OMNIBUS CONSENT, WAIVER AND AMENDMENT
Exhibit 10.2
This OMNIBUS CONSENT, WAIVER AND AMENDMENT (this “Consent”) is dated as of June 6, 2019 and is entered into by and among HORIZON GLOBAL CORPORATION, a Delaware corporation (“Parent Borrower”), HORIZON GLOBAL AMERICAS INC., a Delaware corporation (“Horizon Americas”) (f/k/a Cequent Performance Products, Inc., a Delaware corporation and successor by merger with Cequent Consumer Products, Inc., an Ohio corporation), CEQUENT UK LIMITED, a company incorporated in England and Wales with company number 08081641 (“Cequent UK”), CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario (“Cequent Canada”, and together with Parent Borrower, Horizon Americas and Cequent UK, collectively, “Borrowers”), Horizon Global Company LLC, a Delaware limited liability company (“Horizon Global”), the other Persons party to this Consent as Obligors, the financial institutions party to this Consent as Lenders, and BANK OF AMERICA, N.A., a national banking association, in its capacity as agent for itself and the other Secured Parties (“Agent”).
RECITALS
WHEREAS, the Borrowers, the other Obligors party hereto, the Agent and the Lenders have entered into that certain Amended and Restated Loan Agreement dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”);
WHEREAS, the Borrowers and the other Obligors have requested that the Agent and Lenders (i) consent to the dissolution and liquidation of certain Subsidiaries identified on Schedule 1 attached hereto subject to the terms and conditions set forth below (the “Proposed Reorganization”); (ii) waive the requirements set forth in Section 8.5 of the Loan Agreement to establish and maintain Agent’s control of, and first priority perfected Lien on, the Deposit Accounts identified on Schedule 2 attached hereto (the “Westfalia Deposit Accounts”); (iii) amend the Amended and Restated ABL Guarantee and Collateral Agreement and the Loan Agreement to provide for such limitations and qualifications of each German Domiciled Obligor as set forth herein; and (iv) amend Schedule I {Post-Closing Schedule} to the Seventh Amendment to modify certain post-closing requirements regarding Westfalia-Automotive GmbH;
WHEREAS, subject to the terms of this Consent, the Agent and Lenders have agreed (i) to consent to the Proposed Reorganization; (ii) to waive the requirements set forth in Section 8.5 of the Loan Agreement with respect to the Westfalia Deposit Accounts; (iii) to amend the Amended and Restated ABL Guarantee and Collateral Agreement and the Loan Agreement to provide for certain limitations and qualifications to each German Domiciled Obligor as set forth herein; and (iv) to amend Schedule I {Post-Closing Schedule} to the Seventh Amendment to modify certain post-closing requirements regarding Westfalia-Automotive GmbH as set forth herein;
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Loan Documents and this Consent, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Initially capitalized terms used but not otherwise defined in this Consent have the respective meanings set forth in the Loan Agreement.
ARTICLE II
RECITALS
The foregoing Recitals are hereby made a part of this Consent.
ARTICLE III
LIMITED CONSENT AND WAIVER UNDER THE LOAN AGREEMENT
3.01Limited Consent and Waiver.
(a)The Obligors hereby acknowledge that the Proposed Reorganization is not permitted under Section 10.2.3 of the Loan Agreement. The Obligors have therefore requested that the Agent and Lenders consent to the consummation of the Proposed Reorganization. Subject to the occurrence of the Consent Effective Date, the Agent and the Required Lenders party hereto hereby consent to the consummation of the Proposed Reorganization and waive any Events of Default that would have otherwise resulted therefrom so long as (i) the assets, if any, of the entities listed on Schedule 1, shall be distributed or otherwise transferred to an Obligor that is not listed on Schedule 1; and (ii) the Borrowers shall deliver to the Agent, as soon as available, and in any event not later than the next monthly financial statements due under Section 10.1.2(c) of the Loan Agreement after giving effect to any portion of the Proposed Reorganization, an updated organization chart which accurately shows the Borrowers and Obligors after giving effect to implementing all or any portion of the Proposed Reorganization.
