.
"Assigned Contracts" means, collectively, all of the
Borrower's and LDM Canada's rights and remedies under, and all moneys and
claims for money due or to become due
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to the Borrower or LDM Canada under any contract, and any and all amendments,
supplements, extensions, and renewals thereof including, without limitation,
all rights and claims of the Borrower or LDM Canada now or hereafter existing:
(i) under any insurance (other then key-man life insurance on which the
Borrower is the beneficiary), indemnities, warranties, and guarantees provided
for or arising out of or in connection with any of the foregoing agreements;
(ii) for any damages arising out of or for breach or default under or in
connection with any of the foregoing contracts; (iii) to all other amounts from
time to time paid or payable under or in connection with any of the foregoing
agreements; or (iv) to exercise or enforce any and all covenants, remedies,
powers and privileges thereunder.
"Assignee" has the meaning specified in Section 13.3(a).
"Assignment and Acceptance" has the meaning specified in
Section 13.3(a).
"Attorney Costs" means and includes all reasonable fees,
expenses and disbursements of any law firm or other external counsel engaged by
the Agent, the allocated cost of internal legal services of the Agent and all
expenses and disbursements of internal counsel of the Agent.
"BACF Subordination Agreement" means that certain
Subordination Agreement, dated as of December 9, 1999, between the Borrower and
Bane of America Commercial Finance Corporation through its Commercial Funding
Division ("BACF"), as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms of this
Agreement, which was subsequently assigned to and assumed by Xxxxx Fargo Bank
pursuant to an assignment agreement by and between BACF and Xxxxx Fargo Bank.
"BANA" means Bank of America, N.A., a national banking
association, or any successor entity thereto.
"BANA Loan" and "BANA Loans" have the meanings specified in
Section 2.2(h).
"Bank of America" means Bank of America, N.A., a national
banking association, or any successor entity thereto.
"Bankruptcy Code" means Title 11 of the United States Code (11
U.S.C. SS. 101 et seq.).
"Base Rate" means, for any day, the higher of: (a) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America in Charlotte, North Carolina, as its "reference rate" (the
"reference rate" being a rate set by Bank of America based upon various factors
including Bank of America's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate), or (b)
one-half percent (0.50%) per annum above the latest Federal Funds Rate. Any
change in the reference rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change. Each Interest Rate based upon the Base Rate shall be adjusted
simultaneously with any change in the Base Rate.
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"Base Rate Loan" means a Revolving Loan during any period in
which it bears interest at the Base Rate.
"Borrower" has the meaning specified in the introductory
paragraph hereof.
"Borrowing" means a borrowing hereunder consisting of
Revolving Loans made on the same day by the Lenders to the Borrower (or by Bank
of America in the case of a Borrowing funded by BANA Loans) or by the Agent in
the case of a Borrowing consisting of an Agent Advance.
"Borrowing Base" means the sum of:
(a) up to eighty-five percent (85%) of the Net Amount of
Eligible Accounts of the Borrower; plus
(b) up to eighty-five percent (85%) of the Net Amount of
Eligible Tooling Receivables of the Borrower; plus
(c) up to sixty percent (60%) of the book value of the
Borrower's Eligible Inventory (valued at the lower of
cost or market on a First-In First-Out basis); provided
that advances attributable to this clause (c) shall not
exceed $12,000,000; less
(i) reserves established by the Borrower for accrued
interest on outstanding Revolving Loans;
(ii) a reserve established by the Borrower for
customer deposits reflected on the Borrower's
books and records;
(iii) reserves established by the Borrower with respect
to any rebate arrangement between the Borrower or
any of its Subsidiaries and the Ford Motor
Company or any of its Affiliates;
(iv) a reserve established by the Agent in the amount
of Borrower's Interest Rate Swap Exposure, as
determined by Agent in its sole discretion on
each Friday (or other day of the week that Agent
shall determine); and
(iv) all other reserves which the Agent in its
reasonable credit judgment deems necessary to
establish and maintain with respect to the
Borrower's account upon at least one (1) Business
Day's prior notice thereof to the Borrower,
including, without limitation, any amounts which
the Agent may need to pay for the account of the
Borrower in order to preserve the value of the
Collateral and/or the priority of the Agent's
Lien in the Collateral consistent with the terms
of this Agreement and the other Loan Documents.
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"Borrowing Base Certificate" means a certificate regarding the
Borrower's Borrowing Base and the LDM Canada Borrowing Base in the form of
Exhibit A hereto.
"Business Day" means (a) any day that is not a Saturday,
Sunday, or a day on which banks in Chicago, Illinois or Charlotte, North
Carolina, are required or permitted to be closed, and (b) with respect to all
notices, determinations, fundings and payments in connection with the LIBOR
Rate or LIBOR Rate Loans, any day that is a Business Day pursuant to clause (a)
above and that is also a day on which trading is carried on by and between
banks in the London interbank market.
"Capital Adequacy Regulation" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other
law, rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a
bank.
"Capital Expenditures" means, all payments due (whether or not
paid) during a Fiscal Year in respect of the cost of any fixed asset or
improvement, or replacement, substitution, or addition thereto, which has a
useful life of more than one year, including, without limitation, those costs
arising in connection with the direct or indirect acquisition of such asset by
way of increased product or service charges or offset items or in connection
with a Capital Lease.
"Capital Lease" means any lease of property by the Borrower or
any Subsidiary which, in accordance with GAAP, is or should be capitalized on
the Borrower's consolidated balance sheet or for which the amount of the asset
and liability thereunder, as if so capitalized, should be disclosed in a
footnote to such balance sheet.
"Change of Control" means a "change of control" as defined in
the Indenture as in effect on the date hereof.
"Closing Date" means the date of this Agreement.
"Closing Fee" has the meaning specified in Section 3.4.
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute, and regulations promulgated
thereunder.
"Collateral" has the meaning specified in Section 6.1.
"Commitment" means, at any time with respect to a Lender, the
principal amount set forth opposite such Lender's name on Schedule 1.1.
Schedule 1.l shall be automatically amended from time to time to give effect
to the addition of any new Lenders in accordance with the provisions of Section
13.3, and "Commitments" means, collectively, the aggregate amount of the
commitments of all of the Lenders.
"Compliance Certificate" means a certificate in the form of
Exhibit F hereto.
"Como" means New GLI, Inc., d/b/a Como Products Corporation.
5
"Contaminant" means any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos in any form or condition, polychlorinated
biphenyls ("PCBs"), or any constituent of any such substance or waste.
"DBM" means DBM Technologies, LLC, a Michigan limited
liability company.
"DBM Administrative Services Agreement" means that certain
Administrative Services Agreement, dated as of December 31, 1998, between the
Borrower and DBM, as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms of this
Agreement.
"DBM Investment" means the equity investment of the Borrower
in DBM, whereby the Borrower owns a forty-nine percent (49%) membership
interest in DBM, in the form held by the Borrower as of December 31, 1998.
"DBM Sales Commission Agreement" means that certain Sales
Commission Agreement, dated as of December 8, 1999, between the Borrower and
DBM, as the same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms of this Agreement.
"Debt" means all liabilities, obligations and indebtedness of
the Borrower or any of its Subsidiaries to any Person, of any kind or nature,
now or hereafter owing, arising, due or payable, howsoever evidenced, created,
incurred, acquired or owing, whether primary, secondary, direct, contingent,
fixed or otherwise, and including, without in any way limiting the generality
of the foregoing: (i) the Borrower's or any Subsidiary's liabilities and
obligations to trade creditors; (ii) all Obligations; (iii) all obligations and
liabilities of any Person secured by any Lien on the Borrower's or any
Subsidiary's property, even though the Borrower or such Subsidiary shall not
have assumed or become liable for the payment thereof; provided, however, that
all such obligations and liabilities which are limited in recourse to such
property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of the Borrower prepared in
accordance with GAAP; (iv) all obligations or liabilities created or arising
under any Capital Lease or conditional sale or other title retention agreement
with respect to property used or acquired by the Borrower or any of its
Subsidiaries, even if the rights and remedies of the lessor, seller or lender
thereunder are limited to repossession of such property; provided, however,
that all such obligations and liabilities which are limited in recourse to such
property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of the Borrower prepared in
accordance with GAAP; (v) all accrued pension fund and other employee benefit
plan obligations and liabilities; (vi) all obligations and liabilities under
Guaranties; and (vii) deferred taxes.
"Default" means any event or circumstance which, with the
giving of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default.
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"Default Rate" means a fluctuating per annum interest rate at
all times equal to the sum of (a) the otherwise applicable Interest Rate plus
(b) two percent (2%). Each Default Rate shall be adjusted simultaneously with
any change in the applicable Interest Rate. In addition, with respect to Letters
of Credit, the Default Rate shall mean an increase in the Letter of Credit Fee
by two percent (2%).
"Distribution" means, in respect of any corporation: (a) the
payment or making of any dividend or other distribution of property in respect
of capital stock (or any options or warrants for such stock) of such
corporation, other than distributions in capital stock (or any options or
warrants for such stock) of the same class; or (b) the redemption or other
acquisition of any capital stock (or any options or warrants for such stock) of
such corporation.
"DOL" means the United States Department of Labor or any
successor department or agency.
"Dollar" and "$" means dollars in the lawful currency of the
United States.
"EBITDA" means with respect to the Borrower, on a consolidated
basis (excluding Como, DBM and LDM Germany), for any period, Adjusted Net
Earnings from Operations, plus the sum of (i) interest expenses, whether paid
or accrued, (ii) depreciation, (iii) amortization, (iv) income taxes paid or
accrued with respect to such period, and (v) other non-cash expenses
(including, without limitation, amortization of goodwill, deferred financing
fees, LIFO reserve adjustments and other intangibles), each to the extent
deducted in determining the Borrower's Adjusted Net Earnings from Operations
for that period, less non-cash income included in the calculation of Adjusted
Net Earnings from Operations for that period.
"Eligible Accounts" means all Accounts which the Agent in the
exercise of its reasonable commercial discretion determines to be Eligible
Accounts. Without limiting the discretion of the Agent to establish other
criteria of ineligibility, Eligible Accounts shall not include any Account:
(a) with respect to which more than ninety (90) days
have elapsed since the date of the original invoice therefor or it is
more than sixty (60) days past due;
(b) with respect to which any of the representations,
warranties, covenants, and agreements contained in Section 6.8 are not
or have ceased to be complete and correct or have been breached;
(c) with respect to which, in whole or in part, a
check, promissory note, draft, trade acceptance or other instrument
for the payment of money has been received, presented for payment and
returned uncollected for any reason;
(d) which represents a progress billing (as
hereinafter defined) or as to which the Borrower or LDM Canada has
extended the time for payment without the consent of the Agent; for
the purposes hereof, "progress billing" means any invoice for goods
sold or leased or services rendered under a contract or agreement
pursuant to which the Account Debtor's obligation to pay such invoice
is conditioned upon the
7
Borrower's or LDM Canada's completion of any further performance under the
contract or agreement;
(e) as to which any one or more of the following events has
occurred with respect to the Account Debtor on such Account: death or judicial
declaration of incompetency of an Account Debtor who is an individual; the
filing by or against the Account Debtor of a request or petition for
liquidation, reorganization, arrangement, adjustment of debts, adjudication as
a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or
similar laws of the United States, Canada, any state, province or territory
thereof, or any foreign jurisdiction, now or hereafter in effect; the making of
any general assignment by the Account Debtor for the benefit of creditors; the
appointment of a receiver or trustee for the Account Debtor or for any of the
assets of the Account Debtor, including, without limitation, the appointment of
or taking possession by a "custodian," as defined in the Federal Bankruptcy
Code; the institution by or against the Account Debtor of any other type of
insolvency proceeding (under the bankruptcy laws of the United States or
otherwise) or of any formal or informal proceeding for the dissolution or
liquidation of, settlement of claims against, or winding up of affairs of, the
Account Debtor; the sale, assignment, or transfer of all or any material part
of the assets of the Account Debtor; the nonpayment generally by the Account
Debtor of its debts as they become due; or the cessation of the business of the
Account Debtor as a going concern;
(f) if fifty percent (50%) or more of the aggregate dollar
amount of outstanding Accounts owed at such time by the Account Debtor thereon
is classified as ineligible under the other criteria set forth herein or
otherwise established by the Agent;
(g) owed by an Account Debtor which: (i) does not maintain its
chief executive office in the United States or Canada; or (ii) is not organized
under the laws of the United States, Canada or any state or province thereof;
or (iii) is the government of any foreign country or sovereign state, or of any
state, province, municipality, or other political subdivision thereof, or of
any department, agency, public corporation, or other instrumentality thereof;
except to the extent that such Account is secured or payable by a letter of
credit satisfactory to the Agent in its discretion;
(h) owed by an Account Debtor which is an Affiliate or
employee of the Borrower or LDM Canada;
(i) except as provided in (k) below, as to which either the
perfection, enforceability, or validity of the Agent's Lien in such Account, or
the Agent's right or ability to obtain direct payment to the Agent of the
proceeds of such Account, is governed by any federal, state, or local statutory
requirements other than those of the UCC or as to LDM Canada, the PPSA;
(j) which is owed by an Account Debtor to which the Borrower
or LDM Canada is indebted in any way, or which is subject to any right of
setoff or recoupment by the Account Debtor, unless the Account Debtor has
entered into an agreement acceptable to the Agent to waive setoff rights; or if
the Account Debtor
8
thereon has disputed liability or made any claim with respect to any other
Account due from such Account Debtor; but in each such case only to the extent
of such indebtedness, setoff, recoupment, dispute, or claim;
(k) which is owed by the government of the United States of
America, or Canada, or any department, agency, public corporation, or other
instrumentality thereof, unless in the case of an Account owing by the United
States of America the Federal Assignment of Claims Act of 1940, as amended (31
U.S.C. SS. 3727 et. seq.), and any other steps necessary to perfect the Agent's
Lien therein, have been complied with to the Agent's satisfaction with respect
to such Account;
(l) which is owed by any province, state, municipality, or
other political subdivision of the United States of America or Canada, or any
department, agency, public corporation, or other instrumentality thereof and as
to which the Agent determines that its Lien therein is not or cannot be
perfected;
(m) which represents a sale on a xxxx-and-hold, guaranteed
sale, sale and return, sale on approval, consignment, or other repurchase or
return basis;
(n) which is evidenced by a promissory note or other
instrument or by chattel paper;
(o) if Agent believes, in the exercise of its reasonable
judgment, that the prospect of collection of such Account is impaired or that
the Account may not be paid by reason of the Account Debtor's financial
inability to pay;
(p) with respect to which the Account Debtor is located in the
states of New Jersey, Minnesota, West Virginia, or any other state requiring
the filing of a Business Activity Report or similar document in order to bring
suit or otherwise enforce its remedies against such Account Debtor in the
courts or through any judicial process of such state, unless Borrower or LDM
Canada, as applicable, has qualified to do business in New Jersey, Minnesota,
West Virginia, or such other states, or has filed a Notice of Business
Activities Report with the applicable division of taxation, the department of
revenue, or with such other state offices, as appropriate, for the then-current
year, or is exempt from such filing requirement;
(q) arises out of a sale not made in the ordinary course of
the Borrower's or LDM Canada's business;
(r) the goods giving rise to such Account have not been
shipped and delivered to and accepted by the Account Debtor or the services
giving rise to such Account have not been performed by the Borrower or LDM
Canada, and, if applicable, accepted by the Account Debtor, or the Account
Debtor revokes its acceptance of such goods or services;
(s) is owed by an Account Debtor (other than Ford Motor
Company, General Motors Corporation and Chrysler Corporation) which is
obligated to the Borrower respecting Accounts the aggregate unpaid balance of
which exceeds fifteen
9
percent (15%) of the aggregate unpaid balance of all Accounts owed to
the Borrower at such time by all of the Borrower's Account Debtors, but
only to the extent of such excess;
(t) arises out of a contract or order which, by its
terms, forbids, restricts or makes void or unenforceable the granting
of a Lien by the Borrower or LDM Canada to the Agent with respect to
such Account;
(u) which is not subject to a first priority and
perfected security interest in favor of the Agent for the benefit of
the Lenders;
(v) which arise from changes in molds that have not
been approved by the applicable Account Debtor; or
(w) is an Eligible Tooling Receivable.
If any Account at any time ceases to be an Eligible Account by reason of any of
the foregoing exclusions or any failure to meet any other eligibility criteria
established by the Agent in the exercise of its reasonable discretion then such
Account shall promptly be excluded from the calculation of Eligible Accounts.
"Eligible Inventory" means Inventory, valued at the lower of
cost or market, that constitutes raw materials and first quality finished goods
and that:
(a) is not, in the Agent's reasonable opinion,
obsolete or unmerchantable;
(b) is located at premises owned by the Borrower or
LDM Canada or on premises otherwise reasonably acceptable to the Agent,
provided, however, that Inventory located on premises leased to the
Borrower or LDM Canada shall not be Eligible Inventory unless the
Borrower or LDM Canada, as applicable, shall have delivered to the
Agent a written waiver, duly executed on behalf of the appropriate
landlord and in form and substance acceptable to the Agent, of all
Liens which the landlord for such premises may be entitled to assert
against such Inventory;
(c) upon which the Agent for the benefit of the
Lenders has a first priority perfected security interest;
(d) is not work-in-process, spare parts, packaging
and shipping materials, supplies, xxxx-and-hold Inventory, returned or
defective Inventory, or Inventory delivered to the Borrower or LDM
Canada on consignment;
(e) is not slow-moving Inventory; and
(f) the Agent, in the exercise of its reasonable
commercial discretion, deems eligible as the basis for Revolving Loans
based on such collateral and credit criteria as the Agent may from time
to time establish.
10
If any Inventory at any time ceases to be Eligible Inventory, such Inventory
shall promptly be excluded from the calculation of Eligible Inventory. For
purposes of determining Revolving Availability, Eligible Inventory shall be
valued at the lower of cost (on a first-in, first-out "FIFO" basis) or market
value.
"Eligible Tooling Receivable" means an Account arising out of
tooling used or designed by the Borrower or LDM Canada where:
(i) such tooling has been accepted by the Account
Debtor pursuant to its PPAP Program or similar program;
(ii) the Borrower or LDM Canada, as the case may be,
has completed all filings required by the Account Debtor's
PPAP Program or similar program with respect to such tooling;
(iii) the Account Debtor has accepted parts produced
by the Borrower or LDM Canada, as the case may be, using such
tooling; and
(iv) such Account meets the other criteria necessary
to be an Eligible Account.
"Environmental Compliance Reserve" means any reserves which
the Agent, after the Closing Date, establishes upon at least three (3) Business
Day's prior notice to the Borrower from time to time for amounts that are
reasonably likely to be expended by the Borrower in order for the Borrower and
its operations and property (a) to comply with any notice from a Governmental
Authority asserting material non-compliance with Environmental Laws, or (b) to
correct any such material non-compliance identified in a report delivered to
the Agent and the Lenders pursuant to Section 9.7.
"Environmental Laws" means all federal, state, provincial or
local laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case relating to environmental, health, safety and land use
matters.
"Environmental Lien" means a Lien in favor of any Governmental
Authority or any other Person for (1) any liability under any Environmental
Laws, or (2) damages arising from, or costs incurred by such Governmental
Authority or any other Person in response to, a Release or threatened Release
of a Contaminant into the environment.
"Equipment" means all of the Borrower's and LDM Canada's now
owned and hereafter acquired machinery, equipment, furniture, furnishings,
fixtures, and other tangible personal property (except Inventory), including
motor vehicles with respect to which a certificate of title has been issued,
aircraft, dies, tools, jigs, and office equipment, as well as all of such types
of property leased by the Borrower and LDM Canada and all of the Borrower's and
LDM Canada's rights and interests with respect thereto under such leases
(including, without limitation, options to purchase); together with all present
and future additions and accessions thereto, replacements therefor, component
and auxiliary parts and supplies used or to be used in
11
connection therewith, and all substitutes for any of the foregoing, and all
manuals, drawings, instructions, warranties and rights with respect thereto;
wherever any of the foregoing is located.
"ERISA" means the Employee Retirement Income Security Act of
1974, and regulations promulgated thereunder.
"ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).
"ERISA Event" means (a) a Reportable Event or Termination
Event with respect to a Pension Plan; (b) a withdrawal by the Borrower, any
Subsidiary or any ERISA Affiliate from a Pension Plan during a plan year in
which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or employer under the PBA or a cessation of operations which is treated as such
a withdrawal; (c) a complete or partial withdrawal by the Borrower, any
Subsidiary or any ERISA Affiliate from a Multi-employer Plan or Plan regulated
or governed by the PBA or notification that a Multi-employer Plan or Plan
regulated or governed by the PBA is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a
termination, or the commencement of proceedings by the PBGC or other applicable
Governmental Authority to terminate a Pension Plan or Multi-employer Plan; (e)
an event or condition which might reasonably be expected to constitute grounds
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multi-employer Plan; (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under
Section 4007 of ERISA, or PBA or other applicable law of any jurisdiction upon
the Borrower, any Subsidiary or any ERISA Affiliate; or (g) any failure to make
or remit any contribution when due in respect of any Plan.
"Event of Default" has the meaning specified in Section 11.1.
"Exchange Act" means the Securities and Exchange Act of 1934,
and regulations promulgated thereunder.
"Federal Funds Rate" means, for any day, the rate set forth in
the weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Agent of the rates for the last
transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York
City time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Agent.
"Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any successor thereto.
"Fee Letter" has the meaning specified in Section 3.4.
12
"Financial Statements" means, according to the context in
which it is used, the financial statements attached hereto, or any financial
statements required to be given to the Lenders pursuant to this Agreement.
"Fiscal Year" means the Borrower's fiscal year for financial
accounting purposes. The current Fiscal Year of the Borrower will end on
September 30, 2001.
"Fixed Assets" means Equipment and Real Estate of the Borrower
and LDM Canada.
"Fixed Charges" means as to the Borrower on a consolidated
basis (other than Como, DBM and LDM Germany), for any fiscal period, the sum
of(i) interest expenses paid or payable in cash, (ii) cash dividend payments,
(iii) scheduled installments of principal paid or payable with respect to Debt
for borrowed money (other than Revolving Loans) and Capital Leases; (iv) that
portion of Capital Expenditures not financed by borrowings from third parties
or with the proceeds of Term Loans in an amount not greater than $10,000,000;
and (v) income taxes paid or payable in cash.
"Fixed Charge Coverage Ratio" means for any fiscal period, the
ratio of EBITDA to Fixed Charges.
"Fixture" means all fixtures of the Borrower and LDM Canada as
such term is defined in the UCC including trade fixtures, building fixtures and
leasehold improvements.
"Funding Date" means the date on which a Borrowing occurs.
"GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of
the Closing Date.
"General Intangibles" means all of the Borrower's and LDM
Canada's now owned or hereafter acquired general intangibles, choses in action
and causes of action and all other intangible personal property of the Borrower
and LDM Canada of every kind and nature (other than Accounts), including,
without limitation, all contract rights, Proprietary Rights, corporate or other
business records, inventions, designs, blueprints, plans, specifications,
patents, patent applications, trademarks, service marks, trade names, trade
secrets, goodwill, copyrights, computer software, customer lists,
registrations, licenses, franchises, tax refund claims, any funds which may
become due to the Borrower or LDM Canada in connection with the termination of
any Plan or other employee benefit plan or any rights thereto and any other
amounts payable to the Borrower or LDM Canada from any Plan or other employee
benefit plan, rights and claims against carriers and shippers, rights to
indemnification, business interruption insurance and proceeds thereof,
property, casualty or any similar type of insurance and any proceeds thereof,
and any letter of credit, guarantee, claim, security interest or other security
held by or granted to the Borrower or LDM Canada to secure payment by an
Account Debtor of any
13
of the Accounts, but excluding proceeds of key-man life insurance on which the
Borrower is the beneficiary.
"Governmental Authority" means any nation or government, any
state, province, municipality, region or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, any corporation or
other entity owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing and any department, agency, board,
commission, tribunal, committee or instrumentality of any of the foregoing.
"Guaranty" means, with respect to any Person, all obligations
of such Person which in any manner directly or indirectly guarantee or assure,
or in effect guarantee or assure, the payment or performance of any
indebtedness, dividend or other obligations of any other Person (the
"guaranteed obligations"), or assure or in effect assure the holder of the
guaranteed obligations against loss in respect thereof, including, without
limitation, any such obligations incurred through an agreement, contingent or
otherwise: (a) to purchase the guaranteed obligations or any property
constituting security therefor; (b) to advance or supply funds for the purchase
or payment of the guaranteed obligations or to maintain a working capital or
other balance sheet condition; or (c) to lease property or to purchase any debt
or equity securities or other property or services.
"Guarantor" means each of LDM Canada and LDM Holding.
"Guarantor Collateral" means the "Pledged Collateral" and
"Collateral" as each such term is defined in the relevant Guarantor Collateral
Document.
"Guarantor Collateral Documents" means the LDM Canada Security
Agreement, the LDM Canada Mortgage and the LDM Holding Pledge and Security
Agreement.
"Guarantor Documents" means the Guarantor Guarantees and the
Guarantor Collateral Documents.
"Guarantor Guarantees" means the LDM Canada Guarantee and the
LDM Holding Guarantee.
"Indenture" means the indenture governing the Senior
Subordinated Notes.
"Intellectual Property Security Agreement" means the Amended
and Restated Intellectual Property Security Agreement, dated as of the date
hereof, executed and delivered by the Borrower to the Agent to evidence and
perfect the Agent's security interest in the Borrower's present and future
patents, trademarks, copyrights, and related licenses and rights, for the
benefit of the Agent and the Lenders.
"Intercompany Accounts" means all assets and liabilities,
however arising, which are due to the Borrower from, which are due from the
Borrower to, or which otherwise arise from any transaction by the Borrower
with, any Affiliate.
14
"Intercompany Loans" means the loans made by the Borrower to
LDM Canada in accordance with Section 9.13.
"Intercompany Note" means a demand note evidencing an
Intercompany Loan made by the Borrower pursuant to Section 9.13(d), such demand
note to be in form and substance satisfactory to the Agent.
"Interest Period" means, as to any LIBOR Rate Loan, the period
commencing on the Funding Date of such Loan or on the Conversion/Continuation
Date on which the Loan is converted into or continued as a LIBOR Rate Loan, and
ending on the date one, two, three or six months thereafter as selected by the
Borrower in its Notice of Borrowing or Notice of Conversion/Continuation;
provided that:
(i) if any Interest Period would otherwise end on a
day that is not a Business Day, that Interest Period shall be extended
to the following Business Day unless the result of such extension would
be to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the preceding Business Day;
(ii) any Interest Period pertaining to a LIBOR Rate
Loan that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period;
and
(iii) no Interest Period for any Revolving Loan shall
extend beyond the Termination Date.
"Interest Rate" means each or any of the interest rates,
including the Default Rate, set forth in Section 3.1.
"Interest Rate Swap" means that certain interest rate swap (or
swaps), between Borrower and the Swap Creditor, in form and substance
acceptable to Agent, in respect of Borrower's Senior Subordinated Notes;
provided, that the face amount of such Senior Subordinated Notes that are
subject to the Interest Rate Swap shall not exceed $50,000,000.
"Interest Rate Swap Exposure" means, at any particular point
in time, the Dollar amount of Borrower's potential payment obligations pursuant
to the Interest Rate Swap as calculated by the Agent, in its sole discretion.
"Inventory" means all of the Borrower's and LDM Canada's now
owned and hereafter acquired inventory, goods, merchandise, and other personal
property, wherever located, to be furnished under any contract of service or
held for sale or lease, all returned goods, raw materials, other materials and
supplies of any kind, nature or description which are or might be consumed in
the Borrower's business or used in connection with the packing, shipping,
advertising, selling or finishing of such goods, merchandise and such other
personal property, and all documents of title or other documents representing
them.
15
"Investment Property" means all investment property as such
term is defined in the UCC as now or hereafter in effect in those states that
adopt such definition.
"IRS" means the Internal Revenue Service and any Governmental
Authority succeeding to any of its principal functions under the Code.
"Latest Projections" means: (a) on the Closing Date and
thereafter until the Lenders receive new projections pursuant to Section
7.2(e), the projections of the Borrower's results of operations for the 2001,
2002 and 2003 Fiscal Years delivered to the Lenders prior to the Closing Date;
and (b) thereafter, the projections most recently received by the Lenders
pursuant to Section 7.2(e).
"LDM Canada" means LDM Technologies Company, a Nova Scotia
unlimited liability company.
"LDM Canada Borrowing Base" means the sum of:
(a) up to eighty-five percent (85%) of the Net Amount of
Eligible Accounts of LDM Canada; plus
(b) up to eighty-five percent (85%) of the Net Amount of
Eligible Tooling Receivables of LDM Canada; plus
(c) up to sixty percent (60%) of the book value of LDM
Canada's Eligible Inventory (valued at the lower of cost or market on a
First-In First-Out basis); less
(i) a reserve for customer deposits reflected on LDM
Canada's books and records;
(ii) reserves established by Agent for goods and services,
excise and sales taxes; and
(iii) all other reserves which the Agent in its reasonable
credit judgment deems necessary to establish and
maintain with respect to LDM Canada's account upon at
least one (1) Business Day's prior notice thereof to LDM
Canada, including, without limitation, any amounts which
the Agent may need to pay for the account of LDM Canada
in order to preserve the value of the Collateral and/or
the priority of the Agent's Lien in the Collateral
consistent with the terms of this Agreement and the
other Loan Documents.
The Borrower shall reflect the LDM Canada Borrowing Base in
United States dollars in form and method acceptable to the Agent.
"LDM Canada Guarantee" means, collectively, (i) the LDM Canada
Guarantee, dated as of January 22, 1997, duly executed and delivered by LDM
Canada to the Agent for the benefit of itself and the Lenders and (ii) the LDM
Canada Guarantee, dated as of February 6, 1998, duly executed and delivered by
LDM Canada to the Term Agent, for the benefit of itself
16
and the Term Lenders, as each may be amended, supplemented or otherwise
modified from time to time.
"LDM Canada Security Agreement" means, collectively, (i) the
$100,000,000 Cdn. fixed and floating charge demand debenture and related pledge
agreement in respect thereof, each dated as of January 22, 1997, duly executed
and delivered by LDM Canada to the Agent for the benefit of itself and the
Lenders; (ii) the $100,000,000 Cdn. fixed and floating charge demand debenture
and related pledge agreement in respect thereof, each dated as of February 6,
1998, duly executed and delivered by LDM Canada in favor of the Term Agent, for
the benefit of itself and the Term Lenders, as each may be amended,
supplemented or otherwise modified from time to time; and (iii) the general
security agreement dated as of March 23, 2001 duly executed and delivered by
LDM Canada to the Agent for the benefit of itself and the Lenders as each may
be amended, supplemented or otherwise modified from time to time.
"LDM Germany" means LDM Technologies GmbH, organized under the
laws of Germany, a wholly-owned Subsidiary of the Borrower.
"LDM Holding" means LDM Holding Canada, Inc., a Michigan
corporation.
"LDM Holding Guarantee" means the Amended and Restated LDM
Holding Guarantee, dated as of the date hereof, duly executed and delivered by
LDM Holding to the Agent, for the benefit of itself and the Lenders, as the
same may be amended, supplemented or otherwise modified from time to time.
"LDM Holding Pledge and Security Agreement" means the Amended
and Restated LDM Holding Pledge and Security Agreement, dated as of the date
hereof, duly executed and delivered by LDM Holding in favor of the Agent, for
the benefit of itself and the Lenders, as the same may be amended, supplemented
or otherwise modified from time to time.
"Lender" and "Lenders" have the meanings specified in the
introductory paragraph hereof.
"Lending Office" means with respect to a Lender or the Agent,
any office, branch, subsidiary or affiliate of such Lender or the Agent.
"Letter of Credit" has the meaning specified in Section
2.4(a).
"Letter of Credit Fee" has the meaning specified in Section
3.6.
"LIBOR Interest Rate Determination Date" means each date of
calculating the LIBOR Rate for purposes of determining the interest rate with
respect to an Interest Period. The LIBOR Interest Rate Determination Date for
any LIBOR Rate Loan shall be the second Business Day prior to the first day of
the related Interest Period for such LIBOR Rate Loan.
"LIBOR Rate" means, for any Interest Period, with respect to
LIBOR Rate Loans comprising part of the same Borrowing, the rate of interest
per annum (rounded upward to the next 1/16th of 1.0%) determined by the Agent
as follows:
17
LIBOR Rate (=) LIBOR
-------------------------------------
1.00 - Eurodollar Reserve Percentage
Where,
"Eurodollar Reserve Percentage" means for any day for
any Interest Period the maximum reserve percentage (expressed
as a decimal, rounded upward to the next 1/100th of 1.0%) in
effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding
(currently referred to as "Eurocurrency liabilities"); and
"LIBOR" means the rate of interest per annum (rounded
upward to the next 1/16 of 1%) notified to the Agent by Bank
of America as the rate of interest at which dollar deposits in
the approximate amount of the Loan to be made or continued as,
or converted into, a LIBOR Rate Loan and having a maturity
comparable to such Interest Period would be offered by Bank of
America's applicable lending office to major banks in the
London eurodollar market at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such
Interest Period.
"LIBOR Rate Loan" means a Revolving Loan during any period in
which it bears interest at the LIBOR Rate.
"Lien" means: (a) any interest in property securing an
obligation owed to, or a claim by, a Person other than the owner of the
property, whether such interest is based on the common law, statute, or
contract, and including without limitation, a security interest, hypothecation,
charge, claim, or lien arising from a mortgage, deed of trust, encumbrance,
pledge, hypothecation, assignment, deposit arrangement, agreement, security
agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes; and (b) to the extent not included under clause
(a), (i) any reservation, exception, encroachment, easement, right-of-way,
covenant, condition, restriction, lease or other title exception or encumbrance
affecting property and (ii) any other lien, charge, privilege, secured claim,
title retention, garnishment right, deemed trust, encumbrance or other right
affecting Property, xxxxxx or inchoate, whether or not crystallized or fixed,
whether or not for amounts due or accruing due, arising by any statute, act or
law of any jurisdiction, at common law, in equity or by any agreement.
"Loan Account" means the loan account of the Borrower, which
account shall be maintained by the Agent.
"Loan Documents" means this Agreement, the Term Loan Notes,
the Intellectual Property Security Agreement, the Mortgages, the Pledge
Agreement, the Guarantor Documents, the Intercompany Note, the Interest Rate
Swap and any other agreements, instruments, and documents heretofore, now or
hereafter evidencing, securing, guaranteeing or otherwise relating
18
to the Obligations, the Collateral, or any other aspect of the transactions
contemplated by this Agreement.
"Loans" means, collectively, all loans and advances provided
for in Article 2.
"Majority Lenders" means, at any time, Lenders whose Pro Rata
Shares aggregate more than 66 2/3% of the Commitments, plus, Term Loan Lenders
whose Pro Rata Shares (as defined in the Term Loan Agreement) aggregate more
than 66 2/3% of the Commitments under, and as defined in, the Term Loan
Agreement.
"Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X of the Federal Reserve Board.
"Material Adverse Effect" means (a) a material adverse change
in, or a material adverse effect upon, the operations, business, properties,
condition (financial or otherwise) or prospects of the Borrower and LDM Canada
on a consolidated basis or the Collateral, the Pledged Collateral or the
Guarantee Collateral on a consolidated basis; (b) a material impairment of the
ability of the Borrower or any Guarantor to perform under any Loan Document to
which such Person is a party and to avoid any Event of Default; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower or any Guarantor of any Loan Document.
"Maximum Amount" means, at any time, an amount equal to the
Maximum Revolver Amount at such time.
"Maximum Rate" has the meaning specified in Section 3.3.
"Maximum Revolver Amount" means $63,000,000.
"Membership Pledge Agreement" means that certain Amended and
Restated Membership Pledge Agreement, dated as of the date hereof, executed by
the Borrower in favor of the Agent, as the same may be amended, restated,
supplemented as otherwise modified from time to time.
"Mortgages" means: (a) each Mortgage, Charge/Mortgage of Land,
Security Agreement, and Assignments of Leases and Rents as amended and
restated, dated the date hereof between the Borrower and/or LDM Canada and the
Agent and delivered to the Agent; and (b) all other real property mortgages,
leasehold mortgages, assignments of leases, mortgage deeds, deeds of trust,
deeds to secure debt, security agreements, and other similar instruments
hereafter entered into which provide the Agent a lien on or other interest in
any portion of the Premises or the Real Estate or which relate to any such Lien
or interest.
"Multi-employer Plan" means a "multi-employer plan" as defined
in Section 4001(a)(3) of ERISA which is or was at any time during the current
year or the immediately preceding six (6) years contributed to by the Borrower
or any ERISA Affiliate.
"Net Amount of Eligible Accounts" means the gross amount of
Eligible Accounts less sales, excise or similar taxes, and less returns,
discounts, accrued rebates (including volume
19
rebates), claims, credits and allowance of any nature at any time issued,
owing, granted, outstanding, available or claimed in respect of such Eligible
Accounts.
"Notice of Borrowing" means a notice of Borrowing in the form
of Exhibit C.
"Notice of Conversion/Continuation" means notice of conversion
or continuation in the form of Exhibit D.
"Obligations" means all present and future loans, advances,
liabilities, obligations, covenants, duties, and debts owing by the Borrower to
the Agent and/or any Lender or the Swap Creditor, arising under or pursuant to
this Agreement or any of the other Loan Documents, whether or not evidenced by
any note, or other instrument or document, whether arising from an extension of
credit, opening of a letter of credit, acceptance, loan, guaranty,
indemnification or otherwise, whether direct or indirect (including, without
limitation, those acquired by assignment from others, and any participation by
the Agent and/or any Lender in the Borrower's debts owing to others), absolute
or contingent, due or to become due, primary or secondary, as principal or
guarantor, and including, without limitation, all principal, interest, charges,
expenses, fees, attorneys' fees, filing fees and any other sums chargeable to
the Borrower hereunder or under any of the other Loan Documents. "Obligations"
includes, without limitation, all debts, liabilities, and obligations now or
hereafter owing from the Borrower to the Agent and/or any Lender under or in
connection with the Letters of Credit or to the Swap Credit or with respect to
the Interest Rate Swap.
"Other Taxes" means any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Documents.
"Participating Lender" means any Person who shall have been
granted the right by any Lender to participate in the financing provided by
such Lender under this Agreement, and who shall have entered into a
participation agreement in form and substance satisfactory to such Lender.
"Payment Account" means each blocked bank account established
pursuant to Section 6.9, to which the funds of the Borrower (including, without
limitation, proceeds of Accounts and other Collateral) are deposited or
credited, and which is maintained in the name of the Agent or the Borrower, as
the Agent may determine, on terms acceptable to the Agent.
"PBA" means the Pension Benefits Act of Ontario and all
regulations thereunder as amended from time to time, and any successor
legislation.
"PBGC" means the Pension Benefit Guaranty Corporation or any
Governmental Authority succeeding to the functions thereof.
"Pending Revolving Loans" means, at any time, the aggregate
principal amount of all Revolving Loans requested in any Notice(s) of Borrowing
received by the Agent which have not yet been advanced.
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"Pension Plan" means a pension plan (as defined in Section
3(2) of ERISA or the applicable laws of any other jurisdictions including the
PBA) subject to Title IV of ERISA or the applicable laws of any other
jurisdictions including the PBA which the Borrower or LDM Canada sponsors,
maintains, or to which it makes, is making, or is obligated to make
contributions, or has made contributions at any time during the immediately
preceding five (5) plan years.
"Permitted Liens" means:
(a) Liens for taxes not delinquent or for taxes being
contested in good faith by appropriate proceedings and
as to which adequate financial reserves have been
established on the Borrower's books and records and a
stay of enforcement of any such Lien is in effect;
(b) the Agent's Liens;
(c) deposits under worker's compensation, unemployment
insurance, social security and other similar laws, or to
secure the performance of bids, tenders or contracts
(other than for the repayment of borrowed money) or to
secure indemnity, performance or other similar bonds for
the performance of bids, tenders or contracts (other
than for the repayment of borrowed money) or to secure
statutory obligations (other than liens arising under
ERISA or Environmental Liens) or surety or appeal bonds,
or to secure indemnity, performance or other similar
bonds in the ordinary course of business;
(d) Liens securing the claims or demands of materialmen,
mechanics, carriers, warehousemen, landlords and other
like Persons; provided that the payment thereof is not
at the time required by Section 9.1;
(e) reservations, exceptions, encroachments, easements,
rights of way, covenants running with the land, and
other similar title exceptions or encumbrances affecting
any Real Estate; provided that they do not in the
aggregate materially detract from the value of the Real
Estate or materially interfere with its use in the
ordinary conduct of the Borrower's business;
(f) judgment and other similar Liens arising in connection
with court proceedings; provided that (A) the existence
of such Liens is being contested in good faith and by
proper proceedings diligently pursued, (B) reserves or
other appropriate provision, if any, as are required by
GAAP have been made therefor, (C) a stay of enforcement
of any such Liens is in effect, (D) the priority of any
such Liens is subordinate to that of the Agent's Liens,
and (E) the existence of any judgment or court
proceedings upon which such Liens are based does not
otherwise constitute an Event of Default under this
Agreement;
(g) Liens in existence on the Closing Date and listed on
Schedule 9.19, and any extensions or renewals thereof,
provided that (x) the aggregate
21
principal amount of the Debt, if any, secured by such Lien
does not increase from that amount outstanding at the time
of any such renewal or extension and (y) any such renewal
or extension does not encumber any additional assets or
properties of the Borrower or any of its Subsidiaries;
(h) Liens securing Intercompany Notes issued in accordance
with Section 9.13; and
(i) Liens securing the Term Loan Agreement Obligations.
"Person" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, Governmental Authority, or any other entity.
"Pledge Agreement" means the Amended and Restated Pledge
Agreement, dated as of the date hereof, duly executed and delivered by the
Borrower for the benefit of the Agent and the Lenders, as the same may be
amended, supplemented or otherwise modified from time to time.
"Pledged Collateral" has the meaning specified in the Pledge
Agreement.
"Plan" means an employee benefit plan (as defined in Section
3(3) of ERISA or the applicable laws of any other jurisdiction) which the
Borrower or any Subsidiary sponsors or maintains or to which the Borrower or
any Subsidiary makes, is making, or is obligated to make contributions and
includes any Pension Plan.
"PPSA" means the Personal Property Security Act of Ontario or
other applicable jurisdiction, and all regulations thereunder, as amended from
time to time, and any successor legislation.
"Premises" means the land identified by addresses on Schedule
8.12, together with all buildings, improvements, and fixtures thereon and all
tenements, hereditaments, and appurtenances belonging or in any way
appertaining thereto, and which constitutes all of the real property in which
the Borrower or LDM Canada has any interests on the Closing Date.
"Prior Credit Agreement" has the meaning specified in the
Recitals hereto.
"Pro Rata Share" means, with respect to a Lender, a fraction
(expressed as a percentage), the numerator of which is the amount of such
Lender's Commitment and the denominator of which is the sum of the amounts of
all of the Lenders' Commitments.
"Proprietary Rights" means all of the Borrower's and LDM
Canada's now owned and hereafter arising or acquired: licenses, franchises,
permits, patents, patent rights, copyrights, works which are the subject matter
of copyrights, trademarks, service marks, trade names, trade styles, patent,
trademark and service xxxx applications, and all licenses and rights related to
any of the foregoing, including, without limitation, those patents, trademarks,
service marks and copyrights set forth on Schedule 8.13 hereto, and all other
rights under any of the foregoing, all
22
extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing, and all rights to xxx for past,
present and future infringement of any of the foregoing.
