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EXHIBIT 10.8
SECURITY AGREEMENT
(GUARANTORS)
THIS SECURITY AGREEMENT, dated as of March 24, 1997 (this "Security
Agreement"), is made by KEY PLASTICS INTERNATIONAL L.L.C., a Michigan limited
liability company, KEY PLASTICS AUTOMOTIVE L.L.C., a Michigan limited liability
company, and KEY PLASTICS TECHNOLOGY, L.L.C., a Michigan limited liability
company (each individually, a "Company" and, collectively, the "Companies"), in
favor of NBD BANK, a Michigan banking corporation, as agent (in such capacity,
the "Agent") for the benefit of itself and the lenders (the "Lenders") now or
hereafter parties to the Credit Agreement described below.
RECITALS
A. Key Plastics, Inc., a Michigan corporation (the "Borrower")
has entered into a Credit Agreement of even date herewith (as amended or
modified from time to time, including any agreement entered into in
substitution therefor, the "Credit Agreement"), with the Lenders and the Agent
pursuant to which the Lenders may make Advances (as therein defined) to the
Borrower.
B. Each Company has executed a guaranty in favor of the Agent and
the Lenders guaranteeing the obligations of the Borrower to the Agent and the
Lenders (the "Guaranty").
C. Under the terms of the Credit Agreement, each Company has
agreed to grant to the Agent, for the benefit of itself and the Lenders, a
security interest, subject only to security interests expressly permitted by
the Credit Agreement, in and to the Collateral hereinafter described to secure
its obligations pursuant to the Guaranty and the Borrower's obligations to the
Agent and the Lenders, including those arising under the Credit Agreement.
D. The Companies and the Borrower and the Borrower's other
subsidiaries are engaged as an integrated group and the integrated operation
requires financing on such a basis that credit supplied to the Borrower can be
made available from time to time to the Companies, as required for the
continued successful operation of the Borrower and its subsidiaries and the
integrated operation as a whole. The Borrower and the Companies have requested
that the Lenders lend and make credit available to the Borrower for the purpose
of financing the integrated operations of the Borrower and its subsidiaries
with the Companies expecting to derive benefit, directly or indirectly, from
the loans and letters of credit extended by the Lenders to the Borrower, in its
separate capacity and as a member of the integrated group, inasmuch as the
successful operation and condition of each Company is dependent upon the
continued successful performance of the functions of the integrated group as a
whole.
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AGREEMENT
To secure (a) the prompt and complete payment of all indebtedness and
other obligations of the Borrower, any Company or any Subsidiary now or
hereafter owing to the Lenders or the Agent under or on account of the Credit
Agreement, any Security Document or any letters of credit, notes or other
instruments issued to the Agent or the Lenders pursuant thereto, (b) the
performance of the covenants under the Credit Agreement and the Security
Documents and any monies expended by any Lender or the Agent in connection
therewith, (c) the prompt and complete payment of all obligations and
performance of all covenants of the Borrower, any Company or any Subsidiary in
connection with Swaps relating to indebtedness under the Loan Documents, and
(d) the Guaranty and any other guarantees executed by any Company or other
obligations of any Company for any indebtedness of the Borrower incurred under
the Credit Agreement (including any interest accruing subsequent to any
petition filed by or against the Borrower, any Company or any Subsidiary under
the U.S. Bankruptcy Code, whether or not allowed), indemnity and reimbursement
obligations, charges, expenses, fees, reasonable attorneys' fees and
disbursements and any other amounts owing under the Loan Documents, including,
without limitation, all renewals, extensions, refinancings, refundings,
amendments and modifications of any of the obligations described in clauses (a)
through (d) above (all of the aforesaid indebtedness, obligations and
liabilities of the Borrower, the Companies and their Subsidiaries being herein
called the "Secured Obligations", and all of the documents, agreements and
instruments among the Borrower, the Companies, the Subsidiaries, the Agent, the
Lenders, or any of them, evidencing or securing the repayment of, or otherwise
pertaining to, the Secured Obligations including without limitation the Credit
Agreement, the Notes and the Security Documents, being herein collectively
called the "Operative Documents"), for value received and pursuant to the
Credit Agreement, each Company hereby grants, assigns and transfers to the
Agent for the benefit of the Lenders a security interest, subject only to
Permitted Liens, in and to the following described property whether now owned
or existing or hereafter acquired or arising and wherever located (all of which
is herein collectively called the "Collateral"):
(a) All of the Company's present and future accounts, documents,
instruments, general intangibles and chattel paper, including, but without
limitation, all accounts receivable, contract rights, all deposit accounts and
all monies and claims for money due or to become due to the Company, security
