EX-99 3 k85952exv99.txt SECOND AMENDED JOINT PLAN OF REORGANIZATION EXHIBIT 99 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: ) ) Case No. 03-48939 VENTURE HOLDINGS COMPANY LLC, ) Chapter 11 et al., ) Debtors. ) Honorable Thomas Tucker -------------------------------------------------------------------------------- FOLEY & LARDNER LLP JUDY A. O'NEILL (P32142) LAURA J. EISELE (P42949) NICOLE Y. LAMB-HALE (P46202) JOHN A. SIMON (P61866) 150 WEST JEFFERSON AVENUE SUITE 1000 DETROIT, MICHIGAN 48226 (313) 963-6200 COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION SECOND AMENDED DISCLOSURE STATEMENT OF VENTURE HOLDINGS COMPANY LLC AND ITS DOMESTIC SUBSIDIARIES DATED MAY 25, 2004 THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., NEW YORK CITY TIME, ON JUNE 15, 2004 (THE "VOTING DEADLINE"), UNLESS EXTENDED BY VENTURE HOLDINGS COMPANY LLC ("VENTURE") IN ITS SOLE DISCRETION, OR THE OTHER DEBTORS IN THEIR SOLE DISCRETION. IN ORDER TO BE COUNTED, BALLOTS MUST BE RECEIVED BY SUCH TIME. DISCLAIMER NO PERSON (AS DEFINED IN THE PLAN) IS AUTHORIZED IN CONNECTION WITH THE PLAN, OR THE SOLICITATION OF BALLOTS WITH RESPECT TO THE PLAN, TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT, ITS EXHIBITS AND ANY OTHER COURT-APPROVED SOLICITATION MATERIALS. IF ANY SUCH REPRESENTATIONS OR INFORMATION ARE GIVEN OR MADE, THEY SHOULD NOT BE RELIED UPON. THE DELIVERY OF THIS SECOND AMENDED DISCLOSURE STATEMENT WILL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT ALL THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS SECOND AMENDED DISCLOSURE STATEMENT DESCRIBES VARIOUS TRANSACTIONS CONTEMPLATED UNDER THE PLAN BUT IS NOT A SUBSTITUTE FOR THE PLAN. THE TERMS OF THE PLAN SHALL GOVERN IN CASE OF ANY INCONSISTENCY BETWEEN THE PLAN AND THIS SECOND AMENDED DISCLOSURE STATEMENT. A COPY OF THE PLAN ACCOMPANIES THIS SECOND AMENDED DISCLOSURE STATEMENT. THE DEFINITIONS IN THE PLAN ARE INCORPORATED BY REFERENCE IN THIS SECOND AMENDED DISCLOSURE STATEMENT. CAPITALIZED TERMS USED IN THIS SECOND AMENDED DISCLOSURE STATEMENT, WITHOUT DEFINITION, HAVE THE RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PLAN. THE DEBTORS RESERVE THE RIGHT TO FILE AN AMENDED PLAN AND FURTHER AMENDED DISCLOSURE STATEMENT AT ANY TIME SUBJECT TO THE LIMITATIONS IN THE PLAN AND THE BANKRUPTCY CODE. YOU ARE URGED TO STUDY THE PLAN IN FULL AND TO CONSULT WITH YOUR LEGAL COUNSEL AND TAX ADVISORS ABOUT THE PLAN AND ITS IMPACT UPON YOUR LEGAL RIGHTS, INCLUDING POSSIBLE TAX CONSEQUENCES. PLEASE READ THIS SECOND AMENDED DISCLOSURE STATEMENT AND ITS EXHIBITS CAREFULLY AND CONSIDER FULLY THE "CERTAIN FACTORS TO BE CONSIDERED" SECTION HEREOF BEFORE VOTING FOR OR AGAINST THE PLAN. SEE SECTION X - "CERTAIN FACTORS TO BE CONSIDERED." THE PLAN AND THIS SECOND AMENDED DISCLOSURE STATEMENT ARE NOT REQUIRED TO BE PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE NON-BANKRUPTCY LAW. THIS SECOND AMENDED DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING "ADEQUATE INFORMATION;" HOWEVER, SUCH APPROVAL DOES NOT CONSTITUTE ENDORSEMENT BY THE BANKRUPTCY COURT OF THE PLAN OR DISCLOSURE STATEMENT AND NONE OF THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), THE STATE SECURITIES COMMISSIONS OR SIMILAR PUBLIC, GOVERNMENTAL OR REGULATORY AUTHORITIES HAS APPROVED THIS SECOND AMENDED DISCLOSURE STATEMENT, THE PLAN OR THE COMMON MEMBERSHIP INTERESTS AND PREFERRED MEMBERSHIP INTERESTS (THE "NEW VENTURE SECURITIES") OFFERED UNDER THE PLAN, OR HAS PASSED ON THE ACCURACY OR ADEQUACY OF THE STATEMENTS IN THIS SECOND AMENDED DISCLOSURE STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PERSONS TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OF THE DEBTORS SHOULD EVALUATE THE PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS PREPARED. NO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER FEDERAL OR STATE SECURITIES OR "BLUE SKY" LAWS HAS BEEN FILED WITH THE SEC OR ANY OTHER AGENCY BY THE DEBTORS WITH RESPECT TO NEW VENTURE SECURITIES THAT WILL BE ISSUED ON THE EFFECTIVE DATE OF THE PLAN AND THAT MAY BE DEEMED TO BE OFFERED BY VIRTUE OF THIS SOLICITATION. THE DEBTORS ARE RELYING ON THE EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 1145 OF THE BANKRUPTCY CODE TO EXEMPT FROM REGISTRATION UNDER THE SECURITIES LAWS ANY OFFER OF THE NEW VENTURE SECURITIES THAT MAY BE DEEMED TO BE MADE PURSUANT TO THE PLAN. EXCEPT WITH RESPECT TO THE PROJECTIONS REFERENCED IN THE SECTION "FINANCIAL PROJECTIONS AND ASSUMPTIONS USED" (THE "PROJECTIONS"), AND EXCEPT AS OTHERWISE SPECIFICALLY AND EXPRESSLY STATED HEREIN, THIS SECOND AMENDED DISCLOSURE STATEMENT DOES NOT REFLECT ANY EVENTS THAT MAY OCCUR SUBSEQUENT TO THE DATE HEREOF. SUCH EVENTS MAY HAVE A MATERIAL IMPACT ON THE INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT. THE DEBTORS DO NOT INTEND TO UPDATE THE PROJECTIONS. THE PROJECTIONS ARE QUALIFIED BY, AND ARE SUBJECT TO, THE ASSUMPTIONS SET FORTH HEREIN AND THE OTHER INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT. THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH PUBLISHED GUIDELINES OF THE SEC, THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OR ANY OTHER REGULATORY OR PROFESSIONAL AGENCY OR BODY, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAP") OR CONSISTENCY WITH THE AUDITED FINANCIAL STATEMENTS INCLUDED IN THIS SECOND AMENDED DISCLOSURE STATEMENT. IN ADDITION, NONE OF THE AUDITORS OR OTHER ADVISORS FOR THE DEBTORS HAS COMPILED OR EXAMINED THE PROJECTIONS AND, ACCORDINGLY, NONE OF SUCH PARTIES EXPRESSES ANY OPINION OR PROVIDES ANY OTHER FORM OF ASSURANCE WITH RESPECT TO, OR ASSUMES ANY RESPONSIBILITY FOR, AND EACH SUCH PARTY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR, THE PROJECTIONS. THE PROJECTIONS SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE PLAN AND THIS SECOND AMENDED DISCLOSURE STATEMENT INCLUDING UNDER SECTION IV - "OPERATIONS OF THE DEBTORS," SECTION VI - "CAUSES OF ACTION," AND SECTION X - "CERTAIN FACTORS TO BE CONSIDERED." THIS SECOND AMENDED DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR OF LIABILITY BY ANY PARTY WITH REGARD TO ANY CLAIM OR LITIGATION. NO STATEMENT OF FACT SHALL BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR IN ANY PROCEEDING WITH RESPECT TO ANY LEGAL EFFECT OF THE REORGANIZATION OF THE DEBTORS OR THE TRANSACTIONS CONTEMPLATED BY THE PLAN AND THIS SECOND AMENDED DISCLOSURE STATEMENT. CERTAIN OF THE INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT, BY ITS NATURE, IS IN THE MANNER OF PROJECTIONS, WHICH MAY PROVE TO BE DIFFERENT FROM ACTUAL RESULTS AND MAY BE SUBJECT TO CHANGE FROM TIME TO TIME. THE INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT HAS BEEN SUBMITTED BY MANAGEMENT OF THE DEBTORS, EXCEPT WHERE OTHER SOURCES ARE IDENTIFIED. MANAGEMENT OF THE DEBTORS AUTHORIZES NO REPRESENTATIONS CONCERNING THE DEBTORS OR THE PLAN OTHER THAN THOSE IN THIS SECOND AMENDED DISCLOSURE STATEMENT AND ACCOMPANYING DOCUMENTS. YOU SHOULD NOT RELY ON ANY REPRESENTATIONS OR INDUCEMENTS MADE BY ANY PARTY TO SECURE YOUR VOTE OTHER THAN THOSE CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT. NO ONE IS AUTHORIZED TO MAKE ANY REPRESENTATIONS ON BEHALF OF MANAGEMENT OF THE DEBTORS. MANAGEMENT OF THE DEBTORS HAS TAKEN GREAT EFFORT TO BE ACCURATE IN THIS SECOND AMENDED DISCLOSURE STATEMENT IN ALL MATERIAL RESPECTS, AND IT BELIEVES THAT THE CONTENTS OF THIS SECOND AMENDED DISCLOSURE STATEMENT ARE COMPLETE AND ACCURATE. HOWEVER, THE MANAGEMENT OF THE DEBTORS CANNOT AND DOES NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN IS WITHOUT INACCURACY. IN PARTICULAR, EVENTS AND FORCES BEYOND THE CONTROL OF THE DEBTORS MAY ALTER THE ASSUMPTIONS TO WHICH THE FEASIBILITY OF THE PLAN ARE SUBJECT. THIS SECOND AMENDED DISCLOSURE STATEMENT MAY CONTAIN STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE FORWARD- LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD LOOKING STATEMENTS INCLUDE THOSE REGARDING CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE CONTRIBUTION AGREEMENT (AS DEFINED HEREIN) AND THE PLAN. ALTHOUGH THE DEBTORS BELIEVE THAT SUCH FORWARD LOOKING STATEMENTS ARE REASONABLE, NO ASSURANCE CAN BE GIVEN THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE DEBTORS TO BE DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE STATEMENTS. TABLE OF CONTENTS I. INTRODUCTION................................................................................... 1 A. GENERAL.................................................................................. 1 B. SUMMARY OF DEBTOR'S CORPORATE STRUCTURE.................................................. 1 C. THE CONTRIBUTION AGREEMENT............................................................... 2 D. THE CREDITORS' WARRANT................................................................... 3 E. THE ORIGINAL PLAN........................................................................ 4 F. THE FORECLOSURE STRATEGY................................................................. 4 G. SETTLEMENT BETWEEN THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE................... 5 H. RECOGNITION AND SETTLEMENT OF SUBORDINATION PROVISIONS OF OLD NOTES...................... 6 I. SECOND AMENDED JOINT PLAN OF REORGANIZATION.............................................. 6 J. CREDITORS' TRUST/LITIGATION.............................................................. 12 K. OTHER PLAN PROVISIONS.................................................................... 13 II. PLAN VOTING PROCEDURES; ACCEPTANCE; CONFIRMATION............................................... 13 A. VOTING PROCEDURES........................................................................ 13 B. SPECIFIC INSTRUCTIONS FOR HOLDERS OF IMPAIRED CLAIMS OTHER THAN OLD NOTES CLAIMS......... 14 C. SPECIFIC INSTRUCTIONS FOR HOLDERS OF OLD NOTES CLAIMS.................................... 15 D. INQUIRIES................................................................................ 17 E. ACCEPTANCE............................................................................... 17 F. CONDITIONS TO CONFIRMATION OF THE PLAN AND EFFECTIVENESS OF THE PLAN..................... 18 G. MODIFICATION OF THE PLAN................................................................. 20 H. EFFECT OF CONFIRMATION................................................................... 20 I. REVOCATION OF THE PLAN................................................................... 21 III. BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF BANKRUPTCY PROCEEDINGS... 21 A. GERMAN INSOLVENCY........................................................................ 21 B. BOND DEFAULT............................................................................. 24 C. EXISTING BANK FACILITY................................................................... 24 D. FRENCH INSOLVENCY........................................................................ 25
i IV. OPERATIONS OF THE DEBTORS...................................................................... 25 A. CORPORATE STRUCTURE...................................................................... 25 B. VENTURE'S BUSINESS OPERATIONS............................................................ 26 C. INDUSTRY GROUP........................................................................... 27 D. PROPERTIES............................................................................... 27 E. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEBTORS.......................................... 28 F. THE PRINCIPALS OF THE DEBTORS............................................................ 29 V. THE DEBTORS' DEBT OBLIGATIONS.................................................................. 41 A. EXISTING BANK FACILITY................................................................... 41 B. OLD SENIOR NOTES, OLD SENIOR SUBORDINATED NOTES AND OLD NOTE INDENTURES.................. 42 VI. CAUSES OF ACTION............................................................................... 43 A. PREFERENCE CLAIMS........................................................................ 43 B. CLAIMS V. WINGET AND THE WINGET AFFILIATES............................................... 44 C. LITIGATION............................................................................... 72 VII. SIGNIFICANT POST-PETITION ACTIONS.............................................................. 75 A. RETENTION OF PROFESSIONALS............................................................... 75 B. CASE ADMINISTRATION...................................................................... 76 C. DEBTOR IN POSSESSION FINANCING........................................................... 77 D. AGREEMENTS WITH CERTAIN CUSTOMERS........................................................ 80 E. CONTRIBUTION AGREEMENT AND THE FORMATION OF VENTURE DELAWARE............................. 83 F. CONTESTED MATTERS........................................................................ 85 G. HYUNDAI OPTION........................................................................... 92 H. REPORT OF THE DEBTORS' FORENSIC ACCOUNTANTS.............................................. 93 I. DISCLOSURE OF THE FINDINGS OF DEBTORS' FORENSIC ACCOUNTANTS.............................. 94 J. THE PROPOSED FAURECIA JOINT VENTURE...................................................... 94 K. YUCAIPA OFFER............................................................................ 96 L. CONTEMPLATED PROPERTY SALES.............................................................. 96 M. SETTLEMENT............................................................................... 97 N. BANKRUPTCY OF MULTIPARTY GUARANTORS...................................................... 100 VIII. SUMMARY OF THE PLAN............................................................................ 101
ii A. ADMINISTRATIVE CLAIMS.................................................................... 102 B. TAX CLAIMS............................................................................... 102 C. DIP FACILITY CLAIMS...................................................................... 103 D. U.S. TRUSTEE FEES........................................................................ 103 E. CLASS 1 - PRIORITY CLAIMS................................................................ 103 F. CLASS 2 - BANK PRE-PETITION PRIORITY CLAIMS.............................................. 103 G. CLASS 3 - BANK CLAIMS.................................................................... 104 H. CLASS 4 - OTHER SECURED CLAIMS........................................................... 105 I. CLASS 5 - GENERAL UNSECURED CLAIMS....................................................... 106 J. CLASS 6 - VENDOR SUPPORT CLAIMS.......................................................... 112 K. CLASS 7 - UNSECURED CONVENIENCE CLAIMS................................................... 113 L. CLASS 8 - EQUITY INTERESTS............................................................... 113 M. INTERCOMPANY CLAIMS...................................................................... 114 IX. IMPLEMENTATION OF THE PLAN..................................................................... 114 A. MEANS FOR EXECUTION OF THE PLAN.......................................................... 114 B. CONFIRMATION............................................................................. 120 C. EFFECTS OF PLAN CONFIRMATION............................................................. 120 D. EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................................. 124 E. DISTRIBUTIONS............................................................................ 126 F. WORKERS' COMPENSATION OBLIGATIONS........................................................ 129 G. PENSION OBLIGATIONS...................................................................... 129 H. MODIFICATION OF CERTAIN PROVISIONS OF COLLECTIVE BARGAINING AGREEMENTS................... 130 X. CERTAIN FACTORS TO BE CONSIDERED............................................................... 131 A. DISRUPTION OF OPERATIONS RELATING TO BANKRUPTCY FILING................................... 131 B. CERTAIN RISKS OF NON-CONFIRMATION........................................................ 131 C. PEGUFORM TRANSACTION MAY RESULT IN MINIMAL CASH PROCEEDS................................. 132 D. PARTIES IN INTEREST MAY OBJECT TO THE DEBTORS' CLASSIFICATION OF CLAIMS.................. 133 E. LACK OF LIQUIDITY NECESSARY TO OPERATE THE DEBTORS' BUSINESSES PENDING CONFIRMATION OF THE PLAN................................................................. 133
iii F. INHERENT UNCERTAINTY OF THE REORGANIZED DEBTORS' FINANCIAL PROJECTIONS................... 133 G. LACK OF TRADING MARKET................................................................... 133 H. LEVERAGE AND DEBT SERVICE................................................................ 134 I. UNITED STATES FEDERAL INCOME TAX RAMIFICATIONS IF THE PLAN IS CONFIRMED.................. 134 J. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS....................................... 146 K. PERFORMANCE OF THE CONTRIBUTION AGREEMENT................................................ 148 XI. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST............................... 148 A. FEASIBILITY OF THE PLAN.................................................................. 148 B. BEST INTERESTS TEST...................................................................... 150 C. CHAPTER 7 LIQUIDATION ANALYSIS........................................................... 151 XII. SOLICITATION OF THE PLAN....................................................................... 153 A. PARTIES IN INTEREST ENTITLED TO VOTE..................................................... 153 B. CLASSES IMPAIRED UNDER THE PLAN.......................................................... 154 C. WAIVERS OF DEFECTS, IRREGULARITIES, ETC.................................................. 154 D. WITHDRAWAL OF BALLOTS; REVOCATION........................................................ 155 E. FURTHER INFORMATION; ADDITIONAL COPIES................................................... 155 XIII. CONCLUSION..................................................................................... 156
iv
List of Exhibits ---------------- Exhibit A - Second Amended Joint Plan of Reorganization Exhibit B - Current Organizational Chart of Debtors and Foreign Affiliates Exhibit C - Properties Exhibit D - Related Party Balances Exhibit E - First Day Motions Exhibit F - Liquidation Analysis Exhibit G - Projected Financial Statements Exhibit H - Selected Historical and Projected Pro Forma Financial Information for Reorganized Venture Exhibit I - Summary of Liens of Pre-Petition Lenders on Winget Assets Exhibit J - Settlement Term Sheet Exhibit K - Summary of Terms of Bank Priority Senior Notes, Bank Senior Notes, Excess Interest Notes, Success Fee Notes, Bank Junior Notes and Preferred Membership Interests Exhibit L - Chart Describing Modifications to the Debtors' Joint Plan of Reorganization
v I. INTRODUCTION A. GENERAL The purpose of this Second Amended Disclosure Statement (the "Disclosure Statement"), which amends and restates the Debtors' original Disclosure Statement dated October 15, 2003, is to provide Holders of all Claims and Interests in the Debtors with adequate information, within the meaning of Section 1125(a) and 1126 of the Bankruptcy Code (as defined below), of a kind, and in sufficient detail, to make an informed judgment about the Second Amended Joint Plan of Reorganization submitted to the Bankruptcy Court on May 25, 2004 (the "Plan") by Venture Holdings Company LLC, a Michigan limited liability company ("Venture"), and its domestic subsidiaries, Vemco, Inc., Venture Industries Corporation, Venture Mold & Engineering Corporation, Venture Leasing Company, Vemco Leasing, Inc., Venture Holdings Corporation, Venture Service Company, Experience Management LLC, Venture Europe, Inc., and Venture EU Corporation (collectively, the "Domestic Subsidiaries") (Venture and the Domestic Subsidiaries are each individually referred to as a "Debtor" and collectively, as the "Debtors"). A copy of the Plan is attached hereto as Exhibit A. The Plan is a joint plan for each of the Debtors. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Plan. The Debtors are debtors and debtors-in-possession in jointly administered cases (collectively, the "Case") under Chapter 11 of the Bankruptcy Reform Act of 1978, Title 11, United States Code, as amended (the "Bankruptcy Code"). The Debtors are reorganizing and continuing to conduct their business as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code and are soliciting votes to accept or reject the Plan. The Debtors believe that acceptance of the Plan is in the best interests of any Person who holds a Claim against or Interest in the Debtors (the "Creditors"). With the exception of (a) Venture subsidiaries that are subject to German Insolvency Proceedings, and (b) the Venture subsidiary in France which is operating pursuant to a continuation plan under French law, (c) the Venture subsidiary in the United Kingdom, Peguform UK Limited, which is expecting to enter into a Company Voluntary Arrangement (a U.K. insolvency procedure), and (d) certain Multiparty Guarantors, as discussed infra; none of the Venture subsidiaries incorporated outside of the United States have commenced, or is subject to, a case under Chapter 11 of the Bankruptcy Code or similar insolvency proceeding in any other jurisdiction. These non-Debtor foreign subsidiaries continue to operate their businesses in the ordinary course of business. HOLDERS OF CLAIMS SHOULD READ THIS DISCLOSURE STATEMENT AND THE PLAN, TOGETHER WITH THE EXHIBITS, INCLUDING THE SETTLEMENT TERM SHEET, IN THEIR ENTIRETY BEFORE VOTING ON THE PLAN. B. SUMMARY OF DEBTOR'S CORPORATE STRUCTURE Attached as Exhibit B hereto is a chart illustrating the current corporate structure of the Debtors. In addition, the Debtors have numerous affiliates with which they do business 1 that are an important part of the Plan. Those affiliates are described in this Disclosure Statement. C. THE CONTRIBUTION AGREEMENT The Plan is based on a Contribution Agreement, dated September 22, 2003 (the "Contribution Agreement"), by and among Larry J. Winget ("Larry Winget"), the Larry J. Winget Living Trust (the "Winget Trust," and together with Larry Winget, "Winget"), the Transferring Winget Entities (as defined in the Contribution Agreement) and the Debtors. A fully executed copy of the Contribution Agreement is attached to the Plan as Exhibit D. The Contribution Agreement was negotiated by the Debtors, Winget and the Steering Committee, and their respective legal and financial representatives, in order to (a) create a combined organization and business including the Transferred Assets (as defined in the Contribution Agreement) and the Equity Interests (as defined in the Contribution Agreement, the "Transferred Equity Interests"), (b) restructure the balance sheet, and (c) preserve the opportunity for all Creditors to maximize their recoveries. The Contribution Agreement, by its terms, provides that each of the parties thereto shall have the right to specifically enforce the Contribution Agreement in any court of competent jurisdiction, including the Bankruptcy Court. Approval of the Contribution Agreement by the Bankruptcy Court is not a condition to the parties' rights to compel specific performance, except that the Debtors' obligations under the Contribution Agreement are subject to Bankruptcy Court approval. The Contribution Agreement also provides, among other things, the following: (a) Venture Companies LLC, a Delaware limited liability company ("Venture Delaware") will be formed to hold, directly or indirectly, the existing assets and subsidiaries of Venture; (b) Winget and the Transferring Winget Entities (as defined in the Contribution Agreement) will transfer, assign and convey to Venture Delaware all Equity Interests and Transferred Assets, creating a combined business; (c) Winget will receive 100% of the Common Membership Interests in Venture Delaware, subject to potential dilution by the Creditors' Warrant. The contribution of the Transferred Equity Interests and the Transferred Assets pursuant to the Plan and the Contribution Agreement will result in Venture Delaware owning, directly or indirectly, tangible and intangible assets integral to its operations, as well as substantial overseas operations currently beneficially owned or controlled by Winget, not the Debtors. Venture Delaware's ownership of the Transferred Equity Interests and the Transferred Assets ensures that the Reorganized Debtors will have continued access to, and the ability to control, the key assets and properties that are required to continue manufacturing and providing product to their principal customers. The Transferors' obligations to close the transactions contemplated under the Contribution Agreement are conditioned upon the occurrence, or non-occurrence, of certain events. For example, the Transferors' obligations are conditioned upon no modifications being made to the 2 Original Plan that are materially adverse to the Transferors taken as a whole. The Debtors, the Steering Committee and the Creditors' Committee anticipate that the Transferors will argue that, among other things, the changes made to the Original Plan as embodied in the Plan constitute changes which are materially adverse to the Transferors as a whole. Under the Contribution Agreement, Winget and the other Transferors have a right to terminate the Contribution Agreement in the event the Plan as modified from the Plan originally filed in September 2003 contains modifications which materially adversely effect Winget and the other Transferors taken as a whole. The changes to the Plan and the Settlement, as described in this Disclosure Statement, have not been agreed to by Winget and the other Transferors. Winget and the Transferors are in the process of evaluating whether such changes materially adversely affect Winget and the other Transferors taken as a whole. If Winget and the other Transferors determine that such changes have a material adverse effect or that any other condition to the Contribution Agreement has not been fulfilled, Winget and the other Transferors may argue that they are not obligated to close under the Contribution Agreement. The Debtors, the Steering Committee and the Creditors' Committee will oppose any such argument. In the event the Bankruptcy Court determines that such changes have a material adverse effect on Winget and the other Transferors taken as a whole, confirmation of the Plan in its current form may result in confirmation of a plan that ultimately cannot become effective. Winget and the other Transferors also believe that the Plan may not be feasible and have the right under the Contribution Agreement to assert the lack of feasibility. The Debtors, the Steering Committee and the Creditors Committee dispute Winget's assertions. The Debtors, the Steering Committee and the Creditors' Committee believe that the Plan is feasible and confirmable. Moreover, the Debtors, the Steering Committee and the Creditors' Committee believe the Plan does not contain changes to the Original Plan that are materially adverse to Winget and the Transferors as a whole and that therefore the Contribution Agreement is enforceable. On May 25, 2004, Winget delivered to Venture Holdings Company, LLC a letter in which Winget states that he has terminated the Contribution Agreement. The Debtors, the Steering Committee and the Creditors' Committee dispute whether this action constitutes a valid termination of the Contribution Agreement and will seek to compel Winget's compliance with the Contribution Agreement. D. THE CREDITORS' WARRANT The Plan, as more fully described below, provides, and the Contribution Agreement contemplates, among other things, the issuance of the Creditors' Warrant to the Creditors' Trust. The Creditors' Warrant will be valued in accordance with the Warrant Valuation Procedures. The Creditors' Warrant will allow the General Unsecured Creditors, subject to the limitations imposed by the Settlement described below, an opportunity to obtain the benefit of ownership of the Reorganized Debtors, sharing in the success of the business 3 operations of Reorganized Venture after exercise of the Creditors' Warrant. The extent of the ownership in Reorganized Venture to which the General Unsecured Creditors will be entitled through the Creditors' Trust will be driven by the value of the Creditors Warrant, which in turn will be determined in accordance with the Warrant Valuation Procedures. To ensure compliance with the Contribution Agreement, and because the Contribution Agreement has certain contingencies, and in addition, to determine the Value of the Extinguished Actions (which in turn will determine the extent to which Winget's Common Membership Interests in Venture Delaware will be diluted by the interests of the Class 5 Creditors), the Debtors, along with the Creditors' Committee in certain instances, have commenced litigation to determine the value of the Extinguished Actions by pursuing certain claims against the Transferred Winget Entities. As discussed below, the Debtors have also commenced litigation against other Winget affiliates, which Winget Actions constitute Trust Assets. The Debtors reserve their rights as to other Winget Actions that may exist and constitute Trust Assets. However, in the event that the Plan is confirmed, the Extinguished Actions will be released, with their value being converted into Common Membership Interests through the Creditors' Warrant, and the Winget Actions will become Trust Assets. E. THE ORIGINAL PLAN The Debtors' Joint Plan of Reorganization, originally filed with the Bankruptcy Court on September 24, 2003 (the "Original Plan"), was the culmination of many months of negotiations among the Debtors, the Steering Committee and Winget and was based on the Contribution Agreement. When the Original Plan was filed, the Creditors' Committee advised the Debtors, the Steering Committee and Winget that it would not support confirmation of the Original Plan. In the months following the filing of the Original Plan, the Debtors, the Steering Committee, Winget and the Debtors' major customers negotiated a "back-stop" to the Original Plan that would have culminated in the filing of a "back-stop" plan that the parties would have presented to the Bankruptcy Court for confirmation in the event the Bankruptcy Court did not confirm the Original Plan over the anticipated objection of the Creditors' Committee. F. THE FORECLOSURE STRATEGY The Debtors believe that, as a result of certain events, which the Debtors believe included the issuance of the findings by Doeren Mayhew, the forensic accountant retained by the Debtors to investigate transactions with Winget and certain entities owned and/or controlled by Winget, Winget indicated to the Debtors and the Steering Committee that he was not prepared to commit to the terms of the "back-stop" plan, without changes to such plan which were unacceptable to the Steering Committee. In the face of Winget's refusal to commit to the terms of the existing "back-stop" plan, the Debtors and the Steering Committee evaluated and pursued other alternatives to achieve the consolidation of the Debtors' assets with the assets of the Affiliate Guarantors. Winget disputes the foregoing. As described below, the Debtors have filed complaints, in which the Creditors' Committee has intervened and joined, against Larry Winget and various 4 entities substantially owned or controlled by him which seek, among other relief, the substantive consolidation of certain of the Affiliate Guarantors named as defendants therein with the estates of the Debtors. Additionally, the Agent, on behalf of the Pre-Petition Lenders, filed in the Bankruptcy Court on April 13, 2004, a Complaint for (1) Declaratory Relief Concerning the Commercial Reasonableness of a Proposed Secured Creditor Disposition, (2) Real Property Foreclosure, and Appointment of a Receiver Pendente Lite, (3) Relief From the Automatic Stay, and (4) the Entry of Deficiency Judgments (the "Foreclosure Complaint"). In connection with the Foreclosure Complaint, to the extent the Plan is not confirmed, the Debtors and the Steering Committee currently anticipate filing a plan that would provide for the Debtors' continued access to, and use of, the assets owned by the Affiliate Guarantors either through a contribution of such assets to the reorganized Debtors if the Pre-Petition Lenders are the successful bidders (via their credit bid rights) at the foreclosure sales or through new fair market leases and usage agreements if a third party is the successful bidder at the foreclosure sales (such process shall be described herein as the "Foreclosure Strategy"). Winget and the Transferors intend to vigorously contest both the Foreclosure Complaint and the substantive consolidation allegations and do not believe either will be successful. G. SETTLEMENT BETWEEN THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE Because the Debtors and the Steering Committee believe that the Plan continues to be the most value maximizing alternative for all parties in interest, in addition to pursuing the consolidation of the assets through the litigation vehicles described above, the Debtors and the Steering Committee approached the Creditors' Committee on several different occasions in order to gain the support of the Creditors' Committee for the Plan. The initial discussions with the Creditors' Committee resulted in the Creditors' Committee reaffirming its position that it would not support the Plan. During those discussions, the Creditors' Committee indicated it believes it has arguments with respect to the assets of the Affiliate Guarantors, including the lien rights of the Pre-Petition Lenders with respect to such assets, that would prevent the Pre-Petition Lenders from effectuating the Foreclosure Strategy or any other strategy with which the Creditors' Committee did not agree. In order to gain the support of the Creditors' Committee for the Plan and to settle the disputes among the Steering Committee and the Creditors' Committee, including with respect to the assets of the Affiliate Guarantors and the lien rights of the Pre-Petition Lenders, the Steering Committee and the Creditors' Committee have reached agreement on a settlement (the "Settlement") that will be embodied in a settlement agreement that will be approved by the Bankruptcy Court pursuant to separate motion (the "Settlement Motion") at the Confirmation Hearing. TO THE EXTENT THE SETTLEMENT MOTION IS APPROVED AND THE RELIEF REQUESTED THEREIN IS GRANTED, INCLUDING THE APPROVAL OF THE SETTLEMENT AGREEMENT, CREDITORS WILL BE BOUND BY THE TERMS OF THE SETTLEMENT AND THE DISTRIBUTIONS TO HOLDERS OF CLASS 2, CLASS 3 CLAIMS AND CLASS 5 CLAIMS SHALL BE SUBJECT TO THE TERMS OF THE SETTLEMENT AGREEMENT. 5 A TERM SHEET CONTAINING THE TERMS OF THE SETTLEMENT IS ATTACHED HERETO AS EXHIBIT J. THE DEBTORS, THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE URGE YOU TO CAREFULLY READ THE TERM SHEET. As a result of the Settlement Agreement, the Creditors' Committee supports the Plan and encourages acceptance thereof by the Creditors, subject only to the consummation of the transactions contemplated by the Settlement Agreement. H. RECOGNITION AND SETTLEMENT OF SUBORDINATION PROVISIONS OF OLD NOTES For a description of the recognition and settlement of certain contractual subordination issues among the holders of Old Notes, see SECTION V. B. - "OLD SENIOR NOTES, OLD SENIOR SUBORDINATED NOTES AND OLD NOTE INDENTURES." I. SECOND AMENDED JOINT PLAN OF REORGANIZATION Although events related to the German Insolvency Proceedings (as defined below) and prolonged chapter 11 proceedings have had a significant impact on the Debtors' global operations, the Debtors remain a leading full-service supplier of plastic components, modules and systems to North American and European automotive OEMs. The Debtors believe that adoption of the Plan will be a significant step toward maintaining the Debtors' leading position in the industry. By restructuring their debt and combining the Debtors' assets with those of the Transferred Winget Entities (the "Restructuring"), the Debtors believe that implementation of the Plan will result in greater operating and financial flexibility which will enable the Debtors to take advantage of market opportunities and enhance the long-term enterprise value of the Debtors. THE DEBTORS, THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE BELIEVE THAT THE PLAN PROVIDES THE BEST RECOVERIES POSSIBLE FOR HOLDERS OF CLAIMS AGAINST THE DEBTORS AND THEY STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN. The following is a brief summary of certain material provisions of the Plan. For a more detailed description of the terms of the Plan, see SECTION VIII "SUMMARY OF PLAN." The Original Plan was the result of a term sheet negotiated among the Steering Committee, Winget and the Debtors. The changes to the Original Plan are set forth in detail in the chart attached hereto as Exhibit L. The following summary is qualified in its entirety by the provisions of the Plan. The Plan provides for the treatment of both classified and unclassified Claims against and Interests in the Debtors. In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Tax Claims and the DIP Facility Claims are not classified. Eight Classes of Claims are treated under the Plan. Classes 1 (Priority Claims) and 4 (Other Secured Claims) are not Impaired, which essentially means that Holders of such Claims 6 will be unaffected by the Plan and are, therefore, not entitled to vote on, and are deemed to have accepted, the Plan. All other Classes of Claims and Interests are impaired, including Bank Pre-Petition Priority Claims (Class 2), Bank Claims (Class 3), General Unsecured Claims (Class 5), Vendor Support Claims (Class 6) and Unsecured Convenience Claims (Class 7). There will be no recovery for Winget as the Holder of Equity Interests (Class 8), and such Equity Interests will be contributed to Venture Delaware without consideration therefore. SEE SECTION VIII - "SUMMARY OF THE PLAN" for more details. THE TRANSFERORS' OBLIGATIONS TO CLOSE THE TRANSACTIONS CONTEMPLATED UNDER THE CONTRIBUTION AGREEMENT ARE CONDITIONED UPON THE OCCURRENCE, OR NON-OCCURRENCE, OF CERTAIN EVENTS. ONE SUCH CONDITION IS THAT THE PLAN ULTIMATELY CONFIRMED MUST NOT HAVE MODIFICATIONS FROM THE ORIGINAL PLAN WHICH ARE MATERIALLY ADVERSE TO THE TRANSFERORS TAKEN AS A WHOLE. AMONG OTHER MODIFICATIONS MADE TO THE ORIGINAL PLAN, THE PLAN PROVIDES THAT CLASS 6 CREDITORS AND CLASS 7 CREDITORS WILL BE TREATED AS CLASS 5 CREDITORS, AND THUS WILL BE ENTITLED TO VOTE ON THE CLASS 5 TREATMENT, UNLESS THE BANKRUPTCY COURT DETERMINES THAT TREATING CLASS 6 CREDITORS AND CLASS 7 CREDITORS AS CLASS 5 CREDITORS, WHICH IS A CHANGE FROM THE ORIGINAL PLAN, CONSTITUTES A CHANGE WHICH IS MATERIALLY ADVERSE TO THE TRANSFERORS TAKEN AS A WHOLE. IN SUCH EVENT, CLASS 6 CREDITORS AND CLASS 7 CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED UNDER THE ORIGINAL PLAN AND CONTAINED IN THE PLAN FOR CLASS 6 CREDITORS AND CLASS 7 CREDITORS AND WILL NOT BE TREATED AS CLASS 5 CREDITORS (UNLESS THE TREATMENT IN THE ORIGINAL PLAN PROVIDES OTHERWISE). THE DEBTORS, THE CREDITORS' COMMITTEE AND THE STEERING COMMITTEE DO NOT BELIEVE THAT TREATING CLASS 6 CREDITORS AND CLASS 7 CREDITORS AS CLASS 5 CREDITORS, OR ANY OTHER CHANGE MADE TO THE ORIGINAL PLAN, CONSTITUTES A CHANGE TO THE ORIGINAL PLAN THAT IS MATERIALLY ADVERSE TO THE TRANSFERORS TAKEN AS A WHOLE. Under the Contribution Agreement, Winget and the other Transferors have a right to terminate the Contribution Agreement in the event the Plan as modified from the Plan originally filed in September 2003 contains modifications which materially adversely effect Winget and the other Transferors taken as a whole. The changes to the Plan and the Settlement, as described in this Disclosure Statement, have not been agreed to by Winget and the other Transferors. Winget and the Transferors are in the process of evaluating whether such changes materially adversely affect Winget and the other Transferors taken as a whole. If Winget and the other Transferors determine that such changes have a material adverse effect or that any other condition to the Contribution Agreement has not been fulfilled, Winget and the other Transferors may argue that they 7 are not obligated to close under the Contribution Agreement. The Debtors, the Steering Committee and the Creditors' Committee will oppose any such argument. In the event the Bankruptcy Court determines that such changes have a material adverse effect on Winget and the other Transferors taken as a whole, confirmation of the Plan in its current form may result in confirmation of a plan that ultimately cannot become effective. Winget and the other Transferors also believe that the Plan may not be feasible and have the right under the Contribution Agreement to assert the lack of feasibility. If the Plan is confirmed, all Intercompany Claims (i.e., Claims of a Debtor against another Debtor) will, in the sole discretion of the applicable Debtor or Venture Delaware, be preserved and reinstated, released, waived and discharged or contributed to the capital of the obligor entity. 1. UNCLASSIFIED CLAIMS The Plan provides that Administrative Claims, Allowed Tax Claims and the DIP Facility Claims shall be unclassified. Each Holder of an Allowed Administrative Claim shall receive, in full satisfaction of such Allowed Claim, cash equal to the amount of such Claim on the later of (i) the Effective Date and (ii) the date that is ten days after the Allowance Date, unless such Holder agrees to different treatment. However, Allowed Administrative Claims representing obligations incurred by a Debtor in the ordinary course of business shall be paid or performed in accordance with the terms and conditions of the particular transactions and any agreements relating thereto and are not entitled to the payment described in the preceding sentence. Each Holder of an Allowed Tax Claim shall receive, in full satisfaction of such Allowed Claim, at the election of the relevant Debtor, in its sole discretion, either (i) cash equal to the amount of such Claim on the later of (1) the Effective Date and (2) the date that is ten (10) days after the Allowance Date, unless such Holder shall have agreed to different treatment, (ii) in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code, cash payments in equal monthly installments commencing on the first Business Day of the month succeeding the month in which the Effective Date occurs and continuing on the first Business Day of each month thereafter, until the month which is six (6) years after the date of assessment of such Claim, totaling the principal amount of such Claim plus interest on any outstanding balance from the Effective Date calculated at the interest rate equal to the Applicable Federal Rate as determined in accordance with Section 1274(d) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder, or (iii) such other treatment as to which the Holder of such Allowed Tax Claim shall have agreed in writing; provided that any Claim or demand for payment of a penalty (other than a penalty of the type specified in Section 507(a)(8)(G) of the Bankruptcy Code) shall be disallowed pursuant to the Plan. On the Effective Date, in full satisfaction of the DIP Facility Claim, the DIP Facility Lenders shall receive (i) cash in an amount equal to the then outstanding amount of such DIP Facility Claim (including all accrued and all unpaid interest, fees and expenses) plus 8 (ii) a comprehensive release of claims from the Debtors and in favor of the Post-Petition Agents, each DIP Facility Lender and their respective affiliates, professionals, agents, officers, directors and employees. 2. CLASSIFIED CLAIMS The table below provides a summary of the classification and treatment of classified Claims and Equity Interests. The treatment of Claims in Class 2, Class 3 and Class 5 is subject in all respects to the Settlement.
Estimated Estimated Aggregate Percentage Type Of Claim Amount Of Recovery Or Equity Allowed Of Allowed Class Interest Treatment Claims Claims Class 1 Priority Claims Unimpaired - deemed to have accepted the $ 0 100% Plan and not entitled to vote on Plan; each Holder paid in full in cash on the latest of the (i) Effective Date, (ii) the date that is 10 days after the Allowance Date of such Claim and (iii) the date when such Claim becomes due and payable according to its terms. Class 2 Bank Pre-Petition Impaired - entitled to vote on the Plan; in $ 6,384,000 100% Priority Claims full satisfaction of such Claims, including all accrued and unpaid fees, interest and expenses thereon through the Effective Date, each holder will receive the Bank Priority Senior Notes Class 3 Bank Claims Impaired - entitled to vote on Plan; will $ 420,627,965.52(1) 100% receive (a) cash equal to approximately $7.5 million on account of interest accrued on such Claims plus unreimbursed costs, fees and expenses incurred by the Pre-Petition Agent through the Effective Date (b) the Securities Fee notes, (c) the Excess Interest Notes, (d) the Bank Senior Notes, (e) the Bank Junior Notes, (f) the Preferred Membership Interests, and (g) a release from any and all claims against them held by the Debtors. Additionally, all letters of
----------- (1) The Bank One, NA Claim in the amount of $7,334,395.60 and the ORIX Claim in the amount of $1,499,545.46 are not being Allowed pursuant to the Plan. To the extent the Bank One, NA Claim or the ORIX Claim becomes Allowed, such Claim will increase the amount of the Allowed Class 3 Claims and the principal amount of the Bank Senior Notes by the Allowed amount of such Claim and the Orix Claim to the extent not otherwise included in the Allowed Bank Claims. 9 credit issued by the Pre-Petition Lenders and outstanding as of the Effective Date shall be cancelled and/or assumed and deemed issued under the Exit Financing Facility. Also, all pre-petition Liens on the property of the Debtors held by or on behalf of the Pre-Petition Lenders shall secure the Bank Senior Notes and the Bank Junior Notes (but be subordinate to the Liens granted under the Exit Financing Facility) and all guarantees executed by the Debtors in favor of the Pre-Petition Lenders shall be replaced by guaranties executed in connection with the Restructured Credit Agreement. Moreover, the obligations evidenced by the Bank Senior Notes, the Securities Fee Notes, the Excess Interest Notes and the Bank Junior Notes shall be further secured by the liens more specifically described in the Restructured Credit Agreement. Class 4 Other Secured Claims Unimpaired - deemed to have accepted the $ 0 100% Plan; either (a) the legal, equitable, and contractual rights of Holders of Other Secured Claims (including retention of liens or security interests on pre-petition collateral) shall be reinstated on the Effective Date, or (b) the Debtor shall (i) cure any pre-petition default (other than defaults of the kind specified in Section 365(b)(2) of the Bankruptcy Code), (ii) reinstate the maturity of such Other Secured Claim, (iii) compensate the Holders for any damage if required under Section 1124(2)(c) of the Bankruptcy Code, and (iv) not otherwise alter the legal, equitable or contractual rights to which such Other Secured Claim is entitled.
10 Class 5 General Unsecured Impaired - entitled to vote on Plan; $ 493,425,676(3) Venture is unable to Claims,(2) entitled to receive a Pro Rata Distribution estimate the value of of the Trust Assets (including the equity to Holders of Creditors' Warrant) from the Creditors' Class 5 Claims. Such Trust, subject to any contractual value will be subordination provisions. determined in connection with the liquidation of the Creditors' Trust. Class 6 Vendor Support Claims Impaired - entitled to vote on Plan; and $ 55,627,074 Venture is unable to (Holders of Allowed shall be treated as a Class 5 Creditor; estimate the value of General Unsecured provided, however, if a Triggering Event equity to Holders of Claims who opt to shall have occurred, each Holder of a Class Class 5 Claims. Such become Holders of 5 Claim who (i) provided goods or services value will be Vendor Support to the Debtors prior to the Petition Date; determined in Claims)(4) (ii) elects on its ballot to agree to a connection with the Vendor Support Agreement(5); and (iii) liquidation of the executes and delivers a Vendor Support Creditors' Trust. Agreement , shall receive cash in an amount equal to 50% of such Holder's Allowed Class However, if a 6 Claim payable in ten (10) equal monthly Triggering Event shall installments equal to 5% of such Allowed have occurred, and Claim until such Allowed Claim is paid 50% Class 6 Creditors are of the Allowed General Unsecured Claim. In treated as a separate the event the Bankruptcy Court concludes class, 50% such treatment renders the Plan unfairly discriminatory in relation to other non-accepting Classes of unsecured Creditors (if any), or in the event that the
------------------- (2) Estimated Percentage Recovery of Allowed Claims for Class 5 assumes no value realized from the German Subsidiaries currently involved in the German Insolvency Proceedings due to the high level of uncertainty surrounding those proceedings. Should the resolution of the German Insolvency Proceedings result in additional value attributable to the Reorganized Debtors, either by way of recovery, sale or a combination thereof, it could materially increase the percentage recovery for Holders of Classes 5 and 6 Claims. (3) This amount does not include the amounts of Class 6 Claims and Class 7 Claims (listed below), each of which shall be treated as Class 5 Creditor if a Triggering Event shall not have occurred. (4) Estimated Percentage Recovery of Allowed Claims are based upon a vote in favor of the Plan. Estimated Percentage Recovery of Allowed Claims for Holders that vote against the Plan would be materially less, as described in Section VII. (5) Under the Plan, a Vendor Support Agreement is an agreement pursuant to which a General Unsecured Creditor agrees to provide post-Confirmation credit as set forth in such agreement, including without limitation, customary pricing terms, no less than net-60 day payment terms and credit limits no less than those which were in place as of January 1, 2002. 11 Bankruptcy Court does not determine that treating Class 6 Creditors as Class 5 Creditors is not a change which is materially adverse to Winget and the other Transferors taken as a whole, then the Holders of Vendor Support Claims shall be deemed to be included in (and receive the treatment prescribed for) Class 5 General Unsecured Claims. Class 7 Unsecured Convenience Impaired - entitled to vote on the Plan as $ 2,495,537 Venture is unable to Claims (Allowed a Class 5 Creditor and a Class 7 Creditor; estimate the value of Claims of General shall be treated as a Class 5 Creditor; equity to Holders of Unsecured Creditors provided, however, each Holder of an Class 5 Claims. Such that are either (a) Allowed Class 7 Unsecured Convenience Claim value will be in an amount less shall be paid cash equal to 75% of the determined in than $10,000; or (b) Allowed Claim not later than 120 days after connection with the in an amount in the Effective Date, if a Triggering Event liquidation of the excess of $10,000 if shall have occurred. Otherwise, they shall Creditors' Trust. the Holders elect to be treated as holders of Class 5 Claims reduce such Claims to above. However, if a an amount equal to or Triggering Event shall less than $10,000) have occurred, and Class 7 Creditors are treated as a separate class, 75% Class 8 Equity Interest Impaired - not entitled to vote on the Plan N/A 0% and are deemed to have rejected it. On the Effective Date, all of the Class 8 Equity Interests shall be cancelled.
For a more detailed description of the foregoing Classes of Claims and Equity Interests and the proposed Distributions thereto, SEE SECTION VIII - "SUMMARY OF THE PLAN." For a summary of the terms of the Bank Priority Senior Notes, the Bank Senior Notes, the Securities Fee Notes, the Excess Interest Notes and the Preferred Membership Interests, see Exhibit K attached hereto. J. CREDITORS' TRUST/LITIGATION The major assets of the Creditors' Trust, exclusive of any value obtained from the Settlement, will be (a) the Creditors' Warrant, (b) the Winget Actions and (c) the Avoidance Actions. The Creditors' Warrant is designed to permit Confirmation to occur in a timeframe that will allow the Reorganized Debtors to be viable business entities while still preserving the value to which the General Unsecured Creditors are entitled under the Bankruptcy Code. While initially Winget will receive, in exchange for his contribution, 100% of the Common Membership Interests of Venture Delaware, that 100% is subject to dilution by 12 the exercise of the Creditors' Warrant. The value of the Creditors' Warrant will be determined in accordance with the Warrant Valuation Procedures and will be a function of the value of the Debtors, the value of the Venture B Assets, the value of the Debtors' causes of action against the Transferred Winget Entities (the "Extinguished Actions") and the value of the Reorganized Debtors. The Value of the Extinguished Actions will be determined through litigation commenced against the Transferred Winget Entities. In the event that the Plan is confirmed, the Extinguished Actions will be extinguished, with their value being converted into Common Membership Interests through the Creditors' Warrant. The Creditors' Warrant allows the Bankruptcy Court to determine the equity, if any, to which General Unsecured Creditors are entitled, as more particularly described in the Creditors' Warrant attached as Exhibit K to the Plan. The Creditors' Trust will also receive Winget Actions and Avoidance Actions. Prior to Confirmation of the Plan, the Debtors reserve their rights to commence such actions. After Confirmation of the Plan, such actions will be commenced and/or prosecuted by the Trustee. K. OTHER PLAN PROVISIONS Provided that the Plan is confirmed, the Debtors' Estates shall be substantively consolidated, but only for the purposes of (1) making Distributions under the Plan, (2) voting under the Plan, and (3) filing Claims. For such limited purposes, and provided that the Plan is confirmed, on the Effective Date, (a) all guaranties of any Debtor of the payment, performance, or collection of another Debtor with respect to any Class of Claims or Interests shall be deemed eliminated and cancelled; (b) any obligation of any Debtor, and all guaranties with respect to any Class of Claims or Interests executed by one or more of the other Debtors, and any joint or several liability of any of the Debtors shall be treated as a single obligation, and any obligation of two or more Debtors, and all multiple impaired Claims against Debtors on account of such joint obligations, shall be treated and Allowed only as a single Claim against the consolidated Debtors; and (c) each Claim filed in the Case shall be deemed filed against the consolidated Debtors and shall be deemed a Claim against and an obligation of the consolidated Debtors. Except as set forth above, such substantive consolidation will not (other than for purposes related to the Plan) (i) affect the legal and corporate structures of the Debtors or Reorganized Debtors, subject to the right of the Debtors or Reorganized Debtors to effect the restructuring transactions contemplated by the Plan, and (ii) except as otherwise stated in the Plan, affect Intercompany Claims of certain of the Debtors against other Debtors. II. PLAN VOTING PROCEDURES; ACCEPTANCE; CONFIRMATION A. VOTING PROCEDURES Under the Bankruptcy Code, the only classes that are entitled to vote to accept or reject a plan are Classes of Claims or Interests that are Impaired under the Plan. Accordingly, Classes of Claims or Interests that are Unimpaired, Class 1 (Priority Claims) and Class 4 (Other Secured Claims) are presumed to have accepted the Plan and are not entitled to vote on the Plan. Holders of Bank Pre-Petition Priority Claims, Bank Claims, General 13 Unsecured Claims, Vendor Support Claims, and Unsecured Convenience Claims shall be entitled to vote to accept or reject the Plan. Class 8 (Equity Interests) will not vote because Class 8 will not receive any Distribution and, accordingly, is deemed to have rejected the Plan. However, Winget and the Transferors have agreed to support the Plan subject and pursuant to the Contribution Agreement. Creditors that hold Claims in more than one Impaired Class are entitled to vote separately in each Class to the extent that such multiple claims can be identified by J.P. Morgan Trust Company N.A. ("JP Morgan" or the "Balloting Agent"). Such a Creditor will receive a separate ballot for each of its Claims in each Class (in accordance with the records of the Clerk of the Court) and should complete and sign each ballot separately. A Creditor who asserts a Claim in more than one Class and who has not been provided with sufficient ballots may photocopy the ballot received and file multiple ballots. Votes on the Plan will be counted only with respect to Claims: (a) that are listed on the Schedules of Assets and Liabilities of the Debtors other than as disputed, contingent or unliquidated; or (b) for which a Proof of Claim was filed on or before the Claims Filing Bar Date set by the Bankruptcy Court in the Debtors' case for the filing of Proofs of Claim (except for certain claims expressly excluded from that bar date or which are Allowed by Bankruptcy Court order). Any vote by a Holder of a Claim will not be counted if such Claim has been disallowed or is the subject of an unresolved objection, absent an order of the Bankruptcy Court allowing such Claim for voting purposes pursuant to Section 502 of the Bankruptcy Code and Bankruptcy Rule 3018. Voting on the Plan by each Holder of a Claim or Interest in an Impaired class is important. After carefully reviewing the Plan and this Disclosure Statement, each Holder of such a Claim or Interest should use the enclosed ballot or ballots to vote to either accept or reject the Plan, and then return the ballot or ballots by mail to the appropriate address. Any ballot that does not appropriately indicate acceptance or rejection of the Plan will not be counted. B. SPECIFIC INSTRUCTIONS FOR HOLDERS OF IMPAIRED CLAIMS OTHER THAN OLD NOTES CLAIMS IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT AND RECEIVED BY THE BALLOTING AGENT NO LATER THAN THE VOTING DEADLINE. If a ballot is damaged, lost, or missing, a replacement ballot may be obtained by sending a written request to the Balloting Agent. If you have any questions about (1) the procedure for voting your Claim or with respect to the packet of materials that you have received or (2) or if you wish to obtain an additional copy of the Plan, this Disclosure Statement or any appendices or exhibits to such documents, please contact the Balloting Agent at www.administar.net or by telephone at (904) 807-3010. 14 C. SPECIFIC INSTRUCTIONS FOR HOLDERS OF OLD NOTES CLAIMS IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT. If a ballot is damaged, lost, or missing, a replacement ballot may be obtained by sending a written request to the Balloting Agent. If you have any questions about (1) the procedure for voting your Claim or with respect to the packet of materials that you have received or (2) if you wish to obtain an additional copy of the Plan, this Disclosure Statement or any appendices or exhibits to such documents, please contact the Balloting Agent at www.administar.net or by telephone at (904) 807-3010. The Record Date for determining which Holders of Note Claims are entitled to vote on the Plan is May 25, 2004 (the "Record Date"). The Indenture Trustee will not vote on behalf of the Holders of such Note Claims. Holders must submit their own ballots. 1. BENEFICIAL OWNERS A beneficial owner holding Old Notes as record Holder in its own name should vote on the Plan by completing and signing the enclosed ballot and returning it directly to the Balloting Agent on or before the Voting Deadline using the enclosed self-addressed, postage-paid envelope. A beneficial owner holding Old Notes in "street name" through a designated representative of such Holder (a "Nominee") may vote on the Plan by one of the following two methods (as selected by such beneficial owner's Nominee): (i) Complete and sign the enclosed beneficial owner ballot. Return the ballot to your Nominee as promptly as possible and in sufficient time to allow such Nominee to process the ballot and return it to the Balloting Agent by the Voting Deadline. If no self-addressed, postage-paid envelope was enclosed for this purpose, contact the Balloting Agent or your Nominee for instructions; or (ii) Complete and sign the pre-validated ballot (as described below) provided to you by your Nominee. Return the pre-validated ballot to the Balloting Agent by the Voting Deadline using the return envelope provided. Any ballot returned to a Nominee by a beneficial owner will not be counted for purposes of acceptance or rejection of the Plan until such Nominee properly completes and delivers to the Balloting Agent that ballot or a master ballot that reflects the vote of such beneficial owner. If any beneficial owner owns Old Notes through more than one Nominee, such beneficial owner may receive multiple mailings containing the ballots. The beneficial owner should execute a separate ballot for each block of Old Notes that it holds through any particular 15 Nominee and return each ballot to the respective Nominee in the return envelope provided therewith. Beneficial owners who execute multiple ballots with respect to Old Notes held through more than one Nominee must indicate on each ballot the names of ALL such other Nominees and the additional amounts of such Old Notes so held and voted. If a beneficial owner holds a portion of the Old Notes through a Nominee and another portion as a record holder, the beneficial owner should follow the procedures described in the first paragraph above to vote the portion held of record and the procedures described in the second paragraph above to vote the portion held through a Nominee or Nominees. 2. NOMINEES A Nominee that on the Record Date is the registered holder of Old Notes for a beneficial owner can obtain the votes of the beneficial owners of such Old Notes, consistent with customary practices for obtaining the votes of securities held in "street name," in one of the following two ways: (i) Pre-Validated Ballots. The Nominee may "pre-validate" a ballot by (1) signing the ballot; (2) indicating on the ballot the name of the registered Holder, the amount of Old Notes held by the Nominee for the beneficial owner, and the account numbers for the accounts in which such Old Notes are held by the Nominee; and (3) forwarding such ballot, together with the Disclosure Statement, return envelope and other materials requested to be forwarded, to the beneficial owner for voting. The beneficial owner must then complete the information requested in the ballot; review the certifications contained in the ballot, and return the ballot directly to the Balloting Agent in the pre-addressed, postage-paid envelope so that it is RECEIVED by the Balloting Agent before the Voting Deadline. A list of the beneficial owners to whom "pre-validated" ballots were delivered should be maintained by Nominees for inspection for at least one year from the Voting Deadline; or (ii) Master Ballots. If the Nominee elects not to prevalidate ballots, the Nominee may obtain the votes of beneficial owners by forwarding to the beneficial owners the unsigned ballots, together with the Disclosure Statement, a return envelope provided by, and addressed to, the Nominee, and other materials requested to be forwarded. Each such beneficial owner must then indicate his/her or its vote on the ballot, complete the information requested in the ballot, review the certifications contained in the ballot, execute the ballot, and return the ballot to the Nominee. After collecting the ballots, the Nominee should, in turn, complete a master ballot compiling the votes and other information from the ballot, execute the master ballot, and deliver the master ballot to the Balloting Agent so that it is RECEIVED by the Balloting Agent before the Voting Deadline. All ballots returned by beneficial owners should either be forwarded to the Balloting Agent (along with the master ballot) or retained by Nominees for inspection for at least one year from the Voting Deadline. EACH NOMINEE SHOULD ADVISE ITS BENEFICIAL OWNERS TO RETURN THEIR BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE MASTER BALLOT TO THE BALLOTING AGENT SO THAT IT IS RECEIVED BY THE BALLOTING AGENT BEFORE THE VOTING DEADLINE. 16 3. MISCELLANEOUS For purposes of voting to accept or reject the Plan, the beneficial owners of Old Notes will be deemed to be the "Holders" of the Claims represented by such Old Notes. Unless otherwise ordered by the Bankruptcy Court, ballots or master ballots that are signed, dated and timely received, but on which a vote to accept or reject the Plan has not been indicated, will not be counted. The Debtors, in their sole discretion, may request that the Balloting Agent attempt to contact such voters to cure any such defects in the ballots or master ballots. Except as provided below, unless the ballot or master ballot is timely submitted to the Balloting Agent before the Voting Deadline together with any other documents required by such ballot or master ballot, the Debtors may, in their sole discretion, reject such ballot or master ballot as invalid, and therefore decline to utilize it in connection with seeking Confirmation of the Plan. In the event of a dispute with respect to any Old Note Claim, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Bankruptcy Court orders otherwise. D. INQUIRIES If you have questions about the procedures for voting your Claim, or the packet of materials that you received, please contact the Balloting Agent as set forth above. If you have questions about the amount of your Claim, please contact Venture Holdings Company LLC, 6555 15 Mile Road, Sterling Heights, Michigan 48312, Attn: Bankruptcy Claims, or by telephone at (586) 276-1733. If you wish to obtain additional copies of the Plan, this Disclosure Statement, or the Exhibits to those documents at your own expense, unless otherwise specifically required by Bankruptcy Rule 3017(d), please contact the Balloting Agent. FOR FURTHER INFORMATION AND INSTRUCTION ON VOTING TO ACCEPT OR REJECT THE PLAN, SEE SECTION XII OF THIS DISCLOSURE STATEMENT. E. ACCEPTANCE The Bankruptcy Code defines acceptance of a plan by an impaired class of claims as acceptance by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the allowed claims of that class which actually timely and properly cast ballots. Unless a Triggering Event shall have occurred, Creditors in Classes 6 and 7 will be treated as Class 5 creditors. Therefore, Holders of Claims in Class 6 and Class 7 shall be entitled to vote in such classes and also in Class 5. Under the Plan, in the event that any 17 of Classes 5 (General Unsecured Claims), 6 (Vendor Support Claims) or 7 (Unsecured Convenience Claims) do not accept the Plan, the Debtors reserve the right to (a) modify the Plan in accordance with its terms and the Contribution Agreement, and (b) request that the Court confirm the Plan in accordance with Section 1129(b) of the Bankruptcy Code, notwithstanding such lack of acceptance, by a finding that the Plan provides fair and equitable treatment to any Impaired Class of Claims voting to reject the Plan. F. CONDITIONS TO CONFIRMATION OF THE PLAN AND EFFECTIVENESS OF THE PLAN 1. Conditions Precedent to Confirmation of the Plan The following must occur on or before Confirmation: - the Court shall approve this Disclosure Statement; - the Confirmation Order shall be in form and substance as provided for in the Contribution Agreement; - the Contribution Agreement shall be in full force and effect without modification except as permitted; and - The Settlement Agreement shall have been approved. 2. Conditions Precedent to Effectiveness of the Plan Notwithstanding any other provision of the Plan or the Confirmation Order, the Effective Date of the Plan shall not occur, and the Plan shall not be binding on any party, unless and until each of the following conditions has been satisfied or waived, in accordance with Section 10.02 of the Plan, in writing by the Debtors: - The Confirmation Order shall have been entered and shall not have been vacated or stayed; - The closing and initial funding shall have occurred under the Exit Financing Facility and all conditions precedent to the consummation thereof (other than the occurrence of the Effective Date of the Plan) shall have been waived or satisfied in accordance with the terms thereof; - All Reorganization Documents shall have been executed, as necessary, and delivered and all conditions precedent thereto shall have been satisfied or waived; - All other actions, documents and agreements necessary to implement the Plan as of the Effective Date shall have been executed, as necessary, and delivered and all conditions precedent thereto shall have been satisfied or waived; 18 - The Contribution Agreement shall be in full force and effect and no party thereto shall be in breach or default of the terms thereof and the transactions contemplated thereby shall have been consummated; - The Steering Committee, Winget, Venture Delaware, and the Pre-Petition Agent shall have approved the terms of the Employment Agreements between Venture Delaware and the CEO, CFO and other officers to be employed by Venture Delaware after the Effective Date; - The Debtors shall have sufficient cash to make Distributions under the Plan on the Effective Date, including, but not limited to, requisite cash payments to the Pre-Petition Lenders and the Holders of the DIP Facility Claim; - The Oversight Committee shall have been formed; - The Creditors' Trust shall have been established and be functioning; - The Warrant Valuation Procedures shall be approved by the Bankruptcy Court; and - The Settlement Agreement shall have been approved by the Bankruptcy Court and the transactions contemplated thereby, including the execution and delivery of all necessary documentation, shall have been consummated. The Debtors may (with the consent of Winget, the Steering Committee and, subject to a Qualified Finding, the Creditors' Committee), but shall have no obligation to, waive any of the foregoing conditions without notice and without leave of or order of the Bankruptcy Court. To be effective, any such waiver shall be in writing and signed by the Debtors, or shall be a stipulation on the record in the Case of which a transcript is made. In the event that one or more of the conditions precedent to the effectiveness of the Plan has not occurred or is not waived by the Debtors on or before the date one hundred twenty (120) days after the Confirmation Date, then upon notice by the Debtors to the Court, the following events shall occur: - the Confirmation Order shall be vacated; - no Distributions shall be made under the Plan; - the Debtors and Holders of all Claims and Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date, as though Confirmation never occurred; 19 - the parties' respective obligations with respect to the Claims and Interests shall remain unchanged and nothing in the Plan shall be deemed to be a waiver or release of Claims or Interests by or against the Debtor or any other person; and - the preclusive provisions of the Plan shall not be deemed effective. G. MODIFICATION OF THE PLAN The Debtors reserve the right, in accordance with Section 1127(b) of the Bankruptcy Code and Article 12 and Section 14.05 of the Plan, to amend or modify the Plan at any time before Confirmation, subject to any limitations in the Contribution Agreement. After the entry of the Confirmation Order, the Debtors may, subject to (i) the prior consent of the Steering Committee and, subject to a Qualified Finding, the Creditors' Committee, and (ii) any limitations in the Contribution Agreement and upon order of the Bankruptcy Court, amend or modify the Plan in accordance with Section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan. The Debtors reserve the right, in accordance with Article 12 and Section 5.10 of the Plan, to amend the Plan in connection with a request by the Debtors made pursuant to Section 1129(b) of the Bankruptcy Code that the Court confirm the Plan notwithstanding the rejection of the Plan by one or more Classes of Impaired Claims. If one or more of the Classes of Impaired Claims rejects the Plan, the Debtor may file a request for Confirmation together with amendments, modifications or revisions to the Plan to (1) assure the Court that the Plan does not discriminate unfairly, and is fair and equitable with respect to the Classes rejecting the Plan, and (2) provide the treatment necessary to satisfy the requirements of Section 1129(a) and (b) of the Bankruptcy Code with respect to (i) the rejecting Classes and (ii) any other Classes adversely affected by those modifications, if any. Modification of the Plan may allow Winget to terminate the Contribution Agreement if such modification is materially adverse to Winget and the other Transferors or Transferred Assets (as defined in the Contribution Agreement) taken as a whole. H. EFFECT OF CONFIRMATION If the Plan is confirmed by the Bankruptcy Court: 1. The terms of the Plan shall be binding on the Debtors, all Creditors, Holders of Interests, and other parties in interest, regardless of whether they have accepted the Plan. 2. Except as provided in the Plan: a. All Claims and Interests will be discharged; and 20 b. Creditors and Holders of Interests will be prohibited from asserting their Claims against or Interests in the Debtors or their assets, or against Venture Delaware or any of the Reorganized Debtors. I. REVOCATION OF THE PLAN The Debtors, with the consent of the Steering Committee, and Winget, reserve the right, subject to Section 14.02 of the Plan, to revoke and withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan, then, the Plan shall be deemed null and void, and in such event, nothing contained herein or in the Plan shall be deemed to constitute a waiver or release of any Claims by or against, or Interests in, the Debtors or any other person or prejudice in any manner the rights of the Debtors or any other person in the Case or in any other further proceedings involving the Debtors. III. BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF BANKRUPTCY PROCEEDINGS The Debtors' filing for bankruptcy resulted primarily from cash-flow and liquidity problems in the Debtors' operations due, in significant part, to the cessation of the flow of funds from Venture Germany GmbH, Venture Verwaltungs GmbH, Venture Beteiligungs GmbH, Peguform GmbH & Co. KG ("Peguform") and their respective subsidiaries (collectively, the "German Subsidiaries") resulting from the insolvency proceedings relating to such subsidiaries, as described below. A. GERMAN INSOLVENCY On May 28, 1999, Venture Europe, Inc., through its direct and indirect subsidiaries, Venture Germany GmbH, Venture Verwaltgungs GmbH and Venture Beteillgungs GmbH, acquired Peguform (which was subsequently restructured) and its subsidiaries, a leading international designer and manufacturer of complete interior modules, door panels and dashboards, and exterior modules and other structural plastic body parts, including bumper fascias and hatchback doors. Venture considered the acquisition of Peguform an attractive opportunity to meet its OEM customers' needs by significantly increasing its global presence, a key element of its business strategy. Venture Germany GmbH indirectly owns the stock of Venture subsidiaries in Mexico and Spain, and, prior to the French Continuation Plan, Peguform France. On May 28, 2002, the German Subsidiaries, through their managing directors, filed for the appointment of a temporary administrator to investigate the necessity of insolvency proceedings in accordance with German law. The filing was submitted by certain of the German managing directors (including Messrs. Axel Schule and Moritz Gerig) and European managing directors (including Messrs. Jose Marie Robert and Pavel Neuman) of the German Subsidiaries without consultation or approval by the non-German representatives of Venture (including Messrs. Joseph Winget, Michael Torakis, and Tom Gougherty) on the management boards of these companies or the shareholders of these companies (including Winget). The German insolvency court appointed Dr. Wellensiek 21 as temporary administrator (the "German Administrator") to assess the financial situation of the German Subsidiaries and to determine whether formal insolvency proceedings were necessary for each of them. Although the institution of the preliminary insolvency proceedings involving the German Subsidiaries arguably constituted an event of default under the Existing Bank Facility, the Old Senior Notes Indentures and the Old Subordinated Notes Indenture, the Pre-Petition Lenders under the Existing Bank Facility and holders of Old Notes waived their right to declare an event of default as a result of the filing. On or about July 10, 2002, the Debtors solicited the consent of the Holders of the Old Notes to adopt the following amendments to the Old Senior Note Indentures and Old Subordinated Notes Indenture: - to permit the incurrence of indebtedness by the German Administrator with respect to certain foreign subsidiaries of Venture and granting of liens on certain assets in connection with the preliminary insolvency proceedings in Germany, in each case without the approval of Venture and the co-issuers of the Old Senior Note Indentures and Old Subordinated Note Indentures; - allow for the refinancing of such indebtedness, including any required consensual restrictions on dividend payments; - provide for an extension of financial reporting obligations with respect to the fiscal quarter ended June 30, 2002 because of the possible inability of Venture and the co-issuers of the Old Notes to obtain the required financial information from the German Subsidiaries due to the preliminary insolvency proceedings affecting the German Subsidiaries; - provide for an extension of any applicable cure period with respect to the preliminary insolvency proceedings in Germany; - allow for the assumption of indebtedness by Venture and the co-issuers of the Old Senior Note Indentures and the Old Subordinated Note Indentures in connection with any contribution of certain assets or businesses to Venture, Winget and/or the Winget Affiliates; and - allow for the incurrence of additional indebtedness under the Existing Bank Facility to reacquire the German Subsidiaries under certain circumstances. In August 2002, the German Administrator reported that he had received a report from his financial advisors indicating that each of the German Subsidiaries was insolvent under German law. From this report, it was possible for Venture to determine the amount of funds that would be required, immediately and over time, to "cure" the insolvency by 22 paying or providing for the payment of all pre-insolvency and post-insolvency claims against the German Subsidiaries. Venture believed it could finance the requisite amount and commenced negotiations with its lenders to do so. The German Administrator arranged for an extension of the preliminary proceedings for another month, through September 30, 2002, to facilitate such financing. However, it became apparent that the German Subsidiaries' customers were not willing to support such a financing unless it addressed adequately (in their view) the German Subsidiaries' need for capital to support future product development and working capital, an amount over and above the capital required to exit the preliminary proceedings. In September 2002, a tentative agreement was reached with certain customers and the Debtors sought to raise $250 million to exit the preliminary proceedings and to provide for such future capital needs. While certain of the Debtors' lenders were willing to provide such financing on a "best efforts syndication" basis and with some due diligence on the financial performance of German Subsidiaries, to complete these efforts, another extension of the preliminary proceedings would have been required. The German Administrator was unwilling or unable to seek a further extension of the preliminary proceedings. Accordingly, after finding that the German Subsidiaries were insolvent, the German insolvency court initiated formal insolvency proceedings with respect to each of the German Subsidiaries on October 1, 2002 (the "German Insolvency Proceedings"). The German Administrator was appointed as insolvency administrator and initiated a process to cause the German Subsidiaries to be sold. Informal indications from the German Administrator are that the circumstances of the sale may depress the sale price for the German Subsidiaries. In addition, it appears that the operating results of the German Subsidiaries under the supervision of the German Administrator are less than those historically achieved by Venture. Reduced profitability, actual or apparent, depresses the anticipated value of the German Subsidiaries. The outcome of the German Insolvency Proceedings in terms of timing and value to be returned to Venture remains unclear.(6) Peguform, by and through the German Administrator, filed a claim against the Debtors in the Case in the amount of 238,838,384 Euros. Peguform's claim is based upon allegedly fraudulent transfers made by Peguform to Venture. The claim is unsecured and unliquidated. This claim has subsequently been withdrawn following attempts to discover information from the claimant by the Debtors in connection with an objection to the claim. Venture released certain claims that it had against the German Administrator to enable the banks and representatives of the Unofficial Noteholder Committee (as defined below) to obtain non-voting seats on the Peguform Creditors' Committee. The Debtors may have claims against various individuals and entities as a result of the filing of the German Insolvency Proceeding. Potential claims include tortuous interference with a business relationship, civil conspiracy, and violations of U.S. antitrust ----------------- (6) For purposes of calculating the estimated recovery to the Holders of Class 5 Claims, the Company has assumed there would be no net proceeds received from a sale of the German Subsidiaries due to insufficient knowledge of financial results and debt incurred under the German Administrator. 23 laws. In addition, one Debtor (Venture Europe, Inc.) may have claims pursuant to its shareholder status under German law. Such claims under German law include infringement of a right and conduct contrary to public policy. The Debtors have analyzed these claims and preserve them in the Plan. However, there is no current intention to pursue them. B. BOND DEFAULT As a result of the informal administration proceedings and the German Insolvency Proceedings, the flow of funds from the German Subsidiaries to the Debtors was terminated. This cessation of funding caused cash flow and liquidity problems for the Debtors' remaining operations. To a large extent, cash flow from the German Subsidiaries serviced the debt obligations of Venture incurred in connection with the acquisition of Peguform in May 1999, including the Old Notes and the Existing Bank Facility. As a result of the termination of this source of funds, the Debtors defaulted on interest payments on the Old Notes in December 2002 and January 2003 and are in default under the Existing Bank Facility. During the period from May 28, 2002 to October 1, 2002, the Steering Committee was formed to negotiate with the Debtors. The Steering Committee is represented by Dickinson Wright PLLC and Sidley Austin Brown & Wood LLP. The Steering Committee hired Ernst & Young Corporate Finance LLP as their financial advisors. Similarly, an unofficial committee representing certain holders of the Old Notes (the "Unofficial Noteholder Committee") was formed to negotiate with the Debtors. The Unofficial Noteholder Committee was represented by Akin Gump Strauss Hauer & Feld LLP ("Akin"). The Unofficial Noteholder Committee hired Chanin Capital Partners ("Chanin"), which in turn hired Hawkpoint Partners Limited ("Hawkpoint") as a consultant, as its financial advisors. The pre-petition professional fees of both the Steering Committee and the Unofficial Noteholder Committee were paid by the Debtors. Since April 14, 2003, when the United States Trustee appointed the Creditors' Committee, the Debtors have not dealt with the Unofficial Noteholder Committee, which the Debtors believe has been disbanded. Certain members of the Unofficial Noteholder Committee and unsecured trade creditors are now members of the Creditors' Committee. The Creditors' Committee is represented by the Professionals that represented the Unofficial Noteholder Committee including, without limitation, Hawkpoint, Freshfields Bruckhaus Beringer, Chanin, and Akin, as well as Pepper Hamilton LLP. C. EXISTING BANK FACILITY After intense negotiations, on October 28, 2002, Venture entered into an Eighth Amendment to Credit Agreement (the "Eighth Amendment") with the Pre-Petition Agent and the Pre-Petition Lenders under the Existing Bank Facility, which, in substance, is a forbearance agreement that permitted Venture and the other Debtors to attempt to restructure their debt by April 15, 2003. As part of the Eighth Amendment, Winget granted the Pre-Petition Lenders Liens on the stock and assets of certain of the Winget Affiliates and their assets. A chart summarizing such Liens is attached hereto as Exhibit I. For additional discussion, SEE SECTION IV - "OPERATIONS OF THE DEBTORS" 24 -The Principals of the Debtors - Legal Relationships of Winget to the Debtors and SECTION V - "THE DEBTORS' DEBT OBLIGATIONS" - Existing Bank Facility." D. FRENCH INSOLVENCY As a result of the initiation of the Germany Insolvency Proceedings and the resulting freezing of the German Subsidiaries' pre-petition trade claims, Venture's French subsidiary, Peguform France S.A. ("Peguform France") was unable to collect its pre-petition receivables from the German Subsidiaries. Therefore, Peguform France suffered a liquidity crisis resulting in its voluntary filing for insolvency under French law. The Debtors were able, with the assistance of certain Transferred Winget Entities, to propose a recovery plan for Peguform France acceptable to the French Administrator supervising the French insolvency proceedings. In order to preserve the value associated with Peguform France, the Debtors acquired the stock of Peguform France from the German Administrator for $1.00 plus certain additional contingent amounts if the stock or assets of Peguform France are sold within five years. Winget and certain of the Transferred Winget Entities contributed 10 million Euros as part of a continuation plan (the "Continuation Plan") which returned the value and control of Peguform France to the Debtors. In addition, pursuant to the Continuation Plan, certain Winget Affiliates located in South Africa and Australia agreed to provide additional financial support to Peguform France, if required, in the aggregate amount of up to 17 million Euros under certain circumstances. The Winget Affiliates believe that their agreements to provide financial support expired on December 31, 2003. After the Continuation Plan was approved by the French Court, Winget funded an additional amount of approximately 1 million Euros to address certain liquidity issues at Peguform France. IV. OPERATIONS OF THE DEBTORS A. CORPORATE STRUCTURE Venture, a Michigan limited liability company, is solely owned by the Winget Trust, of which Winget is the sole trustee and beneficiary. Venture owns, directly or indirectly, all of the outstanding capital stock of, or equity interests in, each of its subsidiaries, except for joint ventures MATRA Venture Composites and Celulosa Fabril (cefa) S.A., of which Venture is the indirect owner of 50% of the equity interests of each. Each of the Domestic Subsidiaries listed below is an entity organized under the laws of the State of Michigan and each is a Debtor in the Case: Experience Management LLC Venture Leasing Company Vemco Leasing, Inc. Venture Industries Corporation Vemco, Inc. Venture Holdings Corporation Venture EU Corporation Venture Mold & Engineering Corporation Venture Europe, Inc. Venture Service Company 25 Venture also conducts business through its foreign affiliates, which are not debtors in these cases (the "Foreign Affiliates"), as listed on the table and in the organizational chart attached as Exhibit B hereto. With the exception of (a) Venture subsidiaries that are subject to the German Insolvency Proceedings, and (b) the Venture subsidiary in France which is operating under the Continuation Plan under French law, none of the Venture subsidiaries incorporated outside of the United States have commenced, or is subject to, cases under Chapter 11 of the Bankruptcy Code or similar insolvency proceedings in any other jurisdiction. These non-Debtor foreign subsidiaries continue to operate their businesses in the ordinary course of business outside of any insolvency proceeding. B. VENTURE'S BUSINESS OPERATIONS The Debtors are collectively a worldwide full-service automotive supplier, systems integrator and manufacturer of plastic components, modules and systems. Venture is an industry leader in applying new design and engineering technology to develop innovative products, create new applications and reduce product development time. Venture ranks among the largest systems integrators and manufacturers of interior and exterior plastic components and systems to the North American and European automotive markets with aggregate sales of approximately $1.0 billion for the year ended December 31, 2003, excluding Peguform. Its principal customers include every major North American original equipment manufacturer ("OEM"), eleven of the twelve major European OEMs, several major Japanese OEMs and other leading direct suppliers to the OEM's (also known as "Tier 1" suppliers). Venture maintains diversity of volume among the various divisions of the OEMs, and is further diversified by its position as a supplier for a number of high volume vehicle platforms manufactured by those divisions. Venture operates 47 facilities(7) in the following 7 countries: United States, Canada, France, Hungary, Czech Republic, United Kingdom(8), and Netherlands. As of December 31, 2002, Venture employed, directly or indirectly, approximately 6,078 persons worldwide, including approximately 2,440 persons in North America and 3,638 in Europe. For the year ending December 31, 2003, approximately 50% of Venture's consolidated revenues were generated in North America and approximately 50% were generated in Europe. Venture's primary North American customers are General Motors Corporation ("GM"), DaimlerChrysler Corporation ("DaimlerChrysler") and Ford Motor Company ("Ford"), with aggregate sales in excess of 85% of Venture's total 2003 North American sales. -------------- (7) These figures include facilities and employees which are subject to the German Insolvency Proceedings. To the extent that the German Subsidiaries are sold, these figures will decrease. (8) The management of Venture's subsidiary operations in the United Kingdom, Peguform UK Limited, is expecting to wind down operations in a consensual out of court arrangement. 26 C. INDUSTRY GROUP The automobile industry in which Venture operates is highly cyclical, highly dependent on consumer spending and subject to the impact of domestic and international economic conditions. In addition, automotive production and sales can be affected by labor relations issues, regulatory requirements, trade agreements and other factors. Venture is, and assuming Confirmation of the Plan, will continue to be, substantially leveraged. An economic recession generally will affect substantially leveraged companies more than similarly situated companies with less leverage. The automotive component supply industry is also highly fragmented and highly competitive. Venture's ability to compete is dependent upon successful implementation of its current and future business strategies, its ability to successfully adopt new strategies in response to changes in the marketplace, and its ability to successfully reorganize under the Case. Further, the automotive industry is characterized by a small number of OEMs that are able to exert considerable pressure on a larger number of smaller component suppliers to reduce costs and to improve quality. OEMs generally demand and receive price reductions and measurable increases in quality by implementing competitive selection processes, rating programs and various other arrangements with Tier 1 suppliers such as Venture. Also, through increased partnering on platform work, OEMs generally require component suppliers to provide more design and engineering input at earlier stages of the product development process, the current cost of which, in many cases, must be absorbed by the suppliers. Like other Tier 1 suppliers, Venture principally competes for new business both at the beginning of the development of new OEM models and upon the redesign of existing models by its major customers. New model development generally begins two to four years prior to the marketing of such models to the public by the OEMs. Although Venture has been successful in obtaining significant new business on new models, there can be no assurance that Venture will continue to be able to obtain such new business. D. PROPERTIES Venture's executive offices are located in Sterling Heights, Michigan, and Venture operates 47 facilities throughout the world. Venture's operations in the United States and Canada occupy approximately 3,519,702 square feet (approximately 1,878,500 square feet of which represents leased facilities) in facilities located in Michigan, Kentucky, New Hampshire, Ohio, Indiana and Ontario, Canada. Its operations outside of the United States and Canada occupy 1,419,977 square feet (242,435 square feet of which represents leased facilities) in facilities located in Czech Republic, France, Hungary, Netherlands and the United Kingdom.(9) The utilization and capacity of Venture's facilities fluctuates based upon current economics, customer demands and the mix of components it produces and the vehicle models for which it is producing the components. Venture believes that substantially all of its property and equipment is in good condition and that it has sufficient capacity to meet its current manufacturing and distribution needs through the 2005 model year. -------------- (9) These figures do not include facilities which are subject to the German Insolvency Proceedings. 27 A list of Venture's major facilities is set forth on Exhibit C attached hereto. E. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEBTORS Ray C. Campbell, John C. Stiska, Joseph Day, J. Michael Moore and E. Talbot Briddell serve on the Board of Managers of Venture. Ray C. Campbell, John C. Stiska, Joseph Day and J. Michael Moore are the directors of each Domestic Subsidiary(10). Dr. John Goode is a former manager of Venture and a director of each Domestic Subsidiary, having resigned in October 2003. Larry J. Winget resigned effective May 13, 2004 as a director or manager of each Domestic Subsidiary, subject to a separation agreement for which the Debtors will seek Court approval. If the Plan is confirmed, the Board of Venture Delaware will initially be seven managers. Holders of Common Membership Interests will designate three directors, one of whom will be Mr. Winget, who will act as Chairman of the Board. To the extent that the Creditors' Warrant is exercised, and to the extent of dilution as a result of the Warrant Valuation Procedures, the identities of the directors designated by the Holders of Common Membership Interests may change. The Holders of Preferred Membership Interests will have three representatives on the Board. The Chief Executive Officer of Venture Delaware will also serve on the Board. With the exception of Larry Winget and the Chief Executive Officer, all of the directors will be non-employee directors and will be designated as "independent" directors (or managers, as the case may be), as such term is defined by the rules of the NASDAQ National Market, as amended from time to time. SEE SECTION IX - "IMPLEMENTATION OF THE PLAN - Means for Execution of the Plan - Corporate Governance" for more details. The current executive officers of the Debtors are as follows(11): Horst Geldmacher CEO-Designate of Venture and CEO of European Operations. Venture is seeking authorization from the federal government to employ Mr. Geldmacher, a foreign national, as its Chief Executive Officer. William Hofmann Chief Operating Officer Kenneth Anderson Chief Financial Officer Conway MacKenzie & Dunleavy Chief Restructuring Officer David Barnes Vice President and General Counsel ----------------- (10) Experience Management LLC is a limited liability company, but has a board of managers similar to a board of directors of a corporation. (11) James E. Butler, Jr. resigned his position as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Venture and each of the Domestic Subsidiaries on or about November 19, 2003. As of the date of this Disclosure Statement, his positions as Executive Vice President and Treasurer have not been filled. 28 Venture, with the agreement of the Steering Committee and Winget, as required by the Contribution Agreement, is taking steps to seek authorization from the federal government to employ Mr. Geldmacher in the United States as its Chief Executive Officer. As part of this proceeding, Venture has gathered some of the necessary documentation and is in the process of gathering other information to support a temporary employment authorization petition to the United States Citizenship and Immigration Services. The employment of Mr. Geldmacher is also a requirement under the Debtors' DIP Facility. See Section VII -- "SIGNIFICANT POST-PETITION ACTIONS -- Debtor-in-Possession Financing." Further information with respect to the officers and directors of the Debtors is provided in Section F below. F. THE PRINCIPALS OF THE DEBTORS 1. BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS KENNETH E. ANDERSON - age 60, was appointed Chief Financial Officer of Venture in November 2003. Mr. Anderson most recently served as Executive Vice President of Finance, Administration and Procurement of Freudenberg-NOK until his recent planned retirement. Prior to joining Freudenberg-NOK in 1989, Mr. Anderson served as Vice President of Finance for Dexter Corp.'s Specialty Materials and Engineered Plastics Group from 1984-1989. Prior thereto, Mr. Anderson's positions included Vice President of Finance and Treasurer of Grinnell Fire Protection Systems, Corporate Controller at Brown & Sharpe Manufacturing Company, and as an audit manager at Coopers & Lybrand. Mr. Anderson currently serves as a member of the Financial Executive Institute, the American Institute of Certified Public Accountants, the Director Advisory Board of Peterson Spring Company, the Automotive Best Practices Advisory Council and the Board of Directors of the German American Chamber of Commerce. Mr. Anderson was named a finalist in 2000 for CFO Magazine's Excellence Award for Best Practices in Finance and Risk Management. DAVID BARNES - In January, 2004, Mr. Barnes was appointed General Counsel and Vice President of Venture Holdings. Prior to joining the company, he was Of Counsel to the law firm Dykema Gossett (Detroit) from November 2001 to January 2004. Prior to joining Dykema Gossett, Mr. Barnes was e-Commerce Business Development Manager for Ford Motor Company from May 2000 to November 2001, and prior to that, he was a partner in the Detroit law firm Honigman Miller Schwartz and Cohn, where he worked from September 1995 to May 2000. Mr. Barnes has also held various positions in sales, finance and business development with both Hewlett-Packard Company and Titan Computer Systems. He received his Juris Doctor (summa cum laude) from the Detroit College of Law in June 1995. He also holds a Master of Business Administration (Finance) and Master of Arts (Economics) from Indiana University and a Bachelor of Science (Mathematics) from Purdue University. E. TALBOT BRIDDELL - Independent Manager or Director of each of the Debtors. Mr. Briddell was appointed as a manager and director of the Debtors as of November 7, 2003. 29 Mr. Briddell is the President and founder of Phoenix Management Services, Inc. and the founder of Phoenix Capital Resources. Mr. Briddell served as Chairman and CEO of Unicapital Corporation from July 2000 until March 2002 and as Chairman and CEO of Central Sprinkler Corporation from July 1998 until September 1999. Prior to serving in such capacities, Mr. Briddell served as CEO of Philadelphia Gas Works, and before that as President of Sun Carriers (a subsidiary of Sun Oil Company). Mr. Briddell's professional affiliations have also included serving as Chairman of the Board of Child Psychiatry Center in Philadelphia, Lloyds Electronics and First Stop (a manufacturer of brake parts), and as a director of St. Christopher's Hospital for Children, Peers & Company and the University of Pennsylvania's College of Engineering and Applied Science. Mr. Briddell is currently a member of the Turnaround Management Association and the American Institute of Chemical Engineers. RAY C. CAMPBELL - age 61, Independent Manager or Director of each of the Debtors. Mr. Campbell was appointed as a manager and director of the Debtors in November 2002. Mr. Campbell, former Vice President of Global Purchasing for Delphi Automotive Systems and a member of the Delphi Strategy Board, retired from Delphi in April 2002. He also served as Executive Director of Worldwide Purchasing for Delphi. Before joining Delphi, Mr. Campbell held various management positions at General Motors, including Executive Director of Worldwide Purchasing, strategic and metallic activities and Worldwide Purchasing, Quality/Supplier Development. JOSEPH DAY - age 58, Manager or Director of each of the Debtors. Mr. Day was appointed as a manager and director of the Debtors in January, 2003. Mr. Day replaced Winget as Chief Executive Officer of the Debtors in March 2003 and resigned for personal reasons on June 1, 2003. Mr. Day, former Chairman and Chief Executive Officer of Freudenberg-NOK G.P., retired from that position in October 2002. Mr. Day joined Freudenberg-NOK with the company's formation in 1989 as President and Chief Executive Officer. Before joining Freudenberg-NOK, Mr. Day worked for Dexter Corp. in various management capacities and General Electric's Plastics Business Group. Mr. Day is an active member of many local business organizations. He was the founding Chairman and is presently an Executive Committee member of the Original Equipment Suppliers Association, a member of the CEO Exchange, and a member of the Board of Trustees of Beaumont Hospital. In the past five years, Mr. Day has also been on the Boards of Directors of Wiremold Company, Applied Extrusion Technologies and ASC, Inc. From 1984 to 2000, Mr. Day was Chairman of the Executive Committee of Wiremold Company. HORST GELDMACHER - Age 55, CEO-designate of Venture and CEO of European Operations. Venture is seeking authorization from the federal government to employ Mr. Geldmacher in the United States as Chief Executive Officer of Venture. Prior to his appointment, Mr. Geldmacher served in several capacities at Dexter Corp., a global specialty materials supplier. Mr. Geldmacher joined the sales and marketing department of Dexter in 1982, and subsequently progressed within Dexter to General Manager (1986), Senior Vice President of International Operations and Overseas Business 30 Development (1987), President of Dexter Europe (1990) and Corporate Vice President (1993). WILLIAM G. HOFMANN - Chief Operating Officer and Vice President of Engineering of Venture. Vice President of Venture's Interior Business Unit. Former Vice President of Customer Business Teams and Program Manager- General Motors Large Luxury Division Products. Former Engineering Group Manager-Instrument Panels, Consoles, Steering Wheels and Columns, and Airbag Development for General Motors. J. MICHAEL MOORE - Independent Manager or Director of each of the Debtors. Mr. Moore was appointed as a manager and director of the Debtors in December, 2002. Mr. Moore is currently a member of the Boards of Directors of Applied Industrial Technologies, Inc., R.L. Polk & Co., The Stroh Companies, Inc. and Grace Hospital, where he had been the chairman. Mr. Moore also served as a member of the Board of Advisors of Robertson Brothers Group. Mr. Moore began his career with Detroit Ball Bearing Company in 1968 and moved through the ranks from Advertising-Marketing Coordinator to Assistant Vice President (1972), to Vice President (1977) then to President and Chief Executive Officer (1981). Mr. Moore is also the former Chairman of the Board of Directors of Invetech Company, where he is also the former CEO, Distribution Research & Education Foundation and American Society of Employers, and the former Chairman of Detroit Branch of the Federal Reserve Bank of Chicago and Policyholders Review Committee of Northern Mutual Life Insurance Company. JOHN C. STISKA - Independent Manager or Director of each of the Debtors. Mr. Stiska was appointed as a manager and director of the Debtors in December 2002. For the past three years, Mr. Stiska has served, and continues to serve, as a member of the Board of Directors of JNI Corporation. From May through September 2002, Mr. Stiska was the Interim President and Chief Executive Officer of the JNI Corporation. During the past three years Mr. Stiska also served on the Board of Directors of two other public companies, Websense, Inc. and Verado Holdings, Inc. (formerly FirstWorld Communications, Inc.), which filed for chapter 11 bankruptcy in 2001 and has since sold its assets and gone out of business. Currently, Verado Holdings, Inc. and JNI Corporation are each defendants in shareholder class action suits. 2. COMPENSATION OF THE PRINCIPALS OF THE DEBTORS a. ANNUAL COMPENSATION The following chart sets forth the annual salaries for 2004 of the principals of the Debtors: Larry J. Winget, Principal(12) $600,000 Horst Geldmacher, CEO-designate of Venture and CEO of European Operations $550,000
--------------- (12) Larry J. Winget has no executive powers. 31 William G. Hofmann, Chief Operating Officer and Vice President $275,028 of Engineering of Venture. Vice President of Venture's Interior Business Unit Conway MacKenzie & Dunleavy, Chief Restructuring Officer ("CRO") CMD is paid hourly fees for its services. Ken Anderson, Chief Financial Officer $400,000 David Barnes, General Counsel $275,000
In addition, each officer other than the CRO, received a 401(k) match, term life insurance benefits, other medical and health benefits and certain other personal benefits. Mr. Winget has his own reverse split dollar life insurance policy. Venture is the beneficiary on such policy, pays all premiums and is entitled to receive the $20.0 million benefit in the event of Mr. Winget's death. However, Mr. Winget has the right to designate the distribution of the cash surrender value (currently approximately $.5 million) and may, prior to his death, surrender the policy in cancellation thereof and receive the benefit of the cash surrender value. b. DIRECTOR COMPENSATION The Debtors do not pay fees to their employee directors. The Debtors pay Mr. Campbell, Mr. Moore, Mr. Day, Mr. Stiska and Mr. Briddell (and paid Dr. Goode prior to his resignation) as non-employee directors, $30,000 quarterly, plus reimbursements for out-of-pocket expenses, and special fees of $2,500 per day for additional services (such as trips overseas) rendered in their capacity as directors. For the period of time that Mr. Day was an employee director, he did not receive fees for director services. 3. LEGAL RELATIONSHIPS OF WINGET TO THE DEBTORS Venture maintains business relationships and engages in certain transactions with Winget and certain companies owned or controlled by him (each a "Winget Affiliate" and collectively, the "Winget Affiliates") along with other family members of Winget, as outlined below. If the Plan is confirmed and the Contribution Agreement closes, some of the Winget Affiliates are Transferred Winget Entities or contain Transferred Assets that will be contributed to the Debtors pursuant to the Contribution Agreement in accordance with the Plan. The transactions among Venture and the Winget Affiliates include leases of real estate, usage of machinery, equipment and facilities, purchases and sales of inventory, performance of manufacturing related and administrative services (including design work and tooling), insurance activities, and payment and receipt of sales commissions. Certain of these transactions originated as early as 1990. The Debtors believe, based upon the investigations performed by Doeren Mayhew, the Debtors' forensic accountants, that with respect to many of Venture's business relationships and transactions with the Winget Affiliates, the Debtors did not receive fair 32 value and/or such business relationships and transactions with the Winget Affiliates were negotiated on terms less favorable than Venture would have received from a non-related third party. See Section VI -- "Causes of Action -- Claims v. Winget and the Winget Affiliates." Winget and the Winget Affiliates dispute these claims and have hired Huron Consulting to conduct an investigation. In connection with a Subordination Agreement dated as of June 27, 2002, Winget and certain of the Winget Affiliates(13) (the "Subordinated Creditors") agreed to subordinate three months of payments due from the Debtors to the Subordinated Creditors relating to sales commissions, real estate and equipment usage and rental fees to the obligations under the Existing Bank Facility. The subordinated amounts, as well as certain additional amounts owing from the Debtors to certain of the Transferred Winget Entities, remain unpaid and will be forgiven by the Transferred Winget Entities if the Plan is confirmed and consummated, although the Transferred Winget Entities may raise such unpaid amounts as defenses in connection with the litigation and/or valuation of the Extinguished Actions and the Winget Actions. In addition, in connection with a Sixth Amendment to Credit Agreement dated June 27, 2002, Winget, the Subordinated Creditors and Deluxe Pattern Corporation agreed to guarantee for the benefit of the Pre-Petition Lenders (a) increases in the principal of Venture's revolving borrowings under the Existing Bank Facility between July 2, 2002 and September 1, 2002, plus interest, and (b) interest paid to the holders of the Old Notes between July 2, 2002 and September 1, 2002 (collectively, the "Guaranteed Obligations"). The Guaranteed Obligations were secured by blanket personal property pledges on the assets of certain of the Subordinated Creditors and Winget in an amount not to exceed $33.0 million. In connection with the Eighth Amendment (as also referred to in SECTION III - "BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF BANKRUPTCY PROCEEDINGS" and SECTION V - "THE DEBTORS' DEBT OBLIGATIONS - Existing Bank Facility"), the following Winget Affiliates executed secured guarantees of the obligations of Venture under the Existing Bank Facility: Venture Heavy Machinery Limited Liability Company, Venture Equipment Acquisition Company, Venture Real Estate Acquisition Company, Realven Corporation, Deluxe Pattern Corporation, Venture Real Estate, Inc., Venture Automotive Corp., Farm & Country Real Estate Company and Patent Holding Company (collectively, the "Multiparty Guarantors"); Venture Sales and Engineering Corp. ("VSE"); P.I.M. Management Company ("P.I.M."); and -------------- (13) Venture Heavy Machinery Limited Liability Company, Venture Equipment Acquisition Company, Venture Real Estate Acquisition Company and Realven Corporation. 33 Venco #1 L.L.C. ("Venco" and with the Multiparty Guarantors, VSE and P.I.M., the "Affiliate Guarantors"). The Multiparty Guarantors guaranteed on an absolute and unconditional basis all obligations under the Existing Bank Facility. The Multiparty Guarantors secured their guarantee obligations by granting to the Pre-Petition Agent, for the benefit of the Pre-Petition Lenders, security interests in and liens upon, substantially all of the assets of each Multiparty Guarantor. Exhibit I to this Disclosure Statement contains detail on collateral pledged by each Multiparty Guarantor. VSE guaranteed on an absolute and unconditional basis all obligations under the Existing Bank Facility. VSE secured its guarantee obligations by granting to the Pre-Petition Agent, for the benefit of the Pre-Petition Lenders, security interests in and liens upon its sales commission agreements with Vemco, Inc., Venture Holdings Corporation and Venture Industries Corporation. Venco and P.I.M. guaranteed all obligations under the Existing Bank Facility. The Venco and P.I.M. guarantees are guarantees of collection only. P.I.M.'s obligations under its guaranty are limited to 65% of its ownership interest in Venture Asia Pacific (PTY) Ltd. ("Venture Asia") and Venture Holdings BV (the holding company for Venture Otto South Africa (Pty) Ltd.) and Venco's obligations under its guaranty are limited to 65% of its ownership interest in Venture Asia. The P.I.M. and Venco guarantees are extinguished if the Pre-Petition Agent receives for application against the obligations outstanding under the Existing Bank Facility (a) $50,000,000 from the sale or financing of Winget's Australian or South African operations or from Winget or (b) $250,000,000 from the sale of all or part of the Peguform business. Winget also guaranteed on a basis limited to the related equity pledge all obligations under the Existing Bank Facility. Winget secured his guarantee obligations by pledging 100% of his ownership interests in the Multiparty Guarantors, and subject to certain limitations P.I.M. and Venco. The pledges may be satisfied in the event the Pre-Petition Agent receives for application against the obligations outstanding under the Existing Bank Facility (a) $50,000,000 from the sale or financing of Winget's Australia or South African operations or (b) $250,000,000 from the sale of all or part of the Peguform business. For additional information, SEE EXHIBIT I- SUMMARY OF LIENS OF PRE-PETITION LENDERS ON ALL WINGET ASSETS. Also in connection with the Eighth Amendment, the Multiparty Guarantors, VSE and Winget agreed to subordinate certain payments due from the Debtors relating to sales commissions, real estate and equipment usage and rental fees to the obligors under the Existing Bank Facility. On a combined basis, those which have accrued and are unpaid rental and usage fees (including the subordinated amounts), exceed $32 million as of December 31, 2002. These amounts continue to accrue, except that the sales and 34 management services contract with VSE has been rejected by the Debtors, and Venture Real Estate Acquisition agreed to no usage fee for the Masonic facility, other than payment of expenses, until the earlier of the Closing Date or Termination Date under the Contribution Agreement. These amounts may be considered in connection with the Warrant Valuation Procedures or through the Winget Actions, as applicable. Below is a brief description of certain Winget Affiliates, including significant related party transactions with such affiliates, some of which have existed since before 1990. It should be noted that pursuant to the Contribution Agreement, Winget has agreed to contribute substantially all of the assets of certain Winget Affiliates utilized by Venture in the conduct of its business upon the Effective Date, to Venture Delaware. SEE SECTION IX - "IMPLEMENTATION OF THE PLAN - Means for Execution of the Plan - Contribution of Assets." The Transferred Winget Entities are noted below with a double asterisk. Those entities that are both Transferred Winget Entities and which are Affiliate Guarantors are noted below with a triple asterisk. The amounts indicated below are estimated as of as of the dates indicated. A schedule of related party balances, which include prepayments made to certain Winget Affiliates, is attached as Exhibit D. Other than Patent Holding Company, M&M Flow Through Systems, LLC, Supercart Venture Pty., Ltd., and VIC Management, LLC, the affiliates below are defendants in the various litigation brought by the Debtors. SEE SECTION VI. - "CAUSES OF ACTION." 1. Deluxe Pattern Corporation*** ("Deluxe") (wholly owned by Winget) - Provides the Debtors with design, tooling, prototype, and fixture work. In 2002, the Debtors were charged an aggregate of $16.6 million under this arrangement and expensed $50.1 million as part of cost of product sold when tooling was completed and sold to outside customers. At December 31, 2002, $13.6 million of progress payments remain in tool and mold inventory as the tools are not complete. Deluxe bought an aggregate of $0.2 million of labor and materials from the Debtors. The Debtors believe that Deluxe currently owes Venture at least the sum of approximately $101.8 million, primarily due to Venture's funding expenses of Deluxe.(14) In turn, Venture collects cash on behalf of Deluxe and applies the cash to the outstanding balance owed by Deluxe to the Debtors. The balance owed by Deluxe to Venture should be paid over time as Venture receives payments from customers during the production cycle of related parts, in addition to payments from Venture's customers for tooling work performed by Deluxe. Venture is obligated to pay Deluxe a percentage of the piece price for each part manufactured by Venture for the duration of that part's production, reflecting design work previously completed by Deluxe on those programs. This obligation would have the effect of off-setting amounts owed to Venture by Deluxe. 2. Venture Real Estate, Inc.*** ("VRE") (wholly owned by Winget) - Leases three buildings to the Debtors. The leases are terminable by VRE upon default by the -------------- (14) Debtors have continued to provide funding to Deluxe post-petition pursuant to approval of the Bankruptcy Court. 35 respective lessee. The monthly rent for each of the leases in 2002 and 2003 is approximately $13,890, $14,410 and $21,350, respectively. Venture Mold & Engineering and Venture Industries Corporation paid VRE approximately $0.1 million in 2002. No rent has been paid to VRE since May 2002. The amount accrued through September 2003 is approximately $0.9 million. 3. Realven Corporation*** ("Realven") (wholly owned by Larry Winget and his wife) - Leases the machinery and equipment located at the Harper facility to Venture Industries Corporation on a month-to-month basis. Either party may terminate the agreement if the other party breaches the agreement. Realven has the right to terminate Venture Industries Corporation's rights under the lease if it fails to use the equipment for at least 30 days in any 60 day consecutive period and fails to pay Realven a certain amount for such period. Additionally, Realven may terminate the agreement if an event of default, as set forth in the agreement, occurs. The monthly usage fee for 2002 and 2003 is approximately $58,867. Venture Industries Corporation paid Realven $0.3 million in 2002. No usage fees have been paid to Realven since May 2002. 4. Venture Heavy Machinery Limited Liability Company*** ("Venture Heavy Machinery") (wholly owned by Winget) - Allows Venture, Vemco, Inc. and Venture Industries Corporation to use molding machines pursuant to usage agreements. Any party may terminate the agreements if the other party breaches the agreement. Venture Heavy Machinery has the right to terminate the user's right under the agreement if it fails to use the equipment for at least 30 days in any 60 day consecutive period and fails to pay Venture Heavy Machinery a certain amount for such period. Additionally, Venture Heavy Machinery may terminate the agreement upon the occurrence of an event of default, as set forth in the agreement, occurs. The monthly usage fees for 2002 and 2003 under the agreements range from $3,133 to $119,133. Venture and Venture Industries Corporation paid Venture Heavy Machinery $2.2 million in 2002. 5. Venture Real Estate Acquisition Company*** ("VREA") and Venture Equipment Acquisition Company*** ("VEAC") (each wholly owned by Winget) - Each have usage agreements with Venture Industries Corporation for an injection molding facility and the machinery and equipment in the facility. The monthly rent for these agreements for 2002 and 2003 is approximately $85,500 and $24,800, respectively. VREA also leases a small administration facility to Venture Industries. The monthly rent for such agreement for 2002 and 2003 is approximately $5,400. VREA has the right to terminate each agreement if the Old Notes are fully paid, if Venture Industries fails to use the property for at least 30 days in any 60 day consecutive period and fails to pay VREA a certain amount for such period, or if an event of default, as set forth in each agreement, occurs. During 2002, Venture paid these entities an aggregate of $0.6 million. No usage fees have been paid to either entity since June 2002. Post-petition, as part of the Contribution Agreement, Debtors negotiated new leases with VREA and VEAC which are being held in escrow under the Contribution Agreement. Under the Contribution Agreement, VREA agreed to no usage fee for the Masonic facility, other than payment of expenses, until the earlier of the Closing Date or Termination Date under the Contribution Agreement. SEE SECTION IX "IMPLEMENTATION OF THE PLAN." 36 6. Venture Automotive Corp.*** ("Venture Automotive") (wholly owned by Winget) - Leases a warehouse building to Vemco, Inc. for its Grand Blanc, Michigan facility. Either party may terminate the agreement for breach by the other party. Venture Automotive has the right to terminate the agreement if Vemco, Inc. fails to use the property for at least 30 days in any 60 day consecutive period and fails to pay Venture Automotive a certain amount for such period, or if an event of default, as set forth in the agreement, occurs. The monthly rent for 2002 and 2003 is approximately $167,100. Vemco, Inc. paid Venture Automotive $1.4 million in rent in 2002. No rent has been paid to Venture Automotive since December 2002. 7. Farm and Country Real Estate Company*** ("Farm and Country") (wholly owned by Winget) - Leases to Vemco, Inc. approximately 84 acres of undeveloped land adjacent to its Grand Blanc, Michigan facility for buffering adjacent land. The monthly rent for 2002 and 2003 is approximately $16,100. Rent paid in 2002 was $0.1 million. No rent has been paid to Farm and Country Real Estate Company since May 2002. 8. Patent Holding Company*** ("Patent Holding") (wholly owned by Winget) - Granted non-exclusive, royalty free licenses to Venture Industries Corporation, Vemco, Inc., Venture Mold & Engineering Corporation, Venture Industries Canada, Ltd., Vemco Leasing, Inc., Venture Leasing Company, Venture Service Company, Venture and the Winget Trust for certain patents issued under applications filed by Winget, as assignee. Both the patent license and the technology license are perpetual and allow the Venture entities to continue to use the patents and technology, respectively, but require payment of a reasonable royalty if Winget no longer owns 80% of Venture. Winget and certain affiliated companies also generally permit Venture Industries Corporation, Vemco, Inc., Venture Mold & Engineering Corporation, Venture Industries Canada, Ltd., Vemco Leasing, Inc., Venture Leasing Company, Venture Service Company, Venture and the Winget Trust to utilize proprietary technologies or processes royalty-free, which are developed by Deluxe and other affiliated companies. 9. Harper Properties of Clinton Township Limited Partnership ("Harper Properties") (the general partners are as follows: the living trust of Larry Winget owns .05%, the living trust of Mrs. Winget owns approximately 65%, and an affiliated company owns .05%, and the limited partners are as follows: members of Larry Winget's family, and A. James Schutz and Michael G. Torakis, former executive officers of Venture, each limited partner sharing equally in the balance (each owns 5%)). - Leases the Harper facility to Venture Industries Corporation. Prior to the Contribution Agreement, the lease was on a month-to-month basis and could be terminated by either party by providing at least 30 days prior notice. Since the end of the initial term of the lease, until the Contribution Agreement, the monthly rent has been determined by the rent during the final period of the initial term and the consumer price index, and has been approximately $167,583 per month in 2002 and 2003. Venture Industries Corporation paid Harper Properties $2.7 million in 2002. Post-petition, as part of the Contribution Agreement, Debtors negotiated a new lease with Harper Properties which is being held in escrow under the Contribution Agreement. SEE SECTION IX - "IMPLEMENTATION OF THE PLAN." Also, as part of the Contribution Agreement, Harper Properties agreed 37 to an initial lease rate of $100,000 per month (with expenses paid by the Debtors), subject to adjustment when the fair market value rent is determined pursuant to the Contribution Agreement. 10. Venture Otto South Africa (Pty) Ltd.*** ("Venture South Africa") (indirectly wholly owned by Winget) - From 1997 to 1999, Venture Service Company advanced $5.5 million to Venture South Africa for, among other things, capital expenditures, which were repaid. In 2001, Peguform sold a total of $33.1 million of raw materials to Venture South Africa, which materials were paid for at various times. There is currently a dispute regarding the precise balance owed. Venture South Africa's recent settlement with Peguform reflects an undisputed balance of 7.4 million Euros (which has been paid by Venture South Africa) with the remaining balance of approximately 3.6 million Euros claimed by Peguform remaining in dispute. 11. Venture Industries Australia Pty. Ltd.*** ("VIA") (indirectly wholly owned by Winget) - Venture Industries Corporation and/or Venture Service Corporation charged VIA for expenditures made on its behalf and various fees in connection with management and product launch costs. Various Debtors have made advances to VIA and performed tool building and design work. Debtors believe that at December 31, 2002, VIA owed Venture Service Company approximately $18.5 million, which is being repaid under a repayment agreement entered into in June 2002 that calls for the full repayment of those obligations in quarterly installments through December 31, 2005. 12. Nova Industries, Inc. ("Nova") and Windall Industries ("Windall") (the controlling interest of Nova is owned by Windall Industries, which is 51% owned by Winget and 49% owned by Mr. A. James Schutz, who is a former director of certain of the Debtors, - Supply Venture Industries Corporation and Vemco, Inc. with certain small parts or components of large assemblies sold to customers. Venture Industries Corporation purchased parts from Nova worth $3.1 million in 2002 pursuant to purchase orders. Venture Industries Corporation provides Nova with raw materials at cost. Nova purchased from Venture $0.1 million in 2002. Venture Holdings Corporation owes Nova about $2.1 million. Venture Mold and Engineering paid Windall Industries rental fees of $0.1 million in 2002 for use of the Almont facility owned by Windall Industries. The monthly rent for that facility is $6,900. Windall is owed approximately $42,000 in rent through September 2003. 13. Venture Sales and Engineering ("VS&E") (wholly owned by Winget) - Provides sales and management services for Vemco, Inc., Venture Industries Corporation and Venture Corporation, each of which paid a sales commission to VS&E of 3% on all North American production sales. The monthly commissions under these agreements, which varies since it is based on 3% of sales, is estimated to be $1.3 million in 2002 and $1.2 million in 2003. Vemco, Inc., Venture Industries Corporation and Venture Corporation paid VS&E a total of $3.3 million in 2002. Pursuant to agreements entered into in 2000 and 2001, VS&E agreed to forego approximately $2.6 million and $4.6 million in sales commissions, respectively. Also, in exchange for forgiveness of $4.6 million of commissions in 2001, Vemco, Inc., Venture Industries Corporation and Venture Corporation agreed to prepay one year's sales commission and rental and usage 38 fees to VS&E by offsetting receivables owed by VS&E and other affiliates. The Debtors and VS&E entered into a stipulated order rejecting the Debtors' contracts with VS&E that was entered by the Court on February 9, 2004. 14. Shelby American, Inc.*** ("Shelby American") (75% owned by Venture Nevada, Inc., which is wholly owned by Winget) - Venture Mold & Engineering Corporation deposited approximately $26.0 million ($13.0 million for each of the years ended December 31, 1999 and 2000) toward the purchase of vehicles to be produced by Shelby American and resold to third parties. Pursuant to the promissory note associated with this arrangement, Shelby American was required to remit so-called "Progress Payments" to Venture Mold & Engineering Corporation after each sale. As of the date of this Disclosure Statement, Venture Mold & Engineering Corporation had not received any Progress Payments, and recorded an impairment charge of $14.0 million in the fourth quarter of 2001, and $12.0 million in the third quarter of 2002. Carroll Shelby, the former owner of Shelby American recently filed a complaint to appoint a receiver for Shelby American in Nevada. As grounds for the receiver, Carroll Shelby alleges internal disagreement with the majority shareholder, Venture Nevada, Inc. and Winget, which has led to undercapitalization and mismanagement of Shelby American. Shelby American, Venture Nevada, Inc. and Venture Mold & Engineering Corporation are presently considering its response to the Complaint. 15. M&M Flow Through Systems, LLC and Linden Creek ("M&M") (owned by Winget's son, Matt Winget) - Reworks and assists in reclaiming defective product through purchase orders. The Debtors paid M&M $4.9 million in 2002. 16. Supercart Venture Pty., Ltd. ("Supercart") (Winget holds a 36% interest; third parties hold a 64% interest) - Manufactures and sells plastic shipping carts, primarily in South Africa. The Debtors designed and built tooling at a cost of approximately $782,000 for Supercart pursuant to purchase orders which amortized the cost of the tooling in the price of products sold. The Debtors own or hold a security interest in the molds. The Debtors have a supply contract to supply shopping carts to Supercart if Supercart obtains orders large enough to be measurably valuable to the Debtors. 17. Universal Plastics Industries, Inc. d/b/a UV Automotive Group ("UVA") (Venture Universal, LLC holds a 45% interest; two third parties hold a 55% interest) - Provided certain plastic manufacturing and sub-assembly operations to Venture Industries Corporation, and purchased from Venture Industries Corporation certain raw materials as needed in their manufacturing operations pursuant to purchase orders. In 2002, Venture Industries Corporation made purchases from UVA of $5.5 million, and had raw material sales of $0.2 million. UVA lost about $1.0 million per year for each of the last four years. UVA has asserted a pre-petition claim against the Debtors in the amount of $102,562, filed a proof of claim asserting a total claim of approximately $1,390,816 and a right of set-off in the amount of approximately $1,026,124. Debtors believe that on a net basis, UVA owes $0.3 million to Debtors. UVA made deliveries to Debtors as recently as November, 2003. 39 18. Pompo Insurance & Indemnity Company Ltd. ("Pompo") (Barbados corporation indirectly wholly owned by Winget) - Provides the Debtors insurance to cover certain employee medical and workers compensation claims. The aggregate limit for losses under the workers' compensation and employer's liability indemnity policy is $2,345,000. The aggregate limit of liability under the excess medical reimbursement policy is $2.0 Million. The aggregate limit of liability under the specific excess medical reimbursement policy is $865,000. The Debtors receive a premium credit for the excess of premiums paid by them over settlement amounts paid by Pompo. In 2002, the Debtors were charged by Pompo $1,900,000 in premiums but utilized premium credits of $900,000, resulting in a reduced cash payment of approximately $1,000,000. The Debtors have engaged in settlement discussions with Pompo. As of the date of this Disclosure Statement, a settlement has not been reached. 19. Acropolis Resort (owned by Winget and his wife) - Leased by Venture Industries Corporation, Venture Mold & Engineering, Vemco, Inc., Deluxe Pattern Company and Venture Automotive Corporation from time to time for use by their employees. Venture paid Acropolis approximately $100,000 in 2002 for room usage. 20. VIC Management, LLC ("VIC") (wholly owned, indirectly, by Winget) - In 1995, entered into an agreement, along with Venture Industries Corporation and certain of its affiliates, guaranteeing up to $3.5 million of the obligations of Atlantic Automotive Components, LLC to RIC Management Corp. to facilitate VIC's acquisition of RIC Management's minority interest in Atlantic Automotive. Deluxe agreed to fully indemnify Venture Industries Corporation, Venture Mold & Engineering, Venture Industries Canada, Ltd., Vemco, Inc., Vemco Leasing, Inc., Venture Leasing Company, and Venture Service Company for all amounts paid under the guarantee. The guarantee has been reduced to about $1.2 million and the underlying loan is scheduled to be repaid off in 2004. Therefore, Venture's obligations pursuant to the guarantee are contingent and unliquidated. 21. Modas LLC (67% owned by Winget, through Venture-Modas LLC) - Provides shipping containers, the maintenance of such, and transportation to Venture pursuant to purchase orders. In 2002, Modas LLC had revenue of about $2.0 million from Venture, at competitive rates and after meeting GM's target price (where applicable). The Debtors are not currently doing business with Modas LLC. 22. Golf Course Services, LLC - In 1999, Venture acquired a number of corporate and non-resident golf licenses, for an aggregate refundable license fee of approximately $1.5 million, for certain of its employees in a golf club wholly owned by companies controlled by Winget. The licenses are terminable by the club for any reason. The Debtors reimburse designated employees' annual membership dues and other costs of approximately $0.3 million. The purpose of the membership and dues payments is to facilitate entertainment of customers and other business partners. Venture has ceased to fund membership dues for employees and is seeking to terminate an unspecified number of such memberships. 40 23. Shefco (100% indirectly owned by Matt Winget, a son of Winget) - Provides perishable factory and janitorial supplies to Venture's plants pursuant to purchase orders which were benchmarked for competitiveness against other unrelated suppliers. In 2002, Shefco had approximately $2.0 million in revenue from Venture. 24. Winget Construction Services, L.L.C. ("Winget Construction") provided construction services to several Venture affiliates for improvements to Venture plants located in Ohio and Indiana. In addition to payments for services rendered, Venture has made approximately 48 monthly payments to Winget Construction, each in the amount of $6,000. Such payments appear to be solely for Brian Winget to be "on-call" for services. The Debtors believe that such payments are not arms-length transactions as such a fee is not standard industry practice, and have filed an adversary proceeding against Winget Construction for such fees. V. THE DEBTORS' DEBT OBLIGATIONS The Debtors' operations have been financed primarily by Venture's borrowings under the Existing Bank Facility (as defined below), which includes a revolving credit facility (approximately $175.0 million) and three term loans (aggregating approximately $255.3 million). Under the Existing Bank Facility, Venture advanced borrowed funds to the Domestic Subsidiaries and certain of the Foreign Affiliates to provide working capital and funds for acquisitions, in particular, the acquisition of Peguform. Venture also used the capital markets to finance acquisitions and on-going operations and has outstanding indebtedness under the three series of Old Notes in the aggregate principal amount of $455.0 million. The Domestic Subsidiaries are either issuers or guarantors of the Old Notes. A. EXISTING BANK FACILITY Venture, as successor borrower to the Venture Holdings Trust, is a party to the Credit Agreement dated as of May 27, 1999, as amended, with approximately 38 lenders currently (collectively, the "Pre-Petition Lenders") and Bank One, NA (formerly known as First Chicago/NBD), as Lender and Administrative Agent (the "Pre-Petition Agent"), providing for a commitment for a $175.0 million revolving credit facility, $75.0 million Term Loan A, $200.0 million Term Loan B, and $50.0 million Term Loan C (the "Existing Bank Facility"). Venture has borrowed all available amounts under the Existing Bank Facility, including the revolving credit facility which has outstanding approximately $172.0 million in principal amount, which includes the issuance of letters of credit totaling approximately $2.0 million and the Bank Pre-Petition Priority Claims of approximately $6.0 million. The outstanding principal balances of Term Loan A, Term Loan B and Term Loan C are approximately $24.5 million, $180.8 million and $49.8 million, respectively. The Existing Bank Facility was amended on June 4, 1999, June 29, 2000, March 29, 2002, May 20, 2002, June 4, 2002, June 27, 2002, August 30, 2002 and October 28, 2002. The amendments revised certain financial covenants and/or other conditions and increased the commitments. The Existing Bank Facility contains certain customary covenants, including reporting and other affirmative covenants, financial covenants, and negative covenants, as well as 41 customary events of default (including non-payment of principal, violation of covenants, and cross-defaults to certain other indebtedness, including to the Old Notes described below). Although only Venture is the borrower under the Existing Bank Facility, the affirmative and negative covenants generally are also applicable to those subsidiaries which have executed a guaranty of Venture's obligations under the Existing Bank Facility, including the other Debtors. Each of the Domestic Subsidiaries (which are each a Debtor) has guaranteed the obligations of Venture under the Existing Bank Facility. The obligations under the Existing Bank Facility and the related guarantees are secured by Liens on substantially all the assets of the Debtors, including 100% of the Capital Stock of the Domestic Subsidiaries, Venture and each first tier Foreign Subsidiary of the Domestic Subsidiaries (the "Pre-Petition Collateral").(15) In connection with the Sixth Amendment and the Eighth Amendment, the Affiliate Guarantors also guaranteed the obligations of Venture and granted Liens in their respective assets and pledges of the stock of certain of their subsidiaries to secure their guaranty obligations. Pursuant to the Eighth Amendment, the Pre-Petition Agent and the Pre-Petition Lenders waived certain existing defaults and agreed to forbear temporarily from exercising remedies available under the Existing Bank Facility and related loan documents in order to permit Venture to continue to develop and implement a restructuring plan, revised business plan and financial strategy. For additional discussion, SEE SECTION III - "BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF BANKRUPTCY PROCEEDINGS." For a discussion of the treatment of the Bank Claims, SEE SECTION VIII - "SUMMARY OF THE PLAN." B. OLD SENIOR NOTES, OLD SENIOR SUBORDINATED NOTES AND OLD NOTE INDENTURES Venture has used the capital markets to finance acquisitions and its on-going operations. As a result, Venture has outstanding indebtedness under three series of unsecured notes in the aggregate outstanding principal amount of approximately $455.0 million, consisting of (i) $205.0 million principal outstanding under the 9 1/2% Senior Notes issued pursuant to the Indenture dated as of July 1, 1997, as amended, (ii) $125.0 million principal outstanding under the 11% Senior Notes issued pursuant to the Indenture dated as of May 27, 1999, as amended (collectively, the "Old Senior Notes Indentures"), and (iii) $125.0 million principal outstanding under the 12% Subordinated Notes issued pursuant to the Indenture dated as of May 27, 1999, as amended (the "Old Subordinated Notes Indenture" and, together with the Old Senior Notes Indentures, the "Old Note Indentures"). As of the Petition Date, accrued but unpaid interest under the Old Note Indentures is approximately $38.3 million. --------------- (15) The Cash Collateral Order provides a more detailed description of the collateral, obligations and guarantors under the Existing Bank Facility. 42 The Old Subordinated Notes are subordinate to the payment of indebtedness under the Old Senior Notes, the Existing Bank Facility and other Senior Debt (as defined in the Old Subordinated Notes Indenture.) The Old Note Indentures governing the Old Notes contain certain covenants, including limitations on indebtedness, restricted payments, distributions, sales of assets, affiliate transactions and mergers and acquisitions. The covenants in the Old Note Indentures restrict Venture and its subsidiaries (other than any Unrestricted Subsidiary, as defined in the Old Note Indentures). All of the Old Notes are unsecured. Venture, Vemco, Inc., Vemco Leasing, Inc., Venture Industries Corporation, Venture Corporation, Venture Leasing Company, Venture Mold & Engineering Corporation and Venture Service Company are co-issuers (collectively, the "Co-Issuers") of the 9-1/2% Senior Notes. Experience Management LLC, Venture EU Corporation and Venture Europe, Inc. are guarantors of the obligations of Venture and the Co-Issuers with respect to the 9-1/2% Senior Notes. Venture is the issuer and each Domestic Subsidiary is a guarantor of the obligations of Venture with respect to the 11% Senior Notes and the Old Subordinated Notes. Pursuant to the terms of the Old Senior Notes Indentures and the Old Subordinated Notes Indenture, holders of the Old Senior Notes have Claims that are contractually senior to the Claims of the holders of Old Subordinated Notes. As such, the Old Subordinated Notes are subordinated to the Old Senior Notes. In recognition and settlement of claims relating to the contractual subordination of the Old Subordinated Notes to the Old Senior Notes in the Old Subordinated Notes Indenture, the holders of Old Subordinated Notes shall receive Distributions from the Creditors' Trust equal to 10% of what they would have otherwise received if the contractual subordination provisions contained in the Old Subordinated Notes Indenture were not enforced; and the remaining 90% of what they would have otherwise received if the contractual subordination provisions contained in the Old Subordinated Notes Indenture were not enforced shall be distributed to the holders of the Old Senior Notes only and not to any other holder of Class 5 Claims. Subject to the foregoing, each holder of a Class 5 Claim shall be entitled to receive in full satisfaction of such Claim its respective Pro Rata Distribution of Trust Assets from the Creditors' Trust. VI. CAUSES OF ACTION A. PREFERENCE CLAIMS On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Winget and certain Winget Affiliates, many of whom are Creditors whom Debtors allege have preference liability. In addition, Debtors are investigating whether the Debtors have any additional potential Causes of Action against Creditors for preference liability. Payments to Creditors in the 90 days prior to the Petition Date are listed in Debtors' schedules. Payments to insiders in the one year prior to the Petition Date are also listed in the Debtors' schedules. The majority of these Causes of Actions are against General Unsecured Creditors in Classes 5, 6 or 7. 43 The Debtors believe a portion of these claims will be subject to valid defenses. All preference actions will be preserved and transferred to the Creditors' Trust. Trade creditors may be defendants in further preference lawsuits. Bondholders are not likely to be defendants in preference lawsuits to the extent the bondholders did not receive preference payments. B. CLAIMS V. WINGET AND THE WINGET AFFILIATES As explained in Section IV, above, the Debtors have numerous relationships with various Winget Affiliates which are not subsidiaries of Venture and are not Debtors in the Case. These transactions include intercompany loans, leases of property, trade activities, performance of design, tooling, engineering and manufacturing related services, insurance activities, use of intellectual property, leases of real property and equipment and payment and receipt of sales commissions and management fees. During negotiations with the Holders of the Old Notes, the Holders of the Old Notes prior to the Petition Date raised concerns and allegations regarding whether any of the transactions and relationships with the Winget Affiliates give rise to viable causes of action against Winget and/or the Winget Affiliates. Debtors and their counsel have carefully analyzed these relationships and have concluded that certain theories of recovery have validity. All Causes of Action against the Transferred Winget Entities will be extinguished as to Venture Delaware and will be transferred to the Creditors' Warrant, which, when exercised, will dilute the interests of Winget in the Common Membership Interests. The benefit of the Extinguished Actions to Holders of Class 5 Claims is that such Holders may, to the extent the value of Extinguished Actions is transferred into stock, receive more value than they would if such Holders pursued litigation against the Transferred Winget Entities independently. It should be noted that, as illustrated in the chart attached as Exhibit I, which summarizes the collateral pledged by Winget and the Winget Affiliates in connection with the Eighth Amendment to the Existing Bank Facility, nine of the Transferred Winget Entities most critical to the operation of the Debtors are or may be subject to the Liens of the Pre-Petition Lenders. The Debtors and the Creditors' Committee have commenced litigation against the Transferred Winget Entities, among others, which will determine the value of the Extinguished Actions in accordance with procedures to be set by the Bankruptcy Court. All claims against Winget Affiliates that are not Transferred Winget Entities, will be contributed to the Creditors' Trust. SEE SECTION VIII - "SUMMARY OF THE PLAN." Claims between the Debtors and the Retained Entities (as defined in the Contribution Agreement), shall not be extinguished, but shall be transferred to the Creditors' Trust. Such actions may be pursued by the Trustee of the Creditors' Trust in the Bankruptcy Court in accordance with the terms of the Plan. 44 1. GENERAL DISCUSSION The following is a summary of the claims that the Debtors allegedly have and that the Debtors and the Creditors' Committee continue to investigate or pursue against Winget and the Winget Affiliates. The Debtors retained the firm of Doeren Mayhew ("DM") to conduct an extensive investigation of the relationships and transactions between the Debtors and the Winget Affiliates and Winget, and have concluded that the Winget Affiliates and Winget bear substantial liability to the Debtors' estates. This alleged liability stems from substantial transfers made by the Debtors to the Winget Affiliates and/or Winget for little or no consideration. Such transfers were made while the Debtors were under the management and control of Winget. The Debtors and the Creditors' Committee reserve the right to pursue additional claims against Winget and the Winget Affiliates as they are revealed through the discovery process. Following the general discussion of the more significant Causes of Action is a discussion of specific Causes of Action against the Transferred Winget Entities and Retained Entities that the Debtors believe have or may have validity. The Causes of Action were filed outside of the Warrant Valuation Procedures described above, and could be affected by the ultimate implementation of the Warrant Valuation Procedures. Moreover, answers have not been filed by the Defendants in the Causes of Action. As such, the Debtors have not been made aware of all the defenses, if any, that Winget and/or the Winget Affiliates may have to the Causes of Action. However, certain defenses referenced below are anticipated. Moreover, Winget and the Winget Affiliates have filed Claims in the aggregate exceeding $485 million against the Debtors. Such Claims may result in an offset against the Debtors' potential recoveries in the Causes of Action. Winget and the Winget Affiliates vigorously dispute these Causes of Action. a. POTENTIAL FRAUDULENT CONVEYANCE The Debtors and the Creditors' Committee have asserted that Venture may have made transfers of money or property to one or more of the Winget Affiliates that constitute fraudulent transfers that should be avoided pursuant to Section 544 and/or Section 548 of the Bankruptcy Code or pursuant to Michigan law. In order to sustain an assertion that a particular transfer was a fraudulent transfer under Section 544 and/or Section 548 of the Bankruptcy Code, generally, and among other things, actual intent to defraud needs to be established, or it must be established that the transfer was not made for "reasonably equivalent value" and that (i) the transfer was made at a time when the transferor was insolvent or that the transfer rendered the transferor insolvent, (ii) the transfer left the transferor with an unreasonably small capital, or (iii) the transfer was made at a time when the transferor knew or intended that it would incur debts beyond its ability to pay as they came due. The Debtors believe that Winget and the Winget Affiliates will dispute such assertions. It is expected that the Winget Affiliates will assert defenses to any fraudulent transfer claim, including arguments that, in many instances, Winget provided reasonably 45 equivalent value for the transfers or that the Debtors were not insolvent, under-capitalized or unable to pay debts as due at the time of the challenged transfers. b. SUBSTANTIVE CONSOLIDATION / ALTER EGO A second challenge made by the Debtors and the Creditors' Committee is that Venture is entitled to ownership of the Winget Affiliates on the theories of substantive consolidation or alter ego. In particular, it is urged that the separate corporate entities of Venture and certain of the Winget Affiliates should be disregarded pursuant to "alter ego" and/or "piercing of the corporate veil" theories, thereby resulting in a pooling of their assets for the benefit of all Creditors. Because the legal standards for invoking these doctrines are very similar, they are discussed in this Disclosure Statement under the description of "substantive consolidation." Generally, substantive consolidation of the estates of multiple debtors and non-debtors in a bankruptcy case effectively combines the assets and liabilities of the multiple debtors and non-debtors for certain purposes under a plan of reorganization. The effect of substantive consolidation is the pooling of the assets of, and claims against, the consolidated debtors; satisfying liabilities from a common fund; and combining the creditors of the debtors for purposes of receiving distributions under reorganization plans. The authority of a bankruptcy court to order substantive consolidation is found by most courts to be derived from its general equitable powers under Section 105(a) of the Bankruptcy Code, which provides that the court may issue orders necessary to carry out the provisions of the Bankruptcy Code. In addition, courts have found that statutory authority exists for the approval of substantive consolidation as part of a plan of reorganization under the terms of Section 1123(a)(5)(C) of the Bankruptcy Code. However, there are no statutorily prescribed standards setting forth the parameters for when substantive consolidation is appropriate. Instead, judicially developed standards control whether substantive consolidation would be granted in any given case. Thus, the propriety of substantive consolidation must be evaluated on a case by case basis, based upon the particular facts and circumstances. The extensive list of elements and factors frequently cited and relied upon by courts in determining the propriety of substantive consolidation may be viewed as variants on two critical factors, namely, (i) whether creditors dealt with the entities as a single economic unit and did not rely on their separate identity in extending credit, and (ii) whether the affairs of the debtors are so entangled that consolidation will benefit all creditors. Some courts have viewed these elements and factors as useful in deciding whether there is a substantial identity between the entities to be consolidated and whether consolidation is necessary to avoid some harm or to realize some benefit. Although the arguments as to each Winget Affiliate would be specific to that entity, in applying the foregoing principles, the Debtors and the Creditors' Committee have asserted certain arguments based upon the commonality of ownership and management of the Winget Affiliates and Venture, and certain common services provided to the Winget Affiliates and Venture. It is also true that the Winget Affiliates hold certain assets important for the operations of Venture. Moreover, in many instances, the Winget 46 Affiliates do not do business with any entities except other the Winget Affiliates and Venture. It is expected that the Winget Affiliates may assert defenses to the actions described above, in part because certain of the Winget Affiliates maintain separate cash management systems, have separate officers and directors, maintain separate financial reporting systems and have assets and liabilities and creditors that are identifiable as separate from those of Venture, particularly with respect to the Winget Affiliates located in Australia and South Africa. In addition, the Winget Affiliates will assert that the Holders of the Old Notes (and other Creditors) were aware of the Winget Affiliates and the nature of the transactions between the Winget Affiliates and Venture, and did not rely on the Winget Affiliate assets when extending credit to Venture. The offering statements pursuant to which the Old Notes were offered and the 10-K and Venture's filings under the Securities Exchange Act of 1934, as amended, described the principal terms of some or all of the transactions between Venture and the Winget Affiliates, most of which existed prior to the issuance of the Old Notes. The Creditors' Committee disputes that the transactions between Venture and the Winget Affiliates were adequately disclosed and were material misstatements and/or omissions in the above public filings. c. DEBT OWED BY AFFILIATES AND OTHERS As discussed in Section IV above, certain Winget Affiliates and other third parties owe certain monies to Venture. In the Debtors' view, these include the amounts identified in the Adversary Proceeding No. 04-4373 ("the Winget Adversary Proceeding"), indicated below in Section 3(a) and (b). In addition to the amounts indicated therein, approximately $101.8 million is owed by Deluxe to Venture. See Exhibit D attached hereto. The balance owed by Deluxe is in connection with Venture's funding of Deluxe's design work, tooling and other services performed on Venture programs and is scheduled to be repaid over time as Venture receives payment from its customers. Thus, under the structure currently in place, the balance owed by Deluxe to Venture may decrease over time as those payments are repaid or offset. Another significant intercompany receivable is the approximately $26.0 million secured obligation owed by Shelby American (Shelby American also owes a significant balance to Deluxe, which is, indirectly, the cause of part of the balance Deluxe owes to Venture). This debt was on Venture's books as a deposit on vehicles which would then be resold by Venture. Unfortunately, Shelby American has been unable to complete manufacturing of the vehicles and has other difficulties that make recovery of all but a small portion of the entire debt extremely unlikely. In particular, Shelby American has regulatory issues that must be resolved for manufacturing of certain products to be re-commenced, Shelby is short of funds, and significant licensing rights of Shelby American have been terminated for non-payment. Moreover, Carroll Shelby, the sole officer and director of Shelby American, has filed a complaint in Nevada state court seeking the appointment of a receiver for Shelby American. 47 The investment in Shelby American was an attempt by Venture to showcase Venture's ability to act as a systems integrator. This has been useful in later marketing efforts with key customers of Venture, which Venture believed led to awards of new business by the OEMs. Unfortunately, the investment in Shelby American did not prove profitable. To secure its investment, Venture obtained a security interest in certain assets of Shelby American, although the value of such assets was expected to be minimal in relation to the amount of debt secured. Venture sought to collect the Shelby American debt through foreclosure of its collateral. In December 2003, in a foreclosure sale, Venture sold certain of such collateral back to Shelby for $1.2 million to be paid in forty (40) monthly installments, there being no higher and better offer therefore. Venture also has filed causes of action against Carroll Shelby, as the sole officer and director of Shelby American, for breaching his fiduciary duties owing to the creditors of Shelby American while Shelby American was in the "zone of insolvency." SEE VI. B. 1. d. 3. b. "ACTIONS AGAINST RETAINED ENTITIES." While Venture will seek to maximize its recovery in any event, it is anticipated by Venture management that a substantial loss of eighty percent or more of the Shelby American debt might be incurred. In addition, intercompany debts exist related to certain prepayments made on certain rental and sales and management agreements in December 2001. These prepayments were non-cash accounting entries and were made to lower the total related party balances (again, which were primarily owed by Deluxe). See Exhibit D attached hereto for current balances. As part of the transaction, Winget permanently forgave $4.6 million owed to VS&E in the form of sales and management fees, the effect of which was to induce Venture to lower its quoted price on certain new business from DaimlerChrysler in order to obtain such business. A fairness opinion was obtained with respect to the transaction. d. OTHER CAUSES OF ACTION Other potential Causes of Action may exist against the Winget Affiliates, including: (i) rejection of certain of the contracts with the Winget Affiliates; (ii) potential claims based on violation of bond indentures; (iii) potential claims based on breach of fiduciary duty actions; (iv) potential claims based on corporate usurpation; (v) potential claims for appointment of an equity receiver; (vi) potential claims for unjust enrichment (vii) potential claims for recharacterization of debt as equity or, alternatively, to subordinate debt; (viii) potential claims for the imposition of a constructive trust; and (ix) potential claims for breach of contract. Many of these claims have been asserted in the adversary proceedings already filed. Under Section 365 of the Bankruptcy Code, it is possible for a debtor to reject otherwise binding contracts which are executory in nature. Thus, the Debtors could arguably reject certain leases, usage agreements, and sales commission agreements with the Winget Affiliates. This might initially appear to be advantageous to the Debtors because any contracts that are above market terms could be rejected, thus potentially significantly lowering Venture's cost structure going forward. However, rejection of these contracts and leases could result in unsecured Claims for the balance owed to the non-debtor party under the rejected contract, and rejection may cause breach of other contracts with customers, because certain of such contracts and/or leases may be terminated by Winget 48 and/or the Winget Affiliates at will (or have limited terms) which would, under statute, cause the Debtors to lose valuable assets. Thus, the Debtors have sought to reach consensual resolution of most of these issues with Winget and the Winget Affiliates. Winget disputes the foregoing. The Debtors have rejected sales and management agreements with VS&E pursuant to the stipulation and order entered by the Bankruptcy Court on February 9, 2004. The contracts provide for a sales commission of 3% paid to VS&E on all of Venture's North American sales. The Debtors are seeking to recoup the value received by VS&E as disclosed below and, if the Debtors are successful, the value received by Winget will be reduced and be transferred to the Creditors' Warrant, to the extent it is an Extinguished Action or transferred to the Creditors' Trust to the extent that it is a retained action. As to the machinery and usage agreements and the real property leases between the Debtors and the Transferred Winget Entities, such agreements will be assumed, or the Transferred Winget Entities will become part of the combined Venture. As to machinery and usage agreements and the real property leases between the Debtors and the Retained Entities, the Debtors have investigated whether the rates under such agreement are at market. The Debtors concluded as to at least two of the real property leases that such rates exceed market and, as part of the Contribution Agreement, the respective Retained Entities have agreed to new lease terms. SEE IV. F. 3. "LEGAL RELATIONSHIPS OF WINGET TO THE DEBTORS." The assumption of such agreements and leases under these circumstances is advantageous to the Debtors because they allow for continuity of business operations at rates that are reduced to market. 