"Real Estate" means all of the present and future interests of
the Borrower and/or any Subsidiary, as owner, lessee, or otherwise, in the
Premises, including, without limitation, any interest arising from an option to
purchase or lease the Premises or any portion thereof.
"Release" means a release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration of a
Contaminant into the indoor or outdoor environment or into or out of any Real
Estate or other property, including the movement of Contaminants through or in
the air, soil, surface water, groundwater or Real Estate or other property.
"Rentals" has the meaning specified in Section 9.24.
"Reportable Event" means, any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.
"Required Lenders" means, at any time Lenders whose Pro Rata
Shares aggregate more than 35% of the Commitments.
"Requirement of Law" means, as to any Person, any law
(statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case applicable to or
binding upon the Person or any of its property or to which the Person or any of
its property is subject.
"Responsible Officer" means the chief executive officer or the
president of the Borrower, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer or the treasurer of the Borrower, or any
other officer having substantially the same authority and responsibility.
"Restricted Investment" means any acquisition of property by
the Borrower or LDM Canada in exchange for cash or other property, whether in
the form of an acquisition of stock, debt, or other indebtedness or obligation,
or the purchase or acquisition of any other property, or a loan, advance,
capital contribution, or subscription: except (A) intercompany loans made by
the Borrower to LDM Canada pursuant to Section 9.13(d), and (B) acquisitions of
the following:
(a) Equipment to be used in the business of the Borrower or
LDM Canada so long as the acquisition costs thereof
constitute Capital Expenditures permitted hereunder;
(b) goods held for sale or lease or to be used by the
Borrower or LDM Canada in the ordinary course of
business;
23
(c) current assets arising from the sale or lease of goods
or the rendition of services in the ordinary course of
business of the Borrower or LDM Canada;
(d) direct obligations of the United States of America, or
any agency thereof, or obligations guaranteed by the
United States of America, provided that such obligations
mature within one year from the date of acquisition
thereof;
(e) certificates of deposit maturing within one year from
the date of acquisition, bankers' acceptances,
Eurodollar bank deposits, or overnight bank deposits, in
each case issued by, created by, or with a bank or trust
company organized under the laws of the United States or
any state thereof having capital and surplus aggregating
at least $100,000,000;
(f) commercial paper given a rating of "A2" or better by
Standard & Poor's Corporation or "P2" or better by
Xxxxx'x Investors Service, Inc. and maturing not more
than ninety (90) days from the date of creation thereof;
(g) life insurance premiums of up to $2,500,000 per annum
for life insurance on the lives of the Borrower's
principal stockholders;
(h) loans to employees outstanding as of the Closing Date;
(i) loans and advances in the ordinary course of business to
officers, directors and employees for business-related
travel expenses, moving expenses and other similar
expenses in an aggregate principal amount not to exceed
$250,000 at any time; and
(j) the conversion of all or portion of the Intercompany
Note into equity interests of a Guarantor (other than
LDM Holding).
"Revolving Loans" has the meaning specified in Section 2.2.
"Revolver Availability" means, at any time, the lesser of:
(A) the Maximum Revolving Amount at such time;
or
(B) the Borrower's Borrowing Base at such time plus the LDM
Canada borrowing Base, less
(C) in each case, the sum of the following:
(i) the unpaid balance of Revolving Loans at such time;
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(ii) the aggregate underdrawn face amount of all
outstanding Letters of Credit which the Agent
has caused to be issued or obtained for the
Borrower's account;
(iii) the aggregate amount of Pending Revolving
Loans;
(iv) the aggregate amount of unpaid reimbursement
obligations in respect of Letters of Credit;
(v) reserves for accrued interest on the
Obligations; and
(vi) the Environmental Compliance Reserve;
provided, however, that at no time shall Revolver Availability exceed the
amount of Senior Debt (as defined in the Indenture) attributable to this
Agreement permitted to be incurred pursuant to Section 4.03 of the Indenture.
"Romulus Capital Expenditures" shall mean Capital Expenditures
made by the Borrower in connection with improvements at the Borrower's
leasehold plant located in Romulus, Michigan.
"Senior Subordinated Notes" means the 10-3/4% Senior
Subordinated Notes due 2007 issued by the Borrower.
"Solvent" means when used with respect to any Person that (a)
the fair value of all its assets is in excess of the total amount of its debts
(including contingent liabilities);(b)it is able to pay its debts as they
mature; (c) it does not have unreasonably small capital for the business in
which it is engaged or for any business or transaction in which it is about to
engage; and (d) it is not "insolvent" as such term is defined in Section
101(32) of the Bankruptcy Code.
"Stated Termination Date" means January 21, 2005; provided,
however, that the Borrower may request an extension of the Stated Termination
Date for an additional year by submitting a written request for such extension
to the Agent not less than ninety (90) days prior to the annual anniversary of
the Closing Date and any subsequent anniversary, which written request will be
communicated promptly by the Agent to each Lender. Not less than thirty (30)
days prior to the annual anniversary of the Closing Date and any subsequent
anniversary, the Agent shall notify the Borrower in writing whether all of the
Lenders elected to accept such extension. No extension of the Stated
Termination Date will become effective until the Agent delivers the notice
referred to in the immediate preceding sentence. All outstanding Loans and the
unpaid accrued interest thereon shall be due and payable in full by the
Borrower on the Stated Termination Date.
"Subsidiary" means any corporation of which more than fifty
percent (50.0%) of the outstanding securities of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions), is at the time, directly or indirectly through one or more
intermediaries, owned by the Borrower and/or one or more of its Subsidiaries.
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"Supporting Letter of Credit" has the meaning specified in
Section 2.4(j).
"Swap Creditor" means Bank of America, N.A., a national
banking association, or any successor entity thereto.
"Taxes" means any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, such taxes
(including income taxes or franchise taxes) as are imposed on or measured by
each Lender's net income by the jurisdiction (or any political subdivision
thereof) under the laws of which such Lender or the Agent, as the case may be,
is organized or maintains a Lending Office.
"Term Agent" means Bank of America in its capacity as agent
for the Term Lenders under the Term Loan Agreement.
"Term Lender" means a Lender under, and as defined in, the
Term Loan Agreement.
"Term Loan Agreement" means the Amended and Restated Term Loan
and Security Agreement, dated as of the date hereof, among the Borrower, the
Term Agent and the Term Lenders, as the same may be supplemented, amended or
otherwise modified from time to time.
"Term Loan Agreement Obligations" means the Obligations under,
and as defined in, the Term Loan Agreement.
"Term Loan Notes" shall have the meaning ascribed thereto in
the Term Loan Agreement.
"Term Loans" means Term Loans under, and as defined in, the
Term Loan Agreement.
"Termination Date" means the earliest to occur of (i) the
Stated Termination Date, (ii) the date the Commitment is terminated either by
the Borrower pursuant to Section 4.2 or by the Majority Lenders pursuant to
Section 11.2, and (iii) the date this Agreement is otherwise terminated for any
reason whatsoever.
"Termination Event" means: (a) the whole or partial withdrawal
of the Borrower or any Subsidiary from a Plan during a plan year; or (b) the
filing of a notice of intent to terminate in whole or in part a Plan or the
treatment of a Plan amendment as a termination or partial termination; or (c)
the institution of proceedings by any Public Authority to terminate in whole or
in part or have a trustee appointed to administer a Plan; or (d) any other
event or condition which might constitute grounds for the termination of,
winding up or partial termination or winding up or the appointment of a trustee
to administer, any Plan.
"Total Facility" has the meaning specified in Section 2.1.
26
"UCC" means the Uniform Commercial Code (as amended or any
successor statute) of the State of Illinois or of any other state the laws of
which are required by Section 9-103 thereof to be applied in connection with
the issue of perfection of security interests.
"Unused Letter of Credit Subfacility" means an amount equal to
$20,000,000 minus the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit plus (b) the aggregate unpaid reimbursement
obligations with respect to all Letters of Credit.
"Unfunded Pension Liability" means the excess of a Plan's
benefit liabilities over the current value of that Plan's assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the Code or the PBA or other applicable laws of any jurisdiction
for the applicable plan year and includes in the case of any Plan regulated or
governed by the PBA or applicable laws of any jurisdiction, any unfunded
liability or solvency deficiency as determined under the PBA or other
applicable laws.
1.2 Accounting Terms. Any accounting term used in this Agreement shall
have, unless otherwise specifically provided herein, the meaning customarily
given in accordance with GAAP, and all financial computations hereunder shall
be computed, unless otherwise specifically provided herein, in accordance with
GAAP as consistently applied and using the same method for inventory valuation
as used in the preparation of the Financial Statements.
1.3 Interpretive Provisions.
(a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.
(b) The words "hereof," "herein," "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of this
Agreement; and Subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.
(c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.
(ii) The term "including" is not limiting and means "including
without limitation."
(iii) In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and including," the
words "to" and "until" each mean "to but excluding" and the word "through"
means "to and including."
(d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any
statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.
27
(e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.
(f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.
(g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the
Borrower, each Guarantor and the other parties, and are the products of all
parties. Accordingly, they shall not be construed against the Lenders or the
Agent merely because of the Agent's or Lender's involvement in their
preparation.
ARTICLE 2
LOANS AND LETTERS OF CREDIT
2.1 Total Facility. Subject to all of the terms and conditions of this
Agreement, the Lenders severally agree to make available a total credit
facility of up to $63,000,000 (the "Total Facility") for the Borrower's use
from time to time during the term of this Agreement. The total Facility
shall be comprised of a revolving line of credit consisting of revolving loans
and letters of credit up to the Maximum Revolver Amount, as described in
Sections 2.2 and 2.4.
2.2 Revolving Loans.
(a) Amounts. Subject to the satisfaction of the conditions
precedent set forth in Article 10, each Lender severally agrees, upon the
Borrower's request from time to time on any Business Day during the period from
the Closing Date to the Termination Date, to make revolving loans (the
"Revolving Loans") to the Borrower, in amounts not to exceed (except with
respect to BANA Loans) such Lender's Pro Rata Share of the Borrower's Revolver
Availability. The Lenders, however, in their discretion, may elect to make
Revolving Loans or participate (as provided for in Section 2.4(f) in the credit
support or enhancement provided through the Agent to the issuers of Letters of
Credit in excess of the Revolver Availability on one or more occasions, but if
they do so, neither the Agent nor the Lenders shall be deemed thereby to have
changed the limits of the Maximum Revolver Amount or the Revolver Availability
or to be obligated to exceed such limits on any other occasion. If the sum of
outstanding Revolving Loans, the aggregate amount of Pending Revolving Loans,
the undrawn amount of outstanding Letters of Credit and any unpaid
reimbursement obligations in respect of Letters of Credit exceeds the Revolver
Availability, the Lenders may refuse to make or otherwise restrict the making
of Revolving Loans as the Lenders determine until such excess has been
eliminated.
(b) Procedure for Borrowing.
(i) Each Borrowing of Revolving Loans shall be made upon the
Borrower's irrevocable written notice delivered to the Agent in the
form of a Notice of Borrowing (which notice must be received by the
Agent prior to 11:00 a.m. (Chicago time) (x) three (3) Business Days
prior to the requested Funding Date, in the case of
28
LIBOR Rate Loans and (y) no later than 11:00 a.m. (Chicago time) on the
requested Funding Date, in the case of Base Rate Loans):
(A) specifying the amount of the Borrowing,
which, in the case of LIBOR Rate Loans shall be an amount not less than
$1,000,000 or in an integral multiple of $1,000,000 in excess
thereof;
(B) specifying the requested Funding Date,
which shall be a Business Day;
(C) specifying whether the Revolving Loans
requested are to be Base Rate Loans or LIBOR Rate Loans provided,
however, that with respect to the Borrowing to be made on the Closing
Date, such Borrowings will consist of Base Rate Loans only;
(D) specifying the duration of the Interest
Period if the requested Revolving Loans are to be LIBOR Rate Loans. If
the Notice of Borrowing fails to specify the duration of the Interest
Period for any Borrowing comprised of LIBOR Rate Loans, such Interest
Period shall be three months; and
(E) in the event that all or a portion of
the proceeds of the Revolving Loan requested will be utilized to make
an Intercompany Loan pursuant to Section 9.13, setting forth in
reasonable detail the calculations required to establish that the
aggregate amount of such Intercompany Loan (and all prior Intercompany
Loans made with proceeds of Revolving Loans) does not exceed the sum of
(a) the lesser of (x) $5,000,000 and (y) the LDM Canada Borrowing Base
at such time plus (b) $4,000,000.
(ii) After giving effect to any Borrowing, there may
not be more than five (5) different Interest Periods in effect.
(iii) With respect to any request for Base Rate
Loans, in lieu of delivering the above-described Notice of Borrowing
the Borrower may give the Agent telephonic notice of such request by
the required time, with such telephonic notice to be confirmed in
writing within twenty-four (24) hours of the giving of such notice but
Agent shall be entitled to rely on the telephonic notice in making such
Revolving Loans.
(c) Reliance upon Authority. On or prior to the Closing Date
and thereafter prior to any change with respect to any of the information
contained in the following clauses (i) and (ii), the Borrower shall deliver to
the Agent a writing setting forth (i) the account of the Borrower to which the
Agent is authorized to transfer the proceeds of the Revolving Loans requested
pursuant to this Section 2.2, and (ii) the names of the officers authorized to
request Revolving Loans on behalf of the Borrower, and shall provide the Agent
with a specimen signature of each such officer. The Agent shall be entitled to
rely conclusively on such officer's authority to request Revolving Loans on
behalf of the Borrower, the proceeds of which are to be transferred to any of
the accounts specified by the Borrower pursuant to the immediately preceding
sentence, until the Agent receives written notice to the contrary. The Agent
shall have no duty to verify the identity of any individual representing him or
herself as one of the officers authorized by the Borrower to make such requests
on its behalf.
29
(d) No Liability. The Agent shall not incur any liability to
the Borrower as a result of acting upon any notice referred to in Sections
2.2(b) and (c), which notice the Agent believes in good faith to have been
given by an officer duly authorized by the Borrower to request Revolving Loans
on its behalf or for otherwise acting in good faith under this Section 2.2, and
the crediting of Revolving Loans to the Borrower's deposit account, or
transmittal to such Person as the Borrower shall direct, shall conclusively
establish the obligation of the Borrower to repay such Revolving Loans as
provided herein.
(e) Notice Irrevocable. Any Notice of Borrowing (or telephonic
notice in lieu thereof) made pursuant to Section 2.2(b) shall be irrevocable
and the Borrower shall be bound to borrow the funds requested therein in
accordance therewith.
(f) Agent's Election. Promptly after receipt of a Notice of
Borrowing (or telephonic notice in lieu thereof) pursuant to Section 2.2(b),
the Agent shall elect, in its discretion, (i) to have the terms of Section
2.2(g) apply to such requested Borrowing, or (ii) to request Bank of America to
make a BANA Loan pursuant to the terms of Section 2.2(h) in the amount of the
requested Borrowing; provided, however, that if Bank of America declines in its
sole discretion to make a BANA Loan pursuant to Section 2.2(h), the Agent shall
elect to have the terms of Section 2.2(g) apply to such requested Borrowing.
(g) Making of Revolving Loans.
(i) In the event that the Agent shall elect to have the
terms of this Section 2.2(g) apply to a requested Borrowing as
described in Section 2.2(f), then promptly after receipt of a Notice of
Borrowing or telephonic notice pursuant to Section 2.2(b), the Agent
shall notify the Lenders by facsimile transmission, telephone or other
similar form of transmission, of the requested Borrowing. Each Lender
shall make the amount of such Lender's Pro Rata Share of the requested
Borrowing available to the Agent in same day funds, to such account of
the Agent as the Agent may designate, not later than Noon (Chicago
time) on the Funding Date applicable thereto. After the Agent's receipt
of the proceeds of such Revolving Loans, upon satisfaction of the
applicable conditions precedent set forth in Article 10, the Agent
shall make the proceeds of such Revolving Loans available to the
Borrower on the applicable Funding Date by transferring same day funds
equal to the proceeds of such Revolving Loans received by the Agent to
the account of the Borrower, designated in writing by the Borrower;
provided, however, that the amount of Revolving Loans so made on any
date shall in no event exceed the Revolver Availability of the Borrower
on such date.
(ii) Unless the Agent receives notice from a Lender on or
prior to the Closing Date or, with respect to any Borrowing after the
Closing Date, at least one (1) Business Day prior to the date of such
Borrowing, that such Lender will not make available as and when
required hereunder to the Agent for the account of the Borrower the
amount of that Lender's Pro Rata Share of the Borrowing, the Agent may
assume that each Lender has made such amount available to the Agent in
immediately available funds on the Funding Date and the Agent may (but
shall not be so required), in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and
to the extent any Lender shall not have made its full amount available
to the Agent
30
in immediately available funds and the Agent in such circumstances has
made available to the Borrower such amount, that Lender shall on the
Business Day following such Funding Date make such amount available to
the Agent, together with interest at the Federal Funds Rate for each
day during such period. A notice of the Agent submitted to any Lender
with respect to amounts owing under this subsection shall be
conclusive, absent manifest error. If such amount is so made
available, such payment to the Agent shall constitute such Lender's
Loan on the date of Borrowing for all purposes of this Agreement. If
such amount is not made available to the Agent on the Business Day
following the Funding Date, the Agent will notify the Borrower of such
failure to fund and, upon demand by the Agent, the Borrower shall pay
such amount to the Agent for the Agent's account, together with
interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable
at the time to the Loans comprising such Borrowing. The failure of any
Lender to make any Loan on any Funding Date shall not relieve any
other Lender of any obligation hereunder to make a Loan on such
Funding Date, but no Lender shall be responsible for the failure of
any other Lender to make the Loan to be made by such other Lender on
any Funding Date.
(h) Making of BANA Loans.
(i) In the event the Agent shall elect, with the consent
of Bank of America, to have the terms of this Section 2.2(h) apply to
a requested Borrowing as described in Section 2.2(f), Bank of America
shall make a Base Rate Loan in the amount of such Borrowing (any such
Revolving Loan made solely by Bank of America pursuant to this Section
2.2(h) being referred to as a "BANA Loan" and such Revolving Loans
being referred to collectively as "BANA Loans") available to the
Borrower on the Funding Date applicable thereto by transferring same
day funds to an account of the Borrower, designated in writing by the
Borrower; provided, however, that the aggregate principal amount of
BANA Loans shall not at any time exceed $10,000,000. Each BANA Loan is
a Revolving Loan hereunder and shall be subject to all the terms and
conditions applicable to other Revolving Loans except that all
payments thereon shall be payable to Bank of America solely for its
own account (and for the account of the holder of any participation
interest with respect to such Revolving Loan). The Agent shall not
request Bank of America to make any BANA Loan if (i) the Agent shall
have received written notice from any Lender, or otherwise has actual
knowledge, that one or more of the applicable conditions precedent set
forth in Article 10 will not be satisfied on the requested Funding
Date for the applicable Borrowing, or (ii) the requested Borrowing
would exceed the Revolver Availability of the Borrower on such Funding
Date. Bank of America shall not otherwise be required to determine
whether the applicable conditions precedent set forth in Article 10
have been satisfied or the requested Borrowing would exceed the
Availability of the Borrower on the Funding Date applicable thereto
prior to making, in its sole discretion, any BANA Loan.
(ii) The BANA Loans shall be repayable on demand and
secured by the Collateral, the Pledged Collateral and the Guarantor
Collateral, shall constitute Revolving Loans and Obligations
hereunder, and shall bear interest at the rate applicable to Base Rate
Loans from time to time.
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(i) Agent Advances.
(i) Subject to the limitations set forth in the provisos
contained in this Section 2.2(i), the Agent is hereby authorized by the
Borrower and the Lenders, from time to time in the Agent's sole
discretion, (x) after the occurrence of a Default or an Event of
Default, or (y) at any time that any of the other applicable conditions
precedent set forth in Article 10 have not been satisfied, to make
Revolving Loans to the Borrower on behalf of the Lenders which the
Agent, in its reasonable business judgment, deems necessary or
desirable (A) to preserve or protect the Collateral, the Pledged
Collateral and the Guarantor Collateral, or any portion thereof, (B) to
enhance the likelihood of, or maximize the amount of, repayment of the
Loans and other Obligations, or (C) to pay any other amount chargeable
to the Borrower pursuant to the terms of this Agreement, including,
without limitation, costs, fees and expenses as described in Section
15.7 (any of the advances described in this Section 2.2(i) being
hereinafter referred to as "Agent Advances"); provided, that the Agent
shall not make any Agent Advance to the Borrower if the amount thereof
would exceed the Revolver Availability of the Borrower on the Funding
Date applicable thereto; and provided, further, that the Required
Lenders may at any time revoke the Agent's authorization contained in
this Section 2.2(i) to make Agent Advances, any such revocation to be
in writing and to become effective upon the Agent's receipt thereof.
(ii) The Agent Advances shall be repayable on demand and
secured by the Collateral, the Pledged Collateral and the Guarantor
Collateral, shall constitute Revolving Loans and Obligations hereunder,
and shall bear interest at the rate applicable to the Revolving Loans
from time to time. The Agent shall notify the Borrower and each Lender
in writing of each such Agent Advance.
(j) Settlement. It is agreed that each Lender's funded portion
of the Revolving Loan is intended by the Lenders to be equal at all times to
such Lender's Pro Rata Share of the outstanding Revolving Loans.
Notwithstanding such agreement, the Agent, Bank of America, and the other
Lenders agree (which agreement shall not be for the benefit of or enforceable
by the Borrower) that in order to facilitate the administration of this
Agreement and the other Loan Documents, settlement among them as to the
Revolving Loans, the BANA Loans and the Agent Advances shall take place on a
periodic basis in accordance with the following provisions:
(i) The Agent shall request settlement ("Settlement") with
the Lenders on a weekly basis, or on a more frequent basis if so
determined by the Agent, (x) on behalf of Bank of America, with respect
to each outstanding BANA Loan, (y) for itself, with respect to each
Agent Advance, and (z) with respect to collections received by
notifying the Lenders by facsimile transmission, telephone or other
similar form of transmission, of such requested Settlement, no later
than Noon (Chicago time) on the date of such requested Settlement (the
"Settlement Date"). Each Lender (other than Bank of America, in the
case of BANA Loans) shall make the amount of such Lender's Pro Rata
Share of the outstanding principal amount of the BANA Loans and Agent
Advances with respect to which Settlement is requested available to the
Agent, for itself or for the account of Bank of America, in same day
funds, to such account of the Agent as the
32
Agent may designate, not later than Noon (Chicago time), on the
Settlement Date applicable thereto, regardless of whether the
applicable conditions precedent set forth in Article 10 have then been
satisfied. Such amounts made available to the Agent shall be applied
against the amounts of the applicable BANA Loan or Agent Advance and,
together with the portion of such BANA Loan or Agent Advance
representing Bank of America's Pro Rata Share thereof, shall constitute
Revolving Loans of such Lenders. If any such amount is not made
available to the Agent by any Lender on the Settlement Date applicable
thereto, the Agent shall be entitled to recover such amount on demand
from such Lender together with interest thereon at the Federal Funds
Rate for the first three (3) days from and after the Settlement Date
and thereafter at the Interest Rate then applicable to the Revolving
Loans.
(ii) Notwithstanding the foregoing, not more than one (1)
Business Day after demand is made by the Agent (whether before or after
the occurrence of a Default or an Event of Default and regardless of
whether the Agent has requested a Settlement with respect to a BANA
Loan or Agent Advance), each other Lender shall irrevocably and
unconditionally purchase and receive from Bank of America or the Agent,
as applicable, without recourse or warranty, an undivided interest and
participation in such BANA Loan or Agent Advance to the extent of such
Lender's Pro Rata Share thereof by paying to the Agent, in same day
funds, an amount equal to such Lender's Pro Rata Share of such BANA
Loan or Agent Advance. If such amount is not in fact made available to
the Agent by any Lender, the Agent shall be entitled to recover such
amount on demand from such Lender together with interest thereon at the
Federal Funds Rate for the first three (3) days from and after such
demand and thereafter at the Interest Rate then applicable to the
Revolving Loans.
(iii) From and after the date, if any, on which any Lender
purchases an undivided interest and participation in any BANA Loan or
Agent Advance pursuant to subsection (ii) above, the Agent shall
promptly distribute to such Lender at such address as such Lender may
request in writing, such Lender's Pro Rata Share of all payments of
principal and interest and all proceeds of Collateral, Pledged
Collateral and Guarantor Collateral received by the Agent in respect of
such BANA Loan or Agent Advance.
(iv) Between Settlement Dates, the Agent, to the extent no
Agent Advances or BANA Loans are outstanding, may pay over to Bank of
America any payments received by Agent, which in accordance with the
terms of the Agreement would be applied to the reduction of the
Revolving Loans, for application to Bank of America's Pro Rata Share of
the Revolving Loans. If, as of any Settlement Date, collections
received since the then immediately preceding Settlement Date have been
applied to Bank of America's Pro Rata Share of the Revolving Loans
other than to BANA Loans or Agent Advances, as provided for in the
previous sentence, Bank of America shall pay to the Agent for the
accounts of the Lenders, to be applied to the outstanding Revolving
Loans of such Lenders, an amount such that each Lender shall, upon
receipt of such amount, have, as of such Settlement Date, its Pro Rata
Share of the Revolving Loans. During the period between Settlement
Dates, Bank of America with respect to BANA Loans, the Agent with
respect to Agent Advances, and each Lender with respect to the
Revolving Loans other than BANA Loans and Agent Advances, shall be
entitled to
33
interest at the applicable rate or rates payable under the Agreement on
the actual average daily amount of funds employed by Bank of America,
the Agent and the other Lenders.
(k) Notation. The Agent shall record on its books the
principal amount of the Revolving Loans owing to each Lender, including the
BANA Loans owing to Bank of America, and the Agent Advances owing to the Agent,
from time to time. In addition, each Lender is authorized, at such Lender's
option, to note the date and amount of each payment or prepayment of principal
of such Lender's Revolving Loans in its books and records, including computer
records, such books and records constituting rebuttably presumptive evidence,
absent manifest error, of the accuracy of the information contained therein.
(l) Lenders' Failure to Perform. All Revolving Loans (other
than BANA Loans and Agent Advances) shall be made by the Lenders simultaneously
and in accordance with their Pro Rata Shares. It is understood that (i) no
Lender shall be responsible for any failure by any other Lender to perform its
obligation to make any Revolving Loans hereunder, nor shall any Commitment of
any Lender be increased or decreased as a result of any failure by any other
Lender to perform its obligation to make any Loans hereunder, and (ii) no
failure by any Lender to perform its obligation to make any Revolving Loans
hereunder shall excuse any other Lender from its obligation to make any
Revolving Loans hereunder.
2.3 [INTENTIONALLY OMITTED].
2.4 Letters of Credit.
(a) Agreement to Cause Issuance. Subject to the terms and
conditions of this Agreement, and in reliance upon the representations and
warranties of the Borrower herein set forth, the Agent agrees to take
reasonable steps to cause to be issued for the account of the Borrower and to
provide credit support or other enhancement in connection with one or more
stand-by or merchandise/documentary letters of credit (each such letter of
credit, a "Letter of Credit" and such letters of credit, collectively, the
"Letters of Credit") in accordance with this Section 2.4 from time to time
during the term of this Agreement.
(b) Amounts; Outside Expiration Date. The Agent shall not have any
obligation to take steps to cause to be issued any Letter of Credit at any
time: (i) if the maximum undrawn amount of the requested Letter of Credit is
greater than the Unused Letter of Credit Subfacility at such time; (ii) if the
maximum undrawn amount of the requested Letter of Credit and all commissions,
fees, and charges due from the Borrower in connection with the opening thereof
exceed the Revolving Availability of the Borrower at such time; or (iii) which
has an expiration date later than the Stated Termination Date or more than
twelve (12) months from the date of issuance (except with respect to stand-by
Letters of Credit which automatically renew each year).
(c) Other Conditions. In addition to being subject to the
satisfaction of the applicable conditions precedent contained in Article 10,
the obligation of the Agent to take reasonable steps to cause to be issued any
Letter of Credit is subject to the following conditions precedent having been
satisfied in a manner satisfactory to the Agent:
34
(i) the Borrower shall have delivered to the proposed issuer of
such Letter of Credit, at such times and in such manner as such proposed issuer
may prescribe, an application in form and substance satisfactory to such
proposed issuer for the issuance of the Letter of Credit and such other
documents as may be required pursuant to the terms thereof, and the form and
terms of the proposed Letter of Credit shall be satisfactory to the Agent and
such proposed issuer; and
(ii) as of the date of issuance, no order of any court, arbitrator
or Governmental Authority shall purport by its terms to enjoin or restrain
money center banks generally from issuing letters of credit of the type and in
the amount of the proposed Letter of Credit, and no law, rule or regulation
applicable to money center banks generally and no request or directive (whether
or not having the force of law) from any Governmental Authority with
jurisdiction over money center banks generally shall prohibit, or request that
the proposed issuer of such Letter of Credit refrain from, the issuance of
letters of credit generally or the issuance of such Letters of Credit.
(d) Issuance of Letters of Credit.
(i) Request for Issuance. The Borrower shall give the Agent three
(3) Business Days' prior written notice, containing the original signature of
an authorized officer of the Borrower of the Borrower's request for the
issuance of a Letter of Credit. Such notice shall be irrevocable and shall
specify the original face amount of the Letter of Credit requested, the
effective date (which date shall be a Business Day) of issuance of such
requested Letter of Credit, whether such Letter of Credit may be drawn in a
single or in partial draws, the date on which such requested Letter of Credit
is to expire (which date shall be a Business Day), the purpose for which such
Letter of Credit is to be issued, and the beneficiary of the requested Letter
of Credit. The Borrower shall attach to such notice the proposed form of the
Letter of Credit that the Agent is requested to cause to be issued.
(ii) Responsibilities of the Agent; Issuance. The Agent shall
determine, as of the Business Day immediately preceding the requested effective
date of issuance of the Letter of Credit set forth in the notice from the
Borrower pursuant to Section 2.4(d)(i), (x) the amount of the applicable Unused
Letter of Credit Subfacility and (y) the Revolver Availability of the Borrower
as of such date. If (x) the undrawn amount of the requested Letter of Credit is
not greater than the applicable Unused Letter of Credit Subfacility and (y) the
issuance of such requested Letter of Credit and all commissions, fees, and
charges due from the Borrower in connection with the opening thereof would not
exceed the Revolver Availability of the Borrower, the Agent shall take
reasonable steps to cause such issuer to issue the requested Letter of Credit
on such requested effective date of issuance.
(iii) Notice of Issuance. Promptly after the issuance of any Letter
of Credit, the Agent shall give notice to each Lender of the issuance of such
Letter of Credit.
(iv) No Extensions or Amendment. The Agent shall not be obligated
to cause any Letter of Credit to be extended or amended unless the requirements
of this
35
Section 2.4(d) are met as though a new Letter of Credit were being requested
and issued. With respect to any Letter of Credit which contains any "evergreen"
or automatic renewal provision, each Lender shall be deemed to have consented
to any such extension or renewal unless any such Lender shall have provided to
the Agent, not less than thirty (30) days prior to the last date on which the
applicable issuer can in accordance with the terms of the applicable Letter of
Credit decline to extend or renew such Letter of Credit, written notice that it
declines to consent to any such extension or renewal, provided, that if all of
the requirements of this Section 3.4 are met and no Default or Event of Default
exists, no Lender shall decline to consent to any such extension or renewal.
(e) Payments Pursuant to Letters of Credit.
(i) Payment of Letter of Credit Obligations. The Borrower agrees to
reimburse the issuer for any draw under any Letter of Credit immediately upon
demand, and to pay the issuer of the Letter of Credit the amount of all other
obligations and other amounts payable to such issuer under or in connection
with any Letter of Credit immediately when due, irrespective of any claim,
setoff, defense or other right which the Borrower may have at any time against
such issuer or any other Person.
(ii) Revolving Loans to Satisfy Reimbursement Obligations. In the
event that the issuer of any Letter of Credit honors a draw under such Letter
of Credit and the Borrower shall not have repaid such amount to the issuer of
such Letter of Credit pursuant to Section 2.4(e)(i), the Agent shall, upon
receiving notice of such failure, notify each Lender of such failure, and each
Lender shall unconditionally pay to the Agent, for the account of such issuer,
as and when provided hereinbelow, an amount equal to such Lender's Pro Rata
Share of the amount of such payment in Dollars and in same day funds. If the
Agent so notifies the Lenders prior to 11:00 a.m. (Chicago time) on any
Business Day, each Lender shall make available to the Agent the amount of such
payment, as provided in the immediately preceding sentence, on such Business
Day. Such amounts paid by the Lenders to the Agent shall constitute Revolving
Loans which shall be deemed to have been requested by the Borrower pursuant to
Section 2.2 as set forth in Section 4.7.
(f) Participations.
(i) Purchase of Participations. Immediately upon issuance of any
Letter of Credit in accordance with Section 2.4(d), each Lender shall be deemed
to have irrevocably and unconditionally purchased and received without recourse
or warranty, an undivided interest and participation in the credit support or
enhancement provided through the Agent to such issuer in connection with the
issuance of such Letter of Credit, equal to such Lender's Pro Rata Share of the
face amount of such Letter of Credit (including, without limitation, all
obligations of the Borrower with respect thereto, and any security therefor or
guaranty pertaining thereto).
(ii) Sharing of Reimbursement Obligation Payments. Whenever the
Agent receives a payment from the Borrower on account of reimbursement
obligations in respect of a Letter of Credit as to which the Agent has
previously received for the account
36
of the issuer thereof payment from a Lender pursuant to Section
2.4(e)(ii), the Agent shall promptly pay to such Lender such Lender's
Pro Rata Share of such payment from the Borrower in Dollars. Each such
payment shall be made by the Agent on the Business Day on which the
Agent receives immediately available funds paid to such Person pursuant
to the immediately preceding sentence, if received prior to 1:00 p.m.
(Chicago time) on such Business Day and otherwise on the next
succeeding Business Day.
(iii) Documentation. Upon the request of any Lender,
the Agent shall furnish to such Lender copies of any Letter of Credit,
reimbursement agreements executed in connection therewith, application
for any Letter of Credit and credit support or enhancement provided
through the Agent in connection with the issuance of any Letter of
Credit, and such other documentation as may reasonably by requested by
such Lender.
(iv) Obligations Irrevocable. The obligations of each
Lender to make payments to the Agent with respect to any Letter of
Credit or with respect to any credit support or enhancement provided
through the Agent with respect to a Letter of Credit, and the
obligations of the Borrower to make payments to the Agent, for the
account of the Lenders, shall be irrevocable, not subject to any
qualification or exception whatsoever, including, without limitation,
any of the following circumstances:
(A) any lack of validity or enforceability of
this Agreement or any of the other Loan Documents;
(B) the existence of any claim, setoff, defense
or other right which the Borrower may have at any time against a
beneficiary named in a Letter of Credit or any transferee of any Letter
of Credit (or any Person for whom any such transferee may be acting),
any Lender, the Agent, the issuer of such Letter of Credit, or any
other Person, whether in connection with this Agreement, any Letter of
Credit, the transactions contemplated herein or any unrelated
transactions (including any underlying transactions between the
Borrower or any other Person and the beneficiary named in any Letter of
Credit);
(C) any draft, certificate or any other
document presented under the Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;
(D) the surrender or impairment of any security
for the performance or observance of any of the terms of any of the
Loan Documents; or
(E) the occurrence of any Default or Event of
Default.
(g) Recovery or Avoidance of Payments. In the event any
payment by or on behalf of the Borrower received by the Agent with respect to
any Letter of Credit (or any guaranty by the Borrower or reimbursement
obligation of the Borrower relating thereto) and distributed by the Agent to
the Lenders on account of their respective participations therein is thereafter
set aside, avoided or recovered from the Agent in connection with any
receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon
demand by the Agent, pay to the Agent their respective Pro Rata Shares of such
amount set aside, avoided or recovered, together
37
with interest at the rate required to be paid by the Agent upon the
amount required to be repaid by it.
(h) Compensation for Letters of Credit.
(i) Letter of Credit Fee. The Borrower agrees to pay to
the Agent with respect to each Letter of Credit, for the account of the
Lenders, the Letter of Credit Fee specified in, and in accordance with
the terms of, Section 3.6.
(ii) Issuer Fees and Charges. The Borrower shall pay to
the issuer of any Letter of Credit, or to the Agent, for the account of
the issuer of any such Letter of Credit, solely for such issuer's
account, such fees and other charges as are charged by such issuer for
letters of credit issued by it, including, without limitation, its
standard fees for issuing, administering, amending, renewing, paying
and canceling letters of credit and all other fees associated with
issuing or servicing letters of credit, as and when assessed.
(i) Indemnification; Exoneration.
(i) Indemnification. In addition to amounts payable as
elsewhere provided in this Section 2.4, the Borrower hereby agrees to
protect, indemnify, pay and save the Lenders and the Agent harmless
from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys'
fees) which any Lender or the Agent may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of
Credit or the provision of any credit support or enhancement in
connection therewith.
(ii) Assumption of Risk by the Borrower. As among the
Borrower, the Lenders, and the Agent, the Borrower assumes all risks of
the acts and omissions of, or misuse of any of the Letters of Credit
by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, subject to the
provisions of the applications for the issuance of Letters of Credit,
the Lenders and the Agent shall not be responsible for: (A) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any Person in connection with the application for
and issuance of and presentation of drafts with respect to any of the
Letters of Credit, even if it should prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged; (B) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason; (C) the failure of
the beneficiary of any Letter of Credit to comply duly with conditions
required in order to draw upon such Letter of Credit; (D) errors,
omissions, interruptions, or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex, facsimile transmission or
otherwise, whether or not they be in cipher; (E) errors in
interpretation of technical terms; (F) any loss or delay in the
transmission or otherwise of any document required in order make a
drawing under any Letter of Credit or of the proceeds thereof; (G) the
misapplication by the beneficiary of any Letter of Credit of the
proceeds of any drawing under such Letter of Credit; or (H) any
consequences arising from causes beyond the control of the Lenders or
the Agent,
38
including, without limitation, any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Governmental
Authority. None of the foregoing shall affect, impair or prevent the
vesting of any rights or powers of the Agent or any Lender under this
Section 2.4(i).
(iii) Exoneration. In furtherance and extension, and
not in limitation, of the specific provisions set forth above, any
action taken or omitted by the Agent or any Lender under or in
connection with any of the Letters of Credit or any related
certificates, if taken or omitted in the absence of gross negligence or
willful misconduct, shall not put the Agent or any Lender under any
resulting liability to the Borrower or relieve the Borrower of any of
its obligations hereunder to any such Person.
(j) Supporting Letter of Credit; Cash Collateral. If,
notwithstanding the provisions of Section 2.4(b) any Letter of Credit is
outstanding upon the termination of this Agreement, then upon such termination
the Borrower shall deposit with the Agent, for the ratable benefit of the
Lenders, with respect to each Letter of Credit then outstanding, as the
Majority Lenders, in their discretion shall specify, either (x) a standby
letter of credit (a "Supporting Letter of Credit") in form and substance
satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an
amount equal to the greatest amount for which such Letter of Credit may be
drawn, under which Supporting Letter of Credit the Agent is entitled to draw
amounts necessary to reimburse the Agent and the Lenders for payments made by
the Agent and the Lenders under such Letter of Credit or under any credit
support or enhancement provided through the Agent with respect thereto, or (y)
cash in an amount equal to the greatest amount for which such Letter of Credit
may be drawn, which amounts shall be used to reimburse the Agent and the
Lenders for payments made by the Agent or the Lenders under such Letter of
Credit or under any credit support or enhancement provided through the Agent
with respect thereto. Such Supporting Letter of Credit or deposit of cash shall
be held by the Agent, for the ratable benefit of the Lenders, as security for,
and to provide for the payment of, the aggregate undrawn amount of such Letters
of Credit remaining outstanding.
ARTICLE 3
INTEREST AND FEES
3.1 Interest.
(a) Interest Rates. All outstanding Obligations shall bear
interest on the unpaid principal amount thereof (including, to the extent
permitted by law, on interest thereon not paid when due) from the date made
until paid in full in cash at a rate determined by reference to the Base Rate
or the LIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to
exceed the Maximum Rate described in Section 3.3. Subject to the provisions of
Section 3.2, any of the Loans may be converted into, or continued as, Base Rate
Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time
Loans are outstanding with respect to which notice has not been delivered to
the Agent in accordance with the terms of this Agreement specifying the basis
for determining the interest rate applicable thereto, then those Loans shall be
Base Rate Loans and shall bear interest at a rate determined by reference to
the Base Rate until
39
notice to the contrary has been given to the Agent and such notice has become
effective. Except as otherwise provided herein, the outstanding Obligations
shall bear interest as follows:
(i) For all Loans and other Obligations, which are not LIBOR
Rate Loans, then at a fluctuating per annum rate equal to the Base Rate
plus the Applicable Margin; and
(ii) For all Loans and other Obligations, which are LIBOR Rate
Loans, then at a per annum rate equal to the LIBOR Rate plus the
Applicable Margin.
Each change in the Base Rate shall be reflected in the interest rate described
in (i) above as of the effective date of such change. All interest charges
shall be computed on the basis of a year of 360 days and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year). Interest accrued on all Loans will be payable in arrears on the
first day of each month hereafter.
(b) Default Rate. If any Default or Event of Default occurs and is
continuing and the Majority Lenders in their discretion so elect, then, while
any such Default or Event of Default is outstanding, all of the Obligations
shall bear interest at the Default Rate applicable thereto.
3.2 Conversion and Continuation Elections. (a) The Borrower may, upon
irrevocable written notice to the Agent in accordance with Section 3.2(b):
(i) elect, as of any Business Day, in the case of
Base Rate Loans to convert any such Loans (or any part thereof in an
amount not less than $1,000,000, or that is in an integral multiple of
$1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable
Interest Period, to continue any LIBOR Rate Loans having Interest
Periods expiring on such day (or any part thereof in an amount not less
than $1,000,000, or that is in an integral multiple of $1,000,000 in
excess thereof);
provided, that if at any time the aggregate amount of LIBOR Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such LIBOR Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrower to continue such Loans as, and convert such Loans into, LIBOR
Rate Loans, as the case may be, shall terminate.
(b) The Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 11:00 a.m.
(Chicago time) at least three (3) Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as LIBOR Rate Loans and specifying:
(i) the proposed Conversion/Continuation Date;
(ii) the aggregate amount of Loans to be converted or
renewed;
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(iii) the type of Loans resulting from the proposed
conversion or continuation; and
(iv) the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable
to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest
Period to be applicable to LIBOR Rate Loans or if any Default or Event of
Default then exists, the Borrower shall be deemed to have elected to convert
such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date
of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt
of a Notice of Conversion/Continuation. All conversions and continuations shall
be made ratably according to the respective outstanding principal amounts of
the Loans with respect to which the notice was given held by each Lender.
(e) During the existence of a Default or Event of Default, the
Borrower may not elect to have a Loan converted into or continued as a LIBOR
Rate Loan.
(f) After giving effect to any conversion or continuation of
Loans, there may not be more than five (5) different Interest Periods in
effect.