held or granted to the Company, and all assets described in clause (d) below;
(b) All of the Company's furniture, fixtures, machinery and
equipment, whether now owned or hereafter acquired, and wherever located, and
whether used by the Company or any other person, or leased by the Company to
any person and whether the interest of Company is as owner, lessee or
otherwise;
(c) All of the Company's present and future inventory of every
type, wherever located, including but not limited to raw materials, work in
process, finished goods and all inventory that is available for leasing or
leased to others by the Company;
(d) All other present and future assets of the Company (whether
tangible or
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intangible), including but not limited to all trademarks, tradenames, service
marks, patents, industrial designs, masks, trade names, trade secrets,
copyrights, franchises, customer lists, service marks, computer programs,
software, tax refund claims, licenses and permits, and the good will associated
therewith and all federal, state, foreign and other applications and
registrations therefor, all reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof now or hereafter in effect, all
income, license royalties, damages and payments now and hereafter due or
payable under and with respect thereto, including, without limitation, any
damages, proceeds or payments for past or future infringements thereof and all
income, royalties, damages and payments under all licenses thereof, the right
to xxx for past, present and future infringements thereof, all right, title and
interest of the Company as licensor under any of the foregoing whether now
owned and existing or hereafter arising, and all other rights and other
interests corresponding thereto throughout the world (all of the assets
described in this clause (d) collectively referred to as the "Intellectual
Property");
(e) All books, records, files, correspondence, computer programs,
tapes, disks, cards, accounting information and other data of the Company
related in any way to the Collateral described in clauses (a), (b), (c) and (d)
above, including but not limited to any of the foregoing necessary to
administer, sell or dispose of any of the Collateral;
(f) All substitutions and replacements for, and all additions and
accessions to, any and all of the foregoing; and
(g) All products and all proceeds of any and all of the foregoing,
and, to the extent not otherwise included, all payments under insurance
(whether or not the Agent is the loss payee thereof), and any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing.
1. Representations, Warranties, Covenants and Agreements. Each
Company further represents, warrants, covenants, and agrees with the Agent for
the benefit of the Lenders as follows:
(a) Ownership of Collateral; Security Interest Priority.
At the time any Collateral becomes subject to a security interest of the Agent
hereunder, unless the Agent shall otherwise consent, the Company shall be
deemed to have represented and warranted that (i) the Company is the lawful
owner of such Collateral and has the right and authority to subject the same to
the security interest of the Agent; (ii) other than Permitted Liens and
lessors' interest with respect to any security interest in any property leased
by the Company as lessee, none of the Collateral is subject to any Lien other
than that in favor of the Agent and there is no effective financing statement
or other filing covering any of the Collateral on file in any public office,
other than in favor of the Agent. When financing statements have been filed in
the appropriate offices against the Company, this Security Agreement will
create in favor of the Agent a valid security interest, subject only to
Permitted Liens, in that Collateral in which a security interest may be
perfected by filing, which security interest shall be enforceable against the
Company and all third parties and shall secure the payment of the Secured
Obligations. All financing statements necessary to perfect such security
interest in the Collateral have been
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delivered by the Company to the Agent for filing.
(b) Location of Offices, Records and Facilities. The
Company's chief executive office and chief place of business and the office
where the Company keeps its records concerning its accounts, contract rights,
chattel papers, instruments, general intangibles and other obligations arising
out of or in connection with the sale or lease of goods or the rendering of
services or otherwise ("Receivables"), and all originals of all leases and
other chattel paper which evidence Receivables, are at the location listed on
Schedule 1(b)(i) hereto. The Company will provide the Agent with prior written
notice of any proposed change in the location of its chief executive office.
The Company's only other offices and facilities are at the locations set forth
in Schedule 1(b)(ii) hereto. The Company will provide the Agent with prior
written notice of any change in the locations of its other offices and the
facilities at which any assets of the Company are located. The name of the
Company and the tax identification number of the Company are set forth on
Schedule 1(b)(i). The Company operates under no other names. The Company
shall not change its name without the prior written consent of the Agent.