2. EVALUATION OF CLAIMS The foregoing discussion illustrates the complexities of the historical and present relationships and transactions between the Debtors and the Winget Affiliates. There are thousands of pages of documents evidencing the various transactions. The legal theories relating to these matters, including statutory and case law relating to fraudulent transfers, substantive consolidation and alter ego theories, are particularly complicated as applied to the detailed facts regarding these transactions. Representatives of Venture, the Winget Affiliates and the Holders of the Old Notes have devoted a significant amount of time to researching the facts and the law applicable to these matters, and have spent many hours analyzing and discussing whether any of these claims have potential merit, and whether substantial defenses are available for these claims. Consistent with the Debtors' fiduciary duty to maximize the value of these Estates for all constituencies, the Debtors have investigated and pursued various causes of action against Winget, the Winget Affiliates, and third-parties. Because of the risks and expense involved in litigation, the Debtors have concluded that the consensual Contribution Agreement and Confirmation of the Plan proposed, including (i) release of certain Causes of Action against Venture, (ii) contribution of valuable assets by Winget to the Debtors; and (iii) preservation of the value of such claims for the benefit of General Unsecured Creditors through the Creditors' Warrant and Creditors' Trust, provides a far superior outcome to all Creditors than that which Creditors might receive if litigation were instituted against Winget and the Winget Affiliates without the procedures outlined in the 49 Contribution Agreement and the Plan. The Debtors believe that such a result would lead to liquidation of the Debtors' assets, yielding far less than market value for Creditors. Clearly, any litigation concerning these matters would be exceptionally complicated and protracted, and given the magnitude of the values involved and the amount of claims at stake, would be hotly contested and expensive to all parties. Such litigation would in turn substantially prolong these cases, which all constituencies believe is not in the best interests of the Estates or the Debtors' long-term prospects for rehabilitation and viability. The outcome of any such litigation is not free from doubt for any party in interest, including the Debtors, Winget, the Winget Affiliates, and the Holders of the Old Notes, as there are strengths and weaknesses in each of the parties' positions, and hence, risks to their anticipated recoveries. The litigation would be complicated by the passage of time as to many transactions and the uncertainties in connection with valuing transfers of assets and the like. For these reasons, including, in particular, the need for the Debtors to emerge from Chapter 11 quickly so that going-concern value may be preserved for the benefit of all constituencies, and because the Transferred Winget Entities are integral to the Debtors' operations, the Plan proposed contemplates the transfer of those claims to the Creditors' Warrant or the Creditors' Trust, so long as Winget contributes the Transferred Winget Entities. Because, upon consummation of the Plan, all Classes will have Claims superior to the Common Membership Interests or will have claims to the Common Membership Interests via the Creditors' Trust and the Creditors' Warrant, all Classes directly benefit from the contribution of the Transferred Winget Entities and the Transferred Equity Interests. Therefore, Creditors are getting essentially all of Winget's major automotive business assets that would be the target of litigation, without any of the risks, costs and delay of litigation described above with the value of such assets translated into Common Membership Interests in Venture Delaware. This can only be viewed as a tremendous result for Creditors, particularly where liquidation would likely result in little or no return to Creditors, in light of the Liens of the Pre-Petition Lenders on certain of the Winget Assets, and where the value of the litigation is being preserved via the Creditors' Trust and the Creditors' Warrant. 3. SUMMARY OF EXTINGUISHED ACTIONS AND RETAINED ACTIONS Set forth below is a summary of the Extinguished Actions and the Retained Actions that the Debtors have filed or will file with the Bankruptcy Court. With respect to each of such Actions, the Debtors have investigated and have determined that a basis in fact exists for the assertion of a substantive consolidation claim. Because the Debtors are continuing to investigate the facts surrounding their claims, the Debtors reserve the right to modify their claims or to determine that such Actions should not be pursued if they lack a basis in fact or law, as well as to add claims based on information discovered during the discovery process. As set forth in Exhibit D and Exhibit E to the Contribution Agreement, the Winget Affiliates include 29 Transferred Winget Entities and 39 Retained Entities. The Debtors are also investigating possible claims against all other such Winget 50 Affiliates. The Debtors will pursue those claims if a reasonable basis exists to do so. Winget and the Winget Affiliates believe that they have significant and valid defenses to any potential Causes of Action. a. EXTINGUISHED ACTIONS 1. Deluxe Pattern Corporation ("Deluxe"). Deluxe is a specialty tooling manufacturer that the Debtors utilize to design and manufacture tooling for the OEM production parts. On December 12, 2003, the Debtors filed an adversary proceeding against Deluxe, Adv. Proc. No. 03-5359. On April 15, 2004, the Creditors' Committee filed its amended complaint in intervention. The Debtors and the Creditors' Committee allege that Deluxe acted as the Debtors' alter ego such that Deluxe's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors allege a claim for unjust enrichment in the amount of $94,000,000 in connection with an open line of credit. The Debtors and the Creditors' Committee allege that this sum, together with approximately $33,000,000, the value of the Venture Mold & Engineering business, was fraudulently transferred to Deluxe within six years prior to the Petition Date per M.C.L.A. Section 566.34. The Debtors allege a cause of action to recharacterize debt as equity pursuant to Section 105(a) of the Bankruptcy Code or, alternatively, to subordinate debt pursuant to Section 510(c) of the Bankruptcy Code. Finally, the Debtors seek to avoid and recover approximately $55,000,000 in preferential transfers (which is part of the $94,000,000 referred to above) made to Deluxe within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code and fraudulent transfers made to Deluxe within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code. On February 17, 2004, the Debtors stipulated to the intervention in the case by the Creditors' Committee as co-plaintiff. On May 10, 2004, the Court held a scheduling conference in this matter, and set the following significant dates: by June 10, 2004, the parties must make their initial disclosures; a joint status report is due on August 26, 2004; a status conference is scheduled for August 30, 2004; the plaintiffs must submit any expert reports by December 1, 2004; the defendant must submit any expert reports by January 7, 2005; the discovery deadline is February 28, 2005; and the dispositive motion deadline is May 31, 2005. The Debtors expect that Adv. Proc. No. 03-5359 will be procedurally consolidated with Adv. Proc. Nos. 03-5357, 03-5356, 03-5358, 04-4125, and 04-4373. 2. Patent Holding Company ("Patent Holding"). Patent Holding is the record owner of numerous patents that the Debtors use in their operations. The Debtors will allege, among other things, a claim for declaratory relief seeking a judgment that certain patents were developed through the efforts and finances of the Debtors and, therefore, that such patents should be declared property of the Debtors' estates. Together with the claim for declaratory relief, the Debtors will seek an order requiring Patent Holding to turn over the patents to the Debtors. The Debtors will also assert a cause of action for unjust enrichment relating to Patent Holding's claimed ownership of the patents, which were developed through the efforts and finances of the Debtors. The 51 Debtors will assert that Patent Holding acted as the Debtors' alter ego such that Patent Holding's assets and liabilities should be substantively consolidated with those of the Debtors. Finally, the Debtors will seek to avoid and recover the transfers of the patents to Patent Holding as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. 3. Venture Automotive Corp. ("Automotive"). Automotive leased a warehouse facility to the Debtors. On December 12, 2003, the Debtors filed an adversary proceeding against Automotive, Adv. Proc. No. 03-5357. On February 17, 2004, the Debtors stipulated to the intervention in the case by the Creditors' Committee of as co-plaintiff. On April 15, 2004, the Creditors' Committee filed an amended complaint in intervention in this case. The Debtors and the Creditors' Committee allege a claim to avoid and recover $937,041.08 in lease payments received by Automotive as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. The Debtors and the Creditors' Committee further allege such amounts were fraudulently transferred to Automotive within six years prior to the Petition Date per M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee allege a cause of action to recharacterize debt as equity pursuant to Section 105(a) of the Bankruptcy Code or, alternatively, to subordinate debt pursuant to Section 510(c) of the Bankruptcy Code. Finally, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment to the extent that Automotive received more than fair market rental for the property. On May 10, 2004, the court held a scheduling conference in the case and set the following significant dates: by June 10, 2004, the parties must make their initial disclosures; a joint status report is due on August 26, 2004; a status conference is scheduled for August 30, 2004; the plaintiffs must submit any expert reports by December 1, 2004; the defendant must submit any expert reports by January 7, 2005; the discovery deadline is February 28, 2005; and the dispositive motion deadline is May 31, 2005. The Debtors expect that Adv. Proc. No. 03-5357 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5356, 03-5358, 04-4125, and 04-4373. 4. Venture Industries Australia, Pty. Ltd. ("Venture Australia"). Venture Australia, which is wholly owned by Winget, received the benefit of a non-cash "off-set" on its ledger with the Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Venture Australia, Adv. Proc. No. 04-4373. Against Venture Australia, the Debtors and the Creditors' Committee alleged, among other things, claims to avoid and recover the "off-set" as a preferential transfer made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the "off-set" exceeds the fair rental value of any alleged benefit received in exchange, the Debtors will seek to avoid and recover the "off-set" as a fraudulent transfer made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and 52 the Creditors' Committee also alleged that Venture Australia acted as the Debtors' alter ego such that Venture Australia's assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee alleged a cause of action for unjust enrichment for the "off-set." In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. Further, the Debtors and the Creditors' Committee alleged that any sums owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt allegedly owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 5. Venture Heavy Machinery Limited Liability Company ("Heavy Machinery"). Heavy Machinery leased molding machines (the "machinery") to the Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Heavy Machinery, Adv. Proc. No. 04-4373. Against Heavy Machinery, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the lease payments received by Heavy Machinery as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease payments exceed the fair rental value for the machinery, the Debtors and the Creditors' Committee seek to avoid and recover the lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Heavy Machinery acted as the Debtors' alter ego such that Heavy Machinery's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors are investigating whether Heavy Machinery acquired the machinery with the Debtors' assets. If Heavy Machinery did acquire the machinery with the Debtors' assets, the Debtors will seek a declaratory judgment that the machinery is property of the Debtors' estates and request an order requiring Heavy Machinery to turn over the machinery to the Debtors. Moreover, the Debtors and the Creditors' Committee alleged a cause of action for unjust enrichment to the extent that Heavy Machinery received more than fair market rental for the machinery. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 53 6. Venture Real Estate, Inc. ("VRE"). VRE leased three office buildings to the Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including VRE, Adv. Proc. No. 04-4373. Against VRE, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the lease payments received by VRE as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease payments exceed the fair rental value for the property, the Debtors and the Creditors' Committee seek to avoid and recover the lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that VRE acted as the Debtors' alter ego such that VRE's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors are investigating whether VRE acquired the real property with the Debtors' assets. If VRE did acquire the real property with the Debtors' assets, the Debtors will seek a declaratory judgment that the real property is property of the Debtors' estates and request an order requiring VRE to turn over the real property to the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment to the extent that VRE received more than fair market rental for the property. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 7. Realven Corporation ("Realven"). Realven leased machinery and equipment to the Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Realven, Adv. Proc. No. 04-4373. Against Realven, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the lease payments received by Realven as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease payments exceed the fair rental value for the machinery and equipment, the Debtors and the Creditors' Committee seek to avoid and recover the lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Realven acted as the Debtors' alter ego such that Realven's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors are investigating whether Realven acquired the machinery and equipment with the Debtors' assets. If Realven did acquire the machinery with the Debtors' assets, the Debtors will seek a declaratory judgment that the machinery and equipment is property of the Debtors' 54 estates and request an order requiring Realven to turn over the machinery and equipment to the Debtors. The Debtors and the Creditors' Committee allege a cause of action for unjust enrichment to the extent that Realven received more than fair market rental for the machinery and equipment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 8. Venture Equipment Acquisition Company ("Venture Equipment"). Venture Equipment leased equipment (the "equipment") to the Debtors (the lease was signed with Venture Heavy Machinery, but the payments were made to Venture Equipment). On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Venture Equipment, Adv. Proc. No. 04-4373. Against Venture Equipment, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the lease payments received by Equipment as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease payments exceed the fair rental value for the equipment, the Debtors and the Creditors' Committee seek to avoid and recover the lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Venture Equipment acted as the Debtors' alter ego such that Venture Equipment's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors are investigating whether Venture Equipment acquired the equipment with the Debtors' assets. If Venture Equipment did acquire the equipment with the Debtors' assets, the Debtors will seek a declaratory judgment that the equipment is property of the Debtors' estates and request an order requiring Venture Equipment to turn over the equipment to the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment to the extent that Venture Equipment received more than fair market rental for the equipment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 55 9. Venture Otto South Africa, Pty. Ltd. ("Venture South Africa"). Venture South Africa is in the business of performing many of the same manufacturing processes as various of the Debtors' facilities in the United States. Within six years prior to the Petition Date, the Debtors transferred $5,408,551 to certain Winget-affiliated entities as loans for the purchase of Venture South Africa, of which at least $852,742 remains unpaid by Venture South Africa. In addition, within six years prior to the Petition Date, the Debtors paid for various expenses incurred by Venture South Africa totaling $239,191, of which $146,502 has not been paid by Venture South Africa. In addition, within six years prior to the Petition Date, the Debtors incurred additional miscellaneous charges for goods and services provided to Venture South Africa, of which $7,000 has not been paid by Venture South Africa. In total, approximately $1,006,244 remains unpaid by Venture South Africa to the Debtors (the "Venture South Africa Transfers"). The Debtors' records do not indicate that the Debtors received any consideration or benefit in exchange for the Venture South Africa Transfers. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Venture South Africa, Adv. Proc. No. 04-4373. Against Venture South Africa, to the extent that no benefit was received in exchange for the transfers, the Debtors and the Creditors' Committee seek to avoid and recover the payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Venture South Africa acted as the Debtors' alter ego such that Venture South Africa's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee further allege a cause of action for unjust enrichment for the transfers. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 10. Farm and Country Real Estate Company ("Farm and Country"). Farm and Country leased 84 acres of undeveloped real property to the Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Farm and Country, Adv. Proc. No. 04-4373. Against Farm and Country, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the lease payments as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease payments exceed the fair rental value for the property or to the extent that the Debtors received no value for leasing the undeveloped land, the Debtors and the Creditors' Committee seek to avoid and recover the lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 56 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Farm and Country acted as the Debtors' alter ego such that Farm and Country's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors are investigating whether Farm and Country acquired the real property with the Debtors' assets. If Farm and Country did acquire the property with the Debtors' assets, the Debtors will seek a declaratory judgment that the real property is property of the Debtors' estates and request an order requiring Farm and Country to turn over the real property to the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment to the extent that Farm and Country received more than fair market rental for the property. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 11. Venture Real Estate Acquisition ("VREA"). VREA leased an injection molding facility to the Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including VREA, Adv. Proc. No. 04-4373. Against VREA, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the lease payments received by VREA as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease payments exceed the fair rental value for the property, the Debtors and the Creditors' Committee seek to avoid and recover the lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that VREA acted as the Debtors' alter ego such that VREA's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors are investigating whether VREA acquired the real property with the Debtors' assets. If VREA did acquire the property with the Debtors' assets, the Debtors will seek a declaratory judgment that the real property is property of the Debtors' estates and request an order requiring VREA to turn over the real property to the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment to the extent that VREA received more than fair market rental for the property. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the 57 appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 12. Venture Asia Pacific ("Asia Pacific"). Asia Pacific was started in the early to mid 1990's as a sales company to explore opportunities in the Pacific Rim. Venture Service paid fees and taxes (the "payments") on behalf of Asia Pacific in the amount of $65,010 without receiving any value for these funds. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Asia Pacific, Adv. Proc. No. 04-4373. Against Asia Pacific, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the payments as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that no benefit was received in exchange for the transfers, the Debtors and the Creditors' Committee seek to avoid and recover the payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Asia Pacific acted as the Debtors' alter ego such that Asia Pacific's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee further allege a cause of action for unjust enrichment for the payments. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code, or alternately, any debt allegedly owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 13. Venture Nevada, LLC ("Venture Nevada"). On February 9, 1999, Carroll Shelby, Shelby American, Inc. and Venture Nevada entered into the Shelby Agreement (the "Shelby Agreement"). Pursuant to the Shelby Agreement, Venture Nevada purchased 75% of the issued and outstanding shares of Shelby American and Venture Nevada agreed to arrange the financing of the working capital for Shelby American. Venture Nevada arranged for the financing of Shelby American through Debtor Venture Mold & Engineering Corp ("VM&E"). VM&E entered into a secured financing arrangement with Shelby American. Pursuant to the secured financing arrangement, VM&E transferred funds aggregating approximately $26,531,943 to Shelby American. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Venture Nevada, Adv. Proc. No. 04-4373. Against Venture Nevada, the Debtors and the Creditors' Committee allege, among other things, claims to recover the above funds, claims to recover the funds as a fraudulent transfer pursuant to Section 548 of the Bankruptcy Code, and to 58 recharacterize as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code any claim asserted by Venture Nevada. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. b. ACTIONS AGAINST RETAINED ENTITIES 1. Larry J. Winget, Sr. ("Winget"). On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Winget, Adv. Proc. No. 04-4373. Against Winget, to the extent that the Debtors received no value for transfers and/or paid above fair market value, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover at least approximately the sum of $314,569,559 as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Winget acted as the Debtors' alter ego such that Winget's assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment and breach of fiduciary duty. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 2. Harper Properties of Clinton Township Limited Partnership ("Harper"). Harper leased real property to the Debtors. On December 12, 2003, the Debtors filed an adversary proceeding against Harper, Adv. Proc. No. 03-5358. By Order dated March 4, 2004, the Creditors' Committee was permitted to intervene in this case, and filed an amended complaint in intervention on April 15, 2004. To the extent that the lease payments exceed the fair rental value for the property, the Debtors seek to avoid and recover $995,796 in lease payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code. The Debtors and the Creditors' Committee allege a cause of action for unjust enrichment seeking damages of $7,349,595 to the extent that Harper received more than fair market rental for the property in the six years prior to the petition date. The Debtors and the Creditors' 59 Committee allege claims to recover the sum of approximately $5.0 million in leasehold improvements paid by the Debtors. Finally, the Debtors and the Creditors' Committee seek to recharacterize this alleged debt as equity pursuant to section 105(a) of the Bankruptcy Code, or, alternatively, to subordinate debt under Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. Furthermore, the Creditors' Committee's amended complaint in intervention alleges an additional cause of action to recover fraudulent transfers made within six years prior to the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. On May 10, 2004, the Court held a scheduling conference in this case and set the following significant dates: by June 10, 2004, the parties must make their initial disclosures; a joint status report is due on August 26, 2004; a status conference is scheduled for August 30, 2004; the plaintiffs must submit any expert reports by December 1, 2004; the defendant must submit any expert reports by January 7, 2005; the discovery deadline is February 28, 2005; and the dispositive motion deadline is May 31, 2005. The Debtors expect that Adv. Proc. No. 03-5358 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 04-4373, 04-4125, and 03-5356. 3. Shelby American, Inc. ("Shelby American"). Shelby American is a joint venture between Carroll Shelby and Venture Nevada, Inc., which is wholly owned by Winget. On January 21, 2004, the Debtors filed an adversary proceeding against Carroll Shelby, Shelby International, Inc., and Shelby Automobile, Adv. Proc. No. 04-4125. The Debtors allege that the defendants converted the assets held by Shelby American by transferring them without compensation to Shelby International and Shelby Automobile. The Debtors allege that Carroll Shelby breached his fiduciary duty to Shelby American by causing the termination of the licensing agreement between Shelby American and Shelby Licensing. Finally, the Debtors allege a cause of action for the turnover of property pursuant to Section 542 of the Bankruptcy Code. On March 15, 2004, Shelby American filed a counterclaim against the Debtors for breach of contract, breach of fiduciary duty and tortious interference with business relationships and expectancies, and a third-party complaint against Winget for tortious interference with business relationships and expectancies. On April 15, 2004, the Creditors' Committee filed an amended complaint in intervention in this case. On May 10, 2004, the Court held a scheduling conference in the case, and set the following significant dates: by June 10, 2004, the parties must make their initial disclosures; a joint status report is due on August 26, 2004; a status conference is scheduled for August 30, 2004; the plaintiffs must submit any expert reports by December 1, 2004; the defendant must submit any expert reports by January 7, 2005; the discovery deadline is February 28, 2005; and the dispositive motion deadline is May 31, 2005. 60 It is expected that Adv. Proc. No. 04-4125 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, and 03-5356, and 04-4373. Adv. Proc. No. 04-4373 also alleges that Winget breached his fiduciary duties by authorizing the loan of more than $26 million dollars to Shelby American, a company 75% owned by Winget, and thereafter failing to use reasonable efforts to collect this obligation. 4. Golf Course Services, LLC ("Golf Course"). Golf Course, which is wholly owned by Winget, received more than $2,300,000 from the Debtors to fund Golf Course's payroll expenses between May 28, 2002 and the petition date. The Debtors transferred an additional $8,200,000 to Golf Course to cover payroll expenses. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Golf Course, Adv. Proc. No. 04-4373. Against Golf Course, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover these sums as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the Debtors received no value for these transfers, the Debtors and the Creditors' Committee seek to avoid and recover the transfers as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Golf Course acted as the Debtors' alter ego such that Golf Course's assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 5. Winget Construction Services, LLC ("Construction"). Construction is an affiliate of Venture Holdings Company that provides construction services. The Debtors made monthly wire transfers of $6,000 to Construction as a fee for Brian Winget to be on call; there have been at least 48 such fee payments made to Construction for a total amount of $288,000. Additionally, the Debtors made transfers to Construction in the preference period amounting to at least approximately $106,294.78. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Construction, Adv. Proc. No. 04-4373. Against Construction, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover these sums as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the Debtors received no value for these transfers, the Debtors 61 and the Creditors' Committee seek to avoid and recover the transfers as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Construction acted as the Debtors' alter ego such that Construction's assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 6. Venture Modas, LLC ("Modas"). Modas is an affiliate of Venture Holdings Company. In early 2001, Venture Industries wired $1,861,883 to Modas. Additionally, the sum of approximately $1,763,654.80 in disbursements was paid to Modas between the date of insolvency and the petition date. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Modas, Adv. Proc. No. 04-4373. Against Modas, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover these sums as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the Debtors received no value for these transfers, the Debtors and the Creditors' Committee seek to avoid and recover the transfers as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Modas acted as the Debtors' alter ego such that Modas' assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 7. Linden Creek Enterprises, LLC ("Linden Creek"). Linden Creek Enterprises, LLC ("Linden Creek") is owned by N. Matthew Winget, who is Winget's 62 son. Linden Creek purportedly renders engineering services to the Debtors. There is no written agreement between the Debtors and Linden Creek to provide engineering services. Within six years prior to the Petition Date, the Debtors paid $209,732 to Linden Creek for engineering services which were not performed. In addition, within six years prior to the Petition Date, the Debtors paid fixed overhead costs for Linden Creek in the amount of $1,031,745. In addition, on or about March 13, 2000, the Debtors paid $300,000 for the purchase of a robotic work cell, which has been retained by Linden Creek. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Linden Creek, Adv. Proc. No. 04-4373. Against Linden Creek, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the amounts paid to Linden Creek. To the extent that no benefit was received in exchange for the transfers, the Debtors and the Creditors' Committee seek to avoid and recover the payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Linden Creek acted as the Debtors' alter ego such that Linden Creek's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee further allege a cause of action for unjust enrichment for the transfers. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. In addition, the Debtors and the Creditors' Committee will investigate whether there is a basis for any claims against Linden Creek for recovery of any amounts that the Debtors may have paid to General Motors in connection with a confidential settlement agreement and, if there is a basis therefore, will assert such claim(s) against Linden Creek. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 8. Nova Industries, Inc.; Shefo, Inc.; TIG Interior Design, LLC; UV Automotive Group; Lot Finishers, Inc.; Windall Industries, Inc.; Acropolis Resort, LLC; Lakeland Financial Advisory Services, Inc.: Preference Defendants. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including the parties identified in this paragraph, Adversary Proc. No. 04-4373. Against these parties, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover amounts claimed as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors 63 expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 9. Alicia J. Winget. Alicia J. Winget ("Alicia Winget") is the wife of Winget. Alicia Winget also is a co-owner of Realven Corporation, and a general partner (along with Winget) of Harper Properties of Clinton Township, Ltd. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Alicia Winget, Adversary Proc. No. 04-4373. Against Alicia Winget, to the extent that the Debtors received no value for transfers and/or paid above fair market value, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover at least approximately the sum of $10,574,143, as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Alicia Winget acted as the Debtors' alter ego such that Alicia Winget's assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 10. Brian P. Winget. Brian P. Winget ("Brian Winget") is the nephew of Winget. Brian Winget also is the owner of Winget Construction Services, LLC. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Brian Winget, Adversary Proc. No. 04-4373. Against Brian Winget, to the extent that the Debtors received no value for transfers and/or paid above fair market value the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover at least approximately the sum of $270,000, as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 11. N. Matthew Winget. N. Matthew Winget ("Matt Winget") is the son of Winget. Matt Winget also is the owner of Linden Creek Enterprises, LLC. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding 64 against thirty-one defendants, including Matt Winget, Adversary Proc. No. 04-4373. Against Matt Winget, to the extent that the Debtors received no value for these transfers and/or paid above fair market value the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover at least approximately the sum of $1,541,477, as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 12. Adelicia J. Tiganelli. Adelicia J. Tiganelli ("Tiganelli") is the daughter of Winget, and formerly was on the payroll of Venture Sales & Engineering. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Tiganelli, Adversary Proc. No. 04-4373. Against Tiganelli, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover an amount to which the proofs establish at trial, as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the Debtors received no value for these transfers and/or paid above fair market value, the Debtors and the Creditors' Committee seek to avoid and recover the transfers as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 13. Gwendolyn Cameron. Gwendolyn Cameron ("Cameron") is the daughter of Winget, and formerly was on the payroll of Venture Sales & Engineering. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Cameron, Adversary Proc. No. 04-4373. Against Cameron, to the extent that the Debtors received no value for transfers and/or paid above fair market value the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover an amount to which the proofs establish at trial, as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. 65 Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 14. Venture Sales & Engineering ("VS&E"). The Debtors paid VS&E a 3% sales commission on all Venture sales. On December 12, 2003, the Debtors filed an adversary proceeding against VS&E, Adv. Proc. No. 03-5356. On April 15, 2004, the Creditors' Committee filed an amended complaint in intervention. Because the Debtors did not receive reasonably equivalent value in exchange for paying the sales commissions, the Debtors seek to avoid and recover up to $715,000 in payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code. The Debtors and the Creditors' Committee further allege such amounts were fraudulently transferred to VS&E within six years prior to the Petition Date per M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that VS&E acted as the Debtors' alter ego such that VS&E's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee also allege a cause of action for unjust enrichment involving $52,267,764 in sales commissions to the extent that VS&E received sales commissions without having originated any new sales for the Debtors. Moreover, the Debtors allege a cause of action to recharacterize debt as equity pursuant to Section 105(a) of the Bankruptcy Code, or, alternatively, to subordinate debt under Section 510(c) of the Bankruptcy Code. On February 17, 2004, the Debtors stipulated to the intervention in the case by the Creditors' Committee as co-plaintiff. On May 10, 2004, the court held a scheduling conference in the case and set the following significant dates: by June 10, 2004, the parties must make their initial disclosures; a joint status report is due on August 26, 2004; a status conference is scheduled for August 30, 2004; the plaintiffs must submit any expert reports by December 1, 2004; the defendant must submit any expert reports by January 7, 2005; the discovery deadline is February 28, 2005; and the dispositive motion deadline is May 31, 2005. The Debtors expect that Adv. Proc. No. 03-5356 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 04-4373. 15. VIR Company, LLC. ("VIR"). VIR is located in Moscow, Russia and provides engineering services solely to Deluxe Pattern Acquisition Corporation, another company wholly-owned by Winget. Between June 17, 1999 and May 13, 2002, one or more of the Debtors transferred to VIR funds, of which $164,156 remains unpaid. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including VIR, Adv. Proc. No. 04-4373. Against VIR, the Debtors and the Creditors' Committee allege, among other things, 66 claims to avoid and recover the amounts paid to VIR as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that no benefit was received in exchange for the transfers, the Debtors and the Creditors' Committee seek to avoid and recover the payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that VIR acted as the Debtors' alter ego such that VIR's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee further allege a cause of action for unjust enrichment for the transfers. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 16. Pompo Insurance & Indemnity Company, Ltd. ("Pompo"). Pompo is a Barbados, West Indies corporation, which is 100% owned by Venco Management Canada, Ltd., which is in turn owned by P.I.M. Management Company, dba PIM, Inc., a Michigan corporation wholly owned by Winget. At all relevant times herein, Pompo was to provide insurance coverage for the Debtors' self-insured workers' compensation and health programs, as well as Debtors' deductible exposures under all other corporate insurance policies. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Pompo, Adv. Proc. No. 04-4373. Against Pompo, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the amounts received by Pompo as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that no benefit was received in exchange for the transfers, the Debtors and the Creditors' Committee seek to avoid and recover the payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Pompo acted as the Debtors' alter ego such that Pompo's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee further allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to 67 impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. 17. Moldite, Inc. ("Moldite"). On November 16, 1999, Moldite and Venture Global Engineering, LLC ("Venture Global"), a company of which 50% is owned by Winget and Deluxe, signed an agreement to jointly develop and market a material for applications in both the automotive and other industries ("Venture Global Agreement"). The Debtors were not a party to the Venture Global Agreement. Pursuant to the Venture Global Agreement, Venture Global was to provide funding to Moldite until it was able to generate sufficient cash flow to operate on its own. Although not a party to the Venture Global Agreement, the Debtors transferred $600,000.00 to Moldite between November 29, 1999 and November 2, 2000. On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, including Moldite, Adv. Proc. No. 04-4373. Against Moldite, the Debtors and the Creditors' Committee allege, among other things, claims to avoid and recover the amounts paid to Moldite. To the extent that no benefit was received in exchange for the transfers, the Debtors and the Creditors' Committee seek to avoid and recover the payments as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that Moldite acted as the Debtors' alter ego such that Moldite's assets and liabilities should be substantively consolidated with those of the Debtors. The Debtors and the Creditors' Committee further allege a cause of action for unjust enrichment for the transfers. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356. c. OTHER PENDING ADVERSARY PROCEEDINGS 1. Bank One, NA v. Venture Holdings Company LLC, et al., Adv. Pro. No. 04-4399. On April 13, 2004, Bank One, NA, in its capacity as Pre-Petition Agent on behalf of the Pre-Petition Lenders, commenced an adversary proceeding against Debtors and additional non-Debtor entities, including Venture Heavy Machinery Limited Liability Company, Venture Equipment Acquisition Company, Venture Real Estate Acquisition Company, Realven Corporation, Deluxe Pattern Corporation, Venture Real Estate, Inc., Venture Automotive Corporation, Farm & Country Real Estate Company, Patent Holding Company, and Venture Sales & Engineering Corp. (collectively, the "Non-Debtor Defendants"). In this action, the Pre-Petition Agent, on behalf of the Pre-Petition Lenders, seeks to foreclose on, and conduct judicially sanctioned sales of, certain 68 collateral and mortgaged real property (the "Real Property") pledged by the Non-Debtor Defendants to secure the Non-Debtor Defendants' guaranties of the obligations of Venture under the Existing Bank Facility. In connection with the foreclosure sales, the Pre-Petition Agent is seeking the appointment of a receiver to manage the Real Property in order to, inter alia, maintain and preserve the value of the Real Property pending foreclosure. Because the Debtors' have certain possessory and legal interests in the Real Property and other collateral, the Pre-Petition Agent is seeking to lift the automatic stay in order to conduct the foreclosure sales. The Debtors do not oppose the relief requested by the Pre-Petition Agent relative to foreclosure, provided that: (a) such relief is consistent with the Plan or any further plan of reorganization to which the parties' consent; and (b) such relief does not interfere with the Debtors' possessory rights to, or interests in, the Real Property and other collateral. Pursuant to the Settlement between the Creditors' Committee the Senior Lenders have agreed to refrain from proceeding in this action until June 30, 2004 (unless the Termination Date under the Contribution Agreement is extended or the Creditors' Committee agrees in writing to the contrary). 2. CNH America, LLC v. Venture Industries Corp., Adv. Pro. No. 04-4427. On April 22, 2004, CNH America, LLC ("CNH") commenced an adversary proceeding against Venture Industries Corporation. CNH is a former customer of Venture Industries Corporation. Venture Industries Corporation supplied certain plastic parts to CNH, beginning in approximately June 2001. In July 2003, CNH ceased buying the majority of the subject Parts from Venture Industries Corporation, and transferred production of those Parts to a substitute supplier. In CNH's complaint, CNH seeks to compel Venture Industries Corporation to return to CNH certain CNH-owned tools, molds, and dies (the "Tooling") that Venture Industries formerly used in connection with its manufacture of parts for CNH. CNH also moved the Bankruptcy Court to compel the return of the Tooling. On May 12, 2004, Venture Industries Corporation filed its answer and affirmative defenses to CNH's complaint, along with its brief in opposition to CNH's motion, and a counterclaim. Venture Industries Corporation's defends against CNH's claim on the basis of Venture Industries Corporation's valid possessory lien on the Tooling. In addition, as alleged in Venture Industries Corporation's counterclaim, approximately $589,315 remains due and owing to Venture Industries Corporation for parts that were delivered to CNH and accepted by CNH, for which CNH has refused to pay Venture Industries Corporation. Moreover, approximately $231,040 remains due and owing by CNH to Venture Industries Corporation for specialized raw materials, work-in-process, finished goods inventory, and related hardware that were purchased or maintained by Venture, but were rendered obsolete as a result of a transfer of production to the substitute supplier. At a hearing held on May 20, 2004, the Court granted a request by CNH for the return of its tooling, conditioned upon delivery of an irrevocable letter of credit or surety bond in the amount of $657,000. d. ADDITIONAL POTENTIAL CAUSES OF ACTION AGAINST THIRD PARTIES The Debtors have identified potential causes of action against third parties that have not been filed but are being investigated by the Debtors at this time. Causes of Action to be transferred to the Creditors' Trust will be more specifically listed as Avoidance Actions 69 on Exhibit B to the Plan. Additional Causes of Action to be retained by the Reorganized Debtors are listed here and may also be listed in the Plan. A summary of many of such potential causes of action, which are preserved, is set forth below. 1. CLAIMS RELATING TO WINGET AFFILIATES AND WINGET AFFILIATE TRANSACTIONS The Debtors reserve the right to pursue any and all Claims or Causes of Action, including fraud, against professionals, including lawyers and accountants, in connection with the creation of the Winget Affiliates and the effectuation of their transactions with the Debtors. Specifically, the Debtors will investigate whether the Debtors have any claims or causes of action against Deloitte & Touche ("Deloitte") in connection with Deloitte's role as the Debtors' auditors. The Debtors will commence litigation necessary to enforce their claims, if any, against Deloitte. The Debtors will also investigate whether the Debtors have any claims or causes of action against any person or entity which provided fairness opinions in connection with the Debtors-Winget Affiliate transactions, including Stout Risius Ross. 2. CLAIM AGAINST FORMER GRAND BLANC FACILITY EMPLOYEE The Debtors will investigate whether the Debtors have claims or causes of action against one of their former employees at the Debtors' Grand Blanc facility who the Debtors believe may be responsible for accounting irregularities that were disclosed by the Debtors and confirmed by the Debtors' forensic accountants, Doeren Mayhew. 3. CLAIM AGAINST LINDEN CREEK ENTERPRISES, LLC The Debtors entered into a confidential settlement agreement with General Motors with respect to various claims concerning the Debtors' scrap materials. While the Debtors paid the amounts due in connection with the settlement agreement, Linden Creek Enterprises, LLC ("Linden Creek") was the party involved in the actions which were the subject of the claims. Accordingly, the Debtors will investigate whether the Debtors have claims or Causes of Action against Linden Creek. 4. CLAIM AGAINST PARTIES IDENTIFIED IN PATENT HOLDINGS COMPANY V. DELPHI AUTOMOTIVE SYSTEMS CORPORATION, CASE NO. 99-76013 The Debtors will investigate whether the Debtors have claims or further Causes of Action against third parties who may be infringing on Patent Holdings Company's patents, which are subject to Venture's license rights. 5. CLAIM AGAINST PATENT HOLDINGS COMPANY FOR ATTORNEYS' FEES Venture is absorbing the cost of various lawsuits against Delphi Automotive Systems Corporation ("Delphi") and others, including Autoliv ASP, Inc. and Autoliv Inc., to 70 protect its license rights granted by Patent Holdings Company. Out of any recovery against any party to such litigation, including Delphi, or otherwise, Venture will have a claim for out-of-pocket legal and other costs incurred in prosecuting these Claims. 6. CLAIMS AGAINST WINGET, WINGET AFFILIATES AND THIRD PARTIES The Debtors reserve the right to pursue any and all Claims or Causes of Action against Winget, Winget Affiliates and third parties that are discovered during the course of the litigation described in the this Article IV. 7. REIMBURSEMENT OF EXPENSES AND POTENTIAL BREACH OF DUTY OR OTHER CLAIMS AGAINST WINGET AND VENTURE ALABAMA The Debtors reserve the right to pursue any and all Claims or Causes of Action, including claims for reimbursement of expenses, breach of duty, quantum meruit, interference with contract, or other claims, against Winget or Venture Alabama relating to the Hyundai Contract, or any breaches of the Contribution Agreement. 8. REIMBURSEMENT, CONTRIBUTION OR OTHER CLAIMS AGAINST GERMAN SUBSIDIARIES AND OTHER THIRD PARTIES The Debtors reserve the right to pursue any and all Claims or Causes of Action against Peguform or any of the other German Subsidiaries, or any entity or third party in connection with the German Insolvency Proceeding, including claims for reimbursement or contribution for amounts paid to TRW in the event the Court permits the setoff of the Peguform Amount. 9. FEDERAL-MOGUL CLAIMS The Debtors reserve the right to pursue any and all Claims or Causes of Action against Federal-Mogul or its present or former parent, subsidiary or affiliate entities, including but not limited to the claims discussed in or relating to Venture's proof of claim filed on or about February 28, 2003 in the case In re Federal-Mogul Global Inc., T&N Limited et al., Case No. 01-10578, pending in the United States Bankruptcy Court for the District of Delaware, including but not limited to secured and unsecured claims for unpaid tooling and parts totaling $752,336.80 and any breach of contract claims. 10. INTELLECTUAL PROPERTY CLAIMS The Debtors reserve the right to pursue any and all Claims or Causes of Action with respect to the Debtors' rights to intellectual property such as patents, trademarks, copyrights, trade secrets, trade dress, etc., including but not limited to infringement, misappropriation, and royalty claims. 71 11. COUNTERCLAIMS The Debtors reserve the right to pursue any and all Claims or Causes of Action which may be counterclaims, including but not limited to counterclaims against creditors asserting claims against the Debtors or their estates, whether or not the amount asserted in the counterclaim exceeds the amount of the claim. 12. RESERVATION OF OTHER CLAIMS OR CAUSES OF ACTION The Debtors reserve, through the Plan, all Causes of Action, Claims, litigation and similar rights, including but not limited to those described in the Debtors' schedules and statement of financial affairs, as amended from time to time, this Disclosure Statement or in the Plan, or in exhibits to any of the foregoing. C. LITIGATION As of the Petition Date, the Debtors were not involved in any material litigation other than the adversary proceedings listed herein, the litigation listed below or non-material matters, such as employment litigation with potential exposure in each case less than $100,000. The Debtors are preserving all of their Claims and Causes of Action (including those that are being transferred to the Creditors' Trust and the Creditors' Warrant), including those arising under commercial purchase orders, such as those relating to pricing issues, offsets and the like. All of the following Causes of Action (and any other Cause of Action against any other Winget Affiliate), to the extent one of the Debtors is the plaintiff, will be preserved. 1. Venture Industries et al. v. Himont U.S.A. et al., United States Court of Appeals, 6th Circuit, Case No. 02-2172; 02-2194 (Dist. Ct. No. 93-70415). Venture Industries sued Himont (n/k/a Bassell U.S.A.) for direct and consequential damages based on Himont's delivery to Venture Industries of defective product. Direct damage claims were arbitrated and settled between Venture Industries and Himont, which was confirmed by the district judge. Himont filed a motion to dismiss the consequential damage claim, which the Sixth Circuit referred to its merits panel. If the court finds that Venture Industries is entitled to consequential damages, the case would be remanded to the trial court for a jury trial to determine the amount of consequential damages owed to Venture Industries as a result of Himont's direct damage behavior. Venture Industries' experts calculate that the damages and accrued statutory interest relating to the two consequential damage claims potentially worth several million dollars. In addition, Venture Industries claims it is entitled to interest from the date of filing. 2. Venture Corporation (as successor to Bailey Corporation) v. ITT Automotive Inc., Oakland County, Michigan Circuit Court, File No. 98-003510-CK. Venture Corporation's allegation is based on the theory of quantum meruit for goods. Venture Corporation claims that ITT Automotive and Venture Corporation entered into a year to year purchase agreement and that as to the years in question, ITT Automotive either agreed to pay fair price for the product, or in the alternative, there was no 72 agreement as to price. ITT assets are worth approximately $3.0 million. The case was mediated for $2.8 million. The parties have agreed to arbitrate their claims. 3. Venture Industries Corporation, Vemco, Inc., Patent Holding Company and Winget v. Autoliv ASP, Inc. and Autoliv, Inc., Case No. 99-75354 and American Arbitration Case No. 14 133 02472 01. The civil matter is pending in the Eastern District of Michigan Federal Court before Judge Cohn. Plaintiffs claim that both defendants breached certain terms of a Cross License Agreement and a Supply Agreement (the "Civil Case"). In the Civil Case, Plaintiffs contended that Defendants breached the Supply Agreement by not awarding business to the Plaintiff as provided for in the Supply Agreement. Plaintiffs also contend that the Cross License Agreement was terminated as of such breach. Plaintiffs have received a jury verdict in the amount of $27 million, but the Defendants filed an appeal of such verdict with the U.S. Court of Appeals for the 6th Circuit in March 2004. On April 12, 2004, Plaintiffs filed a cross appeal of an order granting summary judgment to the Defendants on certain claims as well as the denial of prejudgment interest on the verdict amount. The arbitration case involves the validity and ownership of various patents that are the subject of the Cross-License Agreement. If the Plan is confirmed and becomes Effective, all of the proceeds of the arbitration proceeding will inure to the benefit of Venture Delaware. 4. Patent Holding Company v. Delphi Automotive Systems Corporation, Case No. 99-76013. Plaintiff, Patent Holding Company, claims that Defendant, Delphi, is infringing three of its basic patents involving air bag cover technology. Plaintiff believes that this patented technology is vital to the air bag industry. Therefore, a victory against Delphi may compel Delphi either to pay Plaintiff a royalty so that Delphi can continue to manufacture airbag covers on its own, or induce Delphi to enter into a contract with Debtors under which Debtors will produce air bag covers for Delphi, given the Debtors' cost-free license. It appears that Delphi's defense will mainly rest on its claim that Venture offered the inventions for sale more than one year before the patent applications were filed. Plaintiff's counsel believes that there is evidence to defeat this defense. Moreover, if Plaintiff prevails, Plaintiff will have set the stage for suits against other potential defendants who are similarly infringing Plaintiff's patents. Such suits could also compel similarly situated defendants to pay royalties to the Debtors or to contract with the Debtors for the manufacture of airbag covers. Venture is absorbing the costs of this patent infringement suit against Defendant to protect its license rights granted by Patent Holding Company. To the extent of any recovery against Delphi, the Debtors will be reimbursed for their out-of-pocket legal and other costs incurred in prosecuting the claim. The discovery schedule and trial date in the case have been stayed pending the Court's rulings on a number of claim-construction issues. In December 2003, Judge Cohn made a ruling on one of the claim-construction issues. In April 2004, a Special Master issued Reports and Recommendations regarding claim construction issues involving each of the three patents. Plaintiff has moved for the adoption of the Special Master's Reports and Recommendations with respect to two of the patents, and for the 73 modification and adoption of the Report and Recommendation with respect to the third patent. On April 21, 2004, Delphi petitioned Judge Cohn requesting that he review the Special Master's Reports and Recommendations. The parties have agreed to mediate this case and have selected a mediator. Delphi, however, refuses to move forward with mediation until after a final determination has been rendered with respect to claim construction. The following litigation, in which one or more Debtors are defendants, was pending prior to the Petition Date, and, except as noted below, has been stayed: 1. Orix Capital Markets, et al v. Venture Company LLC, Federal District Court, Eastern District of Michigan, 02-CV-74554. Filed November 14, 2002. Orix, one of Venture's Pre-Petition Lenders, sued Venture for breach of contract and fraud in Texas state court, but dismissed the case and refiled in federal court in Michigan. Orix seeks rescission of its loan agreement and return of $6,370,000 loaned to Venture. Venture believes Orix has sold its loan for a substantial amount, thus significantly limiting its damages. Any claim that Orix has against Debtors will be a Class 3 Claim and should be satisfied by the treatment of such claims described herein. If for any reason such claim is not satisfied through the Class 3 treatment, such claim will be a Class 5 Claim. 2. Siemens Financial Services GmbH v. Venture Company LLC, Macomb County Circuit Court, Case No. 02-4315 CK. Siemens is seeking approximately $12.6 million in damages pursuant to a guaranty signed by Venture in connection with the sale of accounts receivable to Siemens from Peguform. Siemens seeks to recover on a first notice guarantee which Siemens required Venture to execute, on behalf of Peguform, arising from Siemens and Peguform entering into a certain Receivables Purchase Agreement. Siemens alleges that Peguform has defaulted under the agreement and therefore, as guarantor, Venture should pay Siemens. According to German counsel, defenses are available to Venture. If Siemens should prevail, any judgment would be in excess of $10.0 million depending upon the exchange rate but would be net of any recovery that Siemens would have from Peguform or its customers. Such claim would be a Class 5 Claim. In order to counter the Siemens claim and defend itself, Venture has considered filing an action against Peguform for indemnification, alleging that if Venture should be found liable, such liability arises from the action and default of Peguform and thus Peguform must indemnify Venture. Should Venture be found liable to Siemens, Venture should recover from Peguform (assuming that the German Insolvency Proceeding does not prohibit such recovery). In addition, Debtors believe they have other defenses to the validity of the guaranty. 3. Cooper-Standard Automotive v. Venture Industries Corporation, Macomb County Circuit Court, Case No. 02-5461-CK. Cooper-Standard Automotive 74 ("Cooper") has alleged that Venture Industries Corporation owes it approximately $445,000. Venture disputed the charges. Discovery had just begun in this matter. Venture believes that it has defenses to payment including that such amounts are not recoverable pursuant to the agreements and rules with suppliers. Any Claim that Cooper has against the Debtors will be a Class 5 Claim. 4. U.S. E.P.A. v Vemco, Inc. The United States Environmental Protection Agency commenced an administrative complaint under Section 113 of the Federal Clean Air Act, against Vemco, as owner of Venture Grand Rapids. This complaint sought civil penalties against Vemco in the amount of $460,945. Substantial defenses to the underlying violations did not exist. However, substantial defenses to the amount of the penalty do exist. USEPA and Vemco engaged in negotiations over the amount of the penalty which was reduced to a consent judgment of $225,000. This matter was not subject to the automatic stay. The parties entered into a Consent Judgment and Debtors are seeking approval of that settlement. In a companion matter (Venture Grand Rapids v. State of Michigan et. al, Kent County Circuit Court, File No. 00-11928-AA), Venture Grand Rapids is requesting an order allowing it to use Emission Reduction Credits ("ERC's") it purchased as a license to allow it to discharge into the air emissions which would otherwise be in violation of air pollution standards. Venture's claim is based on a literal reading of the statute and a strict application of the statute to the issue of whether or not the State has a right to refuse to allow ERC's to be used as Venture used them. This companion case was stayed pending resolution of the violations raised by USEPA in its administrative case and has now been dismissed with the USEPA settlement. 5. Dow Chemical v. Venture Industries Corporation, Kent County Circuit Court, Case No. 02-08960 CK. Dow is seeking approximately $1.6 million in damages for an unpaid pre-petition account and Venture Industries Corporation is seeking approximately $5.4 million in damages as a result of Dow's contract breach. The case is in early stages of discovery. Any Claim that Dow Chemical has against Venture Industries will be a Class 5 Claim. VII. SIGNIFICANT POST-PETITION ACTIONS The Case commenced on March 28, 2003 (the "Petition Date"), and the following actions describe significant actions taken after such date. A. RETENTION OF PROFESSIONALS Since the Petition Date, the Debtors have continued to operate their businesses in the ordinary course as debtors-in-possession under Sections 1107 and 1108 of the Bankruptcy Code. Both before and after the Petition Date, the Debtors have taken actions to stabilize their operations. The Debtors' management actively and regularly contacts its customers, vendors and other business partners to assure them that the Case will not adversely affect the Debtors' ability to operate and honor trade terms. At the same time, management has 75 addressed and will continue to address the many emergencies and other matters which are incidental to the commencement of a complex chapter 11 case, including responding to a multitude of inquiries by employees, unsecured Creditors, the Creditors' Committee and its Professionals and others. For purposes of representation of the Debtors in the Case, the Debtors retained Professionals, including, without limitation, (i) the law firm of Foley & Lardner LLP, Detroit, Michigan, who succeeded Dykema Gossett PLLC as general bankruptcy counsel; (ii) Conway Mackenzie & Dunleavy ("CMD"), Birmingham, Michigan, as chief restructuring officer, and (iii) Jefferies and Company, Inc. ("Jefferies"), New York, New York, as investment bankers. In addition, the Debtors have retained numerous other professionals to act as special counsel in limited matters. Further, the Debtors retained Doeren Mayhew to act as a forensic accountant to investigate causes of action against Winget and the Winget Affiliates. The Post-Petition Agent required the employment of a chief restructuring officer of the Debtors. CMD assumed the role of chief restructuring officer of the Debtors, and, in that capacity, has the full power and primary authority to formulate and negotiate proposals for a financial restructuring of the Debtors and to submit such proposals to the restructuring committee of the Debtors for consideration. CMD has the power and authority to meet with the Debtors' restructuring committee, or the entire boards of directors or managers, as the case may be, of the Debtors without others present. Additionally, CMD has the power and authority to communicate with Creditors of the Debtors. Together with their petitions for relief, the Debtors filed a number of "first day" motions on the Petition Date and have filed or expect to file various other motions seeking orders from the Court as listed on Exhibit E (the "Motions"). Each of the first day Motions was granted, in whole or in part, by the Bankruptcy Court. B. CASE ADMINISTRATION 1. BAR DATE AND VOTING In accordance with Bankruptcy Rules 3003(c) and 9029, by order dated August 29, 2003 the Bankruptcy Court established October 15, 2003 as the Claims Filing Bar Date, subject to certain exceptions described in the order. Due to an error by the claims agent, the Debtors obtained an order extending the Claims Filing Bar Date to December 15, 2003 (the "Bar Date") and the Debtors will not object to any Claims filed before that date as being late filed. The Debtors sent new Claims packages to Creditors to explain the error and provide directions for filing a Proof of Claim. Pursuant to Bankruptcy Rule 3003(c)(2), any Creditor: (a) whose Claim (i) was not scheduled by the Debtors or (ii) was scheduled as disputed, contingent or unliquidated, and (b) who failed to file a Proof of Claim on or before the Bar Date, will not be treated as a Creditor with respect to that Claim for purposes of voting on the Plan or receiving a distribution under the Plan. Further, unless a Proof of Claim is filed on or before the Bar 76 Date, the Claim amount listed in the Debtors' Schedules is dispositive. Simultaneously with filing this Disclosure Statement, Debtors also filed a Motion to establish detailed procedures with respect to voting on the Plan. Any order resulting from such Motion will be provided to constituencies along with the approved Disclosure Statement at the appropriate time. If the Plan is confirmed, the Debtors will have up to 180 days from the Effective Date to file any Claim objections, provided that such date may be extended. C. DEBTOR IN POSSESSION FINANCING Venture arranged for post-petition financing pursuant to the Post-Petition Credit Agreement, dated as of March 28, 2003, as amended by the First Amendment to Post-Petition Credit Agreement, dated as of August 12, 2003 (the "Initial DIP Agreement"). An interim order approving the Initial DIP Agreement was entered by the Bankruptcy Court on April 4, 2003, and a final order approving the Initial DIP Agreement was entered by the Bankruptcy Court on May 1, 2003. The Initial DIP Agreement was amended and restated pursuant to the Amended and Restated Post-Petition Credit Agreement, dated as of January 7, 2004 (as amended, the "A&R DIP Agreement", together with all related documents and security instruments, the "Existing DIP Facility"). The A&R DIP Agreement has been amended numerous times to the date hereof to, among other things, (i) make mutually acceptable changes, (ii) increase the interest rate of, and remove the Eurodollar option for borrowing on, the loans and (iii) extend the deadline for delivery of certain items. An interim order approving the Existing DIP Facility was entered by the Bankruptcy Court on December 22, 2003 and a final order approving the Existing DIP Facility was entered by the Bankruptcy Court on January 9, 2004 (the "Existing DIP Order"). Under the Existing DIP Facility, the financial institutions party thereto (the "Existing DIP Lenders") have extended post-petition credit to Venture in an aggregate amount not to exceed $55.0 million, $30.0 million of which is in the form of term loans and $25.0 million of which is in the form of revolving loans (which revolving loan amount includes a $5.0 million sublimit for letters of credit). Borrowings are made against a borrowing base formula comprised of eligible accounts receivable, eligible inventory and eligible equipment and real property, less certain reserves. Revolving Loans under the Existing DIP Facility may be repaid and reborrowed in accordance with the terms of the Existing DIP Facility. The principal amount of each loan under the Existing DIP Facility currently bears interest at (i) the sum of the higher of (x) the rate announced by Bank One, N.A. from time to time as its prime rate and (y) the federal funds rate plus 0.5% and plus (ii) 5.0% per annum. Interest is payable on the last day of each calendar month (each such date, a "Payment Date"). In addition, the Existing DIP Facility requires Venture to pay to Black Diamond Commercial Finance, L.L.C. ("BDCF"), as Post-Petition Administrative Agent (the "Post-Petition Agent"), for the ratable benefit of the Existing DIP Lenders (i) on each 77 Payment Date (a) a nonrefundable commitment fee equal to 0.75% per annum of the unborrowed commitment amount, and (b) a letter of credit fee equal to 4.50% per annum of the maximum amount available to be drawn under all letters or credit issued and outstanding and (ii) on January 7, 2004 and the last day of each successive calendar quarter, a $25,000 facility fee. Venture is also obligated to pay to Bank One, NA (i) in its capacity as issuer of any letters of credit, an issuance fee of 0.375% per annum on the average daily undrawn amount under each letter of credit, which amount is payable in arrears on each Payment Date and (ii) in its capacity as servicer under the DIP Facility on January 7, 2004 and the last day of each successive calendar quarter, a $25,000 servicing fee. The Post-Petition Agent, for the benefit of the Existing DIP Lenders, was granted Enhanced Priority (as defined in the Existing DIP Facility) liens upon all of the currently owned and after acquired property of Venture and the Domestic Subsidiaries, subject to (i) Permitted Liens (as defined in the Existing DIP Facility) that are non-avoidable, valid and perfected as of the Petition Date, to the extent that such Permitted Liens would have priority over the liens of the Pre-Petition Lenders as of the Petition Date, (ii) Permitted Liens specifically allowed for under the Existing DIP Facility, and (iii) fees and expenses allowed under the Carve-Out (as defined in the DIP Facility), and excluding recoveries under Causes of Action asserted under Chapter 5 of the Bankruptcy Code (such as preference actions), which causes of action are being preserved and transferred to the Creditors' Trust and Creditors' Warrant. The Pre-Petition Lenders have consented to the grant of a priming lien to the Existing DIP Lenders. The Domestic Subsidiaries and Deluxe have guaranteed the obligations of Venture under the Existing DIP Facility. The guaranty of the Existing DIP Facility is similar in form and substance to that given by the Domestic Subsidiaries to the Pre-Petition Lenders in connection with the Existing Bank Facility. In addition, in connection with the A&R DIP Agreement, Winget and the Affiliate Guarantors guaranteed the obligations of Venture under the Existing DIP Facility. The Affiliate Guarantors granted liens in their respective assets and pledged the stock of certain of their subsidiaries to secure their guaranty obligations and Winget pledged 100% of his ownership in each of the Affiliate Guarantors to secure his guaranty obligations. The guaranty of the Existing DIP Facility by Winget and the Affiliate Guarantors is similar in form and substance to that given by Winget and the Affiliate Guarantors to the Pre-Petition Lenders in connection with the Existing Bank Facility. The Pre-Petition Lenders have consented to the grant of a priming lien to the Existing DIP Lenders with respect to this additional pledged collateral. On May 11, 2004, the Debtors filed their Motion For An Order (I) Authorizing Debtors To Enter Into Senior Post-Petition Credit Agreement And Obtain Post-Petition Financing Pursuant To Sections 363, 364 And 105 Of The Bankruptcy Code, (II) Granting Senior Liens, Security Interests, And Superpriority Claims, (III) Authorizing The Conversion Of Certain Revolving Credit Obligations Into Term Loan Obligations, (IV) Authorizing The 78 Debtors To Enter Into Modifications Of Certain Customer Agreements, And (V) Granting Related Relief (the "Senior DIP Motion"). The hearing to consider the Senior DIP Motion is scheduled for June 3, 2004. While there can be no assurances that the Court will approve the Senior DIP Motion, the Plan is premised on such approval. The Senior DIP Motion seeks to approve a new senior post-petition credit agreement consisting of revolving credit loans in the aggregate amount of $25,000,000 (the "Senior DIP Facility") in favor of the Debtors and to amend the A&R DIP Agreement to, among other things, prohibit new loans (but to leave existing borrowings outstanding) and to extend the scheduled termination agreement of such agreement to December 31, 2004 (consistent with the Senior DIP Facility). Additionally, the Senior DIP Motion seeks authority for the Debtors to pay fees and costs in association with the preparation, execution and delivery of the documentation of the Senior DIP Facility and the amendment of the A&R DIP Agreement. The DIP Motion also seeks authority and approval for the Debtors to grant liens to Senior DIP Facility lenders (the "Senior DIP Lenders") that will be senior to the liens securing the Existing DIP Facility, the Third Priority Liens (defined below), the liens securing the Existing Bank Facility, and all other liens subject only to the Carve-Out (as defined in the Senior DIP Facility). Additionally, the Senior DIP Facility obligations are, subject to the above-referenced Carve-Out, entitled to superpriority status pursuant to section 364(c)(1) of the Bankruptcy Code. In addition, the Senior DIP Agreement will require Venture to pay to the Senior Post-Petition Agent for the ratable benefit of the Senior DIP Lenders on each Payment Date (i) a nonrefundable commitment fee equal to 0.50% per annum of the unborrowed commitment amount, and (ii) a letter of credit fee equal to 4.50% per annum of the maximum amount available to be drawn under all letters of credit issued and outstanding. Venture will also obligated to pay to Bank One, NA, in its capacity as issuer of any letters of credit, an issuance fee of 0.375% per annum on the average daily undrawn amount under each letter of credit, which amount is payable in arrears on each Payment Date. The Domestic Subsidiaries will guarantee the obligations of Venture under the Senior DIP Agreement. The guaranty will be similar in form and substance to that given by the Domestic Subsidiaries to the Pre-Petition Lenders in connection with the Existing Bank Facility and to the DIP Lenders in connection with the DIP Facility. Winget and the Affiliate Guarantors will not guarantee the obligations of Venture under the Senior DIP Agreement. The Senior DIP Motion also seeks authority and approval for the Debtors to grant liens to the Senior DIP Lenders that will be senior to (i) the liens securing the Existing DIP Facility, (ii) the Third Priority Liens (defined below), (iii) the liens securing the Existing Bank Facility, and (iv) all other liens, subject only to (a) a carve-out for fees required to be paid to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and any fees payable to the Clerk of the Bankruptcy Court, (b) any allowed fees and disbursements of professionals retained by the Debtors and by not more than two statutory committees 79 appointed in the Debtors' chapter 11 cases, and (c) the allowed expenses of any member of such committees under section 503(b)(3)(F) of the Bankruptcy Code. Additionally, the Senior DIP Agreement obligations shall, subject to the above-referenced carve-out, be entitled to superpriority status pursuant to section 364(c)(1) of the Bankruptcy Code. The Senior DIP Agreement is conditioned upon, inter alia, the Bankruptcy Court's order that for each dollar provided to the Senior DIP Revolver by a Pre-Petition Lender, an equal amount of such Pre-Petition Lender's claims against the Debtors from the Existing Bank Facility (the "Third Priority Indebtedness") will be granted (i) a third priority lien on substantially all assets of the Debtors and (ii) an administrative priority claim, senior to the liens and claims granted to secured obligations under the Existing Bank Facility, but junior to the liens and claims granted to secured obligations under the Senior DIP Agreement and the DIP Facility (the "Third Priority Liens"). In addition, the Senior DIP Agreement term sheet calls for a grant of a lien on all of the debtors' avoidance actions, including the Extinguished Actions and certain Retained Actions in favor of the Senior DIP Lenders. Should the Bankruptcy Court confirm a reorganization plan for the Debtors that is premised upon and effectuates the Contribution Agreement and that plan becomes effective, the Third Priority Liens will become automatically null and void and the indebtedness previously secured by the Third Priority Liens will revert to pre-petition secured indebtedness. Additionally, notwithstanding section 1129(a)(9)(A) of the Bankruptcy Code and the fact that the Senior DIP Lenders holding claims pursuant to the obligations under the Third Priority Lien provision (the "Third Lien Lenders") will be granted superpriority administrative claim status, the Third Lien Lenders have agreed that any treatment of the Third Priority Lien claims under any plan of reorganization filed by the Debtors that is not premised upon the enforcement of the Contribution Agreement will not require the unanimous consent of the Third Lien Lenders and will instead be approved upon the consent of the Third Lien Lenders that hold at least 2/3 of the amount and are at least 1/2 in number of the holders of such claims. On the Effective Date, all amounts then outstanding under the Senior DIP Agreement and the DIP Facility will be repaid in full in cash with borrowings under the Exit Financing Facility. D. AGREEMENTS WITH CERTAIN CUSTOMERS 1. OMNIBUS ACCOMMODATION AGREEMENT On March 31, 2003, the Debtors entered into an Omnibus Accommodation Agreement with GM, Ford and DaimlerChrysler (GM, Ford and DaimlerChrysler are referred to collectively as the "Customers"), the Pre-Petition Agent and the Post-Petition Agent, which Omnibus Accommodation Agreement was amended pursuant to a letter agreement (the "Letter Agreement") dated as of December 19, 2003 (as amended, the "Accommodation Agreement"). The Accommodation Agreement provides, among other things, that the Customers will (a) suspend their rights to setoff claims that they may have for special or consequential damages against the Debtors, in order to support higher 80 advance rates against eligible receivables from the DIP Lenders under the DIP Facility, (b) purchase inventory from the Post-Petition Agent or the Debtors, under circumstances described in the Accommodation Agreement, in order to support higher advance rates against eligible inventory from the DIP Lenders under the DIP Facility, and (c) not resource current contracts with the Debtors, so long as conditions described therein are satisfied, until the earlier of (i) June 30, 2004 or (ii) the occurrence of stated events which materially affect the Customers' willingness to continue the non-resourcing provisions. In exchange for these accommodations, the Post-Petition Agent for the Pre-Petition Lenders and the DIP Lenders agreed to forbear from exercising certain rights under the Existing Bank Facility for defaults in existence at the time of the Accommodation Agreement, subject to certain limitations. The Debtors anticipate that the Accommodation Agreement and the Access and Security Agreement described below will be extended. 2. ACCESS AND SECURITY AGREEMENT As additional consideration for the Customers to enter into the Accommodation Agreement, the Debtors entered into the Access and Security Agreement, dated March 31, 2003 with the Customers, which was amended by the Letter Agreement (as amended, the "Access Agreement"). Pursuant to the Access Agreement, among other things, the Debtors granted to the Customers a subordinate (to the Pre-Petition Lenders and the DIP Lenders) security interest in all of their assets necessary for the production of the parts covered by the purchase orders with the Customers. In addition, the Debtors agreed to provide the Customers with access to all of their facilities, equipment, raw materials and employees necessary to produce such parts for a period of up to 360 days, upon the occurrence of certain stated events which materially affect the ability of the Debtors to continue to produce the parts covered by such purchase orders. Such access also includes a granting of a non-exclusive license by the Debtors to the Customers with respect to the Debtors' intellectual property relating thereto for the purpose of producing parts during the access period. Upon the exercise of its access rights, among other things, a Customer is responsible for (a) purchasing the inventory as provided in the Accommodation Agreement and (b) paying the allocated overhead expenses otherwise incurred by the Debtors in the production of such parts. The Access Agreement is generally co-terminous with the Accommodation Agreement, subject to any extension due to any exercise by a Customer of the access rights. 3. INSTANT PAYMENT TERMS AGREEMENT In October 2002, the Debtors and the Customers entered into the Instant Payment Terms Agreement (the "Instant Payment Terms Agreement"). The Instant Payment Terms Agreement provides that, upon notice by the Debtors of the need for instant payment terms, each Customer will make payment to the Debtors for shipments and production of Component Parts (as defined therein) on an expedited basis in exchange for a 2% discount for costs associated with the accelerated payment so long as the conditions therein are satisfied. The Debtors also agreed to build inventory banks at the Customers' request. Furthermore, the Instant Payment Terms Agreement contains certain acknowledgments and agreement with respect to rights to and interest in Tooling (as 81 defined therein) used in the production of the Customers' Component Parts. Although the Instant Payment Terms Agreement technically has expired, the Customers and the Debtors have continued to adhere to its terms as though it were in full force and effect. 4. 2002 GENERAL MOTORS ACCOMMODATION AGREEMENT In October, 2002, the Debtors and GM entered into an Accommodation Agreement (the "GM Accommodation Agreement") whereby GM agreed to advance payment on certain tooling programs and the Debtors agreed to settle and release GM from certain claims as more specifically defined in the GM Accommodation Agreement. In mid-year 2003, the Debtors completed work on certain tooling programs for which GM had issued purchase orders (the "Tooling Purchase Orders") and invoiced GM in the ordinary course of Debtors' business (the "Tooling Invoices"). The Tooling Invoices total $2,338,860. Upon receipt of the Tooling Invoices, GM advised that GM's obligations under the Tooling Purchase Orders and Tooling Invoices were released pursuant to the GM Accommodation Agreement. The Debtors contend that the release did not relieve GM from its obligations under the Tooling Invoices and Tooling Purchase Orders. The Debtors and GM have had several meetings to negotiate a resolution of this disputed issue. The Debtors and GM are finalizing the documentation of a Mutual Settlement Agreement and Release, whereby, subject to court approval, GM would pay the Debtors the sum of $800,000, and the Debtors would agree and acknowledge that upon receipt of such payment, title in and to all tooling referenced in the Tooling Purchase Orders and Tooling Invoices would automatically vest in GM, free and clear of all liens, claims and interest. Further, the Debtors would release GM from any and all demands, causes of action and claims arising from or related to the Tooling Purchase Orders or Tooling Invoices. The Debtors will file a motion to approve such settlement agreement promptly after its execution. 5. MODIFICATIONS TO CUSTOMER AGREEMENTS UNDER THE SENIOR DIP MOTION Pursuant to the Senior DIP Motion, the Debtors have sought authorization to enter into certain modifications to the Accommodation Agreement, the Access Agreement and the Instant Payment Terms Agreement, which, among other things, extends the scheduled termination of such agreements to December 31, 2004, subject to the occurrence of certain events. In addition, pursuant to the Senior DIP Motion, the Debtors sought the Court's confirmation that (i) under the Access Agreement, upon the occurrence of a Default (as defined therein), any one or more of the Customers (or their designee) is permitted to exercise the Right of Access (as defined in the Access Agreement) without notice or further order of the Bankruptcy Court and (ii) under the Accommodation Agreement, upon the occurrence of a Trigger Event (as defined therein) the agent for the Senior DIP Lenders, the Post-Petition Agent, and the Pre-Petition Agent shall have the right, without further order of the Bankruptcy Court, to sell the inventory governed by such agreement to the Customers pursuant to the terms of the Accommodation Agreement. 82 E. CONTRIBUTION AGREEMENT AND THE FORMATION OF VENTURE DELAWARE On or about September 22, 2003, the Debtors entered into the Contribution Agreement with Larry J. Winget, the Larry J. Winget Living Trust and the Other Transferors Named therein. A fully executed copy of the Contribution Agreement is attached to the Plan as Exhibit D. All terms not specifically defined in this Section or in the Plan will have the meaning attributed to them in the Contribution Agreement. Pursuant to the Contribution Agreement, upon the fulfillment of certain conditions precedent, which include, without limitation, Confirmation of the Plan, the Transferors shall assign, transfer and convey to Venture Delaware and Venture Holdings shall cause Venture Delaware to accept from the Transferors, all of the Transferors' right, title and interest in, to and under the Equity Interests (as defined in the Contribution Agreement, the "Transferred Equity Interests") and the Transferred Assets. In consideration for the transfer of the Transferred Equity Interests and Transferred Assets, Venture Delaware will assume certain liabilities associated with the Transferred Assets and issue to the Transferors 100% of the Common Membership Interests (the "Winget Interests"), subject to dilution upon the exercise of the Creditors' Warrant. The Contribution Agreement contains representations and warranties made by the Transferors with respect to the Transferred Winget Entities and the Transferred Assets, including certain customary representations and covenants regarding power and authority and ability to effectuate the transactions contemplated in the Contribution Agreement. The Contribution Agreement contains certain conditions to the obligations of the Transferors to perform under the Contribution Agreement. Among other conditions, the Contribution Agreement provides that Plan must be feasible under Section 1129(a)(11) of the Bankruptcy Code and that the plan as confirmed cannot contain modifications from the Original Plan which are materially adverse to the Transferors taken as a whole. The Contribution Agreement provides the parties with certain termination rights. Such termination rights include the right of either the Transferors or Venture Holdings (with the consent of the Pre-Petition Agent) to terminate the Contribution Agreement if the Closing Date does not occur prior to June 30, 2004; provided, however, that the right to terminate the Contribution Agreement if a Closing Date does not occur by June 30, 2004, is not available to a party whose failure to fulfill any obligation under the Contribution Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur prior to June 30, 2004. The Contribution Agreement provides that each of the parties thereto shall have the right to specifically enforce the Contribution Agreement in any court of competent jurisdiction, including the Bankruptcy Court. Approval of the Contribution Agreement by the Bankruptcy Court is not a condition to the parties' rights to compel specific performance. However, the Debtors' obligations thereunder are subject to the approval of the Bankruptcy Court. Additionally, the Contribution Agreement provides that Pre-Petition Agent shall be deemed a third party beneficiary of the entire Contribution Agreement and 83 shall have the ability to enforce the obligations contained in the Contribution Agreement. The Debtors currently anticipate that they will need to compel the Transferors' performance under the Contribution Agreement consistent with the terms and conditions contained therein. In connection with the Plan, Winget has been given, for a period of two years from the Effective Date, the right to cause Venture Delaware to redeem 100% of the Preferred Membership Interests issued under the Plan to the Holders of Class 3 Claims. In order to exercise this right of redemption, Winget would need to deliver to Venture Delaware cash in an amount equal to the par amount of the Preferred Membership Interests plus all accrued and unpaid dividends through the time the right of redemption is exercised. Any time after the Bank Senior Notes, the Bank Junior Notes, and, if any of the holders of the Bank Senior Notes or Bank Junior Notes are lenders under the Exit Financing Facility, the Exit Financing Facility, have been paid in full and any commitments to the lender under the Exit Financing Facility have been terminated, Venture Delaware may redeem all but not less than all of the Preferred Membership Interests for cash equal to the par amount of the Preferred Membership Interests plus all accrued and unpaid dividends through the time that the redemption right is exercised; provided, however, that prior to the second anniversary of the Effective Date, Venture Delaware shall not redeem the Preferred Membership Interests unless Winget (so long as Winget and the Winget Affiliates in the aggregate own at least 25% of the outstanding Common Units) has given his prior written consent to such redemption (which Winget may withhold in his sole discretion). The Debtors, the Steering Committee and the Creditors' Committee believe that the Contribution Agreement is in the best interest of the Debtors' respective Estates. Certain of the Transferred Winget Entities are critical to both the operations and value of the Debtors' business. The Debtors, the Steering Committee and the Creditors' Committee determined that preservation of the value of the business was most effectively achieved through the contribution of the Transferred Winget Entities to the Debtors as the alternative is litigation of the Extinguished Actions, which will take more time than the business can withstand. Moreover, pursuant to the Contribution Agreement, the Debtors will receive the added value of the South African and Australian Winget Affiliates, which together add an approximate EBITDA of $58.2 million to Venture Delaware. The Contribution Agreement and the Plan provide that the Value of the Extinguished Actions will be preserved for the benefit of General Unsecured Creditors through valuation procedures to be approved prior to the Effective Date. The Value of the Extinguished Actions determined through such valuation procedures may reduce the percentage ownership of the Transferring Winget Entities in Venture Delaware through the Creditors' Warrant described herein. This mechanism is designed to capture the value that the Holders of Class 5 Claims would have obtained if they successfully sued Winget and/or the Winget Affiliates. Indeed, the mechanism under the Contribution Agreement and the Plan ensures a better result for the Holders of Class 5 Claims because, it preserves both the business by consensual integration of key assets, and gives creditors the value they would have obtained through the Extinguished Actions, in the form of 84 common stock. Any Causes of Action of the Debtors against Retained Entities will be transferred to the Creditors' Trust for the benefit of the Holders of Class 5 Claims, subject to the terms of the Settlement. Under the Contribution Agreement, Winget and the other Transferors have a right to terminate the Contribution Agreement in the event the Plan as modified from the Plan originally filed in September 2003 contains modifications which materially adversely effect Winget and the other Transferors taken as a whole. The changes to the Plan and the Settlement, as described in this Disclosure Statement, have not been agreed to by Winget and the other Transferors. Winget and the Transferors are in the process of evaluating whether such changes materially adversely affect Winget and the other Transferors taken as a whole. If Winget and the other Transferors determine that such changes have a material adverse effect or that any other condition to the Contribution Agreement has not been fulfilled, Winget and the other Transferors may argue that they are not obligated to close under the Contribution Agreement. The Debtors, the Steering Committee and the Creditors' Committee will oppose any such argument. In the event the Bankruptcy Court determines that such changes have a material adverse effect on Winget and the other Transferors taken as a whole, confirmation of the Plan in its current form may result in confirmation of a plan that ultimately cannot become effective. Winget and the other Transferors also believe that the Plan may not be feasible and have the right under the Contribution Agreement to assert the lack of feasibility. F. CONTESTED MATTERS Since the Petition Date, the Debtors have become parties to the following contested matters. Each will be discussed in turn below. 1. OFFICIAL COMMITTEE OF UNSECURED CREDITORS' MOTION TO APPOINT A TRUSTEE On August 26, 2003, the Creditors' Committee filed a Motion for an Order Directing the Appointment of a Trustee Pursuant to 11 U.S.C. Section 1104 (the "Trustee Motion"). In the Trustee Motion, the Creditors' Committee alleged, without evidentiary support, that the current management of the Debtors should be supplanted by a Chapter 11 trustee because it is acting in the interests of Mr. Larry Winget, the trustee and sole beneficiary of the Winget Trust, the owner of Venture. Objections to the Trustee Motion were filed by the Debtors as well as the Pre-Petition Agent on behalf of the Senior Lenders, General Motors Corporation and Winget (collectively, the "Objecting Parties"). The Debtors and the Objecting Parties all agree and have advanced in their respective pleadings that the appointment of a trustee would be detrimental to the Debtors' business operations and would jeopardize the Debtors' relationships with their customers and their ability to obtain exit financing, with the concomitant potential that the value available to Creditors would be materially diminished. On October 9, 2003, the Court ruled that an evidentiary hearing on the Trustee Motion would begin on March 15, 2004. Because of the cooperative efforts between the Debtors and the Creditors' Committee with respect to the Extinguished Actions, on February 6, 85 2004, the Creditors' Committee filed a Motion to vacate the scheduling order for the Trustee Motion and to place the Trustee Motion on hold. By order dated February 27, 2004, the Trustee Motion was effectively withdrawn. 2. MOTION OF HYUNDAI MOTOR MANUFACTURING ALABAMA, LLC'S MOTION FOR RELIEF FROM STAY On or about September 2, 2003, Hyundai Motor Manufacturing Alabama, LLC filed a motion for relief from the automatic stay pursuant to Section 362(d) of the Bankruptcy Code (the "Hyundai Motion") to terminate a certain contract evidenced by a Letter of Intent dated February 4, 2003 (the "Hyundai Contract"). The Hyundai Contract contemplated that Debtor Venture Industries Corporation develop and supply production parts and components for Hyundai's Sonata NF model to be built in Hyundai's new assembly and manufacturing plant in Montgomery, Alabama. Hyundai alleged that Venture Industries Corporation breached the Hyundai Contract by failing to satisfy certain milestones set forth in the Hyundai Contract and, as such, cause existed to lift the automatic stay to enable Hyundai to terminate the Hyundai Contract. Moreover, Hyundai sought an order requiring Venture Industries Corporation to return certain proprietary information to which Venture Industries Corporation was exposed pursuant to the Hyundai Contract. Alternatively, Hyundai sought an order compelling Venture Industries Corporation to immediately assume or reject the Hyundai Contract and prohibiting Venture Industries Corporation from disclosing certain proprietary information pending assumption or rejection. Venture Industries Corporation filed its objection to the Hyundai Motion on September 18, 2003. The position of Venture Industries Corporation was that it was not in breach of the Hyundai Contract and that it should not be forced to make a decision as to assumption or rejection of the Hyundai Contract prior to Confirmation of the Plan. The parties subsequently agreed to, and the Bankruptcy Court entered, a Stipulated Order resolving Hyundai's motion (the "Stipulated Order"). The Stipulated Order provided that the Hyundai Contract would be automatically assumed by the Debtors and assigned to an approved designee on or before December 15, 2003 if certain conditions were satisfied prior to such date. Those conditions included that (a) the approved assignee receive a binding commitment from a lender for funds up to $80.0 million and on terms and conditions that are capable of being satisfied within a reasonable time, (b) the approved assignee would have received a contribution of equity capital in an amount not less than $22.0 million (with the Debtors having the right, but not the obligation, to contribute $8.0 million provided the Bankruptcy Court approved such contribution) and (c) the approved assignee would enter into contracts for construction of a facility in Prattville, Alabama for the production of parts under the Hyundai Contract (such contracts to be with vendors reasonably acceptable to Hyundai and providing for performance dates sufficient for the approved assignee to meet relevant Hyundai Contract milestones). As the Debtors were unable to provide Hyundai with evidence that the foregoing conditions were satisfied as of December 15, 2003, the Hyundai Contract was deemed automatically rejected. 86 3. MATRA ARBITRATION On April 27, 2000, Matra Automobile ("Matra") and Peguform executed several agreements to capitalize on their respective skills in the creation of a common enterprise, by setting up Matra Venture Composites ("MVC") to develop technical and research expertise and manufacture automobile parts in composite materials. Accordingly, in pursuit of this endeavor, Venture and Matra agreed to procure new business "for the performance of Peguform's commitments" under said agreements, along with a commitment of MVC to purchase materials from Peguform. As a result of the agreements between Matra and Peguform, Peguform provided certain funds to MVC. During the pendency of Peguform's insolvency proceedings, Matra initiated an Arbitration Proceeding (the "Arbitration Proceeding") on April 16, 2003 alleging certain contractual defaults on the part of Peguform and requiring the payment by Venture of damages relating thereto. In response to the action initiated by Matra, Venture sought a stay of the Arbitration Proceeding pursuant to U.S. bankruptcy laws, denied Matra's allegations on the merits, and requested that Matra bear the costs of the Arbitration Proceeding. On September 4, 2003, Matra filed a Motion for relief from the automatic stay in the Bankruptcy Court to proceed with the Arbitration Proceeding in France. The Debtors in turn filed an objection to Matra's Motion. On October 2, 2003, the Bankruptcy Court held a hearing on the matter and denied Matra's motion for relief from the automatic stay, without prejudice, affording Matra an opportunity to refile its Motion in 60 days. As of the date of this Disclosure Statement, Matra has not made any such additional filing. 4. TRW SETOFF DISPUTE The Debtor Vemco, Inc. ("Vemco") and TRW Vehicle Safety Systems Inc. ("VSSI"), an affiliate of TRW Automotive, Inc. ("TRW"), are parties to a Supply Agreement dated as of July 1, 2001 (the "Supply Agreement"), pursuant to which VSSI agreed to source to Vemco certain of its requirements for Safety Systems Products. In addition, Vemco and VSSI are parties to purchase orders for the production of tooling by the Debtors (the "Tooling Purchase Orders"). Furthermore, in connection with the Supply Agreement, Vemco and VSSI and certain other entities entered into a Cross-License Agreement dated as of December 17, 2001 (the "License Agreement") involving the grant of certain licenses of patents and other intellectual property. The Debtors and TRW and their affiliates are also the subjects of an Agreement dated August 13, 2002 (the "Setoff Agreement"). The Setoff Agreement provides that the Debtors and their direct or indirect subsidiaries or affiliates (each a "Venture Party" and, collectively, the "Venture Parties") and TRW and its direct or indirect subsidiaries or affiliates (each a "TRW Party" and, collectively, the "TRW Parties") may set off amounts mutually agreed as owed by any Venture Party to any TRW Party against any amounts mutually agreed as owed by any TRW Party to any Venture Party, and vice-versa. On January 16, 2003, Venture Mold and Engineering Corporation submitted to TRW Parties Venture Mold and Engineering Corporation's invoice number 1419 in the amount of $100,000 and invoice number 1420 in the amount of $967,183 (the "Venture Mold 87 Invoices"). The Venture Mold Invoices are not yet due and payable in accordance with their terms, because they are subject to production approval by TRW. The Debtors have agreed to assume the Supply Agreement, the Venture Mold Invoices, the Setoff Agreement, the License Agreement and the Tooling Purchase Orders (collectively, the "Contracts"), because the Contracts benefit the Debtors' estates and preserve the Debtors' relationship with TRW. As of the Petition Date, TRW Parties owed Venture Parties $2,660,802.80 and Venture Parties owed TRW Parties $717,490.81 (the "TRW Pre-Petition Debt"). The amount owed by TRW Parties to Venture Parties has been reduced by post-petition payments by TRW of $500,000 and $18,628.11 to a balance of $2,142,174.70 (the "Venture Pre-Petition Debt"). TRW further claims that the Debtors' former affiliates in Germany, Peguform GmbH & Co. KG and its related entities ("Peguform"), owe TRW Parties approximately $798,435.55 Euros, which is the equivalent of $953,276.15 as of April 30, 2004 (the "Peguform Amount"), and TRW has asked Debtors to agree to setoff the Peguform Amount against the Venture Pre-petition Debt. TRW has requested, and the Debtors have agreed that it is appropriate to set off the Venture Pre-Petition Debt against the TRW Pre-Petition Debt. However, the Debtors dispute that the Peguform Amount should be set off against the Venture Pre-Petition Debt. Pursuant to a stipulated order executed by counsel for TRW and the Debtors (the "Stipulated Order"), the Debtors and TRW agreed to set off their pre-petition debts, with the exception of the Peguform Amount. In addition, the Debtors agreed to assume the Contracts. The Debtors filed a motion with the Court to approve the entry of the Stipulated Order and the setoffs and assumption of the Contracts as specified therein. In accordance with the Stipulated Order, the Peguform Amount has been reserved from the Venture Pre-Petition Debt, pending the Court's determination as to whether the Peguform Amount will be paid to the Debtors or set off. The Debtors and TRW have agreed to the following procedure for the Court to make such determination. TRW will file a motion to set off the Peguform Amount on or before May 17, 2004. The Debtors will have until June 1, 2004 to object to any such motion by TRW. Subsequently, the parties will request that the Court hold a hearing within two weeks of the filing of the Debtors' objection to resolve the matter. 5. UNIVERSAL PLASTICS' MOTION FOR RELIEF FROM STAY On February 13, 2004, Universal Plastic Industries, Inc., d/b/a UV Automotive Group ("Universal") filed the following two motions: (a) Universal Plastic Industries, Inc.'s Motion for Relief From Stay To Allow Setoff; and (b) Universal Plastic Industries, Inc.'s Motion To Compel Payment of Administrative Expense. Universal is owned fifty-five (55%) by Mr. and Mrs. Burt Shah and forty-five percent (45%) by Venture Universal, LLC. With regard to the motion for relief from stay, Universal requested that the Court 88 lift the automatic stay for the exercise of setoff rights under Section 553 of the Bankruptcy Code. On March 1, 2004, the Debtors filed an Objection to Universal Plastic Industries, Inc.'s Motion for Relief From Stay To Allow Setoff. In the Debtors' objection, the Debtors asserted that no basis for the exercise of setoff existed and that Universal owed the Debtors more than the Debtors owed Universal on a pre-petition basis. With regard to the motion to compel payment of administrative expense, Universal argued that it was entitled to $259,421.47 on account of post-petition invoices. Again, the Debtors filed an Objection to Universal Plastic Industries, Inc.'s Motion To Compel Payment of Administrative Expense. In the Debtors' objection, the Debtors contended that certain of the transfers identified in Universal's motion were issued pre-petition and therefore, could not serve as a basis for administrative expenses. Moreover, the Debtors noted that Universal was not entitled to an administrative expense because the amounts owed to the Debtors exceed those owed to Universal for post-petition obligations. On April 22, 2004, the Court held a hearing on the above-motions. Both Universal and the Debtors informed the Court of their respective intentions to resolve the matter, rather than proceed with an evidentiary hearing at that time. Accordingly, the Court rescheduled the hearing for May 20, 2004 on both motions. Thereafter, the parties met and reached an agreement in principle with regard to the Motion To Compel Payment of Administrative Expense. The Debtors and Universal continue in their efforts to resolve the matter on the Motion for Relief From Stay To Allow Setoff. 6. RECLAMATION CLAIMS On June 3, 2003, the Bankruptcy Court entered its Order Granting Debtors' Motion For An Order Under 11 U.S.C. Sections 105(a), 362, 503(b), And 546 Establishing Procedures With Respect to Reclamation Claims And Prohibiting Third Parties From Reclaiming Goods Or Interfering With The Delivery Of Goods To The Debtors (the "Reclamation Order"). The Reclamation Order provides for procedures to determine the valid amount of reclamation claimants' claims, but is silent as to the actual relief to which such claimants may be entitled. On August 18, 2003, one of the reclamation claimants, Jason, Incorporated ("Jason") filed its Request For Judicial Determination Of Disputed Reclamation Claim, requesting that the Court determine the correct amount of its reclamation claim. Subsequently, on September 11, 2003, Bank One, NA ("Bank One"), as the administrative agent for the Debtors' prepetition senior secured lenders and postpetition senior secured Lenders, filed the Objection Of Bank One, NA, In Its Capacity As Agent For The Prepetition Senior Lenders And The Postpetition Senior Lenders, To Reclamation Claims Under Section 546(c) Of The Bankruptcy Code (the "Agent's Objection"). In the Agent's Objection, Bank One asserted that reclamation claimants are not entitled to special relief (including the return of goods or a grant of administrative priority) under the facts of this case. A hearing will be scheduled on the determination of the amount of Jason's reclamation claim. 89 On December 18, 2003, another reclamation claimant, Insite Industries, Inc. ("Insite"), filed its Motion to Compel Payment of Undisputed Reclamation Claims (the "Insite Motion"), requesting that the Court grant Insite an administrative expense claim in the amount of $14,166.20 on account of its reclamation claim and compel the Debtors to promptly pay such administrative claim. Jason concurred in the Insite Motion, and the Debtors and Bank One objected to the Insite Motion. At a hearing on the Insite Motion, the Bankruptcy Court established a briefing schedule for Insite, Jason and any other reclamation claimants to submit briefs on the issue of whether any special relief (in the form of an administrative claim or junior lien) should be granted to the reclamation claimants. Briefs have been filed by the parties. The Bankruptcy Court has not yet scheduled a final hearing on this matter. If the Debtors are successful at the hearing on the Insite Motion, the treatment of all reclamation claimants will be resolved such that a hearing on Jason's reclamation claim will be unnecessary. 7. REJECTION OF EMPLOYMENT AGREEMENTS On or about December 15, 2003, the Debtors filed a Motion for an Order Approving Rejection of Employment Agreements and Surrender of Life Insurance Policy (the "Employment Motion") to reject certain employment agreements and transfer the Debtors' status as beneficiaries to Gary Pniewski ("Pniewski"), a party to one of the employment agreements. Prior to the Petition Date, the Debtors entered into employment agreements (collectively, the "Employment Agreements") with Anthony Martino ("Martino"), Pniewski, and Frederick Hubacker ("Hubacker"). The employment agreement between the Debtors and Martino provides for payment by the Debtors of certain medical, life, and dental coverage through November 1, 2005. In exercising their business judgment, the Debtors have sought to reject the employment agreement with Martino. With respect to the employment of Pniewski, the Debtors were the beneficiaries of a life insurance policy with a cash surrender value of $141,052.83 as of September 4, 2003. The Debtors' Employment Motion sought authority to transfer their status as beneficiaries to Pniewski in recognition of Pniewski's expectation to otherwise receive certain retirement benefits. As a consequence, Pniewski agreed to accept this policy as full and final consideration for any amounts owed to him by the Debtors including but not limited to all retirement benefits, wages, vacation benefits or any other payments. The "Agreement and Release" was attached to the Employment Motion. Further, on March 22, 2002, Venture Service Company, one of the Debtors, entered into a consulting agreement with Hubacker whereby Hubacker agreed to provide certain consulting duties in exchange for $784,608.00 payable on a monthly basis effective March 1, 2002 through and including June 30, 2005 (the "Consulting Period"). The Debtors, after having concluded that Hubacker's services are no longer necessary to the Debtors, sought to reject Hubacker's employment agreement by filing the Employment Motion. On December 30, 2003, Pniewski filed a Conditional Objection (the "Pniewski Objection") to the Employment Motion. Pniewski requested certain revisions to the proposed Order approving the Employment Motion. Accordingly, the Debtors and Pniewski entered into a Stipulation, and the Court entered an Order on January 27, 2004 approving the transfer of the life insurance policy on the life of Pniewski referenced in the Employment Motion, and any and all rights therein, to Pniewski free and clear of all 90 liens, encumbrances and charges of any kind, and rejection of the employment agreement with Pniewski. On December 24, 2003, Hubacker filed a Response in Opposition to the Debtors' Employment Motion (the "Hubacker Response"). In the Hubacker Response, Hubacker contended that the Debtors are in "urgent need" of Hubacker's services and that such services are "vitally necessary to the Debtors." Accordingly, Hubacker asserts that the Employment Motion should be denied insofar as it provides for rejection of his employment agreement. Further, on December 26, 2003, Martino, acting without an attorney, filed a response in the form of a letter (the "Martino Response") contending that the Court should not approve the Debtors' Employment Motion. On February 19, 2004, the Court granted the Debtors' motion to reject Hubacker's employment agreement and denied the motion to reject Martino's employment agreement. On May 3, 2004, Hubacker filed a demand for arbitration of claims relate to his employment against other parties, the Debtors, Winget and related entities. No dates have been set in connection with the arbitration. The Debtors intend to seek a stay and/or dismissal of the arbitration. In addition, Joe Bione has requested that the Debtors pay to him the amount set forth in his severance agreement dated September 22, 2003. The Debtors filed a motion to approve the payment, which motion is not presently set for hearing. 8. SALE OF SHELBY ASSETS On or about October 15, 1999, the Debtors extended credit to Shelby American, Inc. ("Shelby American"), and took a security interest in substantially all of Shelby American's personal property (the "Shelby Collateral"). The Debtors simultaneously properly perfected their security interest by filing a financing statement with the Secretary of State for Nevada. Shelby American ultimately defaulted on its obligations pertaining to such credit. On December 4, 2003, the Debtors filed their Motion of the Debtors for an Order Pursuant to 11 U.S.C. Sections 105, 363 and 1146, inter alia, (I) Authorizing and Approving Bidding and Auction Procedures in Connection with the Debtors Proposed Sale of Certain Personal Property Assets; (II) Authorizing and Approving Foreclosure of the Debtors' Security Interest in Certain Personal Property Assets; (III) Authorizing Sale of Certain Personal Property Assets to the Highest and Best Bidder Free and Clear of Liens, Claims, and Encumbrances; (IV) Authorizing Exemption of the Proposed Sale from State and Local Transfer and Recording Taxes; (V) Approving the Form and Manner of Notice Thereof; and (VI) Granting Related Relief (the "Motion") with respect to the Shelby Collateral. On December 15, 2003, the Debtors amended the Motion to include a request that the Court allow the Debtors to sell certain of the Shelby Collateral to Shelby Automobiles, Inc. ("Shelby Automobiles"), for $1.2 million over approximately three years. On December 30, 2003, the Bankruptcy Court granted the Motion, as amended, and allowed the Debtors to foreclose their security interest in the Shelby Collateral and to sell certain of the Shelby Collateral to Shelby Automobiles, as described herein. 91 9. PEGUFORM UK: CONVERSION OF DEBT TO EQUITY On or about February 3, 2004, the Debtors filed a Motion For an Order Authorizing Debtors to Convert Certain Debt Owed by Peguform U.K., Ltd. To the Debtors into Equity in Peguform U.K., Ltd., (the "UK Motion"). The UK Motion was filed for the purpose of resolving certain insolvency and liquidity concerns experienced by Peguform U.K. Limited, ("Peguform UK") pursuant to the laws of the United Kingdom. After negotiations and consultation with the Debtors' creditor constituencies, the Court entered an Order on February 5, 2004 authorizing the transaction, subject to certain conditions. These conditions included: (1) that the Debtors convert such amount of the debt owed by Peguform UK to the Debtors into equity in Peguform UK as necessary to restore Peguform UK to balance sheet insolvency (as necessary under the laws of the United Kingdom); (2) that KPMG render an opinion, as financial advisors to Peguform UK on or before February 11, 2004 to the effect that no additional borrowings from Debtors are necessary for Peguform UK to maintain liquidity; (3) if the KPMG opinion provides that additional borrowings are necessary for Peguform UK to maintain liquidity, and the Court permits use of funds by the Debtors pursuant to the DIP Credit Agreement, Cash Management Order, after motion, and expedited notice; (4) the Court approves the amount, if any, of the debt owed by Peguform UK to be converted after the receipt of the KPMG opinion. Further, the Order provided that, in the event the Debtors proposed to use such funds as described above, the Court would hold an emergency hearing on February 17, 2004 to consider any objections to either: (1) the use of funds requested by Debtors; and (2) the amount of the debt owed to Peguform UK to the Debtors proposed by Debtors to be converted to achieve balance sheet insolvency. On February 11, KPMG rendered its opinion on the matter, which was promptly served by the Debtors. On March 22, 2004, the Debtors withdrew the above motion. Peguform UK Limited is winding down its operations in an orderly manner and intends to cease to trade in the short term. Thereafter, its assets will be realized for distribution to its creditors and the distribution will be effected by way of a Company Voluntary Arrangement under the English Insolvency Act 1986. G. HYUNDAI OPTION On November 14, 2003, the Debtors entered into an "Option Agreement" relating to the Hyundai Contract. Pursuant to the Option Agreement, Winget granted to Venture the exclusive and irrevocable option (the "Option") to acquire all right, title and interest of Winget in and to the Hyundai Interest and all rights of Winget pertaining to such Hyundai Interest, including, without limitation, rights to receive any and all dividends, payments or other distributions thereon (excluding any tax distributions to Winget with respect to any taxable period ending prior to the closing of the exercise of the Option (the "Option Closing Date") or any portion of a taxable period occurring prior to the Option Closing Date for which Winget retains liability). The Option could have been exercised by delivery of notice to Winget at any time from and including the date of the Option Agreement until the date that was the fifth (5th) anniversary of the earliest of the date on which either (i) the Plan has been confirmed and has become effective pursuant to its 92 terms and as approved by the Bankruptcy Court, (ii) the sale of the Debtors' Assets under Section 363 of the Bankruptcy Code is consummated, or (iii) an order rejecting the Hyundai Contract has been entered. As described above, the Hyundai Contract was deemed automatically rejected due to the failure of the Debtors to provide Hyundai with evidence of satisfaction of the agreed upon conditions precedent. As a result, an order rejecting the Hyundai Contract was entered and the Option was automatically cancelled. H. REPORT OF THE DEBTORS' FORENSIC ACCOUNTANTS In late 2003, Debtors retained forensic accountants from the accounting firm of Doeren Mayhew ("DM"). Among other things, DM conducted an investigation into certain related-party transactions between the Debtors, Winget, and the Winget Affiliates, as well as other related parties, from March 29, 1997 through March 28, 2003. Among other things, DM identified the relevant related-party transactions, and also investigated each related-party transaction for the purpose of making a determination as to whether the transaction had been transacted for value and on terms no less favorable than if the transaction had been contracted with a non-affiliated third party in the market place. In addition, DM also identified and reviewed preferential transfers as defined by Section 547(b) of the United States Bankruptcy Code. On March 10, 2004, DM delivered a memorandum and report summarizing its relevant findings (the "DM Report"). A copy of the DM Report is available upon request upon execution of appropriate confidentiality agreements, to the extent required. Based on the conclusions in the DM Report, on April 5, 2004, the Debtors and the Creditors' Committee filed an adversary proceeding against thirty-one defendants, Adv. Proc. No. 04-4373. In that adversary proceeding, as fully set forth above, the Debtors and the Creditors' Committee allege numerous causes of action against Winget, the Winget Affiliates, and other defendants, and seek to recover at least approximately the sum of $314,569,559. Included among the claims are claims to recover amounts as preferential transfers made within one year prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that the Debtors received no value for these transfers and/or paid above fair market value, the Debtors and the Creditors' Committee seek to avoid and recover the transfers as fraudulent transfers made within one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege that certain defendants acted as the Debtors' alter ego such that the defendants' assets and liabilities should be substantively consolidated with those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause of action for unjust enrichment. Further, the Debtors and the Creditors' Committee claim that any sums allegedly owing should be recharacterized as equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege that any debt owing should be subordinated to the claims of the general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the appointment of an equity receiver to preserve, protect, and administer certain assets owned by the defendants, and also seek to impose a constructive trust over certain assets owned by the defendants. Winget and the Transferors vigorously dispute these allegations. 93 I. DISCLOSURE OF THE FINDINGS OF DEBTORS' FORENSIC ACCOUNTANTS On March 10, 2004, the Debtors provided a copy of the DM Report to certain limited parties, including counsel for the Creditors' Committee, counsel for Winget and certain Winget Affiliates, counsel for the Pre-Petition Lenders, and counsel for the Debtors' post-petition lender. On March 17, 2004, the Debtors informed counsel for Winget that the Debtors intended to initiate litigation against Winget and/or certain Winget Affiliates unless Debtors were provided sufficient evidence to dissuade the filing of such litigation within 5 days of delivery of the DM Report. In addition, the Debtors indicated that they would allow the Creditors' Committee to intervene in any such litigation. Subsequently, the Debtors also provided a copy of the DM Report to the United States Securities Exchange Commission, Division of Enforcement (the "SEC"). On April 5, 2004, the Debtors filed the adversary proceeding set forth above against thirty-one defendants, Adv. Proc. No. 04-4373. Also on April 5, 2004, the Debtors filed a Form 8-K Report with the SEC, publicly disclosing that the DM Report was provided to the SEC. Additionally, the Debtors' counsel met with the United States Attorney for the Eastern District of Michigan to discuss apparent accounting irregularities at the Debtors' Grand Blanc, Michigan facility. While the subject irregularities were investigated by DM, and disclosed in a separate report by DM, such irregularities were unrelated to the issues that were the subject of the DM Report. J. THE PROPOSED FAURECIA JOINT VENTURE On May 14, 2004, Venture entered into a letter of intent with Faurecia Automotive Holdings S.A.S. ("Faurecia") that provides for the formation of a new joint venture company ("JV") for the purpose of undertaking certain projects for the assembly and sequencing of specified interior automobile components relating to instrument panels, door trim and floor consoles for DaimlerChrysler in the United States and Canada. The JV will be owned 51% by Faurecia and 49% by Venture. The JV will not be involved in the manufacture of component parts and tooling design and manufacturing, which business will be sourced to Venture or one of its subsidiaries assuming it is competitive on price, service, quality and delivery. The initial business of the JV will relate to assembly and sequencing business contributed by Venture relating instrument panels, door trim and floor consoles for the WK/XK programs with DCX and certain instrument panel, door trim and floor console business relating to the D-Segment program contributed by Faurecia. Both Venture and Faurecia will license certain intellectual property in connection with the contributed business on a non-exclusive and royalty-free basis. Upon contribution of the WK/XK business to the JV, Faurecia shall reimburse Venture for 51% of the costs incurred in developing the WK/XK program by Venture (approximately $13 million) and Venture will be obligated to contribute 49% of the start-up cost relating to the D-Segment business when it is contributed by Faurecia. As part of the JV, Venture and Faurecia will both have certain 94 non-compete restrictions that will limit their ability to compete with the JV in the assembly and sequencing of instrument panels (other than "cockpit" programs). As part of the formation of the JV, Venture and Faurecia would prepare an initial business plan in connection with the start-up and operation of the JV's business with both parties sharing the financial obligations relating to the JV in proportion to their respective ownership percentages. In the event one party cannot satisfy its capital contribution requirements, then the other party may make an interim loan (interest at the commercial prime rate plus 3%) for two years, which if not repaid at maturity would convert into equity in the JV and the ownership percentages of Venture and Faurecia would be adjusted accordingly. For corporate governance purposes, each company has equal representation on the board of directors, but Faurecia has a tie-breaking vote on certain actions other than certain decisions outside the ordinary course of business. In the event of a deadlock on certain major decisions after the first two years of the JV, certain buy-out provisions may be triggered which give Faurecia the first right to buy Venture's interest in the JV at fair market value and, if Faurecia does not exercise this purchase right, then Venture may exercise the right to purchase Faurecia's interest in the JV for its fair market value. The JV's CEO is selected by Faurecia and its CFO is selected by Venture. The JV business may operate in a separate building or in space adjacent to Venture's component manufacturing operation at its Harper or Masonic facilities. The JV will lease or sublease space from Venture or a Winget-related entity that owns the facility. The JV agreement will provide for certain transfer restrictions on Venture's and Faurecia's interests in the JV and certain buy-out provisions in the event that there is a change in control of the Venture or Faurecia to certain competitors. In addition, if Venture's plan of reorganization is not confirmed by the U.S. Bankruptcy Court by July 31, 2004 and the JV has commenced business operations, or if either Venture or Faurecia later file for bankruptcy protection, then such party shall grant certain access rights in favor of the JV to the premises and assets used in performance of the business of the JV or a related subcontract, and certain right of first refusal provisions in favor of the JV to acquire such assets of the insolvent or bankrupt party. The non-bankrupt party also shall have the right to purchase the bankrupt party's interest in the JV based on the appraised fair market value of such interest. The formation of the JV is dependent on Venture exiting its Chapter 11 proceeding (unless waived by Faurecia) and approvals by Venture's board, the Pre-Petition Lenders and DIP lenders and the Bankruptcy Court, which approvals have not been obtained yet. In addition, the formation of the JV is subject to due diligence investigations, negotiation of definitive agreements, and approval of a business plan for the JV. If Venture and Faurecia have not executed definitive agreements relating to the JV by July 15, 2004, then the letter of intent shall terminate. 95 K. YUCAIPA OFFER On April 30, 2004, Venture received a written offer from The Yucaipa Companies, LLC ("Yucaipa") to purchase substantially all of the assets of Venture and its foreign subsidiaries and certain assets owned by Winget and his affiliates ("Assets"). This offer was a follow-up on the original March 18, 2004 indication of interest submitted by Yucaipa. Under the proposed offer, a new company would be formed ("New Venture") as an affiliate of Yucaipa and may involve Winget as an owner. New Venture would acquire the assets for $480 million payable as (i) $350 million in cash, plus (ii) an amount equal to Venture's outstanding DIP financing and expenses of administration incurred by professionals, but not in excess of $75 million and (iii) an assumption of approximately $55 million of debt of Venture's foreign subsidiaries. The acquisition would be financed through $150 million equity contribution by Yucaipa, plus $275 million acquisition debt financing and $55 million of assumed debt and vendor claim. As part of the proposed offer, Yucaipa prepared a proposed motion for the Bankruptcy Court approval of written bid procedures, break-up fee ($14.4 million) and a sale process for the assets, including the Chapter 11 filings relating to the purchased assets owned by Winget and his affiliates. In connection with the purchase of Venture's assets, New Venture would enter into a separate agreement with Winget to acquire his South Africa and Australian assets and the Winget assets that are sold would be released from claims by Venture, but such releases would not release Winget personally or his other assets (including proceeds from the South African and Australian assets). There are a number of conditions that would be required to be met prior to closing including mutually acceptable definitive asset purchase agreements, satisfactory business commitments from General Motors, DaimlerChrysler, and Ford Motor, bankruptcy court approval, financing contingencies and no material adverse change to the financial condition, business or prospects of Venture of the Winget assets prior to closing. The offer cannot be completely tested given the inability of Winget, the Steering Committee to agree on a sale process and joint market process combining the Winget Assets and the Debtors' Assets which process is free from taint from Winget's ownership and position as a seller of his assets. Winget disputes the foregoing. L. CONTEMPLATED PROPERTY SALES 1. MADISON, INDIANA SITE On May 6, 2004, the Debtor Venture Holdings Corporation ("Venture Holdings") filed its amended motion (the "Madison Sale Motion") for authority to sell to Gary Sparks certain real property in Madison, Indiana including a building of approximately 65,000 square feet (the "Madison Property"), for a purchase price of $400,000 (the "Madison Purchase Price"). The Madison Sale Motion is a revised version of a prior motion that was filed with the Court. The Madison Sale Motion was amended from such prior motion to address concerns expressed by the Court regarding notice of the sale and clarification of 96 the status of the transaction as a sale free and clear of liens, claims and encumbrances, with such liens claims and encumbrances to attach to proceeds of the sale, among other things. Pursuant to the Madison Sale Motion, Venture Holdings also requests authority to pay a real estate broker fee of 6% of the Madison Purchase Price, provided that the broker has been duly employed in these bankruptcy cases. The Madison Property consists of a plant site which has been vacant for six years. The Madison Property requires a new roof (at an estimated cost of $80,000) and the removal of an antiquated and obsolete paint line (at an estimated cost of $20,000), to be used for any purpose. Venture Holdings estimates that ownership of the Madison Property causes it to incur over $165,000 per year in tax, insurance, water, fire monitoring, maintenance, gas and other costs. Venture Holdings and the other Debtors have determined, in their business judgment, that the Madison Property is of no value to their ongoing business operations and must be sold. As shown in the Madison Sale Motion, a recent appraisal of the Madison Property (the "Madison Appraisal") describes the value of the Madison Property as $550,000. However, the Madison Appraisal assumes a marketing time of 18 months to obtain such price. As such, given the cost to maintain the Madison Property, Venture Holdings could expect to incur over $200,000 in additional costs of maintaining the Madison Property for the further 16 months of formal marketing that is contemplated by the Madison Appraisal in order to receive an offer for $550,000. Thus, Venture Holdings believes waiting for an offer for the Madison Property for the appraised value of $550,000 would result in a smaller financial benefit than selling the Madison Property now for the Madison Purchase Price. Therefore, Venture Holdings believes its estate would be advantaged by the sale of the Madison Property as soon as possible. 2. WALLACEBURG, ONTARIO SITE The Debtors are expecting to file in the near future a motion for authority to sell to Peter Bogaert and George Joseph Bogaert a facility commonly known as 6941 Baseline Road, Wallaceburg Ontario (the "Wallaceburg Property"), for a purchase price of CDN $600,000. A recent appraisal of the Wallaceburg Property describes the value of the Wallaceburg Property as CDN $585,000. The Debtors have determined, in their business judgment, that the Wallaceburg Property is of no value to their ongoing business operations and must be sold. M. SETTLEMENT The Steering Committee and the Creditors' Committee have reached a settlement (the "Settlement") of their disputes that has allowed the Creditors' Committee to support the Plan. The approval of the Settlement is a condition precedent to Confirmation. Distribution to Holders of Class 2, Class 3 and Class 5 Claims are subject in all respects to the terms of the Settlement. The following is a summary of the terms of the Settlement, which terms are set forth fully in the Term Sheet attached hereto as Exhibit J. 97 Please read the Term Sheet carefully. Capitalized terms used in this section and not defined elsewhere shall have the meanings given to such terms in the Term Sheet. The Lender Trust will be created and it will be funded with the Senior Securities. Under the Plan, the Creditors' Trust is created and it is funded with the Winget Actions, Avoidance Actions (together, the "Trust Actions") and the Creditors' Warrant (the "Creditors' Trust Corpus"). The Pre-Petition Agent, on behalf of the Pre-Petition Senior Lenders, will loan to the Creditors' Trust the $7.5 million in interest to be paid to the Pre-Petition Senior Lenders under the Plan on to fund litigation expenses of the Creditors' Trust (the "Creditors' Trust Loan"). The Creditors' Trust Loan will be evidenced by a note to be held by the Administrative Agent for the ratable benefit of the Pre-Petition Senior Lenders and will not be part of the Lender Trust. The Creditors' Trust Loan will be repaid with the first monies out of either the Lender Trust or the Creditors' Trust after the payment of the administrative fees and expenses of each trustee (the "Trustee Fees"). After repayment of the Creditors' Trust Loan and the Trustee Fees, all cash proceeds realized from either trust up to the amount of the Senior Lender Initial Entitlement are to be distributed to the Lender Trust (if realized from the Creditors' Trust Corpus) or are to remain in the Lender Trust (if realized from the Senior Securities) for distribution in accordance with the terms thereof (except to the extent a "make whole" payment (discussed below) is required to be made by the Lender Trust to the Creditors' Trust, in which case that "make whole" payment is to first be made by the Lender Trust before cash proceeds up to the amount of the Senior Lender Entitlement may be retained by the Lender Trust). Once the Senior Lender Initial Entitlement has been satisfied in full, two thirds of the cash proceeds realized by the Lender Trust from the Senior Securities will be paid to the Creditors Trust and one third of the cash realized from the Creditors' Trust Corpus will be paid to the Lender Trust. Any Common Membership Interests or other equity interests in Reorganized Venture recovered by the Creditors' Trust will be held by the Creditors' Trust for the benefit of the Lender Trust until such time as the Common Membership Interest have been monetized or the Creditors' Trust Loan and the Senior Lender Initial Entitlement have been paid in full. After payment in full of the Senior Lender Initial Entitlement, one third of all Common Membership Interests or other equity interests in Reorganized Venture then held or thereafter recovered by the Creditors' Trust shall be held by the Creditors' Trust for the Lender Trustee until such time as the interests are monetized or distributable in kind. The Lender Trustee shall have the right and proxy to vote one third of the Common Membership Interests or other equity interests in Reorganized Venture held by the Creditors' Trust at any given time. Until the occurrence of a Qualified Insolvency, for three years from the Effective Date, the Lender Trustee will not consent to or cause certain actions with respect to the Senior Securities without the consent of the Creditors' Trust Trustee, including (a) a sale, merger or consolidation of Reorganized Venture, (b) a refinancing or restructuring of the Bank Senior Notes or the Bank Junior Notes or redeem the Preferred Membership Interests (except if with respect to each such issuance being refinanced or redeemed, each issuance is paid in full, including all accrued and unpaid interest and dividends, in cash or the 98 Senior Lender Trust makes a "make whole" payment to the Creditors' Trust equal to the amount of any lost residual interest as a result of such refinancing or redemption) or (c) the enforcement of the liens and other similar rights granted to secure the Senior Securities unless the Exit Lenders take enforcement action pursuant to the terms of the Exit Financing Facility. Upon the occurrence of a Qualified Insolvency, the Lender Trustee will not, for three years from the Effective Date, enforce the lien rights granted to secure the obligations under the Bank Senior Notes, the Bank Junior Notes, the Bank Senior Priority Notes, the Interest Note and the Securities Fee Notes (the "Debt Instruments") without the consent of the Creditors' Trust Trustee except with respect to (a) supporting or requiring a sale of Reorganized Venture, (b) obtaining adequate protection of the liens and other rights granted to secure the Debt Instruments, and (c) pursuing an internal reorganization for Reorganized Venture the preserves the economics contained in the Term Sheet. Notwithstanding the foregoing, and except with respect to obtaining adequate protection, if Reorganized Venture becomes the subject of a Qualified Insolvency within three years from the Effective Date and if certain requirements are satisfied, including requirements with respect to (i) the time within which the Creditors' Trust must propose a plan of reorganization, (ii) having a firm commitment for financing, (iii) leaving the Senior Securities unimpaired, and (iv) the financial performance of Reorganized Venture, then Lender Trustee shall forbear from enforcing the lien rights under the Debt Instruments during the pendency of such Qualified Insolvency and the Creditors' Trust Trustee shall have the right to acquire from the Lender Trustee all of the Lender Trustee's interest in the Senior Securities (as well as the Lender Trustee's remaining interest in the Creditors' Trust). None of the limitations on the rights of the Lender Trustee either before or after a Qualified Insolvency for a period of three years from the Effective Date shall in any way impair or prejudice (a) Winget's right to exercise Option A, (2) Reorganized Venture's rights in accordance with the terms of the Operating Agreement to redeem the Preferred Membership Interests or refinance or restructure the Debt Instruments, or (3) the Senior Lenders' right to agree to amendments and modifications to the Senior Securities that are not adverse to the economic interests of the Creditors' Trust Trustee. In the event the Plan is not confirmed, and provided the holders of Class 5 Claims vote in favor of the Plan, the Term Sheet provides that the Prepetition Agent will be obligated, on behalf of the Pre-Petition Senior Lenders, to loan $5.0 million upon the earlier to occur of (i) confirmation of an alternative plan or (ii) the receipt by the Pre-Petition Agent of cash in connection with the consummation of a 363 sale and after repayment in full of all costs, fees and expenses of the Administrative Agent, to the entity created to pursue litigation claims against Winget or affiliates of Winget other than (1) the Debtors and (2) the parties to the Existing Bank Facility and any documents executed in connection therewith and any direct or indirect subsidiaries of such parties (the "Litigation Trust"), solely for the purpose of funding the litigation expenses of the Litigation Trust in connection with such litigation claims (the "Litigation Loan"). 99 The Litigation Loan may only be used in connection with prosecuting the litigation in the Litigation Trust and cannot be used to attack or challenge the validity of the Pre-Petition Senior Lenders' claims, security interests, pledges or guarantees granted pursuant to the Existing Bank Facility. The Litigation Loan shall be evidenced by a note which (a) will be held by the Pre-Petition Agent, for the ratable benefit of the Prepetition Senior Lenders, (b) will be secured by a first priority lien on all the assets in the Litigation Trust, (c) will accrue interest at the same rate as the Senior Lender Initial Entitlement, (d) will have no stated term, (e) will require mandatory payments immediately upon the realization of any cash by the Litigation Trust, from whatever the source (which payments will be distributed by the Administrative Agent, when and as received, to the Prepetition Senior Lenders), and (f) will have recourse solely to the assets of the Litigation Trust. N. BANKRUPTCY OF MULTIPARTY GUARANTORS The Debtors, the Pre-Petition Agent and the Steering Committee have been informed that the OEMs requested that Winget and the Multiparty Guarantors execute extensions of the access agreements executed by Winget and the Multiparty Guarantors in connection with the Existing DIP Facility that currently expire on June 30, 2004. Absent such extensions, the OEMs indicated that they would exercise their rights under the access agreements by June 3, 2004. As of May 21, 2004, Winget had not agreed to extend those access agreements. A failure to extend the access agreements and the resulting exercise of the rights of access would, in the judgment of the Debtors and the Steering Committee, impact the value of not only the Multiparty Guarantors, but the Debtors as well. Additionally, the DIP Agent has informed the Debtors, the Pre-Petition Agent and the Steering Committee that absent a solution with respect to Deluxe that would allow for increased visibility into the cash usage by Deluxe, it would not continue to allow the Debtors to fund Deluxe in connection with the proposed Senior DIP Facility. In connection with the Eighth Amendment, Winget guaranteed all obligations under the Existing Bank Facility. To secure this guarantee obligation, Winget executed a pledge agreement dated October 21, 2002 (the "Pledge Agreement") pursuant to which Winget granted to the Pre-Petition Agent a security interest in certain Collateral (as defined in the Pledge Agreement), which Collateral includes all of the present and future capital stock (the "Shares") of Deluxe Pattern Corporation ("Deluxe"), Venture Real Estate Acquisition Company, Venture Equipment Acquisition Company, Realven Corporation, Venture Automotive Corp., Venture Real Estate, Inc., Farm & Country Real Estate Company, Patent Holding Company and Venture Heavy Machinery LLC (the "Multiparty Guarantors"). Pursuant to the Pledge Agreement, the Pre-Petition Agent, on behalf of the Pre-Petition Lenders, was granted the power to exercise all voting and corporate rights in the Shares as if it were the owner thereof and was authorized to act as Winget's attorney in fact in connection with the Pledge Agreement. In order to address the concerns of the OEMs regarding the extension of the access agreements and to ensure continued funding for Deluxe, on May 21, 2004, the Pre-Petition Agent on behalf of the Pre-Petition Lenders and as attorney-in-fact for Winget, 100 executed on behalf of Winget a written proxy, appointing Bank One, NA as Winget's lawful agent with full power to take any action with respect to the Shares. On May 21, 2004, the Pre-Petition Agent, on behalf of the Pre-Petition Lenders and on behalf of Winget pursuant to the proxy, executed a unanimous shareholder written consent for each of the Multiparty Guarantors removing the current directors or managers and appointing Christopher H. Smith and Kevin P. Collins as the new directors or managers (the "New Directors"). On May 23, 2004, the New Directors held a meeting of the reconstituted Boards for each of the Multiparty Guarantors. As a result of the OEMs' position regarding the access agreements, the need for continued funding, the apparent insolvency of the Multiparty Guarantors as a result of the guarantee of the Existing Bank Facility and other reasons, the New Directors adopted resolutions by unanimous written consent authorizing each of the Multiparty Guarantors to file petitions under chapter 11 of title 11 of the United States Code in the Eastern District of Michigan, Southern Division (the "Bankruptcy Resolution"). The Bankruptcy Resolution authorized the retention of Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin, LLC, 321 N. Clark St., Ste. 800, Chicago, IL 60610, to represent the Multiparty Guarantors. On May 24, 2004, the Multiparty Guarantors commenced bankruptcy proceedings in the Bankruptcy Court. "First day" hearings will occur on May 27, 2004. The Debtors anticipate that the Multiparty Guarantors will seek Bankruptcy Court authority to enter into appropriate extensions of the access agreements and that as a result of the filings and the judicial supervision of Deluxe, continued funding will be available for Deluxe. The Debtors and the Steering Committee anticipate that if the Plan is confirmed and the transactions under the Contribution Agreement are set to close, the bankruptcy cases of the Multiparty Guarantors will be dismissed and the Shares will be contributed to Reorganized Venture pursuant to the terms and subject to the conditions of the Contribution Agreement VIII. SUMMARY OF THE PLAN The Debtors, the Steering Committee and the Creditors' Committee believe that (i) through the Plan, Holders of Allowed Claims will obtain a recovery from the estates of the Debtors that is at least equal to, and likely greater than, the recovery they would receive if the assets of the Debtors were liquidated under Chapter 7 of the Bankruptcy Code, and (ii) the Plan will afford the Debtors the opportunity and ability to continue in business as a viable going concern for the benefit of all constituents. The Plan is annexed hereto as Exhibit A and forms a part of this Disclosure Statement. The summary of the Plan set forth below is qualified in its entirety by reference to the provisions of the Plan. The Plan classifies Claims and Equity Interests separately and provides different treatment for different Classes of Claims and Equity Interests in accordance with the Bankruptcy Code. Administrative Claims, Tax Claims and the DIP Facility Claims are not classified. Classes 1 (Priority Claims) and 4 (Other Secured Claims) are Unimpaired, are deemed to have accepted the Plan and are not entitled to vote to accept or reject the Plan. Classes 2 (Bank Pre-Petition Priority Claims), 3 (Bank Claims), 5 (General 101 Unsecured Claims), 6 (Vendor Support Claims) and 7 (Unsecured Convenience Claims) are Impaired and entitled to vote to accept or reject the Plan. Class 8 (Equity Interests) is Impaired and it is deemed to reject the Plan and therefore has no vote. Distributions to the Holders of Class 2, Class 3 and Class 5 Claims shall be subject in all respects to the terms of the Settlement, and all Creditors shall be bound by the terms contained therein. Winget has not agreed to the changes to the Original Plan. A. ADMINISTRATIVE CLAIMS Administrative Claims are all post-Petition Date Claims or costs and expenses of administration of the Case with priority under Section 507(a)(1) of the Bankruptcy Code, costs and expenses allowed under Section 503(b) of the Bankruptcy Code, and any indebtedness or obligations entitled to such priority under the Bankruptcy Code, including professional fees and expenses of the Debtors and any official committee appointed in this Case pursuant to Section 1102 of the Bankruptcy Code, in each case to the extent allowed by a Final Order of the Bankruptcy Court under Sections 330(a) or 331 of the Bankruptcy Code. Each Holder of an Allowed Administrative Claim will receive in full satisfaction of such Allowed Claim cash equal to the amount of such Claim on the later of (i) the Effective Date and (ii) the date that is ten (10) days after the Allowance Date, unless such Holder shall have agreed to different treatment of such Allowed Claim; provided, however, that Allowed Administrative Claims representing obligations incurred in the ordinary course of business and assumed by a Debtor shall be paid or performed in accordance with the terms and conditions of the particular transactions and any agreements relating thereto. However, the Plan shall not be deemed to accelerate a Debtor's obligation to make payment on account of any Administrative Claim that is not due and owing as of the Confirmation Date, is not Allowed or is subject to ongoing objections in the Bankruptcy Court or other court. There are asserted rights of setoff with respect to certain Allowed Administrative Claims. In the event such asserted setoff rights are not valid, the aggregate amount of Allowed Administrative Claims may increase. B. TAX CLAIMS Tax Claims are Claims of governmental units for taxes entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code. The Debtors estimate that the amount of Allowed Tax Claims that have not previously been paid pursuant to an order of the Bankruptcy Court will aggregate approximately $125,000. Each Holder of an Allowed Tax Claim will receive in full satisfaction of such Allowed Claim, at the election of the relevant Debtor, in its sole discretion, (i) cash equal to the amount of such Claim on the later of (1) the Effective Date, (2) the date that is 10 days after the Allowance Date, unless such Holder shall have agreed to different treatment of such Allowed Claim, (ii) in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code, cash payments in equal monthly installments commencing on the first Business 102 Day of the month succeeding the month in which the Effective Date occurs and continuing on the first Business Day of each month thereafter, until the month which is six (6) years after the date of assessment of such Claim, with interest from the Effective Date at a rate equal to the Applicable Federal Rate as determined under the Internal Revenue Code, or (iii) such other treatment as the Holder of such Allowed Tax Claim shall have agreed in writing. C. DIP FACILITY CLAIMS On the Effective Date, in full satisfaction of the DIP Facility Claim, the DIP Facility Lenders (1) shall receive cash in an amount equal to the then outstanding amount of such DIP Facility Claim (including all accrued and unpaid interests, fees and expenses) which will be paid with proceeds from the Exit Financing Facility (2) will be released from any letters of credit, if any, issued under the DIP Facility and (3) will be released, along with the Pre-Petition Agent, and the DIP Facility Lenders' and Pre-Petition Agent's respective affiliates, professionals, agents, officers, directors and employees, from any and all claims by the Debtors. D. U.S. TRUSTEE FEES Statutory fees payable to the Office of the United States Trustee pursuant to 28 U.S.C. Section 1930 will be timely paid by the Debtors prior to the Effective Date and thereafter by Venture Delaware. E. CLASS 1 - PRIORITY CLAIMS Class 1 is comprised of other Priority Claims that are entitled to priority pursuant to Section 507(a) of the Bankruptcy Code and that are not Administrative Claims or Tax Claims. The Debtors project that, at the time of Confirmation, there will be no unpaid Priority Claims except expenses not yet payable in the ordinary course of business. Many of the Priority Claims in Class 1 have been paid pursuant to an order of the Bankruptcy Court entered in connection with first day motions. Unless the Holder of an Allowed Priority Claim and the Debtors agree to a different treatment, each Holder of an Allowed Priority Claim shall receive, in full satisfaction of such Allowed Claim, cash equal to the amount of such Allowed Claim on the latest of (i) the Effective Date, (ii) the date that is 10 days after the Allowance Date of such Claim, and (iii) the date when such Allowed Claim becomes due and payable according to its terms and conditions. F. CLASS 2 - BANK PRE-PETITION PRIORITY CLAIMS The Bank Pre-Petition Priority Claims consist of certain Claims against the Debtors arising under or relating to the Existing Bank Facility entitled to priority and right of payment of collateral proceeds relative to all other Bank Claims pursuant to the Existing Bank Facility. Class 2 Claims will be deemed Allowed Claims in an amount equal to the amount of Bank Pre-Petition Priority Claims, including all accrued and unpaid interest, 103 fees and expenses thereon. Holders of Allowed Class 2 Claims shall receive, in full satisfaction of such Allowed Claims, the following: the Disbursing Agent shall distribute to the Pre-Petition Agent (for the benefit of the Pre-Petition Lenders) the Bank Priority Senior Notes. Distributions to Holders of Class 2 Claims shall be subject in all respects to the terms of the Settlement. G. CLASS 3 - BANK CLAIMS The Bank Claims consist of all Claims against the Debtors arising under or relating to the Existing Bank Facility, except for the Bank Pre-Petition Priority Claims. Class 3 is Impaired, and is therefore entitled to vote to accept or reject the Plan. The Bank Claims shall be Allowed in an amount equal to the sum of (i) the principal amount of the Bank Claims (excluding the Bank One, NA Claim and the ORIX Capital Markets, LLC Claim) as of the Petition Date, plus all unpaid interest and fees accrued through the Petition Date, plus (ii) all interest and fees (if any) to which the Pre-Petition Lenders are entitled under Section 506(b) of the Bankruptcy Code. On the Effective Date, in full satisfaction of all of the obligations of the Debtors and the Transferred Winget Entities in respect of the Bank Claims (including all Bank Secured Claims and all Bank Adequate Protection Claims) and the Guaranties, the Disbursing Agent shall distribute to the Pre-Petition Agent (for the benefit of the Pre-Petition Lenders) and without further notice, application or hearing, the following: i. cash in an amount equal to approximately $7.5 million plus all unreimbursed fees and expenses incurred by the Pre-Petition Agent through the Effective Date (regardless of whether such interest and fees are allowed, or allowable, pursuant to Section 506(b) of the Bankruptcy Code), ii. the Securities Fee Notes, iii. the Excess Interest Notes, iv. the Bank Senior Notes, v. the Bank Junior Notes, and vi. the Preferred Membership Interests. In addition, on the Effective Date the following events shall occur: i. Each Pre-Petition Lender, the Pre-Petition Agent, and their respective affiliates, professionals, agents, officers, directors and employees. shall be released from any and all claims held by the Debtors, ii. letters of credit outstanding prior to the Petition Date shall be cancelled and/or assumed and deemed issued under the Exit Financing Facility, 104 iii. all pre-Petition Date Liens on property of the Debtors held by or on behalf of the Pre-Petition Lenders shall survive the Effective Date and shall secure the obligations evidenced by the Bank Senior Notes and the Bank Junior Notes, but such Liens shall be subordinate in priority to the Liens granted to secure payment of the Exit Financing Facility and shall be subject to the Subordination Agreement, iv. all Guaranties executed by the Debtors (and their direct and indirect subsidiaries) in favor of the Pre-Petition Lenders shall be replaced by the Guaranties executed in connection with the Restructured Credit Agreement, and v. the obligations evidenced by the Bank Senior Notes, the Securities Fee Notes, the Excess Interest Notes and the Bank Junior Notes shall further be secured by the Liens more specifically described in the Restructured Credit Agreement. The Pre-Petition Lenders shall be entitled to retain all payments made to the Pre-Petition Lenders prior to the Effective Date. Guaranties executed by the Transferred Winget Entities, together with the Liens and security interests granted by the Transferred Winget Entities to secure repayment of such Guaranty obligations, shall be replaced by the Liens, Guaranties and other rights granted to the Pre-Petition Lenders under the Restructured Credit Agreement and the ancillary documents executed in connection therewith. Guaranties executed by the Retained Entities and Winget in favor of the Pre-Petition Lenders, together with the Liens and security interests granted by the Retained Entities and Winget to secure repayment of such Guaranty obligations, shall be released and discharged upon the Effective Date. To the extent the Bank One, NA Claim or the ORIX Claim becomes an Allowed Claim, the principal amount of the Bank Senior Notes shall be increased by the Allowed amount of such Claim and the Orix Claim to the extent not otherwise included in the Allowed Bank Claims. Distributions to Holders of Class 3 Claims shall be subject in all respects to the terms of the Settlement. H. CLASS 4 - OTHER SECURED CLAIMS Other Secured Claims consist of all Secured Claims other than the Bank Group Secured Claims. Based upon the Debtors' schedules and the Proofs of Claim filed in the Case, the Debtors believe that the Other Secured Claims include, among other Claims, Claims secured by purchase money security interests and capital leases and as of September 30, 2003 are in the aggregate approximate amount of $0. Class 4 is Unimpaired and is therefore deemed to have accepted the Plan. Unless the Holder of an Allowed Other Secured Claim and the Debtors agree to a different treatment, either (a) the legal, equitable, and contractual rights of holders of Other Secured Claims shall be reinstated on the Effective Date, or (b) the Debtor shall (i) cure any pre-petition default (other than defaults of the kind specified in Section 365(b)(2) of the Bankruptcy Code), (ii) reinstate the maturity of such Other Secured Claim, (iii) compensate the Holder for any damage satisfying Section 1124(2)(c) of the Bankruptcy Code, and (iv) not otherwise alter the legal, equitable or contractual rights to which such Other Secured Claim entitles the Holder. Each Other Secured Claims 105 constitute a separate sub-claim (designated, for example, as Class 4.1) for purposes of voting and distribution. The Debtors' failure to object to such Other Secured Claims in the Case shall be without prejudice to the Debtors' right to contest or otherwise defend against such Claims in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors) when and if such Claims are sought to be enforced by the Holder of the Other Secured Claim. All Pre-Petition Date Liens on property of the Debtors held by or on behalf of the Holder of Other Secured Claims with respect to such Claims shall survive the Effective Date and continue in accordance with the contractual terms of the underlying agreements with such Holders until, as to each such Holder, the Allowed Claims of such Holder of an Other Secured Claim are paid in full. I. CLASS 5 - GENERAL UNSECURED CLAIMS CLASS 6 CREDITORS AND CLASS 7 CREDITORS SHALL BE TREATED AS CLASS 5 CREDITORS, UNLESS THE BANKRUPTCY COURT DETERMINES THAT TREATING CLASS 6 CREDITORS AND CLASS 7 CREDITORS AS CLASS 5 CREDITORS CONSTITUTES A CHANGE TO THE ORIGINAL PLAN THAT IS MATERIALLY ADVERSE TO THE TRANSFERORS UNDER THE CONTRIBUTION AGREEMENT TAKEN AS A WHOLE. IN SUCH EVENT, CLASS 6 CREDITORS AND CLASS 7 CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED BELOW IN SECTION VIII. J. "CLASS 6 - VENDOR SUPPORT CLAIMS" AND SECTION VIII. K. "CLASS 7 - UNSECURED CONVENIENCE CLAIMS," RESPECTIVELY. Class 5 consists of all Allowed General Unsecured Claims, including the Note Claims, provided however, if the Triggering Event shall have occurred, Class 5 shall not include (i) Unsecured Convenience Claims and (ii) Vendor Support Claims. Class 5 is Impaired and is entitled to vote to accept or reject the Plan. General Unsecured Claims consist of all Claims which are not Secured Claims, Priority Claims, Tax Claims or Administrative Claims, or otherwise entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court, and which elect not to be treated as Classes 6 or 7 Claims. Claims in Class 5 also include, without limitation, Claims against the Debtors arising from, or relating to, the Old Senior Notes (the 9-1/2% Senior Notes due 2005, and the 11% Senior Notes due 2007, as amended) and the Old Subordinated Notes (the 12% Senior Subordinated Notes due 2009, as amended). Claims in Class 5 also include, without limitation, Claims against the Debtors arising from or relating to, the rejection of leases of nonresidential real property and executory contracts, any litigation Claims, any guaranties, and Claims of trade vendors, suppliers and service providers. As scheduled by the Debtors, the Debtors believe that the total of all General Unsecured Claims against the Debtors is approximately $556,076,594. Of this amount, 106 approximately $60,270,420 are trade debt, approximately $493,301,637 are Note Claims, approximately $2,495,537 are Unsecured Convenience Claims and the balance is made up of potential Rejection Claims, contingent and unliquidated guaranties, and all other General Unsecured Claims that cannot be treated or cannot elect to be treated under Class 6 or 7. Each Holder of an Allowed Class 5 Claim shall be entitled to receive, in full satisfaction of such Claim, its respective Pro Rata distribution of Trust Assets from the Creditors' Trust (subject to the settlement of certain contractual subordination provisions) as described in Section V. B. - "OLD SENIOR NOTES, OLD SUBORDINATED NOTES AND OLD NOTE INDENTURES." The amount of the Pro Rata distribution that Holders of Class 5 Claims are entitled to receive is determined proportionately, so that a Pro Rata distribution with respect to an Allowed Claim of a particular Class 5 Claim bears the same ratio to all distributions on account of all Allowed Class 5 Claims, as the dollar amount of such Allowed Class 5 Claim bears to the dollar amount of all Allowed Class 5 Claims. Distributions to Holders of Class 5 Claims shall be subject in all respects to the terms of the Settlement. 