3.3 Maximum Interest Rate. In no event shall any interest rate provided
for hereunder exceed the maximum rate permissible for corporate borrowers under
applicable law for loans of the type provided for hereunder (the "Maximum
Rate"). If, in any month, any interest rate, absent such limitation, would have
exceeded the Maximum Rate, then the interest rate for that month shall be the
Maximum Rate, and, if in future months, that interest rate would otherwise be
less than the Maximum Rate, then that interest rate shall remain at the Maximum
Rate until such time as the amount of interest paid hereunder equals the amount
of interest which would have been paid if the same had not been limited by the
Maximum Rate. In the event that, upon payment in full of the Obligations under
this Agreement, the total amount of interest paid or accrued under the terms of
this Agreement is less than the total amount of interest which would, but for
this Section 3.3, have been paid or accrued if the interest rates otherwise set
forth in this Agreement had at all times been in effect, then the Borrower
shall, to the extent permitted by applicable law, pay the Agent, for the
account of the Lenders, an amount equal to the difference between (a) the
lesser of (i) the amount of interest which would have been charged if the
Maximum Rate had, at all times, been in effect or (ii) the amount of interest
which would have accrued had the interest rates otherwise set forth in this
Agreement, at all times, been in effect and (b) the amount of interest actually
paid or accrued under this Agreement. In the event that a court determines that
the Agent and/or any Lender has received interest and other charges hereunder
in excess of the Maximum Rate, such excess shall be deemed received on account
of, and shall automatically be applied to reduce, the Obligations other than
interest, in the inverse order of maturity, and if there are no Obligations
outstanding, the Agent and/or such Lender shall refund to the Borrower such
excess.
3.4 Closing Fee. On the Closing Date, the Borrower agrees to pay (i)
the Agent for the ratable benefit of the Lenders, a closing fee in the amount
of $315,000 (the "Closing Fee")
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and (ii) the Agent for its own account, other fees in the amounts and at such
times as are set forth in the Fee Letter of even date herewith between the
Agent and the Borrower (the "Fee Letter").
3.5 Unused Line Fee. The Borrower agrees to pay, on the first day of
each month and on the Termination Date, to the Agent, for the ratable account
of the Lenders, an unused line fee equal to three-eighth's of one percent
(.375%) per annum on the average daily amount by which the Maximum Amount
exceeded the sum of the average daily outstanding amount of Loans and the
undrawn amount of all outstanding Letters of Credit, during the immediately
preceding month or shorter period if calculated on the Termination Date. The
unused line fee shall be computed on the basis of a 360-day year for the actual
number of days elapsed. All payments received by the Agent on account of
Accounts or as proceeds of other Collateral shall be deemed to be credited to
the Borrower's Loan Account immediately upon receipt for purposes of
calculating the unused line fee pursuant to this Section 3.5.
3.6 Letter of Credit Fee. The Borrower agrees to pay to the Agent, for
the ratable account of the Lenders, for each Letter of Credit, a fee (the
"Letter of Credit Fee") equal to two percent (2%) per annum of the undrawn
amount of each Letter of Credit issued for the Borrower's account at the
Borrower's request (which fee includes a "fronting fee" required to be paid by
the Agent to such issuer for the assumption of the settlement risk in
connection with the issuance of such Letter of Credit), plus all out-of-pocket
costs, fees and expenses incurred by the Agent in connection with the
application for, issuance of, or amendment to any Letter of Credit. The Letter
of Credit Fee shall be payable in advance monthly, on the first day of each
month during which each such Letter of Credit remains outstanding. The Letter
of Credit Fee shall be computed on the basis of a 360-day year for the actual
number of days elapsed.
3.7 Audit Fees. The Borrower agrees to pay to the Agent, solely for its
own account, all costs and fees reasonably incurred by the Agent's internal
auditors in connection with audits of the Borrower performed by such auditors
during the term of this Agreement; provided, that so long as no Event of
Default has occurred and is continuing and so long as Revolver Availability
exceeds $15,000,000, the Agent shall not be entitled to reimbursement for any
such costs and fees incurred in connection with audits in excess of three (3)
per year, it being understood and agreed that so long as Revolver Availability
is less than $15,000,000, the Agent shall at any time be permitted to conduct,
and be reimbursed for, up to four (4) audits per year upon prior written notice
from the Agent to the Borrower and so long as an Event of Default has occurred
and is continuing no such limitation on reimbursement shall apply. Each auditor
of the Agent shall be billed at a rate of $500 per day plus reasonably incurred
out-of-pocket expenses (including travel expenses).
ARTICLE 4
PAYMENTS AND PREPAYMENTS
4.1 Repayment of Revolving Loans. The Borrower shall repay the
outstanding principal balance of the Revolving Loans, plus all accrued but
unpaid interest thereon, on the Termination Date. The Borrower may prepay
Revolving Loans at any time, and reborrow subject to the terms of this
Agreement; provided, however, that with respect to any LIBOR Rate Loans prepaid
by the Borrower prior to the expiration date of the Interest Period applicable
42
thereto, the Borrower agrees to pay to the Lenders the amounts described in
Section 5.4. In addition, and without limiting the generality of the foregoing,
upon demand the Borrower shall pay to the Agent, for the account of the
Lenders, the amount, without duplication, by which the sum of outstanding
Revolving Loans, the aggregate amount of Pending Revolving Loans, the aggregate
undrawn amounts of all outstanding Letters of Credit and the amount of all
unpaid reimbursement obligations with respect to the Letters of Credit exceeds
the Revolver Availability.
4.2 Termination of Facility. The Borrower may terminate this Agreement
upon at least ten (10) Business Days' notice to the Agent and the Lenders, upon
(i) the payment in full of all outstanding Revolving Loans, together with
accrued interest thereon, and the cancellation of all outstanding Letters of
Credit, (ii) the payment of the early termination fee set forth in the next
sentence, (iii) the payment in full in cash of all other Obligations together
with accrued interest thereon, and (iv) with respect to any LIBOR Rate Loans
prepaid in connection with such termination prior to the expiration date of the
Interest Period applicable thereto, the payment of the amounts described in
Section 5.4.
4.3 [INTENTIONALLY OMITTED].
4.4 [INTENTIONALLY OMITTED].
4.5 [INTENTIONALLY OMITTED].
4.6 Payments by the Borrower.
(a) All payments to be made by the Borrower shall be made without
set-off, recoupment or counterclaim. Except as otherwise expressly provided
herein, all payments by the Borrower shall be made to the Agent for the account
of the Lenders at the Agent's address set forth in Section 15.8, and shall be
made in Dollars and in immediately available funds, no later than 1:00 p.m.
(Chicago time) on the date specified herein. Any payment received by the Agent
later than 1:00 p.m. (Chicago time) shall be deemed to have been received on
the following Business Day and any applicable interest or fee shall continue to
accrue.
(b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and
such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.
(c) Unless the Agent receives notice from the Borrower prior to
the date on which any payment is due to the Lenders that the Borrower will not
make such payment in full as and when required, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date in immediately
available funds and the Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent the Borrower has
not made such payment in full to the Agent, each Lender shall repay to the
Agent on demand such amount distributed to such Lender, together with interest
thereon at the Federal Funds Rate for each day from the date such amount is
distributed to such Lender until the date repaid.
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4.7 Payments as Revolving Loans. All payments of principal, interest,
reimbursement obligations in connection with Letters of Credit, fees, premiums
and other sums payable hereunder, including all reimbursement for expenses
pursuant to Section 15.7, may, at the option of the Agent, in its sole
discretion, subject only to the terms of this Section 4.7, be paid from the
proceeds of Revolving Loans made hereunder, whether made following a request by
the Borrower pursuant to Section 2.2 or a deemed request as provided in this
Section 4.7. The Borrower hereby irrevocably authorizes the Agent to charge the
Loan Account for the purpose of paying principal, interest, reimbursement
obligations in connection with Letters of Credit, fees, premiums and other sums
payable hereunder, including reimbursing expenses pursuant to Section 15.7, and
agrees that all such amounts charged shall constitute Revolving Loans
(including BANA Loans and Agent Advances) and that all such Revolving Loans so
made shall be deemed to have been requested by Borrower pursuant to Section
2.2.
4.8 Apportionment, Application and Reversal of Payments. (a) Aggregate
principal and interest payments shall be apportioned ratably among the Lenders
(according to the unpaid principal balance of the Loans to which such payments
relate held by each Lender) and payments of the fees shall, as applicable, be
apportioned ratably among the Lenders. (b) All payments not relating to
principal or interest of specific Loans, or not constituting payment of
specific fees, and all proceeds of Accounts or other Collateral, the Pledged
Collateral or the Guarantor Collateral received by the Agent, shall be applied,
ratably, subject to the provisions of this Agreement, first, to pay, pro rata,
any fees, or expense reimbursements then due to the Agent and the Term Agent
from the Borrower under this Agreement and the Term Loan Agreement; second, to
pay, pro rata, any fees or expense reimbursements then due to the Lenders and
the Term Lenders from the Borrower under this Agreement, the Term Loan
Agreement and the Loan Agreements; third, to pay, pro rata, interest due in
respect of all Revolving Loans, including BANA Loans, Agent Advances and Term
Loans; fourth, to pay or prepay, pro rata, principal of the BANA Loans and the
Agent Advances, Revolving Loans, unpaid reimbursement obligations in respect of
Letters of Credit and Term Loans; and fifth, to the payment, pro rata, of any
other Obligation or Term Loan Obligation due to the Agent, the Term Agent, any
Lender or any Term Lender by the Borrower. (c) Notwithstanding anything to the
contrary contained in this Agreement, unless so directed by the Borrower, or
unless an Event of Default is outstanding, neither the Agent nor any Lender
shall apply any payments which it receives to any LIBOR Rate Loan, except (i)
on the expiration date of the Interest Period applicable to any such LIBOR Rate
Loan, or (ii) in the event, and only to the extent, that there are no
outstanding Base Rate Loans; provided, further, with respect to outstanding
Obligations pursuant to the Interest Rate Swap, for purposes of payment only,
the Swap Creditor shall be paid after the Lenders have been paid in full with
respect to the remaining Obligations. The Agent shall promptly distribute to
each Lender, pursuant to the applicable wire transfer instructions received
from each Lender in writing, such funds as it may be entitled to receive,
subject to a Settlement delay as provided in Section 2.2(j). The Agent and the
Lenders shall have the continuing and exclusive right to apply and reverse and
reapply any and all such proceeds and payments to any portion of the
Obligations or Term Loan Obligations, as the case may be.
4.9 Indemnity for Returned Payments. If, after receipt of any payment
of, or proceeds applied to the payment of, all or any part of the Obligations,
the Agent or any Lender is for any reason compelled to surrender such payment
or proceeds to any Person, because such payment or application of proceeds is
invalidated, declared fraudulent, set aside, determined to be void or
44
voidable as a preference, impermissible setoff, or a diversion of trust funds,
or for any other reason, then the Obligations or part thereof intended to be
satisfied shall be revived and continue and this Agreement shall continue in
full force as if such payment or proceeds had not been received by the Agent or
such Lender, and the Borrower shall be liable to pay to the Agent, and hereby
does indemnify the Agent and the Lenders and hold the Agent and the Lenders
harmless for, the amount of such payment or proceeds surrendered. The
provisions of this Section 4.9 shall be and remain effective notwithstanding
any contrary action which may have been taken by the Agent or any Lender in
reliance upon such payment or application of proceeds, and any such contrary
action so taken shall be without prejudice to the Agent's and the Lenders'
rights under this Agreement and shall be deemed to have been conditioned upon
such payment or application of proceeds having become final and irrevocable.
The provisions of this Section 4.9 shall survive the termination of this
Agreement.
4.10 Agent's and Lenders' Books and Records; Monthly Statements. The
Borrower agrees that the Agent's and each Lender's books and records showing
the Obligations and the transactions pursuant to this Agreement and the other
Loan Documents shall be admissible in any action or proceeding arising
therefrom, and shall constitute rebuttably presumptive proof thereof,
irrespective of whether any Obligation is also evidenced by a promissory note
or other instrument. The Agent will provide to the Borrower a monthly statement
of Loans, payments, and other transactions pursuant to this Agreement. Such
statement shall be deemed correct, accurate, and binding on the Borrower and an
account stated (except for reversals and reapplications of payments made as
provided in Section 4.8 and corrections of errors discovered by the Agent),
unless the Borrower notifies the Agent in writing to the contrary within
forty-five (45) days after such statement is rendered. In the event a timely
written notice of objections is given by the Borrower, only the items to which
exception is expressly made will be considered to be disputed by the Borrower.
ARTICLE 5
TAXES, YIELD PROTECTION AND ILLEGALITY
5.1 Taxes.
(a) Any and all payments by the Borrower to each Lender or the
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for any Taxes. In addition, the
Borrower shall pay all Other Taxes.
(b) The Borrower agrees to indemnify and hold harmless each Lender
and the Agent for the full amount of Taxes or Other Taxes (including any Taxes
or Other Taxes imposed by any jurisdiction on amounts payable under this
Section) paid by the Lender or the Agent and any liability (including
penalties, interest, additions to tax and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. Payment under this indemnification shall be made within
thirty (30) days after the date the Lender or the Agent makes written demand
therefor.
45
(c) If the Borrower shall be required by law to deduct or
withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, then:
(i) the sum payable shall be increased as necessary so
that after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under
this Section) such Lender or the Agent, as the case may be, receives an
amount equal to the sum it would have received had no such deductions
or withholdings been made;
(ii) the Borrower shall make such deductions and
withholdings;
(iii) the Borrower shall pay the full amount deducted or
withheld to the relevant taxing authority or other authority in
accordance with applicable law; and
(iv) the Borrower shall also pay to each Lender or the
Agent for the account of such Lender, at the time interest is paid, all
additional amounts which the respective Lender specifies as necessary
to preserve the after-tax yield the Lender would have received if such
Taxes or Other Taxes had not been imposed.
(d) Within thirty (30) days after the date of any payment by
the Borrower of Taxes or Other Taxes, the Borrower shall furnish the Agent the
original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to the Agent.
(e) If the Borrower is required to pay additional amounts to
any Lender or the Agent pursuant to subsection (c) of this Section, then such
Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Borrower which may thereafter
accrue, if such change in the judgment of such Lender is not otherwise
disadvantageous to such Lender.
5.2 Illegality.
(a) If any Lender determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make
LIBOR Rate Loans, then, on notice thereof by the Lender to the Borrower through
the Agent, any obligation of that Lender to make LIBOR Rate Loans shall be
suspended until the Lender notifies the Agent and the Borrower that the
circumstances giving rise to such determination no longer exist.
(b) If a Lender determines that it is unlawful to maintain any
LIBOR Rate Loan, the Borrower shall, upon its receipt of notice of such fact
and demand from such Lender (with a copy to the Agent), prepay in full such
LIBOR Rate Loans of that Lender then outstanding, together with interest
accrued thereon and amounts required under Section 5.4, either on the last day
of the Interest Period thereof, if the Lender may lawfully continue to maintain
such LIBOR Rate Loans to such day, or immediately, if the Lender may not
lawfully continue to maintain such LIBOR Rate Loan. If the Borrower is required
to so prepay any
46
LIBOR Rate Loan, then concurrently with such prepayment, the Borrower shall
borrow from the affected Lender, in the amount of such repayment, a Base Rate
Loan.
5.3 Increased Costs and Reduction of Return.
(a) If any Lender determines that, due to either (i) the
introduction of or any change in the interpretation of any law or regulation or
(ii) the compliance by that Lender with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force
of law), there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining any LIBOR Rate Loans, then the Borrower
shall be liable for, and shall from time to time, upon demand (with a copy of
such demand to be sent to the Agent), pay to the Agent for the account of such
Lender, additional amounts as are sufficient to compensate such Lender for such
increased costs.
(b) If any Lender shall have determined that (i) the introduction
of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance
by the Lender or any corporation controlling the Lender with any Capital
Adequacy Regulation, affects or would affect the amount of capital required or
expected to be maintained by the Lender or any corporation controlling the
Lender and (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy and such Lender's desired return on
capital) determines that the amount of such capital is increased as a
consequence of its Commitments, loans, credits or obligations under this
Agreement, then, upon demand of such Lender to the Borrower through the Agent,
the Borrower shall pay to the Lender, from time to time as specified by the
Lender, additional amounts sufficient to compensate the Lender for such
increase.
5.4 Funding Losses. The Borrower shall reimburse each Lender and hold
each Lender harmless from any loss or expense which the Lender may sustain or
incur as a consequence of:
(i) the failure of the Borrower to make on a timely basis
any payment of principal of any LIBOR Rate Loan;
(ii) the failure of the Borrower to borrow, continue or
convert a Loan after the Borrower has given (or is deemed to have
given) a Notice of Borrowing or a Notice of Conversion/Continuation;
(iii) the prepayment or other payment (including after
acceleration thereof) of an LIBOR Rate Loan on a day that is not the
last day of the relevant Interest Period;
including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained.
47
5.5 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the LIBOR
Rate for any requested Interest Period with respect to a proposed LIBOR Rate
Loan, or that the LIBOR Rate for any requested Interest Period with respect to
a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to
the Lenders of funding such Loan, the Agent will promptly so notify the
Borrower and each Lender. Thereafter, the obligation of the Lenders to make or
maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes
such notice in writing. Upon receipt of such notice, the Borrower may revoke
any Notice of Borrowing or Notice of Conversion/Continuation then submitted by
it. If the Borrower does not revoke such Notice, the Lenders shall make,
convert or continue the Loans, as proposed by the Borrower, in the amount
specified in the applicable notice submitted by the Borrower, but such Loans
shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate
Loans.
5.6 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article 5 shall deliver to the Borrower (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Lender hereunder and such certificate shall be conclusive and binding on
the Borrower in the absence of manifest error.
5.7 Survival. The agreements and obligations of the Borrower in this
Article 5 shall survive the payment of all other Obligations. The Lender
requesting compensation pursuant to Article 5 shall provide notice to the
Borrower within sixty (60) days after the date on which such Lender obtains
actual knowledge of any claim for compensation under said Article.
ARTICLE 6
COLLATERAL
6.1 Grant of Security Interest.
(a) As security for all present and future Obligations, the
Borrower hereby grants, and shall cause, on or prior to the Closing Date, LDM
Canada to grant, to the Agent, for the ratable benefit of the Lenders, a
continuing security interest in, lien on, and right of set-off against, all of
the following property of the Borrower and LDM Canada, whether now owned or
existing or hereafter acquired or arising, regardless of where located:
(i) all Accounts;
(ii) all Inventory;
(iii) all contract rights, letters of credit, Assigned
Contracts, chattel paper, instruments, notes, documents, and documents
of title;
(iv) all General Intangibles;
(v) all Equipment;
(vi) all Fixtures;
48
(vii) all Proprietary Rights;
(viii) all Investment Property;
(ix) all money, securities, financial assets and other
property of any kind of the Borrower and of LDM Canada in the
possession or under the control of the Agent or any Lender, any
assignee of or participant in the Obligations, or a bailee of any such
party or such party's affiliates;
(x) all deposit accounts, credits and balances with and other
claims against the Agent or any Lender or any of its affiliates or any
other financial institution in which the Borrower or LDM Canada
maintains deposits;
(xi) all books, records and other property related to or
referring to any of the foregoing, including, without limitation,
books, records, account ledgers, data processing records, computer
software and other property and General Intangibles at any time
evidencing or relating to any of the foregoing; and
(xii) all accessions to, substitutions for and replacements,
products and proceeds of any of the foregoing, including, but not
limited to, proceeds of any insurance policies (other than proceeds of
key-man life insurance on which the Borrower is the beneficiary),
claims against third parties, and condemnation or requisition payments
with respect to all or any of the foregoing.
All of the foregoing and all other property of the Borrower or each Guarantor
in which the Agent or any Lender may at any time be granted a Lien, is herein
collectively referred to as the "Collateral".
(b) All of the Obligations shall be secured by all of the
Collateral, the Pledged Collateral and the Guarantor Collateral. The Agent may,
subject to the provisions of Articles 13 and 14, in its sole discretion, (i)
exchange, waive, or release any of the Collateral, (ii) apply Collateral and
direct the order or manner of sale thereof as the Agent may determine, and
(iii) settle, compromise, collect, or otherwise liquidate any Collateral in any
manner, all without affecting the Obligations or the Agent's or any Lender's
right to take any other action with respect to any other Collateral.
6.2 Perfection and Protection of Security Interest.
(a) The Borrower shall, and shall cause each Guarantor to, at
Borrower's expense, perform all steps requested by the Agent at any time to
perfect, maintain, protect, and enforce the Agent's Liens, including, without
limitation: (i) executing, delivering and/or filing and recording of the
Intellectual Property Security Agreement, the Pledge Agreement and the
Guarantor Collateral Documents and executing and filing financing or
continuation statements, and amendments thereof, in form and substance
satisfactory to the Agent; (ii) delivering to the Agent the originals of all
instruments, documents, and chattel paper, and all other Collateral, Pledged
Collateral and Guarantor Collateral of which the Agent determines it should
have physical possession in order to perfect and protect the Agent's security
interest therein, duly pledged, endorsed or assigned to the Agent without
restriction; (iii) delivering to the Agent
49
warehouse receipts covering any portion of the Collateral located in warehouses
and for which warehouse receipts are issued; (iv) when an Event of Default
exists, transferring Inventory to warehouses designated by the Agent; (v)
placing notations on the Borrower's and each Guarantor's books of account to
disclose the Agent's security interest; (vii) delivering to the Agent all
letters of credit on which the Borrower or LDM Canada is named beneficiary; and
(viii) taking such other steps as are deemed necessary or desirable by the
Agent to maintain and protect the Agent's Liens. To the extent permitted by
applicable law, the Agent may file, without the Borrower's or a Guarantor's
signature, one or more financing statements disclosing the Agent's Liens. The
Borrower agrees that a carbon, photographic, photostatic, or other reproduction
of this Agreement or of a financing statement is sufficient as a financing
statement.
(b) If any Collateral or Guarantor Collateral is at any time
in the possession or control of any warehouseman, bailee or any of the
Borrower's or LDM Canada's agents or processors, then the Borrower shall notify
the Agent thereof and shall notify or cause LDM Canada to notify such Person of
the Agent's security interest in such Collateral or Guarantor Collateral and,
upon the Agent's request, instruct such Person to hold all such Collateral or
Guarantor Collateral for the Agent's account subject to the Agent's
instructions. If at any time any Collateral or Guarantor Collateral is located
on any operating facility of the Borrower or each Guarantor which is not owned
by the Borrower or LDM Canada, then the Borrower shall, at the request of the
Agent, obtain or cause LDM Canada to obtain written waivers, in form and
substance satisfactory to the Agent, of all present and future Liens to which
the owner or lessor of such premises may be entitled to assert against the
Collateral.
(c) From time to time, the Borrower shall, and shall cause
each Guarantor to, upon the Agent's request, execute and deliver confirmatory
written instruments pledging to the Agent, for the ratable benefit of the
Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the
case may be, with respect to the Borrower or such Guarantor, but the Borrower's
or such Guarantor's failure to do so shall not affect or limit the Agent's
security interest or the Agent's other rights in and to the Collateral, Pledged
Collateral or Guarantor Collateral, as the case may be, with respect to the
Borrower or such Guarantor. So long as this Agreement is in effect and until
all Obligations have been fully satisfied, the Agent's Liens shall continue in
full force and effect in all Collateral, Pledged Collateral and Guarantor
Collateral (whether or not deemed eligible for the purpose of calculating the
Revolving Availability or as the basis for any advance, loan, extension of
credit, or other financial accommodation).
6.3 Location of Collateral. The Borrower represents and warrants to
the Agent and the Lenders that: (i) Schedule 6.3 is a correct and complete list
of the Borrower's and each Guarantor's state or province of formation, chief
executive office, the location of its books and records, the locations of the
Collateral and the Guarantor Collateral with respect to the Borrower and such
Guarantor, and the locations of all of its other places of business; and (ii)
Schedule 6.3 correctly identifies any of such facilities and locations where
Collateral and the Guarantor Collateral is located that are not owned by the
Borrower or the relevant Guarantor and sets forth the names of the owners and
lessors or sublessors of and, to the best of the Borrower's knowledge, the
holders of any mortgages on, such facilities and locations. The Borrower
covenants and agrees that it will not and will not permit any Guarantor to (x)
maintain any Collateral with respect to the Borrower at any location other than
those locations listed for the Borrower, and with respect to any Guarantor at
any location other than those locations listed for
50
such Guarantor, on Schedule 6.3, (y) otherwise change or add to any of such
locations, or (z) change the location of its chief executive office from the
location identified in Schedule 6.3, unless it gives the Agent at least thirty
(30) days' prior written notice thereof and executes any and all financing
statements and other documents that the Agent requests in connection therewith.
Without limiting the foregoing, the Borrower represents that all of its and LDM
Canada's Inventory is, and covenants that all of its Inventory will be, located
either (A) on premises owned by the Borrower or LDM Canada, as the case may be,
(B) on premises leased by the Borrower or LDM Canada, as the case may be,
provided that the Agent has received an executed landlord waiver from the
landlord of such premises in form and substance satisfactory to the Agent, or
(C) in a public warehouse; provided that the Agent has received an executed
bailee letter from the applicable public warehouseman in form and substance
satisfactory to the Agent. As to each location, the Agent for the benefit of
Lenders shall have filed state (and, to the extent required, local) UCC-1
financing statements; as to all leased and bailment location, the Borrower
shall use and shall cause LDM Canada to use all reasonable efforts to obtain
landlord and bailee waivers; as to all bailment locations for which bailee
waiver letters have not been obtained, the Agent shall have delivered to the
bailee a notice of lien under Article 9 of the UCC; and for all leased
locations as to which waiver letters have not been obtained, the Inventory at
those leased locations shall not constitute Eligible Inventory.
6.4 Title to, Liens on, and Sale and Use of Collateral. The Borrower
represents and warrants to the Agent and the Lenders and agrees with the Agent
and the Lenders that: (i) all of the Collateral, Pledged Collateral and
Guarantor Collateral is and will continue to be owned by the Borrower or a
Guarantor, as the case may be, free and clear of all Liens whatsoever, except
for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged
Collateral and Guarantor Collateral will not be subject to any prior Lien;
(iii) the Borrower will and will cause each Guarantor to use, store, and
maintain the Collateral, Pledged Collateral and Guarantor Collateral with all
reasonable care and will use such Collateral, Pledged Collateral or Guarantor
Collateral for lawful purposes only; and (iv) the Borrower will not, and will
not permit any Guarantor to, without the Agent's prior written approval, sell,
or dispose of or permit the sale or disposition of any of the Collateral,
Pledged Collateral or Guarantor Collateral, except for sales of Inventory in
the ordinary course of business and sales of Equipment as permitted by Section
6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or
Guarantor Collateral, shall not be deemed to constitute the Agent's or any
Lender's consent to any sale or other disposition of the Collateral, Pledged
Collateral or Guarantor Collateral, except as expressly permitted herein.
6.5 Appraisals. Whenever a Default or Event of Default exists, and at
such other times not more frequently than once every two years as the Agent
requests, the Borrower shall, at its expense and upon the Agent's request,
provide the Agent with appraisals or updates thereof of any or all of the
Collateral or Guarantor Collateral from an appraiser, and prepared on a basis,
satisfactory to the Agent, such appraisals and updates to include, without
limitation, information required by applicable law and regulation and by the
internal policies of the Lenders.
6.6 Access and Examination; Confidentiality.
(a) The Agent, accompanied by any Lender which so elects, may at
all reasonable times (and at any time when a Default or Event of Default
exists) have access to, examine, audit, make extracts from or copies of and
inspect any or all of the Borrower's and each
51
Guarantor's records, files, and books of account and the Collateral, Pledged
Collateral and Guarantee Collateral, and discuss the Borrower's and such
Guarantor's affairs with the Borrower's and such Guarantor's officers and
management. The Borrower will deliver and will cause each Guarantor to deliver
to the Agent any instrument necessary for the Agent to obtain records from any
service bureau maintaining records for the Borrower or such Guarantor. The
Agent may, and at the direction of the Majority Lenders shall, at any time when
a Default or Event of Default exists, and at the Borrower' expense, make copies
of all of the Borrower's or any Guarantor's books and records, or require the
Borrower to deliver such copies to the Agent. The Agent may, without expense to
the Agent, use such of the Borrower's or any Guarantor's respective personnel,
supplies, and premises as may be reasonably necessary for maintaining or
enforcing the Agent's Liens. The Agent shall have the right, at any time, in
the Agent's name or in the name of a nominee of the Agent, to verify the
validity, amount or any other matter relating to the Accounts, Inventory, or
other Collateral, Pledged Collateral or Guarantor Collateral by mail,
telephone, or otherwise.
(b) The Borrower agrees that, subject to the Borrower's prior
consent, which consent shall not be unreasonably withheld or delayed, the Agent
and each Lender may use the Borrower's name in advertising and promotional
material and in conjunction therewith disclose the general terms of this
Agreement. The Agent and each Lender agree to take normal and reasonable
precautions and exercise due care to maintain the confidentiality of all
information identified as "confidential" or "secret" by the Borrower and
provided to the Agent or such Lender by or on behalf of the Borrower or any
Guarantor, under this Agreement or any other Loan Document, and neither the
Agent, nor such Lender nor any of their respective Affiliates shall use any
such information other than in connection with or in enforcement of this
Agreement and the other Loan Documents, except to the extent that such
information (i) was or becomes generally available to the public other than as
a result of disclosure by the Agent or such Lender, or (ii) was or becomes
available on a non-confidential basis from a source other than the Borrower or
a Guarantor, provided that such source is not bound by a confidentiality
agreement with the Borrower known to the Agent or such Lender; provided,
however, that the Agent and any Lender may disclose such information (1) at the
request or pursuant to any requirement of any Governmental Authority to which
the Agent or such Lender is subject or in connection with an examination of the
Agent or such Lender by any such Governmental Authority; (2) pursuant to
subpoena or other court process; (3) when required to do so in accordance with
the provisions of any applicable requirement of law; (4) to the extent
reasonably required in connection with any litigation or proceeding (including,
but not limited to, any bankruptcy proceeding) to which the Agent, any Lender
or their respective Affiliates may be party; (5) to the extent reasonably
required in connection with the exercise of any remedy hereunder or under any
other Loan Document; (6) to the Agent's or such Lender's independent auditors,
accountants, attorneys and other professional advisors; (7) to any Affiliate of
the Agent or such Lender, or to any Participating Lender or assignee under any
Assignment and Acceptance, actual or potential, provided that such affiliate,
Participating Lender or assignee agrees to keep such information confidential
to the same extent required of the Agent and the Lenders hereunder; and (8) as
expressly permitted under the terms of any other document or agreement
regarding confidentiality to which the Borrower or a Guarantor is party or is
deemed party with the Agent or such Lender.
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6.7 Collateral Reporting. The Borrower shall provide the Agent with the
following documents at the following times in form satisfactory to the Agent:
(i) on a weekly basis, separate Borrowing Base Certificates with respect to the
Borrower and LDM Canada, in each case together with a schedule of credit memos
and reports, a schedule of collections of accounts receivable, a schedule of
Accounts created since the last such schedule; provided that such reporting
requirements shall be more frequent, as specified by Agent, if Revolver
Availability is less than $15,000,000; (ii) on a monthly basis, or more
frequently if requested by the Agent, a schedule of the Accounts created since
the last such schedule; (iii) on a monthly basis, an aging of the Accounts,
together with a reconciliation to the previous months aging of the Accounts and
to the Borrower's and LDM Canada's general ledger; (iv) on a monthly basis, an
aging of the Borrower's and LDM Canada's accounts payable; (v) on a monthly
basis (or more frequently if requested by the Agent), Inventory reports by
category, with additional detail showing additions to and deletions from the
Inventory; (vi) upon request, copies of invoices in connection with the
Borrower's and LDM Canada's Accounts, customer statements, credit memos,
remittance advices and reports, deposit slips, shipping and delivery documents
in connection with the Borrower's Accounts and for Inventory and Equipment
acquired by the Borrower or LDM Canada, purchase orders and invoices; (vii) on
a monthly basis, a statement of the balance of each of the Intercompany
Accounts as of the last day of the immediately preceding calendar month; (viii)
such other reports as to the Collateral or Guarantor Collateral of the Borrower
or as to the Guarantor Collateral of LDM Canada as the Agent shall reasonably
request from time to time; and (ix) with the delivery of each of the foregoing,
a certificate of an officer of the Borrower certifying as to the accuracy and
completeness of the foregoing. If any of the Borrower's or LDM Canada's records
or reports of the Collateral or Guarantor Collateral are prepared by an
accounting service or other agent, the Borrower hereby authorizes such service
or agent to deliver such records, reports, and related documents to the Agent,
for distribution to the Lenders.
6.8 Accounts.
(a) The Borrower hereby represents and warrants to the Agent and
the Lenders, with respect to the Accounts, that: (i) each existing Account
represents, and each future Account will represent, a bona fide sale or lease
and delivery of goods by the Borrower or LDM Canada, or rendition of services
by the Borrower or LDM Canada, in the ordinary course of the Borrower's or LDM
Canada's business; (ii) each existing Account is, and each future Account will
be, for a liquidated amount payable by the Account Debtor thereon on the terms
set forth in the invoice therefor or in the schedule thereof delivered to the
Agent, without any offset, deduction, defense, or counterclaim except those
known to the Borrower and disclosed to the Agent and the Lenders pursuant to
this Agreement; (iii) no payment will be received with respect to any Account,
and no credit, discount, or extension, or agreement therefor will be granted on
any Account, except as reported to the Agent and the Lenders in accordance with
this Agreement; (iv) each copy of an invoice delivered to the Agent by the
Borrower will be a genuine copy of the original invoice sent to the Account
Debtor named therein; and (v) all goods described in each invoice will have
been delivered to the Account Debtor and all services of the Borrower or LDM
Canada described in each invoice will have been performed.
(b) Borrower shall not and shall not cause or permit LDM Canada to
re-date any invoice or sale or make sales on extended dating beyond that
customary in the Borrower's business or extend or modify any Account. If the
Borrower becomes aware of any matter
53
adversely affecting the collectability of any Account or Account Debtor
involving an amount greater than $500,000, including information regarding the
Account Debtor's creditworthiness, the Borrower will promptly so advise the
Agent.
(c) Borrower shall not and shall not cause or permit LDM
Canada to accept any note or other instrument (except a check or other
instrument for the immediate payment of money) with respect to any Account
without the Agent's written consent. If the Agent consents to the acceptance of
any such instrument, it shall be considered as evidence of the Account and not
payment thereof and the Borrower will promptly deliver such instrument to the
Agent, endorsed by the Borrower or LDM Canada, as the case may be, to the Agent
in a manner satisfactory in form and substance to the Agent. Regardless of the
form of presentment, demand, notice of protest with respect thereto, the
Borrower or LDM Canada, as the case may be, shall remain liable thereon until
such instrument is paid in full.
(d) The Borrower shall notify the Agent promptly of all
disputes and claims in excess of $500,000, individually, or $1,500,000 in the
aggregate with any Account Debtor, and agrees to settle, contest, or adjust
such dispute or claim at no expense to the Agent or any Lender. No discount,
credit or allowance shall be granted to any Account Debtor other than normal
and customary discounts and allowances without the Agent's prior written
consent, except for discounts, credits and allowances made or given in the
ordinary course of the Borrower's or LDM Canada's, as the case may be, business
when no Event of Default exists hereunder. The Borrower shall send the Agent a
copy of each credit memorandum in excess of $500,000 as soon as issued. The
Agent may, and at the direction of the Majority Lenders shall, at all times
when an Event of Default exists hereunder, settle or adjust disputes and claims
directly with Account Debtors for amounts and upon terms which the Agent or the
Majority Lenders, as applicable, shall consider advisable and, in all cases,
the Agent will credit the Borrower's Loan Account with only the net amounts
received by the Agent in payment of any Accounts.
(e) If an Account Debtor returns any Inventory to the Borrower
or LDM Canada when no Event of Default exists, then the Borrower shall promptly
determine or shall cause LDM Canada to promptly determine the reason for such
return and shall issue a credit memorandum to the Account Debtor in the
appropriate amount. The Borrower shall immediately report to the Agent any
return involving an amount in excess of $500,000. Each such report shall
indicate the reasons for the returns and the locations and condition of the
returned Inventory. In the event any Account Debtor returns Inventory to the
Borrower or LDM Canada when an Event of Default exists, the Borrower, upon
request of the Agent, shall, and shall cause LDM Canada to: (i) hold the
returned Inventory in trust for the Agent; (ii) segregate all returned
Inventory from all of its other property; (iii) dispose of the returned
Inventory solely according to the Agent's written instructions; and (iv) not
issue any credits or allowances with respect thereto without the Agent's prior
written consent. All returned Inventory shall be subject to the Agent's Liens
thereon. Whenever any Inventory is returned, the related Account shall be
deemed ineligible to the extent of the amount owing by the Account Debtor with
respect to such returned Inventory.
6.9 Collection of Accounts; Payments.
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(a) Until the Agent notifies the Borrower to the
contrary, the Borrower shall and shall cause LDM Canada to make collection of
all Accounts and other Collateral and Guarantor Collateral for the Agent, shall
and shall cause LDM Canada to receive all payments as the Agent's trustee, and
shall immediately deliver all payments in their original form duly endorsed in
blank into a Payment Account established for the account of the Borrower or LDM
Canada, as applicable at a bank acceptable to Agent and subject to documentation
acceptable to Agent. The Borrower shall and shall cause LDM Canada to establish
a lock-box service for collections of Accounts at a bank acceptable to the Agent
and pursuant to documentation satisfactory to the Agent. The Borrower shall and
shall cause LDM Canada to instruct all Account Debtors to make all payments
directly to the address established for such service. If, notwithstanding such
instructions, the Borrower or LDM Canada, as applicable, receives any proceeds
of Accounts, it shall receive such payments as the Agent's trustee, and shall
immediately deliver such payments to the Agent in their original form duly
endorsed in blank or deposit them into a Payment Account, as the Agent may
direct. All collections received in any such lock-box or Payment Account or
directly by the Borrower or LDM Canada, as the case may be, or the Agent, and
all funds in any Payment Account or other account to which such collections are
deposited shall be subject to the Agent's sole control. The Agent or the Agent's
designee may, at any time, notify Account Debtors that the Accounts have been
assigned to the Agent and of the Agent's security interest therein. If an Event
of Default shall have occurred and be continuing, the Agent may collect the
Accounts directly and charge the collection costs and expenses to the Borrower's
Loan Account as a Revolving Loan. When an Event of Default exists, the Borrower,
at the Agent's request, shall execute and deliver and shall cause LDM Canada to
execute and deliver to the Agent such documents as the Agent shall require to
grant the Agent access to any post office box in which collections of Accounts
are received.
(b) If sales of Inventory are made for cash, the Borrower
shall and shall cause LDM Canada to immediately deliver to the Agent or deposit
into a Payment Account the identical checks, cash, or other forms of payment
which the Borrower receives.
(c) All payments, including immediately available funds
received by the Agent at a bank designated by it, received by the Agent on
account of Accounts or as proceeds of other Collateral will be the Agent's sole
property for the benefit of the Lenders and will be credited to the Borrower's
Loan Account on the same Business Day as such payments are received in
immediately available funds.
(d) Notwithstanding anything to the contrary herein and
in particular Section 4.8, all proceeds and collections of LDM Canada's Accounts
and other Collateral and payments received by the Agent and/or Lenders from LDM
Canada shall be applied to fees and expense reimbursements not in the nature of
interest for the purposes of the Income Tax Act of Canada and to principal
before being applied to interest due or fees and expense reimbursements which
are or may be in the nature of interest payments for the purposes of the Income
Tax Act of Canada.
6.10 Inventory; Perpetual Inventory. The Borrower represents and
warrants to the Agent and the Lenders and agrees with the Agent and the Lenders
that all of the Inventory owned by the Borrower or LDM Canada is and will be
held for sale or lease, or to be furnished in connection with the rendition of
services, in the ordinary course of the Borrower's or LDM
55
Canada's business, and is and will be fit for such purposes. The Borrower will
keep and will cause LDM Canada to keep its Inventory in good and marketable
condition, at its own expense. Borrower will not, and will not permit LDM Canada
to, without the prior written consent of the Agent, acquire or accept any
Inventory on consignment or approval. The Borrower agrees that all Inventory
produced in the United States will be produced in accordance with the Federal
Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and
orders thereunder. The Borrower will conduct a monthly physical count of the
Inventory (and after and during the continuation of an Event of Default, at such
other times as the Agent requests) and deliver a summary of the results thereof
to the Agent within thirty (30) days after the last day of each calendar month
until the Borrower has implemented a perpetual inventory system for the Borrower
and LDM Canada and the Agent is satisfied with the test count results as a
verification of the accuracy of those perpetual inventory systems. The Borrower
will not, and will not permit LDM Canada to, without the Agent's written
consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and
return, sale on approval, consignment, or other repurchase or return basis.
6.11 Equipment.
(a) The Borrower represents and warrants to the Agent and
the Lenders and agrees with the Agent and the Lenders that all of the Equipment
owned by the Borrower or LDM Canada is and will be used or held for use in the
Borrower's or LDM Canada's, as the case may be, business, and is and will be fit
for such purposes. The Borrower shall keep and maintain and shall cause LDM
Canada to keep and maintain its Equipment in good operating condition and repair
(ordinary wear and tear excepted) and shall make all necessary replacements
thereof.
(b) The Borrower shall promptly inform the Agent of any
material additions to or deletions from the Equipment. The Borrower shall not
permit any Equipment to become a fixture with respect to real property or to
become an accession with respect to other personal property with respect to
which real or personal property the Agent does not have a Lien. The Borrower
will not and will not permit LDM Canada, without the Agent's prior written
consent, alter or remove any identifying symbol or number on any of the
Borrower's or LDM Canada's Equipment consisting of Collateral or Guarantor
Collateral, as the case may be.
(c) The Borrower shall not, and shall not permit LDM
Canada to, without the Lenders' prior written consent, sell, lease as a lessor
(except as permitted by Section 9.9) or otherwise dispose of any of the
Borrower's or LDM Canada's Equipment; provided, however, that the Borrower and
LDM Canada may dispose of obsolete or unusable Equipment having an orderly
liquidation value no greater than $500,000 in the aggregate in any Fiscal Year,
without the Lenders' consent, subject to the conditions set forth in the next
sentence. In the event any of such Equipment is sold, transferred or otherwise
disposed of pursuant to the proviso contained in the immediately preceding
sentence, (1) if such sale, transfer or disposition is effected without
replacement of such Equipment, or such Equipment is replaced by Equipment leased
by the Borrower or LDM Canada or by Equipment purchased by the Borrower or LDM
Canada subject to a Lien, then the Borrower shall deliver or cause LDM Canada to
deliver all of the cash proceeds of any such sale, transfer or disposition to
the Agent, which proceeds shall be applied, ratably, to the reduction of the
Obligations in the order provided for in Section 4.8, or (2) if such sale,
transfer or disposition is made in connection with the purchase by the Borrower
or LDM
56
Canada of replacement Equipment, then the Borrower shall use or shall cause LDM
Canada to use, as the case may be, the proceeds of such sale, transfer or
disposition to purchase such replacement Equipment and shall deliver to the
Agent written evidence of the use of the proceeds for such purchase. All
replacement Equipment purchased by the Borrower or LDM Canada shall be free and
clear of all Liens except the Agent's Lien.