(c) Location of Inventory, Fixtures, Machinery and
Equipment. (i) All Collateral consisting of inventory is, and will be, located
at the locations listed on Schedule 1(c)(i) hereto, and at no other locations
without the prior written consent of the Agent. (ii) All Collateral consisting
of fixtures, machinery or equipment, is, and will be, located at the locations
listed on Schedule 1(c)(ii) hereto, and at no other locations without the prior
written consent of the Agent. If the Collateral described in clauses (i) or
(ii) is kept at leased locations or warehoused, the Company has obtained
appropriate landlord's lien waivers or appropriate warehousemen's notices have
been sent, each satisfactory to the Agent, unless waived by the Agent.
(d) Liens, Etc. The Company will keep the Collateral
free at all times from any and all liens, security interests or encumbrances
other than Permitted Liens and those consented to in writing by the Required
Lenders. The Company will not, without the prior written consent of the Agent,
sell, lease, license, transfer, assign or otherwise dispose, or permit or
suffer to be sold, leased, licensed, transferred, assigned or otherwise
disposed, any of the Collateral, except for, prior to an event of default only
(notwithstanding any other agreement), the following: inventory sold in the
ordinary course of business and other assets permitted to be sold, leased,
licensed, transferred, assigned or otherwise disposed under Section 5.2(f) or
any other provision of the Credit Agreement. The Agent or its attorneys may at
any and all reasonable times inspect the Collateral and for such purpose may
enter upon any and all premises where the Collateral is kept or located.
(e) Insurance. The Company shall keep the tangible
Collateral insured at all times against loss by theft, fire and other
casualties. Said insurance shall be issued by a company rated A or better by
Best and shall be in amounts sufficient to protect the Agent against any and
all loss or damage to the Collateral. The policy or policies which evidence
said insurance shall be delivered to the Agent upon request, shall contain a
lender loss payable clause in favor of the Agent, shall name the Agent for the
benefit of the Lenders as an
SECURITY AGREEMENT (GUARANTORS)
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additional insured, as its interest may appear, shall not permit amendment,
cancellation or termination without giving the Agent at least 30 days' prior
written notice thereof, and shall otherwise be in form and substance
satisfactory to the Agent. Reimbursement under any liability insurance
maintained by the Company pursuant to this paragraph 1(e) may be paid directly
to the person who shall have incurred liability covered by such insurance,
provided that if there is no Unmatured Event or Event of Default (whether
before or after any event which caused any reimbursement under any liability
insurance) the Company may use the proceeds of such insurance solely to repair
or replace the property damaged.
(f) Taxes, Etc. The Company will pay promptly, and
within the time that they can be paid without interest or penalty, any taxes,
assessments and similar imposts and charges, except to the extent that payment
of any of the foregoing is then being contested in good faith by appropriate
legal proceedings and with respect to which adequate financial reserves have
been established on the books and records of the Company for payment thereof,
which are now or hereafter may become a Lien upon any of the Collateral. If
the Company fails to pay any such taxes, assessments or other imposts or
charges or fails to establish such adequate financial reserves on its books and
records for payment thereof in accordance with this Section, the Agent shall
have the option to do so and the Company agrees to repay forthwith all amounts
so expended by the Agent with interest at the Overdue Rate.
(g) Further Assurances. The Company will do all acts and
things and will execute all financing statements and writings reasonably
requested by the Agent to establish, maintain and continue a perfected and
valid security interest of the Agent in the Collateral, and will promptly on
demand pay all reasonable costs and expenses of filing and recording all
instruments, including the costs of any searches reasonably deemed necessary by
the Agent, to establish and determine the validity and the priority of the
Agent's security interests. A carbon, photographic or other reproduction of
this Security Agreement or any financing statement covering the Collateral
shall be sufficient as a financing statement.
(h) List of Patents, Copyrights, Mask Works and
Trademarks. Attached hereto as Schedule 1(h)(i) is a list of all patents and
patent applications owned by the Company. Attached hereto as Schedule 1(h)(ii)
is a list of all registered copyrights and all mask works and applications
therefor owned by the Company. Attached hereto as Schedule 1(h)(iii) is a list
of all trademarks and service marks owned by the Company. If the Company at
any time owns any additional patents, copyrights, mask works, trademarks or any
applications therefor not listed on such schedules, the Company shall give the
Agent prompt written notice thereof and hereby authorizes the Agent to modify
this Agreement by amending Schedules 1(h)(i), 1(h)(ii) and 1(h)(iii) to include
all future patents, copyrights, mask works, trademarks and applications
therefor and agrees to execute all further instruments and agreements, if any,
if requested by the Agent to evidence the Agent's interest therein.
