EXHIBIT 4.1
FORBEARANCE AGREEMENT
This Forbearance Agreement (this "Forbearance Agreement") is
entered into as of December 8, 2001 in connection with that certain Fourth
Amended and Restated Credit Agreement dated as of June 8, 2001, as amended by a
First Amendment thereto dated September 27, 2001 and as further amended by a
Second Amendment dated November 14, 2001 (as amended, the "Credit Agreement"),
among Oxford Automotive, Inc., a Michigan corporation (the "Company"), Oxford
Automotive Canada, Ltd. (the "Borrowing Subsidiary" and together with the
Company, the "Borrowers"), the Lenders (as defined below) party hereto, Citicorp
USA, Inc., as agent for the Lenders and the Issuers (in such capacity, the
"Administrative Agent") and as collateral agent for the Secured Parties (as
defined therein), Comerica Bank, in its capacity as syndication agent for the
Lenders and the Issuers and Credit Suisse First Boston, in its capacity as
documentation agent for the Lenders and the Issuers. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to such
terms in the Credit Agreement.
PRELIMINARY STATEMENTS
A. Pursuant to the Credit Agreement, the Lenders have made
certain loans and other extensions of credit available to the Borrowers and the
Borrowers have granted to the Collateral Agent, for the benefit of the Secured
Parties, liens on, and security interests in, substantially all of their assets
as security for the Obligations.
B. The outstanding principal amount of the Loans and Letter of
Credit Obligations owing to the Lenders as of December 7, 2001 is
$170,166,895.41.
C. The Company has failed (i) to comply with the covenants
contained in Section 6.1(a), 6.1(b) and 6.1(d) of the Credit Agreement
pertaining to the Leverage Ratio (the "Leverage Covenant"), the Interest
Coverage Ratio (the "Interest Coverage Covenant") and minimum EBITDA
requirements (the "Minimum EBITDA Covenant"), respectively, for the Fiscal
Quarter ended September 30, 2001, (ii) to comply with the covenant contained in
Section 3 of the Second Amendment that requires the Company to put in place a
deposit account control agreement with respect to each deposit account
maintained by the Company or any Subsidiary thereof and (iii) to comply with the
covenant set forth in Section 3(c) of the Second Amendment that requires that
the Company satisfy certain requirements set forth on Annex II thereto; each of
the foregoing constitutes an Event of Default under Article VII of the Credit
Agreement, in addition, in connection with the foregoing Events of Default, a
further Event of Default has occurred under Section 7.1(e) (Cross Default) in
connection with the default by the Company under the Mexican Facility Documents
caused by the foregoing Events of Default (such Events of Defaults are
collectively referred to herein as the "Existing Events of Default"). Each
Existing Event of Default has occurred and is continuing.
D. The Borrowers have requested that the Lenders agree and,
subject to the terms and conditions of this Forbearance Agreement, the Lenders
have agreed, to forbear from exercising the remedies provided for under the
Credit Agreement for the Forbearance Period, other than the Lenders' right to
issue the Blockage Notice (as defined below).
E. Exercising their intercreditor rights pursuant to the terms
of the Senior Subordinated Note Indenture, the Lenders have issued a notice (the
"Blockage Notice") to the Trustee of the Senior Subordinated Notes thereby
blocking the Company's payment of an interest
payment due to the holders of its Senior Subordinated Notes on December 15, 2001
(the "December Interest Payment").
F. As a consequence of the issuance of the Blockage Notice,
the Company will not make the December Interest Payment thereby causing an Event
of Default under (a) Section 7.1 (c) of the Credit Agreement which provides for
an Event of Default if the Company fails to comply with any negative covenant
set forth in Article VI, including, but not limited to, Section 6.14 (a) of the
Credit Agreement which prohibits the Company from breaching or permitting a
default to exist under any Leases, material contracts and other material
agreements, or take or fail to take any action thereunder, if to do so would
have a Material Adverse Effect and (b) Section 7.1(e) which provides for an
Event of Default if the Company or any of their Restricted Subsidiaries fail to
pay when due any Indebtedness aggregating in excess of $5,000,000 (such Events
of Defaults are collectively referred to herein as the "Anticipated Events of
Default".
G. As a result of the occurrence and continuation of the
Existing Events of Default and, following the occurrence thereof, the occurrence
and continuation of the Anticipated Events of Default, pursuant to the Credit
Agreement, the Lenders are entitled, among other things, to enforce their rights
and remedies against the Borrowers, the Guarantors and the Collateral,
including, without limitation, the right to terminate the Commitments,
accelerate and immediately demand payment in full of all Obligations and
foreclose on the Collateral.