6.12 Assigned Contracts. The Borrower shall and shall cause LDM Canada
to fully perform all of its obligations under each of the Borrower's or LDM
Canada's Assigned Contracts, and shall enforce and shall cause LDM Canada to
enforce all of its rights and remedies thereunder as it deems appropriate in its
business judgment; provided, however, that the Borrower shall not and shall not
permit LDM Canada to take any action or fail to take any action with respect to
its Assigned Contracts which would result in a waiver or other loss of any
material right or remedy of the Borrower or LDM Canada thereunder. Without
limiting the generality of the foregoing, the Borrower shall take and shall
cause LDM Canada to take all action necessary or appropriate to permit, and
shall not take any action which would have any materially adverse effect upon,
the full enforcement of all indemnification rights under its Assigned Contracts.
The Borrower shall not and shall not permit LDM Canada to, without the Agent's
and the Majority Lender's prior written consent, modify, amend, supplement,
compromise, satisfy, release, or discharge any of its Assigned Contracts, any
collateral securing the same, any Person liable directly or indirectly with
respect thereto, or any agreement relating to any of its Assigned Contracts or
the collateral therefor. The Borrower shall notify the Agent and the Lenders in
writing, promptly after the Borrower or LDM Canada becomes aware thereof, of any
event or fact which could give rise to a claim by it for indemnification under
any of its Assigned Contracts, and shall diligently pursue or cause LDM Canada
diligently to pursue such right and report to the Agent on all further
developments with respect thereto. The Borrower shall remit directly to the
Agent for application to the Obligations in such order as the Majority Lenders
shall determine, all amounts received by the Borrower or LDM Canada as
indemnification or otherwise pursuant to its Assigned Contracts. If the Borrower
or LDM Canada shall fail after the Agent's demand to pursue diligently any right
under its Assigned Contracts, or if an Event of Default then exists, the Agent
may, and at the direction of the Majority Lenders shall, directly enforce such
right in its own or the Borrower's or LDM Canada's name and may enter into such
settlements or other agreements with respect thereto as the Agent or the
Majority Lenders, as applicable, shall determine. In any suit, proceeding or
action brought by the Agent for the benefit of the Lenders under any Assigned
Contract for any sum owing thereunder or to enforce any provision thereof, the
Borrower shall indemnify and hold the Agent and Lenders harmless from and
against all expense, loss or damage suffered by reason of any defense, setoff,
counterclaims, recoupment, or reduction of liability whatsoever of the obligor
thereunder arising out of a breach by the Borrower or LDM Canada of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing from the Borrower or LDM Canada to or in favor of
such obligor or its successors. All such obligations of the Borrower or LDM
Canada shall be and remain enforceable only against the Borrower or LDM Canada,
as the case may be, and shall not be enforceable against the Agent.
Notwithstanding any provision hereof to the contrary, the Borrower or LDM
Canada, as the case may be, shall at all times remain liable to observe and
perform all of its duties and obligations under its Assigned Contracts, and the
Agent's or any Lender's exercise of any of their respective rights with respect
to the Collateral shall not release the Borrower or LDM Canada, as the case may
be, from any of such duties and obligations. Neither the Agent nor any Lender
shall be
57
obligated to perform or fulfill any of the Borrower's or LDM Canada's duties or
obligations under its Assigned Contracts or to make any payment thereunder, or
to make any inquiry as to the nature or sufficiency of any payment or property
received by it thereunder or the sufficiency of performance by any party
thereunder, or to present or file any claim, or to take any action to collect or
enforce any performance, any payment of any amounts, or any delivery of any
property.
6.13 Documents, Instruments, and Chattel Paper. The Borrower represents
and warrants to the Agent and the Lenders that (i) all documents, instruments,
and chattel paper describing, evidencing, or constituting Collateral, Pledged
Collateral or Guarantor Collateral, as the case may be, and all signatures and
endorsements thereon, are and will be complete, valid, and genuine, and (ii) all
goods evidenced by such documents, instruments, and chattel paper are and will
be owned by the Borrower or a Guarantor, as the case may be, free and clear of
all Liens other than Permitted Liens. The Borrower agrees that it shall deliver
and shall cause each Guarantor to deliver to the Agent, at the Closing Date, and
thereafter, promptly upon obtaining possession thereof, the originals of all
instruments and chattel paper received by the Borrower or such Guarantor.
6.14 Right to Cure. The Agent may, in its discretion, and shall, at the
direction of the Majority Lenders, pay any amount or do any act required of the
Borrower or any Guarantor hereunder or under any other Loan Document in order
to preserve, protect, maintain or enforce the Obligations, the Collateral,
Pledge Collateral or Guarantor Collateral, or the Agent's Liens therein, and
which the Borrower or such Guarantor, as the case may be, fails to pay or do,
including, without limitation, payment of any judgment against the Borrower or
such Guarantor, any insurance premium, any warehouse charge, any finishing or
processing charge, any landlord's claim, and any other Lien upon or with
respect to the Collateral, Pledged Collateral or Guarantor Collateral. All
payments that the Agent makes under this Section 6.14 and all out-of-pocket
costs and expenses that the Agent pays or incurs in connection with any action
taken by it hereunder shall be charged to the Borrower's Loan Account as a
Revolving Loan . Any payment made or other action taken by the Agent under this
Section 6.14 shall be without prejudice to any right to assert an Event of
Default hereunder and to proceed thereafter as herein provided.
6.15 Power of Attorney. The Borrower hereby appoints the Agent and the
Agent's designee as the Borrower's attorney, with power: (i) to endorse the
Borrower's name on any checks, notes, acceptances, money orders, or other forms
of payment or security that come into the Agent's or any Lender's possession;
(ii) to sign the Borrower's name on any invoice, xxxx of lading, warehouse
receipt or other document of title relating to any Collateral, on drafts
against customers, on assignments of Accounts, on notices of assignment,
financing statements and other public records; (iii) to notify the post office
authorities, when an Event of Default exists, to change the address for
delivery of the Borrower's mail to an address designated by the Agent and to
receive, open and dispose of all mail addressed to the Borrower; (iv) to send
requests for verification of Accounts to customers or Account Debtors; (v) to
clear Inventory, the purchase of which was financed with Letters of Credit,
through customs in the Borrower's name, the Agent's name or the name of the
Agent's designee, and to sign and deliver to customs officials powers of
attorney in the Borrower's name for such purpose; and (vi) to do all things
necessary to carry out this Agreement. The Borrower ratifies and approves all
acts of such attorney. None of the Lenders or the Agent nor their attorneys
will be liable for any acts or omissions or for any error
58
of judgment or mistake of fact or law other than as a result of such Person's
gross negligence or willful misconduct. This power, being coupled with an
interest, is irrevocable until this Agreement has been terminated and the
Obligations have been fully satisfied.
6.16 The Agent's and Lenders' Rights, Duties and Liabilities. The
Borrower assumes all responsibility and liability arising from or relating to
the use, sale or other disposition of the Collateral, Pledged Collateral or
Guarantor Collateral. Neither the Agent, nor any Lender, nor any of their
respective officers, directors, employees or agents shall be liable or
responsible in any way for the safekeeping of any of the Collateral, Pledged
Collateral or Guarantor Collateral, or for any loss or damage thereto, or for
any diminution in the value thereof, or for any act of default of any
warehouseman, carrier, forwarding agency or other person whomsoever, all of
which shall be at the Borrower's sole risk. The Obligations shall not be
affected by any failure of the Agent or any Lender to take any steps to perfect
the Agent's Liens or to collect or realize upon the Collateral, Pledged
Collateral or Guarantor Collateral, nor shall loss of or damage to the
Collateral, Pledged Collateral or Guarantor Collateral release the Borrower from
any of the Obligations. Upon the occurrence and continuance of an Event of
Default, the Agent may (but shall not be required to), and at the direction of
the Majority Lenders shall, without notice to or consent from the Borrower, xxx
upon or otherwise collect, extend the time for payment of, modify or amend the
terms of, compromise or settle for cash, credit, or otherwise upon any terms,
grant other indulgences, extensions, renewals, compositions, or releases, and
take or omit to take any other action with respect to the Collateral, Pledged
Collateral or Guarantor Collateral, any security therefor, any agreement
relating thereto, any insurance applicable thereto, or any Person liable
directly or indirectly in connection with any of the foregoing, without
discharging or otherwise affecting the liability of the Borrower for the
Obligations or under this Agreement or any other agreement now or hereafter
existing between the Agent and/or any Lender and the Borrower.
6.17 Effect of Amendment and Restatement on Article 6. As of the
Closing Date, the provisions of this Article 6 shall be deemed to amend and
restate Article 6 of the Prior Credit Agreement; provided, that the obligations
of, and the security interests and Liens granted by, the Borrower, LDM Canada
or any Guarantor under the Prior Credit Agreement shall survive and be
continuing in accordance with the terms hereof.
ARTICLE 7
BOOKS AND RECORDS: FINANCIAL INFORMATION: NOTICES
7.1 Books and Records. The Borrower shall and shall cause each
Subsidiary to maintain, at all times, correct and complete books, records and
accounts in which complete, correct and timely entries are made of their
respective transactions in accordance with GAAP applied consistently with the
audited Financial Statements required to be delivered pursuant to Section
7.2(a). The Borrower shall and shall cause each Subsidiary to, by means of
appropriate entries, reflect in such accounts and in all Financial Statements
proper liabilities and reserves for all taxes and proper provision for
depreciation and amortization of property and bad debts, all in accordance with
GAAP. The Borrower shall and shall cause each Subsidiary to maintain at all
times books and records pertaining to the Collateral, Pledged Collateral and
Guarantor Collateral in such detail, form and scope as the Agent or any Lender
shall reasonably require, including, but
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not limited to, records of (a) all payments received and all credits and
extensions granted with respect to the Accounts; (b) the return, rejections,
repossession, stoppage in transit, loss, damage, or destruction of any
Inventory; and (c) all other dealings affecting the Collateral, Pledged
Collateral and Guarantor Collateral.
7.2 Financial Information. The Borrower shall promptly furnish to the
Agent (and the Agent shall supply each Lender with a copy of) all such
financial information as the Agent or any Lender shall reasonably request, and
notify its auditors and accountants that the Agent, on behalf of the Lenders,
is authorized to obtain such information directly from them. Without limiting
the foregoing, the Borrower will furnish to the Agent, in sufficient copies for
distribution by the Agent to each Lender, in such detail as the Agent or the
Lenders shall request, the following:
(a) As soon as available, but in any event not later than
ninety (90) days after the close of each Fiscal Year, consolidated
audited and consolidating audited balance sheets, and statements of
income and expense, cash flow and of stockholders' equity for the
Borrower and its Subsidiaries for such Fiscal Year and separate
unaudited consolidated financial statements (as described above) for
Borrower and its Subsidiaries, for such Fiscal Year prepared by the
Borrower's outside auditors, in each case, with the accompanying notes
thereto, setting forth in each case in comparative form figures for the
previous Fiscal Year, all in reasonable detail, fairly presenting the
financial position and the results of operations of the Borrower and
its consolidated Subsidiaries as at the date thereof and for the Fiscal
Year then ended, and prepared in accordance with GAAP. Such statements
shall be examined in accordance with generally accepted auditing
standards by and, in the case of such statements performed on a
consolidated basis, accompanied by a report thereon unqualified as to
scope of independent certified public accountants selected by the
Borrower and reasonably satisfactory to the Agent. The Borrower,
simultaneously with retaining such independent public accountants to
conduct such annual audit, shall send a letter to such accountants,
with a copy to the Agent and the Lenders, notifying such accountants
that one of the primary purposes for retaining such accountants'
services and having audited financial statements prepared by them is
for use by the Agent and the Lenders.
(b) As soon as available, but in any event not later than
thirty (30) days after the end of each month, consolidated and
consolidating unaudited balance sheets of the Borrower and its
consolidated Subsidiaries (and of the Borrower and its Subsidiaries)
as at the end of such month, and consolidated and consolidating
unaudited statements of income and expense and cash flow for the
Borrower and its consolidated Subsidiaries (and of the Borrower and
its Subsidiaries) for such month and for the period from the beginning
of the Fiscal Year to the end of such month, all in reasonable detail,
fairly presenting the financial position and results of operations of
the Borrower and its consolidated Subsidiaries (and of the Borrower
and its Subsidiaries) as at the date thereof and for such periods, and
prepared in accordance with GAAP applied consistently with the audited
Financial Statements required to be delivered pursuant to Section
7.2(a). The Borrower shall certify by a certificate signed by its the
chief financial officer or director of finance that all such
statements have been prepared in accordance with GAAP and
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present fairly, subject to normal year-end adjustments, the Borrower's
financial position as at the dates thereof and its results of
operations for the periods then ended.
(c) With each of the audited Financial Statements delivered
pursuant to Section 7.2(a), a certificate of the independent certified
public accountants that examined such statement to the effect that they
have reviewed and are familiar with this Agreement and that, in
examining such Financial Statements, they did not become aware of any
fact or condition which then constituted a Default or Event of Default
under Sections 9.23 through 9.26, inclusive, except for those, if any,
described in reasonable detail in such certificate.
(d) With each of the annual audited Financial Statements
delivered pursuant to Section 7.2(a), and within forty-five (45) days
after the end of each fiscal quarter, a Compliance Certificate executed
by the chief financial officer or director of finance of the Borrower
(i) setting forth in reasonable detail the calculations required to
establish that the Borrower was in compliance with the covenants set
forth in Sections 9.23 through 9.26, inclusive, during the period
covered in such Financial Statements and as at the end thereof, and
(ii) stating that, except as explained in reasonable detail in such
certificate, (A) all of the representations and warranties of the
Borrower contained in this Agreement and the other Loan Documents are
correct and complete in all material respects as at the date of such
certificate as if made at such time, (B) the Borrower is, at the date
of such certificate, in compliance in all material respects with all of
their respective covenants and agreements in this Agreement and the
other Loan Documents, (C) no Default or Event of Default then exists or
existed during the period covered by such Financial Statements, (D)
describing and analyzing in reasonable detail all material trends,
changes, and developments in each and all Financial Statements; and (E)
explaining the variances of the figures in the corresponding budgets
and prior Fiscal Year financial statements. If such certificate
discloses that a representation or warranty is not correct or complete,
or that a covenant has not been complied with, or that a Default or
Event of Default existed or exists, such certificate shall set forth
what action the Borrower has taken or proposes to take with respect
thereto.
(e) No sooner than sixty (60) days and not less than thirty (30)
days prior to the beginning of each Fiscal Year, annual forecasts (to
include forecasted consolidated and consolidating balance sheets,
statements of income and expenses and statements of cash flow) for the
Borrower and its Subsidiaries as at the end of and for each month of
such Fiscal Year.
(f) Promptly after filing with the PBGC and the IRS or any other
Governmental Authority, a copy of each annual report or other filing
filed with respect to each Plan of the Borrower or any Subsidiary.
(g) Promptly upon the filing thereof, copies of all reports, if
any, to or other documents filed by the Borrower or any of its
Subsidiaries with the Securities and Exchange Commission under the
Exchange Act, and all reports, notices, or statements sent or received
by the Borrower or any of its Subsidiaries to or from the holders of
any equity interests of the Borrower (other than routine non-material
correspondence sent by
61
shareholders of the Borrower to the Borrower) or any such Subsidiary or
of any Debt for borrowed money of the Borrower or any of its
Subsidiaries registered under the Securities Act of 1933 or to or from
the trustee under any indenture under which the same is issued.
(h) As soon as available, but in any event not later than
fifteen (15) days after the Borrower's receipt thereof, a copy of all
management reports and management letters prepared for the Borrower by
Ernst & Young LLP or any other independent certified public accountants
of the Borrower.
(i) Promptly after their preparation, copies of any and all
proxy statements, financial statements, and reports which the Borrower
makes available to its stockholders.
(j) Promptly after filing with the IRS or Revenue Canada, a
copy of each tax return filed by the Borrower or by any of its
Subsidiaries.
(k) Such additional information as the Agent and/or any Lender
may from time to time reasonably request regarding the financial and
business affairs of the Borrower or any Subsidiary.
7.3 Notices to the Lenders. The Borrower shall notify the Agent,
in writing of the following matters at the following times:
(a) Immediately after becoming aware of any Default or
Event of Default.
(b) Immediately after becoming aware of the assertion by
the holder of any capital stock of the Borrower or Subsidiary thereof
or of any Debt in an outstanding principal amount in excess of
$1,000,000 that a default exists with respect thereto or that the
Borrower is not in compliance with the terms thereof, or the threat or
commencement by such holder of any enforcement action because of such
asserted default or non-compliance.
(c) Immediately after becoming aware of any material
adverse change in the Borrower's or any Subsidiary's property,
business, operations, or condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or
threatened action, suit, proceeding, or counterclaim by any Person, or
any pending or threatened investigation by a Governmental Authority,
which action, suit, proceeding, counterclaim or investigation seeks
damages in excess of $1,000,000 (which amount shall not be fully
covered by insurance), or which may otherwise materially and adversely
affect the Collateral, Pledged Collateral or Guarantor Collateral, the
repayment of the Obligations, the Agent's or any Lender's rights under
the Loan Documents, or the Borrower's or any Subsidiary's property,
business, operations, or condition (financial or otherwise).
(e) Immediately after becoming aware of any pending or
threatened strike, work stoppage, unfair labor practice claim, or other
labor dispute affecting the Borrower
62
or any of its Subsidiaries in a manner which could reasonably be
expected to have a Material Adverse Effect.
(f) Immediately after becoming aware of any violation of
any law, statute, regulation, or ordinance of a Governmental Authority
affecting the Borrower which could reasonably be expected to have a
Material Adverse Effect.
(g) Immediately after receipt of any notice of any
violation by the Borrower or any of its Subsidiaries of any
Environmental Law which could reasonably be expected to have a Material
Adverse Affect or that any Governmental Authority has asserted that the
Borrower or any Subsidiary thereof is not in compliance with any
Environmental Law.
(h) Immediately after receipt of any written notice that
the Borrower or any of its Subsidiaries is or may be liable to any
Person as a result of the Release or threatened Release of any
Contaminant or that the Borrower or any Subsidiary is subject to
investigation by any Governmental Authority evaluating whether any
remedial action is needed to respond to the Release or threatened
Release of any Contaminant which, in either case, is reasonably likely
to give rise to liability in excess of $1,000,000
(i) Immediately after receipt of any written notice of
the imposition of any Environmental Lien against any property of the
Borrower or any of its Subsidiaries.
(j) Any change in the Borrower's or LDM Canada's name,
state or province of incorporation, or form of organization, trade
names or styles under which the Borrower or LDM Canada will sell
Inventory or create Accounts, or to which instruments in payment of
Accounts may be made payable, in each case at least thirty (30) days
prior thereto.
(k) Within ten (10) Business Days after the Borrower, any
Subsidiary or any ERISA Affiliate knows or has reason to know, that an
ERISA Event or a prohibited transaction (as defined in Sections 406 of
ERISA and 4975 of the Code) has occurred, and, when known, any action
taken or threatened by the IRS, the DOL, the PBGC or any other
Governmental Authority with respect thereto.
(l) Upon request, or, in the event that such filing
reflects a significant change with respect to the matters covered
thereby, within three (3) Business Days after the filing thereof with
the PBGC, the DOL, the IRS, the Pension Commission of Ontario or any
other applicable Governmental Authority, as applicable, copies of the
following: (i) each annual report (form 5500 series), including
Schedule B thereto, filed with the PBGC, the DOL or the IRS with
respect to each Plan and, in the case of any Plan governed by PBA, each
report, valuation, request for amendment, whole or partial withdrawal
or termination or other variation, (ii) a copy of each funding waiver
request filed with the PBGC, the DOL, the IRS, the Pension Commission
of Ontario or any other applicable Governmental Authority with respect
to any Plan and all communications received by the Borrower or any
ERISA Affiliate from the PBGC, the DOL, the IRS, the Pension Commission
of Ontario or other applicable Governmental Authority with respect
63
to such request, and (iii) a copy of each other filing or notice filed
with the PBGC, the DOL, the IRS, the Pension Commission of Ontario or
other applicable Governmental Authority, with respect to each Plan of
the Borrower, any Subsidiary or any ERISA Affiliate.
(m) Upon request, copies of each actuarial report for any
Plan or Multi-employer Plan and annual report for any Multi-employer
Plan; and within ten (10) days after receipt thereof by the Borrower,
or any Subsidiary or any ERISA Affiliate, copies of the following: (i)
any notices of the PBGC's, the Pension Commission of Ontario's or other
applicable Government Authority's intention to terminate a Plan or to
have a trustee appointed to administer such Plan; (ii) any favorable or
unfavorable determination letter from the IRS, the Pension Commission
of Ontario or other applicable Governmental Authority regarding the
qualification of a Plan under Section 401(a) of the Code, the PBA or
other applicable laws; or (iii) any notice from a Multi-employer Plan
regarding the imposition of withdrawal liability.
(n) Within ten (10) days upon the occurrence thereof: (i)
any changes in the benefits of any existing Plan which increase the
Borrower's or any Subsidiary's annual costs with respect thereto by an
amount in excess of $1,000,000, or the establishment of any new Plan
or the commencement of contributions to any Plan to which the Borrower,
any Subsidiary or any ERISA Affiliate was not previously contributing;
or (ii) any failure by the Borrower, any Subsidiary or any ERISA
Affiliate to make a required installment or any other required payment
under Section 412 of the Code, the PBA or other applicable laws on or
before the due date for such installment or payment.
(o) Within ten (10) days after the Borrower, any
Subsidiary or any ERISA Affiliate knows or has reason to know that any
of the following events has or will occur: (i) a Multi-employer Plan
has been or will be terminated; (ii) the administrator or plan sponsor
of a Multi-employer Plan intends to terminate a Multi-employer Plan; or
(iii) the PBGC has instituted or will institute proceedings under
Section 4042 of ERISA to terminate a Multi-employer Plan; or (iv) a
Reportable Event or Termination Event in respect of any Plan.
Each notice given under this Section shall describe the subject matter thereof
in reasonable detail, and shall set forth the action that the Borrower, any
Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to
take with respect thereto.
ARTICLE 8
GENERAL WARRANTIES AND REPRESENTATIONS
The Borrower warrants and represents to the Agent and the Lenders that
except as hereafter disclosed to and accepted by the Agent and the Majority
Lenders in writing:
8.1 Authorization, Validity, and Enforceability of this Agreement and
the Loan Documents. Each of the Borrower and each Guarantor has the power and
authority to execute, deliver and perform this Agreement and the other Loan
Documents to which each is a party, as
64
applicable. The Borrower has the power and authority to incur the Obligations,
and to grant to the Agent Liens upon and security interests in the Collateral
and the Pledged Collateral. Each Guarantor has the power and authority to grant
to the Agent liens upon and security interests in the Guarantor Collateral. Each
of the Borrower and each Guarantor has taken all necessary action (including,
without limitation, obtaining approval of its stockholders if necessary) to
authorize its execution, delivery, and performance of this Agreement and the
other Loan Documents to which each is a party, as applicable. No consent,
approval, or authorization of, or declaration or filing with, any Governmental
Authority, and no consent of any other Person, is required in connection with
the Borrower's execution, delivery and performance of this Agreement and
Borrower's or any Guarantor's execution, delivery and performance of the other
Loan Documents, except for those already duly obtained. This Agreement and the
other Loan Documents have been duly executed and delivered by the Borrower and
each Guarantor, as applicable, and constitute the legal, valid and binding
obligation of the Borrower and such Guarantor, as applicable, enforceable
against it in accordance with their respective terms without defense, setoff or
counterclaim. Neither the Borrower's nor any Guarantor's execution, delivery,
and performance of the Loan Documents to which it is a Party do or will conflict
with, or constitute a violation or breach of, or constitute a default under, or
result in the creation or imposition of any Lien upon the property of the
Borrower or any of its Subsidiaries by reason of the terms of (a) any contract,
mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower
or any of its Subsidiaries is a party or which is binding upon it or therein,
(b) any Requirement of Law applicable to the Borrower or any of its
Subsidiaries, or (c) the certificate or articles of incorporation or by-laws,
partnership agreement, or limited liability company agreement of the Borrower or
any of its Subsidiaries.
8.2 Validity and Priority of Security Interest. The provisions of this
Agreement and the other Loan Documents create legal and valid Liens on all the
Collateral, Pledged Collateral and Guarantor Collateral, in favor of the Agent,
for the ratable benefit of the Lenders, and such Liens constitute perfected and
continuing Liens on all the Collateral, Pledged Collateral and Guarantor
Collateral, having priority over all other Liens (other than Permitted Liens)
on the Collateral, Pledged Collateral and Guarantor Collateral, securing all
the Obligations, and enforceable against the Borrower, each Guarantor and all
third parties.
8.3 Organization and Qualification. The Borrower and each Guarantor
(a) is duly organized and validly existing in good standing under the laws of
the jurisdiction of its organization, (b) is qualified to do business as a
foreign entity and is in good standing in the jurisdictions set forth on
Schedule 8.3 which are the only jurisdictions in which qualification is
necessary in order for it to own or lease its property and conduct its business
and (c) has all requisite power and authority to conduct its business and to own
its property.
8.4 Corporate Name; Prior Transactions. Neither the Borrower nor any
Guarantor has, during the past five (5) years, been known by or used any other
corporate or fictitious name, or been a party to any merger or consolidation,
or acquired all or substantially all of the assets of any Person, or acquired
any of its property outside of the ordinary course of business, except as set
forth on Schedule 8.4.
8.5 Subsidiaries and Affiliates. Schedule 8.5 is a correct and
complete list of the name and relationship to the Borrower of each and all of
the Borrower's Subsidiaries and other
65
Affiliates. Each Subsidiary is (a) duly incorporated and organized and validly
existing in good standing under the laws of its jurisdiction of incorporation
set forth on Schedule 8.5, and (b) qualified to do business as a foreign
corporation and in good standing in each jurisdiction in which the failure to so
qualify or be in good standing could reasonably be expected to have a material
adverse effect on any such Subsidiary's business, operations, prospects,
property, or condition (financial or otherwise) and (c) has all requisite power
and authority to conduct its business and own its property.
8.6 Financial Statements and Projections. (a) The Borrower has
delivered to the Agent and the Lenders the audited balance sheet and related
statements of income, retained earnings, changes in financial position, and
changes in stockholders equity for the Borrower and its consolidated
Subsidiaries for the Fiscal Year ended as of September 26, 1999 and September
24, 2000, accompanied by the report thereon of the Borrower's independent
certified public accountants, Ernst & Young LLP. All such financial statements
have been prepared in accordance with GAAP and present accurately and fairly
the financial position of the Borrower and its consolidated Subsidiaries as at
the dates thereof and their results of operations for the periods then ended.
(b) The Latest Projections when submitted to the Lenders as
required herein represent the Borrower's best estimate of the future financial
performance of the Borrower and its consolidated Subsidiaries for the periods
set forth therein. The Latest Projections have been prepared on the basis of
the assumptions set forth therein, which the Borrower believes are fair and
reasonable in light of current and reasonably foreseeable business conditions
at the time submitted to the Lender.
8.7 Capitalization. The Borrower's authorized capital stock
consists of 100,000 shares of common stock, par value $.10 per share, of which
600 shares are validly issued and outstanding, fully paid and non-assessable.
LDM Canada's authorized capital stock consists of 100,000 shares of common
stock, no par value per share, of which 10,001 shares were validly, issued and
outstanding fully paid and non-assessable.
8.8 Solvency. Each of the Borrower and LDM Canada is Solvent prior
to and after giving effect to the making of the Revolving Loans to be made on
the Closing Date and the issuance of the Letters of Credit to be issued on the
Closing Date, and shall remain Solvent during the term of this Agreement.
8.9 Debt. After giving effect to the making of the Revolving Loans
to be made on the Closing Date, the Borrower and its Subsidiaries have no Debt,
except (a) the Obligations, (b) the Term Loan Agreement Obligations, (c) the
Senior Subordinated Notes, (d) Debt described on Schedule 8.9, (e) the
Intercompany Loan, and (f) trade payables and other contractual obligations
arising in the ordinary course of business.
8.10 Distributions. Since September 25,2000, no Distribution has
been declared, paid, or made upon or in respect of any capital stock or other
securities of the Borrower or any of its Subsidiaries.
66
8.11 Title to Property. Each of the Borrower and LDM Canada has good
and marketable title in fee simple to its real property listed in Schedule 8.12
hereto, and each of LDM Canada and the Borrower has good, indefeasible, and
merchantable title to all of its other property (including, without limitation,
the assets reflected on the Financial Statements delivered to the Agent and the
Lenders pursuant to Section 8.6(a), except as disposed of in the ordinary course
of business since the date thereof), free of all Liens except Permitted Liens.
8.12 Real Estate; Leases. Schedule 8.12 sets forth a correct and
complete list of all Real Estate owned by the Borrower or any of its
Subsidiaries, all leases and subleases of real or personal property by the
Borrower or its Subsidiaries as lessee or sublessee (other than leases of
personal property as to which the Borrower is lessee or sublessee for which the
value of such personal property is less than $500,000 individually or $1,500,000
in the aggregate), and all leases and subleases of real or personal property by
the Borrower or its Subsidiaries as lessor, lessee, sublessor or sublessee. Each
of such leases and subleases is valid and enforceable in accordance with its
terms and is in full force and effect, and no default by any party to any such
lease or sublease exists.
8.13 Proprietary Rights Collateral. Schedule 8.13 sets forth a correct
and complete list of all of the Proprietary Rights constituting patents,
trademarks, copyrights and license agreements, if any, relating thereto, of the
Borrower and its Subsidiaries. None of the Collateral or Guarantor Collateral
consisting of Proprietary Rights is subject to any licensing agreement or
similar arrangement. To the best of the Borrower's knowledge, none of the
Collateral or Guarantor Collateral consisting of Proprietary Rights infringes
on or conflicts with any other Person's property, and no other Person's
property infringes on or conflicts with the Collateral or Guarantor Collateral
consisting of Proprietary Rights. The Collateral and Guarantor Collateral
consisting of Proprietary Rights as described on Schedule 8.13 constitute all
of the property of such type necessary to the current and anticipated future
conduct of the Borrower's and its Subsidiary's business.
8.14 Trade Names and Terms of Sale. All trade names or styles under
which the Borrower or any of its Subsidiaries will sell Inventory or create
Accounts, or to which instruments in payment of Accounts may be made payable,
are listed on Schedule 8.14.
8.15 Litigation. Except as set forth on Schedule 8.15, there is no
pending or (to the best of the Borrower's knowledge) threatened, action, suit,
proceeding, or counterclaim by any Person, or investigation by any Governmental
Authority, or any basis for any of the foregoing, which could reasonably be
expected to cause a Material Adverse Effect.
8.16 Restrictive Agreements. Neither the Borrower nor any of its
Subsidiaries is a party to any contract or agreement, or subject to any charter
or other corporate restriction, which affects its ability to execute, deliver,
and perform the Loan Documents and repay the Obligations or which materially
and adversely affects or, insofar as the Borrower can reasonably foresee, could
materially and adversely affect, the property, business, operations, or
condition (financial or otherwise) of the Borrower or such Subsidiary, or would
in any respect cause a Material Adverse Effect.
67
8.17 Labor Disputes. Except as set forth on Schedule 8.17 hereto: there
is (a) no collective bargaining agreement or other labor contract covering
employees of the Borrower or any of its Subsidiaries, (b) no such collective
bargaining agreement or other labor contract is scheduled to expire during the
term of this Agreement, (c) no union or other labor organization is seeking to
organize, or to be recognized as, a collective bargaining unit of employees of
the Borrower or any of its Subsidiaries or for any similar purpose, and (d) no
pending or (to the best of the Borrower's knowledge) threatened, strike, work
stoppage, material unfair labor practice claim, or other material labor dispute
against or affecting the Borrower or its Subsidiaries or their employees.
8.18 Environmental Laws. Except as set forth on Schedule 8.18 hereto:
(a) The Borrower and its Subsidiaries have complied in all material respects
with all Environmental Laws applicable to its Premises and business, and neither
the Borrower nor any Subsidiary nor any of its present Premises or operations,
nor its past property or operations, nor any property now or previously in its
charge, management or control is subject to any enforcement order from or
liability agreement with any Governmental Authority or private Person respecting
(i) compliance with any Environmental Law or (ii) any potential liabilities and
costs or remedial action arising from the Release or threatened Release of a
Contaminant;
(b) The Borrower and its Subsidiaries have obtained all
permits necessary for their current operations under Environmental Laws, and
all such permits are in good standing and the Borrower and its Subsidiaries are
in material compliance with all terms and conditions of such permits;
(c) Neither the Borrower nor any of its Subsidiaries, nor, to
the best of the Borrower's knowledge, any of its predecessors in interest, has
stored, treated or disposed of any hazardous waste on any Premises, as defined
pursuant to 40 CFR Part 261 or any equivalent Environmental Law or any property
now or previously in its charge, management or control other than in compliance
with applicable Environmental Laws;
(d) Neither the Borrower nor any of its Subsidiaries has
received any summons, complaint, order or similar written notice that it is not
currently in compliance with, or that any Governmental Authority is
investigating its compliance with, any Environmental Laws or that it is or may
be liable to any other Person as a result of a Release or threatened Release of
a Contaminant;
(e) None of the present or past operations or any property now
or previously in its charge, management or control of the Borrower and its
Subsidiaries is the subject of any investigation by any Governmental Authority
evaluating whether any remedial action is needed to respond to a Release or
threatened Release of a Contaminant;
(f) There is not now, nor to the best of the Borrower's
knowledge has there ever been on or in the Premises:
(1) any underground storage tanks or surface impoundments,
(2) any asbestos containing material, or
68
(3) any polychlorinated biphenyls (PCB's) used in
hydraulic oils, electrical transformers or other equipment other than
in compliance with applicable Environmental Laws;
(g) Neither the Borrower nor any of its Subsidiaries has filed
any notice under any requirement of Environmental Law reporting a spill or
accidental and unpermitted release or discharge of a Contaminant into the
environment which has not been remediated;
(h) Neither the Borrower nor any of its Subsidiaries has
entered into any negotiations or settlement agreements with any Person
(including, without limitation, the prior owner of its property and any
Governmental Authority) imposing material obligations or liabilities on the
Borrower or any of its Subsidiaries with respect to any remedial action in
response to the Release of a Contaminant or environmentally related claim;
(i) None of the products manufactured, distributed or sold by
the Borrower or any of its Subsidiaries contain asbestos containing material;
and
(j) No Environmental Lien has attached to any Premises or
Property of the Borrower or any of its Subsidiaries.
8.19 No Violation of Law. Neither the Borrower nor any of its
Subsidiaries is in violation of any law, statute, regulation, ordinance,
judgment, order, or decree applicable to it which violation could reasonably be
expected to have a Material Adverse Effect.
8.20 No Default. After giving effect to the initial Borrowing, neither
the Borrower nor any of its Subsidiaries is in default with respect to any
note, indenture, loan agreement, mortgage, lease, deed, or other agreement to
which the Borrower or such Subsidiary is a party or by which it is bound, which
default could reasonably be expected to have a Material Adverse Effect.
8.21 ERISA Compliance. (a) Each Plan is in compliance in all material
respects with the applicable provisions of ERISA, the Code, the PBA and other
federal, provincial or state law. Each Plan which is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the IRS and to the best knowledge of the Borrower, nothing has occurred which
would cause the loss of such qualification. The Borrower and each ERISA
Affiliate has made all required contributions to any Plan when due, and no
application for a funding waiver or an extension of any amortization period has
been made with respect to any Plan.
(b) There are no pending or, to the best knowledge of
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to result in a
Material Adverse Effect.
(c) (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii)
neither the Borrower nor any ERISA
69
Affiliate has incurred, or reasonably expects to incur, any liability under
Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with
respect to a Multi-employer Plan; (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA, and (vi) no Lien has arisen, xxxxxx or inchoate, in respect of
the Borrower or any Subsidiary or its or their Property in connection with any
Plan (save for contribution amounts not yet due).
8.22 Taxes. The Borrower and its Subsidiaries have filed all federal,
provincial, state and other tax returns and reports required to be filed, and
have paid all federal, provincial, state and other taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and not delinquent.
8.23 Regulated Entities. None of the Borrower, any Person controlling
the Borrower, or any Subsidiary, is an "Investment Company" within the meaning
of the Investment Company Act of 1940. The Borrower is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other Federal or state statute or regulation limiting its ability to incur
Indebtedness.
8.24 Use of Proceeds; Margin Regulations. The proceeds of the Loans
are to be used solely for working capital purposes of the Borrower, for
acquisitions by the Borrower permitted hereunder and loans to LDM Canada in
accordance with the terms and conditions of this Agreement. Neither the
Borrower nor any Subsidiary is engaged in the business of purchasing or selling
Margin Stock or extending credit for the purpose of purchasing or carrying
Margin Stock.
8.25 Copyrights,, Patents, Trademarks and Licenses, etc. Except as
described on Schedule 8.25 hereto, each of the Borrower and each Guarantor owns
or is licensed or otherwise has the right to use all of the patents,
trademarks, service marks, trade names, copyrights, contractual franchises,
authorizations and other rights that are reasonably necessary for the operation
of its businesses, without conflict with the rights of any other Person. To the
best knowledge of the Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary infringes upon
any rights held by any other Person. No claim or litigation regarding any of
the foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Borrower, proposed, which, in either
case, could reasonably be expected to have a Material Adverse Effect.
8.26 No Material Adverse Change. No Material Adverse Effect has
occurred since September 25,2000, with respect to the Borrower and LDM Canada on
a consolidated basis.
8.27 Full Disclosure. None of the representations or warranties made
by the Borrower or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or
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certificate furnished by or on behalf of the Borrower or any Subsidiary in
connection with the Loan Documents (including the offering and disclosure
materials delivered by or on behalf of the Borrower to the Lenders prior to the
Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading as of the time when made or delivered.
8.28 Material Agreements. Schedule 8.28 hereto sets forth all material
agreements and contracts outside the ordinary course of business to which the
Borrower or any of its Subsidiaries is a party or is bound as of the date
hereof.
8.29 Bank Accounts. Schedule 8.29 contains a complete and accurate
list of all bank accounts maintained by the Borrower and its Subsidiaries with
any bank or other financial institution.
8.30 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrower or
any of its Subsidiaries of the Agreement or any other Loan Document.
8.31 Indenture. No default or event of default has occurred and is
continuing under the Indenture and neither the Borrower or any of its
Subsidiaries has any obligation to redeem, prepay or defease any of the Senior
Subordinated Notes issued under the Indentures.
8.32 Subordination Provisions. The subordination provisions contained
in the Senior Subordinated Notes, the Indenture and other instruments entered
into or issued in respect of the Senior Subordinated Notes are enforceable
against the issuer of the respective security and the holders thereof, and the
Loans and all other Obligations are within the definitions of "Senior
Indebtedness" included in such provisions.
8.33 Bidding Status. Neither the Borrower nor any of its Subsidiaries
has received a notice, which notice has not been withdrawn within 180 days
after receipt by the Borrower or such Subsidiary, from any of General Motors
Corporation, Ford Motor Company or Chrysler Corporation informing the Borrower
or such Subsidiary that any of them are ineligible to submit bids.
ARTICLE 9
AFFIRMATIVE AND NEGATIVE COVENANTS
The Borrower covenants to the Agent and each Lender that, so long
as any of the Obligations remain outstanding or this Agreement is in effect:
9.1 Taxes and Other Obligations. The Borrower shall, and shall cause
each of its Subsidiaries to, (a) file when due all tax returns and other
reports which it is required to file; (b) pay, or provide for the payment, when
due, of all taxes, fees, assessments and other governmental charges against it
or upon its property, income and franchises, make all required withholding and
other tax deposits, and establish adequate reserves for the payment of all such
71
items, and provide to the Agent and the Lenders, upon request, satisfactory
evidence of its timely compliance with the foregoing; and (c) pay when due all
Debt owed by it and all claims of materialmen, mechanics, carriers,
warehousemen, landlords and other like Persons, and all other indebtedness owed
by it and perform and discharge in a timely manner all other obligations
undertaken by it; provided, however, so long as the Borrower has notified the
Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any
tax, fee, assessment, or governmental charge, that (i) it is contesting in good
faith by appropriate proceedings diligently pursued, (ii) the Borrower or its
Subsidiary, as the case may be, has established proper reserves for as provided
in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such
non-payment. Without limiting the generality of the foregoing, the Borrower
shall annually and more frequently when requested by the Agent, provide to the
Agent or cause LDM Canada to provide to the Agent (i) a detailed accounting of
all amounts paid (upon collection of LDM Canada's accounts or otherwise) by LDM
Canada to the Borrower, whether or not applied to the Obligations outstanding
and whether by way of loans, loan repayments, dividends or otherwise, together
with a calculation of all withholding and other taxes payable in respect thereof
and (ii) evidence satisfactory to the Agent of the remittance when due to the
applicable Governmental Authorities of all withholding and other taxes payable
in respect thereof.
9.2 Corporate Existence; Good Standing. The Borrower shall, and shall
cause each of its Subsidiaries to, maintain its corporate existence and its
qualification and good standing in all jurisdictions in which the failure to
maintain such qualification or good standing could reasonably be expected to
have a material adverse effect on the Borrower's or such Subsidiary's property,
business, operations, prospects, or condition (financial or otherwise).
9.3 Compliance with Law and Agreements; Maintenance of Licenses. The
Borrower shall comply, and shall cause each Subsidiary to comply, in all
material respects with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the Federal Fair Labor
Standards Act). The Borrower shall, and shall cause each of its Subsidiaries to,
obtain and maintain all licenses, permits, franchises, and governmental
authorizations necessary to own its property and to conduct its business as
conducted on the Closing Date.
9.4 Maintenance of Property. The Borrower shall, and shall cause each
of its Subsidiaries to, maintain all of their respective property necessary and
useful in the conduct of their respective businesses, in good operating
condition and repair, ordinary wear and tear excepted.
9.5 Insurance. (a) The Borrower shall maintain, and shall cause each
of its Subsidiaries to maintain, with financially sound and reputable insurers
having a rating of at least (A-) VII or better by Best Rating Guide, insurance
against loss or damage by fire with extended coverage; theft, burglary,
pilferage and loss in transit; public liability and third party property damage;
larceny, embezzlement or other criminal liability; business interruption; public
liability and third party property damage; and such other hazards or of such
other types as is customary for Persons engaged in the same or similar business,
as the Agent, in its discretion, or acting at the direction of the Majority
Lenders, shall specify, in amounts, and under policies acceptable to the Agent
and the Majority Lenders. Without limiting the foregoing, the Borrower shall
also maintain, and shall cause each of its Subsidiaries to maintain, flood
insurance, in the event of a
72
designation of the area in which any Real Estate is located as "flood prone" or
a "flood risk area," as defined by the Flood Disaster Protection Act of 1973, in
an amount to be reasonably determined by the Agent, and shall comply with the
additional requirements of the National Flood Insurance Program as set forth in
said Act.
