EXHIBIT 12
$44,242,000
AMENDED AND RESTATED
TERM LOAN AND SECURITY AGREEMENT
Dated as of March 23, 2001
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
AS THE LENDERS
and
BANK OF AMERICA, N.A.
AS THE AGENT
and
LDM TECHNOLOGIES, INC.
AS THE BORROWER
TABLE OF CONTENTS
Page
----
ARTICLE 1 INTERPRETATION OF THIS AGREEMENT ................................................................ 1
1.1 Definitions ...................................................................................... 1
1.2 Accounting Terms ................................................................................. 20
1.3 Interpretive Provisions .......................................................................... 20
ARTICLE 2 LOANS ........................................................................................... 21
2.1 Total Facility ................................................................................... 21
2.2 [INTENTIONALLY OMITTED] .......................................................................... 21
2.3 Term Loans ....................................................................................... 21
ARTICLE 3 INTEREST AND FEES ............................................................................... 22
3.1 Interest ......................................................................................... 22
3.2 Conversion and Continuation Elections ............................................................ 22
3.3 Maximum Interest Rate ............................................................................ 24
3.4 Closing Fee ...................................................................................... 24
ARTICLE 4 PAYMENTS AND PREPAYMENTS ........................................................................ 24
4.1 [INTENTIONALLY OMITTED] .......................................................................... 24
4.2 Termination of Facility .......................................................................... 24
4.3 [INTENTIONALLY OMITTED] .......................................................................... 25
4.4 Voluntary Prepayments of the Loans ............................................................... 25
4.5 Mandatory Prepayments of the Term Loans .......................................................... 25
4.6 Payments by the Borrower ......................................................................... 25
4.7 [INTENTIONALLY OMITTED] .......................................................................... 26
4.8 Apportionment, Application and Reversal of Payments .............................................. 26
4.9 Indemnity for Returned Payments .................................................................. 27
4.10 Agent's and Lenders' Books and Records; Monthly Statements ...................................... 27
ARTICLE 5 TAXES, YIELD PROTECTION AND ILLEGALITY .......................................................... 27
5.1 Taxes ............................................................................................ 27
5.2 Illegality ....................................................................................... 28
5.3 Increased Costs and Reduction of Return .......................................................... 29
5.4 Funding Losses ................................................................................... 29
5.5 Inability to Determine Rates ..................................................................... 30
5.6 Certificates of Lenders .......................................................................... 30
5.7 Survival ......................................................................................... 30
ARTICLE 6 COLLATERAL ...................................................................................... 30
6.1 Grant of Security Interest ....................................................................... 30
i
TABLE OF CONTENTS
Page
----
6.2 Perfection and Protection of Security Interest ................................................... 31
6.3 Location of Collateral ........................................................................... 32
6.4 Title to, Liens on, and Sale and Use of Collateral ............................................... 33
6.5 Appraisals ....................................................................................... 33
6.6 Access and Examination; Confidentiality .......................................................... 34
6.7 Collateral Reporting ............................................................................. 35
6.8 Accounts ......................................................................................... 35
6.9 Collection of Accounts; Payments ................................................................. 36
6.10 Inventory; Perpetual Inventory .................................................................. 37
6.11 Equipment ....................................................................................... 38
6.12 Assigned Contracts .............................................................................. 38
6.13 Documents, Instruments, and Chattel Paper ....................................................... 39
6.13 such Guarantor .................................................................................. 40
6.14 Right to Cure ................................................................................... 40
6.15 Power of Attorney ............................................................................... 40
6.16 The Agent's and Lenders' Rights, Duties and Liabilities ......................................... 40
6.17 Effect of Amendment and Restatement on Article 6 ................................................ 41
ARTICLE 7 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES ............................................... 41
7.1 Books and Records ................................................................................ 41
7.2 Financial Information ............................................................................ 41
7.3 Notices to the Lenders ........................................................................... 43
ARTICLE 8 GENERAL WARRANTIES AND REPRESENTATIONS .......................................................... 46
8.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents.............. 46
8.2 Validity and Priority of Security Interest ....................................................... 46
8.3 Organization and Qualification ................................................................... 46
8.4 Corporate Name; Prior Transactions ............................................................... 47
8.5 Subsidiaries and Affiliates ...................................................................... 47
8.6 Financial Statements and Projections ............................................................. 47
8.7 Capitalization ................................................................................... 47
8.8 Solvency ......................................................................................... 47
8.9 Debt ............................................................................................. 48
8.10 Distributions ................................................................................... 48
8.11 Title to Property ............................................................................... 48
8.12 Real Estate; Leases ............................................................................. 48
8.13 Proprietary Rights Collateral ................................................................... 48
8.14 Trade Names and Terms of Sale ................................................................... 48
8.15 Litigation ...................................................................................... 48
8.16 Restrictive Agreements .......................................................................... 49
8.17 Labor Disputes .................................................................................. 49
8.18 Environmental Laws .............................................................................. 49
8.19 No Violation of Law ............................................................................. 50
ii
TABLE OF CONTENTS
Page
----
8.20 No Default ....................................................................................... 50
8.21 ERISA Compliance ................................................................................. 50
8.22 Taxes ............................................................................................ 51
8.23 Regulated Entities ............................................................................... 51
8.24 Use of Proceeds; Margin Regulations .............................................................. 51
8.25 Copyrights, Patents, Trademarks and Licenses, etc ................................................ 51
8.26 No Material Adverse Change ....................................................................... 52
8.27 Full Disclosure .................................................................................. 52
8.28 Material Agreements .............................................................................. 52
8.29 Bank Accounts .................................................................................... 52
8.30 Governmental Authorization ....................................................................... 52
8.31 Indenture ........................................................................................ 52
8.32 Subordination Provisions ......................................................................... 52
8.33 Bidding Status ................................................................................... 52
ARTICLE 9 AFFIRMATIVE AND NEGATIVE COVENANTS ............................................................... 53
9.1 Taxes and Other Obligations ....................................................................... 53
9.2 Corporate Existence; Good Standing ................................................................ 53
9.3 Compliance with Law and Agreements; Maintenance of Licenses ....................................... 53
9.4 Maintenance of Property ........................................................................... 53
9.5 Insurance ......................................................................................... 54
9.6 Condemnation ...................................................................................... 55
9.7 Environmental Laws ................................................................................ 55
9.8 Compliance with ERISA ............................................................................. 56
9.9 Mergers, Consolidations or Sales .................................................................. 56
9.10 Distributions; Capital Change; Restricted Investments ............................................ 56
9.11 Transactions Affecting Collateral or Obligations ................................................. 57
9.12 Guaranties ....................................................................................... 57
9.13 Debt ............................................................................................. 57
9.14 Prepayments; Amendments .......................................................................... 58
9.15 Transactions with Affiliates ..................................................................... 58
9.17 [INTENTIONALLY OMITTED] .......................................................................... 58
9.18 Business Conducted ............................................................................... 58
9.19 Liens ............................................................................................ 58
9.20 Sale and Leaseback Transactions .................................................................. 58
9.2 1 Acquisitions; Investments in New Subsidiaries ................................................... 59
9.22 Fiscal Year ...................................................................................... 59
9.23 Capital Expenditures ............................................................................. 59
9.24 Operating Lease Obligations ...................................................................... 59
9.25 Fixed Charge Coverage Ratio ...................................................................... 59
9.26 Net Loss ......................................................................................... 59
9.27 Use of Proceeds .................................................................................. 59
9.28 Further Assurances ............................................................................... 60
9.29 Canadian Tax Matters ............................................................................. 60
iii
TABLE OF CONTENTS
Page
----
ARTICLE 10 CONDITIONS OF LENDING ............................................................................ 60
10.1 Conditions Precedent to Effectiveness of this Agreement ........................................... 60
10.2 Conditions Precedent to Each Loan ................................................................. 62
ARTICLE 11 DEFAULT; REMEDIES ................................................................................ 63
11.1 Events of Default ................................................................................. 63
11.2 Remedies .......................................................................................... 65
ARTICLE 12 TERM AND TERMINATION ............................................................................. 66
12.1 Term and Termination .............................................................................. 66
ARTICLE 13 AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS;
SUCCESSORS .................................................................................................. 67
13.1 No Waivers Cumulative Remedies .................................................................... 67
13.2 Amendments and Waivers ............................................................................ 67
13.3 Assignments; Participations ....................................................................... 68
ARTICLE 14 THE AGENT ........................................................................................ 70
14.1 Appointment and Authorization ..................................................................... 70
14.2 Delegation of Duties .............................................................................. 70
14.3 Liability of Agent ................................................................................ 70
14.4 Reliance by Agent ................................................................................. 71
14.5 Notice of Default ................................................................................. 71
14.6 Credit Decision ................................................................................... 71
14.7 Indemnification ................................................................................... 72
14.8 Agent in Individual Capacity ...................................................................... 72
14.9 Successor Agent ................................................................................... 73
14.10 Withholding Tax .................................................................................. 73
14.11 [INTENTIONALLY OMITTED] .......................................................................... 74
14.12 Collateral Matters ............................................................................... 74
14.13 Restrictions on Actions by Lenders; Sharing of Payments .......................................... 75
14.14 Agency for Perfection ............................................................................ 76
14.15 Payments by Agent to Lenders ..................................................................... 76
14.16 Concerning the Collateral and the Related Loan Documents ......................................... 76
14.17 Field Audit and Examination Reports; Disclaimer by Lenders ....................................... 77
ARTICLE 15 MISCELLANEOUS .................................................................................... 77
15.1 Cumulative Remedies; No Prior Recourse to Collateral............................................... 77
iv
TABLE OF CONTENTS
Page
----
15.2 Severability ...................................................................................... 78
15.3 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.............................. 78
15.4 Waiver of Jury Trial .............................................................................. 79
15.5 Survival of Representations and Warranties ........................................................ 80
15.6 Other Security and Guaranties ..................................................................... 80
15.7 Fees and Expenses ................................................................................. 80
15.8 Notices ........................................................................................... 81
15.9 Waiver of Notices ................................................................................. 82
15.10 Binding Effect ................................................................................... 82
15.11 Indemnity of the Agent and the Lenders by the Borrower ........................................... 82
15.12 Final Agreement .................................................................................. 83
15.13 Amendment and Restatement ........................................................................ 83
15.14 Counterparts ..................................................................................... 84
15.15 Captions ......................................................................................... 84
15.16 Right of Setoff .................................................................................. 84
v
SCHEDULES
Schedule 6.3 Chief Executive Office Location:
Records Locations; Collateral
Locations
Schedule 8.3 Foreign Qualification Locations
Schedule 8.4 Prior Names of Borrower
Schedule 8.5 Subsidiaries and Affiliates
Schedule 8.9 Existing Debt
Schedule 8.12 Real Estate
Schedule 8.13 Proprietary Rights
Schedule 8.14 Trade Names
Schedule 8.15 Litigation
Schedule 8.17 Labor Disputes
Schedule 8.18 Environmental Matters
Schedule 8.25 Intellectual Property Disputes
Schedule 8.28 Material Agreements
Schedule 8.29 Bank Accounts
Schedule 9.19 Existing Liens
EXHIBITS
Exhibit A Form of Term Loan Note
Exhibit B Form of Notice of Borrowing
Exhibit C Form of Notice of Conversion/Continuation
Exhibit D [INTENTIONALLY OMITTED]
Exhibit E Form of Compliance Certificate
Exhibit F Form of Assignment and Acceptance
AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT
Amended and Restated Term Loan and Security Agreement, dated as of
March 23, 2001, among the financial institutions listed on the signature pages
hereof (such financial institutions, together with their respective successors
and assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), Bank of America, N.A., as agent for the Lenders
(in its capacity as agent, the "Agent"), and LDM Technologies, Inc., a Michigan
corporation, with offices at 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx
00000 (the "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrower is party to a Term Loan and Security Agreement
dated as of February 6, 1998 (as heretofore amended, supplemented or otherwise
modified, the "Prior Term Loan Agreement") pursuant to which the Lenders
signatory thereto have provided to the Borrower aggregate commitments of not
less than Seventy-Six Million Dollars ($76,000,000) on the terms and conditions
set forth therein;
WHEREAS, the Borrower, the Agent and the Lenders wish to amend and
restate the Prior Term Loan Agreement to incorporate certain changes thereto
including, without limitation, the deletion of a capital expenditure credit
facility that heretofore had been provided to the Borrower;
WHEREAS, the Lenders have agreed to continue to make available to the
Borrower a term loan facility upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Agreement, and for good and valuable consideration,
the receipt of which is hereby acknowledged, the Lenders, the Agent, and the
Borrower hereby agree as follows.
ARTICLE 1
INTERPRETATION OF THIS AGREEMENT
1.1 Definitions. As used herein:
"Account Debtor" means each Person obligated in any way on or
in connection with an Account.
"Accounts" means all of the Borrower's and LDM Canada's now
owned or hereafter acquired or arising accounts, and any other rights to
payment for the sale or lease of goods or rendition of services, whether or not
they have been earned by performance.
"Adjusted Net Earnings from Operations" means, with respect to
any fiscal period of the Borrower, the Borrower's consolidated net income after
provision for income taxes for such fiscal period, as determined in accordance
with GAAP and reported on the Financial Statements for such period, less any and
all of the following included in such net income: (a)
gain or loss arising from the sale of any capital assets; (b) gain arising from
any write-up in the book value of any asset; (c) earnings of any corporation,
substantially all the assets of which have been acquired by the Borrower or any
Subsidiary in any manner, to the extent realized by such other corporation prior
to the date of acquisition; (d) earnings of any business entity in which the
Borrower or any Subsidiary has an ownership interest unless (and only to the
extent) such earnings shall actually have been received by the Borrower or any
Subsidiary in the form of cash distributions; (e) earnings of any Person to
which assets of the Borrower or any Subsidiary shall have been sold, transferred
or disposed of, or into which the Borrower shall have been merged, or which has
been a party with the Borrower or any Subsidiary to any consolidation or other
form of reorganization, prior to the date of such transaction; (f) gain arising
from the acquisition of debt or equity securities of the Borrower or any
Subsidiary or from cancellation or forgiveness of Debt; and (g) gain arising
from extraordinary items, as determined in accordance with GAAP, or from any
other non-recurring transaction.
"Affiliate" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person shall be deemed to control another Person if
the controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.
Notwithstanding anything contained in the previous sentence to the contrary,
Affiliate shall include DBM and Como.
"Agent" means Bank of America, N.A., solely in its capacity as
agent for the Lenders, and shall include any successor agent.
"Agent's Liens" means the Liens granted to the Agent, for the
ratable benefit of the Lenders and the Agent pursuant to this Agreement and the
other Loan Documents.
"Agent-Related Persons" means the Agent and any successor
agent, together with their respective Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.
"Agreement" means this Amended and Restated Term Loan and
Security Agreement.
"Anniversary Date" means each anniversary of the Closing Date.
"Applicable Margins" shall mean (i) .75% per annum with
respect to Base Rate Loans and (ii) 2.50% per annum with respect to LIBOR Rate
Loans.
"Assigned Contracts" means, collectively, all of the
Borrower's and LDM Canada's rights and remedies under, and all moneys and claims
for money due or to become due to the Borrower or LDM Canada under any contract,
and any and all amendments, supplements, extensions, and renewals thereof
including, without limitation, all rights and claims of the Borrower or LDM
Canada now or hereafter existing: (i) under any insurance (other then key-man
life insurance on which the Borrower is the beneficiary), indemnities,
warranties, and guarantees provided for or arising out of or in connection with
any of the foregoing agreements; (ii) for any damages arising out of or for
breach or default under or in connection with any of the
2
foregoing contracts; (iii) to all other amounts from time to time paid or
payable under or in connection with any of the foregoing agreements; or (iv) to
exercise or enforce any and all covenants, remedies, powers and privileges
thereunder.
"Assignee" has the meaning specified in Section 13.3(a).
"Assignment and Acceptance" has the meaning specified in
Section 13.3(a).
"Attorney Costs" means and includes all reasonable fees,
expenses and disbursements of any law firm or other external counsel engaged by
the Agent, the allocated cost of internal legal services of the Agent and all
expenses and disbursements of internal counsel of the Agent.
"BACF Subordination Agreement" means that certain
Subordination Agreement, dated as of December 9, 1999, between the Borrower and
Banc of America Commercial Finance Corporation through its Commercial Funding
Division ("BACF"), as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms of this
Agreement, which was subsequently assigned to and assumed by Xxxxx Fargo Bank
pursuant to an assignment agreement by and between BACF and Xxxxx Fargo Bank.
"BANA" means Bank of America, N.A., a national banking
association, or any successor entity thereto.
"BANA Loans" shall have the meaning assigned thereto in the
Loan and Security Agreement.
"Bank of America" means Bank of America, N.A., a national
banking association, or any successor entity thereto.
"Bankruptcy Code" means Title 11 of the United States Code (11
U.S.C. ss. 101 et seq.).
"Base Rate" means, for any day, the higher of: (a) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America in Charlotte, North Carolina, as its "reference rate" (the "reference
rate" being a rate set by Bank of America based upon various factors including
Bank of America's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate), or (b) one-half percent
(0.50%) per annum above the latest Federal Funds Rate. Any change in the
reference rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change. Each
Interest Rate based upon the Base Rate shall be adjusted simultaneously with any
change in the Base Rate.
"Base Rate Loans" means the Base Rate Term Loans.
"Base Rate Term Loan" means any portion of a Term Loan during
any period in which such portion bears interest at the Base Rate.
3
"Borrower" has the meaning specified in the introductory
paragraph hereof.
"Borrowing" means a borrowing hereunder consisting of Term
Loans made on the same day by the Lenders to the Borrower.
"Business Day" means (a) any day that is not a Saturday,
Sunday, or a day on which banks in Chicago, Illinois or Charlotte, North
Carolina, are required or permitted to be closed, and (b) with respect to all
notices, determinations, fundings and payments in connection with the LIBOR Rate
or LIBOR Rate Loans, any day that is a Business Day pursuant to clause (a) above
and that is also a day on which trading is carried on by and between banks in
the London interbank market.
"Capital Adequacy Regulation" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a bank.
"Capital Expenditures" means, all payments due (whether or not
paid) during a Fiscal Year in respect of the cost of any fixed asset or
improvement, or replacement, substitution, or addition thereto, which has a
useful life of more than one year, including, without limitation, those costs
arising in connection with the direct or indirect acquisition of such asset by
way of increased product or service charges or offset items or in connection
with a Capital Lease.
"Capital Lease" means any lease of property by the Borrower or
any Subsidiary which, in accordance with GAAP, is or should be capitalized on
the Borrower's consolidated balance sheet or for which the amount of the asset
and liability thereunder, as if so capitalized, should be disclosed in a
footnote to such balance sheet.
"Change of Control" means a "change of control" as defined in
the Indenture as in effect on the date hereof.
"Closing Date" means the date of this Agreement.
"Closing Fee" has the meaning specified in Section 3.4.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute, and regulations promulgated
thereunder.
"Collateral" has the meaning specified in Section 6.1.
"Commitment" means, at any time with respect to a Lender, the
principal amount set forth opposite such Lender's name on Schedule 1.l.
Schedule 1.1 shall be automatically amended from time to time to give effect to
the addition of any new Lenders in accordance with the provisions of Section
13.3, and "Commitments" means, collectively, the aggregate amount of the
commitments of all of the Lenders.
"Compliance Certificate" means a certificate in the form of
Exhibit E hereto.
4
"Como" means New GLI, Inc., d/b/a Como Products Corporation.
"Contaminant" means any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos in any form or condition, polychlorinated
biphenyls ("PCBs"), or any constituent of any such substance or waste.
"DBM" means DBM Technologies, LLC, a Michigan limited
liability company.
"DBM Administrative Services Agreement" means that certain
Administrative Services Agreement, dated as of December 3 1, 1998, between the
Borrower and DBM, as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms of this
Agreement.
"DBM Investment" means the equity investment of the Borrower
in DBM, whereby the Borrower owns a forty-nine percent (49%) membership interest
in DBM, in the form held by the Borrower as of December 31, 1998.
"DBM Sales Commission Agreement" means that certain Sales
Commission Agreement, dated as of December 8, 1999, between the Borrower and
DBM, as the same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms of this Agreement.
"Debt" means all liabilities, obligations and indebtedness of
the Borrower or any of its Subsidiaries to any Person, of any kind or nature,
now or hereafter owing, arising, due or payable, howsoever evidenced, created,
incurred, acquired or owing, whether primary, secondary, direct, contingent,
fixed or otherwise, and including, without in any way limiting the generality of
the foregoing: (i) the Borrower's or any Subsidiary's liabilities and
obligations to trade creditors; (ii) all Obligations; (iii) all obligations and
liabilities of any Person secured by any Lien on the Borrower's or any
Subsidiary's property, even though the Borrower or any such Subsidiary shall not
have assumed or become liable for the payment thereof; provided, however, that
all such obligations and liabilities which are limited in recourse to such
property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of the Borrower prepared in
accordance with GAAP; (iv) all obligations or liabilities created or arising
under any Capital Lease or conditional sale or other title retention agreement
with respect to property used or acquired by the Borrower or any of its
Subsidiaries, even if the rights and remedies of the lessor, seller or lender
thereunder are limited to repossession of such property; provided, however, that
all such obligations and liabilities which are limited in recourse to such
property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of the Borrower prepared in
accordance with GAAP; (v) all accrued pension fund and other employee benefit
plan obligations and liabilities; (vi) all obligations and liabilities under
Guaranties; and (vii) deferred taxes.
"Default" means any event or circumstance which, with the
giving of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default.
5
"Default Rate" means a fluctuating per annum interest rate at
all times equal to the sum of (a) the otherwise applicable Interest Rate plus
(b) two percent (2%). Each Default Rate shall be adjusted simultaneously with
any change in the applicable Interest Rate.
"Distribution" means, in respect of any corporation: (a) the
payment or making of any dividend or other distribution of property in respect
of capital stock (or any options or warrants for such stock) of such
corporation, other than distributions in capital stock (or any options or
warrants for such stock) of the same class; or (b) the redemption or other
acquisition of any capital stock (or any options or warrants for such stock) of
such corporation.
"DOL" means the United States Department of Labor or any
successor department or agency.
"Dollar" and "$" means dollars in the lawful currency of the
United States.
"EBITDA" means with respect to the Borrower, on a consolidated
basis (excluding Como, DBM and LDM Germany), for any period, Adjusted Net
Earnings from Operations, plus the sum of (i) interest expenses, whether paid or
accrued, (ii) depreciation, (iii) amortization, (iv) income taxes paid or
accrued with respect to such period, and (v) other non-cash expenses (including,
without limitation, amortization of goodwill, deferred financing fees, LIFO
reserve adjustments and other intangibles), each to the extent deducted in
determining the Borrower's Adjusted Net Earnings from Operations for that
period, less non-cash income included in the calculation of Adjusted Net
Earnings from Operations for that period.
"Environmental Laws" means all federal, state, provincial or
local laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case relating to environmental, health, safety and land use
matters.
"Environmental Lien" means a Lien in favor of any Governmental
Authority or any other Person for (1) any liability under any Environmental
Laws, or (2) damages arising from, or costs incurred by such Governmental
Authority or any other Person in response to, a Release or threatened Release of
a Contaminant into the environment.
"Equipment" means all of the Borrower's and LDM Canada's now
owned and hereafter acquired machinery, equipment, furniture, furnishings,
fixtures, and other tangible personal property (except Inventory), including
motor vehicles with respect to which a certificate of title has been issued,
aircraft, dies, tools, jigs, and office equipment, as well as all of such types
of property leased by the Borrower and LDM Canada and all of the Borrower's and
LDM Canada's rights and interests with respect thereto under such leases
(including, without limitation, options to purchase); together with all present
and future additions and accessions thereto, replacements therefor, component
and auxiliary parts and supplies used or to be used in connection therewith, and
all substitutes for any of the foregoing, and all manuals, drawings,
instructions, warranties and rights with respect thereto; wherever any of the
foregoing is located.
"ERISA" means the Employee Retirement Income Security Act of
1974, and regulations promulgated thereunder.
6
"ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).
"ERISA Event" means (a) a Reportable Event or Termination
Event with respect to a Pension Plan; (b) a withdrawal by the Borrower, any
Subsidiary or any ERISA Affiliate from a Pension Plan during a plan year in
which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or employer under the PBA or a cessation of operations which is treated as such
a withdrawal; (c) a complete or partial withdrawal by the Borrower, any
Subsidiary or any ERISA Affiliate from a Multi-employer Plan or Plan regulated
or governed by the PBA or notification that a Multi-employer Plan or Plan
regulated or governed by the PBA is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a
termination, or the commencement of proceedings by the PBGC or other applicable
Governmental Authority to terminate a Pension Plan or Multi-employer Plan; (e)
an event or condition which might reasonably be expected to constitute grounds
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multi-employer Plan; (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section
4007 of ERISA, or PBA or other applicable law of any jurisdiction upon the
Borrower, any Subsidiary or any ERISA Affiliate; or (g) any failure to make or
remit any contribution when due in respect of any Plan.
"Event of Default" has the meaning specified in Section 11.1.
"Excess Cash Flow" means for any period the Borrower's
Adjusted Net Earnings from Operations for such period, plus the sum of
depreciation, amortization and other non-cash charges deducted in the
determination of net income for that period, and less the sum of scheduled
principal payments with respect to Debt for borrowed money and Capital Leases
during that period and the unfinanced portion of Capital Expenditures during
that period.
"Exchange Act" means the Securities and Exchange Act of 1934,
and regulations promulgated thereunder.
"Federal Funds Rate" means, for any day, the rate set forth in
the weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on
that day by each of three leading brokers of Federal funds transactions in New
York City selected by the Agent.
"Fee Letter" has the meaning specified in Section 3.4.
"Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any successor thereto.
7
"Financial Statements" means, according to the context in
which it is used, the financial statements attached hereto, or any financial
statements required to be given to the Lenders pursuant to this Agreement.
"Fiscal Year" means the Borrower's fiscal year for financial
accounting purposes. The current Fiscal Year of the Borrower will end on
September 30, 2001.
"Fixed Assets" means Equipment and Real Estate of the Borrower
and LDM Canada.
"Fixed Charges" means as to the Borrower on a consolidated
basis (other than Como, DBM and LDM Germany), for any fiscal period, the sum
of (i) interest expenses paid or payable in cash, (ii) cash dividend payments,
(iii) scheduled installments of principal paid or payable with respect to Debt
for borrowed money (other than Revolving Loans) and Capital Leases; (iv) that
portion of Capital Expenditures not financed by borrowings from third parties or
with the proceeds of Term Loans in an amount not greater than $10,000,000; and
(v) income taxes paid or payable in cash.
"Fixed Charge Coverage Ratio" means for any fiscal period, the
ratio of EBITDA to Fixed Charges.
"Fixture" means all fixtures of the Borrower and LDM Canada as
such term is defined in the UCC including trade fixtures, building fixtures and
leasehold improvements.
"Funding Date" means the date on which a Borrowing occurs.
"GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of
the Closing Date.
"General Intangibles" means all of the Borrower's and LDM
Canada's now owned or hereafter acquired general intangibles, choses in action
and causes of action and all other intangible personal property of the Borrower
and LDM Canada of every kind and nature (other than Accounts), including,
without limitation, all contract rights, Proprietary Rights, corporate or other
business records, inventions, designs, blueprints, plans, specifications,
patents, patent applications, trademarks, service marks, trade names, trade
secrets, goodwill, copyrights, computer software, customer lists, registrations,
licenses, franchises, tax refund claims, any funds which may become due to the
Borrower or LDM Canada in connection with the termination of any Plan or other
employee benefit plan or any rights thereto and any other amounts payable to the
Borrower or LDM Canada from any Plan or other employee benefit plan, rights and
claims against carriers and shippers, rights to indemnification, business
interruption insurance and proceeds thereof, property, casualty or any similar
type of insurance and any proceeds thereof, and any letter of credit, guarantee,
claim, security interest or other security held by or granted to the Borrower or
LDM Canada to secure payment by an Account Debtor of any
8
of the Accounts, but excluding proceeds of key-man life insurance on which the
Borrower is the beneficiary.
"Governmental Authority" means any nation or government, any
state, province, municipality, region or other political subdivision thereof,
any central bank (or similar monetary or regulatory authority) thereof, any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, any corporation or other entity owned
or controlled, through stock or capital ownership or otherwise, by any of the
foregoing and any department, agency, board, commission, tribunal, committee or
instrumentality of any of the foregoing.
"Guaranty" means, with respect to any Person, all obligations
of such Person which in any manner directly or indirectly guarantee or assure,
or in effect guarantee or assure, the payment or performance of any
indebtedness, dividend or other obligations of any other Person (the "guaranteed
obligations"), or assure or in effect assure the holder of the guaranteed
obligations against loss in respect thereof, including, without limitation, any
such obligations incurred through an agreement, contingent or otherwise: (a) to
purchase the guaranteed obligations or any property constituting security
therefor; (b) to advance or supply funds for the purchase or payment of the
guaranteed obligations or to maintain a working capital or other balance sheet
condition; or (c) to lease property or to purchase any debt or equity securities
or other property or services.
"Guarantor" means each of LDM Canada and LDM Holding.
"Guarantor Collateral" means the "Pledged Collateral" and
"Collateral" as each such term is defined in the relevant Guarantor Collateral
Document.
"Guarantor Collateral Documents" means the LDM Canada Security
Agreement, the LDM Canada Mortgage and the LDM Holding Pledge and Security
Agreement.
"Guarantor Documents" means the Guarantor Guarantees and the
Guarantor Collateral Documents.
"Guarantor Guarantees" means the LDM Canada Guarantee and the
LDM Holding Guarantee.
"Indenture" means the indenture governing the Senior
Subordinated Notes.
"Intellectual Property Security Agreement" means the means the
Amended and Restated Intellectual Property Security Agreement, dated as of the
date hereof, executed and delivered by the Borrower to the Agent to evidence and
perfect the Agent's security interest in the Borrower's present and future
patents, trademarks, copyrights, and related licenses and rights, for the
benefit of the Agent and the Lenders, as the same may be amended, supplemented
or otherwise modified from time to time.
"Intercompany Accounts" means all assets and liabilities,
however arising, which are due to the Borrower from, which are due from the
Borrower to, or which otherwise arise from any transaction by the Borrower with,
any Affiliate.
9
"Intercompany Loans" means the loans made by the Borrower to
LDM Canada in accordance with Section 9.13.
"Intercompany Note" shall mean a demand note evidencing an
Intercompany Loan made by Borrower pursuant to Section 9.13(d), such demand note
to be in form and substance satisfactory to the Agent.
"Interest Period" means, as to any LIBOR Rate Loan, the period
commencing on the Funding Date of such Loan or on the Conversion/Continuation
Date on which the Loan is converted into or continued as a LIBOR Rate Loan, and
ending on the date one, two, three or six months thereafter as selected by the
Borrower in its Notice of Borrowing or Notice of Conversion/Continuation;
provided that:
(i) if any Interest Period would otherwise end on a
day that is not a Business Day, that Interest Period shall be extended
to the following Business Day unless the result of such extension would
be to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the preceding Business Day;
(ii) any Interest Period pertaining to a LIBOR Rate
Loan that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period;
and
(iii) no Interest Period for any Loan shall extend
beyond the Termination Date.
"Interest Rate" means each or any of the interest rates,
including the Default Rate, set forth in Section 3.1.
"Interest Rate Swap" means that certain interest rate swap (or
swaps), between Borrower and the Swap Creditor, in form and substance acceptable
to Agent, in respect of Borrower's Senior Subordinated Notes; provided, that the
face amount of such Senior Subordinated Notes that are subject to the Interest
Rate Swap shall not exceed $50,000,000.
"Interest Rate Swap Exposure" means, at any particular point
in time, the Dollar amount of Borrower's potential payment obligations pursuant
to the Interest Rate Swap as calculated by the Agent, in its sole discretion.
"Inventory" means all of the Borrower's and LDM Canada's now
owned and hereafter acquired inventory, goods, merchandise, and other personal
property, wherever located, to be furnished under any contract of service or
held for sale or lease, all returned goods, raw materials, other materials and
supplies of any kind, nature or description which are or might be consumed in
the Borrower's business or used in connection with the packing, shipping,
advertising, selling or finishing of such goods, merchandise and such other
personal property, and all documents of title or other documents representing
them.
10
"Investment Property" means all investment property as such
term is defined in the UCC as now or hereafter in effect in those states that
adopt such definition.
"IRS" means the Internal Revenue Service and any Governmental
Authority succeeding to any of its principal functions under the Code.
"Latest Projections" means: (a) on the Closing Date and
thereafter until the Lenders receive new projections pursuant to Section 7.2(e),
the projections of the Borrower's results of operations for the 2001, 2002 and
2003 Fiscal Years delivered to the Lenders prior to the Closing Date; and (b)
thereafter, the projections most recently received by the Lenders pursuant to
Section 7.2(e).
"LDM Canada" means LDM Technologies Company, a Nova Scotia
unlimited liability company.
"LDM Canada Guarantee" means collectively, (i) the LDM Canada
Guarantee, dated as of January 22, 1997, duly executed and delivered by LDM
Canada to the Revolving Loan Lender Agent for the benefit of itself and the
Revolving Loan Lenders and (ii) the LDM Canada Guarantee, dated as of February
6, 1998, duly executed and delivered by LDM Canada to the Agent, for the benefit
of itself and the Lenders, as each may be amended, supplemented or otherwise
modified from time to time.
"LDM Canada Security Agreement" means, collectively, (i) the
$100,000,000 Cdn. fixed and floating charge demand debenture and related pledge
agreement in respect thereof, each dated as of January 22, 1997, duly executed
and delivered by LDM Canada to the Revolving Loan Lender Agent for the benefit
of itself and the Revolving Loan Lenders; (ii) the $100,000,000 Cdn. fixed and
floating charge demand debenture and related pledge agreement in respect
thereof, each dated as of February 6, 1998, duly executed and delivered by LDM
Canada in favor of the Agent, for the benefit of itself and the Lenders, and
(iii) the general security agreement dated as of March 23, 2001 by LDM Canada to
the Agent for the benefit of itself and the Lenders as each may be amended,
supplemented or otherwise modified from time to time.
"LDM Germany" means LDM Technologies GmbH, a German
Corporation.
"LDM Holding" means LDM Holding Canada, Inc., a Michigan
corporation.
"LDM Holding Guarantee" means the Amended and Restated LDM
Holding Guarantee, dated as of the date hereof, duly executed and delivered by
LDM Holding to the Agent, for the benefit of itself and the Lenders, as the same
may be amended, supplemented or otherwise modified from time to time.
"LDM Holding Pledge and Security Agreement" means the Amended
and Restated LDM Holding Pledge and Security Agreement, dated as of the date
hereof, duly executed and delivered by LDM Holding in favor of the Agent, for
the benefit of itself and the Lenders, as the same may be amended, supplemented
or otherwise modified from time to time.
"Lender" and "Lenders" have the meanings specified in the
introductory paragraph hereof.
11
"Lending Office" means with respect to a Lender or the Agent,
any office, branch, subsidiary or affiliate of such Lender or the Agent.
"LIBOR Interest Rate Determination Date" means each date of
calculating the LIBOR Rate for purposes of determining the interest rate with
respect to an Interest Period. The LIBOR Interest Rate Determination Date for
any LIBOR Rate Loan shall be the second Business Day prior to the first day of
the related Interest Period for such LIBOR Rate Loan.
"LIBOR Rate" means, for any Interest Period, with respect to
LIBOR Rate Loans comprising part of the same Borrowing, the rate of interest per
annum (rounded upward to the next 1/16th of 1.0%) determined by the Agent as
follows:
LIBOR
LIBOR Rate (=) ------------------------------------
1.00 - Eurodollar Reserve Percentage
Where,
"Eurodollar Reserve Percentage" means for any day for
any Interest Period the maximum reserve percentage (expressed
as a decimal, rounded upward to the next 1/100th of 1.0%) in
effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding
(currently referred to as "Eurocurrency liabilities"); and
"LIBOR" means the rate of interest per annum (rounded
upward to the next 1/16 of 1%) notified to the Agent by Bank
of America as the rate of interest at which dollar deposits in
the approximate amount of the Loan to be made or continued as,
or converted into, a LIBOR Rate Loan and having a maturity
comparable to such Interest Period would be offered by Bank of
America's applicable lending office to major banks in the
London eurodollar market at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such
Interest Period.
"LIBOR Rate Loans" means the LIBOR Term Loans.
"LIBOR Term Loan" means any portion of a Term Loan during any
period in which such portion bears interest at the LIBOR Rate.
"Lien' means: (a) any interest in property securing an
obligation owed to, or a claim by, a Person other than the owner of the
property, whether such interest is based on the common law, statute, or
contract, and including without limitation, a security interest, hypothecation,
charge, claim, or lien arising from a mortgage, deed of trust, encumbrance,
pledge, hypothecation, assignment, deposit arrangement, agreement, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes; and (b) to the extent not included under clause (a),
(i) any reservation, exception, encroachment, easement, right-of-way, covenant,
condition, restriction, lease or other title exception or encumbrance affecting
property and (ii) any other lien, charge, privilege, secured claim, title
12
retention, garnishment right, deemed trust, encumbrance or other right affecting
Property, xxxxxx or inchoate, whether or not crystallized or fixed, whether or
not for amounts due or accruing due, arising by any statute, act or law of any
jurisdiction, at common law, in equity or by any agreement.
"Loan Account" means the loan account of the Borrower, which
account shall be maintained by the Agent.
"Loan and Security Agreement" means the Amended and Restated
Loan and Security Agreement, dated as of the date hereof, among the Borrower,
the Revolving Loan Lenders and the Revolving Loan Lender Agent, as the same may
be supplemented, amended or otherwise modified from time to time.
"Loan and Security Agreement Obligations" means the
Obligations under, and as defined in, the Loan and Security Agreement.
"Loan Documents" means this Agreement, the Term Loan Notes,
the Intellectual Property Security Agreement, the Mortgages, the Pledge
Agreement, the Guarantor Documents, the Intercompany Note, the Interest Rate
Swap and any other agreements, instruments, and documents heretofore, now or
hereafter evidencing, securing, guaranteeing or otherwise relating to the
Obligations, the Collateral, or any other aspect of the transactions
contemplated by this Agreement.
"Loans" means, collectively, all loans and advances provided
for in Article 2.
"Majority Lenders" means, at any time, Lenders whose Pro Rata
Shares aggregate more than 66 2/3% of the Commitments, plus, Revolving Loan
Lenders whose Pro Rata Shares (as defined in the Loan and Security Agreement)
aggregate more than 66 2/3% of the Commitments under, and as defined in, the
Loan and Security Agreement.
"Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X of the Federal Reserve Board.
"Material Adverse Effect" means (a) a material adverse change
in, or a material adverse effect upon, the operations, business, properties,
condition (financial or otherwise) or prospects of the Borrower and LDM Canada
on a consolidated basis or the Collateral, the Pledged Collateral or the
Guarantee Collateral on a consolidated basis; (b) a material impairment of the
ability of the Borrower or any Guarantor to perform under any Loan Document to
which such Person is a party and to avoid any Event of Default; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower or any Guarantor of any Loan Document.
"Maximum Rate" has the meaning specified in Section 3.3.
"Membership Pledge Agreement" means that certain Amended and
Restated Membership Pledge Agreement, dated as of the date hereof, executed by
the Borrower in favor of the Agent, as the same may be amended, restated,
supplemented or otherwise modified from time to time.
13
"Mortgages" means: (a) each Mortgage, Charge/Mortgage of Land,
Security Agreement, and Assignments of Leases and Rents, as amended and
restated, dated the date hereof between the Borrower and/or LDM Canada and the
Agent and delivered to the Agent; and (b) all other real property mortgages,
leasehold mortgages, assignments of leases, mortgage deeds, deeds of trust,
deeds to secure debt, security agreements, and other similar instruments
hereafter entered into which provide the Agent a lien on or other interest in
any portion of the Premises or the Real Estate or which relate to any such Lien
or interest.
"Multi-employer Plan" means a "multi-employer plan" as defined
in Section 4001(a)(3) of ERISA which is or was at any time during the current
year or the immediately preceding six (6) years contributed to by the Borrower
or any ERISA Affiliate.