1. CREATION OF CREDITORS' TRUST Pursuant to Article 7 of the Plan, the Creditors' Trust is to be created on the Effective Date and will be administered by the Trustee for the benefit of all Class 5 Creditors with the advice and/or direction of the Oversight Committee, all as more specifically set forth in the Plan and the related Trust Agreement. THE PROVISIONS IN ARTICLE 7 OF THE PLAN GOVERNING THE CREDITORS' TRUST ARE SUBJECT IN ALL RESPECTS TO THE TERMS OF THE SETTLEMENT. On the Effective Date, the Trust Assets, without further act or deed of the Trustee or the Bankruptcy Court, shall be transferred from the Estates to the Creditors' Trust, free and clear of all Liens, Claims and Interests and shall become the corpus of the Creditors' Trust. On the Effective Date, the Debtors are authorized to, and shall execute and deliver such instruments and other documents as are necessary, appropriate or deemed advisable by the Trustee to transfer title to the Trust Assets to the Creditors' Trust. The Trust Assets consist of (i) the Winget Actions, other than the Extinguished Actions, (ii) the Creditors' Warrant and any equity interests issued as a result of the exercise thereof and (iii) the Avoidance Actions. The Class 5 Claims shall be satisfied by delivery of the Trust Assets to the Creditors' Trust. The Bankruptcy Court shall retain jurisdiction for purposes of determining the value of the Creditors' Warrant. Winget Actions are, as discussed in Section VI above, all Causes of Action (if any) that the Debtors have against Winget personally and all Causes of Action against the Retained Entities. Extinguished Actions will be extinguished and shall be used to provide value through the Creditors' Warrant. The Trustee, with direction from the Oversight Committee, shall have the authority to pursue the Winget Actions as the Trustee deems appropriate, and the Bankruptcy Court shall retain jurisdiction to hear any such actions. 107 The interests of the Class 5 Creditors in the Creditors' Trust shall be uncertificated and shall be non-transferable except by operation of law. Holders of interests in the Creditors' Trust shall have no voting rights with respect to such interests. The Creditors' Trust will have a term of three (3) years from the Effective Date, without prejudice to the rights of the Oversight Committee to extend such term conditioned upon the Creditors' Trust not then becoming subject to the Exchange Act or changing its tax status. The terms of the Trust Agreement may be amended by the Trustee to the extent necessary to ensure that the Creditors' Trust will not become subject to the Exchange Act. 2. CREDITORS' WARRANT The Creditor's Warrant to be issued to the Creditor's Trust entitles the Holders of Allowed Class 5 Claims to receive a Pro Rata share of the Common Membership Interests in Venture Delaware represented by the Warrant Valuation Formula (subject to the settlement of certain contractual subordination issues as described in Section V. B. - "OLD SENIOR NOTES, OLD SUBORDINATED NOTES AND OLD NOTE INDENTURES" and the Settlement). The Warrant Valuation Formula is a fraction, the numerator of which is the sum of (I)(A) Value of Debtors, plus (B) Value of Venture B Assets, to the extent that such sum exceeds the aggregate amount of Allowed Claims in Classes 2 and 3 and other Claims which would have priority over Class 5 Claims (collectively, the "Formula Claims"); provided, however, that in the event the sum does not exceed the Formula Claims, the sum shall be deemed to be zero), plus (II) the Value of Extinguished Actions, and the denominator of which is the Value of Reorganized Venture. The Debtors' believe that the value of the Debtors' businesses, exclusive of the Debtors' interests in the Venture B Assets (the "Non-Venture B Businesses"), is less than the aggregate amount of the Formula Claims. Winget will contribute the Transferred Winget Entities to Venture Delaware in order to both provide value to "cover" the difference between the value of the Non-Venture B Businesses and the full amount of the Formula Claims, and to integrate all related operations under the Reorganized Debtors' common ownership. The formula is designed to provide to General Unsecured Creditors what they are entitled, which is the residual value available after payment of all Formula Claims from the Debtors' Non Venture B Businesses and the Venture B Assets, plus the value of the Extinguished Actions (subject to the prior satisfaction of the Formula Claims if such Claims have priority over the Class 5 Claims as to such Extinguished Actions). The foregoing allocations of value will be accomplished through the following mechanics: On the Effective Date, the Transferred Winget Entities will be contributed by Winget to the Reorganized Debtors. The Reorganized Debtors, will, in turn, issue to the Pre-Petition Lenders cash, Bank Senior Notes, Bank Junior Notes and Preferred Membership Interests in the full amount of the Bank Claims. The Common Membership Interests Debtors will be issued to Winget and, by operation of the Creditors' Warrant, the Creditors' Trust (for the benefit of the Class 5 Creditors). As of the date this Disclosure Statement is filed, the Debtors are uncertain of the true value of the Creditors' Warrant. To ascertain the value of the Creditors' Warrant, the 108 Debtors, and, subject to a Qualified Finding, the Creditors' Committee, shall file a procedures motion with the Bankruptcy Court describing the procedures by which the Bankruptcy Court shall determine, as necessary, the Value of Extinguished Actions, Value of the Venture B Assets, Value of Debtors and Value of Reorganized Venture. Under the terms of the Plan: - the "Value of Debtors" is defined as the fair market value of the Debtors, including the Debtors' interests in their direct and indirect subsidiaries as of the Effective Date, determined in accordance with the Warrant Valuation Procedures, exclusive of the Value of the Venture B Assets; - the "Value of Extinguished Actions" is defined as the value (after giving consideration to all defenses, counterclaims, offsets or similar rights and litigation costs) of each Extinguished Action on an entity by entity basis as of the Effective Date, determined either (i) by a Bankruptcy Rule 9019 settlement between the Debtors, on the one hand, and the Transferred Winget Entities, on the other hand, approved prior to the Valuation Determination Date, or (ii) by the Bankruptcy Court in accordance with the Warrant Valuation Procedures. For purposes of determining the Value of the Extinguished Actions, defenses shall include the consideration, to the extent relevant, of, among other things (a) Liens of the Pre-Petition Lenders on the assets subject to the Extinguished Actions, (b) any subrogation rights of the Transferred Winget Entities or Winget subject to defenses, if any, and (c) the amount of any Claims which would have priority over Class 5 Claims (subject to certain qualifications); - the "Value of Reorganized Venture" is the fair market value of the common equity in Reorganized Venture as of the Effective Date, determined in accordance with the Warrant Valuation Procedures (and taking into account, for purposes of such valuation, the Reorganized Venture's interests in the Venture B Assets); and - the "Value of Venture B Assets" is the fair market value of the Debtors' interests in the Venture B Assets as of the Effective Date determined either (i) by receipt by Venture of actual net after-tax proceeds of the sale of the Venture B Assets if the sale occurs prior to the Valuation Determination Date or (ii) in accordance with the Warrant Valuation Procedures. 3. TREATMENT OF CAUSES OF ACTION The Avoidance Actions are all Causes of Action the Debtors may assert under Sections 502, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the Bankruptcy Code, or under related state or federal statutes and common law, including fraudulent transfer 109 laws, whether or not Causes of Action are commenced to prosecute such Avoidance Actions, but excluding any and all Causes of Action released under the Plan. The value received from the Avoidance Actions will be transferred to the Creditors' Trust. A list of Avoidance Actions is attached as Exhibit B to the Plan. Under the terms of the Plan, Reorganized Venture shall reasonably cooperate with the Trustee in pursuing Avoidance Actions and Winget Actions and shall afford reasonable access during normal business hours, upon reasonable notice, to personnel and books and records of the Reorganized Debtors to representatives of the Creditors' Trust to enable the Trustee to perform the Trustee's duties under the Trust Agreement. Reorganized Venture shall not be required to incur any expenses in connection with the Creditors' Trust absent reimbursement from the Creditors' Trust. The Bankruptcy Court retains jurisdiction to determine the reasonableness of a request of assistance and/or a related expenditure. Any requests for assistance shall not interfere with Reorganized Venture's business operations. 4. ADMINISTRATION OF CREDITORS' TRUST; TRUSTEE The Trustee for the Creditors' Trust shall be appointed by the Oversight Committee on the Effective Date. A notice shall be filed no later than the ten (10) days prior to the Confirmation Hearing Date designating the Person who is selected to serve as Trustee. The Trustee shall have full authority, subject to the direction of the Oversight Committee, to take any steps necessary to administer the Trust Agreement, including, without limitation, the duty and obligation to liquidate the Trust Assets, make distributions to General Unsecured Creditors, and settle any Winget Actions or Avoidance Actions. Upon such assignment, the Trustee, on behalf of the Creditors' Trust, will assume and be responsible for any responsibilities, duties and obligations of the Debtors with respect to the subject matter of the assignments, and the Debtors and the Reorganized Debtors will have no further rights or obligations with respect thereto. The Trustee may be removed in accordance with the Trust Agreement. The Trustee's actions are subject to the direction of the Oversight Committee, which will be a three member committee comprised of representatives selected in accordance with the Trust Agreement, that will supervise the prosecution, valuation and distribution of Trust Assets. The Oversight Committee shall be appointed on the Effective Date. On or before the date that is ten (10) days prior to the Confirmation Hearing Date, a notice shall be filed with the Bankruptcy Court identifying the members of the Oversight Committee. The Oversight Committee may adopt such bylaws as it may deem appropriate. The Trustee shall consult regularly with the Oversight Committee when carrying out the purpose and intent of the Creditors' Trust. In the case of an inability or unwillingness of any member of the Oversight Committee to serve, such member shall be replaced by designation of the remaining members of the Oversight Committee. If any position on the Oversight Committee remains vacant for more than thirty (30) days, such vacancy shall be filled within fifteen (15) days thereafter by the designation of the Trustee without the requirement of a vote by the other members of the Oversight Committee. Upon the certification by the Trustee that all Trust Assets have been distributed, abandoned or otherwise disposed of, the members of the Oversight Committee shall resign their 110 positions, whereupon they shall be discharged from further duties and responsibilities. The Oversight Committee may, by majority vote, approve all settlements of the Winget Actions and the Avoidance Actions which the Trustee may propose, subject to Bankruptcy Court approval of such settlements after notice and a hearing, provided, however, that the Trustee may seek Bankruptcy Court approval of a settlement of a Winget Action or Avoidance Action if the Oversight Committee fails to act on a proposed settlement of such Claim within fifteen (15) days of receiving notice of such proposed settlement by the Trustee. The Oversight Committee may, by majority vote, authorize the Trustee to invest the Trust Assets in prudent investments other than those described in Section 345 of the Bankruptcy Code. All costs and expenses associated with the administration of the Creditors' Trust shall be the sole responsibility of, and be paid by, the Creditors' Trust. The Trustee shall receive, from the Creditors' Trust, reasonable compensation for services rendered. The Trustee shall also be reimbursed by the Creditors' Trust for all out-of-pocket expenses reasonably and necessarily incurred in the performance of its duties under the Plan and under the Trust Agreement. The members of the Oversight Committee shall not be entitled to receive compensation for their services, but they shall be reimbursed by the Creditors' Trust for all out-of-pocket expenses reasonably incurred in the performance of their duties under the Plan and under the Trust Agreement. All compensation and reimbursement shall be paid from Trust Assets. The Trustee may retain such law firms, accounting firms, experts, advisors, consultants, investigators, appraisers, auctioneers or other professionals as it may deem necessary to aid in the performance of its responsibilities pursuant to the terms of the Plan including, without limitation, the liquidation and distribution of Trust Assets. The cash proceeds of Trust Assets shall be used first to pay the expenses of the Creditors' Trust, the Trustee and the Oversight Committee and the costs and expenses of the Trustee and the Trustee's professionals. Thereafter, the cash proceeds of the Trust Assets shall be distributed to Holders of Claims in accordance with their interests in the Creditors' Trust as set forth in the Plan at least annually beginning with the second calendar quarter after the Effective Date. The Trustee shall not be required to make any such annual distribution in the event that the aggregate proceeds and income available for distribution to Holders of Claims are not sufficient, in the Trustee's discretion (after consultation with the Oversight Committee), to make a distribution at that time. The Trustee will make continuing efforts to dispose of the Trust Assets, make timely distributions, and not unduly prolong the duration of the Creditors' Trust. The Trustee and each member of the Oversight Committee shall be indemnified from the Trust Assets to the fullest extent permitted by law against any liability, damage or expense arising out of or resulting from or related to, any act taken or omitted, so long as such liability, damage or expense does not result from willful fraud, willful misconduct, bad faith or gross negligence. The Trustee, the members of the Oversight Committee, and their attorneys, employees, accountants, consultants or agents, shall (i) not have or incur any liability to any Person or entity for any act or omission in connection with, or arising out of, the administration of the Plan or the property to be distributed under the 111 Plan, except if such act or omission is determined by a Final Order to reflect bad faith or to constitute willful misconduct or gross negligence, (ii) be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan, and (iii) be fully protected in acting, or in refraining from acting, in accordance with such advice; provided, however, nothing contained herein shall relieve the Creditors' Trust from its duties and responsibilities to make the payments required under the Plan. The provisions in Article VII of the Plan governing the Creditors' Trust are subject in all respects to the terms of the Settlement. All Creditors shall be bound by the terms thereof. J. CLASS 6 - VENDOR SUPPORT CLAIMS. CLASS 6 CREDITORS SHALL BE TREATED AS CLASS 5 CREDITORS, UNLESS THE BANKRUPTCY COURT DETERMINES THAT TREATING CLASS 6 CREDITORS AS CLASS 5 CREDITORS CONSTITUTES A CHANGE WHICH IS MATERIALLY ADVERSE TO WINGET AND THE TRANSFERORS, TAKEN AS A WHOLE, UNDER THE CONTRIBUTION AGREEMENT. IN SUCH EVENT, CLASS 6 CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED BELOW. A Holder of a Vendor Support Claim is any General Unsecured Creditor holding an Allowed Class 5 Claim who (i) agrees to provide post-Confirmation credit on terms set forth in a Vendor Support Agreement, including, without limitation, customary pricing terms, no less than net-60 day payment terms and credit limits no less than those which were in place as of January 1, 2002, to one or more of the Reorganized Debtors, and (ii) executes and delivers a Vendor Support Agreement on or before the Effective Date. Class 6 is Impaired and is entitled to vote to accept or reject the Plan. In addition to their votes to accept or reject the Plan as Holders of Allowed Class 6 Claims, Holders of Vendor Support Claims are entitled to vote upon the treatment prescribed for Class 5 General Unsecured Claims and such votes (i) shall be counted in the event that the Class 6 treatment is determined to have rendered the Plan unfairly discriminatory, or (ii) shall not be counted to the extent the Class 6 treatment is not approved. Pursuant to the Plan, each Holder of an Allowed Class 5 Claim who (i) provided goods or services to the Debtors prior to the Petition Date, (ii) elects, on its ballot, to agree to a Vendor Support Agreement and (iii) executes and delivers a Vendor Support Agreement, shall receive, in lieu of the treatment such Claim would otherwise receive as an Allowed General Unsecured Claim, in full satisfaction of such Claim, cash in an amount equal to 50% of its Allowed General Unsecured Claim, which shall be paid in ten (10) monthly installments equal to 5% of such Allowed Claim, beginning on the first Business Day of the 4th full month following the month in which the Effective Date occurs and continuing on the first Business Day of each month thereafter until such Allowed Claim is paid 50% of the Allowed General Unsecured Claim. In the event that the Bankruptcy Court does not approve the treatment of Vendor Support Claims in relation to other non-accepting Classes of unsecured Creditors (if any), then Holders of the Vendor Support Claims shall be deemed to be included in (and to receive 112 the treatment prescribed for) Class 5 General Unsecured Claims and their vote in Class 6 shall not count. K. CLASS 7 - UNSECURED CONVENIENCE CLAIMS. CLASS 7 CREDITORS SHALL BE TREATED AS CLASS 5 CREDITORS, UNLESS THE BANKRUPTCY COURT DETERMINES THAT TREATING CLASS 7 CREDITORS AS CLASS 5 CREDITORS CONSTITUTES A CHANGE WHICH IS MATERIALLY ADVERSE TO WINGET AND THE TRANSFERORS, TAKEN AS A WHOLE, UNDER THE CONTRIBUTION AGREEMENT. IN SUCH EVENT, CLASS 7 CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED BELOW. An Unsecured Convenience Claim is an Allowed General Unsecured Claim that is (i) in an amount of $10,000 or less or (ii) Allowed in an amount greater than $10,000 but which is reduced to $10,000 or less by an irrevocable written election of the Holder of such Claim made on a properly delivered ballot (the "Election"); provided, however, that (y) individual General Unsecured Claims of a single Holder that are Allowed in an amount of $10,000 or less will not be treated as separate Unsecured Convenience Claims if the aggregate of all General Unsecured Claims held by such Holder exceeds $10,000 and no such election is made and (z) any General Unsecured Claim that was originally Allowed in excess of $10,000 may not be subdivided into multiple General Unsecured Claims of $10,000 or less for purposes of receiving treatment as a Convenience Claim. Class 7 is Impaired and is entitled to vote on acceptance or rejection of the Plan. For purposes of determining the Distribution under Class 5 to which a Holder of a Class 7 Claim is entitled, the Election will be disregarded. The Debtors believe that the total number of Unsecured Convenience Class Claims is approximately 1,079 with an aggregate value of approximately $2,495,537. Pursuant to the Plan, all Allowed Unsecured Convenience Claims shall be paid in cash an amount equal to 75% of the Allowed amount of such Claims no later than 120 days after the Effective Date in full and complete satisfaction of such Allowed Claim. L. CLASS 8 - EQUITY INTERESTS Class 8 (Equity Interests) are comprised of Interests of any Holder of common or preferred equity securities of, or membership interests in, Venture, and all options, warrants, put rights, contractual or otherwise, to acquire such equity securities or membership interests, as such interests exist immediately prior to the Effective Date. Class 8 is Impaired and because pursuant to the Plan, the Holders of Equity Interests will not receive any distributions on account of such Equity Interests, Class 8 is not entitled to vote and is deemed to have rejected the Plan. On the Effective Date, all Equity Interests will be contributed to Venture Delaware. 113 M. INTERCOMPANY CLAIMS On the Effective Date, all Intercompany Claims will, in the sole discretion of the applicable Debtor or Venture Delaware, (a) be preserved and reinstated, (b) be released, waived and discharged as of the Effective Date, or (c) be contributed to the capital of the obligee corporation. IX. IMPLEMENTATION OF THE PLAN The Plan provides for the treatment of Claims and Interests as described above as well as other provisions relating to acceptance or rejection of the Plan, treatment of executory contracts, distributions, procedures for resolving disputed, contingent, and unliquidated claims and disputed interests, retention of jurisdiction and other miscellaneous provisions. A. MEANS FOR EXECUTION OF THE PLAN 1. CONTRIBUTION OF ASSETS As previously discussed, the Contribution Agreement provides for the contribution of substantially all of the Winget assets necessary for the continued operation of Venture. More details regarding the assets to be contributed are discussed below. The Contribution Agreement provides, subject to the satisfaction of certain conditions precedent, that the Transferors shall assign, transfer and convey to Venture Delaware and Venture Holdings shall cause Venture Delaware to accept from the Transferors, all of the Transferors' right, title and interest in, to and under the Transferred Equity Interests and the Transferred Assets. The Transferred Equity Interests constitute the equity interests in the Transferred Winget Entities. The assets owned by the Transferred Winget Entities and comprising the Transferred Assets include, without limitation, the following assets: (1) real estate, (2) machinery and equipment, (3) sales commission contracts, and (4) patents. Moreover, the Transferred Winget Entities include the businesses and assets of Venture Otto South Africa (Pty.) Ltd. and Venture Asia Pacific Pty. Ltd. These assets, many of which relate to the supply, design, system integration and manufacture of interior and exterior plastic components, models and systems for the automotive industry, have substantial value and are described in further detail below. The real estate to be contributed is currently owned by Venture Real Estate, Inc., Farm and Country Real Estate Company, Venture Automotive Corp. and Venture Real Estate Acquisition Company. and is leased to certain Domestic Subsidiaries. Such real estate consists of eight buildings with an aggregate 2003 appraised value of $24,725,000. The aggregate annual rental savings to Venture will be approximately $3,686,836. The machinery and equipment to be contributed is owned by Venture Heavy Machinery, Realven and VEAC. and is currently being leased to certain Domestic Subsidiaries and Foreign Subsidiaries under usage agreements. The aggregate 2002 appraised fair market 114 value of the machinery and equipment is $38,100,000. The aggregate annual cost savings in usage fees to Venture will be approximately $5,212,788. Winget's 100% equity interests in Patent Holding will be contributed. Patent Holding holds patents currently being licensed to certain Domestic Subsidiaries and foreign subsidiaries under non-exclusive, royalty-free licenses. The patents enable Venture to continue to control crucial technology and product lines (for example, air bag covers) in which Venture has significant market share and is attempting to increase such market share by means of the patents. Venture and Patent Holding are plaintiffs in significant patent litigation. SEE SECTION VI - "CAUSES OF ACTION - Litigation." The Australian operations to be contributed were purchased by Winget from Ford Australia in 1995. These companies produce parts primarily for Ford Australia. The Australian companies are subject to secured bank debt of approximately $17.1 million, and had an approximate 2003 EBITDA of $26.1 million. The South African operations to be contributed consist of companies that produce parts primarily for European-made cars. The South African companies are subject to secured bank debt of about $10.4 million, and had an approximate 2003 EBITDA of $32.1 million. Winget's 100% equity interest in Venture Nevada, LLC ("Venture Nevada") is to be contributed pursuant to the Contribution Agreement. Venture Nevada owns 75% of the outstanding shares of Shelby American. As described in Section IV and VI above, Shelby American is a niche automaker which owes Venture $26.0 million and has other significant debts and other operational difficulties. Winget's 100% equity interest in Deluxe will be contributed. Deluxe provides Venture with design, tooling, prototype and fixture work. While Deluxe's financial statements show losses in recent years, this is largely a function of Deluxe performing design work for which payment and revenue recognition will be made over time in the future while related costs have been substantially recognized in expenses. Venture's ability to compete successfully for new programs will be enhanced due to Deluxe's advanced design skills, tooling capabilities and related technology. SEE SECTION IV - "OPERATIONS OF THE DEBTORS - Legal Relationship of Winget to the Debtors." The Contribution Agreement also provides for the payment by Winget to Venture Holdings of certain tax refunds received by Winget upon the occurrence of certain events. The Contribution Agreement further provides for a process and mechanism for the determination and repayment, if appropriate, of certain tax distributions made to Winget on account of tax liability associated with Venture and its subsidiaries. The Contribution Agreement provides that, pursuant to the Plan, Venture Delaware shall assume and agree to pay or otherwise discharge only those obligations or liabilities (a) that first arise after the Closing Date under any contracts or agreements included in the Transferred Assets, (b) with respect to Transferred Assets consisting of accrued real 115 estate and personal property taxes that are not yet due and owing, and (y) with respect to VSE, accrued payroll expenses of any employee of VSE who accepts an offer of employment made by Venture Holdings, in its sole discretion, and to the extent reflected in the financial statements of VSE to be delivered pursuant to the Contribution Agreement or arising in the ordinary course of business after the dates of such financial statements, but, in each case, excluding the Excluded Liabilities as defined in the Contribution Agreement. The Contribution Agreement contains (i) representations and warranties from the Transferors to Venture Delaware as to the Transferred Winget Entities and the Transferred Assets typically and customarily used in an arms-length purchase of comparable assets by a sophisticated buyer, and (ii) additional representations and warranties from Winget to Venture Delaware regarding certain financial information. The Contribution Agreement provides that Winget and the Retained Entities will indemnify Venture for certain losses suffered or incurred by Venture Delaware as a result of breaches by Winget or the Retained Entities under the Contribution Agreement. Venture Delaware's recovery on the indemnification obligations of Winget and the Retained Entities is subject to an initial threshold of $4.0 million, in the aggregate. No claims may be asserted until the aggregate loss exceeds $4.0 million and, thereafter, claims may be asserted only to the extent of such excess. After the applicable threshold is exceeded, the aggregate amount of losses recoverable is capped at $40.0 million. The threshold and cap do not apply to breaches of certain representations and warranties. The Contribution Agreement further provides that Venture Delaware's right to indemnification expires eighteen months after the Effective Date (other than with respect to claims for which Winget and the Retained Entities have received written notice on or before such date). The Audit Committee will have exclusive authority to assert claims under the Contribution Agreement after the Effective Date. SEE "CORPORATE GOVERNANCE" below. The Contribution Agreement will provide that Venture Delaware will indemnify the Transferor for losses suffered or incurred by the Transferors relating to the Assumed Liabilities. Venture Delaware's indemnification obligation is not restricted by a threshold or cap. The obligations of the parties to consummate the transactions contemplated by the Contribution Agreement are subject to the satisfaction of a number of conditions precedent including, among others, (1) satisfaction of all of the conditions to the Effective Date set forth in the Plan (other than the condition relating to the transactions contemplated in the Contribution Agreement), including without limitation the Confirmation Order; (2) execution of an employment agreement between Winget and Venture Delaware; and (3) execution of a covenant not to compete by Winget for the benefit of Venture Delaware and its Creditors; and (4) that the Plan as confirmed cannot contain modifications from the Original Plan which are materially adverse to the Transferors taken as a whole. 116 Contemporaneously with the execution of the Contribution Agreement, Winget caused to be executed, three leases regarding certain real property owned by Harper Properties of Clinton Township Limited Partnership and Venture Real Estate Acquisition Company and certain equipment and machinery owned by VEAC and Venture Heavy Machinery. Such leases were deposited in escrow in accordance with the terms of the Contribution Agreement and are being held pending the Effective Date of the Plan or termination of the Contribution Agreement. The Contribution Agreement may be terminated following execution thereof, but prior to the Effective Date, generally without liability on the part of either party (except to the extent such party is in breach) by the mutual written consent of the parties. In addition to termination by mutual consent of the parties, either the Transferors or Venture Delaware may terminate the Contribution Agreement if there is a governmental order that prohibits the transactions contemplated thereby. Either the Transferors or Venture Delaware may terminate the Contribution Agreement if the Effective Date does not occur on or prior to June 30, 2004 (provided that the party terminating the Contribution Agreement has not caused the failure to the Effective Date to occur prior to such date). Either party may also terminate the Contribution Agreement upon the failure to occur of certain conditions (other than as a result of the terminating party's breach) under the Contribution Agreement, including the failure by the Bankruptcy Court to confirm the Plan. Venture Delaware may also terminate the Contribution Agreement in the event of a material breach by the Transferors which breach remains uncured for ten (10) days. The Contribution Agreement, by its term, provides that each of the parties thereto shall have the right to specifically enforce the Contribution Agreement in any court of competent jurisdiction, including the Bankruptcy Court. Approval of the Contribution Agreement by the Bankruptcy Court is not a condition to the parties' rights to compel specific performance. Additionally, the Contribution Agreement provides that Pre-Petition Agent shall be deemed a third party beneficiary of the entire Contribution Agreement and shall have the ability to enforce the obligations contained in the Contribution Agreement. 2. ISSUANCE OF NEW VENTURE SECURITIES a. Preferred Membership Interests - On the Effective Date, and subject to the terms of the Settlement, pursuant to the Plan, the Holders of Claims in Class 3 shall receive 100% of the Preferred Membership Interests in Venture Delaware. Winget will have the option to cause Venture Delaware to redeem all outstanding Preferred Membership Interests for a period of two years after the Effective Date at a cash exercise price equal to the par amount of the Preferred Membership Interests plus all accrued and unpaid dividends at the time that the option is exercised. b. Issuance of Common Membership Interests - On the Effective Date, pursuant to the Contribution Agreement and 117 the Plan, Winget shall receive in exchange for his contribution of the Transferred Winget Entities pursuant to the Contribution Agreement, 100% of the Common Membership Interests in Venture Delaware. Such Common Membership Interests are subject to dilution by the Creditors' Warrant. 3. CANCELLATION OF SECURITIES, OLD NOTE INDENTURES AND INSTRUMENTS On the Effective Date, except as otherwise provided herein, the Old Notes shall be deemed extinguished, cancelled and of no further force or effect, and the obligations of the Debtors thereunder shall be discharged, in each case without any further act or action under any applicable agreement, law, regulation, order or rule and without any further action on the part of the Bankruptcy Court or any Person. 4. EXIT FINANCING FACILITY The Debtors have obtained a commitment for a new, two year, 11 month, senior secured facility (the "Exit Financing Facility") among Venture Holdings Company LLC as borrower (the "Borrower"), each of the Borrower's direct and indirect domestic subsidiaries as guarantors (each a "Guarantor" and, collectively, the "Guarantors"), and a syndicate of banks, financial institutions and other entities (the "Exit Lenders"), for which Black Diamond Commercial Finance, LLC will act as administrative agent (the "Exit Agent") and lead arranger, consisting of (i) a revolver in the amount of approximately $35 million (with an $8 million letter of credit sub-limit) (the "Revolving Credit Commitments" and the loans actually made thereunder, the "Revolving Credit Loans") and (ii) a term loan in the amount of $90 million (the "Term Loan"). The Exit Financing Facility is anticipated to be used to repay amounts owing (including, without limitation, fees and expenses), under both the Existing DIP Facility and the Senior DIP Facility, to finance allowed administrative claims or expenses and for working capital and other general corporate purposes of the Reorganized Debtors. The Revolving Credit Loans, which carry an interest rate of LIBOR plus 4.25% or the Prime Rate plus 3.00%, will be secured by (i) valid, binding, enforceable and perfected first-priority liens on the accounts receivable, inventory, tooling, cash and cash equivalents (except for cash and cash equivalents comprising proceeds of the Term Priority Collateral (as defined below)) of the Borrower and each Guarantor (the "ABL Priority Collateral") and (ii) valid, binding, enforceable and perfected second-priority Liens on all other property and assets of the Borrower and each Guarantor (including, without limitation, 100% of the capital stock of each direct and indirect domestic subsidiary of the Borrower and each Guarantor and 65% of the capital stock of each first-tier foreign subsidiary of the Borrower and each Guarantor) (the "Term Priority Collateral"). 118 The Term Loan, which carries an interest rate of Prime Rate plus 6.50%, shall be secured by (i) valid, binding, enforceable and perfected first-priority Liens on all Term Priority Collateral and (ii) valid, binding, enforceable and perfected second-priority Liens on all ABL Priority Collateral. The Exit Financing Facility also calls for the payment of certain fees including: (1) an unused commitment fee of 0.50% per annum on the daily unused amount of the Revolving Credit Commitment; (2) letter of credit fees of 4.25% per annum of the maximum amount available to be drawn, payable to the Exit Agent for the ratable benefit of any the Exit Lenders providing Revolving Credit Loans; (3) an up-front fee (the "Arranger's Fee") in an amount equal to 350 basis points on the aggregate Commitments under the Exit Financing Facility, 40% of which fee will be payable upon the acceptance by the Debtors of the Commitment Letter and receipt of the requisite approval of the Bankruptcy Court, with the remainder being payable in advance on the date upon which the Exit Financing Facility closes (the "Closing Date") (the Arranger's Fee shall be reduced by: (a) $750,000 if the Closing Date is on or before June 30, 2004 and (b) $375,000 if the Closing Date is on or before July 31, 2004); and (4) an annual administration fee (the "Exit Agent's Fee") in an amount equal to $300,000 per year, which fee will be payable in advance on the Closing Date and annually in advance on each anniversary thereof prior to the maturity or early termination of the Facility and the payment in full of all amounts owing thereunder. The Exit Financing Facility will include customary convenants, representations and warranties for a facility of this sort. There are also a number of customary conditions to the commitment for the Exit Financing Facility, which must be satisfied or waived for the facility to be able to be utilized The Debtors believe that the Exit Financing Facility is necessary to ensure the feasibility of the Plan and is in the best interests of the Debtors, the Debtors' estates, creditors and other parties in interest. Documents evidencing the Exit Financing Facility, or commitment letters with respect thereto, shall be filed by the Debtors with the Bankruptcy Court five (5) business days prior to the Confirmation Hearing Date. 5. CORPORATE GOVERNANCE Prior to the date that is the earlier of the second annual anniversary date of the Effective Date or the date that Winget exercises the option to redeem the Preferred Membership Interests described above, the Board of Venture Delaware shall consist of seven members. The Chief Executive Officer will serve as a director. Holders of Common Membership Interests will be entitled to designate three directors, two of whom will be Independent Directors and one of whom shall be Winget or his designee to the extent Winget has voting control of the Common Membership Interests sufficient under the Operating Agreement to elect directors. Holders of Common Membership Interests will lose the foregoing election rights if Winget does not exercise the option to redeem the Preferred Membership Interests within 2 years of the Effective Date. Holders of the Preferred Membership Interests will be entitled to designate three directors, two of whom will be Independent Directors. If Winget is a director, then he will be the non-executive Chairman. If Winget is not a director, then he will not be the Chairman. 119 B. CONFIRMATION Section 1129(a) of the Bankruptcy Code establishes conditions for the confirmation of a plan. These conditions are too numerous and detailed to be fully explained here. Parties are encouraged to seek independent legal counsel to answer any questions concerning the Chapter 11 process. Among the several conditions for Confirmation of the Plan under Section 1129(a) of the Bankruptcy Code are these: 1. Each Class of Impaired Claims and Interests must accept the Plan; provided, however, that Section 1129(b) of the Bankruptcy Code allows a plan to be confirmed if one class of impaired claims accepts the plan and no class junior to a rejecting class takes anything under the plan. 2. Either each Holder of a Claim in a Class must accept the Plan, or the Plan must provide at least as much value as would be received upon liquidation under Chapter 7 of the Bankruptcy Code. In this regard, attached as Exhibit F is a Liquidation Analysis showing the anticipated distribution to Creditors in a Chapter 7 liquidation of Venture. Pursuant to the Liquidation Analysis, Creditors would receive far less in a Chapter 7 liquidation than they would under the Plan, and, therefore this requirement is satisfied. 3. Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors. Attached as Exhibit G is the Projected Financial Information of the Debtors, on a consolidated basis. It demonstrates that Confirmation of the Plan will not be followed by the liquidation or the need for further financial reorganization of the Debtors. C. EFFECTS OF PLAN CONFIRMATION 1. DISCHARGE OF CLAIMS; RELATED INJUNCTION Except as may otherwise be provided in the Plan or in the Confirmation Order, the Confirmation of the Plan and the rights afforded and the payments and Distributions to be made thereunder (i) shall be in complete exchange for, and in full and unconditional settlement, satisfaction, discharge, and release of any and all existing debts and Claims and Interests of any kind, nature, or description whatsoever against the Debtors, Reorganized Venture, their Assets, property or their Estates (subject to retention of claims with respect to litigation transferred to the Creditors' Trust or Creditors' Warrant), and (ii) shall effect a full and complete release, discharge, and termination of all Liens, 120 security interests, or other claims, interests, or encumbrances upon all of the Debtors' Assets and property. After Confirmation of the Plan, all Persons are precluded from asserting, against any of the Debtors or Reorganized Venture, or any property that is to be distributed under the terms of the Plan, any claims, obligations, rights, causes of action, liabilities, or equity interests based upon any act, omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date, other than as expressly provided for in the Plan, or the Confirmation Order, whether or not (i) a Proof of Claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code; (ii) a Claim based upon such debt is Allowed; or (iii) the Holder of a Claim based upon such debt has accepted the Plan. Except as otherwise provided in the Plan or the Confirmation Order, all Holders of Allowed Claims and Interests arising prior to the Effective Date shall be permanently barred and enjoined from asserting against Reorganized Venture or any Debtor, or their successors, or the Assets, any of the following actions on account of such Allowed Claim or Interest: - commencing or continuing in any manner any action or other proceeding on account of such Claim or Interest against Reorganized Venture, any of the Debtors, or the property to be distributed under the terms of the Plan, other than to enforce any right to distribution with respect to such property under the Plan; - enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against Reorganized Venture, the Debtors or any of the property to be distributed under the terms of the Plan, other than as permitted above; - creating, perfecting, or enforcing any Lien or encumbrance against property of Reorganized Venture, any of the Debtors, or any property to be distributed under the terms of the Plan; - asserting any right of setoff, subrogation, or recoupment of any kind, directly or indirectly, against any obligation due any Debtor, Reorganized Venture, the Assets or any other property of the Debtors, Reorganized Venture, or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing Persons; and - acting or proceeding in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of the Plan. Except as otherwise specifically provided in the Plan, nothing in the Plan shall be deemed to waive, limit, or restrict in any way the discharge granted to the Debtors upon Confirmation of the Plan by Section 1141 of the Bankruptcy Code. 121 2. REVESTING Except as otherwise provided in the Plan or the Confirmation Order, upon the Effective Date, the Debtors shall continue to exist as the Reorganized Debtors, with all the powers of corporations or limited liability companies under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law, and all property of the Estates, wherever situated, shall vest in the relevant Reorganized Debtor, as appropriate, subject to the provisions of the Plan and the Confirmation Order. Thereafter, Reorganized Venture may operate its businesses and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Court. After the Effective Date, all property retained by Reorganized Venture pursuant to the Plan shall be free and clear of all Claims, debts, Liens, security interests, encumbrances, and interests, except as contemplated hereby and except for the obligation to perform according to the Plan, the Contribution Agreement and the Confirmation Order. 3. RETENTION OF BANKRUPTCY COURT JURISDICTION Following the Effective Date, the Court shall retain such jurisdiction over the Case as is legally permissible, including without limitation, such jurisdiction as is necessary to ensure that the purposes and intent of the Plan are carried out. The Court shall also expressly retain jurisdiction to hear and determine all Claims against the Debtors and to enforce all Causes of Action that may exist on behalf of any Debtor. In addition, following the Effective Date, the Court shall retain jurisdiction for the purpose of classification of Claims and Interests, the re-examination of Claims that have been Allowed, and the determination of such objections as may be filed to any Claims, including Section 502(c) of the Bankruptcy Code proceedings for estimation of Claims. Following the Effective Date, the Court shall further retain jurisdiction for the following additional purposes: - to determine all questions and disputes regarding title to the Assets of the Debtors, all Causes of Action, controversies, disputes, or conflicts, whether or not subject to any pending action as of the Effective Date, between any Debtor and any other party, including, without limitation, the Winget Actions, the Avoidance Actions, the Extinguished Actions, and any other right to recover assets pursuant to the provisions of the Bankruptcy Code; - to modify the Plan after the Confirmation Date in accordance with the terms of the Plan and the Contribution Agreement and pursuant to the Bankruptcy Code and the Bankruptcy Rules; - to enforce and interpret the terms and conditions of the Plan; 122 - to enter such orders, including, but not limited to, such future injunctions as are necessary to enforce the respective title, rights, and powers of the Debtors, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Court may deem necessary; - to enter an order closing the Case; - to correct any defect, cure any omission, or reconcile any inconsistency in the Plan or the Confirmation Order as may be necessary to implement the purposes and intent of the Plan; - to determine the allowance of Claims; - to determine any and all applications for allowances of compensation and reimbursement of expenses and the reasonableness of any fees and expenses authorized to be paid or reimbursed under the Bankruptcy Code or the Plan; - to determine any applications or motions pending on the Effective Date for the rejection of any Executory Contract and to hear and determine, and, if need be, to liquidate any and all Claims arising therefrom; - to determine any and all motions, applications, adversary proceedings, and contested matters that may be pending on the Effective Date; - to consider any modification of the Plan, whether or not the Plan has been substantially consummated, and to remedy any defect or omission or to reconcile any inconsistency in any order of the Court, to the extent authorized by the Plan or the Court; - to determine all controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan; - to consider and act on the compromise and settlement of any Claim against or Cause of Action by or against any Debtor arising under or in connection with the Plan; - to issue such orders in aid of execution of the Plan as may be authorized by Section 1142 of the Bankruptcy Code; - to hear and determine the Warrant Valuation Procedures and any other matters related to the Creditors' Warrant; 123 - to adjudicate any and all disputes relating to the Creditors' Trust, including, without limitation, the distribution of the Trust Assets; and - to determine such other matters or proceedings as may be provided for under Title 28 or any other title of the United States Code, the Bankruptcy Code, the Bankruptcy Rules, other applicable law, the Plan, or in any order or orders of the Court, including, but not limited to, the Confirmation Order or any order that may arise in connection with the Plan or the Confirmation Order. If the Court abstains from exercising, or declines to exercise, jurisdiction, or is otherwise without jurisdiction over any matter arising out of this Case, including the matters set forth in this Article, this Article shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter. 4. RELEASES Pursuant to Section 11.05 of the Plan, effective as of the Effective Date, the Debtors, agree to waive, release, and discharge all of the Debtors' shareholders, members, directors and officers, employees, agents, managers, advisors, attorneys or representatives (in their capacity as such and in no other capacity) from all liability based upon any act or omission related to post-Petition Date service with, for, or on behalf of the Debtors or their Affiliates through and including the Effective Date. Subject to a Qualified Finding, on the Effective Date, the Debtors agree to waive, release, and discharge the Creditors' Committee and its members, each members' directors, officers, employees, and agents and the creditors' committee's advisors, attorneys or representatives (in their capacity as such and in no other capacity) from all liability based upon any act or omission related to post-Petition Date service with, for, or on behalf of the Creditors' Committee through and including the Effective Date. Notwithstanding any provision of the Plan to the contrary, the foregoing releases shall not apply to (i) any indebtedness of any Person to any Debtor for money borrowed by such Person, (ii) any setoff or counterclaim that a Debtor may have or assert against any Person, provided that the aggregate amount thereof shall not exceed the aggregate amount of any Claims held or asserted by such Person against such Debtor, and (iii) any garnishments. Notwithstanding any provision of the Plan to the contrary, the releases contained in Section 11.05 of the Plan shall not be construed as or operate as a release of avoidance actions or a release of, or limitation on objections to, Claims. D. EXECUTORY CONTRACTS AND UNEXPIRED LEASES Upon Confirmation and subject to the occurrence of the Effective Date, all Executory Contracts (including all insurance contracts providing coverage to the Debtors' directors, officers, shareholders, agents, employees, representatives, and others for conduct in connection with the Debtors (to the extent such policies are Executory Contracts)) will be deemed assumed by the relevant Debtor and retained by Venture Delaware or such other Debtor, as appropriate, effective as of the Confirmation Date and in accordance with the 124 provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code, except those Executory Contracts that (i) have been rejected by order of the Court, (ii) are the subject of a motion to reject pending on the Confirmation Date which is later granted by the Court, or (iii) which are identified on Exhibit I to the Plan, which shall be deemed rejected as of the Confirmation Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions pursuant to Sections 365(a) and 1123 of the Bankruptcy Code, subject to the occurrence of the Effective Date. Each Executory Contract assumed pursuant to Article 9 of the Plan shall revest in and be fully enforceable by Venture Delaware or the relevant Reorganized Debtor, as appropriate, in accordance with its terms, except as may be modified by (i) the provisions of the Plan, (ii) any order of the Bankruptcy Court approving and authorizing its assumption, (iii) applicable federal law, or (iv) agreement of the parties to such Executory Contracts. Any monetary defaults under any Executory Contract to be assumed pursuant to the Plan shall be satisfied, pursuant to Section 365(b)(1) of the Bankruptcy Code, by the relevant Debtor, by payment of the default amount (as such amount has been agreed upon by Venture Delaware and the contract party), or in the event of a dispute regarding such default amount, as such amount has been determined by a Final Order of the Bankruptcy Court) in cash on or before thirty (30) days after the Effective Date or on such other terms as the parties to such Executory Contracts may otherwise agree. Notwithstanding the foregoing, in the event of a dispute regarding: (1) the amount of any cure payments, (2) the ability of Venture Delaware, the relevant Debtor or any assignee to provide "adequate assurance of future performance" (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (3) any other matter pertaining to assumption, the cure payments required by Section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. The relevant Debtor shall provide notice to any non-Debtor party to any Executory Contract to be assumed pursuant to the Plan of the amount of any default amount owed under the applicable Executory Contract on or before 30 days after the date of entry of the Confirmation Order. Any non-Debtor party that fails to respond or object within fifteen (15) days after the date of such notice of proposed default amount owed shall be deemed to have consented to such proposed amount. Each Person who is a party to an Executory Contract with a Debtor rejected pursuant to Article 9 of the Plan shall be entitled to file, not later than thirty (30) days after the Confirmation Date, a Proof of Claim for alleged Rejection Claims. If no such Proof of Claim for Rejection Claims is timely filed, any such Claim shall be forever barred and shall not be enforceable against Reorganized Venture, the Trustee, any Debtor or the Estates. The Bankruptcy Court shall retain jurisdiction to determine any objections to Rejection Claims. Except as otherwise provided under the Plan, Rejection Claims against any Debtor shall be treated as Allowed General Unsecured Claims against such Debtor to 125 the extent they are treated as Allowed Claims, and shall be satisfied in accordance with the Plan and the Confirmation Order. E. DISTRIBUTIONS The Disbursing Agent, who shall be appointed by the Debtors, the Creditors' Committee and the Steering Committee, will make all Distributions required under the Plan except with respect to (i) the Creditors' Trust which shall be made by the Trustee and (ii) the Claims of the Pre-Petition Lenders, which Distributions shall be made by the Disbursing Agent to the Pre-Petition Agent. Distributions shall be made at the times provided in the Plan or as otherwise ordered by the Court. Notwithstanding anything herein to the contrary, the Trustee shall not distribute the Creditors' Warrant or any Common Membership Interests obtained upon exercise of the Creditors' Warrant absent consent of Venture Delaware, Winget and the holders of the Preferred Membership Interests, which consent, subject to a Qualified Finding, shall not be unreasonably withheld, or, subject to a Qualified Finding, by a court of competent jurisdiction. Unless otherwise specifically provided for in the Plan, Confirmation Order or the DIP Facility, post-petition interest shall not accrue or be paid on Claims or Interests, and no Holder of any Claim or Interest shall be entitled to interest accruing on or after the Petition Date. The Reorganized Debtors will retain responsibility for administering, disputing, objecting to, compromising or otherwise resolving, subject to Bankruptcy Court approval, all Claims against the Debtor. Unless otherwise extended by the Bankruptcy Court, any objections to Claims shall be served and filed on or before the Claims Objection Deadline. Distributions to Holders of Allowed Claims shall be made by the Disbursing Agent or the Trustee (a) at the addresses set forth on the proofs of claim filed by such Holders (or at the last known addresses of such Holders if no proof of claim is filed or if the Debtors have been notified in writing of a change of address), (b) at the addresses set forth in any written notices of address changes delivered to the Disbursing Agent or Trustee after the date of any related proof of claim, or (c) at the addresses reflected in the Schedules if no proof of claim has been filed and the Disbursing Agent or Trustee, as applicable, has not received a written notice of a change of address. If any Creditor's distribution is returned as undeliverable, no further distribution to such Creditor shall be made unless and until the Disbursing Agent or Trustee, as applicable, is notified of such Creditor's then-current address, at which time all missed distributions shall be made to such Creditor without interest. Any undeliverable Cash (including dividends or other distributions on account of undeliverable Membership Interests) will be held in a segregated bank account in the name of the Disbursing Agent or Trustee, as applicable, for the benefit of the potential claimants of such funds. The Disbursing Agent holding undeliverable Cash will invest such Cash in a manner consistent with Reorganized Venture's investment and deposit guidelines. An undeliverable Common 126 Membership Interest will be allocated to the reserve created pursuant to Section 8.05 of the Plan for the benefit of the potential claimants of such securities. Prior to closing of the Chapter 11 Case, on each anniversary of the Effective Date that undeliverable distributions are being held on behalf of holders of Claims, the Disbursing Agent or Trustee, as applicable, will file with the Bankruptcy Court a list identifying all such holders. Promptly after the last day of each fiscal quarter, the Disbursing Agent or Trustee will make all distributions that become deliverable to holders of Allowed Claims during the preceding calendar quarter. Each such distribution will include, to the extent applicable, a Pro Rata share of dividends or other distributions, if any (in each case, net of applicable taxes, if any, payable by the Trustee in respect thereof), that were previously paid by the Trustee in respect of any Membership Interests included in such distribution. Any holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an undeliverable distribution to be made by the Disbursing Agent or the Trustee, as applicable, within two years after the Effective Date will have its claim for such undeliverable distribution discharged and will be forever barred from asserting any such claim against the Debtors, Reorganized Venture, the Disbursing Agent, the Creditors' Trust, the Trustee or their property. In such cases with respect to Allowed Class 5 Claims (i) Common Membership Interests and Cash will be retained for redistribution to holders of Allowed Class 5 Claims, and (ii) for purposes of this redistribution, each Allowed Claim for which such distributions are undeliverable will be deemed disallowed in its entirety. In such cases with respect to Allowed Claims in any other Class, unclaimed Cash will become property of Reorganized Venture, free of any restrictions thereon. Nothing contained in the Plan will require any Debtor or Disbursing Agent or Trustee to attempt to locate any holder of an Allowed Claim. Any cash payment to be made by the Disbursing Agent or the Trustee pursuant to the Plan may be made by a check or wire transfer on a United States bank selected by the Disbursing Agent or the Trustee; provided, however, that payments made to foreign Holders of Allowed Claims may be paid, at the option of the Disbursing Agent or the Trustee, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction. On the Effective Date, except as otherwise provided in the Plan, the Old Notes shall be deemed extinguished, cancelled and of no further force or effect, and the obligations of the Debtors thereunder shall be discharged, in each case without any further act or action under any applicable agreement, law, regulation, order or rule and without any further action on the part of the Bankruptcy Court or any Person. From and after the Effective Date, the Disbursing Agent, the Trustee, Reorganized Venture may apply to the Bankruptcy Court for an order directing any necessary party to execute or deliver or to join in the execution or delivery of any instrument required to effect a transfer of property dealt with by the Plan, and to perform any other act, including the satisfaction of any Lien, that is necessary for the consummation of the Plan, pursuant to Section 1142(b) of the Bankruptcy Code. 127 The Reorganized Debtors, the Disbursing Agent or the Trustee may, pursuant to Section 553 of the Bankruptcy Code, set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Claim, all claims, rights, and causes of action of any nature that any such Debtor may hold against the Holder of such Allowed Claim that are not otherwise waived, released, or compromised in accordance with the Plan; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim under the Plan shall constitute a waiver or release by such Debtor of any such claims, rights, and causes of action that the Debtor may possess against such Holder. Pursuant to Section 1146(c) of the Bankruptcy Code, any transfers from the Debtors to Reorganized Venture, the Creditors' Trust or any other Person or entity pursuant to the Plan in the United States shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment. The Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. No fractional shares or amounts of Common Membership Interests or Preferred Membership Interests will be issued or distributed under the Plan. Each Person entitled to receive Common Membership Interests or Preferred Membership Interests will receive the total whole number of Common Membership Interests or Preferred Membership Interests to which such Person is entitled. Whenever any distributions to a Person would otherwise call for distribution of a fraction of a Common Membership Interest or Preferred Membership Interest, the actual distribution of such security will be rounded to the next higher or lower whole number with fractions of less than or equal to one-half (1/2) being rounded to the next lower whole number. No consideration will be provided in lieu of fractional new securities that are rounded down. The total number of new securities to be distributed to each Class of Claims will be adjusted as necessary to account for the rounding provided herein. Any other provision of the Plan notwithstanding, neither the Debtors, the Disbursing Agent nor the Servicer will be required to make distributions or payments of fractions of dollars. Whenever any payment of a fraction of one dollar under the Plan would otherwise be called for, the actual payment made will reflect a rounding of such fraction to the nearest whole dollar (up or down), with one-half (1/2) dollars being rounded down. No distributions will be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by a Final Order, and the Disputed Claim has become an Allowed Claim. The Disbursing Agent, after consultation with Reorganized Venture, or the Trustee, after consultation with the Oversight Committee, will create a reserve from the property to be distributed by them under the Plan. Payments and distributions from any reserve created under Section 8.05(b) of the Plan to a Creditor on account of a Disputed Claim, to the extent that it ultimately becomes an Allowed Claim, will be made in accordance with provisions of the Plan that govern distributions to such Creditor. 128 F. WORKERS' COMPENSATION OBLIGATIONS The Debtors maintain workers' compensation programs in all states in which they operate pursuant to the applicable requirements of local law and provide employees with workers' compensation coverage for claims arising from or related to their employment with the Debtors. The Debtors' plants in Michigan are self-insured and are registered with the state of Michigan, Department of Consumer and Industry Services (the "Michigan Workers' Compensation Programs"). In support of the Michigan Workers' Compensation Programs, the Debtors obtained, and there are currently outstanding, letters of credit, in the aggregate amount of $750,000, issued by the Pre-Petition Agent, payable to the State of Michigan, Department of Consumer and Industry Services. Upon the Effective Date, the Reorganized Debtors intend to continue the Michigan Workers' Compensation Programs upon approval by the Michigan Bureau of Workers & Unemployment Compensation. Nothing in the Plan shall be deemed to discharge, release, or relieve the Debtors or Reorganized Debtors from any current or future liability with respect to any of its/their obligations under the Michigan Workers' Compensation Program. The Reorganized Debtors shall be responsible for all valid claims for benefits and liabilities under the Michigan Workers' Compensation Program regardless of when the applicable injuries occurred. All obligations under the Michigan Workers' Compensation Program shall be paid in accordance with the terms and conditions of Michigan Workers' Compensation Program and the Michigan Workers' Disability Compensation Act and all other applicable laws. The Debtors' outstanding obligations relating to workers' compensation also arise from incurred but not paid claims and incurred but not reported ("IBNR") claims. The Debtors estimate their IBNR through past IBNR claims and past experience. As of April 30, 2004, approximately 94 workers' compensation claims were pending against the Debtors arising out of employees' alleged on-the-job injuries. The Debtors estimate that the aggregate amount payable on account of IBNR claims arising prior to April 30, 2004 is approximately $3.3 million. The Debtors expect that cash payments related to workers' compensation claims for the twelve months after the Effective Date will be approximately $2,750,000. G. PENSION OBLIGATIONS The Pension Benefit Guaranty Corporation ("PBGC") is the United States government agency that administers the mandatory termination insurance program for defined benefit Pension Plans under Title IV of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. Sections 1301-1461 (2000). A defined benefit pension plan is one that provides an employee, upon retirement, a fixed, periodic payment as determined by the terms of the plan. See 29 U.S.C. Section 1002(35). The PBGC guarantees the payment of certain pension benefits upon termination of a defined benefit pension plan. See 29 U.S.C. Sections 1321, 1322. 129 The Debtors established and maintain the Pension Plans known as the Pension Plan of Hourly Rate Employees of Bailey Manufacturing Corporation (the "Seabrook Plan") and the Bailey Corporation Lancaster Hourly Employees' Retirement Plan (the "Lancaster Plan" and together with the Seabrook Plan, the "Pension Plans") for certain of its employees. The Pension Plans are covered by Title IV of ERISA. The Debtors and all members of the controlled group are obligated to contribute to the Pension Plans the amounts necessary to satisfy ERISA's minimum funding standards, 29 U.S.C. Section 1082; 26 U.S.C. Section 412. In addition, in the event of a termination of the Pension Plans, the Debtors and all members of the controlled group may be jointly and severally liable for the unfunded benefit liabilities of the Pension Plans. See 29 U.S.C. Section 1362(a). The Pension Plans may be terminated only if the statutory requirements are met. See 29 U.S.C. Sections. 1341, 1342. The Debtors intend to continue as either the contributing sponsor or controlled group member to fund the Pension Plans in accordance with the minimum funding standards under ERISA, pay all required PBGC insurance premiums, and comply with all applicable requirements of the Pension Plans and ERISA. In addition, the Debtors' reorganization proceedings will not in any way discharge, release or relieve the Debtors, or any other party, in any capacity, from any liability with respect to the Pension Plans under any law, governmental policy or regulatory provision. PBGC and the Pension Plans are not enjoined or precluded from enforcing such liability as a result of any of the provisions of the Plan or the Plan's Confirmation. As of the date of this Disclosure Statement, for the plan years ending in 203, the Debtors' minimum funding contributions under the Lancaster Plan are $470,000 due on June 15, 2004 and under the Seabrook Plan, $900,000 due on September 15, 2004. For the plan years ending in 2004, the Debtors are obligated to make quarterly minimum funding contributions under the Lancaster Plan in the amount of $118,000 on January 15, 2004, April 15, 2004, July 15, 2004 and October 15, 2004. Under the Seabrook Plan, the Debtors are obligated to make quarterly minimum funding contributions in the amount of $303,000 on April 15, 2004, July 15, 2004, October 15, 2004 and January 15, 2005. The Debtors anticipate that they will satisfy such obligations with the proceeds from the Exit Financing Facility. H. MODIFICATION OF CERTAIN PROVISIONS OF COLLECTIVE BARGAINING AGREEMENTS The Debtors are parties to four collective bargaining agreements with unions at plants located in Seabrook, New Hampshire ("Seabrook"), Lancaster, Ohio ("Lancaster"), Grand Blanc, Michigan and Conneault, Ohio (collectively, the "CBAs" and each a "CBA"). As of the date of this Disclosure Statement, the Debtors only seek modifications to the CBAs in effect at Seabrook and Lancaster. First, with respect to Seabrook, after certain preliminary negotiations with the UAW, on May 12, 2004, the Debtors submitted to the UAW a proposal pursuant to Section 1113(b) of the Bankruptcy Code to modify the Seabrook CBA (the "1113(b) Proposal"). The Debtors met with the UAW in late April to begin talks regarding the effects of the 130 transfer of certain work from Seabrook to another facility. Since that time, the Debtors have responded to two information requests submitted by the UAW regarding the same. The Debtors have also presented the UAW with a confidentiality agreement that will enable the Debtors to provide financial and other pertinent information to the UAW. On May 13, 2004, the Debtors met with the UAW to discuss in more detail the Section 1113(b) Proposal. The Debtors will continue to provide the UAW with complete and reliable information to support the 1113(b) Proposal. With respect to Lancaster, the Debtors have reached an agreement with the union in connection with the consensual termination of the Lancaster CBA. Because this resolution contemplates payments to Lancaster employees that might be considered to be outside the ordinary course of business, the Debtors will seek approval from the agent for the DIP Facility Lenders to make such payments and file a motion for approval of such payments, if necessary. X. CERTAIN FACTORS TO BE CONSIDERED Holders of Impaired Claims should carefully consider the following factors before deciding whether to vote to accept or to reject the Plan. Further, the New Venture Securities to be issued pursuant to the Plan are subject to a number of material risks. A. DISRUPTION OF OPERATIONS RELATING TO BANKRUPTCY FILING The Debtors' commencement of the Case may adversely affect the Debtors' relationship with their customers, suppliers or employees and operating results, including with respect to awards of new business which are made several years in advance of a platform being launched. Weakened operating results could adversely affect the Debtors' ability to obtain Confirmation of the Plan or to avoid financial difficulties after consummation of the Plan. The Debtors anticipate, however, that they will have sufficient cash, including borrowings under the DIP Facility, to service the obligations during the period prior to and through the consummation of the Plan. B. CERTAIN RISKS OF NON-CONFIRMATION Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court, which sits as a court of equity with substantial discretion, will confirm the Plan. A non-accepting Creditor of the Debtors might challenge the adequacy of the disclosure or the balloting procedures and results as not being in compliance with the Bankruptcy Code. Even if the Bankruptcy Court were to determine that the disclosure and the balloting procedures and results were appropriate, the Bankruptcy Court could still decline to confirm the Plan if it were to find that any statutory conditions to Confirmation had not been met. Section 1129 of the Bankruptcy Code sets forth the requirements for Confirmation and requires, among other things, a finding by the Bankruptcy Court that the Confirmation of the Plan is not likely to be followed by a liquidation or a need for further financial reorganization and that the value of Distributions to non-accepting Creditors will not be less than the value of Distributions 131 such Creditors would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code. SEE SECTION XI - "FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST - Chapter 7 Liquidation Analysis." There can be no assurance that the Bankruptcy Court will conclude that these requirements have been met, but the Debtors believe that the Bankruptcy Court should find that the Plan will not be followed by a need for further financial reorganization and that non-accepting Creditors will receive Distributions at least as great as would be received following a liquidation pursuant to Chapter 7 of the Bankruptcy Code. SEE SECTION XII -"SOLICITATION OF THE PLAN." Additionally, even if the required acceptances of Classes are received, the Bankruptcy Court might find that the solicitation did not comply with the solicitation requirements made applicable by Section 1125(b) of the Bankruptcy Code and Bankruptcy Rule 3018(a). In such an event, the Debtors may seek to resolicit acceptances, but Confirmation of the Plan could be substantially delayed and possibly jeopardized. However, the Debtors believe that their solicitation of acceptances of the Plan complies with the requirements of Section 1125(b) of the Bankruptcy Code and Bankruptcy Rule 3018(a), that duly executed ballots will be in compliance with applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, and that, if sufficient acceptances are received, the Plan should be confirmed by the Bankruptcy Court. The consummation of the Plan also is subject to certain conditions. SEE SECTION VIII - "SUMMARY OF THE PLAN." If the Plan were not to be confirmed, it is unclear whether a reorganization could be implemented and what Holders of Claims and Equity Interests would ultimately receive with respect to their Claims and Equity Interests. If an alternative reorganization could not be agreed to, it is possible that the Debtors would have to liquidate their assets, in which case Holders of Claims and Equity Interests would very likely receive less than they would have received pursuant to the Plan. C. PEGUFORM TRANSACTION MAY RESULT IN MINIMAL CASH PROCEEDS There can be no assurance that the Debtors will derive any proceeds from the German Insolvency Proceedings. The German Administrator presently intends to sell the German Subsidiaries. Under German law, the German Administrator will apply sale proceeds from the German Subsidiaries first to pay the debts and obligations of the German Administrator incurred since May 28, 2002, then to pay all debts and obligations of the German Subsidiaries that existed at that date. Excess proceeds would be paid over to the Debtors after all debts and obligations of the German Subsidiaries are paid. It is possible that certain of such obligations may be assumed by the buyer rather than paid out of sale proceeds. Venture's management does not know whether excess proceeds will be available from the sale of the German Subsidiaries. The value of the German Subsidiaries is not within the control of the Debtors because the sale process for the German Subsidiaries will be conducted by the German Administrator in accordance with German law. 132 D. PARTIES IN INTEREST MAY OBJECT TO THE DEBTORS' CLASSIFICATION OF CLAIMS Section 1122 of the Bankruptcy Code provides that a plan of reorganization may place a Claim or an Interest in a particular Class only if such Claim or Interest is substantially similar to the other Claims or Interests of such Class. The Debtors believe that the classification of Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code. However, the Debtors cannot assure you that the Bankruptcy Court will reach the same conclusion. E. LACK OF LIQUIDITY NECESSARY TO OPERATE THE DEBTORS' BUSINESSES PENDING CONFIRMATION OF THE PLAN The Debtors believe that if the Court approves the Senior DIP Motion at the hearing on such motion (currently scheduled for June 3, 2004), the Debtors will have liquidity sufficient to allow the Debtors to operate their businesses pending confirmation of the Plan. There can be no assurance, however, that the Court will approve the Senior DIP Motion. F. INHERENT UNCERTAINTY OF THE REORGANIZED DEBTORS' FINANCIAL PROJECTIONS The assumptions and estimates underlying the Projections set forth in Exhibit H attached to this Disclosure Statement are inherently uncertain and, though considered reasonable by management as of the date hereof are subject to a wide variety of significant business, economic, competitive and political risks and uncertainties. The Projections are not necessarily indicative of the future financial position or results of operations of the Debtors, which may vary significantly from those set forth in the Projections. Consequently, the Projections contained herein should not be regarded as a representation by the Debtors or any of their affiliates, advisors or any other person that the projected financial position or results of operations can or will be achieved. G. LACK OF TRADING MARKET Each of the New Venture Securities is a new issue of securities with no established trading market or prior trading history. There can be no assurance regarding the future development of a market for any of the New Venture Securities, the ability of holders thereof to sell any of their New Venture Securities or the price for which such holders may be able to sell their New Venture Securities. If a market were to develop, the New Venture Securities could trade at prices lower than the estimated value set forth in this Disclosure Statement. The trading prices of such securities will depend on many factors, including factors beyond the Reorganized Debtors' control. Furthermore, the liquidity of, and trading market for, the New Venture Securities may be adversely affected by price declines and volatility in the market for similar securities, as well as by any changes in the Reorganized Debtors' financial condition or results of operations. 133 H. LEVERAGE AND DEBT SERVICE As of the Effective Date, on a pro forma basis after giving effect to the Plan, the Reorganized Debtors would have an aggregate net indebtedness of $245.0 million, excluding amounts funded under the Exit Financing Facility and capital Leases on the Effective Date. This represents a substantial decrease in debt as compared to existing debt prior to execution of the Plan. However, the Debtors would continue to be highly leveraged upon consummation of the Plan. The Reorganized Debtors' capital structure and debt instruments upon implementation of the Plan will have certain characteristics that could impact the Debtors' ongoing operations due to: (i) restrictions placed on the Debtors' ability to obtain additional financing which may be required to fund working capital and capital expenditures, particularly with respect to new business awards; (ii) the need to dedicate significant cash flows to ongoing debt service requirements; and (iii) conditions that may impact the Debtors' ability to refinance its Exit Financing Facility based upon the potential for Preferred Membership Interests issued under the Plan to be redeemed. I. UNITED STATES FEDERAL INCOME TAX RAMIFICATIONS IF THE PLAN IS CONFIRMED The following discussion summarizes some of the more significant federal income tax consequences of the Plan to the Debtors and certain Holders of Claims. The analysis contained herein is based on the Internal Revenue Code of 1986, as amended (the "Code," to which section references herein are made unless otherwise indicated), final and proposed Treasury regulations thereunder (the "Regulations"), published administrative rulings and pronouncements of the Internal Revenue Service ("IRS"), judicial decisions, and other authorities, all as of the date hereof. Legislative, judicial, or administrative changes or interpretations hereafter enacted, promulgated, or made could alter or modify the analysis or conclusions set forth below. Any such changes or interpretations may be retroactive and could affect significantly the federal income tax consequences described below. This summary does not address the federal income tax consequences of the Plan, and special tax considerations not discussed herein may apply, to special classes of taxpayers, such as foreign companies, nonresident alien individuals, S corporations, banks, financial institutions, broker-dealers, dealers or traders in securities who are subject to mark-to-market taxation, mutual funds, small business investment companies, regulated investment companies, insurance companies, tax-exempt organizations, and persons holding Claims as part of a hedging or conversion transaction or straddle or other integrated transaction. In addition, this discussion does not address federal alternative minimum tax consequences, any aspect of state, local or foreign taxation, or any estate or gift tax consequences of the Plan. The following discussion assumes that the Plan will be implemented as described herein, and does not address the tax consequences of a sale of the Debtors' assets if the Plan is not carried out. This discussion assumes that the various debt and other arrangements to which the Debtors are parties and any distributions and allocations provided for under the Plan will be respected for federal income tax purposes in accordance with their form or as 134 described below. In some instances, a Debtor's tax treatment of an obligation will be binding on a Holder for federal income tax purposes unless the Holder specifically discloses its different treatment on its federal income tax return. Except where otherwise indicated, the following discussion does not address the tax consequences of the Settlement. Each Holder of a Claim or Equity Interest must consult with its own tax advisor regarding the federal, state, local, and foreign income and other tax consequences of the Settlement. THE TAX CONSEQUENCES TO HOLDERS OF CLAIMS MAY VARY BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF EACH HOLDER. MOREOVER, THE TAX CONSEQUENCES OF THE PLAN ARE COMPLEX, AND SUBJECT TO SIGNIFICANT UNCERTAINTIES DUE TO THE LACK OF APPLICABLE LEGAL PRECEDENT AND THE POSSIBILITY OF CHANGES IN THE LAW. NO RULING HAS BEEN APPLIED FOR OR RECEIVED FROM THE IRS WITH RESPECT TO ANY OF THE TAX ASPECTS OF THE PLAN AND NO OPINION OF COUNSEL HAS BEEN REQUESTED OR RECEIVED BY THE DEBTORS WITH RESPECT THERETO. THIS DISCUSSION DOES NOT CONSTITUTE TAX ADVICE OR A TAX OPINION CONCERNING THE MATTERS DESCRIBED. THERE CAN BE NO ASSURANCE THAT THE IRS WILL NOT CHALLENGE ANY OR ALL OF THE TAX CONSEQUENCES DESCRIBED HEREIN, OR THAT SUCH A CHALLENGE, IF ASSERTED, WOULD NOT BE SUSTAINED. EACH HOLDER OF A CLAIM OR EQUITY INTEREST IS STRONGLY URGED TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES OF HOLDING CLAIMS OR INTERESTS AND OF THE PLAN. 1. CLASSIFICATION OF ENTITIES Venture has elected to change its classification from a disregarded entity to a C corporation for federal income tax purposes. As a result of the classification election, subsidiaries of Venture that previously qualified as S corporations no longer qualify as such and are instead now treated as C corporations. Venture files consolidated federal income tax returns that include its subsidiaries. In addition, Venture's election to be classified as a C corporation may have caused a deemed taxable exchange of Venture's outstanding debt. Venture Delaware will not elect to be classified as a C corporation, and so is expected to be classified as a partnership for federal income tax purposes. 2. BAD-DEBT DEDUCTIONS Subject to certain limitations, section 166 and the regulations thereunder allow a deduction for a debt which becomes worthless, or in some cases partially worthless, during the year. However, no deduction is allowed under section 166 for a debt evidenced by a security as defined in section 165(g)(2)(C). Instead, section 165(g) provides that if a security which is a capital asset becomes worthless during a year, the 135 loss resulting therefrom is treated as a loss from the sale or exchange, on the last day of the taxable year, of a capital asset. For this purpose, the term security is defined in section 165(g)(2)(C) as a bond, debenture, note, or certificate, or other evidence of indebtedness, issued by a corporation, with interest coupons or in registered form. As noted, Venture has elected to be classified as a C corporation. As a result, the Class 2 and Class 3 Claims and the Old Notes may now be securities under section 165(g)(2)(C), such that section 165(g) would govern any worthlessness deduction in the case of some Holders, and likely would not permit any deduction if the securities are not completely worthless. Holders are urged to consult their own tax advisors regarding the availability and timing of any bad debt deductions under section 166. 3. TRANSFER OF WINGET ASSETS TO VENTURE DELAWARE In general, under section 721, Winget and the Transferring Winget Entities (each a "Transferor") should recognize no gain or loss on the transfer of the Transferred Winget Entities, Venture, and the Transferred Assets in exchange for Common Membership Interests in Venture Delaware. However, a Transferor could recognize gain due to the assumption of its liabilities by Venture Delaware, as provided in sections 707(a)(2)(B), 752 and 731 and the Regulations thereunder, depending on when and the circumstances under which the liabilities were incurred and other factors. A Transferor's tax basis in its Venture Delaware Common Membership Interest should equal its tax basis in the properties it transfers to Venture Delaware, properly adjusted to include both its liabilities that Venture Delaware assumes and its share of Venture Delaware's liabilities, and to exclude the basis in any portion of Winget Assets deemed sold to Venture Delaware under section 707(a)(2)(B). Venture Delaware will not recognize gain or loss on the issuance of the Common Membership Interests and assumption of liabilities in exchange for the Winget Assets received from the Transferors. Venture Delaware's tax basis in assets contributed by a Transferor should equal the tax basis that such Transferor had in such assets. Venture Delaware would take a cost basis in assets deemed purchased under section 707(a)(2)(B). Items of income, gain, loss, and deduction of Venture Delaware with respect to assets contributed by a Transferor to Venture Delaware will generally be allocated to the Transferor of such asset under section 704(c) to the extent attributable to a variation between the tax basis and fair market value of the asset at the time of contribution. 4. CLASS 2 AND CLASS 3 CLAIMS Subject to the discussion in part 6 below, for federal income tax purposes, it is assumed that in the Reorganization the Holders of Class 2 and Class 3 Claims ("Senior Lenders") will be deemed to transfer their Claims in part to Venture in exchange for cash and the Bank Priority Senior Notes, Securities Fee Notes, Excess Interest Notes, Bank Senior Notes and Bank Junior Notes (the "New Notes") and in part to Venture Delaware in exchange for Preferred Membership Interests. Immediately thereafter, the Senior Lenders will be deemed to transfer the New Notes and Preferred Membership interests to 136 the Lender Trust, and Venture Delaware will be deemed to cancel the Claims it received as a contribution to the capital of Venture. The Lender Trust is structured to qualify as a "liquidating trust" that will be treated as a grantor trust under Regulations Section 301.7701-4(d) for federal income tax purposes. Under this treatment, each Senior Lender will be treated as a grantor of the Lender Trust and owner of its pro rata share of the Senior Securities and other assets held by the Lender Trust, and will be required to include its pro rata share of all income, gain, loss and deduction of the Lender Trust on its tax return, and will include income or gain, if any, whether or not the Lender Trust makes any distributions. The deemed transfer of assets by the Senior Lenders into the Lender Trust will not result in the recognition of gain or loss for federal income tax purposes. The trustee of the Lender Trust will file federal income tax returns for the Lender Trust as a grantor trust, and the trustee and the Senior Lenders must use consistent valuations of the Senior Securities and other assets held by the Lender Trust for all federal income tax purposes. Assuming the Plan's designation of part of the cash as payments of accrued interest and fees is respected for federal income tax purposes, such payments should be taxable to the Holder as ordinary interest or fee income (if not previously included in the holder's gross income). Unless otherwise indicated, the following discussion relates only to the principal portion of the Class 2 and Class 3 Claims. A Senior Lender should be treated as selling a portion of its Claim to Venture for the cash and the New Notes and the New Notes received (the "Sale Portion"), acting other than in its capacity as a member of a partnership under Section 707(a)(2)(B) and the Regulations thereunder. A Senior Lender should be treated as contributing the remainder of its Claim (the "Contribution Portion") to Venture Delaware in exchange for the Venture Delaware Preferred Membership Interest received. While not free from doubt, the Sale Portion of the Claim is likely to be such portion of the Claim as has a fair market value equal to the sum of the cash and the issue price of New Notes received. The remainder of the Claim would be the Contributed Portion. The Senior Lender's tax basis in and the principal and adjusted issue price of the Claim should thus be allocated between the Sale Portion and the Contributed Portion in proportion to the relative fair market value of each Portion. Under the foregoing treatment, the Senior Lender will recognize gain or loss on the Sale Portion of its Claim equal to the difference between its tax basis allocated to the Sale Portion and the sum of the cash and the issue price of New Notes received therefor, and will generally take a tax basis in the New Notes equal to their issue price. However, a Senior Lender may be entitled to report gain on the Sale Portion of its claim under the installment method, provided the Senior Lender is not a dealer with respect to such property, is not related to Venture Delaware within the meaning of section 453(f), the Claim is not an item of inventory of the Senior Lender, and the Claim is not a security traded on an established securities market or, to the extent provided in Regulations (which have not been promulgated), other property of a kind regularly traded on an established market. Under section 453A, a Senior Lender who reports gain on the installment method may be required to pay an interest charge to the IRS on all or a 137 portion of the deferred tax liability, and/or to treat any proceeds of a loan secured by the New Notes as payments on the New Notes. Senior Lenders considering using the installment method with respect to consideration received for the Sale Portion of their Claims should consult their tax advisor. The issue price of the New Notes will depend on whether the Claims or the New Notes are traded on an "established securities market" at any time during the 60-day period ending 30 days after the Effective Date. Regulations define "established securities market" to include a system of general circulation (including a computer listing disseminated to subscribing brokers, dealers, or traders) that provides a reasonable basis to determine fair market value by disseminating either recent price quotations or actual prices of recent sales transactions. If any class of New Notes is traded on an established securities market within the period described above, the issue price of such New Notes will be their fair market value as of the first date on which a substantial amount of the traded New Notes are issued. If a class of New Notes is not so traded on an established securities market, but a substantial amount of such New Notes is issued for Claims that are traded on an established securities market within the period described above, then the issue price of such New Notes will be the fair market value of the traded Claims as of the Effective Date. In any other case, the issue price of the New Notes will be their stated principal amount (assuming the stated interest rate on the New Notes is at least equal to the applicable Federal rate under Section 1274 of the Code). Stated interest with respect to a New Note to the extent constituting "qualified stated interest," will be includible in a Senior Lender's income in accordance with such method of accounting. Whether interest on the New Notes will constitute "qualified stated interest" will depend on the final terms of the New Notes. However, to the extent interest on the New Notes is not required to be paid in cash at least annually (e.g., the New Notes contain "PIK" features), such interest generally will not constitute qualified stated interest and will be treated as "original issue discount." In addition, if the issue price of a New Note is less than its stated principal amount (by more than a de minimis amount), then the difference will also be "original issue discount" original issue discount is generally includible in a Senior Lender's income over the term of the New Note (or the period it is held by the Senior Lender) on a constant yield basis, in advance of the receipt of cash. Senior Lenders are advised to consult with their own tax advisors regarding the possible application of the original issue discount rules to the New Notes. Under section 721, a Senior Lender will not recognize gain or loss on the receipt of a Preferred Membership Interest in exchange for the Contribution Portion of its Claim. The Senior Lender's tax basis in the Preferred Membership Interest will equal its tax basis allocated to the Contribution Portion of its Claim (properly adjusted for the Senior Lender's share of Venture Delaware's liabilities as owner of the Preferred Membership Interest). As owner of the Preferred Membership Interest (through the Lender Trust), Senior Lenders will be taxable on its share of Venture Delaware taxable income, gain, loss, or deduction, whether or not any such income is distributed. 138 Venture Delaware will not recognize gain or loss on issuance of the Preferred Membership Interest in exchange for a portion of the Class 3 Claims. It will take a tax basis in such Claims equal to the Senior Lender's tax basis allocated to the Contribution Portions of the Claims. No gain or loss will be recognized to Venture Delaware on its cancellation of the Contribution Portions of the Claims as a contribution to the capital of Venture. Under section 108(e)(4) and the regulations thereunder, except with respect to Class 3 Claims with a stated maturity date within one year of the Effective Date, Venture will generally realize discharge of indebtedness income on Venture Delaware's acquisition of the Contribution Portions of the Class 3 Claims equal to the sum of (i) the excess, if any, of the adjusted issue price of any Contribution Portion of a Class 3 Claim received from a Senior Lenders who purchased such Claim within 6 months before the Effective Date over Venture Delaware's tax basis therein, and (ii) the excess, if any, of the adjusted issue price of the remaining Contribution Portions of the Class 3 Claims over the fair market value of such Portions on the Effective Date. With respect to Class 3 Claims with a stated maturity date within one year of the Effective Date, Venture will generally realize discharge of indebtedness income under section 108(e)(6) on the cancellation thereof as a capital contribution equal to the excess, if any, of the adjusted issue price of such Class 3 Claims over Venture Delaware's tax basis therein (excluding basis attributable to the cash paid for accrued interest). Venture will also realize discharge of indebtedness income equal to the excess, if any, of the stated principal amount of the Sale Portion of the Class 2 and Class 3 Claims over the sum of the cash and the adjusted issue price of New Notes received for the Sale Portion of the Claims. For purposes of this paragraph, adjusted issue price excludes accrued interest paid in cash under the Plan. The tax consequences of the realization of such discharge of indebtedness income are discussed below. If Venture Delaware redeems the Preferred Membership Interests for cash within 2 years of the Effective Date, Treasury Regulations under section 707(a)(2)(B) would presume the Contribution Portion of the Class 3 Claims to also have been deemed sold on the Effective Date. In effect, rather than the treatment outlined above, this presumption would deem the Senior Lenders to have sold the entire principal of the Contribution Portion of the Class 3 Claims on the Effective Date to Venture Delaware in exchange for the cash paid in redemption of the Preferred Membership Interests. However, such deemed sale presumption may be overcome by facts and circumstances that clearly establish that the transfer of the Contribution Portion of the Claims and later redemption of the Preferred Membership Interests do not constitute a sale. The fact that the redemption would be purely at Winget's option, the exercise of which does not appear to be compelled by economic factors, and is not secured or otherwise supported by undertakings to contribute or loan funds to Venture Delaware, should be sufficient to overcome such deemed sale presumption. Nonetheless, Venture Delaware would be required to disclose the non-sale position on its tax return in accordance with Treas. Reg. Section 1.707-8, failing which each Senior Lenders would be required to do so. 139 5. CLASS 5 CLAIMS Subject to the discussion in part 6 below, for federal income tax purposes, it is likely that the Holders of Class 5 Claims ("Class 5 Holders") will be deemed to (i) transfer a portion of their Class 5 Claims (the "Warrant Portion") to Venture Delaware in exchange for the Creditors' Warrant, (ii) cancel the remainder of their Class 5 Claims (the "Venture Assets Portion") in exchange for the Winget Actions (other than the Extinguished Actions, which shall hereafter in this tax analysis be excluded from any reference to Winget Actions) and the Avoidance Actions, and (iii) transfer the Creditors' Warrant, Winget Actions, and Avoidance Actions to the Creditors' Trust. Venture Delaware will be deemed to cancel the Warrant Portions of the Claims as a contribution to the capital of Venture. The Creditors' Trust is structured to qualify as a "liquidating trust" that will be treated as a grantor trust under Regulations Section 301.7701-4(d) for federal income tax purposes. Under this treatment, each Class 5 Holder will be treated as a grantor of the Creditors' Trust and owner of its pro rata share of the Trust Assets, and will be required to include its pro rata share of all income, gain, loss and deduction of the Creditors' Trust on its tax return, and will include income or gain, if any, whether or not the Creditors' Trust makes any distributions. The deemed transfer of assets by the Class 5 Holders into the Creditors' Trust will not result in the recognition of gain or loss for federal income tax purposes. The trustee of the Creditors' Trust will file federal income tax returns for the Creditors' Trust as a grantor trust, and the trustee and the Class 5 Holders must use consistent valuations of the Trust Assets for all federal income tax purposes. While not free from doubt, it is likely that a Class 5 Holder's Claim would be divided into a Warrant Portion and a Venture Assets Portion, with the Warrant Portion having a value that is in the same proportion to the total fair market value of the Warrant Portion and the Venture Assets Portion, as the fair market value of the Creditors' Warrant bears to the total fair market value of the Winget Actions and Avoidance Assets. A Class 5 Holder's tax basis in, and the adjusted issue price and principal of its Claim (as well presumably as any accrued interest), would appear to be allocated between the Warrant Portion and the Venture Assets Portion in proportion to such Portions' relative fair market values. Despite its name, the Creditors' Warrant may be treated for tax purposes as a partnership interest in Venture Delaware. In that case, a Class 5 Holder's exchange of the Warrant Portion of its Claim for the Creditors' Warrant should not cause it to recognize gain or loss on the exchange under section 721, the Class 5 Holder would take a tax basis in the Creditors' Warrant equal to the tax basis allocated to the Warrant Portion of its Claim (adjusted for the Class 5 Holder's share of Venture Delaware liabilities as a partner therein), and the Class 5 Holder would be taxable on its share of Venture Delaware income, gain, loss, or deduction, regardless of whether any such income is distributed to the Creditors' Trust. If the Creditors' Warrant were instead treated as a warrant to acquire an interest in Venture Delaware, upon exchanging the Warrant Portion of its Claim for the Creditors' Warrant, a Class 5 Holder would recognize gain or loss measured by the difference 140 between the fair market value of the Creditors' Warrant (excluding any portion allocated to accrued interest) and the tax basis allocated to the Warrant Portion of its Claim (excluding any basis allocated to accrued interest), would take a tax basis in the Creditors' Warrant equal to its fair market value, and would not be taxable on Venture income, gain, loss or deduction prior to exercise of the Creditors' Warrant. On the exercise of the Creditors' Warrant, section 721 would likely apply. In that case, neither Venture Delaware nor the Holders would recognize gain or loss, and a Class 5 Holder's basis in the Venture Delaware Membership Interest received should equal its basis in the Creditors' Warrant, plus the basis in any property contributed on exercise of the Creditors' Warrant (and adjusted for the Class 5 Holder's share of Ventures Delaware liabilities under section 752). Thereafter, as a member of Venture Delaware, the Class 5 Holder would be taxable on its share of Venture Delaware taxable income, gain, loss or deduction, regardless of whether any such income is distributed to the Creditors' Trust. A Class 5 Holder's exchange of the Venture Assets Portion of its Claim for the Winget Actions and Avoidance Actions is likely to be treated as a taxable exchange. In that event the Class 5 Holder would recognize gain or loss on that exchange equal to the difference between (i) the fair market value of the Winget Actions and the Avoidance Actions (excluding any such consideration allocated to accrued interest), and (ii) the Class 5 Holder's tax basis allocated to the Venture Assets Portion of its Class 5 Claim (excluding any basis attributable to accrued interest). The Class 5 Holder's tax basis in each of the Winget Actions and the Avoidance Actions would equal their respective fair market values. A Class 5 Holder would subsequently recognize income, gain or loss on a Winget Action or Avoidance Action to the extent the recovery thereon differs from the Class 5 Holder's tax basis therein. To the extent one or more of the Winget Actions or Avoidance Actions received cannot be valued as of the Effective Date, the "open transaction" doctrine may apply to the exchange of the Venture Assets Portion of the Class 5 Holder's Class 5 Claim. Under that treatment, each recovery on an "open transaction" asset would be treated as additional consideration for the Venture Assets Portion of the Class 5 Claim, producing gain once the Holder's tax basis in the surrendered Venture Assets Portion of the Claim has been fully recovered. Prior to final determination of the amount to be received on an asset accounted as an "open transaction," loss (aside from a bad debt deduction) on the Venture Assets Portion of the Claim could likely not be recognized to the extent that it exceeds the minimum possible loss on the exchange. Although the Plan does not allocate consideration between principal and accrued interest of Class 5 Claims, a portion of the Creditors' Warrant received for the Warrant Portion, and a portion of the Winget Actions and Avoidance Actions received for the Venture Assets Portion, may be allocated to accrued but unpaid interest on such portions of a Class 5 Holder's Class 5 Claim. The manner in which such allocation would be made for federal income tax purposes is unclear. If any portion of the consideration were allocated to accrued interest, such portion would be taxable to the holder as interest income, except to the extent the Class 5 Holder has previously reported such interest as income. Such allocation would reduce the consideration allocated to the principal of the Warrant 141 Portion or Venture Assets Portion of the Claim, reducing the amount of gain, or increasing the amount of loss, thereon. If such loss were a capital loss, it would not offset such ordinary interest income (except, in the case of individuals, to the limited extent that capital losses may be deducted against ordinary income). Venture Delaware will not recognize gain or loss on the issuance of the Creditors' Warrant to acquire the Warrant Portions of the Class 5 Claims or the exercise of the Creditors' Warrant. If the Creditors' Warrant is treated as a partnership interest in Venture Delaware, then Venture Delaware will take a basis in the Warrant Portions of the Claims equal to the basis of the Class 5 Holders allocated thereto. Otherwise, Venture Delaware's tax basis in the Warrant Portions of the Claims will equal the fair market value of the Creditors' Warrant. No gain or loss will be recognized to Venture Delaware on the cancellation of such Warrant Portions of the Class 5 Claims as a contribution to the capital of Venture. Venture will recognize gain or loss on the distribution of the Winget Actions and Avoidance Actions in part payment of the Venture Assets Portion of the Class 5 Claims, in an amount equal to the difference between its tax basis (if any) in and the fair market values of such assets. To the extent Venture incurs any federal income tax liability on such distribution, it will be paid out of Venture's available funds. In addition, under section 108(e)(4) and (6) and the regulations thereunder, Venture will generally realize discharge of indebtedness income on Venture Delaware's acquisition and cancellation of the Warrant Portions of the Class 5 Claims. If the Creditors' Warrant is treated as a partnership interest in Venture Delaware, then under section 108(e)(4) and the regulations thereunder, in the case of a Warrant Portion of a Class 5 Claim with a stated maturity date more than one year after the Effective Date, acquired from a Class 5 Holder who did not purchase such claim within 6 months before the Effective Date, the amount of Venture's discharge of indebtedness income will generally equal the excess, if any, of the adjusted issue price of such Warrant Portion over its fair market value on the Effective Date. Otherwise, the amount of Venture's discharge of indebtedness income with respect to the Warrant Portions of the Class 5 Claims will equal the excess, if any, of the adjusted issue price of the Warrant Portions over Venture Delaware's tax basis therein. Venture will also realize discharge of indebtedness income to the extent that the adjusted issue price or amount of the Venture Assets Portion of the Class 5 Claims exceeds the fair market value of the Winget Actions and Avoidance Actions distributed with respect thereto. For purposes of this paragraph, the adjusted issue price or amount of Class 5 Claim includes accrued interest which Venture has deducted. The tax consequences of the realization of such discharge of indebtedness income are discussed below. If the "open transaction" doctrine applies to a Winget Action or Avoidance Action, subsequent recoveries thereon could result in additional amounts realized to Venture on the distribution thereof to the Class 5 Creditors. The amount and timing of discharge of indebtedness income could also be affected by such "open transaction" treatment. 142 6. IMPACT OF THE SETTLEMENT The tax consequences described in parts 4 and 5 above generally assume that, for federal income tax purposes, the Senior Lenders will be the sole owners of the Senior Securities held by the Lender Trust, and the Class 5 Holders will be the sole owners of the Creditors' Trust Corpus. Because of the Settlement, however, the Senior Lenders are likely to be deemed to have an indirect ownership interest in the Creditors' Trust Corpus and the Class 5 Holders may be deemed to have an indirect ownership in the Senior Securities held by the Lender Trust. The exact nature and extent of such deemed cross-ownership will depend on the final terms of the Settlement and the value as of the Effective Date of the Creditors' Trust Corpus and Senior Securities relative to the Senior Lender Entitlement. For example, if the combined value of the Creditors' Trust Corpus and Senior Securities is less than the Senior Lender Entitlement as of the Effective Date, the Senior Lenders may be treated as having received not only the Senior Securities and cash allotted to them under the Plan in exchange for their Claims, but also the entire Creditors' Trust Corpus. On the other hand, if the combined value of the Creditors' Trust Corpus and Senior Securities exceeds the Senior Lender Entitlement as of the Effective Date, the Class 5 Holders and Senior Lenders may be treated as having received a joint interest in the Creditors' Trust Corpus and Senior Securities in exchange for their Claims based on their expected sharing ratios. Alternatively, the Class 5 Holders and Senior Lenders may be treated as having received the consideration allotted to them under the Plan, but then contributing such consideration to a deemed partnership with preferred and common interests (with the Senior Lenders holding all of the preferred interests and a portion of the common interests and the Class 5 Holders holding the balance of the common interests). ACCORDINGLY, THE SETTLEMENT IS EXPECTED TO HAVE A MATERIAL EFFECT ON THE TAX TREATMENT OF THE SENIOR LENDERS AND CLASS 5 HOLDERS AND SUCH PERSONS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO SUCH TREATMENT. 7. CLASS 6 CLAIMS If a Triggering Event occurs and certain other conditions are met, Venture will pay Holders of Class 6 Claims cash equal to 50% of their claims in 10 monthly installments beginning with the fourth month after the Effective Date. Alternatively, Holders of Class 6 Claims may be treated as a Class 5 Creditor, in which case the consequences described in parts 5 and 6 above would generally apply. Treas. Reg. Section 1.1001-3 prescribes standards under which changes in the terms of a "debt instrument" give rise to a deemed exchange of the debt instrument for a new one having the modified terms. In particular, a change in the yield of a debt instrument providing only for fixed payments (and certain other types of debt instruments) of more than the greater of 1/4 of one percent and 5% of the yield of the unmodified debt instrument is treated as a deemed exchange. A material deferral of payments due under a debt instrument, of at least 50% of the original term, may also create a deemed exchange. It is not clear how these rules apply to trade debt, or to a reduction in an amount payable that would produce a negative yield on the original debt. 143 Assuming a deemed exchange occurs under these rules (which is expected), or if the Holder's Class 6 Claim is against an entity other than Venture, then the Holder would be deemed to make a taxable sale of its Class 6 Claim in exchange for a new debt (the "New Debt") comprised of its right to receive the payments specified in the Plan (the deferred 50% payout). The Holder would recognize gain or loss measured by the difference between its tax basis in the Class 6 Claim and the issue price of the New Debt. Gain may be reportable on the installment method, provided the Holder is not related to Venture within the meaning of section 453(f), the Class 6 Claim is not an item of inventory of the Holder, the Holder does not regularly sell or otherwise dispose of personal property of the same type as the Class 6 Claim on the installment plan, and the Class 6 Claim is not a security traded on an established securities market or, to the extent provided in Regulations (which have not been promulgated), other property of a kind regularly traded on an established market. Under section 453A, a holder who reports gain on the installment method may be required to pay an interest charge to the IRS on the deferred tax liability, and would be required to treat any proceeds of a loan secured by the New Notes as payments on the New Notes. Class 6 Holders considering using the installment method with respect to consideration received for their Claims should consult their tax advisor. The issue price of the New Debt would likely be determined under section 1274. While that section only applies to a sale or exchange if the aggregate payments exceed $250,000, all sales and exchanges which are part of the same transaction are treated as a single sale or exchange for purposes of this threshold. Under section 1274, the issue price of the New Debt would be the present value of the payments to be made thereunder, discounted at the applicable Federal rate. The excess of the payments to be made over such issue price would be original issue discount, which would be includible in the Holder's income over the term of the New Debt on a constant yield basis, in advance of the receipt of cash payments. The specific Debtor under a Class 6 Claim will generally realize discharge of indebtedness income to the extent the amount of the Claim exceeds the issue price of the New Debt issued therefor. The tax consequences of the realization of such discharge of indebtedness income are discussed below. Notwithstanding the foregoing, a Holder of a Class 6 Claim may be treated as having received part of its consideration for agreeing to enter into the Vendor Support Agreement. In such a case, the Holder would likely have ordinary income equal to the fair market value of the portion of the consideration allocated to the Vendor Support Agreement. 8. CLASS 7 CLAIMS If a Triggering Event shall have occurred, Venture will pay Holders of Class 7 Claims cash equal to 75% of their Claims within 120 days after the Effective Date. While not free from doubt, it is likely the cash received will be treated for federal income tax 144 purposes as partial payment of the Holders' original Claims and, accordingly, that they will realize income, gain, or loss. The specific Debtor under a Class 7 Claim will generally realize discharge of indebtedness income to the extent the amount of the Claim exceeds the cash paid. The tax consequences of the realization of such discharge of indebtedness income are discussed below. 9. TAX CONSEQUENCES TO DEBTORS OF REALIZATION OF DISCHARGE OF INDEBTEDNESS INCOME Pursuant to section 108(a), discharge of indebtedness income realized by a Debtor as discussed above should be excluded from the Debtor's taxable income. However, the Debtor (and under Regulations, a consolidated group of which the Debtor is a member) will generally be required to reduce tax attributes (e.g., net operating loss, credit, and capital loss carryovers, and/or tax basis in assets) by the amount of income so excluded. 10. LIMITATIONS ON VENTURE'S AND TRANSFERRED WINGET ENTITIES' TAX ATTRIBUTES The reorganization under the Plan (or a worthless stock deduction on the part of Winget, Venture Delaware, or another major stockholder) may constitute an ownership change of the Venture consolidated group and the Transferred Winget Entities under section 382 of the Code. In that case, section 382 would limit the ability of the Venture consolidated group and the Transferred Winget Entities to utilize certain favorable tax attributes, such as net operating loss carryovers, to offset future taxable income. However, because Venture was a disregarded entity and its principal subsidiaries were S corporations (neither of which generate corporate-level net operating loss carryovers), as were the Transferred Winget Entities, it is not expected that the section 382 limitation would have a significant impact on the Venture consolidated group and the Transferred Winget Entities. In addition, if a corporation (or consolidated group) undergoes an ownership change under section 382 and has an unrealized built-in loss on the date of the ownership change, then for certain alternative minimum tax purposes the corporation (or group) must reduce its tax basis in its assets to the fair market value of such assets as of the change date. 11. INFORMATION REPORTING AND WITHHOLDING Certain payments, including payments and distributions of interest and certain other amounts with respect to Claims pursuant to the Plan and future payments of interest or original issue discount on obligations issued under the Plan, generally are subject to information reporting by the payor (the relevant Debtor) to the IRS. Moreover, the payor is required to withhold or backup withhold under certain circumstances. Under current law, the backup withholding rate is 28%. Backup withholding generally applies if the Holder (a) fails to furnish its correct taxpayer identification number (social security, 145 employer identification, or other taxpayer identification number) ("TIN") to the payor, (b) furnishes an incorrect TIN, (c) fails properly to report interest or dividends, or (d) under certain circumstances, fails to provide a certified statement signed under penalties of perjury that the TIN provided is its correct number and that it is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons are exempt from backup withholding, including, in certain circumstances, corporations and financial institutions. 12. IMPORTANCE OF OBTAINING PROFESSIONAL ASSISTANCE THE FOREGOING IS INTENDED TO BE ONLY A SUMMARY OF CERTAIN OF THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE FEDERAL, STATE, LOCAL INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND UNCERTAIN. SUCH CONSEQUENCES MAY ALSO VARY BASED ON THE INDIVIDUAL CIRCUMSTANCES OF EACH HOLDER OF A CLAIM OR EQUITY INTEREST. ACCORDINGLY, EACH HOLDER OF A CLAIM OR EQUITY INTEREST IS STRONGLY URGED TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES UNDER THE PLAN. J. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS Holders of Claims in Classes 3 and 5 will receive New Venture Securities under the Plan. Section 1145 of the Bankruptcy Code creates certain exemptions from the registration requirements of federal and state securities laws with respect to the distribution of securities pursuant to a plan of reorganization. 1. ISSUANCE OF SECURITIES UNDER THE PLAN The Debtors intend to rely on section 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act, and any applicable state securities laws, the issuance of any New Venture Securities pursuant to the Plan to holders of Claims in exchange for their Claims. Generally, Section 1145 of the Bankruptcy Code exempts the issuance of securities under a plan of reorganization from registration under the Securities Act and under state securities laws if three principal requirements are satisfied: (i) the securities must be issued under a plan of reorganization by the debtor or its successors under a plan or an affiliate participating in a joint plan of reorganization with the debtor; (ii) the recipients of the securities must hold a claim against the debtors, an interest in the debtor or a claim for an administrative expense against the debtor; and (iii) the securities must be issued entirely in exchange for the recipient's claim against or interest in the debtor, or "principally" in such exchange and "partly" for cash or property. Although the issuance of the New Venture Securities pursuant to the Plan satisfies the requirements of Section 1145(a)(1) of the Bankruptcy Code and is, therefore, exempt from registration under 146 federal and state securities laws, under certain circumstances subsequent transfer of such securities may be subject to registration requirements under such securities laws. 2. TRANSFERS OF NEW SECURITIES The New Venture Securities to be issued pursuant to the Plan may be freely transferred by most recipients thereof, and all resales and subsequent transactions in the new securities are exempt from registration under federal and state securities laws, unless the holder is an "underwriter" with respect to such securities. Section 1145(b) of the Bankruptcy Code defines four types of "underwriters": (i) persons who purchase a claim against, an interest in, or a claim for an administrative expense against the debtor with a view to distributing any security received or to be received in exchange for such a claim or interest; (ii) persons who offer to sell securities offered or sold under a plan for the holders of such securities; (iii) persons who offer to buy such securities from the holders of such securities, if the offer to buy is (a) with a view to distribution of such securities, and (b) under an agreement made in connection with the Plan, with the consummation of the Plan, or with the offer or sale of securities under the Plan; and (iv) persons who are an "issuer" with respect to the securities, as the term "issuer" is defined in section 2(11) of the Securities Act of 1933. Under section 2(11) of the Securities Act of 1933, an "issuer" includes any persons directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. To the extent that persons deemed to be "underwriters" receive securities pursuant to the Plan, resales by such persons would not be exempted by Section 1145 of the Bankruptcy Code from registration under the Securities Act of 1933 or other applicable law. Persons deemed to be underwriters, however, may be able to sell such securities without registration subject to the provisions of Rule 144 or Rule 149 under the Securities Act of 1933, both of which permit the public sale of securities without registration subject to the provisions of Rule 144 under the Securities Act of 1933, which permits the public sale of securities received pursuant to the Plan by "underwriters", subject to the availability to the public of current information regarding the issuer and to volume limitations and certain other conditions. Whether or not any particular person would be deemed to be an "underwriter" with respect to any security to be issued pursuant to the Plan would depend upon various facts and circumstances applicable to that person. Accordingly, the Debtors express no view as to whether any person would be an "underwriter" with respect to any security to be issued pursuant to the Plan. 147 GIVEN THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A PARTICULAR PERSON MAY BE AN UNDERWRITER, THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO OFFER OR SELL IN THE NEW VENTURE SECURITIES TO BE DISTRIBUTED PURSUANT TO THE PLAN. THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF THE NEW VENTURE SECURITIES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY OFFER OR SELL SUCH SECURITIES. K. PERFORMANCE OF THE CONTRIBUTION AGREEMENT The distributions under the Plan are premised upon the consummation of the transactions contemplated in the Contribution Agreement. The Transferors' obligations to close the transactions contemplated under the Contribution Agreement are conditioned upon the occurrence, or non-occurrence, of certain events. For example, the Transferors' obligations are conditioned upon no modifications being made to the Original Plan that are materially adverse to the Transferors taken as a whole. The Debtors, the Steering Committee and the Creditors' Committee anticipate that the Transferors will argue that, among other things, the changes made to the Original Plan as embodied in the Plan constitute changes which are materially adverse to the Transferors as a whole. Thus, the Debtors currently believe that they will need to compel the Transferors' performance under the Contribution Agreement consistent with the terms and conditions thereof. Although the Debtors believe the Contribution Agreement can be enforced against Winget and the Transferors', such litigation could be protracted and there can be no assurances that the Debtors or any other party entitled to enforce the Contribution Agreement will be successful in enforcing the Contribution Agreement. If the Contribution Agreement cannot be enforced, or if Winget and/or the Transferors do not voluntarily comply with their obligations thereunder, the distributions contemplated under the Plan cannot be made and the Debtors will evaluate other alternatives to the Plan. On May 25, 2004, Winget delivered to Venture Holdings Company, LLC a letter in which Winget states that he has terminated the Contribution Agreement. The Debtors, the Steering Committee and the Creditors' Committee dispute whether this action constitutes a valid termination of the Contribution Agreement and will seek to compel Winget's compliance with the Contribution Agreement. XI. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST A. FEASIBILITY OF THE PLAN In connection with Confirmation of the Plan, Section 1129(a)(11) of the Bankruptcy Code requires that the Bankruptcy Court find that Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors. This is the so-called "feasibility" test. The Debtors believe that with a de-leveraged capital structure their businesses will return to viability. The decrease in the 148 amount of debt on Reorganized Venture's balance sheet will significantly reduce interest expense and principal requirements. Additionally, the contribution of the Winget Assets will improve Reorganized Venture's cash flow. Based on the terms of the Plan, at emergence Reorganized Venture will have approximately $420.0 million of debt, excluding amounts funded under the Exit Financing Facility but including Preferred Membership Interests, in contrast to more than $875.0 million of debt prior to the restructuring (before considering accrued interest). To support their belief in the feasibility of the Plan, the Debtors have prepared financial projections for the period from January 1, 2004 through December 31, 2006 (the "Projections"). The Professionals have not performed an independent investigation of the accuracy or completeness of such financial projections and disclaim any responsibility for or liability with respect to such projections. SEE EXHIBIT H - "SELECTED HISTORICAL AND PROJECTED PRO FORMA FINANCIAL INFORMATION FOR THE REORGANIZED DEBTORS." The Projections indicate that Reorganized Venture should have sufficient cash flow to make the payments required under the Plan on the Effective Date and to repay and service its post-Confirmation debt obligations and to maintain its operations during this period. Accordingly, the Debtors believe that the Plan complies with the standard of Section 1129(a)(11) of the Bankruptcy Code. As noted in the Projections, however, the Debtors caution that no representations can be made as to the accuracy of the Projections or as to Reorganized Venture's ability to achieve the projected results. Many of the assumptions upon which the Projections are based are subject to uncertainties outside of the control of the Debtors. Some assumptions inevitably will not materialize, and events and circumstances occurring after the date on which the Projections were prepared may be different from those assumed or may be unanticipated, and may adversely affect the Debtors' financial results. As discussed elsewhere in this Disclosure Statement, there are numerous circumstances that may cause actual results to vary from the projected results, and the variations may be material and adverse. SEE SECTION X - "CERTAIN FACTORS TO BE CONSIDERED" for a discussion of certain risk factors that may affect financial feasibility of the Plan. THE PROJECTIONS ARE QUALIFIED BY AND SUBJECT TO THE ASSUMPTIONS SET FORTH HEREIN AND THE OTHER INFORMATION CONTAINED HEREIN. THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARD COMPLIANCE WITH THE GUIDELINES ESTABLISHED BY THE SEC, AICPA OR ANY OTHER REGULATORY OR PROFESSIONAL AGENCY OR BODY, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR CONSISTENCY WITH THE AUDITED FINANCIAL STATEMENTS REFERENCED IN THIS DISCLOSURE STATEMENT. FURTHERMORE, THE PROJECTIONS HAVE NOT BEEN AUDITED BY THE DEBTORS' INDEPENDENT CERTIFIED ACCOUNTANTS. ALTHOUGH PRESENTED WITH NUMERICAL SPECIFICITY, THE PROJECTIONS ARE BASED ON A VARIETY OF ASSUMPTIONS, SOME OF WHICH HAVE NOT BEEN ACHIEVED TO DATE AND MAY NOT BE REALIZED IN THE FUTURE, AND ARE SUBJECT TO SIGNIFICANT BUSINESS, 149 LITIGATION, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS. CONSEQUENTLY, THE PROJECTIONS SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY BY THE DEBTORS, OR ANY OTHER PERSON, THAT THE PROJECTIONS WILL BE REALIZED. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THE PROJECTIONS. THE PROJECTIONS SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED UNDER THE HEADINGS "OPERATIONS OF THE DEBTORS," AND "CERTAIN FACTORS TO BE CONSIDERED," AND THE OTHER INFORMATION CONTAINED IN EXHIBIT I-"HISTORICAL AND PROJECTED FINANCIAL INFORMATION AND VALUE OF THE REORGANIZED DEBTORS." B. BEST INTERESTS TEST Even if the Plan is accepted by each class of Claims and Interests, the Bankruptcy Code requires that the Bankruptcy Court find that the Plan is in the best interests of all Classes of Creditors and Interest Holders. The "best interests" test requires that the Bankruptcy Court find either that all members of an Impaired Class of Claims or Interests have accepted the Plan or that the Plan will provide each member who has not accepted the Plan with a recovery of property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code. To calculate the Distribution to members of each Impaired Class of Holders of Claims and Interests if the Debtors were liquidated, the Bankruptcy Court must first determine the aggregate dollar amount that would be generated from the Debtors' assets if the Case were converted to a chapter 7 case under the Bankruptcy Code. This "liquidation value" would consist primarily of the proceeds from a sale of the Debtors' assets by a chapter 7 trustee and the cash held by the Debtors at the time of the commencement of the chapter 7 case. The amount of liquidation value generated from the liquidation of the Debtors' assets and properties would be reduced by the amount of any Claims secured by such assets and the costs and expenses of liquidation, as well as by other administrative expenses and costs (including any break-up or termination fees approved by the Bankruptcy Court) of both the chapter 7 case and the chapter 11 case. Costs of liquidation under chapter 7 of the Bankruptcy Code would include the compensation of a trustee, as well as of counsel and other professionals retained by the trustee, asset disposition expenses, all unpaid expenses incurred by the Debtors in the Case (such as compensation of attorneys, financial advisors and accountants) that are allowed in the chapter 7 case and litigation costs and claims arising from the operations of the Debtors during the pendency of the Case. The liquidation itself could trigger certain priority payments that otherwise would be due in the ordinary course of business. The priority claims which may arise in a liquidation case would be paid in full from the liquidation proceeds before the balance would be made available to pay pre-chapter 11 priority and general claims or to make any distribution in respect of equity interests. The liquidation would also prompt the rejection of any 150 executory contracts and unexpired leases and thereby create higher amounts of General Unsecured Claims. In applying the "best interests" test, it is possible that Claims and Interests in the chapter 7 case may not be classified according to the seniority of such Claims and Interests as provided in the Plan. In the absence of a contrary determination by the Bankruptcy Court, all pre-chapter 11 unsecured Claims which have the same rights upon liquidation would be treated as one Class for purposes of determining the potential Distributions of the liquidation proceeds resulting from the Debtors' chapter 7 case. The Distributions from the liquidation proceeds would be calculated ratably according to the amount of the Claim held by each Creditor. Therefore, Creditors who claim to be third-party beneficiaries of any contractual subordination provisions might be required to seek to enforce such contractual subordination provisions in the Bankruptcy Court or otherwise. Section 510(a) of the Bankruptcy Code provides that subordination agreements are enforceable in a bankruptcy case to the same extent that such subordination is enforceable under applicable non-bankruptcy law. Therefore, no Class of Claims that is contractually subordinated to another Class would receive any payment on account of its Claims, unless and until such senior Class were paid in full. Once the Bankruptcy Court ascertains the recoveries in liquidation of secured Creditors and priority claimants, it must determine the probable Distribution to General Unsecured Creditors from the remaining available proceeds in liquidation. If such probable distribution has a value greater than the Distributions to be received by such Creditors under the Plan, then the Plan is not in the best interests of Creditors and cannot be confirmed by the Bankruptcy Court. As shown in the Liquidation Analysis, the Debtors currently believe that each Holder of Old Notes and Interests will likely receive at least as much under the Plan as they would receive if the Debtors were liquidated, and that the Plan should therefore meet the requirements of Section 1129(a)(7) of the Bankruptcy Code. C. CHAPTER 7 LIQUIDATION ANALYSIS Section 1129(a)(7) of the Bankruptcy Code (often called the "Best Interests Test"), as applied to a Chapter 11 case requires that each holder of an impaired claim or equity interest either (a) accept the plan of reorganization or (b) receive or retain under the plan of reorganization property of a value, as of the effective date, that is not less than the value such holder would receive or retain if the debtor were liquidated under Chapter 7 of the Bankruptcy Code. To satisfy the Best Interests Test, a debtor must determine the dollar amount that would be generated from a hypothetical liquidation of such debtor's assets and properties in a Chapter 7 proceeding. The gross amount of cash available would be the sum of the proceeds from the disposition of the debtor's assets and any cash held by such debtor upon the commencement of the Chapter 7 case. Such amount would then be reduced by the amount of any claims secured by such assets, the costs and expenses of the liquidation, and such additional administrative expenses and priority claims as may result from the termination of the debtor's business and the liquidation of its assets. Any remaining cash would be distributed to creditors and shareholders in 151 accordance with the distribution hierarchy established by Section 726 of the Bankruptcy Code. With respect to the instant cases, the following Chapter 7 Liquidation Analysis (the "Liquidation Analysis") is provided solely to discuss the effects of a hypothetical Chapter 7 liquidation of the Debtors and is subject to the assumptions set forth herein. The Liquidation Analysis has not been independently audited or verified and there can be no assurance that such assumptions would be accepted by the Bankruptcy Court. The Liquidation Analysis reflects the estimated cash proceeds, net of liquidation-related costs, that would be available to Creditors if the Debtors were liquidated in a Chapter 7 proceeding. Underlying the Liquidation Analysis are a number of estimates and assumptions that, although developed and considered reasonable by the Debtors management and CM&D, are inherently subject to significant business, economic and competitive uncertainties and contingencies beyond the control the Debtors and their management. Accordingly, while the Liquidation Analysis is necessarily presented with numerical specificity, there can be no assurance that the values assumed would be realized if the Debtors were in fact liquidated, nor can there be any assurance that the Bankruptcy Court would accept this analysis or concur with such assumptions in making its determinations under Section 1129(a) of the Bankruptcy Code. Because the actual proceeds from the liquidation of the Debtors could be materially lower or higher than the amounts set forth below, no representation or warranty can be or is being made with respect to the actual proceeds that could be received in a Chapter 7 liquidation of the Debtors. The Liquidation Analysis was prepared solely for purposes of estimating proceeds available in a Chapter 7 liquidation of the estates and does not represent values that may be appropriate for any other purpose. Nothing contained in these valuations is intended or may constitute a concession or admission of the Debtors for any other purpose. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE VALUES REFLECTED IN THE LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS WERE, IN FACT, TO UNDERGO SUCH A LIQUIDATION, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE. The table in Exhibit F details the computation of the Debtors' liquidation value and the estimated distributions to Holders of impaired Claims in a Chapter 7 liquidation of the Debtors. The Liquidation Analysis was prepared by the Debtors' management with the assistance of CM&D, based upon the Debtors' North American unaudited balance sheet as of March 31, 2004 and on the assumption that the Debtors would cease operations on June 30, 2004. The Liquidation Analysis assumes that the actual March 31, 2004 balance sheet, on which the analysis is based, is a proxy for the June 30, 2004 balance sheet. The Liquidation Analysis also assumes that the liquidation of the Debtors would be shepherded by a Bankruptcy Court appointed trustee and would continue for six months (the "Liquidation Period"), during which time all of the Debtors' major assets would either be sold or conveyed to the respective lien holders and the cash proceeds, net of liquidation-related costs, would be distributed to creditors. Although some of the Debtors' assets might be liquidated during a shorter period of time, other assets may be more difficult to collect or sell, thus expanding the Liquidation Period. 152 During the Liquidation Period, the Debtors' receivables would be collected and other assets would be sold in a commercially reasonable manner. In the Liquidation Analysis, the liquidation values of certain assets were determined by general classes of assets by disposition. The Liquidation Analysis was performed on the Debtors' North American operations, including liquidation proceeds associated with the Debtors' foreign subsidiaries, and assumes that liquidation proceeds would be distributed in accordance with Bankruptcy Code sections 726 and 1129(b). THE LIQUIDATION ANALYSIS DOES NOT ASSUME PROCEEDS FROM RECOVERIES OF ANY POTENTIAL FRAUDULENT CONVEYANCES, PREFERENCE PAYMENTS, OR OTHER CAUSES OF ACTION, INCLUDING THOSE AGAINST WINGET OR WINGET ENTITIES. THE LIQUIDATION ANALYSIS DOES NOT ASSUME PROCEEDS FROM RECOVERIES RESULTING FROM BANK LIENS ON ASSETS HELD OUTSIDE OF THE DEBTORS AND ITS SUBSIDIARIES. ADDITIONALLY, THE LIQUIDATION ANALYSIS DOES NOT ASSUME PROCEEDS FROM LITIGATION WHICH MAY PROVIDE AWARDS IN FAVOR OF THE DEBTORS. THESE CLAIMS COULD HAVE SUBSTANTIAL VALUE. In summary, subject to all of the assumptions, conditions, and limitations set forth above, the Debtors believe that a Chapter 7 liquidation of the Debtors could result in a diminution in the value to be realized by the Holders of Claims and, as set forth in the table found in Exhibit F, the Debtors' management estimates that in a liquidation, the Holders of Old Senior Notes Claims, Old Subordinated Notes Claims, and General Unsecured Claims would not receive distributions on such claims. Moreover, if this estimation proves accurate, Equity Interests would not be entitled to a distribution in the event of a Chapter 7 liquidation of the Debtors. XII. SOLICITATION OF THE PLAN A. PARTIES IN INTEREST ENTITLED TO VOTE Under Section 1124 of the Bankruptcy Code, a class of claims or interests is deemed to be "impaired" under a plan unless (i) the plan leaves unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the holder thereof or (ii) notwithstanding any contractual provision or applicable law that entitles the holder of such claim or interest to demand or receive accelerated payment of such claim or interest, the plan cures all existing defaults (other than defaults resulting from the occurrence of the bankruptcy); reinstates the maturity of such claim or interest as it existed before the default; compensates the holder of such claim or interest for any damages incurred as a result of any reasonable reliance by such holder on such contractual provision or such applicable law; and does not otherwise alter the legal, equitable, or contractual rights to which such claim or interest entitles the holder of such claim or interest. In general, a holder of a claim or interest may vote to accept or to reject a plan if (i) the claim or interest is "allowed," which means generally that no party in interest has objected to such claim or interest, and (ii) the claim or interest is impaired by the plan. If, however, the holder of an impaired claim or interest will not receive or retain any distribution under the plan on account of such claim or interest, the Bankruptcy Code deems such holder to have rejected the plan, and, accordingly, holders of such claims and 153 interests do not actually vote on the plan. If a claim or interest is not impaired by the plan, the Bankruptcy Code deems the holder of such claim or interest to have accepted the plan and, accordingly, holders of such claims and interests are not entitled to vote on the plan. By signing and returning the ballot, each Holder of a Class 2, 3, 5, 6 or 7 Claim will also be confirming that (i) such Holder and/or legal and financial advisors acting on its behalf has had the opportunity to ask questions of and receive answers from the Debtors concerning the terms of the Plan, the businesses of the Debtors and other related matters, (ii) the Debtors have made available to such Holder or its agents all documents and information relating to the Plan and related matters reasonably requested by or on behalf of such Holder and (iii) except for information provided by the Debtors in writing, and by its own agents, such Holder has not relied on any statements made or other information received from any person with respect to the Plan. By signing and returning the ballot each Holder of a Class 2, 3, 5, 6 or 7 Claim also acknowledges that the securities being offered pursuant to the Plan are not being offered pursuant to a registration statement filed with the SEC and represents that any such securities will be acquired for its own account and not with a view to any distribution of such securities in violation of the Securities Act. It is expected that when issued pursuant to the Plan such securities will be exempt from the registration requirements of the Securities Act by virtue of Section 1145 of the Bankruptcy Code and may be resold by the holders thereof subject to the provisions of such Section 1145. Each Holder of a Claim in Class 6 and Class 7 shall be entitled to vote on the treatment provided for Class 5 Claims and shall receive such treatment unless a Triggering Event shall have occurred. B. CLASSES IMPAIRED UNDER THE PLAN Pursuant to Section 1126 of the Bankruptcy Code, Classes 2, 3, 5, 6 and 7 are entitled to vote to accept or reject the Plan. Further, pursuant to Section 1126 of the Bankruptcy Code, each Unimpaired Class of Claims (Classes 1 and 4) is deemed to have accepted the Plan and, therefore, is not entitled to vote to accept or reject the Plan. In addition, because Holders of Class 8 Claims will not receive or retain any property under the Plan on account of their interests, Class 8 is deemed to have rejected the Plan and is not entitled to vote. C. WAIVERS OF DEFECTS, IRREGULARITIES, ETC. Unless otherwise directed by the Bankruptcy Court, all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of ballots will be determined by the Balloting Agent and the Debtors in their sole discretion, which determination will be final and binding. As indicated below under "Withdrawal of Ballots; Revocation," effective withdrawals of ballots must be delivered to the Balloting Agent prior to the Voting Deadline. The Debtors reserve the absolute right to contest the validity of any such withdrawal. The Debtors also reserve the right to reject any and all ballots not in proper form, the acceptance of which would, in the opinion of the Debtors 154 or their counsel, be unlawful. The Debtors further reserve the right to waive any defects or irregularities or conditions of delivery as to any particular ballot. The interpretation (including the ballot and the respective instructions thereto) by the Debtors, unless otherwise directed by the Bankruptcy Court, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with deliveries of ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determine. Neither the Debtors nor any other person will be under any duty to provide notification of defects or irregularities with respect to deliveries of ballots nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Bankruptcy Court, delivery of such ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not theretofore been cured or waived) will be invalidated. D. WITHDRAWAL OF BALLOTS; REVOCATION Any party who has delivered a valid ballot for the acceptance or rejection of the Plan may withdraw such acceptance or rejection by delivering a written notice of withdrawal to the Balloting Agent at any time prior to the Voting Deadline. A notice of withdrawal, to be valid, must (i) contain the description of the Claim(s) to which it relates and the aggregate principal amount represented by such Claim(s), (ii) be signed by the withdrawing party in the same manner as the ballot being withdrawn, (iii) contain a certification that the withdrawing party owns the Claim(s) and possesses the right to withdraw the vote sought to be withdrawn and (iv) be received by the Balloting Agent in a timely manner at the address set forth below. The Debtors intend to consult with the Balloting Agent to determine whether any withdrawals of ballots were received and whether the requisite acceptances of the Plan have been received. As stated above, the Debtors expressly reserve the absolute right to contest the validity of any such withdrawals of ballots. Unless otherwise directed by the Bankruptcy Court, a purported notice of withdrawal of ballots which is not received in a timely manner by the Balloting Agent will not be effective to withdraw a previously cast ballot. Any party who has previously submitted to the Balloting Agent prior to the Voting Deadline a properly completed ballot may revoke such ballot and change his or its vote by submitting to the Balloting Agent prior to the Voting Deadline a subsequent properly completed ballot for acceptance or rejection of the Plan. In the case where more than one timely, properly completed ballot is received, only the ballot which bears the latest date of receipt by the Balloting Agent will he counted for purposes of determining whether the requisite acceptances have been received. E. FURTHER INFORMATION; ADDITIONAL COPIES 1. Holders of Impaired Claims Other Than Old Note Claims If you have any questions or require further information about the voting procedure or voting your Claim or about the packet of material you received, or if you wish to obtain an additional copy of the Plan, the Disclosure Statement, or any exhibits or appendices to 155 such documents (at your own expense, unless otherwise specifically required by Bankruptcy Rule 3017(d)), please contact the Balloting Agent at www.administar.net or by telephone at (904) 807-3010. 2. HOLDERS OF OLD NOTE CLAIMS If you have any questions or require further information about the voting procedure or voting your Claim or about the packet of material you received, or if you wish to obtain an additional copy of the Plan, the Disclosure Statement, or any exhibits or appendices to such documents (at your own expense, unless otherwise specifically required by Bankruptcy Rule 3017(d)), please contact the Balloting Agent at www.administar.net or by telephone at (904) 807-3010. XIII. CONCLUSION THE DEBTORS, THE CREDITORS' COMMITTEE AND THE STEERING COMMITTEE BELIEVE THAT THE PLAN REPRESENTS THE MOST VALUE TO THE DEBTORS' CREDITORS. THE DEBTORS, THE CREDITORS' COMMITTEE AND THE STEERING COMMITTEE URGE EACH CREDITOR TO VOTE IN FAVOR OF THE PLAN. (signatures start on next page) 156 Dated: May 25, 2004 VENTURE HOLDINGS COMPANY, LLC, a Michigan limited liability company By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VEMCO, INC., a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE INDUSTRIES CORPORATION, a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE MOLD & ENGINEERING CORPORATION, a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE LEASING COMPANY, a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO 157 VEMCO LEASING, INC., a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE HOLDINGS CORPORATION, a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE SERVICE COMPANY, a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO EXPERIENCE MANAGEMENT LLC, a Michigan limited liability company By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE EUROPE, INC. a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO VENTURE EU CORPORATION a Michigan corporation By: /s/ Kenneth E. Anderson ------------------------------------------ Its: CFO 158 Respectfully submitted, FOLEY & LARDNER LLP /s/ John A. Simon ------------------------------------- Judy A. O'Neill (P32142) Laura J. Eisele (P42949) Nicole Y. Lamb-Hale (P46202) John A. Simon (P61866) 150 W. Jefferson Ave., Suite 1000 Detroit, Michigan 48226 ATTORNEYS FOR THE DEBTORS 159 EXHIBIT A JOINT PLAN OF REORGANIZATION A-1 UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: ) ) Case No. 03-48939 VENTURE HOLDINGS COMPANY LLC, et al.(1), ) Jointly Administered ) Honorable Thomas Tucker Debtors. ) ) ) DEBTORS' JOINT PLAN OF REORGANIZATION Foley & Lardner Judy A. O'Neill (P32142) Laura J. Eisele (P42949) 150 West Jefferson, Suite 1000 Detroit, Michigan 48226 Dated: September 24, 2003 Counsel for Debtors and Debtors-in-Possession ---------- (1) The Debtors include the following entities: Venture Holdings Company LLC, Vemco, Inc., Venture Industries Corporation, Venture Mold & Engineering Corporation, Venture Leasing Company, Vemco Leasing, Inc., Venture Holdings Corporation, Venture Service Company, Experience Management LLC, Venture Europe, Inc., and Venture EU Corporation. INTRODUCTION TO PLAN The above-captioned debtors and debtors-in-possession, Venture Holdings Company LLC ("Venture"), Vemco, Inc., Venture Industries Corporation, Venture Mold & Engineering Corporation, Venture Leasing Company, Vemco Leasing, Inc., Venture Holdings Corporation, Venture Service Company, Experience Management LLC, Venture Europe, Inc., and Venture EU Corporation (each, including Venture, a "Debtor" and collectively, the "Debtors"), jointly propose the following plan of reorganization (the "Plan") pursuant to Chapter 11 of the Bankruptcy Code. Under Section 1125(b) of the Bankruptcy Code, a vote to accept or reject this Plan cannot be solicited from a Holder of a Claim or Interest until such time as the Disclosure Statement has been approved by the Bankruptcy Court and distributed to Holders of Claims or Interests. ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE PLAN AND DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. ARTICLE 1 DEFINITIONS The following terms used in the Plan shall have the meanings specified below, and such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context otherwise requires. Any term used in the Plan, whether or not capitalized, that is not defined in the Plan, but that is defined in the Bankruptcy Code or Bankruptcy Rules, shall have the meaning set forth in the Bankruptcy Code or the Bankruptcy Rules. 1.01 ADMINISTRATIVE CLAIMS. The collective reference to all Claims for post-petition costs and expenses of administration of these Cases with priority under Section 507(a)(1), 507(b), 503(b) or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of Debtors, (b) any indebtedness or obligations entitled to such priority under the Bankruptcy Code, including Professional Fees, in each case to the extent allowed by a Final Order of the Bankruptcy Court under Sections 330(a) or 331 of the Bankruptcy Code and (c) all fees and charges assessed against the Estates under Section 1930, Chapter 123 of Title 28, United States Code. 1.02 ADMINISTRATIVE CLAIM BAR DATE. The date by which all applications for treatment of a Claim as an Allowed Administrative Claim must be filed with the Bankruptcy Court and which date shall be the 90th day after the Effective Date for Professional Fees and the 45th day after the Confirmation Date for all other Administrative Claims. 1.03 AFFILIATE. This term shall have the meaning assigned to it in Section 101(2) of the Bankruptcy Code; provided that for purposes of the Plan, none of the Venture B Group shall be considered to be Affiliates of the Debtors until a Recovery. 1.04 ALLOWANCE DATE. The date a Claim becomes an Allowed Claim. 1.05 ALLOWED. With respect to any Claim against a Debtor to the extent that (i) such Claim has not been withdrawn, paid in full, or otherwise deemed satisfied in full, (ii) proof of such Claim was filed on or before the Claims Filing Bar Date or the Administrative Claim Bar Date (or, if not filed by such date, proof of such Claim was filed with leave of the Bankruptcy Court, after notice and a hearing and entry of a Final Order) or was deemed timely filed or, if no proof of claim is so filed, which Claim, as of the Confirmation Date, is listed by the Debtors in their Schedules as liquidated in amount, not disputed, and not contingent, and (iii) no objection to the allowance of such Claim or action to subordinate, avoid, reclassify, classify, exchange, estimate, disallow or otherwise limit recovery with respect thereto has been filed or interposed on or before the Claims Objection Bar Date or such an objection or action having been so interposed, to the extent that such Claim is allowed by a Final Order; provided, however, that notwithstanding anything to the contrary contained herein, any Claim specifically deemed allowed or disallowed in the Plan shall be, or not be (as the case may be), an Allowed Claim to the extent so specifically provided in the Plan. Unless otherwise ordered by the Bankruptcy Court prior to Confirmation, or as specifically provided to the contrary in the Plan with respect to any particular Claim, an "Allowed Claim" shall not include, except as to any Allowed Secured Claim (i) any interest on such Claim to the extent accruing or maturing on or after the Petition Date, (ii) punitive or exemplary damages, or (iii) any fine, penalty, or forfeiture. 1.06 ALLOWED ADMINISTRATIVE CLAIM. Any Administrative Claim that is an Allowed Claim; provided, however, that, unless an extension of time is granted in writing by the appropriate Debtor, a Holder of any Administrative Claim arising prior to the Confirmation Date -- other than for goods or services provided to the Debtors during the Cases in the ordinary course of business -- must file a request for payment on or before the Administrative Claim Bar Date in order to have such Administrative Claim eligible to be considered an Allowed Administrative Claim. 1.07 ALLOWED CLASS CLAIM. Any Allowed Claim in the particular Class described. 1.08 ALLOWED PRIORITY CLAIM. Any Priority Claim that is an Allowed Claim. 1.09 ALLOWED REJECTION CLAIM. Any Rejection Claim that is an Allowed Claim. 1.10 ALLOWED SECURED CLAIM. Any Secured Claim that is an Allowed Claim. 1.11 ALLOWED TAX CLAIM. Any Tax Claim that is an Allowed Claim. 1.12 AMENDED OPERATING AGREEMENT. The operating agreement of Venture as amended effective as of the Effective Date in the form of Exhibit A. 1.13 ASSETS. All of the right, title, and interest of the Debtors in and to any and all assets and property, whether tangible, intangible, real, or personal, that constitute property of the Debtors' Estates within the purview of Section 541 of the Bankruptcy Code, including without limitation, any and all claims, Causes of Action, or rights of the Debtors under federal or state law. 1.14 AVOIDANCE ACTIONS. All Causes of Action the Debtors may assert under Sections 502, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the Bankruptcy Code, or under 2 related state or federal statutes and common law, including fraudulent transfer laws, whether or not Causes of Action are commenced to prosecute such Avoidance Actions, but excluding any and all Causes of Action released under the Plan. A list of Avoidance Actions is attached as Exhibit B hereto. 1.15 BANK ADEQUATE PROTECTION CLAIM. Any priority or replacement lien claims granted to the Pre-Petition Lenders pursuant to the terms of the Cash Collateral Order. 1.16 BANK CLAIMS. All Claims against the Debtors arising under or relating to the Existing Bank Facility except for the Bank Pre-Petition Priority Claims. 1.17 BANK JUNIOR NOTES. Junior secured notes in the aggregate principal amount of $50.0 million to be issued on the Effective Date to the Pre-Petition Lenders in accordance with the Restructured Credit Agreement. The obligations evidenced by the Bank Junior Notes will be subordinate in right of payment to the Exit Financing Facility, and the liens securing payment of the Bank Junior Notes will be subordinate in priority to the liens securing payment of both the Exit Facility and the Bank Senior Notes. 1.18 BANK PRE-PETITION PRIORITY CLAIMS. Those Bank Claims, in the approximate amount of $6 million, that are entitled, pursuant to the terms of the Existing Bank Facility, to priority in right of payment of collateral proceeds relative to all other Bank Claims. 1.19 BANK SECURED CLAIMS. The Allowed Secured Claims of the Pre-Petition Lenders. 1.20 BANK SENIOR NOTES. Senior secured notes in an aggregate principal amount equal to the total principal amount of the Bank Claims on the Effective Date, minus $225 million. The Debtors estimate that the principal amount of the Bank Senior Notes will be approximately $195 million. The Bank Senior Notes shall be issued on the Effective Date to the Pre-Petition Lenders in accordance with the Restructured Credit Agreement. The obligations evidenced by the Bank Senior Notes will be subordinate in right of payment to the Exit Financing Facility and the liens securing payment of the Bank Senior Notes will be subordinate in priority to the liens securing payment of the Exit Financing Facility. 1.21 BANKRUPTCY CODE. The Bankruptcy Reform Act of 1978, Title 11, United States Code, as amended from time to time, and made applicable to these Cases. 1.22 BANKRUPTCY COURT. The United States Bankruptcy Court for the Eastern District of Michigan, Southern Division, or any other court of competent jurisdiction exercising jurisdiction over these Cases. 1.23 BANKRUPTCY RULES. The Federal Rules of Bankruptcy Procedure, promulgated under Section 2075, Title 28, United States Code, as amended from time to time, and made applicable to these Cases and the local rules of the Bankruptcy Court as amended from time to time and made applicable to these Cases. 1.24 BOARD. The board of managers, board of directors or similar governing body of any Person, as the case may be. 3 1.25 BUSINESS DAY. A day other than a Saturday, Sunday, "legal holiday" (as such term is defined in Bankruptcy Rule 9006(a)), or any other day on which commercial banks in Detroit, Michigan are authorized or required by law to close. 1.26 CASE OR CASES. Each of the Cases under Chapter 11 of the Bankruptcy Code commenced by the Debtors on the Petition Date in the Bankruptcy Court, styled and jointly administered under the case caption In re Venture Holdings Company, LLC., et al. and bearing case number 03-48939. 1.27 CASH COLLATERAL ORDER. The final cash collateral order, entered by the Bankruptcy Court on April 4, 2003, as amended from time to time. 1.28 CAUSES OF ACTION. Any and all actions, proceedings, causes of action, suits, accounts, controversies, promises to pay, rights to legal remedies, rights to equitable remedies, rights to payment and claims, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether asserted or assertable directly or derivatively, in law, equity or otherwise by any of the Debtors against any Person which exists on or before the Effective Date, including, without limitation, the Avoidance Actions, the Winget Actions and the Extinguished Actions. Causes of Action shall include all claims and causes of action described in the Disclosure Statement and Schedules and Exhibits B and C to the Plan. 1.29 CERTIFICATE OF FORMATION. The certificate of formation of Venture Delaware. 