(b)The Obligors hereby acknowledge that the Loan Agreement requires that they establish and maintain Agent’s control of, and first priority perfected Lien on, the Westfalia Deposit Accounts. The Obligors have requested that Agent and Lenders waive the requirement that they establish and maintain Agent’s control of, and first priority perfected Lien on, the Westfalia Deposit Accounts. Subject to the occurrence of the Consent Effective Date, the Agent and Required Lenders party hereto hereby waive the requirement that Obligors establish and maintain Agent’s control of, and first priority perfected Lien on, the Westfalia Deposit Accounts and waive any Events of Default that would have otherwise resulted therefrom so long as the Westfalia Deposit Accounts are pledged to third party creditors and/or suppliers.
(c)The consents and waivers in this Section 3.01 shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach, Default or Event of Default nor as a waiver of any breach, Default or Event of Default of which the Agent and the Lenders have not been informed by the Obligors, (ii) affect the right of the Agent or the Lenders to demand compliance by the Obligors with all terms and conditions of the Loan Documents, except as specifically waived by this Consent, (iii) be deemed a waiver of or consent to any transaction or future action on the part of any Obligor requiring the Agent’s or any Lender’s consent or approval under the Loan Documents, other than as expressly set forth herein, or (iv) except as consented to hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or the Lenders’ exercise of any rights or remedies under the Loan Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each Obligor hereby represents and warrants to each Lender and the Agent, as of the date hereof and as of the Consent Effective Date, as follows:
4.01Authority. The execution, delivery and performance by such Obligor of this Consent, and the transactions contemplated hereby or thereby, have been duly authorized by all necessary action, and this Consent is a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
4.02Representations and Warranties. Each representation and warranty of such Obligor in the Loan Documents is true and correct as of the date hereof, after giving effect to this Consent (except for representations and warranties that expressly relate to an earlier date and except for the representations and warranties set forth in Section 9.1.4(d) {No Material Adverse Change} and Section 9.1.15(d) {Solvency} of the Loan Agreement).
4.03Governmental Approvals; No Conflicts. The execution, delivery, and performance by such Obligor of this Consent (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) will not violate any Applicable Law or regulation or the charter, by-laws or other organizational documents of any Obligor or any Subsidiary of any Obligor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary of any Obligor or their assets, or give rise to a right thereunder to require any payment to be made by any Obligor or any Subsidiary of any Obligor, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, (d) will not result in the creation or imposition of any Lien on any asset of any Obligor or any Subsidiary of any Obligor, except Liens created under the Loan Documents and Liens permitted by Section 10.2.2 of the Loan Agreement, and (e) do not require any acknowledgement, agreement or consent under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary of any Obligor or their assets, except for such acknowledgements, agreements and consents as have been obtained or made and are in full force and effect, and such acknowledgements, agreements or consents the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.
4.04No Defaults. No Default or Event of Default has occurred and is continuing.
4.05Beneficial Ownership Certification. As of the date hereof, the information included in the Beneficial Ownership Certification (as defined in the Loan Agreement after giving effect to this Consent), if applicable, is true and correct in all respects.
4.06Best Interest of the Borrower. That the Proposed Reorganization is in the best interests of the Obligors and is not materially disadvantageous to the Lenders.
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ARTICLE V
AMENDMENT TO AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT
5.01Amendments to Amended and Restated ABL Guarantee. As of the date hereof, Section 2.9 of the Amended and Restated ABL Guarantee and Collateral Agreement is hereby amended to read in its entirety as follows:
“2.9 German Domiciled Obligors. In the case that during the lifetime of this Agreement the directors of a German Domiciled Obligor reasonably expect to suffer a personal liability in the case of a demand under the guarantee and indemnity, the Agent and Lenders agree to enter into negotiations with that German Domiciled Obligor in order to limit the guarantee and indemnity in order to avoid a personal liability of the directors of that German Domiciled Obligor.”
5.02Amendments to ABL Credit Agreement.