"Notice of Borrowing" means a notice of Borrowing in the form
of Exhibit B.
"Notice of Conversion/Continuation" means notice of conversion
or continuation in the form of Exhibit C.
"Obligations" means all present and future loans, advances,
liabilities, obligations, covenants, duties, and debts owing by the Borrower to
the Agent and/or any Lender or the Swap Creditor, arising under or pursuant to
this Agreement or any of the other Loan Documents, whether or not evidenced by
any note, or other instrument or document, whether arising from an extension of
credit, opening of a letter of credit, acceptance, loan, guaranty,
indemnification or otherwise, whether direct or indirect (including, without
limitation, those acquired by assignment from others, and any participation by
the Agent and/or any Lender in the Borrower's debts owing to others), absolute
or contingent, due or to become due, primary or secondary, as principal or
guarantor, and including, without limitation, all principal, interest, charges,
expenses, fees, attorneys' fees, filing fees and any other sums chargeable to
the Borrower hereunder or under any of the other Loan Documents. "Obligations"
includes, without limitation, all debts, liabilities, and obligations now or
hereafter owing from the Borrower to the Agent and/or any Lender under or in
connection with the Letters of Credit or to the Swap Creditor with respect to
the Interest Rate Swap.
"Other Taxes" means any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Documents.
"Participating Lender" means any Person who shall have been
granted the right by any Lender to participate in the financing provided by such
Lender under this Agreement, and who shall have entered into a participation
agreement in form and substance satisfactory to such Lender.
"Payment Account" means each blocked bank account established
pursuant to Section 6.9, to which the funds of the Borrower (including, without
limitation, proceeds of Accounts and other Collateral) are deposited or
credited, and which is maintained in the name of the Agent or the Borrower, as
the Agent may determine, on terms acceptable to the Agent.
14
"PBA" means the Pension Benefits Act of Ontario and all
regulations thereunder as amended from time to time, and any successor
legislation.
"PBGC" means the Pension Benefit Guaranty Corporation or any
Governmental Authority succeeding to the functions thereof.
"Pension Plan" means a pension plan (as defined in Section
3(2) of ERISA or the applicable laws of any other jurisdictions including the
PBA) subject to Title IV of ERISA or the applicable laws of any other
jurisdictions including the PBA which the Borrower or LDM Canada sponsors,
maintains, or to which it makes, is making, or is obligated to make
contributions, or has made contributions at any time during the immediately
preceding five (5) plan years.
"Permitted Liens" means:
(a) Liens for taxes not delinquent or for taxes being
contested in good faith by appropriate proceedings and as to which
adequate financial reserves have been established on the Borrower's
books and records and a stay of enforcement of any such Lien is in
effect;
(b) the Agent's Liens;
(c) deposits under worker's compensation,
unemployment insurance, social security and other similar laws, or to
secure the performance of bids, tenders or contracts (other than for
the repayment of borrowed money) or to secure indemnity, performance or
other similar bonds for the performance of bids, tenders or contracts
(other than for the repayment of borrowed money) or to secure statutory
obligations (other than liens arising under ERISA or Environmental
Liens) or surety or appeal bonds, or to secure indemnity, performance
or other similar bonds in the ordinary course of business;
(d) Liens securing the claims or demands of
materialmen, mechanics, carriers, warehousemen, landlords and other
like Persons; provided that the payment thereof is not at the time
required by Section 9.1;
(e) reservations, exceptions, encroachments,
easements, rights of way, covenants running with the land, and other
similar title exceptions or encumbrances affecting any Real Estate;
provided that they do not in the aggregate materially detract from the
value of the Real Estate or materially interfere with its use in the
ordinary conduct of the Borrower's business;
(f) judgment and other similar Liens arising in
connection with court proceedings; provided that (A) the existence of
such Liens is being contested in good faith and by proper proceedings
diligently pursued, (B) reserves or other appropriate provision, if
any, as are required by GAAP have been made therefor, (C) a stay of
enforcement of any such Liens is in effect, (D) the priority of any
such Liens is subordinate to that of the Agent's Liens, and (E) the
existence of any judgment or court
15
proceedings upon which such Liens are based does not otherwise
constitute an Event of Default under this Agreement;
(g) Liens in existence on the Closing Date and listed
on Schedule 9.19, and any extensions or renewals thereof, provided that
(x) the aggregate principal amount of the Debt, if any, secured by such
Lien does not increase from that amount outstanding at the time of any
such renewal or extension and (y) any such renewal or extension does
not encumber any additional assets or properties of the Borrower or any
of its Subsidiaries;
(h) Liens securing Intercompany Notes issued in
accordance with Section 9.13; and
(i) Liens securing the Loan and Security Agreement
Obligations.
"Person" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, Governmental Authority, or any other entity.
"Pledge Agreement" means the Amended and Restated Pledge
Agreement, dated as of the date hereof, duly executed and delivered by the
Borrower for the benefit of the Agent and the Lenders, as the same may be
amended, supplemented or otherwise modified from time to time.
"Pledged Collateral" has the meaning specified in the Pledge
Agreement.
"Plan" means an employee benefit plan (as defined in Section
3(3) of ERISA or the applicable laws of any other jurisdiction) which the
Borrower or any Subsidiary sponsors or maintains or to which the Borrower or any
Subsidiary makes, is making, or is obligated to make contributions and includes
any Pension Plan.
"PPSA" means the Personal Property Security Act of Ontario or
other applicable jurisdiction, and all regulations thereunder, as amended from
time to time, and any successor legislation.
"Premises" means the land identified by addresses on Schedule
8.12, together with all buildings, improvements, and fixtures thereon and all
tenements, hereditaments, and appurtenances belonging or in any way appertaining
thereto, and which constitutes all of the real property in which the Borrower or
LDM Canada has any interests on the Closing Date.
"Prior Term Loan Agreement" has the meaning specified in the
Recitals hereto.
"Pro Rata Share" means, with respect to a Lender, a fraction
(expressed as a percentage), the numerator of which is the amount of such
Lender's Commitment and the denominator of which is the sum of the amounts of
all of the Lenders' Commitments.
"Proprietary Rights" means all of the Borrower's and LDM
Canada's now owned and hereafter arising or acquired: licenses, franchises,
permits, patents, patent rights, copyrights,
16
works which are the subject matter of copyrights, trademarks, service marks,
trade names, trade styles, patent, trademark and service xxxx applications, and
all licenses and rights related to any of the foregoing, including, without
limitation, those patents, trademarks, service marks and copyrights set forth on
Schedule 8.13 hereto, and all other rights under any of the foregoing, all
extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing, and all rights to xxx for past,
present and future infringement of any of the foregoing.
"Real Estate" means all of the present and future interests of
the Borrower and/or any Subsidiary, as owner, lessee, or otherwise, in the
Premises, including, without limitation, any interest arising from an option to
purchase or lease the Premises or any portion thereof.
"Release" means a release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration of a
Contaminant into the indoor or outdoor environment or into or out of any Real
Estate or other property, including the movement of Contaminants through or in
the air, soil, surface water, groundwater or Real Estate or other property.
"Rentals" has the meaning specified in Section 9.24.
"Reportable Event" means, any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.
"Requirement of Law" means, as to any Person, any law
(statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case applicable to or binding
upon the Person or any of its property or to which the Person or any of its
property is subject.
"Responsible Officer" means the chief executive officer or the
president of the Borrower, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer or the treasurer of the Borrower, or any
other officer having substantially the same authority and responsibility.
"Restricted Investment" means any acquisition of property by
the Borrower or LDM Canada in exchange for cash or other property, whether in
the form of an acquisition of stock, debt, or other indebtedness or obligation,
or the purchase or acquisition of any other property, or a loan, advance,
capital contribution, or subscription: except (A) intercompany loans made by the
Borrower to LDM Canada pursuant to Section 9.13(d), and (B) acquisitions of the
following:
(a) Equipment to be used in the business of the
Borrower or LDM Canada so long as the acquisition costs thereof
constitute Capital Expenditures permitted hereunder;
(b) goods held for sale or lease or to be used by the
Borrower or LDM Canada in the ordinary course of business;
17
(c) current assets arising from the sale or lease of
goods or the rendition of services in the ordinary course of business
of the Borrower or LDM Canada;
(d) direct obligations of the United States of
America, or any agency thereof, or obligations guaranteed by the United
States of America, provided that such obligations mature within one
year from the date of acquisition thereof;
(e) certificates of deposit maturing within one year
from the date of acquisition, bankers' acceptances, Eurodollar bank
deposits, or overnight bank deposits, in each case issued by, created
by, or with a bank or trust company organized under the laws of the
United States or any state thereof having capital and surplus
aggregating at least $100,000,000;
(f) commercial paper given a rating of "A2" or better
by Standard & Poor's Corporation or "P2" or better by Xxxxx'x Investors
Service, Inc. and maturing not more than ninety (90) days from the date
of creation thereof;
(g) life insurance premiums of up to $2,500,000 per
annum for life insurance on the lives of the Borrower's principal
stockholders;
(h) loans to employees outstanding as of the Closing
Date;
(i) loans and advances in the ordinary course of
business to officers, directors and employees for business-related
travel expenses, moving expenses and other similar expenses in an
aggregate principal amount not to exceed $250,000 at any time; and
(j) conversion of all or portion of the Intercompany
Note into equity interests of a Guarantor (other than LDM Holding).
"Revolving Loan Lender Agent" means the Agent under, and as
defined in, the Loan and Security Agreement.
"Revolving Loan Lender" means a Lender under, and as defined
in, the Loan and Security Agreement.
"Revolving Loans" means Loans under, and as defined in, the
Loan and Security Agreement.
"Romulus Capital Expenditures" shall mean Capital Expenditures
made by the Borrower in connection with improvements at the Borrower's leasehold
plant located in Romulus, Michigan.
"Senior Subordinated Notes" means the 10-3/4% Senior
Subordinated Notes due 2007 issued by the Borrower.
"Solvent" means when used with respect to any Person that (a)
the fair value of all its assets is in excess of the total amount of its debts
(including contingent liabilities); (b) it is
18
able to pay its debts as they mature; (c) it does not have unreasonably small
capital for the business in which it is engaged or for any business or
transaction in which it is about to engage; and (d) it is not "insolvent" as
such term is defined in Section 101(32) of the Bankruptcy Code.
"Stated Termination Date" means January 21,2005.
"Subsidiary" means any corporation of which more than fifty
percent (50.0%) of the outstanding securities of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions), is at the time, directly or indirectly through one or more
intermediaries, owned by the Borrower and/or one or more of its Subsidiaries.
"Swap Creditor" means Bank of America, N.A., a national
banking association, or any successor entity thereto.
"Taxes" means any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, such taxes
(including income taxes or franchise taxes and the single business tax in the
State of Michigan) as are imposed on or measured by each Lender's net income by
the jurisdiction (or any political subdivision thereof) under the laws of which
such Lender or the Agent, as the case may be, is organized or maintains a
Lending Office.
"Term Loan" and "Term Loans" have the meanings specified in
Section 2.3(a).
"Term Loan Note" and "Term Loan Notes" have the meanings
specified in Section 2.3(c).
"Termination Date" means the earliest to occur of (i) the
Stated Termination Date, (ii) the date the Commitment is terminated either by
the Borrower pursuant to Section 4.2 or by the Majority Lenders pursuant to
Section 11.2, and (iii) the date this Agreement is otherwise terminated for any
reason whatsoever.
"Termination Event" means: (a) the whole or partial withdrawal
of the Borrower or any Subsidiary from a Plan during a plan year; or (b) the
filing of a notice of intent to terminate in whole or in part a Plan or the
treatment of a Plan amendment as a termination or partial termination; or (c)
the institution of proceedings by any Public Authority to terminate in whole or
in part or have a trustee appointed to administer a Plan; or (d) any other event
or condition which might constitute grounds for the termination of, winding up
or partial termination or winding up or the appointment of a trustee to
administer, any Plan.
"Total Facility" has the meaning specified in Section 2.1.
"UCC" means the Uniform Commercial Code (as amended or any
successor statute) of the State of Illinois or of any other state the laws of
which are required by Section 9-103 thereof to be applied in connection with the
issue of perfection of security interests.
"Unfunded Pension Liability" means the excess of a Plan's
benefit liabilities over the current value of that Plan's assets, determined in
accordance with the assumptions used for
19
funding the Pension Plan pursuant to Section 412 of the Code or the PBA or other
applicable laws of any jurisdiction for the applicable plan year and includes in
the case of any Plan regulated or governed by the PBA or applicable laws of any
jurisdiction, any unfunded liability or solvency deficiency as determined under
the PBA or other applicable laws.
1.2 Accounting Terms. Any accounting term used in this Agreement shall
have, unless otherwise specifically provided herein, the meaning customarily
given in accordance with GAAP, and all financial computations hereunder shall be
computed, unless otherwise specifically provided herein, in accordance with GAAP
as consistently applied and using the same method for inventory valuation as
used in the preparation of the Financial Statements.
1.3 Interpretive Provisions.
(a) The meanings of defined terms are equally applicable to
the singular and plural forms of the defined terms.
(b) The words "hereof," "herein," "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and Subsection, Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.
(c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.
(ii) The term "including" is not limiting and means
"including without limitation."
(iii) In the computation of periods of time from a
specified date to a later specified date, the word "from" means "from
and including," the words "to" and "until" each mean "to but excluding"
and the word "through" means "to and including."
(d) Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any statute
or regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute or regulation.
(e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.
(f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.
(g) This Agreement and the other Loan Documents are the result
of
20
negotiations among and have been reviewed by counsel to the Agent, the Borrower,
each Guarantor and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Lenders or the Agent merely
because of the Agent's or Lender's involvement in their preparation.
ARTICLE 2
LOANS
2.1 Total Facility. Subject to all of the terms and conditions of this
Agreement, the Lenders severally agree to make available a total credit facility
of up to $44,242,000 (the "Total Facility") for the Borrower's use. The Total
Facility shall be comprised of term loans as described in Section 2.3.
2.2 [INTENTIONALLY OMITTED].
2.3 Term Loans.
(a) Amount of Term Loans. Each Lender severally agrees to make
a term loan (any such term loan being referred to as a "Term Loan" and such term
loans being referred to collectively as the "Term Loans") to the Borrower on the
Closing Date, upon the satisfaction of the conditions precedent set forth in
Article 10, in an amount equal to such Lender's Pro Rata Share of $44,242,000
less the Term Loans made to the Borrower pursuant to the Prior Term Loan
Agreement and continuing pursuant to the terms of this Agreement. Term Loans
extended on the Closing Date shall be Base Rate Term Loans.
(b) Making of Term Loans. Subject to Section 2.3(a), each
Lender shall make the amount of such Lender's Term Loan available to the Agent
in same day funds, to such account of the Agent as the Agent may designate, not
later than 12:00 (noon) (Chicago time) on the Closing Date. After the Agent's
receipt of the proceeds of such Term Loans, upon satisfaction of the conditions
precedent set forth in Article 10, the Agent shall make the proceeds of such
Term Loans available to the Borrower on such Funding Date by transferring same
day funds equal to the proceeds of such Term Loans received by the Agent to an
account of the Borrower designated in writing by the Borrower or as the Borrower
shall otherwise instruct in writing.
(c) Term Loan Notes. The Borrower shall execute and deliver to
the Agent on behalf of each Lender, on the Closing Date, an amended and restated
promissory note, substantially in the form of Exhibit A attached hereto and made
a part hereof (such promissory notes, together with any new notes issued
pursuant to Section 13.3(c) upon the assignment of any portion of any Lender's
Term Loan, being hereinafter referred to collectively as the "Term Loan Notes"
and each of such promissory notes being hereinafter referred to individually as
a "Term Loan Note"), to evidence such Lender's Term Loan, in an original
principal amount equal to the amount of such Lender's Pro Rata Share of
$44,242,000 and with other appropriate insertions. The principal amount of the
Term Loan Notes delivered to the Agent on behalf of each Lender shall be dated
the Closing Date and stated to mature on the Termination Date.
(d) Notation and Endorsement. The Agent shall record on its
books the
21
principal amount of the Term Loans owing to each Lender from time to time. In
addition, each Lender is authorized, at such Lender's option, to note the date
and amount of each payment or prepayment of principal of such Lender's Term
Loans in its books and records, such books and records constituting rebuttably
presumptive evidence, absent manifest error, of the accuracy of the information
contained therein. Prior to the transfer of a Term Loan Note, the applicable
Lender shall endorse on the reverse side thereof the outstanding principal
balance of the Term Loan evidenced thereby. Failure by such Lender to make such
notation or endorsement shall not affect the obligations of the Borrower under
such Term Loan Note or any of the other Loan Documents.
ARTICLE 3
INTEREST AND FEES
3.1 Interest.
(a) Interest Rates. All outstanding Obligations shall bear
interest on the unpaid principal amount thereof (including, to the extent
permitted by law, on interest thereon not paid when due) from the date made
until paid in full in cash at a rate determined by reference to the Base Rate or
the LIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to exceed
the Maximum Rate described in Section 3.3. Subject to the provisions of Section
3.2, any of the Loans may be converted into, or continued as, Base Rate Loans or
LIBOR Rate Loans in the manner provided in Section 3.2. If at any time Loans are
outstanding with respect to which notice has not been delivered to the Agent in
accordance with the terms of this Agreement specifying the basis for determining
the interest rate applicable thereto, then those Loans shall be Base Rate Loans
and shall bear interest at a rate determined by reference to the Base Rate until
notice to the contrary has been given to the Agent and such notice has become
effective. Except as otherwise provided herein, the outstanding Obligations
shall bear interest as follows:
(i) For all Loans and other Obligations, which are
not LIBOR Rate Loans, then at a fluctuating per annum rate equal to the
Base Rate plus the Applicable Margin; and
(ii) For all Loans and other Obligations, which are
LIBOR Rate Loans, then at a per annum rate equal to the LIBOR Rate plus
the Applicable Margin.
Each change in the Base Rate shall be reflected in the interest rate described
in (i) above as of the effective date of such change. All interest charges shall
be computed on the basis of a year of 360 days and actual days elapsed (which
results in more interest being paid than if computed on the basis of a 365-day
year). Interest accrued on all Loans will be payable in arrears on the first day
of each month hereafter.
(b) Default Rate. If any Default or Event of Default occurs
and is continuing and the Majority Lenders in their discretion so elect, then,
while any such Default or Event of Default is outstanding, all of the
Obligations shall bear interest at the Default Rate applicable thereto.
3.2 Conversion and Continuation Elections.
22
(a) The Borrower may, upon irrevocable written notice to the
Agent in accordance with Section 3.2(b):
(i) elect, as of any Business Day, in the case of
Base Rate Loans to convert any such Loans (or any part thereof in an
amount not less than $1,000,000, or that is in an integral multiple of
$1,000,000 in excess thereof) into LIBOR Rate Loans; or
(ii) elect, as of the last day of the applicable
Interest Period, to continue any LIBOR Rate Loans having Interest
Periods expiring on such day (or any part thereof in an amount not less
than $1,000,000, or that is in an integral multiple of $1,000,000 in
excess thereof);
provided, that if at any time the aggregate amount of LIBOR Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such LIBOR Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrower to continue such Loans as, and convert such Loans into, LIBOR
Rate Loans, as the case may be, shall terminate.
(b) The Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 11:00 a.m.
(Chicago time) at least three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as LIBOR Rate Loans and specifying:
(i) the proposed Conversion/Continuation Date;
(ii) the aggregate amount of Loans to be converted or
renewed;
(iii) the type of Loans resulting from the proposed
conversion or continuation; and
(iv) the duration of the requested Interest Period,
provided, however, the Borrower may not select an Interest Period with
respect to any portion of the Loans which extends beyond an installment
payment date for the Loans unless, after giving effect to such
election, the portion of the Loans not subject to Interest Periods
ending after such installment payment date is equal to or greater than
the principal due on such installment payment date.
(c) If upon the expiration of any Interest Period applicable
to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest
Period to be applicable to LIBOR Rate Loans or if any Default or Event of
Default then exists, the Borrower shall be deemed to have elected to convert
such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date
of such Interest Period.
(d) The Agent will promptly notify each Lender of its receipt
of a Notice of Conversion/Continuation. All conversions and continuations shall
be made ratably according to the respective outstanding principal amounts of the
Loans with respect to which the notice was given held by each Lender.
23
(e) During the existence of a Default or Event of Default, the
Borrower may not elect to have a Loan converted into or continued as a LIBOR
Rate Loan.
(f) After giving effect to any conversion or continuation of
Loans, there may not be more than five different Interest Periods in effect.
3.3 Maximum Interest Rate. In no event shall any interest rate provided
for hereunder exceed the maximum rate permissible for corporate borrowers under
applicable law for loans of the type provided for hereunder (the "Maximum
Rate"). If, in any month, any interest rate, absent such limitation, would have
exceeded the Maximum Rate, then the interest rate for that month shall be the
Maximum Rate, and, if in future months, that interest rate would otherwise be
less than the Maximum Rate, then that interest rate shall remain at the Maximum
Rate until such time as the amount of interest paid hereunder equals the amount
of interest which would have been paid if the same had not been limited by the
Maximum Rate. In the event that, upon payment in full of the Obligations under
this Agreement, the total amount of interest paid or accrued under the terms of
this Agreement is less than the total amount of interest which would, but for
this Section 3.3, have been paid or accrued if the interest rates otherwise set
forth in this Agreement had at all times been in effect, then the Borrower
shall, to the extent permitted by applicable law, pay the Agent, for the account
of the Lenders, an amount equal to the difference between (a) the lesser of (i)
the amount of interest which would have been charged if the Maximum Rate had, at
all times, been in effect or (ii) the amount of interest which would have
accrued had the interest rates otherwise set forth in this Agreement, at all
times, been in effect and (b) the amount of interest actually paid or accrued
under this Agreement. In the event that a court determines that the Agent and/or
any Lender has received interest and other charges hereunder in excess of the
Maximum Rate, such excess shall be deemed received on account of, and shall
automatically be applied to reduce, the Obligations other than interest, in the
inverse order of maturity, and if there are no Obligations outstanding, the
Agent and/or such Lender shall refund to the Borrower such excess.
3.4 Closing Fee. On the Closing Date, the Borrower agrees to pay (i)
the Agent, for the ratable benefit of the Lenders, a closing fee in the amount
of $220,000 (the "Closing Fee") and (ii) the Agent for its own account, other
fees in the amounts and at such times as are set forth in the Fee Letter of even
date herewith between the Agent and the Borrower (the "Fee Letter").
ARTICLE 4
PAYMENTS AND PREPAYMENTS
4.1 [INTENTIONALLY OMITTED].
4.2 Termination of Facility. The Borrower may terminate this Agreement
upon at least ten (10) Business Days' notice to the Agent and the Lenders, upon
(i) the payment in full of all outstanding Loans, together with accrued interest
thereon, (ii) the payment in full in cash of all other Obligations together with
accrued interest thereon, and (iii) with respect to any LIBOR Rate Loans prepaid
in connection with such termination prior to the expiration date of the Interest
Period applicable thereto, the payment of the amounts described in Section 5.4.
24
4.3 [INTENTIONALLY OMITTED].
4.4 Voluntary Prepayments of the Loans. The Borrower may prepay the
principal of the Loans in whole or in part, at any time and from time to time on
and after the Termination Date upon (i) at least five (5) Business Days' prior
written notice to the Agent and the Lenders, and (ii) payment of, with respect
to any LIBOR Rate Loans to be prepaid prior to the expiration date of the
Interest Period applicable thereto, the amounts described in Section 5.4. All
voluntary prepayments of the principal of the Loans pursuant to this Section 4.4
shall be accompanied by the payment of all accrued but unpaid interest on the
Loans to the date of prepayment. Any voluntary prepayment under this Section 4.4
of less than all of the outstanding principal of the Loans shall be applied to
the installments of principal of the Loans in the inverse order of maturity.
4.5 Mandatory Prepayments of the Term Loans.
(a) On the first day of the fourth month after the end of each
Fiscal Year, the Borrower shall make a prepayment of the principal of the Loans
in an amount equal to 50% of Excess Cash Flow for such Fiscal Year. Such
prepayment shall be applied to the outstanding principal amount of the Term
Loan, in inverse order of maturity, until paid in full. The Borrower hereby
agrees and acknowledges that any prepayment required to be made under this
Section 4.5(a) shall not constitute a payment in satisfaction of, nor in any way
limit or modify, the payments required by Section 4.5(c).
(b) [INTENTIONALLY OMITTED].
(c) On the first Business Day of each calendar month occurring
on and after October 1, 2001 and prior to the Termination Date, the Borrower
shall make a payment of the principal of the Term Loan in an amount equal to
$648,716.21.
(d) The Borrower shall pay the entire unpaid principal balance
of the Loans upon the Termination Date.
(e) The Borrower shall pay the entire unpaid principal balance
of the Loans upon the Termination Date under, and as defined in, the Loan and
Security Agreement.
(f) Any payment under this Section 4.5 shall be accompanied by
the payment of all accrued but unpaid interest thereon. Any payment under this
Section 4.5 of less than all of the outstanding principal amount of the Loans
shall be applied, based upon the Pro Rata Shares of the Lenders, to the
installments of principal of the Loans in the inverse order of maturity. In
connection with any such payment, if any LIBOR Rate Loans are prepaid prior to
the expiration date of the Interest Period applicable thereto, the Borrower
shall pay to the Lenders the amounts described in Section 5.4.
4.6 Payments by the Borrower.
(a) All payments to be made by the Borrower shall be made
without set-off, recoupment or counterclaim. Except as otherwise expressly
provided herein, all payments by the Borrower shall be made to the Agent for the
account of the Lenders at the Agent's address set
25
forth in Section 15.8, and shall be made in Dollars and in immediately available
funds, no later than 1:00 p.m. (Chicago time) on the date specified herein. Any
payment received by the Agent later than 1:00 p.m. (Chicago time) shall be
deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue.
(b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.
(c) Unless the Agent receives notice from the Borrower prior
to the date on which any payment is due to the Lenders that the Borrower will
not make such payment in full as and when required, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Lender on such due date an
amount equal to the amount then due such Lender. If and to the extent the
Borrower has not made such payment in full to the Agent, each Lender shall repay
to the Agent on demand such amount distributed to such Lender, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Lender until the date repaid.
4.7 [INTENTIONALLY OMITTED].
4.8 Apportionment, Application and Reversal of Payments. (a) Aggregate
principal and interest payments shall be apportioned ratably among the Lenders
(according to the unpaid principal balance of the Loans to which such payments
relate held by each Lender) and payments of the fees shall, as applicable, be
apportioned ratably among the Lenders. (b) All such payments not relating to
principal or interest of specific Loans, or not constituting payment of specific
fees, and all proceeds of Accounts or other Collateral, the Pledged Collateral
or the Guarantor Collateral received by the Agent, shall be applied, ratably,
subject to the provisions of this Agreement, first, to pay, pro rata, any fees,
or expense reimbursements then due to the Agent and the Revolving Loan Lender
Agent from the Borrower under this Agreement, the Loan and Security Agreement
and the Loan Documents; second, to pay, pro rata, any fees or expense
reimbursements then due to the Lenders and the Revolving Loan Lenders from the
Borrower under this Agreement and the Loan and Security Agreement; third, to
pay, pro rata, interest due in respect of all Revolving Loans, including BANA
Loans and Agent Advances (as each such term is defined in the Loan and Security
Agreement) and Term Loans; fourth, to pay or prepay, pro rata, principal of the
BANA Loans, the Agent Advances, Revolving Loans, unpaid reimbursement
obligations in respect of Letters of Credit (as each such term is defined in the
Loan and Security Agreement) and Term Loans; and fifth, to the payment, pro
rata, of any other Obligation or Loan and Security Agreement Obligation due to
the Agent, the Revolving Loan Lender Agent, any Lender, the Swap Creditor or any
Revolving Loan Lender by the Borrower. (c) Notwithstanding anything to the
contrary contained in this Agreement, unless so directed by the Borrower, or
unless an Event of Default is outstanding, neither the Agent nor any Lender
shall apply any payments which it receives to any LIBOR Rate Loan, except (i) on
the expiration date of the Interest Period applicable to any such LIBOR Rate
Loan, or (ii) in the event, and only to the extent, that there are no
outstanding Base Rate Loans; provided, further, with respect to outstanding
Obligations pursuant to the Interest Rate Swap, for purposes of payment only,
the
26
Swap Creditor shall be paid after the Lenders have been paid in full with
respect to the remaining Obligations. The Agent shall promptly distribute to
each Lender, pursuant to the applicable wire transfer instructions received from
each Lender in writing, such funds as it may be entitled to receive. The Agent
and the Lenders shall have the continuing and exclusive right to apply and
reverse and reapply any and all such proceeds and payments to any portion of the
Obligations or Loan and Security Agreement Obligations, as the case may be.
4.9 Indemnity for Returned Payments. If, after receipt of any payment
of, or proceeds applied to the payment of, all or any part of the Obligations,
the Agent or any Lender is for any reason compelled to surrender such payment or
proceeds to any Person, because such payment or application of proceeds is
invalidated, declared fraudulent, set aside, determined to be void or voidable
as a preference, impermissible setoff, or a diversion of trust funds, or for any
other reason, then the Obligations or part thereof intended to be satisfied
shall be revived and continue and this Agreement shall continue in full force as
if such payment or proceeds had not been received by the Agent or such Lender,
and the Borrower shall be liable to pay to the Agent, and hereby does indemnify
the Agent and the Lenders and hold the Agent and the Lenders harmless for, the
amount of such payment or proceeds surrendered. The provisions of this Section
4.9 shall be and remain effective notwithstanding any contrary action which may
have been taken by the Agent or any Lender in reliance upon such payment or
application of proceeds, and any such contrary action so taken shall be without
prejudice to the Agent's and the Lenders' rights under this Agreement and shall
be deemed to have been conditioned upon such payment or application of proceeds
having become final and irrevocable. The provisions of this Section 4.9 shall
survive the termination of this Agreement.
4.10 Agent's and Lenders' Books and Records; Monthly Statements. The
Borrower agrees that the Agent's and each Lender's books and records showing the
Obligations and the transactions pursuant to this Agreement and the other Loan
Documents shall be admissible in any action or proceeding arising therefrom, and
shall constitute rebuttably presumptive proof thereof, irrespective of whether
any Obligation is also evidenced by a promissory note or other instrument. The
Agent will provide to the Borrower a monthly statement of Loans, payments, and
other transactions pursuant to this Agreement. Such statement shall, absent
manifest error, be deemed correct, accurate, and binding on the Borrower and an
account stated (except for reversals and reapplications of payments made as
provided in Section 4.8 and corrections of errors discovered by the Agent),
unless the Borrower notifies the Agent in writing to the contrary within
forty-five (45) days after such statement is rendered. In the event a timely
written notice of objections is given by the Borrower, only the items to which
exception is expressly made will be considered to be disputed by the Borrower.
ARTICLE 5
TAXES, YIELD PROTECTION AND ILLEGALITY
5.1 Taxes.
(a) Any and all payments by the Borrower to each Lender or the
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for any Taxes. In addition, the
Borrower shall pay all Other Taxes.
27
(b) The Borrower agrees to indemnify and hold harmless each
Lender and the Agent for the full amount of Taxes or Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section) paid by the Lender or the Agent and any liability (including penalties,
interest, additions to tax and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. Payment under this indemnification shall be made within thirty (30)
days after the date the Lender or the Agent makes written demand therefor.
(c) If the Borrower shall be required by law to deduct or
withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, then:
(i) the sum payable shall be increased as necessary
so that after making all required deductions and withholdings
(including deductions and withholdings applicable to additional sums
payable under this Section) such Lender or the Agent, as the case may
be, receives an amount equal to the sum it would have received had no
such deductions or withholdings been made;
(ii) the Borrower shall make such deductions and
withholdings;
(iii) the Borrower shall pay the full amount deducted
or withheld to the relevant taxing authority or other authority in
accordance with applicable law; and
(iv) the Borrower shall also pay to each Lender or
the Agent for the account of such Lender, at the time interest is paid,
all additional amounts which the respective Lender specifies as
necessary to preserve the after-tax yield the Lender would have
received if such Taxes or Other Taxes had not been imposed.
(d) Within thirty (30) days after the date of any payment by
the Borrower of Taxes or Other Taxes, the Borrower shall furnish the Agent the
original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to the Agent.
(e) If the Borrower is required to pay additional amounts to
any Lender or the Agent pursuant to subsection (c) of this Section, then such
Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Borrower which may thereafter
accrue, if such change in the judgment of such Lender is not otherwise
disadvantageous to such Lender.
5.2 Illegality.
(a) If any Lender determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make
LIBOR Rate Loans, then, on notice thereof by the Lender to the Borrower through
the Agent, any obligation of that Lender to make LIBOR Rate Loans shall be
suspended until the Lender notifies the Agent and the Borrower that the
circumstances giving rise to such
28
determination no longer exist.
(b) If a Lender determines that it is unlawful to maintain any
LIBOR Rate Loan, the Borrower shall, upon its receipt of notice of such fact and
demand from such Lender (with a copy to the Agent), prepay in full such LIBOR
Rate Loans of that Lender then outstanding, together with interest accrued
thereon and amounts required under Section 5.4, either on the last day of the
Interest Period thereof, if the Lender may lawfully continue to maintain such
LIBOR Rate Loans to such day, or immediately, if the Lender may not lawfully
continue to maintain such LIBOR Rate Loan. If the Borrower is required to so
prepay any LIBOR Rate Loan, then concurrently with such prepayment, the Borrower
shall borrow from the affected Lender, in the amount of such repayment, a Base
Rate Loan.
5.3 Increased Costs and Reduction of Return.
(a) If any Lender determines that, due to either (i) the
introduction of or any change in the interpretation of any law or regulation or
(ii) the compliance by that Lender with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law), there shall be any increase in the cost to such Lender of agreeing to make
or making, funding or maintaining any LIBOR Rate Loans, then the Borrower shall
be liable for, and shall from time to time, upon demand (with a copy of such
demand to be sent to the Agent), pay to the Agent for the account of such
Lender, additional amounts as are sufficient to compensate such Lender for such
increased costs.
(b) If any Lender shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change in any Capital
Adequacy Regulation, (iii) any change in the interpretation or administration of
any Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv)
compliance by the Lender or any corporation controlling the Lender with any
Capital Adequacy Regulation, affects or would affect the amount of capital
required or expected to be maintained by the Lender or any corporation
controlling the Lender and (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy and such Lender's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitments, loans, credits or obligations
under this Agreement, then, upon demand of such Lender to the Borrower through
the Agent, the Borrower shall pay to the Lender, from time to time as specified
by the Lender, additional amounts sufficient to compensate the Lender for such
increase.
5.4 Funding Losses. The Borrower shall reimburse each Lender and hold
each Lender harmless from any loss or expense which the Lender may sustain or
incur as a consequence of:
(i) the failure of the Borrower to make on a timely
basis any payment of principal of any LIBOR Rate Loan;
(ii) the failure of the Borrower to borrow, continue
or convert a Loan after the Borrower has given (or is deemed to have
given) a Notice of Borrowing or a Notice of Conversion/Continuation;
29
(iii) the prepayment or other payment (including
after acceleration thereof) of an LIBOR Rate Loan on a day that is not
the last day of the relevant Interest Period;
including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable to
terminate the deposits from which such funds were obtained.
5.5 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the LIBOR Rate
for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or
that the LIBOR Rate for any requested Interest Period with respect to a proposed
LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders
of funding such Loan, the Agent will promptly so notify the Borrower and each
Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate
Loans hereunder shall be suspended until the Agent revokes such notice in
writing. Upon receipt of such notice, the Borrower may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it. If the
Borrower does not revoke such Notice, the Lenders shall make, convert or
continue the Loans, as proposed by the Borrower, in the amount specified in the
applicable notice submitted by the Borrower, but such Loans shall be made,
converted or continued as Base Rate Loans instead of LIBOR Rate Loans.
5.6 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article 5 shall deliver to the Borrower (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Lender hereunder and such certificate shall be conclusive and binding on
the Borrower in the absence of manifest error.
5.7 Survival. The agreements and obligations of the Borrower in this
Article 5 shall survive the payment of all other Obligations. The Lender
requesting compensation pursuant to Article 5 shall provide notice to the
Borrower within sixty (60) days after the date on which such Lender obtains
actual knowledge of any claim for compensation under said Article.
ARTICLE 6
COLLATERAL
6.1 Grant of Security Interest. (a) As security for all present and
future Obligations, the Borrower hereby grants, and shall cause, on or prior to
the Closing Date, LDM Canada to grant, to the Agent, for the ratable benefit of
the Lenders, a continuing security interest in, lien on, and right of set-off
against, all of the following property of the Borrower and LDM Canada, whether
now owned or existing or hereafter acquired or arising, regardless of where
located:
(i) all Accounts;
(ii) all Inventory;
(iii) all contract rights, letters of credit,
Assigned Contracts, chattel paper, instruments, notes, documents, and
documents of title;
30
(iv) all General Intangibles;
(v) all Equipment;
(vi) all Fixtures;
(vii) all Proprietary Rights;
(viii) all Investment Property;
(ix) all money, securities, financial assets and
other property of any kind of the Borrower and of LDM Canada in the
possession or under the control of the Agent or any Lender, any
assignee of or participant in the Obligations, or a bailee of any such
party or such party's affiliates;
(x) all deposit accounts, credits and balances with
and other claims against the Agent or any Lender or any of its
affiliates or any other financial institution in which the Borrower or
LDM Canada maintains deposits;
(xi) all books, records and other property related to
or referring to any of the foregoing, including, without limitation,
books, records, account ledgers, data processing records, computer
software and other property and General Intangibles at any time
evidencing or relating to any of the foregoing; and
(xii) all accessions to, substitutions for and
replacements, products and proceeds of any of the foregoing, including,
but not limited to, proceeds of any insurance policies (other than
proceeds of key-man life insurance on which the Borrower is the
beneficiary), claims against third parties, and condemnation or
requisition payments with respect to all or any of the foregoing.
All of the foregoing, together with the Real Estate covered by the Mortgages,
and all other property of the Borrower or each Guarantor in which the Agent or
any Lender may at any time be granted a Lien, is herein collectively referred to
as the "Collateral."
(b) As security for all Obligations, the Borrower shall and
shall cause LDM Canada, on or prior to the Closing Date, to execute and deliver
to the Agent the Mortgages to grant to the Agent, for the ratable benefit of the
Lenders, a continuing mortgage lien on the Borrower's and each Guarantor's Real
Estate.
(c) All of the Obligations shall be secured by all of the
Collateral, the Pledged Collateral and the Guarantor Collateral. The Agent may,
subject to the provisions of Articles 13 and 14, in its sole discretion, (i)
exchange, waive, or release any of the Collateral, (ii) apply Collateral and
direct the order or manner of sale thereof as the Agent may determine, and (iii)
settle, compromise, collect, or otherwise liquidate any Collateral in any
manner, all without affecting the Obligations or the Agent's or any Lender's
right to take any other action with respect to any other Collateral.
6.2 Perfection and Protection of Security Interest.
31
(a) The Borrower shall, and shall cause each Guarantor to, at
Borrower's expense, perform all steps requested by the Agent at any time to
perfect, maintain, protect, and enforce the Agent's Liens, including, without
limitation: (i) executing, delivering and/or filing and recording of the
Mortgages, the Intellectual Property Security Agreement, the Pledge Agreement
and the Guarantor Collateral Documents and executing and filing financing or
continuation statements, and amendments thereof, in form and substance
satisfactory to the Agent; (ii) delivering to the Agent the originals of all
instruments, documents, and chattel paper, and all other Collateral, Pledged
Collateral and Guarantor Collateral of which the Agent determines it should have
physical possession in order to perfect and protect the Agent's security
interest therein, duly pledged, endorsed or assigned to the Agent without
restriction; (iii) delivering to the Agent warehouse receipts covering any
portion of the Collateral located in warehouses and for which warehouse receipts
are issued; (iv) when an Event of Default exists, transferring Inventory to
warehouses designated by the Agent; (v) placing notations on the Borrower's and
each Guarantor's books of account to disclose the Agent's security interest;
(vii) delivering to the Agent all letters of credit on which the Borrower or LDM
Canada is named beneficiary; and (viii) taking such other steps as are deemed
necessary or desirable by the Agent to maintain and protect the Agent's Liens.