(b) The Borrower shall cause the Agent, for the ratable
benefit of the Lenders, to be named in each such policy (other than those
policies pertaining to Como, DBM and LDM Germany) as secured party or mortgagee
and loss payee or additional insured, in a manner acceptable to the Agent. Each
policy of insurance shall contain a clause or endorsement requiring the insurer
to give not less than thirty (30) days' prior written notice to the Agent in the
event of cancellation of the policy for any reason whatsoever and a clause or
endorsement stating that the interest of the Agent shall not be impaired or
invalidated by any act or neglect of the Borrower or any of its Subsidiaries or
the owner of any premises for purposes more hazardous than are permitted by such
policy. All premiums for such insurance shall be paid by the Borrower when due,
and certificates of insurance and, if requested by the Agent or any Lender,
photocopies of the policies, shall be delivered to the Agent, in each case in
sufficient quantity for distribution by the Agent to each of the Lenders. If the
Borrower fails to procure such insurance or to pay the premiums therefor when
due, the Agent may, and at the direction of the Majority Lenders shall, do so
from the proceeds of Revolving Loans.
(c) The Borrower shall promptly notify the Agent and the
Lenders of any loss, damage, or destruction to the Collateral or Guarantor
Collateral arising from its use, whether or not covered by insurance. Upon the
occurrence and during the continuance of an Event of Default, the Agent is
authorized to collect all insurance proceeds (other than those pertaining to
Como, DBM, LDM Germany and key-man life insurance) directly, and to apply or
remit them as follows:
(i) With respect to insurance proceeds relating to
property other than Collateral or Guarantor Collateral, after deducting
from such proceeds the reasonable expenses, if any, incurred by the
Agent in the collection or handling thereof, the Agent shall apply such
proceeds, ratably, to the reduction of the Obligations in the order
provided for in Section 4.8.
(ii) With respect to insurance proceeds relating to
Collateral or Guarantor Collateral other than Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Agent shall
apply such proceeds, ratably, to the reduction of the Obligations in
the order provided for in Section 4.8.
(iii) With respect to insurance proceeds relating to
Collateral or Guarantor Collateral consisting of Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Majority
Lenders may permit or require the Borrower or LDM Canada, as the case
may be, to use such money, or any part thereof, to replace, repair,
restore or rebuild the relevant Fixed Assets in a diligent and
expeditious manner with materials and workmanship of substantially the
same quality as existed before the loss, damage or destruction.
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9.6 Condemnation. (a) The Borrower shall, immediately upon learning of
the institution of any proceeding for the condemnation or other taking of any of
its property or the property of any of its Subsidiaries, notify the Agent of the
pendency of such proceeding, and agrees that the Agent may participate in any
such proceeding, and the Borrower from time to time will deliver to the Agent
all instruments reasonably requested by the Agent to permit such participation.
(b) Upon the occurrence and during the continuance of an Event
of Default, the Agent is authorized to collect the proceeds of any condemnation
claim or award directly, and to apply or remit them as follows:
(i) With respect to condemnation proceeds relating to
property other than Collateral or Guarantor Collateral, after deducting
from such proceeds the reasonable expenses, if any, incurred by the
Agent in the collection or handling thereof, the Agent shall apply such
proceeds, ratably, to the reduction of the Obligations in the order
provided for in Section 4.8.
(ii) With respect to condemnation proceeds relating
to Collateral or Guarantor Collateral other than Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Agent shall
apply such proceeds, ratably, to the reduction of the Obligations in
the order provided for in Section 4.8.
(iii) With respect to condemnation proceeds relating
to Collateral or Guarantor Collateral consisting of Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Majority
Lenders may permit or require the Borrower or LDM Canada, as the case
may be, to use such money, or any part thereof, to replace, repair,
restore or rebuild the relevant Fixed Assets in a diligent and
expeditious manner with materials and workmanship of substantially the
same quality as existed before the condemnation.
9.7 Environmental Laws. (a) The Borrower shall, and shall cause each
of its Subsidiaries to, conduct its business in compliance with all
Environmental Laws applicable to it, including, without limitation, those
relating to the generation, handling, use, storage, and disposal of any
Contaminant. The Borrower shall, and shall cause each of its Subsidiaries to,
take prompt and appropriate action to respond to any non-compliance with
Environmental Laws and shall regularly report to the Agent on such response.
(b) Without limiting the generality of the foregoing, the
Borrower shall submit to the Agent and the Lenders annually, commencing on the
first Anniversary Date, and on each Anniversary Date thereafter, an update of
the status of each environmental compliance or liability issue. The Agent or any
Lender may request copies of technical reports prepared by the Borrower or LDM
Canada and its communications with any Governmental Authority to determine
whether the Borrower or any of its Subsidiaries is proceeding reasonably to
correct, cure or contest in good faith any alleged non-compliance or
environmental liability. The Borrower shall, at the Agent's or the Majority
Lenders' request and at the Borrower's expense, (a) retain an independent
environmental engineer acceptable to the Agent to evaluate the site,
74
including tests if appropriate, where the non-compliance or alleged
non-compliance with Environmental Laws has occurred and prepare and deliver to
the Agent, in sufficient quantity for distribution by the Agent to the Lenders,
a report setting forth the results of such evaluation, a proposed plan for
responding to any environmental problems described therein, and an estimate of
the costs thereof, and (b) provide to the Agent and the Lenders a supplemental
report of such engineer whenever the scope of the environmental problems, or the
response thereto or the estimated costs thereof, shall change in any material
respect.
9.8 Compliance with ERISA. The Borrower shall, and shall cause each of
its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan in compliance
in all material respects with the applicable provisions of ERISA, the Code, the
PBA and other federal, provincial or state law; (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; (c)
make all required contributions to any Plan subject to Section 412 of the Code;
(d) not engage in a prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan; and (e) not engage in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (f)
not permit any Lien, xxxxxx or inchoate, to arise or exist in connection with
any Plan (save for contribution amounts not yet due).
9.9 Mergers, Consolidations or Sales. Neither the Borrower nor any of
its Subsidiaries shall enter into any transaction of merger, reorganization, or
consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or
any part of its property, or wind up, liquidate or dissolve, or agree to do any
of the foregoing, except (i) sales of Inventory in the ordinary course of its
business, (ii) sales of assets in an aggregate amount not to exceed $500,000 in
any Fiscal Year, and (iii) sales or other dispositions of Equipment in the
ordinary course of business that are obsolete or no longer useable by Borrower
or LDM Canada, as the case may be, in its business as permitted by Section 6.11.
9.10 Distributions; Capital Change; Restricted Investments. Neither
the Borrower nor any of its Subsidiaries shall (i) directly or indirectly
declare or make, or incur any liability to make, any Distribution, except (x)
Distributions to the Borrower by its Subsidiaries (y) Distributions by Borrower
at such times and in such amounts as are necessary to pay the federal income
taxes of the Borrower's stockholders attributable to their ownership of the
Borrower's common stock and the Borrower's status as a subchapter "S"
corporation under the Code at any time after such subchapter "S" Status is
obtained, and (z) Distributions relating to the repurchase of the capital stock
of the Borrower with proceeds from key-man life insurance policies under which
the Borrower is the beneficiary, (ii) make any change in its capital structure
which could have a Material Adverse Effect or (iii) make any Restricted
Investment.
9.11 Transactions Affecting Collateral or Obligations. Neither the
Borrower nor any of its Subsidiaries shall enter into any transaction which
could have a Material Adverse Effect.
9.12 Guaranties. Neither the Borrower nor any of its Subsidiaries
shall make, issue or become liable on any Guaranty, except (i) Guaranties in
favor of the Agent, (ii) Guaranties executed in connection with the Term Loan
Agreement in favor of the Term Agent and (iii) Guaranties in favor of General
Electric Capital Corporation of the Debt of LDM Canada in an amount not to
exceed $1,400,000.
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9.13 Debt. Neither the Borrower nor any of its Subsidiaries shall incur
or maintain any Debt, other than:
(a) the Obligations;
(b) trade payables and contractual obligations to
suppliers and customers incurred in the ordinary course of business;
(c) Debt consisting of Senior Subordinated Notes,
provided that the aggregate principal amount thereof shall not at any time
exceed $110,000,000;
(d) Debt consisting of intercompany loans and advances
("Intercompany Loans") made by the Borrower to LDM Canada, provided that (i) LDM
Canada shall have executed and delivered to the Borrower, on the Closing Date,
an Intercompany Note to evidence any such Intercompany Loan, any security
interests granted to the Borrower on the assets of LDM Canada to secure the
payments under its Intercompany Note shall be assigned to the Agent pursuant to
documentation in form and substance acceptable to the Agent, and such
Intercompany Note shall be pledged to the Agent pursuant to the Pledge Agreement
as additional collateral security for the Obligations, (ii) the Borrower shall
record all such Intercompany Loans on its books and records in a manner
satisfactory to Agent, (iii) at the time any such Intercompany Loans is made by
the Borrower and after giving effect thereto, each of the Borrower and LDM
Canada shall be Solvent, (iv) the aggregate outstanding principal amount of
Intercompany Loans under this subsection (d) shall not at any one time exceed
$17,000,000, consisting of the Intercompany Loan amount outstanding on the date
hereof and additional loans not to exceed $1,000,000, plus an amount equal to
the sum of (A) an amount equal to the lesser of (x) $5,000,000 and (y) LDM
Canada's Borrowing Base, plus (B) $4,000,000, provided, however, that the
Intercompany Loans pursuant to clauses (A) and (B) above shall not exceed in any
fiscal quarter the amount of LDM Canada's EBITDA for the immediately preceding
fiscal quarter.
(e) Guaranties permitted pursuant to Section 9.12;
(f) Debt evidenced by the Term Loan Agreement; and
(g) other Debt existing on the Closing Date and listed on
Schedule 8.9 hereof, but without giving effect to any extensions, renewals or
refinancing thereof.
9.14 Prepayments; Amendments. Neither the Borrower nor any of its
Subsidiaries shall voluntarily prepay, or amend, supplement or otherwise modify
the terms of, any Debt, except (i) the Obligations in accordance with the terms
of this Agreement and (ii) the Obligations under, and as defined in, the Term
Loan Agreement in accordance with the terms of the Term Loan Agreement.
9.15 Transactions with Affiliates. Except (i) as set forth below, (ii)
the Intercompany Loans (and repayments thereof) upon and subject to the terms of
Section 9.13, (iii) the DBM Sales Commission Agreement and (iv) the DBM
Administrative Services Agreement, neither the Borrower nor any of its
Subsidiaries shall, sell, transfer, distribute, or pay any money or property,
including, but not limited to, any fees or expenses of any nature (including,
but not
76
limited to, any fees or expenses for management services), to any Affiliate, or
lend or advance money or property to any Affiliate, or invest in (by capital
contribution or otherwise) or purchase or repurchase any stock or indebtedness,
or any property, of any Affiliate, or become liable on any Guaranty of the
indebtedness, dividends, or other obligations of any Affiliate. Notwithstanding
the foregoing, the Borrower and its Subsidiaries may engage in transactions with
Affiliates in the ordinary course of business, in amounts and upon terms fully
disclosed to the Agent and the Lenders, and no less favorable to the Borrower or
such Subsidiary than would be obtained in a comparable arm's-length transaction
with a third party who is not an Affiliate, except consulting fees paid by the
Borrower consistent with past practices.
9.16 Investment Banking and Finder's Fees. Neither the Borrower nor any
of its Subsidiaries shall pay or agree to pay, or reimburse any other party with
respect to, any investment banking or similar or related fee, underwriter's fee,
finder's fee, or broker's fee to any Person in connection with this Agreement.
The Borrower shall defend and indemnify the Agent and the Lenders against and
hold them harmless from all claims of any Person for any such fees, and all
costs and expenses (including without limitation, attorneys' fees) incurred by
the Agent and/or any Lender in connection therewith.
9.17 [INTENTIONALLY OMITTED].
9.18 Business Conducted, The Borrower shall not and shall not permit
any of its Subsidiaries to, engage directly or indirectly, in any line of
business other than the businesses in which the Borrower or such Subsidiary is
engaged on the Closing Date and related lines of business.
9.19 Liens. Neither the Borrower nor any of its Subsidiaries shall
create, incur, assume, or permit to exist any Lien on any property now owned or
hereafter acquired by any of them, except Permitted Liens.
9.20 Sale and Leaseback Transactions. Neither the Borrower nor any of
its Subsidiaries shall, directly or indirectly, enter into any arrangement with
any Person providing for the Borrower or such Subsidiary to lease or rent
property that the Borrower or such Subsidiary has sold or will sell or otherwise
transfer to such Person.
9.21 Acquisitions; Investments in New Subsidiaries. The Borrower shall
not and shall not permit any of its Subsidiaries to make investments in newly
formed Subsidiaries or acquire all or substantially all of the assets of any
Person or acquire all outstanding stock of a Person.
9.22 Fiscal Year. The Borrower shall not change its Fiscal Year and
shall not permit LDM Canada to change its Fiscal Year without the consent of the
Agent and the Majority Lenders (such consents to not be unreasonably withheld).
9.23 Capital Expenditures. (a) Neither the Borrower nor any of its
Subsidiaries shall make or incur any Capital Expenditure if, after giving effect
thereto, the aggregate amount of all Capital Expenditures by the Borrower and
its Subsidiaries on a consolidated basis would exceed $12,000,000 during Fiscal
Year 2001 (excluding, for Fiscal Year 2001 only, Romulus Capital Expenditures in
an amount not to exceed $15,000,000) and $20,000,000 during each Fiscal Year
thereafter.
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(b) Notwithstanding anything to the contrary contained in
clause (a) above, to the extent that Capital Expenditures made by the Borrower
and its Subsidiaries during any Fiscal Year are less than the amount permitted
to be made for such Fiscal Year pursuant to clause (a) (without taking into
account any increase in the amount permitted during such period as a result of
this clause (b)) 100% of such unused amount may be carried forward to the
immediately succeeding Fiscal Year and utilized to make Capital Expenditures in
excess of the amount permitted above in such following Fiscal Year.
9.24 Operating Lease Obligations. The Borrower shall, and shall cause
each of its Subsidiaries to, promptly notify the Agent after entering into any
lease of real or personal property as lessee or sublessee (other than a Capital
Lease), if, after giving effect thereto, the aggregate amount of Rentals (as
hereinafter defined) payable by the Borrower and its Subsidiaries on a
consolidated basis in any Fiscal Year in respect of such lease would exceed
$3,500,000, individually, or $15,000,000 in the aggregate for all such leases.
The term "Rentals" means all payments due from the lessee or sublessee under a
lease, including, without limitation, basic rent, percentage rent, property
taxes, utility or maintenance costs, and insurance premiums.
9.25 Fixed Charge Coverage Ratio. The Borrower will maintain a Fixed
Charge Coverage Ratio of not less than 1.00:1.00 for each period of four
consecutive fiscal quarters ended at the end of the most recent fiscal quarter.
9.26 Net Loss. The Borrower shall not, for each period of four (4)
consecutive fiscal quarters ended at the end of the most recent fiscal quarter,
beginning with the fourth fiscal quarter 2002, sustain a net loss (determined in
accordance with GAAP); provided that the operations of LDM Germany, DBM and Como
shall not be included in or affect the calculation of net loss.
9.27 Use of Proceeds. The Borrower shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Borrower or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, or (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act.
9.28 Further Assurances. The Borrower shall and shall cause its
Subsidiaries to, execute and deliver, or cause to be executed and delivered, to
the Agent and/or the Lenders such documents and agreements, and shall take or
cause to be taken such actions, as the Agent or any Lender may, from time to
time, request to carry out the terms and conditions of this Agreement and the
other Loan Documents.
9.29 Canadian Tax Matters. The Borrower shall quarterly and more
frequently when requested by the Agent, provide to the Agent or cause LDM Canada
to provide to the Agent (i) a detailed accounting of all amounts paid (upon
collection of LDM Canada's accounts or otherwise) by LDM Canada to the Borrower,
whether or not applied to the Obligations outstanding and whether by way of
loans, loan repayments, dividends or otherwise, together with a calculation of
all withholding and other taxes payable in respect thereof and (ii) evidence
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satisfactory to the Agent of the remittance when due to the applicable
Governmental Authorities of all withholding and other taxes payable in respect
thereof.
9.30 Amendment to Agreements. The Borrower shall not amend, waive or
otherwise modify any provision of, or waive any cause of action arising from or
related to, the DBM Administrative Services Agreement, the DBM Sales Commission
Agreement, or the BACF Subordination Agreement.
ARTICLE 10
CONDITIONS OF LENDING
10.1 Conditions Precedent to Effectiveness of this Agreement. The
obligation of the Lenders to enter into this Agreement are subject to the
following conditions precedent having been satisfied in a manner satisfactory to
the Agent and each Lender:
(a) This Agreement and the other Loan Documents have been
executed by each party thereto and the Borrower and LDM Canada shall have
performed and complied with all covenants, agreements and conditions contained
herein and the other Loan Documents which are required to be performed or
complied with by such Person before or on such Closing Date.
(b) [INTENTIONALLY OMITTED]
(c) All representations and warranties made hereunder and in
the other Loan Documents shall be true and correct as of the Closing Date as if
made on such date.
(d) No Default or Event of Default shall exist on the Closing
Date, or would exist after giving effect to the Loans to be made, and Letters of
Credit to be issued, on such date.
(e) The Agent and the Lenders shall have received such
opinions of counsel for the Borrower and its Subsidiaries as the Agent or any
Lender shall request, each such opinion to be in a form, scope, and substance
satisfactory to the Agent, the Lenders, and their respective counsel.
(f) The Agent shall have received a confirmation of guarantee
and security delivered by LDM Canada pursuant to the Prior Credit Agreement;
(g) The Agent shall have received:
(i) acknowledgment copies of proper financing
statements or amendments thereto, duly filed on or before the Closing
Date under the UCC or PPSA of all jurisdictions that the Agent may deem
necessary or desirable in order to perfect the Agent's Lien;
(ii) a copy of the general security agreement comprised in
the LDM Canada Security Agreement; and
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(iii) duly executed such UCC-3 Termination
Statements, PPSA Termination Statements, mortgage releases and other
instruments, in form and substance satisfactory to the Agent, as shall
be necessary to terminate and satisfy all Liens on the Property of the
Borrower and its Subsidiaries except Permitted Liens.
(h) The Borrower shall have paid all fees and expenses of the
Agent and the Attorney Costs incurred in connection with any of the Loan
Documents and the transactions contemplated thereby.
(i) The Agent shall have received evidence, in form, scope,
and substance, reasonably satisfactory to the Agent, of all insurance coverage
as required by the Agreement.
(j) The Agent and the Lenders shall have had an opportunity,
if they so choose, to examine the books of account and other records and files
of the Borrower and to make copies thereof, and to conduct a pre-closing audit
which shall include, without limitation, verification of Inventory, Accounts,
and Revolver Availability, and the results of such examination and audit shall
have been satisfactory to the Agent and the Lenders in all respects.
(k) No claim, action, suit, investigation, litigation or
proceeding shall be pending or threatened (i) which is reasonably likely to be
determined adversely to the Borrower or any Guarantor and which would have a
Material Adverse Effect if so determined or (ii) which, in the judgment of the
Agent on the Majority Lenders could materially and adversely effect the
transactions contemplated hereby.
(l) Copies of all filings, registrations, approvals, orders,
authorizations, licenses, certificates, permits, consents, waivers and
acknowledgments, including those of the requisite Governmental Authorities,
required with respect to the execution and delivery, of this Agreement, the
other Loan Documents and the consummation of the transactions contemplated
hereby, each in form and substance satisfactory to the Agent.
(m) All proceedings taken in connection with the execution of
this Agreement, all other Loan Documents and all documents and papers relating
thereto shall be satisfactory in form, scope, and substance to the Agent and
the Lenders.
Execution and delivery by the Borrower of this Agreement shall be
deemed to be a representation and warranty made by the Borrower to the effect
that all of the conditions precedent to the effectiveness of this Agreement
have been satisfied, with the same effect as delivery to the Agent and the
Lenders of a certificate signed by the a Responsible Officer of the Borrower,
dated the Closing Date, to such effect.
Execution and delivery to the Agent by a Lender of a counterpart to
this Agreement shall be deemed confirmation by such Lender that (i) all
conditions precedent in this Section 10.1 have been fulfilled to the
satisfaction of such Lender and (ii) the decision of such Lender to execute and
deliver to the Agent an executed counterpart to this Agreement was made by such
Lender independently and without reliance on the Agent or any other Lender as
to the satisfaction of any condition precedent set forth in this Section 10.1.
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10.2 Conditions Precedent to Each Loan. The obligation of the Lenders
to make each Loan and the obligation of the Agent to take reasonable steps to
cause to be issued any Letter of Credit and the obligation of the Lenders to
participate in Letters of Credit, shall be subject to the further conditions
precedent that on and as of the date of any such extension of credit:
(a) the following statements shall be true, and the acceptance
by the Borrower of any extension of credit shall be deemed to be a statement to
the effect set forth in clauses (i) and (ii), with the same effect as the
delivery to the Agent and the Lenders of a certificate signed by a Responsible
Officer, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in
this Agreement and the other Loan Documents are correct in all material
respects on and as of the date of such extension of credit as though
made on and as of such date, except to the extent the Agent and the
Lenders have been notified by the Borrower that any representation or
warranty is not correct and the Majority Lenders have explicitly waived
in writing compliance with such representation or warranty; and
(ii) No event has occurred and is continuing, or
would result from such extension of credit, which constitutes a Default
or an Event of Default; and
(b) the Agent shall have received a Notice of Borrowing on or
prior to the date required by the terms of this Agreement; and
(c) without limiting Section 10.1(b), the amount of the
Revolver Availability shall be sufficient to make such Revolving Loan without
exceeding the Revolver Availability, provided, however, that the foregoing
conditions precedent are not conditions to each Lender participating in or
reimbursing Bank of America or the Agent for such Lenders' Pro Rata Share of any
BANA Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j).
ARTICLE 11
DEFAULT; REMEDIES
11.1 Events of Default. It shall constitute an event of default
("Event of Default") if any one or more of the following shall occur for any
reason:
(a) any failure to pay the principal of or interest or premium
on any of the Obligations when due, whether upon demand or otherwise;
(b) any representation or warranty made by the Borrower in
this Agreement or by the Borrower or any Guarantor in any of the other Loan
Documents, any Financial Statement, or any certificate furnished by the
Borrower or any Guarantor at any time to the Agent or any Lender shall prove to
be untrue in any material respect as of the date on which made or furnished;
(c) (i) any default shall occur in the observance or
performance of any of the covenants or agreements contained in any of Article
6, Section 7.2, 7.3, 9.4 or 9.9 through 9.28 hereof (other than a default under
Section 9.20 as a result of a Lien involuntarily incurred, which
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is not otherwise an Event of Default hereunder) or (ii) any default shall occur
in the observance or performance of any of the other covenants and agreements
contained in this Agreement or under Section 9.20 hereof as a result of a Lien
involuntarily incurred, any other Loan Documents, or any other agreement entered
into at any time to which the Borrower or any Guarantor thereof and the Agent or
any Lender are party in each case referred to in this clause (ii), if the same
shall not have been cured within fifteen (15) days following notice by the Agent
to the Borrower of the breach thereof, or if any such agreement or document
shall terminate (other than in accordance with its terms or the terms hereof or
with the written consent of the Agent and the Majority Lenders) or become void
or unenforceable, without the written consent of the Agent and the Majority
Lenders;
(d) default shall occur with respect to any Debt for borrowed
money (other than the Obligations) in an outstanding principal amount which
exceeds, in the aggregate for all such Debt with respect to which default shall
have occurred, $2,000,000, or under any agreement or instrument under or
pursuant to which any such Debt or indebtedness may have been issued, created,
assumed, or guaranteed by the Borrower or any Guarantor, and such default shall
continue for more than the period of grace, if any, therein specified, if the
effect thereof (with or without the giving of notice or further lapse of time
or both) is to accelerate, or to permit the holders of any such Debt or
indebtedness to accelerate, the maturity of any such Debt; or any such Debt or
indebtedness shall be declared due and payable or be required to be prepaid
(other than by a regularly scheduled required prepayment) prior to the stated
maturity thereof;
(e) the Borrower or any Guarantor shall (i) file a voluntary
petition in bankruptcy or file a voluntary petition or an answer or file any
proposal or notice of intent to file a proposal or otherwise commence any
action or proceeding seeking reorganization, arrangement, consolidation or
readjustment of its debts or which seeks to stay or has the effect of staying
any creditor or for any other relief under the Bankruptcy Code, the Bankruptcy
and Insolvency Act or the Companies' Creditors Arrangement Act, as amended, or
under any other bankruptcy, insolvency, liquidation, winding up, corporate or
similar act or law, state, provincial or federal, now or hereafter existing, or
consent to, approve of, or acquiesce in, any such petition, proposal action or
proceeding, (ii) apply for or acquiesce in the appointment of a receiver,
assignee, liquidator, sequestrator, monitor, administrator, custodian, trustee
or similar officer for it or for all or any part of its property, (iii) make an
assignment for the benefit of creditors, or (iv) be unable generally to pay its
debts as they become due;
(f) an involuntary petition or proposal shall be filed or an
action or proceeding otherwise commenced seeking reorganization, consolidation,
arrangement or readjustment of the debts of the Borrower or any Guarantor or
for any other relief under the Bankruptcy Code, the Bankruptcy and Insolvency
Act or the Companies' Creditors Arrangement Act, as amended, or under any other
bankruptcy, insolvency, liquidation, winding up, corporate or similar act or
law, state, provincial or federal, now or hereafter existing and (i) such
petition, proposal action or proceeding shall not have been stayed or dismissed
within a period of sixty (60) days after its commencement or (ii) an order for
relief against the Borrower or such Guarantor shall have been entered in such
proceeding or (iii) a Material Adverse Effect shall have occurred;
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(g) a receiver, assignee, liquidator, sequestrator, custodian,
trustee, monitor, administrator or similar officer for the Borrower or any
Guarantor or for all or any part of its property shall be appointed or a warrant
of attachment, execution, writ of seizure or seizure and sale or similar process
shall be issued against any part of the property of the Borrower or any
Guarantor or any distress or analogous process is levied upon all or any part of
Borrower's or any Guarantor's property;
(h) Borrower or any Guarantor shall file a certificate of
dissolution or like process under applicable state, provincial or federal law or
shall be liquidated, dissolved or wound-up or shall commence or have commenced
against it any action or proceeding for dissolution, winding-up or liquidation,
or shall take any corporate action in furtherance thereof;
(i) all or any material part of the property of the Borrower
or any Guarantor shall be nationalized, expropriated or condemned, seized or
otherwise appropriated, or custody or control of such property or of the
Borrower or such Guarantor shall be assumed by any Governmental Authority or any
court of competent jurisdiction at the instance of any Governmental Authority or
any other Person, except where contested in good faith by proper proceedings
diligently pursued where a stay of enforcement is in effect;
(j) the LDM Canada Guarantee, LDM Holding Guarantee or any
other guaranty of the Obligations shall be terminated, revoked or declared void
or invalid;
(k) one or more judgments or orders for the payment of money
aggregating in excess of $2,000,000, which amount shall not be fully covered by
insurance, shall be rendered against the Borrower or any Guarantor and any such
judgments or orders shall not have been vacated, discharged, stayed or bonded
pending appeal within sixty (60) days from the entry thereof
(1) any loss, theft, damage or destruction of any item or
items of Collateral, Pledged Collateral or Guarantor Collateral or other
property of the Borrower or any Guarantor occurs which (i) materially and
adversely affects the property, business, operation, prospects, or condition of
the Borrower or any Guarantor; or (ii) is material in amount and is not
adequately covered by insurance;
(m) there occurs a Material Adverse Effect;
(n) there is filed against the Borrower or any Guarantor any
civil or criminal action, suit or proceeding under any federal or state
racketeering statute (including, without limitation, the Racketeer Influenced
and Corrupt Organization Act of 1970), which action, suit or proceeding (1) is
not dismissed within one hundred twenty (120) days, and (2) could result in the
confiscation or forfeiture of any material portion of the Collateral, Pledged
Collateral or Guarantor Collateral;
(o) for any reason other than the failure of the Agent to take
any action available to it to maintain perfection of the Agent's Liens, pursuant
to the Loan Documents, any Loan Document ceases to be in full force and effect
or any Lien with respect to any material portion of the Collateral, Pledged
Collateral or Guarantor Collateral intended to be secured
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thereby ceases to be, or is not, valid, perfected and prior to all other Liens
(other than Permitted Liens) or is terminated, revoked or declared void;
(p) an ERISA Event shall occur with respect to a Pension Plan
or Multi-employer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower or any Guarantor under applicable laws in an
aggregate amount in excess of $2,000,000; (ii) the aggregate amount of Unfunded
Pension Liability among all Pension Plans at any time exceeds $2,000,000; or
(iii) the Borrower, any Guarantor or any ERISA Affiliate shall fail to pay when
due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multi-employer Plan in an aggregate amount in excess of $2,000,000 or
(iv) any Lien (save for contribution amounts not yet due) arises in connection
with any Plan; or
(q) there occurs a Change of Control,
11.2 Remedies. (a) If a Default or an Event of Default exists, the
Agent may, in its discretion, and shall, at the direction of the Majority
Lenders, do one or more of the following at any time or times and in any order,
without notice to or demand on the Borrower or any other Person: (i) reduce
the Maximum Revolver Amount, or the advance rates against Eligible Accounts
and/or Eligible Inventory used in computing Revolver Availability, or reduce
one or more of the other elements used in computing Revolver Availability; (ii)
restrict the amount of or refuse to make Revolving Loans; and (iii) restrict or
refuse to arrange for Letters of Credit. If an Event of Default exists, the
Agent shall, at the direction of the Majority Lenders, do one or more of the
following, in addition to the actions described in the preceding sentence, at
any time or times and in any order, without notice to or demand on the Borrower
or any other Person: (a) terminate the Commitments and this Agreement; (b)
declare any or all Obligations (other than Obligations with respect to the
Interest Rate Swap) to be immediately due and payable; provided, however, that
upon the occurrence of any Event of Default described in Sections 11.1(e),
11.1(f), 11.1(g), or 11.1(h), the Commitments shall automatically and
immediately expire and all Obligations shall automatically become immediately
due and payable without notice or demand of any kind; and (c) pursue its other
rights and remedies under the Loan Documents and applicable law.
(b) If an Event of Default exists: (i) the Agent shall have
for the benefit of the Lenders, in addition to all other rights of the Agent
and the Lenders, the rights and remedies of a secured party under the UCC, the
PPSA and the Mortgages Act of Ontario; (ii) the Agent may, at any time, take
possession of the Collateral and keep it on the Borrower's or LDM Canada's
premises, at no cost to the Agent or any Lender, or remove any part of it to
such other place or places as the Agent may desire, or the Borrower shall, upon
the Agent's demand, at the Borrower's cost, assemble, or cause LDM Canada to
assemble, the Collateral and make it available to the Agent at a place
reasonably convenient to the Agent; and (iii) the Agent may sell and deliver
any Collateral at public or private sales, for cash, upon credit or otherwise,
at such prices and upon such terms as the Agent deems advisable, in its sole
discretion, and may, if the Agent deems it reasonable, postpone or adjourn any
sale of the Collateral by an announcement at the time and place of sale or of
such postponed or adjourned sale without giving a new notice of sale. Without
in any way requiring notice to be given in the following manner, the Borrower
agrees that any notice by the Agent of sale, disposition or other intended
action hereunder or in
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connection herewith, whether required by the UCC or otherwise, shall constitute
reasonable notice to the Borrower if such notice is mailed by registered or
certified mail, return receipt requested, postage prepaid, or is delivered
personally against receipt, at least five (5) Business Days prior to such action
to the Borrower's address specified in or pursuant to Section 15.8. If any
Collateral is sold on terms other than payment in full at the time of sale, no
credit shall be given against the Obligations until the Agent or the Lenders
receive payment, and if the buyer defaults in payment, the Agent may resell the
Collateral without further notice to the Borrower. In the event the Agent seeks
to take possession of all or any portion of the Collateral by judicial process,
the Borrower irrevocably waives: (a) the posting of any bond, surety or security
with respect thereto which might otherwise be required; (b) any demand for
possession prior to the commencement of any suit or action to recover the
Collateral; and (c) any requirement that the Agent retain possession and not
dispose of any Collateral until after trial or final judgment. The Borrower
agrees that the Agent has no obligation to preserve rights to the Collateral or
marshal any Collateral for the benefit of any Person. The Agent is hereby
granted a license or other right to use, without charge, the Borrower's labels,
patents, copyrights, name, trade secrets, trade names, trademarks, and
advertising matter, or any similar property, in completing production of,
advertising or selling any Collateral, and the Borrower's rights under all
licenses and all franchise agreements shall inure to the Agent's benefit. The
proceeds of sale shall be applied first to all expenses of sale, including
attorneys' fees, and then to the Obligations in whatever order the Agent elects.
The Agent will return any excess to the Borrower and the Borrower shall remain
liable for any deficiency.
(c) If an Event of Default occurs, the Borrower hereby waives
all rights to notice and hearing prior to the exercise by the Agent of the
Agent's rights to repossess the Collateral without judicial process or to
replevy, attach or levy upon the Collateral without notice or hearing.
ARTICLE 12
TERM AND TERMINATION
12.1 Term and Termination. The term of this Agreement shall end on the
Termination Date. The Agent upon direction from the Majority Lenders may
terminate this Agreement without notice upon the occurrence of an Event of
Default. The Agent shall provide notice to the Borrower of such termination;
provided that the failure by the Agent to provide such notice to the Borrower
shall not prohibit, restrict or otherwise affect the validity of the actions
taken by the Agent and/or the Majority Banks pursuant to this Section 12.1.
Upon the effective date of termination of this Agreement for any reason
whatsoever, all Obligations shall become immediately due and payable.
Notwithstanding the termination of this Agreement, until all Obligations are
indefeasibly paid and performed in full in cash, the Borrower shall remain
bound by the terms of this Agreement and shall not be relieved of any of its
Obligations hereunder, and the Agent and the Lenders shall retain all their
rights and remedies hereunder (including, without limitation, the Agent's Liens
in and all rights and remedies with respect to all then existing and
after-arising Collateral).
ARTICLE 13
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AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS
13.1 No Waivers; Cumulative Remedies. No failure by the Agent or any
Lender to exercise any right, remedy, or option under this Agreement or any
present or future supplement thereto, or in any other agreement between or among
the Borrower and the Agent and/or any Lender, or delay by the Agent or any
Lender in exercising the same, will operate as a waiver thereof. No waiver by
the Agent or any Lender will be effective unless it is in writing, and then only
to the extent specifically stated. No waiver by the Agent or the Lenders on any
occasion shall affect or diminish the Agent's and each Lender's rights
thereafter to require strict performance by the Borrower of any provision of
this Agreement. The Agent's and each Lender's rights under this Agreement will
be cumulative and not exclusive of any other right or remedy which the Agent or
any Lender may have.
13.2 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Lenders (or by the Agent at the written
request of the Majority Lenders) and the Borrower and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver, amendment, or
consent shall, unless in writing and signed by all the Lenders and the Borrower
and acknowledged by the Agent, do any of the following:
(a) increase or extend the Commitment of any Lender;
(b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document;
(c) reduce the principal of, or the rate of interest specified
herein on any Loan, or any fees or other amounts payable hereunder or under any
other Loan Document;
(d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lender
or any of them to take any action hereunder;
(e) increase the advance rate with respect to Revolving Loans;
(f) amend this Section or any provision of the Agreement
providing for consent or other action by all Lenders;
(g) release Collateral, Pledged Collateral or Guarantor
Collateral other than as permitted by Section 14.12;
(h) change the definitions of "Majority Lenders" or "Required
Lenders."
and, provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent, affect the rights or duties of the Agent under
this Agreement or any other Loan Document.
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13.3 Assignments; Participations.
(a) Any Lender may, with the written consent of the Agent,
assign and delegate to one or more assignees (provided that no written consent
of the Agent shall be required in connection with any assignment and delegation
by a Lender to an Affiliate of such Lender) (each an "Assignee") all, or any
ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Lender hereunder, in a minimum aggregate amount of
$5,000,000; provided, however, that no such assignment shall be made unless a
pro rata assignment of such Lender's Loans and Commitments under, and as defined
in, the Term Loan Agreement shall be made simultaneously to the same Person; and
provided further, that the Borrower and the Agent may continue to deal solely
and directly with such Lender in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Borrower and the Agent by such Lender and the
Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower
and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment
and Acceptance") and (iii) the assignor Lender or Assignee has paid to the Agent
a processing fee in the amount of $3,500.
(b) From and after the date that the Agent notifies the
assignor Lender that it has received an executed Assignment and Acceptance and
payment of the above-referenced processing fee, (i) the Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations,
including, but not limited to, the obligation to participate in credit support
or other enhancement for Letters of Credit hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall have the rights and
obligations of a Lender under the Loan Documents, and (ii) the assignor Lender
shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).
(c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (1) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the other Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document furnished pursuant hereto; (2) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, LDM Canada or any other Person or the
performance or observance by the Borrower, LDM Canada or any other Person of any
of its obligations under this Agreement or any other Loan Document furnished
pursuant hereto; (3) such Assignee confirms that it has received a copy of this
Agreement, together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (4) such Assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue
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to make its own credit decisions in taking or not taking action under this
Agreement; (5) such Assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (6) such
Assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.
(d) Immediately upon each Assignee's making its processing fee
payment under the Assignment and Acceptance, this Agreement shall be deemed to
be amended to the extent, but only to the extent, necessary to reflect the
addition of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Lender pro tanto.
(e) Any Lender may at any time sell to one or more commercial
banks, financial institutions, or other Persons not Affiliates of the Borrower
(a "Participant") participating interests in any Loans, the Commitment of that
Lender and the other interests of that Lender (the "Originating Lender")
hereunder and under the other Loan Documents; provided, however that no such
participation shall be made unless a pro rata participation of such Lender's
Loans and Commitments under, and as defined in, the Term Loan Agreement shall be
simultaneously made to the same Person; and provided further, that (i) the
Originating Lender's obligations under this Agreement shall remain unchanged,
(ii) the Originating Lender shall remain solely responsible for the performance
of such obligations, (iii) the Borrower and the Agent shall continue to deal
solely and directly with the Originating Lender in connection with the
Originating Lender's rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Lender shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement or any other Loan
Document, and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation; except that, if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement.
(f) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and any notes held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
Federal Reserve Board or U.S. Treasury Regulation 31 CFR $203.14, and such
Federal Reserve Bank may enforce such pledge or security interest in any manner
permitted under applicable law.
ARTICLE 14
THE AGENT
14.1 Appointment and Authorization. Each Lender hereby designates and
appoints Bank of America, N.A. as its Agent under this Agreement and the other
Loan Documents and
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each Lender hereby irrevocably authorizes the Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. The Agent agrees to act as such on
the express conditions contained in this Article 14. The provisions of this
Article 14 are solely for the benefit of the Agent and the Lenders and the
Borrower shall have no rights as a third party beneficiary of any of the
provisions contained herein. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Agent. Except as expressly otherwise
provided in this Agreement, the Agent shall have and may use its sole discretion
with respect to exercising or refraining from exercising any discretionary
rights or taking or refraining from taking any actions which the Agent is
expressly entitled to take or assert under this Agreement and the other Loan
Documents, including, without limitation, (a) the determination of the
applicability of ineligibility criteria with respect to the calculation of the
Revolver Availability, (b) the making of Agent Advances pursuant to Section
2.2(i), and (c) the exercise of remedies pursuant to Section 11.2, and any
action so taken or not taken shall be deemed consented to by the Lenders.
14.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects as
long as such selection was made without gross negligence or willful misconduct.
14.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Borrower or any Subsidiary or
Affiliate of the Borrower, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower or any of the
Borrower's Subsidiaries or Affiliates.
14.4 Reliance by Agent. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper
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Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Borrower), independent accountants and other experts selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Majority Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Lenders.
(b) For purposes of determining compliance with the conditions
specified in Section 10.1, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Lender.
14.5 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Lenders, unless the Agent shall have
received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Majority Lenders in
accordance with Section 11; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable.
14.6 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Borrower and the Guarantors, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Borrower and the Guarantors, and all applicable bank regulatory laws relating to
the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Borrower. Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower or any Guarantor. Except for notices, reports
and other documents expressly herein required to be furnished to the Lenders by
the Agent, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other
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information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any Guarantor which
may come into the possession of any of the Agent-Related Persons.
14.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Borrower and without limiting the obligation of the Borrower to do so), pro
rata, from and against any and all Indemnified Liabilities; provided, however,
that no Lender shall be liable for the payment to the Agent-Related Persons of
any portion of such Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender shall reimburse the Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.
14.8 Agent in Individual Capacity. Bank of America and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Borrower and
its Subsidiaries and Affiliates as though Bank of America were not the Agent
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not the Agent, and the
terms "Lender" and "Lenders" include Bank of America in its individual capacity.
14.9 Successor Agent. The Agent may resign as Agent upon thirty (30)
days' notice to the Lenders. If the Agent resigns under this Agreement, the
Majority Lenders shall appoint from among the Lenders a successor agent for the
Lenders. If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the
Lenders and the Borrower, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the
term "Agent" shall mean such successor agent and the retiring Agent's
appointment, powers and duties as Agent shall be terminated. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 14 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is thirty (30) days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent hereunder until such time, if any, as the Majority Lenders
appoint a successor agent as
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provided for above. Notwithstanding the foregoing, in the event that Bank of
America assigns all of its Loans to an Affiliate, whether through direct
assignment or indirect assignment by operation of law as a result of any merger
or other consolidation, upon the effective date of any such assignment, such
Affiliate shall automatically become the successor Agent and all designations or
references in this Agreement to Bank of America, N.A., in its individual
capacity or as Agent or otherwise, shall be deemed to be a reference to such
Affiliate.
14.10 Withholding Tax. (a) If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims
exemption from, or a reduction of, U.S. withholding tax under the Code, such
Lender agrees with and in favor of the Agent, to deliver to the Agent:
(i) if such Lender claims an exemption from, or a
reduction of, withholding tax under a United States tax treaty,
properly completed IRS Forms W-8ECI and W-8 before the payment of any
interest in the first calendar year and before the payment of any
interest in each third succeeding calendar year during which interest
may be paid under this Agreement;
(ii) if such Lender claims that interest paid under
this Agreement is exempt from United States withholding tax because it
is effectively connected with a United States trade or business of such
Lender, two properly completed and executed copies of IRS Form W-8BEN
before the payment of any interest is due in the first taxable year of
such Lender and in each succeeding taxable year of such Lender during
which interest may be paid under this Agreement, and IRS Form W-9; and
(iii) such other form or forms as may be required
under the Code or other laws of the United States as a condition to
exemption from, or reduction of, United States withholding tax.
Such Lender agrees to promptly notify the Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.
(b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8ECI
and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Borrower to such Lender, such
Lender agrees to notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Borrower to such Lender. To
the extent of such percentage amount, the Agent will treat such Lender's IRS
Form W-8ECI as no longer valid.
(c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form W-8BEN with the Agent sells, assigns, grants
a participation in, or otherwise transfers all or part of the Obligations of the
Borrower to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by the Code.
(d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other
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documentation required by subsection (a) of this Section are not delivered to
the Agent, then the Agent may withhold from any interest payment to such Lender
not providing such forms or other documentation an amount equivalent to the
applicable withholding tax.
(e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered, was not properly executed, or
because such Lender failed to notify the Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Lender shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, together
with all costs and expenses (including Attorney Costs). The obligation of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent.