(i) Maintenance of Tangible Collateral. The Company will
cause the tangible Collateral material to the conduct of its business to be
maintained and preserved in good repair, working order and condition and from
time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto
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necessary in order that the business carried on in connection therewith may be
properly conducted at all times in accordance with customary and prudent
business practices for similar businesses. The Company shall promptly furnish
to the Agent a statement respecting any loss or damage to any of the tangible
Collateral.
(j) Special Rights Regarding Receivables. Upon an Event
of Default, the Agent or any of its agents may verify, directly with each
person (collectively, the "Obligors") which owes any Receivables to the
Company, the Receivables in any manner. The Agent or any of its agents may, at
any time from time to time after and during the continuance of an Event of
Default, notify the Obligors of the security interest of the Agent in the
Collateral and/or direct such account debtors that all payments in connection
with such obligations and the Collateral be made directly to the Agent in the
Agent's name. If the Agent or any of its agents shall collect such obligations
directly from the Obligors, the Agent or any of its agents shall have the
right to resolve any disputes relating to returned goods directly with the
Obligors in such manner and on such terms as the Agent or any of its agents
shall deem appropriate. Upon an Event of Default, the Company directs and
authorizes any and all of its present and future account debtors to comply with
requests for information from the Agent, the Agent's designees and agents
and/or auditors, relating to any and all business transactions between the
Company and the Obligors. Upon an Event of Default, the Company further
directs and authorizes all of its Obligors upon receiving a notice or request
sent by the Agent or the Agent's agents or designees to pay directly to the
Agent any and all sums of money or proceeds now or hereafter owing by the
Obligors to the Company, and any such payment shall act as a discharge of any
debt of such Obligor to the Company in the same manner as if such payment had
been made directly to the Company. The Company agrees to take any and all
action as the Agent may reasonably request to assist the Agent in exercising
the rights described in this Section.
(k) Maintenance of Intellectual Property and Other
Intangible Collateral. The Company shall preserve and maintain all rights of
the Company and the Agent in all material Intellectual Property and all other
material intangible Collateral, including without limitation the payment of all
maintenance fees, filing fees and the taking of all appropriate action at the
Company's expense to halt the infringement of any of the Intellectual Property
or other Collateral, provided that, with respect to halting the infringement of
any Intellectual Property or other Collateral, the Company does not need to
take all such appropriate action if the Company has, or after event of default
the Required Lenders have, reasonably determined that it is not in its best
interest to demand or enforce cessation of such infringement or other conduct
because it is either not material or because the adverse consequences to the
Company would outweigh the benefits gained by such demand or enforcement.
2. Events of Default. The occurrence of any Event of Default
under the Credit Agreement shall be deemed an event of default under this
Security Agreement.
3. Remedies. Upon the occurrence of any event of default
specified in Paragraph 2 hereof, the Agent shall have and may exercise any one
or more of the rights and remedies provided to it under this Security Agreement
or any of the other Operative Documents or
SECURITY AGREEMENT (GUARANTORS)
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provided by law, including but not limited to all of the rights and remedies of
a secured party under the Uniform Commercial Code, and each Company hereby
agrees to assemble the Collateral and make it available to the Agent at a place
to be designated by the Agent which is reasonably convenient to both parties,
authorizes the Agent to take possession of the Collateral with or without
demand and with or without process of law and to sell and dispose of the same
at public or private sale and to apply the proceeds of such sale to the costs
and expenses thereof (including reasonable attorneys' fees and disbursements,
incurred by the Agent) and then to the payment and satisfaction of the Secured
Obligations. Any requirement of reasonable notice shall be met if the Agent
sends such notice to the Companies, by registered or certified mail, at least
10 days prior to the date of sale, disposition or other event giving rise to a
required notice. The Agent or any Lender may be the purchaser at any such
sale. Each Company expressly authorizes such sale or sales of the Collateral
in advance of and to the exclusion of any sale or sales of or other realization
upon any other collateral securing the Secured Obligations. The Agent shall
have no obligation to preserve rights against prior parties. Each Company
hereby waives as to the Agent and each Lender any right of marshaling of such
Collateral and any other collateral for the Secured Obligations. To this end,
each Company hereby expressly agrees that any such collateral or other security
of the Company or any other party which the Agent may hold, or which may come
to any of the Lenders or any of their possession, may be dealt with in all
respects and particulars as though this Security Agreement were not in
existence. The Company shall be liable for any deficiency remaining after
disposition of the Collateral.