NOW, THEREFORE, in consideration of the foregoing and the
agreements, promises and covenants set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. The following terms shall have the following
meanings:
"Anticipated Events of Default" shall have the meaning
specified in the Preliminary Statements.
"Existing Events of Default" shall have the meaning specified
in the Preliminary Statements.
"Forbearance Default" shall have the meaning set forth in
Section 4 hereof.
"Forbearance Period" shall mean the period commencing on the
date hereof and ending on the earliest to occur of (i) the date of the
termination of the Forbearance Period pursuant to Section 3 hereof, (ii) the
date on which all of the Obligations have been paid in full and the Credit
Agreement terminated, (iii) the Forbearance Termination Date, (iv) the effective
date of an amendment to the Credit Agreement in form and substance satisfactory
to the Requisite Lenders and (v) the termination of the Forbearance Agreement
dated on or about the date hereof and entered into by and between the Company,
the Mexican Trust, Bank of Montreal, as Funding Agent for the Mexican Lenders,
the Mexican Lenders and the Class I Certificateholders (as defined in the
Mexican Facility Documents).
"Forbearance Termination Date" shall mean 11:59 p.m. on
January 14, 2002.
"Permitted Intercompany Loan" shall mean (i) Investments in
Oxford Automotriz de Mexico S.A. de C.V. in an aggregate amount not to exceed
$1,000,000 and (ii) Investments in the Borrowing Subsidiary in an aggregate
amount not to exceed $2,500,000; provided, that (x) in each case such Investment
shall be made as an intercompany loan from the
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Company to the relevant Subsidiary and shall documented by an intercompany note
in form and substance satisfactory to the Administrative Agent, and (y) each
such intercompany note shall be pledged as security for the Obligations of the
Company and delivered to the Collateral Agent pursuant to the terms of the
Pledge and Security Agreement prior to the making of the intercompany loan by
the Company.
SECTION 2. ACKNOWLEDGMENT. The Borrowers hereby acknowledge that (a)
the aggregate outstanding principal amount of all Loans and Letter of Credit
Obligations is equal to $170,166,895.41 as December 7, 2001, (b) the Existing
Events of Default have occurred and are continuing under the terms of the Credit
Agreement, (c) the Loans shall now bear interest at the rate provided for in
Section 2.11(c) of the Credit Agreement, (d) no Loans shall be converted to, or
continued as, Eurocurrency Rate Loans and (e) absent the effectiveness of this
Forbearance Agreement and subject to Article VII of the Credit Agreement, the
Lenders would have no Commitments under the Credit Agreement and would have the
right to immediately enforce payment of all Obligations and, in connection
therewith, to immediately enforce their security interests in, and liens on, the
Collateral.
SECTION 3. FORBEARANCE.
(a) During the Forbearance Period, provided that no
Forbearance Default occurs, the Lenders will not exercise their rights under
Section 7.2 of the Credit Agreement or under any other Loan Document with
respect to the Existing Events of Default or the Anticipated Events of Default,
to terminate the Commitments, declare the Loans or other amounts and Obligations
to be due and payable or to exercise any remedies provided for by the Collateral
Documents; provided, however, that notwithstanding the foregoing, the Lenders
reserve their right to send a Blockage Notice to any Blocked Account Bank at any
time during the Forbearance Period or thereafter.
(b) Upon the occurrence of any Forbearance Default, the
Administrative Agent and the Lenders shall be entitled to terminate the
Forbearance Period and to exercise all of their rights and remedies under
Section 7.2 of the Credit Agreement or any other Loan Document, including, but
not limited to, their rights under Section 7.2 of the Credit Agreement or under
any other Loan Document with respect to the Existing Events of Default or the
Anticipated Events of Default to terminate the Commitments, declare the Loans or
other amounts and Obligations to be due and payable or to exercise any remedies
provided for by the Collateral Documents.
