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EXHIBIT 10.14
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR Agreement is executed and delivered as of the 28th
day of April, 1998 BY XXXXXXX XXXXXX (individually and as trustee under trust
agreement dated December 17, 1992 called "Xxxxxx") and COMERICA BANK, in its
capacity as Agent ("Agent") under that certain Talon Automotive Group, Inc.
$100,000,000 Credit Agreement of even date herewith (as it may be amended from
time to time, called herein, "Credit Agreement") between Talon Automotive Group,
Inc. ("Talon"), Xxxxxx Metal Products Co. (f/k/a VS Acquisition Co.) ("VMP",
together with Talon, the "Borrowers"), Comerica as Agent and the Banks from time
to time party thereto.
WHEREAS, pursuant to a certain Stock Agreement dated as of November 8,
1996 between VMP and Xxxxxx ("Purchase Agreement"), Xxxxxx sold to VMP the
business and assets described in such Purchase Agreement; and
WHEREAS, as security for the obligation of VMP to pay certain
obligations under or in connection with the Purchase Agreement as and when due
("Xxxxxx Obligations") Borrowers have granted to Xxxxxx security interests in
and liens and mortgages upon certain property of the Borrowers; and
WHEREAS, pursuant to the Credit Agreement, Agent and the Banks have
agreed, and may in the future further agree, to make loans and extensions of
credit to Borrowers for Borrowers' corporate purposes from time to
time, including but not limited to, revolving loans, letters of credit and
swing line loans, in aggregate principal amount from time to time outstanding
of up to One Hundred Million Dollars ($100,000,000) ("Bank Loans"); and
WHEREAS, as security for the indebtedness and obligations of Borrowers
under the Credit Agreement and the Documents (defined therein), including the
Bank Loans ("Bank Obligations", called together with the Xxxxxx Obligations,
"Obligations") Borrowers have granted Agent security interests and liens and
mortgages upon substantially all of their assets and properties (the
"Collateral"); and
WHEREAS, Xxxxxx and Comerica desire to set forth in writing their
agreements with respect to their respective interests in the Collateral;
NOW, THEREFORE, it is agreed:
1. PURPOSE. So long as both the Credit Agreement is in effect, and
thereafter so long as any Bank Obligations remain outstanding, the respective
interests of Comerica and Xxxxxx in and to the Collateral shall at all times be
governed hereby, notwithstanding any contrary priority or right of application
which would otherwise result from the sequence in which the interests of
Comerica and Xxxxxx in the Collateral have been or may be granted, attached
and/or perfected, or that fact that the certain of the Obligations may not be
continuously outstanding during the term of this Agreement.
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2. PRIORITIES. To the extent of the Bank Obligations from time to time
outstanding, the interests of Comerica in and to the Collateral shall be senior
to and have priority over the interests of Xxxxxx therein and, in any
liquidation or collection of the Collateral, the proceeds thereof (including
without limit insurance and/or condemnation awards resulting from casualty or
condemnation of the Collateral) shall be applied toward satisfaction in full of
Bank Obligations before Xxxxxx shall be entitled to receive or apply any such
proceeds toward payment or satisfaction of Xxxxxx Obligations.
3. PRE-DEFAULT NOTICE COLLECTIONS. Comerica and Xxxxxx each hereby
covenant and agree to notify one another in writing in the event that, upon the
occurrence of a default in payment or performance of the Obligations, it elects
to accelerate Obligations or exercise other remedies with respect to the
Collateral ("Default Notice"). So long as no Default Notice has been delivered,
or at any time after any Default Notice issued by Comerica or Xxxxxx has been
rescinded or withdrawn by the issuer thereof, each of Comerica and Xxxxxx shall
be entitled to collect and receive payments from Borrower for application
against the Obligations owed to them, and neither of them shall have any
obligation to inquire as to the source of funds from which such payment is made
and/or whether such payment constitutes proceeds of the Collateral in which
Comerica has a superior interest.
4. POST DEFAULT NOTICE COLLECTIONS. Upon and after the issuance a
Default Notice, and until and unless such Default Notice is rescinded in writing
by the issuer thereof, Xxxxxx agrees that: (a) to the extent it collects or
receives proceeds of any Collateral, it shall hold the same in trust on behalf
Comerica and, upon request of Comerica, deliver the same over to Comerica for
application against Bank Obligations; (b) with respect to any Default Notice
issued by Comerica and for a period of three (3) months after the date of such
Default Notice ("Stand Still Period"), (i) Xxxxxx will suspend collection of
Xxxxxx Obligations, and (ii) Comerica shall have the sole right to conduct the
sale and or liquidation of the Collateral and, with respect to any sale or
liquidation commenced before the expiration of the Stand Still Period, shall
have the sole right to complete such sale or liquidation, provided, however,
that (x) Comerica shall not, within any period of less than twelve months, issue
more than one Default Notice and (y) in the event that Xxxxxx initiates a sale
or liquidation of Collateral after the expiration, rescission or termination of
a Stand Still Period, Xxxxxx shall be entitled to continue such sale or
liquidation until completion thereof, notwithstanding the fact that, due to
additional or new Default Notices, Comerica would be entitled to new or
additional Stand Still Periods in the absence of this clause (y).
5. TRANSFERS. Comerica and Xxxxxx covenant and agree that in the event
either of them transfers or assigns any of their respective interests in the
Collateral, such transfer or assignment shall be made expressly subject to the
terms hereof.
6. THIRD PARTY RIGHTS. This Agreement is made solely for the benefit of
Bank and Xxxxxx and their respective successors and assigns, and no other person
or party (including Borrower) shall have any right, remedy, benefit, priority or
other interest hereunder.
7. CHOICE OF LAW. This Agreement is governed by the laws of the State
of Michigan and shall be interpreted and construed in accordance with
such laws, and enforceable in the state
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and federal courts which include the State of Michigan within their territorial
jurisdictions and in such other jurisdictions where the Collateral may from time
to time be located.
Executed as of the date first entered above
Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX, individually and as Trustee
COMERICA BANK, as Agent
By: [SIG]
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Its: Assistant Vice President
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