Ldm Technologies Co Sample Contracts

Ldm Technologies Co – SENIOR SUBORDINATED NOTES DUE 2007 (July 3rd, 2002)

EXHIBIT 99.1 LDM TECHNOLOGIES, INC. ANNOUNCES AMENDMENT TO EXCHANGE OFFER FOR ITS 10.75% SENIOR SUBORDINATED NOTES DUE 2007 Auburn Hills, Michigan, July 2, 2002 - LDM Technologies, Inc. (the "Company" or "LDM") today announced that it has extended the expiration date for its exchange offer (the "Exchange Offer") for any and all $110 million in outstanding principal amount of its 10.75% senior subordinated notes due 2007 (144A - CUSIP No. 50182PAC3) (the "Old Notes"). The expiration date for the Exchange Offer has been extended from 11:59 p.m., New York City time, on July 2, 2002 to 11:59 p.m., New York City time, on July 16, 2002, unless further extended. As of 3:00 p.m. July 2, 2002, the Company had received no additional tenders from holders of the Old Notes outstanding. The complete terms of the Exchange Offer are contained in the Offering Memor

Ldm Technologies Co – SALES REPRESENTATION AGREEMENT (April 17th, 1997)

1 EXHIBIT 10.21 SALES REPRESENTATION AGREEMENT THIS AGREEMENT, made this 1st day of November, 1993, between ARROW MOLDED PLASTICS, INC. an Ohio corporation having its principal office at 600 S. Clinton, Circleville, Ohio 43113 (hereinafter referred to as "Principal"), and NIVCO SALES a sole proprietorship, having its principal office at 6430 Fireside Court, Clarkston, Michigan 48348. NIVCO SALES is a wholly owned company of Vincent P. Buscemi and is hereinafter sometimes referred to as "Agent". WITNESSETH: 1. A. Principal hereby appoints Agent as its exclusive sales representative (to the exclusion of all others, including in such exclusion, without limitation, Principal) to represent Principal in the sale of all its products (the "Products") as listed on Exhibit A, which is part hereof, to the Customers as shown on Exhibit B, which is a part hereof, regardless of the destination to

Ldm Technologies Co – SALES REPRESENTATION AGREEMENT (April 17th, 1997)

1 EXHIBIT 10.20 SALES REPRESENTATION AGREEMENT THIS AGREEMENT, made this 1st day of January, 1995, between ARROW MOLDED PLASTICS, INC. an Ohio corporation having its principal office at 600 S. Clinton, Circleville, Ohio 43113 (hereinafter referred to as "Principal"), and MTH SALES, a sole proprietorship, having its principal office at 3202 Ravinewood, Commerce Twp., MI. 48382. MTH SALES is a wholly owned company of Michael T. Heneka and is hereinafter referred to as "Agent". WITNESSETH: 1. A. Principal hereby appoints Agent as its exclusive sales representative (to the exclusion of all others, including in such exclusion, without limitation, Principal) to represent Principal in the sale of all of its products (the "Products") as listed on Exhibit A, which is part hereof, to the Customers as shown on Exhibit B, which is a part hereof, regardless of the destination

Ldm Technologies Co – INTERIM STOCK REDEMPTION AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.6 INTERIM STOCK REDEMPTION AGREEMENT THIS AGREEMENT ("Agreement"), effective April 22, 1996, is by and among LDM INDUSTRIES INC., a Michigan corporation ("LDM"), and RICHARD J. NASH, TRUSTEE; MICHAEL POLSELLI, TRUSTEE; and JOE BALOUS, TRUSTEE (individually a "Shareholder", and collectively the "Shareholders"). RECITALS: A. The Shareholders are presently the owners of all of the issued and outstanding stock of LDM and may acquire additional shares of such stock in the future. B. LDM and the Shareholders believe that it is in their best interests to create a market for the disposition of the stock of LDM upon the death of a Shareholder. C. LDM and the Shareholders currently are negotiating the terms of a comprehensive stock redemption agreement ("SRA"), to be executed in the near future. D. LDM has purchased, and is purchasing additio