To the extent permitted by applicable law, the Agent may file, without the
Borrower's or a Guarantor's signature, one or more financing statements
disclosing the Agent's Liens. The Borrower agrees that a carbon, photographic,
photostatic, or other reproduction of this Agreement or of a financing statement
is sufficient as a financing statement.
(b) If any Collateral or Guarantor Collateral is at any time
in the possession or control of any warehouseman, bailee or any of the
Borrower's or LDM Canada's agents or processors, then the Borrower shall notify
the Agent thereof and shall notify or cause LDM Canada to notify such Person of
the Agent's security interest in such Collateral or Guarantor Collateral and,
upon the Agent's request, instruct such Person to hold all such Collateral or
Guarantor Collateral for the Agent's account subject to the Agent's
instructions. If at any time any Collateral or Guarantor Collateral is located
on any operating facility of the Borrower or each Guarantor which is not owned
by the Borrower or LDM Canada, then the Borrower shall, at the request of the
Agent, obtain or cause LDM Canada to obtain written waivers, in form and
substance satisfactory to the Agent, of all present and future Liens to which
the owner or lessor of such premises may be entitled to assert against the
Collateral.
(c) From time to time, the Borrower shall, and shall cause
each Guarantor to, upon the Agent's request, execute and deliver confirmatory
written instruments pledging to the Agent, for the ratable benefit of the
Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case
may be, with respect to the Borrower or such Guarantor, but the Borrower's or
such Guarantor's failure to do so shall not affect or limit the Agent's security
interest or the Agent's other rights in and to the Collateral, Pledged
Collateral or Guarantor Collateral, as the case may be, with respect to the
Borrower or such Guarantor. So long as this Agreement is in effect and until all
Obligations have been fully satisfied, the Agent's Liens shall continue in full
force and effect in all Collateral, Pledged Collateral and Guarantor Collateral
(whether or not deemed as the basis for any advance, loan, extension of credit,
or other financial accommodation).
6.3 Location of Collateral. The Borrower represents and warrants to the
Agent and
32
the Lenders that: (i) Schedule 6.3 is a correct and complete list of the
Borrower's and each Guarantor's state or province of formation, chief executive
office, the location of its books and records, the locations of the Collateral
and the Guarantor Collateral with respect to the Borrower and such Guarantor,
and the locations of all of its other places of business; and (ii) Schedule 6.3
correctly identifies any of such facilities and locations where Collateral and
the Guarantor Collateral is located that are not owned by the Borrower or the
relevant Guarantor and sets forth the names of the owners and lessors or
sublessors of and, to the best of the Borrower's knowledge, the holders of any
mortgages on, such facilities and locations. The Borrower covenants and agrees
that it will not and will not permit any Guarantor to (x) maintain any
Collateral with respect to the Borrower at any location other than those
locations listed for the Borrower, and with respect to any Guarantor at any
location other than those locations listed for such Guarantor, on Schedule 6.3,
(y) otherwise change or add to any of such locations, or (z) change the location
of its chief executive office from the location identified in Schedule 6.3,
unless it gives the Agent at least thirty (30) days' prior written notice
thereof and executes any and all financing statements and other documents that
the Agent requests in connection therewith. Without limiting the foregoing, the
Borrower represents that all of its and LDM Canada's Inventory is, and covenants
that all of its Inventory will be, located either (A) on premises owned by the
Borrower or LDM Canada, as the case may be, (B) on premises leased by the
Borrower or LDM Canada, as the case may be, provided that the Agent has received
an executed landlord waiver from the landlord of such premises in form and
substance satisfactory to the Agent, or (C) in a public warehouse; provided that
the Agent has received an executed bailee letter from the applicable public
warehouseman in form and substance satisfactory to the Agent. As to each
location, the Agent for the benefit of Lenders shall have filed state (and, to
the extent required, local) UCC-1 financing statements; as to all leased and
bailment location, the Borrower shall use and shall cause LDM Canada to use all
reasonable efforts to obtain landlord and bailee waivers; as to all bailment
locations for which bailee waiver letters have not been obtained, the Agent
shall have delivered to the bailee a notice of lien under Article 9 of the UCC.
6.4 Title to, Liens on, and Sale and Use of Collateral. The Borrower
represents and warrants to the Agent and the Lenders and agrees with the Agent
and the Lenders that: (i) all of the Collateral, Pledged Collateral and
Guarantor Collateral is and will continue to be owned by the Borrower or a
Guarantor, as the case may be, free and clear of all Liens whatsoever, except
for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged
Collateral and Guarantor Collateral will not be subject to any prior Lien; (iii)
the Borrower will and will cause each Guarantor to use, store, and maintain the
Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care
and will use such Collateral, Pledged Collateral or Guarantor Collateral for
lawful purposes only; and (iv) the Borrower will not, and will not permit any
Guarantor to, without the Agent's prior written approval, sell, or dispose of or
permit the sale or disposition of any of the Collateral, Pledged Collateral or
Guarantor Collateral, except for sales of Inventory in the ordinary course of
business and sales of Equipment as permitted by Section 6.11. The inclusion of
proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall
not be deemed to constitute the Agent's or any Lender's consent to any sale or
other disposition of the Collateral, Pledged Collateral or Guarantor Collateral,
except as expressly permitted herein.
6.5 Appraisals. Whenever a Default or Event of Default exists, and at
such other times not more frequently than once every two years as the Agent
requests, the Borrower shall, at its expense and upon the Agent's request,
provide the Agent with appraisals or updates thereof of
33
any or all of the Collateral or Guarantor Collateral from an appraiser, and
prepared on a basis, satisfactory to the Agent, such appraisals and updates to
include, without limitation, information required by applicable law and
regulation and by the internal policies of the Lenders.
6.6 Access and Examination; Confidentiality.
(a) The Agent, accompanied by any Lender which so elects, may
at all reasonable times (and at any time when a Default or Event of Default
exists) have access to, examine, audit, make extracts from or copies of and
inspect any or all of the Borrower's and each Guarantor's records, files, and
books of account and the Collateral, Pledged Collateral and Guarantee
Collateral, and discuss the Borrower's and such Guarantor's affairs with the
Borrower's and such Guarantor's officers and management. The Borrower will
deliver and will cause each Guarantor to deliver to the Agent any instrument
necessary for the Agent to obtain records from any service bureau maintaining
records for the Borrower or such Guarantor. The Agent may, and at the direction
of the Majority Lenders shall, at any time when a Default or Event of Default
exists, and at the Borrower' expense, make copies of all of the Borrower's or
any Guarantor's books and records, or require the Borrower to deliver such
copies to the Agent. The Agent may, without expense to the Agent, use such of
the Borrower's or any Guarantor's respective personnel, supplies, and premises
as may be reasonably necessary for maintaining or enforcing the Agent's Liens.
The Agent shall have the right, at any time, in the Agent's name or in the name
of a nominee of the Agent, to verify the validity, amount or any other matter
relating to the Accounts, Inventory, or other Collateral, Pledged Collateral or
Guarantor Collateral by mail, telephone, or otherwise.
(b) The Borrower agrees that, subject to the Borrower's prior
consent, which consent shall not be unreasonably withheld or delayed, the Agent
and each Lender may use the Borrower's name in advertising and promotional
material and in conjunction therewith disclose the general terms of this
Agreement. The Agent and each Lender agree to take normal and reasonable
precautions and exercise due care to maintain the confidentiality of all
information identified as "confidential" or "secret" by the Borrower and
provided to the Agent or such Lender by or on behalf of the Borrower or any
Guarantor, under this Agreement or any other Loan Document, and neither the
Agent, nor such Lender nor any of their respective Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents, except to the extent that such information (i) was
or becomes generally available to the public other than as a result of
disclosure by the Agent or such Lender, or (ii) was or becomes available on a
non-confidential basis from a source other than the Borrower or a Guarantor,
provided that such source is not bound by a confidentiality agreement with the
Borrower known to the Agent or such Lender; provided, however, that the Agent
and any Lender may disclose such information (1) at the request or pursuant to
any requirement of any Governmental Authority to which the Agent or such Lender
is subject or in connection with an examination of the Agent or such Lender by
any such Governmental Authority; (2) pursuant to subpoena or other court
process; (3) when required to do so in accordance with the provisions of any
applicable requirement of law; (4) to the extent reasonably required in
connection with any litigation or proceeding (including, but not limited to, any
bankruptcy proceeding) to which the Agent, any Lender or their respective
Affiliates may be party; (5) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Loan Document; (6)
to the Agent's or such Lender's independent
34
auditors, accountants, attorneys and other professional advisors; (7) to any
Affiliate of the Agent or such Lender, or to any Participating Lender or
assignee under any Assignment and Acceptance, actual or potential, provided that
such affiliate, Participating Lender or assignee agrees to keep such information
confidential to the same extent required of the Agent and the Lenders hereunder;
and (8) as expressly permitted under the terms of any other document or
agreement regarding confidentiality to which the Borrower or a Guarantor is
party or is deemed party with the Agent or such Lender.
6.7 Collateral Reporting. The Borrower shall provide the Agent with
such reports as to the Collateral or Guarantor Collateral of the Borrower or as
to the Guarantor Collateral of LDM Canada as the Agent shall reasonably request
from time to time, together with a certificate of an officer of the Borrower
certifying as to the accuracy and completeness of the foregoing.
6.8 Accounts.
(a) The Borrower hereby represents and warrants to the Agent
and the Lenders, with respect to the Accounts, that: (i) each existing Account
represents, and each future Account will represent, a bona fide sale or lease
and delivery of goods by the Borrower or LDM Canada, or rendition of services by
the Borrower or LDM Canada, in the ordinary course of the Borrower's or LDM
Canada's business; (ii) each existing Account is, and each future Account will
be, for a liquidated amount payable by the Account Debtor thereon on the terms
set forth in the invoice therefor or in the schedule thereof delivered to the
Agent, without any offset, deduction, defense, or counterclaim except those
known to the Borrower and disclosed to the Agent and the Lenders pursuant to
this Agreement; (iii) no payment will be received with respect to any Account,
and no credit, discount, or extension, or agreement therefor will be granted on
any Account, except as reported to the Agent and the Lenders in accordance with
this Agreement; (iv) each copy of an invoice delivered to the Agent by the
Borrower will be a genuine copy of the original invoice sent to the Account
Debtor named therein; and (v) all goods described in each invoice will have been
delivered to the Account Debtor and all services of the Borrower or LDM Canada
described in each invoice will have been performed.
(b) Borrower shall not and shall not cause or permit LDM
Canada to re-date any invoice or sale or make sales on extended dating beyond
that customary in the Borrower's business or extend or modify any Account. If
the Borrower becomes aware of any matter adversely affecting the collectability
of any Account or Account Debtor involving an amount greater than $500,000,
including information regarding the Account Debtor's creditworthiness, the
Borrower will promptly so advise the Agent.
(c) Borrower shall not and shall not cause or permit LDM
Canada to accept any note or other instrument (except a check or other
instrument for the immediate payment of money) with respect to any Account
without the Agent's written consent. If the Agent consents to the acceptance of
any such instrument, it shall be considered as evidence of the Account and not
payment thereof and the Borrower will promptly deliver such instrument to the
Agent, endorsed by the Borrower or LDM Canada, as the case may be, to the Agent
in a manner satisfactory in form and substance to the Agent. Regardless of the
form of presentment, demand, notice of protest with respect thereto, the
Borrower or LDM Canada, as the case may be, shall remain liable thereon until
such instrument is paid in full.
35
(d) The Borrower shall notify the Agent promptly of all
disputes and claims in excess of $500,000, individually, or $1,500,000 in the
aggregate with any Account Debtor, and agrees to settle, contest, or adjust such
dispute or claim at no expense to the Agent or any Lender. No discount, credit
or allowance shall be granted to any Account Debtor other than normal and
customary discounts and allowances without the Agent's prior written consent,
except for discounts, credits and allowances made or given in the ordinary
course of the Borrower's or LDM Canada's, as the case may be, business when no
Event of Default exists hereunder. The Borrower shall send the Agent a copy of
each credit memorandum in excess of $500,000 as soon as issued. The Agent may,
and at the direction of the Majority Lenders shall, at all times when an Event
of Default exists hereunder, settle or adjust disputes and claims directly with
Account Debtors for amounts and upon terms which the Agent or the Majority
Lenders, as applicable, shall consider advisable and, in all cases, the Agent
will credit the Borrower's Loan Account with only the net amounts received by
the Agent in payment of any Accounts.
(e) If an Account Debtor returns any Inventory to the Borrower
or LDM Canada when no Event of Default exists, then the Borrower shall promptly
determine or shall cause LDM Canada to promptly determine the reason for such
return and shall issue a credit memorandum to the Account Debtor in the
appropriate amount. The Borrower shall immediately report to the Agent any
return involving an amount in excess of $500,000. Each such report shall
indicate the reasons for the returns and the locations and condition of the
returned Inventory. In the event any Account Debtor returns Inventory to the
Borrower or LDM Canada when an Event of Default exists, the Borrower, upon
request of the Agent, shall, and shall cause LDM Canada to: (i) hold the
returned Inventory in trust for the Agent; (ii) segregate all returned Inventory
from all of its other property; (iii) dispose of the returned Inventory solely
according to the Agent's written instructions; and (iv) not issue any credits or
allowances with respect thereto without the Agent's prior written consent. All
returned Inventory shall be subject to the Agent's Liens thereon.
6.9 Collection of Accounts; Payments.
(a) Until the Agent notifies the Borrower to the contrary, the
Borrower shall and shall cause LDM Canada to make collection of all Accounts and
other Collateral and Guarantor Collateral for the Agent, shall and shall cause
LDM Canada to receive all payments as the Agent's trustee, and shall immediately
deliver all payments in their original form duly endorsed in blank into a
Payment Account established for the account of the Borrower or LDM Canada, as
applicable at a bank acceptable to Agent and subject to documentation acceptable
to Agent. The Borrower shall and shall cause LDM Canada to establish a lock-box
service for collections of Accounts at a bank acceptable to the Agent and
pursuant to documentation satisfactory to the Agent. The Borrower shall and
shall cause LDM Canada to instruct all Account Debtors to make all payments
directly to the address established for such service. If, notwithstanding such
instructions, the Borrower or LDM Canada, as applicable, receives any proceeds
of Accounts, it shall receive such payments as the Agent's trustee, and shall
immediately deliver such payments to the Agent in their original form duly
endorsed in blank or deposit them into a Payment Account, as the Agent may
direct. All collections received in any such lock-box or Payment Account or
directly by the Borrower or LDM Canada, as the case may be, or the Agent, and
all funds in any Payment Account or other account to which such
36
collections are deposited shall be subject to the Agent's sole control. The
Agent or the Agent's designee may, at any time, notify Account Debtors that the
Accounts have been assigned to the Agent and of the Agent's security interest
therein. If an Event of Default shall have occurred and be continuing, the Agent
may collect the Accounts directly and charge the collection costs and expenses
to the Borrower's Loan Account as a Revolving Loan. When an Event of Default
exists, the Borrower, at the Agent's request, shall execute and deliver and
shall cause LDM Canada to execute and deliver to the Agent such documents as the
Agent shall require to grant the Agent access to any post office box in which
collections of Accounts are received.
(b) If sales of Inventory are made for cash, the Borrower
shall and shall cause LDM Canada to immediately deliver to the Agent or deposit
into a Payment Account the identical checks, cash, or other forms of payment
which the Borrower receives.
(c) All payments, including immediately available funds
received by the Agent at a bank designated by it, received by the Agent on
account of Accounts or as proceeds of other Collateral will be the Agent's sole
property for the benefit of the Lenders and will be credited to the Borrower's
Loan Account on the same Business Day as such payments are received in
immediately available funds.
(d) Notwithstanding anything to the contrary herein and in
particular Section 4.8, all proceeds and collections of LDM Canada's Accounts
and other Collateral and payments received by the Agent and/or Lenders from LDM
Canada shall be applied to fees and expense reimbursements not in the nature of
interest for the purposes of the Income Tax Act of Canada and to principal
before being applied to interest due or fees and expense reimbursements which
are or may be in the nature of interest payments for the purposes of the Income
Tax Act of Canada.
6.10 Inventory; Perpetual Inventory. The Borrower represents and
warrants to the Agent and the Lenders and agrees with the Agent and the Lenders
that all of the Inventory owned by the Borrower or LDM Canada is and will be
held for sale or lease, or to be furnished in connection with the rendition of
services, in the ordinary course of the Borrower's or LDM Canada's business, and
is and will be fit for such purposes. The Borrower will keep and will cause LDM
Canada to keep its Inventory in good and marketable condition, at its own
expense. Borrower will not, and will not permit LDM Canada to, without the prior
written consent of the Agent, acquire or accept any Inventory on consignment or
approval. The Borrower agrees that all Inventory produced in the United States
will be produced in accordance with the Federal Fair Labor Standards Act of
1938, as amended, and all rules, regulations, and orders thereunder. The
Borrower will conduct a monthly physical count of the Inventory (and after and
during the continuation of an Event of Default, at such other times as the Agent
requests) and deliver a summary of the results thereof to the Agent within
thirty (30) days after the last day of each calendar month until the Borrower
has implemented a perpetual inventory system for the Borrower and LDM Canada and
the Agent is satisfied with the test count results as a verification of the
accuracy of those perpetual inventory systems. The Borrower will not, and will
not permit LDM Canada to, without the Agent's written consent, sell any
Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on
approval, consignment, or other repurchase or return basis.
37
6.11 Equipment.
(a) The Borrower represents and warrants to the Agent and the
Lenders and agrees with the Agent and the Lenders that all of the Equipment
owned by the Borrower or LDM Canada is and will be used or held for use in the
Borrower's or LDM Canada's, as the case may be, business, and is and will be fit
for such purposes. The Borrower shall keep and maintain and shall cause LDM
Canada to keep and maintain its Equipment in good operating condition and repair
(ordinary wear and tear excepted) and shall make all necessary replacements
thereof.
(b) The Borrower shall promptly inform the Agent of any
material additions to or deletions from the Equipment. The Borrower shall not
permit any Equipment to become a fixture with respect to real property or to
become an accession with respect to other personal property with respect to
which real or personal property the Agent does not have a Lien. The Borrower
will not and will not permit LDM Canada, without the Agent's prior written
consent, alter or remove any identifying symbol or number on any of the
Borrower's or LDM Canada's Equipment consisting of Collateral or Guarantor
Collateral, as the case may be.
(c) The Borrower shall not, and shall not permit LDM Canada
to, without the Lenders' prior written consent, sell, lease as a lessor (except
as permitted by Section 9.9) or otherwise dispose of any of the Borrower's or
LDM Canada's Equipment; provided, however, that the Borrower and LDM Canada may
dispose of obsolete or unusable Equipment having an orderly liquidation value no
greater than $500,000 in the aggregate in any Fiscal Year, without the Lenders'
consent, subject to the conditions set forth in the next sentence. In the event
any of such Equipment is sold, transferred or otherwise disposed of pursuant to
the proviso contained in the immediately preceding sentence, (1) if such sale,
transfer or disposition is effected without replacement of such Equipment, or
such Equipment is replaced by Equipment leased by the Borrower or LDM Canada or
by Equipment purchased by the Borrower or LDM Canada subject to a Lien, then the
Borrower shall deliver or cause LDM Canada to deliver all of the cash proceeds
of any such sale, transfer or disposition to the Agent, which proceeds shall be
applied, ratably, to the reduction of the Obligations in the order provided for
in Section 4.8, or (2) if such sale, transfer or disposition is made in
connection with the purchase by the Borrower or LDM Canada of replacement
Equipment, then the Borrower shall use or shall cause LDM Canada to use, as the
case may be, the proceeds of such sale, transfer or disposition to purchase such
replacement Equipment and shall deliver to the Agent written evidence of the use
of the proceeds for such purchase. All replacement Equipment purchased by the
Borrower or LDM Canada shall be free and clear of all Liens except the Agent's
Lien.
6.12 Assigned Contracts. The Borrower shall and shall cause LDM Canada
to fully perform all of its obligations under each of the Borrower's or LDM
Canada's Assigned Contracts, and shall enforce and shall cause LDM Canada to
enforce all of its rights and remedies thereunder as it deems appropriate in its
business judgment; provided, however, that the Borrower shall not and shall not
permit LDM Canada to take any action or fail to take any action with respect to
its Assigned Contracts which would result in a waiver or other loss of any
material right or remedy of the Borrower or LDM Canada thereunder. Without
limiting the generality of the foregoing, the Borrower shall take and shall
cause LDM Canada to take all action necessary or appropriate to permit, and
shall not take any action which would have any materially adverse effect upon,
the full enforcement of all indemnification rights under its
38
Assigned Contracts. The Borrower shall not and shall not permit LDM Canada to,
without the Agent's and the Majority Lender's prior written consent, modify,
amend, supplement, compromise, satisfy, release, or discharge any of its
Assigned Contracts, any collateral securing the same, any Person liable directly
or indirectly with respect thereto, or any agreement relating to any of its
Assigned Contracts or the collateral therefor. The Borrower shall notify the
Agent and the Lenders in writing, promptly after the Borrower or LDM Canada
becomes aware thereof, of any event or fact which could give rise to a claim by
it for indemnification under any of its Assigned Contracts, and shall diligently
pursue or cause LDM Canada diligently to pursue such right and report to the
Agent on all further developments with respect thereto. The Borrower shall remit
directly to the Agent for application to the Obligations in such order as the
Majority Lenders shall determine, all amounts received by the Borrower or LDM
Canada as indemnification or otherwise pursuant to its Assigned Contracts. If
the Borrower or LDM Canada shall fail after the Agent's demand to pursue
diligently any right under its Assigned Contracts, or if an Event of Default
then exists, the Agent may, and at the direction of the Majority Lenders shall,
directly enforce such right in its own or the Borrower's or LDM Canada's name
and may enter into such settlements or other agreements with respect thereto as
the Agent or the Majority Lenders, as applicable, shall determine. In any suit,
proceeding or action brought by the Agent for the benefit of the Lenders under
any Assigned Contract for any sum owing thereunder or to enforce any provision
thereof, the Borrower shall indemnify and hold the Agent and Lenders harmless
from and against all expense, loss or damage suffered by reason of any defense,
setoff, counterclaims, recoupment, or reduction of liability whatsoever of the
obligor thereunder arising out of a breach by the Borrower or LDM Canada of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing from the Borrower or LDM Canada to or in favor of
such obligor or its successors. All such obligations of the Borrower or LDM
Canada shall be and remain enforceable only against the Borrower or LDM Canada,
as the case may be, and shall not be enforceable against the Agent.
Notwithstanding any provision hereof to the contrary, the Borrower or LDM
Canada, as the case may be, shall at all times remain liable to observe and
perform all of its duties and obligations under its Assigned Contracts, and the
Agent's or any Lender's exercise of any of their respective rights with respect
to the Collateral shall not release the Borrower or LDM Canada, as the case may
be, from any of such duties and obligations. Neither the Agent nor any Lender
shall be obligated to perform or fulfill any of the Borrower's or LDM Canada's
duties or obligations under its Assigned Contracts or to make any payment
thereunder, or to make any inquiry as to the nature or sufficiency of any
payment or property received by it thereunder or the sufficiency of performance
by any party thereunder, or to present or file any claim, or to take any action
to collect or enforce any performance, any payment of any amounts, or any
delivery of any property.
6.13 Documents, Instruments, and Chattel Paper. The Borrower represents
and warrants to the Agent and the Lenders that (i) all documents, instruments,
and chattel paper describing, evidencing, or constituting Collateral, Pledged
Collateral or Guarantor Collateral, as the case may be, and all signatures and
endorsements thereon, are and will be complete, valid, and genuine, and (ii) all
goods evidenced by such documents, instruments, and chattel paper are and will
be owned by the Borrower or a Guarantor, as the case may be, free and clear of
all Liens other than Permitted Liens. The Borrower agrees that it shall deliver
and shall cause each Guarantor to deliver to the Agent, at the Closing Date, and
thereafter, promptly upon obtaining possession thereof, the originals of all
instruments and chattel paper received by the Borrower or
39
such Guarantor.
6.14 Right to Cure. The Agent may, in its discretion, and shall, at the
direction of the Majority Lenders, pay any amount or do any act required of the
Borrower or any Guarantor hereunder or under any other Loan Document in order to
preserve, protect, maintain or enforce the Obligations, the Collateral, Pledge
Collateral or Guarantor Collateral, or the Agent's Liens therein, and which the
Borrower or such Guarantor, as the case may be, fails to pay or do, including,
without limitation, payment of any judgment against the Borrower or such
Guarantor, any insurance premium, any warehouse charge, any finishing or
processing charge, any landlord's claim, and any other Lien upon or with respect
to the Collateral, Pledged Collateral or Guarantor Collateral. All payments that
the Agent makes under this Section 6.14 and all out-of-pocket costs and expenses
that the Agent pays or incurs in connection with any action taken by it
hereunder shall be charged to the Borrower's Loan Account (as defined in the
Loan and Security Agreement) as a Revolving Loan. Any payment made or other
action taken by the Agent under this Section 6.14 shall be without prejudice to
any right to assert an Event of Default hereunder and to proceed thereafter as
herein provided.
6.15 Power of Attorney. The Borrower hereby appoints the Agent and the
Agent's designee as the Borrower's attorney, with power: (i) to endorse the
Borrower's name on any checks, notes, acceptances, money orders, or other forms
of payment or security that come into the Agent's or any Lender's possession;
(ii) to sign the Borrower's name on any invoice, xxxx of lading, warehouse
receipt or other document of title relating to any Collateral, on drafts against
customers, on assignments of Accounts, on notices of assignment, financing
statements and other public records; (iii) to notify the post office
authorities, when an Event of Default exists, to change the address for delivery
of the Borrower's mail to an address designated by the Agent and to receive,
open and dispose of all mail addressed to the Borrower; (iv) to send requests
for verification of Accounts to customers or Account Debtors; (v) to clear
Inventory, the purchase of which was financed with Letters of Credit, through
customs in the Borrower's name, the Agent's name or the name of the Agent's
designee, and to sign and deliver to customs officials powers of attorney in the
Borrower's name for such purpose; and (vi) to do all things necessary to carry
out this Agreement. The Borrower ratifies and approves all acts of such
attorney. None of the Lenders or the Agent nor their attorneys will be liable
for any acts or omissions or for any error of judgment or mistake of fact or law
other than as a result of such Person's gross negligence or willful misconduct.
This power, being coupled with an interest, is irrevocable until this Agreement
has been terminated and the Obligations have been fully satisfied.
6.16 The Agent's and Lenders' Rights, Duties and Liabilities. The
Borrower assumes all responsibility and liability arising from or relating to
the use, sale or other disposition of the Collateral, Pledged Collateral or
Guarantor Collateral. Neither the Agent, nor any Lender, nor any of their
respective officers, directors, employees or agents shall be liable or
responsible in any way for the safekeeping of any of the Collateral, Pledged
Collateral or Guarantor Collateral, or for any loss or damage thereto, or for
any diminution in the value thereof, or for any act of default of any
warehouseman, carrier, forwarding agency or other person whomsoever, all of
which shall be at the Borrower's sole risk. The Obligations shall not be
affected by any failure of the Agent or any Lender to take any steps to perfect
the Agent's Liens or to collect or realize upon the Collateral, Pledged
Collateral or Guarantor Collateral, nor shall loss of or damage to the
Collateral, Pledged Collateral or Guarantor Collateral release the Borrower
from any of the
40
Obligations. Upon the occurrence and continuance of an Event of Default, the
Agent may (but shall not be required to), and at the direction of the Majority
Lenders shall, without notice to or consent from the Borrower, xxx upon or
otherwise collect, extend the time for payment of, modify or amend the terms of,
compromise or settle for cash, credit, or otherwise upon any terms, grant other
indulgences, extensions, renewals, compositions, or releases, and take or omit
to take any other action with respect to the Collateral, Pledged Collateral or
Guarantor Collateral, any security therefor, any agreement relating thereto, any
insurance applicable thereto, or any Person liable directly or indirectly in
connection with any of the foregoing, without discharging or otherwise affecting
the liability of the Borrower for the Obligations or under this Agreement or any
other agreement now or hereafter existing between the Agent and/or any Lender
and the Borrower.
6.17 Effect of Amendment and Restatement on Article 6. As of the
Closing Date, the provisions of this Article 6 shall be deemed to amend and
restate Article 6 of the Prior Term Loan Agreement; provided, that the
obligations of, and the security interests and Liens granted by, the Borrower,
LDM Canada or any Guarantor under the Prior Term Loan Agreement shall survive
and be continuing in accordance with the terms hereof.
ARTICLE 7
BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
7.1 Books and Records. The Borrower shall and shall cause each
Subsidiary to maintain, at all times, correct and complete books, records and
accounts in which complete, correct and timely entries are made of their
respective transactions in accordance with GAAP applied consistently with the
audited Financial Statements required to be delivered pursuant to Section
7.2(a). The Borrower shall and shall cause each Subsidiary to, by means of
appropriate entries, reflect in such accounts and in all Financial Statements
proper liabilities and reserves for all taxes and proper provision for
depreciation and amortization of property and bad debts, all in accordance with
GAAP. The Borrower shall and shall cause each Subsidiary to maintain at all
times books and records pertaining to the Collateral, Pledged Collateral and
Guarantor Collateral in such detail, form and scope as the Agent or any Lender
shall reasonably require, including, but not limited to, records of (a) all
payments received and all credits and extensions granted with respect to the
Accounts; (b) the return, rejections, repossession, stoppage in transit, loss,
damage, or destruction of any Inventory; and (c) all other dealings affecting
the Collateral, Pledged Collateral and Guarantor Collateral.
7.2 Financial Information. The Borrower shall promptly furnish to the
Agent (and the Agent shall supply each Lender with a copy of) all such financial
information as the Agent or any Lender shall reasonably request, and notify its
auditors and accountants that the Agent, on behalf of the Lenders, is authorized
to obtain such information directly from them. Without limiting the foregoing,
the Borrower will furnish to the Agent, in sufficient copies for distribution by
the Agent to each Lender, in such detail as the Agent or the Lenders shall
request, the following:
(a) As soon as available, but in any event not later than
ninety (90) days after the close of each Fiscal Year, consolidated audited and
consolidating audited balance sheets, and
41
statements of income and expense, cash flow and of stockholders' equity for the
Borrower and its Subsidiaries for such Fiscal Year and separate unaudited
consolidated financial statements (as described above) for Borrower and its
Subsidiaries, for such Fiscal Year, prepared by the Borrower's outside auditors,
in each case, with the accompanying notes thereto, setting forth in each case in
comparative form figures for the previous Fiscal Year, all in reasonable detail,
fairly presenting the financial position and the results of operations of the
Borrower and its consolidated Subsidiaries as at the date thereof and for the
Fiscal Year then ended, and prepared in accordance with GAAP. Such statements
shall be examined in accordance with generally accepted auditing standards by
and, in the case of such statements performed on a consolidated basis,
accompanied by a report thereon unqualified as to scope of independent certified
public accountants selected by the Borrower and reasonably satisfactory to the
Agent. The Borrower, simultaneously with retaining such independent public
accountants to conduct such annual audit, shall send a letter to such
accountants, with a copy to the Agent and the Lenders, notifying such
accountants that one of the primary purposes for retaining such accountants'
services and having audited financial statements prepared by them is for use by
the Agent and the Lenders.
(b) As soon as available, but in any event not later than
thirty (30) days after the end of each month, consolidated and consolidating
unaudited balance sheets of the Borrower and its consolidated Subsidiaries (and
of the Borrower and its Subsidiaries) as at the end of such month, and
consolidated and consolidating unaudited statements of income and expense and
cash flow for the Borrower and its consolidated Subsidiaries (and of the
Borrower and its Subsidiaries) for such month and for the period from the
beginning of the Fiscal Year to the end of such month, all in reasonable detail,
fairly presenting the financial position and results of operations of the
Borrower and its consolidated Subsidiaries (and of the Borrower and its
Subsidiaries) as at the date thereof and for such periods, and prepared in
accordance with GAAP applied consistently with the audited Financial Statements
required to be delivered pursuant to Section 7.2(a). The Borrower shall certify
by a certificate signed by its the chief financial officer or director of
finance that all such statements have been prepared in accordance with GAAP and
present fairly, subject to normal year-end adjustments, the Borrower's financial
position as at the dates thereof and its results of operations for the periods
then ended.
(c) With each of the audited Financial Statements delivered
pursuant to Section 7.2(a), a certificate of the independent certified public
accountants that examined such statement to the effect that they have reviewed
and are familiar with this Agreement and that, in examining such Financial
Statements, they did not become aware of any fact or condition which then
constituted a Default or Event of Default under Sections 9.23 through 9.26,
inclusive, except for those, if any, described in reasonable detail in such
certificate.
(d) With each of the annual audited Financial Statements
delivered pursuant to Section 7.2(a), and within forty-five (45) days after the
end of each fiscal quarter, a certificate of the chief financial officer or
director of finance of the Borrower (i) setting forth in reasonable detail the
calculations required to establish that the Borrower was in compliance with the
covenants set forth in Sections 9.23 through 9.26, inclusive, during the period
covered in such Financial Statements and as at the end thereof, and (ii) stating
that, except as explained in reasonable detail in such certificate, (A) all of
the representations and warranties of the Borrower contained in this Agreement
and the other Loan Documents are correct and complete in all material respects
as at the date of such certificate as if made at such time, (B) the Borrower is,
at
42
the date of such certificate, in compliance in all material respects with all of
their respective covenants and agreements in this Agreement and the other Loan
Documents, (C) no Default or Event of Default then exists or existed during the
period covered by such Financial Statements, (D) describing and analyzing in
reasonable detail all material trends, changes, and developments in each and all
Financial Statements; and (E) explaining the variances of the figures in the
corresponding budgets and prior Fiscal Year financial statements. If such
certificate discloses that a representation or warranty is not correct or
complete, or that a covenant has not been complied with, or that a Default or
Event of Default existed or exists, such certificate shall set forth what action
the Borrower has taken or proposes to take with respect thereto.
(e) No sooner than sixty (60) days and not less than thirty
(30) days prior to the beginning of each Fiscal Year, annual forecasts (to
include forecasted consolidated and consolidating balance sheets, statements of
income and expenses and statements of cash flow) for the Borrower and its
Subsidiaries as at the end of and for each month of such Fiscal Year.
(f) Promptly after filing with the PBGC and the IRS or any
other Governmental Authority, a copy of each annual report or other filing filed
with respect to each Plan of the Borrower or any Subsidiary.
(g) Promptly upon the filing thereof, copies of all reports,
if any, to or other documents filed by the Borrower or any of its Subsidiaries
with the Securities and Exchange Commission under the Exchange Act, and all
reports, notices, or statements sent or received by the Borrower or any of its
Subsidiaries to or from the holders of any equity interests of the Borrower
(other than routine non-material correspondence sent by shareholders of the
Borrower to the Borrower) or any such Subsidiary or of any Debt for borrowed
money of the Borrower or any of its Subsidiaries registered under the Securities
Act of 1933 or to or from the trustee under any indenture under which the same
is issued.
(h) As soon as available, but in any event not later than
fifteen (15) days after the Borrower's receipt thereof, a copy of all
management reports and management letters prepared for the Borrower by Ernst &
Young LLP or any other independent certified public accountants of the Borrower.
(i) Promptly after their preparation, copies of any and all
proxy statements, financial statements, and reports which the Borrower makes
available to its stockholders.
(j) Promptly after filing with the IRS or Revenue Canada, a
copy of each tax return filed by the Borrower or by any of its Subsidiaries.
(k) Such additional information as the Agent and/or any Lender
may from time to time reasonably request regarding the financial and business
affairs of the Borrower or any Subsidiary.
7.3 Notices to the Lenders. The Borrower shall notify the Agent, in
writing of the following matters at the following times:
(a) Immediately after becoming aware of any Default or Event
of Default.
43
(b) Immediately after becoming aware of the assertion by the
holder of any capital stock of the Borrower or Subsidiary thereof or of any Debt
in an outstanding principal amount in excess of $1,000,000 that a default
exists with respect thereto or that the Borrower is not in compliance with the
terms thereof, or the threat or commencement by such holder of any enforcement
action because of such asserted default or non-compliance.
(c) Immediately after becoming aware of any material adverse
change in the Borrower's or any Subsidiary's property, business, operations, or
condition (financial or otherwise).
(d) Immediately after becoming aware of any pending or
threatened action, suit, proceeding, or counterclaim by any Person, or any
pending or threatened investigation by a Governmental Authority, which action,
suit, proceeding, counterclaim or investigation seeks damages in excess of
$1,000,000 (which amount shall not be fully covered by insurance), or which may
otherwise materially and adversely affect the Collateral, Pledged Collateral or
Guarantor Collateral, the repayment of the Obligations, the Agent's or any
Lender's rights under the Loan Documents, or the Borrower's or any Subsidiary's
property, business, operations, or condition (financial or otherwise).
(e) Immediately after becoming aware of any pending or
threatened strike, work stoppage, unfair labor practice claim, or other labor
dispute affecting the Borrower or any of its Subsidiaries in a manner which
could reasonably be expected to have a Material Adverse Effect.
(f) Immediately after becoming aware of any violation of any
law, statute, regulation, or ordinance of a Governmental Authority affecting the
Borrower which could reasonably be expected to have a Material Adverse Effect.
(g) Immediately after receipt of any notice of any violation
by the Borrower or any of its Subsidiaries of any Environmental Law which could
reasonably be expected to have a Material Adverse Affect or that any
Governmental Authority has asserted that the Borrower or any Subsidiary thereof
is not in compliance with any Environmental Law.
(h) Immediately after receipt of any written notice that the
Borrower or any of its Subsidiaries is or may be liable to any Person as a
result of the Release or threatened Release of any Contaminant or that the
Borrower or any Subsidiary is subject to investigation by any Governmental
Authority evaluating whether any remedial action is needed to respond to the
Release or threatened Release of any Contaminant which, in either case, is
reasonably likely to give rise to liability in excess of $1,000,000.
(i) Immediately after receipt of any written notice of the
imposition of any Environmental Lien against any property of the Borrower or any
of its Subsidiaries.
(j) Any change in the Borrower's or LDM Canada's name, state
or province of incorporation, or form of organization, trade names or styles
under which the Borrower or LDM Canada will sell Inventory or create Accounts,
or to which instruments in payment of Accounts may be made payable, in each case
at least thirty (30) days prior thereto.
44
(k) Within ten (10) Business Days after the Borrower, any
Subsidiary or any ERISA Affiliate knows or has reason to know, that an ERISA
Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975
of the Code) has occurred, and, when known, any action taken or threatened by
the IRS, the DOL, the PBGC or any other Governmental Authority with respect
thereto.
(l) Upon request, or, in the event that such filing reflects a
significant change with respect to the matters covered thereby, within three (3)
Business Days after the filing thereof with the PBGC, the DOL, the IRS, the
Pension Commission of Ontario or any other applicable Governmental Authority, as
applicable, copies of the following: (i) each annual report (form 5500 series),
including Schedule B thereto, filed with the PBGC, the DOL or the IRS with
respect to each Plan and, in the case of any Plan governed by PBA, each report,
valuation, request for amendment, whole or partial withdrawal or termination or
other variation, (ii) a copy of each funding waiver request filed with the PBGC,
the DOL, the IRS, the Pension Commission of Ontario or any other applicable
Governmental Authority with respect to any Plan and all communications received
by the Borrower or any ERISA Affiliate from the PBGC, the DOL, the IRS, the
Pension Commission of Ontario or other applicable Governmental Authority with
respect to such request, and (iii) a copy of each other filing or notice filed
with the PBGC, the DOL, the IRS, the Pension Commission of Ontario or other
applicable Governmental Authority, with respect to each Plan of the Borrower,
any Subsidiary or any ERISA Affiliate.
(m) Upon request, copies of each actuarial report for any Plan
or Multi-employer Plan and annual report for any Multi-employer Plan; and
within ten (10) days after receipt thereof by the Borrower, or any Subsidiary
or any ERISA Affiliate, copies of the following: (i) any notices of the
PBGC's, the Pension Commission of Ontario's or other applicable Government
Authority's intention to terminate a Plan or to have a trustee appointed to
administer such Plan; (ii) any favorable or unfavorable determination letter
from the IRS, the Pension Commission of Ontario or other applicable
Governmental Authority regarding the qualification of a Plan under Section
401(a) of the Code, the PBA or other applicable laws; or (iii) any notice from
a Multi-employer Plan regarding the imposition of withdrawal liability.