14.11 [INTENTIONALLY OMITTED]
14.12 Collateral Matters.
(a) The Lenders hereby irrevocably authorize the Agent, at its
option and in its sole discretion, to release any Agent's Lien upon any
Collateral, Pledged Collateral or Guarantor Collateral (i) upon the termination
of the Commitments and payment and satisfaction in full by Borrower of all Loans
and reimbursement obligations in respect of Letters of Credit, and the
termination of all outstanding Letters of Credit (whether or not any of such
obligations are due) and all other Obligations; (ii) constituting property being
sold or disposed of if the Borrower certifies to the Agent that the sale or
disposition is made in compliance with Section 9.9 (and the Agent may rely
conclusively on any such certificate, without further inquiry); (iii)
constituting property in which the Borrower or a Guarantor owned no interest at
the time the Lien was granted or at any time thereafter; or (iv) constituting
property leased to the Borrower or LDM Canada under a lease which has expired or
been terminated in a transaction permitted under this Agreement. Except as
provided above, the Agent will not release any of the Agent's Liens without the
prior written authorization of the Lenders in accordance with Section 13.2;
provided that the Agent may release the Agent's Liens on Collateral, Pledged
Collateral or Guarantor Collateral valued in the aggregate of not more than
$5,000,000 without the prior written authorization of the Lenders. Upon request
by the Agent or the Borrower at any time, the Lenders will confirm in writing
the Agent's authority to release any Agent's Liens upon particular types or
items of Collateral, Pledged Collateral or Guarantor Collateral pursuant to this
Section 14.12.
(b) Upon receipt by the Agent of any authorization required
pursuant to Section 14.1 l(a) from the Majority Lenders or Lenders, as
applicable, of the Agent's authority to release any Agent's Liens upon
particular types or items of Collateral, Pledged Collateral or Guarantor
Collateral, and upon at least five (5) Business Days' prior written request by
the Borrower, the Agent shall (and is hereby irrevocably authorized by the
Lenders to) execute such documents as may be necessary to evidence the release
of the Agent's Liens upon such Collateral, Pledged Collateral or Guarantor
Collateral; provided, however, that (i) the Agent shall
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not be required to execute any such document on terms which, in the Agent's
opinion, would expose the Agent to liability or create any obligation or entail
any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Borrower or a Guarantor in respect of) all interests
retained by the Borrower or the relevant Guarantor, including (without
limitation) the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of
the Lenders to assure that the Collateral, Pledged Collateral or Guarantor
Collateral, exists or is owned by the Borrower or a Guarantor or is cared for,
protected or insured or has been encumbered, or that the Agent's Liens have been
properly or sufficiently or lawfully created, perfected, protected or enforced
or are entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to the Agent pursuant to any of the Loan Documents, it being
understood and agreed that in respect of the Collateral, Pledged Collateral or
Guarantor Collateral, or any act, omission or event related thereto, the Agent
may act in any manner it may deem appropriate, in its sole discretion given the
Agent's own interest in the Collateral, Pledged Collateral or Guarantor
Collateral, in its capacity as one of the Lenders and that the Agent shall have
no other duty or liability whatsoever to any Lender as to any of the foregoing.
14.13 Restrictions on Actions by Lenders; Sharing of Payments. (a) Each
of the Lenders agrees that it shall not, without the express consent of the
Agent, and that it shall, to the extent it is lawfully entitled to do so, upon
the request of the Agent, set off against the Obligations, any amounts owing by
such Lender to the Borrower or any Guarantor or any accounts of the Borrower or
such Guarantor now or hereafter maintained with such Lender. Each of the Lenders
further agrees that it shall not, unless specifically requested to do so by the
Agent, take or cause to be taken any action, including, without limitation, the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral, Pledged
Collateral or Guarantor Collateral, the purpose of which is, or could be, to
give such Lender any preference or priority against the other Lenders with
respect to the Collateral, Pledged Collateral or Guarantor Collateral.
(b) Subject to Section 4.8, if, at any time or times any
Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any
proceeds of Collateral, Pledged Collateral or Guarantor Collateral, or any
payments with respect to the Obligations of the Borrower to such Lender arising
under, or relating to, this Agreement or the other Loan Documents, except for
any such proceeds or payments received by such Lender from the Agent pursuant to
the terms of this Agreement, or (ii) payments from the Agent in excess of such
Lender's ratable portion of all such distributions by the Agent, such Lender
shall promptly (1) turn the same over to the Agent, in kind, and with such
endorsements as may be required to negotiate the same to the Agent, or in same
day funds, as applicable, for the account of all of the Lenders and for
application to the Obligations in accordance with the applicable provisions of
this Agreement, or (2) purchase, without recourse or warranty, an undivided
interest and participation in the Obligations owed to the other Lenders so that
such excess payment received shall be applied ratably as among the Lenders in
accordance with their Pro Rata Shares; provided, however, that if all or part of
such excess payment received by the purchasing party is thereafter recovered
from it, those purchases
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of participations shall be rescinded in whole or in part, as applicable, and the
applicable portion of the purchase price paid therefor shall be returned to such
purchasing party, but without interest except to the extent that such purchasing
party is required to pay interest in connection with the recovery of the excess
payment.
14.14 Agency for Perfection. Each Lender hereby appoints each other
Lender as agent for the purpose of perfecting the Lenders' security interest in
assets which, in accordance with Article 9 of the UCC or the applicable
provision of the PPSA, can be perfected only by possession. Should any Lender
(other than the Agent) obtain possession of any such Collateral, Pledged
Collateral or Guarantor Collateral, such Lender shall notify the Agent thereof,
and, promptly upon the Agent's request therefor shall deliver such Collateral,
Pledged Collateral or Guarantor Collateral, to the Agent or in accordance with
the Agent's instructions.
14.15 Payments by Agent to Lenders. All payments to be made by the
Agent to the Lenders shall be made by bank wire transfer or internal transfer of
immediately available funds to: Xxxx xx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxxx 00000,
ABA 07 0000000, Account No. 8666700418, for Bank of America, N.A., or pursuant
to such other wire transfer instructions as each party may designate for itself
by written notice to the Agent. Concurrently with each such payment, the Agent
shall identify whether such payment (or any portion thereof) represents
principal, premium or interest on the Revolving Loans or otherwise.
14.16 Concerning the Collateral and the Related Loan Documents. Each
Lender authorizes and directs the Agent to enter into this Agreement and the
other Loan Documents relating to the Collateral, Pledged Collateral and
Guarantor Collateral, for the ratable benefit of the Lenders. Each Lender agrees
that any action taken by the Agent or Majority Lenders in accordance with the
terms of this Agreement or the other Loan Documents relating to the Collateral,
Pledged Collateral and Guarantor Collateral and the exercise by the Agent or the
Majority Lenders of their respective powers set forth therein or herein,
together with such other powers that are reasonably incidental thereto, shall be
binding upon all of the Lenders.
14.17 Field Audit and Examination Reports; Disclaimer by Lenders. By
signing this Agreement, each Lender:
(a) is deemed to have requested that the Agent furnish such
Lender, promptly after it becomes available, a copy of each field audit or
examination report (each a "Report" and collectively, "Reports") prepared by the
Agent;
(b) expressly agrees and acknowledges that neither Bank of
America nor the Agent (i) makes any representation or warranty as to the
accuracy of any Report, or (ii) shall be liable for any information contained in
any Report;
(c) expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that the Agent or other party performing
any audit or examination will inspect only specific information regarding the
Borrower and the Guarantors and will rely significantly upon the Borrower's
books and records, as well as on representations of the Borrower's personnel;
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(d) agrees to keep all Reports confidential and strictly for
its internal use, and not to distribute or use any Report in any other manner;
and
(e) without limiting the generality of any other
indemnification provision contained in this Agreement, agrees: (i) to hold the
Agent and any such other Lender preparing a Report harmless from any action the
indemnifying Lender may take or conclusion the indemnifying Lender may reach or
draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to the Borrower, or the
indemnifying Lender's participation in, or the indemnifying Lender's purchase
of, a loan or loans of the Borrower; and (ii) to pay and protect, and indemnify,
defend and hold the Agent and any such other Lender preparing a Report harmless
from and against, the claims, actions, proceedings, damages, costs, expenses and
other amounts (including, without limitation attorney costs) incurred by the
Agent and any such other Lender preparing a Report as the direct or indirect
result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.
ARTICLE 15
MISCELLANEOUS
15.1 Cumulative Remedies; No Prior Recourse to Collateral. The
enumeration herein of the Agent's and each Lender's rights and remedies is not
intended to be exclusive, and such rights and remedies are in addition to and
not by way of limitation of any other rights or remedies that the Agent and the
Lenders may have under the UCC or other applicable law. The Agent and the
Lenders shall have the right, in their sole discretion, to determine which
rights and remedies are to be exercised and in which order. The exercise of one
right or remedy shall not preclude the exercise of any others, all of which
shall be cumulative. The Agent and the Lenders may, without limitation, proceed
directly against the Borrower to collect the Obligations without any prior
recourse to the Collateral, the Pledged Collateral or the Guarantor Collateral.
No failure to exercise and no delay in exercising, on the part of the Agent or
any Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.
15.2 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.
15.3 Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver. (a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
OPPOSED TO THE CONFLICT OF LAWS PROVISIONS PROVIDED THAT PERFECTION ISSUES WITH
RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT
OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF ILLINOIS;
PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.
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(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND THE
LENDERS CONSENT, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE AGENT AND THE LENDERS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:
(1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF
THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN
THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE THOSE JURISDICTIONS.
(c) THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWER AT ITS
ADDRESS SET FORTH IN SECTION 15.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S.
MAILS. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF AGENT OR THE LENDERS
TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.
(d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES, INCLUDING
BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT,
SHALL AT THE REQUEST OF EITHER PARTY HERETO BE DETERMINED BY ARBITRATION. The
arbitration shall be conducted in accordance with the United States Arbitration
Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this
Agreement, and under the Commercial Rules of the American Arbitration
Association ("AAA"). The arbitrator(s) shall give effect to statutes of
limitation in determining any claim. Any controversy concerning whether an issue
is arbitrable shall be determined by the arbitrator(s). Judgment upon the
arbitration award may be entered in any court having jurisdiction. The
institution and maintenance of an action for judicial relief or pursuant to a
provisional or ancillary remedy shall not constitute a waiver of the right of
either party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial relief.
97
(e) Notwithstanding the provisions of (d) above, no
controversy or claim shall be submitted to arbitration without the consent of
all parties if, at the time of the proposed submission, such controversy or
claim arises from or related to an obligation to the Lender which is secured by
real estate property collateral (exclusive of real estate space lease
assignments). If all the parties do not consent to submission of such a
controversy or claim to arbitration, the controversy or claim shall be
determined as provided in this Section 15.3(e).
(f) At the request of either party a controversy or claim
which is not submitted to arbitration as provided and limited in Section 15.3(d)
and (e) shall be determined by judicial reference. If such an election is made,
the parties shall designate to the court a referee or referees selected under
the auspices of the AAA in the same manner as arbitrators are selected in
AAA-sponsored proceedings. The presiding referee of the panel, or the referee if
there is a single referee, shall be an active attorney or retired judge.
Judgment upon the award rendered by such referee or referees shall be entered in
the court in which such proceeding was commenced.
(g) No provision of Sections (d) through (g) shall limit the
right of the Agent or the Lenders to exercise self-help remedies such as setoff,
foreclosure against or sale of any real or personal property collateral or
security, or obtaining provisional or ancillary remedies from a court of
competent jurisdiction before, after, or during the pendency of any arbitration
or other proceeding. The exercise of a remedy does not waive the right of either
party to resort to arbitration or reference. At the Agent's option, foreclosure
under a deed of trust or mortgage may be accomplished either by exercise of
power of sale under the deed of trust or mortgage or by judicial foreclosure.
15.4 Waiver of Jury Trial. (a) SUBJECT TO THE PROVISIONS OF SECTION
15.3(d), THE BORROWER, THE LENDERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE LENDERS AND THE
AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(b) THE BORROWER AGREES THAT IT WILL NOT ASSERT AGAINST AGENT
OR ANY LENDER ANY CLAIM FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH THIS AGREEMENT OR
98
ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
15.5 Survival of Representations and Warranties. All of the Borrower's
representations and warranties contained in this Agreement shall survive the
execution, delivery, and acceptance thereof by the parties, notwithstanding any
investigation by the Agent or the Lenders or their respective agents.
15.6 Other Security and Guaranties. The Agent, may, without notice or
demand and without affecting the Borrower's obligations hereunder, from time to
time: (a) take from any Person and hold collateral (other than the Collateral)
for the payment of all or any part of the Obligations and exchange, enforce or
release such collateral or any part thereof; and (b) accept and hold any
endorsement or guaranty of payment of all or any part of the Obligations and
release or substitute any such endorser or guarantor, or any Person who has
given any Lien in any other collateral as security for the payment of all or any
part of the Obligations, or any other Person in any way obligated to pay all or
any part of the Obligations.
15.7 Fees and Expenses. The Borrower agrees to pay to the Agent, for
its benefit, on demand, all reasonable costs and expenses that Agent pays or
incurs in connection with the negotiation, preparation, consummation,
administration, enforcement, and termination of this Agreement, including,
without limitation: (a) Attorney Costs; (b) costs and expenses (including
attorneys' and paralegals' fees and disbursements which shall include the
allocated costs of Agent's in-house counsel fees and disbursements) for any
amendment, supplement, waiver, consent, or subsequent closing in connection with
the Loan Documents and the transactions contemplated thereby; (c) costs and
expenses of lien and title searches and title insurance; (d) taxes, fees and
other charges for recording mortgages, filing financing statements and
continuations, and other actions to perfect, protect, and continue the Agent's
Liens (including costs and expenses paid or incurred by the Agent in connection
with the consummation of Agreement); (e) sums paid or incurred to pay any amount
or take any action required of the Borrower under the Loan Documents that the
Borrower fails to pay or take; (f) costs of appraisals, inspections, and
verifications of the Collateral, Pledged Collateral and Guarantor Collateral,
including, without limitation, travel, lodging, and meals for inspections of the
Collateral, Pledged Collateral and Guarantor Collateral, and the Borrower's
operations by the Agent's and each of the Lenders' agents plus the Agent's then
customary charge for field examinations and audits and the preparation of
reports thereof (such charge is currently $500 per day (or portion thereof) for
each agent or employee of the Agent with respect to each field examination or
audit); (g) costs and expenses of forwarding loan proceeds, collecting checks
and other items of payment, and establishing and maintaining Payment Accounts
and lock boxes; (h) costs and expenses of preserving and protecting the
Collateral, Pledged Collateral and Guarantor Collateral; and (i) costs and
expenses (including attorneys' and paralegals' fees and disbursements which
shall include the allocated cost of Agent's in-house counsel fees and
disbursements) paid or incurred to obtain payment of the Obligations, enforce
the Agent's Liens, sell or otherwise realize upon the Collateral, Pledged
Collateral or Guarantor Collateral, and otherwise enforce the provisions of the
Loan Documents, or to defend any claims made or threatened against the Agent or
any Lender arising out of the transactions contemplated hereby (including
without limitation, preparations for and consultations concerning any such
matters). The foregoing shall not be construed to limit any other provisions of
the Loan Documents
99
regarding costs and expenses to be paid by the Borrower. All of the foregoing
costs and expenses shall be charged to the Borrower's Loan Account as Revolving
Loans as described in Section 4.7.
15.8 Notices. Except as otherwise provided herein, all notices, demands
and requests that any party is required or elects to give to any other shall be
in writing, or by a telecommunications device capable of creating a written
record, and any such notice shall become effective (a) upon personal delivery
thereof, including, but not limited to, delivery by overnight mail and courier
service, (b) four (4) days after it shall have been mailed by United States
mail, certified or registered, with postage prepaid, or (c) in the case of
notice by such a telecommunications device, when properly transmitted, in each
case addressed to the party to be notified as follows:
If to the Agent or to Bank of America:
Bank of America, N.A.
000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Portfolio Manager, LDM
Fax No.: (000) 000-0000
If to Borrower:
LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Fax No.: (000) 000-0000
with copies to:
LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Fax No.: (000) 000-0000
and
Xxxx & Xxxxxxxxx, P.C.
Fifth Floor
000 Xxxx Xxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx
Fax No. (000) 000-0000
100
or to such other address as each party may designate for itself by like notice.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the persons designated above to
receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.
15.9 Waiver of Notices. Unless otherwise expressly provided herein, the
Borrower waives presentment, protest and notice of demand or dishonor and
protest as to any instrument, notice of intent to accelerate the Obligations and
notice of acceleration of the Obligations, as well as any and all other notices
to which it might otherwise be entitled. No notice to or demand on the Borrower
which the Agent or any Lender may elect to give shall entitle the Borrower to
any or further notice or demand in the same, similar or other circumstances.
15.10 Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective representatives, successors, and
assigns of the parties hereto; provided, however, that no interest herein may be
assigned by the Borrower without prior written consent of the Agent and each
Lender. The rights and benefits of the Agent and the Lenders hereunder shall, if
such Persons so agree, inure to any party acquiring any interest in the
Obligations or any part thereof.
15.11 Indemnity of the Agent and the Lenders by the Borrower. The
Borrower agrees to defend indemnify and hold the Agent-Related Persons, and each
Lender and each of its respective officers, directors, employees, counsel,
agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans and the termination,
resignation or replacement of the Agent or replacement of any Lender) be imposed
on, incurred by or asserted against any such Person in any way relating to or
arising out of this Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any action taken or omitted
by any such Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of this
Agreement or the Loans or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Borrower shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive payment of all
other Obligations.
15.12 Final Agreement. This Agreement and the other Loan Documents are
intended by the Borrower, the Agent and the Lenders to be the final, complete,
and exclusive expression of the agreement between them. This Agreement
supersedes any and all prior oral or written agreements relating to the subject
matter hereof. No modification, rescission, waiver, release, or amendment of any
provision of this Agreement or any other Loan Document shall be made, except by
a written agreement signed by the Borrower and a duly authorized officer of each
of the Agent and the requisite Lenders.
101
15.13 Amendment and Restatement.
(a) This Agreement amends and restates in its entirety the
Prior Credit Agreement and, upon effectiveness of this Agreement, the terms and
provisions of the Prior Credit Agreement shall, subject to this Section 15.13,
be superseded hereby.
(b) All references to the "Credit Agreement" contained in the
Loan Documents delivered in connection with the Prior Credit Agreement shall be
deemed to refer to this Amended and Restated Loan and Security Agreement.
(c) Notwithstanding the amendment and restatement of the Prior
Credit Agreement by this Agreement, the Revolving Loans and all other
Obligations owing to the Lenders by the Borrower under the Prior Credit
Agreement shall constitute continuing Obligations of the Borrower hereunder and
shall continue to be secured by the Collateral.
(d) The Revolving Loans and all other Obligations owed to the
Lenders by the Borrower under the Prior Credit Agreement and the Liens securing
payment thereof shall in all respects be continuing (as amended and restated
hereby), and this Agreement shall not be deemed to evidence or result in a
novation, or repayment and re-borrowing, of the Revolving Loans or such other
Obligations. Upon the effective date of this Agreement, all Revolving Loans and
all other Obligations owed to the Lenders by the Borrower under the Prior Credit
Agreement shall automatically be deemed to be Revolving Loans or other
Obligations hereunder and all Letters of Credit issued pursuant to the Prior
Credit Agreement shall automatically be deemed to have been issued hereunder.
(e) In furtherance of and without limiting the foregoing, from
and after the Closing Date, the terms, conditions, and covenants governing the
Revolving Loans and all other Obligations under the Prior Credit Agreement shall
be solely as set forth in this Agreement, which shall supersede the Prior Credit
Agreement in its entirety (provided that all rights to indemnification of the
Lenders arising pursuant to the Prior Credit Agreement shall survive the
amendment and restatement of the Prior Credit Agreement pursuant to this
Agreement).
15.14 Counterparts. This Agreement may be executed in any number of
counterparts, and by the Agent, each Lender and the Borrower in separate
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.
15.15 Captions. The captions contained in this Agreement are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge, or restrict any provision.
15.16 Right of Setoff. In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Borrower, any such notice being waived by the
Borrower to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the Borrower against any and all Obligations owing
to such Lender, now or hereafter existing,
102
irrespective of whether or not the Agent or such Lender shall have made demand
under this Agreement or any Loan Document and although such Obligations may be
contingent or unmatured. Each Lender agrees promptly to notify the Borrower and
the Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.
* * *
103
IN WITNESS WHEREOF, the parties have entered into this Amended and
Restated Loan and Security Agreement on the date first above written.
LDM TECHNOLOGIES, INC., as Borrower
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Title: Chief Financial Officer
---------------------------------
[LDM LOAN AND SECURITY AGREEMENT]
BANK OF AMERICA, N.A., as the Agent
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President
----------------------------
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President
----------------------------
[LDM LOAN AND SECURITY AGREEMENT]
FLEET CAPITAL CORPORATION, as a
Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Title: SVP
-----------------------------
[LDM LOAN AND SECURITY AGREEMENT]
COMERICA BANK, as a Lender
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Title: Corporate Banking Officer
------------------------------
[LDM LOAN AND SECURITY AGREEMENT]
THE CIT GROUP/BUSINESS CREDIT,
INC., as a Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
------------------------------------
[LDM LOAN AND SECURITY AGREEMENT]
SCHEDULE 1.1
LENDER COMMITMENT PERCENTAGE
Bank of America, N.A. $35,926,380.00 57.026%
Fleet National Bank $ 5,874,750.00 9.325%
Comerica Bank $ 9,450,000.00 15.000%
The CIT Group/Business Credit, Inc. $11,748,870.00 18.649%
TOTAL: $63,000,000.00 100%
SCHEDULE 6.3
CHIEF EXECUTIVE OFFICE LOCATIONS. STATE OF FORMATION;
RECORDS LOCATIONS; COLLATERAL LOCATIONS
State of
Entity Formation Location
------ --------- --------
LDM Technologies, Inc. Michigan 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxx, 00000
LDM Holding Canada, Inc. Michigan 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxx, 00000
LDM Technologies Company Michigan 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
RECORDS/COLLATERAL LOCATION
Entity/Facility Owned/Leased/Bailment
--------------- ---------------------
I. LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx, 00000 Owned
000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, 00000 Owned
000 Xxxxx Xxxxxxx, Xxxxxxxxxxx, Xxxx, 00000 Owned
000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, 00000 Owned
000 Xxxxxxxxxxxx, Xxxxxxxx, Xxxx, 00000 Leased
0000 Xxxx X. Xxxxx Xxxxxxx, Xx. Xxxxx, Xxxxxxxx Owned
0000 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 00000 Owned
000 X. Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx, 00000 Owned
0000 Xxx X.X. 00, Xxxxxxxx, Xxxxxxxx, 00000-0000 Owned
00000 Xxxxx Xxxx Xxxx, Xxx Xxxxxx, Xxxxxxxx 00000 Owned
00000 Xxxxx Xxxx Xxxx, Xxx Xxxxxx, Xxxxxxxx, 00000 Owned
000 Xxxxx Xxxxxxxx Xx. Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 Owned
0000 Xxxxx, Xxxx Xxxxx, Xxxxxxxx 00000 Leased
60-l00 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 Leased
0000 Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 Leased
0000 Xxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx 00000 Leased
0000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx 00000 Leased
0000-0000 Xxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 Bailment
II. LDM Holding Canada, Inc. None
III. LDM Technologies Company
0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0 Owned
000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxx X0X0X0 Bailment
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx Leased
000 Xxxxxx Xxxxxxxx Xxxx (Xxxxxx Xxx.)
Xxxxxxxxxx, Xxxxxxx, Xxxxxx Leased
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx Leased
SCHEDULE 8.3
FOREIGN QUALIFICATION LOCATIONS
LDM Technologies, Inc.
1. Ohio
2. Xxxxxxxxx
0. Xxxxxxx, Xxxxxx
4. Texas
5. Indiana
6. United Kingdom (England and Wales)
7. Germany
LDM Holding Canada, Inc.
None
LDM Technologies Company
1. Ontario, Canada
SCHEDULE 8.4
PRIOR NAMES OF BORROWER AND GUARANTORS
1. LDM Industries, Inc. was incorporated on January 15, 1985. LDM
Industries, Inc. purchased 75% of the shares of GL Industries of
Indiana, Inc., d/b/a Como Plastics Corporation on April 28, 1993, now
doing business as Como Products. On April 15, 1994, all the assets and
liabilities of GL Industries of Indiana, Inc. were sold to New GLI,
Inc., an Indiana corporation, which is now d/b/a "Como Products." On
this date a new independent partner joined New GLI, and purchased all
but 36.75% of the Company's interest.
2. LOR, Inc. and LDM Sales Associates, Inc. merged into LDM Industries
Inc., filed on July 26, 1994, effective July 31, 1994.
3. Arrow, N.A., Inc. merged into LDM Industries Inc., filed on September
20, 1996, effective September 28, 1996.
4. LDM Industries Inc. has transacted business under the assumed name LDM
Technologies, Inc. since May 23, 1994.
5. LDM Industries, Inc. has transacted business under the assumed name
Arrow N.A., Inc. since October 17, 1996.
6. LDM Industries, Inc. amended its Articles of Incorporation so as to
change the name of the corporation to LDM Technologies, Inc. on
November 13, 1996. LDM Technologies, Inc. transacts business under the
assumed name LDM Industries, Inc. as of the same day.
7. LDM Technologies Company, a Nova Scotia unlimited liability company, is
an amalgamation of Arrow Moulded Plastics of Canada Limited and 3001422
Nova Scotia Company. Arrow Molded Plastics of Canada Inc. changed its
name to Arrow Moulded Plastics of Canada Ltd. on November 18, 1993.
Arrow Moulded Plastics of Canada Ltd. changed its name to Arrow Moulded
Plastics of Canada Limited on September 19, 1996. Arrow Moulded
Plastics of Canada Limited previously conducted business as Arrow
Moulded Plastics of Canada, Inc. Arrow Molded Plastics, Inc. acquired
the assets of Aeroquip Corporation on December 10, 1993. Arrow Moulded
Plastics of Canada Limited purchased the assets of Windsor Plastic
Products Limited on December 23, 1994, as well as the assets of Xxxxx
Plastics Limited Partnership and Xxxxx Plastics, Inc. on November 15,
1993.
8. LDM Technologies, Inc. purchased 100% of the shares of Kenco Plastics,
Inc., a Michigan corporation, and of Kenco Plastics, Inc., a Kentucky
corporation, on October 1,1997. These corporations were merged into LDM
Technologies, Inc. effective January 7, 1998.
9. LDM Technologies, Inc., purchased 100% of the shares of Huron Plastics
Group, Inc., ("HPG)", a Michigan corporation, and substantially all of
the assets of Tadim, Inc., a
Michigan corporation, on February 6, 1998. At the time of such
acquisition, HPG owned 100% of the outstanding stock of the following
Michigan corporations: Lakeport Plastics, Inc., HPG Body Systems, Inc.,
and HPG Chassis Systems, Inc. These corporations were merged into LDM
Technologies, Inc. effective February 6, 1998.
10. The assets of Kenco Plastics, Inc. were sold into a joint venture (DBM
Technologies, LLC) which is 49% owned by LDM. The effective date of the
sale was December 31, 1998.
SCHEDULE 8.5
SUBSIDIARIES AND AFFILIATES
JURISDICTION OF
OWNED BY AND INCORPORATION/
NAME PERCENTAGE OWNED ORGANIZATION.
---- ---------------- ---------------
Subsidiaries
LDM Technologies, S. de LDM Holding Mexico, Inc. Mexican limited liability
X.X. (1%) and LDM Technologies, company
Inc. (99%)
LDM Holding Canada, Inc. LDM Technologies, Inc. Michigan corporation
(100%)
LDM Technologies Company LDM Holding Canada, Inc. Nova Scotia unlimited
(100%) liability company
LDM Technologies GmbH LDM Technologies, Inc. Germany limited
(100%) liability company
LDM Holding Mexico, Inc. LDM Technologies, Inc. Michigan corporation
(100%)
Affiliates
New GLI, Inc., LDM Technologies, Inc. Indiana corporation
d/b/a Como Products (36.75%)
DBM Technologies, LLC LDM Technologies, Inc. Michigan limited liability
(49%) company
SCHEDULE 8.9
DEBT
Variable Rate Demand Limited Obligation Revenue Bond Series 1994 for
the benefit of Molmec, Inc. issued by Michigan Strategic Fund in original
principal amount of $5,000,000 and maturing on December 1, 2014, with interest
payable semi-annually. These obligations are being assumed by the Borrower
pursuant to the Acquisition Agreements and the obligations are supported by an
irrevocable letter of credit issued to Society Bank, as trustee.
Multi-Option Adjustable Rate Notes due April 11, 2015 (the "Arrow
Bonds") in original principal amount of $9,000,000, with interest payable
monthly, sold by Arrow N.A., Inc., then a wholly-owned subsidiary of the
Borrower which subsequently merged into the Borrower. The Arrow Bonds are backed
by an irrevocable letter of credit.
Senior Subordinated Bonds due 2007 in original principal amount of
$110,000,000.00 with interest payable semi-annually (January and July) at an
annual rate of 10.75%.
SCHEDULE 8.12
REAL PROPERTY AND LEASES
Owned
I.A. LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
000 Xxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxx 00000
000 Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 000000
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
000 Xxx Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
0000 Xxx X.X. 00
Xxxxxxxx, Xxxxxxxx 00000
00000 Xxxxx Xxxx Xxxx
Xxx Xxxxxx, Xxxxxxxx 00000
II.A. LDM Technologies Comuanv
0 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Leased
I.B. LDM Technologies, Inc.
000 Xxxxxxxxxxxx
Xxxxxxxx, Xxxx 00000
0000 Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
60-l00 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
0000 Xxxx Xxxxxxxx
Xxxxxxxxx, Xxxxx 00000
0000 Xxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
II.B. LDM Technologies, Inc.
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx
000 Xxxxxx Xxxxxxxx Xxxx (Xxxxxx Xxx.)
Xxxxxxxxxx, Xxxxxxx, Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx
SCHEDULE 8.13
PROPRIETARY RIGHTS
U.S. PATENTS: ISSUED
5,428,879 .................................................July 4, 1995
5,329,889 ................................................July 19, 1994
5,298,306 ...............................................March 29, 1994
5,194,038 ...............................................March 16, 1993
5,325,981 .................................................July 5, 1994
U.S. PATENT APPLICATIONS: FILED
08/23,573 ..................................................May 5, 1994
08/186,413 ...............................................March 7, 1994
08/632,948 ..............................................April 16, 1996
FOREIGN APPLICATIONS: FILED
PCT/US93/03611...........................................April 16, 1993
LICENSE AGREEMENTS
1. License Agreement for CDW-27 DeGas bottle between Xxxxxx GmbH-SRL and
Molmec, Inc. Dated May 11, 1990.
2. License Agreement for FN-10 DeGas bottle between Xxxxxx GmbH-SRL and
Molmec, Inc. Dated February 13, 1992
3. Exclusive License Agreement between D.P.I. and Xxxxxx X. Xxxxxx as
licensors and Huron Engineering Services, Inc. (4,879,978; 5,143,351;
5,255,640), dated November 25, 1992.
4. License and Technical Assistance Agreement between Huron Plastics
Group, Inc. and Hitachi Chemical Company, Ltd., dated May 25, 1994.
5. License and Technical Assistance Agreement between Huron Plastics
Group, Inc. and Kwangsung Corporation, Ltd., dated October 5, 1994.
6. Limited License and Purchase and Sale Agreement between ThreeBond
U.S.A., Inc., and Huron Engineering Services, Inc., dated May 30, 1990.
SCHEDULE 8.14
TRADE NAMES/TRADE STYLES
None.
SCHEDULE 8.15
LITIGATION
None.
SCHEDULE 8.17
LABOR DISPUTES
None.
SCHEDULE 8.18
EXCEPTIONS FOR ENVIRONMENTAL MATTERS
The following matters:
1. All those matters described in Environmental Questionnaires previously
provided by Borrower to Lender.
A. Environmental Questionnaire - Real Estate Secured Loans regarding
property known as: Molmec Inc., Nova Division, 0000 Xxxx Xxx Xxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxxx, dated 12/23/93, including
attachments/appendices and including, but not limited to, a Phase I
Environmental Site Assessment prepared by International Technology
Corporation dated December, 1996.
B. Environmental Questionnaire - Real Estate Secured Loans regarding
property known as: Molmec, Inc., Hartland Division, 0000 Xxx X.X. 00,
Xxxxxxxx, Xxxxxxxx, dated 12/23/93, including attachments/appendices
and including, but not limited to, a Phase 1 Environmental Site
Assessment prepared by International Technology Corporation dated
December, 1996.
C. Environmental Questionnaire - Real Estate Secured Loans regarding
property known as: Molmec, Inc., Avon Division, 0000 Xxxxxxxx Xxxx,
Xxxxxxxxx Xxxxx, Xxxxxxxx, dated 12/23/96, including
attachments/appendices and including, but not limited to, a Phase 1
Environmental Site Assessment prepared by International Technology
Corporation dated December, 1996.
D. Environmental Questionnaire - Real Estate Secured Loans regarding
Molmec, Inc. Headquarters, 0000 Xxxx Xxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx, dated 12/23/96, including attachments/appendices and
including, but not limited to, a Phase 1 Environmental Site Assessment
prepared by International Technology Corporation dated December, 1996.
E. Environmental Questionnaire - Real Estate Secured Loans regarding
Molmec, Inc. Deco-Trim Division, 00000 Xxxxx Xxxx Xxxx, Xxx Xxxxxx,
Xxxxxxxx, dated 12/23/96, including attachments/appendices and
including, but not limited to, a Phase I Environmental Site Assessment
prepared by International Technology Corporation dated December, 1996,
Remedial Action Plan prepared by Xxxxxxx Environmental dated July 30,
1996, Phase II Subsurface Examination of Testing Engineers and
Consultants, Inc. dated August 30, 1992 and December 11, 1996
Michigan Department of Environmental Quality provisional acceptance of
remedial action plan letter.
F. Environmental Questionnaire - Real Estate Secured Loans regarding
Molmec, Inc., White Lake Division, 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx, dated 12/23/96,
Exceptions to Environmental Laws
Page 2
including attachments/appendices and including, but not limited to,
a Phase I Environmental Site Assessment prepared by International
Technology Corporation dated December, 1996.
G. Environmental Questionnaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx, dated
12/23/96, including attachments/appendices.
H. Environmental Questionnaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, dated
12/23/96, including attachments/appendices, including, but not
limited to, Phase I Environmental Site Assessment prepared by X.X.
Xxxxx & Associates, Inc., October 1995; correspondence from X.X. Xxxxx
& Associates, Inc., to Xx. Xxxx Xxxxxxxx, Arrow North America, Inc.,
dated November 8, 1995, regarding Phase II BSA-UST Closure Borings;
pages 1 through 10 of NPDES Permit No. 01Q00022 BD; preliminary
notification of annual discharge fee from Ohio EPA, dated July 26,
1995.
I. Environmental Questionnaire - Real Estate Secured Loans regarding
Arrow Canada, Ltd., 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx, Xxxxxx, dated
December 23, 1996, including attachments/appendices, including, but
not limited to, Environmental Site Assessment, Phase I, prepared by
Trow Consulting Engineers, Ltd., dated October, 1005.
J. Environmental Questionnaire - Real Estate Secured Loans regarding LDM
Technologies, 1250 Maplelawn, Troy, Michigan, dated 12/23/96,
including attachments/appendices.
K. Environmental Questionnaire - Real Estate Secured Loans regarding LDM
Technologies, Inc., 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx,
Xxxxxxxx, dated 12/23/96, including attachments/appendices, including,
but not limited to, Phase I Environmental Liability Assessment
prepared by O'Brien & Xxxx Engineers, Inc., February, 1994;
Environmental Abatement Risk Assessment Site No. 8, prepared bu
Techna Corporation, dated December 19, 1989.
L. Environmental Questionnaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx, dated
12/23/96, including attachments/appendices, including, but not limited
to, Phase I Environmental Site Assessment prepared by X.X. Xxxxx &
Associates, dated October, 1995; Ohio Department of Health Prior
Notification of Asbestos Hazards Abatement Project
Exceptions to Environmental Laws
Page 3
dated 3/1/96; Ohio BPA Notification of Demolition and Renovation.
M. Environmental Questionnaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, dated
12/23/96, including attachments/appendices, including, but not limited
to, Phase I and Preliminary Limited Phase II Environmental
Assessment prepared by X.X. Xxxxx & Associates, Ltd., dated March,
1993; correspondence from Viro Group to Aeroquip Corporation, dated
June 22, 1993, regarding asbestos abatement; NPDES Permit No.
TNR001328, dated 4/22/93 through 9/26/96.
2. With respect to the former Molmec facility located at 00000 Xxxxx Xxxx Xxxx,
Xxx Xxxxxx, Xxxxxxxx, those matters described in (a) baseline environmental
assessment approved by Michigan Department of Environmental Quality by letter
dated Xxxxx 00, 0000, (x) Report on Former Molmec, Inc. Facility, prepared by
Xxxxx & Xxxxxxx of Michigan, Inc., dated March 2001, (c) remedial action plan
prepared by Xxxxxxx Environmental, dated July 30, 1996 and all reports
referenced therein, and all reports prepared by Xxxxxxx Environmental with
respect to the remedial action plan.
3. With respect to the former Arrow North America facility located at 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, (a) underground storage tanks were removed in
or about 1995, and (b) a consent decree was entered into with the Ohio EPA in
1997 pursuant to which the agency's claims against the borrower with respect to
air emission matters were resolved by the entry of the decree and performance by
the borrower of its obligations thereunder.
4. With respect to the former Arrow North America facility located at 000 Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx, (a) asbestos removal and encapsulation
activities have been performed, (b) a consent decree was entered into with the
Ohio EPA in 1998 pursuant to which the agency's claims against the borrower
with respect to air emission matters were resolved by the entry of the decree
and performance by the borrower of its obligations thereunder, and (c) the
borrower has reached a favorable tentative agreement in principle with the U.S.
Environmental Protection Agency concerning past shipments of solid waste to a
nearby landfill. However, the borrower was advised, subsequent to the reaching
of the tentative resolution of the landfill related matter, that the U.S. EPA
wishes to engage in further discussions concerning the settlement proposal. The
borrower does not expect that the resolution of this matter will have a
material impact upon the borrower.
5. With respect to LDM of Canada's facility located at 0 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx, Xxxxxx, an September 5, 2000 order of the Ontario Ministry
of the Environment requires the
Exceptions to Environmental Laws
Page 4
borrower to take certain corrective and reporting actions with respect to a
complaint about the emission of odors from the borrower's painting operations.
6. With respect to the former Arrow North America facility located at 000
Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, the borrower has resolved complaints by the
State of Tennessee with respect to air regulatory matters.
7. State of Michigan wetlands permit 91-14-0235 requires Huron Plastics Group
to conduct certain mitigation activities with respect to property located in
Marysville, Michigan which is no longer owned by the borrower. Borrower does
not expect that any requirements of this permit will have a material effect
upon the borrower.
8. The borrower's premises are known or suspected to contain underground
storage tanks or surface impoundments at the following location:
Leamington, Ontario facility. The UST is used for the storage of paint
waste related materials and solvents. The tank was recently
recertified.
SCHEDULE 8.25
INTELLECTUAL PROPERTY DISPUTES
NONE.
SCHEDULE 8.28
MATERIAL AGREEMENTS
Interim Stock Redemption Agreement effective April 22, 1996 by and
among Xxxxxxx X. Xxxx, Trustee, and Xxx Xxxxxx, Trustee.
SCHEDULE 8.29
BANK ACCOUNTS
Comerica Bank - Molmec, Inc.
01840232761 Deposit
01840232829 Xxxxx Cash (White Lake)
01850591098 Xxxxx Cash (Hartland)
01840236341 Child and Health
01840236788 Xxxxx Cash
01840237737 Xxxxx Cash
01840239220 Plant Payroll
03195002179 Accounts Payable
01851133395 General Funding
Comerica Bank - LDM Technologies, Inc.
1013101710 Payroll
Huntington National Bank - LDM Technologies, Inc.
0189-9604328 Concentration
0189-1354715 Lockbox
Bank of Nova Scotia - LDM Technologies Company
3424-16 Canadian General
3566-11 U.S. General
Bank of Montreal
3144-0000000 HPG Foreign Sales, Inc.
SCHEDULE 9.19
EXISTING LIENS
See attached.
BANK OF AMERICA, N.A./LDM TECHNOLOGIES, INC.
UCC SEARCH RESULTS CHART
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM TECHNOLOGIES, INC.
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM TECHNOLOGIES, INC.