Ldm Technologies Co – INTELLECTUAL PROPERTY SECURITY AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.4 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of January 22, 1997, made by LDM Technologies, Inc., a Michigan corporation (the "Grantor") in favor of BankAmerica Business Credit, Inc., as agent for the financial institutions party to the Loan and Security Agreement referred to below (in such capacity, the "Agent"). WITNESSETH: WHEREAS, the Grantor has entered into a Loan and Security Agreement, dated as of January 22, 1997, among the Grantor, the financial institutions party thereto (the "Lenders") and the Agent (said agreement, as it may hereafter be amended or otherwise modified from time to time, being the "Loan and Security Agreement" and the terms defined therein and not otherwise defined herein being used herein having the meanings therein assigned); and

Ldm Technologies Co – PROMISSORY NOTE (February 14th, 1997)

1 EXHIBIT 10.9 PROMISSORY NOTE $3,000,000 SEPTEMBER 28, 1996 FOR VALUE RECEIVED, the undersigned, LDM INDUSTRIES INC., a Michigan corporation (the "Maker"), hereby promises to pay to the order of MICHAEL POLSELLI (the "Holder"), the principal sum of Three Million and No/100 Dollars ($3,000,000), together with interest at the rate of six and one-half percent (6-1/2%) per annum, payable in twenty-three (23) monthly installments of principal of Ninety Thousand and No/100 Dollars ($90,000) each, together with accrued interest, beginning on October 27, 1996 and one final payment on or before September 27, 1998, equal to the entire outstanding balance of this Note, together with accrued interest. Maker shall be in default ("Default") under this Note, upon any failure of Maker to make any payment when due under this Note or

Ldm Technologies Co – AMENDMENT TO LEASE (February 14th, 1997)

1 EXHIBIT 10.13 AMENDMENT TO LEASE Amendment to Lease dated this 1st day of December, 1994. The undersigned parties hereby stipulate, understand and agree as follows: 1. The undersigned are parties to a written Lease Agreement dated January 7, 1986 ("the Lease") under which Arrow Molded Plastics, Inc. ("Tenant") as Tenant is leasing the following described property from C. J. Edwards Company, Inc. ("Landlord") as Landlord: Situated in the City of Circleville, County of Pickaway, State of Ohio and bounded and described as follows: Beginning at a half inch rebar set in the East line of Clinton Street said iron pin being 81.00' South of and at right angles to the centerline of the N and W Railroad original centerline (formerly Penn Central Railroad); thence on a line parallel to and 81.00 feet from railroad

Ldm Technologies Co – INDENTURE (February 14th, 1997)

1 EXHIBIT 4.1 ================================================================================ ================================================================================ INDENTURE Dated as of January 15, 1997 among LDM TECHNOLOGIES, INC., as Issuer, LDM HOLDINGS, LLC, LDM CANADA LIMITED PARTNERSHIP and LDM TECHNOLOGY COMPANY, as Guarantors, and IBJ SCHRODER BANK & TRUST COMPANY, as Trustee ______________________ $110,000,000 10 3/4% Senior Subord

Ldm Technologies Co – LOAN AND SECURITY AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.2 $45,000,000 LOAN AND SECURITY AGREEMENT Dated as of January 22, 1997 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANKAMERICA BUSINESS CREDIT, INC. as the Agent and LDM TECHNOLOGIES, INC. as the Borrower 2 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION OF THIS AGREEMENT .............................. -1- 1.1 Definitions .............................................. -1- 1.2 Accounting Terms ........................................