(n) Within ten (10) days upon the occurrence thereof: (i) any
changes in the benefits of any existing Plan which increase the Borrower's or
any Subsidiary's annual costs with respect thereto by an amount in excess of
$1,000,000, or the establishment of any new Plan or the commencement of
contributions to any Plan to which the Borrower, any Subsidiary or any ERISA
Affiliate was not previously contributing; or (ii) any failure by the Borrower,
any Subsidiary or any ERISA Affiliate to make a required installment or any
other required payment under Section 412 of the Code, the PBA or other
applicable laws on or before the due date for such installment or payment.
(o) Within ten (10) days after the Borrower, any Subsidiary or
any ERISA Affiliate knows or has reason to know that any of the following events
has or will occur: (i) a Multi-employer Plan has been or will be terminated;
(ii) the administrator or plan sponsor of a Multi-employer Plan intends to
terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will
institute proceedings under Section 4042 of ERISA to terminate a Multi-employer
Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan.
45
Each notice given under this Section shall describe the subject matter thereof
in reasonable detail, and shall set forth the action that the Borrower, any
Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take
with respect thereto.
ARTICLE 8
GENERAL WARRANTIES AND REPRESENTATIONS
The Borrower warrants and represents to the Agent and the Lenders that
except as hereafter disclosed to and accepted by the Agent and the Majority
Lenders in writing:
8.1 Authorization, Validity, and Enforceability of this Agreement and
the Loan Documents. Each of the Borrower and each Guarantor has the power and
authority to execute, deliver and perform this Agreement and the other Loan
Documents to which each is a party, as applicable. The Borrower has the power
and authority to incur the Obligations, and to grant to the Agent Liens upon and
security interests in the Collateral and the Pledged Collateral. Each Guarantor
has the power and authority to grant to the Agent liens upon and security
interests in the Guarantor Collateral. Each of the Borrower and each Guarantor
has taken all necessary action (including without limitation, obtaining approval
of its stockholders if necessary) to authorize its execution, delivery, and
performance of this Agreement and the other Loan Documents to which each is a
party, as applicable. No consent, approval, or authorization of, or declaration
or filing with, any Governmental Authority, and no consent of any other Person,
is required in connection with the Borrower's execution, delivery and
performance of this Agreement and Borrower's or any Guarantor's execution,
delivery and performance of the other Loan Documents, except for those already
duly obtained. This Agreement and the other Loan Documents have been duly
executed and delivered by the Borrower and each Guarantor, as applicable, and
constitute the legal, valid and binding obligation of the Borrower and such
Guarantor, as applicable, enforceable against it in accordance with their
respective terms without defense, setoff or counterclaim. Neither the Borrower's
nor any Guarantor's execution, delivery, and performance of the Loan Documents
to which it is a Party do or will conflict with, or constitute a violation or
breach of, or constitute a default under, or result in the creation or
imposition of any Lien upon the property of the Borrower or any of its
Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease,
agreement, indenture, or instrument to which the Borrower or any of its
Subsidiaries is a party or which is binding upon it or therein, (b) any
Requirement of Law applicable to the Borrower or any of its Subsidiaries, or (c)
the certificate or articles of incorporation or by-laws, partnership agreement,
or limited liability company agreement of the Borrower or any of its
Subsidiaries.
8.2 Validity and Priority of Security Interest. The provisions of this
Agreement, the Mortgages, and the other Loan Documents create legal and valid
Liens on all the Collateral, Pledged Collateral and Guarantor Collateral, in
favor of the Agent, for the ratable benefit of the Lenders, and such Liens
constitute perfected and continuing Liens on all the Collateral, Pledged
Collateral and Guarantor Collateral, having priority over all other Liens (other
than Permitted Liens) on the Collateral, Pledged Collateral and Guarantor
Collateral, securing all the Obligations, and enforceable against the Borrower,
each Guarantor and all third parties.
8.3 Organization and Qualification. The Borrower and each Guarantor (a)
is duly
46
organized and validly existing in good standing under the laws of the
jurisdiction of its organization, (b) is qualified to do business as a foreign
entity and is in good standing in the jurisdictions set forth on Schedule 8.3
which are the only jurisdictions in which qualification is necessary in order
for it to own or lease its property and conduct its business and (c) has all
requisite power and authority to conduct its business and to own its property.
8.4 Corporate Name; Prior Transactions. Neither the Borrower nor any
Guarantor has, during the past five (5) years, been known by or used any other
corporate or fictitious name, or been a party to any merger or consolidation, or
acquired all or substantially all of the assets of any Person, or acquired any
of its property outside of the ordinary course of business, except as set forth
on Schedule 8.4..
8.5 Subsidiaries and Affiliates. Schedule 8.5 is a correct and complete
list of the name and relationship to the Borrower of each and all of the
Borrower's Subsidiaries and other Affiliates. Each Subsidiary is (a) duly
incorporated and organized and validly existing in good standing under the laws
of its jurisdiction of incorporation set forth on Schedule 8.5, and (b)
qualified to do business as a foreign corporation and in good standing in each
jurisdiction in which the failure to so qualify or be in good standing could
reasonably be expected to have a material adverse effect on any such
Subsidiary's business, operations, prospects, property, or condition (financial
or otherwise) and (c) has all requisite power and authority to conduct its
business and own its property.
8.6 Financial Statements and Projections.
(a) The Borrower has delivered to the Agent and the Lenders
the audited balance sheet and related statements of income, retained earnings,
changes in financial position, and changes in stockholders equity for the
Borrower and its consolidated Subsidiaries for the Fiscal Year ended as of
September 26, 1999 and September 24, 2000, accompanied by the report thereon of
the Borrower's independent certified public accountants, Ernst & Young LLP. All
such financial statements have been prepared in accordance with GAAP and present
accurately and fairly the financial position of the Borrower and its
consolidated Subsidiaries as at the dates thereof and their results of
operations for the periods then ended.
(b) The Latest Projections when submitted to the Lenders as
required herein represent the Borrower's best estimate of the future financial
performance of the Borrower and its consolidated Subsidiaries for the periods
set forth therein. The Latest Projections have been prepared on the basis of the
assumptions set forth therein, which the Borrower believes are fair and
reasonable in light of current and reasonably foreseeable business conditions at
the time submitted to the Lender.
8.7 Capitalization. The Borrower's authorized capital stock consists of
100,000 shares of common stock, no par value, of which 600 shares are validly
issued and outstanding, fully paid and non-assessable. LDM Canada's authorized
capital stock consists of 100,000 shares of common stock, no par value per share
of which 10,001 shares were validly, issued and outstanding fully paid and
non-assessable.
8.8 Solvency. Each of the Borrower and LDM Canada is Solvent prior to
and after
47
giving effect to this Agreement, and shall remain Solvent during the term of
this Agreement.
8.9 Debt. After giving effect to the making of the Loans to be made on
the Closing Date, the Borrower and its Subsidiaries have no Debt, except (a) the
Obligations, (b) the Senior Subordinated Notes, (c) Debt described on Schedule
8.9, (d) the Obligations relating to the Loan and Security Agreement, (e) the
Intercompany Loan and (f) trade payables and other contractual obligations
arising in the ordinary course of business.
8.10 Distributions. Since September 25, 2000, no Distribution has been
declared, paid, or made upon or in respect of any capital stock or other
securities of the Borrower or any of its Subsidiaries.
8.11 Title to Property. Each of the Borrower and LDM Canada has good
and marketable title in fee simple to its real property listed in Schedule 8.12
hereto, and each of LDM Canada and the Borrower has good, indefeasible, and
merchantable title to all of its other property (including, without limitation,
the assets reflected on the Financial Statements delivered to the Agent and the
Lenders pursuant to Section 8.6(a), except as disposed of in the ordinary course
of business since the date thereof), free of all Liens except Permitted Liens.
8.12 Real Estate; Leases. Schedule 8.12 sets forth a correct and
complete list of all Real Estate owned by the Borrower or any of its
Subsidiaries, all leases and subleases of real or personal property by the
Borrower or its Subsidiaries as lessee or sublessee (other than leases of
personal property as to which the Borrower is lessee or sublessee for which the
value of such personal property is less than $500,000 individually or $1,500,000
in the aggregate), and all leases and subleases of real or personal property by
the Borrower or its Subsidiaries as lessor, lessee, sublessor or sublessee. Each
of such leases and subleases is valid and enforceable in accordance with its
terms and is in full force and effect, and no default by any party to any such
lease or sublease exists.
8.13 Proprietary Rights Collateral. Schedule 8.13 sets forth a correct
and complete list of all of the Proprietary Rights constituting patents,
trademarks, copyrights and license agreements, if any, relating thereto, of the
Borrower and its Subsidiaries. None of the Collateral or Guarantor Collateral
consisting of Proprietary Rights is subject to any licensing agreement or
similar arrangement. To the best of the Borrower's knowledge, none of the
Collateral or Guarantor Collateral consisting of Proprietary Rights infringes on
or conflicts with any other Person's property, and no other Person's property
infringes on or conflicts with the Collateral or Guarantor Collateral consisting
of Proprietary Rights. The Collateral and Guarantor Collateral consisting of
Proprietary Rights as described on Schedule 8.13 constitute all of the property
of such type necessary to the current and anticipated future conduct of the
Borrower's and its Subsidiary's business.
8.14 Trade Names and Terms of Sale. All trade names or styles under
which the Borrower or any of its Subsidiaries will sell Inventory or create
Accounts, or to which instruments in payment of Accounts may be made payable,
are listed on Schedule 8.14.
8.15 Litigation. Except as set forth on Schedule 8.15, there is no
pending or (to the best of the Borrower's knowledge) threatened, action, suit,
proceeding, or counterclaim by any
48
Person, or investigation by any Governmental Authority, or any basis for any of
the foregoing, which could reasonably be expected to cause a Material Adverse
Effect.
8.16 Restrictive Agreements. Neither the Borrower nor any of its
Subsidiaries is a party to any contract or agreement, or subject to any charter
or other corporate restriction, which affects its ability to execute, deliver,
and perform the Loan Documents and repay the Obligations or which materially and
adversely affects or, insofar as the Borrower can reasonably foresee, could
materially and adversely affect, the property, business, operations, or
condition (financial or otherwise) of the Borrower or such Subsidiary, or would
in any respect cause a Material Adverse Effect.
8.17 Labor Disputes. Except as set forth on Schedule 8.17 hereto: there
is (a) no collective bargaining agreement or other labor contract covering
employees of the Borrower or any of its Subsidiaries, (b) no such collective
bargaining agreement or other labor contract is scheduled to expire during the
term of this Agreement, (c) no union or other labor organization is seeking to
organize, or to be recognized as, a collective bargaining unit of employees of
the Borrower or any of its Subsidiaries or for any similar purpose, and (d) no
pending or (to the best of the Borrower's knowledge) threatened, strike, work
stoppage, material unfair labor practice claim, or other material labor dispute
against or affecting the Borrower or its Subsidiaries or their employees.
8.18 Environmental Laws. Except as set forth on Schedule 8.18 hereto:
(a) The Borrower and its Subsidiaries have complied in all
material respects with all Environmental Laws applicable to its Premises and
business, and neither the Borrower nor any Subsidiary nor any of its present
Premises or operations, nor its past property or operations, nor any property
now or previously in its charge, management or control is subject to any
enforcement order from or liability agreement with any Governmental Authority or
private Person respecting (i) compliance with any Environmental Law or (ii) any
potential liabilities and costs or remedial action arising from the Release or
threatened Release of a Contaminant;
(b) The Borrower and its Subsidiaries have obtained all
permits necessary for their current operations under Environmental Laws, and all
such permits are in good standing and the Borrower and its Subsidiaries are in
material compliance with all terms and conditions of such permits;
(c) Neither the Borrower nor any of its Subsidiaries, nor, to
the best of the Borrower's knowledge, any of its predecessors in interest, has
stored, treated or disposed of any hazardous waste on any Premises, as defined
pursuant to 40 CFR Part 261 or any equivalent Environmental Law or any property
now or previously in its charge, management or control other than in compliance
with applicable Environmental Laws;
(d) Neither the Borrower nor any of its Subsidiaries has
received any summons, complaint, order or similar written notice that it is not
currently in compliance with, or that any Governmental Authority is
investigating its compliance with, any Environmental Laws or that it is or may
be liable to any other Person as a result of a Release or threatened Release of
a Contaminant;
49
(e) None of the present or past operations or any property now
or previously in its charge, management or control of the Borrower and its
Subsidiaries is the subject of any investigation by any Governmental Authority
evaluating whether any remedial action is needed to respond to a Release or
threatened Release of a Contaminant;
(f) There is not now, nor to the best of the Borrower's
knowledge has there ever been on or in the Premises:
(1) any underground storage tanks or surface
impoundments,
(2) any asbestos containing material, or
(3) any polychlorinated biphenyls (PCB's) used in
hydraulic oils, electrical transformers or other equipment other than
in compliance with applicable Environmental Laws;
(g) Neither the Borrower nor any of its Subsidiaries has filed
any notice under any requirement of Environmental Law reporting a spill or
accidental and unpermitted release or discharge of a Contaminant into the
environment which has not been remediated;
(h) Neither the Borrower nor any of its Subsidiaries has
entered into any negotiations or settlement agreements with any Person
(including, without limitation, the prior owner of its property and any
Governmental Authority) imposing material obligations or liabilities on the
Borrower or any of its Subsidiaries with respect to any remedial action in
response to the Release of a Contaminant or environmentally related claim;
(i) None of the products manufactured, distributed or sold by
the Borrower or any of its Subsidiaries contain asbestos containing material;
and
(j) No Environmental Lien has attached to any Premises or
Property of the Borrower or any of its Subsidiaries.
8.19 No Violation of Law. Neither the Borrower nor any of its
Subsidiaries is in violation of any law, statute, regulation, ordinance,
judgment, order, or decree applicable to it which violation could reasonably be
expected to have a Material Adverse Effect.
8.20 No Default. After giving effect to the initial Borrowing, neither
the Borrower nor any of its Subsidiaries is in default with respect to any note,
indenture, loan agreement, mortgage, lease, deed, or other agreement to which
the Borrower or such Subsidiary is a party or by which it is bound, which
default could reasonably be expected to have a Material Adverse Effect.
8.21 ERISA Compliance.
(a) Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code, the PBA and other federal,
provincial or state law. Each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS
and to the best knowledge of the Borrower, nothing has
50
occurred which would cause the loss of such qualification. The Borrower and each
ERISA Affiliate has made all required contributions to any Plan when due, and no
application for a funding waiver or an extension of any amortization period has
been made with respect to any Plan.
(b) There are no pending or, to the best knowledge of
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to result in a
Material Adverse Effect.
(c) (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; (v) neither
the Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA, and (vi) no Lien has arisen, xxxxxx
or inchoate, in respect of the Borrower or any Subsidiary or its or their
Property in connection with any Plan (save for contribution amounts not yet
due).
8.22 Taxes. The Borrower and its Subsidiaries have filed all federal,
provincial, state and other tax returns and reports required to be filed, and
have paid all federal, provincial, state and other taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and not delinquent.
8.23 Regulated Entities. None of the Borrower, any Person controlling
the Borrower, or any Subsidiary, is an "Investment Company" within the meaning
of the Investment Company Act of 1940. The Borrower is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.
8.24 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for general business purposes of the Borrower and for
acquisitions of Equipment. Neither the Borrower nor any Subsidiary is engaged in
the business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.
8.25 Copyrights, Patents, Trademarks and Licenses, etc. Except as
described on Schedule 8.25 hereto, each of the Borrower and each Guarantor owns
or is licensed or otherwise has the right to use all of the patents, trademarks,
service marks, trade names, copyrights, contractual franchises, authorizations
and other rights that are reasonably necessary for the operation of its
businesses, without conflict with the rights of any other Person. To the best
knowledge of the Borrower, no slogan or other advertising device, product,
process, method,
51
substance, part or other material now employed, or now contemplated to be
employed, by the Borrower or any Subsidiary infringes upon any rights held by
any other Person. No claim or litigation regarding any of the foregoing is
pending or threatened, and no patent, invention, device, application, principle
or any statute, law, rule, regulation, standard or code is pending or, to the
knowledge of the Borrower, proposed, which, in either case, could reasonably be
expected to have a Material Adverse Effect.
8.26 No Material Adverse Change. No Material Adverse Effect has
occurred since September 25, 2000, with respect to the Borrower and LDM Canada
on a consolidated basis.
8.27 Full Disclosure. None of the representations or warranties made by
the Borrower or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Borrower or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Borrower to the Lenders prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.
8.28 Material Agreements. Schedule 8.28 hereto sets forth all material
agreements and contracts outside the ordinary course of business to which the
Borrower or any of its Subsidiaries is a party or is bound as of the date
hereof.
8.29 Bank Accounts. Schedule 8.29 contains a complete and accurate list
of all bank accounts maintained by the Borrower and its Subsidiaries with any
bank or other financial institution.
8.30 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrower or
any of its Subsidiaries of the Agreement or any other Loan Document.
8.31 Indenture. No default or event of default has occurred and is
continuing under the Indenture and neither the Borrower or any of its
Subsidiaries has any obligation to redeem, prepay or defease any of the Senior
Subordinated Notes issued under the Indentures.
8.32 Subordination Provisions. The subordination provisions contained
in the Senior Subordinated Notes, the Indenture and other instruments entered
into or issued in respect of the Senior Subordinated Notes are enforceable
against the issuer of the respective security and the holders thereof, and the
Loans and all other Obligations are within the definitions of "Senior
Indebtedness" included in such provisions.
8.33 Bidding Status. Neither the Borrower nor any of its Subsidiaries
has received a notice, which notice has not been withdrawn within 180 days after
receipt by the Borrower or such Subsidiary, from any of General Motors
Corporation, Ford Motor Company or Chrysler Corporation informing the Borrower
or such Subsidiary that any of them are ineligible to submit bids.
52
ARTICLE 9
AFFIRMATIVE AND NEGATIVE COVENANTS
The Borrower covenants to the Agent and each Lender that, so
long as any of the Obligations remain outstanding or this Agreement is in
effect:
9.1 Taxes and Other Obligations. The Borrower shall, and shall cause
each of its Subsidiaries to, (a) file when due all tax returns and other reports
which it is required to file; (b) pay, or provide for the payment, when due, of
all taxes, fees, assessments and other governmental charges against it or upon
its property, income and franchises, make all required withholding and other tax
deposits, and establish adequate reserves for the payment of all such items, and
provide to the Agent and the Lenders, upon request, satisfactory evidence of its
timely compliance with the foregoing; and (c) pay when due all Debt owed by it
and all claims of materialmen, mechanics, carriers, warehousemen, landlords and
other like Persons, and all other indebtedness owed by it and perform and
discharge in a timely manner all other obligations undertaken by it; provided,
however, so long as the Borrower has notified the Agent in writing, neither the
Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or
governmental charge, that (i) it is contesting in good faith by appropriate
proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case
may be, has established proper reserves for as provided in GAAP, and (iii) no
Lien (other than a Permitted Lien) results from such non-payment. Without
limiting the generality of the foregoing, the Borrower shall annually and more
frequently when requested by the Agent, provide to the Agent or cause LDM Canada
to provide to the Agent (i) a detailed accounting of all amounts paid (upon
collection of LDM Canada's accounts or otherwise) by LDM Canada to the Borrower,
whether or not applied to the Obligations outstanding and whether by way of
loans, loan repayments, dividends or otherwise, together with a calculation of
all withholding and other taxes payable in respect thereof and (ii) evidence
satisfactory to the Agent of the remittance when due to the applicable
Governmental Authorities of all withholding and other taxes payable in respect
thereof.
9.2 Corporate Existence; Good Standing. The Borrower shall, and shall
cause each of its Subsidiaries to, maintain its corporate existence and its
qualification and good standing in all jurisdictions in which the failure to
maintain such qualification or good standing could reasonably be expected to
have a material adverse effect on the Borrower's or such Subsidiary's property,
business, operations, prospects, or condition (financial or otherwise).
9.3 Compliance with Law and Agreements; Maintenance of Licenses. The
Borrower shall comply, and shall cause each Subsidiary to comply, in all
material respects with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the Federal Fair Labor
Standards Act). The Borrower shall, and shall cause each of its Subsidiaries to,
obtain and maintain all licenses, permits, franchises, and governmental
authorizations necessary to own its property and to conduct its business as
conducted on the Closing Date.
9.4 Maintenance of Property. The Borrower shall, and shall cause each
of its Subsidiaries to, maintain all of their respective property necessary and
useful in the conduct of their respective businesses, in good operating
condition and repair, ordinary wear and tear
53
excepted.
9.5 Insurance.
(a) The Borrower shall maintain, and shall cause each of its
Subsidiaries to maintain, with financially sound and reputable insurers having a
rating of at least (A-) VII or better by Best Rating Guide, insurance against
loss or damage by fire with extended coverage; theft, burglary, pilferage and
loss in transit; public liability and third party property damage; larceny,
embezzlement or other criminal liability; business interruption; public
liability and third party property damage; and such other hazards or of such
other types as is customary for Persons engaged in the same or similar business,
as the Agent, in its discretion, or acting at the direction of the Majority
Lenders, shall specify, in amounts, and under policies acceptable to the Agent
and the Majority Lenders. Without limiting the foregoing, the Borrower shall
also maintain, and shall cause each of its Subsidiaries to maintain, flood
insurance, in the event of a designation of the area in which any Real Estate is
located as "flood prone" or a "flood risk area," as defined by the Flood
Disaster Protection Act of 1973, in an amount to be reasonably determined by the
Agent, and shall comply with the additional requirements of the National Flood
Insurance Program as set forth in said Act.
(b) The Borrower shall cause the Agent, for the ratable
benefit of the Lenders, to be named in each such policy (other than those
policies pertaining to Como, DBM and LDM Germany) as secured party or mortgagee
and loss payee or additional insured, in a manner acceptable to the Agent. Each
policy of insurance shall contain a clause or endorsement requiring the insurer
to give not less than thirty (30) days' prior written notice to the Agent in the
event of cancellation of the policy for any reason whatsoever and a clause or
endorsement stating that the interest of the Agent shall not be impaired or
invalidated by any act or neglect of the Borrower or any of its Subsidiaries or
the owner of any premises for purposes more hazardous than are permitted by such
policy. All premiums for such insurance shall be paid by the Borrower when due,
and certificates of insurance and, if requested by the Agent or any Lender,
photocopies of the policies, shall be delivered to the Agent, in each case in
sufficient quantity for distribution by the Agent to each of the Lenders. If the
Borrower fails to procure such insurance or to pay the premiums therefor when
due, the Agent may, and at the direction of the Majority Lenders shall, do so
from the proceeds of Revolving Loans.
(c) The Borrower shall promptly notify the Agent and the
Lenders of any loss, damage, or destruction to the Collateral or Guarantor
Collateral arising from its use, whether or not covered by insurance. Agent is
authorized to collect all insurance proceeds (other than those pertaining to
Como, DBM, LDM Germany and key-man life insurance) directly, and to apply or
remit them as follows:
(i) With respect to insurance proceeds relating to
property other than Collateral or Guarantor Collateral, after deducting
from such proceeds the reasonable expenses, if any, incurred by the
Agent in the collection or handling thereof, the Agent shall apply such
proceeds, to the reduction of the Obligations in the order provided for
in Section 4.8.
(ii) With respect to insurance proceeds relating to
Collateral or
54
Guarantor Collateral other than Fixed Assets, after deducting from such
proceeds the reasonable expenses, if any, incurred by the Agent in the
collection or handling thereof, the Agent shall apply such proceeds, to
the reduction of the Obligations in the order provided for in Section
4.8.
(iii) With respect to insurance proceeds relating to
Collateral or Guarantor Collateral consisting of Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Majority
Lenders may permit or require the Borrower or LDM Canada, as the case
may be, to use such money, or any part thereof, to replace, repair,
restore or rebuild the relevant Fixed Assets in a diligent and
expeditious manner with materials and workmanship of substantially the
same quality as existed before the loss, damage or destruction.
9.6 Condemnation.
(a) The Borrower shall, immediately upon learning of the
institution of any proceeding for the condemnation or other taking of any of its
property or the property of any of its Subsidiaries, notify the Agent of the
pendency of such proceeding, and agrees that the Agent may participate in any
such proceeding, and the Borrower from time to time will deliver to the Agent
all instruments reasonably requested by the Agent to permit such participation.
(b) Upon the occurrence and during the continuance of an Event
of Default, the Agent is authorized to collect the proceeds of any condemnation
claim or award directly, and to apply or remit them as follows:
(i) With respect to condemnation proceeds relating to
property other than Collateral or Guarantor Collateral, after deducting
from such proceeds the reasonable expenses, if any, incurred by the
Agent in the collection or handling thereof, the Agent shall apply such
proceeds ratably, to the reduction of the Obligations in the order
provided for in Section 4.8.
(ii) With respect to condemnation proceeds relating
to Collateral or Guarantor Collateral other than Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Agent shall
apply such proceeds ratably, to the reduction of the Obligations in the
order provided for in Section 4.8.
(iii) With respect to condemnation proceeds relating
to Collateral or Guarantor Collateral consisting of Fixed Assets, after
deducting from such proceeds the reasonable expenses, if any, incurred
by the Agent in the collection or handling thereof, the Majority
Lenders may permit or require the Borrower or LDM Canada, as the case
may be, to use such money, or any part thereof, to replace, repair,
restore or rebuild the relevant Fixed Assets in a diligent and
expeditious manner with materials and workmanship of substantially the
same quality as existed before the condemnation.
9.7 Environmental Laws.
55
(a) The Borrower shall, and shall cause each of its
Subsidiaries to, conduct its business in compliance with all Environmental Laws
applicable to it, including, without limitation, those relating to the
generation, handling, use, storage, and disposal of any Contaminant. The
Borrower shall, and shall cause each of its Subsidiaries to, take prompt and
appropriate action to respond to any non-compliance with Environmental Laws and
shall regularly report to the Agent on such response.
(b) Without limiting the generality of the foregoing, the
Borrower shall submit to the Agent and the Lenders annually, commencing on the
first Anniversary Date, and on each Anniversary Date thereafter, an update of
the status of each environmental compliance or liability issue. The Agent or any
Lender may request copies of technical reports prepared by the Borrower or LDM
Canada and its communications with any Governmental Authority to determine
whether the Borrower or any of its Subsidiaries is proceeding reasonably to
correct, cure or contest in good faith any alleged non-compliance or
environmental liability. The Borrower shall, at the Agent's or the Majority
Lenders' request and at the Borrower's expense, (a) retain an independent
environmental engineer acceptable to the Agent to evaluate the site, including
tests if appropriate, where the non-compliance or alleged non-compliance with
Environmental Laws has occurred and prepare and deliver to the Agent, in
sufficient quantity for distribution by the Agent to the Lenders, a report
setting forth the results of such evaluation, a proposed plan for responding to
any environmental problems described therein, and an estimate of the costs
thereof, and (b) provide to the Agent and the Lenders a supplemental report of
such engineer whenever the scope of the environmental problems, or the response
thereto or the estimated costs thereof, shall change in any material respect.
9.8 Compliance with ERISA. The Borrower shall, and shall cause each of
its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan in compliance
in all material respects with the applicable provisions of ERISA, the Code, the
PBA and other federal, provincial or state law; (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; (c)
make all required contributions to any Plan subject to Section 412 of the Code;
(d) not engage in a prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan; and (e) not engage in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (f)
not permit any Lien, xxxxxx or inchoate, to arise or exist in connection with
any Plan (save for contribution amounts not yet due).
9.9 Mergers, Consolidations or Sales. Neither the Borrower nor any of
its Subsidiaries shall enter into any transaction of merger, reorganization, or
consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or
any part of its property, or wind up, liquidate or dissolve, or agree to do any
of the foregoing, except (i) sales of Inventory in the ordinary course of its
business, (ii) sales of assets in an aggregate amount not to exceed $500,000 in
any Fiscal Year, and (iii) sales or other dispositions of Equipment in the
ordinary course of business that are obsolete or no longer useable by Borrower
or LDM Canada, as the case may be, in its business as permitted by Section 6.11.
9.10 Distributions; Capital Change; Restricted Investments. Neither the
Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or
make, or incur any liability to make, any Distribution, except (x) Distributions
to the Borrower by its Subsidiaries, (y) distributions by the Borrower at such
times and in such amounts as are necessary to pay the
56
federal income taxes of the Borrower's stockholders attributable to their
ownership of the Borrower's common stock and the Borrower's status as a
subchapter "S" corporation under the Code at any time after such subchapter "S"
status is obtained and (z) Distributions relating to the repurchase of the
capital stock of the Borrower with proceeds from key-man life insurance policies
under which the Borrower is the beneficiary, (ii) make any change in its capital
structure which could have a Material Adverse Effect or (iii) make any
Restricted Investment.
9.11 Transactions Affecting Collateral or Obligations. Neither the
Borrower nor any of its Subsidiaries shall enter into any transaction which
could have a Material Adverse Effect.
9.12 Guaranties. Neither the Borrower nor any of its Subsidiaries shall
make, issue or become liable on any Guaranty, except (i) Guaranties in favor of
the Agent, (ii) Guaranties executed in connection with the Loan and Security
Agreement in favor of the Revolving Loan Lender Agent and (iii) Guaranties in
favor of General Electric Capital Corporation of the Debt of LDM Canada in an
amount not to exceed $1,400,000.
9.13 Debt. Neither the Borrower nor any of its Subsidiaries shall incur
or maintain any Debt, other than:
(a) the Obligations;
(b) trade payables and contractual obligations to suppliers
and customers incurred in the ordinary course of business;
(c) Debt consisting of Senior Subordinated Notes, provided
that the aggregate principal amount thereof shall not at any time exceed
$110,000,000;
(d) Debt consisting of intercompany loans and advances
("Intercompany Loans") made by the Borrower to LDM Canada, provided that (i) LDM
Canada shall have executed and delivered to the Borrower, on the Closing Date,
an Intercompany Note to evidence any such Intercompany Loan, any security
interests granted to the Borrower on the assets of LDM Canada to secure the
payments under its Intercompany Note shall be assigned to the Agent pursuant to
documentation in form and substance acceptable to the Agent, and such
Intercompany Note shall be pledged to the Agent pursuant to the Pledge Agreement
as additional collateral security for the Obligations, (ii) the Borrower shall
record all such Intercompany Loans on its books and records in a manner
satisfactory to Agent, (iii) at the time any such Intercompany Loans is made by
the Borrower and after giving effect thereto, each of the Borrower and LDM
Canada shall be Solvent, (iv) the aggregate outstanding principal amount of
Intercompany Loans under this subsection (d) shall not at any one time exceed
$17,000,000, consisting of the Intercompany Loan amount outstanding on the date
hereof and additional loans not to exceed $1,000,000, plus an amount equal to
the sum of (A) an amount equal to the lesser of (x) $5,000,000 and (y) LDM
Canada's Borrowing Base, plus (B) $4,000,000, provided, however, that the
Intercompany Loans pursuant to clauses (A) and (B) above shall not exceed in any
fiscal quarter the amount of LDM Canada's EBITDA for the immediately preceding
fiscal quarter.
(e) guaranties permitted pursuant to Section 9.12;
57
(f) Debt evidenced by the Loan and Security Agreement; and
(g) other Debt existing on the Closing Date and listed on
Schedule 8.9 hereof, but without giving effect to any extensions, renewals or
refinancing thereof.
9.14 Prepayments; Amendments. Neither the Borrower nor any of its
Subsidiaries shall voluntarily prepay, or amend, supplement or otherwise modify
the terms of, any Debt, except (i) the Obligations in accordance with the terms
of this Agreement and (ii) the Loan and Security Agreement Obligations in
accordance with the terms of the Loan and Security Agreement.
9.15 Transactions with Affiliates. Except (i) as set forth below, (ii)
the Intercompany Loans (and repayments thereof) upon and subject to the terms of
Section 9.13, (iii) the DBM Sales Commission Agreement and (iv) the DBM
Administrative Services Agreement, neither the Borrower nor any of its
Subsidiaries shall, sell, transfer, distribute, or pay any money or property,
including, but not limited to, any fees or expenses of any nature (including,
but not limited to, any fees or expenses for management services), to any
Affiliate, or lend or advance money or property to any Affiliate, or invest in
(by capital contribution or otherwise) or purchase or repurchase any stock or
indebtedness, or any property, of any Affiliate, or become liable on any
Guaranty of the indebtedness, dividends, or other obligations of any Affiliate.
Notwithstanding the foregoing, the Borrower and its Subsidiaries may engage in
transactions with Affiliates in the ordinary course of business, in amounts and
upon terms fully disclosed to the Agent and the Lenders, and no less favorable
to the Borrower or such Subsidiary than would be obtained in a comparable
arm's-length transaction with a third party who is not an Affiliate, except
consulting fees paid by the Borrower consistent with past practices.
9.16 Investment Banking and Finder's Fees. Neither the Borrower nor any
of its Subsidiaries shall pay or agree to pay, or reimburse any other party with
respect to, any investment banking or similar or related fee, underwriter's fee,
finder's fee, or broker's fee to any Person in connection with this Agreement.
The Borrower shall defend and indemnify the Agent and the Lenders against and
hold them harmless from all claims of any Person for any such fees, and all
costs and expenses (including without limitation, attorneys' fees) incurred by
the Agent and/or any Lender in connection therewith.
9.17 [INTENTIONALLY OMITTED],
9.18 Business Conducted. The Borrower shall not and shall not permit
any of its Subsidiaries to, engage directly or indirectly, in any line of
business other than the businesses in which the Borrower or such Subsidiary is
engaged on the Closing Date and related lines of business.
9.19 Liens. Neither the Borrower nor any of its Subsidiaries shall
create, incur, assume, or permit to exist any Lien on any property now owned or
hereafter acquired by any of them, except Permitted Liens.
9.20 Sale and Leaseback Transactions. Neither the Borrower nor any of
its Subsidiaries shall, directly or indirectly, enter into any arrangement with
any Person providing for the Borrower or such Subsidiary to lease or rent
property that the Borrower or such
58
Subsidiary has sold or will sell or otherwise transfer to such Person.
9.21 Acquisitions; Investments in New Subsidiaries. The Borrower shall
not and shall not permit any of its Subsidiaries to make investments in newly
formed Subsidiaries or acquire all or substantially all of the assets of any
Person or acquire all outstanding stock of a Person.
9.22 Fiscal Year. The Borrower shall not change its Fiscal Year and
shall not permit LDM Canada to change its Fiscal Year without the consent of the
Agent and the Majority Lenders (such consents to not be unreasonably withheld).
9.23 Capital Expenditures.
(a) Neither the Borrower nor any of its Subsidiaries shall
make or incur any Capital Expenditure if, after giving effect thereto, the
aggregate amount of all Capital Expenditures by the Borrower and its
Subsidiaries on a consolidated basis would exceed $12,000,000 during Fiscal Year
2001 (excluding, for Fiscal Year 2001 only, Romulus Capital Expenditures in an
amount not to exceed $15,000,000) and $20,000,000 during each Fiscal Year
thereafter.
(b) Notwithstanding anything to the contrary contained in
clause (a) above, to the extent that Capital Expenditures made by the Borrower
and its Subsidiaries during any Fiscal Year are less than the amount permitted
to be made for such Fiscal Year pursuant to clause (a) (without taking into
account any increase in the amount permitted during such period as a result of
this clause (b)) 100% of such unused amount may be carried forward to the
immediately succeeding Fiscal Year and utilized to make Capital Expenditures in
excess of the amount permitted above in such following Fiscal Year.
9.24 Operating Lease Obligations. The Borrower shall, and shall cause
each of its Subsidiaries to, promptly notify the Agent after entering into any
lease of real or personal property as lessee or sublessee (other than a Capital
Lease), if, after giving effect thereto, the aggregate amount of Rentals (as
hereinafter defined) payable by the Borrower and its Subsidiaries on a
consolidated basis in any Fiscal Year in respect of such lease would exceed
$3,500,000, individually, or $15,000,000 in the aggregate for all such leases.
The term "Rentals" means all payments due from the lessee or sublessee under a
lease, including, without limitation, basic rent, percentage rent, property
taxes, utility or maintenance costs, and insurance premiums.
9.25 Fixed Charge Coverage Ratio. The Borrower will maintain a Fixed
Charge Coverage Ratio of not less than 1.00:1.00 for each period of four
consecutive fiscal quarters ended at the end of the most recent fiscal quarter.
9.26 Net Loss. The Borrower shall not, for each period of four (4)
consecutive fiscal quarters ended at the end of the most recent fiscal quarter,
beginning with the fourth fiscal quarter 2002, sustain a net loss (determined in
accordance with GAAP); provided that the operations of LDM Germany, DBM and Como
shall not be included in or affect the calculation of net loss.
9.27 Use of Proceeds. The Borrower shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or
59
carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of the
Borrower or others incurred to purchase or carry Margin Stock, (iii) to extend
credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to
acquire any security in any transaction that is subject to Section 13 or 14 of
the Exchange Act.
9.28 Further Assurances. The Borrower shall and shall cause its
Subsidiaries to, execute and deliver, or cause to be executed and delivered, to
the Agent and/or the Lenders such documents and agreements, and shall take or
cause to be taken such actions, as the Agent or any Lender may, from time to
time, request to carry out the terms and conditions of this Agreement and the
other Loan Documents.
9.29 Canadian Tax Matters. The Borrower shall quarterly and more
frequently when requested by the Agent, provide to the Agent or cause LDM Canada
to provide to the Agent (i) a detailed accounting of all amounts paid (upon
collection of LDM Canada's accounts or otherwise) by LDM Canada to the Borrower,
whether or not applied to the Obligations outstanding and whether by way of
loans, loan repayments, dividends or otherwise, together with a calculation of
all withholding and other taxes payable in respect thereof and (ii) evidence
satisfactory to the Agent of the remittance when due to the applicable
Governmental Authorities of all withholding and other taxes payable in respect
thereof.
9.30 Amendment to Agreements. The Borrower shall not amend, waive or
otherwise modify any provision of, or waive any cause of action arising from or
related to, the DBM Administrative Services Agreement, the DBM Sales Commission
Agreement, or the BACF Subordination Agreement.
ARTICLE 10
CONDITIONS OF LENDING
10.1 Conditions Precedent to Effectiveness of this Agreement. The
obligations of the Lenders to enter into this Agreement are subject to the
following conditions precedent having been satisfied in a manner satisfactory to
the Agent and each Lender:
(a) This Agreement and the other Loan Documents (including any
amendments thereto requested by the Agent) have been executed by each party
thereto and the Borrower and LDM Canada shall have performed and complied with
all covenants, agreements and conditions contained herein and the other Loan
Documents which are required to be performed or complied with by such Person
before or on such Closing Date.
(b) All representations and warranties made hereunder and in
the other Loan Documents shall be true and correct as of the Closing Date as if
made on such date.
(c) No Default or Event of Default shall exist on the Closing
Date, or would exist after giving effect to the Loans to be made on such date.
(d) The Agent and the Lenders shall have received such
opinions of counsel for the Borrower and its Subsidiaries as the Agent or any
Lender shall request, each such opinion to be in a form, scope, and substance
satisfactory to the Agent, the Lenders, and their respective
60
Counsel.
(e) The Agent and the Lenders shall have received a
confirmation of guarantee and security delivered by LDM Canada pursuant to the
Prior Term Loan Agreement;
(f) The Agent shall have received:
(i) evidence of the filing of UCC or other financing
statements or amendments thereto on or before the Closing Date under
the UCC or PPSA in all jurisdictions that the Agent may deem necessary
or desirable in order to perfect the Agent's Lien;
(ii) a copy of the general security agreement
comprised in the LDM Canada Security Agreement; and
(iii) duly executed such UCC-3 Termination
Statements, mortgage releases and other instruments, in form and
substance satisfactory to the Agent, as shall be necessary to terminate
and satisfy all Liens on the Property of the Borrower and its
Subsidiaries except Permitted Liens.
(g) The Borrower shall have paid all fees and expenses of the
Agent and the Attorney Costs incurred in connection with any of the Loan
Documents and the transactions contemplated thereby.