SECTION 4. FORBEARANCE DEFAULTS. The occurrence of any one of the
following events or conditions shall be deemed a "Forbearance Default":
(a) The Borrowers shall fail to observe or perform any term,
covenant, or agreement binding on it contained in this Forbearance Agreement, or
any agreement, instrument, or document executed in connection herewith;
(b) Any Loan Party shall make any Investment in any Foreign
Subsidiary or any Unrestricted Subsidiary other than a Permitted Intercompany
Loan;
(c) The Borrowers shall fail to deliver to the Administrative
Agent a Blocked Account Letter or Control Account Letter executed by the Company
and each financial institution with which a Loan Party maintains a deposit
account, a Securities Account or a Commodities Account, a Blocked Account Letter
(with respect to each deposit account) in each case substantially in the form of
Annex I to the Second Amendment (with such changes as may be
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agreed to by the Collateral Agent) or a Control Account Letter (with respect to
each Securities Account and Commodities Account), no later than December 14,
2001 or such later date as consented to by the Administrative Agent;
(d) The Company shall not have complied with those items
listed on Annex II to the Second Amendment prior to December 14, 2001, or such
later date as consented to by the Administrative Agent;
(e) The Lenders shall have determined that there has occurred
any condition or event which has or might have a (i) Material Adverse Effect or
(iii) material and adverse change, from and after the date hereof, in the value
of the Collateral;
(f) Any Loan Party or any other Person shall bring any action
in any judicial, administrative or other proceeding against any Lender or the
Administrative Agent (i) disputing the validity or enforceability of any Loan
Document or this Forbearance Agreement or any Loan Party's obligations
thereunder, or the validity, priority, enforceability or extent of the
Collateral Agent's liens and security interests in or against any item of
Collateral, (ii) disputing the existence or amount of the outstanding
Obligations as acknowledged in this Forbearance Agreement, or (iii) alleging or
otherwise asserting any of the claims released by the Borrowers pursuant to
Section 7 below;
(g) Any holder or holders of any Indebtedness of the Company
or any of its Subsidiaries in excess of $1,000,000, takes any action or gives
notice to any Loan Party, the Administrative Agent or any Lender that such
Person intends to take any action (including acceleration of such Indebtedness),
to pursue any remedy available with respect to the indebtedness owed to such
Person other than the litigation brought by Credit Lyonnais Chicago Branch
against the Company and the Administrative Agent currently pending in the United
States ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇;
(h) The Company or any Subsidiary pays to Oxford Investment
Group, Inc. any base management fee, any investment banking fee or any other
fee;
(i) The Company shall not have engaged a restructuring advisor
acceptable to the Administrative Agent, or shall not have delivered to the
Lenders a copy of the engagement letter providing for the Company's engagement
of such restructuring advisor, executed by the Company and such restructuring
advisor prior to December 14, 2001 or such later date as consented to by the
Administrative Agent; or
(j) The occurrence of any Event of Default under the Credit
Agreement (without giving effect to any of the grace period provided for in
Section 7.1 of the Credit Agreement) that is not an Existing Event of Default or
an Anticipated Event of Default.
The occurrence of any Forbearance Default shall constitute
an Event of Default under the Credit Agreement and the other Loan Documents.
SECTION 5. PROHIBITION ON REVOLVING CREDIT OUTSTANDINGS AND SWING
LOANS. From the Forbearance Effective Date until such time as there is no
Default or Event of Default continuing, no Lender, no Swing Loan Lender, no
Issuer and no Canadian Lender shall be obligated to make any Revolving Loan,
make any Swing Loan, issue any Letter of Credit or accept any Banker's
Acceptance, respectively, to any Borrower.
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SECTION 6. THIRD PARTY AGREEMENTS. Each Loan Party agrees that in the
event any Loan Party enters into an similar type of agreement with any creditor
of such Loan Party other than the Administrative Agent or the Lenders under the
Credit Agreement on terms that are more favorable to such third party creditor
than the terms provided for herein in favor of the Lenders, then, upon receipt
of notice from the Administrative Agent, and without any further action, this
Forbearance Agreement shall be amended to include such favorable terms, in form
and substance appropriate to the Facilities, except where such amendment shall
cause such Loan Party to be in violation of any Requirement of Law or where the
Requisite Lenders shall agree not to make such amendment to this Forbearance
Agreement.
SECTION 7. RELEASES. In further consideration of the Lenders' execution
of this Forbearance Amendment, each Loan Party hereby releases the
Administrative Agent, each Lender and each Issuer and their respective
affiliates, officers, employees, directors, agents and attorneys (collectively,
the "Releasees") from any and all claims, demands, liabilities,
responsibilities, disputes, causes of action (whether at law or equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent that such Loan Party
may have against Releasees which arise from or relate to the Obligations, any
Collateral, any Loan Document, any documents, agreements, dealings or other
matters in connection with any of the Loan Documents, and any third parties
liable in whole or in part for the Obligations, in each case to the extent
arising (x) on or prior to the date hereof or (y) out of, or relating to,
actions, dealings or matters occurring on or prior to the date hereof
(including, without limitation, any actions or inactions which Releasees may
have taken prior to the date hereof).