1.30 CLAIM. Any right to payment from a Debtor arising, or with respect to which the obligation giving rise to such right has been incurred, before the Effective Date, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or any right arising, or with respect to which the obligation giving rise to such right has been incurred, before the Effective Date, to an equitable remedy for breach of performance if such breach gives rise to a right to payment from a Debtor, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. 1.31 CLAIMS FILING BAR DATE. October 15, 2003 or as otherwise provided in the Order Establishing Bar Dates for Filing Proofs of Claim and Proofs of Interest and Approving Form and Manner of Notice Thereof filed with the Bankruptcy Court on August 29, 2003, or, in the case of Claims allowable as a result of a judgment or order, the time set by Bankruptcy Rule 3002(4). 1.32 CLAIMS OBJECTION DEADLINE. The date which is 180 days after the Effective Date, as the same may be from time to time extended by the Bankruptcy Court. 1.33 CLASS. A category, designated herein, of Claims or Interests that are substantially similar to the other Claims or Interests in such category as specified in Article 2 of the Plan. 1.34 COMMON MEMBERSHIP INTERESTS. The common equity interests in Venture Delaware. 4 1.35 CONFIRMATION. The entry of the Confirmation Order by the Bankruptcy Court on the docket of the Bankruptcy Court. 1.36 CONFIRMATION DATE. The date upon which the Confirmation Order is entered on the docket of the Bankruptcy Court. 1.37 CONFIRMATION HEARING DATE. The date or dates of the hearing on confirmation of the Plan, as may be continued from time to time. 1.38 CONFIRMATION ORDER. The order of the Bankruptcy Court confirming the Plan, in form and substance reasonably acceptable to the Debtors, Winget and the Steering Committee, and in the form agreed to pursuant to the Contribution Agreement and attached thereto. 1.39 CONTRIBUTION AGREEMENT. The Contribution Agreement in the form attached hereto as Exhibit D, pursuant to which (and subject to the terms and conditions thereof) Winget has committed, inter alia, to contribute on the Effective Date the equity interests or certain assets of the Transferred Winget Entities to Venture Delaware in exchange for 100% of the Common Membership Interests of Venture Delaware pursuant to the terms of the Contribution Agreement and the Plan. 1.40 CONVERSION DATE. The date that is the earlier of (i) the second annual anniversary of the Effective Date; or (ii) the date during the Option A Period upon which Winget exercises Option A. 1.41 CREDITOR. A Person defined as a "creditor" in Section 101(10) of the Bankruptcy Code. 1.42 CREDITORS' COMMITTEE. The official committee of unsecured creditors appointed in the Case pursuant to Section 1102(a) of the Bankruptcy Code. 1.43 CREDITORS' TRUST. The trust that is created pursuant to this Plan to be administered by the Trustee with the advice and/or direction of the Oversight Committee, all as more specifically set forth in this Plan and the Trust Agreement. 1.44 CREDITORS' WARRANT. The warrant to be issued to the Creditor's Trust in substantially the form of the attached Exhibit K, as described in Section 5.05 of the Plan. 1.45 DEBTOR(S). Any or a collective reference to all of Venture Holdings Company LLC, Vemco, Inc., Venture Industries Corporation, Venture Mold & Engineering Corporation, Venture Leasing Company, Vemco Leasing, Inc., Venture Holdings Corporation, Venture Service Company, Experience Management LLC, Venture Europe, Inc., and Venture EU Corporation. 1.46 DIP FACILITY. All obligations under the Post-Petition Credit Agreement among Venture, as borrower, the Post-Petition Agent and the lenders party thereto as amended, and all documents ancillary thereto, including, without limitation, the guaranties of the other Debtors and Deluxe Pattern Company executed in connection therewith. 5 1.47 DIP ORDER. The Final Order Authorizing Debtors in Possession to Enter Into Post-Petition Financing Agreement and Obtain Post-Petition Financing Pursuant to Sections 363 and 364 of the Bankruptcy Code and Providing Adequate Protection and Granting Liens, Security Interests and Superpriority Claims and Authorizing Debtors to Enter Into Access and Accommodation Agreements entered by the Bankruptcy Court on March 31, 2003, as amended from time to time. 1.48 DISBURSING AGENT. The Reorganized Debtors or any Person designated by the Reorganized Debtors to serve as a disbursing agent under Article 8 of the Plan. 1.49 DISCLOSURE STATEMENT. The Disclosure Statement that relates to and accompanies the Plan, as it may be supplemented, amended or modified from time to time, and that is prepared and distributed in accordance with Section 1125 of the Bankruptcy Code, and in form and substance acceptable to Debtors, the Steering Committee and Winget. 1.50 DISPUTED CLAIM. A Claim as to which a Proof of Claim has been filed, or deemed filed under applicable law, as to which an objection has been or may be timely filed and which objection, if timely filed, has not been withdrawn or has not been overruled, denied or resolved by a Final Order. Prior to the Confirmation Hearing Date, for the purposes of the Plan, unless such Claim is temporarily allowed pursuant to Bankruptcy Rule 3018, a Claim shall be considered a Disputed Claim in its entirety if: (i) the amount of the Claim specified in the Proof of Claim exceeds the amount of any corresponding Claim scheduled by a Debtor in its Schedules; (ii) any corresponding Claim scheduled by a Debtor in its Schedules has been scheduled as disputed, contingent, or unliquidated, irrespective of the amount scheduled; or (iii) no corresponding Claim has been scheduled by a Debtor in its Schedules. 1.51 DISTRIBUTIONS. The distributions to be made in accordance with the Plan of, as the case may be: (a) cash, (b) Bank Junior Notes, (c) Bank Senior Notes, (d) Common Membership Interests, (e) Preferred Membership Interests, (f) the Creditors' Warrant, (g) other interests in the Creditors' Trust and (h) any other distributions to Holders of Claims under the terms and provisions of the Plan. 1.52 EFFECTIVE DATE. The first Business Day: (a) on which no stay of the Confirmation Order is in effect; and (b) on which all conditions in Article 10 of the Plan have been satisfied or have been waived in accordance with the Plan. 1.53 EMPLOYMENT AGREEMENTS. The Employment Agreements between Venture Delaware and the CEO, CFO and other officers to be employed by Venture Delaware after the Effective Date. 1.54 EQUITY INTERESTS. The interests of any Holder of common or preferred equity securities of or membership interests in Venture, and all options, warrants, put rights, contractual or otherwise, to acquire any such equity securities or membership interests, as such interests exist immediately prior to the Effective Date. 1.55 ESTATE. The estate of a Debtor in this Case, created pursuant to Section 541 of the Bankruptcy Code. 6 1.56 EXCHANGE ACT. The Securities Exchange Act of 1934, as now in effect or hereafter amended. 1.57 EXECUTORY CONTRACT. Any executory contract or unexpired lease, subject to Section 365 of the Bankruptcy Code, between a Debtor and any other Person or Persons, specifically excluding contracts and agreements entered into pursuant to the Plan. 1.58 EXHIBIT FILING DATE. The date on which Exhibits to the Plan shall be filed with the Bankruptcy Court, which date shall be at least ten (10) days prior to the Voting Deadline or such later date as may be approved by the Bankruptcy Court. 1.59 EXISTING BANK FACILITY. The obligations under the Credit Agreement among Venture, as Borrower, the Pre-Petition Lenders and Bank One, N.A., as Administrative Agent (as amended, supplemented and modified to the date of the Plan), dated as of May 27, 1999, as amended prior to the date hereof, and all documents executed ancillary thereto. 1.60 EXIT FINANCING FACILITY. The exit financing facility obtained by the Reorganized Debtors and pursuant to the provisions of the Plan, which shall be senior in lien and payment priority to the Bank Senior Notes and the Bank Junior Notes pursuant to the Subordination Agreement and which shall be a condition to the Effective Date. 1.61 EXIT LENDERS. The lenders under the Exit Financing Facility. 1.62 EXTINGUISHED ACTIONS. Any Causes of Action that the Debtors have against the Transferred Winget Entities. 1.63 FINAL ORDER. An order or judgment entered by the Bankruptcy Court that has not been reversed, stayed, modified, or amended and that has not been and may no longer be appealed from or otherwise reviewed or reconsidered, as a result of which such order or judgment shall have become final and non-appealable in accordance with Bankruptcy Rule 8002. 1.64 GENERAL UNSECURED CLAIMS. All Claims which are not Secured Claims, Priority Claims, Tax Claims or Administrative Claims and are not otherwise entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court. 1.65 GENERAL UNSECURED CREDITORS. Creditors holding General Unsecured Claims. 1.66 GERMAN INSOLVENCY PROCEEDINGS. Those insolvency proceedings pending in Germany of Venture Germany GmbH, Venture Verwaltungs GmbH, Venture Beteiligungs GmbH and Peguform GmbH & Co KG. 1.67 GUARANTY. A guaranty of payment and/or collection of the Existing Bank Facility executed by the Transferred Winget Entities, Winget or the Retained Entities in favor of the Pre-Petition Agent for the benefit of the Pre-Petition Lenders. 1.68 HOLDER. A holder of a Claim or Interest. 7 1.69 IMPAIRED. With respect to any Claim or Interest, that such Claim or Interest is impaired within the meaning of Section 1124 of the Bankruptcy Code. 1.70 INDENTURE TRUSTEE. The Huntington National Bank, the entity currently serving as indenture trustee under the Old Senior Notes Indentures and the Old Subordinated Notes Indenture, or any successor trustee appointed thereunder from time to time. 1.71 INDEPENDENT DIRECTOR. A director who meets the qualifications for being "Independent' as defined by the rules of the NASDAQ National Market. 1.72 INTERCOMPANY CLAIMS. Claims of a Debtor against another Debtor. 1.73 INTEREST. An ownership interest in Venture as evidenced by an equity security (as such term is defined in Section 101(16) of the Bankruptcy Code) of Venture, any rights to any dividends or distributions as a result of such ownership, and any option, warrant, or right to acquire any such ownership interest. 1.74 LIEN. A charge against or interest in property to secure payment of a debt or performance of an obligation. 1.75 MICHIGAN WORKER'S COMPENSATION PROGRAM. The self-insured worker's compensation programs maintained in Michigan by Debtors that are approved by the state of Michigan, Department of Consumer and Industry Services pursuant to the Michigan Workers' Disability Compensation Act, MCL 418.101, et seq. 1.76 NEW LEASES. New long-term leases for the Harper facility, the Masonic building and the equipment located therein, with the Debtors, on fair market value terms and in the form attached to the Contribution Agreement. 1.77 NOMINEE. For any Holder of a Claim or Interest, the designated representative of any such Holder. 1.78 NOTE CLAIMS. The Old Senior Notes Claims and the Old Subordinated Notes Claims. 1.79 OLD NOTES. The Old Senior Notes and Old Subordinated Notes, collectively. 1.80 OLD SENIOR NOTES. Collectively, the 9-1/2% Senior Notes due 2005, and the 11% Senior Notes due 2007, as amended. 1.81 OLD SENIOR NOTES CLAIMS. All Claims against the Debtors on account of, or relating to, the Old Senior Notes or arising under the Old Senior Notes Indenture, including any Claim arising from any guaranty of such Old Senior Notes. 1.82 OLD SENIOR NOTES INDENTURES. The Indenture dated as of July 1, 1997, as amended, among Venture Holdings Trust, Vemco, Inc., Vemco Leasing, Inc., Venture Industries Corporation, Venture Holdings Corporation, Venture Leasing Company, Venture Mold & Engineering Corporation and Venture Service Company, as Issuers, and The Huntington 8 National Bank, as Trustee, pursuant to which the 9-1/2% Senior Notes due 2005 were issued, and the Indenture dated as of May 27, 1999, between Venture Holdings Trust, as Issuer, and The Huntington National Bank, as Trustee, pursuant to which the 11% Senior Notes due 2007 were issued, collectively. 1.83 OLD SUBORDINATED NOTES. The 12% Senior Subordinated Notes due 2009, as amended. 1.84 OLD SUBORDINATED NOTES CLAIMS. All Claims against the Debtors on account of, or relating to, the Old Subordinated Notes or arising under the Old Subordinated Notes Indenture, including any Claim arising from any guaranty of such Old Subordinated Notes. 1.85 OLD SUBORDINATED NOTES INDENTURE. The indenture dated as of May 27, 1999, as amended, between Venture Holdings Trust, as Issuer, and The Huntington National Bank, as Trustee, pursuant to which the 12% Senior Subordinated Notes due 2009 were issued. 1.86 OPERATING AGREEMENT. The limited liability agreement of Venture Delaware which (i) shall set forth the rights and preferences of the Common Membership Interests and the Preferred Membership Interests; and (ii) is in the form attached as Exhibit N to the Contribution Agreement. 1.87 OPTION A. An option of Winget during the Option A Period to cause Venture Delaware to redeem 100% of the Preferred Membership Interests for the Option A Exercise Price, as more specifically set forth in the Operating Agreement. 1.88 OPTION A EXERCISE PRICE. The cash exercise price equal to the par amount of the Preferred Membership Interests plus all accrued and unpaid dividends at the time that Option A is exercised. 1.89 OPTION A PERIOD. A period of two years after the Effective Date. 1.90 OTHER SECURED CLAIMS. Any Secured Claim other than the Bank Group Secured Claims. 1.91 OVERSIGHT COMMITTEE. A three member committee comprised of representatives selected in accordance with the Trust Agreement, that will supervise the prosecution, valuation and distribution of Trust Assets. 1.92 PERSON. An individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a joint venture, an estate, a trust, an unincorporated organization, a government or any political subdivision thereof, or any other entity. 1.93 PETITION DATE. March 28, 2003. 1.94 PLAN. This Joint Plan of Reorganization and all supplements and exhibits hereto, as the same may be amended or modified by the Debtors from time to time pursuant to and in accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules and the Contribution Agreement. 9 1.95 POST-PETITION AGENT. Bank One, N.A. as the Administrative Agent under the DIP Facility. 1.96 PRE-PETITION AGENT. Bank One, N.A. as the Administrative Agent under the Existing Bank Facility. 1.97 PRE-PETITION LENDERS. The financial institutions party to the Existing Bank Facility as lenders, including the Pre-Petition Agent, and their respective successors and assigns. 1.98 PREFERRED MEMBERSHIP INTERESTS. $175.0 million of preferred membership interests of Venture Delaware having the rights and preferences set forth in the Operating Agreement, including certain voting rights and the right to appoint directors to the Board. 1.99 PRIORITY CLAIMS. All Claims that are entitled to priority pursuant to Section 507(a) of the Bankruptcy Code and that are not Administrative Claims or Tax Claims. 1.100 PROFESSIONAL[S]. Any professional(s) employed in this Case pursuant to Section 327 or Section 1103 of the Bankruptcy Code or otherwise, and any professional(s) seeking compensation or reimbursement of expenses in connection with this Case pursuant to Sections 330, 331, and/or 503(b)(4) of the Bankruptcy Code. 1.101 PROFESSIONAL FEES. All fees due and owing to any Professional for compensation or reimbursement of costs and expenses relating to services incurred after the Petition Date and prior to and including the Effective Date, other than the Professionals for the Pre-Petition Lenders who are paid pursuant to the DIP Facility and the Existing Bank Facility. 1.102 PROOF OF CLAIM. Any written statement filed under oath in this Case by a Creditor, in conformance with the Bankruptcy Code and Bankruptcy Rules in which such Creditor sets forth the amount owed and sufficient detail to identify the basis for a Claim. 1.103 PRO RATA. Proportionately, so that a Pro Rata distribution with respect to an Allowed Claim of a particular Class bears the same ratio to all distributions on account of a particular Class or Classes, as the dollar amount of such Allowed Claim bears to the dollar amount of all Allowed Claims in such Class or Classes. 1.104 RECORD DATE. The deadline set by the Bankruptcy Court for determining the Holders of Claims and Interests entitled to vote on the Plan which shall be, in any case, not later than the date of entry of an order approving the Disclosure Statement. 1.105 RECOVERY OR RECOVERED. With respect to any Venture B Group entity, the return of control of such company to such entity's direct or indirect U.S. parent upon the conclusion of the German Insolvency Proceedings related to such entity (which conclusion may occur prior to the termination thereof in accordance with applicable law). 1.106 REGISTRATION RIGHTS AGREEMENT. A registration rights agreement pursuant to which the Holders of the Preferred Membership Interests would be entitled to certain registration rights. 10 1.107 REJECTION CLAIMS. All Claims arising as a result of a Debtor's rejection of executory contracts pursuant to Sections 365 and 1123 of the Bankruptcy Code, subject to the limitations provided in Section 502(b) of the Bankruptcy Code. To the extent a Rejection Claim is secured, it will be considered an Other Secured Claim for purposes of treatment in this Plan. 1.108 REORGANIZATION DOCUMENTS. The Restructured Credit Agreement, the Bank Senior Notes, the Bank Junior Notes, the Preferred Membership Interests, the Common Membership Interests, the Operating Agreement, the Amended Operating Agreement, the Certificate of Formation, the Contribution Agreement (and exhibits thereto), the Subordination Agreement, the New Leases, the Registration Rights Agreement, the Creditors' Warrant, the Trust Agreement, the Employment Agreements, the Exit Financing Facility and all other documents necessary to effectuate the Plan, which documents shall (a) be filed by the Debtors with the Bankruptcy Court not later than twenty (20) days before the commencement of the Confirmation Hearing, unless otherwise specified herein; and (b) be reasonably satisfactory to Winget, the Steering Committee and the Debtors. 1.109 REORGANIZED DEBTORS. The Debtors from and after the Effective Date determined after giving effect to the transactions contemplated by the Plan, including the transactions contemplated under the Contribution Agreement. 1.110 REORGANIZED VENTURE. The Reorganized Debtors and Venture Delaware taken as a whole (including all contributed assets and all indirect and direct subsidiaries of the Reorganized Debtors and Venture Delaware) after the Effective Date of the Plan. 1.111 RESTRUCTURED CREDIT AGREEMENT. The post-Confirmation credit agreement governing the notes issued to the Pre-Petition Lenders in Class 3 under the Plan. 1.112 RETAINED ACTIONS. Means (a) all claims, rights of action, suits and proceedings, whether in law or in equity, whether known or unknown, which any Debtor may hold against any Person, including, without limitation, any Causes of Action brought prior to the Petition Date, and actions against any Persons for failure to pay for products or services provided or rendered by the Debtors, (b) all claims, Causes of Action, suits and proceedings relating to strict enforcement of the Debtors' intellectual property rights, including patents, copyrights and trademarks, and (c) all claims or Causes of Action seeking the recovery of the Debtors' accounts receivable or other receivables or rights to payment created or arising in the ordinary course of the Debtors' business. 1.113 RETAINED ENTITIES. Those entities listed on Exhibit D to the Contribution Agreement. 1.114 SCHEDULES. The schedules of assets and liabilities and the statements of financial affairs filed in the Bankruptcy Court by the Debtors, if any, as such schedules or statements may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009 or orders of the Bankruptcy Court. 1.115 SECURED CLAIMS. All Claims that are secured by a valid, perfected, enforceable, and non-avoidable Lien on any of the assets of a Debtor or that are subject to setoff under Section 553 of the Bankruptcy Code, to the extent of the value of the interest of each Holder of 11 such Claim in such Debtor's interest in the liened Assets or to the extent of the amount of the setoff, as applicable; provided, however, that if the Holder of a Secured Claim elects application of Section 1111(b)(2) of the Bankruptcy Code, then such Holder's Claim shall be a Secured Claim to the extent such Claim is Allowed. 1.116 SENIOR MANAGEMENT. The Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the General Counsel of Venture Delaware. 1.117 SPECIAL COMMITTEE. A special committee of the Board of Venture Delaware consisting solely of the CEO and the designees of the Holders of the Preferred Membership Interests, which committee shall have the sole and exclusive power and authority to evaluate and approve or reject any proposed related party transaction. 1.118 STEERING COMMITTEE. The Pre-Petition Agent, Barclays Bank PLC, Highland Capital Management, L.P., Marathon Asset Management, LLC, Apollo Management, LP and Black Diamond Capital Management L.L.C. 1.119 SUBORDINATION AGREEMENT. An intercreditor and subordination agreement between the Pre-Petition Lenders and the Exit Lenders, which may include, at a minimum, the terms set forth on Exhibit E. 1.120 TAX CLAIMS. All Claims that are entitled to priority under Section 507(a) (8) of the Bankruptcy Code. 1.121 TRANSFERRED WINGET ENTITIES. The entities and assets (a) listed in Exhibit E to the Contribution Agreement and (b) to be transferred pursuant to Section 9.3(h) of the Contribution Agreement. 1.122 TRUST AGREEMENT. That certain trust agreement which is to govern the Creditors' Trust, substantially in the form attached as Exhibit F to this Plan, pursuant to which, among other things, the Trust Assets shall be liquidated and distributed to the General Unsecured Creditors, in a manner consistent with the terms of this Plan. 1.123 TRUST ASSETS. The Winget Actions, other than the Extinguished Actions, the Creditors' Warrant and any equity interests issued pursuant to the exercise thereof and the Avoidance Actions. 1.124 TRUSTEE. The trustee of the Creditors' Trust as designated in the Trust Agreement. 1.125 UNIMPAIRED. Means, with respect to any Claim, that such Claim is not impaired within the meaning of Section 1124 of the Bankruptcy Code. 1.126 UNSECURED CONVENIENCE CLAIMS. Allowed Claims of General Unsecured Creditors which are either (a) in an amount less than $10,000; or (b) in an amount in excess of $10,000 which are reduced by an irrevocable written election of the Holder of such Claim made on a properly delivered ballot; provided, however, that (y) individual General Unsecured Claims of a single Holder that are Allowed in an amount of $10,000 or less will not be treated as 12 separate Unsecured Convenience Claims if the aggregate of all General Unsecured Claims held by such Holder exceeds $10,000 and no such election is made, and (z) any General Unsecured Claim that was originally Allowed in excess of $10,000 may not be subdivided into multiple General Unsecured Claims of $10,000 or less for purposes of receiving treatment as an Unsecured Convenience Claim. 1.127 VALUATION DETERMINATION DATE. The date on which the Bankruptcy Court values the elements of the Creditors' Warrant. 1.128 VALUE OF DEBTORs. The fair market value of the Debtors, including the Debtors' interests in their direct and indirect subsidiaries as of the Effective Date, determined in accordance with the Warrant Valuation Procedures, exclusive of the Value of the Venture B Assets. 1.129 VALUE OF EXTINGUISHED ACTIONS. The value (after giving consideration to all defenses, counterclaims, offsets or similar rights and litigation costs) of each Extinguished Action on an entity by entity basis as of the Effective Date, determined either (i) by a Bankruptcy Rule 9019 settlement between the Debtors and the Transferred Winget Entities approved prior to the Valuation Determination Date, or (ii) by the Bankruptcy Court in accordance with the Warrant Valuation Procedures. For purposes of determining the Value of the Extinguished Actions, defenses shall include the consideration, to the extent relevant, of, among other things (a) Liens of the Pre-Petition Lenders on the assets subject to the Extinguished Actions, (b) any subrogation rights of the Transferred Winget Entities or Winget subject to defenses, if any, and (c) the amount of any Claims which would have priority over Class 5 Claims (to the extent that such priority claims do not reduce the positive balance, if any of the sum specified in (a)(i) above). 1.130 VALUE OF REORGANIZED VENTURE. The fair market value of the common equity in Reorganized Venture, determined in accordance with the Warrant Valuation Procedures (and taking into account, for purposes of such valuation, the Reorganized Venture's interests in the Venture B Assets). 1.131 VALUE OF VENTURE B ASSETS. The fair market value of the Debtors' interests in the Venture B Assets as of the Effective Date determined either (i) by receipt by Venture of actual net after-tax proceeds of the sale of the Venture B Assets if the sale occurs prior to the Valuation Determination Date or (ii) in accordance with the Warrant Valuation Procedures. 1.132 VENDOR SUPPORT AGREEMENT. An agreement substantially in the form of Exhibit G to the Plan pursuant to which a General Unsecured Creditor agrees to provide post-Confirmation credit on terms set forth in such agreement, including, without limitation, customary pricing terms, no less than net-60 day payment terms and credit limits no less than those which were in place as of January 1, 2002, to one or more of the Reorganized Debtors, which agreement shall be executed and delivered to the Reorganized Debtors on or before the Effective Date. 1.133 VENDOR SUPPORT CLAIMS. Claims of the General Unsecured Creditors who execute and deliver a Vendor Support Agreement. 13 1.134 VENTURE. Venture Holdings Company LLC, a Michigan limited liability company and one of the Debtors hereunder. 1.135 VENTURE B ASSETS. The Peguform related assets in Germany, Spain, Mexico and Brazil that are owned by the Venture B Group. 1.136 VENTURE B GROUP. The entities listed on Exhibit H to the Plan. 1.137 VENTURE DELAWARE. Venture Companies, LLC, a new Delaware limited liability company, which will be formed on or before the Effective Date. 1.138 VOTING DEADLINE. The date established by the Bankruptcy Court as the last date by which Creditors are required to submit ballots in favor of or against the Plan, as such date may be extended from time to time. 1.139 WARRANT VALUATION PROCEDURES. The procedure by which the Bankruptcy Court will estimate the Value of the Creditors' Warrant as set forth in Section 5.05(b) of the Plan. 1.140 WINGET. Larry Winget. 1.141 WINGET ACTIONS. All Causes of Action (if any) that the Debtors have against Winget (personally), companies or entities controlled by Winget or Affiliates of Winget that are not Extinguished Actions. ARTICLE 2 CLASSIFICATION OF CLAIMS AND INTERESTS In accordance with Section 1123(a) (1) of the Bankruptcy Code, Administrative Claims, Tax Claims and DIP Facility Claims have not been classified. For the purposes of the Plan, Claims against, or Interests in, the Debtors are grouped as follows in accordance with Section 1122(a) of the Bankruptcy Code: 2.01 CLASS 1. PRIORITY CLAIMS. Class 1 consists of all Allowed Priority Claims. Class 1 is Unimpaired. 2.02 CLASS 2. BANK PRE-PETITION PRIORITY CLAIMS. Class 2 consists of all Allowed Bank Pre-Petition Priority Claims. Class 2 is Impaired. 2.03 CLASS 3. BANK CLAIMS. Class 3 consists of all Allowed Bank Claims, including all Bank Secured Claims and all Bank Adequate Protection Claims, held by the Holders of Bank Claims. Class 3 is Impaired. 2.04 CLASS 4. OTHER SECURED CLAIMS. Class 4 consists of all Other Secured Claims. Each Other Secured Claim shall constitute a separate sub-class (designated, for example, as Class 4.1) for purposes of voting and distribution. Class 4 is Unimpaired. 14 2.05 CLASS 5. GENERAL UNSECURED CLAIMS. Class 5 consists of all Allowed General Unsecured Claims, including the Note Claims, but excluding (i) Unsecured Convenience Claims and (ii) Vendor Support Claims. Class 5 is Impaired. 2.06 CLASS 6. VENDOR SUPPORT CLAIMS. Class 6 consists of all Holders of Allowed General Unsecured Claims who opt to become Holders of Vendor Support Claims. Class 6 is Impaired. 2.07 CLASS 7. UNSECURED CONVENIENCE CLAIMS. Class 7 consists of all Allowed Unsecured Convenience Claims. Class 7 is Impaired. 2.08 CLASS 8. EQUITY INTERESTS. Class 8 consists of all Allowed Equity Interests. Class 8 is Impaired. ARTICLE 3 TREATMENT OF UNCLASSIFIED CLAIMS 3.01 ADMINISTRATIVE CLAIMS. Each Holder of an Allowed Administrative Claim, except for Holders of DIP Facility Claims and Bank Adequate Protection Claims, shall receive, in full satisfaction of such Allowed Claim, cash equal to the amount of such Claim on the later of (i) the Effective Date and (ii) the date that is ten (10) days after the Allowance Date, unless such Holder shall have agreed to different treatment of such Allowed Claim; provided, however, that Allowed Administrative Claims representing obligations incurred in the ordinary course of business by a Debtor shall be paid or performed in accordance with the terms and conditions of the particular transactions and any agreements relating thereto. Nothing herein shall be deemed to accelerate a Debtor's obligation to make payment on account of any Administrative Claim that is not due and owing as of the Confirmation Date, is not Allowed, or is subject to ongoing objections in the Bankruptcy Court or other court of competent jurisdiction. 3.02 TAX CLAIMS. Each Holder of an Allowed Tax Claim shall receive in full satisfaction of such Allowed Tax Claim, at the election of the relevant Debtor, in its sole discretion, either (i) cash equal to the amount of such Claim on the later of (1) the Effective Date, and (2) the date that is 10 days after the Allowance Date, unless such Holder shall have agreed to different treatment of such Allowed Claim, (ii) in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code, cash payments in equal monthly installments commencing on the first Business Day of the month succeeding the month in which the Effective Date occurs and continuing on the first Business Day of each month thereafter, until the month which is six (6) years after the date of assessment of such Claim totaling the principal amount of such Claim plus interest on any outstanding balance from the Effective Date calculated at the interest rate equal to the Applicable Federal Rate as determined in accordance with Section 1274(d) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder, or (iii) such other treatment as to which the Holder of such Allowed Tax Claim shall have agreed in writing; provided, however, that any Claim or demand for payment of a penalty (other than a penalty of the type specified in Section 507(a)(8)(G) of the Bankruptcy Code) shall be disallowed pursuant to this Plan and the Holder of an Allowed Tax Claim shall not assess or attempt to collect such penalty from the Debtors, their Estates, the Trust, Reorganized Venture, or their property. 15 3.03 DIP FACILITY CLAIMS. On the Effective Date, in full satisfaction of the DIP Facility Claim, the DIP Facility Lenders shall receive (i) cash in an amount equal to the then outstanding amount of such DIP Facility Claim (including all accrued and all unpaid interest, fees and expenses) plus (ii) a comprehensive release of claims from the Debtors and in favor of each DIP Facility Lender. 3.04 U.S. TRUSTEE FEES. The United States Trustee's quarterly fees shall be paid in full without prior approval pursuant to 28 U.S.C. Section 1930 on or before the Effective Date. All fees payable pursuant to 28 U.S.C. Section 1930 will be paid by each of the Reorganized Debtors in accordance therewith until the closing of its respective Case pursuant to Section 350(a) of the Bankruptcy Code. ARTICLE 4 TREATMENT OF CLASSES THAT ARE UNIMPAIRED UNDER THE PLAN 4.01 CLASSES THAT ARE UNIMPAIRED. Classes 1 and 4 are Unimpaired. Therefore, pursuant to Section 1126(f) of the Bankruptcy Code, the Holders of Allowed Claims in such Classes are conclusively presumed to have accepted the Plan. Nothing herein shall be deemed to accelerate any Debtor's obligation to make payment on account of any Claim in a Class which is Unimpaired under the Plan or affect the timing of payment under applicable non-bankruptcy law. Additionally, the Debtors shall retain all rights to dispute or challenge any Claim asserted hereunder which shall constitute a Claim in a Class that is Unimpaired under the Plan. 4.02 CLASS 1 - PRIORITY CLAIMS. Unless the Holder of an Allowed Priority Claim and the Debtors agree to a different treatment, each Holder of an Allowed Priority Claim shall receive, in full satisfaction of such Allowed Claim, cash equal to the amount of such Allowed Claim on the latest of (i) the Effective Date, (ii) the date that is 10 days after the Allowance Date of such Claim, and (iii) the date when such Allowed Claim becomes due and payable according to its terms and conditions. 4.03 CLASS 4 - OTHER SECURED CLAIMS. Unless the Holder of an Allowed Other Secured Claim and the Debtors agrees to a different treatment, either (a) the legal, equitable, and contractual rights of Holders of Other Secured Claims shall be reinstated on the Effective Date, or (b) the Debtor shall (i) cure any pre-petition default (other than defaults of the kind specified in Section 365(b)(2) of the Bankruptcy Code), (ii) reinstate the maturity of such Other Secured Claim, (iii) compensate the Holder of an Allowed Other Secured Claim for any damage satisfying Section 1124(2)(c) of the Bankruptcy Code, and (iv) not otherwise alter the legal, equitable or contractual rights to which such Other Secured Claim entitles the Holder. The Debtors' failure to object to such Other Secured Claims in the Case shall be without prejudice to the Debtors' right to contest or otherwise defend against such Claims in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors) when and if such Claims are sought to be enforced by the Holder of the Other Secured Claim. All pre-Petition Date Liens on property of the Debtors held by or on behalf of the Holder of Other Secured Claims with respect to such Claims shall survive the Effective Date and continue in accordance with the contractual terms of the underlying agreements with such Holders until, as to each such Holder, the Allowed Claims of such Holder of an Other Secured Claim are paid in full. 16 ARTICLE 5 TREATMENT OF CLASSES THAT ARE IMPAIRED UNDER THE PLAN 5.01 IMPAIRED CLASSES. Classes 2, 3, 5, 6, 7, and 8 are Impaired. Holders of Allowed Claims in Classes 2, 3, 5, 6 and 7 are allowed to vote as a Class to accept or reject the Plan. Holders of Class 8 Equity Interests are deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. 5.02 ACCEPTANCE BY AN IMPAIRED CLASS. In accordance with Section 1126(c) of the Bankruptcy Code, and except as provided in Section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if the Plan is accepted by the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have timely and properly voted to accept or reject the Plan. 5.03 CLASS 2 - BANK PRE-PETITION PRIORITY CLAIMS. The Bank Pre-Petition Priority Claims, including all accrued and all unpaid interest, fees and expenses thereon, will be deemed to be Allowed Claims and, in full satisfaction of such Claims, will be paid in full in cash on the Effective Date. 5.04 CLASS 3 - BANK CLAIMS. The Bank Claims shall be Allowed in an amount equal to the sum of (i) the principal amount of the Bank Claims as of the Petition Date, plus all unpaid interest and fees accrued through the Petition Date, plus (ii) all interest and fees (if any) to which the Pre-Petition Lenders are entitled under Section 506(b) of the Bankruptcy Code. On the Effective Date, in full satisfaction of all of the obligations of the Debtors and the Transferred Winget Entities in respect of the Bank Claims (including all Bank Secured Claims and all Bank Adequate Protection Claims) and the Guaranties, the Disbursing Agent shall distribute to the Pre-Petition Agent (for the benefit of the Pre-Petition Lenders) and without further notice, application or hearing, (a) cash in an amount equal to all interest accrued on the Bank Claims through the Effective Date plus all unreimbursed fees and expenses incurred by the Pre-Petition Agent through the Effective Date (regardless of whether such interest and fees are allowed, or allowable, pursuant to Section 506(b) of the Bankruptcy Code), (b) cash in an amount equal to 0.5% of the face amount of the Preferred Membership Interests and the aggregate principal amount of the Bank Senior Notes and the Bank Junior Notes, (c) the Bank Senior Notes, (d) the Bank Junior Notes, and (e) the Preferred Membership Interests. In addition, on the Effective Date: (1) the Pre-Petition Lenders shall be released from any and all claims held by the Debtors, (2) letters of credit outstanding prior to the Petition Date shall be cancelled and/or assumed and deemed issued under the Exit Financing Facility, (3) all pre-petition liens on property of the Debtors held by or on behalf of the Pre-Petition Lenders shall survive the Effective Date and shall secure the obligations evidenced by the Bank Senior Notes and the Bank Junior Notes, but such liens shall be subordinate in priority to the liens granted to secure payment of the Exit Financing Facility and shall be subject to the Subordination Agreement, (4) all Guaranties executed by the Debtors (and their direct and indirect subsidiaries) in favor of the Pre-Petition Lenders shall be replaced by the Guaranties executed in connection with the Restructured Credit Agreement, and (5) the obligations evidenced by the Bank Senior Notes and the Bank Junior Notes shall further be secured by the liens more specifically described in the Restructured Credit Agreement. The Pre-Petition Lenders shall be entitled to retain all payments made to the Pre-Petition Lenders prior to the Effective Date. Guaranties executed by the Transferred Winget 17 Entities, together with the Liens and security interests granted by the Transferred Winget Entities to secure repayment of such Guaranty obligations, shall be replaced by the Liens, Guaranties and other rights granted to the Pre-Petition Lenders under the Restructured Credit Agreement and the ancillary documents executed in connection therewith. Guaranties executed by the Retained Entities and Winget in favor of the Pre-Petition Lenders, together with the Liens and security interests granted by the Retained Entities and Winget to secure repayment of such Guaranty obligations, shall be released and discharged upon the Effective Date. 5.05 CLASS 5 - GENERAL UNSECURED CLAIMS. Each Holder of an Allowed Class 5 Claim shall be entitled to receive, in full satisfaction of such Claim, its respective Pro Rata distribution of Trust Assets from the Creditors' Trust (subject to any contractual subordination provisions, including the subordination provisions referenced in Section 8.14 of the Plan). The Trust Assets includes the Creditors' Warrant, which will be valued as follows: (a) Each Allowed Claim in Class 5 shall be entitled to receive its Pro Rata share of the Common Membership Interests in Venture Delaware represented by the following formula (the "Warrant Valuation Formula"): (i) Numerator: (A) the sum of (I) Value of Debtors, plus (II) Value of Venture B Assets, to the extent that such sum exceeds the aggregate amount of Allowed Claims in Classes 2 and 3 and other Claims which would have priority over Class 5 Claims. In the event the sum is less than zero, the sum shall be deemed to be zero. Plus: (B) Value of Extinguished Actions. (ii) Denominator: Value of Reorganized Venture (b) WARRANT VALUATION PROCEDURES. On or before the hearing on the Disclosure Statement, the Debtors shall file a procedures motion with the Bankruptcy Court describing the procedures by which the Bankruptcy Court shall determine, as necessary, the Value of the Extinguished Actions, Value of the Venture B Assets, Value of Debtors and Value of Reorganized Venture (the "Warrant Valuation Procedures"). 5.06 CLASS 6 - VENDOR SUPPORT CLAIMS. Each Holder of an Allowed Class 5 Claim who (i) provided goods or services to the Debtors prior to the Petition Date, (ii) elects, on its ballot, to agree to a Vendor Support Agreement and (iii) executes and delivers a Vendor Support Agreement, shall receive, in lieu of the treatment such Claim would otherwise receive as an Allowed General Unsecured Claim, in full satisfaction of such Claim, cash in an amount equal to 50% of its Allowed General Unsecured Claim, which shall be paid in ten (10) monthly installments equal to 5% of such Allowed Claim, beginning on the first Business Day of the 4th full month following the month in which the Effective Date occurs and continuing on the first Business Day of each month thereafter until such Allowed Claim is paid 50% of the Allowed 18 General Unsecured Claim. In the event, however, that the Bankruptcy Court concludes that the foregoing treatment renders the Plan unfairly discriminatory in relation to other non-accepting classes of unsecured creditors (if any), then Holders of the Vendor Support Claims shall be deemed to be included in (and to receive the treatment prescribed for) Class 5 General Unsecured Claims and their vote in Class 6 shall not count. In addition to their votes in Class 6, Holders of Vendor Support Claims are entitled to vote upon the treatment prescribed for Class 5 General Unsecured Claims and such votes (i) shall be counted in the event that the Class 6 treatment is determined to have rendered the Plan unfairly discriminatory, and (ii) shall not be counted to the extent the Class 6 treatment is approved. 5.07 CLASS 7 - UNSECURED CONVENIENCE CLAIMS. All Allowed Unsecured Convenience Claims shall be paid not later than 120 days after the Effective Date, in full satisfaction of such Claims, cash equal to 75% of the Allowed Claims. 5.08 CLASS 8 - EQUITY INTERESTS. On the Effective Date, all of the Class 8 Equity Interests shall be cancelled and shall be deemed to have rejected the Plan. 5.09 INTERCOMPANY CLAIMS. All Intercompany Claims will, in the sole discretion of the applicable Debtor or Venture Delaware, (a) be preserved and reinstated, (b) be released, waived and discharged as of the Effective Date, or (c) be contributed to the capital of the obligee corporation. 5.10 NON-CONSENSUAL CONFIRMATION. In the event that any of Classes 5, 6 or 7 fail to accept the Plan, the Debtors reserve the right (i) to modify the Plan in accordance with Article 14 of the Plan and the Contribution Agreement, and (ii) to request that the Bankruptcy Court confirm the Plan in accordance with Section 1129(b) of the Bankruptcy Code notwithstanding such lack of acceptance by finding that the Plan provides fair and equitable treatment to any impaired Class of Claims voting to reject the Plan. ARTICLE 6 MEANS FOR IMPLEMENTATION OF THE PLAN 6.01 VENTURE DELAWARE FORMATION; CONTRIBUTION OF TRANSFERRED WINGET ENTITIES. On or prior to the Effective Date, Venture Delaware will be organized as a new Delaware limited liability company, the Operating Agreement will be executed and Venture Delaware will become the parent entity of Venture. Subject to and in accordance with the terms and conditions of the Contribution Agreement, the Transferred Winget Entities will be contributed to Venture Delaware and the other transactions contemplated by the Contribution Agreement will occur. 6.02 AMENDED OPERATING AGREEMENT. On the Effective Date, the operating agreement of Venture shall be amended pursuant to Exhibit A hereto which is by reference incorporated herein. 6.03 AGREEMENTS ON THE EFFECTIVE DATE. In order to implement the Plan, the Debtors anticipate that the following agreements, among others (each of which shall be a Reorganization Document), will be executed or implemented, on or prior to the Effective Date: (a) the Exit Financing Facility; 19 (b) the Restructured Credit Agreement; (c) the Bank Senior Notes; (d) the Bank Junior Notes; (e) the Trust Agreement; (f) the Contribution Agreement; (g) the Creditors' Warrant; (h) the Preferred Membership Interests; (i) the Common Membership Interests; (j) the New Leases; (k) the Employment Agreements; (l) the Subordination Agreement; (m) the Certificate of Formation; (n) the Amended Operating Agreement; (o) the Operating Agreement; (p) the Registration Rights Agreement; and (q) all other documents necessary to effectuate the Plan. All of the above documents shall be (a) filed by the Debtors with the Bankruptcy Court not later than twenty (20) days before the commencement of the Confirmation Hearing unless otherwise specified herein, and (b) reasonably satisfactory to Winget, the Steering Committee and the Debtors. 6.04 CANCELLATION OF AGREEMENTS. On the Effective Date, except as specifically provided in this Plan, (a) any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors and all options, warrants and rights (whether fixed or contingent, matured or unmatured, disputed or undisputed, contractual, legal, equitable or otherwise) to acquire any of the foregoing, except such notes or other instruments evidencing indebtedness or obligations of the Debtors that are reinstated under the Plan, shall be cancelled, and (b) the obligations of or Claims against the Debtors under, relating, or pertaining to any agreements, indenture, or similar document governing any other note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors, except such notes or other instruments evidencing indebtedness or obligations of the Debtors that are reinstated under the Plan, as the case may be, shall be released and discharged. 20 6.05 CORPORATE ACTION. (a) The Operating Agreement shall, among other things: (i) authorize the issuance of Common Membership Interests, and of Preferred Membership Interests, (ii) prohibit the issuance of nonvoting equity securities, as required by Section 1123(a)(6) of the Bankruptcy Code, subject to further amendment of such certificate of incorporation and bylaws as permitted by applicable law and (iii) effectuate the provisions of the Plan, in each case without any further action by the members, managers, stockholders or directors of the Debtors or Venture Delaware. (b) On the Effective Date, the execution and delivery of each Reorganization Document and any other document necessary to effectuate the transactions contemplated herein and therein, and all other actions contemplated by the Plan, the Reorganization Documents, or such other documents shall be authorized and approved in all respects (subject to the provisions of the Plan). All matters provided for in the Plan involving the corporate structure of the Debtors or Venture Delaware, and any corporate action required by the Debtors or Venture Delaware in connection with the Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders or directors of the Debtors or Venture Delaware. On the Effective Date, the appropriate officers of Venture Delaware and members of the Boards of Reorganized Venture are authorized and directed to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan in the name of, and on behalf of, Reorganized Venture. 6.06 ISSUANCE OF COMMON MEMBERSHIP INTERESTS, PREFERRED MEMBERSHIP INTERESTS, CREDITORS' WARRANT AND OPTION A. (a) On the Effective Date, pursuant to the Contribution Agreement and the Plan: (i) Winget shall receive in exchange for his contribution of the Transferred Winget Entities pursuant to the Contribution Agreement, 100% of the Common Membership Interests; (ii) Holders of Claims in Class 3 shall receive 100% of the Preferred Membership Interests; and (iii) the Trustee of the Creditor's Trust will hold the Creditors' Warrant. (b) Winget will have an option during the Option A Period to cause Venture Delaware to redeem all outstanding Preferred Membership Interests for the Option A Exercise Price as more specifically set forth in the Operating Agreement. 6.07 BOARD. Prior to the Conversion Date, the Board of Venture Delaware shall consist of seven (7) members. The Chief Executive Officer will serve as a director. Holders of Common Membership Interests will be entitled to designate three (3) directors, two (2) of whom will be Independent Directors and one (1) of whom shall be Winget or his designee, who will act as Chairman of the Board. Holders of the Preferred Membership Interests will be entitled to designate three (3) directors, each of whom will be Independent Directors. At least three (3) Business Days prior to the deadline for filing objections to confirmation of the Plan, the Steering Committee and Winget shall file certificates with the Bankruptcy Court identifying those individuals proposed to serve as Board members, or the means by which such individuals will be 21 selected. Each such director shall serve from and after the Effective Date pursuant to the terms of the Certificate of Formation, the Operating Agreement and applicable law. In the event the Preferred Membership Interests have not been redeemed by the Conversion Date, the Holders of the Preferred Membership Interests shall be entitled immediately and until such time as the Preferred Membership Interests are redeemed in full, including accrued and unpaid dividends thereon, to (i) achieve voting control of the Board for all purposes by replacing directors, electing additional directors and/or taking such other steps as shall be satisfactory to the Steering Committee, and (ii) achieve voting control of the voting equity interests of Venture Delaware for all purposes in a manner satisfactory to the Steering Committee. 6.08 OFFICERS. Venture Delaware's Senior Management (i) shall be acceptable to the Steering Committee and Winget, and (ii) shall become employed by Venture Delaware no later than the Effective Date pursuant to employment agreements, including the Employment Agreements that are reasonably acceptable to the Exit Lenders, the Steering Committee and Winget. The other officers of the Debtors immediately prior to the Effective Date shall serve as the officers of the Reorganized Venture until their successors are duly appointed in accordance with applicable law. Each officer shall serve from and after the Effective Date pursuant to the terms of the Certificate of Formation, the Operating Agreement and applicable law. 6.09 CONTINUATION OF WORKERS' COMPENSATION PROGRAMS. Upon the Effective Date of the Plan, the Reorganized Debtors shall continue the Michigan Workers' Compensation Program upon approval by the Michigan Bureau of Workers & Unemployment Compensation. Nothing in the Plan shall be deemed to discharge, release, or relieve the Debtors or Reorganized Debtors from any current or future liability with respect to any of its/their obligations under the Michigan Workers' Compensation Program. The Reorganized Debtors shall be responsible for all valid claims for benefits and liabilities under the Michigan Workers' Compensation Program regardless of when the applicable injuries occurred. All obligations under the Michigan Workers' Compensation Program shall be paid in accordance with the terms and conditions of Michigan Workers' Compensation Program and the Michigan Workers' Disability Compensation Act and all other applicable laws. 6.10 POST-EFFECTIVE DATE FINANCING. Reorganized Venture expects to enter into the Exit Financing Facility in order to obtain the funds necessary to: (a) repay the DIP Facility Claims; (b) make other payments required to be made on the Effective Date; and (c) conduct their post-reorganization operations. Documents evidencing the Exit Financing Facility, or commitment letters with respect thereto, shall be filed by the Debtors with the Bankruptcy Court three (3) Business Days prior to the Confirmation Hearing Date. Notice of any material modification to the Exit Financing Facility or the commitment letters with respect thereto after its filing with the Bankruptcy Court shall be provided to the Pre-Petition Agent, the Post-Petition Agent, Winget and the Creditors' Committee not less than three (3) Business Days prior to the Effective Date and shall require consent thereto as provided in the Contribution Agreement. In the Confirmation Order, the Bankruptcy Court shall approve the Exit Financing Facility in substantially the form filed with the Bankruptcy Court and authorize the Reorganized Debtors to execute the same together with such other documents as the Exit Lenders may reasonably require in order to effectuate the treatment afforded to such parties under the Exit Financing Facility. 22 6.11 PRESERVATION OF CAUSES OF ACTION. In accordance with Section 1123(b)(3) of the Bankruptcy Code, and except as otherwise provided in the Plan and/or the Confirmation Order, the Reorganized Debtors shall retain and may (but are not required to) enforce all Retained Actions, but not Winget Actions or Avoidance Actions (which shall be transferred to the Creditors' Trust and preserved for its benefit pursuant to the Plan), and other similar claims arising under applicable state laws, including, without limitation, fraudulent transfer claims, if any, and all other Causes of Action of a trustee and debtor-in possession under the Bankruptcy Code. The Debtors or the Reorganized Debtors, in their sole discretion, will determine whether to bring, settle, release, compromise, or enforce any rights (or decline to do any of the foregoing) with respect to the Retained Actions, other than the Avoidance Actions and the Winget Actions. The Reorganized Debtors or any successor may pursue such litigation claims in accordance with the best interests of the Reorganized Debtors or any successors holding such rights of action. The failure of the Debtors to specifically list any Claim, Causes of Action, right of action, suit or proceeding in the Schedules or on Exhibits B and C of the Plan does not, and will not be deemed to, constitute a waiver or release by the Debtors of such Claim, Causes of Action, right of action, suit or proceedings, and the Reorganized Debtors will retain the right to pursue such Claims, Causes of Action, rights of action, suits or proceedings in their sole discretion and, therefore, no preclusion doctrine, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches will apply to such claim, right of action, suit or proceeding upon or after the confirmation or consummation of the Plan. Notwithstanding the foregoing, the Extinguished Actions are extinguished as of the Effective Date other than for purposes of determining the Value of Extinguished Actions in the Creditors' Warrant. 6.12 ADMINISTRATION OF THE PLAN. (a) After the Effective Date, Reorganized Venture shall perform those responsibilities, duties, and obligations set forth in this Plan, including, without limitation, to prosecute any litigation pertaining thereto and to oversee and govern the continuing affairs and operations of Reorganized Venture on a going forward basis. (b) After the Effective Date, Reorganized Venture may retain such management, law firms, accounting firms, experts, advisors, agents, consultants, investigators, appraisers, auctioneers, or other professionals as it may deem necessary, including, without limitation, the Disbursing Agent, to aid it in the performance of its responsibilities pursuant to the terms of the Plan. It shall not be a requirement that any such parties retained by Reorganized Venture be a "disinterested person" (as such term is defined in Section 101(14)) of the Bankruptcy Code, and such retained parties may include Professionals or other Persons who had previously been active in this Case on behalf of the Debtors, any Creditor or other party in interest. The Debtors may pay these Professionals without Bankruptcy Court approval of any of their post-Effective Date fees and expenses. (c) The Boards and the management of Reorganized Venture shall perform the duties and obligations imposed on them by the Plan with reasonable diligence and care under the circumstances. 23 (d) Reorganized Venture shall be responsible for filing any federal, state, and local tax returns for the Debtors. (e) To the extent the manner of performance is not specified, Reorganized Venture will have the discretion to carry out and perform all other obligations or duties imposed on them by the Plan or by law in any manner its respective Board so chooses, as long as such performance is not inconsistent with the intents and purposes of the Plan. 6.13 EMPLOYMENT AGREEMENTS. On or before the Effective Date, the Employment Agreements shall be entered into by Venture Delaware and approved by the Bankruptcy Court. 6.14 CONTRIBUTION AGREEMENT. On the Effective Date, the transactions under the Contribution Agreement shall have closed in accordance with the terms thereof. 6.15 SUBSTANTIVE CONSOLIDATION. On the Effective Date Estates shall be substantively consolidated, but only for the purposes of (1) treatment of and making distributions to Holders of Claims under the Plan, (2) voting under the Plan, and (3) filing Claims. For such limited purposes, and provided that the Pre-Petition Lenders have voted to accept the Plan, on the Effective Date, (a) all obligations under guaranties of any Debtor of the payment, performance, or collection of another Debtor with respect to any Class of Claims or Interests shall be deemed satisfied in full by the treatment of such Class of Claims or Interests in the Plan; (b) any obligation of any Debtor and all guaranties with respect to any Class of Claims or Interests executed by one or more of the other Debtors and any joint or several liability of any of the Debtors shall be treated as a single obligation, and any obligation of two or more Debtors, and all multiple impaired Claims against Debtors on account of such joint obligations, shall be treated and Allowed only as a single Claim against the consolidated Debtors; and (c) each Claim filed in the Case shall be deemed filed against the consolidated Debtors and shall be deemed a Claim against and an obligation of the consolidated Debtors. Except as set forth above, such substantive consolidation will not (other than for purposes related to the Plan) (a) affect the legal and corporate structures of the Debtors or Reorganized Debtors, subject to the right of the Debtors or Reorganized Debtors to effect the restructuring transactions contemplated by the Plan, and (b) except as otherwise stated in the Plan, affect Intercompany Claims. 6.16 CONTINUATION OF BUSINESS. On and after the Effective Date, Reorganized Venture shall continue to engage in the Debtors' business, including, without limitation, performing under all purchase orders existing as of the Effective Date. Reorganized Venture retains all claims, defenses, counterclaims and offsets with respect to such purchase orders in existence as of the Effective Date. 6.17 DISBANDING OF CREDITORS COMMITTEE. On the Effective Date, the Creditors' Committee will be disbanded. Neither Reorganized Venture nor the Creditors' Trust will be responsible for any fees or expenses of the Creditors' Committee, or of its professionals and agents, incurred after the Effective Date unless otherwise ordered by the Bankruptcy Court. 24 ARTICLE 7 CREDITORS' TRUST 7.01 APPOINTMENT OF TRUSTEE. The Trustee for the Creditors' Trust shall be appointed on the Effective Date. A notice shall be filed no later than the ten (10) days prior to the Confirmation Hearing Date designating the Person who is selected to serve as Trustee. 7.02 CREATION OF CREDITORS' TRUST. On the Effective Date, the Creditors' Trust shall be established for the benefit of all Class 5 Creditors and become effective without further order of the Bankruptcy Court. The Class 5 Claims shall be satisfied by delivery of the Trust Assets to the Creditors' Trust. The Bankruptcy Court shall retain jurisdiction for purposes of determining the value of the Creditor's Warrant in accordance with Section 5.05 of the Plan. 7.03 TRANSFER OF TRUST ASSETS. On the Effective Date, the Trust Assets, without further act or deed of the Trustee or the Bankruptcy Court, shall be transferred from the Estates to the Creditors' Trust, free and clear of all Liens, Claims and interests and shall become the corpus of the Creditors' Trust. On the Effective Date, the Debtors are authorized to, and shall execute and deliver such instruments and other documents as are necessary, appropriate or deemed advisable by the Trustee to transfer title to the Trust Assets to the Creditors' Trust. 7.04 AUTHORITY. The Trustee shall have full authority, subject to the direction of the Oversight Committee, to take any steps necessary to administer the Trust Agreement, including, without limitation, the duty and obligation to liquidate the Trust Assets, make distributions to General Unsecured Creditors, and settle any Winget Actions or Avoidance Actions. Upon such assignment, the Trustee, on behalf of the Creditors' Trust, will assume and be responsible for any responsibilities, duties and obligations of the Debtors with respect to the subject matter of the assignments, and the Debtors and the Reorganized Debtors will have no further rights or obligations with respect thereto. 7.05 INTERESTS IN CREDITORS' TRUST. Interests in the Creditors' Trust shall be uncertificated and shall be non-transferable except by operation of law. Holders of interests in the Creditors' Trust shall have no voting rights with respect to such interests. The Creditors' Trust will have a term of three (3) years from the Effective Date, without prejudice to the rights of the Oversight Committee to extend such term conditioned upon the Creditors' Trust not then becoming subject to the Exchange Act or changing its tax status. The terms of the Trust Agreement may be amended by the Trustee or the Debtors to the extent necessary to ensure that the Creditors' Trust will not become subject to the Exchange Act. 7.06 EMPLOYMENT OF PROFESSIONALS. The Trustee may retain such law firms, accounting firms, experts, advisors, consultants, investigators, appraisers, auctioneers or other professionals as it may deem necessary to aid in the performance of its responsibilities pursuant to the terms of this Plan including, without limitation, the liquidation and distribution of Trust Assets. 7.07 TAX STATUS. For federal income tax purposes, it is intended that the Creditors' Trust be classified as a liquidating trust under Department of Treasury Regulations Section 301.7701-4 and that such trust is owned by its beneficiaries. Accordingly, for federal income tax 25 purposes, it is intended that the beneficiaries be treated as if they had received a distribution of an undivided interest in the Trust Assets and then contributed such interests to the Creditors' Trust. 7.08 WINGET ACTIONS. Winget and the Oversight Committee shall negotiate in good faith to resolve the Winget Actions for 90 days after the Effective Date. If settlement is not reached, the Oversight Committee and Winget shall select a mutually satisfactory arbitrator who shall recommend a resolution after non-binding arbitration. In the event that the non-binding arbitration does not result in agreement of the parties, the Trustee, upon direction from the Oversight Committee, shall have the authority to pursue the Winget Actions as the Trustee deems appropriate, and the Bankruptcy Court shall retain jurisdiction to hear any such actions. 7.09 EXPENSES OF CREDITORS' TRUST; COMPENSATION AND REIMBURSEMENT OF OVERSIGHT COMMITTEE. All costs and expenses associated with the administration of the Creditors' Trust shall be the sole responsibility of, and paid by, the Creditors' Trust. The Trustee shall receive, from the Creditors' Trust, reasonable compensation for services rendered. The Trustee shall also be reimbursed by the Creditors' Trust for all out-of-pocket expenses reasonably and necessarily incurred in the performance of its duties hereunder and under the Trust Agreement. The members of the Oversight Committee shall not be entitled to receive compensation for their services, but they shall be reimbursed by the Creditors' Trust for all out-of-pocket expenses reasonably incurred in the performance of their duties hereunder and under the Trust Agreement. All compensation and reimbursement shall be paid from Trust Assets. 7.10 COOPERATION; ACCESS. Reorganized Venture shall reasonably cooperate with the Trustee in pursuing Avoidance Actions and Winget Actions and shall afford reasonable access during normal business hours, upon reasonable notice, to personnel and books and records of the Reorganized Debtors to representatives of the Creditors' Trust to enable the Trustee to perform the Trustee's duties under the Trust Agreement. Reorganized Venture shall not be required to incur any expenses in connection with the Creditors' Trust absent reimbursement from the Creditors' Trust. The Bankruptcy Court retains jurisdiction to determine the reasonableness of a request of assistance and/or a related expenditure. Any requests for assistance shall not interfere with Reorganized Venture's business operations. 7.11 INDEMNIFICATION; EXCULPATION. The Trustee and each member of the Oversight Committee shall be indemnified from the Trust Assets to the fullest extent permitted by law against any liability, damage or expense arising out of or resulting from or related to, any act taken or omitted, so long as such liability, damage or expense does not result from willful fraud, willful misconduct, bad faith or gross negligence. The Trustee, the members of the Oversight Committee, and their attorneys, employees, accountants, consultants or agents, shall (i) not have or incur any liability to any Person or entity for any act or omission in connection with, or arising out of, the administration of this Plan or the property to be distributed under this Plan, except if such act or omission is determined by a Final Order to reflect bad faith or to constitute willful misconduct or gross negligence, (ii) be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under this Plan, and (iii) be fully protected in acting, or in refraining from acting, in accordance with such advice; provided, however, nothing contained herein shall relieve the Creditors' Trust from its duties and responsibilities to make the payments required under this Plan. 26 7.12 THE OVERSIGHT COMMITTEE. (a) The Oversight Committee shall be appointed on the Effective Date. On or before the date that is ten (10) days prior to the Confirmation Hearing Date, a notice shall be filed with the Bankruptcy Court identifying the members of the Oversight Committee. The Oversight Committee may adopt such bylaws as it may deem appropriate. The Trustee shall consult regularly with the Oversight Committee when carrying out the purpose and intent of the Creditors' Trust. (b) In the case of an inability or unwillingness of any member of the Oversight Committee to serve, such member shall be replaced by designation of the remaining members of the Oversight Committee. If any position on the Oversight Committee remains vacant for more than thirty (30) days, such vacancy shall be filled within fifteen (15) days thereafter by the designation of the Trustee without the requirement of a vote by the other members of the Oversight Committee. (c) Upon the certification by the Trustee that all Trust Assets have been distributed, abandoned or otherwise disposed of, the members of the Oversight Committee shall resign their positions, whereupon they shall be discharged from further duties and responsibilities. (d) The Oversight Committee may, by majority vote, approve all settlements of the Winget Actions and the Avoidance Actions which the Trustee may propose, subject to Bankruptcy Court approval of such settlements after notice and a hearing, provided, however, that the Trustee may seek Bankruptcy Court approval of a settlement of a Winget Action or Avoidance Action if the Oversight Committee fails to act on a proposed settlement of such Claim within fifteen (15) days of receiving notice of such proposed settlement by the Trustee. (e) The Oversight Committee may, by majority vote, authorize the Trustee to invest the Trust Assets in prudent investments other than those described in Section 345 of the Bankruptcy Code. (f) The Trustee may be removed in accordance with the Trust Agreement 7.13 DISTRIBUTION OF TRUST ASSETS. The cash proceeds of Trust Assets shall be used first to pay the expenses of the Trust, the Trustee and the Oversight Committee and the costs and expenses of the Trustee and the Trustee's professionals. Thereafter, the cash proceeds of the Trust Assets shall be distributed to Holders of Claims in accordance with their interests in the Creditors' Trust as set forth in this Plan at least annually beginning with the second calendar quarter after the Effective Date. The Trustee shall not be required to make any such annual distribution in the event that the aggregate proceeds and income available for distribution to Holders of Claims is not sufficient, in the Trustee's discretion (after consultation with the Oversight Committee), to make a distribution at that time. The Trustee will make continuing efforts to dispose of the Trust Assets, make timely distributions, and not unduly prolong the duration of the Creditors' Trust. 27 ARTICLE 8 PROVISIONS GOVERNING DISTRIBUTIONS 8.01 DISBURSEMENTS. The Disbursing Agent will make all distributions required under this Plan except with respect to (i) the Creditor's Trust which shall be made by the Trustee and (ii) the Claims of the Pre-Petition Lenders, which distributions shall be made by the Disbursing Agent to the Pre-Petition Agent. Distributions shall be made at the times provided herein or as otherwise ordered by the Bankruptcy Court. Notwithstanding anything herein to the contrary, the Trustee shall not distribute the Creditors' Warrant or any Common Membership Interests obtained upon exercise of the Creditors' Warrant absent consent of the Venture Delaware, Winget and the holders of the Preferred Membership Interests. 8.02 NO INTEREST ON CLAIMS OR INTERESTS. Unless otherwise specifically provided for in this Plan, Confirmation Order or the DIP Facility, post-Petition Date interest shall not accrue or be paid on Claims or Interests, and no Holder of any Claim or Interest shall be entitled to interest accruing on or after the Petition Date. 8.03 CLAIMS ADMINISTRATION RESPONSIBILITY. (a) REORGANIZED DEBTORS. The Reorganized Debtors will retain responsibility for administering, disputing, objecting to, compromising or otherwise resolving, subject to Bankruptcy Court approval, with respect to all Claims against the Debtor. (b) FILING OF OBJECTIONS. Unless otherwise extended by the Bankruptcy Court, any objections to Claims shall be served and filed on or before the Claims Objection Deadline. 8.04 DELIVERY OF DISTRIBUTIONS. Distributions to Holders of Allowed Claims shall be made by the Disbursing Agent (a) at the addresses set forth on the proofs of claim filed by such Holders (or at the last known addresses of such Holders if no proof of claim is filed or if the Debtors have been notified in writing of a change of address), (b) at the addresses set forth in any written notices of address changes delivered to the Disbursing Agent after the date of any related proof of claim, or (c) at the addresses reflected in the Schedules if no proof of claim has been filed and the Disbursing Agent has not received a written notice of a change of address. If any Creditor's distribution is returned as undeliverable, no further distribution to such Creditor shall be made unless and until the Disbursing Agent is notified of such Creditor's then-current address, at which time all missed distributions shall be made to such Creditor without interest. Amounts in respect of undeliverable distributions shall be returned to the Reorganized Debtors or the Creditors' Trust, as applicable, until such distributions are claimed. All funds or other undeliverable distributions returned to the Reorganized Debtors or the Creditors' Trust, as applicable, and not claimed within six (6) months of return shall be distributed to the other Creditors of the Class of which the Creditor to whom the distribution was originally made is a member in accordance with the provisions of the Plan applicable to distributions to that Class. Upon such reversion, the Claim of any Creditor or their successors with respect to such property shall be discharged and forever barred notwithstanding any federal or state escheat laws to the 28 contrary. Nothing contained in the Plan shall require the Disbursing Agent or the Trustee to attempt to locate any Creditor holding an Allowed Claim. 8.05 PROCEDURES FOR TREATING AND RESOLVING DISPUTED CLAIMS. (a) NO DISTRIBUTION PENDING ALLOWANCE. No distributions will be made with respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by a Final Order, and the Disputed Claim has become an Allowed Claim. (b) DISTRIBUTION RESERVE. The Disbursing Agent, after consultation with Reorganized Venture, or the Trustee, after consultation with the Oversight Committee, will create a reserve from the property to be distributed by them under the Plan. (c) DISTRIBUTION AFTER ALLOWANCE. Payments and distributions from any reserve created under Section 8.05(b) of the Plan to a Creditor on account of a Disputed Claim, to the extent that it ultimately becomes an Allowed Claim, will be made in accordance with provisions of this Plan that govern distributions to such Creditor. 8.06 MANNER OF CASH PAYMENTS UNDER THE PLAN. Any cash payment to be made by the Disbursing Agent or the Trustee pursuant to the Plan may be made by a check or wire transfer on a United States bank selected by the Disbursing Agent or the Trustee; provided, however, that payments made to foreign Holders of Allowed Claims may be paid, at the option of the Disbursing Agent or the Trustee, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction. 8.07 DELIVERY OF OLD SUBORDINATED NOTES AND OLD SENIOR NOTES. Prior to being entitled to receive any distribution provided for under the Plan, the Indenture Trustee or the Holders of Old Subordinated Notes or Old Senior Notes shall deliver to the Trustee the certificates or other instruments evidencing such Old Senior Notes and Old Subordinated Notes. 8.08 DIRECTION TO PARTIES. From and after the Effective Date, the Disbursing Agent, the Trustee, Reorganized Venture may apply to the Bankruptcy Court for an order directing any necessary party to execute or deliver or to join in the execution or delivery of any instrument required to effect a transfer of property dealt with by the Plan, and to perform any other act, including the satisfaction of any Lien, that is necessary for the consummation of the Plan, pursuant to Section 1142(b) of the Bankruptcy Code. 8.09 SETOFFS. The Reorganized Debtors, the Disbursing Agent or the Trustee may, pursuant to Section 553 of the Bankruptcy Code, set off against any Allowed Claim and the distributions to be made pursuant to the Plan on account of such Claim, all claims, rights, and causes of action of any nature that any such Debtor may hold against the Holder of such Allowed Claim that are not otherwise waived, released, or compromised in accordance with the Plan; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by such Debtor of any such claims, rights, and causes of action that the Debtor may possess against such Holder. 29 8.10 EXEMPTION FROM CERTAIN TRANSFER TAXES. Pursuant to Section 1146(c) of the Bankruptcy Code, any transfers from the Debtors to Reorganized Venture, the Creditors' Trust or any other Person or entity pursuant to this Plan in the United States shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment. The Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 8.11 WITHHOLDING AND REPORTING REQUIREMENTS. In connection with this Plan and all distributions hereunder, the Disbursing Agent and the Trustee shall comply with all applicable tax withholding and reporting requirements imposed by any federal, state, provincial, local or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. The Disbursing Agent and the Trustee shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. Notwithstanding any other provision of this Plan, each Holder of an Allowed Claim or Interest that is to receive a distribution pursuant to this Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such distribution. 8.12 NO FRACTIONAL DISTRIBUTIONS. No fractional shares or amounts of Common Membership Interests or Preferred Membership Interests will be issued or distributed under the Plan. Each Person entitled to receive Common Membership Interests or Preferred Membership Interests will receive the total whole number of Common Membership Interests or Preferred Membership Interests to which such Person is entitled. Whenever any distributions to a Person would otherwise call for distribution of a fraction of a Common Membership Interests or Preferred Membership Interests, the actual distribution of such security will be rounded to the next higher or lower whole number with fractions of less than or equal to one-half (1/2) being rounded to the next lower whole number. No consideration will be provided in lieu of fractional new securities that are rounded down. The total number of new securities to be distributed to each Class of Claims will be adjusted as necessary to account for the rounding provided herein. Any other provision of the Plan notwithstanding, neither the Debtors, the Disbursing Agent nor the Servicer will be required to make distributions or payments of fractions of dollars. Whenever any payment of a fraction of one dollar under the Plan would otherwise be called for, the actual payment made will reflect a rounding of such fraction to the nearest whole dollar (up or down), with one-half (1/2) dollars being rounded down. 8.13 CLOSING OF THE CASE. As soon as practicable after the Effective Date, the Bankruptcy Court shall close all of the Cases, except that the case captioned In re Venture Holdings Company, LLC., bearing case number 03-48939, shall remain open. After the Estate has been fully administered, the Bankruptcy Court will close the Chapter 11 Case in accordance with Section 350 of the Bankruptcy Code. Any monies remaining in the Estate at the time the Chapter 11 Case is closed shall revert to the Reorganized Debtors. 30 8.14 CONTINUED ENFORCEMENT OF SUBORDINATION PROVISIONS. The Trustee shall comply with any request by the Indenture Trustee to enforce the subordination provisions under the Old Subordinated Notes for the benefit of Holders of the Old Senior Notes by remitting distributions otherwise payable to Holders of the Old Junior Notes, Pro Rata, to Holders of Old Senior Notes. ARTICLE 9 EXECUTORY CONTRACTS 9.01 ASSUMPTION OF EXECUTORY CONTRACTS. As of the Confirmation Date, but subject to the occurrence of the Effective Date, all Executory Contracts (including all insurance contracts providing coverage to the Debtors' directors, officers, shareholders, agents, employees, representatives, and others for conduct in connection with the Debtors (to the extent such policies are Executory Contracts)) will be deemed assumed by the relevant Debtor and retained by Venture Delaware or such Debtor, as appropriate, in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code, except those Executory Contracts that (i) have been rejected by order of the Bankruptcy Court, (ii) are the subject of a motion to reject pending on the Confirmation Date which is later granted by the Bankruptcy Court, or (iii) which are identified on Exhibit I attached hereto, which shall be deemed rejected as of the Confirmation Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions pursuant to Sections 365(a) and 1123 of the Bankruptcy Code, subject to the occurrence of the Effective Date. Each Executory Contract assumed pursuant to this Article 9 shall revest in and be fully enforceable by Venture Delaware or the relevant Reorganized Debtor, as appropriate, in accordance with its terms, except as may be modified by (i) the provisions of the Plan, (ii) any order of the Bankruptcy Court approving and authorizing its assumption, (iii) applicable federal law, or (iv) agreement of the parties to such Executory Contracts. 9.02 CURE OF DEFAULTS OF ASSUMED EXECUTORY CONTRACTS. Any monetary amounts by which each Executory Contract to be assumed pursuant to the Plan is in default shall be satisfied, pursuant to Section 365(b)(1) of the Bankruptcy Code, by the relevant Debtor, by payment of the default amount (as such amount has been agreed upon by Venture Delaware, or in the event of a dispute regarding such default amount, as such amount has been determined by a Final Order of the Bankruptcy Court) in cash on or before thirty (30) days after the Effective Date or on such other terms as the parties to such Executory Contracts may otherwise agree. Notwithstanding the foregoing, in the event of a dispute regarding: (1) the amount of any cure payments, (2) the ability of Venture Delaware, the relevant Debtor or any assignee to provide "adequate assurance of future performance" (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (3) any other matter pertaining to assumption, the cure payments required by Section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption. The relevant Debtor shall provide notice to any non-Debtor party to any Executory Contract to be assumed pursuant to the Plan of the amount of any default amount owed under the applicable Executory Contract on or before 30 days after the date of entry of the Confirmation Order. Any non-Debtor party that fails to respond or object within fifteen (15) days after the date of such notice of proposed default amount owed shall be deemed to have consented to such proposed amount. 31 9.03 REJECTION CLAIMS. Each Person who is a party to an Executory Contract rejected pursuant to this Article 9 shall be entitled to file, not later than thirty (30) days after the Confirmation Date, a Proof of Claim for alleged Rejection Claims. If no such Proof of Claim for Rejection Claims is timely filed, any such Claim shall be forever barred and shall not be enforceable against Reorganized Venture, the Trustee, any Debtor or the Estates. The Bankruptcy Court shall retain jurisdiction to determine any objections to Rejection Claims. 9.04 CLASSIFICATION OF REJECTION CLAIMS. Except as otherwise provided under the Plan, Rejection Claims against any Debtor shall be treated as Allowed General Unsecured Claims against such Debtor to the extent they are treated as Allowed Claims, and shall be satisfied in accordance with the Plan and the Confirmation Order. ARTICLE 10 CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVENESS 10.01 CONDITIONS PRECEDENT TO CONFIRMATION. The following are conditions precedent to the Confirmation of the Plan: (a) The Bankruptcy Court shall have approved Disclosure Statement. (b) The Confirmation Order shall be in form and substance as provided for in the Contribution Agreement. (c) The Contribution Agreement shall be in full force and effect without modification except as permitted thereby. 10.02 CONDITIONS PRECEDENT TO EFFECTIVENESS. Notwithstanding any other provision of the Plan or the Confirmation Order, the Effective Date of the Plan shall not occur, and the Plan shall not be binding on any party, unless and until each of the following conditions has been satisfied or waived, in accordance with Section 10.04, in writing by the Debtors: (a) The Confirmation Order shall have been entered and shall not have been vacated or stayed. (b) The closing and an initial funding shall have occurred under the Exit Financing Facility and all conditions precedent to the consummation thereof (other than the occurrence of the Effective Date of the Plan) shall have been waived or satisfied in accordance with the terms thereof. (c) All Reorganization Documents shall have been delivered and all conditions precedent thereto shall have been satisfied or waived; (d) All other actions, documents and agreements necessary to implement the Plan as of the Effective Date shall have been delivered and all conditions precedent thereto shall have been satisfied or waived; (e) The Contribution Agreement shall be in full force and effect and no party thereto shall be in breach or default of the terms thereof; 32 (f) The Steering Committee, Winget, Venture Delaware and the Pre-Petition Agent shall have approved the terms of the Employment Agreement; (g) The Debtors shall have sufficient cash to make distributions required under the Plan on the Effective Date, including, but not limited to, the cash payment to the Pre-Petition Lenders and the DIP Facility Claim; and (h) The Warrant Valuation Procedures shall be approved by the Bankruptcy Court. 10.03 EFFECT OF FAILURE OF CONDITIONS TO EFFECTIVE DATE. In the event that one or more of the conditions set forth in Section 10.02 has not occurred or duly been waived by the Debtors, Winget and the Steering Committee pursuant to Section 10.04 of the Plan on or before One Hundred Twenty (120) days after the Confirmation Date, upon notification submitted by the Debtors to the Bankruptcy Court, (a) the Confirmation Order shall be vacated, (b) no distributions under the Plan shall be made, (c) the Debtors and all Holders of Claims and Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though Confirmation never occurred, and (d) the parties' respective obligations with respect to the Claims and Interests shall remain unchanged and nothing contained herein shall constitute or be deemed a waiver or release of any Claims or Interests by or against the Debtors or any other person in any further proceeding involving any Debtor. 10.04 WAIVER OF CONDITIONS. The Debtors may (with the consent of Winget and the Steering Committee), but shall have no obligation to, waive any conditions set forth in Section 10.02, without notice and without leave of or order of the Bankruptcy Court. To be effective, any such waiver shall be in writing and signed by the Debtors, or shall be a stipulation on the record in this Case of which a transcript is made. ARTICLE 11 TITLE TO PROPERTY AND RELEASES 11.01 VESTING OF PROPERTY. Except as otherwise provided in the Plan or the Confirmation Order, upon the Effective Date, (a) the Debtors shall continue to exist as the Reorganized Debtors, with all the powers of corporations under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law, and (b) all property of the Estates, wherever situated, shall vest in the relevant Reorganized Debtor, as appropriate, subject to the provisions of the Plan and the Confirmation Order. Thereafter, Reorganized Venture may operate their businesses and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. After the Effective Date, all property retained by Reorganized Venture pursuant hereto shall be free and clear of all Claims, debts, Liens, security interests, encumbrances, and interests, except as contemplated hereby and except for the obligation to perform according to the Plan and the Confirmation Order. 11.02 DISCHARGE AND INJUNCTION. Except as may otherwise be provided herein or in the Confirmation Order, the rights afforded and the payments and distributions to be made under the Plan shall be in complete exchange for, and in full and unconditional settlement, satisfaction, 33 discharge, and release of any and all existing debts and Claims and Interests of any kind, nature, or description whatsoever against the Debtors, the Reorganized Venture, their Assets, property or their Estates, and shall effect a full and complete release, discharge, and termination of all Liens, security interests, or other claims, interests, or encumbrances upon all of the Debtors' Assets and property. Further, all Persons are precluded from asserting, against any of the Debtors or Reorganized Venture, or any property that is to be distributed under the terms of the Plan, any claims, obligations, rights, causes of action, liabilities, or equity interests based upon any act, omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date, other than as expressly provided for in the Plan, or the Confirmation Order, whether or not (a) a Proof of Claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code; (b) a Claim based upon such debt is Allowed; or (c) the Holder of a Claim based upon such debt has accepted the Plan. Except as otherwise provided in the Plan or the Confirmation Order, all Holders of Allowed Claims and Interests arising prior to the Effective Date shall be permanently barred and enjoined from asserting against Reorganized Venture or any Debtor, or their successors, or the Assets, any of the following actions on account of such Allowed Claim or Interest: (a) commencing or continuing in any manner any action or other proceeding on account of such Claim or Interest against Reorganized Venture, any of the Debtors, or the property to be distributed under the terms of the Plan, other than to enforce any right to distribution with respect to such property under the Plan; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against Reorganized Venture, the Debtors or any of the property to be distributed under the terms of the Plan, other than as permitted under sub-paragraph (a) above; (c) creating, perfecting, or enforcing any Lien or encumbrance against property of Reorganized Venture, any of the Debtors, or any property to be distributed under the terms of the Plan; (d) asserting any right of setoff, subrogation, or recoupment of any kind, directly or indirectly, against any obligation due any Debtor, Reorganized Venture, the Assets or any other property of the Debtors, Reorganized Venture, or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing Persons; and (e) acting or proceeding in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of the Plan. 11.03 NO WAIVER OF DISCHARGE. Except as otherwise specifically provided herein, nothing in the Plan shall be deemed to waive, limit, or restrict in any way the discharge granted to the Debtors upon Confirmation of the Plan by Section 1141 of the Bankruptcy Code. 11.04 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided in the Plan, all injunctions or stays provided for in this Case pursuant to Sections 105 or 362 of the Bankruptcy Code, or otherwise, and in effect on the Confirmation Date, shall remain in full force and effect until the Effective Date, at which time they are replaced with the injunction set forth in Section 11.02 herein. 11.05 RELEASE BY DEBTORS. (a) On the Effective Date, the Debtors, hereby waive, release, and discharge all of the Debtors' shareholders, members, directors and officers, employees, agents, managers, advisors, attorneys or representatives (in their capacity as such and in no other capacity) (the "Released Parties"), from all liability based upon any act or omission related to post-petition service with, for, or on behalf of the Debtors or their 34 Affiliates through and including the Effective Date. The immediately preceding sentence shall not, however, apply to (i) any indebtedness of any Person to any Debtor for money borrowed by such Person, (ii) any setoff or counterclaim that a Debtor may have or assert against any Person, provided that the aggregate amount thereof shall not exceed the aggregate amount of any Claims held or asserted by such Person against such Debtor, (iii) any garnishments; and (iv) any of the Retained Actions. (b) Notwithstanding any provision of the Plan to the contrary, the releases contained in this Section 11.05 shall not be construed as or operate as a release of, or limitation on objections to, Claims. 11.06 PRESERVATION OF INSURANCE. Notwithstanding anything provided herein to the contrary, the Plan shall not be deemed in any way to diminish or impair the enforceability of any insurance policies that may cover claims against a Debtor or any other Person. ARTICLE 12 MODIFICATION AND RESERVATION OF RIGHTS IN THE EVENT OF NONACCEPTANCE OF THE PLAN Each Debtor hereby reserves the right to request that the Bankruptcy Court confirm the Plan over the objection of any Impaired Class in accordance with the applicable provisions of Section 1129(b) of the Bankruptcy Code. In the event that any Impaired Class or Classes of Allowed Claims shall not accept the Plan, upon the written request of the Debtors filed with the Bankruptcy Court, the Plan shall be modified, revised, and amended to provide such treatment as set forth in such request, to assure that the Plan does not discriminate unfairly, and is fair and equitable, with respect to the Classes rejecting the Plan, and, in particular, to provide the treatment necessary to meet the requirements of Sections 1129(a) and (b) of the Bankruptcy Code with respect to (i) the rejecting Classes and (ii) any other Classes adversely affected by the modifications caused by this Article. ARTICLE 13 RETENTION OF JURISDICTION 13.01 CLAIMS AND CAUSES OF ACTIONS. Following the Effective Date, the Bankruptcy Court shall retain such jurisdiction over this Case as is legally permissible, including without limitation, such jurisdiction as is necessary to ensure that the purposes and intent of the Plan are carried out. The Bankruptcy Court shall also expressly retain jurisdiction: (a) to hear and determine all Claims against the Debtors; and (b) to enforce all Causes of Action that may exist on behalf of any Debtor. 13.02 RETENTION OF ADDITIONAL JURISDICTION. Following the Effective Date, the Bankruptcy Court shall retain jurisdiction for the purpose of classification of Claims and Interests, the re-examination of Claims that have been Allowed, and the determination of such objections as may be filed to any Claims, including Section 502(c) of the Bankruptcy Code proceedings for estimation of Claims. The Bankruptcy Court shall further retain jurisdiction for the following additional purposes: 35 (a) to determine all questions and disputes regarding title to the Assets of the Debtors, all causes of action, controversies, disputes, or conflicts, whether or not subject to any pending action as of the Effective Date, between any Debtor and any other party, including, without limitation, the Winget Actions, the Avoidance Actions, the Extinguished Actions, and any other right to recover assets pursuant to the provisions of the Bankruptcy Code; (b) to modify the Plan after the Confirmation Date in accordance with the terms of the Plan and pursuant to the Bankruptcy Code and the Bankruptcy Rules; (c) to enforce and interpret the terms and conditions of the Plan; (d) to enter such orders, including, but not limited to, such future injunctions as are necessary to enforce the respective title, rights, and powers of the Debtors, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Bankruptcy Court may deem necessary; (e) to enter an order closing this Case; (f) to correct any defect, cure any omission, or reconcile any inconsistency in the Plan or the Confirmation Order as may be necessary to implement the purposes and intent of the Plan; (g) to determine the allowance of Claims; (h) to determine any and all applications for allowances of compensation and reimbursement of expenses and the reasonableness of any fees and expenses authorized to be paid or reimbursed under the Bankruptcy Code or the Plan; (i) to determine any applications or motions pending on the Effective Date for the rejection of any Executory Contract and to hear and determine, and, if need be, to liquidate any and all Claims arising therefrom; (j) to determine any and all motions, applications, adversary proceedings, and contested matters that may be pending on the Effective Date; (k) to consider any modification of the Plan, whether or not the Plan has been substantially consummated, and to remedy any defect or omission or to reconcile any inconsistency in any order of the Bankruptcy Court, to the extent authorized by the Plan or the Bankruptcy Court; (l) to determine all controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan; (m) to consider and act on the compromise and settlement of any Claim against or Cause of Action by or against any Debtor arising under or in connection with the Plan; 36 (n) to issue such orders in aid of execution of the Plan as may be authorized by Section 1142 of the Bankruptcy Code; (o) to hear and determine the Warrant Valuation Procedures and any other matters related to the Creditors' Warrant (p) to adjudicate any and all disputes relating to the Creditors' Trust, including, without limitation, the distribution of the Trust Assets; and (q) to determine such other matters or proceedings as may be provided for under Title 28 or any other title of the United States Code, the Bankruptcy Code, the Bankruptcy Rules, other applicable law, the Plan, or in any order or orders of the Bankruptcy Court, including, but not limited to, the Confirmation Order or any order that may arise in connection with the Plan or the Confirmation Order. 13.03 FAILURE OF BANKRUPTCY COURT TO EXERCISE JURISDICTION. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction, or is otherwise without jurisdiction over any matter arising out of this Case, including the matters set forth in this Article, this Article shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.01 GOVERNING LAW. Except to the extent the Bankruptcy Code or Bankruptcy Rules are applicable, and subject to the provisions of the Reorganization Documents and any other contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Michigan, without giving effect to the principles of conflicts of law thereof. 14.02 REVOCATION OR WITHDRAWAL OF THE PLAN. The Debtors, with the consent of the Steering Committee and Winget, reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors so revoke or withdraw the Plan, then the Plan shall be null and void and, in such event, nothing contained herein shall be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, any Debtor or any other Person or to prejudice in any manner the rights of any Debtor or any Person in any further proceedings involving any Debtor. 14.03 SUCCESSORS AND ASSIGNS. The rights, benefits, and obligations of any Person named or referred to in the Plan shall be binding upon, and shall inure to the benefit of, the heirs, executors, administrators, successors, or assigns of such Person. 14.04 TIME. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. 14.05 MODIFICATION OF THE PLAN AND AMENDMENTS. Subject to any limitations in the Contribution Agreement, the Debtors may alter, amend, or modify the Plan or any exhibits 37 thereto under Section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Hearing subject to the prior consent of the Steering Committee. Subject to any limitations in the Contribution Agreement, after the Confirmation Date and prior to the Effective Date, the Debtors may, under Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement or the Confirmation Order, and such matters as may be necessary to carry out the purposes and effects of the Plan, subject to the prior consent of the Steering Committee. 14.06 NO PENALTY OR LATE CHARGES. Except as expressly stated in the Plan, or allowed by a Final Order of the Bankruptcy Court, no interest, penalty or late charge is to be allowed on any Claim subsequent to the Petition Date. 14.07 PROFESSIONALS' FEES. No Professionals' Fees shall be paid with respect to any Claim or Interest except as specified herein or as allowed by a Final Order of the Bankruptcy Court. All final applications for Professional Fees for services rendered in connection with these Cases prior to the Confirmation Date shall be filed with the Bankruptcy Court not later than ninety (90) days after the Effective Date. 14.08 AMOUNTS OF CLAIMS. All references to Claims and amounts of Claims refer to the amount of the Allowed Claim; provided, however, that Claims that have been objected to and that have not been Allowed or disallowed prior to the day set for return of ballots shall be voted and counted at the amount of the Claim, unless a proceeding to estimate the Claim is brought before the Bankruptcy Court. The Debtors and other interested parties reserve the right, both before and after Confirmation, to object to Claims so as to have the Bankruptcy Court determine or estimate the Allowed amount of such Claim under the Plan. 14.09 EXCULPATION. The Debtors, Venture Delaware, the Indenture Trustee, the Pre-Petition Agent, the Post-Petition Agent, the Steering Committee (and each of its members), Winget and their respective shareholders, members, partners, officers, directors, employees and agents (including any attorneys, financial advisors, investment bankers and other professionals retained by such persons) shall have no liability to any Person for any act or omission made in good faith in connection with, or arising out of the Plan, (and any Bankruptcy Court orders related thereto), the Reorganization Documents, the solicitation of votes for the pursuit of confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for fraud, bad faith, willful misconduct or gross negligence as determined by a Final Order of the Bankruptcy Court and, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan; provided, however that nothing in this Section 14.09 shall in no way alter or relieve Winget of any obligations under the Contribution Agreement or the Winget Actions. 14.10 SECURITIES LAW MATTERS. It is an integral and essential element of the Plan that the issuance of Common Membership Interests and Preferred Membership Interests pursuant to the Plan shall be exempt from registration under the Securities Act, pursuant to Section 1145 of the Bankruptcy Code and from registration under state securities laws. Any such securities issued to an "affiliate" of the Debtors within the meaning of the Securities Act or any Person the Debtors reasonably determines to be an "underwriter," and which does not agree to resell such securities only in "ordinary trading transactions," within the meaning of Section 1145(b)(1) of 38 the Bankruptcy Code shall be subject to such transfer restrictions and bear such legends as shall be appropriate to ensure compliance with the Securities Act. Nothing in the Plan is intended to preclude the Securities and Exchange Commission from exercising its police and regulatory powers relating to the Debtors or any other entity. 14.11 RULES OF INTERPRETATION. For purposes of the Plan: (i) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (iii) any reference in the Plan to an existing document or exhibit filed, or to be filed, shall mean such document or exhibit, as it may have been or may be amended, modified, or supplemented in accordance with its terms; (iv) unless otherwise specified, all references in the Plan to Sections, Articles, and Exhibits are references to Sections, Articles, and Exhibits of or to the Plan; (v) the words "herein" and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; and (vii) the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply. 14.12 SEVERABILITY. Except as to terms which, if unenforceable, would frustrate the overall purposes of the Plan, should any provision in the Plan be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any or all other provisions of the Plan. 14.13 IMPLEMENTATION. The Debtors shall take all steps, and execute all documents including appropriate releases, necessary to effectuate the provisions contained in the Plan. 14.14 INCONSISTENCY. In the event of any inconsistency between the Plan and the Disclosure Statement, the provisions of the Plan shall govern, and in the event of any inconsistency between the Plan and any Reorganization Document, the provisions of the Plan shall govern. 14.15 SERVICE OF DOCUMENTS. Any pleading, notice or other document required by the Plan to be served on or delivered to the following parties shall be sent by first class U.S. mail, postage prepaid to: 39 Venture Delaware: with copies to: Venture Holdings Company, LLC Foley & Lardner 33662 James J. Pompo Dr. P.O. Box 278 150 W. Jefferson, Suite 1000 Fraser, MI 48026 Detroit, MI 48226 Attn: James E. Butler, Jr. Attn: Judy A. O'Neill, Esq. Laura J. Eisele, Esq. Winget: with copies to: Mr. Larry Winget Greenberg Traurig, PC 33662 James J. Pompo Dr. 77 West Wacker Drive, Suite 2500 Fraser, MI 48026-0278 Chicago, IL 60601 Attn: Nancy Mitchell,Esq. Nancy Peterman, Esq. and Allard & Fish PC 2600 Buhl Building 535 Griswold St. Detroit, MI 48226 Attn: Ralph McKee, Esq. Pre-Petition Agent: with copies to: Bank One, N.A. Sidely Austin Brown & Wood LLP One Bank One Plaza Bank One Plaza Chicago, IL 60170 Chicago, IL 60603 Attn: Linda Thompson Attn: Larry J. Nyhan, Esq. Creditors' Committee: with copies to: AIG Global Investment Corp. Akin Gump Strauss Hauer & Feld LLP 1999 Avenue of the Stars, 34th Fl. 590 Madison Avenue Los Angeles, CA 90067 New York, NY 10022 Attn: Thomas Musante, Chairperson Attn: Fred S. Hodera, Esq. and Pepper Hamilton, LLP 100 Renaissance Center, Suite 3600 Detroit, MI 48243-7110 Attn: I. William Cohen, Esq. 40 14.16 NO ADMISSIONS. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by any Person with respect to any matter set forth herein. 14.17 FILING OF ADDITIONAL DOCUMENTS. On or before the Effective Date, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. 14.18 SUBSTANTIAL CONSUMMATION. Substantial consummation of the Plan under Section 1101(2) of the Bankruptcy Code shall not be deemed to occur, the Case shall remain open and not be deemed fully administered, and no final decree closing this Case shall be entered pursuant to Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, until the Effective Date, at the earliest. (SIGNATURES APPEAR ON FOLLOWING PAGE) 41 EXHIBIT A FORM OF AMENDED OPERATING AGREEMENT TO BE FILED BY THE EXHIBIT FILING DATE Exhibit A - Page 1 EXHIBIT B AVOIDANCE ACTIONS TO BE FILED BY THE EXHIBIT FILING DATE Exhibit B - Page 1 EXHIBIT C CAUSES OF ACTION TO BE FILED BY THE EXHIBIT FILING DATE Exhibit C - Page 1 EXHIBIT D CONTRIBUTION AGREEMENT Exhibit D - Page 1 EXECUTION COPY ================================================================================ CONTRIBUTION AGREEMENT among LARRY J. WINGET AND THE LARRY J. WINGET LIVING TRUST, THE OTHER TRANSFERORS NAMED HEREIN, and VENTURE HOLDINGS COMPANY LLC AND ITS DOMESTIC SUBSIDIARIES Dated as of September 22, 2003 ================================================================================ EXECUTION COPY TABLE OF CONTENTS Article I DEFINITIONS .......................................................................... 2 Section 1.1 Definitions ............................................................... 2 Article II CONTRIBUTION OF ASSETS .............................................................. 10 Section 2.1 Contribution of Equity Interests and Transferred Assets ................... 10 Article III ASSUMPTION OF LIABILITIES .......................................................... 10 Section 3.1 Assumed Liabilities ....................................................... 10 Article IV CONSIDERATION AND PAYMENT ........................................................... 11 Section 4.1 Consideration ............................................................. 11 Article V RECEIVABLES .......................................................................... 11 Section 5.1 Related Party Receivables and Payables .................................... 11 Article VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRANSFERORS ........................ 11 Section 6.1 Representations and Warranties of the Transferors ......................... 11 Section 6.2 Covenants of the Transferors .............................................. 24 Article VII REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENTURE HOLDINGS ...................... 29 Section 7.1 Representations and Warranties of Venture Holdings ........................ 29 Section 7.2 Venture Holdings Covenants ................................................ 30 ARTICLE VII-A MUTUAL COVENANTS OF THE PARTIES .................................................. 30 Section 7.1A Mutual Covenants ......................................................... 30 Article VIII LEASE ESCROW ...................................................................... 32 Section 8.1 Leases .................................................................... 32 Article IX CONDITIONS TO CLOSING ............................................................... 33 Section 9.1 Joint Conditions to the Obligations of the Transferors and Venture Holdings 33 Section 9.2 Conditions to Obligations of the Transferors .............................. 34 Section 9.3 Conditions to Obligations of Venture Holdings ............................. 35 Article X TERMINATION .......................................................................... 37 Section 10.1 Termination .............................................................. 37 Section 10.2 Effect of Termination .................................................... 38 Article XI INDEMNIFICATION ..................................................................... 38 Section 11.1 Indemnification from the Transferors ..................................... 38 Section 11.2 Limitations on Transferors' Indemnification Obligations .................. 39 Section 11.3 Indemnification from Venture Holdings .................................... 40 Section 11.4 Mitigation ............................................................... 40 Section 11.5 Calculation of Losses .................................................... 40 Section 11.6 Procedures Relating to Indemnification for Third Party Claims ............ 40 Section 11.7 Other Claims ............................................................. 41 Section 11.8 Knowledge ................................................................ 42 Article XII MISCELLANEOUS PROVISIONS ........................................................... 42 Section 12.1 Amendment ................................................................ 42 Section 12.2 Survival of Representations, Warranties and Agreements ................... 42 Section 12.3 Access to Records After Closing Date; Disposal of Records ................ 42 Section 12.4 Governing Law ............................................................ 42 Section 12.5 Notices .................................................................. 42
i EXECUTION COPY Section 12.6 Severability of Provisions ............................................... 44 Section 12.7 Assignment ............................................................... 44 Section 12.8 Further Assurances ....................................................... 44 Section 12.9 No Waiver; Cumulative Remedies ........................................... 45 Section 12.10 Specific Performance .................................................... 45 Section 12.11 Counterparts ............................................................ 45 Section 12.12 Binding Effect; Third-Party Beneficiaries ............................... 45 Section 12.13 Merger and Integration .................................................. 45 Section 12.14 Consent to Jurisdiction ................................................. 46 Section 12.15 Headings ................................................................ 46 Section 12.16 Tax Matters ............................................................. 46 Section 12.17 Release ................................................................. 47 Section 12.18 Schedules and Exhibits .................................................. 48 Section 12.19 Plan to Control ......................................................... 48
ii EXECUTION COPY EXHIBIT LIST Exhibit A - Winget Entities Exhibit B - Transferring Winget Entities Exhibit C - [Intentionally Omitted] Exhibit D - Retained Property (including Retained Entities) Exhibit E - Transferred Winget Entities Exhibit F - Transferred Assets Exhibit G - [Intentionally Omitted] Exhibit H - Harper Lease Exhibit I - Masonic Lease Exhibit J - Equipment Usage Agreement Exhibit K - Escrow Agreement Exhibit L - Form of Confirmation Order Exhibit M - Employment Agreement Exhibit N - Form of Operating Agreement iii EXECUTION COPY SCHEDULES Schedule 1.1 - Permitted Liens Schedule 4.1 - Allocation of Winget Interests Disclosure Schedule iv EXECUTION COPY CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT, dated as of September 22, 2003 (the "Agreement"), is made among Larry J. Winget ("Larry J. Winget") and the Larry J. Winget Living Trust (together with Larry J. Winget, "Winget"), as first parties, the Transferring Winget Entities (as defined herein), as second parties, and Venture Holdings Company, LLC, a Michigan limited liability company ("Venture Holdings") and its domestic subsidiaries (collectively with Venture Holdings, the "Debtors"), as third parties. Winget and the Transferring Winget Entities are sometimes referred to herein as the "Transferors". A. Winget, directly or indirectly, is the sole record and beneficial owner of various entities, defined in Section 1.1 as the Winget Entities, which conduct business with the Venture Entities. Winget, directly or indirectly, is also the sole record and beneficial owner of the Venture Entities. B. In connection with the restructuring of the debt obligations of the Debtors pursuant to the Plan (as herein defined), the Debtors desire that the ownership of certain of the Winget Entities (which are defined in Section 1.1 as the "Transferred Winget Entities"), and certain assets and/or property currently used in or related to the Business of the Transferring Winget Entities and listed on Exhibit F attached hereto (the "Transferred Assets"), be combined with the ownership of the Venture Entities under a single entity, all of the common equity of which shall be owned by the Transferors. C. In order to effect the transfer of ownership described in Recital B, after the date hereof and prior to the Closing Date, as herein defined, Venture Holdings shall cause Venture Companies, LLC ("Venture Delaware") to be organized under the Delaware Limited Liability Company Act. On the terms and subject to the conditions herein contained, on the Closing Date the Transferors shall transfer or cause to be transferred to Venture Delaware their entire right, title and interest in and to the Transferred Winget Entities and the Transferred Assets, and Venture Holdings shall cause Venture Delaware to assume certain liabilities of the Transferors and issue to the Transferors the Winget Interests (as herein defined). Pursuant to the Plan, all of the equity interests in Venture Holdings shall be transferred to Venture Delaware. D. It is the intent of the parties that the Transferors shall transfer their entire right, title and interest in and to the Transferred Winget Entities and Transferred Assets to Venture Delaware, which will be taxed as a partnership, in exchange for certain interests in Venture Delaware and that such contributions of property to Venture Delaware will qualify for non-recognition treatment under Section 721 of the Internal Revenue Code of 1986, as amended (the "Code") All aspects of the contributions of property and any assumption of any liability shall be implemented and construed in accordance with the intent to qualify for Section 721 non-recognition treatment. E. The Debtors will complete the preparation of, and file, the Plan promptly after the execution of this Agreement and in reliance hereon. Subject to the terms and conditions set forth in this Agreement and the Plan, the Transferors will support the Plan and the Debtors will proceed with the Plan. 1 EXECUTION COPY In consideration of the premises and the mutual agreements set forth herein, it is hereby agreed by and between the Transferors and the Debtors as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. All capitalized terms used herein shall have the meanings specified herein and shall include in the singular number the plural and in the plural number the singular. "Actual Tax Amount" is defined in Section 6.2(k). "Agent" shall mean Bank One, N.A., as administrative agent for the Pre-Petition Lenders. "Agreement" is defined in the Preamble. "Alabama Project" means that project anticipated to be developed and built for the purpose of supplying parts to Hyundai Motor Manufacturing Alabama, LLC from a site in Alabama. "Assumed Liabilities" is defined in Section 3.1(a). "Audited Venture Financial Statements" is defined in Section 6.1(x). "Audited South Africa/Australia Financial Statements" is defined in Section 6.1(t). "Australia" means Venture Asia Pacific (Pty.) Ltd. and its subsidiaries. "Bankruptcy Code" means The Bankruptcy Reform Act of 1978, as amended from time to time. "Bankruptcy Court" means the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division. "Bank Steering Committee" means the steering committee formed by the Agent under the Existing Bank Facility, as constituted from time to time. "Business" means (i) with respect to the Venture Entities, the supply, design, system integration and manufacture of interior and exterior plastic components, modules and systems for the automotive industry, (ii) with respect to the Winget Entities (other than South Africa and Australia), the ownership of real estate, machinery and equipment and intellectual property and the performance of manufacturing related and administrative services (including design work and tooling) and marketing formats integral to the supply, design, system integration and manufacture of interior and exterior plastic components, modules and systems for the automotive industry, and (iii) with respect to South Africa and Australia, the supply, design, system integration and manufacture of interior and exterior plastic components, modules and systems for the automotive industry. 2 EXECUTION COPY "Cancelled Sales Representation Agreements" means that certain Sales Representation Agreement effective as of January 1, 1991 between Venture Industries Corporation and VSE, and any amendments thereto; that certain Sales Representation Agreement effective as of January 1, 1991 by and between Vemco, Inc. and VSE, and any amendments thereto; and that certain Sales Representation Agreement effective as of January 1, 1999 by and between Venture Holdings Corporation and VSE, and any amendments thereto. "Cap" is defined in Section 11.2(a). "Closing Date" means the date on which the transactions contemplated hereunder shall occur, which shall be a date within three business days after the Plan has become effective by its terms and all other conditions set forth in Article IX have been satisfied or waived by the parties. For the purposes of this Agreement, the transactions to occur on the Closing Date shall be deemed to have occurred on 12:01 a.m. on the Closing Date. "Code" is defined in the Preamble. "Common Membership Interests" means the common equity interests in Venture Delaware. "Confirmation Order" means an order confirming the Plan in the form agreed to in accordance with Sections 7.1A(a)(i) and 9.1(d) and which when mutually agreed to shall be attached to this Agreement as Exhibit L. "Creditors' Committee" means the official committee of unsecured creditors appointed pursuant to Section 1102(a) of the Bankruptcy Code in the case under chapter 11 of the Bankruptcy Code commenced by the Debtors on March 28, 2003 in the Bankruptcy Court, styled In re: Venture Holdings Company, LLC., et al. and bearing case number 03-48939. "Creditors' Trust" means the trust which is created pursuant to the Plan to be administered by the trustee thereof with the advice and/or direction of a trust advisory board, all as more specifically set forth in the Plan. "Creditors' Warrant" means a warrant to be issued to the Creditors' Trust to acquire, for nominal consideration, a percentage of Common Membership Interests of Venture Delaware in accordance with the Plan. "Debtors" is defined in the Preamble. "Deductible" is defined in Section 11.2(a). "Deliverables" is defined in Section 6.2(g). "Deluxe" means Deluxe Pattern Corporation. "Disclosure Schedule" means the schedule delivered pursuant to Article VI. 3 EXECUTION COPY "Disclosure Statement" means the Disclosure Statement that relates to and accompanies the Plan, as it may be supplemented, amended or modified from time to time. "Discussion Term Sheet" means that certain Discussion Term Sheet dated as of July 31, 2003. "Distributed Amounts" is defined in Section 6.2(k). "Employee Benefit Plan" means each employee bonus, retirement, pension, profit sharing, stock option, stock appreciation, stock purchase, incentive, deferred compensation, hospitalization, medical, dental, vision, life and other health and disability (whether provided by insurance or otherwise), severance, termination and other plan, program, arrangement, policy or payroll practice providing any remuneration or benefits (other than current cash compensation), including without limitation, each employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is both (A) (i) maintained by any Winget Entity or any person, corporation, partnership, or other entity that would be aggregated with, or treated as the same employer as, any Winget Entity for any purpose under the Code or ERISA (an "ERISA Affiliate") or (ii) to which any Winget Entity or an ERISA Affiliate contributes or has contributed and (B) one under which any employee of any Winget Entity participates or had accrued any rights or under which any Winget Entity is liable in respect of an employee of any Winget Entity with respect to his or her employment with such Winget Entity, but excluding any Employee Benefit Plan maintained by a Venture Entity. "Employment Agreement" means an employment agreement (i) pursuant to which, among such other terms as are mutually agreed to, (A) commencing on (and effective only upon the occurrence of) the Closing Date, Venture Delaware shall employ Larry J. Winget as its non-executive chairman for a two year term, at a base salary of $600,000 per year, and (B) Larry J. Winget will be entitled to severance pay equal to one year's salary in the event of termination by Venture Delaware without just cause or by Larry J. Winget following a constructive termination; (ii) which is in the form agreed to in accordance with Section 7.1A(a)(iv) of this Agreement; and (iii) which when mutually agreed to shall be attached to this Agreement as Exhibit M. "Environmental Laws" is defined in Section 6.1(q). "Equipment Usage Agreement" is defined in Section 8.1(c). "Equity Interests" shall mean the capital stock, partnership interests, limited liability company interests, or other ownership interests in, the Transferred Winget Entities. "Escrow Agent" is defined in Section 8.1(d). "Escrow Agreement" is defined in Section 8.1(d). "Excepted Businesses" means Venture Alabama, LLC, Nova Industries, Inc., Universal Plastic Industries, Inc. (a/k/a Universal Venture Automotive), Satyam Venture Engineering Services and VIC Management, L.L.C. (to the extent of its current investment in Atlantic Automotive), in each case (excluding Venture Alabama, LLC) with respect to the business being 4 EXECUTION COPY conducted by such entities which is competitive with the Venture Business on the date hereof, only to the extent of such business as conducted on the date hereof; provided, however, that Venture Alabama, LLC shall only be deemed an "Excepted Business" if Larry J. Winget signs an option agreement (which includes a non-compete covenant) with respect to the acquisition by Venture Holdings of all of the membership interests in Venture Alabama, LLC within 2 weeks after the date hereof. "Excluded Liabilities" is defined in Section 3.1(b). "Existing Bank Facility" The obligations under the Credit Agreement among Venture Holdings as borrower, the Pre-Petition Lenders and Bank One, NA, as administrative agent, dated as of May 27, 1999, and all documents executed ancillary thereto, in each case as amended through the date hereof. "Exit Financing" means the exit financing facility obtained by the reorganized Debtors pursuant to Section 9.1(d). "Foreign Plan" means any plan, arrangement or contract or other program maintained by any Transferred Winget Entity outside of the United States for the purpose of providing or otherwise making available retirement or other benefits to employees, but excluding statutory plans. "GAAP" is defined in Section 6.1(u). "General Partners" is defined in Section 8.1(a). "Governmental Authority" means any government, any governmental entity, department, commission, board, agency or instrumentality and any court, tribunal or judicial or arbitral body whether federal, state, local or foreign. "Governmental Order" means any order, judgment, injunction, owner, stipulation, determination or award entered by or with any Governmental Authority. "Harper Lease" is defined in Section 8.1(a). "Harper Partners" is defined in Section 8.1(a). "Harper Property" shall mean the real estate commonly known as 34501 Harper, Mt. Clemens, Michigan. "Heavy" means Venture Heavy Machinery Limited Liability Company. "IAS" is defined in Section 6.1(t). "Income Tax" means any Tax based on or measured by income (including any franchise Tax which is so based). 5 EXECUTION COPY "Indemnifying Party" means a party to this Agreement having an obligation of indemnification pursuant to Article XI. "Indemnified Party" means a party to this Agreement who is entitled to receive indemnification pursuant to Article XI. "Indemnity Termination Date" is defined in Section 11.2(b). ""Interim Financial Statements" is defined in Section 6.1(y). "Knowledge" as applied to the Transferors, means those facts or circumstances actually known by Larry J. Winget, or any of Messrs. Krieger, Wilks, Hanson, Cane, Demiro or Walker, and, with respect to any entity organized under the laws of a country other than the United States, the directors and executive officers of such foreign entity, in each case, after due inquiry. "Knowledge", when applied to Venture Holdings, means those facts and circumstances actually known by Messrs. Butler, Bione, MacKenzie, or any member of the board of directors or managers of Venture Holdings (exclusive of Larry J. Winget), in each case after due inquiry. "Larry J. Winget" is defined in the Preamble. "Leases" is defined in Section 8.1(c). "Liabilities" is defined in Section 6.1(ff). "Liens" means any lien, security interest, or other charge or encumbrance of any kind, or any other type of preferential arrangement, or other encumbrance on title. "Limited Partners" is defined in Section 8.1(a). "Losses" mean any and all actions, costs, damages, disbursement, expense, liability, loss, deficiency, obligation, penalty or settlement of any kind or nature, including but not limited to, interest or other carrying costs, penalties, and reasonable legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, excluding any indirect or consequential damages (including diminution in value) except to the extent such damages are recovered by third parties. "Masonic Lease" is defined in Section 8.1(b). "Masonic Property" shall mean the real estate commonly known as 17085 Masonic, Fraser, Michigan. "Material Adverse Effect" means (i) with respect to the Winget Entities, a material adverse effect on the business, results of operations or financial condition of the Transferred Winget Entities and the Transferred Assets, taken as a whole and (ii) with respect to Venture Holdings, a material adverse effect on the business, results of operations or financial condition of the Venture Entities, taken as a whole. "Material Contract" is defined in Section 6.1(l). 6 EXECUTION COPY "Operating Agreement" means the operating agreement of Venture Delaware which (i) shall set forth the rights and preferences of the Common Membership Interests and the Preferred Membership Interests; (ii) is in the form agreed to in accordance with Section 7.1A(a)(iii) of this Agreement; and (iii) when mutually agreed to shall be attached to this Agreement as Exhibit N. "Organizational Documents" means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the articles of organization or certificate of formation and the operating agreement of a limited liability company; (c) the partnership agreement and any statement of partnership of a general partnership; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) the certificate of trust and the trust agreement of a trust; (f) any charter or similar document adopted or filed in connection with the creation, formation, or organization of an entity; (g) documents of a similar nature to the foregoing which relate to any foreign entity; and (h) any amendment to any of the foregoing, including without limitation the Operating Agreement. "Owned Real Property" is defined in Section 6.1(f). "PBGC" is defined in Section 6.1(k)(E). "Permitted Liens" means (x) Liens to be disclosed on Schedule 1.1, and (y) Liens existing on the date hereof and securing liabilities set forth in the Audited Venture Financial Statements, the Audited South Africa/Australia Financial Statements or the Interim Financial Statements. "PIM" is defined in Section 6.1(dd). "Plan" means that certain Debtors' Joint Plan of Reorganization, in the form agreed to in accordance with Section 7.1A(a)(ii) and filed with the Bankruptcy Court. "Post-Signing Scheduling Period" means (x) with respect to the Winget Entities other than South Africa and Australia, the period commencing on the date of this Agreement and terminating at 11:59 p.m. Eastern Standard Time on the date which is 21 days from the date hereof, and (y) with respect to South Africa and Australia, the period commencing on the date of this Agreement and terminating at 11:59 p.m. Eastern Standard Time on (1) with respect to information required to be disclosed pursuant to Section 6.1(l), the date which is 45 days from the date hereof, and (2) with respect to all other matters, the date which is 30 days from the date hereof. "Preferred Membership Interests" means the preferred membership interests in Venture Delaware to be issued to the Pre-Petition Lenders pursuant to the Plan. "Pre-Petition Lenders" means the financial institutions party to the Existing Bank Facility, as lenders, including Bank One, N.A., as the administrative agent thereunder, and their respective successors and assigns. "Real Property Leases" is defined in Section 6.1(g). "Release" is defined in Section 12.17(a). 7 EXECUTION COPY "Related Party Transaction" means a transaction between a Venture Entity or a Transferred Winget Entity, on the one hand, and Winget, a Retained Entity or an affiliate of Winget or a Retained Entity (other than Venture Entities or Transferred Winget Entities), on the other hand. "Released Claims" is defined in Section 12.17(a). "Released Parties" is defined in Section 12.17(a). "Releasing Party" is defined in Section 12.17(a). "Relevant Date" is defined in Section 6.2(f). "Restricted Period" is defined in Section 6.2(f). "Restructuring Professionals" means the financial advisors, accountants, lawyers and investment bankers retained by any Venture Entity in connection with the restructuring of the Debtors. "Retained Entity" shall mean (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or indirectly, wholly or partially, by Winget or members of his family and which are listed on Exhibit D, and (y) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting business with the Venture Entities. "Retained Property" means the assets, rights, properties and goodwill of the Transferors listed on Exhibit D hereto and the Retained Entities as listed on Exhibit D. "Review Period" is defined in Section 6.2(g). "South Africa" means Venture Otto South Africa (Pty.) Ltd. "Subsequent Financial Statements" is defined in Section 6.1(v). "Taxes" means all taxes, charges, fees, levies or other assessments including income, excise, property, transfer, payroll, withholding, employment, value added, capital, net worth, estimated, sales, use and franchise taxes, imposed by the United States, or any state, county, local or foreign government or subdivision or agency thereof, and including any interest, penalties or additions attributable thereto, whether or not disputed. "Termination Date" is defined in Section 10.1. "Third Party Claim" means a claim or demand made by any third person against an Indemnified Party for which indemnification is required to be made under Article XI. "Transferors" is defined in the Preamble. 8 EXECUTION COPY "Transferred Assets" shall mean those assets and properties of the Transferors listed on Exhibit F attached hereto. "Transferred Winget Entities" shall mean those entities listed on Exhibit E attached hereto (including each subsidiary of such entity, whether or not listed thereon). For purposes of Article V, Sections 6.1, 7.2(a) and 9.2(d), each reference to Transferred Winget Entities shall be deemed to include VSE. "Transferring Winget Entities" shall mean those entities listed on Exhibit B attached hereto. "Unit Trust" is defined in Section 6.1(dd). "Venco" is defined in Section 6.1(dd). "Venture B Assets" shall mean all assets (net of all liabilities) of Peguform GmbH & Co., K.G. and related entities located in Germany, Spain, Mexico and Brazil. "Venture Business" is defined in Section 6.2(f). "Venture Delaware" is defined in the Preamble. "Venture Entities" means Venture Holdings and its subsidiaries. "Venture Holdings" is defined in the Preamble. "Venture Indemnified Parties" is defined in Section 11.1(a). "Venture Industries" is defined in Section 8.1(a). "VIC Receivable" is defined in Section 3.1(b). "VSE" means Venture Sales & Engineering Corp. "VSE Receivable" is defined in Section 3.1(b). "Winget" is defined in the Preamble. "Winget Assets" means (x) all of the assets and properties of the Transferred Winget Entities and (y) the Transferred Assets. "Winget Entities" means the entities listed in Exhibit A attached hereto, including the Transferred Winget Entities. "Winget Entities Financial Statements" is defined in Section 6.1(u). "Winget Indemnified Parties" is defined in Section 11.3. "Winget Interests" is defined in Section 4.1. "2002 Financial Statements" is defined in Section 6.1(z). 9 EXECUTION COPY ARTICLE II CONTRIBUTION OF ASSETS Section 2.1 Contribution of Equity Interests and Transferred Assets. (a) Pursuant to the Plan, and upon the terms and subject to the conditions set forth herein and in the Plan, on the Closing Date the Transferors shall assign, transfer and convey to Venture Delaware and Venture Holdings shall cause Venture Delaware to accept from the Transferors, all of the Transferors' right, title and interest in, to and under the Equity Interests and the Transferred Assets, free and clear of all Liens except Permitted Liens. (b) Each Transferor agrees that, at its own expense, it will promptly execute and deliver all instruments and documents and take all actions as may be reasonably necessary or as Venture Holdings or Venture Delaware may reasonably request in order to perfect or protect the interest of Venture Delaware in the Equity Interests and Transferred Assets transferred hereunder by such Transferor or to enable Venture Delaware to exercise or enforce any of its rights hereunder. ARTICLE III ASSUMPTION OF LIABILITIES Section 3.1 Assumed Liabilities. (a) Pursuant to the Plan, and upon the terms and subject to the conditions set forth herein, on the Closing Date, Venture Holdings shall cause Venture Delaware to assume and agree to pay or otherwise discharge only those obligations or liabilities (w) that first arise after the Closing Date under any contracts or agreements included in the Transferred Assets, (x) with respect to Transferred Assets consisting of accrued real estate and personal property taxes that are not yet due and owing, and (y) with respect to VSE, accrued payroll expenses of any employee of VSE who accepts an offer of employment made by Venture Holdings, in its sole discretion, and to the extent reflected in the financial statements of VSE to be delivered pursuant to Section 6.1(v) or arising in the ordinary course of business after the dates of such financial statements, but, in each case, excluding the Excluded Liabilities (the "Assumed Liabilities"). The terms of employment with respect to any employee of VSE to whom an offer of employment is made by Venture Holdings, including without limitation with respect to compensation and fringe benefits, shall be consistent with those applicable to employees of the Venture Entities having similar responsibilities and seniority. The parties acknowledge that the Transferred Winget Entities shall continue to be obligated for their respective obligations and liabilities except to the extent such obligations or liabilities constitute Excluded Liabilities or are otherwise subject to the Transferors' indemnity obligation as set forth in Section 11.1. (b) Venture Delaware shall not assume and the Transferred Winget Entities shall not be liable following the Closing Date for: (u) that certain liability of Heavy to VSE (the "VSE Receivable"), which as of July 31, 2003 was in the approximate amount of $930,974, in such amount as may exist on the Closing Date, and that certain liability of Heavy to VIC 10 EXECUTION COPY Management, L.L.C. (the "VIC Receivable"), which as of July 31, 2003, was in the approximate amount of $2,245,385, in such amount as may exist on the Closing Date; (v) that certain liability of VSE to a former sales representative reflected on the books and records of VSE of approximately $150,000, (w) Taxes that are the obligation of the Transferors pursuant to Section 12.16; (x) obligations and liabilities which are subject to the Transferors' indemnity obligation as set forth in Section 11.1; (y) obligations and liabilities to the extent relating to or arising or resulting from the Retained Property; or (z) obligations and liabilities relating to employment of Larry J. Winget or his family members by any Winget Entity (collectively, the "Excluded Liabilities"). ARTICLE IV CONSIDERATION AND PAYMENT Section 4.1 Consideration. The consideration for the Transferred Winget Entities and Transferred Assets conveyed as of the Closing Date to Venture Delaware by the Transferors under this Agreement, and the other covenants of the Transferors set forth herein, shall be (a) the delivery to the Transferors of 100% of the Common Membership Interests of Venture Delaware (the "Winget Interests"), and (b) the assumption of the Assumed Liabilities by Venture Delaware. The Winget Interests shall be allocated among the Transferors as set forth in Schedule 4.1. Venture Holdings shall cause Venture Delaware to issue the Winget Interests to the Transferors. ARTICLE V RECEIVABLES Section 5.1 Related Party Receivables and Payables. Each Debtor acknowledges that as of the date hereof and/or as of the Closing Date, it may owe certain amounts to a Transferor, a Retained Entity or a Transferred Winget Entity. To the extent that amounts are determined by final order of the Bankruptcy Court to be owed by (a) the Transferred Winget Entities (or any of them) to the Debtors (taking into account all defenses, offsets, counterclaims and similar rights), (b) the Transferors or Retained Entities (or any of them) to the Debtors (taking into account all defenses, offsets, counterclaims and similar rights), or (c) the Debtors (or any of them) to the Transferred Winget Entities, the Transferors or the Retained Entities (taking into account all defense, offsets, counterclaims and similar rights) such amounts, in each case, shall be factored into the determination of the value of the Creditors' Warrant or shall be factored into the amounts available in the Creditors' Trust, as the case may be, pursuant to the terms of the Plan. Except as expressly provided herein, the rights of the Transferors, the Transferred Winget Entities and the Retained Entities shall not be impaired or affected by this Article 5. ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRANSFERORS Section 6.1 Representations and Warranties of the Transferors. The Transferors jointly and severally make the representations and warranties set forth in this Section 6.1. Subject to Section 12.18, all of such representations and warranties shall be qualified by the matters contained in the schedule to be delivered by the Transferors pursuant to Section 6.2(g), 11 EXECUTION COPY and identified as the Disclosure Schedule. All such matters shall be identified so as to correspond to the paragraphs of this Section 6.1 to which such matters relate. Upon delivery of the Disclosure Schedule, all of the representations and warranties herein contained shall be deemed to have been made as of the date of delivery of the Disclosure Schedule, and all future tense references in this Article VI to matters to be disclosed in the Disclosure Schedule shall at the time of delivery thereof be read in the present tense: (a) Organization and Qualification. Each of the Winget Entities is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation or organization and has all requisite corporate or company power and authority to own, lease and operate its properties and assets and to carry on its Business as now being conducted. Each of the Winget Entities is duly qualified to transact business, and is in good standing, in each jurisdiction where the nature of its activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. The Larry J. Winget Living Trust has been duly created and is validly existing under the laws of Michigan. (b) Power and Authority; Enforceability. Each of the Transferors has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance by each of the Transferors of this Agreement have been duly authorized by all necessary corporate, company, trust or other action on the part of each Transferor. This Agreement constitutes the legal, valid and binding obligation of each Transferor, enforceable against it or him (as the case may be) in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies. (c) No Conflict or Violation. The execution, delivery and performance of this Agreement and the consummation by the Transferors of the transactions contemplated hereby do not (a) violate any provision of the Organizational Documents of the Transferors or (without duplication) the Winget Entities, (b) violate, conflict with or result in a breach of or constitute a default under, any term, condition, or provision of any Material Contract or any material contract by which any Transferor is bound, (c) violate any law, ordinance, code, rule, regulation, order, judgment, injunction, award or decree of any Governmental Authority applicable to any Transferor, Transferred Winget Entities or the Transferred Assets. (d) Third-Party Consents. No consent, authorization or approval of, and no registration or filing with, any third parties or any Governmental Authority, is required for the execution, delivery and performance of this Agreement by the Transferors and the consummation of the transactions contemplated hereby. (e) Title. The Transferred Winget Entities have good and marketable title to all of the Winget Assets owned by them, or a valid leasehold interest in or license to use, all of the Winget Assets leased or licensed to them, in each case free and clear of all Liens of any nature whatsoever, except for Permitted Liens. Each Transferor (or Transferred Winget Entity, as the case may be) is the record and beneficial owner of, and has good and marketable title to, the Equity Interests of the Transferred Winget Entity of which it is the owner, or of the Transferred 12 EXECUTION COPY Assets of which it is the owner (as the case may be), free and clear of all Liens of any nature whatsoever, except for Permitted Liens. (f) Owned Real Property. The Disclosure Schedule shall contain a correct and complete list of all real property owned of record or beneficially by the Winget Entities or Winget and which constitutes Winget Assets (the "Owned Real Property"). Except as set forth on the Disclosure Schedule: (i) there are no pending or, to the Knowledge of the Transferors, threatened condemnation proceedings, lawsuits or administrative actions relating to the Owned Real Property, which would be reasonably likely to have a material adverse effect on the use in the Business, or the value, of the Owned Real Property; (ii) all facilities located on the Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities, all of which services are adequate for the current operations thereof and are in accordance, in all material respects, with all applicable laws, ordinances, rules and regulations; and (iii) to the Knowledge of the Transferors, no Transferor has received any written notice for any material assessment for public improvements against any of the Owned Real Property which remains unpaid. (g) Leased Real Property. The Disclosure Schedule shall contain a correct and complete list of all leases for real property leased (as lessor or lessee) by the Transferred Winget Entities or which constitute Transferred Assets (the "Real Property Leases"). The Real Property Leases are valid, binding and enforceable against the Winget Entities party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies, and are in full force and effect. There is no default thereunder by the Winget Entity party thereto, which default would be reasonably likely to have a Material Adverse Effect; and no event has occurred which with notice or lapse of time or both, would constitute a default by the Winget Entity party thereto, which default would be reasonably likely to have a Material Adverse Effect. No Winget Entity has assigned, pledged, encumbered or sublet its interest in any Real Property Lease. (h) Leased Personal Property. The Disclosure Schedule shall contain a correct and complete list of all leases and other agreements under which Winget or any Winget Entity leases, holds or operates any tools, furniture, machinery, equipment, vehicles or other personal property owned by any other person and which is used in the conduct of the Business by Winget or such Winget Entity and which has an annual rental obligation in excess of $50,000. All of such leases and agreements are valid, binding and enforceable against Winget or the Winget Entity party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies, and are in full force and effect. There is no default thereunder by Winget or the Winget Entity party thereto, which default would be reasonably likely to have a Material Adverse Effect; and no event has occurred which, with notice or lapse of time or both, 13 EXECUTION COPY would constitute a default by Winget or the Winget Entity party thereto, which default would be reasonably likely to have a Material Adverse Effect. (i) Intellectual Property. (i) To the Knowledge of the Transferors, there are no United States or other foreign patents or patent applications the claims of which prevent or would prevent Venture Holdings from operating the Winget Assets or the Business of any Transferred Winget Entities as currently operated. (ii) There are no claims or demands of any other person, firm or corporation pertaining to any of the intellectual property contained in the Winget Assets, and no proceedings have been instituted, are pending, or to the Knowledge of the Transferors, are threatened, which challenge any of the Winget Entities' rights in respect thereto, and none is subject to any outstanding order, decree, judgment or stipulation. To the Knowledge of the Transferors, the operation of the Business of the Transferred Winget Entities and the Transferring Winget Entities does not infringe the intellectual property rights of any other person, firm or corporation. (iii) The Disclosure Schedule shall contain a true and complete list of all license agreements whereby (x) intellectual property is licensed to a Transferred Winget Entity, or constitutes a Transferred Asset, and (y) the annual expense under such license exceeds $50,000. (iv) The Transferred Winget Entities and the Transferring Winget Entities, taken as a whole, exclusively own or possess adequate licenses or other rights to use all patents, patent applications, trademarks, trade secrets, trade names, copyrights, formulae, production outlines, computer programs, software, production development records and other proprietary information used by the Transferred Winget Entities and the Transferring Winget Entities. All of the foregoing are included in and are a part of the Winget Assets. (j) Employment Matters. With respect to the employees of the Transferred Winget Entities: (i) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the Knowledge of the Transferors, threatened; (ii) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the employees of any Transferred Winget Entity is pending or, to the Knowledge of Transferors, threatened; (iii) no Transferred Winget Entity is a party to or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, wages, hours, and terms and conditions of employment with respect to its Business; 14 EXECUTION COPY (iv) each Transferred Winget Entity has paid in full, or accrued in the financial statements referenced in Section 6.1(t) and 6.1(u), to all employees of such Transferred Winget Entity, all wages, salaries, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law; (v) no Transferred Winget Entity is a party to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of any of its employees nor is any such contract or agreement presently being negotiated; and (vi) no Transferred Winget Entity is a party to any written employment agreement or consulting agreement (other than at-will employment arrangements), involving annual payments of $50,000 or greater, with any person or entity, nor is any such contract or agreement presently being negotiated. (k) Employee Benefit Plans. (i) The Disclosure Schedule shall set forth all Employee Benefit Plans maintained or contributed to by each Winget Entity or to which each Winget Entity is obligated to contribute, including each "multiemployer plan" (as such term is defined in Section 3(37) of ERISA) and a list of all Foreign Plans. With respect to the Employee Benefit Plans: A. no transaction or arrangement has occurred with respect to any Employee Benefit Plan that is a "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code; B. there has been no "reportable event" within the meaning of Section 4043 of ERISA and not excepted by the regulations thereunder, nor within the past six years has any event described in Section 4062, 4063 or 4041 of ERISA occurred; C. each Employee Benefit Plan has been duly established, and each Employee Benefit Plan and related trust or other funding agreements and the administration and funding thereof are currently, and have been at all times in the past, in compliance in all material respects with the requirements of applicable laws (including ERISA and the Code) and in compliance with the terms of such plans, trust agreements and any applicable collective bargaining agreements, and all returns, reports, notices and applications relating to each Employee Benefit Plan required by any governmental entity have been timely filed; D. all contributions or premiums required to be made and all employee contributions required to be withheld on or before the date hereof to or in respect of each Employee Benefit Plan under the terms of such plan, ERISA, the Code or other applicable law and applicable collective bargaining agreements have been made on or before their due dates or timely withheld, and no Taxes, penalties or fees are due and payable under or in respect of any such plan; 15 EXECUTION COPY E. no Transferred Winget Entity has incurred any liability (except for premiums) to the Pension Benefit Guaranty Corporation ("PBGC") which has not been discharged; F. no Employee Benefit Plan is a multiemployer plan, a defined benefit plan subject to Section 412 of the Code or Title IV of ERISA or a defined contribution plan intended to qualify under Section 401(a) of the Code; G. with respect to any Employee Benefit Plan that is a multiemployer plan, (a) no Transferred Winget Entity or ERISA Affiliate has incurred any liability under Title IV of ERISA as a result of any withdrawal from any such plan, (b) no Transferred Winget Entity or ERISA Affiliate has received any notice from any such plan that the plan is in reorganization or is insolvent, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that such plan intends to terminate or has terminated, and (c) no event has occurred that would result in any such withdrawal liability; H. each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code (i) is so qualified and each trust for such plan is tax-exempt under Section 501(a) of the Code and no event has occurred or circumstance exists that will give rise to the disqualification of the plan or loss of tax-exempt status of the trust, and (ii) has received a favorable determination letter (or advisory or opinion letter, as applicable) from the Internal Revenue Service (or it is within the remedial amendment period for the filing of an application therefor) on the qualified status of the plan that covers all tax-qualification requirements required under the Code to be stated in the Employee Benefit Plan as of the Closing Date, and no such letter has been revoked. (ii) Neither the execution of this Agreement or the completion of the transactions contemplated hereby will, whether alone or in combination with any other event or circumstance, notice or lapse of time: (i) result in any payment (including any change of control, severance or termination payment) becoming due or potentially becoming due under any Employee Benefit Plan or any agreement with any director, officer or employee of any Transferred Winget Entity; (ii) increase any benefits otherwise payable under any Employee Benefit Plan or any such agreement; or (iii) result in the acceleration of the time of payment or vesting of any such benefits or any such plan or agreement. (iii) There are no actions, suits, claims or proceedings (other than routine claims for benefits), whether in equity or at law, or examinations or investigations by any Governmental Authority pending or, to the knowledge of the Transferors, threatened against or with respect to any Employee Benefit Plan or any assets of any such Employee Benefit Plan. (iv) Each Foreign Plan is in compliance in all material respects with the provisions of all laws applicable to such Foreign Plan and each Foreign Plan has accrued or otherwise taken into account on its books and records all liabilities required to be accrued or otherwise taken into account under the applicable law with respect to such Foreign Plan. All 16 EXECUTION COPY material liabilities with respect to each Foreign Plan have been paid when due. All required employer contributions under each Foreign Plan have been made and each Foreign Plan has been funded in accordance with the terms of such Foreign Plan and in compliance in all material respects with all applicable law. All material reports or other documents with respect to each Foreign Plan required by applicable law have been timely filed with the appropriate Governmental Authority, where the failure to file such reports or documents would be reasonably likely to have a Material Adverse Effect. There are no actions, suits or claims pending (other than routine claims for benefits in the ordinary course), with respect to any Foreign Plans. (l) Material Contracts. Except for (1) contracts and agreements addressed in other subsections of this Section 6.1, (2) purchase orders and sales orders in an amount not to exceed $100,000 per order and (3) any contract which is between a Transferor or Transferred Winget Entity, on the one hand, and a Venture Entity, on the other hand, no Transferor (with respect to a Material Contract (as defined below) which is a Transferred Asset) or Transferred Winget Entity is a party to any outstanding: (i) commitment, contract, or agreement involving an obligation or liability on the part of such Transferred Winget Entity of more than (A) $50,000 in the case of a Transferred Winget Entity conducting business in the United States, and (B) $100,000 in the case of a Transferred Winget Entity located in a jurisdiction outside of the United States (excluding, in each case, orders for the purchase of standard products from or by such Transferred Winget Entity accepted in the ordinary course of business and providing for prevailing prices and customary conditions of sale); (ii) agreement, contract or commitment containing any non-competition, confidentiality or other limitations restricting the conduct of the Business of any Transferred Winget Entity; (iii) agreement or contract relating to the mortgaging, pledging or the placing of a Lien on any of the Winget Assets; (iv) note, debenture, bond, equipment trust agreement, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money or guarantee, pledge or undertaking of the indebtedness of any other person; (v) partnership, joint venture or similar agreement; (vi) any agreement entered into relating to the acquisition or disposition of businesses, product lines or assets, except those agreements entered into in the ordinary course of business; (vii) any other agreement which (A) was not entered into in the ordinary course of business which, by its terms, involves a liability of any Transferred Winget Entity in excess of $100,000; (B) is material to the operations or business prospects of the Business of any Transferred Winget Entity; or (C) is included in the Transferred Assets (the foregoing, and the 17 EXECUTION COPY contracts and agreements addressed in other subsections of this Section 6.1, are referred to herein, collectively, as the "Material Contracts", and each individually as a "Material Contract"). Each of the Material Contracts is valid and binding on the Transferred Winget Entity or any Transferor (with respect to each Material Contract that is a Transferred Asset) which is a party thereto and enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies. No Transferred Winget Entity or Transferor (with respect to each Material Contract that is a Transferred Asset) is, nor, to the Transferors' Knowledge, is any other party to any of the Material Contracts, in default thereunder, which default would be reasonably likely to have a Material Adverse Effect; and (ii) to the Transferors' Knowledge, no condition exists which with notice or lapse of time or both would constitute a default by any Transferred Winget Entity or Transferor (with respect to each Material Contract that is a Transferred Asset) under any Material Contract, which default would be reasonably likely to have a Material Adverse Effect. True and complete copies of all Material Contracts have been made available to Venture Holdings. (m) Tax Returns and Taxes. (i) Each of the Transferred Winget Entities and each Transferring Winget Entity (with respect to the Transferred Assets) has duly filed (or caused to be filed) all returns of Taxes required to be filed by it, and each of the Transferred Winget Entities and Transferring Winget Entities (with respect to the Transferred Assets) has paid all Taxes for all periods covered by such returns. Such returns of Taxes are true, correct, and complete in all material respects. (ii) No action or proceeding for the assessment or collection of any Taxes is pending or proposed against any of the Transferred Winget Entities or any Transferring Winget Entities (with respect to the Transferred Assets), and no deficiency, assessment or other claim for any Taxes has been asserted or made against any of the Transferred Winget Entities or Transferring Winget Entities (with respect to the Transferred Assets) that has not been fully paid. No issue has been raised by any taxing authority in connection with an audit or examination of any return of Taxes which has not been resolved or for which, if not resolved, adequate reserves are not maintained. No Transferred Winget Entity or Transferring Winget Entity (with respect to the Transferred Assets) has agreed, nor is required, to include in income any adjustment pursuant to Section 481(a) of the Code (or comparable state or foreign law or regulations) by reason of a change in accounting method or otherwise. There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for the assessment or collection of Taxes for any Transferred Winget Entity or Transferring Winget Entity (with respect to the Transferred Assets) for any period. No Transferred Winget Entity or Transferring Winget Entity has, with regard to any assets or property held by any Transferred Winget Entity or with respect to the Transferred Assets, filed a consent to the application of Section 341(f)(2) of the Code (or comparable state or foreign law or regulations). No Transferred Winget Entity or Transferring Winget Entity (with respect to the Transferred Assets) has received any reports or other written assertions by agents of any taxing authority of any deficiencies or other liabilities for Taxes with respect to taxable periods for which the limitations period has not run. All Taxes of the Transferred Winget Entities (including South Africa and Australia) which have been assessed but 18 EXECUTION COPY are not yet due and owing have been fully accrued on the financial statements of the Transferors in accordance with GAAP or International Accounting Standards, as applicable. (iii) All Taxes which any of the Transferred Winget Entities or any Transferring Winget Entities (with respect to the Transferred Assets) has been required to collect or withhold have been duly withheld or collected and, to the extent required, have been paid to the proper Taxing authority. (iv) No Transferred Winget Entity or Transferring Winget Entity (with respect to the Transferred Assets) is, nor has been, a party to any tax allocation or tax sharing agreement. (v) None of the Winget Assets is subject to a "safe harbor lease" under Section 168(f)(8) of the Code, as in effect immediately prior to the Tax Equity and Fiscal Responsibility Act of 1982 (or comparable federal, state or foreign law or regulations). (vi) None of the Transferred Winget Entities will have any liability for the Taxes of any person other than the respective Transferred Winget Entity. For purposes of this representation, Taxes imposed under Treasury Regulation section 1.1502-6 or a similar provision of state, local or foreign Tax law shall not be considered Taxes of the respective Transferred Winget Entity. (n) Licenses and Permits. Each of the Transferred Winget Entities owns, holds, possesses or lawfully uses all permits which are necessary to conduct its Business as now conducted by it and all such permits are in full force and effect, in each case where the failure to own, hold, possess, use, or maintain in effect any such permit would be reasonably likely to have a Material Adverse Effect. (o) No Pending Litigation or Proceedings. There is no litigation, investigation, arbitration or proceeding pending or, to the Knowledge of the Transferors, threatened against or affecting the Business of the Transferred Winget Entities or the Winget Assets, at law or in equity, by or before any Governmental Authority, involving a claimed amount in excess of $100,000. There are presently no outstanding Governmental Orders against or affecting the Business of the Transferred Winget Entities or the Winget Assets. (p) Compliance with Laws. To the Knowledge of the Transferors, the Business of the Transferred Winget Entities has been conducted in compliance in all material respects with all applicable laws, regulations and ordinances of any Governmental Authority. (q) Environmental Matters. (i) There are no inquiries, litigation or other proceedings pending, or, to the Knowledge of the Transferors, threatened with regard to the current or prior conduct of the Business of any Transferred Winget Entity or any real properties included in the Winget Assets relating to any law, regulation or ordinance concerning air or water quality, public health and safety, hazardous or toxic substances, or pollution or protection of the environment ("Environmental Laws"). 