(h) The Agent shall have received evidence, in form, scope,
and substance, reasonably satisfactory to the Agent, of all insurance coverage
as required by the Agreement.
(i) The Agent and the Lenders shall have had an opportunity,
if they so choose, to examine the books of account and other records and files
of the Borrower and to make copies thereof, and to conduct a pre-closing audit
which shall include, without limitation, verification of Inventory and Accounts,
and the results of such examination and audit shall have been satisfactory to
the Agent and the Lenders in all respects.
(j) Except as set forth on Schedule 8.15, no claim, action,
suit, investigation, litigation or proceeding shall be pending or threatened (i)
which is reasonably likely to be determined adversely to the Borrower or any
Guarantor and which would have a Material Adverse Effect if so determined or
(ii) which, in the judgment of the Agent on the Majority Lenders could
materially and adversely effect the transactions contemplated hereby.
(k) Copies of all filings, registrations, approvals, orders,
authorizations, licenses, certificates, permits, consents, waivers and
acknowledgments, including those of the requisite Governmental Authorities,
required with respect to the execution and delivery, of this Agreement, the
other Loan Documents and the consummation of the transactions contemplated
hereby, each in form and substance satisfactory to the Agent.
(l) The Agent shall have received a certificate executed by
the chief financial officer of the Borrower in form and substance satisfactory
to the Agent, dated the Closing Date, with respect to the value, Solvency and
other factual information of, or relating to, as the case
61
may be, of the Borrower and its Subsidiaries (on a consolidated basis), after
giving effect to this Agreement.
(m) All proceedings taken in connection with the execution of
this Agreement, all other Loan Documents and all documents and papers relating
thereto shall be satisfactory in form, scope, and substance to the Agent and the
Lenders.
(n) The Lender shall have received evidence satisfactory to it
that there does not exist on the Premises or in connection with the operation
thereof or of the Borrower's and each of its Subsidiary's respective business,
any material violation of any Environmental Laws.
Execution and delivery by the Borrower of this Agreement shall be
deemed to be a representation and warranty made by the Borrower to the effect
that all of the conditions precedent to the effectiveness of this Agreement have
been satisfied, with the same effect as delivery to the Agent and the Lenders of
a certificate signed by the a Responsible Officer of the Borrower, dated the
Closing Date, to such effect.
Execution and delivery to the Agent by a Lender of a counterpart to
this Agreement shall be deemed confirmation by such Lender that (i) all
conditions precedent in this Section 10.1 have been fulfilled to the
satisfaction of such Lender and (ii) the decision of such Lender to execute and
deliver to the Agent an executed counterpart to this Agreement was made by such
Lender independently and without reliance on the Agent or any other Lender as to
the satisfaction of any condition precedent set forth in this Section 10.1.
10.2 Conditions Precedent to Each Loan. The obligation of the Lenders
to make each Loan, including the Term Loans on the Closing Date, shall be
subject to the further conditions precedent that on and as of the date of any
such extension of credit:
(a) the following statements shall be true, and the acceptance
by the Borrower of any extension of credit shall be deemed to be a statement to
the effect set forth in clauses (i) and (ii), with the same effect as the
delivery to the Agent and the Lenders of a certificate signed by a Responsible
Officer, dated the date of such extension of credit, stating that:
(i) The representations and warranties contained in
this Agreement and the other Loan Documents are correct in all material
respects on and as of the date of such extension of credit as though
made on and as of such date, except to the extent the Agent and the
Lenders have been notified by the Borrower that any representation or
warranty is not correct and the Majority Lenders have explicitly waived
in writing compliance with such representation or warranty; and
(ii) No event has occurred and is continuing, or
would result from such extension of credit, which constitutes a Default
or an Event of Default; and
(b) so long as any Senior Subordinated Notes remain
outstanding, at the time of the Borrowing, the Lenders shall have received a
certificate, in form and substance satisfactory to the Agent, establishing to
the satisfaction of the Agent that the Consolidated Fixed Charge Coverage Ratio
(as defined in the Indenture as of the date of this Agreement) after giving
effect to such Borrowing is greater than 2.25:1.0 during the four full fiscal
quarters ending on or
62
prior to the relevant Funding Date.
ARTICLE 11
DEFAULT; REMEDIES
11.1 Events of Default. It shall constitute an event of default ("Event
of Default") if any one or more of the following shall occur for any reason:
(a) any failure to pay the principal of or interest or premium
on any of the Obligations when due, whether upon demand or otherwise;
(b) any representation or warranty made by the Borrower in
this Agreement or by the Borrower or any Guarantor in any of the other Loan
Documents, any Financial Statement, or any certificate furnished by the Borrower
or any Guarantor at any time to the Agent or any Lender shall prove to be untrue
in any material respect as of the date on which made or furnished;
(c) (i) any default shall occur in the observance or
performance of any of the covenants or agreements contained in any of Article 6,
Section 7.2, 7.3, 9.4 or 9.9 through 9.28 hereof (other than a default under
Section 9.20 as a result of a Lien involuntarily incurred, which is not
otherwise an Event of Default hereunder) or (ii) any default shall occur in the
observance or performance of any of the other covenants and agreements contained
in this Agreement or under Section 9.20 hereof as a result of a Lien
involuntarily incurred, any other Loan Documents, or any other agreement entered
into at any time to which the Borrower or any Guarantor thereof and the Agent or
any Lender are party in each case referred to in this clause (ii), if the same
shall not have been cured within fifteen (15) days following notice by the
Agent to the Borrower of the breach thereof, or if any such agreement or
document shall terminate (other than in accordance with its terms or the terms
hereof or with the written consent of the Agent and the Majority Lenders) or
become void or unenforceable, without the written consent of the Agent and the
Majority Lenders;
(d) default shall occur with respect to any Debt for borrowed
money (other than the Obligations) in an outstanding principal amount which
exceeds, in the aggregate for all such Debt with respect to which default shall
have occurred, $2,000,000, or under any agreement or instrument under or
pursuant to which any such Debt or indebtedness may have been issued, created,
assumed, or guaranteed by the Borrower or any Guarantor, and such default shall
continue for more than the period of grace, if any, therein specified, if the
effect thereof (with or without the giving of notice or further lapse of time or
both) is to accelerate, or to permit the holders of any such Debt or
indebtedness to accelerate, the maturity of any such Debt; or any such Debt or
indebtedness shall be declared due and payable or be required to be prepaid
(other than by a regularly scheduled required prepayment) prior to the stated
maturity thereof;
(e) the Borrower or any Guarantor shall (i) file a voluntary
petition in bankruptcy or file a voluntary petition or an answer or file any
proposal or notice of intent to file a proposal or otherwise commence any action
or proceeding seeking reorganization, arrangement, consolidation or readjustment
of its debts or which seeks to stay or has the effect of
63
staying any creditor or for any other relief under the Bankruptcy Code, the
Bankruptcy and Insolvency Act or the Companies' Creditors Arrangement Act, as
amended, or under any other bankruptcy, insolvency, liquidation, winding up,
corporate or similar act or law, state, provincial or federal, now or hereafter
existing, or consent to, approve of, or acquiesce in, any such petition,
proposal action or proceeding, (ii) apply for or acquiesce in the appointment of
a receiver, assignee, liquidator, sequestrator, monitor, administrator,
custodian, trustee or similar officer for it or for all or any part of its
property, (iii) make an assignment for the benefit of creditors, or (iv) be
unable generally to pay its debts as they become due;
(f) an involuntary petition or proposal shall be filed or an
action or proceeding otherwise commenced seeking reorganization, consolidation,
arrangement or readjustment of the debts of the Borrower or any Guarantor or for
any other relief under the Bankruptcy Code, the Bankruptcy and Insolvency Act or
the Companies' Creditors Arrangement Act, as amended, or under any other
bankruptcy, insolvency, liquidation, winding up, corporate or similar act or
law, state, provincial or federal, now or hereafter existing and (i) such
petition, proposal action or proceeding shall not have been stayed or dismissed
within a period of sixty (60) days after its commencement or (ii) an order for
relief against the Borrower or such Guarantor shall have been entered in such
proceeding or (iii) a Material Adverse Effect shall have occurred;
(g) a receiver, assignee, liquidator, sequestrator, custodian,
trustee, monitor, administrator or similar officer for the Borrower or any
Guarantor or for all or any part of its property shall be appointed or a warrant
of attachment, execution, writ of seizure or seizure and sale or similar process
shall be issued against any part of the property of the Borrower or any
Guarantor or any distress or analogous process is levied upon all or any part of
Borrower's or any Guarantor's property;
(h) the Borrower or any Guarantor shall file a certificate of
dissolution or like process under applicable state, provincial or federal law or
shall be liquidated, dissolved or wound-up or shall commence or have commenced
against it any action or proceeding for dissolution, winding-up or liquidation,
or shall take any corporate action in furtherance thereof;
(i) all or any material part of the property of the Borrower
or any Guarantor shall be nationalized, expropriated or condemned, seized or
otherwise appropriated, or custody or control of such property or of the
Borrower or such Guarantor shall be assumed by any Governmental Authority or any
court of competent jurisdiction at the instance of any Governmental Authority or
any other Person, except where contested in good faith by proper proceedings
diligently pursued where a stay of enforcement is in effect;
(j) the LDM Canada Guarantee, the LDM Holding Guaranty or any
other guaranty of the Obligations shall be terminated, revoked or declared void
or invalid;
(k) one or more judgments or orders for the payment of money
aggregating in excess of $2,000,000, which amount shall not be fully covered by
insurance, shall be rendered against the Borrower or any Guarantor and any such
judgments or orders shall not have been vacated, discharged, stayed or bonded
pending appeal within sixty (60) days from the entry thereof;
64
(l) any loss, theft, damage or destruction of any item or
items of Collateral, Pledged Collateral or Guarantor Collateral or other
property of the Borrower or any Guarantor occurs which (i) materially and
adversely affects the property, business, operation, prospects, or condition of
the Borrower or any Guarantor; or (ii) is material in amount and is not
adequately covered by insurance;
(m) there occurs a Material Adverse Effect;
(n) there is filed against the Borrower or any Guarantor any
civil or criminal action, suit or proceeding under any federal or state
racketeering statute (including, without limitation, the Racketeer Influenced
and Corrupt Organization Act of 1970), which action, suit or proceeding (1) is
not dismissed within one hundred twenty (120) days, and (2) could result in the
confiscation or forfeiture of any material portion of the Collateral, Pledged
Collateral or Guarantor Collateral;
(o) for any reason other than the failure of the Agent to take
any action available to it to maintain perfection of the Agent's Liens, pursuant
to the Loan Documents, any Loan Document ceases to be in full force and effect
or any Lien with respect to any material portion of the Collateral, Pledged
Collateral or Guarantor Collateral intended to be secured thereby ceases to be,
or is not, valid, perfected and prior to all other Liens (other than Permitted
Liens) or is terminated, revoked or declared void;
(p) an ERISA Event shall occur with respect to a Pension Plan
or Multi-employer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower or any Subsidiary under applicable laws in
an aggregate amount in excess of $2,000,000; (ii) the aggregate amount of
Unfunded Pension Liability among all Pension Plans at any time exceeds
$2,000,000; or (iii) the Borrower, any Guarantor or any ERISA Affiliate shall
fail to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multi-employer Plan in an aggregate amount in excess of
$2,000,000; or (iv) any Lien (save for contribution amounts not yet due) arises
in connection with any Plan; or
(q) there occurs a Change of Control.
11.2 Remedies.
(a) If an Event of Default exists, the Agent shall, at the
direction of the Majority Lenders, do one or more of the following, at any time
or times and in any order, without notice to or demand on the Borrower or any
other Person: (a) terminate the Commitments and this Agreement; (b) declare any
or all Obligations (other than Obligations with respect to the Interest Rate
Swap) to be immediately due and payable; provided, however, that upon the
occurrence of any Event of Default described in Sections 11.1(e), 11.1(f),
11.1(g), or 11.1(h), the Commitments shall automatically and immediately expire
and all Obligations shall automatically become immediately due and payable
without notice or demand of any kind; and (c) pursue its other rights and
remedies under the Loan Documents and applicable law.
(b) If an Event of Default exists: (i) the Agent shall have
for the benefit of the Lenders, in addition to all other rights of the Agent and
the Lenders, the rights and remedies of a
65
secured party under the UCC, the PPSA and the Mortgages Act of Ontario; (ii) the
Agent may, at any time, take possession of the Collateral and keep it on the
Borrower's or LDM Canada's premises, at no cost to the Agent or any Lender, or
remove any part of it to such other place or places as the Agent may desire, or
the Borrower shall, upon the Agent's demand, at the Borrower's cost, assemble,
or cause LDM Canada to assemble, the Collateral and make it available to the
Agent at a place reasonably convenient to the Agent; and (iii) the Agent may
sell and deliver any Collateral at public or private sales, for cash, upon
credit or otherwise, at such prices and upon such terms as the Agent deems
advisable, in its sole discretion, and may, if the Agent deems it reasonable,
postpone or adjourn any sale of the Collateral by an announcement at the time
and place of sale or of such postponed or adjourned sale without giving a new
notice of sale. Without in any way requiring notice to be given in the following
manner, the Borrower agrees that any notice by the Agent of sale, disposition or
other intended action hereunder or in connection herewith, whether required by
the UCC or otherwise, shall constitute reasonable notice to the Borrower if such
notice is mailed by registered or certified mail, return receipt requested,
postage prepaid, or is delivered personally against receipt, at least five (5)
Business Days prior to such action to the Borrower's address specified in or
pursuant to Section 15.8. If any Collateral is sold on terms other than payment
in full at the time of sale, no credit shall be given against the Obligations
until the Agent or the Lenders receive payment, and if the buyer defaults in
payment, the Agent may resell the Collateral without further notice to the
Borrower. In the event the Agent seeks to take possession of all or any portion
of the Collateral by judicial process, the Borrower irrevocably waives: (a) the
posting of any bond, surety or security with respect thereto which might
otherwise be required; (b) any demand for possession prior to the commencement
of any suit or action to recover the Collateral; and (c) any requirement that
the Agent retain possession and not dispose of any Collateral until after trial
or final judgment. The Borrower agrees that the Agent has no obligation to
preserve rights to the Collateral or marshal any Collateral for the benefit of
any Person. The Agent is hereby granted a license or other right to use, without
charge, the Borrower's labels, patents, copyrights, name, trade secrets, trade
names, trademarks, and advertising matter, or any similar property, in
completing production of, advertising or selling any Collateral, and the
Borrower's rights under all licenses and all franchise agreements shall inure to
the Agent's benefit. The proceeds of sale shall be applied first to all expenses
of sale, including attorneys' fees, and then to the Obligations in whatever
order the Agent elects. The Agent will return any excess to the Borrower and the
Borrower shall remain liable for any deficiency.
(c) If an Event of Default occurs, the Borrower hereby waives
all rights to notice and hearing prior to the exercise by the Agent of the
Agent's rights to repossess the Collateral without judicial process or to
relevy, attach or levy upon the Collateral without notice or hearing.
ARTICLE 12
TERM AND TERMINATION
12.1 Term and Termination. The term of this Agreement shall end on the
Termination Date. The Agent upon direction from the Majority Lenders may
terminate this Agreement without notice upon the occurrence of an Event of
Default. The Agent shall provide notice to the Borrower of such termination;
provided that the failure by the Agent to provide such notice to
66
the Borrower shall not prohibit, restrict or otherwise affect the validity of
the actions taken by the Agent and/or the Majority Banks pursuant to this
Section 12.1. Upon the effective date of termination of this Agreement for any
reason whatsoever, all Obligations shall become immediately due and payable.
Notwithstanding the termination of this Agreement, until all Obligations are
indefeasibly paid and performed in full in cash, the Borrower shall remain bound
by the terms of this Agreement and shall not be relieved of any of its
Obligations hereunder, and the Agent and the Lenders shall retain all their
rights and remedies hereunder (including, without limitation, the Agent's Liens
in and all rights and remedies with respect to all then existing and
after-arising Collateral).
ARTICLE 13
AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS
13.1 No Waivers Cumulative Remedies. No failure by the Agent or any
Lender to exercise any right, remedy, or option under this Agreement or any
present or future supplement thereto, or in any other agreement between or among
the Borrower and the Agent and/or any Lender, or delay by the Agent or any
Lender in exercising the same, will operate as a waiver thereof. No waiver by
the Agent or any Lender will be effective unless it is in writing, and then only
to the extent specifically stated. No waiver by the Agent or the Lenders on any
occasion shall affect or diminish the Agent's and each Lender's rights
thereafter to require strict performance by the Borrower of any provision of
this Agreement. The Agent's and each Lender's rights under this Agreement will
be cumulative and not exclusive of any other right or remedy which the Agent or
any Lender may have.
13.2 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Lenders (or by the Agent at the written
request of the Majority Lenders) and the Borrower and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver, amendment, or
consent shall, unless in writing and signed by all the Lenders and the Borrower
and acknowledged by the Agent, do any of the following:
(a) increase or extend the Commitment of any Lender;
(b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document;
(c) reduce the principal of, or the rate of interest specified
herein on any Loan, or any fees or other amounts payable hereunder or under any
other Loan Document;
(d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lender
or any of them to take any action hereunder;
(e) amend this Section or any provision of the Agreement
providing for
67
consent or other action by all Lenders;
(f) release Collateral, Pledged Collateral or Guarantor
Collateral other than as permitted by Section 14.12;
(g) change the definition of "Majority Lenders."
and, provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent, affect the rights or duties of the Agent under
this Agreement or any other Loan Document.
13.3 Assignments; Participations.
(a) Any Lender may, with the written consent of the Agent,
assign and delegate to one or more assignees (provided that no written consent
of the Agent shall be required in connection with any assignment and delegation
by a Lender to an Affiliate of such Lender) (each an "Assignee") all, or any
ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Lender hereunder, in a minimum aggregate amount of
$5,000,000; provided, however, that no such assignment shall be made unless a
pro rata assignment of such Lender's Loans and Commitments under, and as defined
in, the Loan and Security Agreement shall be made simultaneously to the same
Person; and provided further, that the Borrower and the Agent may continue to
deal solely and directly with such Lender in connection with the interest so
assigned to an Assignee until (i) written notice of such assignment, together
with payment instructions, addresses and related information with respect to the
Assignee, shall have been given to the Borrower and the Agent by such Lender and
the Assignee; (ii) such Lender and its Assignee shall have delivered to the
Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F
("Assignment and Acceptance") and (iii) the assignor Lender or Assignee has paid
to the Agent a processing fee in the amount of $3,500.
(b) From and after the date that the Agent notifies the
assignor Lender that it has received an executed Assignment and Acceptance and
payment of the above-referenced processing fee, (i) the Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Lender under the Loan Documents, and (ii) the assignor
Lender shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).
(c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (1) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the other Loan Documents or the execution, legality, validity,
enforceability,
68
genuineness, sufficiency or value of this Agreement or any other Loan Document
furnished pursuant hereto; (2) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower, LDM Canada or any other Person or the performance or observance
by the Borrower, LDM Canada or any other Person of any of its obligations under
this Agreement or any other Loan Document furnished pursuant hereto; (3) such
Assignee confirms that it has received a copy of this Agreement, together with
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(4) such Assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (5) such
Assignee appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (6) such Assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.
(d) Within five (5) Business Days after its receipt of notice
by the Agent that it has received an executed Assignment and Acceptance and
payment of the processing fee, the Borrower shall execute and deliver to the
Agent, new Term Loan Notes evidencing such Assignee's assigned Loans and
Commitment and, if the assignor Lender has retained a portion of its Loans and
its Commitment, replacement Term Loan Notes in the principal amount of the Loans
retained by the assignor Lender (such Term Loan Notes to be in exchange for, but
not in payment of, the Term Loan Notes held by such Lender). Immediately upon
each Assignee's making its processing fee payment under the Assignment and
Acceptance, this Agreement shall be deemed to be amended to the extent, but only
to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Commitments arising therefrom. The Commitment
allocated to each Assignee shall reduce such Commitments of the assigning Lender
pro tanto.
(e) Any Lender may at any time sell to one or more commercial
banks, financial institutions, or other Persons not Affiliates of the Borrower
(a "Participant") participating interests in any Loans, the Commitment of that
Lender and the other interests of that Lender (the "Originating Lender")
hereunder and under the other Loan Documents; provided, however that no such
participation shall be made unless a pro rata participation of such Lender's
Loans and Commitments under, and as defined in, the Loan and Security Agreement
shall be simultaneously made to the same Person; and provided further, that (i)
the Originating Lender's obligations under this Agreement shall remain
unchanged, (ii) the Originating Lender shall remain solely responsible for the
performance of such obligations, (iii) the Borrower and the Agent shall continue
to deal solely and directly with the Originating Lender in connection with the
Originating Lender's rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Lender shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement or any other Loan
Document, and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation; except that, if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
each Participant
69
shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement..
(f) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Term Loan
Notes held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR
ss. 203.14, and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.
ARTICLE 14
THE AGENT
14.1 Appointment and Authorization. Each Lender hereby designates and
appoints Bank of America, N.A. as its Agent under this Agreement and the other
Loan Documents and each Lender hereby irrevocably authorizes the Agent to take
such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. The
Agent agrees to act as such on the express conditions contained in this Article
14. The provisions of this Article 14 are solely for the benefit of the Agent
and the Lenders and the Borrower shall have no rights as a third party
beneficiary of any of the provisions contained herein. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other
Loan Document, the Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Agent have or be deemed to have
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.
Except as expressly otherwise provided in this Agreement, the Agent shall have
and may use its sole discretion with respect to exercising or refraining from
exercising any discretionary rights or taking or refraining from taking any
actions which the Agent is expressly entitled to take or assert under this
Agreement and the other Loan Documents, including, without limitation, the
exercise of remedies pursuant to Section 11.2, and any action so taken or not
taken shall be deemed consented to by the Lenders.
14.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects as
long as such selection was made without gross negligence or willful misconduct.
14.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Borrower or any Subsidiary or
70
Affiliate of the Borrower, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower or any of the
Borrower's Subsidiaries or Affiliates.
14.4 Reliance by Agent.
(a) The Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the Agent. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Majority Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance with a request or consent of the Majority
Lenders and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Lenders.
(b) For purposes of determining compliance with the
conditions specified in Section 10.1, each Lender that has executed this
Agreement shall be deemed to have consented to, approved or accepted or to
be satisfied with, each document or other matter either sent by the Agent to
such Lender for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lender.
14.5 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Lenders, unless the Agent shall have
received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Majority Lenders in
accordance with Section 11; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable.
14.6 Credit Decision. Each Lender acknowledges that none of the
Agent-Related
71
Persons has made any representation or warranty to it, and that no act by the
Agent hereinafter taken, including any review of the affairs of the Borrower and
the Guarantors, shall be deemed to constitute any representation or warranty by
any Agent-Related Person to any Lender. Each Lender represents to the Agent that
it has, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and
the Guarantors, and all applicable bank regulatory laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower. Each Lender also represents that
it will, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower or any Guarantor. Except for notices, reports
and other documents expressly herein required to be furnished to the Lenders by
the Agent, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of the
Borrower or any Guarantor which may come into the possession of any of the
Agent-Related Persons.
14.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Borrower and without limiting the obligation of the Borrower to do so), pro
rata, from and against any and all Indemnified Liabilities; provided, however,
that no Lender shall be liable for the payment to the Agent-Related Persons of
any portion of such Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender shall reimburse the Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.
14.8 Agent in Individual Capacity. Bank of America and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Borrower and
its Subsidiaries and Affiliates as though Bank of America were not the Agent
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
72
other Lender and may exercise the same as though it were not the Agent, and the
terms "Lender" and "Lenders" include Bank of America in its individual capacity.
14.9 Successor Agent. The Agent may resign as Agent upon thirty (30)
days' notice to the Lenders. If the Agent resigns under this Agreement, the
Majority Lenders shall appoint from among the Lenders a successor agent for the
Lenders. If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the
Lenders and the Borrower, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the
term "Agent" shall mean such successor agent and the retiring Agent's
appointment, powers and duties as Agent shall be terminated. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 14 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is thirty (30) days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent hereunder until such time, if any, as the Majority Lenders
appoint a successor agent as provided for above. Notwithstanding the foregoing,
in the event that Bank of America assigns all of its Loans to an Affiliate,
whether through direct assignment or indirect assignment by operation of law as
a result of any merger or other consolidation, upon the effective date of any
such assignment, such Affiliate shall automatically become the successor Agent
and all designations or references in this Agreement to Bank of America, N.A.,
in its individual capacity or as Agent or otherwise, shall be deemed to be a
reference to such Affiliate.
14.10 Withholding Tax.
(a) If any Lender is a "foreign corporation, partnership or
trust" within the meaning of the Code and such Lender claims exemption from, or
a reduction of, U.S. withholding tax under the Code, such Lender agrees with and
in favor of the Agent, to deliver to the Agent:
(i) if such Lender claims an exemption from, or a
reduction of, withholding tax under a United States tax treaty,
properly completed IRS Forms W-8ECI and W-8 before the payment of any
interest in the first calendar year and before the payment of any
interest in each third succeeding calendar year during which interest
may be paid under this Agreement;
(ii) if such Lender claims that interest paid under
this Agreement is exempt from United States withholding tax because it
is effectively connected with a United States trade or business of such
Lender, two properly completed and executed copies of IRS Form W-8BEN
before the payment of any interest is due in the first taxable year of
such Lender and in each succeeding taxable year of such Lender during
which interest may be paid under this Agreement, and IRS Form W-9; and
(iii) such other form or forms as may be required
under the Code or other laws of the United States as a condition to
exemption from, or reduction of, United States withholding tax.
73
Such Lender agrees to promptly notify the Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.
(b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8ECI
and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Borrower to such Lender, such
Lender agrees to notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Borrower to such Lender. To
the extent of such percentage amount, the Agent will treat such Lender's IRS
Form W-8ECI as no longer valid.
(c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form W-8BEN with the Agent sells, assigns, grants
a participation in, or otherwise transfers all or part of the Obligations of the
Borrower to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by the Code.
(d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other documentation required by subsection (a)
of this Section are not delivered to the Agent, then the Agent may withhold from
any interest payment to such Lender not providing such forms or other
documentation an amount equivalent to the applicable withholding tax.
(e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered, was not properly executed, or
because such Lender failed to notify the Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Lender shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, together
with all costs and expenses (including Attorney Costs). The obligation of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent.
14.11 [INTENTIONALLY OMITTED].
14.12 Collateral Matters.
(a) The Lenders hereby irrevocably authorize the Agent, at its
option and in its sole discretion, to release any Agent's Lien upon any
Collateral, Pledged Collateral or Guarantor Collateral (i) upon the termination
of the Commitments and payment and satisfaction in full by Borrower of all Loans
and reimbursement obligations in respect of Letters of Credit, and the
termination of all outstanding Letters of Credit (whether or not any of such
obligations are due) and all other Obligations; (ii) constituting property being
sold or disposed of if the Borrower certifies to the Agent that the sale or
disposition is made in compliance with Section 9.9 (and the Agent may rely
conclusively on any such certificate, without further inquiry);
74
(iii) constituting property in which the Borrower or a Guarantor owned no
interest at the time the Lien was granted or at any time thereafter; or (iv)
constituting property leased to the Borrower or LDM Canada under a lease which
has expired or been terminated in a transaction permitted under this Agreement.
Except as provided above, the Agent will not release any of the Agent's Liens
without the prior written authorization of the Lenders in accordance with
Section 13.2; provided that the Agent may release the Agent's Liens on
Collateral, Pledged Collateral or Guarantor Collateral valued in the aggregate
of not more than $5,000,000 without the prior written authorization of the
Lenders. Upon request by the Agent or the Borrower at any time, the Lenders will
confirm in writing the Agent's authority to release any Agent's Liens upon
particular types or items of Collateral, Pledged Collateral or Guarantor
Collateral pursuant to this Section 14.12.
(b) Upon receipt by the Agent of any authorization required
pursuant to Section 14.11(a) from the Majority Lenders or Lenders, as
applicable, of the Agent's authority to release any Agent's Liens upon
particular types or items of Collateral, Pledged Collateral or Guarantor
Collateral, and upon at least five (5) Business Days' prior written request by
the Borrower, the Agent shall (and is hereby irrevocably authorized by the
Lenders to) execute such documents as may be necessary to evidence the release
of the Agent's Liens upon such Collateral, Pledged Collateral or Guarantor
Collateral; provided, however, that (i) the Agent shall not be required to
execute any such document on terms which, in the Agent's opinion, would expose
the Agent to liability or create any obligation or entail any consequence other
than the release of such Liens without recourse or warranty, and (ii) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens (other than those expressly being released) upon (or obligations of
the Borrower or a Guarantor in respect of) all interests retained by the
Borrower or the relevant Guarantor, including (without limitation) the proceeds
of any sale, all of which shall continue to constitute part of the Collateral.
(c) The Agent shall have no obligation whatsoever to any of
the Lenders to assure that the Collateral, Pledged Collateral or Guarantor
Collateral, exists or is owned by the Borrower or a Guarantor or is cared for,
protected or insured or has been encumbered, or that the Agent's Liens have been
properly or sufficiently or lawfully created, perfected, protected or enforced
or are entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to the Agent pursuant to any of the Loan Documents, it being
understood and agreed that in respect of the Collateral, Pledged Collateral or
Guarantor Collateral, or any act, omission or event related thereto, the Agent
may act in any manner it may deem appropriate, in its sole discretion given the
Agent's own interest in the Collateral, Pledged Collateral or Guarantor
Collateral, in its capacity as one of the Lenders and that the Agent shall have
no other duty or liability whatsoever to any Lender as to any of the foregoing.
14.13 Restrictions on Actions by Lenders; Sharing of Payments.
(a) Each of the Lenders agrees that it shall not, without the
express consent of the Agent, and that it shall, to the extent it is lawfully
entitled to do so, upon the request of the Agent, set off against the
Obligations, any amounts owing by such Lender to the Borrower or any Guarantor
or any accounts of the Borrower or such Guarantor now or hereafter maintained
with such Lender. Each of the Lenders further agrees that it shall not, unless
specifically
75
requested to do so by the Agent, take or cause to be taken any action,
including, without limitation, the commencement of any legal or equitable
proceedings, to foreclose any Lien on, or otherwise enforce any security
interest in, any of the Collateral, Pledged Collateral or Guarantor Collateral,
the purpose of which is, or could be, to give such Lender any preference or
priority against the other Lenders with respect to the Collateral, Pledged
Collateral or Guarantor Collateral.
(b) Subject to Section 4.8, if, at any time or times any
Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any
proceeds of Collateral, Pledged Collateral or Guarantor Collateral, or any
payments with respect to the Obligations of the Borrower to such Lender arising
under, or relating to, this Agreement or the other Loan Documents, except for
any such proceeds or payments received by such Lender from the Agent pursuant to
the terms of this Agreement, or (ii) payments from the Agent in excess of such
Lender's ratable portion of all such distributions by the Agent, such Lender
shall promptly (1) turn the same over to the Agent, in kind, and with such
endorsements as may be required to negotiate the same to the Agent, or in same
day funds, as applicable, for the account of all of the Lenders and for
application to the Obligations in accordance with the applicable provisions of
this Agreement, or (2) purchase, without recourse or warranty, an undivided
interest and participation in the Obligations owed to the other Lenders so that
such excess payment received shall be applied ratably as among the Lenders in
accordance with their Pro Rata Shares; provided, however, that if all or part of
such excess payment received by the purchasing party is thereafter recovered
from it, those purchases of participations shall be rescinded in whole or in
part, as applicable, and the applicable portion of the purchase price paid
therefor shall be returned to such purchasing party, but without interest except
to the extent that such purchasing party is required to pay interest in
connection with the recovery of the excess payment.
14.14 Agency for Perfection. Each Lender hereby appoints each other
Lender as agent for the purpose of perfecting the Lenders' security interest in
assets which, in accordance with Article 9 of the UCC or the applicable
provision of the PPSA, can be perfected only by possession. Should any Lender
(other than the Agent) obtain possession of any such Collateral, Pledged
Collateral or Guarantor Collateral such Lender shall notify the Agent thereof,
and, promptly upon the Agent's request therefor shall deliver such Collateral,
Pledged Collateral or Guarantor Collateral to the Agent or in accordance with
the Agent's instructions.
14.15 Payments by Agent to Lenders. All payments to be made by the
Agent to the Lenders shall be made by bank wire transfer or internal transfer of
immediately available funds to: Xxxx xx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxxx 00000,
ABA 07 0000000, Account No. 8666700418, for Bank of America, N.A., or pursuant
to such other wire transfer instructions as each party may designate for itself
by written notice to the Agent. Concurrently with each such payment, the Agent
shall identify whether such payment (or any portion thereof) represents
principal, premium or interest on the Revolving Loans, Term Loans or otherwise.
14.16 Concerning the Collateral and the Related Loan Documents. Each
Lender authorizes and directs the Agent to enter into this Agreement and the
other Loan Documents relating to the Collateral, Pledged Collateral and
Guarantor Collateral, for the ratable benefit of the Lenders. Each Lender agrees
that any action taken by the Agent or Majority Lenders in accordance with the
terms of this Agreement or the other Loan Documents relating to the
76
Collateral, Pledged Collateral and Guarantor Collateral, and the exercise by the
Agent or the Majority Lenders of their respective powers set forth therein or
herein, together with such other powers that are reasonably incidental thereto,
shall be binding upon all of the Lenders.
14.17 Field Audit and Examination Reports; Disclaimer by Lenders. By
signing this Agreement, each Lender:
(a) is deemed to have requested that the Agent furnish such
Lender, promptly after it becomes available, a copy of each field audit or
examination report (each a "Report" and collectively, "Reports") prepared by the
Agent;
(b) expressly agrees and acknowledges that neither Bank of
America nor the Agent (i) makes any representation or warranty as to the
accuracy of any Report, or (ii) shall be liable for any information contained in
any Report;
(c) expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that the Agent or other party performing
any audit or examination will inspect only specific information regarding the
Borrower and the Guarantors and will rely significantly upon the Borrower's
books and records, as well as on representations of the Borrower's personnel;
(d) agrees to keep all Reports confidential and strictly for
its internal use, and not to distribute or use any Report in any other manner;
and
(e) without limiting the generality of any other
indemnification provision contained in this Agreement, agrees: (i) to hold the
Agent and any such other Lender preparing a Report harmless from any action the
indemnifying Lender may take or conclusion the indemnifying Lender may reach or
draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to the Borrower, or the
indemnifying Lender's participation in, or the indemnifying Lender's purchase
of, a loan or loans of the Borrower; and (ii) to pay and protect, and indemnify,
defend and hold the Agent and any such other Lender preparing a Report harmless
from and against, the claims, actions, proceedings, damages, costs, expenses and
other amounts (including, without limitation attorney costs) incurred by the
Agent and any such other Lender preparing a Report as the direct or indirect
result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.
ARTICLE 15
MISCELLANEOUS
15.1 Cumulative Remedies; No Prior Recourse to Collateral. The
enumeration herein of the Agent's and each Lender's rights and remedies is not
intended to be exclusive, and such rights and remedies are in addition to and
not by way of limitation of any other rights or remedies that the Agent and the
Lenders may have under the UCC or other applicable law. The Agent and the
Lenders shall have the right, in their sole discretion, to determine which
rights and remedies are to be exercised and in which order. The exercise of one
right or remedy shall not preclude the exercise of any others, all of which
shall be cumulative. The Agent and the Lenders
77
may, without limitation, proceed directly against the Borrower to collect the
Obligations without any prior recourse to the Collateral, the Pledged Collateral
or the Guarantor Collateral. No failure to exercise and no delay in exercising,
on the part of the Agent or any Lender, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.
15.2 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.
15.3 Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver.
(a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND
LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS PROVIDED THAT PERFECTION
ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE
OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF
ILLINOIS; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.
(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND THE
LENDERS CONSENT, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE AGENT AND THE LENDERS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:
(1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF
THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN
THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE THOSE JURISDICTIONS.
(c) THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED)
78
DIRECTED TO THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 15.8 AND SERVICE
SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE
BEEN SO DEPOSITED IN THE U.S. MAILS. NOTHING CONTAINED HEREIN SHALL AFFECT THE
RIGHT OF AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER
PERMITTED BY LAW.
(d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES, INCLUDING
BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT,
SHALL AT THE REQUEST OF EITHER PARTY HERETO BE DETERMINED BY ARBITRATION. The
arbitration shall be conducted in accordance with the United States Arbitration
Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this
Agreement, and under the Commercial Rules of the American Arbitration
Association ("AAA"). The arbitrator(s) shall give effect to statutes of
limitation in determining any claim. Any controversy concerning whether an issue
is arbitrable shall be determined by the arbitrator(s). Judgment upon the
arbitration award may be entered in any court having jurisdiction. The
institution and maintenance of an action for judicial relief or pursuant to a
provisional or ancillary remedy shall not constitute a waiver of the right of
either party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial relief.
(e) Notwithstanding the provisions of(d) above, no controversy
or claim shall be submitted to arbitration without the consent of all parties
if, at the time of the proposed submission, such controversy or claim arises
from or related to an obligation to the Lender which is secured by real estate
property collateral (exclusive of real estate space lease assignments). If all
the parties do not consent to submission of such a controversy or claim to
arbitration, the controversy or claim shall be determined as provided in this
Section 15.3(e).
(f) At the request of either party a controversy or claim
which is not submitted to arbitration as provided and limited in Section 15.3(d)
and (e) shall be determined by judicial reference. If such an election is made,
the parties shall designate to the court a referee or referees selected under
the auspices of the AAA in the same manner as arbitrators are selected in
AAA-sponsored proceedings. The presiding referee of the panel, or the referee if
there is a single referee, shall be an active attorney or retired judge.
Judgment upon the award rendered by such referee or referees shall be entered in
the court in which such proceeding was commenced.
(g) No provision of Sections (d) through (g) shall limit the
right of the Agent or the Lenders to exercise self-help remedies such as setoff,
foreclosure against or sale of any real or personal property collateral or
security, or obtaining provisional or ancillary remedies from a court of
competent jurisdiction before, after, or during the pendency of any arbitration
or other proceeding. The exercise of a remedy does not waive the right of either
party to resort to arbitration or reference. At the Agent's option, foreclosure
under a deed of trust or mortgage may be accomplished either by exercise of
power of sale under the deed of trust or mortgage or by judicial foreclosure.
15.4 Waiver of Jury Trial.
79
(a) SUBJECT TO THE PROVISIONS OF SECTION 15.3(d), THE
BORROWER, THE LENDERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF
ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE LENDERS AND THE AGENT EACH
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT
THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(b) THE BORROWER AGREES THAT IT WILL NOT ASSERT AGAINST AGENT
OR ANY LENDER ANY CLAIM FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
15.5 Survival of Representations and Warranties. All of the Borrower's
representations and warranties contained in this Agreement shall survive the
execution, delivery, and acceptance thereof by the parties, notwithstanding any
investigation by the Agent or the Lenders or their respective agents.
15.6 Other Security and Guaranties. The Agent, may, without notice or
demand and without affecting the Borrower's obligations hereunder, from time to
time: (a) take from any Person and hold collateral (other than the Collateral)
for the payment of all or any part of the Obligations and exchange, enforce or
release such collateral or any part thereof; and (b) accept and hold any
endorsement or guaranty of payment of all or any part of the Obligations and
release or substitute any such endorser or guarantor, or any Person who has
given any Lien in any other collateral as security for the payment of all or any
part of the Obligations, or any other Person in any way obligated to pay all or
any part of the Obligations.