SECTION 8. REPRESENTATIONS AND WARRANTIES.
(a) Each Loan Parties expressly reaffirms that each of the
representations and warranties set forth in Article IV of the Credit Agreement
and in each other Loan Document made by such Loan Party, except with respect to
Existing Events of Default or Anticipated Events of Default, continues to be
accurate and complete, and hereby remakes and incorporates herein by reference
each such representation and warranty as though made on the date of the
execution of this Forbearance Agreement.
(b) Where the context permits, each representation and
warranty set forth in Article IV of the Credit Agreement shall be deemed to
apply to the transactions contemplated by this Forbearance Agreement.
(c) In addition, each Loan Party represents and warrants to
the Lenders and the Administrative Agent as follows:
(i) No Loan Party has assigned, conveyed or otherwise
transferred, either directly or indirectly, in whole or in part, any of
the claims purported to be released pursuant to Section 7 above.
(ii) Neither this Forbearance Agreement nor any other document
or statement furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender hereunder or in connection herewith
contained, contains or will contain any material misstatement of fact
or omitted, omits or will omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under
which they were, are or will be made, not misleading; provided that to
the extent any such document or statement was based upon or constitutes
a forecast or projection, the
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Company represents only that it acted in good faith and utilized
reasonable assumptions and due care in the preparation of such document
or statement.
(d) Each Loan Party's representations and warranties contained
in this Forbearance Agreement shall survive the execution, delivery and
acceptance of this Forbearance Agreement by the parties hereto.
SECTION 9. STATUS OF LOAN DOCUMENTS; NO NOVATION.
(a) Notwithstanding any other provision hereof, the execution,
delivery and effectiveness of this Forbearance Agreement shall not operate as a
waiver of any right, power or remedy of any Lender, any Issuer, the
Administrative Agent or the Collateral Agent under the Credit Agreement or any
of the Loan Documents, nor constitute a waiver of any provision of the Credit
Agreement or any of the Loan Documents including, but not limited to, with
respect to any Existing Event of Default or Anticipated Event of Default, other
than with respect to the Lenders' agreement to forbear as set forth in Section
3.
(b) Except as otherwise expressly provided in this Forbearance
Agreement, and both during and following the termination or expiration of the
Forbearance Period, the Credit Agreement, the other Loan Documents and each Loan
Party's Obligations thereunder shall remain in full force and effect, and shall
not be waived, modified, superseded or otherwise affected by this Forbearance
Agreement.
(c) This Forbearance Agreement is not a novation nor is it to
be construed as a release, waiver or modification of any of the terms,
conditions, representations, warranties, covenants, rights or remedies set forth
in the Credit Agreement, or any of the other Loan Documents, except as
specifically set forth herein. Except as expressly provided herein, the Lenders
reserve all rights, claims and remedies that they have or may have against the
Loan Parties.
SECTION 10. TERM OF AGREEMENT. This Forbearance Agreement shall become
effective as provided herein, and shall remain in effect for the duration of the
Forbearance Period.
SECTION 11. ACKNOWLEDGMENT OF VALIDITY AND ENFORCEABILITY OF LOAN
DOCUMENTS. Each Loan Party expressly acknowledges and agrees that the Credit
Agreement and the Loan Documents to which it is a party are valid and
enforceable by the Lenders against such Loan Party and each Loan Party expressly
reaffirms each of its Secured Obligations under the Credit Agreement and/or each
of the Loan Documents to which it is a party. Each Loan Party further expressly
acknowledges and agrees that the Administrative Agent has, for the benefit of
the Administrative Agent and the Lenders, a valid, duly perfected and fully
enforceable security interest in and lien against each item of Collateral. Each
Loan Party agrees that it shall not dispute the validity or enforceability of
the Credit Agreement or any of the Loan Documents or any of its Secured
Obligations thereunder, or the validity, priority, enforceability or extent of
the Administrative Agent's security interest in or lien against any item of
Collateral, in any judicial, administrative or other proceeding, either during
or following the termination or expiration of the Forbearance Period.