19 EXECUTION COPY (ii) To the Knowledge of the Transferors, no Transferred Winget Entity has operated its Business other than in compliance with all Environmental Laws in all material respects. (iii) The Owned Real Property is not subject to any Governmental Order which relates to or arises out of a violation of any Environmental Laws. (iv) No additional permits, licenses or approvals are required under any Environmental Law relative to any real properties included in the Winget Assets, the failure of which to obtain would be reasonably likely to have a Material Adverse Effect. (r) Sufficiency of Assets. The Transferred Assets and Transferred Winget Entities include all of the assets and properties owned, leased or licensed by the Winget Entities or Winget and necessary to the conduct of the Business of the Venture Entities or (y) used in the conduct of the Business of the Venture Entities as the same has been conducted within the two year period ending on the date hereof and as conducted immediately prior to the date hereof. (s) Investment Representations. None of the Transferors is an "underwriter" as such term is defined in Section 1145 of the Bankruptcy Code, and the Transferors are acquiring the Winget Interests for investment and without a view to the distribution thereof. The Transferors understand that no public market now exists for any of the securities issued by Venture Delaware, and that Venture Holdings has made no assurances that a public market will ever exist for the Winget Interests. The Transferors further represent and warrant that they have access to whatever information they deem necessary or appropriate with respect to an investment in the Winget Interests. The Transferors acknowledge that the Winget Interests have not been registered under the Securities Act of 1933, as amended, or the Michigan Uniform Securities Act, or any other applicable state securities law. The Transferors agree to resell the Winget Interests only in "ordinary trading transactions," within the meaning of section 1145(b)(1) of the Bankruptcy Code, or if registered, or pursuant to any other available exemption from registration. (t) South Africa and Australia Financial Information. The financial statements of South Africa and Australia as of and for the periods ended December 31, 2001 and December 31, 2002 (collectively, "Audited South Africa/Australia Financial Statements") have been audited in accordance with International Accounting Standards ("IAS"). All such Audited South Africa/Australia Financial Statements fairly present in all material respects the financial condition of the entities covered thereby as of the respective dates presented in such reports, and the results of operations and cash flows of the entities covered thereby for the respective periods presented. True and complete copies of the Audited South Africa/Australia Financial Statements have been provided to Venture Holdings. (u) Winget Entities Financial Information. The financial statements of each of the Winget Entities (other than South Africa and Australia) as of and for the periods ended December 31, 2001 and December 31, 2002 (collectively, the "Winget Entities Financial Statements"), which consist of compilations, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and fairly present in all material respects the financial condition of the entities covered thereby as of the respective dates 20 EXECUTION COPY presented in such reports, and the results of operations and cash flows of the entities covered thereby for the respective periods presented in such reports (except for the omission of footnote disclosures required by GAAP). True and complete copies of the Winget Entities Financial Statements for each of the Winget Entities have been provided to Venture Holdings. (v) Transferred Winget Entities Interim Financial Information. The financial statements of the Transferred Winget Entities for each of the quarters/months commencing on or after January 1, 2002 and ended on or prior to July 31, 2003, and, to the extent delivered to Venture Holdings on or prior to the Closing Date, the financial statements of the Transferred Winget Entities for each quarterly or monthly period thereafter, commencing with August, 2003 and ending on the last day of the month immediately preceding the month in which the Closing Date shall occur (the "Subsequent Financial Statements"), consisting of compilations, will have been prepared in accordance with GAAP applied on a consistent basis, except for South Africa and Australia which will have been prepared in accordance with International Accounting Standards (except for the omission of footnote disclosures required by GAAP and/or International Accounting Standards). All such Subsequent Financial Statements will fairly present in all material respects the financial condition of the entities covered thereby as of the respective dates presented in such reports, and the results of operations and cash flows of the entities covered thereby for the respective periods presented in such reports. All such Subsequent Financial Statements will reflect all adjustments (which will consist only of normal recurring adjustments not material in amount and will include but not be limited to estimated provisions for year end adjustments) reasonably necessary for a fair presentation. (w) Absence of Material Changes. (i) Since December 31, 2002, other than as disclosed in the Disclosure Schedule, whether or not in the ordinary course of business, there has not been, occurred or arisen any change in or event affecting the Winget Assets or their business, operations or financial condition that has had or may reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate (other than as a result of the filing of the bankruptcy petition by the Debtors. (ii) Since December 31, 2002, other than as disclosed in the Disclosure Schedule, whether or not in the ordinary course of business, there has not been, occurred or arisen any change in or event affecting the Venture Entities (excluding the Venture B Assets), or their business, operations or financial condition that has had or may reasonably be expected to have a Material Adverse Effect, either individually or in the aggregate (other than as a result of the filing of the bankruptcy petition by the Debtors. (x) Venture Holdings' Audited Financial Information. The consolidated balance sheets for Venture Holdings and its subsidiaries, as at December 31, 2001 and the related consolidated statements of operations, changes in stockholder's equity and changes in financial position or cash flow for the periods then ended (the "Audited Venture Financial Statements") have been examined by the auditors whose reports thereon are included with such Audited Venture Financial Statements. All such Audited Venture Financial Statements have been prepared in accordance with GAAP applied on a consistent basis. All such Audited Venture Financial Statements fairly present in all material respects the financial condition of the entities 21 EXECUTION COPY covered thereby as of the respective dates presented in such reports, and the results of operations and cash flows of the entities covered thereby for the respective periods presented in such reports. (y) Venture Holdings Interim Financial Information. The consolidated balance sheets for Venture Holdings and its subsidiaries (excluding the Venture B Assets), at December 31, 2002 and at each quarterly period ended on or prior to the Closing Date, and the related consolidated statements of operations, changes in stockholder's equity and changes in financial position or cash flow for the periods then ended (collectively, the "Interim Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except for the omission of footnote disclosures required by GAAP). All such Interim Financial Statements fairly present in all material respects the financial condition of the entities covered thereby as of the respective dates, and the results of operations and cash flows of the entities covered thereby for the respective periods. All such Interim Financial Statements reflect all adjustments (which consist only of normal recurring adjustments not material in amount and include but are not limited to estimated provisions for year-end adjustments) necessary for a fair presentation. At the dates of such Interim Financial Statements, no such entity had any material liability (actual, contingent or accrued) that, in accordance with GAAP applied on a consistent basis, should have been shown or reflected therein but was not so reflected, other than items disclosed in subsequent financial statements or in this Agreement and the Disclosure Schedule. (z) Venture Holdings 2002 Audited Financial Information. To the extent delivered to Venture Holdings on or prior to the Closing Date, Venture Holdings' consolidated balance sheets for the Venture Entities (excluding the Venture B Assets) at December 31, 2002 and the related consolidated statements of operations, changes in stockholder's equity and changes in financial position or cash flow for the periods then ended (collectively, the "2002 Financial Statements") will have been examined by the auditors whose reports thereon will be included with such 2002 Financial Statements. All such 2002 Financial Statements will have been prepared in accordance with GAAP applied on a consistent basis. All such Financial Statements will fairly present in all material respects the financial condition of the entities covered thereby as of the respective dates presented in such reports, and the results of operations and cash flows of the entities covered thereby for the respective periods presented in such reports. (aa) Accuracy of Information. All written information furnished by Winget or on behalf of Winget by one of his representatives or agents to the Bank Steering Committee or Venture Holdings since May 1, 2002 pertaining to the Winget Assets, the Retained Property, the Retained Entities, Winget and the transactions contemplated by this Agreement (all of the foregoing taken as a whole), is true and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein not misleading in light of the circumstances in which such statement was made. None of the written information (other than information with respect to the Venture Entities) supplied or to be supplied by Winget or any of his affiliates (other than the Venture Entities) or representatives, to any person for inclusion, or included, in any document filed in connection with the Plan or in connection with the transactions contemplated by the Disclosure Statement and any documents related to such transaction, contains any untrue statement of a material fact, 22 EXECUTION COPY or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If any of such material written information at any time subsequent to its delivery becomes untrue or misleading in any material respect, to the extent Winget has actual Knowledge thereof, Winget will promptly notify such person to whom the information was delivered in writing of such fact and of the reasons for such change. (bb) Lease Authority. Each of Harper Partners, Venture Real Estate Acquisition Company and Venture Equipment Acquisition Company has all requisite power and authority to enter into the Lease to which it is a party and to carry out the transactions contemplated thereby. The execution, delivery and performance by each of Harper Partners, Venture Real Estate Acquisition Company and Venture Equipment Acquisition Company of the Lease to which it is a party have been duly authorized by all necessary corporate, company or trust action on the part of such entity. The Lease to which it is a party constitutes the legal, valid and binding obligation of each of Harper Partners, Venture Real Estate Acquisition Company and Venture Equipment Acquisition Company, enforceable against it in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies. (cc) Certain Distributions. Since January 1, 2003, except as otherwise permitted pursuant to the terms of this Agreement, there have been no distributions or transfers by any of the Transferred Winget Entities (exclusive of VSE) to Winget or any of his affiliates other than (i) transfers to another Transferred Winget Entity or any Venture Entity and (ii) cash distributions in an amount not exceeding $100,000 individually or in the aggregate. (dd) Certain Foreign Receivables. (i) To the Knowledge of the Transferors, the funds loaned from Heavy to P.I.M. Management Company ("PIM") were used by PIM to either (a) purchase the shares of Venture Otto Holdings BV from a third-party or (b) make loans to South Africa as set forth in the Audited South Africa/Australia Financial Statements. To the Knowledge of the Transferors, such loans shown in the Audited South Africa/Australia Financial Statements were either (i) capitalized in fiscal year 1999 or (ii) repaid through an offset generated by South Africa's purchase of the remaining 11% interest in South Africa from the South African IDC in 2003. (ii) To the Knowledge of the Transferors, the funds loaned from Heavy to Venco #1 L.L.C. ("Venco") were used to purchase, directly or indirectly, an interest in the Venture Australia Unit Trust (the "Unit Trust"). As Venco is a Transferred Winget Entity, its assets (including Venco's interest in the Unit Trust) constitute Winget Assets. (iii) To the Knowledge of the Transferors, each of the Heavy receivables listed on Exhibit D, Item 5, is not collectible from the obligor under such receivables. 23 EXECUTION COPY (iv) To the Knowledge of the Transferors, since January 1, 2002 no debt on the books of South Africa or Australia has been converted to equity or repaid (except as shall be set forth on the Disclosure Schedule). (ee) Related Party Transactions. The Disclosure Schedule shall set forth all Related Party Transactions which exceeded $20,000 per transaction since August 1, 2000, other than certain transactions (including leases, usage agreements and sales commission agreements) which have been previously disclosed to Venture Holdings and the Bank Steering Committee and which have been or are being consummated in accordance with the terms as previously disclosed to Venture Holdings, the Agent and the Bank Steering Committee. (ff) No Undisclosed Liabilities. None of the Transferred Winget Entities has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) which would be required by GAAP, or, in the case of South Africa and Australia, IAS, to be provided or accounted for, reserved against, or otherwise reflected, directly or indirectly, on a balance sheet, including the notes thereto (collectively "Liabilities") except for: (i) Liabilities provided or accounted for, reserved against or otherwise reflected in the Winget Entities Financial Statements, Audited South Africa/Australia Financial Statements or Subsequent Financial Statements for periods ending on or prior to July 31, 2003 and not discharged subsequent to such financial statements; (ii) Liabilities which have been incurred by the Transferred Winget Entities subsequent to July 31, 2003 in the ordinary course of the Transferred Winget Entities' respective businesses and consistent with past practices and not discharged since such date, and not otherwise in breach of a representation or warranty or covenant set forth in this Agreement. Section 6.2 Covenants of the Transferors. (a) Conduct of the Business. On and after the date of this Agreement and until the first to occur of the Closing Date and the Termination Date, Winget shall cause and the Transferors shall conduct the business of the Transferred Winget Entities and the Transferred Assets in the ordinary course of business. Without limiting the generality of the foregoing, the Transferors shall: (i) use commercially reasonable efforts to preserve the business organizations relating to each of the Transferred Winget Entities, (ii) use commercially reasonable efforts to preserve the goodwill of the suppliers and customers and others having business relationships with the Transferred Winget Entities, (iii) cause to be paid and perform all debts, obligations and liabilities as and when due (except for obligations or liabilities contested in good faith), in a manner consistent with past practices, and all leases, agreements, contracts and other commitments to which the Transferred Winget Entities are a party or with respect to the Transferred Assets in accordance with the terms and conditions thereof, (iv) comply in all material respects with all material laws that may be applicable to the Transferred Winget Entities or the Transferred Assets, (v) not create or allow the Transferred Winget Entities to incur any indebtedness for borrowed money or any other material obligations, and (vi) except as otherwise permitted by this Agreement, not cause or permit any of the Transferred Winget Entities to transfer any assets, including cash, (other than the Retained Property) or incur any liabilities or 24 EXECUTION COPY obligations to the Transferors or any of their respective affiliates (exclusive of the Venture Entities). Notwithstanding the foregoing, none of the Transferors shall be in breach of this paragraph if and to the extent the cause of such breach results from the failure of the Debtors to provide funding in accordance with the approved debtor-in-possession budget. (b) Support of Plan. The Transferors hereby covenant and agree to use their respective best efforts (subject to their rights under this Agreement, including, without limitation, their rights under Section 9.2(e)), to support, and cause each of the Winget Entities to support, the Plan as agreed to in Section 7.1A(a)(ii) in the form in which it is filed; provided, however, that the Transferors will not be obligated to support the Plan if, (x) it is not agreed to in accordance with Section 7.1(A)(ii) prior to the filing, or (y) if after filing, it is altered from the form in which it is filed in any respect which is materially adverse to the Transferors, taken as a whole. (c) Limitation on Certain Actions. The Transferors hereby covenant and agree that, from and after the date of this Agreement and until the first to occur of the Closing Date and the Termination Date, none of the Transferors will take any action to amend, modify, revoke or rescind the corporate and/or company authorization to execute and deliver, and perform under, this Agreement. (d) Intellectual Property Assignments. Winget hereby covenants and agrees that on and after the Closing Date, he will do and perform, from time to time, and execute and deliver, any and all instruments of transfer or assignment required or reasonably requested by the other parties to evidence or perfect Venture Delaware's right, title and interest in any intellectual property contained in the Winget Assets. (e) Winget Interim Financial Statements. On and after the date of this Agreement and until the first to occur of the Closing Date and the Termination Date, Winget hereby covenants and agrees to deliver the Subsequent Financial Statements referred to in Section 6.2(v), promptly after such Subsequent Financial Statements are available. (f) Covenant Not to Compete. From the date hereof until the earlier to occur of (i) the Termination Date and (ii) if the Closing Date shall occur, the second anniversary of the date (the "Relevant Date") upon which Larry J. Winget shall no longer be employed by Venture Delaware or any of its subsidiaries (the "Restricted Period"), none of the Transferors shall: (1) directly or indirectly (whether as principal, agent, independent contractor, partner, investor (other than as a holder of less than 10% of the outstanding capital stock of a publicly traded corporation) or otherwise), own, manage, operate, control, participate in, perform services for or otherwise carry on, a business competitive with the business of Venture Holdings or any of its affiliates as conducted from time to time until the Relevant Date, and thereafter, as conducted as of the Relevant Date (the "Venture Business") other than (A) during the period from the date hereof through the Closing Date, the Excepted Businesses and the Transferred Winget Entities and the Transferring Winget Entities and (B) during the period from the Closing Date through the end of the Restricted Period, the Excepted Businesses, in each case in any geographic area in which Venture Holdings or its affiliates (including the Transferred Entities) conducts the Venture Business as of the Relevant Date; or 25 EXECUTION COPY (2) directly or indirectly, (A) induce or attempt to persuade any employee, agent, supplier or customer of Venture Holdings or any of its affiliates (or, prior to the Closing Date, the Transferred Winget Entities) to terminate such employment, agency or business relationship in order to enter into any such relationship on behalf of any other business organization or entity in competition with the Venture Business or (B) otherwise interfere with any such employee, agent, supplier or customer relationship with the Venture Business; provided, however, that (x) general solicitations of employment, such as "help wanted" advertisements or internet job board postings, shall not be prohibited; and (y) this clause (2) shall not prohibit the solicitation of any employee of Venture Holdings or any of its affiliates (or, prior to the Closing Date, the Transferred Winget Entities) who is not an officer, manager of a principal business function, salesman, engineer or designer. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 6.2(f), any term, restriction, covenant or promise in this Section 6.2(f) is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency. (g) Delivery of Deliverables. As soon as possible following the date hereof, and in any event prior to the expiration of the Post-Signing Scheduling Period, the Transferors shall prepare and deliver to Venture Holdings Schedules 1.1 and 4.1 and the Disclosure Schedule (the "Deliverables"). Venture Holdings shall have 15 days following receipt of all of the Deliverables in final form from the Transferors to review the Deliverables (the "Review Period"). If Venture Holdings, in the exercise of its sole and absolute discretion, determines, based on its review of the Deliverables, that it does not wish to consummate the transactions contemplated by this Agreement for any reason, Venture Holdings shall have the right (with the consent of the Agent) to terminate this Agreement at any time prior to the end of the Review Period by delivery of written notice of termination. (h) Internal Transactions. In addition to the transactions permitted pursuant to Section 6.2(i), subject to the prior written consent of Venture Holdings and the Agent (which consent shall not be unreasonably withheld or delayed), after the date hereof and prior to the Closing Date, each Transferor may: (i) transfer ownership of any Transferred Winget Entity to any other Transferor or any other Transferred Winget Entity; (ii) transfer assets from any Transferred Winget Entity to any other Transferred Winget Entity (including without limitation, through any Retained Entity); (iii) retain any Winget Entity which would have been a Transferred Winget Entity provided that such Winget Entity contribute its assets to the Transferred Assets (whereby such Winget Entity shall be converted from a Transferred Winget Entity to a Transferring Winget Entity); (iv) cause the conversion of any Winget Entity (which would have been a Transferring Winget Entity transferring Transferred Assets) into a Transferred Winget Entity, and distribute to the Transferors all assets of that Winget Entity except those assets which would have constituted Transferred Assets; and (v) without limitation by the specific enumeration of the foregoing, otherwise restructure the ownership, assets and liabilities of the Winget Entities. The parties acknowledge that, among other reasons, the Agent and Venture Holdings may reasonably withhold consent to any transaction referred to in clauses (i) through (v) above if, on the Closing Date, the consummation of any of such transaction would 26 EXECUTION COPY cause Venture Delaware to (x) not acquire, directly or indirectly, all of the Winget Assets, free and clear of Liens except Permitted Liens, or (y) assume or become subject to any liabilities beyond those which would in the aggregate have constituted Assumed Liabilities or liabilities of the Transferred Winget Entities, in the absence of any such transactions. (i) Certain Distributions. From the date hereof until the Closing Date, Winget shall not, and shall not permit any Transferred Winget Entity to, make any distribution from any Transferred Winget Entity to himself or any affiliate (other than to a Transferred Winget Entity) except for (1) distributions with respect to Retained Property listed on Exhibit D; (2) internal transactions in accordance with Section 6.2(h), (3) commissions from each of South Africa and Australia under the agreements identified in Exhibit F as Transferred Assets; and (4) distributions from payments of rent with respect to the Harper Property in accordance with Section 7.1A(c)(ii). For purposes of this subsection (i), the term "distribution" shall not include the payment of expenses of such entities incurred and paid in the ordinary course pursuant to arms-length transactions, it being understood that the payment of lawyers, accountants, financial advisor, or similar representatives engaged by any Transferor in connection with this Agreement or the Plan would constitute a "distribution" prohibited by this subsection (i). (j) Intellectual Property. If, by the terms of its Exit Financing, Venture Holdings is required to provide a specific list of registered intellectual property, Winget shall, and shall cause each Winget Entity to use commercially reasonable efforts within the time period specified by the terms of such Exit Financing and prior to the Closing Date to provide a true and complete list of all registered intellectual property used or held for use by any Winget Entity on the date hereof. (k) Tax Distributions. If (A) the actual amount of federal and state income tax liability of Larry J. Winget attributable to net income (loss) of the Venture Entities (the "Actual Tax Amount") for the fiscal year ended in October, 2002 (when Venture Holdings elected to be taxed as a "C" corporation), as determined by the tax advisors of the Venture Entities, is less than the aggregate amounts paid to Larry J. Winget as estimates of his Tax liability (the "Distributed Amounts") and/or (B) the Actual Tax Amount is at any time finally determined by the Internal Revenue Service or a court of competent jurisdiction to be less than that determined by such tax advisors, Larry J. Winget shall, subject to his right to challenge any determination by such tax advisors of the Actual Tax Amount as described below, promptly repay to Venture Holdings the excess of the Distributed Amounts over the Actual Tax Amount, as finally determined by such tax advisors, the Internal Revenue Service or court of competent jurisdiction, as the case may be, or the excess of the Actual Tax Amount, as determined by the tax advisors, over the Actual Tax Amount as determined by the Internal Revenue Service or court, as the case may be (in either case, which excess amount may be offset by that certain liability of Venture Holdings in the approximate amount of $802,000 owing to Larry J. Winget, but subject to resolution of any potential recovery action or equitable subordination claim that can be asserted by the Creditors' Committee). Larry J. Winget shall have the right, at his sole expense, to challenge the determination of the Actual Tax Amount by such tax advisors at any time within 30 days following the date on which the determination of the Actual Tax Amount by such tax advisors is communicated to him. Larry J. Winget shall have the right to repay such overpayment in equal annual installments over a period of six years, plus interest at the applicable federal rate 27 EXECUTION COPY for such a long-term obligation in effect at the time the amount owed, if any, by Winget has been determined and Larry J. Winget shall deliver to Venture Holdings a promissory note evidencing such obligation; provided, however, that such repayment obligation shall be accelerated to the extent that Larry J. Winget receives a refund from the Internal Revenue Service with respect to the foregoing, in which event, he shall repay such refund amount to Venture Holdings within 75 days of receipt. (l) Cancellation of Sales Representation Agreements. On or before the Closing Date, Winget shall, and shall cause each Winget Entity party thereto to, terminate and cancel each of the Cancelled Sales Representation Agreements. (m) Certain Receivables. (i) From the date hereof until the Closing Date, any loans made by PIM and Venco directly or indirectly to South Africa or the Unit Trust, Australia or any of their respective subsidiaries as set forth in the Audited South Africa/Australia Financial Statements as payables owed by South Africa or Australia shall not be paid, cancelled, converted to equity or otherwise modified. (ii) From the date hereof until the Closing Date, the Transferors shall cause Heavy to refrain from making any payments on the VSE Receivable or the VIC Receivable. Prior to the Closing Date, the Transferors shall cause Heavy to transfer the VSE Receivable and VIC Receivable to a Retained Entity. (iii) If Winget receives (x) any distribution (in cash, property or otherwise) or (y) any other payment in cash whatsoever (howsoever arising), in any case from any entity owing any receivable to Heavy listed in Exhibit D, Items 4 or 5 (other than PIM or Larry J. Winget), Winget shall, to the extent of the amount of the receivable owed by such entity to Heavy, promptly pay to Venture Holdings an amount, in cash, equal to the value of such distribution. (iv) At the option of Winget, communicated in writing to Venture Holdings and the Agent at any time prior to the Closing Date, the accounts receivable of Heavy from Venture Global Engineering and Venture Global Engineering (Supercart) listed in Exhibit D, Item 4, shall be removed from Exhibit D and shall no longer be Retained Property for purposes of this Agreement. (n) Taxation of Transferred Winget Entities. The Transferors shall cause each of the Transferred Winget Entities which would not become a "C" corporation by operation of law as a result of the ownership thereof by Venture Delaware to become taxable as a "C"corporation for federal Income Tax purposes, effective no later than the day following its contribution to Venture Delaware. (o) Heavy Transfers. Except as otherwise provided in this Agreement, Heavy will not encumber, transfer or otherwise dispose of any of its rights, title or interest in or to any property or assets that the Pre-Petition Lenders have a lien against or other security interest in, 28 EXECUTION COPY including without limitation, any property or assets held, used by or related to Nova Industries, Inc. or its affiliates or their respective businesses. (p) Escrow of Tax Refund. Upon agreement to the terms of an escrow agreement and establishment of an escrow account, Larry J. Winget shall deposit the full amount (approximately $800,000) of that certain federal income tax refund which Larry J. Winget received on or about December 2002 in an escrow account. Larry J. Winget covenants and agrees to negotiate in good faith with the Agent to reach mutually agreeable terms as to the escrow agent and the form of escrow agreement within 10 business days of the date hereof. (q) Subordination Agreement. The Transferors shall cause the equity owners of the Unit Trust (other than Venco) to enter into a subordination agreement on or before the Closing Date pursuant to which any payment that would otherwise be made to such equity owners on account of their equity ownership in the Unit Trust shall be subordinate to the payment in full of all obligations of Venture Holdings, Venture Delaware or any of their present or future subsidiaries to the Pre-Petition Lenders under any notes, instruments, documents or securities to be issued to the Pre-Petition Lenders pursuant to the Plan.. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEBTORS Section 7.1 Representations and Warranties of the Debtors. The Debtors represent and warrant to the Transferors that: (a) Organization and Qualification. Each Debtor is duly organized, validly existing and in good standing under the laws of its organization and has all requisite authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Each Debtor is duly qualified to transact business, and is in good standing, in each jurisdiction where the nature of its activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. On the Closing Date, Venture Delaware will have been duly organized, existing and in good standing under the Delaware Limited Liability Company Act and duly qualified and in good standing as a foreign limited liability company under the Michigan Limited Liability Company Act. (b) Power and Authority; Enforceability. Subject to the approval of the Bankruptcy Court, each Debtor has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance by each Debtor of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Debtor. This Agreement constitutes the legal, valid and binding obligation of each Debtor, enforceable against it in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies. (c) Capitalization. On the Closing Date, the Operating Agreement of Venture Delaware shall have been adopted providing for the Common Membership Interests and the Preferred Membership Interests. Except for the Creditors' Warrant (as defined in the Plan), as of the Closing Date there shall be no options, warrants, conversion privileges, or preemptive or 29 EXECUTION COPY other rights or agreements presently outstanding to purchase or otherwise acquire from Venture Delaware any membership interests. Except for the Operating Agreement, as of the Closing Date, Venture Delaware shall not be a party to any agreement or understanding, or aware of any member who is a party to such an agreement or understanding, that affects or relates to the voting or giving of written consents with respect to any security, or the voting by a manager, of Venture Delaware. Except as provided in the Operating Agreement as of the Closing Date, Venture Delaware shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise to acquire or retire any membership interests. Section 7.2 Debtors' Holdings Covenants. (a) Certain Litigation. The Debtors may bring all causes of action against the Transferors and the Retained Entities which claims shall become assets of the Creditors' Trust to be established pursuant to the Plan. The Debtors may bring all causes of action against the Transferred Winget Entities which claims shall be part of the value of the Creditors' Warrant, as provided in the Plan. (b) Salary to Winget. Until the first to occur of the Closing Date or the Termination Date, Venture Holdings shall cause Venture Industries to pay a salary to Larry J. Winget at a monthly rate of $50,000, payable consistent with past practice. (c) Best Efforts Undertaking. The Debtors shall use their respective best efforts (subject to their rights under this Agreement) to support the Plan in the form in which it is filed pursuant to Section 7.1A(a)(ii) and to cause the Plan to be confirmed by the Bankruptcy Court. ARTICLE VII-A MUTUAL COVENANTS OF THE PARTIES Section 7.1A Mutual Covenants. (a) Certain Exhibits and Plan Not Executed. (i) Confirmation Order. Within 2 business days after filing of the Plan in accordance with this Agreement, Venture Holdings shall deliver to the Transferors and the Agent a proposed form of Confirmation Order. The parties shall negotiate in good faith to reach mutually agreeable terms as to the form of Confirmation Order which, once so agreed, shall be attached to this document as Exhibit L. If in good faith and using reasonable efforts the parties are unable to reach agreement on mutually satisfactory terms as to the Confirmation Order on or before the date which is 5 business days after the date on which the Plan is filed, either the Transferors or Venture Holdings may thereafter terminate this Agreement as provided in Section 10.1(f) at any time prior to the time the form of Confirmation Order is agreed to. (ii) Plan. The parties shall negotiate in good faith to reach mutually agreeable terms as to the form and substance of the Plan (as are consistent with the Discussion Term Sheet except (x) as otherwise agreed in this Agreement and (y) with respect to the terms of the Creditors' Warrant which shall be substantively consistent with the Discussion Term Sheet), which once so agreed, shall be a document to which this Agreement is attached as an exhibit. If 30 EXECUTION COPY in good faith and using reasonable efforts the parties are unable to reach agreement on mutually satisfactory terms as to the Plan on or before September 24, 2003, either the Transferors or Venture Holdings may thereafter terminate this Agreement as provided in Section 10.1(f) at any time prior to the time at which such Plan is agreed to and filed with the Bankruptcy Court. (iii) Operating Agreement. Within 7 business days after execution of this Agreement, Venture Holdings shall deliver to the Transferors and the Agent a proposed form of Operating Agreement. The parties shall negotiate in good faith to reach mutually agreeable terms as to the form of Operating Agreement (consistent in all material respects with the Discussion Term Sheet except as otherwise agreed in this Agreement) which once so agreed, shall be attached to this document as Exhibit N. If in good faith and using reasonable efforts the parties are unable to reach agreement on mutually satisfactory terms as to the Operating Agreement within 10 business days after the date of delivery, either the Transferors or Venture Holdings may thereafter terminate this Agreement as provided in Section 10.1(f) at any time prior to the time at which such Operating Agreement is agreed to. (iv) Employment Agreement. The parties shall negotiate in good faith to reach mutually agreeable terms as to the form of Employment Agreement which once so agreed, shall be attached to this document as Exhibit M. If in good faith and using reasonable efforts the parties are unable to reach agreement on mutually satisfactory terms as to the Employment Agreement within 5 business days after the date of this Agreement, either the Transferors or Venture Holdings may thereafter terminate this Agreement as provided in Section 10.1(f) at any time prior to the time at which such Employment Agreement is agreed to. (b) Representations and Warranties. Each party hereto shall refrain from taking any action which would render any representation or warranty contained in Article VI or VII inaccurate as of the Closing Date, it being understood that Material Contracts may be entered into after the date hereof and prior to the Closing Date in the ordinary course of business, and Material Contracts listed on the Disclosure Schedule may be performed in full after the date of this Agreement and prior to the Closing Date, without any of such actions resulting in a breach of a representation or warranty by the Transferors. (c) Use and Occupancy of Masonic Property and Harper Property. (i) Masonic Property. The Transferors covenant and agree that, during the period commencing on the date hereof and ending on the first to occur of the Closing Date and the Termination Date, the Venture Entities shall be permitted to use the Masonic Property. There shall be no use and occupancy fee with respect to the Masonic Property, but Venture Holdings shall be responsible for payment of those expenses with respect to the Masonic Property consistent with a triple net lease. (ii) Harper Property. The Transferors covenant and agree that, during the period commencing on the date hereof and ending on the first to occur of the Closing Date and the Termination Date, Venture Entities shall be permitted to use the Harper Property in exchange for the use and occupancy fee set forth in this subsection (c)(ii). Venture Holdings agrees to pay to the Harper Partners a use and occupancy fee at the initial rate of $100,000 per month, payable in advance (x) concurrently herewith, with respect to the period commencing on 31 EXECUTION COPY the date hereof and ending on the last day of the month in which this Agreement is executed, and (y) on the first day of each month, with respect to each calendar month thereafter. Use and occupancy fees for any partial month shall be prorated based on the number of days in such month for which such fee is payable. In addition to payment of such use and occupancy fee, Venture Holdings shall be responsible for payment of those expenses with respect to the properties consistent with a triple net lease. The initial $100,000 monthly use and occupancy fee for the Harper Property shall be subject to retroactive adjustment to the date of this Agreement upon the determination of the fair market rent therefor in accordance with subparagraph (iii). Following such determination, the aggregate overpayment or underpayment (as compared to the fair market value rent as finally determined) of rent from the date of this Agreement to the date of such determination shall be paid (or, if future rents are to be paid, credited against future rents) by the Harper Partners or Venture Holdings, as the case may be, within fifteen days after such determination, for the Harper Property. (iii) Determination of Fair Market Value Rent. The parties shall attempt in good faith to agree upon a fair market value rent (x) with respect to the Harper Property, for both the use and occupancy period set forth in subparagraph (ii), and (y) with respect to the Masonic Lease. If the parties are unable to agree on such fair market value rents within 30 days after the date hereof, they shall mutually select an independent appraiser who shall make such determination. The determination of fair market value rent shall take into account leasehold improvements actually paid for by the landlords thereunder to the extent not reimbursed by the tenant. The parties shall also agree upon, or the appraiser shall determine, the nature and timing of escalators for the rent, taking into account the fact that the Harper Lease and the Masonic Lease will each have a ten year term and two five year renewal options. (d) Certain Notices. After the date hereof and prior to the Closing Date, the Transferors, on the one hand, and Venture Holdings, on the other hand, shall each give prompt written notice to the other upon learning of facts that causes such party to believe that any representation and warranty of either party contained in Article VI or Article VII is untrue or incorrect, and specifying the respect in which it is untrue or incorrect. ARTICLE VIII LEASE ESCROW Section 8.1 Leases. Concurrently with the execution of this Agreement: (a) Winget has caused each of Alicia Winget Living Trust, Larry J. Winget Living Trust and Vimco Corporation (the "General Partners") and each of A. James Schutz, Michael G. Torakis, Alicia Winget Living Trust, Annalisa Winget, Gwendolyn May Winget, Larry Joseph Winget, Jr., Norman Matthew Winget and Adelicia Jo Jean Tignanelli (the "Limited Partners," and together with the General Partners, the "Harper Partners"), which Harper Partners own in the aggregate 100% of the equity interests in Harper Properties of Clinton Township Limited Partnership, a Michigan limited partnership, to execute a lease agreement (the "Harper Lease"), in the form attached as Exhibit H hereto (and with the rent and escalators determined pursuant to Section 7.1A(c)(iii), with Venture Industries Corporation, a Michigan corporation ("Venture Industries"), for the Harper Property; 32 EXECUTION COPY (b) Venture Real Estate Acquisition Company, a Michigan corporation, has executed a lease agreement (the "Masonic Lease"), in the form attached as Exhibit I hereto, with Venture Industries, for the Masonic Property; and (c) Venture Equipment Acquisition Company has executed a usage agreement (the "Equipment Usage Agreement," and collectively with the Harper Lease and the Masonic Lease, the "Leases"), attached as Exhibit J hereto, with Venture Industries, for all of the machinery and equipment located at 17085 Masonic, Fraser, Michigan. (d) Concurrently with the execution of this Agreement, Winget shall cause the executed Leases to be deposited with, and held in escrow by, First American Title Insurance Company ("Escrow Agent") pursuant to the terms and conditions of the Escrow Agreement in the form of Exhibit K, attached hereto (the "Escrow Agreement"). The parties hereto agree that the Leases shall be held in escrow and shall not become, or be considered, part of the bankruptcy estate of the Debtors. Notwithstanding their execution, the Leases shall not be deemed to have been delivered or be effective as of their date of execution; they shall only become effective when and as therein provided. ARTICLE IX CONDITIONS TO CLOSING Section 9.1 Joint Conditions to the Obligations of the Transferors and Venture Holdings. The obligations of the Transferors and Venture Holdings to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions unless waived by the Transferors, on the one hand, and Venture Holdings (with the consent of the Agent), on the other hand: (a) Governmental Consents. All consents, approvals and actions of, filings with and notices to any Governmental Authority necessary to permit each Transferor and Venture Holdings to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby shall have been duly obtained, made or given and shall be in full force and effect. (b) No Proceedings. No suit, proceeding or investigation shall have been commenced or threatened by a Governmental Authority on any grounds to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby. (c) Conditions to Closing Date. The Plan shall have been confirmed in the form filed or in a form amended in accordance with Section 6.2(b). All of the conditions to the effective date of the Plan shall have been satisfied, other than the condition relating to the closing of the transactions set forth in this Agreement. (d) Commitment Letter for Exit Financing. Not later than the date of the hearing on the Disclosure Statement, Debtors shall have obtained, and executed and delivered, a commitment letter from one or more banks or financial institutions for the Exit Financing, having a committed amount of $85.0 million (or such other amount mutually agreed upon by Venture Holdings, Larry J. Winget and the Agent), which Exit Financing shall be senior in lien 33 EXECUTION COPY and claim priority to the Bank Senior Notes and the Bank Junior Notes (each as defined in the Plan) and otherwise on market terms acceptable to the Bank Steering Committee Venture Holdings and Larry J. Winget. (e) Disclosure Statement. The Disclosure Statement filed in connection with the Plan shall be in form and substance consistent with the Plan and otherwise reasonably satisfactory to the Transferors, Venture Holdings and the Agent. Section 9.2 Conditions to Obligations of the Transferors. In addition to the satisfaction or waiver of each of the conditions set forth in Section 9.1, the obligation of the Transferors to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date, of each of the following conditions unless waived by the Transferors: (a) Issuance of Winget Interests. The Transferors shall have been issued the Winget Interests. (b) Assumption Agreement. Venture Delaware shall have delivered an assumption agreement in a mutually agreeable form pursuant to which Venture Delaware agrees to pay, perform and discharge the Assumed Liabilities. (c) Representations and Warranties; Covenants. (A) The representations and warranties made by Venture Holdings contained in Article VII shall be true and correct in all material respects as if originally made on and as of the Closing Date (except to the extent they expressly relate to an earlier date), except as affected by the transactions contemplated by this Agreement; (B) the covenants and agreements contained in this Agreement to be complied with by Venture Holdings at or prior to the Closing Date shall have been complied with in all material respects; and (C) the Transferors shall have received a certificate from Venture Holdings as to the matters set forth in clauses (A) and (B) above signed by Venture Holdings. (d) Dismissal of Litigation. All rights in respect of litigation brought by any of the Debtors against any of the Transferred Winget Entities and pending as of the date hereof shall have been extinguished except to the extent necessary to evaluate the same so that the value thereof may be taken into account in the Creditors' Warrant. (e) Feasibility. The Bankruptcy Court shall have entered the Confirmation Order over any objections under 11 U.S.C. Section 1129(a)(11). Notwithstanding Winget's agreement to support the Plan under Section 6.2(b), Winget may raise an objection under 11 U.S.C. Section 1129(a)(11) (it being understood that Winget's so doing shall not preclude him from terminating this Agreement pursuant to Section 10.1(h)). (f) Plan Satisfactory. The Plan, as confirmed by the Bankruptcy Court, shall not have been modified from the form in which it was filed in a manner which is materially adverse to the Transferors taken as a whole. (g) Release of Liens and Guaranties. The Agent shall have released (x) all liens and security interests which it holds for the benefit of the Pre-Petition Lenders in (i) the Retained 34 EXECUTION COPY Entities, and (ii) the Retained Property, and (y) all liabilities of Winget and/or any of the Retained Entities under any guaranties of obligations of Winget or any of the Retained Entities to the Agent or the Pre-Petition Lenders. (h) Other Transactions. All amounts due and owing to Winget and/or Harper Partners pursuant to clauses (3) and (4) of Section 6.2(i) shall have been paid in full. (i) Resolutions. Each of the Debtors shall have delivered a true and complete copy, certified by an authorized officer of the Debtors, of the resolutions duly and validly adopted by the board of managers or board of directors of the Debtors, evidencing such Debtors authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (j) Organization of Venture Delaware. Venture Delaware shall have been organized, and qualified as a foreign limited liability company, in accordance with Section 7.1(a). (k) Confirmation Order. The Confirmation Order shall be in a form consistent with that agreed to by the parties pursuant to Section 7.1A(a)(i), shall not have been modified in a manner which is materially adverse to the Transferors, taken as a whole, and shall have been entered by the Bankruptcy Court and not stayed. For purposes of this Section 9.2(k), a finding that the Plan meets the requirements of 11 U.S.C. Section 1129(a)(11) over the objections of Larry J. Winget shall not be deemed to be a modification which is materially adverse to the Transferors, taken as a whole. (l) Financing. The terms of the final Exit Financing shall be consistent in all material respects with the terms of the commitment letter executed by Venture Holdings on or prior to the date of the Disclosure Statement hearing, with such changes as are not materially adverse to the Transferors, taken as a whole. Section 9.3 Conditions to Obligations of the Debtors. In addition to the satisfaction or waiver of each of the conditions set forth in Section 9.1, the obligations of the Debtors to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions unless waived by Venture Holdings (with the consent of the Agent): (a) Conveyancing Documents. Winget shall have, and shall cause each Winget Entity to have delivered at the Closing Date such deeds, bills of sale, stock powers, stock certificates and other conveyancing documents, as shall be reasonably requested by Venture Holdings that are necessary and sufficient to convey to Venture Delaware the Transferred Winget Entities and the Transferred Assets, free and clear of any and all Liens, except Permitted Liens. (b) Representations and Warranties; Covenants. (x) The representations and warranties made by the Transferors in Article VI which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as if originally made on and as of the Closing Date (except to the extent they expressly relate to an earlier date), and (y) 35 EXECUTION COPY the representations and warranties made by the Transferors in Article VI which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as if originally made on and as of the Closing Date (except to the extent they expressly relate to an earlier date); (B) the covenants and agreements contained in this Agreement to be complied with by the Transferors at or prior to the Closing Date shall have been complied with in all material respects; and (C) Venture Holdings shall have received a certificate from the Transferors (including Winget) as to the matters set forth in clauses (A) and (B) above signed by Winget and each other Transferor. (c) Resolutions. The Transferors shall have delivered a true and complete copy, certified by an authorized officer or trustee of each Transferor, as applicable, of the resolutions duly and validly adopted by the board of directors, trustee, equity owners, if necessary, or other governing body of each Transferor (other than Winget but including the Larry J. Winget Living Trust) evidencing its authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (d) Third Party Consents. All material consents, approvals, permissions or acknowledgments or notices, including those to be listed in the Disclosure Schedule shall have been obtained or made, and Venture Holdings shall have received reasonably acceptable written evidence thereof. (e) Intellectual Property and Other Asset Assignments. Winget shall have executed an assignment to Patent Holding Company of all of his interest in connection with that certain lawsuit captioned Venture Industries Corporation, Vemco, Inc., Patent Holding Company and Winget v. Autoliv ASP, Inc. and Autoliv, Inc., Case No. 99-75354 and American Arbitration Case No. 14 133 02472 01 and that certain lawsuit captioned Patent Holding Company v. Delphi Automotive Systems Corporation, Case No. 99-76013 and shall have executed a standard assignment of intellectual property to Patent Holding Company with respect to any intellectual property of which he is the owner which is used in the conduct of the Business. (f) Confirmation Order. The Confirmation Order shall be in a form consistent with that agreed to by the parties pursuant to Section 7.1A(a)(i), shall not have been modified in a manner which is not reasonably satisfactory to Venture Holdings and the Agent, and shall have been entered by the Bankruptcy Court and not stayed. (g) Financing. The terms of the final Exit Financing shall be consistent in all material respects with the terms of the commitment letter executed by Venture Holdings on or prior to the date of the Disclosure Statement hearing, with such changes as are not materially adverse to Venture Holdings or the Agent. (h) Transferred Assets. Each Transferred Asset shall have been contributed to a newly-formed "C" corporation, the stock of which shall be contributed to Venture Delaware on the Closing Date. (i) Tax Refund. Larry J. Winget shall have paid, without offset, to the Agents on behalf of the Pre-Petition Lenders, in immediately available funds, the full amount (approximately $800,000) of that certain federal income tax refund which Larry J. Winget 36 EXECUTION COPY received on or about December 2002 and the amount owing to the Pre-Petition Lenders by Venture Holdings shall be reduced on a dollar-for-dollar basis by the amount of such refund. Any subrogation rights of Larry J. Winget shall be preserved. ARTICLE X TERMINATION Section 10.1 Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written consent of Venture Holdings (with the consent of the Agent) and the Transferors; (b) by Winget or Venture Holdings (with the consent of the Agent), if any Governmental Authority with jurisdiction over such matters shall have issued a Governmental Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and such Governmental Order shall have become final and unappealable; provided, however, that the provisions of this Section 10.1(b) shall not be available to any party unless such party shall have used its commercially reasonable efforts to oppose any such Governmental Order or to have such Governmental Order vacated or made inapplicable to the transactions contemplated by this Agreement; (c) by Winget or Venture Holdings (with the consent of the Agent) if the case shall have been converted to a case under Chapter 7 of the Bankruptcy Code; (d) at any time before the Closing Date, by notice given by Venture Holdings (with the consent of the Agent), in the event of a material breach of this Agreement by any Transferor if such Transferor fails to cure such breach within ten (10) Business Days following notification thereof by Venture Holdings; (e) at any time before the Closing Date, by notice given by Winget, in the event of a material breach of this Agreement by Venture Holdings if Venture Holdings fails to cure such breach within ten (10) Business Days following notification thereof by Winget; (f) by Winget or Venture Holdings (with the consent of the Agent), if (v) the Debtors have not executed and delivered a commitment letter for the Exit Financing in accordance with Section 9.1(d) on or prior to the date of the Disclosure Statement hearing; (w) the Plan in the form agreed to in accordance with Section 7.1A(a)(ii) has not been filed with the Bankruptcy Court by September 24, 2003, (x) the form of Confirmation Order has not been agreed to in accordance with the provisions of Section 7.1A(a)(i); (y) the form of Operating Agreement has not been agreed to in accordance with the provisions of Section 7.1A(a)(iii); or (z) the Employment Agreement in the form agreed to in accordance with the provisions of Section 7.1A(a)(iv) has not been executed within 5 business days after the date hereof; (g) by Venture Holdings (with the consent of the Agent), pursuant to Section 6.2(g) if the Deliverables are not delivered during the Post-Signing Schedule Period or if notice is otherwise given prior to the expiration of the Review Period; 37 EXECUTION COPY (h) by either the Transferors or Venture Holdings (with the consent of the Agent), if the Closing Date shall not have occurred prior to June 30, 2004; provided, however, that the right to terminate this Agreement under this Section 10.1(h) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur prior to such date; or (i) by either the Transferors or Venture Holdings (with the consent of the Agent) if the Bankruptcy Court shall have denied confirmation of the Plan. The date on which this Agreement is terminated pursuant to this Section 10.1 is referred to herein as the "Termination Date". Notwithstanding the foregoing, if outside counsel to Venture Holdings advises Venture Holdings in writing that it must terminate this Agreement as provided above because the failure to terminate would breach its fiduciary duties, then the consent of the Agent need not be required to effectuate such termination. Venture Holdings may rely upon any consent by the Transferors if such consent is given by Winget on behalf of the Transferors. Section 10.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto provided that nothing herein shall relieve any party from liability for any breach of this Agreement prior to the date of termination, and provided further that the failure of a representation or warranty to be true and correct shall not entitle a terminating party to sue for damages unless the failure of such representation or warranty to be true and correct was known not to be true and correct as of the date of this Agreement or as of the date of delivery of the Disclosure Schedule. Upon termination, the Leases shall be released from the Escrow in accordance with the Escrow Agreement. Nothing in this Article X shall affect the Venture Holdings' (or the Agent's) or any other party's right to compel specific performance (to the extent available under applicable law) in lieu of exercising its termination rights. ARTICLE XI INDEMNIFICATION Section 11.1 Indemnification from the Transferors. (a) Provided that the Closing Date shall have occurred, the Transferors, jointly and severally, shall, subject to the limitations and qualifications set forth in Section 11.2, indemnify and hold harmless Venture Delaware, the Debtors and their respective subsidiaries (other than the Venture B Assets) for so long as and to the extent that such assets are subject to insolvency proceedings under foreign laws) and their respective directors, officers (other than Larry J. Winget), agents and assigns (collectively, the "Venture Indemnified Parties") against any Losses that may be imposed on or otherwise incurred or suffered by any of them, directly or indirectly, as a result of, or based upon or arising from: (i) any of the Excluded Liabilities; 38 EXECUTION COPY (ii) any inaccuracy or breach of any representation or warranty of any of the Transferors contained in this Agreement or in any document, certificate or other instrument delivered pursuant to this Agreement, in each case determined as of the Closing Date as though made as of such time (except for any representation and warranty which was made as of a specific date, in which case determined as of such date); (iii) the non-fulfillment or breach by any of the Transferors or Winget of the any their respective covenants contained herein; (iv) any Third Party Claims incurred or accrued prior to the Closing Date in respect of the Transferred Winget Entities or the Transferred Assets and which are required to be, but are not, disclosed in this Agreement (including the Disclosure Schedule); and (v) the violation of any law, rule or regulation prior to the Closing Date, by Winget or any of the Transferred Winget Entities which is not disclosed in this Agreement (including the Disclosure Schedule). Section 11.2 Limitations on Transferors' Indemnification Obligations. Notwithstanding anything to the contrary in this Agreement, the obligations of the Transferors to make indemnification payments pursuant to Section 11.1 shall be limited as follows: (a) None of the Transferors shall have any liability for indemnification pursuant to Section 11.1(a)(ii) unless and until the aggregate amount of all Losses for which indemnification is sought by the Venture Indemnified Parties pursuant to such Section exceeds $4 million (the "Deductible"), and once such amount is exceeded, the Transferors shall be liable only for amounts in excess of the Deductible and the aggregate liability of the Transferors pursuant to such section shall not exceed $40 million (the "Cap"); provided, however, that the liability of the Transferors for Losses relating to breaches of representations and warranties under Sections 6.1(b), (e), (m), (dd) and (ff) shall not be subject to the Deductible or the Cap. For the sole purpose of determining whether the Deductible has been satisfied, all references in Section 6.1 to materiality or to Material Adverse Effect shall be disregarded. (b) Notwithstanding anything in this Agreement to the contrary, the liability of the Transferors for any Losses for which the Venture Indemnified Parties would have an obligation of indemnification pursuant to Section 11.1(a)(ii) (as limited by Section 11.2) shall terminate on the eighteen month anniversary of the Closing Date (the "Indemnity Termination Date") with respect to claims for any such Losses not brought before such date (but will continue until the final, unappealable resolution of all claims with respect to any claims for which the Transferors have received written notice on or before the Indemnity Termination Date); provided, however, that the liability of the Transferors for Losses relating to breaches of representations and warranties under Sections 6.1(b), (e), (m), (dd) and (ff) shall survive until 30 days after expiration of the applicable statute of limitations. (c) The representations and warranties of the Transferors contained in Sections 6.1(w)(ii), (x), (y) or (z) shall not survive the Closing Date, and the Venture Indemnified Parties shall have no right of indemnification, or other recourse, against Winget in the event of any inaccuracy or breach of any of such representations and warranties. 39 EXECUTION COPY (d) Except with respect to fraud, indemnification pursuant to this Article XI shall be the sole remedy of the Venture Indemnified Parties in the event of any inaccuracy or breach of any representation, warranty or (subject to Section 12.10) covenant of the Transferors contained in this Agreement or in any document, certificate or other instrument delivered pursuant to this Agreement. With respect to fraud, Venture Holdings shall have all available legal and equitable rights and remedies. Section 11.3 Indemnification from Venture Holdings. Provided that the Closing Date shall have occurred, Venture Holdings shall indemnify the Transferors, their subsidiaries and their respective directors, officers, agents and assigns (collectively, the "Winget Indemnified Parties") against and hold them harmless from any Losses suffered or incurred by any of the Winget Indemnified Parties to the extent arising or resulting from (i) any inaccuracy or breach of any representation or warranty of Venture Holdings contained in this Agreement as of the Closing Date as though made as of such time, (ii) the Assumed Liabilities, or (iii) the non-fulfillment or breach by Venture Holdings of any of its covenants contained herein. Section 11.4 Mitigation. Prior to the assertion of any claims for indemnification under Section 11.1 or 11.3, the Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice (and which shall in any event include, without limitation, seeking recoveries under insurance policies), to mitigate such Losses. Recovery pursuant to Section 11.1 or 11.3 shall in no event include any consequential, speculative or punitive damages (except arising from Third Party Claims). Section 11.5 Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article XI shall be net of any amounts when and as recovered by the Indemnified Party under insurance policies with respect to such Loss. The Indemnifying Party shall use commercially reasonable efforts to seek recoveries under insurance policies and shall reimburse the Indemnified Party for any Loss indemnified by it to the extent all or a portion of such Loss (net of reasonable collection costs) is subsequently recovered by Indemnified Party under any such insurance; provided, that the foregoing shall not be construed to require immediate indemnification from an Indemnifying Party where it is apparent that insurance will eventually cover the loss. Section 11.6 Procedures Relating to Indemnification for Third Party Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Third Party Claim, the Indemnified Party must notify (i) the Indemnifying Party if the Third Party Claim is one for which Indemnifying Party must give indemnification, in writing, and in reasonable detail, of the Third Party Claim within 30 days after receipt by the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the ability to defend such claim or demand shall have been prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period prior to the giving of such notice by the Indemnified Party if notice is not timely given). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 days after the Indemnified Party's receipt thereof, 40 EXECUTION COPY copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall have the right to assume the defense thereof with counsel selected by the Indemnifying Party. Upon the Indemnifying Party assuming the defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the Indemnifying Party), which shall be at its own expense, separate from the counsel employed by the Indemnifying Party. In the event the Indemnifying Party fails to assume the defense of a Third Party Claim within 30 days after receipt of the notice for which the Indemnified Party is entitled to be indemnified as provided above, the Indemnified Party may defend the Third Party Claim consistent with its obligations hereunder, at the expense and for the account of Indemnifying Party, and shall keep the Indemnifying Party fully informed regarding the progress and status thereof. It is understood that the party assuming the defense shall control such defense. (i) All of the applicable Indemnified and Indemnifying Parties shall cooperate with the party assuming the defense of any Third Party Claim which is subject to this Article XI. Such cooperation shall include the retention and the provision, to the party assuming the defense, of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ii) The party assuming the defense shall keep the applicable Indemnified and Indemnifying Parties fully informed regarding the progress and status thereof. (iii) If the Indemnified Party has assumed the defense, it shall not settle, compromise or discharge such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party has assumed the defense, it shall not settle, compromise or discharge such Third Party Claim without the prior written consent of the Indemnified Party if such settlement, compromise or discharge requires the Indemnified Party to cease any activity or to take any action (other than entering into an agreement setting forth the terms of such settlement, compromise or discharge) or admit liability or consent to the entry of a judgment against the Indemnified Party. Section 11.7 Other Claims. In the event a party hereto should have a claim under this Article XI that does not involve a Third Party Claim for which it is entitled to be indemnified under this Article XI, such party shall deliver written notice of such claim with reasonable promptness and stating the nature, basis and amount of the claim in reasonable detail to the other party. The failure by a party to so notify the other party shall not relieve any liability under this Article XI, except to the extent that the ability to defend such claim or demand shall have been prejudiced as a result of such failure. If a party disputes the liability with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not 41 EXECUTION COPY resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction, as provided in Section 12.14. Section 11.8 Knowledge. It shall not be a defense, nor shall Venture Holdings or the Transferors, as the case may be, be deemed to have waived or released or otherwise be estopped from asserting any claim for indemnification for breach of a representation, warranty or covenant by having consummated the transactions contemplated hereby despite actual or constructive Knowledge of such breach prior to the Closing Date. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1 Amendment. This Agreement and the rights and obligations of the parties hereunder may not be changed orally, but only by an instrument in writing signed by each of the Debtors, each of the Transferors, and the Agent. Section 12.2 Survival of Representations, Warranties and Agreements. Except as provided in Section 11.2, the representations and warranties of the parties contained in this Agreement shall survive until the applicable Indemnity Termination Date. The covenants to be performed after the Closing Date shall survive indefinitely. Section 12.3 Access to Records After Closing Date; Disposal of Records. The parties to this Agreement agree to preserve until the seventh anniversary of the Closing Date or as otherwise required by law all business and tax records including, but not limited to, those records in their possession relating to the conduct of the Business prior to the Closing Date. In the event that any party to this Agreement requires access to any such records for preparing income tax returns, for complying with any audit request, subpoena, or other investigative demand by any governmental authority, third party, or for any civil litigation, to bring or respond to or defend any claim, lawsuit, investigation or other governmental inquiry or legal proceeding, to exercise their rights under this Agreement or as may be required by them to otherwise conduct their business activities, each party shall allow the requesting party access to such records, including reasonable use of office space and facilities, during regular business hours at the place of business of the nonrequesting party for the sole purpose of obtaining information for use as provided for in this section, and shall permit such party to make extracts and copies thereof as may be necessary or convenient. Section 12.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Michigan applicable to contracts executed and fully performed within the State of Michigan. Section 12.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made if and when delivered personally or by overnight courier to the parties at the following addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified below (or at such other address or telecopy number for a party as shall be specified by like notice): 42 EXECUTION COPY (a) In the case of the Transferors: Larry J. Winget 33662 James J. Pompo Drive Fraser, Michigan 48026-0278 With copies to: Allard & Fish P.C. 2600 Buhl Building 535 Griswold Street Detroit, Michigan 48226 Attn.: Ralph McKee Fax No.: (313) 961-6142 Greenberg Traurig, LLP 77 W. Wacker Drive Suite 2400 Chicago, IL 60601 Attn.: Nancy Mitchell Fax No.: (312) 456-8435 And copies to: Bank One, N.A. One Bank One Plaza Chicago, IL 60170 Attn.: Linda Thompson Fax No.: (312) 732-1775 Sidley Austin Brown & Wood LLP Bank One Plaza Chicago, IL 60603 Attn.: Larry J. Nyhan Fax No.: (312) 853-7036 (b) In the case of Venture Holdings: James E. Butler Executive Vice President Venture Holdings Company LLC 33662 James J. Pompo Drive Fraser, Michigan 48026 Fax No.: (586) 276-1845 43 EXECUTION COPY With a copies to: Judy A. O'Neill Foley & Lardner 150 West Jefferson, Suite 1000 Detroit, Michigan 48226-4443 Fax No.: (313) 963-9308 Barbara A. Kaye Dykema Gossett PLLC 315 E. Eisenhower, Suite 100 Ann Arbor, Michigan 48108 Fax No.: (734) 214-7696 Bank One, N.A. One Bank One Plaza Chicago, IL 60170 Attn.: Linda Thompson Fax No.: (312) 732-1775 Sidley Austin Brown & Wood LLP Bank One Plaza Chicago, IL 60603 Attn.: Larry J. Nyhan Fax No.: (312) 853-7036 Section 12.6 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Any such severed provision shall be replaced by a provision which is as near as possible in legal and economic effect. If it is not possible to do so, then the covenants, agreements, provisions and terms of this Agreement shall not be severed, and the validity of this Agreement shall be determined by reference to its entire contents. Section 12.7 Assignment. This Agreement may not be assigned by the parties hereto except that Venture Holdings shall assign to Venture Delaware and Venture Delaware shall assume the rights and obligations of Venture Holdings under this Agreement upon the consummation of the Plan. No such assignment shall relieve Venture Holdings of any of its obligations under this Agreement. Section 12.8 Further Assurances. The Transferors and Venture Holdings agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other parties in order to more fully effect the purposes of this Agreement. Without limiting the generality of the preceding sentence, from time to time after the Closing Date, without further consideration, Winget shall, and shall cause the other Transferors to, cooperate with Venture Holdings and shall execute and deliver instruments of transfer or assignment or assumption, or shall execute and deliver such other documents, to Venture Holdings as Venture Holdings reasonably may request to evidence or perfect Venture 44 EXECUTION COPY Delaware's right, title and interest to the Transferred Winget Entities and Transferred Assets and otherwise carry out the transactions contemplated by this Agreement. Winget shall execute all documents reasonably required to be executed by him in his capacity as a current or former officer and director of Venture Holdings. Section 12.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Transferors or Venture Holdings, 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. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law. Section 12.10 Specific Performance. Each of the parties hereto shall have the right and remedy to have the terms of this Agreement specifically enforced by any court of competent jurisdiction, including the Bankruptcy Court, it being agreed that any breach or threatened breach of this Agreement would cause irreparable injury and that money damages would not provide an adequate remedy. Accordingly, in addition to any other rights or remedies, each of the parties hereto shall be entitled to injunctive relief to enforce the terms of this Agreement and to restrain any violation of its provisions. Without limiting the foregoing in any respect, approval of this Agreement by the Bankruptcy Court shall not be a condition to the rights of Venture Holdings and the Agent to compel specific performance of the provisions of this Agreement, it being understood and agreed by the parties hereto that the Bankruptcy Court will be requested to approve this Agreement only in connection with confirmation of the Plan. Section 12.11 Counterparts. This Agreement may be executed in two or more counterparts thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 12.12 Binding Effect; Third-Party Beneficiaries. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the obligations, representations and warranties of the Debtors are subject to the approval of this Agreement by the Bankruptcy Court. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Without limiting the generality of the foregoing, this Agreement shall inure to the benefit of and be binding upon Venture Delaware. Except as provided in this Section 12.12, this Agreement shall not create any rights in any persons or entities who are not parties hereto (other than any Indemnified Parties who are not parties hereto), their successors or permitted assigns, including without limitation any third party beneficiary rights. Notwithstanding the foregoing, the Agent shall be deemed a third party beneficiary of this entire Agreement with the ability to enforce the obligations herein. Section 12.13 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. The parties make no representations or warranties to each other, except as contained in this Agreement, and any and all prior representations and warranties made by any party or its representatives, whether verbally or in writing, are deemed to have been merged into this 45 EXECUTION COPY Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement. Section 12.14 Consent to Jurisdiction. Each of the parties irrevocably submits to the jurisdiction of the Bankruptcy Court for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby until the Indemnity Termination Date. Section 12.15 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 12.16 Tax Matters. (a) The Transferors shall be responsible for all Income Taxes and the preparation and filing of all such Income Tax returns for the Transferred Winget Entities, exclusive of South Africa and Australia, for any period (or portion thereof) commencing prior to and ending on or prior to the Closing Date. Transferors shall be responsible for all Michigan Single Business Taxes for the periods beginning before and ending on the Closing Date. For the Michigan Single Business Tax period beginning before the Closing Date and ending after the Closing Date, the Transferors shall be responsible for all such Michigan Single Business Taxes, pro rated on an interim closing of the books basis. Venture Holdings shall be responsible for preparing and filing returns for such period and shall provide copies of all such returns to Winget for his review, not later than ten (10) business days prior to filing. The Transferors shall make all payments required under this Section 12.16(a) with respect to any such Taxes and Tax returns. The Transferors shall be entitled to use all existing overpayments made prior to the Closing Date and credits properly allocable to the periods ending on or before the Closing Date with respect to such Taxes to reduce their liability hereunder for such Taxes. Credits arising under the Michigan Single Business Tax shall be pro-rated in the same manner and to the same extent as the Michigan Single Business Tax, provided any credit specifically arising from a Transferred Winget Entity's status as an "S" corporation shall be allocated to the Transferors. (b) Venture Holdings shall be responsible for all Taxes, and the preparation and filing of all Tax returns, due after the Closing Date, (w) for all Income Taxes of South Africa and Australia (excluding any liability for withholding Taxes attributable to dividends or interest paid to Winget or his affiliates or Income Taxes attributable to the transactions contemplated by this Agreement or the Plan) for periods ending on or prior to the Closing Date, (x) for all Tax obligations of the Transferred Winget Entities (exclusive of Income Tax obligations, including Michigan single business Taxes, of the Transferred Winget Entities other than those described in clause (w)) for periods ending on or prior to the Closing Date, and (y) for all periods after the Closing Date that relate to the ownership of the Winget Assets or the operations of the Business of any Transferred Winget Entities during such periods; provided, however, that the Transferors (and not Venture Holdings) shall be responsible for any Taxes described in this subsection (b) to the extent such Taxes (i) were due and owing but unpaid prior to the Closing Date, or (ii) relate to a breach of a representation or warranty set forth in Section 6.1(m). Venture Holdings will make all payments required with respect to any such Taxes or tax returns. 46 EXECUTION COPY (c) With respect to the taxable year of any Transferred Winget Entity which, as of the date hereof, is a flow-through entity for federal income Tax purposes and whose taxable year ends on the Closing Date, Winget shall have the right to determine the method of accounting to be employed in the determination of the taxable income of such Transferred Winget Entity for such taxable year, as long as (i) such method is in accordance with applicable Tax laws and (ii) such method does not have an adverse effect on the Taxes payable by or with respect to the Transferred Entity for any period (or portion thereof) beginning after the Closing Date (including any method that would have the effect of deferring income to such periods or accelerating deductions prior to such periods). (d) For purposes of subsections (a) and (b) of this Section 12.16, any Income Taxes attributable to a period beginning on or before and ending after the Closing Date shall be allocated on a "closing of the books" basis by assuming that the books of the respective entity were closed at the close of the Closing Date. For the avoidance of doubt, any Income Taxes incurred as a result of the cancellation of debt owed by a Transferred Winget Entity occurring by virtue of the Plan will be allocated to the pre-Closing Date period. (e) Venture Holdings shall have the right to receive a copy of all 2002 Transferred Winget Entity Income Tax Returns and any other Income Tax Returns filed after the date of this Agreement. Section 12.17 Release. (a) Except for the obligations created by this Agreement or as provided in Article V of this Agreement, and except as provided in paragraph (d) below, as of the Closing Date, Winget, individually and as Trustee of the Larry J. Winget Living Trust, each Transferor and each Retained Entity which is not a Transferor (each a "Releasing Party") fully, finally and forever release and agree to hold harmless the Debtors and all their respective successors, assigns, officers, directors, stockholders, employees, lenders, affiliates, attorneys, consultants, advisors (financial and otherwise), agents, representatives and all Restructuring Professionals, and all of their respective heirs, representatives, predecessors, successors, and assigns (in their capacity as such and not in any other capacity) (collectively, the "Released Parties") from and against any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liabilities, claims, demands, damages, losses, costs and expenses, of any nature whatsoever, known or unknown, fixed or contingent, foreseeable or unforeseeable (collectively, the "Released Claims"), which such Releasing Party may have at the Closing Date or may thereafter have against any of the Released Parties by reason of any matter, cause or thing whatsoever from the beginning of time to the Closing Date, other than claims arising under this Agreement (the "Release"). (b) Each Releasing Party acknowledges that it may hereafter discover facts different from or in addition to those which it now knows or believes to be true with respect to the Released Claims which are the subject of the Release and each Released Party expressly agrees to assume the risk of the possible discovery of additional or different facts, and agrees that the Release shall be and remain effective in all respects, regardless of such additional or different facts. 47 EXECUTION COPY (c) All other releases among the parties shall be in accordance with the Plan. (d) Notwithstanding the preceding provisions of this Section 12.17, in the event that any of the Released Parties shall, directly or derivatively, commence or pursue any litigation against any of the Releasing Parties with respect to any matter which arose prior to the Closing Date, or in the case of any claim by any Venture Indemnified Party pursuant to Section 11.1, the Releasing Parties shall have the right and ability to pursue any defense, offset or counterclaim which they could assert against the Debtors in such litigation, provided however that the amount of the Releasing Parties' recovery shall be limited to the amount of recovery under the initial claim or as otherwise provided in Article V. (e) Paragraphs (a) and (b) of this Section 12.17 shall only be effective if the Closing Date shall occur; otherwise, this Section 12.17 (other than paragraph (d)) shall be null and void. Section 12.18 Schedules and Exhibits. The Deliverables and exhibits referred to herein, and the Disclosure Schedule, shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes. Any information or matters contained in one section of the Disclosure Schedule shall not be deemed to be referable or applicable to, or incorporated in, any other section of the Disclosure Schedule unless specific reference is made thereto in such schedule or where such information or matter, by its very nature and substance, is reasonably referable or applicable to such other section of the Disclosure Schedule. The inclusion of any item in the Disclosure Schedule is not evidence of the materiality of such item for the purposes of this Agreement. Section 12.19 Plan to Control. Notwithstanding anything in this Agreement to the contrary, the Debtors are not, and shall not be deemed to be, releasing any rights any of them otherwise has under the Plan. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. [SIGNATURES APPEAR ON FOLLOWING PAGES.] 48 IN WITNESS WHEREOF, each Transferor and each Debtor has caused this Contribution Agreement to be duly executed by their respective officers as of the day and year first above written. VENTURE HOLDINGS COMPANY LLC By: ______________________________ Name: Title: VEMCO, INC. By: ________________________________ Its: VENTURE INDUSTRIES CORPORATION By: ________________________________ Its: VENTURE MOLD & ENGINEERING CORPORATION By: ________________________________ Its: VENTURE LEASING COMPANY By: ________________________________ Its: VEMCO LEASING, INC. By: ________________________________ Its: VENTURE HOLDINGS CORPORATION By: ________________________________ Its: VENTURE SERVICE COMPANY By: ________________________________ Its: EXPERIENCE MANAGEMENT LLC By: ________________________________ Its: VENTURE EUROPE, INC. By: ________________________________ Its: VENTURE EU CORPORATION By: ________________________________ Its: LARRY J. WINGET _____________________________________ THE LARRY J. WINGET LIVING TRUST By: _______________________________ Larry J. Winget, Trustee under the Larry J. Winget Living Trust VENTURE SALES & ENGINEERING CORP. By: ________________________________ Its: P.I.M. MANAGEMENT COMPANY By: ________________________________ Its: The undersigned executes this Agreement solely with respect to the matters in Article V. GOLF COURSE SERVICES, L.L.C. (d/b/a THE WYNDGATE) By: ________________________________ Its: ACKNOWLEDGEMENT OF HARPER PARTNERS: The undersigned, the Harper Partners, agree to be bound by the provisions of Section 7.1A(c)(ii) of this Agreement with respect to any adjustment in rent relating to the Harper Property. THE ALICIA WINGET LIVING TRUST By: _______________________________ _________, Trustee under the Alicia Winget Living Trust THE LARRY J. WINGET LIVING TRUST By: _______________________________ Larry J. Winget, Trustee under the Larry J. Winget Living Trust VIMCO CORPORATION By: ________________________________ Its: A. JAMES SCHUTZ ____________________________________ MICHAEL G. TORAKIS ____________________________________ ANNALISA WINGET _________________________________ GWENDOLYN MAY WINGET _________________________________ LARRY JOSEPH WINGET, JR. _________________________________ NORMAN MATTHEW WINGET _________________________________ ADELICIA JO JEAN TIGNANELLI _________________________________ EXECUTION COPY EXHIBIT A WINGET ENTITIES Venture Sales & Engineering Corp. Venture Real Estate, Inc. Deluxe Pattern Corporation Venco #1, L.L.C. Realven Corporation Venture Automotive Corp. Patent Holding Company Venture Equipment Acquisition Company Venture Heavy Machinery Limited Liability Company Venture Real Estate Acquisition Company P.I.M. Management Company (a/k/a PIM, Inc.) Venture Holdings B.V. Venture Otto South Africa Pty Ltd. Venture Peguform One (Pty) Ltd (formerly Formprops 117 (Pty) Ltd) Venture Peguform Two (Pty) Ltd (formerly HM Leibowith (Pty Ltd) Venture Peguform Properties One (Pty) Ltd (formerly Venture Otto Properties (Pty) Ltd) Lot Progress Properties (Pty) Ltd Venture Peguform Properties Two (Pty) Ltd (formerly Lot 1544 Isipingo (Pty) Ltd) ISG Gauteng (Pty) Ltd ISG Natal (Pty) Ltd ISG East Cape (Pty) Ltd AIC Chemicals (Pty) Ltd Farm & Country Real Estate Company Venture - Nevada LLC Shelby American, Inc. (75% owned by Venture Nevada) Venture Asia Pacific Pty. Ltd. Venture Industries Australia Pty. Ltd.(Plastics Plant) Venture Mould & Engineering Australia Pty.Ltd.(Metro Tool & Die) Millard Design Australia Pty. Ltd. EX-1 EXECUTION COPY Venture Advance Design Engineering Australia Pty. Ltd. (formerly Venture Technology Development Corporation Pty. Ltd.) Venture Engineering Design Services Australia Pty Ltd Venture Australia Unit Trust Venture Global Engineering Venture Foreign Sales Pompo Insurance and Indemnity, Ltd. Vimco Corp. MGT Construction Center for Lean Manufacturing Venco Mgt. VIC Management VIRN/VIR/VIRN Holdings EX-2 EXECUTION COPY EXHIBIT B TRANSFERRING WINGET ENTITIES Venture Sales & Engineering Corp. P.I.M Management Company EX-3 EXECUTION COPY EXHIBIT C [INTENTIONALLY OMITTED] EX-4 EXECUTION COPY EXHIBIT D RETAINED PROPERTY (AND RETAINED ENTITIES) RETAINED PROPERTY 1. Membership interests in VIC Management, L.L.C. and Venture Global Engineering LLC owned by Deluxe Pattern Corporation 2. Receivable owed to Farm & Country Real Estate by Joseph Tignanelli ($366,652 as of 7/31/03) 3. Receivable owed to Venture Real Estate, Inc. by Larry Winget ($150,000 as of 7/31/03) 4. The following accounts receivable of Heavy: PIM Management Company $ 5,285,388 Venco #1 LLC $ 4,066,807 Venture Global Engineering $ 262,887 Venture Global Engineering (Supercart) $ 1,500,000 Larry J. Winget $12,074,425
5. The following additional accounts receivable of Heavy: Venture Universal, LLC $4,301,786 Supercart $1,211.101 VIRN $ 36,675
RETAINED ENTITIES Acropolis Resort, LLC Adams Road Land Co., LLC Center for Lean Manufacturing FTS Golf Course Corporation I Golf Course Development Company Golf Course Services, LLC Harper Properties of Clinton Twp. Limited Partnership Linden Creek M&M Flow Through Systems, LLC MAST Services, LLC MGT Construction, Inc. EX-5 EXECUTION COPY Millard ESP Modas LLC Venture - Modas, Inc. Moldite Technologies LLC Nova Industries, Inc. Oakland Land Company Ohio Golf Corporation Ohio Golf Course Land Company P.I.M. Management Company (a/k/a PIM, Inc.) Pompo Insurance & Indemnity Company, Ltd. Shefco Supercart Holdings Pty., Ltd. Satyam Venture Engineering Services (SVES) Tignanelli Interiors Venture - Universal, LLC Universal Plastic Industries, Inc. (a/k/a Universal Venture Automotive) Venco Mgmt. Venture Australia Unit Trust Venture Corporacion Desarroladorade Technologia Venture Foreign Sales Corporation Venture Global Engineering LLC VIC Management, L.L.C. Vimco Corporation VIR Company, LLC/ VIRN Company, LLC/ VIRN Holdings, LLC Windall Industries, Inc Venture Sales & Engineering Corp. Venture Alabama, LLC EX-6 EXECUTION COPY EXHIBIT E TRANSFERRED WINGET ENTITIES Venture Real Estate, Inc. Deluxe Pattern Corporation Venco #1, L.L.C. Realven Corporation Venture Automotive Corp. Patent Holding Company Venture Equipment Acquisition Company Venture Real Estate Acquisition Company Venture Heavy Machinery Limited Liability Company Venture Holdings B.V. Venture Otto South Africa Pty Ltd. Venture Peguform One (Pty) Ltd (formerly Formprops 117 (Pty) Ltd) Venture Peguform Two (Pty) Ltd (formerly HM Leibowith (Pty Ltd) Venture Peguform Properties One (Pty) Ltd (formerly Venture Otto Properties (Pty) Ltd) Lot Progress Properties (Pty) Ltd Venture Peguform Properties Two (Pty) Ltd (formerly Lot 1544 Isipingo (Pty) Ltd) ISG Gauteng (Pty) Ltd ISG Natal (Pty) Ltd ISG East Cape (Pty) Ltd AIC Chemicals (Pty) Ltd Farm & Country Real Estate Company Venture - Nevada LLC Shelby American, Inc. (75% owned by Venture Nevada) Venture Asia Pacific Pty. Ltd. Venture Engineering Design Services Australia Pty Ltd Venture Industries Australia Pty. Ltd.(Plastics Plant) Venture Mould & Engineering Australia Pty.Ltd.(Metro Tool & Die) Millard Design Australia Pty. Ltd.* Venture Advance Design Engineering Australia Pty. Ltd. (formerly Venture Technology Development Corporation Pty. Ltd.) EX-7 EXECUTION COPY EXHIBIT F TRANSFERRED ASSETS Sales Representation Agreement effective as of January 1, 2000 between Venture Industries Australia Pty. Ltd. and VSE, and any amendments thereto Sales Representation Agreement effective as of January 1, 2000 between Venture South Africa Pty. Ltd. and VSE, and any amendments thereto EX-8 EXECUTION COPY EXHIBIT G [INTENTIONALLY OMITTED] EX-9 EXECUTION COPY EXHIBIT H HARPER LEASE EX-10 LEASE AGREEMENT THIS LEASE is made between the following parties: LANDLORD: HARPER PROPERTIES OF CLINTON TWP. LIMITED PARTNERSHIP, a Michigan limited partnership, whose address is 33662 James J. Pompo Drive, Fraser, Michigan 48026. TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation, whose address is 33662 James J. Pompo Drive, Fraser, Michigan 48026. SUMMARY OF LEASE TERMS. The following summary (the "Summary") is intended to summarize the pertinent terms of this Lease and is not intended to be exhaustive. In the event anything set forth in this Summary conflicts with the other specific provisions of this Lease, the specific provisions of the Lease shall be deemed to control in the absence of expressed contrary intent. A. THE PREMISES. Approximately 180,000 square feet of space located in the Township of Clinton, County of Macomb, State of Michigan commonly known as 34501 Harper Avenue, Clinton Township Michigan as more particularly described in EXHIBIT "A", subject to the provisions of Section I of this lease. B. THE TERM. COMMENCEMENT DATE: Subject to the provisions of Section 2 of this lease. EXPIRATION DATE: The lease shall expire ten (10) years from the Commencement Date, subject to Tenant's option to extend the Term (as hereinafter defined) and Tenant's option to terminate this Lease, in each case, pursuant to Section 2.01 of this Lease. C. RENT. BASE RENT: Tenant shall pay Base Rent in equal monthly installments as set forth in Section 3.01. D. TENANT'S PROPORTIONATE SHARE ...................... 100% E. [INTENTIONALLY OMITTED] F. LIMITS OF INSURANCE. 1. If dual limits: Bodily Injury: $1,000,000 per person $2,000,000 per occurrence Property Damage: $2,000,000 per occurrence 2. If single limit: $2,000,000 G. USE AND OCCUPANCY OF THE PREMISES. 1. General industrial use and incidental and ordinary related uses. STANDARD COVENANTS, TERMS AND CONDITIONS SECTION I: PREMISES AND TENANT IMPROVEMENTS 1.01 In consideration of the rent to be paid and the covenants and agreements to be performed hereunder, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described in paragraph A of the Summary (the "PREMISES"), located in the building, commonly known as 34501 Harper Avenue, Clinton Township, Macomb County, Michigan (the "BUILDING") and the nonexclusive use of the other common areas in or appurtenant to the Building and located on the Real Estate (as hereinafter defined). 1.02 AMENDED PREMISES. Landlord shall have the right, exercisable at any point during the Term (including any extension thereof), to recapture a portion of the Premises from Tenant (the "RECAPTURE RIGHT"). In the event Landlord elects to exercise the Recapture Right, Landlord shall provide Tenant with a separate legal description for the common areas in or appurtenant to the Building (the "VACANT AREA PARCEL") and for the Building and the necessary parking areas for the operation of the Building (the "BUILDING PARCEL"). The Vacant Area Parcel and the Building Parcel shall be depicted in a survey detailing the boundaries of the separate parcels and the location of all structures on the parcels. The cost of the survey and division of the Premises into the Vacant Area Parcel and the Building Parcel shall be paid by the Landlord. Upon the production of the separate legal descriptions and survey this Lease shall be deemed to be amended to substitute the Building Parcel for the Premises. Landlord and Tenant shall thereafter execute an amendment to the Lease pursuant to which the Lease is modified to substitute the Building Parcel for the Premises. Upon the exercise of the Recapture Right, Landlord shall be free to use and dispose of the Vacant Area Parcel, subject to the restrictions set forth in this Lease. Thereafter, the Vacant Area Parcel shall be maintained by the Landlord at the Landlord's sole cost in a manner reasonably acceptable to the Tenant including the weekly landscape maintenance and Landlord shall be responsible for the real estate taxes assessed to the Vacant Area Parcel. If the Vacant Area Parcel is not assessed separately from the Building Parcel, then Landlord and Tenant shall each be responsible for their proportionate share of the real estate taxes for the Premises based on the square footage of the Premises as depicted by the survey. Tenant shall be responsible for all taxes assessed against the improvements located on the Building Parcel. Landlord shall assume sole responsibility and liability for the Vacant Area Parcel and shall indemnify the Tenant from any claim arising out of the Vacant Area Parcel. 1.03 VACANT AREA PARCEL - RIGHT OF FIRST OFFER. Landlord shall not lease, sell, or transfer the Vacant Area Parcel and/or Building Parcel to another party, or enter into a contract with any such other party for the lease, sale, or transfer, of the Vacant Area Parcel or the Building Parcel, without first giving Tenant written notice of Landlord's intent to lease, sell, or transfer the Vacant Area Parcel or Building Parcel, as the case may be (the "LANDLORD'S NOTICE"). Landlord's Notice shall include a written offer to lease or sell the Vacant Area Parcel and/or Building Parcel, as the case may be, to Tenant at a price and on terms and conditions that shall be set forth in the Landlord's Notice. Tenant shall have thirty (30) days after the receipt of Landlord's Notice within which to notify Landlord whether it wishes to lease or purchase the Vacant Area Parcel and/or Building Parcel, as the case may be. If Tenant wishes to either purchase or lease the Vacant Area Parcel and/or Building Parcel, Tenant shall make a written acceptance of Landlord's offer contained in the Landlord's Notice to the Landlord to either lease or purchase the Vacant and/or Building Parcel (the "TENANT'S NOTICE"). If Tenant does so notify Landlord, then Tenant shall be bound to lease or purchase the Vacant Area Parcel and/or Building Parcel, as the case may be, and Landlord shall be bound to sell or lease the Vacant Parcel and/or Building Parcel, as the case may be, to Tenant, at the price or rent on the terms and conditions set forth in the Landlord's Notice. If Tenant does not so notify Landlord within such thirty (30) day period, then Landlord shall be free to contract to sell or lease the Vacant Area Parcel and/or Building Parcel to any third-party provided such sale or lease is at a purchase price or rent term not less than ninety-five percent of the purchase price or rent term set forth in the Landlord Notice and on terms and conditions 2 not materially more favorable to the third party than those set forth in the Landlord's Notice. SECTION 2: TERM; OPTION(S) TO EXTEND AND TERMINATE 2.01 TERM. The "TERM" shall commence (the "COMMENCEMENT DATE") upon release of this Lease to the Tenant pursuant to and in accordance with the terms of the Escrow Agreement among Larry J. Winget, Venture Holdings Company, LLC and First American Title Insurance Company, dated September 22, 2003. The Lease shall not be enforceable until approval is received by the United States Bankruptcy Court. The Term will expire on the Expiration Date shown in Paragraph B of the Summary, subject to Tenant's option(s) to extend the Term pursuant to this Section 2.01. OPTION TO EXTEND. Provided the Tenant is not then in default under this Lease, the Tenant shall have the option to extend the Term of this Lease for two (2) additional periods of five (5) years each (each, an "OPTION PERIOD"). Tenant shall exercise each said option by giving the Landlord written notice of such election not less than one hundred and eighty (180) days prior to the expiration of the then existing term. All terms and conditions of this Lease shall remain the same, except that the Base Rent for each five (5) year Option Period shall be determined either by (i) the agreement of Landlord and Tenant as to fair market value rent or (ii) the determination of an independent appraiser mutually selected by Landlord and Tenant, as to fair market value rent based on similar facilities, locations, business operations, and taking into account the leasehold improvements actually paid for by the Landlord thereunder to the extent not reimbursed by the Tenant. However, notwithstanding anything to the contrary contained herein or in the Lease, the amount of Base Rent due under the Lease shall never decrease below the Base Rent charged during the proceeding year of the Lease, or the Base Rent charged during the first year of the Lease, whichever is greater In making any calculations hereunder, no effect shall be given to existing rent concessions, abatements, or tenant improvement allowances (if any). SECTION 3: BASE RENT 3.01 Tenant shall pay to Landlord Base Rent in monthly installments during the Term. The initial Base Rent shall be the fair market value rent as determined pursuant to that certain Contribution Agreement between Larry J. Winget and The Larry J. Winget Living Trust, the Other Transferors named therein, and Venture Holding Company, LLC dated September 22, 2003, (the "CONTRIBUTION AGREEMENT") provided, however, that if the Term commences pursuant to Section 2.01 prior to a determination of fair mark rent value rent under the Contribution Agreement then the rent shall be determined either by (i) the agreement of the Landlord and the Tenant as to the fair market value rent or (ii) the determination of an independent appraiser mutually selected by the Landlord and the Tenant, as to the fair market value rent based on similar facilities, locations, business operations, and taking into account the leasehold improvements actually paid for by the Landlord thereunder to the extent not reimbursed by the Tenant.. During each Option Period, Base Rent shall be determined in the manner described in Section 2.01. 3.02 Each monthly installment of rent will be paid in advance in the manner set forth in Section 5 hereof. The first installment shall be due and payable on the Commencement Date and each succeeding installment shall be due and payable on the first day of each and every month thereafter (the "RENT DAY") during the Term and any extension thereof at the office of the Landlord at the address shown on the cover page of this Lease or at such other place as Landlord may designate from time to time in writing. The Base Rent and Operating Costs, subject to Section 4.01(ii), for a partial calendar month, if any, at the beginning of the Term shall be prorated on a daily basis (based on the actual number of days in the applicable calendar month) and shall be payable on the Commencement Date. 3 SECTION 4: OPERATING COSTS 4.01 DEFINITIONS (i) "REAL ESTATE TAXES" means real estate taxes and assessments, general and special, assessed and levied upon the Building and the Real Estate. The "BUILDING" means the Building of which the Premises are a part and "REAL ESTATE" means the land on which the Building is situated and, as and to the extent designated by Landlord, the parking areas, walks, drives, plazas, landscaped areas and other common areas located on the Real Estate and serving the Building. For purposes of calculating Real Estate Taxes hereunder, Landlord may take the benefit of the provisions of any statute or ordinance permitting any assessment to be paid over a period of time and the installments of such assessment which would become due and payable by virtue of such provisions during the Term of this lease or any extension hereof, together with any interest thereon, will be included in the calculation of Real Estate Taxes. In the event that the United States or the city, county, state or other political subdivision of any governmental authority having jurisdiction imposes a tax, assessment or surcharge of any kind or nature upon, against, measured by or with respect to the rentals payable by the tenants of the Building or on the income of Landlord derived from the Building (expressly excluding any portion of Landlord's Michigan Single Business Tax), or with respect to Landlord's ownership of the Building and the Real Estate either by way of substitution for all or any part of the taxes and assessments levied or assessed against the Building and the Real Estate, or, in addition thereto (but not including federal, state or local income taxes unless levied by way of substitution), such tax, assessment or surcharge will be deemed a Real Estate Tax for purposes of this Section. In no event shall the Real Estate Taxes include any penalty or interest charge which may be due by virtue of Landlord's late or non-payment thereof. In addition, the term "Real Estate Taxes" shall not include any taxes measured by the net income of Landlord, franchise, succession, inheritance or real estate transfer taxes. (ii) "OPERATING COSTS" Tenant shall pay as Operating Costs hereinafter referred to as the "Operating Costs") all operating costs and impositions for the Building as set forth in this Section. Tenant shall make all payments of Operating Costs directly to the parties entitled to receive such payments. Impositions to be paid by Tenant shall include, collectively, all real estate taxes (subject to Section 1.02) on the Premises (including without limitation those levied by special taxing districts) or the use, lease, ownership or operation thereof, personal property tax on the property covered by this Lease that is classified by governmental authorities as personal property, assessments (including all assessments for public improvements or benefits) water, sewer, gas heat, light, power, cable television, and any other utility assessment or other rents and charges, excises, levies, fees and all other governmental charges of any kind or nature whatsoever, general or special, foreseen or unforeseen, ordinary or extraordinary, with respect to the Premises or any part thereof, including all interest and penalties thereon, which at any time prior to, during or with respect to the Initial Term may be assessed or imposed on or with respect to or be a lien upon Landlord or the Premises or any part thereof or any rent therefrom or any estate, title or interest therein and any and all community associations, and/or association charges, fees, dues and assessments, and interest and penalties thereon. Operating Costs to be paid by Tenant shall include any and all expenses, costs and disbursements of every kind and nature whatsoever, which are required to operate, repair, maintain, replace and rebuild the Premises and every component thereof in comparable condition as it was at the commencement of this Lease and in compliance with Applicable Laws and in accordance with the requirements of any insurance carrier providing insurance under this Lease. Operating Costs shall exclude only the following: (i) any interest on borrowed money or debt amortization arising by, through, or under Landlord (except interest incurred after an in connection with a Default by Tenant); (ii) depreciation on the Building; and (iii) costs of Landlord's overhead. 4 SECTION 5: MANNER OF PAYMENT 5.01 The Base Rent, Operating Costs and all other charges payables by Tenant hereunder will be paid promptly when due, without relief from valuation laws, notice or demand therefor, and without deduction, abatement, counterclaim or setoff for any reason whatsoever, except as otherwise provided herein. All amounts payable by Tenant to Landlord under the provisions of this Lease will be paid by Tenant in lawful money of the United States at the place herein provided for notices to Landlord or at such other place or to such other person as Landlord may from time to time designate by notice to Tenant. 5.02 In the event the amount of the Real Estate Taxes are not contested by Landlord, then Tenant, upon written notice to Landlord, shall have the right to contest the amount of the Taxes at Tenant's sale cost and expense, by the appropriate proceedings diligently contested in good faith. Notwithstanding such proceedings, Tenant shall promptly pay and discharge such Taxes and any penalties or interest assessed thereon, unless such proceedings and the posting of a bond or other security shall (a) operate to prevent or stay the collection of the Taxes and secure any accruing penalties or interest and (b) operate to cure Landlord's default in the payment of Taxes required under any mortgage upon the Demised Premises. Landlord agrees to join Tenant in such proceedings, if necessary, provided Tenant pays all costs and expenses incurred by Landlord, including actual attorneys' fees. SECTION 6: DELINQUENT PAYMENTS 6.01 If Tenant neglects or fails to pay within five (5) days after the date it receives a written notice from Landlord that the same is due and payable, any Base Rent, Operating Costs or any other amount required to be paid to Landlord under this Lease, Tenant shall pay to Landlord, in addition to such unpaid amounts, a late payment charge and interest upon such unpaid amounts from five (5) days after the due date thereof to the date of payment at the Applicable Rate as defined in subparagraph (ii) of this paragraph 6.01. (i) LATE PAYMENT CHARGES. Tenant acknowledges that late payment by Tenant to Landlord of Base Rent or any other amount required to be paid to Landlord under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult and impracticable to ascertain. Such administration costs include, without limitation, processing and accounting charges and late charges that may be imposed upon Landlord by virtue of its debt obligations. Accordingly, if Tenant fails to make any of such payments within five (5) days after Tenant's receipt of written notice from Landlord that such payment is due, Tenant shall pay a late charge (in addition to the interest payable under subparagraph (ii) below) equal to Two Hundred Fifty Dollars ($250.00). The parties acknowledge that such late charge represents a fair and reasonable estimate of the administrative costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. (ii) INTEREST CHARGE; APPLICABLE RATE. If Tenant neglects or fails to pay, within five (5) days after the date the same is due and payable, any Base Rent or any other amount required to be paid to Landlord under this Lease, Tenant will pay an interest charge on all such unpaid amounts (other than the late payment charge) at an applicable rate per annum equal to two percent (2%) over the prime interest rate charged by Comerica Bank of Detroit ("COMERICA PRIME") to its best commercial customers on the date when the sum becomes due, but not in excess of the maximum interest rate permitted by-law. This obligation to pay late charges and interest will exist in addition to and not in lieu of the other default provisions in this Lease. 5 (iii) MAXIMUM CHARGE. Notwithstanding the foregoing provisions of this Section, in no event shall the amounts charged under this Section exceed the maximum amount which may be lawfully charged by Landlord under applicable law. In the event the amounts provided for under this Section shall exceed such lawful charge, then the amounts payable under this Section shall be reduced to the maximum amount of such lawful charge. SECTION 7: 7.01 [INTENTIONALLY OMITTED] SECTION 8:BREACH; INSOLVENCY; REENTRY 8.01 If any rental payable by Tenant to Landlord remains unpaid for more than five (5) days after Tenant's receipt of written notice of nonpayment or if Tenant violates or defaults in the performance of any of its non-monetary obligations in this Lease (including the Rules and Regulations) and the non-monetary violation or default continues for a period of thirty (30) days after Tenant's receipt of written notice, then Landlord may (but will not be required to) declare this Lease forfeited and the Term ended, or reenter the Premises, or may exercise all other remedies available under Michigan law. If any non-monetary default is one that will reasonably require more than thirty (30) days to correct, Tenant shall not be deemed to be in default hereof if, after receiving written notice of non-performance from Landlord, Tenant has promptly commenced the curing of such default and is diligently pursuing the same to completion. Except for the negligence or intentional act or omission of Landlord, its agents, contractors or employees, Landlord will not be liable for damages to person or property by reason of any legitimate reentry or forfeiture. In the event of reentry by Landlord without declaration of forfeiture, the liability of Tenant for the rent provided herein will not be relinquished or extinguished for the balance of the Term. Tenant will pay, in addition to the rental and other sums agreed to be paid hereunder, reasonable attorneys' fees, costs and expenses in any suit or action instituted by or involving Landlord to enforce the provisions of or the collection of the rentals due Landlord under this Lease, including, subject to applicable law, any proceeding under the Federal Bankruptcy Code. 8.02 Subject to the provisions set forth in this Section 8.02, if Tenant is adjudged bankrupt or insolvent, files or consents to the filing of a petition in bankruptcy under Federal or State law, applies for or consents to the appointment of a receiver for all or substantially all of its assets, makes a general assignment for the benefit of its creditors, fails generally to pay its debts as they become due, or does anything which under the applicable provisions of the Federal Bankruptcy Code would permit a petition to' be filed by or against Tenant, then Tenant shall be in default under this Lease and, to the extent from time to time permitted by applicable law, including but not limited to the Federal Bankruptcy Code, Landlord shall be entitled to exercise all remedies set forth in the preceding paragraph in this Section 8. Tenant acknowledges that its selection to be a tenant of the Building was premised in material part on Landlord's determination of Tenant's creditworthiness and ability to perform the economic terns of this Lease and Landlord's further determination that Tenant and the character of its occupancy and use of the Premises would be compatible with the nature of the Building and the other tenants thereof. In the event of an assignment, Landlord must be assured that the financial condition of the assignee is sound and that its use of the Premises will be compatible with the Building and its other tenants. The provisions of this Section 8.02 shall be enforced to the full extent permitted under the applicable provisions of the Federal Bankruptcy Code. 8.03 In the event of declaration of forfeiture at or after the time of reentry, Landlord may release the Premises or any portion(s) of the Premises for a term or terns and at a rent which may be less than or exceed the balance of the Term and the rent reserved under this Lease. In such event Tenant will pay to Landlord, as liquidated damages for Tenant's default, any deficiency between the total rent reserved and the net amount, if any, of the rents collected run account of the lease or leases of the Premises which otherwise would have constituted the balance of the Term of this Lease, In computing such liquidated damages, there will be added to the deficiency any reasonable expenses which Landlord may incur in connection with re-leasing, such as legal expenses, attorneys' fees, 6 brokerage fees and expenses, advertising and for keeping the Premises in good order or for preparing the Premises for re-leasing. Any such liquidated damages will be paid in monthly installments by Tenant on the Rent Day and any suit brought to collect the deficiency for any month will not prejudice Landlord's right to collect the deficiency for any subsequent month by a similar proceeding. 8.04 Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant shall each have the duty and obligation to mitigate, in every reasonable manner, any and all damages that may or shall be caused or suffered by virtue of defaults under, or violations of any of the terns and provisions of, this Lease committed by the other party. SECTION 9: FACILITIES; UTILITIES; SERVICES 9.01 (INTENTIONALLY OMITTED] SECTION 10: INJURIES TO PERSONS AND PROPERTY 10.01 Except for the negligence or intentional acts or omissions of Landlord, its agents, contractors or employees, Landlord will not be liable for injury to person or property arising out of the acts, omissions or neglect of any tenant, its servants, agents, employees, invitees, visitors or licensees, or other occupants of or visitors to the Building or the Premises, or of any person in or about the Building or the Premises, or of owners or occupants of or persons on or about surrounding properties; nor for injury to persons or property arising out of patent or latent defects, structural or otherwise, in the Building or any appurtenance thereof, or arising out of the condition or the Building, or by or from the bursting, stoppage or looking of or from any pipes or drains, or from the malfunctioning of any utility, facility or installation, after the Commencement Dale of this Lease. 10.02 Except for the negligence or intentional acts or omissions of Landlord, its agents, contractors or employees, Tenant, at its expense, will defend, indemnify and save Landlord, its licensees, servants, agents, employees and contractors harmless from any loss, damage, claim of damage, liability or expense to or for my person or property at law or in equity, whether based on contract, tort, negligence or otherwise, arising directly or indirectly out of or in connection with the condition of the Premises, the use or misuse thereof by Tenant or my other person, the acts or omissions of Tenant, its licensees, servants, agents, employees or contractors, the failure of Tenant to comply with the Rules and Regulations or with any other provision of this Lease on the part of Tenant to be performed, or any event on the Premises whatever the cause. 10.03 Except for the negligence or intentional acts or omissions of Landlord, its agents, contractors or employees, all property kept, stored or maintained by Tenant in and about the Premises will be kept, stored or maintained at the sole risk of Tenant and Landlord will not be responsible for any property entrusted to employees of Landlord. 10.04 Except for the negligence or intentional acts or omissions of Tenant, its agents, contractors, guests, invitees or employees. Landlord, at its expense, will defend, indemnify and save Tenant, its licensees, servants, agents, employees, directors, officers and contractors harmless from any loss, damage, claim of damage, liability or expense to or for any person or property, at law or in equity, and whether based on contract, tort, negligence of otherwise (collectively, "Claims"), arising out of or in connection with the (i) condition of the Building or the Real Estate, (ii) any repairs made by Landlord or on behalf of Landlord in the Premises or the Building or on the Real Estate, or (iii) Landlord's operation of the Building or the Real Estate (provided, however, in each case that the Claims are attributable to Landlord's negligent or intentional acts or omissions) or arising out of any default by Landlord hereunder, SECTION 11: INSURANCE 11.01 Tenant, during the entire Term, will keep in full force and effect comprehensive general liability insurance with respect to the Premises, with contractual liability endorsement, in which the limits of liability are not less than the mounts set forth in Paragraph F of the Summary, and with a company or companies having not less than an "A" rating by A.M. 7 Best Company. Landlord will be named as an additional insured under all such insurance policies (which shall contain cross-liability endorsements) and a current certificate evidencing such coverage and any renewals thereof will be furnished to Landlord once a year. If Tenant fails to keep such insurance in force, Landlord, at Tenant's reasonable expense, may secure such insurance and the premium will be paid by Tenant within ten (10) days after receipt of an invoice therefor. 11.02 Tenant shall provide and keep in force throughout the Term commercial general liability insurance with respect to Tenant's operation of the Building and the Real Estate, for bodily injury or death and for damage to property of others, with policy limits of not less than those required to be maintained by Tenant hereunder. Tenant shall also during the Term provide and keep in force so called "all risk" fire insurance (including the standard extended coverage endorsement for perils and leakage from fire protective devices) in respect of the Building and to the extent of its full replacement value, as reasonably estimated by Tenant or required by its mortgagee from time to time. Tenant may procure such other insurance as it shall deem desirable or its mortgagee shall require, Insurance effected by Tenant shall be subject to such deductibles and exclusions as Tenant shall determine to be reasonable, but not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00). Tenant shall maintain the foregoing insurance coverages with a company or companies having not less than a "A" rating by A.M. Best Company. Landlord shall be named as an additional insured on all of Tenant's commercial general liability policies (which shall contain cross-liability endorsements) and a current certificate evidencing such coverage and any renewals thereof shall be furnished to Landlord at least once a year. Tenant's commercial liability insurance shall contain contractual liability coverage. In the event Tenant fails to provide a current certificate evidencing the coverage required herein, Landlord shall be entitled, at Tenant's sale cost and expense, to procure such insurance and to continue carrying such insurance until such time as Tenant provides satisfactory evidence that it has complied with the insurance requirements hereof. SECTION 12: DAMAGE 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or the Building, as the case may be (i) to a condition substantially equal to the condition of the Premises or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises Tenant shall reimburse Landlord for any amounts not covered by the insurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to the Tenant and the rent will be adjusted to the date of the fire or other casualty. In the event of the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof. Tenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an 8 equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Building shall be damaged or destroyed to the extent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, is the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party within thirty (30) days following such damage or destruction unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the date of such damage or destruction. SECTION 13:ALTERATIONS 13.01 Tenant will not alter, add to or improve the Premises without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld or delayed so long as the proposed alteration, addition or improvement does not involve modifications of any structural elements of the Premises. All alterations, additions, improvements and related work performed by Tenant (or pursuant to its authority) shall be performed in accordance with all applicable laws, rules, regulations and ordinances and between such hours and by such contractors and mechanics as may be approved by Landlord. All alterations, additions, improvements and replacements made or provided by either party on the Premises, except movable furniture, trade fixtures and other personal property provided at Tenant's expense, will be the property of Landlord and will remain on and be surrendered with the Premises upon termination, without damage. Tenant will keep the Premises free of liens of any sort in connection with work done on the Premises by Tenant (or pursuant to its authority). Notwithstanding anything to the contrary contained in this Section 13, Tenant shall be permitted to make interior, non-structural alterations, additions or improvements to the Premises, other than those pertaining to the HVAC or plumbing systems, without obtaining Landlord's consent therefor, provided the cost of any such alterations, additions or improvements shall not exceed Fifty Thousand Dollars ($50,000.00) during any Lease Year during the Term hereof. SECTION 14: CARE OF PREMISES 14.01 Except as otherwise provided in this Lease, Tenant, during the Term of this Lease, including any extension thereof, shall properly maintain and make all necessary repairs and replacements to (i) the entire Building and Premises, including the windows, doors, roof, outer walls and structural portions thereof, (ii) the electrical, plumbing, heating, ventilating and cooling and other mechanical systems whether located inside or outside the Building, and whether serving the Premises or the common areas of the Building and (iii) the common areas on or about the Real Estate and/or Building, including all of the parking areas on or about the Real Estate. Tenant shall be responsible for all repairs and maintenance to the Real Estate and Building whether as a result of ordinary wear and tear or resulting from fire unless provided otherwise, casualty or acts of God. Tenant agrees, during the Tern hereof, to operate, manage and maintain in good operating condition and repair, clean and free from rubbish, debris, dirt, snow and ice, adequately drained in a safe sanitary condition, all of the common area lighting facilities, landscaping, parking and other common areas on or about the Real Estate. 9 14.02 It is intended by the parties hereto that Landlord shall have no obligation, in any manner whatsoever, to repair and maintain the Premises nor the building located thereon nor the equipment therein, whether structural or non structural, all of which obligations are intended to be that of Tenant under Section 14 hereof. Except as otherwise provided in this Lease, Tenant, at its sole expense, will keep the Premises, including, without limitation, all Tenant's personal property, fixtures and equipment, at all times in good, sanitary and safe condition and repair in accordance with the laws of the State of Michigan and in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector or other proper officers of the governmental agencies having jurisdiction, and Tenant will comply with all requirements of law, ordinance or otherwise affecting the Premises. Tenant, at its expense, will repair (or replace as needed) all damage to the Premises, the Building, the common areas of the Building or its fixtures and equipment, caused by the act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees. If Tenant fails to make such repairs and/or replacements, if any, and provided Landlord gives Tenant ten (10) days prior written notice of any such repairs and provided further that Landlord in the performance army such repairs does not unreasonably interfere with the conduct of Tenant's business, Landlord may do so and the sole cost will be paid by Tenant to Landlord within thirty (30) days after receipt of Landlord's detailed invoice. Tenant will permit no waste or nuisance upon or damage or injury to the Premises or utilities supplied thereto. SECTION 15: USE OF PREMISES 15.01 The Premises will be used for the purpose described in Paragraph G of the Summary and for no other or added purposes without the prior written approval of Landlord. In no event may Tenant use or permit the use of any part of the Premises, any laws, ordinances, rules or regulations of any municipal, county, state or federal body, including, without limitation the Americans with Disabilities Act. Tenant will not conduct its business in any manner prohibited by any code or principles of that business and in no event in any manner prohibited by law. Tenant shall not place a load upon any door of the Premises exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Landlord reserves the right to reasonably prescribe the weight and position of all equipment, furniture, file cabinets and other heavy objects, which must be placed and maintained by Tenant at Tenant's expense, in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance. SECTION 16: ACCESS TO PREMISES 16.01 Upon reasonable prior written notice to Tenant (except in the event of an emergency, and then at any time), Tenant will permit Landlord and its agents access to the Premises during all normal business hours for the purpose of examining the Premises, maintaining existing pipes and conduits in and through the Premises and making any repairs, alterations or additions which Landlord may deem necessary for the safety, preservation on improvement of the Premises or the Building. Landlord will be allowed to take all material into the Premises that may be reasonably required for such work and to perform such acts without the same constituting an eviction of Tenant in whole or in part, provided Landlord shall not unreasonably interfere with the conduct of Tenant's business. The rent will not abate while the repairs, alterations, improvements or additions are being made unless any such repairs (i) extend over a period of more than three (3) consecutive business days; and (ii) preclude Tenant from conducting its business in a commercially reasonable manner within the Premises for a period of more than three (3) consecutive business days, in which case fifty percent (50%) of the Base Rent shall be abated in proportion to the percentage of the Premises that cannot be used for Tenant's business in a commercially reasonable manner. Said rent abatement shall he for that period beyond three (3) consecutive business days during which Tenant is precluded from using the applicable portion of the Premises for Tenant's business in a commercially reasonable manner as a result of any repairs, alterations, improvements or additions being made by Landlord. Notwithstanding anything contained herein to the contrary, in no event shall rent abate if repairs or replacements to the Premises or any other portion of the Building are necessitated by Tenant's negligence or breach of this Lease. 10 SECTION 17: EMINENT DOMAIN 17.01 If any part of the Premises or more than twenty-five percent (25%) of the parking areas are taken by any public authority under power of eminent domain or by private sale or conveyance in lieu of eminent domain, this Lease will terminate as of the date of such taking or sale and Tenant may receive a pro rata refund of any rent paid in advance. Landlord reserves the right, however, to elect to demolish, rebuild or reconstruct (the Building if any portion of the Building is so taken, or to cease operation of the Building if such material part of the parking for the Building is taken that Landlord determines, in its discretion, that it would he uneconomic to continue operation of the Building; and, if Landlord so elects, whether or not the Premises are involved in the taking, this Lease may be terminated by Landlord on written notice to Tenant and the rent will be adjusted to the date Tenant's possession of the Premises is terminated. All damages awarded for the taking will belong to and be the property of Landlord regardless of the basis on which they are awarded, but Landlord will not be entitled to any portion of the award made to Tenant for removal and installation of fixtures or moving expenses and loss of business. SECTION 18: ASSIGNMENT OR SUBLETTING 18.01 Tenant agrees not to assign or in any manner transfer this Lease or any interest in this Lease without the previous written consent of Landlord, and not to sublet the Premises or any part of the Premises or allow anyone to use or to come in with, through or under it without like consent. In no event may Tenant assign or otherwise transfer this Lease or any interest in this Lease at any time while in default thereunder. One such consent will not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by any other person. Tenant may, however, assign this Lease to a corporation with which it may merge or consolidate, to any parent or subsidiary of Tenant or subsidiary of Tenant's parent, or to a purchaser of substantially all of Tenant's assets if the assignee executes an agreement required by Landlord assuming Tenant's obligations. The acceptance of rent from an assignee, subtenant or occupant will not constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease. SECTION 19: SURRENDER 19.01 At the expiration (or earlier termination) of the Term, Tenant shall surrender the Premises broom clean and in as good condition and repair as they were at the lime Tenant took possession, reasonable wear and tear and casualty excepted, and promptly upon surrender will deliver all keys and Building security cards for the Premises to Landlord at the place then fixed for payment of rent. Any reasonable costs and expenses incurred by Landlord in connection with repairing any damage to the Premises occasioned by the removal of Tenant's personal property therefrom, together with the reasonable costs, if any, of removing from the Premises any personal property of Tenant left therein, shall be invoiced to Tenant and shall be payable within thirty (30) days after receipt of Landlord's detailed invoice. SECTION 20: REMOVAL OF TENANT'S PROPERTY UPON EXPIRATION OR TERMINATION 20.01 If Tenant fails to remove all its personal property (or property of others in its possession) from the Premises within three (3) days following the expiration or termination of this Lease (for any cause) or as reasonably extended, Landlord, at its option, may remove the property in any reasonable manner that it chooses and may store the property without liability to Tenant. Tenant agrees to pay Landlord, in accordance with Section 19 hereof, any and all reasonable expenses incurred in such removal, including court costs, attorneys' fees and storage charges on the property for any length of time it is in Landlord's possession. Under no circumstances will Landlord be obligated to retain any property left on the Premises or in Landlord's possession for more than three (3) days following the expiration or earlier termination of this Lease or as reasonably extended and Landlord may dispose of the property in any manner it deems necessary, including public or private sale or by destruction, discard or abandonment, and the proceeds of any such sale will be applied against any sums due Landlord under this Lease. 11 SECTION 21 21.01 (INTENTIONALLY OMITTED] SECTION 22: HOLDING OVER 22.01 If Tenant remains in possession of the Premises after the expiration of this Lease without executing a new lease, it will be deemed to be occupying the Premises as a tenant from month to month, subject to all the provisions of this Lease to the extent that they can be applicable to a month-to-month tenancy, except that the Base Rent for each month will be one hundred fifty percent (150%) of the regular monthly installments of Base Rent last in effect as shown in Paragraph C of the Summary. Nothing herein shall be construed or deemed to constitute a consent by Landlord to Tenant holding over, nor a waiver by Landlord of its rights to remove or evict Tenant by reason of the expiration of the Term. SECTION 23: SUBORDINATION; ESTOPPEL CERTIFICATES 23.01 Tenant agrees that Landlord may choose to make this Lease subordinate or paramount to any construction loans, mortgages, trust deeds and ground or underlying leases now or hereafter affecting the Premises and to any and all advances to be made thereunder, and to the interest and charges thereon, and all renewals, replacements and extensions thereon, provided the mortgagee, lessor or trustee named in any such mortgages, trust deeds or leases agrees to recognize this Lease and Tenant's rights hereunder in the event of foreclosure if Tenant is not in default. Tenant will execute promptly any instrument or certificate that Landlord may request to confirm such subordination, provided any such instrument or certificate is in a form and substance reasonably acceptable to Tenant. Within thirty (30) days following the date hereof, Landlord shall furnish Tenant with a subordination and non-disturbance agreement, executed by the mortgagee under any mortgage covering the Building and Real Estate, which shall be in a form and substance reasonably acceptable to Tenant. 23.02 Either Tenant or Landlord, within fifteen (15) days after reasonable request by the other party, will execute and deliver to Tenant or Landlord an estoppel certificate identifying the Commencement Date and expiration date of the Term and stating that this Lease is unmodified and in full force and effect or is in full force and effect as modified, stating the modifications and stating that Tenant or Landlord does not claim that the other party is in default in any way or listing any such claimed defaults. The certificate also will confirm the amount of monthly Base Rent as of the date of the certificate, the date to which the rent has been paid in advance and the amount of any security deposit or prepaid rent. SECTION 24: QUIET ENJOYMENT 24.01 Landlord agrees that Tenant may peaceably and quietly enjoy the Premises, subject to the terms, provisions, covenants, agreements, stipulations, rules and conditions of this Lease, without disturbance or hindrance by any person holding under or through Landlord, if Tenant pays the Base Rent and observes and performs all the provisions of this Lease and the Rules and Regulations. SECTION 25: NO REPRESENTATIONS BY LANDLORD 25.01 Except as expressly stated in this Lease, Landlord makes no representations with respect to the Premises or the Building and, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises and the Building in the condition then existing. 25.02 Tenant shall not keep any toxic or hazardous substances (as such terms are defined under applicable law) in the Premises, or the Building or on the Real Estate, provided the terms "toxic" and "hazardous substances" shall not be deemed to include items customarily kept in buildings of the type and kind in which Tenant operates, unless the maintenance of such items in the Premises or the Building or on the Real Estate would be prohibited by applicable law. If, however, any such items kept in the Premises, Building, or on the Real Estate result in the contamination thereof, Tenant shall take all reasonable actions, at its sole cost and expense, to return the Premises, the Building, or the Real Estate to the 12 condition existing prior to the introduction of those items therein. Tenant agrees to indemnify, defend and hold Landlord and its agents and employees harmless from any claims, judgments, damages, penalties, fines, liabilities (including sums paid in settlement of claims) or reasonable costs, including attorneys fees, which arise prior to, during or after the Term of this Lease, including any extension thereof, from or in connection with the presence or suspected presence of toxic or hazardous substances in the soil, ground water or soil vapor on or under the Real Estate, the Building, or the Premises as a result of the acts of Tenant, its agents, contractors or employees, unless such toxic or hazardous substances are present as a result of the negligence, or willful act or omission of Landlord, its agents, contractors, guests, invitees or employees. Tenant's obligation to indemnify Landlord under this Section 25.02 shall survive the expiration or earlier termination of this Lease. SECTION 26: LANDLORD'S RIGHT TO CURE DEFAULTS 26.01 Subject to, and except as otherwise provided under the other terms and conditions of this Lease, if Tenant defaults in the performance of any provision of this Lease, Landlord will have the right to cure such default for the account of Tenant upon ten (10) days prior written notice to Tenant, and Tenant, within thirty (30) days after being billed, will reimburse Landlord for any reasonable expenditure made by Landlord in order to cure such default, together with interest as provided in Section 6 if the reimbursement is not made when due. SECTION 27: WAIVER OF SUBROGATION 27.01 Landlord and Tenant hereby waive any and all right of recovery against each other for any loss or damage caused by fire or any other casualty covered by the fire and extended property insurance coverage, vandalism and malicious mischief insurance policies carried (pursuant to the terms hereof) by Landlord with respect to the Building and carried by Tenant with respect to Tenant's fixtures and the contents of the Premises. SECTION 28: BILLS AND NOTICES 28.01 Bills, statements, notices or communications which Landlord may desire or be required to give to Tenant will be deemed sufficiently given or rendered only if in writing, sent by registered, certified or first class mail (with respect to bills only), postage prepaid, addressed to Tenant at the address set forth on the cover page of this Lease or at such other address as Tenant designates by written notice, and the time of the rendition of a bill or statement and of the giving of a notice or communication will be deemed to be the time when received by Tenant. Any notice by Tenant to Landlord must be served by registered or certified, postage prepaid, addressed to Landlord at the address set forth on the cover page of this Lease or at such other address as Landlord designates by written notice. Rejection or refusal to accept or the inability to deliver because of a changed address of which no notice was given shall be deemed to be receipt of the notice, demand, request or other instrument. SECTION 29 29.01 [INTENTIONALLY OMITTED] SECTION 30 30.01 [INTENTIONALLY OMITTED] SECTION 31 31.01 [INTENTIONALLY OMITTED] SECTION 32 32.01 [INTENTIONALLY OMITTED] 13 SECTION 33 33.01 (INTENTIONALLY OMITTED] SECTION 34 34.01 (INTENTIONALLY OMITTED] SECTION 35: GENERAL 35.01 Many references in this Lease to persons, entities and items have been generalized for ease of reading. Therefore, references to a single person, entity or item will also mean more than one person, entity or thing whenever such usage is appropriate (for example, "TENANT" may include, if appropriate, a group of persons acting as a single entity or as tenants-in-common). Similarly, pronouns of any gender should be considered interchangeable with pronouns of other genders. 35.02 All agreements and obligations of Tenant under this Lease are joint and several in nature. Any waiver or waivers by either party of any of the provisions of this Lease will not constitute a waiver of any later breach of that provision, and any consent or approval given by either party with respect to any act, neglect or default by the other party will not waive or make unnecessary waiving party's consent or approval with respect to any later similar act, neglect or default by the other party. 35.03 Topical headings appearing in this Lease are for convenience only. They do not define, limit or construe the contents of any paragraphs or clauses. 35.04 This Lease can be modified or amended only by a written agreement signed by Landlord and Tenant. 35.05 All provisions of this Lease are and will be binding on the heirs, executors, administrators, personal representatives, successors and permitted assigns of Landlord and Tenant. 35.06 The laws of the State of Michigan will control in the construction and enforcement of this Lease. 35.07 Whenever the approval or consent of either party is required hereunder, such approval or consent shall not be unreasonably delayed, withheld or conditioned. 35.08 In the event that either party shall be delayed or hindered in or prevented from the performance of any act (other than the payment of Base Rent or Operating Costs under the terms of this Lease) by reason of riots, strikes, labor troubles, inability to produce materials or other reason not the fault of the party delayed in performing the work or performing the acts required under the terms of this Lease, including delays caused by the acts of the other party, performance of such acts shall be excused for the period of delay and the period for the performance of any such acts shall be extended for a period equivalent to the period of such delay. SECTION 36: ENTIRE AGREEMENT 36.01 This Lease and the Exhibit attached hereto and forming a part hereof set forth all of the covenants, agreements, stipulations, promises, conditions and understandings between Landlord and Tenant concerning the Premises and the Building and there are no covenants, agreements, stipulations, promises, conditions or understandings, either oral or written, between them other than herein set forth. 14 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written. WITNESSES: LANDLORD: HARPER PROPERTIES OF CLINTON TWP. LIMITED PARTNERSHIP, a Michigan partnership By: ------------------------------- ------------------------------------- Name: ------------------------------------- Its: ------------------------------- ------------------------------------- TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation /s/ By: /s/ James E. Burton ---------------------------- ------------------------------------ Name: James E. Burton ------------------------------------ /s/ Its: EVP ---------------------------- ------------------------------------ EXHIBIT "A" LEGAL DESCRIPTION OF PREMISES Land in the Township of Clinton, County of Macomb, State of Michigan, described as: Lots 4, 5, 6, 7, 8, 9 and 10, except portions thereof taken for the I-94 Expressway, and vacated Louise (Rinas) Street in Supervisor's Plat No. 1, part of the Northeast 1/4 of Section 35, Town 2 North, Range 13 East, Clinton Township, Macomb County, Michigan, according to the plat thereof as recorded in Liber 14 of Plats, page 23, Macomb County Records, and being more particularly described as: Beginning at the Southeasterly corner of said Lot 4; thence North 59 degrees 14 minutes 37 seconds West 510.73 to the Southwesterly corner of said Lot 4; thence North 07 degrees 37 minutes 37 seconds West along the Westerly line of said Supervisor's Plat No. 1, distance of 256.24 feet to a point on the I-94 Expressway right-of-way; thence along said right-of-way the following courses and distances North 39 degrees 39 minutes 48 seconds East 196.04 feet and North 49 degrees 03 minutes 43 seconds East 239.01 feet and North 49 degrees 03 minutes 43 seconds East 239.0l feet and North 61 degrees 04 minutes 48 seconds East, 211.49 feet and North 72 degrees 24 minutes 48 seconds East, 211.49 feet and North 88 degrees 44 minutes 57 seconds East, 149.02 feet and South 69 degrees 54 minutes 46 seconds East, 149.02 feet and South 59 degrees 14 minutes 37 seconds East, 17.25 feet to a point on the right-of-way of Harper Avenue (as widened 1/2 equals 60 feet wide); thence along said right-of-way South 30 degrees 45 minutes 23 seconds West, 252.66 feet; thence North 88 degrees 27 minutes 53 seconds East, 31.94 feet to a point on the platted right-of-way of said Harper Avenue (1/2 equals 33 feet wide); thence along said right-of-way South 30 degrees 45 minutes 23 seconds West 833.0 feet to the point of beginning. Commonly known as: 34501 Harper Avenue, Clinton Township, Michigan Tax Parcel Identification Numbers: 11-35-252-008, 11-35-252-009, and 11-35-252-010. 16 EXECUTION COPY EXHIBIT I MASONIC LEASE EX-11 LEASE AGREEMENT THIS LEASE is made between the following parties: LANDLORD: VENTURE REAL ESTATE ACQUISITION COMPANY, a Michigan corporation, whose address is 33662 James J. Pompo Drive, Fraser, Michigan 48026. TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation, whose address is 33662 James J. Pompo Drive, Fraser, Michigan 48026. SUMMARY OF LEASE TERMS. The following summary (the "Summary") is intended to summarize the pertinent terms of this Lease and is not intended to he exhaustive. In the event anything set forth in this Summary conflicts with the other specific provisions of this Lease, the specific provisions of the Lease shall be deemed to control in the absence of expressed contrary intent. A. THE PREMISES. Approximately 178,000 square feet of space located in the City of Fraser, County of Macomb, State of Michigan commonly known as 17085 Masonic, Fraser, Michigan as more particularly described in EXHIBIT "A". B. THE TERM. TARGET COMMENCEMENT DATE: Subject to the provisions of Section 2 of this lease. EXPIRATION DATE: The lease shall expire ten (10) years from the Commencement Date, subject to Tenant's option to extend the Term (as hereinafter defined) and Tenant's option to terminate this Lease, in each case, pursuant to Section 2.01 of this Lease. C. RENT. BASE RENT: Tenant shall pay Ease Rent in equal monthly installments as set in Section 3.01. D. TENANT'S PROPORTIONATE SHARE ............................100% E. [INTENTIONALLY OMITTED] F. LIMITS OF INSURANCE. 1. If dual limits: Bodily Injury: $1,000,000 per person $2,000,000 per occurrence Property Damage: $2,000,000 per occurrence 2. If single limit: $2,000,000 G. THE USE. 1. General Industrial use and incidental and ordinary related uses. STANDARD COVENANTS, TERMS AND CONDITIONS SECTION I: PREMISES AND TENANT IMPROVEMENTS 1.01 In consideration of the rent to be paid and the covenants and agreements to be performed hereunder, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described in paragraph A of the Summary (the "Premises"), located in the building, commonly known as 17085 Masonic, Fraser, Michigan 48026 (the "Building") and the nonexclusive use of the other common areas in or appurtenant to the Building and located on the Real Estate (as hereinafter defined). SECTION 2: TERM; OPTION(S) TO EXTEND AND TERMINATE 2.01 TERM. The "TERM" shall commence (the "COMMENCEMENT DATE") upon release of this Lease to the Tenant pursuant to and in accordance with the terms of the Escrow Agreement among Larry J. Winget and Venture Holdings Company LLC and First American Title Insurance Company, dated September 22, 2003. The Lease shall not be enforceable until approval is received by the United States Bankruptcy Court. The Term will expire on the Expiration Date shown in Paragraph B of the Summary, subject to Tenant's option(s) to extend the Term pursuant to this Section 2.01. OPTION TO EXTEND. Provided the Tenant is not then in default under this Lease, the Tenant shall have the option to extend the Term of this Lease for two (2) additional periods of five (5) years each (each, an "OPTION PERIOD"). Tenant shall exercise each said option by giving the Landlord written notice of such election not less than one hundred and eighty (180) days prior to the expiration of the then existing term. All terms and conditions of this Lease shall remain the same, except that the Base Rent for each five (5) year Option Period shall be determined either by (i) the agreement of Landlord and Tenant as to fair market value rent or (ii) determination of an independent appraiser mutually selected by Landlord and Tenant, as to fair market value rent based on similar facilities, locations, business operations, and taking into account the leasehold improvements actually paid for by the Landlord thereunder to the extent not reimbursed by the Tenant. However, notwithstanding anything to the contrary contained herein or in the Lease, the amount of Base Rent due under the Lease shall never decrease below the Base Rent charged during the proceeding year of the Lease or the Base Rent charged during the first year of the Lease, whichever is greater. In making any calculations hereunder, no effect shall he given to existing rent concessions, abatements, or tenant improvement allowances (if any). SECTION 3: BASE RENT 3.01 Tenant shall pay to Landlord Base Rent in monthly installments during the Term. The initial Base Rent shall be the fair market value rent as determined pursuant to that certain Contribution Agreement between Larry J. Winget and The Larry J. Winget Living Trust, the Other Transferors named therein, and Venture Holding Company, LLC dated September 22, 2003, (the "Contribution Agreement") provided, however, that if the Term commences pursuant to Section 2.01 prior to a determination of fair market rent value rent under the Contribution Agreement then the rent shall be determined either by (i) the agreement of the Landlord and the Tenant as to the fair market value rent or (ii) the determination of an independent appraiser mutually selected by the Landlord and the Tenant, as to the fair market value rent based on similar facilities, locations, business operations, and taking into account the leasehold improvements actually paid for by the Landlord thereunder to the extent not reimbursed by the Tenant. During each Option Period, Base Rent shall be determined in the manner described in Section 2.01. 3.02 Each monthly installment of rent will be paid in advance in the manner set forth in Section 5 hereof. The first installment shall be due and payable on the Commencement 2 Date and each succeeding installment shall be due and payable on the first day of each and every month thereafter (the "RENT DAYS") during the Term and any extension thereof at the office of the Landlord at the address shown on the cover page of this Lease or at such other place as Landlord may designate from time to time in writing. The Base Rent and Operating Costs, subject to Section 4.01(ii), for a partial calendar month, if any, at the beginning of the Term shall be prorated on a daily basis (based on the actual number of days in the applicable calendar month) and shall be payable on the Commencement Date. SECTION 4: OPERATING COSTS 4.01 DEFINITIONS (i) "REAL ESTATE TAXES" means real estate taxes and assessments, general and special, assessed and levied upon the Building and the Real Estate. The "BUILDING" means the Building of which the Premises are a part and "REAL ESTATE" means the land on which the Building is situated and, as and to the extent designated by Landlord, the parking areas, walks, drives, plazas, landscaped areas and other common areas located on the Real Estate and serving the Building. For purposes of calculating Real Estate Taxes hereunder, Landlord may take the benefit of the provisions of any statute or ordinance permitting any assessment to be paid over a period of time and the installments of such assessment which would become due and payable by virtue of such provisions during the Term of this Lease or any extension hereof, together with any interest thereon, will be included in the calculation of Real Estate Taxes. In the event that the United States or the city, county, state or other political subdivision of any governmental authority having jurisdiction imposes a tax, assessment or surcharge of any kind or nature upon, against, measured by or with respect to the rentals payable by the tenants of the Building or on the income of Landlord derived from the Building (expressly excluding any portion of Landlord's Michigan Single Business Tax), or with respect to Landlord's ownership of the Building and the Real Estate either by way of substitution for all or any part of the taxes and assessments levied or assessed against the Building and the Real Estate, or, in addition thereto (but not including federal, state or local income taxes unless levied by way of substitution), such tax, assessment or surcharge will be deemed a Real Estate Tax for purposes of this Section. In no event shall the Real Estate Taxes include any penalty or interest charge which may be due by virtue of Landlord's late or non-payment thereof. In addition, the term "Real Estate Taxes" shall not include any taxes measured by the net income of Landlord, franchise, succession, inheritance or real estate transfer taxes. (ii) "OPERATING COSTS" Tenant shall pay as Operating Costs hereinafter referred to as the "Operating Costs") all operating costs and impositions for the Building as set forth in this Section. Tenant shall make all payments of Operating Costs directly to the parties entitled to receive such payments. Impositions to be paid by Tenant shall include, collectively, all real estate taxes (subject to Section 1.02) on the Premises (including without limitation those levied by special taxing districts), or the use, lease, ownership or operation thereof, personal property tax on the property covered by this Lease that is classified by governmental authorities as personal property, assessments (including all assessments for public improvements or benefits) water, sewer, gas heat, light, power, cable television, and any other utility assessment or other rents and charges, excises, levies, fees and all other governmental charges of any kind or nature whatsoever, general or special, foreseen or unforeseen, ordinary or extraordinary, with respect to the Premises or any part thereof, including all interest and penalties thereon, which at any time prior to, during or with respect to the Initial Term may be assessed or imposed on or with respect to or be a lien upon Landlord or the Premises or any part thereof or any rent therefrom or any estate, title or interest therein and any and all community associations, and/or association charges, fees, dues and assessments, and interest and penalties thereon. Operating Costs to be paid by Tenant shall include any and all expenses, costs and disbursements of every kind and nature whatsoever, which are required to operate, repair, maintain, replace and rebuild the Premises and every component thereof in comparable condition as 3 it was at the commencement of this Lease and in compliance with Applicable Laws and in accordance with the requirements of any insurance carrier providing insurance under this Lease. Operating Costs shall exclude only the following: (i) any interest on borrowed money or debt amortization arising by, through, or under Landlord (except interest incurred after an in connection with a Default by Tenant); (ii) depreciation on the Building; and (iii) costs of Landlord's overhead. SECTION 5: MANNER OF PAYMENT 5.01 The Base Rent, Operating Costs and all other charges payable by Tenant hereunder will be paid promptly when due, without relief from valuation laws, notice or demand therefor, and without deduction, abatement, counterclaim or setoff for any reason whatsoever, except as otherwise provided herein. All amounts payable by Tenant to Landlord under the provisions of this Lease will be paid by Tenant in lawful money of the United States at the place herein provided for notices to Landlord or at such other place or to such other person as Landlord may from time to time designate by notice to Tenant. 