15.7 Fees and Expenses. The Borrower agrees to pay to the Agent, for
its benefit, on demand, all reasonable costs and expenses that Agent pays or
incurs in connection with the negotiation, preparation, consummation,
administration, enforcement, and termination of this Agreement, including,
without limitation: (a) Attorney Costs; (b) costs and expenses (including
attorneys' and paralegals' fees and disbursements which shall include the
allocated costs of Agent's in-house counsel fees and disbursements) for any
amendment, supplement, waiver, consent, or subsequent closing in connection with
the Loan Documents and the transactions
80
contemplated thereby; (c) costs and expenses of lien and title searches and
title insurance; (d) taxes, fees and other charges for recording the Mortgages,
filing financing statements and continuations, and other actions to perfect,
protect, and continue the Agent's Liens (including costs and expenses paid or
incurred by the Agent in connection with the consummation of Agreement); (e)
sums paid or incurred to pay any amount or take any action required of the
Borrower under the Loan Documents that the Borrower fails to pay or take; (f)
costs of appraisals, inspections, and verifications of the Collateral, the
Pledged Collateral and Guarantor Collateral including, without limitation,
travel, lodging, and meals for inspections of the Collateral and the Borrower's
operations by the Agent's and each of the Lenders' agents plus the Agent's then
customary charge for field examinations and audits and the preparation of
reports thereof (such charge is currently $500 per day (or portion thereof) for
each agent or employee of the Agent with respect to each field examination or
audit); (g) costs and expenses of forwarding loan proceeds, collecting checks
and other items of payment, and establishing and maintaining Payment Accounts
and lock boxes; (h) costs and expenses of preserving and protecting the
Collateral, the Pledged Collateral and Guarantor Collateral; and (i) costs and
expenses (including attorneys' and paralegals' fees and disbursements which
shall include the allocated cost of Agent's in-house counsel fees and
disbursements) paid or incurred to obtain payment of the Obligations, enforce
the Agent's Liens, sell or otherwise realize upon the Collateral, the Pledged
Collateral and Guarantor Collateral and otherwise enforce the provisions of the
Loan Documents, or to defend any claims made or threatened against the Agent or
any Lender arising out of the transactions contemplated hereby (including
without limitation, preparations for and consultations concerning any such
matters). The foregoing shall not be construed to limit any other provisions of
the Loan Documents regarding costs and expenses to be paid by the Borrower. All
of the foregoing costs and expenses shall be charged to the Borrower's Loan
Account under, and as defined in, the Loan and Security Agreement, as Revolving
Loans.
15.8 Notices. Except as otherwise provided herein, all notices, demands
and requests that any party is required or elects to give to any other shall be
in writing, or by a telecommunications device capable of creating a written
record, and any such notice shall become effective (a) upon personal delivery
thereof, including, but not limited to, delivery by overnight mail and courier
service, (b) four (4) days after it shall have been mailed by United States
mail, certified or registered, with postage prepaid, or (c) in the case of
notice by such a telecommunications device, when properly transmitted, in each
case addressed to the party to be notified as follows:
If to the Agent or to Bank of America:
Bank of America, N.A.
000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Portfolio Manager, LDM
Fax No.: (000) 000-0000
If to Borrower:
LDM Technologies, Inc.
81
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Fax No.: (000) 000-0000
with copies to:
LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Fax No.: (000) 000-0000
Xxxx & Xxxxxxxxx, P.C.
Fifth Floor
000 Xxxx Xxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx
Fax No. (000) 000-0000
or to such other address as each party may designate for itself by like notice.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the persons designated above to
receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.
15.9 Waiver of Notices. Unless otherwise expressly provided herein, the
Borrower waives presentment, protest and notice of demand or dishonor and
protest as to any instrument, notice of intent to accelerate the Obligations and
notice of acceleration of the Obligations, as well as any and all other notices
to which it might otherwise be entitled. No notice to or demand on the Borrower
which the Agent or any Lender may elect to give shall entitle the Borrower to
any or further notice or demand in the same, similar or other circumstances.
15.10 Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective representatives, successors, and
assigns of the parties hereto; provided, however, that no interest herein may be
assigned by the Borrower without prior written consent of the Agent and each
Lender. The rights and benefits of the Agent and the Lenders hereunder shall, if
such Persons so agree, inure to any party acquiring any interest in the
Obligations or any part thereof.
15.11 Indemnity of the Agent and the Lenders by the Borrower. The
Borrower agrees to defend indemnify and hold the Agent-Related Persons, and each
Lender and each of its respective officers, directors, employees, counsel,
agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans and the termination,
resignation or replacement of
82
the Agent or replacement of any Lender) be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement
or any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement or the Loans
or the use of the proceeds thereof, whether or not any Indemnified Person is a
party thereto (all the foregoing, collectively, the "Indemnified Liabilities");
provided, that the Borrower shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities resulting solely from
the gross negligence or willful misconduct of such Indemnified Person. The
agreements in this Section shall survive payment of all other Obligations.
15.12 Final Agreement. This Agreement and the other Loan Documents are
intended by the Borrower, the Agent and the Lenders to be the final, complete,
and exclusive expression of the agreement between them. This Agreement
supersedes any and all prior oral or written agreements relating to the subject
matter hereof. No modification, rescission, waiver, release, or amendment of any
provision of this Agreement or any other Loan Document shall be made, except by
a written agreement signed by the Borrower and a duly authorized officer of each
of the Agent and the requisite Lenders.
15.13 Amendment and Restatement.
(a) This Agreement amends and restates in its entirety the
Prior Term Loan Agreement and, upon effectiveness of this Agreement, the terms
and provisions of the Prior Term Loan Agreement shall, subject to this Section
15.13, be superseded hereby.
(b) All references to the "Term Loan Agreement" contained in
the Loan Documents delivered in connection with the Prior Term Loan Agreement
shall be deemed to refer to this Amended and Restated Term Loan and Security
Agreement.
(c) Notwithstanding the amendment and restatement of the Prior
Term Loan Agreement by this Agreement, the Term Loans and all other Obligations
owing to the Lenders by the Borrower under the Prior Term Loan Agreement shall
constitute continuing Obligations of the Borrower hereunder and shall continue
to be secured by the Collateral.
(d) The Term Loans and all other Obligations owed to the
Lenders by the Borrower under the Prior Term Loan Agreement and the Liens
securing payment thereof shall in all respects be continuing (as amended and
restated hereby), and this Agreement shall not be deemed to evidence or result
in a novation, or repayment and re-borrowing, of the Term Loans or such other
Obligations. Upon the effective date of this Agreement, all Term Loans and all
other Obligations owed to the Lenders by the Borrower under the Prior Term Loan
Agreement shall automatically be deemed to be Term Loans or other Obligations
hereunder.
(e) In furtherance of and without limiting the foregoing, from
and after the Closing Date, the terms, conditions, and covenants governing the
Term Loans and all other Obligations under the Prior Term Loan Agreement shall
be solely as set forth in this Agreement, which shall supersede the Prior Term
Loan Agreement in its entirety (provided that all right to
83
indemnification of the Lenders arising pursuant to the Prior Term Loan Agreement
shall survive the amendment and restatement of the Prior Term Loan Agreement
pursuant to this Agreement).
15.14 Counterparts. This Agreement may be executed in any number of
counterparts, and by the Agent, each Lender and the Borrower in separate
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.
15.15 Captions. The captions contained in this Agreement are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge, or restrict any provision.
15.16 Right of Setoff. In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Borrower, any such notice being waived by the
Borrower to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the Borrower against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Agent or such Lender shall have made demand under this Agreement or any Loan
Document and although such Obligations may be contingent or unmatured. Each
Lender agrees promptly to notify the Borrower and the Agent after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application.
* * *
84
IN WITNESS WHEREOF, the parties have entered into this Amended
and Restated Term Loan and Security Agreement on the date first above written.
LDM TECHNOLOGIES INC., as Borrower
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Title: Chief Financial Officer
---------------------------
[LDM TERM LOAN AND SECURITY AGREEMENT]
BANK OF AMERICA, N.A., as the Agent
By: Xxxx X. Xxxxxxx
-------------------------------
Title: Vice President
----------------------------
BANK OF AMERICA, N.A., as a Lender
By: Xxxx X. Xxxxxxx
-------------------------------
Title: Vice President
----------------------------
[LDM TERM LOAN AND SECURITY AGREEMENT]
\
FLEET CAPITAL CORPORATION, as a
Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Title: Senior Vice President
---------------------------
[LDM TERM LOAN AND SECURITY AGREEMENT]
COMERICA BANK, as a Lender
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Title: Corporate Banking Officer
-------------------------
[LDM TERM LOAN AND SECURITY AGREEMENT]
THE CIT GROUP/BUSINESS
CREDIT, INC., as a Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Title: Vice President
---------------------
[LDM TERM LOAN AND SECURITY AGREEMENT]
SCHEDULE 1.1
---------------------------------------------------------------------------------------------
LENDER COMMITMENT PERCENTAGE
------ ---------- ----------
---------------------------------------------------------------------------------------------
Bank of America, N.A. $25,229,442.92 57.026%
---------------------------------------------------------------------------------------------
Fleet National Bank $ 4,125,566.50 9.325%
---------------------------------------------------------------------------------------------
Comerica Bank $ 6,636,300 15.000%
---------------------------------------------------------------------------------------------
The CIT Group/Business Credit, Inc. $ 8,250,690.58 18.649%
---------------------------------------------------------------------------------------------
TOTAL: $44,242,000.00 100%
---------------------------------------------------------------------------------------------
SCHEDULE 6.3
CHIEF EXECUTIVE OFFICE LOCATIONS: STATE OF FORMATION:
RECORDS LOCATIONS: COLLATERAL LOCATIONS
State of
Entity Formation Location
------ --------- --------
LDM Technologies, Inc. Michigan 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxx, 00000
LDM Holding Canada, Inc. Michigan 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxx, 00000
LDM Technologies Company Michigan 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
RECORDS/COLLATERAL LOCATION
Entity/Facility Owned/Leased/Bailment
--------------- ---------------------
I. LDM Technologies. Inc.
----------------------
0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx, 00000 Owned
000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, 00000 Owned
000 Xxxxx Xxxxxxx, Xxxxxxxxxxx, Xxxx, 00000 Owned
000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, 00000 Owned
000 Xxxxxxxxxxxx, Xxxxxxxx, Xxxx, 00000 Leased
0000 Xxxx X. Xxxxx Xxxxxxx, Xx. Xxxxx, Xxxxxxxx Owned
0000 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, 00000 Owned
000 X. Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx, 00000 Owned
0000 Xxx X.X. 00, Xxxxxxxx, Xxxxxxxx, 00000-0000 Owned
00000 Xxxxx Xxxx Xxxx, Xxx Xxxxxx, Xxxxxxxx 48 165 Owned
00000 Xxxxx Xxxx Xxxx, Xxx Xxxxxx, Xxxxxxxx, 48 165 Owned
000 Xxxxx Xxxxxxxx Xx. Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 Owned
0000 Xxxxx, Xxxx Xxxxx, Xxxxxxxx 00000 Leased
00-000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 Leased
0000 Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 Leased
0000 Xxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx 00000 Leased
0000 Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx 00000 Leased
0000-0000 Xxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 Bailment
II. LDM Holding Canada. Inc. None
III. LDM Technologies Company
0 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0 Owned
000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxx X0X0X0 Bailment
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx Leased
000 Xxxxxx Xxxxxxxx Xxxx (Xxxxxx Xxx.)
Xxxxxxxxxx, Xxxxxxx, Xxxxxx Leased
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx Leased
SCHEDULE 8.3
FOREIGN QUALIFICATION LOCATIONS
LDM Technologies, Inc.
1. Ohio
2. Xxxxxxxxx
0. Xxxxxxx, Xxxxxx
4. Texas
5. Indiana
6. United Kingdom (England and Wales)
7. Germany
LDM Holding Canada. Inc.
None
LDM Technologies Company
1. Ontario, Canada
SCHEDULE 8.4
PRIOR NAMES OF BORROWER AND GUARANTORS
1. LDM Industries, Inc. was incorporated on January 15,1985. LDM
Industries, Inc. purchased 75% of the shares of GL Industries of
Indiana, Inc., d/b/a Como Plastics Corporation on April 28,1993, now
doing business as Como Products. On April 15,1994, all the assets and
liabilities of GL Industries of Indiana, Inc. were sold to New GLI,
Inc., an Indiana corporation, which is now d/b/a "Como Products." On
this date a new independent partner joined New GLI, and purchased all
but 36.75% of the Company's interest.
2. LOR, Inc. and LDM Sales Associates, Inc. merged into LDM Industries
Inc., filed on July 26, 1994, effective July 31, 1994.
3. Arrow, N.A., Inc. merged into LDM Industries Inc., filed on September
20, 1996, effective September 28, 1996.
4. LDM Industries Inc. has transacted business under the assumed name LDM
Technologies, Inc. since May 23, 1994.
5. LDM Industries, Inc. has transacted business under the assumed name
Arrow N.A., Inc. since October 17, 1996.
6. LDM Industries, Inc. amended its Articles of Incorporation so as to
change the name of the corporation to LDM Technologies, Inc. on
November 13, 1996. LDM Technologies, Inc. transacts business under the
assumed name LDM Industries, Inc. as of the same day.
7. LDM Technologies Company, a Nova Scotia unlimited liability company, is
an amalgamation of Arrow Moulded Plastics of Canada Limited and 3001422
Nova Scotia Company. Arrow Molded Plastics of Canada Inc. changed its
name to Arrow Moulded Plastics of Canada Ltd. on November 18, 1993.
Arrow Moulded Plastics of Canada Ltd. changed its name to Arrow Moulded
Plastics of Canada Limited on September 19, 1996. Arrow Moulded
Plastics of Canada Limited previously conducted business as Arrow
Moulded Plastics of Canada, Inc. Arrow Molded Plastics, Inc. acquired
the assets of Aeroquip Corporation on December 10,1993. Arrow Moulded
Plastics of Canada Limited purchased the assets of Windsor Plastic
Products Limited on December 23,1994, as well as the assets of Xxxxx
Plastics Limited Partnership and Xxxxx Plastics, Inc. on November 15,
1993.
8. LDM Technologies, Inc. purchased 100% of the shares of Kenco Plastics,
Inc., a Michigan corporation, and of Kenco Plastics, Inc., a Kentucky
corporation, on October 1,1997. These corporations were merged into LDM
Technologies, Inc. effective January 7, 1998.
9. LDM Technologies, Inc., purchased 100% of the shares of Huron Plastics
Group, Inc., (WPG)", a Michigan corporation, and substantially all of
the assets of Tadim, Inc., a
Michigan corporation, on February 6, 1998. At the time of such
acquisition, HPG owned 100% of the outstanding stock of the following
Michigan corporations: Lakeport Plastics, Inc., HPG Body Systems, Inc.,
and HPG Chassis Systems, Inc. These corporations were merged into LDM
Technologies, Inc. effective February 6, 1998.
10. The assets of Kenco Plastics, Inc. were sold into a joint venture (DBM
Technologies, LLC) which is 49% owned by LDM. The effective date of the
sale was December 31,1998.
SCHEDULE 8.5
SUBSIDIARIES AND AFFILIATES
NAME OWNED BY AND JURISDICTION OF
---- PERCENTAGE OWNED INCORPORATION/
---------------- ORGANIZATION
---------------
Subsidiaries
LDM Technologies, S. de LDM Holding Mexico, Inc. Mexican limited liability
X.X. (1%) and LDM Technologies, company
Inc. (99%)
LDM Holding Canada, Inc. LDM Technologies, Inc. Michigan corporation
(100%)
LDM Technologies Company LDM Holding Canada, Inc. Nova Scotia unlimited
(100%) liability company
LDM Technologies GmbH LDM Technologies, Inc. Germany limited
(100%) liability company
LDM Holding Mexico, Inc. LDM Technologies, Inc. Michigan corporation
(100%)
Affiliates
New GLI, Inc., LDM Technologies, Inc. Indiana corporation
d/b/a Como Products (36.75%)
DBM Technologies, LLC LDM Technologies, Inc. Michigan limited liability
(49%) company
SCHEDULE 8.9
DEBT
Variable Rate Demand Limited Obligation Revenue Bond Series 1994 for
the benefit of Molmec, Inc. issued by Michigan Strategic Fund in original
principal amount of $5,000,000 and maturing on December 1, 2014, with interest
payable semi-annually. These obligations are being assumed by the Borrower
pursuant to the Acquisition Agreements and the obligations are supported by an
irrevocable letter of credit issued to Society Bank, as trustee.
Multi-Option Adjustable Rate Notes due April 11, 2015 (the "Arrow
Bonds") in original principal amount of $9,000,000, with interest payable
monthly, sold by Arrow N.A., Inc., then a wholly-owned subsidiary of the
Borrower which subsequently merged into the Borrower. The Arrow Bonds are backed
by an irrevocable letter of credit.
Senior Subordinated Bonds due 2007 in original principal amount of
$110,000,000.00 with interest payable semi-annually (January and July) at an
annual rate of 10.75%.
SCHEDULE 8.12
REAL PROPERTY AND LEASES
Owned
I. A. LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
000 Xxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxx 00000
000 Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 000000
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
000 Xxx Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
0000 Xxx X.X. 00
Xxxxxxxx, Xxxxxxxx 00000
00000 Xxxxx Xxxx Xxxx
Xxx Xxxxxx, Xxxxxxxx 00000
II. A. LDM Technologies Company
0 Xxxxxx Xxxx
Xxxxxxxxxx,
Xxxxxxx Xxxxxx X0X 0X0
Leased
I. B. LDM Technologies, Inc.
000 Xxxxxxxxxxxx
Xxxxxxxx, Xxxx 00000
0000 Xxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
00-000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
0000 Xxxx Xxxxxxxx
Xxxxxxxxx, Xxxxx 00000
0000 Xxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
II. B. LDM Technologies, Inc.
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx
000 Xxxxxx Xxxxxxxx Xxxx (Xxxxxx Xxx.)
Xxxxxxxxxx, Xxxxxxx, Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx, Xxxxxx
SCHEDULE 8.13
PROPRIETARY RIGHTS
U.S. PATENTS: ISSUED
------------- ------
5,428,879 ......................................................July 4, 1995
5,329,889 .....................................................July 19, 1994
5,298,306 ....................................................March 29, 1994
5,194,038 ....................................................March 16, 1993
5,325,981 ......................................................July 5, 1994
U.S. PATENT APPLICATIONS: FILED
------------------------- -----
08/23,573 .......................................................May 5, 1994
08/186,413.....................................................March 7, 1994
08/632,948....................................................April 16, 1996
FOREIGN APPLICATIONS: FILED
--------------------- -----
PCT/US93/03611................................................April 16, 1993
LICENSE AGREEMENTS
1. License Agreement for CDW-27 DeGas bottle between Xxxxxx GmbH-SRL and
Molmec, Inc. Dated May 11, 1990.
2. License Agreement for FN-10 DeGas bottle between Xxxxxx GmbH-SRL and Molmec,
Inc. Dated February 13, 1992.
3. Exclusive License Agreement between D.P.I. and Xxxxxx X. Xxxxxx as licensors
and Huron Engineering Services, Inc. (4,879,978; 5,143,351; 5,255,640),
dated November 25, 1992.
4. License and Technical Assistance Agreement between Huron Plastics Group,
Inc. and Hitachi Chemical Company, Ltd., dated May 25, 1994.
5. License and Technical Assistance Agreement between Huron Plastics Group,
Inc. and Kwangsung Corporation, Ltd., dated October 5, 1994.
6. Limited License and Purchase and Sale Agreement between ThreeBond U.S.A.,
Inc. and Huron Engineering Services, Inc., dated May 30, 1990.
SCHEDULE 8.14
TRADE NAMES/TRADE STYLES
None.
SCHEDULE 8.15
LITIGATION
None.
SCHEDULE 8.17
LABOR DISPUTES
None.
SCHEDULE 8.18
EXCEPTIONS FOR ENVIRONMENTAL MATTERS
The following matters:
1. All those matters described in Environmental Questionaires previously
provided by Borrower to Lender.
A. Environmental Questionaire - Real Estate Secured Loans regarding
property known as: Molmec, Inc., Nova Division, 0000 Xxxx Xxx
Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx, dated 12/23/93, including
attachments/appendices and including, but not limited to, a Phase
I Environmental Site Assessment prepared by International
Technology Corporation dated December, 1996.
B. Environmental Questionaire - Real Estate Secured Loans regarding
property known as: Molmec, Inc., Hartland Division, 0000 Xxx X.X.
00, Xxxxxxxx, Xxxxxxxx, dated 12/23/93, including
attachments/appendices and including, but not limited to, a Phase
I Environmental Site Assessment prepared by International
Technology Corporation dated December, 1996.
C. Environmental Questionaire - Real Estate Secured Loans regarding
property known as: Molmec, Inc., Avon Division, 0000 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx, dated 12/23/96, including
attachments/appendices and including, but not limited to, a Phase
I Environmental Site Assessment prepared by International
Technology Corporation dated December, 1996.
D. Environmental Questionaire - Real Estate Secured Loans regarding
Molmec Inc. Headquarters, 0000 Xxxx Xxxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxxx, dated 12/23/96, including attachments/appendices and
including, but not limited to, a Phase I Environmental Site
Assessment prepared by International Technology Corporation dated
December, 1996.
E. Environmental Questionaire - Real Estate Secured Loans regarding
Molmec Inc. Deco-Trim Division, 00000 Xxxxx Xxxx Xxxx, Xxx Xxxxxx,
Xxxxxxxx, dated 12/23/96, including attachments/appendices and
including, but not limited to, a Phase I Environmental Site
Assessment prepared by International Technology Corporation dated
December, 1996, Remedial Action Plan prepared by Xxxxxxx
Environmental dated July 30, 1996, Phase II Subsurface Examination
of Testing Engineers and Consultants, Inc. dated August 30, 1992
and December 11, 1996 Michigan Department of Environmental Quality
provisional acceptance of remedial action plan letter.
F. Environmental Questionaire - Real Estate Secured Loans regarding
Molmec Inc., dated July 30, 1996, Phase I Subsurface Examination
of Testing Engineers and White Lake Division, 0000 Xxxxx Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx, dated 12/23/96,
Exceptions to Environmental Laws
Page 2
including attachments/appendices and including, but not limited
to, a Phase I Environmental Site Assessment prepared by
International Technology Corporation dated December, 1996.
G. Environmental Questionaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx, dated
12/23/96, including attachments/appendices.
H. Environmental Questionaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx,
dated 12/23/96, including attachments/appendices, including, but
not limited to, Phase I Environmental Site Assessment prepared by
X.X. Xxxxx & Associates, Inc., October 1995; correspondence from
X.X. Xxxxx & Associates, Inc., to Xx. Xxxx Xxxxxxxx, Arrow North
America, Inc., dated November 8, 1995, regarding Phase II BSA-UST
Closure Borings; pages 1 through 10 of NPDES Permit No. 01Q00022
BD; preliminary notification of annual discharge fee from Ohio
EPA, dated July 26, 1995.
I. Environmental Questionaire - Real Estate Secured Loans regarding
Arrow Canada, Ltd., 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx, Xxxxxx,
dated December 23, 1996, including attachments/appendices,
including, but not limited to, Environmental Site Assessment,
Phase I, prepared by Trow Consulting Engineers, Ltd., dated
October, 1005.
J. Environmental Questionaire - Real Estate Secured Loans regarding
LDM Technologies, 1250 Maplelawn, Troy, Michigan, dated 12/23/96,
including attachments/appendices.
K. Environmental Questionaire - Real Estate Secured Loans regarding
LDM Technologies, Inc., 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx,
Xxxxxxxx, dated 12/23/96, including attachments/appendices,
including, but not limited to, Phase I Environmental Liability
Assessment prepared by O'Brien & Xxxx Engineers, Inc., February,
1994; Environmental Abatement Risk Assessment Site No. 8, prepared
by Techna Corporation, dated December 19, 1989.
L. Environmental Questionaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx,
dated 12/23/96, including attachments/appendices, including, but
not limited to, Phase I Environmental Site Assessment prepared by
X.X. Xxxxx & Associates, dated October, 1995; Ohio Department of
Health Prior Notification of Asbestos Hazards Abatement Project
Exception to Environmental Laws
Page 3
dated 3/1/96; Ohio EPA Notification of Demolition and Renovation.
M. Environmental Questionnaire - Real Estate Secured Loans regarding
Arrow North America, 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, dated
12/23/96, including attachments/appendices, including, but not limited
to, Phase I and Preliminary Limited Phase II Environmental Assessment
prepared by X.X. Xxxxx & Associates, Ltd., dated March, 1993;
correspondence from Viro Group to Aeroequip Corporation, dated June
22, 1993, regarding asbestos abatement; NPDES Permit No. TNR001328,
dated 4/22/93 through 9/26/96.
2. With respect to the former Molmec facility located at 00000 Xxxxx Xxxx Xxxx,
Xxx Xxxxxx, Xxxxxxxx, those matters described in (a) baseline environmental
assessment approved by Michigan Department of Environmental Quality by letter
dated Xxxxx 00, 0000, (x) Report on Former Molmec, Inc. Facility, prepared by
Xxxxx & Xxxxxxx of Michigan, Inc., dated March 2001, (c) remedial action plan
prepared by Xxxxxxx Environmental, dated July 30, 1996 and all reports
referenced therein, and all reports prepared by Xxxxxxx Environmental with
respect to the remedial action plan.
3. With respect to the former Arrow North America facility located at 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, (a) underground storage tanks were removed in or
about 1995, and (b) a consent decree was entered into with the Ohio EPA in 1997
pursuant to which the agency's claims against the borrower with respect to air
emission matters were resolved by the entry of the decree and performance by
the borrower of its obligations thereunder.
4. With respect to the former Arrow North America facility located at 000 Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx, (a) asbestos removal and encapsulation
activities have been performed, (b) a consent decree was entered into with the
Ohio EPA in 1998 pursuant to which the agency's claims against the borrower with
respect to air emission matters were resolved by the entry of the decree and
performance by the borrower of its obligations thereunder, and (c) the borrower
has reached a favorable tentative agreement in principle with the U.S.
Environmental Protection Agency concerning past shipments of solid waste to a
nearby landfill. However, the borrower was advised, subsequent to the reaching
of the tentative resolution of the landfill related matter, that the U.S. EPA
wishes to engage in further discussions concerning the settlement proposal. The
borrower does not expect that the resolution of this matter will have a material
impact upon the borrower.
5. With respect to LDM of Canada's facility located at 0 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx, Xxxxxx, an September 5, 2000 order of the Ontario Ministry
of the Environment requires the
Exceptions to Environmental Laws
Page 4
borrower to take certain corrective and reporting actions with respect to a
complaint about the emission of odors from the borrower's painting operations.
6. With respect to the former Arrow North America facility located at 000 Xxxx
Xxxx, Xxxxxxxx, Xxxxxxxxx, the borrower has resolved complaints by the State of
Tennessee with respect to air regulatory matters.
7. State of Michigan wetlands permit 91-14-0235 requires Huron Plastics Group to
conduct certain mitigation activities with respect to property located in
Marysville, Michigan which is no longer owned by the borrower. Borrower does not
expect that any requirements of this permit will have a material effect upon the
borrower.
8. The borrower's premises are known or suspected to contain underground storage
tanks or surface impoundments at the following location:
Leamington, Ontario facility. The UST is used for the storage of paint
waste related materials and solvents. The tank was recently recertified.
SCHEDULE 8.25
INTELLECTUAL PROPERTY DISPUTES
None.
SCHEDULE 8.28
MATERIAL AGREEMENTS
Interim Stock Redemption Agreement effective April 22, 1996 by and
among Xxxxxxx X. Xxxx, Trustee, and Xxx Xxxxxx, Trustee.
SCHEDULE 8.29
BANK ACCOUNTS
Comerica Xxxxx - Molmec, INC.
01840232761 Deposit
01840232829 Xxxxx Cash (White Lake)
01850591098 Xxxxx Cash (Hartland)
01840236341 Child and Health
01840236788 Xxxxx Cash
01840237737 Xxxxx Cash
01840239220 Plant Payroll
03195002179 Accounts Payable
01851133395 General Funding
Comerica Bank - LDM Technologies, Inc.
1013101710 Payroll
Huntington National Bank - LDM Technologies, Inc.
0189-9604328 Concentration
0189-1354715 Lockbox
Bank of Nova Scotia - LDM Technologies Company
3424-16 Canadian General
566-11 U.S. General
Bank of Montreal
3144-0000000 HPG Foreign Sales, Inc.
SCHEDULE 9.19
EXISTING LIENS
See attached.
BANK OF AMERICA, N.A./LDM TECHNOLOGIES, INC.
UCC SEARCH RESULTS CHART
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
LDM Technologies, Inc. date
LDM TECHNOLOGIES, INC.
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM TECHNOLOGIES, INC.
LDM Technologies, Inc. 2135585 7/9/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 2265182 6/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 2135585, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 2171693 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 2265181 6/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 2171693, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-2-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 12/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 12/31/01 X
2500 Executive Hills Drive Corporation Indiana
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx West
Building 16 / Xxxxx 000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/9/01
Northern District,
Indiana
(Fort Xxxxx
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Northern
District, Indiana
(Fort Xxxxx
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 2270776 7/27/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 2171693, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 2193595 6/2/98 Four 400-Ton Toggle Presses
0000 Xxxxxxxxx Xxxxx Xxxxx and including all additions,
Xxxxxx Xxxxx, XX 00000 attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or hereafter
acquired
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/92. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/4/88
-3-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 62338 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 64459 8/11/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 62338, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Exhibit B Legal Description
attached
-4-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Noble County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Indiana
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Noble County, 12/29/00
Indiana
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 62338 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 64459 8/11/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 62338, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
Exhibit B Legal Description
attached
LDM Technologies, Inc. N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
-5-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Circuit Court, 3/5/01
Noble County,
Indiana
LDM Technologies, Inc. N/A Superior Court, 3/5/01
Noble County,
Indiana
LDM Technologies, Inc. X/X Xxxxxx Xxxxx, 0/0/00
Xxxxx Xxxxxx,
Xxxxxxx
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 154458 2/9/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 154458 6/23/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 154458, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-6-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/9/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Kentucky
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court- 3/9/01
Western District,
Kentucky
(Owensboro
Division)
LDM Technologies, Inc. N/A US District Court- 3/14/01
Western District,
Kentucky
(Owensboro
Division)
LDM Technologies Black Equipment Co., Inc. Daviess County, 3/14/01 X
Kenco Plastics, Division 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
Xxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 154458 7/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 154458, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 154458 1/7/00 PARTIAL RELEASE of original
2500 Executive Hills Drive 154458, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file rom 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/86
LDM Technologies 078818 6/22/98 One new Mitsubishi forklift
Kenco Plastics, Division with triple stage upright, side
000 Xxxxxxxxxx Xxxxx shifter, back up alarm, amber
Xxxxxxxxx, XX 00000 strobe, driver's overhead guard
-7-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Technologies, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Technologies, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A Two fixture statements listing
DBM Technologies as Debtor
erroneously filed in index
under LDM Technologies
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax liens records
from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 81718B 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-8-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 04431C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 05445C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 09724C 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
-9-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20507C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 20508C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing four
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 20511C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
-10-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Secretary of State, 3/2/01 X
2500 Executive Hills Drive Trust and Savings Michigan
Xxxxxx Xxxxx, XX 00000 Association, as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20645C 1/9/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 81718B, releasing one Xxxxx
Xxxxxx Xxxxx, XX 00000 custom designed and
fabricated fascia paint line and
sixteen "Flexpainter" paint
application robots, and
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 92010B 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-11-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 04432C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 05444C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 09725C 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
-12-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20504C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. 20505C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 20506C 1/8/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing four
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
-13-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Secretary of State, 3/2/01 X
2500 Executive Hills Drive Trust and Savings Michigan
Xxxxxx Xxxxx, XX 00000 Association, as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX
LDM Technologies, Inc. Sanwa Business Credit Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 Xxx X Xxxxxx Xxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corp. Michigan
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 20644C 1/9/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 92010B, releasing one Xxxxx
Xxxxxx Xxxxx, XX 00000 custom designed and
fabricated fascia paint line and
sixteen "Flexpainter" paint
application robots,
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. D379983 5/28/98 Two new Mitsubishi forklifts,
0000 Xxxxxxxxx Xxxxx Xxxxx including but not limited to, all
Xxxxxx Xxxxx, XX 00000 replacements, parts, repairs
attachments and accessories
incorporated therein or affixed
thereto now owned or
hereafter acquired
LDM Technologies, Inc. D380852 6/1/98 One new deionization system
0000 Xxxxxxxxx Xxxxx Xxxxx w/tank and pump assemblies,
Xxxxxx Xxxxx, XX 00000 pretreatment assemblies and
quality enhancement
equipment including all
attachments, accessories,
appurtenances, accessions &
substitutions
-14-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corp. Michigan
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx West
Building 16 / Xxxxx 000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Sanwa Business Credit Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 Xxx X Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D414487 8/27/98 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx D380852 changing collateral
Xxxxxx Xxxxx, XX 00000 description to
One new deionization system
w/tank and pump assemblies,
pretreatment assemblies and
quality enhancement
equipment as more
particularly described on
Schedule A attached hereto
and made a part thereof
LDM Technologies, Inc. 94805B 6/3/98 Four 400-Ton Toggle Presses
0000 Xxxxxxxxx Xxxxx Xxxxx and including all additions,
Xxxxxx Xxxxx, XX 00000 attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired
LDM Technologies, Inc. D420399 9/14/98 Two new Mitsubishi forklifts,
0000 Xxxxxxxxx Xxxxx Xxxxx including but not limited to, all
Xxxxxx Xxxxx, XX 00000 replacements, parts, repairs
attachments and accessories
incorporated therein or affixed
thereto now owned or
hereafter acquired
-15-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx West
Building 16 / Xxxxx 000
Xxxx Xxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 00259C 1/8/99 One two-cylinder PQM
0000 Xxxxxxxxx Xxxxx Xxxxx conversion unit and two power
Xxxxxx Xxxxx, XX 00000 front gates, and including all
additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
acquired
LESSEE: D473996 2/2/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment leased under
0000 Xxxxxxxxx Xxxxx Xxxxx Master Equipment Lease
Xxxxxx Xxxxx, XX 00000 Number 826 dated 10-20-98
between Primex Leasing
Corporation as Lessor and
LDM Technologies, Inc., as
Lessee including but not
limited to all upgrades, add-
ons, replacements, additions
and substitutions thereto and
all proceeds (including
insurance proceeds) of and
from said Master Equipment
Lease
-16-
Search
Debtor Secured Party Jurisdiction through UCC
(as shown on statement) (as shown on statement) date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, Xx 00000
L.D.M. Technologies, Inc. NMHG Financial Services Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D516005 2/2/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-02, dated 4/1/99,
including all accessions,
additions, replacements,
substitutions and improvements
thereto and therefor,
and all proceeds (including
insurance proceeds) of
and from said Master
Equipment Lease Agreement
L.D.M. Technologies, Inc. D518812 5/17/99 Eight new Yale forklifts and
0000 Xxxxxxxxx Xxxxx Xxxxx all accessions, additions,
Xxxxxx Xxxxx, XX 00000 replacements and substitutions
thereto and therefor and all
proceeds, including insurance
proceeds, thereof
-17-
Search
Debtor Secured Party Jurisdiction through UCC
(as shown on statement) (as shown on statement) date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 216
Xxxxxxxxxx Xxxxx, Xx 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx 000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Primex Leasing Corporation Secretary of State, 3/2/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LESSEE: D526819 6/4/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-03, dated 4/23/99,
including all accessions,
additions, replacements,
substitutions and improvements
thereto and therefor, and
all proceeds (including
insurance proceeds) of
and from said Master
Equipment Lease Agreement
LDM Technologies, Inc.
0000 Xxxxxxxxx Xxxxx Xxxxx 05563C 7/28/99 One injection molding
Xxxxxx Xxxxx, XX 00000 machine, and including all
additions, attachments,
accessories and accessions
thereto, and any and all
substitutions and replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
LDM Technologies, Inc. acquired
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000 D552641 8/10/99 Four Hewlett Packard
workstations
-18-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D565657 9/14/99 Computer equipment re Lease
0000 Xxxxxxxxx Xxxxx Xxxxx Xx. 00000
Xxxxxx Xxxxx, XX 00000
LESSEE: D580713 10/26/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-05, dated 8/10/99,
including all accessions,
additions, replacements,
substitutions and
improvements thereto and
therefor, and all proceeds
(including insurance proceeds)
of and from said Master
Equipment Lease Agreement
-19-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
LDM Technologies, Inc. Citicorp Del Lease, Inc. Secretary of State, 3/2/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
LDM Technologies, Inc. CLG, Inc. Secretary of State, 3/2/01 X
2500 Executive Hills 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X D582318 11/1/99 Computer equipment on
0000 Xxxxxxxxx Xxxxx Xxxxx attached Schedule Are Lease
Xxxxxx Xxxxx, XX 00000 No. 64628
LDM Technologies, Inc. D582817 11/2/99 One new Mitsubishi forklift
0000 Xxxxxxxxx Xxxxx Xxxxx with sideshift and battery
Xxxxxx Xxxxx, XX 00000 Charger
LDM Technologies, Inc. D583748 11/3/99 Computer equipment re Lease
0000 Xxxxxxxxx Xxxxx Xxxxx Xx. 00000
Xxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. D587037 11/12/99 Production equipment re
2500 Executive Hills Lease Agreement dated
Xxxxxx Xxxxx. XX 00000 December 15, 1998,
Supplement No. 1 between
LDM Technologies, Inc. as
Lessee and CLG, Inc. as
Lessor
-20-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LESSEE: D590382 11/23/99 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
including, but not limited to,
the equipment listed on
Equipment Lease Schedule A
826-06, dated 10/11/99,
including all accessions,
additions, replacements,
substitutions and
improvements thereto and
therefor, and all proceeds
(including insurance proceeds)
of and from said Master
Equipment Lease Agreement
-21-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. American Financial Leasing, Secretary of State, 3/2/01 X
2500 Executive Hills Drive Inc. Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxx Xxxx Xxxx,
#000
Xxxx Xxxxxxxxxx, XX 00000
assignee:
Michigan Heritage Bank
00000 Xxxxxxxx Xxxx
Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LESSEE: D606293 1/7/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. Equipment now owned or
0000 Xxxxxxxxx Xxxxx Xxxxx hereafter leased under Master
Xxxxxx Xxxxx, XX 00000 Equipment Lease Number 826
dated 10/20/98, between
Primex Leasing Corporation,
as Lessor, and LDM
LDM Technologies, Inc. Technologies, Inc., as Lessee
0000 Xxxxxxxxx Xxxxx Xxxxx including, but not limited to,
Xxxxxx Xxxxx, XX 00000 the equipment listed on
Equipment Lease Schedule A
826-07, dated 10/11/99,
including all accessions,
additions, replacements,
substitutions and
improvements thereto and
therefor, and all proceeds
(including insurance proceeds)
of and from said Master
Equipment Lease Agreement
D610041 1/20/00 Computer equipment re Lease
No. 64657
-22-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 X Xxxx Xxxx Xx, Xxxxx
Xxxxxx Xxxxx, XX 00000 216
Xxxxxxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LESSEE:
LDM Technologies, Inc. D651555 5/8/00 BLANKET EQUIPMENT - All of
0000 Xxxxxxxxx Xxxxx Xxxxx the equipment on Schedule A
Xxxxxx Xxxxx, XX 00000 Number 826-08 to the Master
Equipment Lease Number 826
dated 10-20-98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
LESSEE: D663889 6/12/00 BLANKET EQUIPMENT - All of
LDM Technologies, Inc. the Hardware Equipment
0000 Xxxxxxxxx Xxxxx Xxxxx described on Schedule A
Xxxxxx Xxxxx, XX 00000 Number 826-09 to the Master
LESSEE: Equipment Lease Number 826
LDM Technologies, Inc. dated 10/20/98 between
0000 Xxxxxxxxx Xxxxx Xxxxx Primex Leasing Corporation,
Xxxxxx Xxxxx, XX 00000 as Lessor, and LDM
Technologies, Inc., as Lessee
LDM Technologies, Inc. D669697 6/28/00 One Powerboss sweeper
2500 Executive Hills Drive scrubber
Xxxxxx Xxxxx, XX 00000
LDM Technologies, Inc. D695766 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 20906C 1/16/01 RELEASE of original D695766,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine with all
attachments and accessories
LDM Technologies, Inc. D695767 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D695768 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
-23-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 3/2/01 X
2500 Executive Hills Drive Company Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LDM Technologies, Inc. 20905C 1/16/01 RELEASE of original D695768,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine with all
attachments and accessories
LDM Technologies, Inc. D695769 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 20510C 1/8/01 RELEASE of original D695769,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine
LDM Technologies, Inc. D695770 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 20509C 1/8/01 RELEASE of original D695770,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing one plastics injection
Xxxxxx Xxxxx, XX 00000 molding machine
LDM Technologies, Inc. D695771 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D695772 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D695773 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. D704965 10/18/00 One Nilfisk advance model
0000 Xxxxxxxxx Xxxxx Xxxxx 2052LP rider
Xxxxxx Xxxxx, XX 00000
-24-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
LESSEE: LESSOR: Secretary of State, 3/2/01 X
LDM Technologies, Inc. Primex Leasing Corporation Michigan
0000 Xxxxxxxxx Xxxxx Xxxxx 00 Xxxx Xxxx Xxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LESSEE D707599 10/24/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Schedule A Number 826- 12 to
Xxxxxx Xxxxx, XX 00000 the Master Equipment Lease
Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor, and
LDM Technologies, Inc., as
Lessee
LESSEE D707600 10/24/00 BLANKET EQUIPMENT - All
LDM Technologies, Inc. equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Schedule A Number 826-11 to
Xxxxxx Xxxxx, XX 00000 the Master Equipment Lease
Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor, and
LDM Technologies, Inc., as
Lessee
D707601 10/24/00 BLANKET EQUIPMENT - All
LESSEE equipment described on
LDM Technologies, Inc. Schedule A Number 826-10 to
0000 Xxxxxxxxx Xxxxx Xxxxx the Master Equipment Lease
Xxxxxx Xxxxx, XX 00000 Number 826 dated 10-20-98
between Primex Leasing
Corporation, as Lessor, and
LDM Technologies, Inc., as
Lessee
LESSEE: D711069 11/3/00 BLANKET EQUIPMENT -
LDM Technologies, Inc. Equipment described on
0000 Xxxxxxxxx Xxxxx Xxxxx Equipment Lease Schedule A
Xxxxxx Xxxxx, XX 00000 Number 826-14 to the Master
Equipment Lease Number 826
dated 10-20-98 between
Primex Leasing Corporation,
as Lessor, and LDM
Technologies, Inc., as Lessee
-25-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/2/01 X
2500 Executive Hills Drive Corporation Michigan
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LDM Technologies, Inc. 20462C 1/5/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements
or exchanges
therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and
Lessor whether now owned
or hereafter acquired
LDM Technologies, Inc. 20463C 1/5/01 Two injection molding
0000 Xxxxxxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessor and Lessee
whether now owned or
hereafter acquired
LDM Technologies, Inc. 20514C 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
-26-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement] (as shown on statement) through
date
LDM Technologies, Inc. Transamerica Equipment Secretary of State, 3/2/01 X
2500 Executive Hills Drive Financial Services Michigan
Xxxxxx Xxxxx, XX 00000 Corporation
0000 Xxxxxxxx Xxxxx
Xxxxx 0000 Xxxx
Xxxxxxx, XX 00000
LDM Technologies Associates Leasing, Inc. Secretary of State, 3/2/01 X
Incorporated 0000 Xxxxxxxxxx Xxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxx Xxxxxx, XX 00000
Xxxxxx Xxxxx, XX 00000
LDM Technologies - Ikon Office Solutions Secretary of State, 3/2/01 X
Hartland Div. 0000 00xx Xxxxxx X.X. Xxxxxxxx
0000 Xxx XX 00 Xxxxx Xxxxxx, XX 00000
Xxxxxxxx, XX 00000
LDM Technologies Crown Credit Company Secretary of State, 3/2/01 X
Inc./Deco Trim Division 00 X Xxxxxxxxxx Xxxxxx Xxxxxxxx
00000 X. Xxxx Xx. Xxx Xxxxxx, XX 00000
Xxx Xxxxxx, XX 00000
LDM Technologies Crown Credit Company Secretary of State, 3/2/01 X
2500 Executive Hills Dr. 00 X Xxxxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx, XX 00000 Xxx Xxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement] & Comments/Collateral
Judg
LDM Technologies, Inc. 20518C 1/8/01 One Xxxxx custom designed
0000 Xxxxxxxxx Xxxxx Xxxxx and fabricated fascia paint line
Xxxxxx Xxxxx, XX 00000 and sixteen "Flexpainter" paint
application robots, and
including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions, replacements
between Lessee and Lessor
whether now owned or
or exchanges therefor,and all
insurance and/or other
proceeds thereof by and between
Lessee and Lessor whether now
owned or hereafter acquired
LDM Technologies D731503 1/9/01 One Linde forklift together
Incorporated with all present and future
0000 Xxxxxxxxx Xxxxx attachments, accessories,
Xxxxxx Xxxxx, XX 00000 replacement parts, additions,
and all cash and non-cash
proceeds thereof
LDM Technologies - D482034 2/23/99 Jetfax M910
Hartland Div.