4. Special Remedies Concerning Certain Collateral.
(a) Upon the occurrence of any event of default, each
Company shall, if requested to do so in writing, and to the extent so requested
(i) promptly collect and enforce payment of all amounts due the Company on
account of, in payment of, or in connection with, any of the Collateral, (ii)
hold all payments in the form received by the Company as trustee for the Agent,
without commingling with any funds belonging to the Company, and (iii)
forthwith deliver all such payments to the Agent with endorsement to the
Agent's order of any checks or similar instruments.
(b) Upon the occurrence of any event of default, each
Company shall, if requested to do so, and to the extent so requested, notify
all Obligors and other persons with obligations to the Company on account of or
in connection with any of the Collateral of the security interest of the Agent
in the Collateral and direct such account debtors and other persons that all
payments in connection with such obligations and the Collateral be made
directly to the Agent. The Agent itself may, upon the occurrence of an event
of default, so notify and direct any such account debtor or other person that
such payments are to be made directly to the Agent.
(c) Upon the occurrence of any event of default, for
purposes of assisting the Agent in exercising its rights and remedies provided
to it under this Security Agreement, each Company (i) hereby irrevocably
constitutes and appoints the Agent its true and lawful attorney, for and in the
Company's name, place and stead, to collect, demand, receive, xxx for,
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compromise, and give good and sufficient releases for, any monies due or to
become due on account of, in payment of, or in connection with the Collateral,
(ii) hereby irrevocably authorizes the Agent to endorse the name of the
Company, upon any checks, drafts, or similar items which are received in
payment of, or in connection with, any of the Collateral, and to do all things
necessary in order to reduce the same to money, (iii) with respect to any
Collateral, hereby irrevocably assents to all extensions or postponements of
the time of payment thereof or any other indulgence in connection therewith, to
each substitution, exchange or release of Collateral, to the addition or
release of any party primarily or secondarily liable, to the acceptance of
partial payments thereon and the settlement, compromise or adjustment
(including adjustment of insurance payments) thereof, all in such manner and at
such time or times as the Agent shall deem advisable and (iv) hereby
irrevocably authorizes the Agent to notify the post office authorities to
change the address for delivery of the Company's mail to an address designated
by the Agent, and the Agent may receive, open and dispose of all mail addressed
to the Company. Notwithstanding any other provisions of this Security
Agreement, it is expressly understood and agreed that the Agent shall have no
duty, and shall not be obligated in any manner, to make any demand or to make
any inquiry as to the nature or sufficiency of any payments received by it or
to present or file any claim or take any other action to collect or enforce the
payment of any amounts due or to become due on account of or in connection with
any of the Collateral.
5. Remedies Cumulative. No right or remedy conferred upon or
reserved to the Agent under any Operative Document is intended to be exclusive
of any other right or remedy, and every right and remedy shall be cumulative in
addition to every other right or remedy given hereunder or now or hereafter
existing under any applicable law. Every right and remedy of the Agent under
any Operative Document or under applicable law may be exercised from time to
time and as often as may be deemed expedient by the Agent. To the extent that
it lawfully may, each Company agrees that it will not at any time insist upon,
plead, or in any manner whatever claim or take any benefit or advantage of any
applicable present or future stay, extension or moratorium law, which may
affect observance or performance of any provisions of any Operative Document;
nor will it claim, take or insist upon any benefit or advantage of any present
or future law providing for the valuation or appraisal of any security for its
obligations under any Operative Document prior to any sale or sales thereof
which may be made under or by virtue of any instrument governing the same; nor
will such Company, after any such sale or sales, claim or exercise any right,
under any applicable law to redeem any portion of such security so sold.