5.02 In the event the amount of the Real Estate Taxes are not contested by Landlord, then Tenant, upon written notice to Landlord, shall have the right to contest the amount of the Taxes at Tenant's sole cost and expense, by the appropriate proceedings diligently contested in good faith. Notwithstanding such proceedings, Tenant shall promptly pay and discharge such Taxes and any penalties or interest assessed thereon, unless such proceedings and the posting of a bond or other security shall (a) operate to prevent or stay the collection of the Taxes and secure any accruing penalties or interest and (b) operate to cure Landlord's default in the payment of Taxes required under any mortgage upon the Demised Premises. Landlord agrees to join Tenant in such proceedings, if necessary, provided Tenant pays all costs and expenses incurred by Landlord, including actual attorneys' fees. SECTION 6: DELINQUENT PAYMENTS 6.01 If Tenant neglects or fails to pay within five (5) days after the date it receives a written notice from Landlord that the same is due and payable, any Base Rent, Operating Costs or any other amount required to be paid to Landlord under this Lease, Tenant shall pay to Landlord, in addition to such unpaid amounts, a late payment charge and interest upon such unpaid amounts from five (5) days after the due date thereof to the date of payment at the Applicable Rate as defined in subparagraph (ii) of this paragraph 6.01. (i) LATE PAYMENT CHARGES. Tenant acknowledges that late payment by Tenant to Landlord of Base Rent or any other amount required to be paid to Landlord under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult and impracticable to ascertain. Such administration costs include, without limitation, processing and accounting charges and late charges that may be imposed upon Landlord by virtue of its debt obligations. Accordingly, if Tenant fails to make any of such payments within five (5) days after Tenant's receipt of written notice from Landlord that such payment is due, Tenant shall pay a late charge (in addition to the interest payable under subparagraph (ii) below) equal to Two Hundred Fifty Dollars ($250.00). The panics acknowledge that such late charge represents a fair and reasonable estimate of the administrative costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. (ii) INTEREST CHARGE; APPLICABLE RATE. If Tenant neglects or fails to pay, within five (5) days after the date the same is due and payable, any Base Rent or any other amount required to be paid to Landlord under this Lease, Tenant will pay an interest charge on all such unpaid amounts (other than the late payment charge) at an applicable rate per annum equal to two 4 percent (2%) over the prime interest rate charged by Comerica Bank of Detroit ("COMERICA PRIME") to its best commercial customers on the date when the sum becomes due, but not in excess of the maximum interest rate permitted by law. This obligation to pay late charges and interest will exist in addition to and not in lieu of the other default provisions in this Lease. (iii) MAXIMUM CHARGE. Notwithstanding the foregoing provisions of this Section, in no event shall the amounts charged under this Section exceed the maximum amount which may be lawfully charged by Landlord under applicable law. In the event the amounts provided for under this Section shall exceed such lawful charge, then the amounts payable under this Section shall be reduced to the maximum amount of such lawful charge, SECTION 7: 7.01 [INTENTIONALLY OMITTED] SECTION 8: BREACH; INSOLVENCY; REENTRY 8.01 If any rental payable by Tenant to Landlord remains unpaid for more than five (5) days after Tenant's receipt of written notice of nonpayment or if Tenant violates or defaults in the performance of any of its non-monetary obligations in this Lease (including the Rules and Regulations) and the non-monetary violation or default continues for a period of thirty (30) days after Tenant's receipt of written notice, then Landlord may (but will not be required to) declare this Lease forfeited and the Term ended, or reenter the Premises, or may exercise all other remedies available under Michigan law. If any non-monetary default is one that will reasonably require more than thirty (30) days to correct, Tenant shall not be deemed to be in default hereof if, after receiving written notice of nonperformance from Landlord, Tenant has promptly commenced the curing of such default and is diligently pursuing the same to completion. Except for the negligence or intentional act or omission of Landlord, its agents, contractors or employees, Landlord will not be liable for damages to person or property by reason of any legitimate reentry or forfeiture. In the event of reentry by Landlord without declaration of forfeiture, the liability of Tenant for the rent provided herein will not be relinquished or extinguished for the balance of the Term. Tenant will pay, in addition to the rental and other sums agreed to be paid hereunder, reasonable attorneys' fees, costs and expenses in any suit or action instituted by or involving Landlord to enforce the provisions of or the collection of the rentals due Landlord under this Lease, including, subject to applicable law, any proceeding under the Federal Bankruptcy Code. 8.02 Subject to the provisions set forth in this Section 8.02, if Tenant is adjudged bankrupt or insolvent, files or consents to the filing of a petition in bankruptcy under Federal or State law, applies for or consents to the appointment of a receiver for all or substantially all of its assets, makes a general assignment for the benefit of its creditors, fails generally to pay its debts as they become due, or does anything which under the applicable provisions of the Federal Bankruptcy Code would permit a petition to be filed by or against Tenant, then Tenant shall be in default under this Lease and, to the extent from time to time permitted by applicable law, including but not limited to the Federal Bankruptcy Code, Landlord shall be entitled to exercise all remedies set forth in the preceding paragraph in this Section 8. Tenant acknowledges that its selection to be a tenant of the Building was premised in material part on Landlord's determination of Tenant's creditworthiness and ability to perform the economic terms of this Lease and Landlord's further determination that Tenant and the character of its occupancy and use of the Premises would be compatible with the nature of the Building and the other tenants thereof. In the event of an assignment, Landlord must be assured that the financial condition of the assignee is sound and that its use of the Premises will be compatible with the Building and its other tenants. The provisions of this Section 8.02 shall be enforced to the full extent permitted under the applicable provisions of the Federal Bankruptcy Code. 8.03 In the event of declaration of forfeiture at or after the time of reentry, Landlord may release the Premises or any portion(s) of the Premises for a term or terms and at a rent which may be less than or exceed the balance of the Term and the rent reserved under this 5 Lease. In such event Tenant will pay to Landlord, as liquidated damages for Tenant's default, any deficiency between the total rent reserved and the net amount, if any, of the rents collected on account of the lease or leases of the Premises which otherwise would have constituted the balance of the Term of this Lease. In computing such liquidated damages, there will be added to the deficiency any reasonable expenses which Landlord may incur in connection with re-leasing, such as legal expenses, attorneys' fees, brokerage fees and expenses, advertising and for keeping the Premises in good order or for preparing the Premises for re-leasing. Any such liquidated damages will be paid in monthly installments by Tenant on the Rent Day and any suit brought to collect the deficiency for any month will not prejudice Landlord's right to collect the deficiency for any subsequent month by a similar proceeding. 8.04 Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant shall each have the duty and obligation to mitigate, in every reasonable manner, any and all damages that may or shall be caused or suffered by virtue of defaults under, or violations of any of the terms and provisions of, this Lease committed by the other party. SECTION 9: FACILITIES; UTILITIES; SERVICES 9.01 [INTENTIONALLY OMITTED] SECTION 10: INJURIES TO PERSONS AND PROPERTY 10.01 Except for the negligence or intentional acts or omissions of Landlord, its agents, contractors or employees, Landlord will not be liable for injury to person or property arising out of the acts, omissions or neglect of any tenant, its servants, agents, employees, invitees, visitors or licensees, or other occupants of or visitors to the Building or the Premises, or of any person in or about the Building or the Premises, or of owners or occupants of or persons on or about surrounding properties; nor for injury to persons or property arising out of patent or latent defects, structural or otherwise, in the Building or any appurtenance thereof, or arising out of the condition or the Building, or by or from the bursting, stoppage or leaking of or from any pipes or drains, or from the malfunctioning of any utility, facility or installation, after the Commencement Date of this Lease. 10.02 Except for the negligence or intentional acts or omissions of Landlord, its agents, contractors or employees, Tenant, at its expense, will defend, indemnify and save Landlord, its licensees, servants, agents, employees and contractors harmless from any loss, damage, claim of damage, liability or expense to or for any person or property at law or in equity, whether based on contract, tort, negligence or otherwise, arising directly or indirectly out of or in connection with the condition of the Premises, the use or misuse thereof by Tenant or any other person, the acts or omissions of Tenant, its licensees, servants, agents, employees or contractors, the failure of Tenant to comply with the Rules and Regulations or with any other provision of this Lease on the part of Tenant to be performed, or any event on the Premises whatever the cause. 10.03 Except for the negligence or intentional acts or omissions of Landlord, its agents, contractors or employees, all property kept, stored or maintained by Tenant in and about the Premises will be kept, stored or maintained at the sole risk of Tenant and Landlord will not be responsible for any property entrusted to employees of Landlord. 10.04 Except for the negligence or intentional acts or omissions of Tenant, its agents, contractors, guests, invitees or employees, Landlord, at its expense, will defend, indemnify and save Tenant, its licensees, servants, agents, employees, directors, officers and contractors harmless from any loss, damage, claim of damage, liability or expense to or for any person or property, at law or in equity, and whether based on contract, tort, negligence of otherwise (collectively, "Claims"), arising out of or in connection with the (i) condition of the Building or the Real Estate, (ii) any repairs made by Landlord or on behalf of Landlord in the Premises or the Building or an the Real Estate, or (iii) Landlord's operation of the Building or the Real Estate (provided, however, in each case that the Claims are attributable to Landlord's negligent or intentional acts or omissions) or arising out of any default by Landlord hereunder. 6 SECTION 11: INSURANCE 11.01 Tenant, during the entire Term, will keep in full force and effect comprehensive general liability insurance with respect to the Premises, with contractual liability endorsement, in which the limits of liability are not less than the amounts set forth in Paragraph F of the Summary, and with a company or companies having not less than an "A" rating by A.M. Best Company. Landlord will be named as an additional insured under all such insurance policies (which shall contain cross-liability endorsements) and a current certificate evidencing such coverage and any renewals thereof will be Furnished to Landlord once a year. If Tenant fails to keep such insurance in force, Landlord, at Tenant's reasonable expense, may secure such insurance and the premium will be paid by Tenant within ten (10) days after receipt of an invoice therefor. 11.02 Tenant shall provide and keep in force throughout the Term commercial general liability insurance with respect to Tenant's operation of the Building and the Real Estate, for bodily injury or death and for damage to property of others, with policy limits of not less than those required to be maintained by Tenant hereunder. Tenant shall also during the Term provide and keep in force so called "all risk" fire insurance (including the standard extended coverage endorsement for perils and leakage from fire protective devices) in respect of the Building and to the extent of its full replacement value, as reasonably estimated by Tenant or required by its mortgagee from time to time. Tenant may procure such other insurance as it shall deem desirable or its mortgagee shall require. Insurance effected by Tenant shall be subject to such deductibles and exclusions as Tenant shall determine to be reasonable, but not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00). Tenant shall maintain the foregoing insurance coverages with a company or companies having not less than a "A" rating by A.M. Best Company. Landlord shall be named as an additional insured on all of Tenant's commercial general liability policies (which shall contain cross-liability, endorsements) and a current certificate evidencing such coverage and any renewals thereof shall be furnished to Landlord at least once a year, Tenant's commercial liability insurance shall contain contractual liability coverage. In the event Tenant fails to provide a current certificate evidencing the coverage required herein, Landlord shall be entitled, at Tenant's sole cost and expense, to procure such insurance and to continue carrying such insurance until such time as Tenant provides satisfactory evidence that it has complied with the insurance requirements hereof. SECTION 12: DAMAGE 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or the Building, as the case may be (i) to a condition substantially equal to the condition of the Premises or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises Tenant shall reimburse Landlord for any amounts not covered by the insurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to the Tenant and the rent will be adjusted to the date of the fire or other casualty. In the event of the Building is damaged or destroyed 7 to the extent of more than fifty percent (50%) of the replacement value thereof, Tenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is nod the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to Landlord. Further, if the Building shall be damaged or destroyed to the extent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving written notice to the other party within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the date of such damage or destruction. SECTION 13: ALTERATIONS 13.01 Tenant will not alter, add to or improve the Premises without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld or delayed so long as the proposed alteration, addition or improvement does not involve modifications of any structural elements of the Premises. All alterations, additions, improvements and related work performed by Tenant (or pursuant to its authority) shall be performed in accordance with all applicable laws, rules, regulations and ordinances and between such hours and by such contractors and mechanics as may be approved by Landlord. All alterations, additions, improvements and replacements made or provided by either party on the Premises, except movable furniture, trade fixtures and other personal property provided at Tenant's expense, will be the property of Landlord and will remain on and be surrendered with the Premises upon termination, without damage. Tenant will keep the Premises free of liens of any sort in connection with work done on the Premises by Tenant (or pursuant to its authority). Notwithstanding anything to the contrary contained in this Section 13, Tenant shall be permitted to make interior, non-structural alterations, additions or improvements to the Premises, other than those pertaining to the HVAC or plumbing -systems, without obtaining Landlord's consent therefor, provided the cost of any such alterations, additions or improvements shall not exceed Fifty Thousand Dollars ($50,000.00) during any Lease Year during the Term hereof. SECTION 14: CARE OF PREMISES 14.01 Except as otherwise provided in this Lease, Tenant, during the Term of this Lease, including any extension thereof, shall properly maintain and make all necessary repairs and replacements to (i) the entire Building and Premises, including the windows, doors, roof, outer walls and structural portions thereof, (ii) the electrical, plumbing, heating, ventilating and cooling and other mechanical systems whether located inside or outside the Building, and whether serving the Premises or the common areas of the Building and (iii) the common areas on or about the Real Estate and/or Building, including all of the parking areas on or about the Real Estate. Tenant shall be responsible far all repairs and maintenance to the Real Estate and Building whether as a result of ordinary wear and tear or resulting from fire unless provided otherwise, casualty or acts of God. 8 Tenant agrees, during the Term hereof, to operate, manage and maintain in good operating condition and repair, clean and free from rubbish, debris, dirt, snow and ice, adequately drained in a safe sanitary condition, all of the common area lighting facilities, landscaping, parking and other common areas on or about the Real Estate. 14.02 It is intended by the parties hereto that Landlord shall have no obligation, in any manner whatsoever, to repair and maintain the Premises nor the building located thereon nor the equipment therein, whether structural or non structural, all of which obligations are intended to be that of Tenant under Section 14 hereof. Except as otherwise provided in this Lease, Tenant, at its sole expense, will keep the Premises, including, without limitation, all Tenant's personal property, fixtures and equipment, at all times in good, sanitary and safe condition and repair in accordance with the laws of the State of Michigan and in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector or other proper officers of the governmental agencies having jurisdiction, and Tenant will comply with all requirements of law, ordinance or otherwise affecting the Premises. Tenant, at its expense, will repair (or replace as needed) all damage to the Premises, the Building, the common areas of the Building or its fixtures and equipment, caused by the act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees. If Tenant fails to make such repairs and/or replacements, if any, and provided Landlord gives Tenant ten (10) days prior written notice of any such repairs and provided further that Landlord in the performance of any such repairs does not unreasonably interfere with the conduct of Tenant's business, Landlord may do so and the sole cost will be paid by Tenant to Landlord within thirty (30) days after receipt of Landlord's detailed invoice. Tenant will permit no waste or nuisance upon or damage or injury to the Premises or utilities supplied thereto. SECTION 15: USE OF PREMISES 15.01 The Premises will be used for the purpose described in Paragraph G of the Summary and for no other or added purposes without the prior written approval of Landlord. In no event may Tenant use or permit the use of any part of the Premises, any laws, ordinances, rules or regulations of any municipal, county, state or federal body, including, without limitation the Americans with Disabilities Act. Tenant will not conduct its business in any manner prohibited by any code or principles of that business and in no event in any manner prohibited by law. Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Landlord reserves the right to reasonably prescribe the weight and position of all equipment, furniture, file cabinets and other heavy objects, which must be placed and maintained by Tenant at Tenant's expense, in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance. SECTION 16: ACCESS TO PREMISES 16.01 Upon reasonable prior written notice to Tenant (except in the event of an emergency, and then at any time), Tenant will permit Landlord and its agents access to the Premises during all normal business hours for the purpose of examining the Premises, maintaining existing pipes and conduits in and through the Premises and making any repairs, alterations or additions which Landlord may deem necessary for the safety, preservation or improvement of the Premises or the Building. Landlord will be allowed to take all material into the Premises that may be reasonably required for such work and to perform such acts without the same constituting an eviction of Tenant in whole or in part, provided Landlord shall not unreasonably interfere with the conduct of Tenant's business. The rent will not abate while the repairs, alterations, improvements or additions are being made unless any such repairs (i) extend over a period of more than three (3) consecutive business days; and (ii) preclude Tenant from conducting its business in a commercially reasonable manner within the Premises for a period of more than three (3) consecutive business days, in which case fifty percent (50%) of the Base Rent shall be abated in proportion to the percentage of the Premises that cannot be used for Tenant's business in a commercially reasonable manner. Said rent abatement shall be for that period beyond three (3) consecutive business days during which Tenant is precluded from using the 9 applicable portion of the Premises for Tenant's business in a commercially reasonable manner as a result of any repairs, alterations, improvements or additions being made by Landlord. Notwithstanding anything contained herein to the contrary, in no event shall rent abate if repairs or replacements to the Premises or any other portion of the Building are necessitated by Tenant's negligence or breach of this Lease. SECTION 17: EMINENT DOMAIN 17.01 If any part of the Premises or more than twenty-five percent (25%) of the parking areas are taken by any public authority under power of eminent domain or by private sale or conveyance in lieu of eminent domain, this Lease will terminate as of the date of such taking or sale and Tenant may receive a pro rata refund of any rent paid in advance. Landlord reserves the right, however, to elect to demolish, rebuild or reconstruct the Building if any portion of the Building is so taken, or to cease operation of the Building if such material part of the parking for the Building is taken that Landlord determines, in its discretion, that it would be uneconomic to continue operation of the Building; and, if Landlord so elects, whether or not the Premises are involved in the taking, this Lease may be terminated by Landlord on written notice to Tenant and the rent will he adjusted to the date Tenant's possession of the Premises is terminated. All damages awarded for the taking will belong to and be the property of Landlord regardless of the basis on which they are awarded, but Landlord will not be entitled to any portion of the award made to Tenant for removal and installation of fixtures or moving expenses and loss of business. SECTION 18: ASSIGNMENT OR SUBLETTING 18.01 Tenant agrees not to assign or in any manner transfer this Lease or any interest in this Lease without the previous written consent of Landlord, and not to sublet the Premises or any part of the Premises or allow anyone to use or to come in with, through or under it without like consent. In no event may Tenant assign or otherwise transfer this Lease or any interest in this Lease at any time while in default thereunder. One such consent will not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by any other person. Tenant may, however, assign this Lease to a corporation with which it may merge or consolidate, to any parent or subsidiary of Tenant or subsidiary of Tenant's parent, or to a purchaser of substantially all of Tenant's assets if the assignee executes an agreement required by Landlord assuming Tenant's obligations. The acceptance of rent from an assignee, subtenant or occupant will not constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease. SECTION 19: SURRENDER 19.01 At the expiration (or earlier termination) of the Term, Tenant shall surrender the Premises broom clean and in as good condition and repair as they were at the time Tenant took possession, reasonable wear and tear and casualty excepted, and promptly upon surrender will deliver all keys and Building security cards for the Premises to Landlord at the place then fixed for payment of rent. Any reasonable costs and expenses incurred by Landlord in connection with repairing any damage to the Premises occasioned by the removal of Tenant's personal property therefrom, together with the reasonable costs, if any, of removing from the Premises any personal property of Tenant left therein, shall be invoiced to Tenant and shall be payable within thirty (30) days after receipt of Landlord's detailed invoice. SECTION 20: REMOVAL OF TENANT'S PROPERTY UPON EXPIRATION OR TERMINATION 20.01 If Tenant fails to remove all its personal property (or property of others in its possession) from the Premises within three (3) days following the expiration or termination of this Lease (for any cause) or as reasonably extended, Landlord, at its option, may remove the property in any reasonable manner that it chooses and may store the property without liability to Tenant. Tenant agrees to pay Landlord, in accordance with Section 19 hereof, any and all reasonable expenses incurred in such removal, including court costs, attorneys' fees and storage charges on the property for any length of time it is in Landlord's possession. Under no circumstances will Landlord be obligated to retain any 10 property left on the Premises or in Landlord's possession for more than three (3) days following the expiration or earlier termination of this Lease or as reasonably extended and Landlord may dispose of the property in any manner it deems necessary, including public or private sale or by destruction, discard or abandonment, and the proceeds of any such sale will be applied against any sums due Landlord under this Lease. SECTION 21 21.01 [INTENTIONALLY OMITTED] SECTION 22: HOLDING OVER 22.01 If Tenant remains in possession of the Premises after the expiration of this Lease without executing a new lease, it will be deemed to be occupying the Premises as a tenant from month to month, subject to all the provisions of this Lease to the extent that they can be applicable to a month-to-month tenancy, except that the Base Rent for each month will be one hundred fifty percent (150%) of the regular monthly installments of Base Rent last in effect as shown in Paragraph C of the Summary. Nothing herein shall be construed or deemed to constitute a consent by Landlord to Tenant holding over, nor a waiver by Landlord of its rights to remove or evict Tenant by reason of the expiration of the Term. SECTION 23: SUBORDINATION; ESTOPPEL CERTIFICATES 23.01 Tenant agrees that Landlord may choose to make this Lease subordinate or paramount to any construction loans, mortgages, trust deeds and ground or underlying leases now or hereafter affecting the Premises and to any and all advances to be made thereunder, and to the interest and charges thereon, and all renewals, replacements and extensions thereon, ' provided the mortgagee, lessor or trustee named in any such mortgages, trust deeds or leases agrees to recognize this Lease and Tenant's rights hereunder in the event of foreclosure if Tenant is not in default. Tenant will execute promptly any instrument or certificate that Landlord may request to confirm such subordination, provided any such instrument or certificate is in a form and substance reasonably acceptable to Tenant. Within thirty (30) days following the date hereof, Landlord shall furnish Tenant with a subordination and non-disturbance agreement, executed by the mortgagee under any mortgage covering the Building and Real Estate, which shall be in a form and substance reasonably acceptable to Tenant. 23.02 Either Tenant or Landlord, within fifteen (15) days after reasonable request by the other party, will execute and deliver to Tenant or Landlord an estoppel certificate identifying the Commencement Date and expiration date of the Term and stating that this Lease is unmodified and in full force and effect or is in full force and effect as modified, stating the modifications and stating that Tenant or Landlord does not claim that the other party is in default in any way or listing any such claimed defaults. The certificate also will confirm the amount of monthly Base Rent as of the date of the certificate, the date to which the rent has been paid in advance and the amount of any security deposit or prepaid rent. SECTION 24: QUIET ENJOYMENT 24.01 Landlord agrees that Tenant may peaceably and quietly enjoy the Premises, subject to the terms, provisions, covenants, agreements, stipulations, rules and conditions of this Lease, without disturbance or hindrance by any person holding under or through Landlord, if Tenant pays the Base Rent and observes and performs all the provisions of this Lease and the Rules and Regulations. SECTION 25: NO REPRESENTATIONS BY LANDLORD 25.01 Except as expressly stated in this Lease, Landlord makes no representations with respect to the Premises or the Building and, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises and the Building in the condition then existing. 25.02 Tenant shall not keep any toxic or hazardous substances (as such terms are defined under applicable law) in the Premises, or the Building or on the Real Estate, provided the terms 11 "toxic" and "hazardous substances" shall not be deemed to include items customarily kept in buildings of the type and kind in which Tenant operates, unless the maintenance of such items in the Premises or the Building or on the Real Estate would be prohibited by applicable law. If, however, any such items kept in the Premises, Building, or on the Real Estate result in the contamination thereof, Tenant shall take all reasonable actions, at its sole cost and expense, to return the Premises, the Building, or the Real Estate to the condition existing prior to the introduction of those items therein. Tenant agrees to indemnify, defend and hold Landlord and its agents and employees harmless from any claims, judgments, damages, penalties, fines, liabilities (including sums paid in settlement of claims) or reasonable costs, including attorneys fees, which arise prior to, during or after the Term of this Lease, including any extension thereof, from or in connection with the presence or suspected presence of toxic or hazardous substances in the soil, ground water or soil vapor on or under the Real Estate, the Building, or the Premises as a result of the acts of Tenant, its agents, contractors or employees, unless such toxic or hazardous substances are present as a result of the negligence, or willful act or omission of Landlord, its agents, contractors, guests, invitees or employees. Tenant's obligation to indemnify Landlord under this Section 25.02 shall survive the expiration or earlier termination of this Lease. SECTION 26: LANDLORD'S RIGHT TO CURE DEFAULTS 26.01 Subject to, and except as otherwise provided under the other terms and conditions of this Lease, if Tenant defaults in the performance of any provision of this Lease, Landlord will have the right to cure such default for the account of Tenant upon ten (10) days prior written notice to Tenant, and Tenant, within thirty (30) days after being billed, will reimburse Landlord, as Operating Costs, for any reasonable expenditure made by Landlord in order to cure such default, together with interest as provided in Section 6 if the reimbursement is not made when due. SECTION 27: WAIVER OF SUBROGATION 27.01 Landlord and Tenant hereby waive any and all right of recovery against each other for any loss or damage caused by fire or any other casualty covered by the fire and extended property insurance coverage, vandalism and malicious mischief insurance policies carried (pursuant to the terms hereof) by Landlord with respect to the Building and carried by Tenant with respect to Tenant's fixtures and the contents of the Premises. SECTION 28: BILLS AND NOTICES 28.01 Bills, statements, notices or communications which Landlord may desire or be required to give to Tenant will be deemed sufficiently given or rendered only if in writing, sent by registered; certified or first class mail (with respect to bills only), postage prepaid, addressed to Tenant at the address set forth on the cover page of this Lease or at such other address as Tenant designates by written notice, and the time of the rendition of a bill or statement and of the giving of a notice or communication will be deemed to be the time when received by Tenant. Any notice by Tenant to Landlord must be served by registered or certified, postage prepaid, addressed to Landlord at the address set forth on the cover page of this Lease or at such other address as Landlord designates by written notice. Rejection or refusal to accept or the inability to deliver because of a changed address of which no notice was given shall be deemed to be receipt of the notice, demand, request or other instrument. SECTION 29 29.01 [INTENTIONALLY OMITTED] SECTION 30 30.01 [INTENTIONALLY OMITTED] SECTION 31 31.01 [INTENTIONALLY OMITTED] 12 SECTION 32 32.01 [INTENTIONALLY OMITTED] SECTION 33 33.01 [INTENTIONALLY OMITTED] SECTION 34 34.01 [INTENTIONALLY OMITTED] SECTION 35: GENERAL 35.01 Many references in this Lease to persons, entities and items have been generalized for ease of reading. Therefore, references to a single person, entity or item will also mean more than one person, entity or thing whenever such usage is appropriate (for example, "Tenant" may include, if appropriate, a group of persons acting as a single entity or as tenants-in-common). Similarly, pronouns of any gender should be considered interchangeable with pronouns of other genders. 35.02 All agreements and obligations of Tenant under this Lease are joint and several in nature. Any waiver or waivers by either party of any of the provisions of this Lease will not constitute a waiver of any later breach of that provision, and any consent or approval given by either party with respect to any act, neglect or default by the other party will not waive or make unnecessary waiving party's consent or approval with respect to any later similar act, neglect or default by the other party. 35.03 Topical headings appearing in this Lease are for convenience only. They do not define, limit or construe the contents of any paragraphs or clauses. 35.04 This Lease can be modified or amended only by a written agreement signed by Landlord and Tenant. 35.05 All provisions of this Lease are and will be binding on the heirs, executors, administrators, personal representatives, successors and permitted assigns of Landlord and Tenant. 35.06 The laws or the State of Michigan will control in the construction and enforcement of this Lease. 35.07 Whenever the approval or consent of either party is required hereunder, such approval or consent shall not be unreasonably delayed, withheld or conditioned. 35.08 to the event that either party shall be delayed or hindered in or prevented from the performance of any act (other than the payment of Base Rent or Operating Costs under the terms of this Lease) by reason of riots, strikes, labor troubles, inability to produce materials or other reason not the fault of the party delayed in performing the work or performing the acts required under the terms of this Lease, including delays caused by the acts of the other party, performance of such acts shall be excused for the period of delay and the period for the performance of any such acts shall be extended for a period equivalent to the period of such delay. SECTION 36: ENTIRE AGREEMENT 36.01 This Lease and the Exhibit attached hereto and forming a part hereof set forth all of the covenants, agreements, stipulations, promises, conditions and understandings between Landlord and Tenant concerning the Premises and the Building and there are no covenants, agreements, stipulations, promises, conditions or understandings, either oral or written, between them other than herein set forth. 13 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written. WITNESSES: LANDLORD: VENTURE REAL ESTATE ACQUISITION COMPANY, a Michigan corporation By: /s/ ------------------------ -------------------------- Name: -------------------------- Its: ------------------------ -------------------------- TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation By: -------------------------- -------------------------- Name: -------------------------- Its: -------------------------- -------------------------- IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written. WITNESSES: LANDLORD: VENTURE REAL ESTATE ACQUISITION COMPANY, a Michigan corporation By: -------------------------- -------------------------- Name: -------------------------- Its: -------------------------- -------------------------- TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation /s/ By: /s/ -------------------------- -------------------------- Name: -------------------------- /s/ Its: -------------------------- -------------------------- EXHIBIT "A" LEGAL DESCRIPTION OF PREMISES Land in the City of Fraser, County of Macomb, State of Michigan, described as: ASSESSOR'S PLAT NO. 5 OF LOTS 1; 2; 3; AND PARTS OF 4; 5; AND 6 OF THE SUBDIVISION OF NW 1/4 OF SEC 5 AND NE l/4 AND NE 1/4 OF NW 1/4 OF SEC 6. TIN R13E. PART OF LOT 96 DESC AS FOLL: BEG AT SE COR LOT 96; TH S 88(degree)20'24"W 575 FT ALG S LINE OF LOT 96; TH NO1(degree)37'36"W 310.6 FT; TH N88(degree)18'37"E 759.96 FT ALG N LINE LOT 96; TH S29(degree)09'24"W 362.0 FT ALG NE'LY R/W LINE G.T.W.R.R. TO PT BEG. AND THE FOLLOWING PARCEL DESCRIBED AS FOLLOWS: BEG AT THE SE'LY COR OF SAID LOT 91; TH ALG THE S LINE OF LOT 91, N88(degree)18'37"W 759.96 FT; TH NO1(degree)37'36"W 672.79 Ft; TH S88(degree)18'37"E 1167.46 FT; TH ALONG THE W'LY LINE OF THE G.T.W.R.R. AND THE E'LY LINE OF SAID) LOT 91; S29(degree)09'24"W 801.62 Ft TO THE PT OF BEG. EXC THE N 30 FT FOR ROAD PURP. SUBJECT TO ALL EASEMENTS OF RECORD. L14 P. 29 CITY OF FRASER Commonly known as: 17085 Masonic, Fraser, Michigan Tax Parcel Identification Numbers: ---------------------------------. 15 EXECUTION COPY EXHIBIT J EQUIPMENT USAGE AGREEMENT EX-12 EXECUTION VERSION ----------------- EQUIPMENT USAGE AGREEMENT WHEREAS, VENTURE EQUIPMENT ACQUISITION COMPANY ("Acquisition") and VENTURE INDUSTRIES CORPORATION (collectively, the "Parties") desire to enter into an Equipment Usage Agreement (the "Agreement") concerning the machinery and equipment set forth in Schedule A attached hereto and made a part hereof, presently located at 17085 Masonic, Fraser, Michigan, for a usage fee as set forth on Schedule A; AND WHEREAS, Acquisition has agreed to the following terms: NOW THEREFORE, THIS EQUIPMENT USAGE AGREEMENT is hereby made and entered into as of September 22, 2003, among VENTURE EQUIPMENT ACQUISITION COMPANY (hereinafter with its successors and assigns, referred to as "Owner"), and VENTURE INDUSTRIES CORPORATION (hereinafter referred to as "User"), who hereby amend, as of the Effective Date (as defined hereinafter), all other agreements, if any, by and between the Parties concerning the rental or usage of the machinery and equipment listed on Schedule A (the "Equipment") as follows: 1. USAGE FEE PAYABLE BY USER. -------------------------- (A) User, in consideration and in respect of the right granted by Owner to use the Equipment, shall pay to Owner for any one month a sum determined by an independent appraiser mutually selected by the Parties, as prorated for each piece of Equipment (the "Usage Fee"). The Usage Fee shall be determined and set forth on Schedule A by such independent appraiser within forty-five (45) days after the execution of this Agreement, and shall be retroactive to the Effective Date. On the date that the Usage Fee is determined, all fees for the period from the Effective Date to the date of determination of the Usage Fee shall be immediately due and owing. The Usage Fee set forth on Schedule A shall be amended, from time to time, for any additions or deletions of Equipment, with the rates for any new Equipment being calculated on the same basis that the rates for the initial Equipment were calculated. The determination of the Usage Fee shall take into account additions, alterations or improvements actually paid for by the Owner to the extent not reimbursed by the User. In addition, on the fifth anniversary of the Effective Date of this Agreement, the Usage Fee shall be prospectively adjusted to reflect the rate of inflation (as measured by the Revised Consumer Price Index - All Items Figured for All Urban Consumers, published by the United States Department of Labor, Bureau of Labor Statistics, or, if such index is not published, a comparable index selected by the Parties) from the Effective Date to such anniversary date. (B) The Usage Fee shall be payable monthly at Owner's place of business or such other place as Owner shall direct in writing. (C) The due date of the first payment of the Usage Fee shall be the date in the next calendar month which numerically corresponds to the Effective Date (or if there is no such 1 EXECUTION VERSION ----------------- date in the next calendar month, the last date of such month), such period being herein considered a "month," with subsequent payments being due at one month intervals. (D) Nothing herein to the contrary withstanding, User shall not be liable for any payments to Owner accrued after this Agreement has been terminated. 2. USAGE RIGHT. ----------- (A) In consideration of the payment of Usage Fees, Owner hereby (i) agrees to make available for pick-up by User or use on Owner's premises on an as-is, where-is basis, and (ii) grants to User the right, subject to Section 2(B) and Section 4, to use the Equipment during the period from the Effective Date to the date of termination of this Agreement. (B) Owner shall be permitted to use the Equipment when not in use by User, subject to the following conditions. At any time that Owner desires that itself or a third party use such Equipment (or any portion thereof) which is on User's premises, (i) Owner shall give User not less than ten (10) days prior notice of the dates of intended use, (ii) the scheduling of such use shall not unreasonably interfere with the requirements of User's business, (iii) Owner shall arrange on terms reasonably satisfactory to User for Owner or any third party user to fully indemnify and hold User harmless from any damage, liability or other cost which is the result of any negligence or intentional harm caused by them or their invitees, employees, agents or sub-contractors to the extent to which such damage, liability or other cost is not recoverable from User's insurance carrier, including any deductible, and (iv) during any period that Owner or such third party is using such Equipment, Owner or such third party user shall reimburse User for any electrical charges or other variable costs of User which User incurs as a result of the access permitted above. (C) Notwithstanding anything contained herein to the contrary, under no circumstances or condition shall any act or omission, including the affixing of such Equipment to the premises, result in Owner losing any right of ownership to the Equipment. Owner shall have the right, and User shall cooperate in aiding Owner, to enter into a security agreement with User and/or file any financing statement required by the Uniform Commercial Code in order to protect Owner's rights in this regard. 3. TERM. This Agreement shall be effective upon release of this Agreement pursuant to and in accordance with the terms of the Escrow Agreement, dated September 16, 2003, by and among Larry J. Winget, Venture Holdings Company, LLC and First American Title Insurance Company (the "Effective Date") and shall expire on the fifth anniversary of the Effective Date, unless otherwise terminated pursuant to Section 11. This Agreement shall be renewable at the request of the User for successive five-year terms with a mutually agreed upon adjustment to the Usage Fees set forth on Schedule A. 4. CONTINUOUS OWNER ACCESS. Owner shall have reasonable access to the Equipment at User's premises subject to the convenience and requirements of User's business 2 EXECUTION VERSION ----------------- and upon not less than two (2) days prior written notice in order to (i) make repairs or improvements and (ii) perform testing. 5. CARE AND REPAIR OF PROPERTY. User shall keep the Equipment in good repair, condition, and working order, and shall furnish any and all parts and labor required for that purpose. 6. LOSS. User shall utilize the Equipment (a) in a careful and proper manner that reasonably follows the common methods of usage of such Equipment, (b) in a manner fit for the usage which the Equipment itself is customarily used, and (c) in compliance with all applicable laws, ordinances and regulations. User shall be liable to Owner for any loss or damage to the Equipment which results from User's negligence or misuse of the Equipment. Otherwise, Owner, subject to User's obligation to insure the Equipment in accordance with Section 9, shall bear the entire risk of loss of and damage to the Equipment. User shall be liable for any loss, damage or liability to third parties, including User's invitees, employees, agents and sub-contractors as a result of the use of such Equipment by User, its employees, agents, sub-contractors (other than Owner and its agents) and invitees. 7. REMOVAL UPON TERMINATION. Whether or not the Equipment has attached to the premises or otherwise become a fixture, upon (a) termination of this Agreement, (b) termination of User's right to use any particular piece of Equipment, or (c) the need for Owner to repair the Equipment, Owner shall be permitted to remove such Equipment and shall have full right of access to the premises in order to enable Owner to remove such Equipment from User's premises during normal business hours or such other hours as User shall reasonably specify; provided, that Owner shall not unduly interfere with the right of User to conduct its business. 8. ALTERATIONS AND IMPROVEMENTS TO THE EQUIPMENT. User may, at its sole cost and expense, modernize, add to and/or improve the Equipment from time to time, provided, that either (i) such modernization, addition and/or improvement does not materially reduce the value of the Equipment or (ii) permission of Owner is first obtained. User shall, in its sold discretion, be entitled to remove, from time to time, any such addition, alteration or improvement; provided, that such addition, alteration or improvement (i) was not initially made to replace a part or parts of the Equipment or (ii) does not affect the functionality of the Equipment. User shall be responsible for the repair of any damages resulting from such removal. 9. INSURANCE. User shall maintain, and provide Owner with a copy thereof, a liability policy which shall name Owner as an additional insured party, and shall provide (A) comprehensive insurance against risk of loss and damage to the Equipment and (B) comprehensive general liability insurance, including blanket contractual coverage against claims for, or arising out of, bodily injury, death, or property damage from the Equipment. The initial limits of coverage shall be not less than FIVE MILLION DOLLARS ($5,000,000.00) with respect to injury or death of a single person and not less than TEN MILLION DOLLARS 3 EXECUTION VERSION ----------------- ($10,000,000.00) with respect to any one occurrence; and not less than FIVE MILLION DOLLARS ($5,000,000.00) with respect to any one occurrence of property damage. The initial limits of coverage shall be subject to mutually agreed upon adjustments within forty-five (45) days after the Audit Committee of Venture Holdings Company LLC makes a determination as to whether such limits of coverage should be increased or decreased. 10. ASSIGNMENT. The rights of Owner and User hereunder shall not be assigned, pledged, transferred or otherwise disposed of without the prior written consent of the other party, which consent shall not be unreasonably withheld. 11. TERMINATION; EVENTS OF DEFAULT. (A) User may terminate this Agreement for any reason upon 30 days written notice to Owner. (B) Owner may terminate this Agreement, and pursue any remedy available under law or equity, upon occurrence of any of the following: (1) User fails to pay any Usage Fee when due and such failure shall continue for ten (10) days; (2) User shall fails to observe or perform any other provision hereof and such failure shall continue for forty-five (45) days after notice to User of such failure (provided that in the case of any such default which cannot be cured by the payment of money and cannot with diligence be cured within such forty-five (45) day period, if User shall commence promptly to cure the same and thereafter prosecute the curing thereof with diligence, the time within which such default may be cured shall be extended for such period as is necessary to complete the curing thereof with diligence); (3) User ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, or files a voluntary petition in bankruptcy; or (4) within sixty (60) days after the commencement of any proceedings seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, if such proceeding shall not have been dismissed, or if within sixty (60) days after the appointment of any trustee, receiver or liquidator of User or of all or any substantial part of its assets and properties, if such appointment shall not have been vacated. 12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Michigan, United States of America, without regard to its conflicts of laws rules. 13. INTEGRATION. This writing constitutes the entire agreement between the Parties as to the matters set forth herein and shall supersede all previous or contemporaneous negotiations, commitments, and writings with respect to the matters set forth herein. 14. MODIFICATION. The Parties may, by written instrument, amend, modify or extend this Agreement. This Agreement may only be so amended, modified or extended by a 4 EXECUTION VERSION ----------------- writing signed by authorized representatives of both Parties. The terms and provisions of this Agreement shall prevail over any conflicting, additional, or other terms appearing in any notice, request, instruction, invoice, or other writing submitted by either Party under this Agreement at any time. 15. WAIVER. No waiver of any provision or breach of this Agreement shall be construed as a continuing waiver, or shall constitute a waiver of such provisions or breach, or of any other provision or breach. 16. HEADINGS INTERPRETATION. The section headings herein are included solely for convenience and shall in no event affect or be used in connection with the interpretation of this Agreement. Each separate provision of this Agreement shall be treated as severable, to the end that if any one or more such provisions shall be adjudged or declared illegal, invalid, or unenforceable, this Agreement shall be interpreted and shall remain in full force and effect, as though such provision or provisions had never been contained in this Agreement. 17. NOTICES. Any notice, demand, delivery, invoice, or other writing required or desired to be given or made pursuant to this Agreement shall be in writing, and shall be deemed to have been given and received, and to be effective for all purposes, the third business mail day after having been mailed via the United States Postal Service in an envelope properly stamped and addressed to the proper party at the address (or such other address as the recipient shall have designated in writing) that follows: If to Owner: VENTURE EQUIPMENT ACQUISITION COMPANY 33662 James J. Pompo Drive Fraser, Michigan 48026-0278 With copy to: Allard & Fish P.C. 2600 Buhl Building 535 Griswold Street Detroit, Michigan 48226 Attn.: Ralph McKee Greenberg Traurig, LLP 77 W. Wacker Drive Suite 2400 Chicago, IL 60601 Attn.: Nancy Mitchell 5 EXECUTION VERSION ----------------- If to User: VENTURE INDUSTRIES CORPORATION 33662 James J. Pompo Dr., PO Box 278 Fraser, Michigan 48026 Attention: Chief Financial Officer With copy to: Dykema Gossett PLLC 315 E. Eisenhower Parkway, Suite 100 Ann Arbor, Michigan 48108 Attn: Barbara A. Kaye 6 IN WITNESS WHEREOF, the Owner and User have executed this Usage Agreement to be effective as of the Effective Date. Owner: VENTURE EQUIPMENT ACQUISITION COMPANY By: /s/ ----------------------------- Its: ----------------------------- AND User: VENTURE INDUSTRIES CORPORATION By: ----------------------------- Its: ----------------------------- IN WITNESS WHEREOF, the Owner and User have executed this Usage Agreement to be effective as of the Effective Date. Owner: VENTURE EQUIPMENT ACQUISITION COMPANY By: ----------------------------- Its: ----------------------------- AND User: VENTURE INDUSTRIES CORPORATION By: /s/ ----------------------------- Its: ----------------------------- EXECUTION VERSION ----------------- SCHEDULE A ------------------------------------------------------------------------ MAKE SIZE SERIAL N0. USAGE FEE ------------------------------------------------------------------------ HPM 2500 IX S/N 67-291 Molding Machine ------------------------------------------------------------------------ IMPCO/INGERSO S/N C-3833-71 L RAND 2500 X 350 Molding Machine ------------------------------------------------------------------------ IMPCO/INGERSO S/N 3816-71 L RAND 2500 X 350 Molding Machine ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ 8 EXECUTION COPY EXHIBIT K ESCROW AGREEMENT EX-13 EXECUTION VERSION ----------------- ESCROW AGREEMENT ---------------- This Escrow Agreement, dated as of September 22, 2003 (this "Agreement"), is among Larry J. Winget ("Winget"), Venture Holdings Company LLC, a Michigan limited liability company ( "Venture Holdings"), and First American Title Insurance Company (the "Escrow Agent"). RECITALS -------- A. Winget, the Larry J. Winget Living Trust and the other Transferors named therein (collectively, the "Transferors") and Venture Holdings have entered into a certain Contribution Agreement (the "Contribution Agreement"), and have delivered a copy thereof to the Escrow Agent. B. Winget has caused to be executed the following instruments (collectively, the "Leases"): (i) a lease of the real estate commonly known as 34501 Harper, Mt. Clements, Michigan, between Harper Partners of Clinton Township Limited Partnership, as lessor, and Venture Industries Corporation ("Industries"), as lessee; (ii) a lease of the real estate commonly known as 17085 Masonic, Fraser, Michigan, between Venture Real Estate Acquisition Company, as lessor, and Industries, as lessee; and (iii) an Equipment Usage Agreement between Venture Equipment Acquisition Company and Industries. C. Widget and Venture Holdings desire that the Escrow Agent hold the Leases in escrow, and deliver them to Winget or Venture Holdings as provided in this Agreement. AGREEMENT --------- l. Establishment of Escrow. Winget deposits with the Escrow Agent the Leases. The Escrow Agent acknowledges receipt of the Leases and agrees to hold and release and deliver the Leases in accordance with the terms contained in this Escrow Agreement. 2. Release and Delivery of Leases. (a) Notice to the Escrow Agent. Upon receipt of a written notice pursuant to subparagraph (a)(i), (ii) or (iii) below (each, a "Notice"), and after the elapse of the Waiting Period (as defined below), and subject to paragraph (b) below, the Escrow Agent shall release and deliver the Leases as follows: (i) upon receipt by the Escrow Agent of a Notice from Venture Holdings stating that the Closing Date has occurred and directing the Escrow Agent to release and deliver the Leases to Venture Holdings, the Escrow Agent shall release and deliver, after the elapse of the Waiting Period, the Leases to Venture Holdings; (ii) upon receipt by the Escrow Agent of a Notice from Venture Holdings stating that a Transferor has breached the Contribution Agreement (other than a failure of a representation or warranty to be true and correct that does not otherwise result from a breach of the Contribution Agreement by such Transferor), setting forth in reasonable detail the factual and/or legal basis and circumstances of the breach and directing the Escrow Agent to release and deliver the Leases to Venture Holdings, the Escrow Agent shall release and deliver, after the elapse of the Waiting Period, the Leases to Venture Holdings. (iii) upon receipt by the Escrow Agent of a Notice from Winget stating that, for a reason other than that set forth in subparagraph (ii) above, the transactions contemplated by the Contribution Agreement have not been consummated and the Contribution Agreement has been terminated, and directing the Escrow Agent to release and deliver the Leases to Winget, the Escrow Agent shall release and deliver, after the elapse of the Waiting Period, the Leases to Winget. (b) Objection to the Notice. (i) At the time of delivery of any Notice to the Escrow Agent, a duplicate copy of such Notice shall be delivered to Winget or Venture Holdings, as the case may be (with proof of such delivery to the Escrow Agent consisting of a photocopy of the registered or certified mail or overnight courier receipt or the signed receipt if delivered by hand) ("Proof of Delivery")). The Escrow Agent shall have no responsibility to determine whether a copy of a Notice was delivered to Winget or Venture Holdings, as the case may be, other than confirming it has received Proof of Delivery. Winget or Venture Holdings, as the case may be, shall have a period of five (5) business days following receipt of such Notice (the "Waiting Period") within which to object in a written statement (an "Objection") to the claims made in the Notice. The Objection shall state in reasonable detail the factual and/or legal basis for such Objection and shall be delivered to the Escrow Agent, with a copy of such Objection to the other party, prior to the expiration of the Waiting Period. (ii) If Winget or Venture Holdings, as the case may be, makes an Objection prior to the expiration of the Waiting Period, the Escrow Agent shall not make any delivery of the Leases unless and until the dispute is resolved finally pursuant to Sections 2(c) and/or 2(d) hereof. Conversely, absent a timely Objection, after the expiration of the Waiting Period, the Escrow Agent shall release and deliver the Leases in the manner described in the applicable subparagraph of Section 2(a) hereof. (iii) Nothing herein shall be construed to permit or require the Escrow Agent to determine the sufficiency or legitimacy of either a Notice or an Objection. (c) Resolution of Disputes. If Winget or Venture Holdings, as the case may be, delivers an Objection in accordance with Section 2(b), Winget and Venture Holdings shall attempt in good faith for a period of thirty (30) days thereafter (the "Negotiation Period") to agree upon the respective rights of the parties with respect to the Leases. If Winget and Venture 2 Holdings should so agree, a memorandum setting forth such accord shall be prepared and signed by each of Winget and Venture Holdings and furnished to the Escrow Agent. Such memorandum shall direct the disposition of the Leases. The Escrow Agent shall be entitled to rely on any such memorandum and to release and deliver the Leases in accordance with the terms thereof. (d) Litigation. In the event Winget and Venture Holdings are unable to reach an accord with regard to the respective rights of the parties with respect to the Leases by the end of the Negotiation Period, then either party may institute such actions or proceedings as they deem appropriate to resolve the dispute. The Escrow Agent shall be entitled to act in accordance with any judgment made and entered by any court (which judgment shall constitute a final determination regardless of any existing right to appeal) and to authorize the release and delivery of the Leases in accordance therewith. The Escrow Agent shall not be obligated to inquire as to whether such court has jurisdiction of the matter or of the parties. 3. Escrow Agent Fees and Expenses. For acting as Escrow Agent and carrying out the duties of the Escrow Agent in accordance with the terms of this Agreement, the Escrow Agent shall be entitled to such fees as are set forth on Schedule A attached hereto. The Escrow Agent shall also be entitled to be reimbursed for all of its out-of-pocket expenses, including without limitation postage, stationery and supplies, printing, telephone and telegraph tolls, travel and legal fees, that it incurs in performing its duties hereunder. All fees and out-of-pocket expenses of the Escrow Agent for performance of its duties hereunder shall be borne and paid equally by Winget and Venture Holdings. 4. Limitation of Liability; Indemnification of Escrow Agent. (a) This Escrow Agreement sets forth all matters pertinent to the escrow contemplated by this Escrow Agreement and no additional obligations of the Escrow Agent shall be implied from the terms of this Escrow Agreement or any other agreement. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and shall be only as specifically provided in this Escrow Agreement. Accordingly, the Escrow Agent, including its members, employees and agents, shall: (i) not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, except for any such acts, steps or omissions resulting from its own gross negligence or willful misconduct; (ii) be obligated to act only in accordance with written notice received by it as provided in this Escrow Agreement; (iii) have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any security, check, or other document or instrument submitted to it in connection with its duties under this Escrow Agreement; (iv) be entitled to deem the signatories of any document or instrument submitted to it under this Escrow Agreement as being those purported to be authorized to sign such document or instrument on behalf of Venture 3 Holdings and Winget and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind; (v) be entitled to refrain from taking any action contemplated by this Escrow Agreement in the event that it becomes aware of any disagreement between or among Venture Holdings and Winget as to any facts or as to the happening of any contemplated event precedent to such action; (vi) if any dispute shall arise between or among Venture Holdings and Winget with respect to the release and delivery of the Leases, be permitted to interplead the Leases into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to the Leases, and the parties further agree to pursue any redress or recourse in connection with such a dispute without making the Escrow Agent a party to such dispute; and (vii) neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between or among Venture Holdings and Winget, including but not limited to the Contribution Agreement, and shall be required to act only pursuant to the terms and provisions of this Escrow Agreement. (b) The Escrow Agent is jointly and severally indemnified and saved harmless by Venture Holdings and Winget from all losses, costs, and expenses, including attorney's fees, which may be incurred by it as a result of its involvement in any arbitration or litigation arising from the performance of its duties under this Escrow Agreement, provided that such litigation shall not have resulted from any action taken or omitted by it and for which it shall have been adjudged to have been grossly negligent or engaged in willful misconduct and such indemnification shall survive the termination of this Escrow Agreement until extinguished by any applicable statute of limitations. 5. Resignation or Removal. The Escrow Agent may resign as Escrow Agent following the giving of 30 days prior written notice to the other parties to this Agreement and the Escrow Agent shall be replaced by mutual agreement of Venture Holdings and Winget. Similarly, the Escrow Agent may be removed and replaced following the giving of 30 days prior written notice to the Escrow Agent by mutual agreement of Venture Holdings and Winget. In either event, the duties of the Escrow Agent shall terminate 30 days after the date of such written notice (or as of such earlier date as may be mutually agreeable) and the Escrow Agent shall then deliver the Leases then in its possession to a successor Escrow Agent as shall be appointed by Venture Holdings, or failing such appointment, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief, and such resulting appointment shall be binding upon all of the parties to this Agreement. Upon acknowledgment by any successor Escrow Agent of the Leases, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement, except for any liability with respect to any previous acts, steps or omissions 4 resulting from its own gross negligence or willful misconduct as set forth in Section 4 of this Escrow Agreement. 6. Notices. All notices and other communications required or permitted under this Escrow Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested (such mailed notice to be effective on the date such receipt is acknowledged), addressed as follows: If to Venture Holdings, to the address listed on the signature page to this Escrow Agreement. with a copy to: Dykema Gossett PLLC 315 E. Eisenhower Parkway, Suite 100 Ann Arbor, Michigan 48108 Attention: Barbara A. Kaye Fax: (734) 214-7694 Email: bkaye@dykema.com If to Winget, to the address listed on the signature page to this Escrow Agreement. with a copy to: Greenberg Traurig, LLP 77 W. Wacker Drive Suite 2500 Chicago, Illinois 60601 Attention: Nancy A. Mitchell Fax: (312) 456-8435 Email: mitchelln@gtlaw.com If to the Escrow Agent: First American Title Insurance Company 30 N. LaSalle Street, Suite 310 Chicago, Illinois 60602 Attention: Jim McIntosh Fax: (312) 553-0480 Email: jmcintosh@firstam.com Any notice delivered by certified mail shall be effective on the fifth day after deposited in the United States mail. Any notice delivered by recognized commercial overnight courier shall be effective on the next business day after delivery to the recognized commercial overnight courier. Any notice delivered by facsimile transmission or e-mail shall be effective on the day of transmission. The addresses indicated for any party may be changed by similar written notice. 7. Entire Agreement. This Escrow Agreement constitutes the entire understanding between the parties as to the subject matter of this Escrow Agreement and no waiver or modification of the terms of this Escrow Agreement shall be valid unless in writing and signed by Venture Holdings, Winget and the Escrow Agent and only to the extent specifically set forth in writing. 5 8. Continuance of Agreement. This Escrow Agreement shall be binding upon the parties to this Escrow Agreement and their respective successors and assigns. 9. Applicable Law. This Escrow Agreement shall be governed by and construed under and pursuant to the internal laws of the State of Michigan without regard to its conflict of laws principles. 10. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 11. Invalid Clause. If any term, covenant, condition or provision of this Escrow Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Escrow Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 6 SIGNATURES APPEAR ON NEXT PAGE IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to be duly executed by their respective officers as of the day and year first above written. COMPANY: VENTURE HOLDINGS COMPANY LLC By: /s/ ----------------------------------- Its: ---------------------------------- Address: 33662 James J. Pompo Drive Fraser, Michigan 48026 Facsimile Number: (586) 276-1843 Email: jbuder@ventureindustries.com WINGET: By: ----------------------------------- Larry J. Winget Address: ------------------------------ ------------------------------ Facsimile Number: --------------------- Email: -------------------------------- ESCROW AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY By: ----------------------------------- Name: Title: IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to be duly executed by their respective officers as of the day and year first above written. COMPANY: VENTURE HOLDINGS COMPANY LLC By: ----------------------------------- Its: ---------------------------------- Address: 33662 James J. Pompo Drive Fraser, Michigan 48026 Facsimile Number: (586) 276-1843 Email: -------------------------------- WINGET: By: ----------------------------------- Larry J. Winget Address: ------------------------------ ------------------------------ Facsimile Number: --------------------- Email: -------------------------------- ESCROW-AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ ----------------------------------- [Name]: [Title]: Schedule A A flat fee of $500.00. 8 EXECUTION COPY EXHIBIT L FORM OF CONFIRMATION ORDER EX-14 EXECUTION COPY EXHIBIT M EMPLOYMENT AGREEMENT EX-15 EXECUTION COPY EXHIBIT N FORM OF OPERATING AGREEMENT EX-16 EXHIBIT E FORM OF SUBORDINATION AGREEMENT TO BE FILED BY THE EXHIBIT FILING DATE Exhibit E - Page 1 EXHIBIT F FORM OF TRUST AGREEMENT TO BE FILED BY THE EXHIBIT FILING DATE Exhibit F - Page 1 EXHIBIT G FORM OF VENDOR SUPPORT AGREEMENT TO BE FILED BY THE EXHIBIT FILING DATE Exhibit G - Page 1 EXHIBIT H VENTURE B GROUP TO BE FILED BY THE EXHIBIT FILING DATE Exhibit H - Page 1 EXHIBIT I EXECUTORY CONTRACTS TO BE FILED BY THE EXHIBIT FILING DATE Exhibit I - Page 1 EXHIBIT J CLAIMS NOT RELEASED PURSUANT TO SECTION 11.6 TO BE FILED BY THE EXHIBIT FILING DATE Exhibit J - Page 1 EXHIBIT K FORM OF CREDITOR'S WARRANT TO BE FILED BY THE EXHIBIT FILING DATE Exhibit K - Page 1 EXHIBIT B CURRENT ORGANIZATIONAL CHART AND FOREIGN AFFILIATES VENTURE HOLDINGS COMPANY LLC Legal Structure -------------------- Venture Holdings Company LLC -------------------- -------------------------------------------------------------------------------------------------- ---------------------- ------------------ ------------------- ---------------------- Venture Industries Vemco, Inc. Venture Mold & Venture Holdings Corporation S-Corp Engineering Corporation (dba S-Corp Corporation Bailey) S-Corp C-Corp ---------------------- ------------------ ------------------- ---------------------- -------------------------------------------------------------------------------------------------------------------------- ---------------------- ------------------ ------------------- ---------------------- ------------------ Experience Venture Service Venture Leasing Vemco Leasing Inc. Venture Management, LLC Company Company S-Corp Industries (99% owned by S-Corp S-Corp Canada, Ltd. Venture Holdings Company LLC and 1% owned by Venture Service Company) ---------------------- ------------------ ------------------- ---------------------- ------------------ -------------------------------------------------------------------------------- ------------------- ---------------------- ------------------ Venture Europe, Venture EU Peguform UK Ltd Inc. Corporation S-Corp S-Corp ------------------- ---------------------- ------------------ ------------------ -------------------- ------------ ------------------ -------- Venture Germany Peguform Hungary Venture Venture Peguform Venture GmbH Kft Peguform Netherlands BV Peguform (90% owned by Denmark Iberica Venture EU Apes S.L. Corporation and 10% owned by Venture Europe, Inc.) ------------------ -------------------- ------------ ------------------ -------- -------------------- ------------------ ------------ ------------------ Venture Venture Venture Peguform Comp. Verwaltgungs GmbH Beteillgungs GmbH Peguform S.r.o. S.r.o. -------------------- ------------------ ------------ ------------------
B-1 ------------------ ------------------------------ Peguform GmbH & Peguform Bohemia k.s. Co. KG (99% owned by (99% owned by Venture Peguform Venture S.r.o. and 1% owned Beteillgungs by Venture EU GmbH and 1% Corporation) owned by Venture Verwaltgungs GmbH) ------------------- ------------ ------------------ Peguform Hella Peguform Peguform France S.A. de C.V. Slovaka S.A. (70% owned) s.r.o. ------------------- ------------ ------------------ ------------------- Peguform Iberica S.L. ------------------- ---------------------- Peguform do Brazil Ltda. --------------------------- ---------------------- Peguform Argentina S.A. --------------------------- ---------------------- Venture Components S.L. --------------------------- ---------------------- Venture Services of Aragon S.L. --------------------------- ---------------------- Venture Logistics de Navarra S.L. --------------------------- ---------------------- Venture Logistics S.L. (90% owned by Peguform Iberica S.A. and 10% owned by Venture Components S.L.) ---------------------------
EXHIBIT C
PROPERTIES DETAIL SUBTOTAL SUBTOTAL ------------------------------------------------------------------------------------------------------------------------------- AS OF DECEMBER 31, 2002 Total 26 19 45 20 13 SQUARE FOOTAGE LOCATION LEASED OWNED USE UNITED STATES AND CANADA Michigan Masonic X 178,000 Molding, Mold Fabrication and Repair Malyn X 23,000 Molding 22,000 Molding 18,000 Warehouse Technical Center 56,000 Headquarters, Laboratory, Tryout, Mold Fabrication Commerce X 24,000 Mold Fabrication and Repair Doreka Center 6,000 Finance Grand Blanc 365,000 Molding, Painting, Assembly Grand Rapids 440,000 Molding, Painting, Assembly 125,000 Assembly Warehouse Harper X 180,000 Molding, Painting, Assembly Groesbeck 128,000 Molding 100,000 Warehouse IS Dept 5,500 Information Systems Department Flint X 208,000 Assembly, Warehouse, Shipping Almont X 10,000 Mold Fabrication and Repair 10,000 Mold Fabrication and Repair Hillsdale 119,000 Molding, Painting, Assembly 15 Mile 68,871 Sales Office Allen Park 2,341 Office Kevin Koveck's 4,500 Warehouse (Pronto Properties) Highland Park 100,000 Warehouse (Woodward Manchester) Kentucky Hopkinsville 104,000 Molding, Painting, Assembly 113,400 Warehouse New Hampshire Seabrook 390,000 Molding, Painting, Assembly Ohio Conneaut 183,000 Molding, Painting, Assembly 17,000 Warehouse 3,590 Warehouse
EXHIBIT C Lancaster 156,000 Molding, Painting, Assembly Warehouse (square footage is variable based on usage) Indiana Madison 71,000 Painting and Assembly (inactive) Hartford City 116,000 Molding and Assembly Portland 120,000 Molding and Painting (inactive) Ontario, Canada Wallaceburg 52,500 Painting, Assembly, Warehouse 1,641,202 1,878,500 3,519,702 FOREIGN 6 6 Hungary Gyor 31,000 Module Center Bohemia Liban 118,000 Molding 35,135 Molding Liberec 950,000 Molding and Painting Netherlands Sittard 95,000 Module Center United Kingdom Luton 69,000 Molding, Painting and Assembly Luton 57,000 Molding, Painting and Assembly Luton 25,000 Assembly Composites Chodova Plana 25,000 Warehouse Chodova Plana 9,435 Molding Chodova Plana 1,908 Molding Chodova Plana 3,499 Warehouse 242,435 1,177,542 Total Venture 1,883,637 3,056,042
X Denotes Related Party Lease 2 EXHIBIT D RELATED PARTY BALANCES VENTURE HOLDINGS COMPANY LLC CONSOLIDATED INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 169,233,626.46 (110,546,078.07) 0.00 Bailey - Conneaut 8,914,524.40 (7,595,115.39) 83,365.88 Bailey - Hartford City 2,548,988.66 (2,177,961.72) 27,546.06 Bailey - Hillsdale 2,645,705.61 (4,665,931.26) 3,844.69 Bailey - Lancaster 20,394,103.25 (432,614.47) 14,739.64 Bailey - Portland 3,519,247.94 (1,241,941.58) 0.00 Bailey - Seabrook 388,253.21 (15,902,366.87) 0.00 Bailey - SMC Compound 7,005,752.69 (6,072,360.75) 0.00 Bailey - Madison 1,007,504.32 (818,340.62) 0.00 Experience Management 381,120,566.95 (387,044,382.92) 0.00 Venture Industries - Groesbeck 0.00 0.00 138,185.08 Venture Industries - Harper 0.00 0.00 99,033.63 Venture Industries - Masonic 9,534.25 0.00 (3,247.79) Venture Industries - Malyn 0.00 0.00 187,520.45 Venture Industries - Processing 0.00 0.00 12,423.23 Venture Industries - Admin 802,089,740.80 (927,091,701.31) 0.00 Venture Grand Blanc 147,981,365.34 (560,415.75) 376,142.89 Venture Grand Rapids 255,330,499.06 (382,065,171.25) 19,370.58 Venture GR - Hopkinsville 41,186,275.18 (1,400.41) 0.00 Venture Almont 68,910,021.34 (74,077,293.91) 2,119.20 Venture Mold & Engineering 188,479,987.08 (191,214,753.77) 0.00 Venture Canada 13,601,683.56 (15,202,038.39) 4,468.32 Vemco Leasing 1,077,821.31 (972,000.00) 0.00 Venture Leasing 305,498,503.57 (301,211,061.84) 0.00 Venture Europe 296,921,850.16 (27,021,350.03) 0.00 Venture Holdings 27,021,349.57 (723,875,712.67) 0.00 Venture Service 1,661,638,929.06 (1,226,782,485.72) 2,274.66 Venture Europe 0.00 0.00 0.00 Venture EU 49,839.57 0.00 0.00 ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 4,406,575,673.34 (4,406,572,478.70) 967,786.52 ------------------------------------------------------------------------------------------ 3,194.64 ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) 0.00 0.00 0.00 Venture Germany 0.00 0.00 0.00 Venture Verwaltungs 0.00 0.00 0.00 Venture Beteillgungs 0.00 0.00 0.00 Peguform GmbH 0.00 0.00 0.00 Peguform Iberica 0.00 0.00 0.00 Venture Service (to/from Int'l) 0.00 0.00 0.00 TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 4,406,575,673.34 (4,406,572,478.70) 967,786.52 ------------------------------------------------------------------------------------------ 3,194.64 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) 102,412,715.84 (4,874,028.20) 6,170,394.41 Sitco Ltd. 0.00 0.00 0.00 Acropolis 0.00 (24,927.20) 0.00 Atlantic Automotive 0.00 0.00 0.00 Harper Properties 0.00 (1,675,830.00) 0.00 M & M Services, Inc. 0.00 0.00 0.00 Metro Tool & Die 2,669.10 (296,963.43) 0.00 Millard Design 0.00 0.00 0.00 Nova Industries 378,673.66 (2,396,178.44) 430,953.86 Venture Africa 999,244.78 0.00 146,502.46 Venture Acquisitions 0.00 (1,889,249.90) 0.00 Realven 0.00 (815,403.99) 0.00 Venture Global Gifu 0.00 0.00 0.00 VAC 0.00 (1,402,358.92) 0.00 Venco Mgmnt 0.00 0.00 0.00 Venture Australia / Asian Pacific 1,834,755.92 0.00 900.00 Venture Foreign Sales 0.00 0.00 0.00 Venture Heavy Machine 75.00 (8,960,522.15) 0.00 Farm & Country 0.00 0.00 0.00 Venture Real Estate 0.00 (435,000.00) 0.00 Tig Interiors 0.00 0.00 0.00 Linden Creek 167,663.93 (297,200.99) 172,516.98 UV Automotive 1,795,212.91 (1,446,230.80) 1,792,508.97 Chipawa Logistics 0.00 0.00 24,644.10 Shelby 0.00 0.00 0.00 Venture Sales 6,125.06 (1,304,422.82) 6,125.06 Long Term 28,831,890.36 (17,356,051.26) 0.00 Winget, Larry 0.00 (775,777.50) 0.00 Wyndgate 1,186.18 (28,068.17) 1,186.15 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 136,430,212.74 (43,978,213.77) 8,745,731.99 ------------------------------------------------------------------------------------------ 92,451,998.97 ------------------------------------------------------------------------------------------ MISCELLANEOUS/ UNBILLED REC ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate 0.00 0.00 0.00 Bailey - Conneaut (906.66) (21,993.97) (13,292.48) Bailey - Hartford City 0.00 0.00 0.00 Bailey - Hillsdale (4,414.02) (13,344.14) (4,045.91) Bailey - Lancaster (311.67) (13,707.16) 0.00 Bailey - Portland 0.00 0.00 0.00 Bailey - Seabrook 0.00 0.00 (17,960.00) Bailey - SMC Compound 0.00 (58,297.87) 0.00 Bailey - Madison 0.00 0.00 0.00 Experience Management 0.00 0.00 0.00 Venture Industries - Groesbeck (1,320.62) 11,022.66 175.47 Venture Industries - Harper (726.18) (38,560.63) (19,396.04) Venture Industries - Masonic 0.00 (32,612.67) (48,849.13) Venture Industries - Malyn 0.00 7,239.54 (242.16) Venture Industries - Processing (4,577.59) (59,803.25) (1,272.18) Venture Industries - Admin 0.00 0.00 0.00 Venture Grand Blanc (348,127.91) (11,280.66) 0.00 Venture Grand Rapids (18,505.55) (7,056.27) (6,901.30) Venture GR - Hopkinsville 0.00 0.00 (2,274.66) Venture Almont 0.00 (239,923.00) 5,251.28 Venture Mold & Engineering 0.00 0.00 0.00 Venture Canada 0.00 (1,771.79) 0.00 Vemco Leasing 0.00 0.00 0.00 Venture Leasing 0.00 0.00 0.00 Venture Europe 0.00 0.00 0.00 Venture Holdings 0.00 0.00 0.00 Venture Service 0.00 0.00 0.00 Venture Europe 0.00 0.00 0.00 Venture EU 0.00 0.00 0.00 --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES (378,890.20) (480,089.21) (108,807.11) --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) 0.00 0.00 0.00 Venture Germany 0.00 0.00 0.00 Venture Verwaltungs 0.00 0.00 0.00 Venture Beteillgungs 0.00 0.00 0.00 Peguform GmbH 0.00 0.00 0.00 Peguform Iberica 0.00 0.00 0.00 Venture Service (to/from Int'l) 0.00 0.00 0.00 TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES (378,890.20) (480,089.21) (108,807.11) --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) 0.00 12,643.00 (147,626.00) Sitco Ltd. 0.00 0.00 0.00 Acropolis 0.00 0.00 0.00 Atlantic Automotive 0.00 0.00 0.00 Harper Properties 0.00 0.00 0.00 M & M Services, Inc. 0.00 0.00 0.00 Metro Tool & Die 0.00 0.00 0.00 Millard Design 0.00 0.00 0.00 Nova Industries 0.00 (2,346,533.92) (172,112.26) Venture Africa 0.00 0.00 0.00 Venture Acquisitions 0.00 (32,400.00) 0.00 Realven 0.00 0.00 0.00 Venture Global Gifu 0.00 0.00 0.00 VAC 0.00 0.00 0.00 Venco Mgmnt 0.00 0.00 0.00 Venture Australia / Asian Pacific 0.00 0.00 0.00 Venture Foreign Sales 0.00 0.00 0.00 Venture Heavy Machine 0.00 (150,325.00) 0.00 Farm & Country 0.00 0.00 0.00 Venture Real Estate 0.00 (54,000.00) 0.00 Tig Interiors 0.00 (10,626.89) (350.00) Linden Creek 0.00 (222,021.52) (16,592.09) UV Automotive 0.00 (1,485,197.88) 6,085.50 Chipawa Logistics 0.00 0.00 0.00 Shelby 0.00 0.00 0.00 Venture Sales 0.00 (4,312.37) 0.00 Long Term 0.00 0.00 0.00 Winget, Larry 0.00 0.00 0.00 Wyndgate 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (4,292,774.58) (330,594.85) --------------------------------------------------------------------------------------- NET RECEIVABLE 96,574,361.53 ---------------------------------------------------------------------------------------
Consolidated 1 of '46 VENTURE HOLDINGS COMPANY LLC MOLD & ENGINEERING INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------ DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 12,344,012.52 Bailey - Conneaut (16,605.00) Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook (33,278.00) Bailey - SMC Compound Bailey - Madison Experience Management (22,551,651.27) Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin 167,306,074.61 Venture Grand Blanc 15,195.50 (19,163.00) Venture Grand Rapids 4,229,936.35 Venture GR - Hopkinsville Venture Almont (49,657,180.82) Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing (264,000.00) Venture Europe Venture Holdings Venture Service 7,319,534.79 (115,938,108.99) Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 191,214,753.77 (188,479,987.08) 0.00 ------------------------------------------------------------------------------------------ 2,734,766.69 ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 191,214,753.77 (188,479,987.08) 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) 16,071,089.65 (6,813,427.27) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics
Mold 2 of '46 Shelby Venture Sales Long Term Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 16,071,089.65 (6,813,427.27) 0.00 ------------------------------------------------------------------------------------------
Shelby Venture Sales Long Term Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Mold 3 of '46 VENTURE HOLDINGS COMPANY LLC ALMONT INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------ DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 1,135,396.35 Bailey - Conneaut 906.66 Bailey - Hartford City Bailey - Hillsdale 4,414.02 Bailey - Lancaster 311.67 Bailey - Portland Bailey - Seabrook 377,333.50 Bailey - SMC Compound Bailey - Madison Experience Management (27,682,650.06) Venture Industries - Groesbeck Venture Industries - Harper 65,548.00 Venture Industries - Masonic Venture Industries - Malyn 169,123.72 Venture Industries - Processing Venture Industries - Admin 16,996,270.78 Venture Grand Blanc 2,447,088.77 348,127.91 Venture Grand Rapids 3,464,023.70 18,505.55 Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering 49,657,180.82 Venture Canada Vemco Leasing Venture Leasing (106,380.00) Venture Europe Venture Holdings Venture Service (41,117,908.32) Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 74,077,293.92 (68,906,938.38) 606,937.53 ------------------------------------------------------------------------------------------ 5,170,355.54 ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 74,077,293.92 (68,906,938.38) 606,937.53 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) 60,164.99 (642,461.80) 4,644,486.23 Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries 168,350.70 Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek 97,720.35 UV Automotive 112,096.41 Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 60,164.99 (642,461.80) 5,022,653.69 ------------------------------------------------------------------------------------------ UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut (906.66) Bailey - Hartford City Bailey - Hillsdale (4,414.02) Bailey - Lancaster (311.67) Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck (255.75) Venture Industries - Harper (1,337.20) Venture Industries - Masonic (536.25) Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc (348,127.91) Venture Grand Rapids (18,505.55) Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES (372,265.81) (1,873.45) (255.75) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES (372,265.81) (1,873.45) (255.75) ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) (13,000.00) (145,220.00) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine (150,400.00) Farm & Country Venture Real Estate (54,000.00) Tig Interiors Linden Creek (2,710.00) UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 (220,110.00) (145,220.00) ------------------------------------------------------------------------------------------
Almont 4 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE CANADA INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ----------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck (3,041.28) Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin 15,154,880.32 Venture Grand Blanc Venture Grand Rapids 1,295.66 (27.12) 4,813.07 Venture GR - Hopkinsville 45,862.41 Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing (71,323.00) Venture Europe Venture Holdings Venture Service (13,530,333.40) Venture Europe Venture EU ---------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 15,202,038.39 (13,601,683.52) 1,771.79 ---------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ---------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 15,202,038.39 (13,601,683.52) 1,771.79 ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) 14,851.90 Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES 14,851.90 0.00 0.00 ---------------------------------------------------------------------------------------- UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc (4,468.32) Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 (4,468.32) 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 (4,468.32) 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive (13,257.01) Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (13,257.01) 0.00 ---------------------------------------------------------------------------------------
Canada 5 of '46 VENTURE HOLDINGS COMPANY LLC GRAND BLANC INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 534,927.13 Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management (97,571,384.91) Venture Industries - Groesbeck Venture Industries - Harper 6,812.34 Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin (102,348.41) Venture Grand Blanc Venture Grand Rapids 6,325.62 Venture GR - Hopkinsville Venture Almont (2,447,088.77) Venture Mold & Engineering 19,163.00 (15,195.50) Venture Canada 4,468.32 Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service (47,847,592.90) Venture Europe Venture EU ---------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 560,415.75 (147,983,610.49) 11,280.66 ---------------------------------------------------------------------------------------- (147,423,194.74) ---------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ---------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 560,415.75 (147,983,610.49) 11,280.66 ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) (205,829.98) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (205,829.98) 0.00 ----------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale (1,598.50) Bailey - Lancaster Bailey - Portland Bailey - Seabrook (17,960.00) Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck (3,876.48) Venture Industries - Harper (4,580.00) Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 (28,014.98) --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 (28,014.98) --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
G Blanc 6 of '46 VENTURE HOLDINGS COMPANY LLC GRAND RAPIDS INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 4,938,575.57 (1,595.00) Bailey - Conneaut 6,901.30 Bailey - Hartford City 23,978.58 Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management (33,533,981.23) Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin 357,088,926.56 Venture Grand Blanc (6,325.62) Venture Grand Rapids 19,951,411.17 (19,978,857.77) (16,922.31) Venture GR - Hopkinsville (1,400.41) Venture Almont 3,088.96 (3,464,023.70) Venture Mold & Engineering (4,229,936.35) Venture Canada 27.16 (1,295.66) Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service (194,139,929.33) Venture Europe Venture EU ---------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 381,982,029.42 (255,357,345.07) 13,957.57 ---------------------------------------------------------------------------------------- 126,624,684.35 ---------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ---------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 381,982,029.42 (255,357,345.07) 13,957.57 ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) (299,327.00) 32,057.00 Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries 42,071.45 Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek 33,294.72 UV Automotive 22,033.44 Chipawa Logistics 24,644.10 Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (299,327.00) 154,100.71 ---------------------------------------------------------------------------------------- UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut (3,398.11) (10,340.00) Bailey - Hartford City Bailey - Hillsdale 763.84 Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck 3,041.28 Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids 16,922.31 Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada (4,813.07) Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ---------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 11,752.41 (9,576.16) ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ---------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 11,752.41 (9,576.16) ---------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries (1,578,630.27) (49,331.57) Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors (140.45) Linden Creek (216,746.13) (7,711.84) UV Automotive (1,517.65) Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ---------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (1,795,516.85) (58,561.06) ----------------------------------------------------------------------------------
G Rapids 7 of '46 VENTURE HOLDINGS COMPANY LLC HOPKINSVILLE INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management (31,642,942.99) Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin (774.40) Venture Grand Blanc Venture Grand Rapids 1,400.41 Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada (45,862.41) Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service (9,496,695.38) 2,274.66 Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 1,400.41 (41,186,275.18) 2,274.66 ------------------------------------------------------------------------------------------ (41,184,874.77) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 1,400.41 (41,186,275.18) 2,274.66 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) ----------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ----------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 ----------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ----------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 ----------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ----------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 -----------------------------------------------------------------------------------------
Hopkins 8 of '46 VENTURE HOLDINGS COMPANY LLC SERVICE COMPANY INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 117,662,592.01 Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management 381,119,177.75 Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic 9,534.25 Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin (926,330,578.50) Venture Grand Blanc 47,845,347.90 Venture Grand Rapids 194,139,927.34 Venture GR - Hopkinsville 9,496,695.38 Venture Almont 41,117,908.32 Venture Mold & Engineering 115,938,108.99 (7,319,534.79) Venture Canada 13,530,333.40 Vemco Leasing 1,077,821.31 (972,000.00) Venture Leasing 304,825,303.57 (3,468,669.15) Venture Europe Venture Holdings (723,531,512.67) Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 1,226,762,750.22 (1,661,622,295.11) 0.00 ------------------------------------------------------------------------------------------ (434,859,544.89) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 1,226,762,750.22 (1,661,622,295.11) 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) 92,227,262.06 19,815.00 Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries 17,940.25 Venture Africa 852,742.32 (750,000.00) 146,502.46 Venture Acquistions (1,297,660.00) Realven (706,404.00) Venture Global Gifu VAC (1,402,358.92) Venco Mgmnt Venture Australia / Asian Pacific 4,915,379.85 (3,081,523.97) Venture Foreign Sales Venture Heavy Machine 205,165.34 (9,015,287.49) Farm & Country Venture Real Estate (339,600.00) Tig Interiors Linden Creek 36,648.72 UV Automotive 254,127.16 Chipawa Logistics UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville (2,274.66) Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 (2,274.66) --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 (2,274.66) --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors (1,371.04) (350.00) Linden Creek UV Automotive Chipawa Logistics
Service 9 of '46 Shelby Venture Sales (1,295,816.41) 6,125.06 Long Term 28,831,890.36 Winget, Larry Wyndgate 1,186.15 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 127,032,439.93 (17,888,650.79) 482,344.80 ------------------------------------------------------------------------------------------
Shelby Venture Sales (4,312.37) Long Term Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (5,683.41) (350.00) ---------------------------------------------------------------------------------------
Service 10 of '46 VENTURE HOLDINGS COMPANY LLC EXPERIENCE MANAGEMENT INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate 1,446,632.00 (1,389.20) Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin 172,615,512.79 Venture Grand Blanc 97,571,384.76 Venture Grand Rapids 33,536,178.81 Venture GR - Hopkinsville 31,642,942.99 Venture Almont 27,682,644.06 Venture Mold & Engineering 22,551,651.27 Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service (381,130,243.01) Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 387,046,946.68 (381,131,632.21) 0.00 ------------------------------------------------------------------------------------------ 5,915,314.47 ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 387,046,946.68 (381,131,632.21) 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Expr Mgmt 11 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE LEASING INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC. ------------------------------------------------------- DR (CR) DR (CR) DR (CR) ------------------------------------------------------------------------------------------ INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin 658,000.00 (658,000.00) Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont 106,380.00 Venture Mold & Engineering 264,000.00 Venture Canada 71,323.00 Vemco Leasing Venture Leasing Venture Europe 296,921,850.16 Venture Holdings (344,200.00) Venture Service 3,483,669.15 (304,840,303.57) Venture Europe Venture EU 49,839.57 ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 301,555,061.88 (305,842,503.57) 0.00 ------------------------------------------------------------------------------------------ (4,287,441.69) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 301,555,061.88 (305,842,503.57) 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S ---------------------------------------------------- DR (CR) DR (CR) DR (CR) --------------------------------------------------------------------------------------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 --------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive
Vent Lease 12 of '46 Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ---------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 ----------------------------------------------------------------------------------------
Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Vent Lease 13 of '46 VENTURE HOLDINGS COMPANY LLC VEMCO LEASING INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
ACCTS TRADE UNBILLED PAY UNRECORDED A/R A/P ACCTS REC. REC'S TRADE LIAB'S ---------- ------------- ---------- -------- -------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) ---------- ------------- ---------- -------- -------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service 975,000.00 (1,080,821.31) Venture Europe Venture EU -------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 975,000.00 (1,080,821.31) 0.00 0.00 0.00 0.00 -------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 -------------------------------------------------------------------------- TOTAL TRUST BALANCES 975,000.00 (1,080,821.31) 0.00 0.00 0.00 0.00 -------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate -------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------
Vemco lease 14 of '46 VENTURE HOLDINGS COMPANY LLC BAILEY CONSOLIDATED INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 31,171,490.88 (38,361,231.67) 0.00 0.00 0.00 0.00 Bailey - Conneaut 8,914,524.40 (7,578,510.39) 75,557.92 0.00 (18,595.86) (2,952.48) Bailey - Hartford City 2,548,988.66 (2,177,961.72) 3,567.48 0.00 0.00 0.00 Bailey - Hillsdale 2,645,705.61 (4,665,931.26) 0.00 0.00 0.00 0.00 Bailey - Lancaster 20,394,103.25 (432,614.47) 14,427.97 0.00 (13,707.16) 0.00 Bailey - Portland 3,519,247.94 (1,241,941.58) 0.00 0.00 0.00 0.00 Bailey - Seabrook 10,919.71 (15,869,088.87) 0.00 0.00 0.00 0.00 Bailey - SMC Compound 7,005,752.69 (6,072,360.75) 0.00 0.00 (58,297.87) 0.00 Bailey - Madison 1,007,504.32 (818,340.62) 0.00 0.00 0.00 0.00 Experience Management 1,389.20 (1,446,632.00) 0.00 0.00 0.00 0.00 Venture Industries - Groesbeck 0.00 0.00 16,555.39 0.00 (1,475.00) 0.00 Venture Industries - Harper 0.00 0.00 0.00 0.00 (5,425.16) 0.00 Venture Industries - Masonic 0.00 0.00 0.00 0.00 0.00 0.00 Venture Industries - Malyn 0.00 0.00 0.00 0.00 7,469.49 0.00 Venture Industries - Processing 0.00 0.00 0.00 0.00 0.00 0.00 Venture Industries - Admin 72,270,075.74 0.00 0.00 0.00 0.00 0.00 Venture Grand Blanc 0.00 (534,927.13) 19,558.50 0.00 0.00 0.00 Venture Grand Rapids 0.00 (4,936,594.08) 12,974.27 0.00 (23,978.58) (6,901.30) Venture GR - Hopkinsville 0.00 0.00 0.00 0.00 0.00 0.00 Venture Almont 0.00 (1,512,729.85) 0.00 0.00 0.00 0.00 Venture Mold & Engineering 49,883.00 (12,344,012.52) 0.00 0.00 0.00 0.00 Venture Canada 0.00 0.00 0.00 0.00 0.00 0.00 Vemco Leasing 0.00 0.00 0.00 0.00 0.00 0.00 Venture Leasing 0.00 0.00 0.00 0.00 0.00 0.00 Venture Europe 0.00 0.00 0.00 0.00 0.00 0.00 Venture Holdings 0.00 0.00 0.00 0.00 0.00 0.00 Venture Service 0.00 (117,660,549.51) 0.00 0.00 0.00 0.00 Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 149,539,585.40 (215,653,426.42) 142,641.53 0.00 (114,010.14) (9,853.78) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany 0.00 0.00 0.00 0.00 0.00 0.00 Venture Verwaltungs 0.00 0.00 0.00 0.00 0.00 0.00 Venture Beteillgungs 0.00 0.00 0.00 0.00 0.00 0.00 Peguform GmbH 0.00 0.00 0.00 0.00 0.00 0.00 Peguform Iberica 0.00 0.00 0.00 0.00 0.00 0.00 Venture Service (to/from Int'l) 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 149,539,585.40 (215,653,426.42) 142,641.53 0.00 (114,010.14) (9,853.78) ------------------------------------------------------------------------------------------ 0.00 0.00 0.00 0.00 0.00 RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 Deluxe Pattern (AEC) 0.00 (45,950.00) 125,667.82 0.00 0.00 0.00 Sitco Ltd. 0.00 0.00 0.00 0.00 0.00 0.00 Acropolis 0.00 0.00 0.00 0.00 0.00 0.00 Atlantic Automotive 0.00 0.00 0.00 0.00 0.00 0.00 Harper Properties 0.00 0.00 0.00 0.00 0.00 0.00 M & M Services, Inc. 0.00 0.00 0.00 0.00 0.00 0.00 Metro Tool & Die 0.00 0.00 0.00 0.00 0.00 0.00 Millard Design 0.00 0.00 0.00 0.00 0.00 0.00 Nova Industries 0.00 0.00 0.00 0.00 (89,526.15) (85,886.15) Venture Africa 0.00 0.00 0.00 0.00 0.00 0.00 Venture Acquistions 0.00 0.00 0.00 0.00 0.00 0.00 Realven 0.00 0.00 0.00 0.00 0.00 0.00 Venture Global Gifu 0.00 0.00 0.00 0.00 0.00 0.00 VAC 0.00 0.00 0.00 0.00 0.00 0.00 Venco Mgmnt 0.00 0.00 0.00 0.00 0.00 0.00 Venture Australia / Asian Pacific 0.00 0.00 900.00 0.00 0.00 0.00 Venture Foreign Sales 0.00 0.00 0.00 0.00 0.00 0.00 Venture Heavy Machine 0.00 0.00 0.00 0.00 75.00 0.00 Farm & Country 0.00 0.00 0.00 0.00 0.00 0.00 Venture Real Estate 0.00 0.00 0.00 0.00 0.00 0.00 Tig Interiors 0.00 0.00 0.00 0.00 0.00 0.00 Linden Creek 0.00 0.00 4,853.19 0.00 0.00 (7,734.63) UV Automotive 0.00 0.00 0.00 0.00 (105,907.75) (9,697.56) Chipawa Logistics 0.00 0.00 0.00 0.00 0.00 0.00 Shelby 0.00 0.00 0.00 0.00 0.00 0.00 Venture Sales 0.00 0.00 0.00 0.00 0.00 0.00 Windall Industries 0.00 0.00 0.00 0.00 0.00 0.00 Winget, Larry 0.00 0.00 0.00 0.00 0.00 0.00 Wyndgate 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 (45,950.00) 131,421.01 0.00 (195,358.90) (103,318.34) ------------------------------------------------------------------------------------------
Bailey Consol 15 of '46 VENTURE HOLDINGS COMPANY LLC CONNEAUT INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 1,153,481.91 (8,566,639.56) Bailey - Conneaut Bailey - Hartford City 57,107.11 3,567.48 Bailey - Hillsdale 2,583.23 Bailey - Lancaster (347,884.84) 17,811.57 (13,707.16) Bailey - Portland Bailey - Seabrook 3,159.25 Bailey - SMC Compound 6,362,178.93 (61,850.76) Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids 13,738.11 (6,901.30) Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering 16,605.00 Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 7,595,115.43 (8,914,524.40) 35,117.16 0.00 (75,557.92) (6,901.30) -------------- (1,319,408.97) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 7,595,115.43 (8,914,524.40) 35,117.16 0.00 (75,557.92) (6,901.30) ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Conneaut 16 of '46 VENTURE HOLDINGS COMPANY LLC SEABROOK INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 15,857,790.93 Bailey - Conneaut (3,159.25) Bailey - Hartford City 7,584.85 (7,760.46) Bailey - Hillsdale 3,757.64 Bailey - Lancaster (6,683.53) Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc 17,960.00 Venture Grand Rapids Venture GR - Hopkinsville Venture Almont (377,333.50) Venture Mold & Engineering 33,278.00 Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 15,902,411.42 (394,936.74) 17,960.00 0.00 0.00 0.00 -------------- 15,507,474.68 ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 15,902,411.42 (394,936.74) 17,960.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Seabrook 17 of '46 VENTURE HOLDINGS COMPANY LLC HILLSDALE INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 4,666,142.80 (2,634,879.74) Bailey - Conneaut (2,583.23) Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster (4,485.00) Bailey - Portland Bailey - Seabrook (3,757.64) Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck 16,555.39 (1,475.00) Venture Industries - Harper (5,425.16) Venture Industries - Masonic Venture Industries - Malyn 7,469.49 Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc 1,598.50 Venture Grand Rapids (763.84) Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 4,666,142.80 (2,645,705.61) 17,390.05 0.00 569.33 0.00 -------------- 2,020,437.19 ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 4,666,142.80 (2,645,705.61) 17,390.05 0.00 569.33 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Hillsdale 18 of '46 VENTURE HOLDINGS COMPANY LLC MADISON INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 818,340.62 (941,930.95) Bailey - Conneaut Bailey - Hartford City (61,014.96) Bailey - Hillsdale Bailey - Lancaster (4,558.41) Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 818,340.62 (1,007,504.32) 0.00 0.00 0.00 0.00 -------------- (189,163.70) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 818,340.62 (1,007,504.32) 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Madison 19 of '46 VENTURE HOLDINGS COMPANY LLC LANCASTER INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 49,206.05 (20,339,380.26) Bailey - Conneaut 347,884.84 13,707.16 (18,595.86) 615.00 Bailey - Hartford City (42,575.12) Bailey - Hillsdale 4,485.00 Bailey - Lancaster 6,683.53 Bailey - Portland Bailey - Seabrook Bailey - SMC Compound 19,796.64 (5,464.34) 3,552.89 Bailey - Madison 4,558.41 Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 432,614.47 (20,387,419.72) 13,707.16 0.00 (15,042.97) 615.00 -------------- (19,954,805.25) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 432,614.47 (20,387,419.72) 13,707.16 0.00 (15,042.97) 615.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Lancaster 20 of '46 VENTURE HOLDINGS COMPANY LLC HARTFORD CITY INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 1,317,690.58 (2,484,296.70) Bailey - Conneaut (57,107.11) (3,567.48) Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster 42,575.12 Bailey - Portland 125,143.48 Bailey - Seabrook 7,760.46 (7,584.85) Bailey - SMC Compound 623,777.12 Bailey - Madison 61,014.96 Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids (23,978.58) Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 2,177,961.72 (2,548,988.66) 0.00 0.00 (23,978.58) (3,567.48) -------------- (371,026.94) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 2,177,961.72 (2,548,988.66) 0.00 0.00 (23,978.58) (3,567.48) ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Hartford 21 of '46 VENTURE HOLDINGS COMPANY LLC PORTLAND INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 1,241,941.58 (3,394,104.46) Bailey - Conneaut Bailey - Hartford City (125,143.48) Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 1,241,941.58 (3,519,247.94) 0.00 0.00 0.00 0.00 -------------- (2,277,306.36) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 1,241,941.58 (3,519,247.94) 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
Portland 22 of '46 VENTURE HOLDINGS COMPANY LLC SMC INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 6,066,896.41 Bailey - Conneaut (6,362,178.93) 61,850.76 Bailey - Hartford City (623,777.12) Bailey - Hillsdale Bailey - Lancaster 5,464.34 (19,796.64) (3,383.60) Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 6,072,360.75 (7,005,752.69) 58,467.16 0.00 0.00 0.00 -------------- (933,391.94) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 6,072,360.75 (7,005,752.69) 58,467.16 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------
SMC 23 of '46 VENTURE HOLDING COMPANY LLC BAILEY CORPORATE INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ----------- -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ----------- -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut 8,566,639.56 (1,153,481.87) Bailey - Hartford City 2,484,296.70 (1,317,690.58) Bailey - Hillsdale 2,634,879.74 (4,665,931.26) Bailey - Lancaster 20,339,380.26 (49,206.05) Bailey - Portland 3,394,104.46 (1,241,941.58) Bailey - Seabrook (15,857,746.38) Bailey - SMC Compound (6,066,896.41) Bailey - Madison 941,930.95 (818,340.62) Experience Management 1,389.20 (1,446,632.00) Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin 72,270,075.74 Venture Grand Blanc (534,927.13) Venture Grand Rapids (4,936,594.08) Venture GR - Hopkinsville Venture Almont (1,135,396.35) Venture Mold & Engineering (12,344,012.52) Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service (117,660,549.51) Venture Europe Venture EU ------------------------------------------------------------------------------------------ US INTERCO COMPANY BALANCES 110,632,696.61 (169,229,346.34) 0.00 0.00 0.00 0.00 -------------- (58,596,649.73) ------------------------------------------------------------------------------------------ Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ TOTAL TRUST BALANCES 110,632,696.61 (169,229,346.34) 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES Deluxe Pattern (AEC) (45,950.00) 125,667.82 Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries (89,526.15) (85,886.15) Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific 900.00 Venture Foreign Sales Venture Heavy Machine 75.00 Farm & Country Venture Real Estate Tig Interiors Linden Creek 4,853.19 (7,734.63) UV Automotive (105,907.75) (9,697.56) Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate ------------------------------------------------------------------------------------------ RELATED PARTY BALANCES 0.00 (45,950.00) 131,421.01 0.00 (195,358.90) (103,318.34) ------------------------------------------------------------------------------------------
Bailey Corp 24 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S -------------- --------------- ------------ -------------- --------------- ----------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ -------------- --------------- ----------- INTERCO COMPANY BALANCES Bailey - Corporate 0.00 (72,181,862.20) 0.00 0.00 0.00 0.00 Bailey - Conneaut 0.00 0.00 0.00 0.00 0.00 0.00 Bailey - Hartford City 0.00 0.00 0.00 0.00 0.00 0.00 Bailey - Hillsdale 0.00 0.00 (569.33) 0.00 (13,344.14) (3,211.25) Bailey - Lancaster 0.00 0.00 0.00 0.00 0.00 0.00 Bailey - Portland 0.00 0.00 0.00 0.00 0.00 0.00 Bailey - Seabrook 0.00 0.00 0.00 0.00 0.00 0.00 Bailey - SMC Compound 0.00 0.00 0.00 0.00 0.00 0.00 Bailey - Madison 0.00 0.00 0.00 0.00 0.00 0.00 Experience Management 0.00 (172,615,140.46) 0.00 0.00 0.00 0.00 Venture Industries - Groesbeck 0.00 0.00 124,670.97 (1,320.62) 9,456.38 4,307.70 Venture Industries - Harper 0.00 0.00 26,673.29 (726.18) (31,798.27) (14,816.04) Venture Industries - Masonic 0.00 0.00 (3,247.79) 0.00 (32,076.42) (48,849.13) Venture Industries - Malyn 0.00 0.00 18,396.73 0.00 (229.95) (242.16) Venture Industries - Processing 0.00 0.00 12,423.23 (4,577.59) (59,803.25) (1,272.18) Venture Industries - Admin 0.00 0.00 0.00 0.00 0.00 0.00 Venture Grand Blanc 102,348.41 0.00 8,456.48 0.00 (6,812.34) 0.00 Venture Grand Rapids 0.00 (357,149,692.28) 0.00 0.00 0.00 0.00 Venture GR - Hopkinsville 774.40 0.00 0.00 0.00 0.00 0.00 Venture Almont 0.00 (16,996,270.77) 2,119.20 0.00 (239,923.00) 5,251.28 Venture Mold & Engineering 0.00 (167,306,074.61) 0.00 0.00 0.00 0.00 Venture Canada 0.00 (15,154,880.32) 0.00 0.00 3,041.28 0.00 Vemco Leasing 0.00 0.00 0.00 0.00 0.00 0.00 Venture Leasing 329,000.00 (329,000.00) 0.00 0.00 0.00 0.00 Venture Europe 0.00 0.00 0.00 0.00 0.00 0.00 Venture Holdings 0.00 0.00 0.00 0.00 0.00 0.00 Venture Service 926,329,438.28 0.00 0.00 0.00 0.00 0.00 Venture Europe 0.00 0.00 0.00 0.00 0.00 0.00 Venture EU 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 926,761,561.09 (801,732,920.64) 188,922.78 (6,624.39) (371,489.71) (58,831.78) ------------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) 0.00 0.00 0.00 0.00 0.00 0.00 Venture Germany 0.00 0.00 0.00 0.00 0.00 0.00 Venture Verwaltungs 0.00 0.00 0.00 0.00 0.00 0.00 Venture Beteillgungs 0.00 0.00 0.00 0.00 0.00 0.00 Peguform GmbH 0.00 0.00 0.00 0.00 0.00 0.00 Peguform Iberica 0.00 0.00 0.00 0.00 0.00 0.00 Venture Service (to/from Int'l) 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 926,761,561.09 (801,732,920.64) 107,901.97 (6,604.39) (368,893.48) (64,718.72) ------------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 Deluxe Pattern (AEC) 0.00 (3,678,605.35) 1,348,368.36 0.00 25,643.00 (2,406.00) Sitco Ltd. 0.00 0.00 0.00 0.00 0.00 0.00 Acropolis 0.00 0.00 0.00 0.00 0.00 0.00 Atlantic Automotive 0.00 0.00 0.00 0.00 0.00 0.00 Harper Properties 0.00 (1,675,830.00) 0.00 0.00 0.00 0.00 M & M Services, Inc. 0.00 0.00 0.00 0.00 0.00 0.00 Metro Tool & Die 0.00 0.00 0.00 0.00 0.00 0.00 Millard Design 0.00 0.00 0.00 0.00 0.00 0.00 Nova Industries 0.00 0.00 202,591.46 0.00 (678,377.50) (36,894.54) Venture Africa 0.00 0.00 0.00 0.00 0.00 0.00 Venture Acquistions 0.00 (591,589.90) 0.00 0.00 (32,400.00) 0.00 Realven 0.00 (108,999.99) 0.00 0.00 0.00 0.00 Venture Global Gifu 0.00 0.00 0.00 0.00 0.00 0.00 VAC 0.00 0.00 0.00 0.00 0.00 0.00 Venco Mgmnt 0.00 0.00 0.00 0.00 0.00 0.00 Venture Australia / Asian Pacific 0.00 0.00 0.00 0.00 0.00 0.00 Venture Foreign Sales 0.00 0.00 0.00 0.00 0.00 0.00 Venture Heavy Machine 0.00 0.00 0.00 0.00 0.00 0.00 Farm & Country 0.00 0.00 0.00 0.00 0.00 0.00 Venture Real Estate 0.00 0.00 0.00 0.00 0.00 0.00 Tig Interiors 0.00 0.00 0.00 0.00 (9,115.40) 0.00 Linden Creek 0.00 0.00 0.00 0.00 (2,565.39) (1,145.62) UV Automotive 0.00 0.00 1,404,251.96 0.00 (1,366,033.12) 17,300.71 Chipawa Logistics 0.00 0.00 0.00 0.00 0.00 0.00 Shelby 0.00 0.00 0.00 0.00 0.00 0.00 Venture Sales 0.00 0.00 0.00 0.00 0.00 0.00 Windall Industries 0.00 0.00 0.00 0.00 0.00 0.00 Winget, Larry 0.00 0.00 0.00 0.00 0.00 0.00 Wyndgate 0.00 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (6,055,025.24) 2,955,211.78 0.00 (2,062,848.41) (23,145.45) -------------------------------------------------------------------------------------------
Industries cons 25 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES/HARPER INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S ------- ------- ----------- --------- ---------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) ------- ------- ----------- --------- ---------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale 5,425.16 Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck 28,955.63 (1,320.62) (9,756.20) (1,275.00) Venture Industries - Harper Venture Industries - Masonic 364.22 Venture Industries - Malyn 8,789.99 (314.95) Venture Industries - Processing 11,379.43 (4,046.67) (14,600.96) Venture Industries - Admin Venture Grand Blanc 4,580.00 (6,812.34) Venture Grand Rapids Venture GR - Hopkinsville Venture Almont 1,327.20 (65,548.00) Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU -------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 60,821.63 (5,367.29) (96,717.50) (1,589.95) -------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) -------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 -------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 60,821.63 (5,367.29) (96,717.50) (1,589.95) -------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate -------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------
Harper 26 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES/WK INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S ------- ------- ----------- --------- ---------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) ------- ------- ----------- --------- ---------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck 80,464.56 (295.20) 6,168.37 Venture Industries - Harper 20.00 (20.00) (321.30) Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing (1,979.73) (281.43) Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont 536.25 Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU -------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 81,020.81 (20.00) (2,596.23) 5,886.94 -------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) -------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 -------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 81,020.81 (20.00) (2,596.23) 5,886.94 -------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate -------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------
27 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES/GROESBECK INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S ------- ------- ----------- --------- ---------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) ------- ------- ----------- --------- ---------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale 585.00 (13,344.14) (3,211.25) Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck (19,507.78) 19,507.78 Venture Industries - Harper 11,163.44 (132.24) (26,328.97) (3,841.29) Venture Industries - Masonic (5,873.17) (32,076.42) (48,849.13) Venture Industries - Malyn (229.95) Venture Industries - Processing 1,116.59 (530.92) (34,528.61) (77.96) Venture Industries - Admin Venture Grand Blanc 3,876.48 Venture Grand Rapids Venture GR - Hopkinsville Venture Almont 255.75 Venture Mold & Engineering Venture Canada 3,041.28 Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU -------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 (8,383.69) (663.16) (83,959.03) (55,979.63) -------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) -------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 -------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 (8,383.69) (663.16) (83,959.03) (55,979.63) -------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate -------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------
Groesbeck 28 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES/MALYN INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S ------- ------- ----------- --------- ----------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) ------- ------- ----------- --------- ----------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale (6,579.49) Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck 229.95 Venture Industries - Harper 314.95 (5,148.00) (3,641.99) Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing (72.79) (8,693.95) (912.79) Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont (174,375.00) 5,251.28 Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 (6,107.38) 0.00 (188,216.95) 696.50 --------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 (6,107.38) 0.00 (188,216.95) 696.50 --------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------
Malyn 29 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES/MASONIC INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S ------- ------- ----------- --------- ----------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) ------- ------- ----------- --------- ----------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck 34,528.61 (585.67) Venture Industries - Harper 15,174.90 (573.94) (7,332.76) Venture Industries - Masonic 2,261.16 Venture Industries - Malyn 9,606.74 72.79 Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 61,571.41 (573.94) 0.00 (7,845.64) --------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 61,571.41 (573.94) 0.00 (7,845.64) --------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------
Processing 30 of '46 VENTURE HOLDINGS COMPANY LLC INDUSTRIES/ADMINISTRATION INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate (72,181,862.20) Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management (172,615,140.46) Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc 102,348.41 Venture Grand Rapids (357,149,692.28) Venture GR - Hopkinsville 774.40 Venture Almont (16,996,270.77) Venture Mold & Engineering (167,306,074.61) Venture Canada (15,154,880.32) Vemco Leasing Venture Leasing 329,000.00 (329,000.00) Venture Europe Venture Holdings Venture Service 926,329,438.28 Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 926,761,561.09 (801,732,920.64) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- 125,028,640.45 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL TRUST BALANCES 926,761,561.09 (801,732,920.64) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) (3,678,605.35) 1,348,368.36 25,643.00 (2,406.00) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties (1,675,830.00) M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries 202,591.46 (678,377.50) (36,894.54) Venture Africa Venture Acquistions (591,589.90) (32,400.00) Realven (108,999.99) Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors (9,115.40) Linden Creek (2,565.39) (1,145.62) UV Automotive 1,404,251.96 (1,366,033.12) 17,300.71 Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 (6,055,025.24) 2,955,211.78 0.00 (2,062,848.41) (23,145.45) ---------------------------------------------------------------------------------------
administration 31 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE EUROPE INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing (296,921,850.12) Venture Europe Venture Holdings 27,021,349.57 Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 27,021,349.57 (296,921,850.12) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 27,021,349.57 (296,921,850.12) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales
Venture Europe 32 of '46 Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Venture Europe 33 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE EU INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing (49,839.57) Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 (49,839.57) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 (49,839.57) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales
Venture EU 34 of '46 Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Venture EU 35 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE GERMANY INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby
Venture Germany 36 of '46 Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Venture Germany 37 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE VERWALTUNGS INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby
Venture V. 38 of '46 Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Venture V. 39 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE BETEILLGUNGS INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby
Venture B. 40 of '46 Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Venture B. 41 of '46 VENTURE HOLDINGS COMPANY LLC PEGUFORM GMBH INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing Venture Europe Venture Holdings Venture Service Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Peguform 42 of '46 VENTURE HOLDINGS COMPANY LLC VENTURE HOLDINGS INTER COMPANY BALANCES / RELATED PARTY BALANCES AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED A/R A/P REC. REC'S TRADE LIAB'S -------------- --------------- ------------ --------- ------------- ---------- DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) -------------- --------------- ------------ --------- ------------- ---------- INTERCO COMPANY BALANCES Bailey - Corporate Bailey - Conneaut Bailey - Hartford City Bailey - Hillsdale Bailey - Lancaster Bailey - Portland Bailey - Seabrook Bailey - SMC Compound Bailey - Madison Experience Management Venture Industries - Groesbeck Venture Industries - Harper Venture Industries - Masonic Venture Industries - Malyn Venture Industries - Processing Venture Industries - Admin Venture Grand Blanc Venture Grand Rapids Venture GR - Hopkinsville Venture Almont Venture Mold & Engineering Venture Canada Vemco Leasing Venture Leasing 344,200.00 Venture Europe (27,021,350.03) Venture Holdings Venture Service 723,531,286.84 Venture Europe Venture EU --------------------------------------------------------------------------------------- US INTERCO COMPANY BALANCES 723,875,486.84 (27,021,350.03) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- 696,854,136.81 --------------------------------------------------------------------------------------- Venture Europe (to/from Int'l) Venture Germany Venture Verwaltungs Venture Beteillgungs Peguform GmbH Peguform Iberica Venture Service (to/from Int'l) --------------------------------------------------------------------------------------- TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- TOTAL TRUST BALANCES 723,875,486.84 (27,021,350.03) 0.00 0.00 0.00 0.00 --------------------------------------------------------------------------------------- RELATED PARTY BALANCES Deluxe Pattern (AEC) Sitco Ltd. Acropolis Atlantic Automotive Harper Properties M & M Services, Inc. Metro Tool & Die Millard Design Nova Industries Venture Africa Venture Acquistions Realven Venture Global Gifu VAC Venco Mgmnt Venture Australia / Asian Pacific Venture Foreign Sales Venture Heavy Machine Farm & Country Venture Real Estate Tig Interiors Linden Creek UV Automotive Chipawa Logistics Shelby Venture Sales Windall Industries Winget, Larry Wyndgate --------------------------------------------------------------------------------------- RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00 ---------------------------------------------------------------------------------------
Venture Hldgs 43 of '46 EXHIBIT E FIRST DAY MOTIONS
DATE MOTION FILED DEBTORS MOTION FOR ORDER (I) AUTHORIZING CONTINUED USE OF EXISTING (A) BANK 3/28/03 ACCOUNTS, (B) BUSINESS FORMS AND CHECKS, AND (C) CASH MANAGEMENT SYSTEM, (II) AUTHORIZING THE CONTINUATION OF INTER COMPANY TRANSACTIONS AMONG DEBTOR AND NON-DEBTOR AFFILIATES, AND (III) WAIVING THE INVESTMENT AND DEPOSIT REQUIREMENTS OF SECTION 345(b) WITH EXHIBIT A AND EXHIBIT B DEBTORS' MOTION FOR AN ORDER PURSUANT TO BANKRUPTCY RULE 1007 WAIVING CERTAIN 3/28/03 U.S. TRUSTEE OPERATING GUIDELINES AND EXTENDING THE TIME TO FILE SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS MOTION FOR ENTRY OF STIPULATION AND INTERIM ORDER (I) AUTHORIZING CASH 3/28/03 COLLATERAL OF THE PRE PETITION AGENT, FOR AND ON BEHALF OF THE PRE PETITION LENDERS PURSUANT TO 11 U.S.C. Sections 363 AND GRANT OT ADEQUATE PROTECTION PURSUANT TO 11 U.S.C. Sections 363 AND 364 AND (II) SCHEDULING A FINAL HEARING PURSUANT TO BANKRUPTCY RULE 4001(b) AND CONSENT ORDER (321799) WITH EXHIBIT A MOTION FOR ENTRY OF ORDER AUTHORIZING DEBTORS IN POSSESSION TO ENTER INTO 3/28/03 POST-PETITION FINANCING AGREEMENT AND OBTAIN POST-PETITION FINANCING PURSUANT TO Sections 363 AND Sections 364 OF THE BANKRUPTCY CODE AND PROVIDING ADEQUATE PROTECTION AND GRANTING LIENS, SECURITY INTERESTS AND SUPER PRIORITY CLAIMS AND AUTHORIZING DEBTORS TO ENTER INTO ACCESS AND ACCOMMODATION AGREEMENTS. WITH EXHIBIT A DEBTORS' MOTION FOR AN ORDER UNDER 11 U.S.C. Sections 105, 503(b), 507(a), AND 3/28/03 366 (I) PROHIBITING UTILITIES FROM ALTERING, REFUSING OR DISCONTINUING SERVICES ON ACCOUNT OF PRE PETITION CLAIMS; (II) DEEMING UTILITIES ADEQUATELY ASSURED OF FUTURE PERFORMANCE; AND (III) ESTABLISHING PROCEDURES FOR DETERMINING REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE WITH EXHIBIT A EMERGENCY INTERIM ORDER AUTHORIZING DEBTORS IN POSSESSION TO ENTER INTO 3/31/03 POST-PETITION FINANCING AGREEMENT AND OBTAIN POST-PETITION FINANCING PURSUANT TO SECTION 363 AND 364 OF THE BANKRUPTCY CODE AND PROVIDING ADEQUATE PROTECTION AND GRANTING LIENS, SECURITY INTERESTS AND SUPERPRIORITY CLAIMS AND USE OF CASH COLLATERAL AND AUTHORIZING DEBTORS TO ENTER INTO ACCESS AND ACCOMMODATION AGREEMENT. WITH EXHIBIT A EMERGENCY INTERIM CASH COLLATERAL ORDER 3/31/03 ORDER GRANTING MOTION OF DEBTORS FOR AN ORDER PURSUANT TO SECTIONS 363(B) AND 3/31/03 105(A) OF THE BANKRUPTCY CODE
AUTHORIZING ACCELERATED PAYMENT OF PREPETITION WAGES, SALARIES, PAYROLL TAXES AND OTHER COMPENSATION, EMPLOYEE BENEFITS AND REIMBURSABLE EMPLOYEE EXPENSES AND CERTAIN OTHER RELIEF INTERIM ORDER AUTHORIZING DEBTORS IN POSSESSION TO ENTER INTO POST-PETITION 4/4/03 FINANCING AGREEMENT AND OBTAIN POST-PETITION FINANCING PURSUANT TO SECTION 363 AND 364 OF THE BANKRUPTCY CODE AND PROVIDING ADEQUATE PROTECTION AND GRANTING LIENS, SECURITY INTERESTS AND SUPERPRIORITY CLAIMS AND USE OF CASH COLLATERAL AND AUTHORIZING DEBTORS TO ENTER INTO ACCESS AND ACCOMMODATION AGREEMENTS ORDER GRANTING MOTION OF DEBTORS FOR AN ORDER PURSUANT TO SECTIONS 363(B) AND 4/4/03 105(A) OF THE BANKRUPTCY CODE AUTHORIZING ACCELERATED PAYMENT OF PREPETITION WAGES, SALARIES, PAYROLL TAXES AND OTHER COMPENSATION, EMPLOYEE BENEFITS AND REIMBURSABLE EMPLOYEE EXPENSES AND CERTAIN OTHER RELIEF ORDER GRANTING DEBTORS' MOTION FOR ORDER(I) AUTHORIZING CONTINUED USE OF 4/4/03 EXISTING (A) BANK ACCOUNTS, (B) BUSINESS FORMS AND CHECKS, AND (C) CASH MANAGEMENT SYSTEM, (II) AUTHORIZING THE CONTINUATION OF INTERCOMPANY TRANSACTIONS AMONG DEBTORS AND NON-DEBTOR AFFILIATES, AND (III) WAIVING THE INVESTMENT AND DEPOSIT REQUIREMENTS OF SECTION 345(B) INTERIM CASH COLLATERAL ORDER 4/4/03 MOTION FOR AN ORDER UNDER 11 U.S.C. Sections 105(A), 365(A) AND 365(B) 4/7/03 AUTHORIZING CURE AND ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS RELATED TO DEBTORS' BENEFITS PROGRAMS WITH EXHIBIT A ORDER GRANTING DEBTORS MOTION FOR AN ORDER PURSUANT TO BANKRUPTCY RULE 1007 4/09/03 WAIVING CERTAIN U.S. TRUSTEE OPERATION GUIDELINES AND EXTENDING THE TIME TO FILE SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS ORDER UNDER 11 U.S.C. Sections 105, 362, 365, 503(b), 507(a) and 366(I) 4/11/03 PROHIBITING UTILITIES FROM ALTERING, REFUSING OR DISCONTINUING SERVICES OF ACCOUNT OF PRE PETITION CLAIMS; (II) DEEMING UTILITIES ADEQUATELY ASSURED OF FUTURE PERFORMANCE; AND (III)ESTABLISHING PROCEDURES FOR DETERMINING REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE WITH AFFIDAVIT OF TRUMBULL ASSOCIATES FOR SERVICE OF ORDER. MOTION OF THE DEBTORS FOR AN ADMINISTRATIVE ORDER ESTABLISHING PROCEDURES FOR 4/15/03 INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS WITH EXHIBIT A. STIPULATED ORDER AUTHORIZING CONTINUED USE OF CASH MANAGEMENT SYSTEM, INCLUDING 4/16/03 BANK ACCOUNTS, BUSINESS FORMS AND CHECKS AND AUTHORIZING THE CONTINUATION OF
INTERCOMPANY TRANSACTIONS PURSUANT TO CERTAIN AGREED UPON CONDITIONS DEBTORS' MOTION FOR AN ORDER AUTHORIZING LIMITED NOTICE PROCEDURES WITH RESPECT 4/22/03 TO ALL PROCEEDINGS WITH EXHIBIT A DEBTORS' MOTION FOR AN ORDER UNDER 11 U.S.C. Sections 105(A), 362, 503(B) AND 546 4/25/03 ESTABLISHING PROCEDURES WITH RESPECT TO RECLAMATION CLAIMS AND PROHIBITING THIRD PARTIES FROM RECLAIMING GOODS OR INTERFERING WITH THE DELIVERY OF GOODS TO THE DEBTORS WITH EXHIBIT A.
EXHIBIT F VENTURE HOLDINGS COMPANY LLC ESTIMATED PROCEEDS UNDER CHAPTER 7 LIQUIDATION (ACTUAL US$) VENTURE HOLDINGS COMPANY, LLC LIQUIDATION ANALYSIS
BOOK VALUE AS OF MARCH 31, 2004 ESTIMATED (NOTE 1) ESTIMATED BASELINE LIQUIDATION VALUE ASSETS NOTE (UN-AUDITED) RECOVERY % (UN-AUDITED) ------ ---- ---------------------- ------------------ ----------------- Cash & Cash Equivalents 2 $ (0) 100% (0) Accounts Receivable Trade 3 $ 21,593,796 75% 16,195,347 Tooling 4 $ 12,375,161 75% 9,281,371 Related Party 5 $ 104,807,179 5% 5,240,359 InterCompany 6 $ 24,812,007 3% 750,000 Inventory 7 Production Raw Material $ 10,894,120 59% 6,442,039 Work-in-Process $ 1,860,467 5% 93,023 Finished Goods $ 8,172,324 75% 6,129,243 Tooling Raw Material $ - 10% - Work-in-Process $ 20,818,237 10% 2,081,824 Unbilled Revenue & Finished Goods $ 10,033,370 50% 5,016,685 Prepaid & Other Current Assets 8 $ 28,677,115 0% - Property Plant & Equipment - Net 9 Land, Building, & Improvements $ 34,948,949 56% 19,466,488 Machinery and Equipment $ 83,984,137 10% 8,398,414 Tooling/Molds $ 2,481,983 0% - Office and Trans Equipment $ 1,711,028 10% 171,103 CIP $ 22,354,702 0% - Capital Leases $ 1,442,396 0% - Other Assets 10 $ 75,118,205 0% - Equity Interest in Subs. 11 - ----------- ---------- PROCEEDS AVAILABLE TO CREDITORS 466,085,174 79,265,894 =========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE LIQUIDATION ANALYSIS. EXHIBIT F (CONTINUED) VENTURE HOLDINGS COMPANY LLC ESTIMATED PROCEEDS UNDER CHAPTER 7 LIQUIDATION (ACTUAL US$) VENTURE HOLDINGS COMPANY, LLC LIQUIDATION ANALYSIS
ESTIMATED ESTIMATED ESTIMATED DOLLAR PERCENT NOTE ALLOWABLE CLAIM RECOVERY RECOVERY ---- --------------- --------------- --------- COSTS ASSOCIATED WITH LIQUIDATION Trustee Fees 12 2,377,977 2,377,977 100% Professional Fees and Winddown Costs 13 5,548,613 5,548,613 100% --------------- --------------- TOTAL CHAPTER 7 LIQUIDATION EXPENSES 7,926,589 7,926,589 100% --------------- --------------- REMAINING PROCEEDS AFTER LIQUIDATION EXPENSES 71,339,305 =============== SUPERPRIORITY ADMINISTRATIVE CLAIMS DIP Loan 14 $ 45,010,000 45,010,000 100% Professional Fees Carve-Out $ 3,500,000 3,500,000 100% --------------- --------------- REMAINING AFTER SUPERPRIORITY ADMINISTRATIVE CLAIMS $ 48,510,000 22,829,305 --------------- --------------- BANK PRE-PETITION PRIORITY CLAIMS LIFO Layer 15 $ 6,000,000 6,000,000 100% --------------- REMAINING AFTER LIFO LAYER $ 16,829,305 --------------- BANK PRE-PETITION CLAIMS 16 Revolver $ 163,950,000 6,584,694 4.02% Term A $ 24,514,000 984,551 4.02% Term B $ 180,813,000 7,261,959 4.02% Term C $ 49,750,000 1,998,100 4.02% Capital Leases $ - - 4.02% --------------- --------------- TOTAL SECURED DEBT $ 419,027,000 $ 16,829,305 --------------- --------------- DIVIDEND PERCENTAGE TO SECURED CLAIMS 4.02% REMAINING PROCEEDS AFTER SECURED DEBT - =============== CHAPTER 11 ADMINISTRATIVE CLAIMS 17 Accrued Senior Debt Interest $ 12,059,305 - 0% Accrued Professional Fees $ 9,376,538 - 0% --------------- --------------- REMAINING AFTER ADMINISTRATIVE CLAIMS $ 21,435,843 - --------------- --------------- DIVIDEND PERCENTAGE TO ADMINISTRATIVE CLAIMS 0.00% PRIORITY CLAIMS 18 Accrued Wages & Employee Benefits $ 8,201,295 - 0% Post-Petition Trade Debt $ 11,661,291 - 0% Taxes $ 17,571,837 - 0% --------------- --------------- TOTAL PRIORITY CLAIMS $ 37,434,423 $ - --------------- --------------- DIVIDEND PERCENTAGE TO PRIORITY CLAIMS 0.00% REMAINING PROCEEDS AFTER PRIORITY CLAIMS - =============== UNSECURED CLAIMS 19 9.5% notes $ 205,000,000 - 0% 11% Notes $ 125,000,000 - 0% 12% Notes $ 125,000,000 - 0% Accrued Noteholder Interest $ 38,425,676 - 0%
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE LIQUIDATION ANALYSIS. FOOTNOTES TO LIQUIDATION ANALYSIS A summary of the assumptions used by the Debtors' management and CM&D in preparing the Liquidation Analysis is set forth below. XIV. NOTE 1: BOOK VALUE Unless otherwise noted, the book values used in this Liquidation Analysis are the unaudited book balances as of March 31, 2004, and are assumed to be representative of the Debtors' assets and liabilities as of the date of a potential liquidation. XV. NOTE 2: CASH AND CASH EQUIVALENTS Cash consists of all cash in banks or operating accounts and liquid investments with maturities of three months or less. Cash is assumed to be fully recoverable. XVI. NOTE 3: ACCOUNTS RECEIVABLE - TRADE Trade accounts receivable are comprised of third party receivables related to the company's primary business. The trade receivables have been discounted by 25% based on normal collection risk and the possibility that the customers of the company could incur significant costs to resource all of the current business. Generally, purchase orders allow the customers to offset current receivables for special and consequential damages related to resourcing and supply interruption as well as claims in the normal course of business such as warranty claims or quality claims. Certain customers have waived the right to offset current receivables for special and consequential damages related to resourcing and supply interruption. XVII. XVIII. NOTE 4: ACCOUNTS RECEIVABLE - TOOLING Tooling receivables are comprised of the trade receivables for Venture Mold and Engineering and Almont, which use the completed contract method of accounting. All tooling receivables have received final PPAP approval from the customer and therefore, are assumed collectable. Due to normal collection risk, customer approval on engineering changes, and potential mold maker liens the amount was discounted 25%. XIX. NOTE 5: ACCOUNTS RECEIVABLE - RELATED PARTY Substantially all of the Related Party receivables are comprised of amounts due from Deluxe Pattern Corporation ("Deluxe") and Venture Sales and Engineering ("VS&E"). Both entities are wholly owned by Larry Winget. Based on the short-term cash forecasts for Deluxe and VS&E these amounts are deemed to have no value in liquidation. A portion of the receivable due from Deluxe is the result of design and engineering work performed by Deluxe. These costs are typically recovered via a portion of the piece price of all parts sold using the design. Because it is anticipated that Deluxe will not be able to repay the related party balances owed to the Debtors, the Debtors would receive an assignment of these design and engineering claims. A discount rate of 95% was used. XX. NOTE 6: ACCOUNTS RECEIVABLE - INTER-COMPANY The proceeds from the liquidation of inter-company receivables were calculated by performing liquidation analyses on the European entities controlled by the Debtors, including the re-acquired France operations. As such entities are not subject to the jurisdiction of the United States Bankruptcy Court, all local creditors of each legal entity would have to be paid prior to proceeds being remitted back to the Debtors. The amounts presented represent excess proceeds that would be available to the Debtors, up to the amount of the Debtors' receivable. Due to a significant reduction in revenue in the U. K. operations, management expects to cease operations in the U. K. on June 30, 2004. Management estimates that proceeds from the orderly liquidation of assets, following required payments, including those for payroll and trade creditors, will provide approximately $750,000 to the Debtors. The French operations require funding of approximately $5.0 million for capital equipment requirements. These funds have not been committed and sources of the funds have not been identified. If funding is not obtained for the capital requirements, there is a risk of interrupting production. Therefore, the value available to creditors is assumed to be zero. In a liquidation, it is expected that the operations in the Czech Republic would be sold as a going concern. As part of the transfer of the Czech Republic from Venture Beteillgungs GmbH to Venture EU Corporation and Venture Peguform S.r.o., there is an obligation of approximately $51.3 million, including accrued interest to Venture Beteiilgungs GmbH, which is controlled by the Administrator. After taking into account this obligation and those owed to local creditors, the Debtors would not expect to receive any value from such a sale. XXI. NOTE 7: INVENTORY Production inventory consists primarily of material used in the production of automotive parts. Raw material was discounted by approximately 31% based on a weighted average of the percentages applied to each of the raw material components. Raw material is comprised of resin, regrind, compounds, components, paint and packaging. These components were discounted 50%, 100%, 25%, 25%, 75% and 25%, respectively. Inventory in the work-in-process stage was discounted 95% as substantial collection during a liquidation is extremely unlikely. Finished goods inventory was discounted by 25%. Certain customers have provided accommodations under which they are required to purchase useable and merchantable raw material and finished goods. These accommodations provide substantial value for the Debtors in a liquation. Due to the difficulty and cost to the customers in moving in process tools to an alternate supplier, tooling inventory was discounted by 90%, 90%, and 50%, respectively for raw material, work-in-process, and unbilled revenue & finished goods. XXII. NOTE 8: PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets are comprised of mostly prepaid rents and commissions to related parties. These amounts are offset by a corresponding accrued liability on the books, and are not considered collectable. XXIII. NOTE 9: PROPERTY PLANT AND EQUIPMENT Property, plant and equipment is comprised of the following assets and was discounted by the amounts listed in the table below:
Discount A. Asset Type Factor ------------- -------- Land, Building, & Improvements 44% Machinery and Equipment 90% Tooling/Molds 100% Office and Transportation Equipment 90% CIP 100% Capital Leases 100%
The discount factor for land, building and improvements was determined by reviewing appraisals that were performed in December 2003 on eight of the Debtors' facilities. The liquidation value of the appraisals was 56% of the Debtors' book value for land, buildings, and improvements associated with the specific properties. This percentage was applied to all of the Debtors' land, buildings and improvements. An appraisal for machinery and equipment was performed in December 2003. Based upon the results of that appraisal, machinery and equipment was discounted 90%. All other asset types were discounted based on age and condition, industry capacity, and the forced nature and short time frame of a liquidation. XXIV. NOTE 10: OTHER ASSETS Other assets are comprised mostly of deferred taxes, amounts due from related parties, and financing costs. Based on the nature of these assets they are assumed to have no value in liquidation. XXV. NOTE 11: EQUITY INTEREST Equity Interests in the Debtors' non-North American subsidiaries were calculated in the manner described in Note 6, and represent any amounts over and above the distributions for inter-company receivables. Therefore, the proceeds available in a Chapter 7 liquidation is assumed to be zero. Due to a lack of clarity and reported deteriorating performance, an estimate of value of the Peguform asset, currently under control of the Administrator, would be speculative at best. Therefore, the value available to Creditors from the Peguform asset is assumed to be zero. XXVI. NOTE 12: TRUSTEE FEES Fees for a Bankruptcy Trustee were estimated to be 3% of all funds available for distribution to parties in interest per the limits established under Section 326 of the Bankruptcy Code. XXVII. NOTE 13: PROFESSIONAL FEES AND WIND DOWN COSTS Chapter 7 professional fees and wind down costs were estimated to be 7% of all funds available for distribution to parties in interest. These fees include compensation of counsel and other professionals retained by a Bankruptcy Trustee, asset disposition expenses, applicable taxes, litigation costs, and claims arising from the operation of the Debtors during the dependency of the Chapter 7 case. XXVIII. NOTE 14: SUPER PRIORITY CLAIMS Super priority claims consist of the amounts outstanding under the Amended and Restated Post-Petition Credit Facility as of March 31, 2004 and the $3.5 million professional fee carve-out. XXIX. NOTE 15: BANK PRE-PETITION PRIORITY CLAIMS Bank pre-petition priority claims consists of the secured bank debt advanced under the revolving credit loans and swing loans following the Sixth Amendment to Credit Agreement dated June 27, 2002. This debt, totaling approximately $6.0 million and commonly referred to as the "LIFO Layer", is senior in right of payment of collateral proceeds relative to all other pre-petition bank claims. XXX. NOTE 16: PRE-PETITION BANK SECURED CLAIMS Pre-Petition Bank Secured Claims are the amount of outstanding principal and accrued interest under the Credit Agreement dated as of May 27, 1999, as was amended from time to time, less the Bank Pre-Petition Priority Claims discussed in Note 15. XXXI. NOTE 17: CHAPTER 11 ADMINISTRATIVE CLAIMS Chapter 11 administrative claims consists of post-petition accrued interest due to the holders of Bank Secured Claims for adequate protection and accrued post-petition professional fees. XXXII. NOTE 18: PRIORITY CLAIMS Under Section 507 of the Bankruptcy Code, claims for Accrued Salaries, Wages, and Benefits are limited to $4,650 per employee. With approximately 2,500 U.S. employees, the book balance of $8,201,295 is well under this cap. XXXIII. NOTE 19: UNSECURED CLAIMS The March 31, 2004 book value was used for all Unsecured Claims. As a result, contingent claims and disputed claims, such as those made by the Administrator, are not included. EXHIBIT G PROJECTED FINANCIAL STATEMENTS G-1 VENTURE HOLDINGS COMPANY MODEL VERSION 10.1 HIGH-LEVEL ASSUMPTIONS SUMMARY Income Statement - April CSM volume data was used to drive revenue assumptions. - New programs were run using the same margin assumptions as those which were defined in previous versions. It is assumed that the programs will run at the Grand Blanc facility. The additional programs included: - About $36.0 million in 2005 revenue, ramping up to $118.0 million by 2008. - EBITDA impact of $26.5 million in 2008. - Additional fixed costs of $5.8 million. - Capex requirements of $20.5 million. - Assumed Grand Blanc will run a portion of new business - Seabrook will stay open and will need new business of at least $50 million. - All cost savings initiatives and plant rationalization efficiencies from the previous model have been removed. - Vendor cost reductions have been removed. - Restructuring charges at exit are all expensed at that time and include the following: - Management & professional success fees - $7.7 million - BankOne fees - $2.1 million which is half a point on the restructured debt - Exit financing fees - $3.0 million - Assumed base interest rate increases by 100 basis points by 3rd quarter of 2005. - Grand Rapids is currently planned to be closed, which represents an opportunity in the model, as the model does not contain this assumption. - Per the exit term sheet, progress payments will be made by the customers on all new tooling business. This is a fairly substantial working capital opportunity, but is not modeled at this time. Balance Sheet - Accrued professional fees of approx. $17 million are paid in full at exit - OEM accounts receivable continue on 5-day terms through 2006, when they are assumed to go to 15-day terms. - Pre-petition trade creditors receive equity in the amount of their claim. It is assumed that upon exit, trade grants 15-day terms, building to 30-day terms by the second quarter of `05. Depending on the vendors' appetite for granting such terms, this could be either a risk or an opportunity to the company. - A refinance of the DIP is expected for June 1st, with an exit from Bankruptcy June 30th. - The capital structure at exit is as follows: - Senior term loan - $200 million - Junior term loan - $50 million - Exit term loan - $80 million - Priority Note - $10 million - Exit revolver - $30 million - Preferred Stock - $175 million with a 15% annual PIK feature - Priority note of $10.125 million covers $8 million of accrued pre-petition interest and $2.125 million in exit fees on pre-petition debt, and is paid off in June of 2005. - Cash interest on Senior Term, Junior Term, and Priority Note are accrued through the first quarter of '05, and paid in June of '05. - $8.3 million of $16.3 million accrued interest on pre-petitio n senior debt paid at exit. VENTURE HOLDINGS COMPANY PROJECTION MODEL SUMMARY SHEET Restructured INCOME STATEMENT
Q1 Q2 Q3 Q4 2003 Q1 Q2 Q3 Q4 2004 2005 -- -- -- -- ---- -- -- -- -- ---- ---- Revenue 148,772 140,459 108,208 112,471 509,910 120,236 111,865 125,136 146,975 504,212 543,988 Variable Costs 116,563 109,487 90,419 86,514 402,983 97,670 83,344 98,363 108,941 388,318 412,771 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Contribution Margin 32,209 30,972 17,789 25,957 106,926 22,566 28,521 26,773 38,033 115,894 131,217 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- 21.6% 22.1% 16.4% 23.1% 21.0% 18.8% 25.5% 21.4% 25.9% 23.0% 24.1% Fixed Costs 11,259 10,701 10,031 7,829 39,820 9,865 10,516 10,752 10,707 41,841 39,038 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Gross Profit 20,950 20,270 7,758 18,128 67,106 12,701 18,006 16,021 27,326 74,053 92,179 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Other Expenses 6,044 4,939 6,742 9,092 26,817 7,482 5,200 6,711 6,906 26,299 21,699 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- EBITDA 14,906 15,331 1,016 9,036 40,289 5,219 12,805 9,310 20,420 47,754 70,480 ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= 10.0% 10.9% 0.9% 8.0% 7.9% 4.3% 11.4% 7.4% 13.9% 9.5% 13.0% 2006 2007 2008 ---- ---- ---- Revenue 500,499 512,158 473,276 Variable Costs 385,174 396,484 367,654 ------- ------- ------- Contribution Margin 115,325 115,674 105,622 ------- ------- ------- 23.0% 22.6% 22.3% Fixed Costs 40,557 41,811 40,853 ------- ------- ------- Gross Profit 74,768 73,863 64,769 ------- ------- ------- Other Expenses 23,061 24,703 26,067 ------- ------- ------- EBITDA 51,707 49,161 38,702 ======= ======= ======= 10.3% 9.6% 8.2%
BORROWING BASE AVAILABILITY
Borrowing Revolver Excess Cash Base Balance Availablility Balance ---- ------- ------------- ------- Month End JAN-03 48,989 - 42,289 (0) .. FEB-03 55,000 - 48,300 1,846 .. MAR-03 55,000 - 48,300 (1) .. APR-03 55,000 - 47,925 (6) .. MAY-03 55,000 - 47,550 (3) .. JUN-03 55,000 - 46,800 (0) .. JUL-03 55,000 - 51,800 (0) .. AUG-03 55,000 - 51,425 (2) .. SEP-03 55,000 - 50,675 (1) .. OCT-03 55,000 30,193 20,482 (2) .. NOV-03 55,000 30,635 19,665 (2) .. DEC-03 55,000 28,062 25,238 739 .. JAN-04 55,000 39,096 13,337 0 .. FEB-04 55,000 42,543 9,724 0 .. MAR-04 55,000 45,010 7,090 (1) .. APR-04 55,000 39,682 12,251 (0) .. MAY-04 55,000 42,649 9,117 - .. JUN-04 75,000 3,662 67,938 0 .. JUL-04 30,000 14,596 11,838 - .. AUG-04 30,000 17,023 9,244 - .. SEP-04 30,000 13,681 12,419 - .. OCT-04 30,000 13,251 12,683 - .. NOV-04 30,000 11,854 13,912 - .. DEC-04 30,000 11,169 16,431 - Qtr End MAR-05 30,000 5,962 21,138 (0) .. JUN-05 30,000 8,928 17,672 (0) .. SEP-05 30,000 14,426 11,674 (0) .. DEC-05 30,000 - 27,600 9,962 .. MAR-06 30,000 - 27,600 22,465 .. JUN-06 30,000 - 27,600 10,614 .. SEP-06 30,000 - 27,600 8,523 .. DEC-06 30,000 - 27,600 15,416 Year End DEC-07 30,000 - 27,600 7,243 .. DEC-08 30,000 - 27,600 8,361
3 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY ACCOUNTS PAYABLE CASH FLOW ANALYSIS (IN $000'S)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Days Payable Assumption - 15 15 15 15 15 15 15 15 15 15 15 Revolver Balance 39,096 42,543 45,010 39,682 42,649 3,662 14,596 17,023 13,681 13,251 11,854 11,169 Excess Availability/(Shortfall) 13,337 9,724 7,090 12,251 9,117 67,938 11,838 9,244 12,419 12,683 13,912 16,431 Cash Balance 0 0 (1) (0) - 0 - - - - - - MAR-05 JUN-05 SEP-05 DEC-05 MAR-06 JUN-06 SEP-06 DEC-06 12/31/2007 12/31/2008 ------ ------ ------ ------ ------ ------ ------ ------ ---------- ---------- Days Payable Assumption 15 30 30 30 30 30 30 30 30 30 Revolver Balance 5,962 8,928 14,426 - - - - - - - Excess Availability/(Shortfall) 21,138 17,672 11,674 27,600 27,600 27,600 27,600 27,600 27,600 27,600 Cash Balance (0) (0) (0) 9,962 22,465 10,614 8,523 15,416 7,243 8,361
VENTURE HOLDINGS COMPANY CAPITAL STRUCTURE SUMMARY ($000'S)
Pre-Exit Post-Exit -------- --------- Senior Secured Debt: Term A 24,514 Term B 180,813 Term C 49,750 Revolver 169,923 Senior Term 200,000 Junior Term 50,000 Preferred Stock 175,000 --------- --------- 425,000 425,000 --------- --------- Bond Debt: 9.5% Notes 205,000 11% Notes 125,000 12% Notes 125,000 Accrued Interest 38,426 Common Stock 493,426 --------- --------- 493,426 493,426 --------- --------- DIP / Exit Financing: DIP/Admin Claims (See Rest. Summary) 93,787 Priority Note 10,125 Revolver Balance 3,662 Exit Term Loan 80,000 --------- --------- Total Debt 1,012,213 343,787 --------- --------- Additional Equity 668,426 --------- --------- 1,012,213 1,012,213 ========= ========= Memo: Revolver Commitment 55,000 30,000
VENTURE HOLDINGS COMPANY RESTRUCTURING SUMMARY ($000'S)
DIP Exit 30-Jun 1-Jul ------ ----- DIP/Exit Balance: Revolver / (Cash) Balance - June 1 42,649 June Uses 5,527 --------- ------ Revolver / (Cash) Balance - Pre Exit 48,176 - --------- ------ Uses at Close: Exit Fees: Management & Professional Success Fees 7,650 BankOne Fees 2,125 Exit Financing Charges 3,000 Payment of Accrued Senior Debt Interest 16,247 Accrued Professional Fees & Other 16,589 Priority Note 10,125 Revolver Balance 3,662 Term Loan 80,000 --------- ------ Net Cash 45,611 93,787 --------- ------ 93,787 93,787 ========= ====== Note: Revolver Availability 55,000 30,000
VENTURE HOLDINGS COMPANY PROJECTION MODEL SUMMARY SHEET INCOME STATEMENT SUMMARY ($000'S)
2003 2004 2005 2006 2007 2008 ---- ---- ---- ---- ---- ---- Revenue 509,910 504,212 543,988 500,499 512,158 473,276 Variable Costs 402,983 388,318 412,771 385,174 396,484 367,654 -------- ------- ------- ------- ------- ------- Contribution Margin 106,926 115,894 131,217 115,325 115,674 105,622 -------- ------- ------- ------- ------- ------- Fixed Costs 39,820 41,841 39,038 40,557 41,811 40,853 -------- ------- ------- ------- ------- ------- Gross Profit 67,106 74,053 92,179 74,768 73,863 64,769 -------- ------- ------- ------- ------- ------- Other Expenses 208,885 129,232 97,510 95,893 92,986 93,513 Tax 475 11 - - - - -------- ------- ------- ------- ------- ------- Net Income (142,254) (55,190) (5,331) (21,125) (19,123) (28,744) -------- ------- ------- ------- ------- ------- Add: Interest 45,493 42,529 45,780 44,836 41,996 42,295 Taxes 2,565 1,990 2,217 2,283 2,352 2,422 D & A 38,237 35,621 33,887 32,882 31,579 30,605 Restructuring 28,588 27,186 150 150 150 150 Other 67,660 (4,381) (6,223) (7,319) (7,793) (8,027) -------- ------- ------- ------- ------- ------- EBITDA 40,289 47,754 70,480 51,707 49,161 38,702 ======== ======= ======= ======= ======= ======= - - - - - -
VENTURE HOLDINGS COMPANY CASH FLOW SUMMARY ($000'S)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Revolver (Cash) Balance - Beginning 27,323 39,096 42,543 45,011 39,682 42,649 3,662 14,596 17,023 13,681 Net Income (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 (1,146) Depreciation & Amortization 2,819 2,803 2,962 3,045 3,054 3,064 3,023 2,967 2,968 2,971 Working Capital: Accounts Receivable (7,248) (3,180) (2,896) 7,562 (10,062) (542) 5,216 (4,456) (2,859) 2,108 Inventory (3,066) (2,763) 3,681 (3,772) 7,549 (309) (11,248) (1,169) (2,450) (7,463) Accounts Payable 165 3,592 (2,288) 4,986 17 (69,297) 617 384 1,437 1,034 Other 6,621 2,877 2,538 4,201 4,566 (33,051) 2,840 1,729 2,578 2,928 ------- ------ ------ ------ ------- -------- ------- ------ ------ ------ Total Working Capital (3,528) 526 1,035 12,976 2,070 (103,199) (2,575) (3,512) (1,293) (1,394) ------- ------ ------ ------ ------- -------- ------- ------ ------ ------ Capex (1,539) (2,734) (2,439) (4,848) (4,378) (3,332) (500) - (50) - Financing Activities 37 - 80 - - 158,634 - - - - Other Cash Adjustments (82) (21) 7 - - - - - - - ------- ------ ------ ------ ------- -------- ------- ------ ------ ------ Net Cash Flow (11,773) (3,447) (2,468) 5,328 (2,967) 38,988 (10,934) (2,427) 3,342 431 ------- ------ ------ ------ ------- -------- ------- ------ ------ ------ Revolver (Cash) Balance - Ending 39,096 42,543 45,011 39,682 42,649 3,662 14,596 17,023 13,681 13,251 ======= ====== ====== ====== ======= ======== ======= ====== ====== ====== (0) (0) 0 (0) - - (0) 0 - (0) NOV-04 DEC-04 12/31/2004 ------ ------ ---------- Revolver (Cash) Balance - Beginning 13,251 11,854 27,323 Net Income (1,596) 1,951 (55,190) Depreciation & Amortization 2,971 2,972 35,618 Working Capital: Accounts Receivable 438 (4,555) (20,475) Inventory (4,083) 2,184 (22,907) Accounts Payable 201 (858) (60,011) Other 3,466 1,541 2,833 ------ ------ -------- Total Working Capital 22 (1,688) (100,560) ------ ------ -------- Capex - (2,550) (22,369) Financing Activities - - 158,751 Other Cash Adjustments - - (96) ------ ------ -------- Net Cash Flow 1,396 685 16,153 ------ ------ -------- Revolver (Cash) Balance - Ending 11,854 11,169 11,169 ====== ====== ======== - - (0)
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ---------- ------ ------ ------ ------ Revolver (Cash) Balance - Beginning 11,169 5,962 8,928 14,426 11,169 (9,962) (22,465) (10,614) (8,523) Net Income 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) (5,702) Depreciation & Amortization 8,472 8,472 8,472 8,472 33,887 8,220 8,220 8,220 8,220 Working Capital: Accounts Receivable (6,230) 11,548 (4,484) 28,831 29,664 (6,067) 7,068 (9,542) 9,338 Inventory 1,304 (7,768) 1,883 (7,822) (12,404) 13,289 (5,075) 17,778 (6,555) Accounts Payable 658 14,604 (3,613) (1,281) 10,369 2,516 (507) (5,475) 1,781 Other 7,922 (15,029) 2,047 1,982 (3,078) 2,263 4,184 2,277 4,274 ------ ------- ------ ------ -------- ------- ------- ------- ------- Total Working Capital 3,654 3,355 (4,167) 21,709 24,550 12,002 5,670 5,038 8,837 ------ ------- ------ ------ -------- ------- ------- ------- ------- Capex (8,463) (4,463) (4,463) (4,463) (21,850) (4,463) (24,463) (4,463) (4,463) Financing Activities - (10,125) - - (10,125) - - - - Other Cash Adjustments - - - - - - - - - ------ ------- ------ ------ -------- ------- ------- ------- ------- Net Cash Flow 5,207 (2,965) (5,499) 24,388 21,131 12,503 (11,851) (2,091) 6,893 ------ ------- ------ ------ -------- ------- ------- ------- ------- Revolver (Cash) Balance - Ending 5,962 8,928 14,426 (9,962) (9,962) (22,465) (10,614) (8,523) (15,416) ====== ======= ====== ====== ======== ======= ======= ======= ======= (0) (0) (0) - - - - - - 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- Revolver (Cash) Balance - Beginning (9,962) (15,416) (7,243) Net Income (21,125) (19,123) (28,744) Depreciation & Amortization 32,882 31,579 30,605 Working Capital: Accounts Receivable 797 (18,416) 2,823 Inventory 19,437 (233) 2,486 Accounts Payable (1,685) 2,197 (2,298) Other 12,998 13,674 14,096 -------- ------- ------- Total Working Capital 31,547 (2,778) 17,106 -------- ------- ------- Capex (37,850) (17,850) (17,850) Financing Activities - - - Other Cash Adjustments - - - -------- ------- ------- Net Cash Flow 5,454 (8,173) 1,118 -------- ------- ------- Revolver (Cash) Balance - Ending (15,416) (7,243) (8,361) ======== ======= ======= - - -
VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 39,504 48,553 60,715 43,451 44,258 52,750 24,252 34,693 49,263 VARIABLE COST Material 16,010 19,188 25,994 18,623 17,859 22,129 11,209 14,527 21,997 Scrap 993 1,327 1,817 1,341 1,303 1,857 606 1,145 1,550 Labor 10,143 12,094 14,055 10,849 10,791 12,285 8,415 8,900 11,943 Burden 3,056 5,352 6,534 3,664 3,778 5,009 3,381 2,994 3,751 Adjustment for Restructuring - - - - - - - - - ------ ------ ------- ------ ------ ------ ------- ------ ------ Total Variable Cost 30,201 37,962 48,400 34,477 33,730 41,280 23,612 27,567 39,241 ------ ------ ------- ------ ------ ------ ------- ------ ------ CONTRIBUTION MARGIN 9,303 10,592 12,315 8,974 10,527 11,470 641 7,126 10,022 ------ ------ ------- ------ ------ ------ ------- ------ ------ 23.5% 21.8% 20.3% 20.7% 23.8% 21.7% 2.6% 20.5% 20.3% PLANT FIXED COST Third Party Rents & Leases 622 643 643 619 582 621 609 590 450 Related Party Rents & Leases 0 0 0 0 0 0 0 0 0 Launch Risk - - - - - - - - - Depreciation 2,956 2,926 3,231 2,984 2,908 2,811 2,770 2,661 2,682 Mi SBT - - - - - - - - - Taxes 201 296 324 314 183 265 290 279 284 Fees From Deluxe (195) (195) (195) (195) (195) (195) (195) (195) (195) Restructuring Adj. - Fixed - - - - - - - - - ------ ------ ------- ------ ------ ------ ------- ------ ------ Total Fixed Cost 3,585 3,671 4,003 3,722 3,478 3,501 3,474 3,335 3,221 ------ ------ ------- ------ ------ ------ ------- ------ ------ GROSS MARGIN 5,718 6,921 8,312 5,252 7,049 7,969 (2,834) 3,791 6,800 ------ ------ ------- ------ ------ ------ ------- ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - Related Party Rents & Leases - - - - - - - - - Mi SBT 139 (5) 449 129 139 138 359 139 139 Taxes - - - - - - - - - Payroll Related Expenses 1,662 1,705 2,554 1,941 2,505 2,219 1,816 1,410 2,098 Gainshare - - - - - - - - - Other Utilities and Telephone 238 268 351 188 275 271 200 167 213 Insurance 378 308 100 515 300 (36) 352 265 351 Normal Course Professional 514 420 1,038 248 336 687 699 507 757 Maintenance & Supplies 114 110 136 95 12 317 140 154 183 Travel & Entertainment 153 113 170 177 86 111 143 119 88 Depreciation 7 6 7 7 7 7 7 7 7 Other 40 167 162 148 43 (60) 289 201 562 ------ ------ ------- ------ ------ ------ ------- ------ ------ Total SG&A Fixed 3,245 3,092 4,967 3,448 3,703 3,654 4,005 2,969 4,398 ------ ------ ------- ------ ------ ------ ------- ------ ------ SG&A VARIABLE Commissions 1,092 1,376 1,715 147 355 169 141 7 8 Interest Expense 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475 Early Pay Program 635 893 884 723 692 908 561 568 641 Other Expense/(Income) (1,642) 369 6,892 1,958 (2,722) (974) 1,008 1,750 (2,311) Building Rents/Usage Fees 779 779 780 778 769 778 775 796 781 Litigation/Patent Legal Fees 75 962 970 266 477 373 585 602 470 Amortization of Financing Cost 412 447 550 451 438 559 458 454 548 Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925 ------ ------ ------- ------ ------ ------ ------- ------ ------ Total SG&A Variable 8,527 12,315 20,271 9,304 4,234 5,119 7,327 7,787 4,537 ------ ------ ------- ------ ------ ------ ------- ------ ------ INCOME BEFORE TAX (6,054) (8,486) (16,926) (7,500) (888) (804) (14,165) (6,964) (2,135) ------ ------ ------- ------ ------ ------ ------- ------ ------ Provision for Income Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935) ------ ------ ------- ------ ------ ------ ------- ------ ------ NET INCOME (4,156) (5,792) (17,884) (7,050) (621) 1,452 (13,640) (6,439) 800 ====== ====== ======= ====== ====== ====== ======= ====== ====== EBITDA CALCULATION Add: Interest 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475 OEM Discount 635 893 884 723 692 908 561 568 641 Commissions 1,092 1,376 1,715 147 355 169 141 7 8 Income Tax (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935) Other Expense/(Income) (1,638) 395 6,749 1,951 (2,214) (1,296) 1,182 1,674 (2,540) MI SBT 139 (5) 449 129 139 138 359 139 139 Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925 Depreceation & Amortization 3,375 3,379 3,788 3,442 3,353 3,376 3,235 3,121 3,237 ------ ------ ------- ------ ------ ------ ------- ------ ------ EBITDA 4,725 5,042 5,139 3,872 5,660 5,798 (4,889) 2,155 3,750 ====== ====== ======= ====== ====== ====== ======= ====== ====== ACTUAL ACTUAL ACTUAL OCT-03 NOV-03 DEC-03 ------ ------ ------ REVENUE 35,638 36,483 40,350 VARIABLE COST Material 14,606 15,837 15,813 Scrap 1,181 1,112 999 Labor 10,120 8,777 8,497 Burden 2,861 2,934 3,777 Adjustment for Restructuring - - - ------ ------ ------- Total Variable Cost 28,768 28,661 29,086 ------ ------ ------- CONTRIBUTION MARGIN 6,871 7,822 11,264 ------ ------ ------- 19.3% 21.4% 27.9% PLANT FIXED COST Third Party Rents & Leases 581 497 515 Related Party Rents & Leases (0) 0 0 Launch Risk - - - Depreciation 2,443 2,859 466 Mi SBT - - - Taxes 255 496 303 Fees From Deluxe (195) (195) (195) Restructuring Adj. - Fixed - - - ------ ------ ------- Total Fixed Cost 3,084 3,656 1,089 ------ ------ ------- GROSS MARGIN 3,787 4,166 10,175 ------ ------ ------- SG&A - FIXED Third Party Rents & Leases - - - Related Party Rents & Leases - - - Mi SBT 139 203 122 Taxes - - - Payroll Related Expenses 1,664 1,652 2,247 Gainshare - - - Other Utilities and Telephone 221 161 367 Insurance 351 351 351 Normal Course Professional 624 256 711 Maintenance & Supplies 153 189 129 Travel & Entertainment 141 92 136 Depreciation 1 12 640 Other 200 101 772 ------ ------ ------- Total SG&A Fixed 3,495 3,017 5,475 ------ ------ ------- SG&A VARIABLE Commissions 14 11 13 Interest Expense 2,163 2,159 2,199 Early Pay Program 644 779 581 Other Expense/(Income) (1,176) (946) 60,500 Building Rents/Usage Fees 778 786 778 Litigation/Patent Legal Fees 697 1,019 (97) Amortization of Financing Cost 454 451 605 Restructuring Fees 2,843 3,874 4,869 ------ ------ ------- Total SG&A Variable 6,416 8,134 69,448 ------ ------ ------- INCOME BEFORE TAX (6,123) (6,985) (64,748) ------ ------ ------- Provision for Income Taxes (997) (257) 12,321 ------ ------ ------- NET INCOME (5,127) (6,728) (77,069) ====== ====== ======= EBITDA CALCULATION Add: Interest 2,163 2,159 2,199 OEM Discount 644 779 581 Commissions 14 11 13 Income Tax (997) (257) 12,321 Other Expense/(Income) (1,237) (854) 60,440 MI SBT 139 203 122 Restructuring Fees 2,843 3,874 4,869 Depreceation & Amortization 2,898 3,322 1,711 ------ ------ ------- EBITDA 1,340 2,510 5,187 ====== ====== =======