0000 Xxx XX 00
Xxxxxxxx, XX 00000
LDM Technologies D266379 8/7/97 Two Crown models with exide
Inc./Deco Trim Division batteries and exide chargers
00000 X. Xxxx Xx.
Xxx Xxxxxx, XX 00000
LDM Technologies D277845 9/9/97 Reconditioned Crown with
2500 Executive Hills Dr. used battery and used charger
Xxxxxx Xxxxx, XX 00000
-27-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. LMA Capital Group, LLC Secretary of State, 3/2/01 X
1250 Maplelawn 0000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx
Xxxx, XX 00000 1203
Xxxxxxxxxx, XX 00000
LDM Technologies Ikon Office Solutions Secretary of State, 3/2/01 X
705 E. Van Ripper 0000 00xx Xxxxxx XX Xxxxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxx Xxxxxx, XX 00000
LDM Technologies Inc. Crown Credit Company Secretary of State, 3/2/01 X
2776 Commerce 00 X Xxxxxxxxxx Xx Xxxxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxx Xxxxxx, XX 00000
LDM Technologies Inc. Crown Credit Company Secretary of State, 3/2/01 X
2776 Commerce 00 X Xxxxxxxxxx Xx Xxxxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxx Xxxxxx, XX 00000
LDM Technologies Lease Corporation of Secretary of State, 3/2/01 X
000 X. Xxxxxxxxxx Xx. Xxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000 000 X. Xxx Xxxxxx Xx.
Xxx 000
Xxxx, XX 00000
L D M Technologies Pitney Xxxxx Credit Secretary of State, 3/2/01 X
000 X Xxxxxxxxxx Xx Xxxxxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000 00 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. D224437 4/23/97 One Lantech Q-300 Stretch
1250 Maplelawn Wrapper re Lease No.
Xxxx, XX 00000 Z04972550
LDM Technologies D396145 7/9/98 Sharp office equipment
000 X. Xxx Xxxxxx
Xxxxxxxxxxx, XX 00000
LDM Technologies Inc. D408878 8/11/98 Two Crown models and two
2776 Commerce battery models
Xxxxxxxxx Xxxxx, XX 00000
LDM Technologies Inc. D483524 2/25/99 Two Crown models and four
2776 Commerce battery models
Xxxxxxxxx Xxxxx, XX 00000
LDM Technologies D471337 1/26/99 One Canon NP-6035
000 X. Xxxxxxxxxx Xx.
Xxxxxxx, XX 00000
D483113 2/24/99 Blanket equipment - All
L D M Technologies equipment of whatever nature
000 X Xxxxxxxxxx Xx manufactured, sold or
Xxxxxxx, XX 00000 distributed by Pitney Xxxxx
Credit Inc., Monarch
Marketing Systems Inc.,
Pitney Xxxxx Credit Corp.,
Dictaphone Corp., and subject
to lease dated 10/22/98
between Debtor and Secured
Party and all proceeds,
additions thereto and
replacements thereof
-28-
Search
Debtor Secured Party Jurisdiction through UCC
(as shown on statement) (as shown on statement) date
LDM Technologies- Spartan Oil Corp. Secretary of State, 3/2/01 X
Molmec Novi Div. 000 Xxxxxx Xxxxxx Xxxxxxxx
000 X. Xxx Xxxxx Xxxx Xxxxxxx, XX 00000
Xxxxxxxxxxx, XX 00000
LDM Technologies, Inc. Crown Credit Company Secretary of State, 3/2/01 X
00000 Xxxxx Xxxx Xxxx 00 X. Xxxxxxxxxx Xxxxxx Xxxxxxxx
Xxx Xxxxxx, XX 00000 Xxx Xxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Flint Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Flint Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Detroit Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies- D587897 11/16/99 One Balcrank hand operated gear oil
Molmec Novi Div. pump and one Balcrank 120# keg dolly
000 X. Xxx Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
LDM Technologies, Inc. D701730 10/6/00 One Crown lift truck with exidde
00000 Xxxxx Xxxx Xxxx battery and exide charger
Xxx Xxxxxx, XX 00000
LDM Technologies, Inc. X 99-CV-60801 11/3/99 XXXXXXX XXXXXX V. LDM TECHNOLOGIES,
INCORPORATED AND AIG LIFE INSURANCE
COMPANY. Labor employment matter.
Order with stipulation dismissing the
case with prejudice on 12/21/00
LDM Technologies, Inc. X 98-CV-70824 2/24/98 LDM TECHNOLOGIES, INCORPORATED V. XXXX
XXXXXX, Counter-Claim of XXXX XXXXXX V.
LDM TECHNOLOGIES, INCORPORATED. Contract
matter. Order with stipulation
dismissing the case with prejudice and
without costs on 11/5/99
LDM Technologies, Inc. X 99-CV-60801 11/3/99 XXXXXXX XXXXXX V. LDM TECHNOLOGIES,
INCORPORATED AND AIG LIFE INSURANCE COMPANY.
Labor employment matter. Order with
stipulation dismissing the case with prejudice
on 12/21/00
-29-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Detroit Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Xxx Arbor
Division)
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Xxx Arbor
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Flint Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Detroit Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 98-CV-70824 2/24/98 LDM TECHNOLOGIES,
INCORPORATED V. XXXX XXXXXX,
Counter-Claim of XXXX XXXXXX
V. LDM TECHNOLOGIES,
INCORPORATED. Contract
matter. Order with stipulation
dismissing the case with
prejudice and without costs on
11/5/99
LDM Technologies, Inc. X 99-CV-60801 11/3/99 XXXXXXX XXXXXX V. LDM
TECHNOLOGIES, INCORPORATED
AND AIG LIFE INSURANCE
COMPANY. Labor employment
matter. Order with stipulation
dismissing the case with
prejudice on 12/21/00
LDM Technologies, Inc. X 98-CV-70824 2/24/98 LDM TECHNOLOGIES,
INCORPORATED V. XXXX XXXXXX,
Counter-Claim of XXXX XXXXXX
V. LDM TECHNOLOGIES,
INCORPORATED. Contract
matter. Order with stipulation
dismissing the case with
prejudice and without costs on
11/5/99
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/90
LDM Technologies, Inc. X 97-04336 4/30/97 XXXX X. XXXX V. LDM
TECHNOLOGIES, INC. AND
ARROW, N.A., INC. Default
judgment granted against
LDM Technologies, Inc. and
Arrow, N.A., Inc. on 8/5/97
-30-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 3/14/01 X
Michigan
LDM Technologies, Inc. BankAmerica Business Xxxxxxxxxx County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself Michigan
Xxxxxx Xxxxx, XX 00000 and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxxxxxxx County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself Michigan
Xxxxxx Xxxxx, XX 00000 and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X Liber 2294 2/12/98 BLANKET (FIXTURE) - All of the
0000 Xxxxxxxxx Xxxxx Xxxxx Page 0064 Debtor's right, title and interest
Xxxxxx Xxxxx, XX 00000 in the personal property,
whether now owned or
existing or hereafter acquired
or arising and regardless of
where located described
below, including, without
limitation, all accounts, chattel
paper, contracts, deposit
accounts, documents,
equipment, fixtures, general
intangibles, goods,
instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below.
Exhibit B Legal Description
attached
LDM Technologies, Inc. X Liber 2613 7/6/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 0985 2294 Page 0064, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
for itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-31-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxxxxxxx County, 3/14/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and as Michigan
Xxxxxx Xxxxx, XX 00000 Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 3/14/01
Michigan
LDM Technologies, Inc. N/A Xxxxxxxxxx County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/15/01 X
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X Liber 2628 7/29/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 0151 2294 Page 0064, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
for itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
-32-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and as Michigan
Xxxxxx Xxxxx, XX 00000 Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and as Michigan
Xxxxxx Xxxxx, XX 00000 Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X Liber 18271 3/30/98 BLANKET (FIXTURE) - All of the
0000 Xxxxxxxxx Xxxxx Xxxxx Page 385 Debtor's right, title and interest
Xxxxxx Xxxxx, XX 00000 in the personal property,
whether now owned or
existing or hereafter acquired
or arising and regardless of
where located described
below, including, without
limitation, all accounts, chattel
paper, contracts, deposit
accounts, documents,
equipment, fixtures, general
intangibles, goods,
instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below.
Exhibit B Legal Description
attached
LDM Technologies, Inc. X Liber 20177 6/24/99 AMENDMENT to Liber 18271
0000 Xxxxxxxxx Xxxxx Xxxxx Page 003 Page 385, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association
for itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-33-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and as Michigan
Xxxxxx Xxxxx, XX 00000 Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxxxxxx
Xxxxxx Xxxxx. XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Oakland County, 3/15/01
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and as Michigan
Xxxxxx Xxxxx, XX 00000 Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Oakland County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X Liber 20393 8/11/99 AMENDMENT to original to
0000 Xxxxxxxxx Xxxxx Xxxxx Page 329 Liber 18271 Page 385,
Xxxxxx Xxxxx, XX 00000 changing Secured Party to
Bank of America National
Trust and Savings Association
for itself and as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. X Liber 22224 1/18/01 RELEASE of original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 859 18271 Page 385, releasing two
Xxxxxx Xxxxx. XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. X Liber 22224 1/18/01 RELEASE of original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 865 18271 Page 385, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X 1997 002094 CK 12/8/97 LDM TECHNOLOGIES INC X.
XXXX & XXXXXX KUNSTSTOFF
LDM Technologies, Inc. X 1997 551562 CZ 9/15/97 LDM TECHNOLOGIES INC V.
XXXX, XXXXXX. Dismissal
granted on 5/17/00
-34-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
LDM Technologies, Inc. NIA Oakland County, 3/16/01
Michigan
LDM Technologies, Inc. N/A Oakland County, 3/16/01
Michigan
LDM Technologies, Inc. BankAmerica Business Saint Clair County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Bar&America Business Saint Clair County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 1999 017992 CK 10/4/99 XXXXXXX XXXXXX V. LDM
TECHNOLOGIES INC
LDM Technologies, Inc. X 2000 026597 CK 10/9/00 XXXXXX X. XXXXXXXX V. LDM
TECHNOLOGIES INC
LDM Technologies, Inc. X 2000 027833 CK 12/4/00 MONETREX INC V. LDM
TECHNOLOGIES INC
LDM Technologies, Inc. Liber 1699 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx Page 547 right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
Exhibit B Legal Description
attached
LDM Technologies, Inc. Liber 1913 6/23/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 436 1699 Page 547, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-35-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Saint Clair County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Saint Clair County, 3/13/01
Michigan
LDM Technologies, Inc. N/A Saint Clair County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Saint Clair County, 3/15/01
Michigan
LDM Technologies, Inc. N/A Saint Clair County, 3/21/01 X
Michigan
LDM Technologies, Inc. N/A Sanilac County, 3/21/01
Michigan
LDM Technologies, Inc. N/A Sanilac County, 3/21/01
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. Liber 1940 9/1/99 AMENDMENT to original Liber
0000 Xxxxxxxxx Xxxxx Xxxxx Page 849 1699 Page 547, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
-36-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Sanilac County, 3/20/01
Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01 X
County, Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Technologies, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Industries Inc The Huntington National Secretary of State, 1/5/01 X
d/b/a LDM Technologies, Bank Ohio
Inc. 00 Xxxxx Xxxx Xxxxxx
d/b/a Arrow NA, Inc Xxxxxxxx, XX 00000
d/b/a Arrow Molded Plastics,
Inc
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past.
XXXXXX X. XXXXXXXX V. LDM
TECHNOLOGIES INC, formerly
proceeding in Sanilac County
as Case # 00-27329-CK,
changed venue by Order dated
to 9/21/00, becoming Case
#2000 026597 CK in Oakland
County, MI
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Industries Inc AN07082 9/30/96 BLANKET - All of Debtor's
d/b/a LDM Technologies, inventory...
Inc.
d/b/a Arrow NA, Inc
d/b/a Arrow Molded Plastics,
Inc
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
-37-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. AN34626 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
FEIN: 00-0000000 now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 07169704202 7/15/97 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, releasing one
Xxxxxx Xxxxx, XX 00000 injection molding machine
FEIN: 00-0000000 together with all component
parts
LDM Technologies, Inc. 07239725804 7/23/97 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, deleting original
Xxxxxx Xxxxx, XX 00000 Exhibit A in its entirety and
FEIN: 00-0000000 replacing it with attached
Exhibit A
-38-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 19991740443 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 19992070245 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc.. 20010380170 1/8/01 RELEASE of original AN34626,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machine with all
attachments and accessories
LDM Industries, Inc.. 20010610494 2/14/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34626, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-39-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies LMA Capital Group, LLC Secretary of State, 1/5/01 X
000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xx., Xxxxx 0000 Xxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Technologies LMA Capital Group, LLC Secretary of State, 1/5/01 X
000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xx., Xxxxx 0000 Xxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 1/5/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Secretary of State, 1/5/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies Diversified Material Secretary of State, 1/5/01 X
800 Independence Handling, Inc. Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies AN59385 4/25/97 One Lantech Stretch Wrapper
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
LDM Technologies 08069701807 8/5/97 ASSIGNMENT of original
000 Xxxxx Xxxxxxx Xxxxxx AN59385, assigning to
Xxxxxxxxxxx, XX 00000
The CIT Group/Equipment
Financing, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. AP0057190 6/1/98 One new deionization system
0000 Xxxxxxxxx Xxxxx Xxxx. w/tank and pump assemblies,
Xxxxxx Xxxxx, XX 00000 pretreatment assemblies and
quality enhancement
equipment including all
attachments, accessories,
appurtenances, accessions &
substitutions
LDM Technologies, Inc. 19982460129 8/28/98 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxx. AP0057190, changing
Xxxxxx Xxxxx, XX 00000 collateral to
One new deionization system
w/tank and pump assemblies,
pretreatment assemblies and
quality enhancement
equipment more particularly
described on Schedule A
attached hereto and made a
part hereof
LDM Technologies AP0140658 4/12/99 Toyota forklift truck, assigned
800 Independence to
Xxxxxxxx, XX 00000
Toyota Motor Credit
Corporation
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
-40-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 1/5/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Secretary of State, 1/5/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Secretary of State, 1/5/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
LDM Technologies, Inc Advance Acceptance Secretary of State, 1/5/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 1/5/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. AP0163818 7/26/99 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
acquired
LDM Technologies, Inc. AP0222271 2/24/00 Seven new Toyota Forklift
000 X 0xx Xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
LDM Technologies, Inc. AP0229144 3/30/00 Two new Toyota Forklift
000 X 0xx Xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
LDM Technologies, Inc AP0251266 6/26/00 One Powerboss sweeper
000 Xxxxx Xxxxxx Xxxxxx xxxxxxxx
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. AP280575 9/19/00 One Plastics Injection
2500 Executive Hills Drive Molding Machine and
Xxxxxx Xxxxx, XX 00000 Auxiliary Equipment
-41-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. Milacron Marketing Secretary of State, 1/5/01 x
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 1/5/01 x
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Secretary of State, 1/5/01 x
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Secretary of State, 1/5/01 x
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Air Technologies, a division Secretary of State, 1/5/01 x
000 X. 0xx Xxxxxx of Ohio Transmission Ohio
Xxxxxxxxx, XX 00000 Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 20010610492 2/14/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx AP280575, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and
any and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds
thereof by and
between Lessee and
Lessor whether now owned
or hereafter acquired
LDM Technologies, Inc. AP280576 9/19/00 One Plastics Injection
2500 Executive Hills Drive Molding Machine and
Xxxxxx Xxxxx, XX 00000 Auxiliary Equipment
LDM Technologies, Inc. AP280577 9/19/00 One Plastics Injection
2500 Executive Hills Drive Molding Machine and
Xxxxxx Xxxxx, XX 00000 Auxiliary Equipment
LDM Technologies, Inc. AP293701 10/16/00 One Nilfisk advance model
000 Xxxxx Xxxxxx Xxxxxx 0000XX rider
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. AP293500 11/17/00 One Atlas Copco Compressor,
000 X. 0xx Xxxxxx one Van air activated carbon
Xxxxxxxxx, XX 00000 vapor absorbing filter with
PD2 differential indicator kit,
and one Arrow heatless
regenerative compressed air
dryer
-42-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Secretary of State, 1/15/01 x
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Secretary of State, 1/5/01 x
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
L D M Technologies Inc. Diversified Material Secretary of State, 1/5/01 x
800 Industrial Drive Handling, Inc. Xxxx
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 x
800 Independence Handling, Inc. Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. AP308694 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
LDM Technologies, Inc. AP308699 1/8/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
L D M Technologies Inc. AP0106539 12/9/98 Toyota forklift truck, assigned
000 Xxxxxxxxxx Xxxxx xx
Xxxxxxxx, XX 00000
Toyota motor credit corp.
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
L D M Technologies, Inc. AP0111581 12/29/98 Two Toyotas with sideshifter,
800 Independence forks, backup alarm, rear
Xxxxxxxx, XX 00000 combination lights, mirrors,
strobe, assigned to
Toyota Motor Credit Corp.
XX Xxx 0000
Xxxxxxxx, XX 00000
-43-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 x
800 Industrial Drive Handling, Inc. Xxxx
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
L D M Technologies Inc Copelco Capital, Inc. Secretary of State, 1/5/01 x
110 N. 8th XX Xxx 000 Xxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
L D M Technologies Inc Copelco Capital, Inc. Secretary of State, 1/5/01 x
110 N. 8th XX Xxx 000 Xxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
L D M Technologies, Inc. Toyota Motor Credit Corp Secretary of State, 1/5/01 x
000 X. 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L D M Technologies, Inc. AP0111582 12/29/98 Two Toyotas with mast, forks,
000 Xxxxxxxxxx Xxxxx sideshifter, backup alarm, rear
Xxxxxxxx, XX 00000 combination lights, mirrors,
strobe, assigned to
Toyota Motor Credit Corp.
XX Xxx 0000
Xxxxxxxx, XX 00000
L D M Technologies Inc AP0205035 1/3/00 BLANKET EQUIPMENT - All
110 N. 8th Equipment now or hereafter
Xxxxxxxxx, XX 00000 leased by Lessor to Lessee,
and all accessions, additions,
replacements and substitutions
thereto and therefor and all
proceeds (including insurance
proceeds) thereof, as more
specifically identified in the
lease documentation on file at
the offices of the Lessor
L D M Technologies Inc AP0226896 3/29/00 BLANKET EQUIPMENT - All
110 N. 8th Equipment now or hereafter
Xxxxxxxxx, XX 00000 leased by Lessor to Lessee,
and all accessions, additions,
replacements and substitutions
thereto and therefor and all
proceeds (including insurance
proceeds) thereof, as more
specifically identified in the
lease documentation on file at
the offices of the Lessor
L D M Technologies, Inc. AP0244010 5/26/00 One new Toyota Forklift
000 X. 0xx Xx Xxxxx
Xxxxxxxxx, XX 00000
-44-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 x
000 Xxxxxxxxxxxx Xx. Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
L D M Technologies, Inc. Diversified Material Secretary of State, 1/5/01 x
800 Independence Handling, Inc. Ohio
Xxxxxxxx, XX 00000 0000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Southern District,
Ohio
(Columbus
Division)
LDM Technologies, Inc. N/A US District Court - 3/9/01
Northern District,
Ohio
(Toledo Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Ohio
(Columbus
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L D M Technologies, Inc. AP288314 9/25/00 One new Toyota with mast,
800 Independence Dr. sideshifter, back-up alarm,
Xxxxxxxx, XX 00000 rear combination lights, dual
fuel, non-marking solid tires,
side view mirrors and yellow
strobe, assigned to
Toyota Motor Credit Corp.
0000 X. 000xx Xx. Xxxxx 000
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
L D M Technologies, Inc. AP288352 9/25/00 Two new Toyota forklifts with
800 Independence sideshifters, back-up alarms,
Xxxxxxxx, XX 00000 rear combination lights, dual
fuel, non-marking solid
pneumatic tires, side view
mirrors and yellow strobe,
assigned to
Toyota Motor Credit
Corporation
0000 X. 000xx Xx.
Xxxxxxxx, XX 00000
LDM Technologies, Inc. N/A N/A No Pending Suits/Judgments
on file from 1/4/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. 99-CV-7471 8/5/99 XXXXXX XXXXXXX V. LDM
TECHNOLOGIES INC. Labor
matter. Order dismissing the
case with prejudice on 6/19/00
LDM Technologies, Inc. N/A N/A No Bankruptcy cases on file
from 1/1/91
-45-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A US Bankruptcy 3/9/01
Court - Northern
District, Ohio
(Toledo Division)
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. N/A N/A No Bankruptcy cases on file
from 1/2/85
LDM Technologies, Inc. 70427 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 199900003570 6/23/99 AMENDMENT to original
2500 Executive Hills Drive 70427, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-46-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900003924 8/5/99 AMENDMENT to original
2500 Executive Hills Drive 70427, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 200100006902 1/17/01 RELEASE of original 70427,
0000 Xxxxxxxxx Xxxxx Xxxxx releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machines with all
attachments and accessories
LDM Industries, Inc. 200100006904 1/17/01 PARTIAL RELEASE of original
2500 Executive Hills Drive 70427, releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machines and
including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-47-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself and Ohio
Xxxxxx Xxxxx, XX 00000 as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9800000245 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 199900003572 6/23/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
as Agent
23 0 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 199900003587 6/28/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
for itself and as Agent
000 X. XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
-48-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900003923 8/5/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 200100006903 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Industries, Inc. 200100006908 1/17/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000245, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-49-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., for itself Xxxx
Xxxxxx Xxxxx, XX 00000 and as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9800000320 2/13/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below. Exhibit B
Legal Description attached
LDM Technologies, Inc. 199900003941 8/13/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000320, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
for itself and as Agent
000 X. XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
-50-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Guernsey County, 3/14/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. M&I First National Leasing Guernsey County, 3/14/01 X
2500 Executive Hills Blvd. Corp. Ohio
Xxxxxx Xxxxx, XX 00000 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 200100006909 1/17/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000320, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Industries, Inc. 200100006910 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000320, releasing two
Auburn Hills, MI 432 16 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 9800001047 6/1/98 One new deionization system
0000 Xxxxxxxxx Xxxxx Xxxx. w/tank and pump assemblies,
Xxxxxx Xxxxx, XX 00000 pretreatment assemblies and
quality enhancement
equipment including all
attachments, accessories,
appurtenances, accessions &
substitutions
LDM Technologies, Inc. 9800001047 8/28/98 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxx. 9800001047, changing
Xxxxxx Xxxxx, XX 00000 collateral description to
One new deionization system
w/tank and pump assemblies,
pretreatment assemblies and
quality enhancement
equipment as more
particularly described on
Schedule A attached hereto
and made a part hereof
-51-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Guernsey County, 3/14/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Guernsey County, 3/14/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900003777 7/26/99 One Milacron Plastics
2500 Executive Hills Drive Injection Molding Machine
Xxxxxx Xxxxx, XX 00000 and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired. Exhibit B
Legal Description attached
LDM Technologies, Inc. 199900003778 7/26/99 One Milacron Plastics
2500 Executive Hills Drive Injection Molding Machine
Xxxxxx Xxxxx, XX 00000 and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired
LDM Technologies, Inc. 200000005186 2/23/00 Seven new Toyota forklift
000 X 0xx Xx xxxxxx
Xxxxxxxxx, XX 00000-0000
LDM Technologies, Inc. 200000005420 3/29/00 Two new Toyota forklift
000 X 0xx Xx xxxxxx
Xxxxxxxxx, XX 00000
-52-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies Inc Copelco Capital, Inc. Guernsey County, 3/14/01 X
000 X 0xx XX Xxx 000 Xxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
LDM Technologies, Inc. Toyota Motor Credit Corp Guernsey County, 3/14/01 X
000 X 0xx Xx XX Xxx 0000 Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Guernsey County, 3/14/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies Inc 200000005429 3/31/00 All Equipment now or
000 X 0xx hereafter leased by Lessor to
Xxxxxxxxx, XX 00000 Lessee, and all accessions,
additions, replacements and
substitutions thereto and
therefor and all proceeds
(including insurance proceeds)
thereof, as mores specifically
identified in the lease
documentation on file at the
offices of Lessor
LDM Technologies, Inc. 200000005742 5/25/00 Total of four new Toyota
000 X 0xx Xx forklift trucks
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. 200000005924 6/26/00 One Powerboss sweeper
000 Xxxxx Xxxxxx Xxxxxx xxxxxxxx
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. 200000006335 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 200100006906 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 200000006335, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
-53-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Milacron Marketing Guernsey County, 3/14/01 X
2500 Executive Hills Drive Company Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. Advance Acceptance Guernsey County, 3/14/01 X
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
LDM Technologies, Inc. Air Technologies, a division Guernsey County, 3/14/01 X
000 X. 0xx Xxxxxx of Ohio Transmission Ohio
Xxxxxxxxx, XX 00000 Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Debtor Fix Liens Suits File No File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200000006336 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 200100006886 1/16/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 200000006336, releasing one
Xxxxxx Xxxxx, XX 00000 injection molding machine
with all attachments and
accessories
LDM Technologies, Inc. 200000006337 9/19/00 One Milacron plastics
0000 Xxxxxxxxx Xxxxx Xxxxx injection molding machine
Xxxxxx Xxxxx, XX 00000 with auxiliary equipment
LDM Technologies, Inc. 200100006907 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 200000006337, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned 01
hereafter acquired
LDM Technologies, Inc. 200000006466 10/16/00 One Nilfisk Advance Model
000 Xxxxx Xxxxxx Xxxxxx 0000XX Rider
Xxxxxxxxx, XX 00000
LDM Technologies, Inc. 200000006620 11/20/00 One Atlas Copco Compressor,
000 X. 0xx Xxxxxx one Van air activated carbon
Xxxxxxxxx, XX 00000 vapor absorbing filter with
PD2 differential indicator kit,
and one Arrow heatless
regenerative compressed air
dryer
-54-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200100006853 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
LDM Technologies, Inc. 200100006854 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. 200100006899 1/17/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired
-55-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Guernsey County, 3/14/01
2500 Executive Hills Dr. Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200100006900 11/71/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. X 980000897 2/13/98 BLANKET - All of the Debtor's
2500 Executive Hills Dr. right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below. Legal
Description of property
attached
-56-
Debtor Secured Party Jurisdiction Search UCC
[as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx/Xxxx
16 Sentry Park/West; Xxxxx
000
Xxxx Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
[as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 200100006909 1/17/01 RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 980000897, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Industries, Inc. 200100006910 1/17/01 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 980000897, releasing two
Xxxxxx Xxxxx, XX 00000 injection molding machines
with all attachments and
accessories
LDM Technologies, Inc. 199900005362 7/26/99 One Milacron Plastics
2500 Executive Hills Drive Injection Molding Machine
Xxxxxx Xxxxx, XX 00000 and including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee/Debtor
and Lessor/Secured Party
whether now owned or
hereafter acquired. Legal
Description of property
attached
-57-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. General Electric Capital Guernsey County, 3/14/01 X
2500 Executive Hills Drive Corporation Ohio
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Technologies, Inc. N/A Guernsey County, 3/14/01
Ohio
Debtor Fix Liens Suits File No File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 200100000155 1/8/01 One injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machine and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. 200100000396 1/17/01 Two injection molding
0000 Xxxxxxxxx Xxxxx Xxxxx machines and including all
Xxxxxx Xxxxx, XX 00000 additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee and Lessor
whether now owned or
hereafter acquired. Legal
Description of property
attached
LDM Technologies, Inc. X N/A N/A No Federal/State Tax Liens on
file from 10 years past. No
EPA/ERISA Liens on file in
tax lien records from 10 years
past
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-58-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 97-8487 1/21/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 9900000485 6/24/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8487, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-59-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900000619 8/4/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8487, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 98-9602 2/6/98 BLANKET - All of the Debtor's right,
0000 Xxxxxxxxx Xxxxx Xxxxx title and interest in the
Xxxxxx Xxxxx. XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising and
regardless of where located
described below, including, without
limitation, all accounts, chattel
paper, contracts, deposit accounts,
documents, equipment, fixtures,
general intangibles, goods,
instruments, inventory, machinery,
motor vehicles, money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully described
below
-60-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies Diversified Material Xxxxx County, 3/13/01 X
800 Independence Handling, Inc. Xxxx
Xxxxxxxx, XX 00000 83 00 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Technologies, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Technologies, Inc. N/A Xxxxx County, 3/13/01
Ohio
Debtor Fix Liens Suits File No File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 900000487 6/24/99 AMENDMENT to original 98-
2500 Executive Hills Drive 9602, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 199900000603 7/30/99 AMENDMENT to original 98-
2500 Executive Hills Drive 9602, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies 9900000264 4/12/99 Toyota forklift truck, assigned
800 Independence to
Xxxxxxxx, XX 00000
Toyota Motor Credit
Corporation
XX Xxx 0000
Xxxxxxxx, XX
00000-0000
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-61-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9800000352 2/12/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash equivalent,
and proceeds and products of all
or any of the foregoing, as more
fully described below
Exhibit B Legal Description
attached
LDM Technologies, Inc. 0000000000 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000352, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-62-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900001814 8/6/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000352, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 9800000403 2/19/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-63-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9900001528 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000403, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 199900001813 8/6/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9800000403, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-64-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Auburn Hills, MI 432 16 231 X. XxXxxxx Street
FEIN 00-0000000 Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 9700000221 1/21/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 9700001893 7/15/97 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000221, releasing one
Xxxxxx Xxxxx, XX 00000 injection molding machine
FEIN 00-0000000 together with all component
parts
LDM Technologies, Inc. 9900001526 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000221, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-65-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies LMA Capital Group, LLC Pickaway County, 3/19/01 X
000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx, Xxx 0000 Xxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Technologies, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Technologies, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Technologies, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Technologies, Inc. General Electric Capital Secretary of State, 3/8/01 X
2500 Executive Hills Drive Corporation Pennsylvania
Xxxxxx Xxxxx, XX 00000 0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxx 00/ Xxxxx 000
Xxxx Xxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 199900001812 8/6/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000221, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies 9700001178 4/28/97 One Lantech Q-300 Stretch
000 Xxxxx Xxxxxxx Xxxxxx Wrapper re Lease Z04972550
Xxxxxxxxxxx, XX 00000
LDM Technologies, Inc. X N/A N/A No statements on file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 29790284 1/11/99 One two-cylinder PQM
0000 Xxxxxxxxx Xxxxx Xxxxx conversion and two power frnt
Xxxxxx Xxxxx, XX 00000 gates, and including all
additions, attachments,
accessories and accessions
thereto, and any and all
substitutions, replacements or
exchanges therefor, and all
insurance and/or other
proceeds thereof by and
between Lessee/Debtor and
Lessor/Secured Party whether
now owned or hereafter
acquired
-66-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Secretary of State, 3/18/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Association, as Agent Pennsylvania
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District,
Pennsylvania
(Philadelphia
Division)
Debtor Fix Liens Suits File No File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 30650434 8/24/99 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 11/4/70. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/13/89
-67-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bank of America National Xxxxxxxxxx 1/31/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Association., as Agent County,
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx, 00xx Xxxxxxxxxxxx
Xxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A Xxxxxxxxxx 3/12/01
County,
Pennsylvania
LDM Technologies, Inc. N/A Xxxxxxxxxx 2/26/01
County,
Pennsylvania
LDM Technologies, Inc. N/A Xxxxxxxxxx 2/26/01
County,
Pennsylvania
LDM Technologies, Inc. NMHG Financial Services, Secretary of State, 3/14/01 X
309 Xxxx Xxxx, Inc. Tennessee
Xxxxxxxx, XX 00000 00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 284039 8/20/99 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 300-001868 1/10/00 BLANKET EQUIPMENT - All of
000 Xxxx Xxxx, the equipment now or
Xxxxxxxx, XX 00000 hereafter leased by the Lessor
to Lessee; and all accessions,
additions, replacements and
substitutions thereto and
therefor and all proceeds,
including insurance proceeds,
thereof
-68-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 982-015343 2/19/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 993-034058 6/22/99 AMENDMENT to original 982-
2500 Executive Hills Drive 015343, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-69-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 992-034677 7/26/99 AMENDMENT to original 982-
2500 Executive Hills Drive 015343, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 992-058204 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 982-015343, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
-70-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. Bar&America Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 982-015344 2/19/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. 993-034057 6/22/99 AMENDMENT to original 982-
2500 Executive Hills Drive 015344, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-71-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Technologies, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
L.D.M. Technologies, Inc. NMHG Financial Services, Secretary of State, 3/14/01 X
2500 Executive Hills Drive Inc. Tennessee
Xxxxxx Xxxxx, XX 00000 00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. 992-034670 7/26/99 AMENDMENT to original 982-
2500 Executive Hills Drive 015344, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. 992-058202 12/28/99 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 982-015344, releasing all
Xxxxxx Xxxxx, XX 00000 equipment listed on Schedule
1.1 to the Asset Purchase
Agreement between LDM
Technologies, Inc., a Michigan
corporation, and DBM
Technologies, LLC, a
Michigan limited liability
company, dated December 8,
1999 as in effect on the date
thereof
LDM Technologies, Inc. 992-016269 4/7/99 Eight new Yale forklifts and
0000 Xxxxxxxxx Xxxxx Xxxxx all accessions, additions,
Xxxxxx Xxxxx, XX 00000 replacements and substitutions
thereto and therefor and all
proceeds, including insurance
proceeds, thereof
-72-
Search
Debtor Secured Party Jurisdiction through UCC
(as shown on statement) (as shown on statement) date
L.D.M. Technologies, Inc. Mercedes-Benz U.S. Secretary of State, 3/14/01 X
2500 Executive Hills Dr. International, Inc. Tennessee
Xxxxxx Xxxxx, XX 00000 0 Xxxxxxxx Xxxxx
Xxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/9/01
Middle District,
Tennessee
(Nashville
Division)
LDM Technologies, Inc. N/A US District Court - 0/0/00
Xxxxxx Xxxxxxxx,
Xxxxxxxxx
(Nashville
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L.D.M. Technologies, Inc. 993-027313 5/17/99 BLANKET EQUIPMENT - All
2500 Executive Hills Dr. Debtor's title and interest in
Xxxxxx Xxxxx, XX 00000 and to certain "MB Owned
Equipment" as defined in that
certain Supply Agreement
between Debtor and the
Secured Party and/or as
identified under that certain
Xxxx of Sale dated 2/27/97,
between the Debtor and
Secured Party and that certain
Purchase Agreement between
Debtor and Secured Party of
which such Xxxx of Sale is a
part which MB Owned
Equipment includes that set
forth in attached Schedule A
LDM Technologies, Inc. X 96-CV-1166 2/19/96 XXXXXXX XXXXX V. ARROW N.A.,
INC. AKA LDM TECHNOLOGIES
INC. Civil rights-employment
matter. Order granting
Plaintiff's motion for voluntary
nonsuit is granted, and action
dismissed without prejudice
on 11/18/97
LDM Technologies, Inc. X 00-CV-659 7/11/00 XXXXXXX XXXXXXX V. LDM
TECHNOLOGIES INC. Civil
rights-employment matter.
Concise statement of
undisputed material facts by
deft in support of motion for
summary judgment on 3/2/01
-73-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A US District Court - 3/9/01
Middle District,
Tennessee
(Nashville
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/5/01
Court - Middle
District, Tennessee
(Nashville
Division)
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01 X
Tennessee
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Technologies, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Technologies, Inc. X/X Xxxxxxxxxx 0/00/00 X
Xxxxxx, Xxxxxxxxx
LDM Technologies, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
LDM Technologies, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X 99-CV-128 7/6/99 LDM TECHNOLOGIES INC. AND
PAN-AMERICAN LIFE INSURANCE
COMPANY V. XXXXXXX X.