Ldm Technologies Co – PARTIES TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED (February 14th, 1997)

1 EXHIBIT 10.16 DETROIT REAL ESTATE BOARD FORM - BUSINESS PROPERTY Form 113-A LEASE NOTICE: MICHIGAN LAW ESTABLISHES RIGHTS AND OBLIGATIONS FOR PARTIES TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED TO COMPLY WITH THE TRUTH IN RENTING ACT. IF YOU HAVE A QUESTION ABOUT THE INTERPRETATION OR THE LEGALITY OF A PROVISION OF THIS AGREEMENT, YOU MAY WANT TO SEEK ASSISTANCE FROM A LAWYER OR OTHER QUALIFIED PERSON. (1) THIS LEASE MADE THIS first day of September 1996 BY AND BETWEEN Richard J. Nash and Susanna Nash, his wife, whose address is 2500 Executive Hills Drive, Auburn Hills, Michigan 48326, and Joe Balous, Trustee of the Joe Balous Revocable Living Trust, whose address

Ldm Technologies Co – PRODUCTION AND NON-COMPETITION AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.11 PRODUCTION AND NON-COMPETITION AGREEMENT This Production and Non-Competition Agreement (the "Agreement") is dated as of October 31, 1996 and is an agreement by and between LDM Technologies, Inc., a Michigan corporation ("LDM") of 2500 Executive Hills Drive, Auburn Hills, Michigan 48326 and DDM Plastics, Inc. ("DDM") of 50 Clearview Drive, Tillsonburg, Ontario N4G 4J1. RECITALS WHEREAS, LDM is a manufacturer of interior and exterior plastic trim parts and under-the-hood and functional plastic parts (collectively "Products") for sale primarily to certain customers located in Canada, Mexico and the United States (collectively the "NAFTA Countries"); and WHEREAS, DDM is a manufacturer of Products for sale primarily to certain customers (e.g., CAMI, Honda, Mazda and Toyota) with manufacturing operations located in the NAFTA Countri

Ldm Technologies Co – LOAN AGREEMENT Execution Copy (February 14th, 1997)

1 EXHIBIT 10.17 LOAN AGREEMENT Execution Copy Between MICHIGAN STRATEGIC FUND (the "Issuer") and MOLMEC, INC. (the "Obligor") Relating to the Issuance of $5,000,000 Michigan Strategic Fund Variable Rate Demand Limited Obligation Revenue Bonds, Series 1994 (Molmec, Inc. Project) Dated as of December 1, 1994 The interest (subject to certain specified exclusions) of the Issuer in this Loan Agreement has been assigned to Society Bank,

Ldm Technologies Co – BORROWER PLEDGE AND SECURITY AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.3 BORROWER PLEDGE AND SECURITY AGREEMENT This BORROWER PLEDGE AND SECURITY AGREEMENT, dated as of January 22, 1997 (together with all amendments, if any, from time to time hereto, this "Agreement") between LDM Technologies, Inc., a Michigan corporation (the "Pledgor") in favor of BANKAMERICA BUSINESS CREDIT, INC. in its capacity as Agent for the Lenders ("Agent"). W I T N E S S E T H: WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by and among the Pledgor, the Agent and the Persons signatory thereto from time to time as Lenders (as from time to time amended, restated, supplemented or otherwise modified (the "Loan and Security Agreement") the Lenders have agreed to make Loans to, and incur Obligations with respect to Letter of Credit issued for the benefit of, the Pledgo

Ldm Technologies Co – AGREEMENT FOR (February 14th, 1997)

1 EXHIBIT 10.8 AGREEMENT FOR EXCHANGE OF STOCK THIS AGREEMENT is made on July 25, 1996, by and among MICHAEL POLSELLI, both individually and as Trustee of the Michael Polselli Revocable Living Trust dated October 21, 1993, as amended (collectively "Polselli"), LDM INDUSTRIES INC., a Michigan corporation ("LDM"), and KERR, RUSSELL AND WEBER, P.L.C., a Michigan professional limited liability company ("KRW"). RECITALS: A. Polselli owns 100 shares (14.29%) of the issued and outstanding common stock of LDM, represented by LDM Certificate No. 9 (the "LDM Stock"). A difference of opinion has arisen between Polselli and the other stockholders of LDM regarding the future direction of LDM. This difference of opinion is interfering with the proper management and operation of LDM's business, and therefore Polselli and LD