SECTION 12. CONDITIONS PRECEDENT. This Forbearance Agreement shall
become effective as of 12:00 AM on December 8, 2001 (the "Forbearance Effective
Date") on the date when the Administrative Agent shall have received all of the
following, all of which shall be in
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form and substance satisfactory to the Administrative Agent, in sufficient
executed copies for each of the Lenders:
(a) The Administrative Agent shall have received copies of
this Forbearance Agreement executed and delivered by the Lenders constituting
the Requisite Lenders, the Loan Parties and acknowledged and agreed to by the
Guarantors;
(b) The Administrative Agent shall have received from the
Borrowers a certificate of the chief executive officer of the Company to the
effect that (a) each of the representations and warranties contained in this
Forbearance Agreement are true and correct as of the Effective Date, (b) each of
the representations and warranties made by the Borrowers or any Subsidiary
Guarantor in or pursuant to the Credit Agreement and the other Loan Documents to
which the Borrowers or any of the Subsidiary Guarantors is a party or by which
the Borrowers, or any of the Subsidiary Guarantor is bound, is true and correct
in all material respects, other than with respect to any Existing Event of
Default or Anticipated Event of Default, on and as of the Forbearance Effective
Date (other than representations and warranties in any such Loan Document which
expressly speak as of a different date) and (c) no Forbearance Event of Default
shall have occurred and be continuing on the Forbearance Effective Date;
(c) The Borrowers shall have paid a fee to the Lenders in an
amount equal to 0.20% of the aggregate amount of the Facilities and other
amounts due and payable pursuant to the fee letter entered into with the
Administrative Agent dated as of the date hereof; and
(d) The Borrowers shall have paid to Ernst & Young Corporate
Finance LLC and to Weil, Gotshal & ▇▇▇▇▇▇, LLP, all amounts due and owing
thereto as of November 30, 2001, in addition, the Borrowers shall have paid a
deposit fee equal to $150,000 to each of Ernst & Young Corporate Finance LLC and
Weil, Gotshal & ▇▇▇▇▇▇, LLP which deposits shall be maintained at such levels
from and after the Forbearance Effective Date.
SECTION 13. COSTS AND EXPENSES. The Borrowers agree to pay on demand in
accordance with the terms of Section 9.3 of the Credit Agreement all costs and
expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Forbearance Agreement and all other
Loan Documents entered into in connection herewith, including the reasonable
fees, expenses and disbursements of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the
Administrative Agent and Ernst & Young Corporate Finance LLC, advisors to the
Administrative Agent.
SECTION 14. AMENDMENTS. No amendment or modification of any provision
of this Forbearance Agreement shall be effective without the written agreement
of the Requisite Lenders, the Administrative Agent and the Borrowers, and no
termination or waiver of any provision of this Forbearance Agreement, or consent
to any departure by the Borrowers therefrom, shall in any event be effective
without the written concurrence of the Lenders and the Administrative Agent. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given. No notice to or demand upon the
Borrowers in any case shall entitle the Borrowers to any other or further notice
or demand in similar or other circumstances.
SECTION 15. NO WAIVER. The Lenders' failure, at any time or times
hereafter, to require strict performance by the Borrowers of any provision or
term of this Forbearance Agreement shall not waive, affect or diminish any right
of the Lenders thereafter to demand strict
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compliance and performance therewith. Any suspension or waiver by the Lenders of
a Forbearance Default or of an Event of Default shall not, except as may be
expressly set forth herein, suspend, waive or affect any other Forbearance
Default or any Event of Default, whether the same is prior or subsequent thereto
and whether of the same or of a different kind or character. None of the
undertakings, agreements, warranties, covenants and representations of the
Borrowers contained in this Forbearance Agreement, the Credit Agreement or in
any of the other Loan Documents, and no Forbearance Default or Event of Default
shall be deemed to have been suspended or waived by the Lenders unless such
suspension or waiver is (a) in writing and signed by the Lenders, and (b)
delivered to the Borrowers.
SECTION 16. LIMITATION ON RELATIONSHIP BETWEEN PARTIES. The
relationship of the Lenders on the one hand, and the Borrowers, on the other
hand, has been and shall continue to be, at all times, that of creditor and
debtor. Nothing contained in this Forbearance Agreement, any instrument,
document or agreement delivered in connection therewith or in the Credit
Agreement or any of the other Loan Documents shall be deemed or construed to
create a fiduciary relationship between the parties.
SECTION 17. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; ETC.
(a) This Forbearance Agreement shall be interpreted, and the
rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.