(a)As of the date hereof, Section 5.6 of the Loan Agreement is hereby amended to read in its entirety as follows:
“5.6 Dominion Account. The available amount in the Dominion Accounts of each Borrower as of the end of a Business Day shall be applied to the Obligations of the Obligor Group to which such Borrower belongs at the beginning of the next Business Day during any Dominion Trigger Period; provided that during any Dominion Trigger Period, Obligors shall cause all amounts in excess of $400,000 in the aggregate in the Deposit Accounts of Canadian Borrower (taken as a whole) to be wire transferred in immediately available funds no later than the Business Day after exceeding such threshold as follows: (i) to the extent such monies are in U.S. Dollars, to the New York Account, and (ii) to the extent such monies are in Canadian Dollars, to the Toronto Account. All such amounts shall be applied to the Canadian Facility Obligations. Notwithstanding the foregoing, (i) the Obligors shall not have any obligation to deposit any proceeds of any Senior Term Loan into a Dominion Account or otherwise cause the same to be applied to the Obligations while any Dominion Trigger Period is in effect and (ii) so long as no Event of Default shall have occurred and be continuing, Agent shall not initiate a sweep of balances in (A) the operating account of Horizon Global Company LLC ending in ’89, (B) the account of Cequent UK Limited ending in ‘7981, (C) the account of X.X. Xxxxxx Limited ending in ‘868 or (D) the account of Cequent UK Limited ending in ‘2002. If a credit balance results from such application, it shall not accrue interest in favor of Borrowers and shall be made available to Borrowers of the applicable Borrower Group as long as no Default exists.”
(b)As of the date hereof, Section 5.10.4 of the Loan Agreement is hereby amended to read in its entirety as follows:
“5.10.4 German Guarantee Limitation. In the case that during the lifetime of this Agreement the directors of a German Domiciled Obligor reasonably expect to suffer a personal liability in the case of a demand under the guarantee and indemnity, the Agent and Lenders agree to enter into negotiations with that German Domiciled Obligor in order to limit the guarantee and indemnity in order to avoid a personal liability of the directors of that German Domiciled Obligor.”
5.03Amendments to Post-Closing Schedule. Section 1(b) of Schedule 1 {Post-Closing Schedule} to the Seventh Amendment is hereby amended by adding at the end thereof the following new unnumbered paragraph:
“Notwithstanding anything to the contrary contained in this Section 1(b), Westfalia-Automotive GmbH shall only be required to use commercially reasonable efforts to take all actions and receive all third party consents necessary (subject to the Agreed Security Principles) to satisfy the items described below no later than October 4, 2019 (or, in each case, such longer periods as the Agent may agree in writing):
(a) a German law security transfer agreement relating to the security transfer of all moveable property (including stock and inventory) over which security shall be granted; and
(b) such legal opinions as may be necessary in relation to the German law security transfer agreement relating to the security transfer of all moveable property (including stock and inventory) of Westfalia-Automotive GmbH.”
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ARTICLE VI
CONDITIONS PRECEDENT AND FURTHER ACTIONS
6.01Conditions Precedent. The limited consent and waiver in Article III and the amendments in Article V shall be deemed effective as of the date first set forth above when each of the following conditions precedent have been satisfied in form and substance satisfactory to the Agent and its counsel (such date, the “Consent Effective Date”):
(a)The Agent shall have received duly executed counterparts of this Consent which, when taken together, bear the authorized signatures of the Obligors, the Agent and the Required Lenders;
(b)The Agent shall have received fully executed consents from each of the required Term Lenders approving the Proposed Reorganization on such terms and conditions as Agent shall approve; and
(c)The Borrowers shall have paid all fees and expenses (provided that legal fees required to be paid as a condition precedent to the occurrence of the Consent Effective Date shall be limited to such legal fees as to which Borrowers have received a summary invoice) owed to and/or incurred by the Agent in connection with this Consent (which the Agent, in its discretion, may collect from Borrowers by charging the same as a Revolving Loan).
6.02Further Actions. Each of the Obligors to this Consent agrees that at any time and from time to time upon the written request of the Agent, it will execute and deliver such further documents and do such further acts and things as the Agent may reasonably request in order to effect the purposes of this Consent.
ARTICLE VII
REAFFIRMATION
Each Obligor hereby (i) acknowledges and consents to this Consent; (ii) reaffirms its obligations under the Guaranties, the Security Documents and the other Loan Documents; (iii) reaffirms the Liens granted by it pursuant to the Security Documents; and (iv) confirms that the Guaranties, the Security Documents and the other Loan Documents remain in full force and effect, without defense, offset or counterclaim. Although each Guarantor has been informed of the terms of the Consent, such Guarantor hereby confirms that it understands and agrees that the Agent and the Lenders have no duty to so notify such Guarantor or any other guarantor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transaction, past or future.
ARTICLE VIII
MISCELLANEOUS
8.01Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Obligors, Agent, Lenders, Secured Parties, and their respective successors and assigns. The successors and assigns of the Obligors include, without limitation, their respective receivers, trustees, and debtors-in-possession.