6. Conduct No Waiver. No waiver of default shall be effective
unless in writing executed by the Agent and waiver of any default or
forbearance on the part of the Agent in enforcing any of its rights under this
Security Agreement shall not operate as a waiver of any other default or of the
same default on a future occasion or of such right.
7. Governing Law; Consent to Jurisdiction; Definitions. This
Security Agreement is a contract made under, and shall be governed by and
construed in accordance with, the law of the State of Michigan applicable to
contracts made and to be performed entirely within such State and without
giving effect to choice of law principles of such State. Each Company agrees
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that any legal action or proceeding with respect to this Security Agreement or
the transactions contemplated hereby may be brought in any court of the State
of Michigan, or in any court of the United States of America sitting in
Michigan, and the Company hereby submits to and accepts generally and
unconditionally the jurisdiction of those courts with respect to its person and
property, and irrevocably appoints the Vice President-Finance of the Company,
at the Company's address set forth in the Guaranty, as its agent for service of
process and irrevocably consents to the service of process in connection with
any such action or proceeding by personal delivery to such agent or to the
Company or by the mailing thereof by registered or certified mail, postage
prepaid to the Company at its address set forth in the Guaranty. Nothing in
this paragraph shall affect the right of the Agent to serve process in any
other manner permitted by law or limit the right of the Agent to bring any such
action or proceeding against any Company or its property in the courts of any
other jurisdiction. Each Company hereby irrevocably waives any objection to
the laying of venue of any such suit or proceeding in the above described
courts. Terms used but not defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement. Unless otherwise defined herein or
in the Credit Agreement, terms used in Article 9 of the Uniform Commercial Code
in the State of Michigan are used herein as therein defined on the date hereof.
The headings of the various subdivisions hereof are for convenience of
reference only and shall in no way modify any of the terms or provisions
hereof.
8. Notices. All notices, demands, requests, consents and other
communications hereunder shall be delivered and shall be effective in the
manner specified in Section 8.2 of the Credit Agreement to the address of each
Company specified in the Guaranty.
9. Rights Not Construed as Duties. The Agent neither assumes nor
shall it have any duty of performance or other responsibility under any
contracts in which the Agent has or obtains a security interest hereunder. If
any Company fails to perform any agreement contained herein, the Agent may but
is in no way obligated to itself perform, or cause performance of, such
agreement, and the reasonable expenses of the Agent incurred in connection
therewith shall be payable by the Companies under paragraph 12. The powers
conferred on the Agent hereunder are solely to protect its interests in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and accounting
for monies actually received by it hereunder and except as otherwise required
under applicable law, the Agent shall have no duty as to any Collateral or as
to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral.
10. Amendments. None of the terms and provisions of this Security
Agreement may be modified or amended in any way except by an instrument in
writing executed by each of the parties hereto.
11. Severability. If any one or more provisions of this Security
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected, impaired or prejudiced thereby.
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12. Expenses.
(a) Each Company agrees to indemnify the Agent from and
against any and all claims, losses and liabilities growing out of or resulting
from this Security Agreement (including, without limitation, enforcement of
this Security Agreement), except claims, losses or liabilities resulting from
the Agent's gross negligence or willful misconduct.
(b) Each Company will, upon demand, pay to the Agent an
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the Agent may
incur in connection with (i) the administration of this Security Agreement,
(ii) the custody, preservation, use or operation of, or the sale of, collection
from or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Agent hereunder or under the Operative
Documents, or (iv) the failure of the Company to perform or observe any of the
provisions hereof.
13. Successors and Assigns; Termination. This Security Agreement
shall create a continuing security interest in the Collateral and shall be
binding upon each Company, its successors and assigns, and inure, together with
the rights and remedies of the Agent hereunder, to the benefit of the Agent and
its successors, transferees and assigns. Upon the payment in full in
immediately available funds of all of the Secured Obligations and the
termination of all commitments to lend under the Operative Documents, the
security interest granted hereunder shall terminate and all rights to the
Collateral shall revert to the Companies.
14. Waiver of Jury Trial. The Agent and the Lenders, in accepting
this Security Agreement, and the Companies, after consulting or having had the
opportunity to consult with counsel, knowingly, voluntarily and intentionally
waive any right any of them may have to a trial by jury in any litigation based
upon or arising out of this Security Agreement or any related instrument or
agreement or any of the transactions contemplated by this Security Agreement or
any course of conduct, dealing, statements (whether oral or written) or actions
of any of them. Neither the Agent, the Lenders nor the Companies shall seek to
consolidate, by counterclaim or otherwise, any such action in which a jury
trial has been waived with any other action in which a jury trial cannot be or
has not been waived. These provisions shall not be deemed to have been
modified in any respect or relinquished by either the Agent, the Lenders or the
Companies except by a written instrument executed by all of them.