XXXXX Labor-employment
matter. Order granting motion
for default judgment against
Xxxxxxx X. Xxxxx,
terminating the case on
10/19/00
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/91
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on tile from 10 years past
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
-74-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
LDM Technologies, Inc. Bank of America National Secretary of State, 3/12/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Association, as Agent Texas
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Technologies, Inc. N/A US District Court - 3/12/01
Southern District,
Texas
(Brownsville
Division)
LDM Technologies, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Texas
(Houston Division)
LDM Technologies, Inc. N/A Cameron County, 3/6/01 X
Texas
LDM Technologies, Inc. N/A Cameron County, 3/6/01
Texas
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Technologies, Inc. 99-167450 8/19/99 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Technologies, Inc. X N/A N/A No Bankruptcy cases on file
from 5/31/91
LDM Technologies, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Technologies, Inc. X N/A N/A No UCC fixture statements on
file
-75-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Technologies, Inc. N/A Cameron County, 3/6/01
Texas
LDM Technologies, Inc. N/A Cameron County, 3/6/01
Texas
LDM HOLDING CANADA,
INC.
LDM Holding Canada, Inc. N/A Secretary of State, 12/31/00 X
Indiana
LDM Holding Canada, Inc. N/A US District Court - 3/9/01
Northern District,
Indiana
(Fort Xxxxx
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/13/01
Court - Northern
District, Indiana
(Fort Xxxxx
Division)
LDM Holding Canada, Inc. N/A Noble County, 3/14/01 X
Indiana
LDM Holding Canada, Inc. N/A Noble County, 3/14/01
Indiana
LDM Holding Canada, Inc. N/A Noble County, 3/5/01
Indiana
LDM Holding Canada, Inc. N/A Noble County, 3/5/01
Indiana
LDM Holding Canada, Inc. N/A Superior Court, 3/5/02
Noble County,
Indiana
LDM Holding Canada, Inc. N/A County Court, 3/5/01
Noble County,
Indiana
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Technologies, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Technologies, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/92. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. N/A N/A No Bankruptcy cases on file
from 1/4/88
LDM Holding Canada, Inc. N/A N/A No statements
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No Federal Tax Liens on file
from 1/1/91 through 3/5/01.
No State Tax Liens on file
from 1/1/91 through 12/29/00.
No EPA/ERISA liens on file
from 1/1/91 through 12/29/00
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-76-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Secretary of State, 3/9/01 X
Kentucky
LDM Holding Canada, Inc. N/A US District Court - 3/9/01
Western District,
Kentucky
(Owensboro
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/14/01
Court - Western
District, Kentucky
(Louisville
Division)
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01 X
Kentucky
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Holding Canada, Inc. N/A Daviess County, 3/14/01
Kentucky
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/86
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. 81717B 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 General Intangibles, whether
now owned or existing or
hereafter acquired or arising,
including, without limitation,
proceeds of the General
Intangibles
-77-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01
2500 Executive Hills Drive Credit, Inc., as Agent Michigan X
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. 04433C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81717B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. 05447C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81717B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to Bank of America National
Trust and Savings Association, as
Agent 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000 Xxxxxxx, XX 00000
-78-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. 93422B 4/9/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Holding Canada, Inc. 04434C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 93422B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to Bank of America National Trust
and Savings Association, as
Agent 000 Xxxxx XxXxxxx
Xxxxxx, Xxxxx 0000 Xxxxxxx,
XX 00000
-79-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Flint Division)
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Detroit Division)
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Michigan
(Xxx Arbor
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Flint Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/13/01
Court - Eastern
District, Michigan
(Detroit Division)
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01 X
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. 05450C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 93422B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on tile from 1/6/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/6/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/6/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/90
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/90
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
-80-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01 X
Michigan
LDM Holding Canada, Inc. N/A Xxxxxxxxxx County, 3/16/01 X
Michigan
LDM Holding Canada, Inc. XXX Xxxxxxxxxx County, 3/16/01 X
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/15/01 X
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/15/01 X
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/15/01 X
Michigan
LDM Holding Canada, Inc. N/A Oakland County, 3/16/01 X
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/13/01 X
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/13/01 X
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/13/01 X
Michigan
LDM Holding Canada, Inc. N/A Saint Clair County, 3/15/01 X
Michigan
LDM Holding Canada, Inc. N/A Sanilac County, 3/21/01 X
Michigan
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. N/A N/A No UCC fixture statements on
tile
LDM Holding Canada, Inc. N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
tiled in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. N/A N/A No UCC fixture statements on
tile
LDM Holding Canada, Inc. N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. N/A N/A No Pending Suits/Judgments
on tile from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. N/A N/A No State/Federal tax Liens on
tile and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. N/A N/A No Pending Suits/Judgments
on tile from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on tile. This
search includes any fixture
statements indexed in the UCC
records
-81-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Sanilac County, 3/21/01
Michigan
LDM Holding Canada, Inc. N/A Sanilac County, 3/21/01
Michigan
LDM Holding Canada, Inc. N/A Sanilac County, 3/20/01
Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01 X
County, Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Holding Canada, Inc. N/A Shiawassee 3/14/01
County, Michigan
LDM Holding Canada, Inc. N/A Secretary of State, 1/5/01 X
Ohio
LDM Holding Canada, Inc. N/A US District Court - 3/9/01 X
Northern District,
Ohio
(Toledo Division)
LDM Holding Canada, Inc. NIA US District Court - 3/12/01 X
Southern District,
Ohio
(Columbus
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/14/01 X
Court - Southern
District, Ohio
(Columbus
Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No statements on file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/89. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/4/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/1/91
-82-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A US Bankruptcy 3/9/01
Court - Northern
District, Ohio
(Toledo Division)
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01 X
Ohio
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Holding Canada, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Holding Canada, Inc. N/A Xxxxx County, 3/13/01 X
Ohio
LDM Holding Canada, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Holding Canada, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Holding Canada, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01 X
Ohio
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/85
LDM Holding Canada, Inc. N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No statements on file
-83-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Holding Canada, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Holding Canada, Inc. N/A Secretary of State, 3/8/01 X
Pennsylvania
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
LDM Holding Canada, Inc. N/A US District Court - 3/13/01
Eastern District,
Pennsylvania
(Philadelphia
Division)
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 2/28/01 X
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 3/12/01
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 2/26/01
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 2/26/01
County,
Pennsylvania
LDM Holding Canada, Inc. N/A Secretary of State, 3/14/01 X
Tennessee
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 11/4/70. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/3/89
LDM Holding Canada, Inc. N/A N/A No statements on file
LDM Holding Canada, Inc. X N/A NIA No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No UCC statements on file
-84-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A US District Court - 0/0/00
Xxxxxx Xxxxxxxx,
Xxxxxxxxx
(Nashville
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 0/0/00
Xxxxx - Xxxxxx
Xxxxxxxx, Xxxxxxxxx
(Nashville
Division)
LDM Holding Canada, Inc. N/A Xxxxxx County, 3/14/01 X
Tennessee
LDM Holding Canada, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Holding Canada, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Holding Canada, Inc. N/A Xxxxxx County, 3/14/01
Tennessee
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 3/14/01 X
County, Tennessee
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
LDM Holding Canada, Inc. N/A Xxxxxxxxxx 3/14/01
County, Tennessee
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/5/94. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 1/2/86
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-85-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holding Canada, Inc. N/A Secretary of State, 3/12/01 X
Texas
LDM Holding Canada, Inc. N/A US District Court - 3/12/01
Southern District,
Texas
(Brownsville
Division)
LDM Holding Canada, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Texas
(Houston Division)
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01 X
Texas
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01
Texas
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01
Texas
LDM Holding Canada, Inc. N/A Cameron County, 3/6/01
Texas
LDM HOLDINGS, L.L.C.
LDM Holdings, L.L.C. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holding Canada, Inc. N/A N/A No UCC statements on file.
No Federal Tax Liens on file
from 10 years past. This
search includes all liens in the
state's UCC records
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/2/91. This
search includes any Federal
Tax Liens indexed in this
court
LDM Holding Canada, Inc. X N/A N/A No Bankruptcy cases on file
from 5/31/91
LDM Holding Canada, Inc. N/A N/A No statements on file. This
search includes any fixture
statements indexed in the UCC
records
LDM Holding Canada, Inc. X N/A N/A No UCC fixture statements on
file
LDM Holding Canada, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Holding Canada, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
LDM HOLDINGS, L.L.C.
LDM Holdings, L.L.C. 81716B 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 General Intangibles, whether
now owned or existing or
hereafter acquired or arising,
including, without limitation,
proceeds of the General
Intangibles
-86-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holdings, L.L.C. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holdings, L.L.C. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holdings, L.L.C. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holdings, L.L.C. 90025B 10/28/97 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81716B, amending to include
Xxxxxx Xxxxx, XX 00000 Debtor's Tax ID Number 38-
3333584
LDM Holdings, L.L.C. 04430C 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81716B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Holdings, L.L.C. 05446C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81716B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-87-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Holdings, L.L.C BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Holdings, L.L.C. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM INDUSTRIES, INC.
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Holdings, L.L.C. 92009B 2/6/98 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Holdings, L.L.C. 06233C 8/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 92009B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM INDUSTRIES, INC.
-88-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
L D M Industries, Inc. AT&T Credt Corporation Secretary of State, 3/2/01 X
1250 Maplelawn 0 Xxxxxxxx Xxxxx Xxxxxxxx
Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
L D M Industries, Inc. AT&T Credt Corporation Secretary of State, 3/2/01 X
1250 Maplelawn 0 Xxxxxxxx Xxxxx Xxxxxxxx
Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
L D M Industries, Inc. 78657B 10/3/96 Definity extender leased under
1250 Maplelawn Lease No. M306948 and all
Xxxx, XX 00000 attachments, accessories,
additions, substitutions,
products, replacements and
rentals and a right to use
license for any software
related to any of the foregoing
and proceeds therefrom
(including insurance proceeds)
L D M Industries, Inc. 78658B 10/3/96 Definity G3I leased under
1250 Maplelawn Lease No. M306948 and all
Xxxx, XX 00000 attachments, accessories,
additions, substitutions,
products, replacements and
rentals and a right to use
license for any software
related to any of the foregoing
and proceeds therefrom
(including insurance proceeds)
LDM Industries, Inc. 81715B 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in
Xxxxxx Xxxxx, XX 00000 General Intangibles, whether
now owned or existing or
hereafter acquired or arising,
including, without limitation,
proceeds of the General
Intangibles
LDM Industries, Inc. 04551C 6/25/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81715B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-89-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/2/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Michigan
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
XXXX: 00-0000000 Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 05448C 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 81715B, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. AN34627 1/22/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 07239725805 7/23/97 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34627, deleting original
Xxxxxx Xxxxx, XX 00000 Exhibit A in its entirety and
FEIN: 00-0000000 replacing it with attached
Exhibit A
-90-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 1/5/01 X
2500 Executive Hills Drive Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries Inc The Huntington National Secretary of State, 1/5/01 X
d/b/a LDM Technologies, Bank Ohio
Inc. 00 Xxxxx Xxxx Xxxxxx
d/b/a Arrow NA, Inc Xxxxxxxx, XX 00000
d/b/a Arrow Molded Plastics,
Inc
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
LDM Industries, Inc. N/A US District Court- 3/12/01
Southern District,
Ohio
(Columbus
Division)
LDM Industries, Inc. N/A US District Court- 3/9/01
Northern District,
Ohio
(Toledo Division)
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 19991740457 6/22/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34627, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 19992070244 7/26/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx AN34627, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries Inc AN07082 9/30/96 BLANKET - All of Debtor's
d/b/a LDM Technologies, inventory...
Inc.
d/b/a Arrow NA, Inc
d/b/a Arrow Molded Plastics,
Inc
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/4/88. This
search includes any Federal
Tax Liens indexed in this
court
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 1/3/89. This
search includes any Federal
Tax Liens indexed in this
court
-91-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. N/A US Bankruptcy 3/14/01
Court - Southern
District, Ohio
(Columbus
Division)
LDM Industries, Inc. N/A US Bankruptcy 3/9/01
Court - Northern
District, Ohio
(Toledo Division)
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. X N/A N/A No Bankruptcy cases on tile
from 111191
LDM Industries, Inc. X N/A N/A No Bankruptcy cases on tile
from 1/2/85
LDM Industries, Inc. 70426 1/22/97 Blanket - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 199900003571 6/23/99 Amendment to original
2500 Executive Hills Drive 70426, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-92-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Guernsey County, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Industries, Inc. N/A Guernsey County, 3/14/01
Ohio
LDM Industries, Inc. N/A Guernsey County, 3/14/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 199900003922 8/5/99 AMENDMENT to original
2500 Executive Hills Drive 70426, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 200100006901 1/17/01 PARTIAL RELEASE of original
2500 Executive Hills Drive 70426, releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machines and
including all additions,
attachments, accessories and
accessions thereto, and any
and all substitutions,
replacements or exchanges
therefor, and all insurance
and/or other proceeds thereof
by and between Lessee and
Lessor whether now owned or
hereafter acquired
LDM Industries, Inc. 200100006905 1/17/01 Partial Release of original
2500 Executive Hills Drive 70426, releasing two injection
Xxxxxx Xxxxx, XX 00000 molding machines with all
attachments and accessories
LDM Industries, Inc. X N/A N/A No UCC fixture statements on
file
LDM Industries, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-93-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 97-8486 1/21/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 9900000486 6/24/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8486, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-94-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Xxxxx County, 3/13/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Ohio
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Industries, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Industries, Inc. N/A Xxxxx County, 3/13/01
Ohio
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 199900000602 7/30/99 AMENDMENT to original 97-
2500 Executive Hills Drive 8486, changing Secured Party
Xxxxxx Xxxxx, XX 00000 to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. X N/A N/A No UCC fixture statements on
file
LDM Industries, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on tile from 10 years past
LDM Industries, Inc. 9700000220 1/21/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
-95-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Pickaway County, 3/19/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Xxxx
Xxxxxx Xxxxx, XX 00000 000 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Industries, Inc. N/A Pickaway County, 3/19/01
Ohio
LDM Industries, Inc. N/A Pickaway County, 3/19/01
Ohio
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 9700001892 7/15/97 PARTIAL RELEASE of original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000220, releasing one
Xxxxxx Xxxxx, XX 00000 injection molding machine
together with all component
parts
LDM Industries, Inc. 9900001525 6/24/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000220, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. 199900001816 8/9/99 AMENDMENT to original
0000 Xxxxxxxxx Xxxxx Xxxxx 9700000220, changing
Xxxxxx Xxxxx, XX 00000 Secured Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
LDM Industries, Inc. X N/A N/A No statements on file
LDM Industries, Inc. X N/A N/A No State/Federal tax Liens on
file and no EPA/ERISA Liens
filed in the tax lien records
from 10 years past to present
LDM Industries, Inc. X N/A N/A No Pending Suits/Judgments
on file from 10 years past
-96-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
LDM Industries, Inc. 972-065227 8/20/97 BLANKET - All of the Debtor's
0000 Xxxxxxxxx Xxxxx Xxxxx right, title and interest in the
Xxxxxx Xxxxx, XX 00000 personal property, whether
now owned or existing or
hereafter acquired or arising
and regardless of where
located described below,
including, without limitation,
all accounts, chattel paper,
contracts, deposit accounts,
documents, equipment,
fixtures, general intangibles,
goods, instruments, inventory,
machinery, motor vehicles,
money, cash or cash
equivalent, and proceeds and
products of all or any of the
foregoing, as more fully
described below
LDM Industries, Inc. 993-034056 6/22/99 AMENDMENT to original 972-
2500 Executive Hills Drive 065227, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-97-
Debtor Secured Party Jurisdiction Search UCC
(as shown on statement) (as shown on statement) through
date
LDM Industries, Inc. BankAmerica Business Secretary of State, 3/14/01 X
0000 Xxxxxxxxx Xxxxx Xxxxx Credit, Inc., as Agent Tennessee
Xxxxxx Xxxxx, XX 00000 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Debtor Fix Liens Suits File No. File Date Search Results
(as shown on statement) & Comments/Collateral
Judg
LDM Industries, Inc. 992-034671 7/26/99 AMENDMENT to original 972-
2500 Executive Hills Drive 065227, changing Secured
Xxxxxx Xxxxx, XX 00000 Party to
Bank of America National
Trust and Savings Association,
as Agent
000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, XX 00000
-98-
EXHIBIT A
FORM OF AMENDED AND RESTATED TERM NOTE
$______ As of March 23, 0000
Xxxxxxx, Xxxxxxxx
FOR VALUE RECEIVED, the undersigned, LDM TECHNOLOGIES, INC., a
Michigan corporation ("Borrower"), hereby unconditionally promises to pay to the
order of _________________ ("Lender"), at the offices of Bank of America, N.A.,
as Agent for Lenders (the "Agent"), located at 000 X. XxXxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as Agent may from time to
time designate in writing, in lawful money of the United States of America and
in immediately available funds, the principal sum of ___________________________
($________), payable on the dates and in the amounts set forth in the Term Loan
and Security Agreement defined below.
This Amended and Restated Term Note is one of the Term Loan
Notes referred to in, was executed and delivered pursuant to, and evidences the
obligation of Borrower under, that certain Amended and Restated Term Loan and
Security Agreement, dated as of March 23, 2001, by and among the Borrower, the
Agent and the Persons (including the Lender) from time to time party thereto as
lenders (as the same may be amended, restated, modified or supplemented and in
effect from time to time, the "Term Loan and Security Agreement"), to which
reference is hereby made for a statement of the terms and conditions under which
the loan evidenced hereby is made and is to be repaid and for a statement of
Lender's remedies upon the occurrence of an Event of Default (as defined
therein). The Term Loan and Security Agreement is incorporated herein by
reference in its entirety. Capitalized terms used but not otherwise defined
herein are used in this Amended and Restated Term Note as defined in the Term
Loan and Security Agreement.
Borrower further promises to pay interest on the outstanding
unpaid principal amount hereof from the date hereof until payment in full hereof
at the rate from time to time applicable to the Term Loan as determined in
accordance with the Term Loan and Security Agreement; provided, that upon the
occurrence and during the continuance of an Event of Default, as provided in the
Term Loan and Security Agreement, Borrower shall pay to Lender interest on the
outstanding principal balance of this Amended and Restated Term Note at the rate
of interest applicable upon the occurrence and during the continuance of an
Event of Default as determined in accordance with the Term Loan and Security
Agreement.
Interest charges shall be computed as set forth in the Term
Loan and Security Agreement and shall be payable at the rates, at the times and
from the dates specified in the Term Loan and Security Agreement, on the date of
any prepayment hereof, at maturity, whether due by acceleration or otherwise,
and as otherwise provided in the Term Loan and Security Agreement. From and
after the date when the principal balance hereof becomes due and payable,
whether by acceleration or otherwise, interest hereon shall be payable on
demand.
This Amended and Restated Term Note is secured pursuant to the
Term Loan and Security Agreement and the Loan Documents referred to therein, and
reference is made thereto for a statement of the terms and conditions of such
security.
If a payment hereunder becomes due and payable hereunder other
than on a Business Day, the due date thereof shall be extended to the next
succeeding Business Day, and interest shall be payable thereon during such
extension at the applicable rate specified in the Term Loan and Security
Agreement. Credit for any payments made by Borrower shall, for the purpose of
computing interest earned by Lender, be given in accordance with the Term Loan
and Security Agreement. In no contingency or event whatsoever shall interest
charged hereunder, however such interest may be characterized or computed,
exceed the highest rate permissible under any law which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto. In the
event that such a court determines that Lender has received interest hereunder
in excess of the highest rate applicable hereto, such excess shall be applied in
accordance with the terms of the Term Loan and Security Agreement.
Lender shall have the continuing exclusive right to apply and
to reapply any and all payments hereunder against the Obligations in such
manner, consistent with the terms of the Term Loan and Security Agreement, as
Lender deems advisable.
Borrower hereby waives demand, presentment and protest and
notice of demand, presentment, protest and nonpayment. Borrower also waives all
rights to notice and hearing of any kind upon the occurrence and continuance of
an Event of Default prior to the exercise by Agent of its right to repossess the
Collateral without judicial process or to replevy, attach or levy upon the
Collateral without notice or hearing.
In addition to, and not in limitation of, the foregoing and
the provisions of the Term Loan and Security Agreement, the undersigned further
agrees, subject only to any limitation imposed by applicable law, to pay all
expenses, including Attorney Costs, incurred by the holder of this Amended and
Restated Term Note in endeavoring to collect any amounts payable hereunder which
are not paid when due, whether by acceleration or otherwise.
THIS AMENDED AND RESTATED TERM NOTE SHALL BE DEEMED TO HAVE
BEEN MADE AND DELIVERED IN THE STATE OF
ILLINOIS AND SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH LAWS OF SUCH STATE, EXCEPT THAT NO DOCTRINE OF
CHOICE OF LAW SHALL BE USED TO APPLY THE LAWS OF ANY OTHER STATE OR
JURISDICTION.
Whenever possible each provision of this Amended and Restated
Term Note shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amended and Restated Term Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amended and Restated Term Note. Whenever in this Amended and Restated Term Note
reference is made to Lender such reference shall be deemed to include, as
applicable, a reference to its respective permitted successors and assigns and,
in the case of Lender, any financial institutions to which it has sold or
assigned all or any part of its commitment to make the Term Loan as permitted
under the Term Loan and Security Agreement. The provisions of this Amended and
Restated Term Note shall be binding upon and shall inure to the benefit of such
permitted successors and assigns. Borrower's successors and assigns shall
include, without limitation, a receiver, trustee or debtor in possession of or
for Borrower.
-2-
This Amended and Restated Term Note and the other Term Loan
Notes issued and delivered on the date hereof to the Lenders are issued in
replacement of and substitution for, and not in payment of, the Term Loans under
the Prior Term Loan Agreement and the amount of such Term Loans shall be deemed
to continue as Term Loans under the Term Loan and Security Agreement on the
Closing Date, including, without limitation, all accrued and unpaid interest
thereon, and shall hereafter be evidenced by such Term Loan Notes necessary to
equal the amount of the Term Loans outstanding as of the Closing Date.
LDM TECHNOLOGIES, INC.
By: _________________________________
Name: _________________________________
Title: _________________________________
-3-
EXHIBIT B
FORM OF NOTICE OF BORROWING
Date: _________, 200_
To: Bank of America, N.A. as Agent for the Lenders pursuant to that certain
Amended and Restated Term Loan and Security Agreement, dated as of
March 23, 2001 (as extended, renewed, amended, restated or otherwise
modified from time to time, the "Term Loan and Security Agreement"),
among LDM Technologies, Inc., certain financial institutions signatory
thereto (the "Lenders") and Bank of America, N.A., as Agent
Ladies and Gentlemen:
The undersigned, LDM Technologies, Inc. (the "Borrower"), refers to the
Term Loan and Security Agreement and hereby gives you irrevocable notice of the
Borrowing specified below (defined terms not defined herein shall have the
meaning assigned thereto in the Term Loan and Security Agreement):
1. The Business Day of the proposed Borrowing is ____________,
20_.
2. The aggregate amount of the proposed Borrowing is $ __________
constituting Term Loans.
3. The Borrowing is to be comprised of $______ of Base Rate and
$______ of LIBOR Rate Loans.
4. The duration of the Interest Period for the LIBOR Rate Loans,
if any, included in the Borrowing shall be ______ months.
The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:
(a) The representations and warranties of the Borrower contained in the
Term Loan and Security Agreement are true and correct as though made on and as
of such date;
(b) No Default or Event of Default has occurred and is continuing, or
would result from such proposed Borrowing; and
(c) Attached hereto as Annex A is a certificate establishing that the
Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) after
giving effect to the Borrowing is greater than 2.25: 1.0 during the four full
fiscal quarters ending on or prior to the Funding Date.
-4-
LDM TECHNOLOGIES, INC.
By: ____________________________
Title: _________________________
-5-
EXHIBIT C
FORM OF NOTICE OF CONVERSION/CONTINUATION
Date: _________, ______
To: Bank of America, N.A., as Agent for the Lenders pursuant to that
certain Amended and Restated Term Loan and Security Agreement, dated as
of March 23, 2001 (as extended, renewed, amended, restated or otherwise
modified from time to time, the "Term Loan and Security Agreement"),
among LDM Technologies, Inc., certain financial institutions signatory
thereto (the "Lenders") and Bank of America, N.A., as Agent
Ladies and Gentlemen:
The undersigned, LDM Technologies, Inc. (the "Borrower"), refers to
the Term Loan and Security Agreement and hereby gives you irrevocable notice of
the [conversion] [continuation] of the Loans specified herein (defined terms not
defined herein shall have the meaning assigned thereto in the Term Loan and
Security Agreement):
1. The Conversion/Continuation Date is _______, _____.
2. The aggregate amount of the Loans to be [converted] [continued] is
$________.
3. The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base
Rate] Loans.
4. The duration of the Interest Period for the Loans included in the
[conversion] [continuation] shall be ___ months.
The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the proposed Conversion/Continuation
Date, before and after giving effect thereto and to the application of the
proceeds therefrom:
(a) The representations and warranties of the Borrower
contained in the Loan and Security Agreement are true and correct as though made
on and as of such date; and
(b) No Default or Event of Default has occurred and is
continuing, or would result from such proposed [conversion] [continuation].
LDM TECHNOLOGIES, INC.
By: ____________________________
Title: _________________________
-6-
EXHIBIT D
[INTENTIONALLY OMITTED]
-7-
EXHIBIT E
COMPLIANCE CERTIFICATE
Pursuant to Section 7.2 of the Amended and Restated Term Loan and Security
Agreement, dated as of March 23, 2001 (the "Term Loan and Security Agreement"),
enclosed are the following [audited/unaudited] Financial Statements of LDM
Technologies, Inc. (the "Borrower"), for the period ending ____________, ____.
[Note: Describe statements being delivered pursuant to Section 7.2 of Term Loan
and Security Agreement]. All Capitalized terms used herein shall have the
meaning ascribed thereto in the Term Loan and Security Agreement.
A. Consolidated and Consolidating Balance Sheet for
____________________.
B. Consolidated and Consolidating Statements of Income
and Expenses for:
a. _______ months ending ___________, _________, and
b. Month of ____________, _________.
C. Consolidated and Consolidating Statements of Retained
Earnings for:
________________.
D. Consolidated and Consolidating Statements of
Shareholders Equity for:
___________________.
E. Consolidated and Consolidating Statements of Cash
Flow for:
a. ____ months ending ______________, ______, and
b. Month of ______________, ______.
These statements are in reasonable detail and fairly present the financial
position and result of operations of the Borrower as of the date thereof and for
such periods, and prepared in accordance with GAAP applied consistently with the
audited Financial Statements required pursuant to Section 7.2 of the Term Loan
and Security Agreement. Subject to normal audits and other year end adjustments,
I hereby certify that these statements are accurate and correct. All changes to
the Financial Statements affected by changes in GAAP since _______________ (or
the application thereof by the Borrower) are reflected on the attached schedule
reconciling all line items affected by such changes in GAAP, with reasonable
explanation as to the affects of GAAP on each line item.
Further, pursuant to Section 7.2(d) of the Term Loan and Security Agreement, we
set forth the financial covenant calculations of certain sections of the Term
Loan and Security Agreement which are required to be reported as of ___________,
______.
Section 9.23 Capital Expenditures
Period - ____ months ended ________, ________ $____________
Maximum capital expenditures:
Fiscal year ended __________, _______ $_____________
Complaint-Yes/No
-8-
Section 9.25 Fixed Charge Coverage
[applicable for certificates as of each fiscal quarter
and each Fiscal Year end]
Period - the two months ended _________, __________
a) EBITDA ________________
b) Interest expense ________________
c) Cash dividends ________________
d) Capital Expenditures ________________
e) Scheduled installments of principal
paid or payable with respect to
Debt for borrowed money (other
than Revolving Loans) and
Capital Leases ________________
f) Calculated Fixed Charge Coverage Ratio ________________
Minimum per Loan and Security
Agreement : 1.00:1.0 ________________
Compliance - Yes/No
Section 9.26 Net Loss
Period - twelve months ended ________, ______
a) Net Loss ________________
Minimum per Loan and Security
Agreement: $0_________________
Complaint-Yes/No
-9-
I certify that all of the representations and warranties of the Borrower
contained in the Term Loan and Security Agreement and other Loan Documents are
correct and complete as of this date, and that the Borrower is, as of this date,
in compliance with all of its covenants and agreements in the Term Loan and
Security Agreements and other Loan Documents.
Additionally, no Default or Event of Default exists or existed during the period
covered by the attached financial statements except as set forth in detail on
the attached schedule, including what action the Borrower has taken or proposes
to take with respect thereto.
IN WITNESS WHEREOF, Borrower has caused this certificate to be executed and
delivered by duly authorized officer this the _____ day of ____________, ______.
________________________________
Name:
Title:
-10-
SCHEDULE OF DEFAULTS OR EVENTS OF DEFAULT
None
or
As Set Forth Below:
-11-
EXHIBIT F
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance") dated as of ___________, _______ is made between
___________________________ (the "Assignor") and __________________________ (the
"Assignee").
RECITALS
WHEREAS, the Assignor is party to that certain Amended and
Restated Term Loan and Security Agreement, dated as of March 23, 2001 (as
amended, amended and restated, modified, supplemented or renewed, the "Term Loan
and Security Agreement"), among LDM Technologies, Inc., a Michigan corporation
(the "Borrower"), the several financial institutions from time to time party
thereto (including the Assignor, the "Lenders"), and Bank of America, N.A., as
agent for the Lenders (the "Agent"). Any terms defined in the Term Loan and
Security Agreement and not defined in this Assignment and Acceptance are used
herein as defined in the Term Loan and Security Agreement;
WHEREAS, as provided under the Term Loan and Security
Agreement, the Assignor has made Term Loans to the Borrower; and
WHEREAS, the Assignor wishes to assign to the Assignee [part
of the] [all] rights and obligations of the Assignor under the Term Loan and
Security Agreement in respect of its Term Loans in an aggregate amount equal to
$____________ (the "Assigned Amount") on the terms and subject to the conditions
set forth herein and the Assignee wishes to accept assignment of such rights and
to assume such obligations from the Assignor on such terms and subject to such
conditions;
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as follows:
1. Assignment and Acceptance.
(a) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
the Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) __% (the "Assignee's Percentage
Share") of (A) the Term Loans of the Assignor and (B) all related rights,
benefits, obligations, liabilities and indemnities of the Assignor under and in
connection with the Term Loan and Security Agreement and the Loan Documents.
(b) With effect on and after the Effective Date (as defined in
Section 5 hereof), the Assignee shall be a party to the Term Loan and Security
Agreement and succeed to all of the rights and be obligated to perform all of
the obligations of a Lender under the Term Loan and Security Agreement,
including the requirements concerning confidentiality and the
-12-
payment of indemnification, with a Commitment in an amount equal to the Assigned
Amount. The Assignee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Term Loan and Security
Agreement are required to be performed by it as a Lender. It is the intent of
the parties hereto that the Commitment of the Assignor shall, as of the
Effective Date, be reduced by an amount equal to the Assigned Amount and the
Assignor shall relinquish its rights and be released from its obligations under
the Term Loan and Security Agreement to the extent such obligations have been
assumed by the Assignee; provided, however, the Assignor shall not relinquish
its rights under Sections 3 and 5 of the Term Loan and Security Agreement to the
extent such rights relate to the time prior to the Effective Date.
(c) After giving effect to the assignment and assumption set
forth herein, on the Effective Date the Assignee's Term Loan will be $_________.
(d) After giving effect to the assignment and assumption set
forth herein, on the Effective Date the Assignor's Term Loan will be $_________.
2. Payments.
(a) As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
Effective Date in immediately available funds an amount equal to $___________.
(b) The Assignee further agrees to pay to the Agent a
processing fee in the amount specified in Section 13.3(a) of the Term Loan and
Security Agreement.
3. Reallocation of Payments.
Any interest, fees and other payments accrued to the Effective Date
with respect to the Term Loans shall be for the account of the Assignor. Any
interest, fees and other payments accrued on and after the Effective Date with
respect to the Assigned Amount shall be for the account of the Assignee. Each of
the Assignor and the Assignee agrees that it will hold in trust for the other
party any interest, fees and other amounts which it may receive to which the
other party is entitled pursuant to the preceding sentence and pay to the other
party any such amounts which it may receive promptly upon receipt.
4. Independent Credit Decision.
The Assignee (a) acknowledges that it has received a copy of the Term
Loan and Security Agreement and the Schedules and Exhibits thereto, together
with copies of the most recent financial statements of the Borrower, and such
other documents and information as it has deemed appropriate to make its own
credit and legal analysis and decision to enter into this Assignment and
Acceptance; and (b) agrees that it will, independently and without reliance upon
the Assignor, the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit and legal decisions in taking or not taking action under the Term Loan
and Security Agreement.
5. Effective Date; Notices.
-13-
(a) As between the Assignor and the Assignee, the effective
date for this Assignment and Acceptance shall be ___________, _____ (the
"Effective Date"); provided that the following conditions precedent have been
satisfied on or before the Effective Date:
(i) this Assignment and Acceptance shall be executed
and delivered by the Assignor and the Assignee;
(ii) the consent of the Agent required for an
effective assignment of the Assigned Amount by the Assignor to
the Assignee shall have been duly obtained and shall be in
full force and effect as of the Effective Date;
(iii) the Assignee shall pay to the Assignor all
amounts due to the Assignor under this Assignment and
Acceptance;
(iv) the Assignee shall have complied with Section
13.3 of the Term Loan and Security Agreement; and
(v) the processing fee referred to in Section 2(b)
hereof and in Section 13.3(a) of the Term Loan and Security
Agreement shall have been paid to the Agent.
(b) Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Borrower and the Agent for
acknowledgment by the Agent, a Notice of Assignment in the form attached hereto
as Schedule 1.
[6. Agent. [INCLUDE ONLY IF ASSIGNOR IS AGENT]
(a) The Assignee hereby appoints and authorizes the Assignor
to take such action as agent on its behalf and to exercise such powers under the
Term Loan and Security Agreement as are delegated to the Agent by the Lenders
pursuant to the terms of the Term Loan and Security Agreement.
(b) The Assignee shall assume no duties or obligations held by
the Assignor in its capacity as Agent under the Term Loan and Security
Agreement.]
7. Withholding Tax.
The Assignee (a) represents and warrants to the Lenders, the Agent and
the Borrower that under applicable law and treaties no tax will be required to
be withheld by the Borrower or the Agent with respect to any payments to be made
to the Assignee hereunder, (b) agrees to furnish (if it is organized under the
laws of any jurisdiction other than the United States or any State thereof) to
the Agent and the Borrower prior to the time that the Agent or Borrower is
required to make any payment of principal, interest or fees hereunder, duplicate
executed originals of either U.S. Internal Revenue Service Form W-8BEN or U.S.
Internal Revenue Service Form W-8ECI (wherein the Assignee claims entitlement to
the benefits of a tax treaty that provides for a complete exemption from U.S.
federal income withholding tax on all payments hereunder) and agrees to provide
new Forms W-8BEN or W-8ECI upon the expiration of any previously delivered form
or comparable statements in accordance with applicable U.S. law and regulations
-14-
and amendments thereto, duly executed and completed by the Assignee, and (c)
agrees to comply with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.
8. Representations and Warranties.
(a) The Assignor represents and warrants that (i) it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any Lien or other adverse claim; (ii) it
is duly organized and existing and it has the full power and authority to take,
and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Term Loan and Security Agreement, no further action by, or notice to, or
filing with, any Person is required of it for such execution, delivery or
performance; and (iv) this Assignment and Acceptance has been duly executed and
delivered by it and constitutes the legal, valid and binding obligation of the
Assignor, enforceable against the Assignor in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or affecting
creditors' rights and to general equitable principles.
(b) The Assignor makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Term Loan and Security
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Term Loan and Security Agreement or any other
instrument or document furnished pursuant thereto. The Assignor makes no
representation or warranty in connection with, and assumes no responsibility
with respect to, the solvency, financial condition or statements of the
Borrower, or any Guarantor, or the performance or observance by the Borrower, or
any Guarantor of any of its respective obligations under the Term Loan and
Security Agreement, any Loan Document or any other instrument or document
furnished in connection therewith.
(c) The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already
given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance; and apart from any agreements or undertakings or
filings required by the Term Loan and Security Agreement, no further action by,
or notice to, or filing with, any Person is required of it for such execution,
delivery or performance; and (iii) this Assignment and Acceptance has been duly
executed and delivered by it and constitutes the legal, valid and binding
obligation of the Assignee, enforceable against the Assignee in accordance with
the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or
affecting creditors' rights and to general equitable principles.
-15-
9. Further Assurances.
The Assignor and the Assignee each hereby agree to execute and deliver
such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this
Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Borrower or the Agent, which may be required in
connection with the assignment and assumption contemplated hereby.
10. Miscellaneous.
(a) Any amendment or waiver of any provision of this
Assignment and Acceptance shall be in writing and signed by the parties hereto.
No failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other or further breach thereof
(b) All payments made hereunder shall be made without any
set-off or counterclaim.
(c) The Assignor and the Assignee shall each pay its own costs
and expenses incurred in connection with the negotiation, preparation, execution
and performance of this Assignment and Acceptance.
(d) This Assignment and Acceptance may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.
(e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS (AND NOT
THE CONFLICT OF LAWS PROVISIONS). The Assignor and the Assignee each irrevocably
submits to the non-exclusive jurisdiction of any State or Federal court sitting
in
Illinois over any suit, action or proceeding arising out of or relating to
this Assignment and Acceptance and irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such
Illinois State
or Federal court. Each party to this Assignment and Acceptance hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding.
(f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE TERM LOAN AND SECURITY
AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).
IN WITNESS WHEREOF, the Assignor and the Assignee have caused
this Assignment and Acceptance to be executed and delivered by their duly
authorized officers as of the date first above written.
-16-
[ASSIGNOR]
By:_____________________________
Title:__________________________
Address:
[ASSIGNEE]
By:_____________________________
Title:__________________________
Address:
-17-
SCHEDULE 1
NOTICE OF ASSIGNMENT AND ACCEPTANCE
___________________, 20__
Bank of America, N.A.,
as Agent
231 S. LaSalle Street
Chicago,
Illinois 60697
Attn: _______________________
Re: [Name and Address of Borrower]
Ladies and Gentlemen:
We refer to that certain Amended and Restated Term Loan and Security
Agreement, dated as of March 23, 2001 (as amended, amended and restated,
modified, supplemented or renewed from time to time the "Term Loan and Security
Agreement"), among LDM Technologies, Inc. (the "Borrower "), the Lenders
referred to therein and Bank of America, N.A., as agent for the Lenders (the
"Agent"). Terms defined in the Term Loan and Security Agreement are used herein
as therein defined.
1. We hereby give you notice of, and request your consent to, the
assignment by __________________ (the "Assignor") to _____________________ (the
"Assignee") of _______% of the right, title and interest of the Assignor in and
to the Term Loan and Security Agreement (including, without limitation, the
right, title and interest of the Assignor in and to the Commitments of the
Assignor and all outstanding Loans made by the Assignor pursuant to the
Assignment and Acceptance Agreement attached hereto (the "Assignment and
Acceptance"). We understand and agree that the Assignor's aggregate amount of
its outstanding Term Loan, as of ________, 20__, is $____________.
2. The Assignee agrees that, upon receiving the consent of the Agent
and, if applicable, the Borrower, to such assignment, the Assignee will be bound
by the terms of the Term Loan and Security Agreement as fully and to the same
extent as if the Assignee were the Lender originally holding such interest in
the Term Loan and Security Agreement.
3. The following administrative details apply to the Assignee:
(A) Notice Address:
-18-
Assignee name: _____________________________
Address: ___________________________________
___________________________________
___________________________________
Attention: _________________________________
Telephone: (___)__________________
Facsimile: (___)__________________
Telex (Answer back): __________________
(B) Payment Instructions:
Account No.: __________________________
At: __________________________
__________________________
__________________________
Reference: ____________________________
Attention: ____________________________
4. You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and the Assignee contained in the Assignment
and Acceptance.
[signature page follows]
-19-
IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above mentioned.
Very truly yours,
[NAME OF ASSIGNOR]
By:________________________________
Title:_____________________________
[NAME OF ASSIGNEE]
By:________________________________
Title:_____________________________
ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:
BANK OF AMERICA, N.A.,
as Agent
By:______________________________
Title:___________________________
-20-