8.02Further Assurances. Each Obligor party hereto hereby agrees from time to time, as and when requested by the Agent or any Lender, to execute and deliver or cause to be executed and delivered all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or such Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Consent and the other Loan Documents.
8.03Loan Document. This Consent shall be deemed to be a “Loan Document” for all purposes under the Loan Agreement.
8.04Governing Law. THIS CONSENT AND, UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.
8.05Consent to Forum.
(a)Forum. EACH OBLIGOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1 OF THE LOAN AGREEMENT. A FINAL JUDGMENT IN ANY PROCEEDING OF ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.
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(b)Other Jurisdictions. Nothing herein shall limit the right of Agent, any Security Trustee or any Lender to bring proceedings against any Obligor (other than a Mexican Domiciled Obligor) in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law (except with respect to service of process to Mexican Domiciled Obligors). Nothing in this Consent shall be deemed to preclude enforcement by Agent or any Security Trustee of any judgment or order obtained in any forum or jurisdiction. Final judgment against an Obligor in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the country in which such Obligor is domiciled, by suit on the judgment.
(c)Each Mexican Domiciled Obligor waives any right to any jurisdiction (other than as provided under Section 8.04 above and this Section 8.05) to which they may be entitled under Applicable Law, by reason of its present or future domicile, or otherwise, for the purposes of proceedings against or involving any of the Mexican Domiciled Obligors, and waives any objection to those courts on the ground of venue or forum non conveniens.
8.06Severability. Wherever possible, each provision of this Consent shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Consent shall remain in full force and effect.
8.07Entire Agreement. Time is of the essence of this Consent. This Consent constitutes the entire contract among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
8.08Execution in Counterparts. This Consent may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Consent shall become effective on the Consent Effective Date. Delivery of a signature page of this Consent by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.
8.09Costs and Expenses. The Borrowers agree to reimburse Agent for all fees, costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors for advice, assistance, or other representation in connection with this Consent.
8.10Reference to and Effect upon the Loan Documents. The Loan Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof, and are hereby ratified and confirmed. In each case except as expressly provided in this Consent, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of Agent or any Lender under any of the Loan Documents, nor constitute a waiver or amendment of any provision of any of the Loan Documents. Upon the effectiveness of this Consent, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Loan Agreement as amended hereby.
8.11Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.
Balance of Page Intentionally Left Blank
Signature Pages Follow
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IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Consent and the parties have delivered this Consent, each as of the day and year first written above.
OBLIGORS: HORIZON GLOBAL CORPORATION, a Delaware corporation By: /s/ Xxx Goldbaum Name: Xxx Goldbaum Title: General Counsel, Chief Compliance Officer and Corporate Secretary | |
HORIZON GLOBAL AMERICAS INC., a Delaware corporation By: /s/ Xxx Goldbaum Name: Xxx Goldbaum Title: Vice President and Secretary | |
CEQUENT UK LIMITED, a company incorporated in England and Wales with company number 08081641 By: /s/ Xxx Goldbaum Name: Xxx Goldbaum Title: Director CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario By: /s/ Xxx Goldbaum Name: Xxx Goldbaum Title: Vice President and Secretary HORIZON GLOBAL COMPANY LLC, a Delaware limited liability company By: /s/ Xxx Goldbaum Name: Xxx Goldbaum Title: Vice President and Secretary | |
HORIZON INTERNATIONAL HOLDINGS LLC,
a Delaware limited liability company
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
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CEQUENT NEDERLAND HOLDINGS B.V.,
a company formed under the laws of the Netherlands
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
CEQUENT MEXICO HOLDINGS B.V.,
a company formed under the laws of the Netherlands
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
CEQUENT SALES COMPANY DE MEXICO, S. DE X.X. de C.V.,
a limited liability company formed under the laws of Mexico
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
CEQUENT ELECTRICAL PRODUCTS DE MEXICO, S. DE X.X. de
C.V., a limited liability company formed under the laws of Mexico
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
HORIZON GLOBAL DIGITAL LIMITED,
a company incorporated in England and Wales with company number
10932461
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
WESTFALIA UK LIMITED, a company incorporated in England and
Wales with company number 05569242
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
HORIZON GLOBAL EUROPEAN HOLDINGS LIMITED, a company incorporated in England and Wales with company number 08480228