LDM Technologies, Inc. 2135585 7/9/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 2265182 6/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 2135585, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 2171693 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 2265181 6/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 2171693, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-2-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 12/31/01 X
2500 Executive Hills Drive Corporation Indiana
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx West
Building 16 / Xxxxx 000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/9/01
Northern District,
Indiana
(Fort Xxxxx
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Northern
District, Indiana
(Fort Xxxxx
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 2270776 7/27/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 2171693, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 2193595 6/2/98 Four 400-Ton Toggle Presses
0000 Xxxxxxxxx Xxxxx Xxxxx and including all additions,
Xxxxxx Xxxxx, XX 00000 attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or hereafter
acquired
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/92. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/4/88
-3-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 62338 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 64459 8/11/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 62338, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Exhibit B Legal Description
attached
-4-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Noble County, 12/29/00
Indiana
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 62338 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. X 64459 8/11/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 62338, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Exhibit B Legal Description
attached
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
-5-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Circuit Court, 3/5/01
Noble County,
Indiana
LDM Technologies, Inc. N/A Superior Court, 3/5/01
Noble County,
Indiana
LDM Technologies, Inc. X/X Xxxxxx Xxxxx, 0/0/00
Xxxxx Xxxxxx,
Xxxxxxx
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 154458 2/9/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 154458 6/23/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 154458, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-6-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx,
00xx Xxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/9/01
Western District,
Kentucky
(Owensboro
Division)
LDM Technologies, Inc. N/A US District Court - 3/14/01
Western District,
Kentucky
(Owensboro
Division)
LDM Technologies Black Equipment Co., Inc. Daviess County, 3/14/01 X
Kenco Plastics, Division 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
Xxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 154458 7/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 154458, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 154458 1/7/00 PARTIAL RELEASE of original
2500 Executive Hills Drive 154458, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/86
LDM Technologies 078818 6/22/98 One new Mitsubishi forklift
Kenco Plastics, Division with triple stage upright, side
000 Xxxxxxxxxx Xxxxx shifter, back up alarm, amber
Xxxxxxxxx, XX 00000 strobe, driver's overhead guard
-7-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Technologies, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Technologies, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A Two fixture statements listing
DBM Technologies as Debtor
erroneously filed in index
under LDM Technologies
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax liens records
from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 81718B 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-8-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx,
00xx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 04431C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 05445C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 09724C 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
-9-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20507C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 20508C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing four
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 20511C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
-10-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Secretary of State, 3/2/01 X
2500 Executive Hills Drive Trust and Savings Michigan
Xxxxxx Xxxxx, XX 00000 Association, as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20645C 1/9/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing one Xxxxx
Xxxxxx Xxxxx, XX 00000 custom designed and
fabricated fascia paint line and
sixteen "Flexpainter" paint
application robots, and
including all additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other proceeds
thereof by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 92010B 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-11-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx,
00xx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 04432C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 05444C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 09725C 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
-12-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20504C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 20505C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 20506C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing four
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
-13-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Secretary of State, 3/2/01 X
2500 Executive Hills Drive Trust and Savings Michigan
Xxxxxx Xxxxx, XX 00000 Association, as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX
LDM Technologies, Inc. Sanwa Business Credit Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 Xxx X Xxxxxx Xxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 3/2/01 X
2500 Executive Hills Blvd. Corp. Michigan
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20644C 1/9/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing one Xxxxx
Xxxxxx Xxxxx, XX 00000 custom designed and
fabricated fascia paint line and
sixteen "Flexpainter" paint
application robots, and
including all additions,
attachments, accessories and
accessions thereto, and any and
all substitutions, replacements
or exchanges therefor, and all
insurance and/or other proceeds
thereof by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. D379983 5/28/98 Two new Mitsubishi forklifts,
0000 Xxxxxxxxx Xxxxx Xxxxx including but not limited to, all
Xxxxxx Xxxxx, XX 00000 replacements, parts, repairs
attachments and accessories
incorporated therein or affixed
thereto now owned or
hereafter acquired
LDM Technologies, Inc. D380852 6/1/98 One new deionization system
0000 Xxxxxxxxx Xxxxx Xxxx. w/tank and pump assemblies,
Xxxxxx Xxxxx, XX 00000 pretreatment assemblies and
quality enhancement
equipment including all
attachments, accessories,
appurtenances, accessions &
substitutions
-14-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 3/2/01 X
2500 Executive Hills Blvd. Corp. Michigan
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx West
Building 16 / Xxxxx 000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Sanwa Business Credit Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 Xxx X Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D414487 8/27/98 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxx. D380852 changing collateral
Xxxxxx Xxxxx, XX 00000 description to
One new deionization system
w/tank and pump assemblies,
pretreatment assemblies and
quality enhancement
equipment as more
particularly described on
Schedule A attached hereto
and made a part hereof
LDM Technologies, Inc. 94805B 6/3/98 Four 400-Ton Toggle Presses
0000 Xxxxxxxxx Xxxxx Xxxxx and including all additions,
Xxxxxx Xxxxx, XX 00000 attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds
thereof by and between
Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
acquired
LDM Technologies, Inc. D420399 9/14/98 Two new Mitsubishi forklifts,
0000 Xxxxxxxxx Xxxxx Xxxxx including but not limited to, all
Xxxxxx Xxxxx, XX 00000 replacements, parts, repairs
attachments and accessories
incorporated therein or affixed
thereto now owned or
hereafter acquired
-15-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx West
Building 16 / Xxxxx 000
Xxxx Xxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000 Weston, MA 02 193
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 00259C 1/8/99 One two-cylinder PQM
0000 Xxxxxxxxx Xxxxx Xxxxx conversion unit and two
Xxxxxx Xxxxx, XX 00000 power front gates, and
including all additions,
attachments, accessories
and accessions thereto,
and any and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or hereafter
acquired
LESSEE: D473996 2/2/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment leased under
0000 Xxxxxxxxx Xxxxx Xxxxx Master Equipment Lease
Xxxxxx Xxxxx, XX 00000 Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor and
LDM Technologies, Inc., as
Lessee including but not
limited to all upgrades, add-
ons, replacements, additions
and substitutions thereto and
all proceeds (including
insurance proceeds) of and
from said Master Equipment
Lease
-16-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
L.D.M. Technologies, Inc. NMHG Financial Services, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 068 10
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D516005 2/2/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98 between
Primex Leasing Corporation,
as Lessor, and LDM Technologies,
Inc., as Lessee including, but not
limited to, the equipment listed on
Equipment Lease Schedule A
826-02, dated 4/1/99,
including all accessions,
additions, replacements,
substitutions and
improvements thereto and
therefor, and all proceeds
(including insurance proceeds)
of and from said Master
Equipment Lease Agreement
L.D.M. Technologies, Inc. D518812 5/17/99 Eight new Yale forklifts and
0000 Xxxxxxxxx Xxxxx Xxxxx all accessions, additions,
Xxxxxx Xxxxx, XX 00000 replacements and substitutions
thereto and therefor and all
proceeds, including insurance
proceeds, thereof
-17-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 216
Xxxxxxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Primex Leasing Corporation Secretary of State, 3/2/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D526819 6/4/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-03, dated 4/23/99,
including all accessions,
additions, replacements,
substitutions and
improvements thereto and
therefor, and all proceeds
(including insurance proceeds)
of and from said Master
Equipment Lease Agreement
LDM Technologies, Inc. 05563C 7/28/99 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine, and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other proceeds
thereof by and between
Lessee/Debtor and Lessor/Secured
Party whether now owned or
hereafter acquired
LDM Technologies, Inc. D552641 8/10/99 Four Hewlett Packard workstations
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
-18-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D565657 9/14/99 Computer equipment re Lease
0000 Xxxxxxxxx Xxxxx Xxxxx Xx. 00000
Xxxxxx Xxxxx, XX 00000
LESSEE: D580713 10/26/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between Primex
Leasing Corporation, as Lessor,
and LDM Technologies, Inc.,
as Lessee including, but not
limited to, the equipment
listed on Equipment Lease
Schedule A 826-05, dated 8/10/99,
including all accessions, additions,
replacements, substitutions and
improvements thereto and therefor,
and all proceeds (including
insurance proceeds) of and from
said Master Equipment Lease Agreement
-19-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
LDM Technologies, Inc. Citicorp Del Lease, Inc. Secretary of State, 3/2/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
LDM Technologies, Inc. CLG, Inc. Secretary of State, 3/2/01 X
2500 Executive Hills 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D582318 11/1/99 Computer equipment on attached
0000 Xxxxxxxxx Xxxxx Xxxxx Schedule A re Lease Xx. 00000
Xxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. D582817 11/2/99 One new Mitsubishi forklift
0000 Xxxxxxxxx Xxxxx Xxxxx with sideshift and battery
Xxxxxx Xxxxx, XX 00000 charger
LDM Technologies, Inc. D583748 11/3/99 Computer equipment re Lease
0000 Xxxxxxxxx Xxxxx Xxxxx Xx. 00000
Xxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. D587037 11/12/99 Production equipment re
2500 Executive Hills Lease Agreement dated
Xxxxxx Xxxxx, XX 00000 December 15, 1998,
Supplement No. 1 between
LDM Technologioes, Inc. as
Lessee and CLG, Inc. as
Lessor
-20-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D590382 11/23/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-06, dated 10/11/99,
including all accessions,
additions, replacements,
substitutions and improvements
thereto and therefor, and all
proceeds (including insurance
proceeds) of and from said
Master Equipment Lease
Agreement
-21-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D606293 1/7/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-07, dated 10/11/99,
including all accessions,
additions, replacements,
substitutions and
improvements thereto and
therefor, and all proceeds
(including insurance proceeds)
of and from said Master
Equipment Lease Agreement
LDM Technologies, Inc. D610041 1/20/00 Computer equipment re Lease
0000 Xxxxxxxxx Xxxxx Xxxxx Xx. 00000
Xxxxxx Xxxxx, XX 00000
-22-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 216
Xxxxxxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D651555 5/8/00 BLANKET EQUIPMENT - All of
LDM Technologies, Inc. the equipment on Schedule A
0000 Xxxxxxxxx Xxxxx Xxxxx Number 826-08 to the Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10-20-98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
LESSEE: D663889 6/12/00 BLANKET EQUIPMENT - All of
LDM Technologies, Inc. the Hardware Equipment
0000 Xxxxxxxxx Xxxxx Xxxxx described on Schedule A
Xxxxxx Xxxxx, XX 00000 Number 826-09 to the Master
Equipment Lease Number 826
dated 10/20/98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
LDM Technologies, Inc. D669697 6/28/00 One Powerboss sweeper
2500 Executive Hills Drive scrubber
Xxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. D695766 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 20906C 1/16/01 RELEASE of original D695766,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine with all
attachments and accessories
LDM Technologies, Inc. D695767 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D695768 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
-23-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company - Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20905C 1/16/01 RELEASE of original D695768,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine with all
attachments and accessories
LDM Technologies, Inc. D695769 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 20510C 1/8/01 RELEASE of original D695769,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine
LDM Technologies, Inc. D695770 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 20509C 1/8/01 RELEASE of original D695770,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine
LDM Technologies, Inc. D695771 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D695772 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D695773 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D704965 10/18/00 One Nilfisk advance model
0000 Xxxxxxxxx Xxxxx Xxxxx 2052LP rider
Xxxxxx Xxxxx, XX 00000
-24-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D707599 10/24/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Schedule A Number 826-12 to
Xxxxxx Xxxxx, XX 00000 the Master Equipment Lease
Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor, and
LDM Technologies, Inc., as
Lessee
LESSEE: D707600 10/24/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Schedule A Number 826-11 to
Xxxxxx Xxxxx, XX 00000 the Master Equipment Lease
Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor, and
LDM Technologies, Inc., as
Lessee
LESSEE: D707601 10/24/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Schedule A Number 826-10 to
Xxxxxx Xxxxx, XX 00000 the Master Equipment Lease
Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor, and
LDM Technologies, Inc., as
Lessee
LESSEE: D711069 11/3/00 BLANKET EQUIPMENT -
LDM Technologies, Inc. Equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Equipment Lease Schedule A
Xxxxxx Xxxxx, XX 00000 Number 826-14 to the Master
Equipment Lease Number 826
dated 10-20-98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
-25-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20462C 1/5/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements
or exchanges therefor, and
all insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
LDM Technologies, Inc. 20463C 1/5/01 Two injection molding
0000 Xxxxxxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements
or exchanges therefor, and
all insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
LDM Technologies, Inc. 20514C 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements
or exchanges therefor, and
all insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
-26-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Transamerica Equipment Secretary of State, 3/2/01 X
2500 Executive Hills Drive Financial Services Michigan
Xxxxxx Xxxxx, XX 00000 Corporation
0000 Xxxxxxxx Xxxxx
Xxxxx 0000 Xxxx
Xxxxxxx, XX 00000
LDM Technologies Associates Leasing, Inc. Secretary of State, 3/2/01 X
Incorporated 0000 Xxxxxxxxxx Xxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxx Xxxxxx, XX 00000
Xxxxxx Xxxxx, XX 00000
LDM Technologies - Ikon Office Solutions Secretary of State, 3/2/01 X
Hartland Div. 0000 00xx Xxxxxx X.X. Xxxxxxxx
0000 Xxx XX 00 Xxxxx Xxxxxx, XX 00000
Xxxxxxxx, XX 00000
LDM Technologies Crown Credit Company Secretary of State, 3/2/01 X
Inc./Deco Trim Division 00 X Xxxxxxxxxx Xxxxxx Xxxxxxxx
00000 X. Xxxx Xx. Xxx Xxxxxx, XX 00000
Xxx Xxxxxx, XX 00000
LDM Technologies Crown Credit Company Secretary of State, 3/2/01 X
2500 Executive Hills Dr. 00 X Xxxxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxx Xxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20518C 1/8/01 One Xxxxx custom designed
0000 Xxxxxxxxx Xxxxx Xxxxx and fabricated fascia paint line
Xxxxxx Xxxxx, XX 00000 and sixteen "Flexpainter" paint
application robots, and
including all additions,
attachments, accessories and
accessions thereto, and any and
all substitutions, replacements
or exchanges therefor, and all
insurance and/or other proceeds
thereof by and between Lessee
and Lessor whether now owned or
hereafter acquired
LDM Technologies D731503 1/9/01 One Linde forklift together
Incorporated with all present and future
0000 Xxxxxxxxx Xxxxx attachments, accessories,
Xxxxxx Xxxxx, XX 00000 replacement parts, additions,
and all cash and non-cash
proceeds thereof
LDM Technologies - D482034 2/23/99 Jetfax M910
Hartland Div.
0000 Xxx XX 00
Xxxxxxxx, XX 00000
LDM Technologies D266379 8/7/97 Two Crown models with exide
Inc./Deco Trim Division batteries and exide chargers
00000 X. Xxxx Xx.
Xxx Xxxxxx, XX 00000
LDM Technologies D277845 9/9/97 Reconditioned Crown with
2500 Executive Hills Dr. used battery and used charger
Xxxxxx Xxxxx, XX 00000
-27-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. LMA Capital Group, LLC Secretary of State, 3/2/01 X
1250 Maplelawn 0000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx
Xxxx, XX 00000 1203
Xxxxxxxxxx, XX 00000
LDM Technologies Ikon Office Solutions Secretary of State, 3/2/01 X
705 E. Van Ripper 0000 00xx Xxxxxx XX Xxxxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxx Xxxxxx, XX 00000
LDM Technologies Inc. Crown Credit Company Secretary of State, 3/2/01 X
2776 Commerce 00 X Xxxxxxxxxx Xx Xxxxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxx Xxxxxx, XX 00000
LDM Technologies Inc. Crown Credit Company Secretary of State, 3/2/01 X
2776 Commerce 00 X Xxxxxxxxxx Xx Xxxxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxx Xxxxxx, XX 00000
LDM Technologies Lease Corporation of Secretary of State, 3/2/01 X
000 X. Xxxxxxxxxx Xx. Xxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000 000 X. Xxx Xxxxxx Xx.
Xxx 000
Xxxx, XX 00000
L D M Technologies Pitney Xxxxx Credit Secretary of State, 3/2/01 X
000 X Xxxxxxxxxx Xx Xxxxxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000 00 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D224437 4/23/97 One Lantech Q-300 Stretch
1250 Maplelawn Wrapper re Lease No.
Xxxx, XX 00000 Z04972550
LDM Technologies D396145 7/9/98 Sharp office equipment
000 X. Xxx Xxxxxx
Xxxxxxxxxxx, XX 00000
LDM Technologies Inc. D408878 8/11/98 Two Crown models and two
2776 Commerce battery models
Xxxxxxxxx Xxxxx, XX 00000
LDM Technologies Inc. D483524 2/25/99 Two Crown models and four
2776 Commerce battery models
Xxxxxxxxx Xxxxx, XX 00000
LDM Technologies D471337 1/26/99 One Canon NP-6035
000 X. Xxxxxxxxxx Xx.
Xxxxxxx, XX 00000
X X X Xxxxxxxxxxxx X000000 2/24/99 Blanket equipment - All
000 X Xxxxxxxxxx Xx equipment of whatever nature
Xxxxxxx, XX 00000 manufactured, sold or
distributed by Pitney Xxxxx
Credit Inc., Monarch
Marketing Systems Inc.,
Pitney Xxxxx Credit Corp.,
Dictaphone Corp., and subject
to lease dated 10/22/98
between Debtor and Secured
Party and all proceeds,
additions thereto and
replacements thereof
-28-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies - Spartan Oil Corp. Secretary of State, 3/2/01 X
Molmec Novi Div. 000 Xxxxxx Xxxxxx Xxxxxxxx
000 X. Xxx Xxxxx Xxxx Xxxxxxx, XX 00000
Xxxxxxxxxxx, XX 00000
LDM Technologies Inc. Crown Credit Company Secretary of State, 3/2/01 X
00000 Xxxxx Xxxx Xxxx 00 X. Xxxxxxxxxx Xxxxxx Xxxxxxxx
Xxx Xxxxxx, XX 00000 Xxx Xxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Flint Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Flint Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Detroit Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies - D587897 11/16/99 One Balcrank hand operated
Molmec Novi Div. gear oil pump and one
000 X. Xxx Xxxxx Xxxx Balcrank 120# keg dolly
Xxxxxxxxxxx, XX 00000
LDM Technologies Inc. D701730 10/6/00 One Crown lift truck with
00000 Xxxxx Xxxx Xxxx exidde battery and exide
Xxx Xxxxxx, XX 00000 charger
LDM Technologies, Inc. X 99-CV-60801 11/3/99 XXXXXXX XXXXXX V. LDM
TECHNOLOGIES, INCORPORATED
AND AIG LIFE INSURANCE
COMPANY. Labor employment
matter. Order with stipulation
dismissing the case with
prejudice on 12/21/00
LDM Technologies, Inc. X 98-CV-70824 2/24/98 LDM TECHNOLOGIES,
INCORPORATED V. XXXX XXXXXX,
Counter-Claim OF XXXX XXXXXX
V. LDM TECHNOLOGIES,
INCORPORATED. Contract
matter. Order with stipulation
dismissing the case with
prejudice and without costs on
11/15/99
LDM Technologies, Inc. X 99-CV-60801 11/3/99 XXXXXXX XXXXXX V. LDM
TECHNOLOGIES, INCORPORATED
AND AIG LIFE INSURANCE
COMPANY. Labor employment
matter. Order with stipulation
dismissing the case with
prejudice on 12/21/00
-29-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Detroit Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Xxx Arbor
Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Xxx Arbor
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Flint Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Detroit Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 98-CV-70824 2/24/98 LDM TECHNOLOGIES,
INCORPORATED V. XXXX XXXXXX,
Counter-Claim OF XXXX XXXXXX
V. LDM TECHNOLOGIES,
INCORPORATED. Contract
matter. Order with stipulation
dismissing the case with
prejudice and without costs on
11/5/99
LDM Technologies, Inc. X 99-CV-60801 11/3/99 XXXXXXX XXXXXX V. LDM
TECHNOLOGIES, INCORPORATED
AND AIG LIFE INSURANCE
COMPANY. Labor employment
matter. Order with stipulation
dismissing the case with
prejudice on 12/21/00
LDM Technologies, Inc. X 98-CV-70824 2/24/98 LDM TECHNOLOGIES,
INCORPORATED V. XXXX XXXXXX,
Counter-Claim of XXXX XXXXXX
V. LDM TECHNOLOGIES,
INCORPORATED. Contract
matter. Order with stipulation
dismissing the case with
prejudice and without costs on
11/5/99
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/90
LDM Technologies, Inc. X 97-04336 4/30/97 XXXX X. XXXX V. LDM
TECHNOLOGIES, INC. AND
ARROW, N.A., INC. Default
judgment granted against
LDM Technologies, Inc. and
Arrow, N.A., Inc. on 8/5/97
-30-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 3/14/01 X
Michigan
LDM Technologies, Inc. BankAmerica Business Xxxxxxxxxx County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for Michigan
Xxxxxx Xxxxx, XX 00000 itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxxxxxxx County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for Michigan
Xxxxxx Xxxxx, XX 00000 itself and as
Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X Liber 2294 2/12/98 BLANKET (FIXTURE) - All of the
0000 Xxxxxxxxx Xxxxx Xxxxx Page 0064 Debtor's right, title and interest
Xxxxxx Xxxxx, XX 00000 in the personal property, whether
now owned or existing or hereafter
acquired or arising and regardless
of where located described below,
including, without limitation, all
accounts, chattel paper,
contracts, deposit accounts,
documents, equipment, fixtures,
general intangibles, goods,
instruments, inventory, machinery,
motor vehicles, money, cash or
cash equivalent, and proceeds and
products of all or any of the
foregoing, as more fully described
below.
Exhibit B Legal Description
attached
LDM Technologies, Inc. X Liber 2613 7/6/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 0985 2294 Page 0064, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America Trust and Savings
Association for itself and as
Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-31-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxxxxxxx County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for Michigan
Xxxxxx Xxxxx, XX 00000 itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 3/14/01
Michigan
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/15/01 X
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X Liber 2628 7/29/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 0151 2294 Page 0064, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America Trust and
Savings Association for
itself and as Agent 000
Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000 Xxxxxxx, XX
00000
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending
Suits/Judgments on file
from 10 years past.
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records.
-32-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and Michigan
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and Michigan
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X Liber 18271 3/30/98 BLANKET (FIXTURE) - All of the
0000 Xxxxxxxxx Xxxxx Xxxxx Page 385 Debtor's right, title and interest
Xxxxxx Xxxxx, XX 00000 in the personal property, whether
now owned or existing or hereafter
acquired or arising and regardless
of where located described below,
including, without limitation, all
accounts, chattel paper, contracts,
deposit accounts, documents,
equipment, fixtures, general
intangibles, goods, instruments,
inventory, machinery, motor
vehicles, money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully described
below.
Exhibit B Legal Description
attached
LDM Technologies, Inc. X Liber 20177 6/24/99 AMENDMENT to Liber 18271
0000 Xxxxxxxxx Xxxxx Xxxxx Page 003 Page 385, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National Trust and
Savings Association for itself and
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-33-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and Michigan
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and Michigan
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Oakland County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X Liber 20393 8/11/99 AMENDMENT to original to
0000 Xxxxxxxxx Xxxxx Xxxxx Page 329 Liber 18271 Page 385,
Xxxxxx Xxxxx, XX 00000 changing Secured Party to
Bank of America National
Trust and Savings Association,
for itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000 Xxxxxxx, XX 00000
LDM Industries, Inc. X Liber 22224 1/18/01 RELEASE of original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 859 18271 Page 385, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. X Liber 22224 1/18/01 RELEASE of original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 865 18271 Page 385, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines and
including all additions,
attachments, accessories and
accessions thereto, and any and
all substitutions, replacements or
exchanges therefor, and all
insurance and/or other proceeds
thereof by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
tiled in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X 1997 002094 CK 12/8/97 LDM TECHNOLOGIES INC X. XXXX &
XXXXXX KUNSTSTOFF
LDM Technologies, Inc. X 1997 551562 CZ 9/15/97 LDM TECHNOLOGIES INC V. XXXX,
XXXXXX. Dismissal granted on
5/17/00
-34-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
LDM Technologies, Inc. NIA Oakland County, 3/16101
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/16101
Michigan
LDM Technologies, Inc. BankAmerica Business Saint Clair County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Saint Clair County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 1999 017992 CK 10/4/99 XXXXXXX XXXXXX V. LDM
TECHNOLOGIES INC
LDM Technologies, Inc. X 2000 026597 CK 10/9/00 XXXXXX X. XXXXXXXX V. LDM
TECHNOLOGIES INC
LDM Technologies, Inc. X 2000 027833 CK 12/4/00 MONETREX INC V. LDM
TECHNOLOGIES INC
LDM Technologies, Inc. Liber 1699 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx Page 547 right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property,
whether now owned or
existing or hereafter
acquired or arising and
regardless of where
located described below,
including, without
limitation, all
accounts, chattel paper,
contracts, deposit
accounts, documents,
equipment, fixtures,
general intangibles,
goods, instruments,
inventory, machinery,
motor vehicles, money,
cash or cash equivalent,
and proceeds and
products of all or any
of the foregoing, as
more fully described
below
Exhibit B Legal Description
attached
LDM Technologies, Inc. Liber 1913 6/23/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 436 1699 Page 547, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-35-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Saint Clair County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Saint Clair County, 3/13/01
Michigan
LDM Technologies, Inc. N/A Saint Clair County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Saint Clair County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Sanilac County, 3/21/01 X
Michigan
LDM Technologies, Inc. N/A Sanilac County, 3/21/01
Michigan
LDM Technologies, Inc. N/A Sanilac County, 3/21/01
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. Liber 1940 9/1/99 AMENDMENT to original Liber 1699
2500 Executive Hills Drive Page 849 Page 547, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National Trust and
Savings Association as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgements
on file from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgements
on file from 10 years past
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
-36-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Sanilac County, 3/20/01
Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01 X
County, Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Industries Inc The Huntington National Secretary of State, 1/5/01 X
d/b/a LDM Technologies, Bank Ohio
Inc. 00 Xxxxx Xxxx Xxxxxx
d/b/a Arrow NA, Inc Xxxxxxxx, XX 00000
d/b/a Arrow Molded Plastics,
Inc
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past.
XXXXXX X. XXXXXXXX V. LDM
TECHNOLOGIES Inc, formerly
proceeding in Sanilac County as
Case # 00-27329-CK, changed venue
by Order dated to 9/21/00,
becoming Case #2000 026597 CK in
Oakland County, MI
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
tile
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Industries Inc AN07082 9/30/96 BLANKET - All of Debtor's
d/b/a LDM Technologies, inventory.
Inc.
d/b/a Arrow NA, Inc
d/b/a Arrow Molded Plastics,
Inc
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
-37-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 23 0 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 23 0 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. AN34626 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether now
FEIN: 00-0000000 owned or existing or hereafter
acquired or arising and regardless
of where located described below,
including, without limitation, all
accounts, chattel paper,
contracts, deposit accounts,
documents, equipment, fixtures,
general intangibles, goods,
instruments, inventory, machinery,
motor vehicles, money, cash or
cash equivalent, and proceeds and
products of all or any of the
foregoing, as more fully described
below
LDM Technologies, Inc. 07169704202 7/15/97 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, releasing one injection
Xxxxxx Xxxxx, XX 00000 molding machine together with all
FEIN: 00-0000000 component parts
LDM Technologies, Inc. 07239725804 7/23/97 AMENDMENT to original AN34626,
0000 Xxxxxxxxx Xxxxx Xxxxx deleting original Exhibit A in its
Xxxxxx Xxxxx, XX 00000 entirety and replacing it with
FEIN: 00-0000000 attached Exhibit A
-38-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State,
2500 Executive Hills Drive Credit, Inc., as Agent Ohio 1/5/01 X
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 19991740443 6/22/99 AMENDMENT to original AN34626,
0000 Xxxxxxxxx Xxxxx Xxxxx changing Secured Party to
Xxxxxx Xxxxx, XX 00000
Bank of America National Trust and
Savings Association as Agent
hereafter acquired
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 19992070245 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, changing Secured Party to
Xxxxxx Xxxxx, XX 00000
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 20010380170 1/8/01 RELEASE of original AN34626
0000 Xxxxxxxxx Xxxxx Xxxxx releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machine with all
attachments and accessories
LDM Industries, Inc. 20010610494 2/14/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-39-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies LMA Capital Group, LLC Secretary of State, 1/5/01 X
000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xx., Xxxxx 0000 Xxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Technologies LMA Capital Group, LLC Secretary of State, 1/5/01 X
000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xx., Xxxxx 0000 Xxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 1/5/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 1/5/01 X
500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies Diversified Material Secretary of State, 1/5/01 X
800 Independence Handling, Inc. Xxxx
Xxxxxxxx, XX 00000 83 00 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies AN59385 4/25/97 One Lantech Stretch Wrapper
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
LDM Technologies 08069701807 8/5/97 ASSIGNMENT of original
000 Xxxxx Xxxxxxx Xxxxxx AN59385, assigning to
Xxxxxxxxxxx, XX 00000
The CIT Group/Equipment Financing,
Inc. 000 Xxxxxxx Xxxxxxx Xxxxxxx,
XX 00000
LDM Technologies, Inc. AP0140658 6/1/98 One new deionization system
0000 Xxxxxxxxx Xxxxx Xxxx. w/tank and pump assemblies,
Xxxxxx Xxxxx, XX 00000 pretreatment assemblies and
quality enhancement equipment
including all attachments,
accessories, appurtenances,
accessions & substitutions
LDM Technologies, Inc. 19982460129 8/28/98 AMENDMENT to original
000 Xxxxxxxxx Xxxxx Xxxx. AP0057190, changing collateral to
Xxxxxx Xxxxx, XX 00000
One new deionization system w/tank
and pump assemblies, pretreatment
assemblies and quality enhancement
equipment more particularly
described on Schedule A attached
hereto and made a part hereof
LDM Technologies AP0140658 4/12/99 Toyota forklift truck, assigned to
000 Xxxxxxxxxxxx
Xxxxxxxx, XX 00000 Toyota Motor Credit
Corporation
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
-40-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 1/5/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Secretary of State, 1/5/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Secretary of State, 1/5/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
LDM Technologies, Inc Advance Acceptance Secretary of State, l/5/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 1/5/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. AP0163818 7/26/99 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
acquired
LDM Technologies, Inc. AP0222271 2/24/00 Seven new Toyota Forklift
000 X 0xx Xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
LDM Technologies, Inc. AP0229144 3/30/00 Two new Toyota Forklift
000 X 0xx Xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
LDM Technologies, Inc AP0251266 6/26/00 One Powerboss sweeper
000 Xxxxx Xxxxxx Xxxxxx xxxxxxxx
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. AP280575 9/19/00 One Plastics Injection
2500 Executive Hills Drive Molding Machine and
Xxxxxx Xxxxx, XX 00000 Auxiliary Equipment
-41-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. Milacron Marketing Secretary of State, 1/5/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 1/5/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 1/5/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Secretary of State, 1/5/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Air Technologies, a division Secretary of State, 1/5/01 X
000 X. 0xx Xxxxxx of Ohio Transmission Ohio
Xxxxxxxxx, XX 00000 Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 20010610492 2/14/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx AP280575, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. AP280576 9/19/00 One Plastics Injection
2500 Executive Hills Drive Molding Machine and
Xxxxxx Xxxxx, XX 00000 Auxiliary Equipment
LDM Technologies, Inc. AP280577 9/19/00 One Plastics Injection
2500 Executive Hills Drive Molding Machine and
Xxxxxx Xxxxx, XX 00000 Auxiliary Equipment
LDM Technologies, Inc. AP293701 10/16/00 One Nilfisk advance model
000 Xxxxx Xxxxxx Xxxxxx 0000XX rider
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. AP293500 11/17/00 One Atlas Copco Compressor,
000 X. 0xx Xxxxxx one Van air activated carbon
Xxxxxxxxx, XX 00000 vapor absorbing filter with
PD2 differential indicator kit,
and one Arrow heatless
regenerative compressed air
dryer
-42-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 1/5/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 1/5/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
L D M Technologies Inc. Diversified Material Secretary of State, 1/5/01 X
800 Industrial Drive Handling, Inc. Xxxx
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 X
800 Independence Handling, Inc. Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. AP308694 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. AP308699 1/8/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies Inc. AP0106539 12/9/98 Toyota forklift truck, assigned
000 Xxxxxxxxxx Xxxxx xx
Xxxxxxxx, XX 00000
Toyota motor credit corp.
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
LDM Technologies, Inc. AP0111581 12/29/98 Two Toyotas with sideshifter,
800 Independence forks, backup alarm, rear
Xxxxxxxx, XX 00000 combination lights, mirrors,
strobe, assigned to
Toyota Motor Credit Corp.
XX Xxx 0000
Xxxxxxxx, XX 00000
-43-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 X
800 Industrial Drive Handling, Inc. Xxxx
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
L D M Technologies Inc Copelco Capital, Inc. Secretary of State, 1/5/01 X
110 N. 8th XX Xxx 000 Xxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
L D M Technologies Inc Copelco Capital, Inc. Secretary of State, 1/5/01 X
110 N. 8th XX Xxx 000 Xxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
L D M Technologies, Inc. Toyota Motor Credit Corp Secretary of State, 1/5/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L D M Technologies, Inc. AP0111582 12/29/98 Two Toyotas with mast, forks, sideshifter,
000 Xxxxxxxxxx Xxxxx backup alarm, rear combination lights,
Xxxxxxxx, XX 00000 mirrors, strobe, assigned to
Toyota Motor Credit Corp.
XX Xxx 0000
Xxxxxxxx, XX 00000
L D M Technologies Inc AP0205035 1/3/00 BLANKET EQUIPMENT - All Equipment now or
110 N. 8th hereafter leased by Lessor to Lessee, and all
Xxxxxxxxx, XX 00000 accessions, additions, replacements and
substitutions thereto and therefor and all
proceeds (including insurance proceeds)
thereof, as more specifically identified in
the lease documentation on file at the
offices of the Lessor
L D M Technologies Inc AP0226896 3/29/00 BLANKET EQUIPMENT - All Equipment now or
110 N. 8th hereafter leased by Lessor to Lessee, and all
Xxxxxxxxx, XX 00000 accessions, additions, replacements and
substitutions thereto and therefor and all
proceeds (including insurance proceeds)
thereof, as more specifically identified in
the lease documentation on file at the
offices of the Lessor
L D M Technologies, Inc. AP0244010 5/26/00 One new Toyota Forklift
000 X 0xx Xx Xxxxx
Xxxxxxxxx, XX 00000
-44-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 X
800 Independence Dr. Handling Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 X
800 Independence Handling, Inc. Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Southern District,
Ohio
(Columbus
Division)
LDM Technologies, Inc. N/A US District Court - 3/9/01 X
Northern District,
Ohio
(Toledo Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Ohio
(Columbus
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L D M Technologies, Inc. AP288314 9/25/00 One new Toyota with mast, sideshifter,
000 Xxxxxxxxxxxx Xx. back-up alarm, rear combination lights, dual
Xxxxxxxx, XX 00000 fuel, non-marking solid tires, side view
mirrors and yellow strobe, assigned to
Toyota Motor Credit Corp.
0000 X. 000xx Xx. Xxxxx 000
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
L D M Technologies, Inc. AP288352 9/25/00 Two new Toyota forklifts with sideshifters,
800 Independence back-up alarms, rear combination lights, dual
Xxxxxxxx, XX 00000 fuel, non-marking solid pneumatic tires, side
view mirrors and yellow strobe, assigned to
Toyota Motor Credit
Corporation
0000 X. 000xx Xx.
Xxxxxxxx, XX 00000
LDM Technologies, Inc. N/A N/A No Pending Suits/Judgments on file from
1/4/88. This search includes any Federal Tax
Liens indexed in this court
LDM Technologies, Inc. 99-CV-7471 8/5/99 XXXXXX XXXXXXX V. LDM TECHNOLOGIES INC. Labor
matter. Order dismissing the case with
prejudice on 6/19/00
LDM Technologies, Inc. N/A N/A No Bankruptcy cases on file
from 1/1/91
-45-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A US Bankruptcy 3/9/01
Court - Northern
District, Ohio
(Toledo Division)
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. N/A N/A No Bankruptcy cases on file
from 1/2/85
LDM Technologies, Inc. 70427 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 199900003570 6/23/99 AMENDMENT to original
2500 Executive Hills Drive 70427, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-46-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900003924 8/5/99 AMENDMENT to original
2500 Executive Hills Drive 70427, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 200100006902 1/17/01 RELEASE of original 70427,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machines with all
attachments and accessories
LDM Industries, Inc. 200100006904 1/17/01 PARTIAL RELEASE of original
2500 Executive Hills Drive 70427, releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machines and
including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-47-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself Xxxx
Xxxxxx Xxxxx, XX 00000 and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9800000245 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 199900003572 6/23/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 199900003587 6/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
for itself and as Agent
000 X. XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
-48-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900003923 8/5/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 200100006903 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Industries, Inc. 200100006908 1/17/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-49-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself Xxxx
Xxxxxx Xxxxx, XX 00000 and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9800000320 2/13/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below. Exhibit B
Legal Description attached
LDM Technologies, Inc. 900003941 8/13/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000320, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
for itself and as Agent
000 X. XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
-50-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Guernsey County, 3/14/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Guernsey County, 3/14/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 200100006909 1/17/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000320, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Industries, Inc. 200100006910 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000320, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 9800001047 6/1/98 One new deionization system
0000 Xxxxxxxxx Xxxxx Xxxx. w/tank and pump assemblies,
Xxxxxx Xxxxx, XX 00000 pretreatment assemblies and
quality enhancement
equipment including all
attachments, accessories,
appurtenances, accessions &
substitutions
LDM Technologies, Inc. 9800001047 8/28/98 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxx. 9800001047, changing
Xxxxxx Xxxxx, XX 00000 collateral description to
One new deionization system
w/tank and pump assemblies,
pretreatment assemblies and
quality enhancement
equipment as more
particularly described on
Schedule A attached hereto
and made a part hereof
-51-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Guernsey County, 3/14/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Guernsey County, 3/14/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900003777 7/26/99 One Milacron Plastics
2500 Executive Hills Drive Injection Molding Machine
Xxxxxx Xxxxx, XX 00000 and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired. Exhibit B
Legal Description attached
LDM Technologies, Inc. 199900003778 7/26/99 One Milacron Plastics
2500 Executive Hills Drive Injection Molding Machine
Xxxxxx Xxxxx, XX 00000 and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired
LDM Technologies, Inc. 200000005186 2/23/00 Seven new Toyota forklift
000 X 0xx Xx xxxxxx
Xxxxxxxxx, XX 00000-0000
LDM Technologies, Inc. 200000005420 3/29/00 Two new Toyota forklift
000 X 0xx Xx xxxxxx
Xxxxxxxxx, XX 00000
-52-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L D M Technologies Inc Copelco Capital, Inc. Guernsey County, 3/14/01 X
000 X 0xx XX Xxx 000 Xxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Guernsey County, 3/14/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Guernsey County, 3/14/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L D M Technologies Inc 200000005429 3/31/00 All Equipment now or
000 X 0xx hereafter leased by Lessor to
Xxxxxxxxx, XX 00000 Lessee, and all accessions,
additions, replacements and
substitutions thereto and
therefor and all proceeds
(including insurance proceeds)
thereof, as mores specifically
identified in the lease
documentation on file at the
offices of Lessor
LDM Technologies, Inc. 200000005742 5/25/00 Total of four new Toyota
000 X 0xx Xx forklift trucks
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. 200000005924 6/26/00 One Powerboss sweeper
000 Xxxxx Xxxxxx Xxxxxx xxxxxxxx
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. 200000006335 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 200100006906 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 200000006335, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-53-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Guernsey County, 3/14/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Air Technologies, a division Guernsey County, 3/14/01 X
000 X. 0xx Xxxxxx of Ohio Transmission Ohio
Xxxxxxxxx, XX 00000 Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200000006336 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 200100006886 1/16/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 200000006336, releasing one
Xxxxxx Xxxxx, XX 00000 injection molding machine
with all attachments and
accessories
LDM Technologies, Inc. 200000006337 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 200100006907 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 200000006337, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 200000006466 10/16/00 One Nilfisk Advance Model
000 Xxxxx Xxxxxx Xxxxxx 0000XX Rider
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. 200000006620 11/20/00 One Atlas Copco Compressor,
000 X. 0xx Xxxxxx one Van air activated carbon
Xxxxxxxxx, XX 00000 vapor absorbing filter with
PD2 differential indicator kit,
and one Arrow heatless
regenerative compressed air
dryer
-54-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx 200100006853 1/8/01 One injection molding
Xxxxxx Xxxxx, XX 00000 machine and including all
additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
LDM Technologies, Inc. 200100006854 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. 200100006899 1/17/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
-55-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01
2500 Executive Hills Dr. Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200100006900 1/17/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. X 980000897 2/13/98 BLANKET - All of the Debtor's
2500 Executive Hills Dr. right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below. Legal
Description of property
attached
-56-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 200100006909 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 980000897, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Industries, Inc. 200100006910 1/17/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 980000897, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 199900005362 7/26/99 One Milacron Plastics
2500 Executive Hills Drive Injection Molding Machine
Xxxxxx Xxxxx, XX 00000 and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired. Legal
Description of property
attached
-57-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Technologies, Inc. N/A Guernsey County, 3/14/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200100000155 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements
or exchanges therefor, and
all insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. 200100000396 1/17/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements
or exchanges therefor, and
all insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. X N/A N/A No Federal/State Tax Liens on
file from 10 years past. No
EPA/ERISA Liens on file in
tax lien records from 10
years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-58-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 97-8487 1/21/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 the personal property,
whether now owned or existing
or hereafter acquired or
arising and regardless of
where located described
below, including, without
limitation, all accounts,
chattel paper, contracts,
deposit accounts, documents,
equipment, fixtures, general
intangibles, goods,
instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 9900000485 6/24/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8487, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-59-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900000619 8/4/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8487, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 98-9602 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 the personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without
limitation, all accounts,
chattel paper, contracts,
deposit accounts, documents,
equipment, fixtures, general
intangibles, goods,
instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-60-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies Diversified Material Xxxxx County, 3/13/01 X
800 Independence Handling, Inc. Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Technologies, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Technologies, Inc. N/A Xxxxx County, 3/13/01
Ohio
Fix Liens Suits File No. File Date Search Results
Debtor & Comments/Collateral
(as shown on statement) Judg
LDM Technologies, Inc. 0000000000 6/24/99 AMENDMENT to original 98-
2500 Executive Hills Drive 9602, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 199900000603 7/30/99 AMENDMENT to original 98-
2500 Executive Hills Drive 9602, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies 9900000264 4/12/99 Toyota forklift truck, assigned
800 Independence to
Xxxxxxxx, XX 00000
Toyota Motor Credit
Corporation
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and to EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-61-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9800000352 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
Exhibit B Legal Description
attached
LDM Technologies, Inc. 0000000000 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000352, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-62-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900001814 8/6/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000352, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 9800000403 2/19/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-63-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9900001528 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000403, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 199900001813 8/6/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000403, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-64-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 231 X. XxXxxxx Street
FEIN 00-0000000 Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9700000221 1/21/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 9700001893 7/15/97 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000221, releasing one
Xxxxxx Xxxxx, XX 00000 injection molding machine
FEIN 00-0000000 together with all component
parts
LDM Technologies, Inc. 9900001526 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000221, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-65-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies LMA Capital Group, LLC Pickaway County, 3/19/01 X
000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx, Xxx 0000 Xxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Technologies, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Technologies, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/8/01 X
2500 Executive Hills Drive Corporation Pennsylvania
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxx 00/ Xxxxx 000
Xxxx Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900001812 8/6/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000221, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies 9700001178 4/28/97 One Lantech Q-300 Stretch
000 Xxxxx Xxxxxxx Xxxxxx Wrapper re Lease Z04972550
Xxxxxxxxxxx, XX 00000
LDM Technologies, Inc. X N/A N/A No statements on file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on tile from 10 years past
LDM Technologies, Inc. 29790284 1/11/99 One two-cylinder PQM
0000 Xxxxxxxxx Xxxxx Xxxxx conversion and two power frnt
Xxxxxx Xxxxx, XX 00000 gates, and including all
additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
acquired
-66-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Secretary of State, 3/8/01 X
2500 Executive Hills Drive Association, as Agent Pennsylvania
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court- 3/12/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
LDM Technologies, Inc. N/A US Bankruptcy Court- 3/13/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 30650434 8/24/99 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether now
owned or existing or hereafter
acquired or arising and regardless
of where located described below,
including, without limitation, all
accounts, chattel paper, contracts,
deposit accounts, documents, equipment,
fixtures, general intangibles, goods,
instruments, inventory, machinery, motor
vehicles, money, cash or cash equivalent,
and proceeds and products of all or any of
the foregoing, as more fully described
below
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments on file from
11/4/70. This search includes any Federal
Tax Liens indexed in this court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file from 1/3/89
-67-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Xxxxxxxxxx County, 1/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Association., as Agent Pennsylvania
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxx, XX 00000
LDM Technologies N/A Xxxxxxxxxx County, 3/12/01
Pennsylvania
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 2/26/01
Pennsylvania
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 2/26/01
Pennsylvania
LDM Technologies, Inc. NMHG Financial Services, Xxxxxxxxxx County, 3/14/01 X
309 Xxxx Xxxx, Inc. Tennessee
Xxxxxxxx, XX 00000 00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 284039 8/20/99 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether now
owned or existing or hereafter
acquired or arising and regardless
of where located described below,
including, without limitation, all
accounts, chattel paper, contracts,
deposit accounts, documents, equipment,
fixtures, general intangibles, goods,
instruments, inventory, machinery, motor
vehicles, money, cash or cash equivalent,
and proceeds and products of all or any of
the foregoing, as more fully described
below
LDM Technologies X N/A N/A No UCC fixture statements on file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on file and
no EPA/ERISA Liens filed in the tax lien
records from 10 years past to present
X N/A N/A No Pending Suite/Judgments on file from
LDM Technologies, Inc. 10 years past
300-001868 1/10/00 BLANKET EQUIPMENT - All of the equipment
LDM Technologies, Inc. now or hereafter leased by the Lessor
000 Xxxx Xxxx, to Lessee; and all accessions, additions,
Xxxxxxxx, XX 00000 replacements and substitutions thereto and
therefor and all proceeds, including
insurance proceeds, thereof
-68-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 982-015343 2/19/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether now
owned or existing or hereafter
acquired or arising and regardless
of where located described below,
including, without limitation, all
accounts, chattel paper, contracts,
deposit accounts, documents, equipment,
fixtures, general intangibles, goods,
instruments, inventory, machinery, motor
vehicles, money, cash or cash equivalent,
and proceeds and products of all or any of
the foregoing, as more fully described
below
LDM Technologies, Inc. 993-034058 6/22/99 AMENDMENT to original 982-015343, changing
0000 Xxxxxxxxx Xxxxx Xxxxx Secured Party to
Xxxxxx Xxxxx, XX 00000
Bank of America National
Trust and Savings Association, as Agent
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
-69-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 992-034677 7/26/99 AMENDMENT to original 982-015343,
0000 Xxxxxxxxx Xxxxx Xxxxx changing Secured Party to
Xxxxxx Xxxxx, XX 00000
Bank of America National Trust
and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 992-058204 12/28/99 PARTIAL RELEASE of original 982-015343,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing all equipment listed on
Xxxxxx Xxxxx, XX 00000 Schedule 1.1 to the Asset Purchase
Agreement between LDM Technologies, Inc.,
a Michigan corporation, and DBM Technologies,
LLC, a Michigan limited liability company, dated
December 8, 1999 as in effect on the date
thereof
-70-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 982-015344 2/19/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 the personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 993-034057 6/22/99 AMENDMENT to original 982-
2500 Executive Hills Drive 015344, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National Trust
and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-71-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
L.D.M. Technologies, Inc. NMHG Financial Services, Secretary of State, 3/14/01 X
2500 Executive Hills Drive Inc. Tennessee
Xxxxxx Xxxxx, XX 00000 00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 992-034670 7/26/99 AMENDMENT to original 982-
2500 Executive Hills Drive 015344, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 992-058202 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 982-015344, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
L.D.M. Technologies, Inc. 992-016269 4/7/99 Eight new Yale forklifts and
0000 Xxxxxxxxx Xxxxx Xxxxx all accessions, additions,
Xxxxxx Xxxxx, XX 00000 replacements and substitutions
thereto and therefor and all
proceeds, including insurance
proceeds, thereof
-72-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L.D.M. Technologies, Inc. Mercedes-Benz U.S. Secretary of State, 3/14/01 X
2500 Executive Hills Dr. International, Inc. Tennessee
Xxxxxx Xxxxx, XX 00000 0 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/9/01
Middle District,
Tennessee
(Nashville
Division)
LDM Technologies, Inc. N/A US District Court - 0/0/00
Xxxxxx Xxxxxxxx,
Xxxxxxxxx
(Nashville
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L.D.M. Technologies, Inc. 993-027313 5/17/99 BLANKET EQUIPMENT - All
2500 Executive Hills Dr. Debtor's title and interest in
Xxxxxx Xxxxx, XX 00000 and to certain "MB Owned
Equipment" as defined in that
certain Supply Agreement
between Debtor and the
Secured Party and/or as
identified under that certain
Xxxx of Sale dated 2/27/97,
between the Debtor and
Secured Party and that certain
Purchase Agreement between
Debtor and Secured Party of
which such Xxxx of Sale is a
part which MB Owned
Equipment includes that set
forth in attached Schedule A
LDM Technologies, Inc. X 96-CV-1166 12/19/96 XXXXXXX XXXXX V. ARROW N.A.,
INC. AKA LDM TECHNOLOGIES
INC. Civil rights-employment
matter. Order granting
Plaintiff's motion for voluntary
nonsuit is granted, and action
dismissed without prejudice
on 11/18/97
LDM Technologies, Inc. X 00-CV-659 7/11/00 XXXXXXX XXXXXXX V. LDM
TECHNOLOGIES INC. Civil
rights-employment matter.