(b) Except as provided below, the Administrative Agent, the
Lenders, and each Loan Party each agree that all disputes among or between them
arising out of, connected with, related to, or incidental to the relationship
established among or between them in connection with this Forbearance Agreement,
and whether arising in contract, tort, equity, or otherwise, shall be resolved
only by state or Federal courts located in New York County, New York, but the
Administrative Agent, the Lenders and each Loan Party each acknowledge that any
appeals from those courts may have to be heard by a court located outside of New
York County, New York. Each Loan Party waives in all disputes any objection that
it may have to the location of the court considering the dispute. Each Loan
Party agrees that the Administrative Agent and the Lenders shall have the right
to proceed against each Loan Party and its property in a court in any location
to enable the Administrative Agent and the Lenders to enforce a judgment or
other court order entered in favor of the Administrative Agent or any Lender.
Each Loan Party agrees that it will not assert any permissive counterclaims in
any proceeding brought by the Administrative Agent or any Lender to enforce a
judgment or other court order in favor of the Administrative Agent or any
Lender. Each Loan Party waives any objection that it may have to the location of
the court in which the Administrative Agent or any Lender has commenced a
proceeding described in this paragraph.
SECTION 18. WAIVER OF JURY TRIAL. EACH OF THE ADMINISTRATIVE AGENT, THE
SYNDICATION AGENT, THE DOCUMENTATION AGENT, THE LENDERS, THE ISSUERS AND THE
LOAN PARTIES IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 19. WAIVER OF BOND. The Loan Parties waive the posting of any
bond otherwise required of the Administrative Agent or any Lender in connection
with any judicial process or proceeding to enforce any judgment or other court
order entered in favor of the Administrative Agent or any Lender or to enforce
by specific performance, temporary restraining order, preliminary or permanent
injunction, or this Forbearance Agreement.
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SECTION 20. TITLES. The Section titles contained in this Forbearance
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
SECTION 21. EXECUTION IN COUNTERPARTS. This Forbearance Agreement may
be executed and delivered in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute one
and the same original agreement.
SECTION 22. NOTICES. All communications and notices to the
Administrative Agent hereunder shall be given as provided in the Credit
Agreement.
SECTION 23. SEVERABILITY. If any term or provision set forth in this
Forbearance Agreement shall be invalid or unenforceable, the remainder of this
Forbearance Agreement, or the application of such terms or provisions to persons
or circumstances, other than those to which it is held unenforceable, shall not
in any way be affected or impaired thereby.
SECTION 24. NO ASSIGNMENT. This Forbearance Agreement shall not be
assignable by the Borrowers without the written consent of the Lenders. The
Lenders may assign to one or more Persons all or any part of, or any
participation interest in, the Lenders' rights and benefits hereunder.
SECTION 25. SUCCESSORS. The terms of this Forbearance Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors or permitted assigns and no other Person shall have any
right, benefit or interest under or because of the existence of this Forbearance
Agreement.
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IN WITNESS WHEREOF, this Forbearance Agreement has been duly executed as of the
date first written above.
Borrowers:
Oxford Automotive, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and CFO
Oxford Automotive Canada Ltd.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and CFO
Subsidiary Guarantors:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation
▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation
Parallel Group International, Inc.
Laserweld International, L.L.C.
Concept Management Corporation
Creative Fabrication Corporation
Winchester Fabrication Corporation
OASP, Inc.
OASP II, Inc.
RPI Holdings, Inc.
RPI, Inc.
Prudenville Manufacturing Inc.
Oxford Suspension, Inc.
▇▇▇▇▇▇ Industries, Inc.
CE Technologies, Inc.
Tool And Engineering Company
976459 Ontario Limited
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and CFO
SIGNATURE PAGE TO FORBEARANCE AGREEMENT
Administrative Agent and Collateral Agent:
Citicorp USA, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Issuer:
Citibank, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Lenders:
Bank of Montreal
By:
----------------------------
Name:
Title:
The Bank of New York
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
The Bank of Nova Scotia
By:
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Name:
Title:
Bankers Trust Company
By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
SIGNATURE PAGE TO FORBEARANCE AGREEMENT
Deutsche Bank AG, Canada Branch
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Credit Product Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Citicorp USA, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Citibank Canada
By:
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Name:
Title:
Comerica Bank
By:
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Name:
Title:
Credit Suisse First Boston
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO FORBEARANCE AGREEMENT
Credit Suisse First Boston Canada
By:
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Name:
Title:
By:
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Name:
Title:
Fifth Third Bank, N.A.
(formerly, Fifth Third Bank, Northwestern
Ohio, N.A.)
By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
The ▇▇ ▇▇▇▇▇▇ Chase Bank
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
The ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, Toronto Branch
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
National Bank of Canada
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
SIGNATURE PAGE TO FORBEARANCE AGREEMENT