9 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
2003 ---- Revenue 509,910 VARIABLE COST Material 213,792 Scrap 15,230 Labor 126,869 Burden 47,092 Adjustment for Restructuring - -------- Total Variable Cost 402,983 -------- CONTRIBUTION MARGIN 106,926 -------- 21.0% PLANT FIXED COST Third Party Rents & Leases 6,973 Related Party Rents & Leases 0 Launch Risk - Depreciation 31,698 Mi SBT - Taxes 3,489 Fees From Deluxe (2,340) Restructuring Adj. - Fixed - -------- Total Fixed Cost 39,820 -------- GROSS MARGIN 67,106 -------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT 2,090 Taxes - Payroll Related Expenses 23,473 Gainshare - Other Utilities and Telephone 2,920 Insurance 3,586 Normal Course Professional 6,798 Maintenance & Supplies 1,732 Travel & Entertainment 1,529 Depreciation 713 Other 2,625 -------- Total SG&A Fixed 45,467 -------- SG&A VARIABLE Commissions 5,048 Interest Expense 36,984 Early Pay Program 8,509 Other Expense/(Income) 62,706 Building Rents/Usage Fees 9,357 Litigation/Patent Legal Fees 6,401 Amortization of Financing Cost 5,826 Restructuring Fees 28,588 -------- Total SG&A Variable 163,418 -------- INCOME BEFORE TAX (141,779) -------- Provision for Income Taxes 475 -------- NET INCOME (142,254) ======== EBITDA CALCULATION Add: Interest 36,984 OEM Discount 8,509 Commissions 5,048 Income Tax 475 Other Expense/(Income) 62,612 MI SBT 2,090 Restructuring Fees 28,588 Depreceation & Amortization 38,237 -------- EBITDA 40,289 ========
10 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 ------ ------ ------ ------ ------ ------- ------ ------ ------ ------ ------ ------ REVENUE 31,347 36,394 52,495 33,305 38,571 39,989 30,079 41,942 53,114 48,192 43,342 55,440 VARIABLE COST Material 12,770 15,077 22,728 12,540 15,491 15,171 18,259 18,470 23,218 21,606 19,592 27,360 Scrap 1,603 357 2,158 807 884 974 382 933 1,323 1,223 1,038 1,145 Labor 8,831 10,520 11,739 6,352 6,191 5,278 6,246 6,084 5,646 6,768 5,886 4,888 Burden 2,228 5,418 4,900 6,373 6,624 7,375 4,354 6,211 7,952 7,208 6,029 6,912 Adjustment for Restructuring (134) (161) (364) (220) (220) (275) (220) (220) (275) (220) (220) (275) ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ Total Variable Cost 25,298 31,212 41,161 25,852 28,969 28,523 29,021 31,477 37,865 36,585 32,326 40,031 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 6,049 5,183 11,334 7,453 9,602 11,466 1,059 10,465 15,250 11,607 11,017 15,410 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ 19.3% 14.2% 21.6% 22.4% 24.9% 28.7% 3.5% 25.0% 28.7% 24.1% 25.4% 27.8% PLANT FIXED COST Third Party Rents & Leases 535 509 605 530 530 530 530 530 530 530 530 530 Related Party Rents & Leases 0 0 0 0 0 0 0 0 0 0 0 0 Launch Risk - - - - - - 83 83 83 83 83 83 Depreciation 2,366 2,357 2,395 2,553 2,562 2,572 2,531 2,475 2,476 2,479 2,479 2,479 Mi SBT - - - - - - - - - - - - Taxes 331 241 210 300 300 300 300 300 300 300 300 300 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed 26 57 233 105 105 131 168 168 198 168 168 198 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ Total Fixed Cost 3,258 3,165 3,443 3,487 3,496 3,532 3,611 3,555 3,586 3,559 3,559 3,589 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ GROSS MARGIN 2,791 2,018 7,891 3,965 6,106 7,934 (2,552) 6,910 11,663 8,048 7,458 11,820 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT 122 122 122 179 179 179 179 179 179 179 179 179 Taxes - - - - - - - - - - - - Payroll Related Expenses 1,744 1,786 2,709 1,671 1,671 2,089 1,671 1,671 2,089 1,671 1,671 2,089 Gainshare - - - - - - - - - - - - Other Utilities and Telephone 170 286 249 204 204 204 204 204 204 204 204 204 Insurance 304 306 300 308 308 308 308 308 308 308 308 308 Normal Course Professional 393 296 706 284 284 434 284 284 634 384 384 534 Maintenance & Supplies 122 146 165 140 140 174 140 140 174 140 140 174 Travel & Entertainment 68 130 85 120 120 149 120 120 149 120 120 149 Depreciation - - 10 7 7 7 7 7 7 7 7 7 Other 297 (25) 598 225 225 225 225 225 225 225 225 225 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ Total SG&A Fixed 3,218 3,046 4,944 3,137 3,137 3,770 3,137 3,137 3,970 3,237 3,237 3,870 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ SG&A VARIABLE Commissions 889 (873) - - - - - - - - - - Interest Expense 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108 Early Pay Program 757 1,040 997 569 617 676 285 686 938 866 729 789 Other Expense/(Income) (387) (2,166) (34) 220 220 275 92 92 147 92 92 147 Building Rents/Usage Fees 582 604 600 783 783 783 783 783 783 783 783 833 Litigation/Patent Legal Fees 396 (76) 368 385 385 385 385 385 385 385 385 385 Amortization of Financing Cost 454 447 556 486 486 486 486 486 486 486 486 486 Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ Total SG&A Variable 9,053 2,981 7,060 6,674 6,681 20,343 5,193 5,655 5,976 5,957 5,816 5,999 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ INCOME BEFORE TAX (9,480) (4,009) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 (1,146) (1,596) 1,951 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ Provision for Income Taxes - 11 - - - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ NET INCOME (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 (1,146) (1,596) 1,951 ====== ====== ====== ====== ====== ======= ======= ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108 OEM Discount 757 1,040 997 569 617 676 285 686 938 866 729 789 Commissions 889 (873) - - - - - - - - - - Income Tax - 11 - - - - - - - - - - Other Expense/(Income) (284) (3,381) (216) 255 255 310 (241) (241) (186) (241) (241) (186) MI SBT 122 122 122 179 179 179 179 179 179 179 179 179 Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250 Depreceation & Amortization 2,820 2,804 2,962 3,045 3,054 3,064 3,023 2,967 2,968 2,971 2,971 2,972 ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------ EBITDA 1,186 (293) 4,325 2,434 4,583 5,789 (4,475) 4,932 8,853 5,973 5,383 9,064 ====== ====== ====== ====== ====== ======= ======= ====== ====== ====== ====== ======
11 of 231 Venture Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
2004 ------- REVENUE 504,212 VARIABLE COST Material 222,282 Scrap 12,828 Labor 84,429 Burden 71,584 Adjustment for Restructuring (2,804) ------- Total Variable Cost 388,318 ------- CONTRIBUTION MARGIN 115,894 ------- 23.0% PLANT FIXED COST Third Party Rents & Leases 6,417 Related Party Rents & Leases 0 Launch Risk 500 Depreciation 29,723 Mi SBT - Taxes 3,477 Fees From Deluxe - Restructuring Adj. - Fixed 1,724 ------- Total Fixed Cost 41,841 ------- GROSS MARGIN 74,053 ------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT 1,979 Taxes - Payroll Related Expenses 22,535 Gainshare - Other Utilities and Telephone 2,543 Insurance 3,680 Normal Course Professional 4,897 Maintenance & Supplies 1,795 Travel & Entertainment 1,448 Depreciation 70 Other 2,898 ------- Total SG&A Fixed 41,844 ------- SG&A VARIABLE Commissions 16 Interest Expense 33,579 Early Pay Program 8,949 Other Expense/(Income) (1,209) Building Rents/Usage Fees 8,886 Litigation/Patent Legal Fees 4,153 Amortization of Financing Cost 5,828 Restructuring Fees 27,186 ------- Total SG&A Variable 87,388 ------- INCOME BEFORE TAX (55,179) ------- Provision for Income Taxes 11 ------- NET INCOME (55,190) ======= EBITDA CALCULATION Add: Interest 33,579 OEM Discount 8,949 Commissions 16 Income Tax 11 Other Expense/(Income) (4,397) MI SBT 1,979 Restructuring Fees 27,186 Depreceation & Amortization 35,621 ------- EBITDA 47,754 =======
12 of 231 Venture Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- REVENUE 146,349 141,300 123,668 132,671 543,988 130,697 139,752 103,449 126,601 500,499 512,158 VARIABLE COST Material 66,440 64,611 58,961 61,425 251,438 58,370 66,516 44,841 58,823 228,550 225,313 Scrap 3,637 3,526 2,834 2,947 12,945 3,358 3,191 2,625 2,667 11,840 10,474 Labor 19,741 19,709 18,958 20,620 79,027 19,649 20,310 18,185 19,149 77,292 81,721 Burden 20,384 19,637 14,449 14,892 69,361 18,745 17,478 14,329 16,941 67,492 78,976 Adjustment for Restructuring - - - - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- Total Variable Cost 110,202 107,483 95,202 99,884 412,771 100,121 107,494 79,980 97,579 385,174 396,484 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- CONTRIBUTION MARGIN 36,147 33,817 28,466 32,787 131,217 30,577 32,258 23,469 29,022 115,325 115,674 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- 24.7% 23.9% 23.0% 24.7% 24.1% 23.4% 23.1% 22.7% 22.9% 23.0% 22.6% PLANT FIXED COST Third Party Rents & Leases 1,589 1,589 1,589 1,589 6,357 1,589 1,589 1,589 1,589 6,357 6,357 Related Party Rents & Leases - - - - - - - - - - - Launch Risk 250 250 250 250 1,000 250 250 1,446 1,446 3,393 5,785 Depreciation 6,995 6,995 6,995 6,995 27,979 6,749 6,749 6,749 6,749 26,994 25,742 Mi SBT - - - - - - - - - - - Taxes 925 925 925 925 3,702 953 953 953 953 3,813 3,927 Fees From Deluxe - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 9,760 9,760 9,760 9,760 39,038 9,541 9,541 10,737 10,737 40,557 41,811 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- GROSS MARGIN 26,387 24,057 18,706 23,028 92,179 21,036 22,717 12,731 18,284 74,768 73,863 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - Mi SBT 554 554 554 554 2,217 571 571 571 571 2,283 2,352 Taxes - - - - - - - - - - - Payroll Related Expenses 5,432 5,432 5,432 5,432 21,729 5,432 5,432 5,432 5,432 21,729 21,729 Gainshare - - - - - - - - - - - Other Utilities and Telephone 631 631 631 631 2,525 650 650 650 650 2,601 2,679 Insurance 951 951 951 951 3,805 980 980 980 980 3,919 4,036 Normal Course Professional 1,201 1,201 1,201 1,201 4,802 1,201 1,201 1,201 1,201 4,802 4,802 Maintenance & Supplies 467 467 467 467 1,869 481 481 481 481 1,925 1,983 Travel & Entertainment 400 400 400 400 1,601 412 412 412 412 1,649 1,698 Depreciation 20 20 20 20 80 15 15 15 15 60 9 Other 696 696 696 696 2,785 717 717 717 717 2,868 2,954 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- Total SG&A Fixed 10,353 10,353 10,353 10,353 41,412 10,459 10,459 10,459 10,459 41,836 42,243 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- SG&A VARIABLE Commissions - - - - - - - - - - - Interest Expense 9,313 8,934 9,168 9,407 36,823 9,137 9,137 9,137 9,284 36,695 37,770 Early Pay Program 2,483 2,433 1,984 2,057 8,958 2,276 2,133 1,756 1,977 8,141 4,226 Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793) Building Rents/Usage Fees 2,400 2,400 2,400 2,400 9,600 2,400 2,400 2,400 2,400 9,600 9,600 Litigation/Patent Legal Fees 243 240 240 240 963 243 240 240 240 963 963 Amortization of Financing Cost 1,457 1,457 1,457 1,457 5,828 1,457 1,457 1,457 1,457 5,828 5,828 Restructuring Fees 150 - - - 150 150 - - - 150 150 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- Total SG&A Variable 14,490 13,908 13,694 14,005 56,098 13,833 13,537 13,160 13,528 54,057 50,743 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- INCOME BEFORE TAX 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) (5,702) (21,125) (19,123) ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- Provision for Income Taxes - - - - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- NET INCOME 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) (5,702) (21,125) (19,123) ======= ======= ======= ======= ======== ======= ======= ======= ======= ======= ======= EBITDA CALCULATION Add: Interest 9,313 8,934 9,168 9,407 36,823 9,137 9,137 9,137 9,284 36,695 37,770 OEM Discount 2,483 2,433 1,984 2,057 8,958 2,276 2,133 1,756 1,977 8,141 4,226 Commissions - - - - - - - - - - - Income Tax - - - - - - - - - - - Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793) MI SBT 554 554 554 554 2,217 571 571 571 571 2,283 2,352 Restructuring Fees 150 - - - 150 150 - - - 150 150 Depreceation & Amortization 8,472 8,472 8,472 8,472 33,887 8,220 8,220 8,220 8,220 32,882 31,579 ------- ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- EBITDA 20,961 18,633 13,282 17,604 70,480 15,268 16,952 6,967 12,520 51,707 49,161 ======= ======= ======= ======= ======== ======= ======= ======= ======= ======= =======
13 of 231 Venture Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
F'CAST 2008 ------- REVENUE 473,276 VARIABLE COST Material 199,629 Scrap 9,382 Labor 81,562 Burden 77,082 Adjustment for Restructuring - ------- Total Variable Cost 367,654 ------- CONTRIBUTION MARGIN 105,622 ------- 22.3% PLANT FIXED COST Third Party Rents & Leases 6,357 Related Party Rents & Leases - Launch Risk 5,785 Depreciation 24,778 Mi SBT - Taxes 3,933 Fees From Deluxe - Restructuring Adj. - Fixed - ------- Total Fixed Cost 40,853 ------- GROSS MARGIN 64,769 ------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT 2,422 Taxes - Payroll Related Expenses 21,729 Gainshare - Other Utilities and Telephone 2,759 Insurance 4,157 Normal Course Professional 4,802 Maintenance & Supplies 2,042 Travel & Entertainment 1,749 Depreciation - Other 3,043 ------- Total SG&A Fixed 42,705 ------- SG&A VARIABLE Commissions - Interest Expense 38,456 Early Pay Program 3,839 Other Expense/(Income) (8,027) Building Rents/Usage Fees 9,600 Litigation/Patent Legal Fees 963 Amortization of Financing Cost 5,828 Restructuring Fees 150 ------- Total SG&A Variable 50,808 ------- INCOME BEFORE TAX (28,744) ------- Provision for Income Taxes - ------- NET INCOME (28,744) ======= EBITDA CALCULATION Add: Interest 38,456 OEM Discount 3,839 Commissions - Income Tax - Other Expense/(Income) (8,027) MI SBT 2,422 Restructuring Fees 150 Depreceation & Amortization 30,605 ------- EBITDA 38,702 =======
14 of 231 Venture Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED - RESTRUCTURE
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- -------- REVENUE 36,262 44,958 55,727 40,940 42,540 49,562 20,529 31,707 43,581 35,470 35,050 38,742 475,068 VARIABLE COST Material 13,565 17,620 22,877 15,770 16,596 19,993 8,433 12,267 17,547 14,311 15,063 15,571 189,613 Scrap 993 1,327 1,817 1,341 1,303 1,857 606 1,145 1,550 1,181 1,112 999 15,230 Labor 9,609 11,530 13,484 10,456 10,454 11,818 8,148 8,595 11,447 9,699 8,372 7,862 121,474 Burden 3,807 5,867 7,508 4,678 4,439 5,466 3,801 3,535 4,398 3,606 3,521 4,634 55,260 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- Total Variable Cost 27,974 36,345 45,686 32,244 32,792 39,134 20,988 25,542 34,942 28,796 28,069 29,065 381,577 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- CONTRIBUTION MARGIN 8,289 8,614 10,041 8,696 9,748 10,427 (459) 6,165 8,639 6,674 6,981 9,676 93,491 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- 22.9% 19.2% 18.0% 21.2% 22.9% 21.0% -2.2% 19.4% 19.8% 18.8% 19.9% 25.0% 19.7% PLANT FIXED COST Third Party Rents & Leases 622 643 643 619 582 621 609 590 450 581 497 515 6,973 Related Party Rents & Leases (35) (35) (35) (35) (35) (35) (35) (35) (35) (71) (35) (35) (461) Launch Risk - - - - - - - - - - - - - Depreciation 2,452 2,440 2,745 2,544 2,436 2,346 2,323 2,279 2,301 2,064 2,482 95 26,508 Mi SBT - - - - - - - - - - - - - Taxes 198 274 293 310 180 262 287 276 284 218 480 287 3,349 Fees From Deluxe (195) (195) (195) (195) (195) (195) (195) (195) (195) (195) (195) (195) (2,340) Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- Total Fixed Cost 3,042 3,127 3,451 3,243 2,968 2,998 2,989 2,914 2,804 2,596 3,229 667 34,029 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- GROSS MARGIN 5,246 5,487 6,590 5,452 6,780 7,430 (3,448) 3,250 5,835 4,078 3,752 9,009 59,462 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT 139 (5) 449 129 139 138 359 139 139 139 203 122 2,090 Taxes - - - - - - - - - - - - - Payroll Related Expenses 1,662 1,705 2,554 1,941 2,505 2,219 1,816 1,410 2,098 1,664 1,652 2,247 23,473 Gainshare - - - - - - - - - - - - - Other Utilities and Telephone 238 268 351 188 275 271 200 167 213 221 161 367 2,920 Insurance 378 308 100 515 300 (36) 352 265 351 351 351 351 3,586 Normal Course Professional 514 420 1,038 248 336 687 699 507 757 624 256 711 6,798 Maintenance & Supplies 114 110 136 95 12 317 140 154 183 153 189 129 1,732 Travel & Entertainment 153 113 170 177 86 111 143 119 88 141 92 136 1,529 Depreciation 7 6 7 7 7 7 7 7 7 1 12 640 713 Other 40 167 162 148 43 (60) 289 201 562 200 101 772 2,625 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- Total SG&A Fixed 3,245 3,092 4,967 3,448 3,703 3,654 4,005 2,969 4,398 3,495 3,017 5,475 45,467 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- SG&A VARIABLE Commissions 1,092 1,376 1,715 147 355 169 141 7 8 14 11 13 5,048 Interest Expense 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475 2,163 2,159 2,199 36,984 OEM Discount 635 893 884 723 692 908 561 568 641 644 779 581 8,509 Other Expense/(Income) (1,642) 369 6,892 1,958 (2,722) (974) 1,008 1,750 (2,311) (1,176) (946) 60,500 62,706 Building Rents/Usage Fees 779 779 780 778 769 778 775 796 781 778 786 778 9,357 Litigation/Patent Legal Fees 75 962 970 266 477 373 585 602 470 697 1,019 (97) 6,401 Amortization of Financing Cost 412 447 550 451 438 559 458 454 548 454 451 605 5,826 Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925 2,843 3,874 4,869 28,588 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- Total SG&A Variable 8,527 12,315 20,271 9,304 4,234 5,119 7,327 7,787 4,537 6,416 8,134 69,448 163,418 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- INCOME BEFORE TAX (6,526) (9,920) (18,647) (7,300) (1,157) (1,344) (14,779) (7,505) (3,100) (5,833) (7,398) (65,914) (149,423) ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- Provision for Income Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935) (997) (257) 12,321 475 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- NET INCOME (4,628) (7,226) (19,605) (6,850) (890) 912 (14,254) (6,980) (165) (4,836) (7,141) (78,235) (149,898) ====== ====== ======= ====== ====== ====== ======= ====== ====== ====== ====== ====== ======== EBITDA CALCULATION Add: Interest 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475 2,163 2,159 2,199 36,984 OEM Discount 635 893 884 723 692 908 561 568 641 644 779 581 8,509 Income Tax (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935) (997) (257) 12,321 475 Other Expense/ (Income) (1,638) 395 6,749 1,951 (2,214) (1,296) 1,182 1,674 (2,540) (1,237) (854) 60,440 62,612 MI SBT 139 (5) 449 129 139 138 359 139 139 139 203 122 2,090 Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925 2,843 3,874 4,869 28,588 Depreceation & Amortization 2,871 2,893 3,302 3,002 2,881 2,911 2,788 2,739 2,856 2,519 2,945 1,340 33,047 ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- -------- EBITDA 2,657 1,746 1,217 3,485 4,565 4,624 (6,091) 1,224 2,396 1,237 1,708 3,637 22,407 ====== ====== ======= ====== ====== ====== ======= ====== ====== ====== ====== ======= ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------ -------- Adjusted EBITDA 2,657 1,746 1,217 3,485 4,565 4,624 (6,091) 1,224 2,396 1,237 1,708 3,637 22,407 ====== ====== ======= ====== ====== ====== ======= ====== ====== ====== ====== ====== ========
15 of 231 Venture Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED PRODUCTION - RESTRUCTURE
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- REVENUE 29,533 33,381 46,090 32,678 35,523 39,437 17,264 38,543 52,606 47,688 40,348 43,997 457,088 VARIABLE COST Material 11,797 13,020 18,101 12,101 13,233 14,808 5,682 15,948 22,856 21,244 17,335 18,748 184,871 Scrap 1,603 357 2,158 807 884 974 382 933 1,323 1,223 1,038 1,145 12,828 Labor 8,263 10,033 11,195 6,268 6,107 5,195 5,926 6,000 5,562 6,685 5,803 4,805 81,842 Burden 2,620 6,438 5,567 6,721 6,971 7,722 4,661 6,559 8,300 7,556 6,377 7,260 76,752 Adjustment for Restructuring (134) (161) (364) (220) (220) (275) (220) (220) (275) (220) (220) (275) (2,804) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Total Variable Cost 24,149 29,687 36,657 25,678 26,975 28,424 16,432 29,220 37,766 36,487 30,332 31,682 353,489 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- CONTRIBUTION MARGIN 5,385 3,694 9,433 7,000 8,548 11,012 832 9,323 14,840 11,201 10,016 12,315 103,600 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- 18.2% 11.1% 20.5% 21.4% 24.1% 27.9% 4.8% 24.2% 28.2% 23.5% 24.8% 28.0% 22.7% PLANT FIXED COST Third Party Rents & Leases 535 509 605 530 530 530 530 530 530 530 530 530 6,417 Related Party Rents & Leases (35) (35) (35) (35) (35) (35) (35) (35) (35) (35) (35) (35) (426) Launch Risk - - - - - - 83 83 83 83 83 83 500 Depreciation 1,995 1,987 2,025 2,195 2,204 2,213 2,213 2,213 2,213 2,216 2,216 2,216 25,906 Mi SBT - - - - - - - - - - - - - Taxes 315 232 202 287 287 287 287 287 287 287 287 287 3,337 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed 26 57 233 105 105 131 168 168 198 168 168 198 1,724 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Total Fixed Cost 2,836 2,750 3,029 3,082 3,091 3,126 3,246 3,246 3,276 3,249 3,249 3,279 37,458 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- GROSS MARGIN 2,548 944 6,404 3,919 5,457 7,886 (2,413) 6,077 11,564 7,952 6,768 9,036 66,142 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT 122 122 122 179 179 179 179 179 179 179 179 179 1,979 Taxes - - - - - - - - - - - - - Payroll Related Expenses 1,744 1,786 2,709 1,671 1,671 2,089 1,671 1,671 2,089 1,671 1,671 2,089 22,535 Gainshare - - - - - - - - - - - - - Other Utilities and Telephone 170 286 249 204 204 204 204 204 204 204 204 204 2,543 Insurance 304 306 300 308 308 308 308 308 308 308 308 308 3,680 Normal Course Professional 393 296 706 284 284 434 284 284 634 384 384 534 4,897 Maintenance & Supplies 122 146 165 140 140 174 140 140 174 140 140 174 1,795 Travel & Entertainment 68 130 85 120 120 149 120 120 149 120 120 149 1,448 Depreciation - - 10 7 7 7 7 7 7 7 7 7 70 Other 297 (25) 598 225 225 225 225 225 225 225 225 225 2,898 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Total SG&A Fixed 3,218 3,046 4,944 3,137 3,137 3,770 3,137 3,137 3,970 3,237 3,237 3,870 41,844 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- SG&A VARIABLE Commissions 889 (873) - - - - - - - - - - 16 Interest Expense 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108 33,579 OEM Discount 757 1,040 997 569 617 676 285 686 938 866 729 789 8,949 Other Expense/(Income) (387) (2,166) (34) 220 220 275 92 92 147 92 92 147 (1,209) Building Rents/Usage Fees 582 604 600 783 783 783 783 783 783 783 783 833 8,886 Litigation/Patent Legal Fees 396 (76) 368 385 385 385 385 385 385 385 385 385 4,153 Amortization of Financing Cost 454 447 556 486 486 486 486 486 486 486 486 486 5,828 Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250 27,186 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Total SG&A Variable 9,053 2,981 7,060 6,674 6,681 20,343 5,193 5,655 5,976 5,957 5,816 5,999 87,388 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- INCOME BEFORE TAX (9,723) (5,083) (5,600) (5,892) (4,362) (16,227)(10,744) (2,716) 1,618 (1,242) (2,286) (834) (63,091) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Provision for Income Taxes - 11 - - - - - - - - - - 11 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- NET INCOME (9,723) (5,095) (5,600) (5,892) (4,362) (16,227)(10,744) (2,716) 1,618 (1,242) (2,286) (834) (63,102) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======= EBITDA CALCULATION Add: Interest 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108 33,579 OEM Discount 757 1,040 997 569 617 676 285 686 938 866 729 789 8,949 Income Tax - 11 - - - - - - - - - - 11 Other Expense/(Income) (284) (3,381) (216) 255 255 310 (241) (241) (186) (241) (241) (186) (4,397) MI SBT 122 122 122 179 179 179 179 179 179 179 179 179 1,979 Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250 27,186 Depreceation & Amortization 2,449 2,434 2,591 2,687 2,696 2,706 2,705 2,705 2,706 2,708 2,708 2,709 31,805 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- EBITDA (317) (864) 2,468 2,029 3,576 5,382 (4,654) 3,837 8,491 5,615 4,430 6,016 36,010 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======= ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------- Adjusted EBITDA (317) (864) 2,468 2,029 3,576 5,382 (4,654) 3,837 8,491 5,615 4,430 6,016 36,010 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======= =======
16 of 231 Venture Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED PRODUCTION - RESTRUCTURE
F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 -------- -------- -------- -------- REVENUE 139,073 135,364 111,543 115,278 VARIABLE COST Material 61,039 59,987 47,794 49,780 Scrap 3,637 3,526 2,834 2,947 Labor 19,490 18,982 18,231 18,745 Burden 21,427 20,598 15,410 15,655 Adjustment for Restructuring - - - - -------- -------- -------- -------- Total Variable Cost 105,594 103,094 84,270 87,128 -------- -------- -------- -------- CONTRIBUTION MARGIN 33,479 32,271 27,272 28,151 -------- -------- -------- -------- 24.1% 23.8% 24.5% 24.4% PLANT FIXED COST Third Party Rents & Leases 1,589 1,589 1,589 1,589 Related Party Rents & Leases (106) (106) (106) (106) Launch Risk 250 250 250 250 Depreciation 6,449 6,449 6,449 6,449 Mi SBT - - - - Taxes 888 888 888 888 Fees From Deluxe - - - - Restructuring Adj. - Fixed - - - - -------- -------- -------- -------- Total Fixed Cost 9,070 9,070 9,070 9,070 -------- -------- -------- -------- GROSS MARGIN 24,409 23,200 18,202 19,081 -------- -------- -------- -------- SG&A - FIXED Third Party Rents & Leases - - - - Related Party Rents & Leases - - - - Mi SBT 554 554 554 554 Taxes - - - - Payroll Related Expenses 5,432 5,432 5,432 5,432 Gainshare - - - - Other Utilities and Telephone 631 631 631 631 Insurance 951 951 951 951 Normal Course Professional 1,201 1,201 1,201 1,201 Maintenance & Supplies 467 467 467 467 Travel & Entertainment 400 400 400 400 Depreciation 20 20 20 20 Other 696 696 696 696 -------- -------- -------- -------- Total SG&A Fixed 10,353 10,353 10,353 10,353 -------- -------- -------- -------- SG&A VARIABLE Commissions - - - - Interest Expense 9,313 8,934 9,168 9,407 OEM Discount 2,483 2,433 1,984 2,057 Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) Building Rents/Usage Fees 2,400 2,400 2,400 2,400 Litigation/Patent Legal Fees 243 240 240 240 Amortization of Financing Cost 1,457 1,457 1,457 1,457 Restructuring Fees 150 - - - -------- -------- -------- -------- Total SG&A Variable 14,490 13,908 13,694 14,005 -------- -------- -------- -------- INCOME BEFORE TAX (434) (1,061) (5,845) (5,278) -------- -------- -------- -------- Provision for Income Taxes - - - - -------- -------- -------- -------- NET INCOME (434) (1,061) (5,845) (5,278) ======== ======== ======== ======== EBITDA CALCULATION Add: Interest 9,313 8,934 9,168 9,407 OEM Discount 2,483 2,433 1,984 2,057 Income Tax - - - - Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) MI SBT 554 554 554 554 Restructuring Fees 150 - - - Depreceation & Amortization 7,926 7,926 7,926 7,926 -------- -------- -------- -------- EBITDA 18,436 17,231 12,232 13,111 ======== ======== ======== ======== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment -------- -------- -------- -------- Adjusted EBITDA 18,436 17,231 12,232 13,111 ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST 2005 MAR-06 JUN-06 SEP-06 DEC-06 -------- -------- -------- -------- -------- REVENUE 501,258 128,372 120,122 100,123 111,275 VARIABLE COST Material 218,601 56,870 53,643 42,854 47,047 Scrap 12,945 3,358 3,191 2,625 2,667 Labor 75,449 18,934 18,179 17,238 18,898 Burden 73,090 19,708 18,197 15,252 17,984 Adjustment for Restructuring - - - - - -------- -------- -------- -------- -------- Total Variable Cost 380,085 98,869 93,209 77,970 86,595 -------- -------- -------- -------- -------- CONTRIBUTION MARGIN 121,173 29,503 26,913 22,154 24,680 -------- -------- -------- -------- -------- 24.2% 23.0% 22.4% 22.1% 22.2% PLANT FIXED COST Third Party Rents & Leases 6,357 1,589 1,589 1,589 1,589 Related Party Rents & Leases (426) (106) (106) (106) (106) Launch Risk 1,000 250 250 1,446 1,446 Depreciation 25,796 6,429 6,429 6,429 6,429 Mi SBT - - - - - Taxes 3,553 915 915 915 915 Fees From Deluxe - - - - - Restructuring Adj. - Fixed - - - - - -------- -------- -------- -------- -------- Total Fixed Cost 36,281 9,077 9,077 10,273 10,273 -------- -------- -------- -------- -------- GROSS MARGIN 84,892 20,426 17,835 11,880 14,406 -------- -------- -------- -------- -------- SG&A - FIXED Third Party Rents & Leases - - - - - Related Party Rents & Leases - - - - - Mi SBT 2,217 571 571 571 571 Taxes - - - - - Payroll Related Expenses 21,729 5,432 5,432 5,432 5,432 Gainshare - - - - - Other Utilities and Telephone 2,525 650 650 650 650 Insurance 3,805 980 980 980 980 Normal Course Professional 4,802 1,201 1,201 1,201 1,201 Maintenance & Supplies 1,869 481 481 481 481 Travel & Entertainment 1,601 412 412 412 412 Depreciation 80 15 15 15 15 Other 2,785 717 717 717 717 -------- -------- -------- -------- -------- Total SG&A Fixed 41,412 10,459 10,459 10,459 10,459 -------- -------- -------- -------- -------- SG&A VARIABLE Commissions - - - - - Interest Expense 36,823 9,137 9,137 9,137 9,284 OEM Discount 8,958 2,276 2,133 1,756 1,977 Other Expense/(Income) (6,223) (1,830) (1,830) (1,830) (1,830) Building Rents/Usage Fees 9,600 2,400 2,400 2,400 2,400 Litigation/Patent Legal Fees 963 243 240 240 240 Amortization of Financing Cost 5,828 1,457 1,457 1,457 1,457 Restructuring Fees 150 150 - - - -------- -------- -------- -------- -------- Total SG&A Variable 56,098 13,833 13,537 13,160 13,528 -------- -------- -------- -------- -------- INCOME BEFORE TAX (12,618) (3,866) (6,160) (11,739) (9,580) -------- -------- -------- -------- -------- Provision for Income Taxes - - - - - -------- -------- -------- -------- -------- NET INCOME (12,618) (3,866) (6,160) (11,739) (9,580) ======== ======== ======== ======== ======== EBITDA CALCULATION Add: Interest 36,823 9,137 9,137 9,137 9,284 OEM Discount 8,958 2,276 2,133 1,756 1,977 Income Tax - - - - - Other Expense/(Income) (6,223) (1,830) (1,830) (1,830) (1,830) MI SBT 2,217 571 571 571 571 Restructuring Fees 150 150 - - - Depreceation & Amortization 31,704 7,901 7,901 7,901 7,901 -------- -------- -------- -------- -------- EBITDA 61,010 14,339 11,752 5,796 8,323 ======== ======== ======== ======== ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - -------- -------- -------- -------- -------- Adjusted EBITDA 61,010 14,339 11,752 5,796 8,323 ======== ======== ======== ======== ========
F'CAST F'CAST 2006 2007 2008 -------- -------- ------- REVENUE 459,893 475,435 436,754 VARIABLE COST Material 200,414 198,367 172,780 Scrap 11,840 10,474 9,382 Labor 73,250 78,352 78,239 Burden 71,141 82,741 80,855 Adjustment for Restructuring - - - -------- -------- -------- Total Variable Cost 356,644 369,934 341,256 -------- -------- -------- CONTRIBUTION MARGIN 103,249 105,501 95,497 -------- -------- -------- 22.5% 22.2% 21.9% PLANT FIXED COST Third Party Rents & Leases 6,357 6,357 6,357 Related Party Rents & Leases (426) (426) (426) Launch Risk 3,393 5,785 5,785 Depreciation 25,717 25,026 24,334 Mi SBT - - - Taxes 3,660 3,770 3,776 Fees From Deluxe - - - Restructuring Adj. - Fixed - - - -------- -------- -------- Total Fixed Cost 38,701 40,512 39,826 -------- -------- -------- GROSS MARGIN 64,548 64,989 55,671 -------- -------- -------- SG&A - FIXED Third Party Rents & Leases - - - Related Party Rents & Leases - - - Mi SBT 2,283 2,352 2,422 Taxes - - - Payroll Related Expenses 21,729 21,729 21,729 Gainshare - - - Other Utilities and Telephone 2,601 2,679 2,759 Insurance 3,919 4,036 4,157 Normal Course Professional 4,802 4,802 4,802 Maintenance & Supplies 1,925 1,983 2,042 Travel & Entertainment 1,649 1,698 1,749 Depreciation 60 9 - Other 2,868 2,954 3,043 -------- -------- -------- Total SG&A Fixed 41,836 42,243 42,705 -------- -------- -------- SG&A VARIABLE Commissions - - - Interest Expense 36,695 37,770 38,456 OEM Discount 8,141 4,226 3,839 Other Expense/(Income) (7,319) (7,793) (8,027) Building Rents/Usage Fees 9,600 9,600 9,600 Litigation/Patent Legal Fees 963 963 963 Amortization of Financing Cost 5,828 5,828 5,828 Restructuring Fees 150 150 150 -------- -------- -------- Total SG&A Variable 54,057 50,743 50,808 -------- -------- -------- INCOME BEFORE TAX (31,345) (27,997) (37,841) -------- -------- -------- Provision for Income Taxes - - - -------- -------- -------- NET INCOME (31,345) (27,997) (37,841) ======== ======== ======== EBITDA CALCULATION Add: Interest 36,695 37,770 38,456 OEM Discount 8,141 4,226 3,839 Income Tax - - - Other Expense/(Income) (7,319) (7,793) (8,027) MI SBT 2,283 2,352 2,422 Restructuring Fees 150 150 150 Depreceation & Amortization 31,604 30,863 30,161 -------- -------- -------- EBITDA 40,209 39,570 29,160 ======== ======== ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - -------- -------- -------- Adjusted EBITDA 40,209 39,570 29,160 ======== ======== ========
17 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ REVENUE 3,918 4,340 6,120 3,630 2,502 3,715 4,109 VARIABLE COST Material 2,445 1,568 3,117 2,853 1,263 2,135 2,776 Scrap - - - - - - - Labor 534 564 571 393 337 467 267 Burden (74) 230 158 105 123 70 (34) Adjustment for Restructuring - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 2,904 2,362 3,846 3,351 1,723 2,672 3,009 ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 1,014 1,978 2,274 279 779 1,043 1,100 ------ ------ ------ ------ ------ ------ ------ 26% 46% 37% 8% 31% 28% 27% PLANT FIXED COST Third Party Rents & Leases - - - - - - - Related Party Rents & Leases 35 35 35 35 35 35 35 Launch Risk - - - - - - - Depreciation 504 487 486 440 471 465 447 Mi SBT - - - - - - - Taxes 3 22 31 3 3 3 3 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 543 544 552 479 510 503 486 ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 471 1,434 1,721 (200) 269 540 614 ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT - - - - - - - Taxes - - - - - - - Payroll Related Expenses - - - - - - - Gainshare - - - - - - - Other Utilities and Telephone - - - - - - - Insurance - - - - - - - Normal Course Professional - - - - - - - Maintenance & Supplies - - - - - - - Travel & Entertainment - - - - - - - Depreciation - - - - - - - Other - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - - - - - - Interest Expense - - - - - - - OEM Discount - - - - - - - Other Expense/(Income) - - - - - - - Building Rents/Usage Fees - - - - - - - Litigation/Patent Legal Fees - - - - - - - Amortization of Financing Cost - - - - - - - Restructuring Fees - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 471 1,434 1,721 (200) 269 540 614 ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes ------ ------ ------ ------ ------ ------ ------ NET INCOME 471 1,434 1,721 (200) 269 540 614 ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - OEM Discount - - - - - - - Income Tax - - - - - - - Other Expense/(Income) - - - - - - - MI SBT - - - - - - - Restructuring Fees - - - - - - - Depreceation & Amortization 504 487 486 440 471 465 447 ------ ------ ------ ------ ------ ------ ------ EBITDA 975 1,921 2,208 240 741 1,005 1,061 ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 975 1,921 2,208 240 741 1,005 1,061 ====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ REVENUE 3,456 6,145 952 1,932 2,448 43,266 VARIABLE COST Material 2,260 4,450 295 774 242 24,179 Scrap - - - - - - Labor 305 496 422 405 635 5,395 Burden (71) (184) 39 (88) (16) 257 Adjustment for Restructuring - - - - - - ------ ------ ------ ------ ------ ------ Total Variable Cost 2,494 4,763 755 1,091 861 29,831 ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 962 1,382 197 841 1,588 13,435 ------ ------ ------ ------ ------ ------ 28% 22% 21% 44% 65% 31% PLANT FIXED COST Third Party Rents & Leases - - - - - - Related Party Rents & Leases 35 35 71 35 35 461 Launch Risk - - - - - - Depreciation 382 381 379 376 371 5,190 Mi SBT - - - - - - Taxes 3 1 37 15 15 140 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed - - - - - - ------ ------ ------ ------ ------ ------ Total Fixed Cost 421 417 487 427 422 5,791 ------ ------ ------ ------ ------ ------ GROSS MARGIN 541 965 (290) 414 1,166 7,644 ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT - - - - - - Taxes - - - - - - Payroll Related Expenses - - - - - - Gainshare - - - - - - Other Utilities and Telephone - - - - - - Insurance - - - - - - Normal Course Professional - - - - - - Maintenance & Supplies - - - - - - Travel & Entertainment - - - - - - Depreciation - - - - - - Other - - - - - - ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - - - - - Interest Expense - - - - - - OEM Discount - - - - - - Other Expense/(Income) - - - - - - Building Rents/Usage Fees - - - - - - Litigation/Patent Legal Fees - - - - - - Amortization of Financing Cost - - - - - - Restructuring Fees - - - - - - ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 541 965 (290) 414 1,166 7,644 ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ NET INCOME 541 965 (290) 414 1,166 7,644 ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - OEM Discount - - - - - - Income Tax - - - - - - Other Expense/(Income) - - - - - - MI SBT - - - - - - Restructuring Fees - - - - - - Depreceation & Amortization 382 381 379 376 371 5,190 ------ ------ ------ ------ ------ ------ EBITDA 923 1,346 89 790 1,537 12,834 ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ Adjusted EBITDA 923 1,346 89 790 1,537 12,834 ====== ====== ====== ====== ====== ======
18 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ------- ------- ------- ------- ------- ------- REVENUE 2,105 4,217 7,070 987 3,408 913 VARIABLE COST Material 973 2,057 4,627 439 2,258 363 Scrap - - - - - - Labor 568 487 544 84 84 84 Burden (101) 184 (2) 12 12 12 Adjustment for Restructuring - - - - - - ------- ------- ------- ------- ------- ------- Total Variable Cost 1,440 2,728 5,169 535 2,354 459 ------- ------- ------- ------- ------- ------- CONTRIBUTION MARGIN 665 1,489 1,901 452 1,054 454 ------- ------- ------- ------- ------- ------- 32% 35% 27% 46% 31% 50% PLANT FIXED COST Third Party Rents & Leases - - - - - - Related Party Rents & Leases 35 35 35 35 35 35 Launch Risk - - - - - - Depreciation 371 370 370 358 358 359 Mi SBT - - - - - - Taxes 15 9 8 12 12 12 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- ------- Total Fixed Cost 422 415 414 406 406 406 ------- ------- ------- ------- ------- ------- GROSS MARGIN 243 1,074 1,487 47 648 48 ------- ------- ------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT - - - - - - Taxes - - - - - - Payroll Related Expenses - - - - - - Gainshare - - - - - - Other Utilities and Telephone - - - - - - Insurance - - - - - - Normal Course Professional - - - - - - Maintenance & Supplies - - - - - - Travel & Entertainment - - - - - - Depreciation - - - - - - Other - - - - - - ------- ------- ------- ------- ------- ------- Total SG&A Fixed - - - - - - ------- ------- ------- ------- ------- ------- SG&A VARIABLE Commissions - - - - - - Interest Expense - - - - - - OEM Discount - - - - - - Other Expense/(Income) - - - - - - Building Rents/Usage Fees - - - - - - Litigation/Patent Legal Fees - - - - - - Amortization of Financing Cost - - - - - - Restructuring Fees - - - - - - ------- ------- ------- ------- ------- ------- Total SG&A Variable - - - - - - ------- ------- ------- ------- ------- ------- INCOME BEFORE TAX 243 1,074 1,487 47 648 48 ------- ------- ------- ------- ------- ------- Provision for Income Taxes ------- ------- ------- ------- ------- ------- NET INCOME 243 1,074 1,487 47 648 48 ======= ======= ======= ======= ======= ======= EBITDA CALCULATION Add: Interest - - - - - - OEM Discount - - - - - - Income Tax - - - - - - Other Expense/(Income) - - - - - - MI SBT - - - - - - Restructuring Fees - - - - - - Depreceation & Amortization 371 370 370 358 358 359 ------- ------- ------- ------- ------- ------- EBITDA 614 1,444 1,857 405 1,007 406 ======= ======= ======= ======= ======= ======= ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- ------- ------- ------- ------- ------- Adjusted EBITDA 614 1,444 1,857 405 1,007 406 ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 ------- ------- ------- ------- ------- REVENUE 3,759 868 864 3,354 11,804 VARIABLE COST Material 2,521 363 363 2,258 8,613 Scrap - - - - - Labor 84 84 84 84 84 Burden 12 12 12 12 12 Adjustment for Restructuring - - - - - ------- ------- ------- ------- ------- Total Variable Cost 2,617 459 459 2,354 8,709 ------- ------- ------- ------- ------- CONTRIBUTION MARGIN 1,142 409 406 1,000 3,095 ------- ------- ------- ------- ------- 30% 47% 47% 30% 26% PLANT FIXED COST Third Party Rents & Leases - - - - - Related Party Rents & Leases 35 35 35 35 35 Launch Risk - - - - - Depreciation 262 263 263 263 263 Mi SBT - - - - - Taxes 12 12 12 12 12 Fees From Deluxe - - - - - Restructuring Adj. - Fixed - - - - - ------- ------- ------- ------- ------- Total Fixed Cost 310 310 310 310 310 ------- ------- ------- ------- ------- GROSS MARGIN 833 99 96 690 2,785 ------- ------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - Related Party Rents & Leases - - - - - Mi SBT - - - - - Taxes - - - - - Payroll Related Expenses - - - - - Gainshare - - - - - Other Utilities and Telephone - - - - - Insurance - - - - - Normal Course Professional - - - - - Maintenance & Supplies - - - - - Travel & Entertainment - - - - - Depreciation - - - - - Other - - - - - ------- ------- ------- ------- ------- Total SG&A Fixed - - - - - ------- ------- ------- ------- ------- SG&A VARIABLE Commissions - - - - - Interest Expense - - - - - OEM Discount - - - - - Other Expense/(Income) - - - - - Building Rents/Usage Fees - - - - - Litigation/Patent Legal Fees - - - - - Amortization of Financing Cost - - - - - Restructuring Fees - - - - - ------- ------- ------- ------- ------- Total SG&A Variable - - - - - ------- ------- ------- ------- ------- INCOME BEFORE TAX 833 99 96 690 2,785 ------- ------- ------- ------- ------- Provision for Income Taxes ------- ------- ------- ------- ------- NET INCOME 833 99 96 690 2,785 ======= ======= ======= ======= ======= EBITDA CALCULATION Add: Interest - - - - - OEM Discount - - - - - Income Tax - - - - - Other Expense/(Income) - - - - - MI SBT - - - - - Restructuring Fees - - - - - Depreceation & Amortization 262 263 263 263 263 ------- ------- ------- ------- ------- EBITDA 1,095 362 358 953 3,048 ======= ======= ======= ======= ======= ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- ------- ------- ------- ------- Adjusted EBITDA 1,095 362 358 953 3,048 ======= ======= ======= ======= =======
19 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
2004 ------ REVENUE 52,524 VARIABLE COST Material 37,411 Scrap - Labor 2,587 Burden 232 Adjustment for Restructuring - ------ Total Variable Cost 40,230 ------ CONTRIBUTION MARGIN 12,294 ------ 23% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases 426 Launch Risk - Depreciation 3,816 Mi SBT - Taxes 141 Fees From Deluxe - Restructuring Adj. - Fixed - ------ Total Fixed Cost 4,382 ------ GROSS MARGIN 7,912 ------ SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------ Total SG&A Fixed - ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ Total SG&A Variable - ------ INCOME BEFORE TAX 7,912 ------ Provision for Income Taxes - ------ NET INCOME 7,912 ====== EBITDA CALCULATION Add: Interest - OEM Discount - Income Tax - Other Expense/(Income) - MI SBT - Restructuring Fees - Depreceation & Amortization 3,816 ------ EBITDA 11,728 ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ Adjusted EBITDA 11,728 ======
20 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 8,356 7,015 13,205 18,473 47,050 3,405 20,710 4,405 16,405 VARIABLE COST Material 5,401 4,625 11,167 11,645 32,837 1,500 12,873 1,987 11,776 Scrap - - - - - - - - - Labor 251 726 726 1,875 3,578 715 2,131 947 251 Burden 37 119 119 317 591 117 361 157 37 Adjustment for Restructuring - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 5,688 5,470 12,012 13,836 37,006 2,331 15,365 3,090 12,063 ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 2,668 1,546 1,194 4,637 10,044 1,074 5,345 1,315 4,342 ------ ------ ------ ------ ------ ------ ------ ------ ------ 32% 22% 9% 25% 21% 32% 26% 30% 26% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - Related Party Rents & Leases 106 106 106 106 426 106 106 106 106 Launch Risk - - - - - - - - - Depreciation 546 546 546 546 2,183 319 319 319 319 Mi SBT - - - - - - - - - Taxes 37 37 37 37 149 38 38 38 38 Fees From Deluxe - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 689 689 689 689 2,757 464 464 464 464 ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 1,979 857 504 3,947 7,287 610 4,881 851 3,878 ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - Related Party Rents & Leases - - - - - - - - - Mi SBT - - - - - - - - - Taxes - - - - - - - - - Payroll Related Expenses - - - - - - - - - Gainshare - - - - - - - - - Other Utilities and Telephone - - - - - - - - - Insurance - - - - - - - - - Normal Course Professional - - - - - - - - - Maintenance & Supplies - - - - - - - - - Travel & Entertainment - - - - - - - - - Depreciation - - - - - - - - - Other - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - - - - - - - - Interest Expense - - - - - - - - - OEM Discount - - - - - - - - - Other Expense/(Income) - - - - - - - - - Building Rents/Usage Fees - - - - - - - - - Litigation/Patent Legal Fees - - - - - - - - - Amortization of Financing Cost - - - - - - - - - Restructuring Fees - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 1,979 857 504 3,947 7,287 610 4,881 851 3,878 ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 1,979 857 504 3,947 7,287 610 4,881 851 3,878 ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - OEM Discount - - - - - - - - - Income Tax - - - - - - - - - Other Expense/(Income) - - - - - - - - - MI SBT - - - - - - - - - Restructuring Fees - - - - - - - - - Depreceation & Amortization 546 546 546 546 2,183 319 319 319 319 ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 2,524 1,402 1,050 4,493 9,470 929 5,201 1,170 4,197 ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 2,524 1,402 1,050 4,493 9,470 929 5,201 1,170 4,197 ====== ====== ====== ====== ====== ====== ====== ====== ======
F'CAST F'CAST 2006 2007 2008 ------ ------ ------ REVENUE 44,926 41,043 40,843 VARIABLE COST Material 28,136 26,946 26,849 Scrap - - - Labor 4,043 3,369 3,322 Burden 671 555 547 Adjustment for Restructuring - - - ------ ------ ------ Total Variable Cost 32,850 30,870 30,718 ------ ------ ------ CONTRIBUTION MARGIN 12,076 10,173 10,125 ------ ------ ------ 27% 25% 25% PLANT FIXED COST Third Party Rents & Leases - - - Related Party Rents & Leases 426 426 426 Launch Risk - - - Depreciation 1,278 716 444 Mi SBT - - - Taxes 153 158 158 Fees From Deluxe - - - Restructuring Adj. - Fixed - - - ------ ------ ------ Total Fixed Cost 1,856 1,299 1,027 ------ ------ ------ GROSS MARGIN 10,220 8,874 9,097 ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - Related Party Rents & Leases - - - Mi SBT - - - Taxes - - - Payroll Related Expenses - - - Gainshare - - - Other Utilities and Telephone - - - Insurance - - - Normal Course Professional - - - Maintenance & Supplies - - - Travel & Entertainment - - - Depreciation - - - Other - - - ------ ------ ------ Total SG&A Fixed - - - ------ ------ ------ SG&A VARIABLE Commissions - - - Interest Expense - - - OEM Discount - - - Other Expense/(Income) - - - Building Rents/Usage Fees - - - Litigation/Patent Legal Fees - - - Amortization of Financing Cost - - - Restructuring Fees - - - ------ ------ ------ Total SG&A Variable - - - ------ ------ ------ INCOME BEFORE TAX 10,220 8,874 9,097 ------ ------ ------ Provision for Income Taxes - ------ ------ ------ NET INCOME 10,220 8,874 9,097 ====== ====== ====== EBITDA CALCULATION Add: Interest - - - OEM Discount - - - Income Tax - - - Other Expense/(Income) - - - MI SBT - - - Restructuring Fees - - - Depreceation & Amortization 1,278 716 444 ------ ------ ------ EBITDA 11,498 9,590 9,542 ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ Adjusted EBITDA 11,498 9,590 9,542 ====== ====== ======
21 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 -------- -------- -------- -------- -------- -------- -------- ASSETS CURRENT ASSETS: Cash & Equivalent (0) 1,846 (1) (6) (3) (0) (0) Accounts Receivable: Trade 32,813 30,054 36,905 35,813 37,864 37,219 28,822 Tooling 13,297 11,001 7,285 7,488 6,526 5,769 6,031 Related Party 75,876 77,191 78,904 81,854 85,909 90,002 91,246 Intercompany 36,153 35,325 34,876 35,843 37,321 37,699 36,629 -------- -------- -------- -------- -------- -------- -------- Total Accounts Receivable 158,139 153,571 157,970 160,998 167,619 170,690 162,728 -------- -------- -------- -------- -------- -------- -------- Inventory: Production 22,651 21,627 21,252 24,151 21,355 19,937 20,589 Unbilled Tooling Revenue 8,265 8,861 9,802 11,330 12,362 14,347 15,106 Tooling 12,473 13,067 18,710 17,614 17,605 16,879 15,882 -------- -------- -------- -------- -------- -------- -------- Total Inventory 43,389 43,555 49,764 53,095 51,323 51,164 51,577 -------- -------- -------- -------- -------- -------- -------- Current Deferred Tax Asset 8,585 8,585 9,862 9,862 9,862 5,687 5,687 Prepaid and Other 25,997 26,099 28,586 31,082 35,453 35,018 33,542 -------- -------- -------- -------- -------- -------- -------- TOTAL CURRENT ASSETS 236,109 233,655 246,181 255,031 264,254 262,560 253,534 -------- -------- -------- -------- -------- -------- -------- Property, Plant, & Equipment 376,329 376,668 377,509 375,863 376,316 377,450 377,785 Accumulated Depreciation (217,838) (220,270) (223,002) (225,464) (227,935) (230,238) (232,439) -------- -------- -------- -------- -------- -------- -------- NET PP&E 158,491 156,398 154,508 150,399 148,382 147,212 145,347 -------- -------- -------- -------- -------- -------- -------- Net Goodwill 44,219 44,219 44,219 44,219 44,219 44,219 44,219 Intangible Assets (Net of Goodwill) 8,854 8,651 8,448 8,286 8,088 7,891 7,694 Non-Current Deferred Tax Asset 11,947 14,647 11,874 12,329 12,599 18,502 19,027 Other Non-Current Assets 64,764 61,597 60,618 59,568 58,463 57,315 57,280 Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761 3,761 -------- -------- -------- -------- -------- -------- -------- TOTAL ASSETS 528,145 522,928 529,609 533,594 539,767 541,460 530,861 ======== ======== ======== ======== ======== ======== ========
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 -------- -------- -------- -------- -------- ---------- ASSETS CURRENT ASSETS: Cash & Equivalent (2) (1) (2) (2) 739 739 Accounts Receivable: Trade 25,635 29,934 28,920 26,897 14,537 14,537 Tooling 6,260 17,940 13,247 9,059 10,520 10,520 Related Party 92,088 94,332 94,615 95,703 100,314 100,314 Intercompany 35,534 37,547 38,368 38,685 23,042 23,042 -------- -------- -------- -------- -------- --------- Total Accounts Receivable 159,517 179,753 175,151 170,343 148,413 148,413 -------- -------- -------- -------- -------- --------- Inventory: Production 18,995 18,363 20,400 20,761 19,554 19,554 Unbilled Tooling Revenue 16,387 11,672 12,071 12,594 8,340 8,340 Tooling 15,007 15,559 16,488 18,800 21,912 21,912 -------- -------- -------- -------- -------- --------- Total Inventory 50,389 45,594 48,959 52,155 49,806 49,806 -------- -------- -------- -------- -------- --------- Current Deferred Tax Asset 5,687 6,797 6,797 6,797 6,797 6,797 Prepaid and Other 33,701 33,702 31,299 30,772 28,741 28,741 -------- -------- -------- -------- -------- --------- TOTAL CURRENT ASSETS 249,293 265,846 262,204 260,065 234,496 234,496 -------- -------- -------- -------- -------- --------- Property, Plant, & Equipment 378,413 379,780 380,772 385,654 387,783 387,783 Accumulated Depreciation (234,698) (237,007) (239,183) (241,480) (241,574) (241,574) -------- -------- -------- -------- -------- --------- NET PP&E 143,715 142,773 141,590 144,174 146,209 146,209 -------- -------- -------- -------- -------- --------- Net Goodwill 44,219 44,219 44,219 44,219 - - Intangible Assets (Net of Goodwill) 9,537 9,337 9,297 8,984 8,658 8,658 Non-Current Deferred Tax Asset 19,552 20,530 21,530 21,793 9,917 9,917 Other Non-Current Assets 56,867 55,688 55,165 51,716 49,908 49,908 Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761 -------- -------- -------- -------- -------- --------- TOTAL ASSETS 526,944 542,155 537,766 534,712 452,949 452,949 ======== ======== ======== ======== ======== =========
22 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES & EQUITY CURRENT LIABILITIES: Accounts Payable 67,515 64,840 68,565 79,236 79,683 77,203 76,899 Accrued Liabilities: Interest 32,744 36,202 40,503 40,441 40,529 40,854 40,442 Commission & Rent 14,414 13,472 14,994 14,991 15,015 14,992 14,907 Inventory - - - - - - - Other 12,597 12,366 21,955 21,657 21,513 21,247 21,592 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Accrued Liabilities 59,756 62,040 77,452 77,089 77,057 77,094 76,941 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 127,272 126,880 146,017 156,325 156,740 154,296 153,839 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LONG TERM DEBT: Line of Credit - - - - 5,209 7,968 10,988 Term Loan 425,859 425,851 424,342 424,456 424,587 424,633 424,671 Bond Debt 455,000 455,000 455,000 455,000 455,000 455,000 455,000 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LONG TERM DEBT 880,859 880,851 879,342 879,456 884,796 887,601 890,659 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Accrued Pension & Other Non-current 26,461 27,376 34,809 35,364 36,262 36,635 37,533 Deferred Tax Liability 18,632 18,632 18,093 18,093 18,093 17,562 17,562 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITY 1,053,224 1,053,739 1,078,261 1,089,237 1,095,891 1,096,094 1,099,594 ---------- ---------- ---------- ---------- ---------- ---------- ---------- EQUITY Common Stock - - - - - - - Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 15,425 Related Party Receivable Preferred Stock - - - - - - - Cumulative Foreign Currency Adjustment (2,153) (2,090) (2,048) (1,990) (1,849) (1,811) (2,268) Retained Earnings (538,350) (544,146) (562,029) (569,078) (569,699) (568,249) (581,890) ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL EQUITY (525,078) (530,811) (548,652) (555,643) (556,123) (554,635) (568,733) ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES & EQUITY 528,145 522,928 529,609 533,594 539,767 541,460 530,861 ========== ========== ========== ========== ========== ========== ========== 0 0 (0) (0) (0) 0 0
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES & EQUITY CURRENT LIABILITIES: Accounts Payable 72,144 76,223 74,198 75,100 73,192 73,192 Accrued Liabilities: Interest 40,386 40,470 40,517 42,504 44,536 44,536 Commission & Rent 14,839 14,825 14,799 14,017 16,749 16,749 Inventory - - - - - - Other 21,089 20,324 20,873 21,028 19,645 19,645 ---------- ---------- ---------- ---------- ---------- ---------- Total Accrued Liabilities 76,314 75,618 76,188 77,548 80,930 80,930 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 148,458 151,841 150,386 152,648 154,121 154,121 ---------- ---------- ---------- ---------- ---------- ---------- LONG TERM DEBT: Line of Credit 17,830 29,055 30,193 30,635 28,062 28,062 Term Loan 424,718 424,782 424,832 424,889 424,940 424,940 Bond Debt 455,000 455,000 455,000 455,000 455,000 455,000 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LONG TERM DEBT 897,548 908,837 910,025 910,524 908,002 908,002 ---------- ---------- ---------- ---------- ---------- ---------- Accrued Pension & Other Non-current 38,432 38,640 39,532 40,423 37,432 37,432 Deferred Tax Liability 17,562 16,714 16,714 16,714 16,714 16,714 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITY 1,102,000 1,116,032 1,116,657 1,120,309 1,116,270 1,116,270 ---------- ---------- ---------- ---------- ---------- ---------- EQUITY Common Stock - - - - - - Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 Related Party Receivable Preferred Stock - - - - - - Cumulative Foreign Currency Adjustment (2,152) (1,774) (1,659) (1,638) (2,294) (2,294) Retained Earnings (588,329) (587,528) (592,657) (599,383) (676,452) (676,452) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL EQUITY (575,056) (573,877) (578,891) (585,596) (663,321) (663,321) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES & EQUITY 526,944 542,155 537,766 534,713 452,949 452,949 ========== ========== ========== ========== ========== ========== (0) 0 0 (0) (0) (0)
23 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 -------- -------- -------- -------- -------- -------- -------- ASSETS CURRENT ASSETS: Cash & Equivalent 0 0 (1) (0) - 0 - Accounts Receivable: Trade 21,044 20,560 21,594 17,029 18,193 18,214 17,558 Tooling 10,320 11,452 12,201 9,311 16,347 15,304 9,937 Related Party 101,097 101,658 103,131 103,024 104,886 106,451 107,258 Intercompany 23,201 25,171 24,812 24,812 24,812 24,812 24,812 -------- -------- -------- -------- -------- -------- -------- Total Accounts Receivable 155,662 158,841 161,738 154,176 164,239 164,781 159,564 -------- -------- -------- -------- -------- -------- -------- Inventory: Production 20,992 21,510 20,927 23,737 23,179 21,265 19,128 Unbilled Tooling Revenue 8,077 9,813 10,208 8,763 3,672 2,912 12,742 Tooling 23,803 24,312 20,818 23,225 21,324 24,307 27,862 -------- -------- -------- -------- -------- -------- -------- Total Inventory 52,872 55,635 51,953 55,725 48,175 48,484 59,732 -------- -------- -------- -------- -------- -------- -------- Current Deferred Tax Asset 6,797 6,797 6,797 6,797 6,797 6,797 6,797 Prepaid and Other 28,111 27,253 28,677 28,677 28,677 28,677 28,677 -------- -------- -------- -------- -------- -------- -------- TOTAL CURRENT ASSETS 243,442 248,526 249,165 245,375 247,888 248,739 254,771 -------- -------- -------- -------- -------- -------- -------- Property, Plant, & Equipment 389,322 392,056 394,495 399,342 403,720 407,052 407,552 Accumulated Depreciation (243,545) (245,525) (247,571) (249,955) (252,347) (254,750) (257,111) -------- -------- -------- -------- -------- -------- -------- NET PP&E 145,777 146,531 146,923 149,388 151,373 152,303 150,442 -------- -------- -------- -------- -------- -------- -------- Net Goodwill - - - - - - - Intangible Assets (Net of Goodwill) 8,483 8,308 8,132 7,956 7,780 7,604 7,427 Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 9,917 9,917 9,917 Other Non-Current Assets 48,917 48,067 46,512 46,026 45,540 45,055 44,569 Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761 3,761 -------- -------- -------- -------- -------- -------- -------- TOTAL ASSETS 460,295 465,110 464,409 462,422 466,258 467,377 470,886 ======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 -------- -------- -------- -------- -------- ---------- ASSETS CURRENT ASSETS: Cash & Equivalent - - - - - - Accounts Receivable: Trade 18,634 19,501 22,085 20,098 19,900 19,900 Tooling 11,936 11,975 6,188 5,823 9,643 9,643 Related Party 108,638 110,591 111,687 113,600 114,533 114,533 Intercompany 24,812 24,812 24,812 24,812 24,812 24,812 -------- -------- -------- -------- -------- ---------- Total Accounts Receivable 164,020 166,879 164,771 164,333 168,888 168,888 -------- -------- -------- -------- -------- ---------- Inventory: Production 19,693 21,926 26,646 26,908 25,477 25,477 Unbilled Tooling Revenue 12,605 12,403 12,403 14,930 21,947 21,947 Tooling 28,603 29,022 31,766 33,060 25,289 25,289 -------- -------- -------- -------- -------- ---------- Total Inventory 60,901 63,351 70,814 74,897 72,713 72,713 -------- -------- -------- -------- -------- ---------- Current Deferred Tax Asset 6,797 6,797 6,797 6,797 6,797 6,797 Prepaid and Other 28,677 28,677 28,677 28,677 28,677 28,677 -------- -------- -------- -------- -------- ---------- TOTAL CURRENT ASSETS 260,395 265,704 271,060 274,705 277,075 277,075 -------- -------- -------- -------- -------- ---------- Property, Plant, & Equipment 407,552 407,602 407,602 407,602 410,152 410,152 Accumulated Depreciation (259,416) (261,722) (264,031) (266,340) (268,650) (268,650) -------- -------- -------- -------- -------- ---------- NET PP&E 148,136 145,880 143,571 141,262 141,502 141,502 -------- -------- -------- -------- -------- ---------- Net Goodwill - - - - - - Intangible Assets (Net of Goodwill) 7,251 7,075 6,899 6,723 6,546 6,546 Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 9,917 9,917 Other Non-Current Assets 44,083 43,598 43,112 42,626 42,141 42,141 Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761 -------- -------- -------- -------- -------- ---------- TOTAL ASSETS 473,543 475,934 478,319 478,993 480,942 480,942 ======== ======== ======== ======== ======== ==========
24 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES & EQUITY CURRENT LIABILITIES: Accounts Payable 73,356 76,948 74,660 79,646 79,663 10,366 10,983 Accrued Liabilities: Interest 46,192 48,263 50,485 52,529 54,573 2,031 4,205 Commission & Rent 17,779 16,856 16,874 17,657 18,441 19,224 20,007 Inventory - - - - - - - Other 21,740 21,600 21,747 23,178 24,975 8,865 8,806 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Accrued Liabilities 85,711 86,720 89,106 93,365 97,989 30,120 33,018 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 159,067 163,668 163,767 173,011 177,652 40,486 44,001 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LONG TERM DEBT: Line of Credit 39,096 42,543 45,010 39,682 42,649 3,662 14,596 Term Loan 424,977 424,977 425,057 425,057 425,057 340,125 340,125 Bond Debt 455,000 455,000 455,000 455,000 455,000 - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LONG TERM DEBT 919,073 922,520 925,067 919,739 922,706 343,787 354,721 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Accrued Pension & Other Non-current 38,324 39,133 39,891 39,833 39,775 36,167 36,109 Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714 16,714 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITY 1,133,178 1,142,035 1,145,439 1,149,298 1,156,847 437,154 451,545 ---------- ---------- ---------- ---------- ---------- ---------- ---------- EQUITY Common Stock - - - - - 561,991 561,991 Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 15,425 Related Party Receivable Preferred Stock - - - - - 175,000 175,000 Cumulative Foreign Currency Adjustment (2,376) (2,397) (2,390) (2,390) (2,390) (2,390) (2,390) Retained Earnings (685,932) (689,953) (694,065) (699,911) (703,624) (719,803) (730,685) ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL EQUITY (672,882) (676,924) (681,030) (686,876) (690,589) 30,223 19,341 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES & EQUITY 460,296 465,110 464,409 462,422 466,258 467,377 470,886 ========== ========== ========== ========== ========== ========== ========== (0) 0 (0) (0) (0) (0) (0)
F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES & EQUITY CURRENT LIABILITIES: Accounts Payable 11,366 12,804 13,837 14,038 13,180 13,180 Accrued Liabilities: Interest 6,380 8,554 10,815 13,077 13,030 13,030 Commission & Rent 20,790 21,574 22,357 23,140 23,974 23,974 Inventory - - - - - - Other 7,635 8,114 8,055 8,534 9,013 9,013 ---------- ---------- ---------- ---------- ---------- ---------- Total Accrued Liabilities 34,805 38,242 41,227 44,751 46,017 46,017 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 46,172 51,046 55,065 58,789 59,197 59,197 ---------- ---------- ---------- ---------- ---------- ---------- LONG TERM DEBT: Line of Credit 17,023 13,681 13,251 11,854 11,169 11,169 Term Loan 340,125 340,125 340,125 340,125 342,459 342,459 Bond Debt - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LONG TERM DEBT 357,148 353,807 353,376 351,980 353,628 353,628 ---------- ---------- ---------- ---------- ---------- ---------- Accrued Pension & Other Non-current 36,051 35,193 35,135 35,077 33,019 33,019 Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITY 456,086 456,759 460,290 462,560 462,558 462,558 ---------- ---------- ---------- ---------- ---------- ---------- EQUITY Common Stock 561,991 561,991 561,991 561,991 561,991 561,991 Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 Related Party Receivable Preferred Stock 175,000 175,000 175,000 175,000 201,250 201,250 Cumulative Foreign Currency Adjustment (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) Retained Earnings (732,569) (730,852) (731,998) (733,594) (757,892) (757,892) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL EQUITY 17,458 19,175 18,028 16,432 18,384 18,384 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES & EQUITY 473,543 475,934 478,319 478,993 480,942 480,942 ========== ========== ========== ========== ========== ========== (0) (0) (0) (0) (0) (0)
25 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 -------- -------- -------- -------- ASSETS CURRENT ASSETS: Cash & Equivalent (0) (0) (0) 9,962 Accounts Receivable: Trade 21,309 20,117 18,620 18,262 Tooling 16,697 8,276 14,802 6,120 Related Party 118,712 116,778 116,233 96,443 Intercompany 24,812 24,812 24,812 24,812 -------- -------- -------- -------- Total Accounts Receivable 181,530 169,982 174,467 145,636 -------- -------- -------- -------- Inventory: Production 26,980 26,391 21,962 22,635 Unbilled Tooling Revenue 16,660 18,694 18,694 32,643 Tooling 27,770 34,092 36,638 29,839 -------- -------- -------- -------- Total Inventory 71,409 79,177 77,295 85,117 -------- -------- -------- -------- Current Deferred Tax Asset 6,797 6,797 6,797 6,797 Prepaid and Other 28,677 28,677 28,677 28,677 -------- -------- -------- -------- TOTAL CURRENT ASSETS 288,414 284,634 287,236 276,189 -------- -------- -------- -------- Property, Plant, & Equipment 418,615 423,077 427,540 432,002 Accumulated Depreciation (275,172) (281,695) (288,217) (294,739) -------- -------- -------- -------- NET PP&E 143,442 141,383 139,323 137,263 -------- -------- -------- -------- Net Goodwill - - - - Intangible Assets (Net of Goodwill) 6,054 5,561 5,069 4,576 Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 Other Non-Current Assets 34,272 32,815 31,358 29,901 Investment In Subsidiaries 3,761 3,761 3,761 3,761 -------- -------- -------- -------- TOTAL ASSETS 485,859 478,070 476,663 461,606 ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ---------- -------- -------- -------- -------- ASSETS CURRENT ASSETS: Cash & Equivalent 9,962 22,465 10,614 8,523 15,416 Accounts Receivable: Trade 18,262 20,230 18,780 17,585 17,932 Tooling 6,120 13,660 5,160 17,160 5,160 Related Party 96,443 93,002 95,883 94,620 96,936 Intercompany 24,812 24,812 24,812 24,812 24,812 ---------- -------- -------- -------- -------- Total Accounts Receivable 145,636 151,703 144,635 154,177 144,840 ---------- -------- -------- -------- -------- Inventory: Production 22,635 25,399 24,067 20,763 22,793 Unbilled Tooling Revenue 32,643 8,143 27,448 10,343 25,343 Tooling 29,839 38,285 25,387 28,018 17,544 ---------- -------- -------- -------- -------- Total Inventory 85,117 71,827 76,903 59,125 65,680 ---------- -------- -------- -------- -------- Current Deferred Tax Asset 6,797 6,797 6,797 6,797 6,797 Prepaid and Other 28,677 28,677 28,677 28,677 28,677 ---------- -------- -------- -------- -------- TOTAL CURRENT ASSETS 276,189 281,470 267,626 257,299 261,410 ---------- -------- -------- -------- -------- Property, Plant, & Equipment 432,002 436,465 460,927 465,390 469,852 Accumulated Depreciation (294,739) (301,047) (307,355) (313,663) (319,971) ---------- -------- -------- -------- -------- NET PP&E 137,263 135,417 153,572 151,726 149,881 ---------- -------- -------- -------- -------- Net Goodwill - - - - - Intangible Assets (Net of Goodwill) 4,576 4,121 3,665 3,210 2,754 Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 9,917 Other Non-Current Assets 29,901 28,444 26,987 25,530 24,073 Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 ---------- -------- -------- -------- -------- TOTAL ASSETS 461,606 463,130 465,528 451,443 451,795 ========== ======== ======== ======== ========
F'CAST F'CAST 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- ASSETS CURRENT ASSETS: Cash & Equivalent 15,416 7,243 8,361 Accounts Receivable: Trade 17,932 36,215 33,850 Tooling 5,160 5,160 5,160 Related Party 96,936 97,068 96,611 Intercompany 24,812 24,812 24,812 ---------- ---------- ---------- Total Accounts Receivable 144,840 163,255 160,433 ---------- ---------- ---------- Inventory: Production 22,793 24,144 22,417 Unbilled Tooling Revenue 25,343 25,643 25,643 Tooling 17,544 16,126 15,367 ---------- ---------- ---------- Total Inventory 65,680 65,913 63,427 ---------- ---------- ---------- Current Deferred Tax Asset 6,797 6,797 6,797 Prepaid and Other 28,677 28,677 28,677 ---------- ---------- ---------- TOTAL CURRENT ASSETS 261,410 271,886 267,695 ---------- ---------- ---------- Property, Plant, & Equipment 469,852 487,702 505,552 Accumulated Depreciation (319,971) (344,854) (369,282) ---------- ---------- ---------- NET PP&E 149,881 142,849 136,270 ---------- ---------- ---------- Net Goodwill - - - Intangible Assets (Net of Goodwill) 2,754 1,886 1,536 Non-Current Deferred Tax Asset 9,917 9,917 9,917 Other Non-Current Assets 24,073 18,245 12,418 Investment In Subsidiaries 3,761 3,761 3,761 ---------- ---------- ---------- TOTAL ASSETS 451,795 448,543 431,596 ========== ========== ==========
26 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES & EQUITY CURRENT LIABILITIES: Accounts Payable 13,838 28,443 24,830 23,549 23,549 26,065 Accrued Liabilities: Interest 19,891 2,010 3,057 0 0 1,131 Commission & Rent 26,374 28,774 31,174 33,573 33,573 35,973 Inventory - - - - - - Other 8,148 9,074 8,148 9,074 9,074 8,165 ---------- ---------- ---------- ---------- ---------- ---------- Total Accrued Liabilities 54,413 39,858 42,379 42,648 42,648 45,269 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 68,251 68,300 67,209 66,197 66,197 71,334 ---------- ---------- ---------- ---------- ---------- ---------- LONG TERM DEBT: Line of Credit 5,962 8,928 14,426 - - - Term Loan 342,459 332,333 332,333 336,520 336,520 336,520 Bond Debt - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LONG TERM DEBT 348,421 341,261 346,759 336,520 336,520 336,520 ---------- ---------- ---------- ---------- ---------- ---------- Accrued Pension & Other Non-current 32,545 32,071 31,597 29,123 29,123 28,765 Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITY 465,931 458,347 462,279 448,554 448,554 453,334 ---------- ---------- ---------- ---------- ---------- ---------- EQUITY Common Stock 561,991 561,991 561,991 561,991 561,991 561,991 Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 Related Party Receivable Preferred Stock 201,250 201,250 201,250 241,500 241,500 241,500 Cumulative Foreign Currency Adjustment (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) Retained Earnings (756,348) (756,552) (761,893) (803,474) (803,474) (806,730) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL EQUITY 19,928 19,724 14,383 13,052 13,052 9,796 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES & EQUITY 485,859 478,070 476,663 461,607 461,607 463,130 ========== ========== ========== ========== ========== ========== (0) (0) (0) (0) (0) (0) F'CAST F'CAST F'CAST F'CAST F'CAST JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- ---------- ---------- ---------- LIABILITIES & EQUITY CURRENT LIABILITIES: Accounts Payable 25,558 20,083 21,864 21,864 24,061 21,763 Accrued Liabilities: Interest 2,261 3,392 91 91 482 903 Commission & Rent 38,373 40,773 43,173 43,173 52,773 62,373 Inventory - - - - - - Other 9,118 8,165 9,118 9,118 9,118 9,118 ---------- ---------- ---------- ---------- ---------- ---------- Total Accrued Liabilities 49,753 52,330 52,382 52,382 62,373 72,394 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 75,311 72,413 74,247 74,247 86,434 94,157 ---------- ---------- ---------- ---------- ---------- ---------- LONG TERM DEBT: Line of Credit - - - - - - Term Loan 336,520 336,520 341,042 341,042 345,925 351,199 Bond Debt - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LONG TERM DEBT 336,520 336,520 341,042 341,042 345,925 351,199 ---------- ---------- ---------- ---------- ---------- ---------- Accrued Pension & Other Non-current 28,465 28,165 27,865 27,865 26,665 25,465 Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITY 457,010 453,813 459,868 459,868 475,738 487,536 ---------- ---------- ---------- ---------- ---------- ---------- EQUITY Common Stock 561,991 561,991 561,991 561,991 561,991 561,991 Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 Related Party Receivable Preferred Stock 241,500 241,500 289,800 289,800 347,760 417,312 Cumulative Foreign Currency Adjustment (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) Retained Earnings (808,009) (818,896) (872,898) (872,898) (949,981) (1,048,277) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL EQUITY 8,518 (2,370) (8,072) (8,072) (27,195) (55,939) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES & EQUITY 465,528 451,443 451,796 451,796 448,543 431,597 ========== ========== ========== ========== ========== ========== (0) (0) (0) (0) (0) (0)
27 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 -------- -------- -------- -------- -------- -------- -------- OPERATING ACTIVITIES Net Income (4,156) (5,792) (17,884) (7,050) (621) 1,452 (13,640) Adjustments: Depreciation 2,485 2,432 2,731 2,462 2,471 2,303 2,201 Amortization - Goodwill - - - - - - - Amortization - Intangibles (Net of Goodwill) 189 203 203 162 197 197 197 Deferred Taxes (1,900) (2,700) 957 (455) (270) (2,259) (525) Change in assets & liabilities: Accounts Receivable: Trade (15,020) 2,759 (6,851) 1,092 (2,051) 645 8,398 Tooling 5,272 2,297 3,716 (203) 962 756 (262) Related Party (1,991) (1,315) (1,713) (2,950) (4,055) (4,094) (1,244) Intercompany (1,394) 828 449 (967) (1,478) (378) 1,070 Noncurrent (31,008) 2,175 - - - - - Inventory: Production 17 1,024 375 (2,899) 2,796 1,418 (652) Tooling 995 (595) (5,643) 1,096 9 726 998 Unbilled Tooling Revenue (8,960) (596) (941) (1,527) (1,033) (1,985) (759) Prepaid & Other 2,015 (102) (2,487) (2,496) (4,371) 435 1,476 Accounts Payable Post-Petition - - - 10,671 447 (2,480) (304) Pre-Petition 5,313 (2,676) 3,726 - - - - Accruals: Interest 6,099 3,458 4,301 (63) 88 326 (413) Commission & Rent 942 (942) 1,522 (3) 24 (23) (85) Inventory - - - - - - - Other Accruals (1,538) (231) 9,588 (298) (144) (266) 345 Other 35,798 1,906 8,412 1,605 2,003 1,521 933 -------- -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (6,843) 2,134 460 (1,824) (5,024) (1,706) (2,265) -------- -------- -------- -------- -------- -------- -------- INVESTING ACTIVITIES Capital Expenditures (363) (339) (841) 1,646 (454) (1,134) (335) Investment in Subsidiaries 0 - - - - - - Change in Goodwill - - - - - - - Other -------- -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (362) (339) (841) 1,646 (454) (1,134) (335) -------- -------- -------- -------- -------- -------- -------- ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 -------- -------- -------- -------- -------- ---------- OPERATING ACTIVITIES Net Income (6,439) 800 (5,127) (6,728) (77,069) (142,254) Adjustments: Depreciation 2,260 2,309 2,176 2,297 94 26,220 Amortization - Goodwill - - - - - - Amortization - Intangibles (Net of Goodwill) (1,843) 200 41 312 326 385 Deferred Taxes (525) (2,937) (1,000) (263) 11,876 (0) Change in assets & liabilities: Accounts Receivable: Trade 3,186 (4,299) 1,014 2,024 12,360 3,255 Tooling (228) (11,681) 4,693 4,188 (1,461) 8,050 Related Party (842) (2,243) (284) (1,088) (4,610) (26,429) Intercompany 1,096 (2,014) (821) (316) 15,642 11,717 Noncurrent - - - - - (28,833) Inventory: Production 1,594 633 (2,037) (361) 1,207 3,114 Tooling 875 (552) (929) (2,312) (3,112) (8,445) Unbilled Tooling Revenue (1,281) 4,715 (399) (523) 4,254 (9,035) Prepaid & Other (159) (1) 2,404 527 2,031 (729) Accounts Payable - Post-Petition (4,755) 4,079 (2,025) 902 (1,909) 4,626 Pre-Petition - - - - - 6,363 Accruals: Interest (56) 84 47 1,987 2,033 17,890 Commission & Rent (68) (15) (26) (782) 2,732 3,277 Inventory - - - - - - Other Accruals (503) (765) 549 155 (1,383) 5,510 Other 1,311 1,387 1,415 4,341 (1,182) 59,451 -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (6,378) (10,301) (309) 4,360 (38,171) (65,866) -------- -------- -------- -------- -------- -------- INVESTING ACTIVITIES Capital Expenditures (628) (1,367) (992) (4,881) (2,129) (11,817) Investment in Subsidiaries - - - - - 0 Change in Goodwill - - - - 44,219 44,219 Other - -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (628) (1,367) (992) (4,881) 42,090 32,403 -------- -------- -------- -------- -------- --------
28 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 -------- -------- -------- -------- -------- -------- -------- FINANCING ACTIVITIES Proceeds from long term debt - - - 114 5,340 2,808 3,061 Principal Payments of long term debt (4) (8) (1,509) - - (3) (3) PIK Interest - - - - - - - Restructuring: Restructured Bond Interest - - - - - - - Conversion of Bond Debt - - - - - - - Restructure of Trade Debt - - - - - - - Conversion of Senior Debt - - - - - - - Proceeds from Exit Financing Other -------- -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES (4) (8) (1,509) 114 5,340 2,805 3,058 -------- -------- -------- -------- -------- -------- -------- EFFECT OF EXCHANGE RATE 79 59 43 58 141 37 (459) -------- -------- -------- -------- -------- -------- -------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (7,130) 1,847 (1,847) (5) 3 3 (0) ======== ======== ======== ======== ======== ======== ======== CASH & EQUIVALENTS - Beginning of Period 7,130 (0) 1,846 (1) (6) (3) (0) -------- -------- -------- -------- -------- -------- -------- CASH & EQUIVALENTS - End of Period (0) 1,846 (1) (6) (3) (0) (0) ======== ======== ======== ======== ======== ======== ======== ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 -------- -------- -------- -------- -------- ---------- FINANCING ACTIVITIES Proceeds from long term debt 6,892 11,289 1,188 499 51 31,242 Principal Payments of long term debt (3) - - - (2,573) (4,103) PIK Interest - - - - - - Restructuring: Restructured Bond Interest - - - - - - Conversion of Bond Debt - - - - - - Restructure of Trade Debt - - - - - - Conversion of Senior Debt - - - - - - Proceeds from Exit Financing - Other - -------- -------- -------- -------- -------- ---------- CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES 6,889 11,289 1,188 499 (2,522) 27,139 -------- -------- -------- -------- -------- ---------- EFFECT OF EXCHANGE RATE 116 379 112 22 (655) (67) -------- -------- -------- -------- -------- ---------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (1) 1 (1) (1) 742 (6,391) ======== ======== ======== ======== ======== ========== CASH & EQUIVALENTS - Beginning of Period (0) (2) (1) (2) (2) 7,130 -------- -------- -------- -------- -------- ---------- CASH & EQUIVALENTS - End of Period (2) (1) (2) (2) 739 739 ======== ======== ======== ======== ======== ==========
29 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 -------- -------- -------- -------- -------- -------- -------- OPERATING ACTIVITIES Net Income (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) Adjustments: Depreciation 1,971 1,980 2,047 2,383 2,392 2,402 2,361 Amortization - Goodwill - - - - - - - Amortization - Intangibles (Net of Goodwill) 175 175 175 176 176 176 176 Deferred Taxes - - - - - - - Change in assets & liabilities: Accounts Receivable: Trade (6,507) 484 (1,033) 4,565 (1,164) (21) 656 Tooling 200 (1,132) (749) 2,890 (7,036) 1,043 5,368 Related Party (783) (561) (1,474) 108 (1,863) (1,564) (807) Intercompany (158) (1,971) 359 - - - - Noncurrent - - - - - - - Inventory: Production (1,439) (518) 583 (2,810) 558 1,914 2,137 Tooling (1,891) (509) 3,494 (2,407) 1,901 (2,982) (3,555) Unbilled Tooling Revenue 263 (1,736) (395) 1,445 5,091 759 (9,830) Prepaid & Other 630 858 (1,424) - - - - Accounts Payable Post-Petition 165 3,592 (2,288) 4,986 17 (732) 617 Pre-Petition 0 - - - - (68,565) - Accruals: Interest 1,656 2,072 2,222 2,044 2,044 (14,116) 2,174 Commission & Rent 1,030 (923) 17 783 783 783 783 Inventory - - - - - - - Other Accruals 2,095 (140) 147 1,431 1,796 (16,110) (59) Other 1,883 1,658 2,314 428 428 (3,122) 428 -------- -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (10,190) (692) (116) 10,176 1,411 (116,314) (10,434) -------- -------- -------- -------- -------- -------- -------- INVESTING ACTIVITIES Capital Expenditures (1,539) (2,734) (2,439) (4,848) (4,378) (3,332) (500) Investment in Subsidiaries - - - - - - - Change in Goodwill - - - - - - - Other -------- -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (1,539) (2,734) (2,439) (4,848) (4,378) (3,332) (500) -------- -------- -------- -------- -------- -------- -------- F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 -------- -------- -------- -------- -------- ---------- OPERATING ACTIVITIES Net Income (1,883) 1,717 (1,146) (1,596) 1,951 (55,190) Adjustments: Depreciation 2,306 2,306 2,309 2,309 2,310 27,076 Amortization - Goodwill - - - - - - Amortization - Intangibles (Net of Goodwill) 176 176 176 176 176 2,112 Deferred Taxes - - - - - - Change in assets & liabilities: Accounts Receivable: Trade (1,076) (867) (2,584) 1,987 198 (5,363) Tooling (1,999) (39) 5,787 365 (3,820) 877 Related Party (1,380) (1,953) (1,095) (1,913) (933) (14,219) Intercompany - - - - - (1,770) Noncurrent - - - - - - Inventory: Production (565) (2,233) (4,720) (262) 1,431 (5,923) Tooling (741) (419) (2,744) (1,294) 7,771 (3,377) Unbilled Tooling Revenue 137 202 - (2,527) (7,017) (13,607) Prepaid & Other - - - - - 63 Accounts Payable - Post-Petition 384 1,437 1,034 201 (858) 8,554 Pre-Petition - - - - - (68,565) Accruals: Interest 2,174 2,174 2,262 2,262 2,287 9,253 Commission & Rent 783 783 783 783 833 7,225 Inventory - - - - - - Other Accruals (1,170) 479 (59) 479 479 (10,632) Other 428 (372) 428 428 (1,572) 3,354 -------- -------- -------- -------- -------- ---------- CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (2,427) 3,392 431 1,396 3,235 (120,132) -------- -------- -------- -------- -------- ---------- INVESTING ACTIVITIES Capital Expenditures - (50) - - (2,550) (22,369) Investment in Subsidiaries - - - - - - Change in Goodwill - - - - - - Other - -------- -------- -------- -------- -------- ---------- CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES - (50) - - (2,550) (22,369) -------- -------- -------- -------- -------- ----------
30 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 -------- -------- -------- -------- -------- -------- -------- FINANCING ACTIVITIES Proceeds from long term debt 11,071 3,447 2,547 - 2,967 340,125 10,934 Principal Payments of long term debt - - - (5,328) - (919,045) - PIK Interest - - - - - - - Restructuring: Restructured Bond Interest - - - - - - - Conversion of Bond Debt - - - - - 455,000 - Restructure of Trade Debt - - - - - 68,565 - Conversion of Senior Debt - - - - - 175,000 - Proceeds from Exit Financing Other -------- -------- -------- -------- -------- -------- -------- CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES 11,071 3,447 2,547 (5,328) 2,967 119,646 10,934 -------- -------- -------- -------- -------- -------- -------- EFFECT OF EXCHANGE RATE (82) (21) 7 - - - - -------- -------- -------- -------- -------- -------- -------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (739) (0) (1) 1 0 0 (0) ======== ======== ======== ======== ======== ======== ======== CASH & EQUIVALENTS - Beginning of Period 739 0 0 (1) (0) - 0 -------- -------- -------- -------- -------- -------- -------- CASH & EQUIVALENTS - End of Period 0 0 (1) (0) - 0 - ======== ======== ======== ======== ======== ======== ======== F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 -------- -------- -------- -------- -------- ---------- FINANCING ACTIVITIES Proceeds from long term debt 2,427 - - - - 373,519 Principal Payments of long term debt - (3,342) (431) (1,396) (685) (930,226) PIK Interest - - - - - - Restructuring: Restructured Bond Interest - - - - - - Conversion of Bond Debt - - - - - 455,000 Restructure of Trade Debt - - - - - 68,565 Conversion of Senior Debt - - - - - 175,000 Proceeds from Exit Financing - Other - -------- -------- -------- -------- -------- ---------- CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES 2,427 (3,342) (431) (1,396) (685) 141,858 -------- -------- -------- -------- -------- ---------- EFFECT OF EXCHANGE RATE - - - - - (96) -------- -------- -------- -------- -------- ---------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS - - - - - (739) ======== ======== ======== ======== ======== ========== CASH & EQUIVALENTS - Beginning of Period - - - - - 739 -------- -------- -------- -------- -------- ---------- CASH & EQUIVALENTS - End of Period - - - - - (0) ======== ======== ======== ======== ======== ==========
31 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 -------- -------- -------- -------- ---------- -------- OPERATING ACTIVITIES Net Income 1,544 (204) (5,340) (1,331) (5,331) (3,256) Adjustments: Depreciation 6,522 6,522 6,522 6,522 26,090 6,308 Amortization - Goodwill - - - - - - Amortization - Intangibles (Net of Goodwill) 492 492 492 492 1,970 456 Deferred Taxes - - - - - - Change in assets & liabilities: Accounts Receivable: Trade (1,409) 1,192 1,497 358 1,639 (1,968) Tooling (7,054) 8,421 (6,526) 8,682 3,523 (7,540) Related Party (4,179) 1,935 545 19,790 18,090 3,441 Intercompany - - - - - - Noncurrent 6,412 - - - 6,412 - Inventory: Production (1,503) 588 4,429 (672) 2,842 (2,764) Tooling (2,480) (6,322) (2,546) 6,800 (4,549) (8,446) Unbilled Tooling Revenue 5,287 (2,034) - (13,950) (10,697) 24,500 Prepaid & Other - - - - - - Accounts Payable - Post-Petition 658 14,604 (3,613) (1,281) 10,369 2,516 Pre-Petition - - - - - - Accruals: Interest 6,861 (17,881) 1,047 1,130 (8,843) 1,130 Commission & Rent 2,400 2,400 2,400 2,400 9,600 2,400 Inventory - - - - - - Other Accruals (864) 925 (925) 925 61 (909) Other 983 983 983 (1,017) 1,932 1,099 -------- -------- -------- -------- ---------- -------- CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES 13,670 11,622 (1,036) 28,850 53,106 16,966 -------- -------- -------- -------- ---------- -------- INVESTING ACTIVITIES Capital Expenditures (8,463) (4,463) (4,463) (4,463) (21,850) (4,463) Investment in Subsidiaries - - - - - - Change in Goodwill - - - - - - Other - -------- -------- -------- -------- ---------- -------- CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (8,463) (4,463) (4,463) (4,463) (21,850) (4,463) -------- -------- -------- -------- ---------- -------- F'CAST F'CAST F'CAST F'CAST F'CAST JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 -------- -------- -------- ---------- ---------- ---------- OPERATING ACTIVITIES Net Income (1,279) (10,888) (5,702) (21,125) (19,123) (28,744) Adjustments: Depreciation 6,308 6,308 6,308 25,232 24,882 24,429 Amortization - Goodwill - - - - - - Amortization - Intangibles (Net of Goodwill) 456 456 456 1,822 869 349 Deferred Taxes - - - - - - Change in assets & liabilities: Accounts Receivable: Trade 1,450 1,194 (346) 330 (18,283) 2,365 Tooling 8,500 (12,000) 12,000 960 - - Related Party (2,882) 1,263 (2,316) (493) (133) 458 Intercompany - - - - - - Noncurrent - - - - - - Inventory: Production 1,332 3,304 (2,030) (158) (1,351) 1,727 Tooling 12,898 (2,631) 10,474 12,295 1,418 759 Unbilled Tooling Revenue (19,305) 17,105 (15,000) 7,300 (300) - Prepaid & Other - - - - - - Accounts Payable - Post-Petition (507) (5,475) 1,781 (1,685) 2,197 (2,298) Pre-Petition - - - - - - Accruals: Interest 1,130 1,130 1,221 4,612 5,274 5,696 Commission & Rent 2,400 2,400 2,400 9,600 9,600 9,600 Inventory - - - - - - Other Accruals 953 (953) 953 44 - - Other 1,157 1,157 1,157 4,570 4,628 4,628 -------- -------- -------- ---------- ---------- ---------- CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES 12,611 2,371 11,356 43,304 9,677 18,968 -------- -------- -------- ---------- ---------- ---------- INVESTING ACTIVITIES Capital Expenditures (24,463) (4,463) (4,463) (37,850) (17,850) (17,850) Investment in Subsidiaries - - - - - - Change in Goodwill - - - - - - Other - -------- -------- -------- ---------- ---------- ---------- CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (24,463) (4,463) (4,463) (37,850) (17,850) (17,850) -------- -------- -------- ---------- ---------- ----------
32 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC CONSOLIDATED BALANCE SHEETS RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 -------- -------- -------- -------- ---------- -------- -------- FINANCING ACTIVITIES Proceeds from long term debt - 2,965 5,499 - 8,464 - - Principal Payments of long term debt (5,207) (10,125) - (14,426) (29,759) - - PIK Interest - - - - - - - Restructuring: Restructured Bond Interest - - - - - - - Conversion of Bond Debt - Restructure of Trade Debt - - - - - - - Conversion of Senior Debt - - - - - - - Proceeds from Exit Financing - Other - -------- -------- -------- -------- ---------- -------- -------- CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES (5,207) (7,160) 5,499 (14,426) (21,295) - - -------- -------- -------- -------- ---------- -------- -------- EFFECT OF EXCHANGE RATE - - - - - - - -------- -------- -------- -------- ---------- -------- -------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS 0 - - 9,962 9,962 12,503 (11,851) ======== ======== ======== ======== ========== ======== ======== CASH & EQUIVALENTS - Beginning of Period (0) (0) (0) (0) (0) 9,962 22,465 -------- -------- -------- -------- ---------- -------- -------- CASH & EQUIVALENTS - End of Period (0) (0) (0) 9,962 9,962 22,465 10,614 ======== ======== ======== ======== ========== ======== ======== F'CAST F'CAST F'CAST F'CAST SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 -------- -------- ---------- ---------- ---------- FINANCING ACTIVITIES Proceeds from long term debt - - - - - Principal Payments of long term debt - - - - - PIK Interest - - - - - Restructuring: Restructured Bond Interest - - - - - Conversion of Bond Debt - Restructure of Trade Debt - - - - - Conversion of Senior Debt - - - Proceeds from Exit Financing - Other - -------- -------- ---------- ---------- ---------- CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES - - - - - -------- -------- ---------- ---------- ---------- EFFECT OF EXCHANGE RATE - - - - - -------- -------- ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (2,091) 6,893 5,454 (8,173) 1,118 ======== ======== ========== ========== ========== CASH & EQUIVALENTS - Beginning of Period 10,614 8,523 9,962 15,416 7,243 -------- -------- ---------- ---------- ---------- CASH & EQUIVALENTS - End of Period 8,523 15,416 15,416 7,243 8,361 ======== ======== ========== ========== ==========
33 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BORROWING BASE CALCULATION RESTRUCTURED (BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 -------- -------- -------- -------- -------- -------- ACCOUNTS RECEIVABLE Balances: OEM - - - 12,153 13,129 11,623 Other - 112,395 139,318 17,338 15,300 16,648 Tooling 13,297 11,001 7,285 7,488 6,526 5,769 -------- -------- -------- -------- -------- -------- 13,297 123,396 146,603 36,979 34,955 34,040 -------- -------- -------- -------- -------- -------- Ineligible: OEM 14.16% 14.16% 14.16% 14.16% 14.16% 14.16% Other 13.39% 13.39% 13.39% 13.39% 13.39% 13.39% Tooling 25.00% 25.00% 25.00% 25.00% 25.00% 25.00% Advance Rates: OEM 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Advanced Amounts OEM - - - 8,867 9,579 8,481 Other - 82,744 102,564 12,764 11,264 12,256 Tooling 8,477 7,013 4,644 4,774 4,160 3,678 -------- -------- -------- -------- -------- -------- TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 8,477 89,757 107,208 26,405 25,003 24,415 -------- -------- -------- -------- -------- -------- JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 -------- -------- -------- -------- -------- -------- ---------- ACCOUNTS RECEIVABLE Balances: OEM 10,196 9,271 11,901 11,824 10,859 3,849 Other 10,865 10,204 12,609 11,626 11,726 10,049 Tooling 6,031 6,260 17,940 13,247 9,059 10,520 -------- -------- -------- -------- -------- -------- 27,092 25,735 42,450 36,697 31,644 24,418 -------- -------- -------- -------- -------- -------- Ineligible: OEM 14.16% 14.16% 14.16% 14.16% 14.16% 14.16% Other 13.39% 13.39% 13.39% 13.39% 13.39% 13.39% Tooling 25.00% 25.00% 25.00% 25.00% 25.00% 25.00% Advance Rates: OEM 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Advanced Amounts OEM 7,439 6,764 8,683 8,627 7,923 2,808 Other 7,999 7,512 9,283 8,559 8,633 7,398 Tooling 3,845 3,990 11,437 8,445 5,775 6,706 -------- -------- -------- -------- -------- -------- TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 19,283 18,267 29,403 25,631 22,331 16,913 -------- -------- -------- -------- -------- --------
34 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BORROWING BASE CALCULATION RESTRUCTURED (BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 -------- -------- -------- -------- -------- -------- -------- INVENTORY Balances: OEM 22,651 21,627 21,252 24,151 21,355 19,937 20,589 Unbilled 8,265 8,861 9,802 11,330 12,362 14,347 15,106 Tooling 12,473 13,067 18,710 17,614 17,605 16,879 15,882 -------- -------- -------- -------- -------- -------- -------- 43,389 43,555 49,764 53,095 51,323 51,164 51,577 -------- -------- -------- -------- -------- -------- -------- Ineligible: OEM 42.50% 42.50% 42.50% 42.50% 42.50% 42.50% 42.50% Unbilled 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Tooling 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Advance Rates: OEM 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Unbilled 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Tooling 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Advanced Amounts OEM 6,512 6,218 6,110 6,944 6,140 5,732 5,919 Unbilled - - - - - - - Tooling - - - - - - - -------- -------- -------- -------- -------- -------- -------- TOTAL INVENTORY AVAILABILITY 6,512 6,218 6,110 6,944 6,140 5,732 5,919 -------- -------- -------- -------- -------- -------- -------- Other 1 Other 2 Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000 34,000 -------- -------- -------- -------- -------- -------- -------- Total Collateral Availability 48,989 129,974 147,318 67,348 65,143 64,147 59,202 ======== ======== ======== ======== ======== ======== ======== AVAILABILITY Borrowing Base 48,989 55,000 55,000 55,000 55,000 55,000 55,000 Additional Reserves (6,700) (6,700) (6,700) (7,075) (7,450) (8,200) (3,200) -------- -------- -------- -------- -------- -------- -------- Total Availability 42,289 48,300 48,300 47,925 47,550 46,800 51,800 -------- -------- -------- -------- -------- -------- -------- DIP Balance(Per Balance Sheet) -------- -------- -------- -------- -------- -------- -------- Total Availability/(Over-Advance) 42,289 48,300 48,300 47,925 47,550 46,800 51,800 ======== ======== ======== ======== ======== ======== ======== Cash Balance (0) 1,846 (1) (6) (3) (0) (0) AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 -------- -------- -------- -------- -------- ---------- INVENTORY Balances: OEM 18,995 18,363 20,400 20,761 19,554 19,554 Unbilled 16,387 11,672 12,071 12,594 8,340 8,340 Tooling 15,007 15,559 16,488 18,800 21,912 21,912 -------- -------- -------- -------- -------- ---------- 50,389 45,594 48,959 52,155 49,806 49,806 -------- -------- -------- -------- -------- ---------- Ineligible: OEM 42.50% 42.50% 42.50% 42.50% 42.50% Unbilled 100.00% 100.00% 100.00% 100.00% 100.00% Tooling 50.00% 50.00% 50.00% 50.00% 50.00% Advance Rates: OEM 50.00% 50.00% 50.00% 50.00% 50.00% Unbilled 50.00% 50.00% 50.00% 50.00% 50.00% Tooling 0.00% 0.00% 0.00% 0.00% 0.00% Advanced Amounts OEM 5,461 5,279 5,865 5,969 5,622 5,622 Unbilled - - - - - - Tooling - - - - - - -------- -------- -------- -------- -------- ---------- TOTAL INVENTORY AVAILABILITY 5,461 5,279 5,865 5,969 5,622 5,622 -------- -------- -------- -------- -------- ---------- Other 1 Other 2 Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000 -------- -------- -------- -------- -------- ---------- Total Collateral Availability 57,728 68,682 65,496 62,299 56,534 56,534 ======== ======== ======== ======== ======== ========== AVAILABILITY Borrowing Base 55,000 55,000 55,000 55,000 55,000 55,000 Additional Reserves (3,575) (4,325) (4,325) (4,700) (1,700) (1,700) -------- -------- -------- -------- -------- ---------- Total Availability 51,425 50,675 50,675 50,300 53,300 53,300 -------- -------- -------- -------- -------- ---------- DIP Balance(Per Balance Sheet) 30,193 30,635 28,062 28,062 -------- -------- -------- -------- -------- ---------- Total Availability/(Over-Advance) 51,425 50,675 20,482 19,665 25,238 25,238 ======== ======== ======== ======== ======== ========== Cash Balance (2) (1) (2) (2) 739
35 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BORROWING BASE CALCULATION RESTRUCTURED (BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 -------- -------- -------- -------- -------- -------- -------- ACCOUNTS RECEIVABLE Balances: OEM 11,002 10,145 11,285 6,843 7,436 6,524 6,866 Other 10,042 10,415 10,308 10,186 10,757 11,689 10,692 Tooling 10,320 11,452 12,201 9,311 16,347 15,304 9,937 -------- -------- -------- -------- -------- -------- -------- 31,364 32,012 33,794 26,340 34,540 33,518 27,494 -------- -------- -------- -------- -------- -------- -------- Ineligible: OEM 14.16% 14.16% 14.16% 14.16% 14.16% 14.16% 14.28% Other 13.39% 13.39% 13.39% 13.39% 13.39% 13.39% 14.28% Tooling 25.00% 25.00% 25.00% 25.00% 25.00% 25.00% 37.50% Advance Rates: OEM 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% 90.00% Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Advanced Amounts OEM 8,028 7,402 8,234 4,993 5,426 4,760 5,297 Other 7,393 7,668 7,589 7,499 7,919 8,606 7,790 Tooling 6,579 7,301 7,778 5,936 10,421 9,757 5,279 -------- -------- -------- -------- -------- -------- -------- TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 21,999 22,370 23,601 18,428 23,766 23,123 18,366 -------- -------- -------- -------- -------- -------- -------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 -------- -------- -------- -------- -------- ---------- ACCOUNTS RECEIVABLE Balances: OEM 8,279 9,073 10,510 8,814 9,542 9,542 Other 10,355 10,428 11,575 11,284 10,358 10,358 Tooling 11,936 11,975 6,188 5,823 9,643 9,643 -------- -------- -------- -------- -------- ---------- 30,570 31,476 28,272 25,921 29,543 29,543 -------- -------- -------- -------- -------- ---------- Ineligible: OEM 14.28% 14.28% 14.28% 14.28% 14.28% Other 14.28% 14.28% 14.28% 14.28% 14.28% Tooling 37.50% 37.50% 37.50% 37.50% 37.50% Advance Rates: OEM 90.00% 90.00% 90.00% 90.00% 90.00% Other 85.00% 85.00% 85.00% 85.00% 85.00% Tooling 85.00% 85.00% 85.00% 85.00% 85.00% Advanced Amounts OEM 6,387 6,999 8,108 6,800 7,362 7,362 Other 7,545 7,598 8,433 8,222 7,547 7,547 Tooling 6,341 6,362 3,287 3,093 5,123 5,123 -------- -------- -------- -------- -------- ---------- TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 20,273 20,959 19,829 18,115 20,031 20,031 -------- -------- -------- -------- -------- ----------
36 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BORROWING BASE CALCULATION RESTRUCTURED (BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ INVENTORY Balances: OEM 20,992 21,510 20,927 23,737 23,179 21,265 19,128 Unbilled 8,077 9,813 10,208 8,763 3,672 2,912 12,742 Tooling 23,803 24,312 20,818 23,225 21,324 24,307 27,862 ------ ------ ------ ------ ------ ------ ------ 52,872 55,635 51,953 55,725 48,175 48,484 59,732 ------ ------ ------ ------ ------ ------ ------ Ineligible: OEM 42.50% 42.50% 42.50% 42.50% 42.50% 42.50% 23.08% Unbilled 100.00% 100.00% 100.00% 100.00% 100.00% 33.00% 33.00% Tooling 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Advance Rates: OEM 50.00% 50.00% 50.00% 50.00% 50.00% 70.00% 70.00% Unbilled 50.00% 50.00% 50.00% 50.00% 50.00% 70.00% 70.00% Tooling 0.00% 0.00% 0.00% 0.00% 0.00% 70.00% 70.00% Advanced Amounts OEM 6,035 6,184 6,016 6,824 6,664 8,559 10,299 Unbilled - - - - - 1,366 5,976 Tooling - - - - - 8,507 9,752 ------ ------ ------ ------ ------ ------ ------ TOTAL INVENTORY AVAILABILITY 6,035 6,184 6,016 6,824 6,664 18,432 26,027 ------ ------ ------ ------ ------ ------ ------ Other 1 Other 2 Fixed Assets 31,797 31,797 31,797 31,797 31,797 34,000 34,000 ------ ------ ------ ------ ------ ------ ------ Total Collateral Availability 59,832 60,352 61,415 57,049 62,227 75,555 78,393 ====== ====== ====== ====== ====== ====== ====== AVAILABILITY Borrowing Base 55,000 55,000 55,000 55,000 55,000 75,000 30,000 Additional Reserves (2,567) (2,733) (2,900) (3,067) (3,233) (3,400) (3,567) ------ ------ ------ ------ ------ ------ ------ Total Availability 52,433 52,267 52,100 51,933 51,767 71,600 26,433 ------ ------ ------ ------ ------ ------ ------ DIP Balance(Per Balance Sheet) 39,096 42,543 45,010 39,682 42,649 3,662 14,596 ------ ------ ------ ------ ------ ------ ------ Total Availability/(Over-Advance) 13,337 9,724 7,090 12,251 9,117 67,938 11,838 ====== ====== ====== ====== ====== ====== ====== Cash Balance 0 0 (1) (0) - 0 - AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- INVENTORY Balances: OEM 19,693 21,926 26,646 26,908 25,477 25,477 Unbilled 12,605 12,403 12,403 14,930 21,947 21,947 Tooling 28,603 29,022 31,766 33,060 25,289 25,289 ------ ------ ------ ------ ------ --------- 60,901 63,351 70,814 74,897 72,713 72,713 ------ ------ ------ ------ ------ --------- Ineligible: OEM 23.08% 23.08% 23.08% 23.08% 23.08% Unbilled 33.00% 33.00% 33.00% 33.00% 33.00% Tooling 50.00% 50.00% 50.00% 50.00% 50.00% Advance Rates: OEM 70.00% 70.00% 70.00% 70.00% 70.00% Unbilled 70.00% 70.00% 70.00% 70.00% 70.00% Tooling 70.00% 70.00% 70.00% 70.00% 70.00% Advanced Amounts OEM 10,603 11,806 14,347 14,488 13,718 13,718 Unbilled 5,912 5,817 5,817 7,002 10,293 10,293 Tooling 10,011 10,158 11,118 11,571 8,851 8,851 ------ ------ ------ ------ ------ --------- TOTAL INVENTORY AVAILABILITY 26,526 27,781 31,282 33,061 32,862 32,862 ------ ------ ------ ------ ------ --------- Other 1 - Other 2 - Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000 ------ ------ ------ ------ ------ --------- Total Collateral Availability 80,799 82,740 85,111 85,176 86,893 86,893 ====== ====== ====== ====== ====== ========= AVAILABILITY Borrowing Base 30,000 30,000 30,000 30,000 30,000 30,000 Additional Reserves (3,733) (3,900) (4,067) (4,233) (2,400) (2,400) ------ ------ ------ ------ ------ --------- Total Availability 26,267 26,100 25,933 25,767 27,600 27,600 ------ ------ ------ ------ ------ --------- DIP Balance(Per Balance Sheet) 17,023 13,681 13,251 11,854 11,169 11,169 ------ ------ ------ ------ ------ --------- Total Availability/(Over-Advance) 9,244 12,419 12,683 13,912 16,431 16,431 ====== ====== ====== ====== ====== ========= Cash Balance - - - - -
37 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BORROWING BASE CALCULATION RESTRUCTURED (BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------ ------ ------ ---------- ACCOUNTS RECEIVABLE Balances: OEM 9,261 9,058 8,708 8,269 8,269 Other 12,048 11,059 9,911 9,993 9,993 Tooling 16,697 8,276 14,802 6,120 6,120 ------ ------ ------ ------ --------- 38,006 28,393 33,421 24,381 24,381 ------ ------ ------ ------ --------- Ineligible: OEM 14.28% 14.28% 14.28% 14.28% Other 14.28% 14.28% 14.28% 14.28% Tooling 37.50% 37.50% 37.50% 37.50% Advance Rates: OEM 90.00% 90.00% 90.00% 90.00% Other 85.00% 85.00% 85.00% 85.00% Tooling 85.00% 85.00% 85.00% 85.00% Advanced Amounts OEM 7,145 6,988 6,718 6,379 6,379 Other 8,779 8,058 7,222 7,281 7,281 Tooling 8,870 4,397 7,863 3,251 3,251 ------ ------ ------ ------ --------- TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 24,793 19,442 21,803 16,911 16,911 ------ ------ ------ ------ --------- MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ------ ---------- ---------- ---------- ACCOUNTS RECEIVABLE Balances: OEM 8,474 7,921 7,690 7,941 7,941 25,405 23,049 Other 11,756 10,859 9,896 9,991 9,991 10,811 10,802 Tooling 13,660 5,160 17,160 5,160 5,160 5,160 5,160 ------ ------ ------ ------ -------- -------- -------- 33,890 23,940 34,745 23,092 23,092 41,375 39,010 ------ ------ ------ ------ -------- -------- -------- Ineligible: OEM 14.28% 14.28% 14.28% 14.28% 14.28% 14.28% Other 14.28% 14.28% 14.28% 14.28% 14.28% 14.28% Tooling 37.50% 37.50% 37.50% 37.50% 37.50% 37.50% Advance Rates: OEM 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% Advanced Amounts OEM 6,538 6,111 5,933 6,126 6,126 19,599 17,782 Other 8,565 7,912 7,210 7,279 7,279 7,877 7,870 Tooling 7,257 2,741 9,116 2,741 2,741 2,741 2,741 ------ ------ ------ ------ -------- -------- -------- TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 22,360 16,764 22,259 16,147 16,147 30,217 28,393 ------ ------ ------ ------ -------- -------- --------
38 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BORROWING BASE CALCULATION RESTRUCTURED (BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------ ------ ------ ---------- INVENTORY Balances: OEM 26,980 26,391 21,962 22,635 22,635 Unbilled 16,660 18,694 18,694 32,643 32,643 Tooling 27,770 34,092 36,638 29,839 29,839 ------ ------ ------ ------ -------- 71,409 79,177 77,295 85,117 85,117 ------ ------ ------ ------ -------- Ineligible: OEM 23.08% 23.08% 23.08% 23.08% Unbilled 33.00% 33.00% 33.00% 33.00% Tooling 50.00% 50.00% 50.00% 50.00% Advance Rates: OEM 70.00% 70.00% 70.00% 70.00% Unbilled 70.00% 70.00% 70.00% 70.00% Tooling 70.00% 70.00% 70.00% 70.00% Advanced Amounts OEM 14,527 14,210 11,825 12,187 12,187 Unbilled 7,813 8,767 8,767 15,310 15,310 Tooling 9,719 11,932 12,823 10,443 10,443 ------ ------ ------ ------ -------- TOTAL INVENTORY AVAILABILITY 32,060 34,910 33,416 37,941 37,941 ------ ------ ------ ------ -------- Other 1 - Other 2 - Fixed Assets 34,000 34,000 34,000 34,000 34,000 ------ ------ ------ ------ -------- Total Collateral Availability 90,853 88,352 89,220 88,852 88,852 ====== ====== ====== ====== ======== AVAILABILITY Borrowing Base 30,000 30,000 30,000 30,000 30,000 Additional Reserves (2,900) (3,400) (3,900) (2,400) (2,400) ------ ------ ------ ------ -------- Total Availability 27,100 26,600 26,100 27,600 27,600 ------ ------ ------ ------ -------- DIP Balance(Per Balance Sheet) 5,962 8,928 14,426 - - ------ ------ ------ ------ -------- Total Availability/(Over-Advance) 21,138 17,672 11,674 27,600 27,600 ====== ====== ====== ====== ======== Cash Balance (0) (0) (0) 9,962 MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ------ ---------- ---------- ---------- INVENTORY Balances: OEM 25,399 24,067 20,763 22,793 22,793 24,144 22,417 Unbilled 8,143 27,448 10,343 25,343 25,343 25,643 25,643 Tooling 38,285 25,387 28,018 17,544 17,544 16,126 15,367 ------ ------ ------ ------ -------- -------- -------- 71,827 76,903 59,125 65,680 65,680 65,913 63,427 ------ ------ ------ ------ -------- -------- -------- Ineligible: OEM 23.08% 23.08% 23.08% 23.08% 23.08% 23.08% Unbilled 33.00% 33.00% 33.00% 33.00% 33.00% 33.00% Tooling 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% Advance Rates: OEM 70.00% 70.00% 70.00% 70.00% 70.00% 70.00% Unbilled 70.00% 70.00% 70.00% 70.00% 70.00% 70.00% Tooling 70.00% 70.00% 70.00% 70.00% 70.00% 70.00% Advanced Amounts OEM 13,676 12,959 11,180 12,272 12,272 13,000 12,070 Unbilled 3,819 12,873 4,851 11,886 11,886 12,027 12,027 Tooling 13,400 8,885 9,806 6,140 6,140 5,644 5,378 ------ ------ ------ ------ -------- -------- -------- TOTAL INVENTORY AVAILABILITY 30,895 34,718 25,837 30,299 30,299 30,671 29,475 ------ ------ ------ ------ -------- -------- -------- Other 1 - Other 2 - Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000 34,000 ------ ------ ------ ------ -------- -------- -------- Total Collateral Availability 87,255 85,482 82,096 80,446 80,446 94,888 91,868 ====== ====== ====== ====== ======== ======== ======== AVAILABILITY Borrowing Base 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Additional Reserves (2,400) (2,400) (2,400) (2,400) (2,400) (2,400) (2,400) ------ ------ ------ ------ -------- -------- -------- Total Availability 27,600 27,600 27,600 27,600 27,600 27,600 27,600 ------ ------ ------ ------ -------- -------- -------- DIP Balance(Per Balance Sheet) - - - - - - - ------ ------ ------ ------ -------- -------- -------- Total Availability/(Over-Advance) 27,600 27,600 27,600 27,600 27,600 27,600 27,600 ====== ====== ====== ====== ======== ======== ======== Cash Balance 22,465 10,614 8,523 15,416 7,243 8,361
39 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CORPORATE (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ REVENUE 9,825 10,460 13,005 11,013 9,829 11,209 7,952 VARIABLE COST Material 8 7 6 5 10 287 1 Scrap - 0 0 0 0 0 0 Labor 9,369 10,152 12,295 10,051 9,798 11,291 8,587 Burden (11) 79 274 6 (161) (74) 9 Adjustment for Restructuring - - - - - - - ------- ------- ------- ------- ------ ------ ------- Total Variable Cost 9,367 10,238 12,575 10,062 9,647 11,504 8,598 ------- ------- ------- ------- ------ ------ ------- CONTRIBUTION MARGIN 459 222 429 951 182 (295) (646) ------- ------- ------- ------- ------ ------ ------- PLANT FIXED COST Third Party Rents & Leases 145 150 166 134 93 138 134 Related Party Rents & Leases (289) (289) (289) (275) (303) (289) (289) Launch Risk - - - - - - - Depreciation 402 410 601 428 363 323 323 Mi SBT - - - - - - - Taxes 10 10 10 10 10 10 10 Fees From Deluxe (195) (195) (195) (195) (195) (195) (195) Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------ ------ ------- Total Fixed Cost 74 87 292 102 (33) (13) (17) ------- ------- ------- ------- ------ ------ ------- GROSS MARGIN 385 135 137 849 214 (282) (629) ------- ------- ------- ------- ------ ------ ------- SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT 139 (5) 449 129 139 138 359 Taxes - - - - - - - Payroll Related Expenses 1,662 1,705 2,554 1,941 2,505 2,219 1,816 Gainshare - - - - - - - Other Utilities and Telephone 238 268 351 188 275 271 200 Insurance 378 308 100 515 300 (36) 352 Normal Course Professional 514 420 1,038 248 336 687 699 Maintenance & Supplies 114 110 136 95 12 317 140 Travel & Entertainment 153 113 170 177 86 111 143 Depreciation 7 6 7 7 7 7 7 Other 40 167 162 148 43 (60) 289 ------- ------- ------- ------- ------ ------ ------- Total SG&A Fixed 3,245 3,092 4,967 3,448 3,703 3,654 4,005 ------- ------- ------- ------- ------ ------ ------- SG&A VARIABLE Commissions 1,092 1,376 1,715 147 355 169 141 Interest Expense 6,217 5,507 6,201 2,097 2,118 2,537 1,723 OEM Discount 635 893 884 723 692 908 561 Other Expense/(Income) (1,642) 369 6,892 1,958 (2,722) (974) 1,008 Building Rents/Usage Fees 779 779 780 778 769 778 775 Litigation/Patent Legal Fees 75 962 970 266 477 373 585 Amortization of Financing Cost 412 447 550 451 438 559 458 Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 ------- ------- ------- ------- ------ ------ ------- Total SG&A Variable 8,527 12,315 20,271 9,304 4,234 5,119 7,327 ------- ------- ------- ------- ------ ------ ------- INCOME BEFORE TAX (11,387) (15,272) (25,101) (11,903) (7,723) (9,056) (11,960) ------- ------- ------- ------- ------ ------ ------- Provision for Income Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525) ------- ------- ------- ------- ------ ------ ------- NET INCOME (9,489) (12,578) (26,059) (11,453) (7,456) (6,800) (11,435) ======= ======= ======= ======= ====== ====== ======= EBITDA CALCULATION Add: Interest 6,217 5,507 6,201 2,097 2,118 2,537 1,723 OEM Discount 635 893 884 723 692 908 561 Income Tax (1,898) (2,694) 958 (450) (267) (2,256) (525) Other Expense/(Income) (1,638) 395 6,749 1,951 (2,214) (1,296) 1,182 MI SBT 139 (5) 449 129 139 138 359 Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 Depreceation & Amortization 822 863 1,158 886 808 889 787 ------- ------- ------- ------- ------ ------ ------- EBITDA (4,254) (5,636) (7,381) (3,234) (4,073) (5,110) (5,272) ======= ======= ======= ======= ====== ====== ======= ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- ------- ------- ------- ------ ------ ------- Adjusted EBITDA (4,254) (5,636) (7,381) (3,234) (4,073) (5,110) (5,272) ======= ======= ======= ======= ====== ====== ======= ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ---- REVENUE 9,277 10,891 8,803 8,733 13,993 124,991 VARIABLE COST Material 13 87 56 22 2,644 3,146 Scrap 1 6 5 3 3 19 Labor 8,993 10,908 8,936 8,379 8,580 117,340 Burden 9 7 (14) 17 333 475 Adjustment for Restructuring - - - - - - ------- ------ ------ ------- ------- -------- Total Variable Cost 9,016 11,008 8,983 8,422 11,560 120,980 ------- ------ ------ ------- ------- -------- CONTRIBUTION MARGIN 261 (117) (179) 311 2,433 4,011 ------- ------ ------ ------- ------- -------- PLANT FIXED COST Third Party Rents & Leases 111 120 204 61 139 1,596 Related Party Rents & Leases (289) (289) (371) (289) (289) (3,553) Launch Risk - - - - - - Depreciation 320 349 142 546 340 4,548 Mi SBT - - - - - - Taxes 10 10 10 65 10 175 Fees From Deluxe (195) (195) (195) (195) (195) (2,340) Restructuring Adj. - Fixed - - - - - - ------- ------ ------ ------- ------- -------- Total Fixed Cost (43) (5) (210) 188 5 427 ------- ------ ------ ------- ------- -------- GROSS MARGIN 304 (112) 31 123 2,428 3,584 ------- ------ ------ ------- ------- -------- SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT 139 139 139 203 122 2,090 Taxes - - - - - - Payroll Related Expenses 1,410 2,098 1,664 1,652 2,247 23,473 Gainshare - - - - - - Other Utilities and Telephone 167 213 221 161 367 2,920 Insurance 265 351 351 351 351 3,586 Normal Course Professional 507 757 624 256 711 6,798 Maintenance & Supplies 154 183 153 189 129 1,732 Travel & Entertainment 119 88 141 92 136 1,529 Depreciation 7 7 1 12 640 713 Other 201 562 200 101 772 2,625 ------- ------ ------ ------- ------- -------- Total SG&A Fixed 2,969 4,398 3,495 3,017 5,475 45,467 ------- ------ ------ ------- ------- -------- SG&A VARIABLE Commissions 7 8 14 11 13 5,048 Interest Expense 1,588 2,475 2,163 2,159 2,199 36,984 OEM Discount 568 641 644 779 581 8,509 Other Expense/(Income) 1,750 (2,311) (1,176) (946) 60,500 62,706 Building Rents/Usage Fees 796 781 778 786 778 9,357 Litigation/Patent Legal Fees 602 470 697 1,019 (97) 6,401 Amortization of Financing Cost 454 548 454 451 605 5,826 Restructuring Fees 2,022 1,925 2,843 3,874 4,869 28,588 ------- ------ ------ ------- ------- -------- Total SG&A Variable 7,787 4,537 6,416 8,134 69,448 163,418 ------- ------ ------ ------- ------- -------- INCOME BEFORE TAX (10,451) (9,047) (9,880) (11,027) (72,495) (205,301) ------- ------ ------ ------- ------- -------- Provision for Income Taxes (525) (2,935) (997) (257) 12,321 475 ------- ------ ------ ------- ------- -------- NET INCOME (9,926) (6,112) (8,883) (10,770) (84,816) (205,777) ======= ====== ====== ======= ======= ======== EBITDA CALCULATION Add: Interest 1,588 2,475 2,163 2,159 2,199 36,984 OEM Discount 568 641 644 779 581 8,509 Income Tax (525) (2,935) (997) (257) 12,321 475 Other Expense/(Income) 1,674 (2,540) (1,237) (854) 60,440 62,612 MI SBT 139 139 139 203 122 2,090 Restructuring Fees 2,022 1,925 2,843 3,874 4,869 28,588 Depreceation & Amortization 780 904 597 1,009 1,586 11,088 ------- ------ ------ ------- ------- -------- EBITDA (3,681) (5,503) (4,732) (3,857) (2,699) (55,431) ======= ====== ====== ======= ======= ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------- ------ ------ ------- ------- -------- Adjusted EBITDA (3,681) (5,503) (4,732) (3,857) (2,699) (55,431) ======= ====== ====== ======= ======= ========
40 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CORPORATE (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ REVENUE 9,211 9,588 11,434 9,304 9,943 11,780 9,304 VARIABLE COST Material 67 (74) 122 38 38 38 38 Scrap 4 3 6 4 4 4 4 Labor 8,645 9,254 11,042 9,647 9,647 9,647 9,647 Burden (0) (15) (54) (23) (23) (23) (23) Adjustment for Restructuring (134) (161) (364) (220) (220) (275) (220) ------- ------ ------- ------- ------ ------- ------ Total Variable Cost 8,581 9,006 10,751 9,446 9,446 9,391 9,446 ------- ------ ------- ------- ------ ------- ------ CONTRIBUTION MARGIN 630 581 682 (142) 497 2,389 (142) ------- ------ ------- ------- ------ ------- ------ PLANT FIXED COST Third Party Rents & Leases 145 133 233 123 123 123 123 Related Party Rents & Leases (289) (289) (289) (289) (289) (289) (289) Launch Risk - - - - - - - Depreciation 341 324 348 342 342 342 342 Mi SBT - - - - - - - Taxes 10 38 (5) 15 15 15 15 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed 26 57 233 105 105 131 168 ------- ------ ------- ------- ------ ------- ------ Total Fixed Cost 233 263 521 296 296 322 359 ------- ------ ------- ------- ------ ------- ------ GROSS MARGIN 396 318 162 (438) 201 2,067 (501) ------- ------ ------- ------- ------ ------- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT 122 122 122 179 179 179 179 Taxes - - - - - - - Payroll Related Expenses 1,744 1,786 2,709 1,671 1,671 2,089 1,671 Gainshare - - - - - - - Other Utilities and Telephone 170 286 249 204 204 204 204 Insurance 304 306 300 308 308 308 308 Normal Course Professional 393 296 706 284 284 434 284 Maintenance & Supplies 122 146 165 140 140 174 140 Travel & Entertainment 68 130 85 120 120 149 120 Depreciation - - 10 7 7 7 7 Other 297 (25) 598 225 225 225 225 ------- ------ ------- ------- ------ ------- ------ Total SG&A Fixed 3,218 3,046 4,944 3,137 3,137 3,770 3,137 ------- ------ ------- ------- ------ ------- ------ SG&A VARIABLE Commissions 889 (873) - - - - - Interest Expense 2,247 2,206 3,017 2,382 2,342 3,221 2,911 OEM Discount 757 1,040 997 569 617 676 285 Other Expense/(Income) (387) (2,166) (34) 220 220 275 92 Building Rents/Usage Fees 582 604 600 783 783 783 783 Litigation/Patent Legal Fees 396 (76) 368 385 385 385 385 Amortization of Financing Cost 454 447 556 486 486 486 486 Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 ------- ------ ------- ------- ------ ------- ------ Total SG&A Variable 9,053 2,981 7,060 6,674 6,681 20,343 5,193 ------- ------ ------- ------- ------ ------- ------ INCOME BEFORE TAX (11,875) (5,709) (11,843) (10,249) (9,618) (22,047) (8,831) ------- ------ ------- ------- ------ ------- ------ Provision for Income Taxes - 11 - - - - - ------- ------ ------- ------- ------ ------- ------ NET INCOME (11,875) (5,720) (11,843) (10,249) (9,618) (22,047) (8,831) ======= ====== ======= ======= ====== ======= ====== EBITDA CALCULATION Add: Interest 2,247 2,206 3,017 2,382 2,342 3,221 2,911 OEM Discount 757 1,040 997 569 617 676 285 Income Tax - 11 - - - - - Other Expense/(Income) (284) (3,381) (216) 255 255 310 (241) MI SBT 122 122 122 179 179 179 179 Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 Depreceation & Amortization 795 771 915 834 834 834 834 ------- ------ ------- ------- ------ ------- ------ EBITDA (4,123) (3,152) (5,451) (4,181) (3,542) (2,309) (4,612) ======= ====== ======= ======= ====== ======= ====== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- ------ ------- ------- ------ ------- ------ Adjusted EBITDA (4,123) (3,152) (5,451) (4,181) (3,542) (2,309) (4,612) ======= ====== ======= ======= ====== ======= ====== F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ---- REVENUE 9,943 11,780 9,304 9,943 11,780 123,313 VARIABLE COST Material 38 38 38 38 38 459 Scrap 4 4 4 4 4 50 Labor 9,647 9,647 9,647 9,647 9,647 115,764 Burden (23) (23) (23) (23) (23) (280) Adjustment for Restructuring (220) (275) (220) (220) (275) (2,804) ------ ------ ------ ------ ------ -------- Total Variable Cost 9,446 9,391 9,446 9,446 9,391 113,188 ------ ------ ------ ------ ------ -------- CONTRIBUTION MARGIN 497 2,389 (142) 497 2,389 10,125 ------ ------ ------ ------ ------ -------- 8.2% PLANT FIXED COST Third Party Rents & Leases 123 123 123 123 123 1,621 Related Party Rents & Leases (289) (289) (289) (289) (289) (3,471) Launch Risk - - - - - - Depreciation 342 342 345 345 345 4,099 Mi SBT - - - - - - Taxes 15 15 15 15 15 179 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed 168 198 168 168 198 1,724 ------ ------ ------ ------ ------ -------- Total Fixed Cost 359 389 362 362 392 4,152 ------ ------ ------ ------ ------ -------- GROSS MARGIN 138 2,000 (504) 135 1,997 5,973 ------ ------ ------ ------ ------ -------- SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT 179 179 179 179 179 1,979 Taxes - - - - - - Payroll Related Expenses 1,671 2,089 1,671 1,671 2,089 22,535 Gainshare - - - - - - Other Utilities and Telephone 204 204 204 204 204 2,543 Insurance 308 308 308 308 308 3,680 Normal Course Professional 284 634 384 384 534 4,897 Maintenance & Supplies 140 174 140 140 174 1,795 Travel & Entertainment 120 149 120 120 149 1,448 Depreciation 7 7 7 7 7 70 Other 225 225 225 225 225 2,898 ------ ------ ------ ------ ------ -------- Total SG&A Fixed 3,137 3,970 3,237 3,237 3,870 41,844 ------ ------ ------ ------ ------ -------- SG&A VARIABLE Commissions - - - - - 16 Interest Expense 2,973 2,986 3,094 3,092 3,108 33,579 OEM Discount 686 938 866 729 789 8,949 Other Expense/(Income) 92 147 92 92 147 (1,209) Building Rents/Usage Fees 783 783 783 783 833 8,886 Litigation/Patent Legal Fees 385 385 385 385 385 4,153 Amortization of Financing Cost 486 486 486 486 486 5,828 Restructuring Fees 250 250 250 250 250 27,186 ------ ------ ------ ------ ------ -------- Total SG&A Variable 5,655 5,976 5,957 5,816 5,999 87,388 ------ ------ ------ ------ ------ -------- INCOME BEFORE TAX (8,654) (7,946) (9,698) (8,918) (7,872) (123,260) ------ ------ ------ ------ ------ -------- Provision for Income Taxes - - - - - 11 ------ ------ ------ ------ ------ -------- NET INCOME (8,654) (7,946) (9,698) (8,918) (7,872) (123,271) ====== ====== ====== ====== ====== ======== EBITDA CALCULATION Add: Interest 2,973 2,986 3,094 3,092 3,108 33,579 OEM Discount 686 938 866 729 789 8,949 Income Tax - - - - - 11 Other Expense/(Income) (241) (186) (241) (241) (186) (4,397) MI SBT 179 179 179 179 179 1,979 Restructuring Fees 250 250 250 250 250 27,186 Depreceation & Amortization 834 834 837 837 837 9,997 ------ ------ ------ ------ ------ -------- EBITDA (3,973) (2,944) (4,712) (4,073) (2,894) (45,966) ====== ====== ====== ====== ====== ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ -------- Adjusted EBITDA (3,973) (2,944) (4,712) (4,073) (2,894) (45,966) ====== ====== ====== ====== ====== ========
41 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CORPORATE (IN $000'S)
F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 ------ ------ ------ ------ ---- REVENUE 30,450 30,450 30,450 30,450 121,799 VARIABLE COST Material 118 118 118 118 473 Scrap 13 13 13 13 52 Labor 29,809 29,809 29,809 29,809 119,236 Burden (72) (72) (72) (72) (289) Adjustment for Restructuring - - - - - ------- ------- ------- ------- ------- Total Variable Cost 29,868 29,868 29,868 29,868 119,473 ------- ------- ------- ------- ------- CONTRIBUTION MARGIN 582 582 582 582 2,326 ------- ------- ------- ------- ------- 1.9% PLANT FIXED COST Third Party Rents & Leases 370 370 370 370 1,480 Related Party Rents & Leases (868) (868) (868) (868) (3,471) Launch Risk - - - - - Depreciation 1,001 1,001 1,001 1,001 4,005 Mi SBT - - - - - Taxes 46 46 46 46 186 Fees From Deluxe - - - - - Restructuring Adj. - Fixed - - - - - ------- ------- ------- ------- ------- Total Fixed Cost 550 550 550 550 2,200 ------- ------- ------- ------- ------- GROSS MARGIN 31 31 31 31 126 ------- ------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - Related Party Rents & Leases - - - - - Mi SBT 554 554 554 554 2,217 Taxes - - - - - Payroll Related Expenses 5,432 5,432 5,432 5,432 21,729 Gainshare - - - - - Other Utilities and Telephone 631 631 631 631 2,525 Insurance 951 951 951 951 3,805 Normal Course Professional 1,201 1,201 1,201 1,201 4,802 Maintenance & Supplies 467 467 467 467 1,869 Travel & Entertainment 400 400 400 400 1,601 Depreciation 20 20 20 20 80 Other 696 696 696 696 2,785 ------- ------- ------- ------- ------- Total SG&A Fixed 10,353 10,353 10,353 10,353 41,412 ------- ------- ------- ------- ------- SG&A VARIABLE Commissions - - - - - Interest Expense 9,313 8,934 9,168 9,407 36,823 OEM Discount 2,483 2,433 1,984 2,057 8,958 Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223) Building Rents/Usage Fees 2,400 2,400 2,400 2,400 9,600 Litigation/Patent Legal Fees 243 240 240 240 963 Amortization of Financing Cost 1,457 1,457 1,457 1,457 5,828 Restructuring Fees 150 - - - 150 ------- ------- ------- ------- ------- Total SG&A Variable 14,490 13,908 13,694 14,005 56,098 ------- ------- ------- ------- ------- INCOME BEFORE TAX (24,812) (24,230) (24,015) (24,327) (97,384) ------- ------- ------- ------- ------- Provision for Income Taxes - - - - - ------- ------- ------- ------- ------- NET INCOME (24,812) (24,230) (24,015) (24,327) (97,384) ======= ======= ======= ======= ======= EBITDA CALCULATION Add: Interest 9,313 8,934 9,168 9,407 36,823 OEM Discount 2,483 2,433 1,984 2,057 8,958 Income Tax - - - - - Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223) MI SBT 554 554 554 554 2,217 Restructuring Fees 150 - - - 150 Depreceation & Amortization 2,478 2,478 2,478 2,478 9,913 ------- ------- ------- ------- ------- EBITDA (11,389) (11,386) (11,386) (11,386) (45,547) ======= ======= ======= ======= ======= ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------- ------- ------- ------- ------- Adjusted EBITDA (11,389) (11,386) (11,386) (11,386) (45,547) ======= ======= ======= ======= ======= F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ REVENUE 30,485 30,485 30,485 30,485 121,940 125,203 129,227 VARIABLE COST Material 122 122 122 122 487 502 517 Scrap 13 13 13 13 53 55 56 Labor 30,703 30,703 30,703 30,703 122,814 126,498 130,293 Burden (74) (74) (74) (74) (297) (306) (315) Adjustment for Restructuring - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Variable Cost 30,764 30,764 30,764 30,764 123,057 126,748 130,551 ------- ------- ------- ------- ------- ------- ------- CONTRIBUTION MARGIN (279) (279) (279) (279) (1,117) (1,545) (1,323) ------- ------- ------- ------- ------- ------- ------- -0.9% -1.2% -1.0% PLANT FIXED COST Third Party Rents & Leases 370 370 370 370 1,480 1,480 1,480 Related Party Rents & Leases (868) (868) (868) (868) (3,471) (3,471) (3,471) Launch Risk - - - - - - - Depreciation 981 981 981 981 3,926 3,219 2,526 Mi SBT - - - - - - - Taxes 48 48 48 48 191 197 203 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 532 532 532 532 2,126 1,425 738 ------- ------- ------- ------- ------- ------- ------- GROSS MARGIN (811) (811) (811) (811) (3,243) (2,970) (2,062) ------- ------- ------- ------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT 571 571 571 571 2,283 2,352 2,422 Taxes - - - - - - - Payroll Related Expenses 5,432 5,432 5,432 5,432 21,729 21,729 21,729 Gainshare - - - - - - - Other Utilities and Telephone 650 650 650 650 2,601 2,679 2,759 Insurance 980 980 980 980 3,919 4,036 4,157 Normal Course Professional 1,201 1,201 1,201 1,201 4,802 4,802 4,802 Maintenance & Supplies 481 481 481 481 1,925 1,983 2,042 Travel & Entertainment 412 412 412 412 1,649 1,698 1,749 Depreciation 15 15 15 15 60 9 - Other 717 717 717 717 2,868 2,954 3,043 ------- ------- ------- ------- ------- ------- ------- Total SG&A Fixed 10,459 10,459 10,459 10,459 41,836 42,243 42,705 ------- ------- ------- ------- ------- ------- ------- SG&A VARIABLE Commissions - - - - - - - Interest Expense 9,137 9,137 9,137 9,284 36,695 37,770 38,456 OEM Discount 2,276 2,133 1,756 1,977 8,141 4,226 3,839 Other Expense/(Income) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793) (8,027) Building Rents/Usage Fees 2,400 2,400 2,400 2,400 9,600 9,600 9,600 Litigation/Patent Legal Fees 243 240 240 240 963 963 963 Amortization of Financing Cost 1,457 1,457 1,457 1,457 5,828 5,828 5,828 Restructuring Fees 150 - - - 150 150 150 ------- ------- ------- ------- ------- ------- ------- Total SG&A Variable 13,833 13,537 13,160 13,528 54,057 50,743 50,808 ------- ------- ------- ------- ------- ------- ------- INCOME BEFORE TAX (25,103) (24,806) (24,430) (24,798) (99,136) (95,956) (95,575) ------- ------- ------- ------- ------- ------- ------- Provision for Income Taxes - - - - - - - ------- ------- ------- ------- ------- ------- ------- NET INCOME (25,103) (24,806) (24,430) (24,798) (99,136) (95,956) (95,575) ======= ======= ======= ======= ======= ======= ======= EBITDA CALCULATION Add: Interest 9,137 9,137 9,137 9,284 36,695 37,770 38,456 OEM Discount 2,276 2,133 1,756 1,977 8,141 4,226 3,839 Income Tax - - - - - - - Other Expense/(Income) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793) (8,027) MI SBT 571 571 571 571 2,283 2,352 2,422 Restructuring Fees 150 - - - 150 150 150 Depreceation & Amortization 2,453 2,453 2,453 2,453 9,813 9,055 8,354 ------- ------- ------- ------- ------- ------- ------- EBITDA (12,345) (12,342) (12,342) (12,342) (49,373) (50,196) (50,380) ======= ======= ======= ======= ======= ======= ======= ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------- ------- ------- ------- ------- ------- ------- Adjusted EBITDA (12,345) (12,342) (12,342) (12,342) (49,373) (50,196) (50,380) ======= ======= ======= ======= ======= ======= =======
42 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GRAND BLANC (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ REVENUE 7,290 9,312 12,402 9,520 10,698 11,345 4,014 VARIABLE COST Material 2,701 3,814 4,800 4,056 4,047 4,570 1,444 Scrap 271 422 495 306 430 467 111 Labor 2,023 2,246 2,905 2,168 2,294 2,384 1,606 Burden 1,120 1,675 2,112 1,240 1,440 1,718 1,254 Adjustment for Restructuring - - - - - - - ----- ----- ------ ----- ------ ------ ------ Total Variable Cost 6,116 8,157 10,313 7,770 8,211 9,138 4,415 ----- ----- ------ ----- ------ ------ ------ CONTRIBUTION MARGIN 1,174 1,155 2,089 1,750 2,487 2,207 (402) ----- ----- ------ ----- ------ ------ ------ 16.1% 12.4% 16.8% 18.4% 23.2% 19.5% -10.0% PLANT FIXED COST Third Party Rents & Leases - - - - - 4 - Related Party Rents & Leases 75 75 75 75 75 75 75 Launch Risk - - - - - - - Depreciation 735 706 789 783 750 728 702 Mi SBT - - - - - - - Taxes 68 68 102 67 68 68 68 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ----- ----- ------ ----- ------ ------ ------ Total Fixed Cost 878 849 966 925 893 874 844 ----- ----- ------ ----- ------ ------ ------ GROSS MARGIN 296 306 1,123 825 1,594 1,333 (1,246) ----- ----- ------ ----- ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT - - - - - - - Taxes - - - - - - - Payroll Related Expenses - - - - - - - Gainshare - - - - - - - Other Utilities and Telephone - - - - - - - Insurance - - - - - - - Normal Course Professional - - - - - - - Maintenance & Supplies - - - - - - - Travel & Entertainment - - - - - - - Depreciation - - - - - - - Other - - - - - - - ----- ----- ------ ----- ------ ------ ------ Total SG&A Fixed - - - - - - - ----- ----- ------ ----- ------ ------ ------ SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ----- ----- ------ ----- ------ ------ ------ Total SG&A Variable - - - - - - - ----- ----- ------ ----- ------ ------ ------ INCOME BEFORE TAX 296 306 1,123 825 1,594 1,333 (1,246) ----- ----- ------ ----- ------ ------ ------ Provision for Income Taxes ----- ----- ------ ----- ------ ------ ------ NET INCOME 296 306 1,123 825 1,594 1,333 (1,246) ===== ===== ====== ===== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - OEM Discount - - - - - - - Income Tax - - - - - - - Other Expense/(Income) MI SBT - - - - - - - Restructuring Fees - - - - - - - Depreceation & Amortization 735 706 789 783 750 728 702 ----- ----- ------ ----- ------ ------ ------ EBITDA 1,031 1,012 1,912 1,608 2,344 2,060 (545) ===== ===== ====== ===== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ----- ----- ------ ----- ------ ------ ------ Adjusted EBITDA 1,031 1,012 1,912 1,608 2,344 2,060 (545) ===== ===== ====== ===== ====== ====== ====== ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ---- REVENUE 6,614 8,934 6,949 7,590 8,870 103,538 VARIABLE COST Material 2,538 3,147 2,780 3,261 2,268 39,427 Scrap 404 490 288 304 236 4,223 Labor 1,741 2,378 1,854 1,599 1,904 25,103 Burden 957 1,377 744 530 905 15,074 Adjustment for Restructuring - - - - - - ----- ----- ----- ----- ----- ------- Total Variable Cost 5,641 7,394 5,666 5,693 5,313 83,827 ----- ----- ----- ----- ----- ------- CONTRIBUTION MARGIN 973 1,540 1,283 1,897 3,556 19,711 ----- ----- ----- ----- ----- ------- 14.7% 17.2% 18.5% 25.0% 40.1% 19.0% PLANT FIXED COST Third Party Rents & Leases - - - - - 4 Related Party Rents & Leases 75 75 75 75 75 900 Launch Risk - - - - - - Depreciation 670 674 671 685 627 8,518 Mi SBT - - - - - - Taxes 68 68 65 68 68 845 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed - - - - - - ----- ----- ----- ----- ----- ------- Total Fixed Cost 813 817 811 828 770 10,267 ----- ----- ----- ----- ----- ------- GROSS MARGIN 161 724 473 1,070 2,786 9,444 ----- ----- ----- ----- ----- ------- SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT - - - - - - Taxes - - - - - - Payroll Related Expenses - - - - - - Gainshare - - - - - - Other Utilities and Telephone - - - - - - Insurance - - - - - - Normal Course Professional - - - - - - Maintenance & Supplies - - - - - - Travel & Entertainment - - - - - - Depreciation - - - - - - Other - - - - - - ----- ----- ----- ----- ----- ------- Total SG&A Fixed - - - - - - ----- ----- ----- ----- ----- ------- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ------- Total SG&A Variable - - - - - - ----- ----- ----- ----- ----- ------- INCOME BEFORE TAX 161 724 473 1,070 2,786 9,444 ----- ----- ----- ----- ----- ------- Provision for Income Taxes - ----- ----- ----- ----- ----- ------- NET INCOME 161 724 473 1,070 2,786 9,444 ===== ===== ===== ===== ===== ======= EBITDA CALCULATION Add: Interest - - - - - - OEM Discount - - - - - - Income Tax - - - - - - Other Expense/(Income) - MI SBT - - - - - - Restructuring Fees - - - - - - Depreceation & Amortization 670 674 671 685 627 8,518 ----- ----- ----- ----- ----- ------- EBITDA 830 1,397 1,143 1,754 3,414 17,962 ===== ===== ===== ===== ===== ======= ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ------- Adjusted EBITDA 830 1,397 1,143 1,754 3,414 17,962 ===== ===== ===== ===== ===== =======
43 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GRAND BLANC (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ REVENUE 6,900 7,618 10,458 7,622 8,296 9,102 3,806 VARIABLE COST Material 2,473 2,470 2,774 2,319 2,527 2,814 1,124 Scrap 1,067 (449) 1,242 254 281 312 144 Labor 1,228 2,843 2,655 1,240 1,332 1,450 1,335 Burden 180 3,240 2,247 1,732 1,881 2,051 1,023 Adjustment for Restructuring - - - - - - - ----- ------ ------ ----- ----- ----- ----- Total Variable Cost 4,948 8,104 8,918 5,545 6,021 6,627 3,626 ----- ------ ------ ----- ----- ----- ----- CONTRIBUTION MARGIN 1,952 (485) 1,540 2,078 2,276 2,475 181 ----- ------ ------ ----- ----- ----- ----- 28.3% -6.4% 14.7% 27.3% 27.4% 27.2% 4.8% PLANT FIXED COST Third Party Rents & Leases - - - - - - - Related Party Rents & Leases 75 75 75 75 75 75 75 Launch Risk - - - - - - - Depreciation 647 645 643 645 645 645 645 Mi SBT - - - - - - - Taxes 68 68 68 73 73 73 73 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ----- ------ ------ ----- ----- ----- ----- Total Fixed Cost 790 788 786 793 793 793 793 ----- ------ ------ ----- ----- ----- ----- GROSS MARGIN 1,162 (1,273) 754 1,285 1,483 1,682 (612) ----- ------ ------ ----- ----- ----- ----- SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT - - - - - - - Taxes - - - - - - - Payroll Related Expenses - - - - - - - Gainshare - - - - - - - Other Utilities and Telephone - - - - - - - Insurance - - - - - - - Normal Course Professional - - - - - - - Maintenance & Supplies - - - - - - - Travel & Entertainment - - - - - - - Depreciation - - - - - - - Other - - - - - - - ----- ------ ------ ----- ----- ----- ----- Total SG&A Fixed - - - - - - - ----- ------ ------ ----- ----- ----- ----- SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ----- ------ ------ ----- ----- ----- ----- Total SG&A Variable - - - - - - - ----- ------ ------ ----- ----- ----- ----- INCOME BEFORE TAX 1,162 (1,273) 754 1,285 1,483 1,682 (612) ----- ------ ------ ----- ----- ----- ----- Provision for Income Taxes ----- ------ ------ ----- ----- ----- ----- NET INCOME 1,162 (1,273) 754 1,285 1,483 1,682 (612) ===== ====== ====== ===== ===== ===== ===== EBITDA CALCULATION Add: Interest - - - - - - - OEM Discount - - - - - - - Income Tax - - - - - - - Other Expense/(Income) MI SBT - - - - - - - Restructuring Fees - - - - - - - Depreceation & Amortization 647 645 643 645 645 645 645 ----- ------ ------ ----- ----- ----- ----- EBITDA 1,809 (628) 1,398 1,930 2,128 2,327 33 ===== ====== ====== ===== ===== ===== ===== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ----- ------ ------ ----- ----- ----- ----- Adjusted EBITDA 1,809 (628) 1,398 1,930 2,128 2,327 33 ===== ====== ====== ===== ===== ===== ===== F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ---- REVENUE 6,828 9,990 9,475 8,344 9,279 97,719 VARIABLE COST Material 2,079 3,076 2,840 2,490 2,794 29,780 Scrap 238 351 332 293 326 4,393 Labor 1,075 1,561 1,492 1,322 1,459 18,991 Burden 1,529 2,251 2,179 1,922 2,130 22,364 Adjustment for Restructuring - - - - - - ----- ----- ----- ----- ----- ------ Total Variable Cost 4,922 7,240 6,843 6,028 6,709 75,528 ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 1,906 2,750 2,632 2,316 2,571 22,191 ----- ----- ----- ----- ----- ------ 27.9% 27.5% 27.8% 27.8% 27.7% 22.7% PLANT FIXED COST Third Party Rents & Leases - - - - - - Related Party Rents & Leases 75 75 75 75 75 900 Launch Risk - - - - - - Depreciation 645 645 645 645 645 7,742 Mi SBT - - - - - - Taxes 73 73 73 73 73 856 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed - - - - - - ----- ----- ----- ----- ----- ------ Total Fixed Cost 793 793 793 793 793 9,498 ----- ----- ----- ----- ----- ------ GROSS MARGIN 1,113 1,957 1,839 1,523 1,778 12,693 ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT - - - - - - Taxes - - - - - - Payroll Related Expenses - - - - - - Gainshare - - - - - - Other Utilities and Telephone - - - - - - Insurance - - - - - - Normal Course Professional - - - - - - Maintenance & Supplies - - - - - - Travel & Entertainment - - - - - - Depreciation - - - - - - Other - - - - - - ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 1,113 1,957 1,839 1,523 1,778 12,693 ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ------ NET INCOME 1,113 1,957 1,839 1,523 1,778 12,693 ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - OEM Discount - - - - - - Income Tax - - - - - - Other Expense/(Income) - MI SBT - - - - - - Restructuring Fees - - - - - - Depreceation & Amortization 645 645 645 645 645 7,742 ----- ----- ----- ----- ----- ------ EBITDA 1,758 2,602 2,485 2,168 2,423 20,435 ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ------ Adjusted EBITDA 1,758 2,602 2,485 2,168 2,423 20,435 ===== ===== ===== ===== ===== ======
44 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GRAND BLANC (IN $000'S)
F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 ------ ------ ------ ------ ---- REVENUE 31,101 27,531 23,453 23,584 105,669 VARIABLE COST Material 9,377 8,379 7,034 7,070 31,860 Scrap 1,087 989 819 814 3,709 Labor 4,673 4,140 3,493 3,511 15,817 Burden 7,565 6,695 5,748 5,767 25,774 Adjustment for Restructuring - - - - - ------ ------ ------ ------ ------- Total Variable Cost 22,702 20,203 17,095 17,161 77,160 ------ ------ ------ ------ ------- CONTRIBUTION MARGIN 8,399 7,328 6,359 6,423 28,509 ------ ------ ------ ------ ------- 27.0% 26.6% 27.1% 27.2% 27.0% PLANT FIXED COST Third Party Rents & Leases - - - - - Related Party Rents & Leases 225 225 225 225 900 Launch Risk - - - - - Depreciation 1,935 1,935 1,935 1,935 7,742 Mi SBT - - - - - Taxes 224 224 224 224 897 Fees From Deluxe - - - - - Restructuring Adj. - Fixed - - - - - ------ ------ ------ ------ ------- Total Fixed Cost 2,385 2,385 2,385 2,385 9,538 ------ ------ ------ ------ ------- GROSS MARGIN 6,015 4,944 3,974 4,038 18,971 ------ ------ ------ ------ ------- SG&A - FIXED Third Party Rents & Leases - - - - - Related Party Rents & Leases - - - - - Mi SBT - - - - - Taxes - - - - - Payroll Related Expenses - - - - - Gainshare - - - - - Other Utilities and Telephone - - - - - Insurance - - - - - Normal Course Professional - - - - - Maintenance & Supplies - - - - - Travel & Entertainment - - - - - Depreciation - - - - - Other - - - - - ------ ------ ------ ------ ------- Total SG&A Fixed - - - - - ------ ------ ------ ------ ------- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------- Total SG&A Variable - - - - - ------ ------ ------ ------ ------- INCOME BEFORE TAX 6,015 4,944 3,974 4,038 18,971 ------ ------ ------ ------ ------- Provision for Income Taxes - ------ ------ ------ ------ ------- NET INCOME 6,015 4,944 3,974 4,038 18,971 ====== ====== ====== ====== ======= EBITDA CALCULATION Add: Interest - - - - - OEM Discount - - - - - Income Tax - - - - - Other Expense/(Income) - MI SBT - - - - - Restructuring Fees - - - - - Depreceation & Amortization 1,935 1,935 1,935 1,935 7,742 ------ ------ ------ ------ ------- EBITDA 7,950 6,879 5,909 5,974 26,712 ====== ====== ====== ====== ======= ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------- Adjusted EBITDA 7,950 6,879 5,909 5,974 26,712 ====== ====== ====== ====== ======= F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ REVENUE 26,711 25,133 21,412 21,420 94,676 89,084 86,851 VARIABLE COST Material 8,086 7,601 6,545 6,551 28,782 27,394 26,762 Scrap 923 872 771 762 3,329 3,179 3,106 Labor 3,979 3,760 3,193 3,192 14,124 13,264 12,918 Burden 6,631 6,234 5,389 5,378 23,631 22,861 22,249 Adjustment for Restructuring - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 19,619 18,467 15,897 15,882 69,866 66,698 65,036 ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 7,091 6,666 5,515 5,538 24,810 22,385 21,815 ------ ------ ------ ------ ------ ------ ------ 26.5% 26.5% 25.8% 25.9% 26.2% 25.1% 25.1% PLANT FIXED COST Third Party Rents & Leases - - - - - - - Related Party Rents & Leases 225 225 225 225 900 900 900 Launch Risk - - - - - - - Depreciation 1,935 1,935 1,935 1,935 7,742 7,742 7,742 Mi SBT - - - - - - - Taxes 231 231 231 231 923 951 951 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 2,391 2,391 2,391 2,391 9,565 9,593 9,593 ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 4,700 4,275 3,123 3,147 15,245 12,792 12,222 ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT - - - - - - - Taxes - - - - - - - Payroll Related Expenses - - - - - - - Gainshare - - - - - - - Other Utilities and Telephone - - - - - - - Insurance - - - - - - - Normal Course Professional - - - - - - - Maintenance & Supplies - - - - - - - Travel & Entertainment - - - - - - - Depreciation - - - - - - - Other - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 4,700 4,275 3,123 3,147 15,245 12,792 12,222 ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ NET INCOME 4,700 4,275 3,123 3,147 15,245 12,792 12,222 ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - OEM Discount - - - - - - - Income Tax - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - Restructuring Fees - - - - - - - Depreceation & Amortization 1,935 1,935 1,935 1,935 7,742 7,742 7,742 ------ ------ ------ ------ ------ ------ ------ EBITDA 6,636 6,210 5,059 5,082 22,986 20,534 19,964 ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 6,636 6,210 5,059 5,082 22,986 20,534 19,964 ====== ====== ====== ====== ====== ====== ======
45 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GRAND RAPIDS (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ REVENUE 2,763 3,601 4,217 1,857 1,557 3,516 488 VARIABLE COST Material 1,691 2,323 3,340 1,307 1,136 2,594 440 Scrap 50 44 102 170 35 293 (24) Labor 453 578 589 319 298 425 254 Burden 357 524 563 404 127 237 217 Adjustment for Restructuring - - - - - - - ----- ----- ----- ----- ----- ----- ----- Total Variable Cost 2,550 3,469 4,594 2,200 1,596 3,549 886 ----- ----- ----- ----- ----- ----- ----- CONTRIBUTION MARGIN 213 132 (378) (343) (39) (33) (399) ----- ----- ----- ----- ----- ----- ----- 7.7% 3.7% -9.0% -18.5% -2.5% -0.9% -81.8% PLANT FIXED COST Third Party Rents & Leases 201 201 201 201 201 201 201 Related Party Rents & Leases - - - - - - - Launch Risk - - - - - - - Depreciation 300 302 304 295 289 294 286 Mi SBT - - - - - - - Taxes 65 65 65 65 65 65 65 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ----- ----- ----- ----- ----- ----- ----- Total Fixed Cost 566 568 569 561 555 560 552 ----- ----- ----- ----- ----- ----- ----- GROSS MARGIN (353) (437) (947) (904) (594) (593) (950) ----- ----- ----- ----- ----- ----- ----- SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT - - - - - - - Taxes - - - - - - - Payroll Related Expenses - - - - - - - Gainshare - - - - - - - Other Utilities and Telephone - - - - - - - Insurance - - - - - - - Normal Course Professional - - - - - - - Maintenance & Supplies - - - - - - - Travel & Entertainment - - - - - - - Depreciation - - - - - - - Other - - - - - - - ----- ----- ----- ----- ----- ----- ----- Total SG&A Fixed - - - - - - - ----- ----- ----- ----- ----- ----- ----- SG& A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ----- ----- ----- ----- ----- ----- ----- Total SG&A Variable - - - - - - - ----- ----- ----- ----- ----- ----- ----- INCOME BEFORE TAX (353) (437) (947) (904) (594) (593) (950) ----- ----- ----- ----- ----- ----- ----- Provision for Income Taxes ----- ----- ----- ----- ----- ----- ----- NET INCOME (353) (437) (947) (904) (594) (593) (950) ===== ===== ===== ===== ===== ===== ===== EBITDA CALCULATION Add: Interest - - - - - - - OEM Discount - - - - - - - Income Tax - - - - - - - Other Expense/(Income) MI SBT - - - - - - - Restructuring Fees - - - - - - - Depreceation & Amortization 300 302 304 295 289 294 286 ----- ----- ----- ----- ----- ----- ----- EBITDA (53) (134) (643) (609) (305) (299) (664) ===== ===== ===== ===== ===== ===== ===== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ----- ----- ----- ----- ----- ----- ----- Adjusted EBITDA (53) (134) (643) (609) (305) (299) (664) ===== ===== ===== ===== ===== ===== ===== ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ REVENUE 2,026 2,504 1,699 1,613 1,153 26,993 VARIABLE COST Material 1,494 1,895 1,292 1,166 889 19,567 Scrap 56 41 65 50 48 930 Labor 270 338 311 307 333 4,475 Burden 230 214 260 391 409 3,932 Adjustment for Restructuring - - - - - - ----- ----- ----- ----- ----- ------ Total Variable Cost 2,050 2,487 1,927 1,914 1,679 28,904 ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN (24) 17 (228) (302) (527) (1,911) ----- ----- ----- ----- ----- ------ -1.2% 0.7% -13.4% -18.7% -45.7% -7.1% PLANT FIXED COST Third Party Rents & Leases 201 201 172 172 172 2,323 Related Party Rents & Leases - - - - - - Launch Risk - - - - - - Depreciation 284 278 275 275 (1,827) 1,356 Mi SBT - - - - - - Taxes 65 65 65 65 65 780 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed - - - - - - ----- ----- ----- ----- ----- ------ Total Fixed Cost 550 544 512 512 (1,590) 4,459 ----- ----- ----- ----- ----- ------ GROSS MARGIN (574) (526) (741) (814) 1,063 (6,370) ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT - - - - - - Taxes - - - - - - Payroll Related Expenses - - - - - - Gainshare - - - - - - Other Utilities and Telephone - - - - - - Insurance - - - - - - Normal Course Professional - - - - - - Maintenance & Supplies - - - - - - Travel & Entertainment - - - - - - Depreciation - - - - - - Other - - - - - - ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX (574) (526) (741) (814) 1,063 (6,370) ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ------ NET INCOME (574) (526) (741) (814) 1,063 (6,370) ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - OEM Discount - - - - - - Income Tax - - - - - - Other Expense/(Income) - MI SBT - - - - - - Restructuring Fees - - - - - - Depreceation & Amortization 284 278 275 275 1,827) 1,356 ----- ----- ----- ----- ----- ------ EBITDA (290) (249) (465) (539) (764) (5,014) ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ------ Adjusted EBITDA (290) (249) (465) (539) (764) (5,014) ===== ===== ===== ===== ===== ======
46 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GRAND RAPIDS (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ REVENUE 1,236 1,344 2,008 1,668 1,850 2,333 720 VARIABLE COST Material 861 958 1,554 1,321 1,462 1,858 558 Scrap 70 73 43 27 30 38 12 Labor 477 373 349 52 57 70 24 Burden 231 422 247 453 442 489 207 Adjustment for Restructuring - - - - - - - ----- ----- ----- ----- ----- ----- ----- Total Variable Cost 1,640 1,825 2,193 1,852 1,991 2,455 801 ----- ----- ----- ----- ----- ----- ----- CONTRIBUTION MARGIN (404) (481) (185) (184) (141) (123) (80) ----- ----- ----- ----- ----- ----- ----- -32.7% -35.8% -9.2% -11.1% -7.6% -5.3% -11.1% PLANT FIXED COST Third Party Rents & Leases 172 172 172 201 201 201 201 Related Party Rents & Leases - - - - - - - Launch Risk - - - - - - - Depreciation 101 102 104 102 102 102 102 Mi SBT - - - - - - - Taxes 65 65 65 67 67 67 67 Fees From Deluxe - - - - - - - Restructuring Adj. - Fixed - - - - - - - ----- ----- ----- ----- ----- ----- ----- Total Fixed Cost 338 339 341 370 370 370 370 ----- ----- ----- ----- ----- ----- ----- GROSS MARGIN (742) (820) (526) (555) (511) (493) (450) ----- ----- ----- ----- ----- ----- ----- SG&A - FIXED Third Party Rents & Leases - - - - - - - Related Party Rents & Leases - - - - - - - Mi SBT - - - - - - - Taxes - - - - - - - Payroll Related Expenses - - - - - - - Gainshare - - - - - - - Other Utilities and Telephone - - - - - - - Insurance - - - - - - - Normal Course Professional - - - - - - - Maintenance & Supplies - - - - - - - Travel & Entertainment - - - - - - - Depreciation - - - - - - - Other - - - - - - - ----- ----- ----- ----- ----- ----- ----- Total SG&A Fixed - - - - - - - ----- ----- ----- ----- ----- ----- ----- SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ----- ----- ----- ----- ----- ----- ----- Total SG&A Variable - - - - - - - ----- ----- ----- ----- ----- ----- ----- INCOME BEFORE TAX (742) (820) (526) (555) (511) (493) (450) ----- ----- ----- ----- ----- ----- ----- Provision for Income Taxes ----- ----- ----- ----- ----- ----- ----- NET INCOME (742) (820) (526) (555) (511) (493) (450) ===== ===== ===== ===== ===== ===== ===== EBITDA CALCULATION Add: Interest - - - - - - - OEM Discount - - - - - - - Income Tax - - - - - - - Other Expense/(Income) MI SBT - - - - - - - Restructuring Fees - - - - - - - Depreceation & Amortization 101 102 104 102 102 102 102 ----- ----- ----- ----- ----- ----- ----- EBITDA (641) (718) (422) (452) (409) (390) (348) ===== ===== ===== ===== ===== ===== ===== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ----- ----- ----- ----- ----- ----- ----- Adjusted EBITDA (641) (718) (422) (452) (409) (390) (348) ===== ===== ===== ===== ===== ===== ===== F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ REVENUE 2,404 3,361 3,131 2,635 2,803 25,492 VARIABLE COST Material 1,765 2,388 2,158 1,816 1,929 18,626 Scrap 42 60 57 48 51 551 Labor 82 119 115 97 103 1,919 Burden 221 234 260 15 216 3,437 Adjustment for Restructuring - - - - - - ----- ----- ----- ----- ----- ------ Total Variable Cost 2,110 2,800 2,590 1,976 2,299 24,533 ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 293 561 541 659 504 959 ----- ----- ----- ----- ----- ------ 12.2% 16.7% 17.3% 25.0% 18.0% 3.8% PLANT FIXED COST Third Party Rents & Leases 201 201 201 201 201 2,323 Related Party Rents & Leases - - - - - - Launch Risk - - - - - - Depreciation 102 102 102 102 102 1,229 Mi SBT - - - - - - Taxes 67 67 67 67 67 798 Fees From Deluxe - - - - - - Restructuring Adj. - Fixed - - - - - - ----- ----- ----- ----- ----- ------ Total Fixed Cost 370 370 370 370 370 4,350 ----- ----- ----- ----- ----- ------ GROSS MARGIN (77) 191 171 289 133 (3,391) ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - Related Party Rents & Leases - - - - - - Mi SBT - - - - - - Taxes - - - - - - Payroll Related Expenses - - - - - - Gainshare - - - - - - Other Utilities and Telephone - - - - - - Insurance - - - - - - Normal Course Professional - - - - - - Maintenance & Supplies - - - - - - Travel & Entertainment - - - - - - Depreciation - - - - - - Other - - - - - - ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX (77) 191 171 289 133 (3,391) ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ------ NET INCOME (77) 191 171 289 133 (3,391) ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - OEM Discount - - - - - - Income Tax - - - - - - Other Expense/(Income) - MI SBT - - - - - - Restructuring Fees - - - - - - Depreceation & Amortization 102 102 102 102 102 1,229 ----- ----- ----- ----- ----- ------ EBITDA 26 293 273 391 236 (2,162) ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ------ Adjusted EBITDA 26 293 273 391 236 (2,162) ===== ===== ===== ===== ===== ======
47 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GRAND RAPIDS (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 8,932 9,099 6,793 6,758 31,582 7,003 6,856 5,886 6,023 25,768 19,592 12,091 VARIABLE COST Material 6,165 6,284 4,779 4,782 22,009 4,871 4,771 4,092 4,169 17,903 13,258 6,905 Scrap 179 182 136 135 632 140 137 118 120 515 392 242 Labor 694 700 611 609 2,613 557 550 517 524 2,148 1,762 1,569 Burden 175 232 (806) (840) (1,238) (135) (212) (579) (472) (1,398) (1,878) (2,393) Adjustment for Restructuring - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Variable Cost 7,213 7,397 4,720 4,686 24,016 5,433 5,246 4,147 4,341 19,167 13,534 6,322 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ CONTRIBUTION MARGIN 1,720 1,701 2,073 2,072 7,566 1,570 1,610 1,739 1,682 6,601 6,058 5,768 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ 19.3% 18.7% 30.5% 30.7% 24.0% 22.4% 23.5% 29.5% 27.9% 25.6% 30.9% 47.7% PLANT FIXED COST Third Party Rents & Leases 602 602 602 602 2,410 602 602 602 602 2,410 2,410 2,410 Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 307 307 307 307 1,229 307 307 307 307 1,229 1,229 1,229 Mi SBT - - - - - - - - - - - - Taxes 207 207 207 207 828 213 213 213 213 852 878 878 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Fixed Cost 1,117 1,117 1,117 1,117 4,466 1,123 1,123 1,123 1,123 4,491 4,517 4,517 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ GROSS MARGIN 603 585 956 956 3,100 447 488 616 559 2,110 1,541 1,252 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ INCOME BEFORE TAX 603 585 956 956 3,100 447 488 616 559 2,110 1,541 1,252 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Provision for Income Taxes - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ NET INCOME 603 585 956 956 3,100 447 488 616 559 2,110 1,541 1,252 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 307 307 307 307 1,229 307 307 307 307 1,229 1,229 1,229 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ EBITDA 910 892 1,264 1,263 4,329 755 795 924 866 3,339 2,770 2,481 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Adjusted EBITDA 910 892 1,264 1,263 4,329 755 795 924 866 3,339 2,770 2,481 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
48 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT SEABROOK (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 3,990 5,241 6,197 4,475 5,468 5,835 2,347 4,451 4,975 4,021 3,662 2,995 53,655 VARIABLE COST Material 1,063 1,647 1,682 1,336 1,604 1,690 715 1,278 1,469 1,185 1,112 777 15,559 Scrap 175 253 304 160 197 197 80 147 179 153 190 158 2,195 Labor 1,423 1,777 2,076 1,309 1,572 1,571 910 1,246 1,436 1,384 1,180 1,185 17,069 Burden 689 930 968 648 791 821 549 520 621 549 553 643 8,281 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 3,350 4,607 5,029 3,453 4,164 4,278 2,255 3,191 3,705 3,270 3,037 2,763 43,103 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 640 634 1,168 1,022 1,303 1,557 92 1,259 1,269 751 625 232 10,552 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 16.0% 12.1% 18.8% 22.8% 23.8% 26.7% 3.9% 28.3% 25.5% 18.7% 17.1% 7.7% 19.7% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 229 227 238 238 237 237 232 231 231 231 231 231 2,795 Mi SBT - - - - - - - - - - - - - Taxes 8 8 8 8 8 8 8 8 8 9 73 8 161 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 237 235 246 246 245 245 240 239 239 241 304 239 2,956 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 403 399 922 776 1,058 1,312 (148) 1,020 1,030 510 321 (8) 7,596 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 403 399 922 776 1,058 1,312 (148) 1,020 1,030 510 321 (8) 7,596 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 403 399 922 776 1,058 1,312 (148) 1,020 1,030 510 321 (8) 7,596 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 229 227 238 238 237 237 232 231 231 231 231 231 2,795 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 632 627 1,160 1,014 1,295 1,549 84 1,251 1,261 741 553 224 10,391 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 632 627 1,160 1,014 1,295 1,549 84 1,251 1,261 741 553 224 10,391 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
49 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT SEABROOK (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 3,614 3,242 4,576 2,934 3,421 3,365 1,138 2,762 3,705 3,091 2,707 2,976 37,530 VARIABLE COST Material 1,095 1,091 1,779 830 970 965 339 824 1,100 915 774 876 11,559 Scrap 110 125 148 142 166 158 42 128 176 147 127 139 1,609 Labor 1,311 1,161 1,379 530 610 602 192 488 667 559 496 541 8,535 Burden 618 721 691 649 753 742 256 608 818 683 602 662 7,803 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 3,133 3,100 3,997 2,151 2,498 2,466 830 2,048 2,761 2,304 1,999 2,218 29,505 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 481 143 578 784 922 899 308 714 944 787 708 757 8,025 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 13.3% 4.4% 12.6% 26.7% 27.0% 26.7% 27.1% 25.9% 25.5% 25.5% 26.1% 25.5% 21.4% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 231 231 231 231 231 231 231 231 231 231 231 231 2,776 Mi SBT - - - - - - - - - - - - - Taxes 8 8 8 14 14 14 14 14 14 14 14 14 148 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 239 239 239 245 245 245 245 245 245 245 245 245 2,924 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 242 (96) 339 538 677 654 63 469 698 542 463 512 5,102 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 242 (96) 339 538 677 654 63 469 698 542 463 512 5,102 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 242 (96) 339 538 677 654 63 469 698 542 463 512 5,102 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 231 231 231 231 231 231 231 231 231 231 231 231 2,776 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 474 135 570 770 908 885 294 700 930 773 694 744 7,877 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 474 135 570 770 908 885 294 700 930 773 694 744 7,877 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
50 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT SEABROOK (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 8,358 7,982 5,666 5,881 27,887 6,259 6,152 3,928 4,010 20,349 9,498 6,972 VARIABLE COST Material 2,720 2,635 1,761 1,849 8,965 1,939 1,893 658 680 5,170 681 (51) Scrap 384 362 251 261 1,258 279 274 167 171 891 292 152 Labor 1,718 1,678 1,339 1,369 6,103 1,345 1,330 1,129 1,142 4,946 3,036 2,465 Burden 1,981 1,909 1,431 1,475 6,796 1,644 1,622 1,205 1,223 5,694 3,256 2,760 Adjustment for Restructuring - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ Total Variable Cost 6,803 6,584 4,781 4,954 23,122 5,207 5,119 3,160 3,216 16,701 7,266 5,327 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ CONTRIBUTION MARGIN 1,556 1,398 885 926 4,765 1,052 1,033 768 795 3,648 2,233 1,645 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ 18.6% 17.5% 15.6% 15.8% 17.1% 16.8% 16.8% 19.5% 19.8% 17.9% 23.5% 23.6% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 694 694 694 694 2,776 694 694 694 694 2,776 2,776 2,776 Mi SBT - - - - - - - - - - - - Taxes 43 43 43 43 171 44 44 44 44 176 182 182 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ Total Fixed Cost 737 737 737 737 2,947 738 738 738 738 2,952 2,957 2,957 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ GROSS MARGIN 819 661 148 190 1,818 314 295 30 57 696 (725) (1,312) ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ Total SG&A Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ Total SG&A Variable - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ INCOME BEFORE TAX 819 661 148 190 1,818 314 295 30 57 696 (725) (1,312) ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ Provision for Income Taxes - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ NET INCOME 819 661 148 190 1,818 314 295 30 57 696 (725) (1,312) ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 694 694 694 694 2,776 694 694 694 694 2,776 2,776 2,776 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ EBITDA 1,513 1,355 842 884 4,594 1,008 989 724 751 3,472 2,051 1,464 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ===== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------ Adjusted EBITDA 1,513 1,355 842 884 4,594 1,008 989 724 751 3,472 2,051 1,464 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ===== ======
51 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT WALLACEBURG / NEW BUSINESS (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 645 751 1,321 1,039 893 1,000 217 524 813 437 352 91 8,084 VARIABLE COST Material 361 428 814 522 556 559 138 317 480 231 247 99 4,752 Scrap 9 12 18 18 16 17 2 10 13 6 5 - 126 Labor 120 187 223 206 167 154 63 96 124 121 76 73 1,610 Burden 44 77 43 95 76 99 19 28 34 12 22 31 581 Adjustment for Restructuring - - - - - - - - - - - - - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- Total Variable Cost 534 705 1,099 841 816 829 223 451 649 370 350 203 7,069 ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- CONTRIBUTION MARGIN 111 47 222 199 77 171 (6) 73 164 67 3 (112) 1,015 ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- 17.1% 6.2% 16.8% 19.1% 8.6% 17.1% -2.6% 13.9% 20.1% 15.3% 0.8% -123.2% 12.6% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases 14 14 14 - 29 14 14 14 14 14 14 14 171 Launch Risk - - - - - - - - - - - - - Depreciation 8 7 8 8 6 1 1 1 1 1 1 1 46 Mi SBT - - - - - - - - - - - - - Taxes (52) 26 (41) 71 (71) (15) 12 2 (15) (17) 35 62 (3) Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- Total Fixed Cost (30) 47 (19) 79 (36) 1 27 18 1 (1) 51 78 214 ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- GROSS MARGIN 140 (1) 241 120 113 170 (33) 55 163 68 (48) (190) 801 ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- Total SG&A Fixed - - - - - - - - - - - - - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- Total SG&A Variable - - - - - - - - - - - - - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- INCOME BEFORE TAX 140 (1) 241 120 113 170 (33) 55 163 68 (48) (190) 801 ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- Provision for Income Taxes - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- NET INCOME 140 (1) 241 120 113 170 (33) 55 163 68 (48) (190) 801 ==== ==== ===== ===== ==== ===== ===== ==== ===== ==== ==== ====== ===== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 8 7 8 8 6 1 1 1 1 1 1 1 46 ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- EBITDA 149 7 249 128 120 172 (32) 56 164 69 (47) (189) 846 ==== ==== ===== ===== ==== ===== ===== ==== ===== ==== ==== ====== ===== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ ----- Adjusted EBITDA 149 7 249 128 120 172 (32) 56 164 69 (47) (189) 846 ==== ==== ===== ===== ==== ===== ===== ==== ===== ==== ==== ====== =====
52 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT *Please Note - All fixed costs are associated WALLACEBURG / NEW BUSINESS with Wallaceburg plant and are not related to (IN $000'S) New Business programs in 2004 and out years.