15. Waiver of Subrogation Rights. Each Company waives all rights
of subrogation, reimbursement or indemnity whatsoever and any rights of
recourse to security for the debts and obligations of the Borrower, unless and
until the Secured Obligations have been irrevocably paid in full.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first written above.
KEY PLASTICS INTERNATIONAL L.L.C.
By: Xxxx X. Xxxx
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Key Plastics, Inc., its Member
By: Xxxx X. Xxxx
Its: Assistant Secretary
and By: Xxxx X. Xxxx
------------------------------
Xxxxx X. Xxxxxx, its Member
By: Xxxx X. Xxxx pursuant to
Power-of-Attorney
-11a-
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first written above.
KEY PLASTICS AUTOMOTIVE L.L.C.
By: Xxxx X. Xxxx
------------------------------
Key Plastics, Inc., its Member
By: Xxxx X. Xxxx
Its: Assistant Secretary
and By: Xxxx X. Xxxx
------------------------------
Xxxxx X. Xxxxxx, its Member
By: Xxxx X. Xxxx pursuant to
Power-of-Attorney
-11b-
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first written above.
KEY PLASTICS TECHNOLOGY, L.L.C.
By: Xxxx X. Xxxx
------------------------------
Key Plastics, Inc., its Member
By: Xxxx X. Xxxx
Its: Assistant Secretary
and By: Xxxx X. Xxxx
------------------------------
Xxxxx X. Xxxxxx, its Member
By: Xxxx X. Xxxx pursuant to
Power-of-Attorney
-11c-
14
IN WITNESS WHEREOF, each Company has caused this Security Agreement to
be duly executed as of the day and year first set forth above.
KEY PLASTICS INTERNATIONAL L.L.C.
By:
___________________________________
Its:
__________________________________
KEY PLASTICS AUTOMOTIVE L.L.C.
By:
___________________________________
Its:
___________________________________
KEY PLASTICS TECHNOLOGY, L.L.C.
By:
___________________________________
Its:
___________________________________
NBD BANK, as Agent and
on behalf of the Lenders
BY: [sig]
--------------------------------
Its: Vice President
---------------------------
SECURITY AGREEMENT (GUARANTORS)
- 11 -
15
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MICHIGAN )
) ss.
COUNTY OF Xxxxx )
The foregoing Security Agreement was acknowledged before me on this
24th day of March, 1997 by Xxxx X. Xxxx, on behalf of Key Plastics
International L.L.C., a Michigan limited liability company.
(SEAL) Notary Public
Xxxxxx X. Xxxxxx
--------------------------------
(Notary Seal)
STATE OF MICHIGAN )
) ss.
COUNTY OF Xxxxx )
The foregoing Security Agreement was acknowledged before me on this
24th day of March, 1997 by Xxxx X. Xxxx, on behalf of Key Plastics Automotive
L.L.C., a Michigan limited liability company.
(SEAL) Notary Public
Xxxxxx X. Xxxxxx
--------------------------------
(Notary Seal)
SECURITY AGREEMENT (GUARANTORS)
- 12 -
16
STATE OF INDIANA )
) ss.
COUNTY OF Xxxxx )
The foregoing security agreement was acknowledged before me on this
24th day of March, 1997 by Xxxx X. Xxxx, on behalf of Key Plastics Technology,
L.L.C., an Indiana limited liabilitY company.
(SEAL) Notary Public
Xxxxxx X. Xxxxxx
--------------------------------
(Notary Seal)
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MICHIGAN )
) ss.
COUNTY OF Xxxxx )
The foregoing security agreement was acknowledged before me on this
24th day of March, 1997 by Xxxxxx X. Xxxxx, the vice president of nbd bank, as
agent, a michigan banking corporation, on behalf of said corporation.
(seal) Notary Public
Xxxxxx X. Xxxxxx
--------------------------------
(Notary Seal)
SECURITY AGREEMENT (GUARANTORS)
- 13 -