Ldm Technologies Co – FIRST AMENDED AND RESTATED LEASE (February 14th, 1997)

1 EXHIBIT 10.14 FIRST AMENDED AND RESTATED LEASE THIS FIRST AMENDED AND RESTATED LEASE ("Lease") is made as of the 28th day of April, 1993 by and between CPC ASSOCIATES, INC., an Indiana corporation, whose address is 2860 N. National Road, Columbus, Indiana 47202-0387 ("Landlord") , and G L INDUSTRIES OF INDIANA, INC., an Indiana corporation, whose address is 2860 N. National Road, Columbus, Indiana 47202-0387 ("Tenant"). RECITALS: The facts on which this Lease is based are as follows: A. On March 31, 1990, Landlord and Tenant entered into a Lease for the Premises described in Article 1 hereof (the "Original Lease"). B. The ownership of Tenant has been changed pursuant to a Stock Purchase Agreement of even date herewith between LDM Industries, Inc. and Laurence M. Luke. C. Landlord and Tenant desire to amend and restate the

Ldm Technologies Co – ASSIGNMENT OF LEASE (February 14th, 1997)

1 EXHIBIT 10.15 ASSIGNMENT OF LEASE This Assignment of Lease is made as of JANUARY 21, 1997 by and between MOL INVESTMENTS, a Michigan partnership ("Landlord"), MOLMEC, INC., a Michigan corporation ("Assignor"), and LDM Technologies, Inc., d/b/a and f/k/a LDM Industries Inc., a Michigan corporation ("Assignee"). RECITALS: A. The Landlord as lessor and the Assignor as lessee entered into a Lease Agreement on August 14, 1984, a copy of which is attached as Exhibit A, an Amendment to Lease Agreement dated August 13, 1994, a copy of which is attached as Exhibit B, and a Second Amendment to Lease Agreement dated June 1, 1996, a copy of which is attached as Exhibit C, with respect to certain premises at 2776 Commerce, Rochester Hills, Michigan, more particularly described in the Lease. B. The parties desire that Assignor assign its in

Ldm Technologies Co – REGISTRATION RIGHTS AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.5 =============================================================================== REGISTRATION RIGHTS AGREEMENT Dated as of January 22, 1997 by and among LDM TECHNOLOGIES, INC., LDM HOLDINGS, LLC, LDM CANADA LIMITED PARTNERSHIP, LDM TECHNOLOGIES COMPANY and SMITH BARNEY INC. (as Initial Purchaser) ================================================================================ $110,000,000 10 3/4% SENIOR SUBORDINATED NOTES DUE 2007 2 This Registration Rights Agreement is dated as of January 22, 1997, by and among LDM TECHNOLOGI

Ldm Technologies Co – STOCK PURCHASE AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.12 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of December 31, 1996, by and among Geiger technic, Inc., a Michigan corporation (the "Corporation"), Verwaltungsgesellschaft Geiger technik GmbH & Co. KG, a German limited partnership ("GKG"), Dieter Valk, a Michigan resident ("Valk") and LDM Technologies, Inc., a Michigan corporation ("Purchaser"). GKG and Valk are sometimes collectively referred to as "Sellers" and GKG, Valk, the Corporation and Purchaser are sometimes collectively referred to as the "Parties". RECITALS: A. GKG is the owner of 90% of the issued and outstanding common stock of the Corporation (9,000 shares). B. Valk is the owner of 10% of the issued and outstanding common stock of the Corporation (1,000 shares). C. The Corporation desires to redeem from GKG and GKG desires to sell one thousand six hundred seventeen (1,61