Concise statement of
undisputed material facts by
deft in support of motion for
summary judgment on 3/2/01
-73-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A US District Court - 3/9/01
Middle District,
Tennessee
(Nashville
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/5/01
Court - Middle
District, Tennessee
(Nashville
Division)
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01 X
Tennessee
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Technologies, Inc. X/X Xxxxxxxxxx 0/00/00 X
Xxxxxx, Xxxxxxxxx
LDM Technologies, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
LDM Technologies, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 99-CV-128 7/6/99 LDM TECHNOLOGIES INC. AND
PAN-AMERICAN LIFE INSURANCE
COMPANY V. XXXXXXX X.
XXXXX Labor-employment
matter. Order granting motion
for default judgment against
Xxxxxxx X. Xxxxx,
terminating the case on
10/19/00
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/91
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc.
X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc.
X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. X/X Xxxxxxxxxx 0/00/00 X
Xxxxxx, Xxxxxxxxx
LDM Technologies, Inc. Bank of America National Secretary of State, 3/12/01
0000 Xxxxxxxxx Xxxxx Xxxxx Association, as Agent Xxxxx
Xxxxxx Xxxxx, 00000 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Southern District,
Texas
(Brownsville
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Texas
(Houston Division)
LDM Technologies, Inc. N/A Cameron County, 3/6/01 X
Texas
LDM Technologies, Inc. N/A Cameron County, 3/6/01
Texas
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 99-167450 8/19/99 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 5/31/91
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
-75-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Cameron County, 3/6/01
Texas
LDM Technologies, Inc. N/A Cameron County, 3/6/01
Texas
LDM HOLDING CANADA, INC.
LDM Holding Canada, Inc. N/A Secretary of State, 12/31/00 X
Indiana
LDM Holding Canada, Inc. N/A US District Court - 3/9/01
Northern District,
Indiana
(Fort Xxxxx
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/13/01
Court - Northern
District, Indiana
(Fort Xxxxx
Division)
LDM Holding Canada, Inc. N/A Noble County, 3/14/01 X
Indiana
LDM Holding Canada, Inc. N/A Noble County, 3/14/01
Indiana
LDM Holding Canada, Inc. N/A Noble County, 3/5/01
Indiana
LDM Holding Canada, Inc. N/A Noble County, 3/5/01
Indiana
LDM Holding Canada, Inc. N/A Superior Court, 3/5/01
Noble County,
Indiana
LDM Holding Canada, Inc. N/A County Court, 3/5/01
Noble County,
Indiana
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/92. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/4/88
LDM Holding Canada, Inc. N/A N/A No statements
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No Federal Tax Liens on file
from 1/1/91 through 3/5/01.
No State Tax Liens on file
from 1/1/91 through 12/29/00.
No EPA/ERISA liens on tile
from 1/1/91 through 12/29/00
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-76-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holdings Canada, inc. N/A Secretary of State, 3/9/01 X
Kentucky
US District Court- 3/9/01
Western District,
Kentucky
(Owensboro
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/14/01
Court - Western
District, Kentucky
(Louisville
Division)
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01 X
Kentucky
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holdings Canada, inc. N/A N/A No UCC statements on file
X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/86
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. 81717B 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 General Intangibles, whether
now owned or existing or
hereafter acquired or arising,
including, without limitation,
proceeds of the General
Intangibles.
-77-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. 04433C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81717B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. 05447C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81717B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National Trust
and Savings Association, as
Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-78-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., Michigan
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., Michigan
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. 93422B 4/9/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 the personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Holding Canada, Inc. 04434C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 93422B, changing Secured Party to
Xxxxxx Xxxxx, XX 00000
Bank of America National Trust
and Savings Association as
Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-79-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Flint Division)
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Detroit Division)
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Xxx Arbor
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Flint Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Detroit Division)
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01 X
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. 05450C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 93422B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/6/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/6/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/6/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 112190
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/90
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
-80-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01
Michigan
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01
Michigan
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/15/01 X
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/15/01
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/15/01
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/16/01
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/13/01 X
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/13/01
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/13/01
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/15/01
Michigan
LDM Holding Canada, Inc. N/A Sanilac County, 3/21/01 X
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
-81-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Sanilac County, 3/21/01
Michigan
LDM Holding Canada, Inc. N/A Sanilac County, 3/21/01
Michigan
LDM Holding Canada, Inc. N/A Sanilac County, 3/20/01
Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01 X
County, Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Holding Canada, Inc. N/A Secretary of State, 1/5/01 X
Ohio
LDM Holding Canada, Inc. N/A US District Court - 3/9/01
Northern District,
Ohio
(Toledo Division)
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Southern District,
Ohio
(Columbus
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Ohio
(Columbus
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No statements on file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/89. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/4/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/1/91
-82-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A US Bankruptcy 3/9/01
Court - Northern
District, Ohio
(Toledo Division)
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01 X
Ohio
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Holding Canada, Inc. N/A Henry County, 3/13/01 X
Ohio
LDM Holding Canada, Inc. N/A Henry County, 3/13/01
Ohio
LDM Holding Canada, Inc. N/A Henry County, 3/13/01
Ohio
LDM Holding Canada, Inc. N/A Henry County, 3/13/01
Ohio
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01 X
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/85
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No statements on file
-83-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Holding Canada, Inc. N/A Secretary of State, 3/8/01 X
Pennsylvania
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
LDM Holding Canada, Inc. N/A US District Court - 3/13/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
LDM Holding Canada, Inc. N/A Montgomery 2/28/01 X
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Montgomery 3/12/01
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Montgomery 2/26/01
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Montgomery 2/26/01
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Secretary of State, 3/14/01 X
Tennessee
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 11/4/70. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/3/89
LDM Holding Canada, Inc. N/A N/A No statements on file
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
-84-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A US District Court - 3/9/01
Middle District,
Tennessee
(Nashville
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/5/01
Court - Middle
District, Tennessee
(Nashville
Division)
LDM Holding Canada, Inc. N/A Sumner County, 3/14/01 X
Tennessee
LDM Holding Canada, Inc. N/A Sumner County, 3/14/01
Tennessee
LDM Holding Canada, Inc. N/A Sumner County, 3/14/01
Tennessee
LDM Holding Canada, Inc. N/A Sumner County, 3/14/01
Tennessee
LDM Holding Canada, Inc. N/A Williamson 3/14/01 X
County, Tennessee
LDM Holding Canada, Inc. N/A Williamson 3/14/01
County, Tennessee
LDM Holding Canada, Inc. N/A Williamson 3/14/01
County, Tennessee
LDM Holding Canada, Inc. N/A Williamson 3/14/01
County, Tennessee
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/5/94. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/86
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-85-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Secretary of State, 3/12/01 X
Texas
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Southern District,
Texas
(Brownsville
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Texas
(Houston Division)
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01 X
Texas
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01
Texas
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01
Texas
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01
Texas
LDM HOLDINGS, L.L.C.
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. N/A N/A No UCC statements on file.
No Federal Tax Liens on file
from 10 years past. This
search includes all liens in the
state's UCC records
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 5/31/91
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holdings, L.L.C 81716B 1/22/97 BLANKET - All of the Debtor's
2500 Executive Hills Drive right, title and interest in
Auburn Hills, MI 48326 General Intangibles, whether
now owned or existing or
hereafter acquired or arising,
including, without limitation,
proceeds of the General
Intangibles
-86-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holdings, L.L.C 90025B 10/28/97 AMENDMENT to original
2500 Executive Hills Drive 81716B, amending to include
Auburn Hills, MI 48326 Debtor's Tax ID Number 38-
3333584
LDM Holdings, L.L.C 04430C 6/22/99 AMENDMENT to original
2500 Executive Hills Drive 81716B, changing Secured
Auburn Hills, MI 48326 Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Holdings, L.L.C 05446C 7/26/99 AMENDMENT to original
2500 Executive Hills Drive 81716B, changing Secured
Auburn Hills, MI 48326 Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-87-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holdings, L.L.C 92009B 2/6/98 BLANKET - All of the Debtor's
2500 Executive Hills Drive right, title and interest in the
Auburn Hills, MI 48326 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Holdings, L.L.C
2500 Executive Hills Drive 06233C 8/24/99 AMENDMENT to original
Auburn Hills, MI 48326 92009B, changing Secured
Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-88-
Search
Debtor Secured Party Jurisdiction through UCC
(as shown on statement) (as shown on statement) date
LDM Technologies, Inc. AT&T Credit Corporation Secretary of State, 3/2/01 X
1250 Maplelawn 2 Gatehall Drive Michigan
Troy, MI 48084 Parsippany, NJ 07054
LDM Technologies, Inc. AT&T Credit Corporation Secretary of State, 3/2/01 X
1250 Maplelawn 2 Gatehall Drive Michigan
Troy, MI 48084 Parsippany, NJ 07054
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 78657B 10/3/96 Definity extender leased under Lease No.
1250 Maplelawn M306948 and all attachments, accessories,
Troy, MI 48084 additions, substitutions, products, replacements
and rentals and a right to use license for any
software related to any of the foregoing, and
proceeds therefrom (including insurance proceeds)
LDM Technologies, Inc. 78658B 10/3/96 Definity G3I leased under Lease No.
1250 Maplelawn M306948 and all attachments, accessories,
Troy, MI 48084 additions, substitutions, products, replacements
and rentals and a right to use license for any
software related to any of the foregoing, and
proceeds therefrom (including insurance proceeds)
LDM Technologies, Inc. 81715B 1/22/97 BLANKET - All of the Debtor's right, title and
2500 Executive Hills Drive interest in General Intangibles, whether now
Auburn Hills, MI 48326 owned or existing or hereafter acquired or
arising, including, without limitation,
proceeds of the General Intangibles
LDM Technologies, Inc. 04551C 6/26/99 AMENDMENT to original 81715B, changing
2500 Executive Hills Drive Secured Party to
Auburn Hills, MI 48326
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-89-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
FEIN: 38-2690171 Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 05448C 7/26/99 AMENDMENT to original
2500 Executive Hills Drive 81715B, changing Secured
Auburn Hills, MI 48326 Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Industries, Inc. AN34627 1/22/97 BLANKET - All of the Debtor's
2500 Executive Hills Drive right, title and interest in the
Auburn Hills, MI 48326 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 07239725805 7/23/97 AMENDMENT to original
2500 Executive Hills Drive AN34627, deleting original
Auburn Hills, MI 48326 Exhibit A in its entirety and
FEIN: 38-2690171 replacing it with attached
Exhibit A
-90-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries Inc The Huntington National Secretary of State, 1/5/01 X
d/b/a LDM Technologies, Bank Ohio
Inc. 41 South High Street
d/b/a Arrow NA, Inc Columbus, OH 43215
d/b/a Arrow Molded Plastics,
Inc
2500 Executive Hills Drive
Auburn Hills, MI 48326
LDM Industries, Inc. N/A US District Court 3/12/01
Southern District,
Ohio
(Columbus
Division)
LDM Industries, Inc. N/A US District Court 3/9/01
Northern District,
Ohio
(Toledo Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc.
2500 Executive Hills Drive 19991740457 6/22/99 AMENDMENT to original
Auburn Hills, MI 48326 AN34627, changing Secured
Party to
Bank of America National
Trust and Savings Association
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Industries, Inc. 19992070244 7/26/99 AMENDMENT to original
2500 Executive Hills Drive AN34627, changing Secured
Auburn Hills, MI 48326 Party to
LDM Industries Inc Bank of America National
d/b/a LDM Technologies, Trust and Savings Association,
Inc. as Agent
d/b/a Arrow NA, Inc 231 South LaSalle Street,
d/b/a Arrow Molded Plastics, Suite 1600
Inc Chicago, IL 60697
2500 Executive Hills Drive AN07082 9/30/96 BLANKET - All of Debtor's
Auburn Hills, MI 48326 inventory...
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/4/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/89. This
search includes any Federal
Tax Liens indexed in this
court
-91-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Ohio
(Columbus
Division)
LDM Industries, Inc. N/A US Bankruptcy 3/9/01
Court Northern
District, Ohio
(Toledo Division)
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. X N/A N/A No Bankruptcy cases on file
from 1/1/91
LDM Industries, Inc. X N/A N/A No Bankruptcy cases on tile
from 1/2/85
LDM Industries, Inc. 70426 1/22/97 BLANKET - All of the Debtor's
2500 Executive Hills Drive right, title and interest in the
Auburn Hills, MI 48326 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 199900003571 6/23/99 AMENDMENT to original
2500 Executive Hills Drive 70426, changing Secured
Auburn Hills, MI 48326 Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-92-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Industries, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Industries, Inc. N/A Guernsey County, 3/14/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc.
2500 Executive Hills Drive 199900003922 8/5/99 AMENDMENT to original
Auburn Hills, MI 48326 70426, changing Secured
Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Industries, Inc. 200100006901 1/17/01 PARTIAL RELEASE of original
2500 Executive Hills Drive 70426, releasing two injection
Auburn Hills, MI 48326 molding machines and
including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Industries, Inc. 200100006905 1/17/01 PARTIAL RELEASE of original
2500 Executive Hills Drive 70426, releasing two injection
Auburn Hills, MI 48326 molding machines with all
attachments and accessories
LDM Industries, Inc. X N/A N/A No UCC fixture statements on
file
LDM Industries, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-93-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Henry County, 3/13/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Henry County, 3/13/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
97-8486 1/21/97 BLANKET - All of the Debtor's
LDM Industries, Inc. right, title and interest in the
2500 Executive Hills Drive personal property, whether
Auburn Hills, MI 48326 now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 9900000486 6/24/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8486, changing Secured Party
Auburn Hills, MI 48326 to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-94-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Henry County, 3/13/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. N/A Henry County, 3/13/01
Ohio
LDM Industries, Inc. N/A Henry County, 3/13/01
Ohio
LDM Industries, Inc. N/A Henry County, 3/13/01
Ohio
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 S. LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 199900000602 7/30/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8486, changing Secured Party
Auburn Hills, MI 48326 to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Industries, Inc. X N/A N/A No UCC fixture statements on
file
LDM Industries, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Industries, Inc. 9700000220 1/21/97 BLANKET - All of the Debtor's
2500 Executive Hills Drive right, title and interest in the
Auburn Hills, MI 48326 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-95-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 S. LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 S. LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Auburn Hills, MI 48326 231 S. LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Industries, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Industries, Inc. N/A Pickaway County, 3/19/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 9700001892 7/15/97 PARTIAL RELEASE of original
2500 Executive Hills Drive 9700000220, releasing one
Auburn Hills, MI 48326 injection molding machine
together with all component
parts
LDM Industries, Inc. 9900001525 6/24/99 AMENDMENT to original
2500 Executive Hills Drive 9700000220, changing
Auburn Hills, MI 48326 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Industries, Inc. 199900001816 8/9/99 AMENDMENT to original
2500 Executive Hills Drive 9700000220, changing
Auburn Hills, MI 48326 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
LDM Industries, Inc. X N/A N/A No statements on file
LDM Industries, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-96-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Tennessee
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Tennessee
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 972-065227 8/20/97 BLANKET - All of the Debtor's
2500 Executive Hills Drive right, title and interest in the
Auburn Hills, MI 48326 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 993-034056 6/22/99 AMENDMENT to original 972-
2500 Executive Hills Drive 065227,changing Secured
Auburn Hills, MI 48326 Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-97-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/14/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Tennessee
Auburn Hills, MI 48326 231 South LaSalle Street
Chicago, IL 60697
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 992-034671 7/26/99 AMENDMENT to original 972-
2500 Executive Hills Drive 065227, changing Secured
Auburn Hills, MI 48326 Party to
Bank of America National
Trust and Savings Association,
as Agent
231 South LaSalle Street,
Suite 1600
Chicago, IL 60697
-98-
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
[SEE ATTACHED]
BA BUSINESS CREDIT INC. LDM INTERIOR, UTH. BYESVILLE HPG
CONSOLIDATED CERTIFICATE # 308 DATE: 4/9/01
----------- --------------
ROA BABC USE ONLY
TRADE A/R TOOLING A/R
--------- -----------
ACCOUNTS RECEIVABLE
---------------
1. BEGINNING BALANCE $41,682,290 $7,570,178
-------------- ------------- ------------ ---------------
2. PLUS: SALES AS OF 3/26-4/1/01 $10,504,511
-------------- ------------- ------------ ---------------
3. LESS: CREDITS AS OF 3/26-4/1/01 ($15,336)
-------------- ------------- ------------ ---------------
4. LESS: GROSS COLLECTIONS 3/26-4/1/01 ($7,535,686)
-------------- ------------- ------------ ---------------
5. UNAPPLIED GROSS COLLECTIONS 3/26-4/1/01
-------------- ------------- ------------ ---------------
6. +/- ADJUSTMENTS
------------- ------------ ---------------
7. ENDING BALANCE $44,615,779 $7,570,178
------------- ------------ ---------------
8. INELIGIBLE ($3,039,044) ($733,507)
------------- ------------ ---------------
9. TOTAL A/R AVAILABILITY $41,521,735 $6,836,871 85% $41,104,645
-------------- ------------- ------------ --- ------------- ---------------
PERPETUAL INVENTORY
9. RAW MATERIAL AS OF 3/25/01 $6,672,873
-------------- ------------- ---------------
10. LESS: INELIGIBLE ($938,852)
------------- ---------------
11. ELIGIBLE RAW $5,734,021 60% $3,440,413
------------ ---------------
12. WIP AS OF 3/25/01 $1,069,265
-------------- ------------- ---------------
13. LESS: INELIGIBLE ($1,069,265)
------------- ---------------
14. ELIGIBLE WIP $0 80% $0
------------ ---------------
15. FINISHED GOODS AS OF 3/25/01 $5,485,127
-------------- ------------- ---------------
16. LESS: INELIGIBLE ($872,661)
------------- ---------------
17. ELIGIBLE FG $4,612,466 60% $2,767,480
------------ ---------------
18. TOTAL INV AVAILABILITY NOT TO EXCEED $6,207,892
-------------- ------------- ------------ --- ------------- ---------------
19. ELIGIBLE EQUIPMENT $0 80% $0
-------------- ------------- ------------ --- ------------- ---------------
20. MERCHANDISE L/C NOT TO EXCEED $0 50% $0
-------------- ------------- ------------ --- ------------- ---------------
21. TOTAL AVAILABILITY $47,312,538
-------------- ------------- ------------ --- ------------- ---------------
LOAN ACTIVITY
22. BALANCE AS SHOWN ON LAST REPORT $26,049,826
------------ ---------------
23. LESS: REMITTANCES ($7,345,039)
-------------- ------------ ---------------
24. PLUS: ADVANCE REQ. AS OF $6,134,000
-------------- ------------ ---------------
25. PLUS: WIRE CHARGE
-------------- ------------ ---------------
26. PLUS: FEES
-------------- ------------ ---------------
27. PLUS: INTEREST 3/26-4/1/01 $1,027,157
-------------- ------------ ---------------
28 PLUS: TERM LOAN PRINCIPLE PAYMENT
------------ ---------------
29. ADJUSTMENT +/- ($10,000,000)
------------ ---------------
30. OUTSTANDING LOAN BALANCE $15,865,944
-------------- ------------- ------------ --- ------------- ---------------
REVOLVING LOAN AVAILABILITY
31. CALCULATED AVAILABILITY (LINE 21) $47,312,538
------------- ---------------
32. LESS: OUTSTANDING LOAN BALANCE ($15,865,944)
------------- ---------------
33. LESS: MERCHANDISE L/C $0
------------- ---------------
34. LESS: STANDBY UC ($14,700,000)
------------- ---------------
35. LESS: BANKERS' ACCEPTANCES $0
------------- ---------------
36. LESS: OTHER RESERVES $0
------------- ---------------
37. NET AVAILABILITY $16,746,594
-------------- ------------- ------------ --- -------------
THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE IS
TRUE AND COMPLETE. THE UNDERSIGNED GRANTS A SECURITY INTEREST IN THE COLLATERAL
REFLECTED ABOVE TO BA BUSINESS CREDIT, INC. AND REPRESENTS AND WARRANTS THAT
SAID COLLATERAL COMPLIES WITH THE REPRESENTATIONS, WARRANTIES AND COVENANTS
CONTAINED IN THE LOAN AND SECURITY AGREEMENT BETWEEN BA BUSINESS CREDIT, INC.
AND THE UNDERSIGNED.
BORROWER: LDM INTERIOR, UTH, BYESVILLE, HPG BA BUSINESS CREDIT, INC.
_ AUTHORIZED SIGNATURE: /s/ RECEIVED BY:
-------------------------- ------------------------
TITLE: Director of Finance
RECEIVED APR 10 2001
EXHIBIT B
[INTENTIONALLY OMITTED]
-2-
EXHIBIT C
FORM OF NOTICE OF BORROWING
Date:_____________, 200_
To: Bank of America, N.A. as Agent for the Lenders pursuant to that certain
Amended and Restated Loan and Security Agreement, dated as of March 23,
2001 (as extended, renewed, amended, restated or otherwise modified
from time to time, the "Loan and Security Agreement"), among LDM
Technologies, Inc., certain financial institutions signatory thereto
and Bank of America, N.A., as Agent
Ladies and Gentlemen:
The undersigned, LDM Technologies, Inc. (the "Borrower"), refers to the
Loan and Security Agreement and hereby gives you irrevocable notice of the
Borrowing specified below (defined terms not defined herein shall have the
meaning assigned thereto in the Loan and Security Agreement):
1. The Business Day of the proposed Borrowing is __________, 20_.
2. The aggregate amount of the proposed Borrowing is $________.
3. The Borrowing is to be comprised of $_____ of Base Rate and
$_____ of LIBOR Rate Loans.
4. The duration of the Interest Period for the LIBOR Rate Loans, if
any, included in the Borrowing shall be ______ months.
The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:
(a) The representations and warranties of the Borrower contained in
the Loan and Security Agreement are true and correct as though made on and as of
such date;
(b) No Default or Event of Default has occurred and is continuing,
or would result from such proposed Borrowing; and
-3-
(c) The proposed Borrowing will not cause the aggregate principal
amount of all outstanding Revolving Loans plus the aggregate amount available
for drawing under all outstanding Letters of Credit, to exceed the Revolver
Availability or the combined Commitments of the Lenders.
LDM TECHNOLOGIES, INC.
By:_________________________
Title:______________________
-4-
EXHIBIT D
FORM OF NOTICE OF CONVERSION/CONTINUATION
Date: , 200
To: Bank of America, N.A. as Agent for the Lenders pursuant to that certain
Amended and Restated Loan and Security Agreement, dated as of March 23,
2001 (as extended, renewed, amended, restated or otherwise modified
from time to time, the "Loan and Security Agreement"), among LDM
Technologies, Inc., certain financial institutions signatory thereto
and Bank of America, N.A., as Agent
Ladies and Gentlemen:
The undersigned, LDM Technologies, Inc. (the "Borrower"), refers to the
Loan and Security Agreement and hereby gives you irrevocable notice of the
[conversion] [continuation] of the Loans specified herein (defined terms not
defined herein shall have the meaning assigned thereto in the Loan and Security
Agreement):
1. The Conversion/Continuation Date is , 20 .
2. The aggregate amount of the Loans to be [converted] [continued] is $ .
3. The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base
Rate] Loans.
4. The duration of the Interest Period for the Loans included in the
[conversion] [continuation] shall be months.
The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the proposed Conversion/Continuation
Date, before and after giving effect thereto and to the application of the
proceeds therefrom:
(a) The representations and warranties of the Borrower
contained in the Loan and Security Agreement are true and correct as though made
on and as of such date;
(b) No Default or Event of Default has occurred and is
continuing, or would result from such proposed [conversion] [continuation]; and
(c) The proposed conversion-continuation will not cause
the aggregate principal amount of all outstanding Revolving Loans plus the
aggregate amount available for drawing under all outstanding Letters of Credit
to exceed the Revolver Availability or the combined Commitments of the Lenders.
-5-
LDM TECHNOLOGIES, INC.
By:____________________________
Title:_________________________
-6-
EXHIBIT E
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance") dated as of , 200 is made between (the "Assignor") and
(the "Assignee").
RECITALS
WHEREAS, the Assignor is party to that certain Amended and Restated
Loan and Security Agreement, dated as of March 23, 2001 (as amended, amended and
restated, modified, supplemented or renewed, the "Loan and Security Agreement")
among LDM Technologies, Inc., a Michigan corporation (the "Borrower"), the
several financial institutions from time to time party thereto (including the
Assignor, the "Lenders"), and Bank of America, N.A., as agent for the Lenders
(the "Agent"). Any terms defined in the Loan and Security Agreement and not
defined in this Assignment and Acceptance are used herein as defined in the Loan
and Security Agreement;
WHEREAS, as provided under the Loan and Security Agreement, the
Assignor has committed to making Loans (the "Committed Loans") to the Borrower
in an aggregate amount not to exceed $ (the "Commitment");
WHEREAS, the Assignor has made Committed Loans in the aggregate
principal amount of $ to the Borrower;
WHEREAS, [the Assignor has acquired a participation in the issuing
bank's liability under Letters of Credit in an aggregate principal amount of
$ (the "L/C Obligations")] [no Letters of Credit are outstanding under
the Loan and Security Agreement]; and
WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
[all] rights and obligations of the Assignor under the Loan and Security
Agreement in respect of its Commitment, together with a corresponding portion of
each of its outstanding Committed Loans and L/C Obligations, in an amount equal
to $ (the "Assigned Amount") on the terms and subject to the conditions set
forth herein and the Assignee wishes to accept assignment of such rights and to
assume such obligations from the Assignor on such terms and subject to such
conditions;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. Assignment and Acceptance.
(a) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby
-7-
purchases, assumes and undertakes from the Assignor, without recourse and
without representation or warranty (except as provided in this Assignment and
Acceptance) % (the "Assignee's Percentage Share") of (A) the Commitment, the
Committed Loans and the L/C Obligations of the Assignor and (B) all related
rights, benefits, obligations, liabilities and indemnities of the Assignor under
and in connection with the Loan and Security Agreement and the Loan Documents.
(b) With effect on and after the Effective Date (as defined
in Section 5 hereof), the Assignee shall be a party to the Loan and Security
Agreement and succeed to all of the rights and be obligated to perform all of
the obligations of a Lender under the Loan and Security Agreement, including the
requirements concerning confidentiality and the payment of indemnification, with
a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Loan and Security Agreement are required to be performed by it
as a Lender. It is the intent of the parties hereto that the Commitment of the
Assignor shall, as of the Effective Date, be reduced by an amount equal to the
Assigned Amount and the Assignor shall relinquish its rights and be released
from its obligations under the Loan and Security Agreement to the extent such
obligations have been assumed by the Assignee; provided, however, the Assignor
shall not relinquish its rights under Sections 3 and 5 of the Loan and Security
Agreement to the extent such rights relate to the time prior to the Effective
Date.
(c) After giving effect to the assignment and assumption
set forth herein, on the Effective Date the Assignee's Commitment will be $ .
(d) After giving effect to the assignment and assumption
set forth herein, on the Effective Date the Assignor's Commitment will be $ .
2. Payments.
(a) As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
Effective Date in immediately available funds an amount equal to $ ,
representing the Assignee's Pro Rata Share of the principal amount of all
Committed Loans.
(b) The Assignee further agrees to pay to the Agent a
processing fee in the amount specified in Section 13.3(a) of the Loan and
Security Agreement.
3. Reallocation of Payments.
Any interest, fees and other payments accrued to the Effective Date
with respect to the Commitment, and Committed Loans and L/C Obligations shall be
for the account of the Assignor. Any interest, fees and other payments accrued
on and after the Effective Date with respect to the Assigned Amount shall be for
the account of the Assignee. Each of the Assignor and the Assignee agrees that
it will hold in trust for the other party any interest, fees and other amounts
which it may receive to which the other party is entitled pursuant to the
preceding sentence and pay to the other party any such amounts which it may
receive promptly upon receipt.
-8-
4. Independent Credit Decision.
The Assignee (a) acknowledges that it has received a copy of the Loan
and Security Agreement and the Schedules and Exhibits thereto, together with
copies of the most recent financial statements of the Borrower, and such other
documents and information as it has deemed appropriate to make its own credit
and legal analysis and decision to enter into this Assignment and Acceptance;
and (b) agrees that it will, independently and without reliance upon the
Assignor, the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit and legal decisions in taking or not taking action under the Loan and
Security Agreement.
5. Effective Date; Notices.
(a) As between the Assignor and the Assignee, the effective
date for this Assignment and Acceptance shall be ___________ 200__ (the
"Effective Date"); provided that the following conditions precedent have been
satisfied on or before the Effective Date:
(i) this Assignment and Acceptance shall be
executed and delivered by the Assignor and the Assignee;
(ii) the consent of the Agent required for
an effective assignment of the Assigned Amount by the Assignor to the Assignee
shall have been duly obtained and shall be in full force and effect as of the
Effective Date;
(iii) the Assignee shall pay to the Assignor
all amounts due to the Assignor under this Assignment and Acceptance;
(iv) the Assignee shall have complied with
Section 13.3 of the Loan and Security Agreement; and
(v) the processing fee referred to in
Section 2(b) hereof and in Section 13.3(a) of the Loan and Security Agreement
shall have been paid to the Agent.
(b) Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Borrower and the Agent for
acknowledgment by the Agent, a Notice of Assignment in the form attached hereto
as Schedule 1.
[6. Agent. [INCLUDE ONLY IF ASSIGNOR IS AGENT]
(a) The Assignee hereby appoints and authorizes the Assignor
to take such action as agent on its behalf and to exercise such powers under the
Loan and Security Agreement as are delegated to the Agent by the Lenders
pursuant to the terms of the Loan and Security Agreement.
(b) The Assignee shall assume no duties or obligations held
by the Assignor in its capacity as Agent under the Loan and Security Agreement.]
7. Withholding Tax.
-9-
The Assignee (a) represents and warrants to the Lenders, the Agent and
the Borrower that under applicable law and treaties no tax will be required to
be withheld by the Borrower or the Agent with respect to any payments to be made
to the Assignee hereunder, (b) agrees to furnish (if it is organized under the
laws of any jurisdiction other than the United States or any State thereof) to
the Agent and the Borrower prior to the time that the Agent or Borrower is
required to make any payment of principal, interest or fees hereunder, duplicate
executed originals of either U.S. Internal Revenue Service Form W-8BEN or U.S.
Internal Revenue Service Form W-8ECI (wherein the Assignee claims entitlement to
the benefits of a tax treaty that provides for a complete exemption from U.S.
federal income withholding tax on all payments hereunder) and agrees to provide
new Forms W-8BEN or W-8ECI upon the expiration of any previously delivered form
or comparable statements in accordance with applicable U.S. law and regulations
and amendments thereto, duly executed and completed by the Assignee, and (c)
agrees to comply with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.
8. Representations and Warranties.
(a) The Assignor represents and warrants that (i) it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any Lien or other adverse claim; (ii) it
is duly organized and existing and it has the full power and authority to take,
and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Loan and Security Agreement, no further action by, or notice to, or filing
with, any Person is required of it for such execution, delivery or performance;
and (iv) this Assignment and Acceptance has been duly executed and delivered by
it and constitutes the legal, valid and binding obligation of the Assignor,
enforceable against the Assignor in accordance with the terms hereof, subject,
as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
other laws of general application relating to or affecting creditors' rights and
to general equitable principles.
(b) The Assignor makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan and Security Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan and Security Agreement or any other instrument or document
furnished pursuant thereto. The Assignor makes no representation or warranty in
connection with, and assumes no responsibility with respect to, the solvency,
financial condition or statements of the Borrower, or any Guarantor, or the
performance or observance by the Borrower, or any Guarantor of any of its
respective obligations under the Loan and Security Agreement, any Loan Document
or any other instrument or document furnished in connection therewith.
(c) The Assignee represents and warrants that (i) it is
duly organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill
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its obligations hereunder; (ii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance; and apart from any agreements or undertakings or filings required by
the Loan and Security Agreement, no further action by, or notice to, or filing
with, any Person is required of it for such execution, delivery or performance;
and (iii) this Assignment and Acceptance has been duly executed and delivered by
it and constitutes the legal, valid and binding obligation of the Assignee,
enforceable against the Assignee in accordance with the terms hereof, subject,
as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
other laws of general application relating to or affecting creditors' rights and
to general equitable principles.
9. Further Assurances.
The Assignor and the Assignee each hereby agree to execute and deliver
such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this
Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Borrower or the Agent, which may be required in
connection with the assignment and assumption contemplated hereby.
10. Miscellaneous.
(a) Any amendment or waiver of any provision of this
Assignment and Acceptance shall be in writing and signed by the parties hereto.
No failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other or further breach thereof.
(b) All payments made hereunder shall be made without any
set-off or counterclaim.
(c) The Assignor and the Assignee shall each pay its own
costs and expenses incurred in connection with the negotiation, preparation,
execution and performance of this Assignment and Acceptance.
(d) This Assignment and Acceptance may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.
(e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS (AND NOT
THE CONFLICT OF LAWS PROVISIONS). The Assignor and the Assignee each irrevocably
submits to the non-exclusive jurisdiction of any State or Federal court sitting
in Illinois over any suit, action or proceeding arising out of or relating to
this Assignment and Acceptance and irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such Illinois State
or Federal court. Each party to this Assignment and Acceptance hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding.
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(f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AND SECURITY AGREEMENT,
ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).
IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.
[ASSIGNOR]
By:___________________________
Title:________________________
Address:
[ASSIGNEE]
By:___________________________
Title:________________________
Address:
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SCHEDULE 1
NOTICE OF ASSIGNMENT AND ACCEPTANCE
______________,20__
Bank of America, N.A.,
as Agent
231 S. LaSalle Street
Chicago, Illinois 60697
Attn:_______________________
Re: [Name and Address of Borrower]
Ladies and Gentlemen:
We refer to that certain Amended and Restated Loan and Security
Agreement, dated as of March 23, 2001 (as amended, amended and restated,
modified, supplemented or renewed from time to time the "Loan and Security
Agreement"), among LDM Technologies, Inc. (the "Borrower"), the Lenders referred
to therein and Bank of America, N.A., as agent for the Lenders (the
"Agent").Terms defined in the Loan and Security Agreement are used herein as
therein defined.
1. We hereby give you notice of, and request your consent to, the
assignment by ___________ (the "Assignor") to ___________ (the "Assignee") of
___% of the right, title and interest of the Assignor in and to the Loan and
Security Agreement (including, without limitation, the right, title and interest
of the Assignor in and to the Commitments of the Assignor, all outstanding Loans
made by the Assignor and the Assignor's participation in the Letters of Credit
pursuant to the Assignment and Acceptance Agreement attached hereto (the
"Assignment and Acceptance"). We understand and agree that the Assignor's
Commitment, as of ___________, 20__, is $____________, the aggregate amount of
its outstanding Loans is $___________, and its participation in L/C Obligations
is $_______________.
2. The Assignee agrees that, upon receiving the consent of the
Agent and, if applicable, the Borrower, to such assignment, the Assignee will be
bound by the terms of the Loan and Security Agreement as fully and to the same
extent as if the Assignee were the Lender originally holding such interest in
the Loan and Security Agreement.
3. The following administrative details apply to the Assignee:
(A) Notice Address:
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Assignee name:____________________________________
Address: _________________________________________
_________________________________________
_________________________________________
Attention: _______________________________________
Telephone: (___)__________________________
Facsimile: (___)__________________________
Telex (Answer back): ________________________
(B) Payment Instructions:
Account No.: __________________________
At: __________________________
__________________________
__________________________
Reference: ____________________________
Attention: ____________________________
4. You are entitled to rely upon the representations, warranties
and covenants of each of the Assignor and the Assignee contained in the
Assignment and Acceptance.
* * *
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IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above mentioned.
Very truly yours,
[NAME OF ASSIGNOR]
By:________________________
Title:_____________________
[NAME OF ASSIGNEE]
By:________________________
Title:_____________________
ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:
BANK OF AMERICA, N.A.,
as Agent
By:________________________
Title:_____________________
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EXHIBIT F
FORM OF COMPLIANCE CERTIFICATE
Pursuant to Section 7.2 of the Amended and Restated Loan and Security Agreement,
dated as of March 23, 2001 (the "Loan and Security Agreement"), enclosed are the
following [audited/unaudited] Financial Statements of LDM Technologies, Inc.
(the "Borrower"), for the period ending , 200_. [Note: Describe statements
being delivered pursuant to Section 7.2 of Loan Agreement]. All Capitalized
terms used herein shall have the meaning ascribed thereto in the Loan and
Security Agreement.
A. Consolidated and Consolidating Balance Sheet for ____________.
B. Consolidated and Consolidating Statements of Income and
Expenses for:
a._____months ending _____________ , _____, and
b.Month of ______________, ______.
C. Consolidated and Consolidating Statements of Retained Earnings
for: _________________.
D. Consolidated and Consolidating Statements of Shareholders
Equity for: _________________.
E. Consolidated and Consolidating Statements of Cash Flow for:
a. _____ months ending _________________, 20__, and
b. Month of _________________, 20__.
These statements are in reasonable detail and fairly present the financial
position and result of operations of the Borrower as of the date thereof and for
such periods, and prepared in accordance with GAAP applied consistently with the
audited Financial Statements required pursuant to Section 7.2 of the Loan and
Security Agreement. Subject to normal audits and other year end adjustments, I
hereby certify that these statements are accurate and correct. All changes to
the Financial Statements affected by changes in GAAP since _______________ (or
the application thereof by the Borrower) are reflected on the attached schedule
reconciling all line items affected by such changes in GAAP, with reasonable
explanation as to the affects of GAAP on each line item.
Further, pursuant to Section 7.2(d) of the Loan and Security Agreement, we set
forth the financial covenant calculations of certain sections of the Loan and
Security Agreement which are required to be reported as of ______________, ____.
Section 9.23 Capital Expenditures
Period - __ months ended __________, _____ $___________
Maximum capital expenditures:
Fiscal year ended __________, _____ $____________
Complaint-Yes/No
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Section 9.25 Fixed Charge Coverage
[applicable for certificates as of each fiscal quarter
and each Fiscal Year end]
Period - the two months ended ___________, _______
a) EBITDA _________________
b) Interest expense _________________
c) Cash dividends _________________
d) Capital Expenditures _________________
e) Scheduled installments of principal
paid or payable with respect to
Debt for borrowed money (other
than Revolving Loans) and
Capital Leases _________________
f) Calculated Fixed Charge Coverage Ratio _________________
Minimum per Loan and Security
Agreement : 1.00:1.0 _________________
Compliance-Yes/No
Section 9.26 Net Loss
Period - twelve months ended ___________, _______
a) Net Loss _________________
Minimum per Loan and Security
Agreement: $0_________________
Complaint -Yes/No
I certify that all of the representations and warranties of the Borrower
contained in the Loan and Security Agreement and other Loan Documents are
correct and complete as of this date, and that the Borrower is, as of this date,
in compliance with all of its covenants and agreements in the Loan and Security
Agreements and other Loan Documents.
Additionally, no Default or Event of Default exists or existed during the period
covered by the attached financial statements except as set forth in detail on
the attached schedule, including what action the Borrower has taken or proposes
to take with respect thereto.
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IN WITNESS WHEREOF, Borrower has caused this certificate to be executed and
delivered by its duly authorized officer this the ___ day of ____________, ____.
____________________________
Name:
Title:
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SCHEDULE OF DEFAULTS OR EVENTS OF DEFAULT
None
or
As Set Forth Below:
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