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
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X.X. XXXXXX LIMITED, a company incorporated in England and Wales with company number 01362420
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
TEIJS HOLDING B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
TEIJS B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
TERWA HOLDING B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
TERWA INVESTOR B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
TERWA INNOVATION B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
HORIZON SOURCING B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
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CEQUENT BRAZIL HOLDINGS COOPERATIEF W.A., a Dutch cooperative with statutory liability (coöperatie met wettelijke aansprakelijkheid)
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
HGHK SERVICES C.V., a Dutch limited partnership (commanditaire vennootschap)
Represented by its general partner:
Horizon Euro Finance
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
HG GERMANY HOLDINGS GMBH, a limited liability company incorporated under German law
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
WESTFALIA-AUTOMOTIVE HOLDING GMBH, a limited liability company incorporated under German law
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
WESTFALIA-AUTOMOTIVE GMBH, a limited liability company incorporated under German law
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
XXXXXXXX BETEILIGUNGSGESELLSCHAFT MBH, a limited liability company incorporated under German law
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
WESTFALIA-AUTOMOTIVE BETEILIGUNGSGESELLSCHAFT MBH, a limited liability company incorporated under German law
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
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HORIZON GLOBAL GERMANY GMBH, a limited liability company incorporated under German law
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
WESTFALIA AMERICAN HITCH, INC.,
a Delaware corporation
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
HORIZON REAL FINANCE LLC,
a Delaware limited liability company
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
HORIZON GBP FINANCE LLC,
a Delaware limited liability company
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
HORIZON SOURCING HOLDINGS LLC,
a Delaware limited liability company
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
HORIZON EURO FINANCE LLC,
a Delaware limited liability company
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Vice President and Secretary
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AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent, a U.S. Lender, a UK Lender and UK Swingline Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender and Canadian Swingline Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A. (acting through its London branch), as UK Security Trustee By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President | |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender By: /s/ Xxxxx Nickas Name: Xxxxx Nickas Title: Authorized Signatory XXXXX FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender By: /s/ Xxxxx X. Phillips Name: Xxxxx X. Phillips Title: Senior Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, (London branch), as a UK Lender By: /s/ Alison Powell Name: Alison Powell Title: Authorised Signatory | |
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BANK OF MONTREAL, as a U.S. Lender and a UK Lender By: /s/ Xxxxx Friedlander Name: Xxxxx Friedlander Title: Managing Director BANK OF MONTREAL, Toronto Branch, as a Canadian Lender By: /s/ Xxxxx Xxxxxxx-Hernandez Name: Xxxxx Xxxxxxx-Hernandez Title: Managing Director | |
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SCHEDULE 1
The following entities will be dissolved and liquidated:
1. | Horizon Sourcing B.V., a Dutch private limited liability company |
2. | Horizon Sourcing Holdings LLC, a Delaware limited liability company |
3. | HGHK Services C.V., a Dutch limited partnership |
4. | Westfalia American Hitch Inc., a Delaware corporation |
5. | Westfalia UK Ltd., a company incorporated in England and Wales with company number 05569242 |
6. | TeIJs Holding B.V., a Dutch private limited liability company |
7. | TeIJS B.V., a Dutch private limited liability company |
8. | Terwa Holding B.V., a Dutch private limited liability company |
9. | Terwa Innovation B.V., a Dutch private limited liability company |
10. | Terwa Investors B.V., a Dutch private limited liability company |
11. | Horizon Euro Finance LLC, a Delaware limited liability company |
12. | Xxxxxxxx Beteiligungsgesellschaft mbH, a limited liability company incorporated under German law |
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SCHEDULE 2
Pledgor | Account No./IBAN | Name and Address of the Account Bank |
Westfalia Automotive GmbH | XX00000000000000000000 | Deutsche Bank Gütersloh, Postfach 14 54 33244 Gütersloh |
Westfalia Automotive GmbH | XX00000000000000000000 | Volksbank Bielefeld- Xxxxxxxxx xX, Xxxxxxxx 00 29, 33353 Xxxxx- Wiedenbruck |
Westfalia Automotive GmbH | XX00000000000000000000 | Volksbank Bielefeld- Xxxxxxxxx xX, Xxxxxxxx 00 29, 33353 Xxxxx- Wiedenbruck |
Westfalia Automotive GmbH | XX00000000000000000000 | Volksbank Bielefeld- Xxxxxxxxx xX, Xxxxxxxx 00 00, 33353 Xxxxx- Wiedenbruck |
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