Ldm Technologies Co – GUARANTEE (February 14th, 1997)

1 EXHIBIT 4.3 GUARANTEE Each undersigned Guarantor (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each referred to as the "Guarantor," which term includes any successor person under the Indenture) unconditionally guarantees on a senior subordinated basis as set forth in Article Twelve of the Indenture (such guarantee by the Guarantor being referred to herein as a "Guarantee") (i) the due and punctual payment of the principal of and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Inden

Ldm Technologies Co – CREDIT FACILITY AND SECURITY AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.18 AMENDED AND RESTATED CREDIT FACILITY AND SECURITY AGREEMENT ACCOUNTS RECEIVABLE, INVENTORY AND EQUIPMENT THIS AGREEMENT is made by and between G. L. INDUSTRIES OF INDIANA, INC., an Indiana corporation ("Borrower") and KEYBANK NATIONAL ASSOCIATION, a national banking association with its main office at 127 Public Square, Cleveland, Ohio 44114-1306 ("Bank"). WITNESSETH: WHEREAS, Borrower entered into a certain Loan Agreement with Ameritrust Company National Association ("Ameritrust") dated February 27, 1989, as amended (the "Original Agreement"); WHEREAS, Bank is successor by merger to Ameritrust; WHEREAS, Bank and Borrower have agreed to amend and restate the Original Agreement to reflect the changes agreed to by the parties. NOW, THEREFORE, in consid

Ldm Technologies Co – STOCKHOLDER CONSENT AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.7 STOCKHOLDER CONSENT AGREEMENT THIS AGREEMENT is made as of June 10, 1996, by and among G L INDUSTRIES OF INDIANA, INC., an Indiana corporation (the "Company"), LAURENCE M. LUKE, a Michigan resident ("Luke"), LDM INDUSTRIES INC., a Michigan corporation ("LDM"), and LAURENCE M. LUKE, TRUSTEE OF REVOCABLE LIVING TRUST DATED MARCH 22, 1996 ("Trustee"). Luke and LDM are sometimes referred to herein collectively as the "Stockholders". Company, Luke, LDM, and the Trustee are sometimes referred to herein collectively as the "Parties". RECITALS: A. The Stockholders are the owners of all of the issued and outstanding stock of the Company. B. On April 28, 1993, Company and the Stockholders executed an agreement ("Stockholder Agreement"), which contains certain conditions and restrictions concerning ownership of stock in the Compan

Ldm Technologies Co – SUBORDINATION AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.10 DEBT SUBORDINATION AGREEMENT This subordination agreement (this "Agreement"), dated as of September 28, 1996, is entered into by and between The Huntington National Bank and Michael Polselli. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the loans, leases, advances, commitments to issue letters of credit and/or bankers acceptances, discounts, renewals or extensions now or hereafter made by The Huntington National Bank, its successors and assigns (the "Senior Creditor"), directly or indirectly, to or for the benefit of L D M Industries Inc. (the "Debtor"), the undersigned, Michael Polselli on behalf of the undersigned and the undersigned's heirs, executors, administrators, successors and assigns (the "Subordinated Creditor"), agrees with Senior Creditor as f

Ldm Technologies Co – ASSET PURCHASE AGREEMENT (February 14th, 1997)

1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This Agreement is made as of November 4, 1996, between Molmec, Inc., a Michigan corporation ("Seller") and LDM Industries Inc., d/b/a LDM Technologies, Inc., a Michigan corporation ("Buyer"). PREAMBLE Seller is engaged in the business of manufacturing and supplying injection molded plastic parts and systems, primarily to the automotive industry (the "Business"). Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, substantially all of Seller's assets used or useful in connection with, or otherwise relating to, the Business, all upon the terms and subject to the conditions set forth herein. Therefore, intending to be legally bound hereby, the parties agree as follows: AGREEMENT ARTIC