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE (11) (13) (1) - - - 1,401 2,900 3,687 3,228 2,661 2,886 16,739 VARIABLE COST Material (2) (0) - - - - 821 1,700 2,161 1,892 1,560 1,691 9,824 Scrap - - - - - - - - - - - - - Labor - - - - - - 158 326 415 363 299 325 1,886 Burden - - - - - - 139 288 367 321 265 287 1,667 Adjustment for Restructuring - - - - - - - - - - - - - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost (2) (0) - - - - 1,118 2,315 2,943 2,577 2,124 2,303 13,378 ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN (9) (13) (1) - - - 283 585 744 652 537 582 3,361 ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ 82.6% 98.2% 100.0% #DIV/0! #DIV/0! #DIV/0! 20.2% 20.2% 20.2% 20.2% 20.2% 20.2% 20.1% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases 14 14 14 14 14 14 14 14 14 14 14 14 171 Launch Risk - - - - - - 83 83 83 83 83 83 500 Depreciation 1 1 2 1 1 1 1 1 1 1 1 1 16 Mi SBT - - - - - - - - - - - - - Taxes 5 4 22 (0) (0) (0) (0) (0) (0) (0) (0) (0) 29 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 21 20 38 15 15 15 99 99 99 99 99 99 717 ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN (30) (33) (38) (15) (15) (15) 184 487 645 553 438 484 2,644 ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX (30) (33) (38) (15) (15) (15) 184 487 645 553 438 484 2,644 ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ NET INCOME (30) (33) (38) (15) (15) (15) 184 487 645 553 438 484 2,644 ==== ===== ===== ===== ===== ==== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 1 1 2 1 1 1 1 1 1 1 1 1 16 ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ EBITDA (29) (32) (37) (14) (14) (14) 185 488 647 554 440 485 2,660 ==== ===== ===== ===== ===== ==== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA (29) (32) (37) (14) (14) (14) 185 488 647 554 440 485 2,660 ==== ===== ===== ===== ===== ==== ===== ===== ===== ===== ===== ===== ======
53 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT WALLACEBURG / NEW BUSINESS (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 9,861 9,861 8,320 8,320 36,363 9,245 9,091 8,807 18,365 45,508 107,195 118,372 VARIABLE COST Material 5,781 5,781 4,877 4,877 21,316 5,419 5,329 4,687 7,929 23,364 43,295 46,576 Scrap - - - - - - - - - - - - Labor 1,110 1,110 936 936 4,091 1,040 1,023 1,102 2,730 5,895 16,635 18,658 Burden 981 981 828 828 3,617 920 904 1,186 3,678 6,688 23,417 26,663 Adjustment for Restructuring - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- Total Variable Cost 7,871 7,871 6,641 6,641 29,024 7,379 7,256 6,975 14,337 35,948 83,346 91,897 ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- CONTRIBUTION MARGIN 1,990 1,990 1,679 1,679 7,339 1,866 1,835 1,831 4,028 9,560 23,848 26,475 ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- 20.2% 20.2% 20.2% 20.2% 20.2% 20.2% 20.2% 20.8% 21.9% 21.0% 22.2% 22.4% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases 43 43 43 43 171 43 43 43 43 171 171 171 Launch Risk 250 250 250 250 1,000 250 250 1,446 1,446 3,393 5,785 5,785 Depreciation - - - - - - - - - - 16 16 Mi SBT - - - - - - - - - - - - Taxes (1) (1) (1) (1) (3) (1) (1) (1) (1) (3) (3) (3) Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- Total Fixed Cost 292 292 292 292 1,168 292 292 1,488 1,488 3,560 5,969 5,969 ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- GROSS MARGIN 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,879 20,506 ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- Total SG&A Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- Total SG&A Variable - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- INCOME BEFORE TAX 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,879 20,506 ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- Provision for Income Taxes - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- NET INCOME 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,879 20,506 ===== ===== ===== ===== ====== ===== ===== ===== ====== ====== ======= ======= EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization - - - - - - - - - - 16 16 ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- EBITDA 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,896 20,522 ===== ===== ===== ===== ====== ===== ===== ===== ====== ====== ======= ======= ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- ------- Adjusted EBITDA 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,896 20,522 ===== ===== ===== ===== ====== ===== ===== ===== ====== ====== ======= =======
54 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GROESBECK (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 7,463 8,868 10,767 7,708 7,624 8,253 4,562 6,232 8,838 7,510 7,218 6,568 91,611 VARIABLE COST Material 2,460 3,373 4,332 2,889 2,965 3,301 1,728 2,352 3,262 2,917 2,902 2,811 35,292 Scrap 128 165 180 165 139 139 71 110 183 150 119 89 1,637 Labor 1,854 1,926 2,305 1,755 1,637 1,855 1,296 1,585 2,022 1,682 1,613 1,889 21,419 Burden 293 562 636 437 447 496 305 347 374 399 442 590 5,328 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 4,735 6,026 7,453 5,246 5,189 5,791 3,399 4,395 5,841 5,147 5,076 5,379 63,676 ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 2,728 2,843 3,314 2,462 2,435 2,462 1,163 1,837 2,998 2,363 2,141 1,189 27,935 ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 36.6% 32.1% 30.8% 31.9% 31.9% 29.8% 25.5% 29.5% 33.9% 31.5% 29.7% 18.1% 30.5% PLANT FIXED COST Third Party Rents & Leases 77 93 77 77 93 77 77 77 77 77 137 77 1,021 Related Party Rents & Leases 118 118 118 118 118 118 118 118 118 118 118 118 1,416 Launch Risk - - - - - - - - - - - - - Depreciation 156 161 167 156 151 130 160 160 165 160 160 155 1,880 Mi SBT - - - - - - - - - - - - - Taxes 21 21 21 21 21 21 21 21 21 21 125 (83) 257 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 373 394 384 373 383 347 377 377 382 376 540 267 4,575 ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 2,355 2,449 2,930 2,089 2,052 2,115 786 1,460 2,615 1,986 1,601 921 23,360 ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 2,355 2,449 2,930 2,089 2,052 2,115 786 1,460 2,615 1,986 1,601 921 23,360 ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 2,355 2,449 2,930 2,089 2,052 2,115 786 1,460 2,615 1,986 1,601 921 23,360 ===== ===== ====== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 156 161 167 156 151 130 160 160 165 160 160 155 1,880 ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 2,511 2,610 3,097 2,245 2,202 2,245 946 1,620 2,781 2,146 1,761 1,076 25,241 ===== ===== ====== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 2,511 2,610 3,097 2,245 2,202 2,245 946 1,620 2,781 2,146 1,761 1,076 25,241 ===== ===== ====== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
55 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GROESBECK (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 5,556 6,940 9,200 6,106 6,727 7,556 2,800 5,490 6,493 5,036 4,048 4,439 70,390 VARIABLE COST Material 2,361 2,760 3,921 2,249 2,486 2,798 1,022 2,026 2,385 1,818 1,457 1,585 26,867 Scrap 94 116 145 90 100 112 41 81 96 74 60 66 1,076 Labor 1,500 1,718 2,045 804 887 996 336 814 957 741 599 676 12,073 Burden 301 544 630 821 910 1,020 643 816 982 762 607 710 8,744 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 4,256 5,139 6,741 3,964 4,382 4,926 2,043 3,737 4,420 3,394 2,722 3,036 48,761 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 1,300 1,801 2,459 2,142 2,345 2,630 758 1,752 2,073 1,642 1,326 1,403 21,629 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 23.4% 25.9% 26.7% 35.1% 34.9% 34.8% 27.1% 31.9% 31.9% 32.6% 32.8% 31.6% 30.7% PLANT FIXED COST Third Party Rents & Leases 77 77 77 77 77 77 77 77 77 77 77 77 930 Related Party Rents & Leases 118 118 118 118 118 118 118 118 118 118 118 118 1,416 Launch Risk - - - - - - - - - - - - - Depreciation 135 133 147 138 138 138 138 138 138 138 138 138 1,657 Mi SBT - - - - - - - - - - - - - Taxes 21 21 21 22 22 22 22 22 22 22 22 22 263 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 352 350 364 356 356 356 356 356 356 356 356 356 4,266 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 948 1,451 2,095 1,786 1,990 2,274 402 1,397 1,718 1,286 970 1,047 17,363 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 948 1,451 2,095 1,786 1,990 2,274 402 1,397 1,718 1,286 970 1,047 17,363 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 948 1,451 2,095 1,786 1,990 2,274 402 1,397 1,718 1,286 970 1,047 17,363 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 135 133 147 138 138 138 138 138 138 138 138 138 1,657 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 1,083 1,584 2,242 1,924 2,128 2,412 540 1,535 1,856 1,424 1,108 1,185 19,021 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 1,083 1,584 2,242 1,924 2,128 2,412 540 1,535 1,856 1,424 1,108 1,185 19,021 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
56 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT GROESBECK (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ REVENUE 14,543 14,721 12,682 13,257 55,204 14,206 11,374 9,664 9,885 45,130 42,552 42,427 VARIABLE COST Material 5,128 5,203 4,435 4,660 19,425 5,052 4,239 3,611 3,694 16,596 15,985 15,857 Scrap 218 221 190 199 828 213 171 145 148 677 638 636 Labor 2,444 2,463 2,266 2,320 9,493 2,155 1,823 1,658 1,681 7,316 6,968 6,903 Burden 1,750 1,781 1,443 1,540 6,515 2,193 1,652 1,377 1,415 6,636 6,436 6,897 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ Total Variable Cost 9,541 9,668 8,335 8,719 36,261 9,612 7,885 6,791 6,937 31,226 30,027 30,294 ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ CONTRIBUTION MARGIN 5,003 5,054 4,347 4,539 18,943 4,594 3,489 2,874 2,948 13,904 12,525 12,133 ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ 34.4% 34.3% 34.3% 34.2% 34.3% 32.3% 30.7% 29.7% 29.8% 30.8% 29.4% 28.6% PLANT FIXED COST Third Party Rents & Leases 232 232 232 232 930 232 232 232 232 930 930 930 Related Party Rents & Leases 354 354 354 354 1,416 354 354 354 354 1,416 1,416 1,416 Launch Risk - - - - - - - - - - - - Depreciation 414 414 414 414 1,657 414 414 414 414 1,657 1,657 1,657 Mi SBT - - - - - - - - - - - - Taxes 68 68 68 68 273 70 70 70 70 281 289 289 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ Total Fixed Cost 1,069 1,069 1,069 1,069 4,276 1,071 1,071 1,071 1,071 4,284 4,293 4,293 ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ GROSS MARGIN 3,934 3,985 3,278 3,470 14,667 3,523 2,418 1,803 1,877 9,620 8,232 7,841 ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ INCOME BEFORE TAX 3,934 3,985 3,278 3,470 14,667 3,523 2,418 1,803 1,877 9,620 8,232 7,841 ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ NET INCOME 3,934 3,985 3,278 3,470 14,667 3,523 2,418 1,803 1,877 9,620 8,232 7,841 ====== ====== ====== ====== ====== ====== ====== ===== ===== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 414 414 414 414 1,657 414 414 414 414 1,657 1,657 1,657 ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ EBITDA 4,348 4,399 3,693 3,884 16,324 3,937 2,832 2,217 2,291 11,277 9,889 9,498 ====== ====== ====== ====== ====== ====== ====== ===== ===== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ Adjusted EBITDA 4,348 4,399 3,693 3,884 16,324 3,937 2,832 2,217 2,291 11,277 9,889 9,498 ====== ====== ====== ====== ====== ====== ====== ===== ===== ====== ====== ======
57 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MALYN (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 3,165 3,181 3,177 2,301 2,435 2,855 1,953 1,279 3,615 3,436 3,214 3,003 33,615 VARIABLE COST Material 1,707 1,810 2,027 1,427 1,465 1,629 1,221 553 2,361 2,163 2,365 1,935 20,663 Scrap 14 11 20 5 31 41 26 6 22 10 21 12 220 Labor 470 435 455 369 356 457 339 360 587 451 435 557 5,270 Burden 88 83 109 79 107 108 54 92 77 120 79 76 1,074 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 2,280 2,339 2,611 1,881 1,959 2,235 1,639 1,011 3,048 2,744 2,900 2,580 27,227 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 885 842 566 420 476 620 314 269 567 692 314 423 6,388 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 28.0% 26.5% 17.8% 18.3% 19.5% 21.7% 16.1% 21.0% 15.7% 20.1% 9.8% 14.1% 19.0% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases 47 47 47 47 47 47 47 47 47 93 47 47 605 Launch Risk - - - - - - - - - - - - - Depreciation 23 27 28 28 28 28 22 22 22 24 24 25 300 Mi SBT - - - - - - - - - - - - - Taxes 8 8 16 (1) 8 8 8 8 8 8 8 8 90 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 77 81 91 73 82 82 76 76 76 125 78 79 995 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 808 761 475 348 394 538 238 193 491 567 236 344 5,393 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 808 761 475 348 394 538 238 193 491 567 236 344 5,393 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 808 761 475 348 394 538 238 193 491 567 236 344 5,393 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 23 27 28 28 28 28 22 22 22 24 24 25 300 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 831 788 503 375 422 566 260 215 513 591 260 369 5,693 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 831 788 503 375 422 566 260 215 513 591 260 369 5,693 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
58 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MALYN Note: Contains approx. $24M in passthrough business for 2004 (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 3,099 3,845 5,021 3,504 3,753 4,206 1,862 3,556 4,265 3,554 2,904 3,126 42,696 VARIABLE COST Material 2,003 2,604 3,327 2,351 2,531 2,838 1,264 2,425 2,908 2,423 1,979 2,130 28,782 Scrap 25 44 39 51 53 59 26 50 60 50 41 43 539 Labor 522 557 640 199 205 230 104 194 232 194 159 171 3,406 Burden 77 90 251 231 242 272 121 223 267 223 183 197 2,376 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 2,627 3,295 4,256 2,833 3,029 3,398 1,515 2,890 3,467 2,889 2,361 2,541 35,103 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 473 549 765 672 724 808 346 665 798 665 543 585 7,593 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 15.2% 14.3% 15.2% 19.2% 19.3% 19.2% 18.6% 18.7% 18.7% 18.7% 18.7% 18.7% 17.8% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases 47 47 47 47 47 47 47 47 47 47 47 47 558 Launch Risk - - - - - - - - - - - - - Depreciation 23 23 23 23 23 23 23 23 23 23 23 23 280 Mi SBT - - - - - - - - - - - - - Taxes 8 8 8 8 8 8 8 8 8 8 8 8 92 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 77 77 77 78 78 78 78 78 78 78 78 78 930 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 395 472 687 594 646 731 269 588 721 587 465 507 6,663 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 395 472 687 594 646 731 269 588 721 587 465 507 6,663 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 395 472 687 594 646 731 269 588 721 587 465 507 6,663 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 23 23 23 23 23 23 23 23 23 23 23 23 280 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 419 495 711 618 669 754 292 611 744 611 489 531 6,943 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 419 495 711 618 669 754 292 611 744 611 489 531 6,943 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
59 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MALYN (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 9,801 9,032 9,135 9,366 37,335 9,442 9,375 8,037 8,326 35,181 32,686 20,987 VARIABLE COST Material 6,687 6,181 6,221 6,381 25,470 6,446 6,398 5,486 5,678 24,007 22,329 14,523 Scrap 135 124 126 129 513 130 129 110 115 484 449 286 Labor 529 477 498 510 2,014 507 505 432 450 1,894 1,747 1,021 Burden 596 531 565 577 2,270 582 579 495 518 2,174 2,054 1,199 Adjustment for Restructuring - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Variable Cost 7,946 7,313 7,411 7,597 30,268 7,665 7,611 6,523 6,761 28,559 26,579 17,028 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ CONTRIBUTION MARGIN 1,855 1,719 1,724 1,769 7,067 1,778 1,764 1,514 1,566 6,621 6,107 3,959 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ 18.9% 19.0% 18.9% 18.9% 18.9% 18.8% 18.8% 18.8% 18.8% 18.8% 18.7% 18.9% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases 140 140 140 140 558 140 140 140 140 558 558 558 Launch Risk - - - - - - - - - - - - Depreciation 70 70 70 70 280 70 70 70 70 280 280 280 Mi SBT - - - - - - - - - - - - Taxes 24 24 24 24 95 25 25 25 25 98 101 101 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Fixed Cost 233 233 233 233 934 234 234 234 234 936 939 939 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ GROSS MARGIN 1,621 1,486 1,491 1,536 6,133 1,544 1,530 1,280 1,331 5,685 5,168 3,019 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ INCOME BEFORE TAX 1,621 1,486 1,491 1,536 6,133 1,544 1,530 1,280 1,331 5,685 5,168 3,019 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Provision for Income Taxes - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ NET INCOME 1,621 1,486 1,491 1,536 6,133 1,544 1,530 1,280 1,331 5,685 5,168 3,019 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 70 70 70 70 280 70 70 70 70 280 280 280 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ EBITDA 1,691 1,556 1,561 1,606 6,413 1,614 1,600 1,350 1,401 5,965 5,448 3,299 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Adjusted EBITDA 1,691 1,556 1,561 1,606 6,413 1,614 1,600 1,350 1,401 5,965 5,448 3,299 ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
60 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARPER (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 6,759 8,754 10,905 7,601 8,510 10,011 4,644 5,909 8,043 6,547 6,286 5,945 89,914 VARIABLE COST Material 3,109 3,897 4,807 3,252 3,711 4,326 2,046 2,677 3,530 2,902 2,976 3,242 40,475 Scrap 157 160 198 189 142 146 90 117 151 115 61 83 1,609 Labor 1,487 1,829 2,188 1,469 1,638 1,899 1,130 1,416 1,757 1,335 1,212 1,329 18,687 Burden 204 651 882 67 400 538 379 216 400 360 232 449 4,778 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 4,955 6,537 8,074 4,978 5,891 6,908 3,644 4,426 5,838 4,712 4,482 5,103 65,549 ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 1,804 2,217 2,830 2,624 2,619 3,102 1,000 1,483 2,206 1,835 1,804 842 24,365 ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ 26.7% 25.3% 26.0% 34.5% 30.8% 31.0% 21.5% 25.1% 27.4% 28.0% 28.7% 14.2% 27.1% PLANT FIXED COST Third Party Rents & Leases 168 168 168 168 168 168 168 168 27 100 100 100 1,667 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 143 143 151 152 153 152 150 148 140 115 114 99 1,660 Mi SBT - - - - - - - - - - - - - Taxes 17 17 17 17 17 17 17 17 17 17 17 17 204 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 328 328 336 336 337 336 334 333 184 232 231 216 3,531 ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 1,476 1,889 2,494 2,287 2,282 2,766 665 1,150 2,022 1,603 1,573 626 20,834 ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 1,476 1,889 2,494 2,287 2,282 2,766 665 1,150 2,022 1,603 1,573 626 20,834 ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ NET INCOME 1,476 1,889 2,494 2,287 2,282 2,766 665 1,150 2,022 1,603 1,573 626 20,834 ===== ===== ====== ===== ===== ====== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 143 143 151 152 153 152 150 148 140 115 114 99 1,660 ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ EBITDA 1,619 2,032 2,646 2,439 2,435 2,918 815 1,298 2,162 1,718 1,687 725 22,494 ===== ===== ====== ===== ===== ====== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 1,619 2,032 2,646 2,439 2,435 2,918 815 1,298 2,162 1,718 1,687 725 22,494 ===== ===== ====== ===== ===== ====== ===== ===== ===== ===== ===== ===== ======
61 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARPER Note: Contains approx. $6M in passthrough business for 2004 (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 5,198 6,241 7,894 5,700 6,123 6,898 2,973 5,619 7,426 6,553 5,437 5,770 71,834 VARIABLE COST Material 2,363 2,839 3,681 2,658 2,857 3,222 1,399 2,591 3,309 2,860 2,371 2,511 32,660 Scrap 79 91 121 80 86 97 42 79 104 92 76 81 1,026 Labor 1,220 1,305 1,541 479 518 581 253 501 746 691 577 614 9,027 Burden 328 320 473 901 971 1,092 481 911 1,251 1,109 928 981 9,745 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 3,989 4,556 5,816 4,118 4,432 4,991 2,174 4,082 5,410 4,752 3,952 4,187 52,459 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 1,209 1,686 2,078 1,582 1,691 1,907 799 1,537 2,016 1,801 1,485 1,583 19,375 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 23.3% 27.0% 26.3% 27.8% 27.6% 27.6% 26.9% 27.4% 27.1% 27.5% 27.3% 27.4% 27.0% PLANT FIXED COST Third Party Rents & Leases 100 100 100 100 100 100 100 100 100 100 100 100 1,200 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 87 100 96 94 94 94 94 94 94 94 94 94 1,130 Mi SBT - - - - - - - - - - - - - Taxes 17 17 17 18 18 18 18 18 18 18 18 18 209 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 204 217 213 212 212 212 212 212 212 212 212 212 2,539 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 1,005 1,469 1,865 1,371 1,480 1,696 588 1,325 1,804 1,590 1,273 1,371 16,837 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 1,005 1,469 1,865 1,371 1,480 1,696 588 1,325 1,804 1,590 1,273 1,371 16,837 ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ NET INCOME 1,005 1,469 1,865 1,371 1,480 1,696 588 1,325 1,804 1,590 1,273 1,371 16,837 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 87 100 96 94 94 94 94 94 94 94 94 94 1,130 ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ EBITDA 1,092 1,569 1,961 1,465 1,574 1,790 682 1,419 1,899 1,684 1,367 1,465 17,967 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 1,092 1,569 1,961 1,465 1,574 1,790 682 1,419 1,899 1,684 1,367 1,465 17,967 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
62 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARPER (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ REVENUE 18,808 19,177 15,313 14,980 68,278 17,507 14,874 13,016 12,601 57,999 51,099 34,293 VARIABLE COST Material 8,029 8,184 6,543 6,338 29,096 7,473 6,290 5,510 5,318 24,590 21,894 14,261 Scrap 263 268 214 210 956 245 208 182 176 812 715 480 Labor 2,960 2,995 2,533 2,494 10,981 2,568 2,355 2,154 2,126 9,203 7,263 5,666 Burden 2,266 2,323 1,650 1,592 7,831 2,273 1,902 1,557 1,467 7,200 7,610 5,600 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 13,519 13,771 10,941 10,633 48,864 12,559 10,754 9,403 9,088 41,805 37,482 26,006 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 5,289 5,406 4,373 4,346 19,414 4,948 4,120 3,612 3,514 16,194 13,617 8,286 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 28.1% 28.2% 28.6% 29.0% 28.4% 28.3% 27.7% 27.8% 27.9% 27.9% 26.6% 24.2% PLANT FIXED COST Third Party Rents & Leases 300 300 300 300 1,200 300 300 300 300 1,200 1,200 1,200 Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 282 282 282 282 1,130 282 282 282 282 1,130 1,130 1,130 Mi SBT - - - - - - - - - - - - Taxes 54 54 54 54 216 56 56 56 56 223 230 230 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 637 637 637 637 2,546 638 638 638 638 2,553 2,560 2,560 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 4,652 4,769 3,736 3,710 16,867 4,309 3,482 2,974 2,875 13,641 11,057 5,727 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 4,652 4,769 3,736 3,710 16,867 4,309 3,482 2,974 2,875 13,641 11,057 5,727 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 4,652 4,769 3,736 3,710 16,867 4,309 3,482 2,974 2,875 13,641 11,057 5,727 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 282 282 282 282 1,130 282 282 282 282 1,130 1,130 1,130 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 4,935 5,052 4,019 3,992 17,997 4,592 3,764 3,257 3,158 14,771 12,187 6,857 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 4,935 5,052 4,019 3,992 17,997 4,592 3,764 3,257 3,158 14,771 12,187 6,857 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
63 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONNEAUT (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,815 2,177 2,730 1,822 1,699 2,480 971 1,997 2,505 2,024 1,861 2,267 24,349 VARIABLE COST Material 595 817 897 589 644 874 355 665 853 641 625 456 8,012 Scrap 74 83 84 59 46 67 29 52 78 55 66 60 753 Labor 552 555 648 500 437 602 468 516 605 507 487 643 6,519 Burden 223 292 389 222 200 270 187 246 445 332 296 302 3,404 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Variable Cost 1,445 1,747 2,017 1,370 1,327 1,812 1,039 1,479 1,981 1,535 1,475 1,461 18,688 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ CONTRIBUTION MARGIN 370 430 712 452 372 668 (67) 517 524 489 386 806 5,661 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ 20.4% 19.8% 26.1% 24.8% 21.9% 26.9% -6.9% 25.9% 20.9% 24.2% 20.7% 35.5% 23.2% PLANT FIXED COST Third Party Rents & Leases 3 3 3 4 3 5 4 3 5 4 4 4 43 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 163 162 162 160 160 158 158 155 155 155 155 155 1,895 Mi SBT - - - - - - - - - - - - - Taxes 13 13 13 13 13 13 13 13 13 13 13 13 153 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total Fixed Cost 178 177 177 177 176 175 174 170 172 171 171 171 2,091 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ GROSS MARGIN 192 253 535 276 197 493 (242) 347 352 318 215 634 3,570 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 192 253 535 276 197 493 (242) 347 352 318 215 634 3,570 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 192 253 535 276 197 493 (242) 347 352 318 215 634 3,570 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 163 162 162 160 160 158 158 155 155 155 155 155 1,895 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 355 415 697 436 357 651 (84) 502 506 473 370 789 5,465 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 355 415 697 436 357 651 (84) 502 506 473 370 789 5,465 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
64 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONNEAUT (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,762 1,820 2,983 1,525 1,423 1,522 556 1,100 1,323 1,067 896 1,002 16,978 VARIABLE COST Material 602 572 1,008 499 481 526 213 418 504 409 345 388 5,965 Scrap 44 45 53 32 31 35 12 25 30 24 20 22 375 Labor 502 487 656 305 317 312 213 240 272 231 178 197 3,910 Burden 265 350 305 328 273 301 308 280 335 274 274 313 3,604 Adjustment for Restructuring - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ Total Variable Cost 1,413 1,453 2,022 1,164 1,102 1,173 746 963 1,141 939 818 922 13,855 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ CONTRIBUTION MARGIN 349 367 961 361 321 349 (190) 137 182 128 78 81 3,124 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ 19.8% 20.2% 32.2% 23.7% 22.5% 22.9% -34.2% 12.4% 13.8% 12.0% 8.7% 8.0% 18.4% PLANT FIXED COST Third Party Rents & Leases 3 5 - 5 5 5 5 5 5 5 5 5 51 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 153 153 153 153 153 153 153 153 153 153 153 153 1,835 Mi SBT - - - - - - - - - - - - - Taxes 71 (45) 13 13 13 13 13 13 13 13 13 13 157 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ Total Fixed Cost 227 113 166 171 171 171 171 171 171 171 171 171 2,043 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ GROSS MARGIN 123 254 795 190 150 178 (361) (34) 12 (43) (93) (90) 1,081 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ INCOME BEFORE TAX 123 254 795 190 150 178 (361) (34) 12 (43) (93) (90) 1,081 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------ Provision for Income Taxes - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ NET INCOME 123 254 795 190 150 178 (361) (34) 12 (43) (93) (90) 1,081 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ==== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 153 153 153 153 153 153 153 153 153 153 153 153 1,835 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ EBITDA 276 407 948 343 303 331 (208) 119 164 110 60 63 2,916 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ==== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ Adjusted EBITDA 276 407 948 343 303 331 (208) 119 164 110 60 63 2,916 ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ==== ===== ======
65 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONNEAUT (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ REVENUE 2,851 2,916 2,453 2,651 10,872 2,872 2,644 837 894 7,246 3,010 1,716 VARIABLE COST Material 1,074 1,098 924 1,003 4,100 1,096 1,007 296 321 2,719 1,114 733 Scrap 67 68 57 61 253 63 59 29 30 180 92 28 Labor 677 683 639 660 2,660 502 482 319 328 1,630 819 708 Burden 710 717 652 684 2,763 669 642 416 432 2,159 1,452 1,279 Adjustment for Restructuring - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Variable Cost 2,528 2,567 2,272 2,409 9,776 2,330 2,189 1,060 1,110 6,689 3,477 2,748 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ CONTRIBUTION MARGIN 324 349 181 242 1,096 542 455 (223) (216) 557 (467) (1,033) ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ 11.3% 12.0% 7.4% 9.1% 10.1% 18.9% 17.2% -26.7% -24.2% 7.7% -15.5% -60.2% PLANT FIXED COST Third Party Rents & Leases 14 14 14 14 58 14 14 14 14 58 58 58 Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 459 459 459 459 1,835 459 459 459 459 1,835 1,835 1,835 Mi SBT - - - - - - - - - - - - Taxes 41 41 41 41 163 42 42 42 42 168 173 173 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Fixed Cost 514 514 514 514 2,055 515 515 515 515 2,060 2,065 2,065 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ GROSS MARGIN (190) (165) (333) (272) (960) 27 (60) (738) (731) (1,503) (2,532) (3,098) ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ INCOME BEFORE TAX (190) (165) (333) (272) (960) 27 (60) (738) (731) (1,503) (2,532) (3,098) ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Provision for Income Taxes - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ NET INCOME (190) (165) (333) (272) (960) 27 (60) (738) (731) (1,503) (2,532) (3,098) ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 459 459 459 459 1,835 459 459 459 459 1,835 1,835 1,835 ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ EBITDA 269 294 126 187 875 486 398 (280) (272) 332 (697) (1,263) ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------ Adjusted EBITDA 269 294 126 187 875 486 398 (280) (272) 332 (697) (1,263) ===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
66 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARTFORD CITY (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,344 1,537 1,875 1,324 1,232 1,415 494 929 1,180 918 1,033 1,305 14,587 VARIABLE COST Material 663 764 865 626 589 696 243 394 538 413 479 592 6,859 Scrap 29 32 22 13 9 13 6 9 14 13 14 15 188 Labor 299 270 289 210 202 201 114 156 182 212 212 225 2,572 Burden 140 207 308 192 126 191 125 149 153 103 68 144 1,906 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 1,130 1,273 1,483 1,041 926 1,101 488 708 886 741 772 977 11,524 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 214 265 391 284 306 314 7 221 294 177 261 329 3,062 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 15.9% 17.2% 20.9% 21.4% 24.9% 22.2% 1.4% 23.8% 24.9% 19.3% 25.3% 25.2% 21.0% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 49 49 49 49 48 47 47 47 47 47 47 47 574 Mi SBT - - - - - - - - - - - - - Taxes 10 10 12 10 10 12 10 10 12 (8) - - 85 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 58 58 60 58 58 59 57 57 59 39 47 47 659 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 155 206 331 226 248 255 (50) 164 234 138 214 282 2,403 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 155 206 331 226 248 255 (50) 164 234 138 214 282 2,403 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 155 206 331 226 248 255 (50) 164 234 138 214 282 2,403 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 49 49 49 49 48 47 47 47 47 47 47 47 574 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 204 255 379 274 297 302 (3) 212 282 185 261 329 2,977 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 204 255 379 274 297 302 (3) 212 282 185 261 329 2,977 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
67 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARTFORD CITY (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,131 1,159 1,481 820 879 1,052 415 788 1,007 780 737 824 VARIABLE COST Material 387 559 654 371 392 464 181 350 439 340 324 359 Scrap 15 13 16 6 6 11 3 5 11 5 4 10 Labor 212 215 247 89 100 114 57 90 109 89 88 97 Burden 80 173 130 175 192 230 164 179 213 177 182 213 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 694 961 1,046 640 689 820 404 624 772 611 598 678 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 438 198 434 179 189 232 12 164 236 169 139 146 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 38.7% 17.1% 29.3% 21.9% 21.5% 22.1% 2.9% 20.8% 23.4% 21.7% 18.9% 17.7% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 47 47 47 47 47 47 47 47 47 47 47 47 Mi SBT - - - - - - - - - - - - Taxes 7 7 8 7 7 7 7 7 7 7 7 7 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 54 54 55 54 54 54 54 54 54 54 54 54 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 384 145 379 125 135 178 (42) 110 181 115 85 92 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 384 145 379 125 135 178 (42) 110 181 115 85 92 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 384 145 379 125 135 178 (42) 110 181 115 85 92 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 47 47 47 47 47 47 47 47 47 47 47 47 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 431 192 426 172 182 225 5 157 228 162 132 139 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 431 192 426 172 182 225 5 157 228 162 132 139 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
68 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARTFORD CITY (IN $000'S)
2004 ------ REVENUE 11,073 VARIABLE COST Material 4,818 Scrap 104 Labor 1,507 Burden 2,108 Adjustment for Restructuring - ------ Total Variable Cost 8,536 ------ CONTRIBUTION MARGIN 2,537 ------ 22.9% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 563 Mi SBT - Taxes 87 Fees From Deluxe - Restructuring Adj. - Fixed - ------ Total Fixed Cost 651 ------ GROSS MARGIN 1,886 ------ SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------ Total SG&A Fixed - ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ Total SG&A Variable - ------ INCOME BEFORE TAX 1,886 ------ Provision for Income Taxes - ------ NET INCOME 1,886 ====== EBITDA CALCULATION Add: Interest - OEM Discount - Income Tax - Other Expense/(Income) - MI SBT - Restructuring Fees - Depreceation & Amortization 563 ------ EBITDA 2,449 ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ Adjusted EBITDA 2,449 ======
69 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HARTFORD CITY (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 2,737 2,770 1,737 1,863 9,106 1,917 1,958 1,704 1,827 7,406 7,205 6,611 VARIABLE COST Material 1,182 1,203 859 916 4,160 928 949 834 889 3,601 3,498 3,185 Scrap 31 31 21 22 104 22 23 20 21 87 84 75 Labor 435 436 262 273 1,406 242 245 222 234 943 932 876 Burden 599 601 146 171 1,517 378 386 337 362 1,464 1,451 1,415 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 2,246 2,271 1,288 1,382 7,187 1,570 1,604 1,414 1,507 6,095 5,965 5,551 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 490 499 449 481 1,919 346 354 290 321 1,311 1,240 1,060 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 17.9% 18.0% 25.8% 25.8% 21.1% 18.1% 18.1% 17.0% 17.5% 17.7% 17.2% 16.0% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 141 141 141 141 563 141 141 141 141 563 563 563 Mi SBT - - - - - - - - - - - - Taxes 23 23 23 23 90 23 23 23 23 93 96 96 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 163 163 163 163 653 164 164 164 164 656 659 659 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 327 336 285 317 1,265 182 190 126 157 655 581 401 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 327 336 285 317 1,265 182 190 126 157 655 581 401 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 327 336 285 317 1,265 182 190 126 157 655 581 401 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 141 141 141 141 563 141 141 141 141 563 563 563 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 468 477 426 458 1,829 323 331 266 297 1,218 1,144 965 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 468 477 426 458 1,829 323 331 266 297 1,218 1,144 965 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
70 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HOPKINSVILLE (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,164 1,802 2,371 1,994 1,954 2,353 566 1,444 1,561 1,749 1,821 1,899 20,678 VARIABLE COST Material 247 501 846 546 547 645 159 502 344 473 476 549 5,836 Scrap 25 72 115 130 133 142 53 89 74 78 78 99 1,090 Labor 380 549 690 553 541 575 342 443 467 446 441 482 5,910 Burden 309 297 487 393 301 369 291 232 235 254 272 328 3,768 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 961 1,419 2,138 1,622 1,522 1,731 846 1,266 1,121 1,253 1,267 1,458 16,603 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 203 383 234 372 432 622 (280) 178 440 496 554 441 4,075 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 17.4% 21.3% 9.9% 18.6% 22.1% 26.4% -49.4% 12.4% 28.2% 28.4% 30.4% 23.2% 19.7% PLANT FIXED COST Third Party Rents & Leases 25 25 25 33 25 25 25 27 19 22 22 22 298 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 69 69 69 67 70 67 62 59 57 59 59 58 766 Mi SBT - - - - - - - - - - - - - Taxes 4 2 2 2 4 27 28 27 30 5 5 134 270 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 98 96 96 102 100 120 116 114 106 86 86 214 1,333 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 105 287 138 269 332 502 (396) 64 334 410 468 227 2,741 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 105 287 138 269 332 502 (396) 64 334 410 468 227 2,741 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 105 287 138 269 332 502 (396) 64 334 410 468 227 2,741 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 69 69 69 67 70 67 62 59 57 59 59 58 766 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 174 356 207 336 402 569 (333) 124 391 470 527 285 3,507 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 174 356 207 336 402 569 (333) 124 391 470 527 285 3,507 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
71 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HOPKINSVILLE (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 228 1,291 2,327 1,926 2,016 2,340 937 1,948 1,271 405 364 385 15,439 VARIABLE COST Material 77 333 653 517 541 628 251 523 341 109 98 103 4,173 Scrap 1 126 217 82 86 100 40 84 59 23 21 22 863 Labor 303 408 494 390 407 436 324 397 325 231 200 168 4,085 Burden 207 232 219 436 453 533 308 458 326 234 156 177 3,738 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 588 1,100 1,583 1,425 1,486 1,697 924 1,461 1,051 597 474 471 12,859 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN (360) 191 745 501 529 643 13 488 220 (193) (110) (86) 2,580 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -157.9% 14.8% 32.0% 26.0% 26.3% 27.5% 1.4% 25.0% 17.3% -47.6% -30.2% -22.4% 16.7% PLANT FIXED COST Third Party Rents & Leases 22 22 22 22 22 22 22 22 22 22 22 22 269 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 58 58 58 58 58 58 58 58 58 58 58 58 698 Mi SBT - - - - - - - - - - - - - Taxes 9 4 9 23 23 23 23 23 23 23 23 23 229 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 89 84 89 104 104 104 104 104 104 104 104 104 1,196 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (449) 107 656 397 426 539 (91) 384 116 (296) (214) (190) 1,384 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (449) 107 656 397 426 539 (91) 384 116 (296) (214) (190) 1,384 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME (449) 107 656 397 426 539 (91) 384 116 (296) (214) (190) 1,384 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 58 58 58 58 58 58 58 58 58 58 58 58 698 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA (391) 165 714 455 484 597 (33) 442 174 (238) (156) (132) 2,082 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA (391) 165 714 455 484 597 (33) 442 174 (238) (156) (132) 2,082 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
72 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT HOPKINSVILLE (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,336 1,275 1,093 1,153 4,857 1,336 1,275 1,093 1,153 4,857 4,857 4,857 VARIABLE COST Material 358 342 293 310 1,303 358 342 293 310 1,303 1,303 1,303 Scrap 78 74 64 67 283 78 74 64 67 283 283 283 Labor 293 283 253 263 1,092 293 283 253 263 1,092 1,092 1,092 Burden 469 459 429 439 1,795 469 459 429 439 1,795 1,795 1,795 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 1,198 1,158 1,038 1,078 4,473 1,198 1,158 1,038 1,078 4,473 4,473 4,473 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 137 117 55 75 384 137 117 55 75 384 384 384 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 10.3% 9.1% 5.0% 6.5% 7.9% 10.3% 9.1% 5.0% 6.5% 7.9% 7.9% 7.9% PLANT FIXED COST Third Party Rents & Leases 67 67 67 67 269 67 67 67 67 269 269 269 Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 174 174 174 174 698 174 174 174 174 698 698 698 Mi SBT - - - - - - - - - - - - Taxes 72 72 72 72 286 74 74 74 74 295 304 304 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 313 313 313 313 1,254 316 316 316 316 1,262 1,271 1,271 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (176) (197) (259) (238) (870) (178) (199) (261) (240) (878) (887) (887) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - Fixed Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (176) (197) (259) (238) (870) (178) (199) (261) (240) (878) (887) (887) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME (176) (197) (259) (238) (870) (178) (199) (261) (240) (878) (887) (887) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 174 174 174 174 698 174 174 174 174 698 698 698 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA (2) (22) (84) (64) (172) (4) (25) (86) (66) (181) (189) (189) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA (2) (22) (84) (64) (172) (4) (25) (86) (66) (181) (189) (189) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
73 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT LANCASTER (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,785 2,136 2,477 1,919 1,911 2,488 1,138 1,376 1,963 1,532 1,685 2,831 23,243 VARIABLE COST Material 843 858 1,655 833 873 970 573 716 1,019 646 746 982 10,713 Scrap 39 47 239 93 93 289 92 98 239 198 169 119 1,714 Labor 527 733 893 761 766 960 521 565 756 610 636 811 8,540 Burden 292 428 655 541 491 543 326 344 335 405 442 311 5,112 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 1,701 2,065 3,443 2,228 2,222 2,763 1,512 1,723 2,348 1,858 1,993 2,223 26,079 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 85 71 (966) (308) (312) (274) (374) (347) (385) (326) (308) 609 (2,836) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 4.7% 3.3% -39.0% -16.1% -16.3% -11.0% -32.8% -25.2% -19.6% -21.3% -18.3% 21.5% -12.2% PLANT FIXED COST Third Party Rents & Leases 3 3 3 3 - 3 - 3 1 1 1 1 20 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 92 92 92 92 92 92 92 92 92 95 95 94 1,110 Mi SBT - - - - - - - - - - - - - Taxes 11 11 31 11 11 11 11 11 31 13 11 (31) 128 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 105 105 125 105 102 105 102 105 123 108 106 64 1,258 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (21) (35) (1,092) (413) (414) (380) (476) (452) (508) (434) (415) 545 (4,094) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (21) (35) (1,092) (413) (414) (380) (476) (452) (508) (434) (415) 545 (4,094) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - NET INCOME (21) (35) (1,092) (413) (414) (380) (476) (452) (508) (434) (415) 545 (4,094) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 92 92 92 92 92 92 92 92 92 95 95 94 1,110 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 71 57 (1,000) (322) (322) (288) (385) (360) (417) (339) (320) 639 (2,984) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 71 57 (1,000) (322) (322) (288) (385) (360) (417) (339) (320) 639 (2,984) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
74 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT LANCASTER (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,510 1,085 1,507 793 622 578 186 168 205 140 133 210 7,137 VARIABLE COST Material 762 587 857 372 274 244 76 71 88 74 71 82 3,558 Scrap 33 76 49 9 7 7 1 0 0 (1) (1) 1 182 Labor 574 515 606 206 165 189 31 12 10 5 1 13 2,326 Burden 269 122 140 498 311 320 206 164 173 165 167 200 2,734 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 1,637 1,299 1,652 1,085 756 759 314 247 273 244 239 296 8,801 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN (127) (214) (145) (292) (134) (181) (129) (79) (67) (104) (106) (86) (1,664) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -8.4% -19.7% -9.6% -36.8% -21.6% -31.4% -69.3% -47.0% -32.9% -74.2% -79.9% -40.7% -23.3% PLANT FIXED COST Third Party Rents & Leases - - - 1 1 1 1 1 1 1 1 1 8 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 94 94 97 95 95 95 95 95 95 95 95 95 1,143 Mi SBT - - - - - - - - - - - - - Taxes 11 14 (32) 11 11 11 11 11 11 11 11 11 91 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 105 108 65 107 107 107 107 107 107 107 107 107 1,242 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (232) (322) (210) (399) (242) (288) (236) (186) (175) (211) (213) (193) (2,906) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (232) (322) (210) (399) (242) (288) (236) (186) (175) (211) (213) (193) (2,906) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME (232) (322) (210) (399) (242) (288) (236) (186) (175) (211) (213) (193) (2,906) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 94 94 97 95 95 95 95 95 95 95 95 95 1,143 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA (138) (227) (113) (304) (146) (193) (141) (91) (79) (116) (118) (98) (1,763) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA (138) (227) (113) (304) (146) (193) (141) (91) (79) (116) (118) (98) (1,763) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
75 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT LANCASTER (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 605 597 579 581 2,362 589 578 572 577 2,316 2,019 2,019 VARIABLE COST Material 236 233 226 227 923 230 226 223 225 904 785 785 Scrap 3 3 3 3 11 3 3 3 3 10 9 9 Labor 116 114 112 112 454 114 112 111 111 447 413 412 Burden 607 605 600 600 2,412 625 621 619 620 2,485 2,358 2,354 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 962 954 941 942 3,799 971 961 956 959 3,846 3,564 3,559 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN (357) (358) (362) (361) (1,437) (381) (383) (384) (383) (1,530) (1,545) (1,540) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -59.0% -60.0% -62.4% -62.1% -60.9% -64.7% -66.3% -67.1% -66.3% -66.1% -76.5% -76.3% PLANT FIXED COST Third Party Rents & Leases 3 3 3 3 11 3 3 3 3 11 11 11 Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 286 286 286 286 1,143 286 286 286 286 1,143 1,143 1,143 Mi SBT - - - - - - - - - - - - Taxes 34 34 34 34 136 35 35 35 35 140 144 144 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 322 322 322 322 1,289 323 323 323 323 1,293 1,297 1,297 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (679) (680) (684) (683) (2,726) (704) (706) (707) (706) (2,823) (2,842) (2,837) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (679) (680) (684) (683) (2,726) (704) (706) (707) (706) (2,823) (2,842) (2,837) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME (679) (680) (684) (683) (2,726) (704) (706) (707) (706) (2,823) (2,842) (2,837) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 286 286 286 286 1,143 286 286 286 286 1,143 1,143 1,143 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA (393) (394) (398) (398) (1,584) (419) (420) (421) (420) (1,681) (1,700) (1,695) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA (393) (394) (398) (398) (1,584) (419) (420) (421) (420) (1,681) (1,700) (1,695) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
76 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT SMC (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Revenue 1,247 1,247 1,662 1,138 1,197 1,367 489 911 1,208 1,006 980 1,047 13,501 VARIABLE COST Material 1,032 1,036 1,365 970 1,018 1,169 424 810 1,057 833 791 847 11,350 Scrap 22 26 39 33 32 46 69 45 61 45 31 47 497 Labor 63 68 80 67 58 69 50 59 66 54 54 45 734 Burden 58 61 84 38 60 60 32 54 57 53 60 53 670 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 1,174 1,192 1,567 1,108 1,168 1,343 576 969 1,240 985 936 992 13,251 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 74 55 95 31 29 24 (87) (58) (33) 20 44 55 250 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 5.9% 4.4% 5.7% 2.7% 2.4% 1.8% -17.8% -6.3% -2.7% 2.0% 4.5% 5.2% 1.8% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 22 22 22 22 22 22 22 22 22 22 22 22 266 Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 22 22 22 22 22 22 22 22 22 22 22 22 266 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 52 33 73 9 7 2 (109) (80) (55) (2) 21 32 (17) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 52 33 73 9 7 2 (109) (80) (55) (2) 21 32 (17) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 52 33 73 9 7 2 (109) (80) (55) (2) 21 32 (17) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 22 22 22 22 22 22 22 22 22 22 22 22 266 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 74 55 95 31 29 24 (87) (58) (33) 20 44 55 250 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 74 55 95 31 29 24 (87) (58) (33) 20 44 55 250 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
77 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT SMC (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 988 970 1,333 778 907 1,083 330 634 928 661 576 769 9,958 VARIABLE COST Material 824 768 1,009 681 795 942 284 547 795 570 495 654 8,365 Scrap 51 53 43 23 27 32 10 19 28 20 17 23 346 Labor 48 48 58 32 37 45 39 31 39 32 30 43 483 Burden 48 65 69 59 61 67 43 47 60 47 50 57 673 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 972 934 1,179 795 920 1,086 376 644 923 669 592 778 9,867 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 17 36 155 (17) (13) (3) (46) (9) 6 (8) (16) (9) 91 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 1.7% 3.7% 11.6% -2.2% -1.5% -0.3% -14.0% -1.5% 0.6% -1.2% -2.7% -1.1% 0.9% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 8 8 8 8 8 8 8 8 8 8 8 8 101 Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 8 8 8 8 8 8 8 8 8 8 8 8 101 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 8 27 146 (26) (22) (12) (54) (18) (3) (16) (24) (17) (9) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 8 27 146 (26) (22) (12) (54) (18) (3) (16) (24) (17) (9) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 8 27 146 (26) (22) (12) (54) (18) (3) (16) (24) (17) (9) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 8 8 8 8 8 8 8 8 8 8 8 8 101 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 17 36 155 (17) (13) (3) (46) (9) 6 (8) (16) (9) 91 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 17 36 155 (17) (13) (3) (46) (9) 6 (8) (16) (9) 91 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
78 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT SMC (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 3,059 2,930 1,971 2,122 10,082 3,059 2,930 1,971 2,122 10,082 10,082 10,082 VARIABLE COST Material 2,555 2,446 1,628 1,747 8,376 2,555 2,446 1,628 1,747 8,376 8,376 8,376 Scrap 92 88 59 64 302 92 88 59 64 302 302 302 Labor 132 129 102 105 469 132 129 102 105 469 469 469 Burden 240 230 146 157 772 240 230 146 157 772 772 772 Adjustment for Restructuring - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 3,019 2,893 1,934 2,073 9,919 3,019 2,893 1,934 2,073 9,919 9,919 9,919 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 40 37 36 49 163 40 37 36 49 163 163 163 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 1.3% 1.3% 1.8% 2.3% 1.6% 1.3% 1.3% 1.8% 2.3% 1.6% 1.6% 1.6% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 25 25 25 25 101 25 25 25 25 101 101 101 Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 25 25 25 25 101 25 25 25 25 101 101 101 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 15 12 11 24 62 15 12 11 24 62 62 62 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 15 12 11 24 62 15 12 11 24 62 62 62 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 15 12 11 24 62 15 12 11 24 62 62 62 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 25 25 25 25 101 25 25 25 25 101 101 101 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 40 37 36 49 163 40 37 36 49 163 163 163 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 40 37 36 49 163 40 37 36 49 163 163 163 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
79 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MASONIC - WK (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 123 232 272 373 570 498 283 627 412 170 185 384 4,129 VARIABLE COST Material 131 213 135 428 428 335 344 347 428 144 158 (25) 3,066 Scrap - - - - - - - - - 1 - 29 30 Labor 88 123 150 278 159 178 142 112 163 222 127 313 2,055 Burden (0) (0) 0 315 33 91 54 109 68 29 117 61 878 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 218 336 285 1,022 620 603 540 569 659 395 402 378 6,028 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN (96) (104) (13) (648) (50) (105) (257) 58 (247) (226) (217) 6 (1,900) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -78% -45% -5% -174% -9% -21% -91% 9% -60% -133% -118% 1% -46% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 62 62 67 67 67 67 67 67 67 67 67 67 793 Mi SBT - - - - - - - - - - - - - Taxes 17 17 38 17 17 17 17 17 17 17 (4) 17 204 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 79 79 105 84 84 84 84 84 84 84 63 84 997 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (174) (183) (118) (732) (134) (189) (341) (26) (331) (309) (281) (78) (2,896) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (174) (183) (118) (732) (134) (189) (341) (26) (331) (309) (281) (78) (2,896) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME (174) (183) (118) (732) (134) (189) (341) (26) (331) (309) (281) (78) (2,896) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 62 62 67 67 67 67 67 67 67 67 67 67 793 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA (113) (121) (51) (665) (67) (122) (274) 41 (264) (243) (214) (11) (2,103) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA (113) (121) (51) (665) (67) (122) (274) 41 (264) (243) (214) (11) (2,103) ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
80 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MASONIC - WK (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 566 496 828 519 773 844 495 5,817 11,323 12,813 10,764 11,676 56,914 VARIABLE COST Material 261 33 148 112 243 260 148 2,997 6,307 7,233 6,003 6,543 30,287 Scrap 10 42 35 6 7 8 4 177 345 395 328 357 1,714 Labor 304 350 441 144 190 389 420 619 1,026 913 913 1,141 6,851 Burden 17 174 220 455 522 711 749 881 1,159 1,169 1,085 1,245 8,388 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 591 599 843 718 962 1,368 1,322 4,675 8,837 9,710 8,329 9,286 47,240 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN (25) (102) (15) (199) (189) (524) (827) 1,142 2,486 3,103 2,435 2,390 9,674 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -5% -21% -2% -38% -24% -62% -167% 20% 22% 24% 23% 20% 17% PLANT FIXED COST Third Party Rents & Leases 15 - - - - - - - - - - - 15 Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 67 67 67 256 265 274 274 274 274 274 274 274 2,637 Mi SBT - - - - - - - - - - - - - Taxes 17 24 - 17 17 17 17 17 17 17 17 17 199 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 99 91 67 273 282 291 291 291 291 291 291 291 2,851 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN (124) (193) (82) (472) (471) (815) (1,118) 851 2,195 2,812 2,144 2,099 6,823 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX (124) (193) (82) (472) (471) (815) (1,118) 851 2,195 2,812 2,144 2,099 6,823 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME (124) (193) (82) (472) (471) (815) (1,118) 851 2,195 2,812 2,144 2,099 6,823 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 67 67 67 256 265 274 274 274 274 274 274 274 2,637 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA (57) (127) (15) (217) (207) (542) (844) 1,125 2,469 3,086 2,418 2,373 9,461 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA (57) (127) (15) (217) (207) (542) (844) 1,125 2,469 3,086 2,418 2,373 9,461 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
81 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MASONIC - WK (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- REVENUE 36,083 36,447 28,746 31,126 132,402 36,769 36,243 30,074 31,136 134,223 126,869 VARIABLE COST Material 19,945 20,212 15,861 17,262 73,280 20,522 20,220 16,744 17,331 74,818 70,735 Scrap 1,089 1,103 882 971 4,045 1,157 1,140 943 976 4,217 3,983 Labor 3,336 3,380 2,872 3,241 12,830 3,916 3,861 3,221 3,325 14,322 13,485 Burden 3,797 3,842 2,802 2,887 13,328 3,518 3,470 2,917 3,016 12,921 12,338 Adjustment for Restructuring - - - - - - - - - - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- Total Variable Cost 28,168 28,536 22,417 24,361 103,482 29,113 28,691 23,826 24,649 106,278 100,542 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- CONTRIBUTION MARGIN 7,915 7,911 6,329 6,765 28,920 7,657 7,552 6,249 6,488 27,945 26,328 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- 22% 22% 22% 22% 22% 21% 21% 21% 21% 21% 21% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - Launch Risk - - - - - - - - - - - Depreciation 659 659 659 659 2,637 659 659 659 659 2,637 2,637 Mi SBT - - - - - - - - - - - Taxes 54 54 54 54 216 56 56 56 56 223 229 Fees From Deluxe - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- Total Fixed Cost 713 713 713 713 2,853 715 715 715 715 2,860 2,867 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- GROSS MARGIN 7,202 7,198 5,616 6,052 26,067 6,942 6,837 5,534 5,773 25,085 23,461 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - Mi SBT - - - - - - - - - - - Taxes - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - Gainshare - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - Insurance - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - Depreciation - - - - - - - - - - - Other - - - - - - - - - - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- Total SG&A Fixed - - - - - - - - - - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- Total SG&A Variable - - - - - - - - - - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- INCOME BEFORE TAX 7,202 7,198 5,616 6,052 26,067 6,942 6,837 5,534 5,773 25,085 23,461 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- Provision for Income Taxes - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- NET INCOME 7,202 7,198 5,616 6,052 26,067 6,942 6,837 5,534 5,773 25,085 23,461 ====== ====== ====== ====== ======= ====== ====== ====== ====== ======= ======= EBITDA CALCULATION Add: Interest - - - - - - - - - - - OEM Discount - - - - - - - - - - - Income Tax - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - Depreceation & Amortization 659 659 659 659 2,637 659 659 659 659 2,637 2,637 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- EBITDA 7,861 7,857 6,275 6,711 28,704 7,601 7,496 6,193 6,432 27,723 26,098 ====== ====== ====== ====== ======= ====== ====== ====== ====== ======= ======= ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- Adjusted EBITDA 7,861 7,857 6,275 6,711 28,704 7,601 7,496 6,193 6,432 27,723 26,098 ====== ====== ====== ====== ======= ====== ====== ====== ====== ======= =======
82 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT MASONIC - WK (IN $000'S)
F'CAST 2008 ------- REVENUE 117,646 VARIABLE COST Material 66,228 Scrap 3,727 Labor 12,623 Burden 11,516 Adjustment for Restructuring - ------- Total Variable Cost 94,094 ------- CONTRIBUTION MARGIN 23,552 ------- 20% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 2,637 Mi SBT - Taxes 229 Fees From Deluxe - Restructuring Adj. - Fixed - ------- Total Fixed Cost 2,867 ------- GROSS MARGIN 20,685 ------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------- Total SG&A Fixed - ------- SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ------- Total SG&A Variable - ------- INCOME BEFORE TAX 20,685 ------- Provision for Income Taxes ------- NET INCOME 20,685 ======= EBITDA CALCULATION Add: Interest - OEM Discount - Income Tax - Other Expense/(Income) MI SBT - Restructuring Fees - Depreceation & Amortization 2,637 ------- EBITDA 23,323 ======= ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- Adjusted EBITDA 23,323 =======
83 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT PRODUCTION ELIMINATIONS (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------- ------- ------- ------- ------- ------- ------ ------- REVENUE (13,117) (14,341) (17,650) (13,146) (13,035) (15,064) (9,591) (11,891) VARIABLE COST Material (3,045) (3,867) (4,694) (3,016) (2,996) (3,649) (1,397) (2,391) Scrap Labor (9,498) (9,897) (12,302) (9,559) (9,470) (10,802) (7,676) (8,963) Burden - - - - - - - 0 Adjustment for Restructuring ------- ------- ------- ------- ------- ------- ------ ------- Total Variable Cost (12,543) (13,765) (16,996) (12,575) (12,466) (14,452) (9,073) (11,354) ------- ------- ------- ------- ------- ------- ------ ------- CONTRIBUTION MARGIN (574) (577) (653) (571) (569) (612) (518) (537) ------- ------- ------- ------- ------- ------- ------ ------- 4.4% 4.0% 3.7% 4.3% 4.4% 4.1% 5.4% 4.5% PLANT FIXED COST Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation Mi SBT Taxes Fees From Deluxe Restructuring Adj. - Fixed ------- ------- ------- ------- ------- ------- ------ ------- Total Fixed Cost - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- GROSS MARGIN (574) (577) (653) (571) (569) (612) (518) (537) ------- ------- ------- ------- ------- ------- ------ ------- SG&A - FIXED Third Party Rents & Leases Related Party Rents & Leases Mi SBT Taxes Payroll Related Expenses Gainshare Other Utilities and Telephone Insurance Normal Course Professional Maintenance & Supplies Travel & Entertainment Depreciation Other ------- ------- ------- ------- ------- ------- ------ ------- Total SG&A Fixed - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ------- ------- ------- ------- ------- ------- ------ ------- Total SG&A Variable - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- INCOME BEFORE TAX (574) (577) (653) (571) (569) (612) (518) (537) ------- ------- ------- ------- ------- ------- ------ ------- Provision for Income Taxes ------- ------- ------- ------- ------- ------- ------ ------- NET INCOME (574) (577) (653) (571) (569) (612) (518) (537) ======= ======= ======= ======= ======= ======= ====== ======= EBITDA CALCULATION Add: Interest - - - - - - - - OEM Discount - - - - - - - - Income Tax - - - - - - - - Other Expense/(Income) MI SBT - - - - - - - - Restructuring Fees - - - - - - - - Depreceation & Amortization - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- EBITDA (574) (577) (653) (571) (569) (612) (518) (537) ======= ======= ======= ======= ======= ======= ====== ======= ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- ------- ------- ------- ------- ------- ------ ------- Adjusted EBITDA (574) (577) (653) (571) (569) (612) (518) (537) ======= ======= ======= ======= ======= ======= ====== ======= ACTUAL ACTUAL ACTUAL ACTUAL SEP-03 OCT-03 NOV-03 DEC-03 2003 ------- ------- ------- ------- -------- REVENUE (13,861) (11,332) (11,182) (13,608) (157,818) VARIABLE COST Material (2,922) (2,366) (2,264) (2,497) (35,104) Scrap - Labor (10,342) (8,425) (8,386) (10,507) (115,828) Burden 0 - (0) - 0 Adjustment for Restructuring - ------- ------- ------- ------- -------- Total Variable Cost (13,264) (10,791) (10,649) (13,004) (150,932) ------- ------- ------- ------- -------- CONTRIBUTION MARGIN (598) (541) (533) (604) (6,887) ------- ------- ------- ------- -------- 4.3% 4.8% 4.8% 4.4% 4.4% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - ------- ------- ------- ------- -------- Total Fixed Cost - - - - - ------- ------- ------- ------- -------- GROSS MARGIN (598) (541) (533) (604) (6,887) ------- ------- ------- ------- -------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------- ------- ------- ------- -------- Total SG&A Fixed - - - - - ------- ------- ------- ------- -------- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------- ------- ------- ------- -------- Total SG&A Variable - - - - - ------- ------- ------- ------- -------- INCOME BEFORE TAX (598) (541) (533) (604) (6,887) ------- ------- ------- ------- -------- Provision for Income Taxes - ------- ------- ------- ------- -------- NET INCOME (598) (541) (533) (604) (6,887) ======= ======= ======= ======= ======== EBITDA CALCULATION Add: Interest - - - - - OEM Discount - - - - - Income Tax - - - - - Other Expense/(Income) - MI SBT - - - - - Restructuring Fees - - - - - Depreceation & Amortization - - - - - ------- ------- ------- ------- -------- EBITDA (598) (541) (533) (604) (6,887) ======= ======= ======= ======= ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------- ------- ------- ------- -------- Adjusted EBITDA (598) (541) (533) (604) (6,887) ======= ======= ======= ======= ========
84 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT PRODUCTION ELIMINATIONS (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- REVENUE (11,456) (12,246) (14,959) (10,521) (11,209) (13,222) (9,660) (11,414) (14,159) (11,551) (11,800) (13,928) VARIABLE COST Material (2,337) (2,480) (3,383) (2,218) (2,363) (2,787) (2,036) (2,406) (2,985) (2,435) (2,487) (2,936) Scrap Labor (8,581) (9,202) (10,959) (7,850) (8,363) (9,865) (7,207) (8,516) (10,564) (8,618) (8,804) (10,392) Burden - - - 9 (14) (82) 37 (21) (113) (26) (34) (105) Adjustment for Restructuring ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- Total Variable Cost (10,918) (11,683) (14,341) (10,059) (10,740) (12,734) (9,206) (10,943) (13,661) (11,079) (11,326) (13,433) ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- CONTRIBUTION MARGIN (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495) ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- 4.7% 4.6% 4.1% 4.4% 4.2% 3.7% 4.7% 4.1% 3.5% 4.1% 4.0% 3.6% PLANT FIXED COST Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation Mi SBT Taxes Fees From Deluxe Restructuring Adj. - Fixed ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- Total Fixed Cost - - - - - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- GROSS MARGIN (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495) ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases Related Party Rents & Leases Mi SBT Taxes Payroll Related Expenses Gainshare Other Utilities and Telephone Insurance Normal Course Professional Maintenance & Supplies Travel & Entertainment Depreciation Other ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- Total SG&A Fixed - - - - - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- SG&A VARIABLE Commissions Interest Expense OEM Discount Other Expense/(Income) Building Rents/Usage Fees Litigation/Patent Legal Fees Amortization of Financing Cost Restructuring Fees ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- Total SG&A Variable - - - - - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- INCOME BEFORE TAX (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495) ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- Provision for Income Taxes ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- NET INCOME (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495) ======= ======= ======= ======= ======= ======= ====== ======= ======= ======= ======= ======= EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/ (Income) MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization - - - - - - - - - - - - ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- EBITDA (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495) ======= ======= ======= ======= ======= ======= ====== ======= ======= ======= ======= ======= ADJUSTED EBITDA: Deferred Commissions Paid Commissions Deferred Rents & Leases Paid Rents & Leases Net Deferral Adjustment ------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- ------- Adjusted EBITDA (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495) ======= ======= ======= ======= ======= ======= ====== ======= ======= ======= ======= =======
85 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT PRODUCTION ELIMINATIONS (IN $000'S)
2004 -------- REVENUE (146,124) VARIABLE COST Material (30,853) Scrap - Labor (108,921) Burden (349) Adjustment for Restructuring - -------- Total Variable Cost (140,123) -------- CONTRIBUTION MARGIN (6,000) -------- 4.1% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - -------- Total Fixed Cost - -------- GROSS MARGIN (6,000) -------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - -------- Total SG&A Fixed - -------- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - -------- Total SG&A Variable - -------- INCOME BEFORE TAX (6,000) -------- Provision for Income Taxes - -------- NET INCOME (6,000) ======== EBITDA CALCULATION Add: Interest - OEM Discount - Income Tax - Other Expense/(Income) - MI SBT - Restructuring Fees - Depreceation & Amortization - -------- EBITDA (6,000) ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - -------- Adjusted EBITDA (6,000) ========
86 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT PRODUCTION ELIMINATIONS (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 ------- ------- ------- ------- -------- ------- ------- ------- REVENUE (39,452) (39,424) (36,849) (36,814) (152,539) (39,028) (38,846) (37,362) VARIABLE COST Material (8,316) (8,311) (7,768) (7,760) (32,155) (8,227) (8,189) (7,876) Scrap - Labor (29,435) (29,414) (27,493) (27,467) (113,810) (29,119) (28,983) (27,876) Burden (238) (237) (151) (150) (775) (224) (217) (168) Adjustment for Restructuring - ------- ------- ------- ------- -------- ------- ------- ------- Total Variable Cost (37,989) (37,961) (35,412) (35,377) (146,740) (37,569) (37,389) (35,920) ------- ------- ------- ------- -------- ------- ------- ------- CONTRIBUTION MARGIN (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442) ------- ------- ------- ------- -------- ------- ------- ------- 3.7% 3.7% 3.9% 3.9% 3.8% 3.7% 3.8% 3.9% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - ------- ------- ------- ------- -------- ------- ------- ------- Total Fixed Cost - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- GROSS MARGIN (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442) ------- ------- ------- ------- -------- ------- ------- ------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------- ------- ------- ------- -------- ------- ------- ------- Total SG&A Fixed - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------- ------- ------- ------- -------- ------- ------- ------- Total SG&A Variable - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- INCOME BEFORE TAX (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442) ------- ------- ------- ------- -------- ------- ------- ------- Provision for Income Taxes - ------- ------- ------- ------- -------- ------- ------- ------- NET INCOME (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442) ======= ======= ======= ======= ======== ======= ======= ======= EBITDA CALCULATION Add: Interest - - - - - - - - OEM Discount - - - - - - - - Income Tax - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - Restructuring Fees - - - - - - - - Depreceation & Amortization - - - - - - - - ------- ------- ------- ------- -------- ------- ------- ------- EBITDA (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442) ======= ======= ======= ======= ======== ======= ======= ======= ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------- ------- ------- ------- -------- ------- ------- ------- Adjusted EBITDA (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442) ======= ======= ======= ======= ======== ======= ======= ======= F'CAST F'CAST F'CAST DEC-06 2006 2007 2008 ------- -------- -------- -------- REVENUE (37,551) (152,787) (155,516) (157,397) VARIABLE COST Material (7,916) (32,207) (32,783) (33,179) Scrap - Labor (28,017) (113,994) (116,031) (117,434) Burden (174) (783) (874) (937) Adjustment for Restructuring - ------- -------- -------- -------- Total Variable Cost (36,107) (146,985) (149,688) (151,550) ------- -------- -------- -------- CONTRIBUTION MARGIN (1,444) (5,802) (5,829) (5,847) ------- -------- -------- -------- 3.8% 3.8% 3.7% 3.7% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - ------- -------- -------- -------- Total Fixed Cost - - - - ------- -------- -------- -------- GROSS MARGIN (1,444) (5,802) (5,829) (5,847) ------- -------- -------- -------- SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------- -------- -------- -------- Total SG&A Fixed - - - - ------- -------- -------- -------- SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------- -------- -------- -------- Total SG&A Variable - - - - ------- -------- -------- -------- INCOME BEFORE TAX (1,444) (5,802) (5,829) (5,847) ------- -------- -------- -------- Provision for Income Taxes - ------- -------- -------- -------- NET INCOME (1,444) (5,802) (5,829) (5,847) ======= ======== ======== ======== EBITDA CALCULATION Add: Interest - - - - OEM Discount - - - - Income Tax - - - - Other Expense/(Income) - MI SBT - - - - Restructuring Fees - - - - Depreceation & Amortization - - - - ------- -------- -------- -------- EBITDA (1,444) (5,802) (5,829) (5,847) ======= ======== ======== ======== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------- -------- -------- -------- Adjusted EBITDA (1,444) (5,802) (5,829) (5,847) ======= ======== ======== ========
87 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATING ELIMINATIONS
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE (677) (745) (1,132) (1,119) (784) (527) (386) (469) (464) (784) (499) (841) (8,425) VARIABLE COST Material - Scrap - Labor - Burden (677) (745) (1,132) (1,119) (784) (527) (386) (469) (464) (784) (499) (841) (8,425) Adjustment for Restructuring - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost (677) (745) (1,132) (1,119) (784) (527) (386) (469) (464) (784) (499) (841) (8,425) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME - - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA - - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA - - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
88 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATING ELIMINATIONS
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE (291) (1,203) (665) (360) (360) (360) (360) (360) (360) (360) (360) (360) (5,400) VARIABLE COST Material - Scrap - Labor - Burden (291) (1,203) (665) (360) (360) (360) (360) (360) (360) (360) (360) (360) (5,400) Adjustment for Restructuring - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost (291) (1,203) (665) (360) (360) (360) (360) (360) (360) (360) (360) (360) (5,400) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% PLANT FIXED COST Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT - Taxes - Payroll Related Expenses - Gainshare - Other Utilities and Telephone - Insurance - Normal Course Professional - Maintenance & Supplies - Travel & Entertainment - Depreciation - Other - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME - - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA - - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA - - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
89 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT CONSOLIDATING ELIMINATIONS
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE (1,080) (1,080) (1,080) (1,080) (4,320) (1,080) (1,080) (1,080) (1,080) (4,320) (4,320) (4,320) VARIABLE COST Material - - Scrap - - Labor - - Burden (1,080) (1,080) (1,080) (1,080) (4,320) (1,080) (1,080) (1,080) (1,080) (4,320) (4,320) (4,320) Adjustment for Restructuring - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost (1,080) (1,080) (1,080) (1,080) (4,320) (1,080) (1,080) (1,080) (1,080) (4,320) (4,320) (4,320) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ PLANT FIXED COST Third Party Rents & Leases - - Related Party Rents & Leases - - Launch Risk - - Depreciation - - Mi SBT - - Taxes - - Fees From Deluxe - - Restructuring Adj. - Fixed - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - Related Party Rents & Leases - - Mi SBT - - Taxes - - Payroll Related Expenses - - Gainshare - - Other Utilities and Telephone - - Insurance - - Normal Course Professional - - Maintenance & Supplies - - Travel & Entertainment - - Depreciation - - Other - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA - - - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
90 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT VENTURE MOLD & ENGINEERING (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 2,582 1,415 2,205 1,970 98 1,534 2,661 2,677 2,438 1,092 1,139 515 20,326 VARIABLE COST Material 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993 819 854 (192) 15,179 Scrap - - - - - - - - - - - - - Labor - - - - - - - - - - - - - Burden - - - - - - - - - - - - - Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993 819 854 (192) 15,179 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 323 549 731 316 (19) 384 650 504 446 273 285 707 5,148 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 25% 25% 137% 25% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 155 137 137 137 133 132 130 129 129 127 125 119 1,589 Mi SBT - - - - - - - - - - - - - Taxes - - 24 - - - - - - - - - 24 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 155 137 160 137 133 132 130 129 129 127 125 119 1,613 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 169 412 570 179 (153) 251 520 375 317 146 160 588 3,535 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 169 412 570 179 (153) 251 520 375 317 146 160 588 3,535 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 169 412 570 179 (153) 251 520 375 317 146 160 588 3,535 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 155 137 137 137 133 132 130 129 129 127 125 119 1,589 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 323 549 707 316 (19) 384 650 504 446 273 285 707 5,124 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 323 549 707 316 (19) 384 650 504 446 273 285 707 5,124 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
91 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT VENTURE MOLD & ENGINEERING (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ---- Revenue 990 1,879 1,523 250 2,777 250 250 3,128 250 250 2,777 11,250 25,573 VARIABLE COST Material 742 1,409 1,186 188 2,083 188 188 2,346 188 188 2,083 8,438 19,223 Scrap - - - - - - - - - - - - - Labor - - - - - - - - - - - - - Burden - - - - - - - - - - - - - Adjustment for Restructuring - - - - - - - - - - - - - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ Total Variable Cost 742 1,409 1,186 188 2,083 188 188 2,346 188 188 2,083 8,438 19,223 --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ CONTRIBUTION MARGIN 247 470 337 63 694 63 63 782 63 63 694 2,813 6,350 --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ 25% 25% 22% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - - Depreciation 118 118 118 110 110 110 110 110 110 110 110 110 1,345 Mi SBT - - - - - - - - - - - - - Taxes - - - 2 2 2 2 2 2 2 2 2 18 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ Total Fixed Cost 118 118 118 112 112 112 112 112 112 112 112 112 1,364 --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ GROSS MARGIN 129 352 220 (50) 582 (50) (50) 670 (50) (50) 582 2,700 4,986 --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ Total SG&A Fixed - - - - - - - - - - - - - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ Total SG&A Variable - - - - - - - - - - - - - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ INCOME BEFORE TAX 129 352 220 (50) 582 (50) (50) 670 (50) (50) 582 2,700 4,986 --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ Provision for Income Taxes - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ NET INCOME 129 352 220 (50) 582 (50) (50) 670 (50) (50) 582 2,700 4,986 === ===== ===== === ===== === === ===== === === ===== ===== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 118 118 118 110 110 110 110 110 110 110 110 110 1,345 --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ EBITDA 247 470 337 60 692 60 60 780 60 60 692 2,810 6,332 === ===== ===== === ===== === === ===== === === ===== ===== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - --- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------ Adjusted EBITDA 247 470 337 60 692 60 60 780 60 60 692 2,810 6,332 === ===== ===== === ===== === === ===== === === ===== ===== ======
92 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT VENTURE MOLD & ENGINEERING (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ---- REVENUE 6,500 - - 9,000 15,500 - 11,200 - 15,000 26,200 26,500 26,500 VARIABLE COST Material 4,875 - - 6,750 11,625 - 8,400 - 11,250 19,650 19,875 19,875 Scrap - - - - - - - - - - - - Labor - - - - - - - - - - - - Burden - - - - - - - - - - - - Adjustment for Restructuring - - - - - - - - - - - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ Total Variable Cost 4,875 - - 6,750 11,625 - 8,400 - 11,250 19,650 19,875 19,875 ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ CONTRIBUTION MARGIN 1,625 - - 2,250 3,875 - 2,800 - 3,750 6,550 6,625 6,625 ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ 25% #DIV/0! #DIV/0! 25% 25% #DIV/0! 25% #DIV/0! 25% 25% 25% 25% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Launch Risk - - - - - - - - - - - - Depreciation 260 260 260 260 1,041 213 213 213 213 850 359 153 Mi SBT - - - - - - - - - - - - Taxes 6 6 6 6 25 6 6 6 6 26 27 27 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ Total Fixed Cost 267 267 267 267 1,066 219 219 219 219 876 386 180 ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ GROSS MARGIN 1,358 (267) (267) 1,983 2,809 (219) 2,581 (219) 3,531 5,674 6,239 6,445 ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ INCOME BEFORE TAX 1,358 (267) (267) 1,983 2,809 (219) 2,581 (219) 3,531 5,674 6,239 6,445 ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ Provision for Income Taxes - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ NET INCOME 1,358 (267) (267) 1,983 2,809 (219) 2,581 (219) 3,531 5,674 6,239 6,445 ====== ======= ======= ====== ====== ======= ====== ======= ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 260 260 260 260 1,041 213 213 213 213 850 359 153 ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ EBITDA 1,619 (6) (6) 2,244 3,850 (6) 2,794 (6) 3,744 6,524 6,598 6,598 ====== ======= ======= ====== ====== ======= ====== ======= ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------ Adjusted EBITDA 1,619 (6) (6) 2,244 3,850 (6) 2,794 (6) 3,744 6,524 6,598 6,598 ====== ======= ======= ====== ====== ======= ====== ======= ====== ====== ====== ======
93 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT ALMONT (IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ -------------------- ------ ------ ------ ------ ------ ---- REVENUE 1,337 2,925 3,915 1,660 2,403 2,181 1,448 779 3,707 (140) 793 1,933 22,940 VARIABLE COST Material 186 702 1,643 1,199 1,145 985 765 88 2,458 (524) (80) 434 9,000 Scrap - - - - - - - - - - - - - Labor 534 564 571 393 337 467 267 305 496 422 405 635 5,395 Burden (74) 230 158 105 123 70 (34) (71) (184) 39 (88) (16) 257 Adjustment for Restructuring - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Variable Cost 646 1,496 2,371 1,697 1,605 1,521 998 321 2,770 (64) 237 1,053 14,652 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 691 1,429 1,543 (37) 798 659 450 458 937 (76) 556 880 8,288 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 54.5% 70.2% 45.5% 36.1% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases 35 35 35 35 35 35 35 35 35 71 35 35 461 Launch Risk - - - - - - - - - - - - - Depreciation 349 349 349 304 338 332 317 253 252 252 252 252 3,601 Mi SBT - - - - - - - - - - - - - Taxes 3 22 7 3 3 3 3 3 1 37 15 15 116 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total Fixed Cost 388 407 392 342 376 371 356 292 288 360 303 303 4,178 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ GROSS MARGIN 303 1,022 1,151 (379) 422 288 94 166 648 (436) 254 577 4,110 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ INCOME BEFORE TAX 303 1,022 1,151 (379) 422 288 94 166 648 (436) 254 577 4,110 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Provision for Income Taxes - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INCOME 303 1,022 1,151 (379) 422 288 94 166 648 (436) 254 577 4,110 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 349 349 349 304 338 332 317 253 252 252 252 252 3,601 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 652 1,371 1,501 (76) 760 621 411 419 900 (184) 506 830 7,710 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 652 1,371 1,501 (76) 760 621 411 419 900 (184) 506 830 7,710 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
94 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT ALMONT (IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ REVENUE 1,115 2,338 5,547 737 631 663 12,925 631 618 614 577 554 26,951 VARIABLE COST Material 230 648 3,441 251 175 175 12,389 175 175 175 175 175 18,188 Scrap - - - - - - - - - - - - - Labor 568 487 544 84 84 84 319 84 84 84 84 84 2,587 Burden (101) 184 (2) 12 12 12 53 12 12 12 12 12 232 Adjustment for Restructuring - - - - - - - - - - - - - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ Total Variable Cost 698 1,319 3,984 347 271 271 12,761 271 271 271 271 271 21,007 ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ CONTRIBUTION MARGIN 417 1,019 1,564 390 360 391 164 360 347 343 306 283 5,944 ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ 37.4% 43.6% 28.2% 52.9% 57.0% 59.1% 1.3% 57.1% 56.1% 55.9% 53.0% 51.1% 22.1% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases 35 35 35 35 35 35 35 35 35 35 35 35 426 Launch Risk - - - - - - - - - - - - - Depreciation 252 252 252 248 248 248 207 152 152 152 152 153 2,471 Mi SBT - - - - - - - - - - - - - Taxes 15 9 8 10 10 10 10 10 10 10 10 10 123 Fees From Deluxe - - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ Total Fixed Cost 303 297 296 293 293 294 253 197 198 198 198 198 3,019 ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ GROSS MARGIN 114 722 1,268 97 66 98 (89) 163 149 145 108 85 2,925 ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - - Taxes - - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - - Gainshare - - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - - Insurance - - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - - Depreciation - - - - - - - - - - - - - Other - - - - - - - - - - - - - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ SG&A VARIABLE Commissions - Interest Expense - OEM Discount - Other Expense/(Income) - Building Rents/Usage Fees - Litigation/Patent Legal Fees - Amortization of Financing Cost - Restructuring Fees - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ INCOME BEFORE TAX 114 722 1,268 97 66 98 (89) 163 149 145 108 85 2,925 ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ Provision for Income Taxes - - ----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------ NET INCOME 114 722 1,268 97 66 98 (89) 163 149 145 108 85 2,925 ===== ====== ====== ==== ====== ====== ====== ===== ====== ====== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - - Income Tax - - - - - - - - - - - - - Other Expense/(Income) - MI SBT - - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - - Depreceation & Amortization 252 252 252 248 248 248 207 152 152 152 152 153 2,471 ------ ------ ------ ---- ------ ------ ------ ------ ------ ------ ------ ------ ------ EBITDA 366 975 1,520 345 314 346 118 315 301 298 261 237 5,396 ====== ====== ====== ==== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - Paid Commissions - Deferred Rents & Leases - Paid Rents & Leases - Net Deferral Adjustment - ------ ------ ------ ---- ------ ------ ------ ------ ------ ------ ------ ------ ------ Adjusted EBITDA 366 975 1,520 345 314 346 118 315 301 298 261 237 5,396 ====== ====== ====== ==== ====== ====== ====== ====== ====== ====== ====== ====== ======
95 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC INCOME STATEMENT ALMONT (IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ---- REVENUE 1,856 7,015 13,205 9,473 31,550 3,405 9,510 4,405 1,405 18,726 14,543 14,343 VARIABLE COST Material 526 4,625 11,167 4,895 21,212 1,500 4,473 1,987 526 8,486 7,071 6,974 Scrap - - - - - - - - - - - - Labor 251 726 726 1,875 3,578 715 2,131 947 251 4,043 3,369 3,322 Burden 37 119 119 317 591 117 361 157 37 671 555 547 Adjustment for Restructuring - - - - - - - - - - - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Variable Cost 813 5,470 12,012 7,086 25,381 2,331 6,965 3,090 813 13,200 10,995 10,843 ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ CONTRIBUTION MARGIN 1,043 1,546 1,194 2,387 6,169 1,074 2,545 1,315 592 5,526 3,548 3,500 ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ 56.2% 22.0% 9.0% 25.2% 19.6% 31.5% 26.8% 29.9% 42.1% 29.5% 24.4% 24.4% PLANT FIXED COST Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases 106 106 106 106 426 106 106 106 106 426 426 426 Launch Risk - - - - - - - - - - - - Depreciation 285 285 285 285 1,142 107 107 107 107 427 357 291 Mi SBT - - - - - - - - - - - - Taxes 31 31 31 31 124 32 32 32 32 127 131 131 Fees From Deluxe - - - - - - - - - - - - Restructuring Adj. - Fixed - - - - - - - - - - - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ Total Fixed Cost 423 423 423 423 1,691 245 245 245 245 980 913 848 ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ GROSS MARGIN 620 1,123 771 1,964 4,478 829 2,300 1,070 347 4,546 2,635 2,652 ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A - FIXED Third Party Rents & Leases - - - - - - - - - - - - Related Party Rents & Leases - - - - - - - - - - - - Mi SBT - - - - - - - - - - - - Taxes - - - - - - - - - - - - Payroll Related Expenses - - - - - - - - - - - - Gainshare - - - - - - - - - - - - Other Utilities and Telephone - - - - - - - - - - - - Insurance - - - - - - - - - - - - Normal Course Professional - - - - - - - - - - - - Maintenance & Supplies - - - - - - - - - - - - Travel & Entertainment - - - - - - - - - - - - Depreciation - - - - - - - - - - - - Other - - - - - - - - - - - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Fixed - - - - - - - - - - - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ SG&A VARIABLE Commissions - - Interest Expense - - OEM Discount - - Other Expense/(Income) - - Building Rents/Usage Fees - - Litigation/Patent Legal Fees - - Amortization of Financing Cost - - Restructuring Fees - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ Total SG&A Variable - - - - - - - - - - - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ INCOME BEFORE TAX 620 1,123 771 1,964 4,478 829 2,300 1,070 347 4,546 2,635 2,652 ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ Provision for Income Taxes - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ NET INCOME 620 1,123 771 1,964 4,478 829 2,300 1,070 347 4,546 2,635 2,652 ===== ===== ====== ===== ====== ===== ===== ===== ===== ====== ====== ====== EBITDA CALCULATION Add: Interest - - - - - - - - - - - - OEM Discount - - - - - - - - - - - - Income Tax - - - - - - - - - - - - Other Expense/(Income) - - MI SBT - - - - - - - - - - - - Restructuring Fees - - - - - - - - - - - - Depreceation & Amortization 285 285 285 285 1,142 107 107 107 107 427 357 291 ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ EBITDA 906 1,409 1,056 2,249 5,620 936 2,407 1,177 454 4,974 2,992 2,943 ===== ===== ====== ===== ====== ===== ===== ===== ===== ====== ====== ====== ADJUSTED EBITDA: Deferred Commissions - - Paid Commissions - - Deferred Rents & Leases - - Paid Rents & Leases - - Net Deferral Adjustment - - ----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------ Adjusted EBITDA 906 1,409 1,056 2,249 5,620 936 2,407 1,177 454 4,974 2,992 2,943 ===== ===== ====== ===== ====== ===== ===== ===== ===== ====== ====== ======
96 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ ASSETS CASH & EQUIVALENTS Beginning Balance 7,130 (0) 1,846 (1) (6) (3) (0) (7,130) 1,847 (1,847) (5) 3 3 (0) -------- -------- ------- -------- ------- ------- ------- Net Change (7,130) 1,847 (1,847) (5) 3 3 (0) -------- -------- ------- -------- ------- ------- ------- Ending Balance (0) 1,846 (1) (6) (3) (0) (0) ======== ======== ======= ======== ======= ======= ======= ACCOUNTS RECEIVABLE - TRADE Beginning Balance 17,792 32,813 30,054 36,905 35,813 37,864 37,219 Monthly Ship Days 20 20 25 20 20 25 10 GM Beg. Balance - - - 7,557 8,288 7,301 Revenue - - - - - - Collections - - - (7,557) (8,288) (7,301) Adjustment to Actual 7,557 8,288 7,301 7,303 -------- -------- ------- -------- ------- ------- ------- GM End Balance - - - 7,557 8,288 7,301 7,303 -------- -------- ------- -------- ------- ------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 DCX Beg. Balance - - - 3,165 3,585 3,240 Revenue - - - - - - Collections - - - (3,165) (3,585) (3,240) Adjustment to Actual 3,165 3,585 3,240 2,239 -------- -------- ------- -------- ------- ------- ------- DCX End Balance - - - 3,165 3,585 3,240 2,239 -------- -------- ------- -------- ------- ------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 Ford Beg. Balance - - - 1,431 1,256 1,082 Revenue - - - - - - Collections - - - (1,431) (1,256) (1,082) Adjustment to Actual 1,431 1,256 1,082 654 -------- -------- ------- -------- ------- ------- ------- Ford End Balance - - - 1,431 1,256 1,082 654 -------- -------- ------- -------- ------- ------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 Other Beg. Balance - - 112,395 139,318 17,338 15,300 16,648 Revenue 44,958 55,727 40,940 42,540 49,562 20,529 Collections 67,437 (28,804) (77,908) 46,472 59,043 14,145 Adjustment to Actual (85,012) (91,050) (107,256) (40,457) -------- -------- ------- -------- ------- -------- ------- Other End Balance - 112,395 139,318 17,338 15,300 16,648 10,865 -------- -------- ------- -------- ------- -------- ------- DSO (Other based on 30 day months) 75 75 75 75 75 75 Over 90 Beg. - - - 3,905 6,617 7,396 Adjustments 3,905 2,712 779 (1,914) -------- -------- ------- -------- ------- ------- ------- Over 90 End (Assumed level) - - - 3,905 6,617 7,396 5,482 -------- -------- ------- -------- ------- ------- ------- Interco/Other Beg. - - - 104,830 105,231 103,965 Adjustments 104,830 401 (1,266) 726 -------- -------- ------- -------- ------- ------- ------- Interco/Other End - - - 104,830 105,231 103,965 104,691 -------- -------- ------- -------- ------- ------- ------- Calculated Receivable Change - 112,395 26,923 (1,092) 2,051 (645) (8,398) -------- -------- ------- -------- ------- ------- ------- 15,020 (115,154) (20,071) - - - - -------- -------- ------- -------- ------- ------- ------- Net Change 15,020 (2,759) 6,851 (1,092) 2,051 (645) (8,398) -------- -------- ------- -------- ------- ------- ------- Ending Balance 32,813 30,054 36,905 35,813 37,864 37,219 28,822 ======== ======== ======= ======== ======= ======= =======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- ASSETS CASH & EQUIVALENTS Beginning Balance (0) (2) (1) (2) (2) 7,130 (1) 1 (1) (1) 742 (6,391) ------- ------- ------- -------- ------- -------- Net Change (1) 1 (1) (1) 742 (6,391) ------- ------- ------- -------- ------- -------- Ending Balance (2) (1) (2) (2) 739 739 ======= ======= ======= ======== ======= ======== ACCOUNTS RECEIVABLE - TRADE Beginning Balance 28,822 25,635 29,934 28,920 26,897 17,792 Monthly Ship Days 20 25 20 20 15 240 GM Beg. Balance 7,303 5,967 8,042 7,924 7,450 - Revenue - - - - - - Collections (7,303) (5,967) (8,042) (7,924) (7,450) (59,832) Adjustment to Actual 5,967 8,042 7,924 7,450 2,251 62,083 ------- ------- ------- -------- ------- -------- GM End Balance 5,967 8,042 7,924 7,450 2,251 2,251 ------- ------- ------- -------- ------- -------- DSO (OEM based on monthly ship days) 5 5 5 5 5 DCX Beg. Balance 2,239 2,183 2,025 2,448 2,533 - Revenue - - - - - - Collections (2,239) (2,183) (2,025) (2,448) (2,533) (21,418) Adjustment to Actual 2,183 2,025 2,448 2,533 805 22,223 ------- ------- ------- -------- ------- -------- DCX End Balance 2,183 2,025 2,448 2,533 805 805 ------- ------- ------- -------- ------- -------- DSO (OEM based on monthly ship days) 5 5 5 5 5 Ford Beg. Balance 654 1,121 1,834 1,452 876 - Revenue - - - - - - Collections (654) (1,121) (1,834) (1,452) (876) (9,706) Adjustment to Actual 1,121 1,834 1,452 876 793 10,499 ------- ------- ------- -------- ------- -------- Ford End Balance 1,121 1,834 1,452 876 793 793 ------- ------- ------- -------- ------- -------- DSO (OEM based on monthly ship days) 5 5 5 5 5 Other Beg. Balance 10,865 10,204 12,609 11,626 11,726 - Revenue 31,707 43,581 35,470 35,050 38,742 438,806 Collections 36,695 55,168 50,735 48,408 40,584 311,975 Adjustment to Actual (69,063) (96,344) (87,188) (83,359) (81,003) (740,732) ------- ------- ------- -------- ------- -------- Other End Balance 10,204 12,609 11,626 11,726 10,049 10,049 ------- ------- ------- -------- ------- -------- DSO (Other based on 30 day months) 75 75 75 75 75 Over 90 Beg. 5,482 7,313 7,449 7,067 7,066 - Adjustments 1,831 136 (382) (1) (910) 6,156 ------- ------- ------- -------- ------- -------- Over 90 End (Assumed level) 7,313 7,449 7,067 7,066 6,156 6,156 ------- ------- ------- -------- ------- -------- Interco/Other Beg. 104,691 101,260 100,388 100,816 99,658 - Adjustments (3,431) (872) 428 (1,158) (2,763) 96,896 ------- ------- ------- -------- ------- -------- Interco/Other End 101,260 100,388 100,816 99,658 96,896 96,896 ------- ------- ------- -------- ------- -------- Calculated Receivable Change (3,186) 4,299 (1,014) (2,024) (12,360) 116,950 ------- ------- ------- -------- ------- -------- - - - - - (120,205) ------- ------- ------- -------- ------- -------- Net Change (3,186) 4,299 (1,014) (2,024) (12,360) (3,255) ------- ------- ------- -------- ------- -------- Ending Balance 25,635 29,934 28,920 26,897 14,537 14,537 ======= ======= ======= ======== ======= ========
97 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ ASSETS CASH & EQUIVALENTS Beginning Balance 739 0 0 (1) 0 0 0 (739) (0) (1) 1 0 0 (0) ------- ------- ------- -------- ------- ------- ------- Net Change (739) (0) (1) 1 0 0 (0) ------- ------- ------- -------- ------- ------- ------- Ending Balance 0 0 (1) 0 0 0 0 ======= ======= ======= ======== ======= ======= ======= ACCOUNTS RECEIVABLE - TRADE Beginning Balance 14,537 21,044 20,560 21,594 17,029 18,193 18,214 Monthly Ship Days 20 20 25 20 20 25 10 GM Beg. Balance 2,251 7,270 7,270 7,320 4,751 5,282 4,668 Revenue 11 - - 19,003 21,126 23,339 8,526 Collections (2,259) (7,270) (7,270) (21,572) (20,595) (23,953) (8,931) Adjustment to Actual 7,267 7,270 7,320 ------- ------- ------- -------- ------- ------- ------- GM End Balance 7,270 7,270 7,320 4,751 5,282 4,668 4,263 ------- ------- ------- -------- ------- ------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 5 DCX Beg. Balance 805 2,107 2,107 2,635 1,196 1,408 1,223 Revenue 99 - - 4,784 5,634 6,113 4,062 Collections (879) (2,107) (2,107) (6,223) (5,421) (6,299) (3,254) Adjustment to Actual 2,082 2,107 2,635 ------- ------- ------- -------- ------- ------- ------- DCX End Balance 2,107 2,107 2,635 1,196 1,408 1,223 2,031 ------- ------- ------- -------- ------- ------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 5 Ford Beg. Balance 793 974 974 1,679 1,164 1,019 873 Revenue - - - 4,656 4,076 4,365 1,665 Collections (793) (974) (974) (5,171) (4,221) (4,511) (1,705) Adjustment to Actual 974 974 1,679 ------- ------- ------- -------- ------- ------- ------- Ford End Balance 974 974 1,679 1,164 1,019 873 832 ------- ------- ------- -------- ------- ------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 5 Other Beg. Balance 10,049 9,448 10,627 10,627 10,585 11,151 12,118 Revenue 29,423 33,381 46,090 4,234 4,687 5,620 3,011 Collections 34,086 40,624 42,622 (4,276) (4,121) (4,654) (4,030) Adjustment to Actual (64,110) (72,826) (88,712) ------- ------- ------- -------- ------- ------- ------- Other End Balance 9,448 10,627 10,627 10,585 11,151 12,118 11,098 ------- ------- ------- -------- ------- ------- ------- DSO (Other based on 30 day months) 75 75 75 75 75 75 75 Over 90 Beg. 6,156 7,263 7,263 6,061 6,061 6,061 6,061 Adjustments 1,107 - (1,202) ------- ------- ------- -------- ------- ------- ------- Over 90 End (Assumed level) 7,263 7,263 6,061 6,061 6,061 6,061 6,061 ------- ------- ------- -------- ------- ------- ------- Interco/Other Beg. 96,896 96,395 94,732 95,684 95,684 95,684 95,684 Adjustments (501) (1,663) 952 - - ------- ------- ------- -------- ------- ------- ------- Interco/Other End 96,395 94,732 95,684 95,684 95,684 95,684 95,684 ------- ------- ------- -------- ------- ------- ------- Calculated Receivable Change 6,507 (484) 1,033 (4,565) 1,164 21 (656) ------- ------- ------- -------- ------- ------- ------- ------- ------- ------- -------- ------- ------- ------- Net Change 6,507 (484) 1,033 (4,565) 1,164 21 (656) ------- ------- ------- -------- ------- ------- ------- Ending Balance 21,044 20,560 21,594 17,029 18,193 18,214 17,558 ======= ======= ======= ======== ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- ASSETS CASH & EQUIVALENTS Beginning Balance 0 0 0 0 0 739 - - - - - (739) ------- ------- ------- ------- ------- -------- Net Change - - - - - (739) ------- ------- ------- ------- ------- -------- Ending Balance 0 0 0 0 0 0 ======= ======= ======= ======= ======= ======== ACCOUNTS RECEIVABLE - TRADE Beginning Balance 17,558 18,634 19,501 22,085 20,098 14,537 Monthly Ship Days 20 25 20 20 20 245 GM Beg. Balance 4,263 4,529 4,444 4,709 3,928 2,251 Revenue 18,115 22,219 18,836 15,713 17,139 164,027 Collections (17,849) (22,304) (18,570) (16,494) (16,783) (183,851) Adjustment to Actual 21,857 ------- ------- ------- ------- ------- -------- GM End Balance 4,529 4,444 4,709 3,928 4,285 4,285 ------- ------- ------- ------- ------- -------- DSO (OEM based on monthly ship days) 5 5 5 5 5 DCX Beg. Balance 2,031 3,224 4,145 5,311 4,489 805 Revenue 12,897 20,724 21,244 17,957 19,284 112,799 Collections (11,704) (19,804) (20,078) (18,779) (18,952) (115,608) Adjustment to Actual 6,824 ------- ------- ------- ------- ------- -------- DCX End Balance 3,224 4,145 5,311 4,489 4,821 4,821 ------- ------- ------- ------- ------- -------- DSO (OEM based on monthly ship days) 5 5 5 5 5 Ford Beg. Balance 832 823 794 808 689 793 Revenue 3,291 3,971 3,230 2,757 3,026 31,038 Collections (3,301) (4,000) (3,217) (2,876) (2,959) (34,701) Adjustment to Actual 3,627 ------- ------- ------- ------- ------- -------- Ford End Balance 823 794 808 689 756 756 ------- ------- ------- ------- ------- -------- DSO (OEM based on monthly ship days) 5 5 5 5 5 Other Beg. Balance 11,098 10,725 10,785 11,924 11,658 10,049 Revenue 4,240 5,692 4,378 3,921 4,548 149,224 Collections (4,612) (5,632) (3,239) (4,187) (5,501) 77,080 Adjustment to Actual (225,648) ------- ------- ------- ------- ------- -------- Other End Balance 10,725 10,785 11,924 11,658 10,705 10,705 ------- ------- ------- ------- ------- -------- DSO (Other based on 30 day months) 75 75 75 75 75 Over 90 Beg. 6,061 6,061 6,061 6,061 6,061 6,156 Adjustments (95) ------- ------- ------- ------- ------- -------- Over 90 End (Assumed level) 6,061 6,061 6,061 6,061 6,061 6,061 ------- ------- ------- ------- ------- -------- Interco/Other Beg. 95,684 95,684 95,684 95,684 95,684 96,896 Adjustments (1,211) ------- ------- ------- ------- ------- -------- Interco/Other End 95,684 95,684 95,684 95,684 95,684 95,684 ------- ------- ------- ------- ------- -------- Calculated Receivable Change 1,076 867 2,584 (1,987) (198) 5,363 ------- ------- ------- ------- ------- -------- - ------- ------- ------- ------- ------- -------- Net Change 1,076 867 2,584 (1,987) (198) 5,363 ------- ------- ------- ------- ------- -------- Ending Balance 18,634 19,501 22,085 20,098 19,900 19,900 ======= ======= ======= ======= ======= ========
98 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 ------ ------ ------ ------ ---------- ------ ASSETS CASH & EQUIVALENTS Beginning Balance 0 0 0 0 0 9,962 0 - - 9,962 9,962 12,503 ------- ------- ------- ------- -------- ------- Net Change 0 - - 9,962 9,962 12,503 ------- ------- ------- ------- -------- ------- Ending Balance 0 0 0 9,962 9,962 22,465 ======= ======= ======= ======= ======== ======= ACCOUNTS RECEIVABLE - TRADE Beginning Balance 19,900 21,309 20,117 18,620 19,900 18,262 - Monthly Ship Days 65 65 55 60 245 65 GM Beg. Balance 4,285 4,143 3,899 3,852 4,285 3,628 Revenue 53,863 50,690 42,368 43,532 190,452 45,370 Collections (54,005) (50,934) (42,415) (43,756) (191,109) (45,508) Adjustment to Actual ------- ------- ------- ------- -------- ------- GM End Balance 4,143 3,899 3,852 3,628 3,628 3,490 ------- ------- ------- ------- -------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 5 DCX Beg. Balance 4,821 4,706 4,746 4,444 4,821 4,251 Revenue 61,177 61,699 48,888 51,017 222,781 59,904 Collections (61,292) (61,659) (49,190) (51,210) (223,351) (59,547) Adjustment to Actual ------- ------- ------- ------- -------- ------- DCX End Balance 4,706 4,746 4,444 4,251 4,251 4,608 ------- ------- ------- ------- -------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 Ford Beg. Balance 756 702 713 724 756 692 Revenue 9,123 9,264 7,967 8,300 34,653 8,526 Collections (9,177) (9,253) (7,955) (8,333) (34,718) (8,562) Adjustment to Actual ------- ------- ------- ------- -------- ------- Ford End Balance 702 713 724 692 692 656 ------- ------- ------- ------- -------- ------- DSO (OEM based on monthly ship days) 5 5 5 5 5 Other Beg. Balance 10,705 12,425 11,426 10,267 10,705 10,358 Revenue 14,910 13,711 12,320 12,430 53,371 14,572 Collections (13,190) (14,711) (13,479) (12,338) (53,718) (12,787) Adjustment to Actual ------- ------- ------- ------- -------- ------- Other End Balance 12,425 11,426 10,267 10,358 10,358 12,143 ------- ------- ------- ------- -------- ------- DSO (Other based on 30 day months) 75 75 75 75 75 Over 90 Beg. 6,061 6,061 6,061 6,061 6,061 6,061 Adjustments - ------- ------- ------- ------- -------- ------- Over 90 End (Assumed level) 6,061 6,061 6,061 6,061 6,061 6,061 ------- ------- ------- ------- -------- ------- Interco/Other Beg. 95,684 95,684 95,684 95,684 95,684 95,684 Adjustments - ------- ------- ------- ------- -------- ------- Interco/Other End 95,684 95,684 95,684 95,684 95,684 95,684 ------- ------- ------- ------- -------- ------- Calculated Receivable Change 1,409 (1,192) (1,497) (358) (1,639) 1,968 ------- ------- ------- ------- -------- ------- - ------- ------- ------- ------- -------- ------- Net Change 1,409 (1,192) (1,497) (358) (1,639) 1,968 ------- ------- ------- ------- -------- ------- Ending Balance 21,309 20,117 18,620 18,262 18,262 20,230 ======= ======= ======= ======= ======== =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ---------- ---------- ---------- ASSETS CASH & EQUIVALENTS Beginning Balance 22,465 10,614 8,523 9,962 15,416 7,243 (11,851) (2,091) 6,893 5,454 (8,173) 1,118 ------- ------- ------- -------- -------- -------- Net Change (11,851) (2,091) 6,893 5,454 (8,173) 1,118 ------- ------- ------- -------- -------- -------- Ending Balance 10,614 8,523 15,416 15,416 7,243 8,361 ======= ======= ======= ======== ======== ======== ACCOUNTS RECEIVABLE - TRADE Beginning Balance 20,230 18,780 17,585 18,262 17,932 36,215 - Monthly Ship Days 65 55 60 245 245 245 GM Beg. Balance 3,490 3,218 3,323 3,628 3,899 13,118 Revenue 41,833 36,549 46,786 170,538 214,267 208,730 Collections (42,105) (36,444) (46,210) (170,267) (205,047) (209,069) Adjustment to Actual ------- ------- ------- -------- -------- -------- GM End Balance 3,218 3,323 3,899 3,899 13,118 12,779 ------- ------- ------- -------- -------- -------- DSO (OEM based on monthly ship days) 5 5 5 15 15 DCX Beg. Balance 4,608 4,353 4,268 4,251 3,975 11,871 Revenue 56,592 46,953 47,702 211,150 193,887 168,800 Collections (56,847) (47,038) (47,995) (211,426) (185,992) (170,336) Adjustment to Actual ------- ------- ------- -------- -------- -------- DCX End Balance 4,353 4,268 3,975 3,975 11,871 10,335 ------- ------- ------- -------- -------- -------- DSO (OEM based on monthly ship days) 5 5 5 15 15 Ford Beg. Balance 656 631 391 692 363 884 Revenue 8,203 4,296 4,352 25,378 14,434 6,354 Collections (8,228) (4,537) (4,380) (25,707) (13,913) (6,849) Adjustment to Actual ------- ------- ------- -------- -------- -------- Ford End Balance 631 391 363 363 884 389 ------- ------- ------- -------- -------- -------- DSO (OEM based on monthly ship days) 5 5 5 15 15 Other Beg. Balance 12,143 11,245 10,271 10,358 10,362 11,010 Revenue 13,494 12,325 12,435 52,826 52,847 52,869 Collections (14,392) (13,299) (12,343) (52,822) (52,200) (52,865) Adjustment to Actual ------- ------- ------- -------- -------- -------- Other End Balance 11,245 10,271 10,362 10,362 11,010 11,014 ------- ------- ------- -------- -------- -------- DSO (Other based on 30 day months) 75 75 75 75 75 Over 90 Beg. 6,061 6,061 6,061 6,061 6,061 6,061 Adjustments - ------- ------- ------- -------- -------- -------- Over 90 End (Assumed level) 6,061 6,061 6,061 6,061 6,061 6,061 ------- ------- ------- -------- -------- -------- Interco/Other Beg. 95,684 95,684 95,684 95,684 95,684 95,684 Adjustments - ------- ------- ------- -------- -------- -------- Interco/Other End 95,684 95,684 95,684 95,684 95,684 95,684 ------- ------- ------- -------- -------- -------- Calculated Receivable Change (1,450) (1,194) 346 (330) 18,283 (2,365) ------- ------- ------- -------- -------- -------- - ------- ------- ------- -------- -------- -------- Net Change (1,450) (1,194) 346 (330) 18,283 (2,365) ------- ------- ------- -------- -------- -------- Ending Balance 18,780 17,585 17,932 17,932 36,215 33,850 ======= ======= ======= ======== ======== ========
99 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail) Beginning Balance 18,569 13,297 11,001 7,285 7,488 6,526 5,769 Billed Tooling Revenue - - - - - - - Tooling Collections - - - - - - - Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual (5,272) (2,297) (3,716) 203 (962) (756) 262 ------ ------ ------ ------ ------ ------ ------ Net Change (5,272) (2,297) (3,716) 203 (962) (756) 262 ------ ------ ------ ------ ------ ------ ------ Ending Balance 13,297 11,001 7,285 7,488 6,526 5,769 6,031 ====== ====== ====== ====== ====== ====== ====== ACCOUNTS RECEIVABLE - DELUXE Beginning Balance 69,703 71,105 72,093 75,588 78,528 81,381 85,309 Deluxe (Tooling Asm. Tab for CF) - - - - - - - Adj to Actual 1,402 988 3,495 2,940 2,853 3,928 1,426 ------ ------ ------ ------ ------ ------ ------ Net Change 1,402 988 3,495 2,940 2,853 3,928 1,426 ------ ------ ------ ------ ------ ------ ------ Ending Balance 71,105 72,093 75,588 78,528 81,381 85,309 86,736 ====== ====== ====== ====== ====== ====== ====== A/R - RELATED PARTY - RESTRICTED Beginning Balance (335) (503) (670) (838) (1,005) (1,173) (1,341) Accrued Harper Rents (168) (168) (168) (168) (168) (168) (168) Paid Harper Rents Adj to Actual (0) (0) 0 (0) 0 (0) 0 ------ ------ ------ ------ ------ ------ ------ Net Change (168) (168) (168) (168) (168) (168) (168) ------ ------ ------ ------ ------ ------ ------ Ending Balance (503) (670) (838) (1,005) (1,173) (1,341) (1,508) ====== ====== ====== ====== ====== ====== ====== A/R - RELATED PARTY - UNRESTRICTED Beginning Balance 4,517 5,274 5,768 4,154 4,331 5,701 6,034 Australia Payment Current Portion of LT Rec. Adj to Actual 757 494 (1,614) 177 1,370 333 (15) ------ ------ ------ ------ ------ ------ ------ Net Change 757 494 (1,614) 177 1,370 333 (15) ------ ------ ------ ------ ------ ------ ------ Ending Balance 5,274 5,768 4,154 4,331 5,701 6,034 6,019 ====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail) Beginning Balance 6,031 6,260 17,940 13,247 9,059 18,569 Billed Tooling Revenue - - - - - - Tooling Collections - - - - - - Other Adjustments (See tooling assumptions) - - - - - - Adj to Actual 228 11,681 (4,693) (4,188) 1,461 (8,050) ------ ------ ------ ------ ------ ------ Net Change 228 11,681 (4,693) (4,188) 1,461 (8,050) ------ ------ ------ ------ ------ ------ Ending Balance 6,260 17,940 13,247 9,059 10,520 10,520 ====== ====== ====== ====== ====== ====== ACCOUNTS RECEIVABLE - DELUXE Beginning Balance 86,736 89,723 91,369 92,352 92,828 69,703 Deluxe (Tooling Asm. Tab for CF) - - (161) 380 1,376 1,596 - - Adj to Actual 2,987 1,647 1,143 96 5,385 28,291 ------ ------ ------ ------ ------ ------ Net Change 2,987 1,647 983 476 6,761 29,886 ------ ------ ------ ------ ------ ------ Ending Balance 89,723 91,369 92,352 92,828 99,589 99,589 ====== ====== ====== ====== ====== ====== A/R - RELATED PARTY - RESTRICTED Beginning Balance (1,508) (1,676) (1,676) (1,676) (1,676) (335) Accrued Harper Rents (168) (27) (100) (100) (100) (1,667) Paid Harper Rents - - - Adj to Actual 0 27 100 100 100 327 ------ ------ ------ ------ ------ ------ Net Change (168) (0) - - - (1,341) ------ ------ ------ ------ ------ ------ Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) ====== ====== ====== ====== ====== ====== A/R - RELATED PARTY - UNRESTRICTED Beginning Balance 6,019 4,042 4,638 3,939 4,551 4,517 Australia Payment (1,417) (1,417) Current Portion of LT Rec. - - Adj to Actual (1,977) 597 (699) 612 (734) (699) ------ ------ ------ ------ ------ ------ Net Change (1,977) 597 (699) 612 (2,151) (2,116) ------ ------ ------ ------ ------ ------ Ending Balance 4,042 4,638 3,939 4,551 2,401 2,401 ====== ====== ====== ====== ====== ======
100 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail) Beginning Balance 10,520 10,320 11,452 12,201 9,311 16,347 15,304 Billed Tooling Revenue - - - 1,797 7,867 1,009 2,858 Tooling Collections - - - (4,687) (832) (2,052) (8,226) Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual (200) 1,132 749 - - - - ------ ------- ------- ------- ------- ------- ------- Net Change (200) 1,132 749 (2,890) 7,036 (1,043) (5,368) ------ ------- ------- ------- ------- ------- ------- Ending Balance 10,320 11,452 12,201 9,311 16,347 15,304 9,937 ====== ======= ======= ======= ======= ======= ======= ACCOUNTS RECEIVABLE - DELUXE Beginning Balance 99,589 99,963 100,396 102,723 102,616 104,478 107,580 Deluxe (Tooling Asm. Tab for CF) (347) 1,696 (1,147) (108) 1,863 3,102 807 Adj to Actual 721 (1,263) 3,474 - - - - ------ ------- ------- ------- ------- ------- ------- Net Change 374 433 2,327 (108) 1,863 3,102 807 ------ ------- ------- ------- ------- ------- ------- Ending Balance 99,963 100,396 102,723 102,616 104,478 107,580 108,387 ====== ======= ======= ======= ======= ======= ======= A/R - RELATED PARTY - RESTRICTED Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) Accrued Harper Rents (100) (100) (100) (100) (100) (100) (100) Paid Harper Rents 100 100 100 100 100 100 100 Adj to Actual (0) - (0) - - - - ------ ------- ------- ------- ------- ------- ------- Net Change (0) - (0) - - - - ------ ------- ------- ------- ------- ------- ------- Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) ====== ======= ======= ======= ======= ======= ======= A/R - RELATED PARTY - UNRESTRICTED Beginning Balance 2,401 2,810 2,937 2,084 2,084 2,084 547 Australia Payment (1,538) (1,538) Current Portion of LT Rec. Adj to Actual 409 127 684 - - - - ------ ------- ------- ------- ------- ------- ------- Net Change 409 127 (853) - - (1,538) - ------ ------- ------- ------- ------- ------- ------- Ending Balance 2,810 2,937 2,084 2,084 2,084 547 547 ====== ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail) Beginning Balance 9,937 11,936 11,975 6,188 5,823 10,520 Billed Tooling Revenue 3,265 452 250 250 4,233 21,983 Tooling Collections (1,266) (413) (6,037) (615) (413) (24,541) Other Adjustments (See tooling assumptions) - - - - - - Adj to Actual 1,681 ------- ------- ------- ------- ------- ------- Net Change 1,999 39 (5,787) (365) 3,820 (877) ------- ------- ------- ------- ------- ------- Ending Balance 11,936 11,975 6,188 5,823 9,643 9,643 ======= ======= ======= ======= ======= ======= ACCOUNTS RECEIVABLE - DELUXE Beginning Balance 108,387 109,768 113,258 114,354 116,267 99,589 Deluxe (Tooling Asm. Tab for CF) 1,380 3,491 1,095 1,913 2,471 16,216 - - Adj to Actual - 2,932 ------- ------- ------- ------- ------- ------- Net Change 1,380 3,491 1,095 1,913 2,471 19,148 ------- ------- ------- ------- ------- ------- Ending Balance 109,768 113,258 114,354 116,267 118,737 118,737 ======= ======= ======= ======= ======= ======= A/R - RELATED PARTY - RESTRICTED Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) Accrued Harper Rents (100) (100) (100) (100) (100) (1,200) Paid Harper Rents 100 100 100 100 100 1,200 - - Adj to Actual (0) ------- ------- ------- ------- ------- ------- Net Change - - - - - (0) ------- ------- ------- ------- ------- ------- Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) ======= ======= ======= ======= ======= ======= A/R - RELATED PARTY - UNRESTRICTED Beginning Balance 547 547 (991) (991) (991) 2,401 Australia Payment (1,538) (1,538) (6,150) Current Portion of LT Rec. - - Adj to Actual - 1,221 ------- ------- ------- ------- ------- ------- Net Change - (1,538) - - (1,538) (4,929) ------- ------- ------- ------- ------- ------- Ending Balance 547 (991) (991) (991) (2,528) (2,528) ======= ======= ======= ======= ======= =======
101 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------ ------ ------ ---------- ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail) Beginning Balance 9,643 16,697 8,276 14,802 9,643 Billed Tooling Revenue 11,787 3,116 11,692 3,010 29,606 Tooling Collections (4,733) (11,537) (5,167) (11,692) (33,129) Other Adjustments (See tooling assumptions) - - - - - Adj to Actual - ------- ------- ------- ------- ------- Net Change 7,054 (8,421) 6,526 (8,682) (3,523) ------- ------- ------- ------- ------- Ending Balance 16,697 8,276 14,802 6,120 6,120 ======= ======= ======= ======= ======= ACCOUNTS RECEIVABLE - DELUXE Beginning Balance 118,737 118,108 117,776 118,835 118,737 Deluxe (Tooling Asm. Tab for CF) (630) (332) 1,058 (18,187) (18,090) - - Adj to Actual - ------- ------- ------- ------- ------- Net Change (630) (332) 1,058 (18,187) (18,090) ------- ------- ------- ------- ------- Ending Balance 118,108 117,776 118,835 100,647 100,647 ======= ======= ======= ======= ======= A/R - RELATED PARTY - RESTRICTED Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) Accrued Harper Rents (300) (300) (300) (300) (1,200) Paid Harper Rents 300 300 300 300 1,200 - - Adj to Actual - ------- ------- ------- ------- ------- Net Change - - - - - ------- ------- ------- ------- ------- Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) ======= ======= ======= ======= ======= A/R - RELATED PARTY - UNRESTRICTED Beginning Balance (2,528) 2,281 678 (925) (2,528) Australia Payment (1,603) (1,603) (1,603) (1,603) (6,412) Current Portion of LT Rec. 6,412 6,412 - Adj to Actual - ------- ------- ------- ------- ------- Net Change 4,809 (1,603) (1,603) (1,603) - ------- ------- ------- ------- ------- Ending Balance 2,281 678 (925) (2,528) (2,528) ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ------ ---------- ---------- ---------- ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail) Beginning Balance 6,120 13,660 5,160 17,160 6,120 5,160 5,160 Billed Tooling Revenue 26,500 - 20,105 - 46,605 36,400 36,500 Tooling Collections (18,960) (8,500) (8,105) (12,000) (47,565) (36,400) (36,500) Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- Net Change 7,540 (8,500) 12,000 (12,000) (960) - - ------- ------- ------- ------- ------- ------- ------- Ending Balance 13,660 5,160 17,160 5,160 5,160 5,160 5,160 ======= ======= ======= ======= ======= ======= ======= ACCOUNTS RECEIVABLE - DELUXE Beginning Balance 100,647 97,206 100,088 98,825 100,647 101,140 101,273 Deluxe (Tooling Asm. Tab for CF) (3,441) 2,882 (1,263) 2,316 493 133 (458) - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- Net Change (3,441) 2,882 (1,263) 2,316 493 133 (458) ------- ------- ------- ------- ------- ------- ------- Ending Balance 97,206 100,088 98,825 101,140 101,140 101,273 100,815 ======= ======= ======= ======= ======= ======= ======= A/R - RELATED PARTY - RESTRICTED Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) - Accrued Harper Rents (300) (300) (300) (300) (1,200) (1,200) (1,200) Paid Harper Rents 300 300 300 300 1,200 1,200 1,200 - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - - - ------- ------- ------- ------- ------- ------- ------- Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) ======= ======= ======= ======= ======= ======= ======= A/R - RELATED PARTY - UNRESTRICTED Beginning Balance (2,528) (2,528) (2,528) (2,528) (2,528) (2,528) (2,528) Australia Payment - Current Portion of LT Rec. - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - - - ------- ------- ------- ------- ------- ------- ------- Ending Balance (2,528) (2,528) (2,528) (2,528) (2,528) (2,528) (2,528) ======= ======= ======= ======= ======= ======= =======
102 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------ ------ ------ ------ ------ ------ ------ ------ A/R - UK Intercompany Beginning Balance 18,354 18,996 18,277 18,322 18,639 19,176 19,954 19,209 UK Adj to Actual 642 (718) 44 318 536 778 (745) (230) ------- ------- ------- ------- ------- ------- ------- ------- Net Change 642 (718) 44 318 536 778 (745) (230) ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 18,996 18,277 18,322 18,639 19,176 19,954 19,209 18,979 ======= ======= ======= ======= ======= ======= ======= ======= A/R - BOHEMIA INTERCOMPANY Beginning Balance 16,405 16,729 16,649 16,568 17,112 17,999 17,754 17,371 Adj to Actual 324 (80) (80) 544 887 (245) (383) (869) ------- ------- ------- ------- ------- ------- ------- ------- Net Change 324 (80) (80) 544 887 (245) (383) (869) ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 16,729 16,649 16,568 17,112 17,999 17,754 17,371 16,503 ======= ======= ======= ======= ======= ======= ======= ======= A/R - OTHER INTERCOMPANY Beginning Balance 0 429 399 (14) 92 146 (9) 49 Adj to Actual 428 (29) (413) 106 55 (156) 59 3 ------- ------- ------- ------- ------- ------- ------- ------- Net Change 428 (29) (413) 106 55 (156) 59 3 ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 429 399 (14) 92 146 (9) 49 52 ======= ======= ======= ======= ======= ======= ======= ======= INVENTORY - PRODUCTION Beginning Balance 22,668 22,651 21,627 21,252 24,151 21,355 19,937 20,589 Purchases 64,318 52,419 48,651 55,663 35,384 36,964 Cost of Sales (31,016) (39,471) (49,137) (35,488) (35,760) (42,132) (23,977) (28,456) Adj to Actual 31,000 38,447 (15,555) (14,032) (15,686) (14,949) (10,755) (10,102) ------- ------- ------- ------- ------- ------- ------- ------- Net Change (17) (1,024) (375) 2,899 (2,796) (1,418) 652 (1,594) ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 22,651 21,627 21,252 24,151 21,355 19,937 20,589 18,995 ======= ======= ======= ======= ======= ======= ======= ======= Inventory Turns (Input) 13 13 13 13 13 13 13 13 Inventory Turns (Calculated) 16 20 23 21 23 23 20 20
ACTUAL ACTUAL ACTUAL ACTUAL F'CAST SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ---------- A/R - UK Intercompany Beginning Balance 18,979 20,032 20,755 20,752 18,354 UK - - - Adj to Actual 1,053 722 (2) 1,212 3,610 ------- ------- -------- ------- -------- Net Change 1,053 722 (2) 1,212 3,610 ------- ------- -------- ------- -------- Ending Balance 20,032 20,755 20,752 21,964 21,964 ======= ======= ======== ======= ======== A/R - BOHEMIA INTERCOMPANY Beginning Balance 16,503 17,503 17,645 17,897 16,405 - - - Adj to Actual 1,000 142 252 (16,813) (15,321) ------- ------- -------- ------- -------- Net Change 1,000 142 252 (16,813) (15,321) ------- ------- -------- ------- -------- Ending Balance 17,503 17,645 17,897 1,084 1,084 ======= ======= ======== ======= ======== A/R - OTHER INTERCOMPANY Beginning Balance 52 12 (31) 36 0 - - - Adj to Actual (40) (43) 67 (41) (6) ------- ------- -------- ------- -------- Net Change (40) (43) 67 (41) (6) ------- ------- -------- ------- -------- Ending Balance 12 (31) 36 (5) (5) ======= ======= ======== ======= ======== INVENTORY - PRODUCTION Beginning Balance 18,995 18,363 20,400 20,761 22,668 Purchases 46,498 43,059 41,802 37,410 462,166 Cost of Sales (37,746) (31,392) (31,298) (29,732) (415,606) - Adj to Actual (9,385) (9,629) (10,143) (8,884) (49,674) ------- ------- -------- ------- -------- Net Change (633) 2,037 361 (1,207) (3,114) ------- ------- -------- ------- -------- Ending Balance 18,363 20,400 20,761 19,554 19,554 ======= ======= ======== ======= ======== Inventory Turns (Input) 13 13 13 13 Inventory Turns (Calculated) 20 19 19 19
103 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 ------ ------ ------ ------ ------ ------ ------ ------ A/R - UK Intercompany Beginning Balance 21,964 22,541 24,084 23,750 23,750 23,750 23,750 23,750 UK Adj to Actual 577 1,544 (335) - ------- ------- ------- ------- ------- ------- ------- ------- Net Change 577 1,544 (335) - - - - - ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 22,541 24,084 23,750 23,750 23,750 23,750 23,750 23,750 ======= ======= ======= ======= ======= ======= ======= ======= A/R - BOHEMIA INTERCOMPANY Beginning Balance 1,084 668 1,091 1,069 1,069 1,069 1,069 1,069 Adj to Actual (416) 423 (22) - - - - - ------- ------- ------- ------- ------- ------- ------- ------- Net Change (416) 423 (22) - - - - - ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 668 1,091 1,069 1,069 1,069 1,069 1,069 1,069 ======= ======= ======= ======= ======= ======= ======= ======= A/R - OTHER INTERCOMPANY Beginning Balance (5) (8) (4) (6) (6) (6) (6) (6) Adj to Actual (3) 4 (2) - - - - - ------- ------- ------- ------- ------- ------- ------- ------- Net Change (3) 4 (2) - - - - - ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance (8) (4) (6) (6) (6) (6) (6) (6) ======= ======= ======= ======= ======= ======= ======= ======= INVENTORY - PRODUCTION Beginning Balance 19,554 20,992 21,510 20,927 23,737 23,179 21,265 19,128 Purchases 28,141 32,423 41,495 31,570 29,508 29,636 17,541 33,031 Cost of Sales (26,985) (32,437) (39,686) (28,760) (30,066) (31,550) (19,677) (32,466) Adj to Actual 283 532 (2,393) - - - - ------- ------- ------- ------- ------- ------- ------- ------- Net Change 1,439 518 (583) 2,810 (558) (1,914) (2,137) 565 ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 20,992 21,510 20,927 23,737 23,179 21,265 19,128 19,693 ======= ======= ======= ======= ======= ======= ======= ======= Inventory Turns (Input) 17 17 17 17 17 17 17 17 Inventory Turns (Calculated) 17 17 19
F'CAST F'CAST F'CAST F'CAST F'CAST SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ---------- A/R - UK Intercompany Beginning Balance 23,750 23,750 23,750 23,750 21,964 UK - - - Adj to Actual 1,786 ------- ------- ------- ------- -------- Net Change - - - - 1,786 ------- ------- ------- ------- -------- Ending Balance 23,750 23,750 23,750 23,750 23,750 ======= ======= ======= ======= ======== A/R - BOHEMIA INTERCOMPANY Beginning Balance 1,069 1,069 1,069 1,069 1,084 - - - Adj to Actual (15) ------- ------- ------- ------- -------- Net Change - - - - (15) ------- ------- ------- ------- -------- Ending Balance 1,069 1,069 1,069 1,069 1,069 ======= ======= ======= ======= ======== A/R - OTHER INTERCOMPANY Beginning Balance (6) (6) (6) (6) (5) - - - Adj to Actual - (1) ------- ------- ------- ------- -------- Net Change - - - - (1) ------- ------- ------- ------- -------- Ending Balance (6) (6) (6) (6) (6) ======= ======= ======= ======= ======== INVENTORY - PRODUCTION Beginning Balance 19,693 21,926 26,646 26,908 19,554 Purchases 43,276 44,455 33,843 33,530 398,447 Cost of Sales (41,042) (39,735) (33,581) (34,961) (390,947) - Adj to Actual (1,577) ------- ------- ------- ------- -------- Net Change 2,233 4,720 262 (1,431) 5,923 ------- ------- ------- ------- -------- Ending Balance 21,926 26,646 26,908 25,477 25,477 ======= ======= ======= ======= ======== Inventory Turns (Input) 17 17 17 17 Inventory Turns (Calculated)
104 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'cast F'cast F'cast F'cast F'cast MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------ ------ ------ ---------- A/R - UK Intercompany Beginning Balance 23,750 23,750 23,750 23,750 23,750 UK - - - Adj to Actual - -------- -------- ------- ------- -------- Net Change - - - - - -------- -------- ------- ------- -------- Ending Balance 23,750 23,750 23,750 23,750 23,750 ======== ======== ======= ======= ======== A/R - BOHEMIA INTERCOMPANY Beginning Balance 1,069 1,069 1,069 1,069 1,069 - - - Adj to Actual - -------- -------- ------- ------- -------- Net Change - - - - - -------- -------- ------- ------- -------- Ending Balance 1,069 1,069 1,069 1,069 1,069 ======== ======== ======= ======= ======== A/R - OTHER INTERCOMPANY Beginning Balance (6) (6) (6) (6) (6) - - - Adj to Actual - - - -------- -------- ------- ------- -------- Net Change - - - - - -------- -------- ------- ------- -------- Ending Balance (6) (6) (6) (6) (6) ======== ======== ======= ======= ======== INVENTORY - PRODUCTION Beginning Balance 25,477 26,980 26,391 21,962 25,477 Purchases 116,167 111,576 88,912 96,870 413,524 Cost of Sales (114,664) (112,164) (93,341) (96,198) (416,366) - Adj to Actual - -------- -------- ------- ------- -------- Net Change 1,503 (588) (4,429) 672 (2,842) -------- -------- ------- ------- -------- Ending Balance 26,980 26,391 21,962 22,635 22,635 ======== ======== ======= ======= ======== Inventory Turns (Input) 17 17 17 17 Inventory Turns (Calculated)
F'cast F'cast F'cast F'cast F'cast F'cast F'cast MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ------ ---------- ---------- ---------- A/R - UK Intercompany Beginning Balance 23,750 23,750 23,750 23,750 23,750 23,750 23,750 UK - - - Adj to Actual - -------- -------- ------- ------- -------- -------- -------- Net Change - - - - - - - -------- -------- ------- ------- -------- -------- -------- Ending Balance 23,750 23,750 23,750 23,750 23,750 23,750 23,750 ======== ======== ======= ======= ======== ======== ======== A/R - BOHEMIA INTERCOMPANY Beginning Balance 1,069 1,069 1,069 1,069 1,069 1,069 1,069 - - - Adj to Actual - -------- -------- ------- ------- -------- -------- -------- Net Change - - - - - - - -------- -------- ------- ------- -------- -------- -------- Ending Balance 1,069 1,069 1,069 1,069 1,069 1,069 1,069 ======== ======== ======= ======= ======== ======== ======== A/R - OTHER INTERCOMPANY Beginning Balance (6) (6) (6) (6) (6) (6) (6) - - - Adj to Actual - -------- -------- ------- ------- -------- -------- -------- Net Change - - - - - - - -------- -------- ------- ------- -------- -------- -------- Ending Balance (6) (6) (6) (6) (6) (6) (6) ======== ======== ======= ======= ======== ======== ======== INVENTORY - PRODUCTION Beginning Balance 22,635 25,399 24,067 20,763 22,635 22,793 24,144 Purchases 110,711 100,955 84,939 98,898 395,503 411,797 379,355 Cost of Sales (107,946) (102,286) (88,243) (96,869) (395,345) (410,446) (381,082) - Adj to Actual - -------- -------- ------- ------- -------- -------- -------- Net Change 2,764 (1,332) (3,304) 2,030 158 1,351 (1,727) -------- -------- ------- ------- -------- -------- -------- Ending Balance 25,399 24,067 20,763 22,793 22,793 24,144 22,417 ======== ======== ======= ======= ======== ======== ======== Inventory Turns (Input) 17 17 17 17 17 17 Inventory Turns (Calculated)
105 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 ------ ------ ------ ------ ------ ------ Inventory - Tooling (See tooling tab for detail) Beginning Balance 13,467 12,473 13,067 18,710 17,614 17,605 Purchases - - - - - - Cost of Sales (2,904) (2,362) (3,846) (3,351) (1,723) (2,672) Other Adjustments (See tooling assumptions) - - - - - - Adj to Actual 1,909 2,956 9,489 2,255 1,714 1,946 ------- ------- ------- ------- ------- ------- Net Change (995) 595 5,643 (1,096) (9) (726) ------- ------- ------- ------- ------- ------- Ending Balance 12,473 13,067 18,710 17,614 17,605 16,879 ======= ======= ======= ======= ======= ======= UNBILLED TOOLING REVENUE (See tooling tab for detail) Beginning Balance (695) 8,265 8,861 9,802 11,330 12,362 Tooling Sales 3,241 3,595 4,988 2,511 1,718 3,189 Billed Tooling Revenue - - - - - - Other Adjustments (See tooling assumptions) - - - - - - Adj to Actual 5,718 (2,999) (4,047) (984) (685) (1,204) ------- ------- ------- ------- ------- ------- Net Change 8,960 596 941 1,527 1,033 1,985 ------- ------- ------- ------- ------- ------- Ending Balance 8,265 8,861 9,802 11,330 12,362 14,347 ======= ======= ======= ======= ======= ======= CURRENT DEFERRED TAX ASSET Beginning Balance 8,585 8,585 8,585 9,862 9,862 9,862 Adj to Actual - - 1,277 - - (4,175) ------- ------- ------- ------- ------- ------- Net Change - - 1,277 - - (4,175) ------- ------- ------- ------- ------- ------- Ending Balance 8,585 8,585 9,862 9,862 9,862 5,687 ======= ======= ======= ======= ======= ======= PREPAID AND OTHER CURRENT ASSETS Beginning Balance 28,012 25,997 26,099 28,586 31,082 35,453 Adj to Actual (2,015) 102 2,487 2,496 4,371 (435) ------- ------- ------- ------- ------- ------- Net Change (2,015) 102 2,487 2,496 4,371 (435) ------- ------- ------- ------- ------- ------- Ending Balance 25,997 26,099 28,586 31,082 35,453 35,018 ======= ======= ======= ======= ======= ======= PROPERTY PLANT & EQUIPMENT Beginning Balance 375,966 376,329 376,668 377,509 375,863 376,316 Capex Per Stremsterfer Model WK XK Sale of Seabrook (See Rest. Assum. For Calc) Additional Capex for New Business Actual difference push forward Adj to Actual 363 339 841 (1,646) 454 1,134 ------- ------- ------- ------- ------- ------- Net Change 363 339 841 (1,646) 454 1,134 ------- ------- ------- ------- ------- ------- Ending Balance 376,329 376,668 377,509 375,863 376,316 377,450 ======= ======= ======= ======= ======= =======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ------ ---------- Inventory - Tooling (See tooling tab for detail) Beginning Balance 16,879 15,882 15,007 15,559 16,488 18,800 13,467 Purchases - - - 1,299 1,013 (44) 2,267 Cost of Sales (3,009) (2,494) (4,763) (755) (1,091) (861) (29,831) Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual 2,011 1,619 5,315 386 2,390 4,017 36,008 ------- ------- ------- ------- ------- ------- ------- Net Change (998) (875) 552 929 2,312 3,112 8,445 ------- ------- ------- ------- ------- ------- ------- Ending Balance 15,882 15,007 15,559 16,488 18,800 21,912 21,912 ======= ======= ======= ======= ======= ======= ======= UNBILLED TOOLING REVENUE (See tooling tab for detail) Beginning Balance 14,347 15,106 16,387 11,672 12,071 12,594 (695) Tooling Sales 3,723 2,986 5,681 168 1,433 1,608 34,841 Billed Tooling Revenue - - - - - - - Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual (2,964) (1,706) (10,396) 231 (910) (5,862) (25,807) ------- ------- ------- ------- ------- ------- ------- Net Change 759 1,281 (4,715) 399 523 (4,254) 9,035 ------- ------- ------- ------- ------- ------- ------- Ending Balance 15,106 16,387 11,672 12,071 12,594 8,340 8,340 ======= ======= ======= ======= ======= ======= ======= CURRENT DEFERRED TAX ASSET Beginning Balance 5,687 5,687 5,687 6,797 6,797 6,797 8,585 - - - Adj to Actual - - 1,110 - - - (1,787) ------- ------- ------- ------- ------- ------- ------- Net Change - - 1,110 - - - (1,787) ------- ------- ------- ------- ------- ------- ------- Ending Balance 5,687 5,687 6,797 6,797 6,797 6,797 6,797 ======= ======= ======= ======= ======= ======= ======= PREPAID AND OTHER CURRENT ASSETS Beginning Balance 35,018 33,542 33,701 33,702 31,299 30,772 28,012 - - - Adj to Actual (1,476) 159 1 (2,404) (527) (2,031) 729 ------- ------- ------- ------- ------- ------- ------- Net Change (1,476) 159 1 (2,404) (527) (2,031) 729 ------- ------- ------- ------- ------- ------- ------- Ending Balance 33,542 33,701 33,702 31,299 30,772 28,741 28,741 ======= ======= ======= ======= ======= ======= ======= PROPERTY PLANT & EQUIPMENT Beginning Balance 377,450 377,785 378,413 379,780 380,772 385,654 375,966 Capex - Per Stremsterfer Model 469 1,001 1,242 2,713 WK 1,500 2,600 2,600 6,700 XK - Sale of Seabrook (See Rest. Assum. For Calc) - Additional Capex for New Business - Actual difference push forward - - - - Adj to Actual 335 628 1,367 (977) 1,280 (1,713) 2,404 ------- ------- ------- ------- ------- ------- ------- Net Change 335 628 1,367 992 4,881 2,129 11,817 ------- ------- ------- ------- ------- ------- ------- Ending Balance 377,785 378,413 379,780 380,772 385,654 387,783 387,783 ======= ======= ======= ======= ======= ======= =======
106 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ INVENTORY - TOOLING (See tooling tab for detail) Beginning Balance 21,912 23,803 24,312 20,818 23,225 21,324 24,307 Purchases 2,094 125 2,561 2,941 453 3,441 16,504 Cost of Sales (1,440) (2,728) (5,169) (535) (2,354) (459) (12,949) Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual 1,238 3,112 (885) - - - - ------ ------ ------ ------ ------ ------ ------ Net Change 1,891 509 (3,494) 2,407 (1,901) 2,982 3,555 ------ ------ ------ ------ ------ ------ ------ Ending Balance 23,803 24,312 20,818 23,225 21,324 24,307 27,862 ====== ====== ====== ====== ====== ====== ====== UNBILLED TOOLING REVENUE (See tooling tab for detail) Beginning Balance 8,340 8,077 9,813 10,208 8,763 3,672 2,912 Tooling Sales 1,813 2,734 6,089 352 2,777 250 12,688 Billed Tooling Revenue - - - (1,797) (7,867) (1,009) (2,858) Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual (2,077) (998) (5,694) - - - - ------ ------ ------ ------ ------ ------ ------ Net Change (263) 1,736 395 (1,445) (5,091) (759) 9,830 ------ ------ ------ ------ ------ ------ ------ Ending Balance 8,077 9,813 10,208 8,763 3,672 2,912 12,742 ====== ====== ====== ====== ====== ====== ====== CURRENT DEFERRED TAX ASSET Beginning Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797 Adj to Actual - - - - - - - ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797 ====== ====== ====== ====== ====== ====== ====== PREPAID AND OTHER CURRENT ASSETS Beginning Balance 28,741 28,111 27,253 28,677 28,677 28,677 28,677 Adj to Actual (630) (858) 1,424 - - - - ------ ------ ------ ------ ------ ------ ------ Net Change (630) (858) 1,424 - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 28,111 27,253 28,677 28,677 28,677 28,677 28,677 ====== ====== ====== ====== ====== ====== ====== PROPERTY PLANT & EQUIPMENT Beginning Balance 387,783 389,322 392,056 394,495 399,342 403,720 407,052 Capex Per Stremsterfer Model 1,585 1,401 1,638 706 1,236 190 - WK 4,086 2,086 2,086 2,086 1,086 1,086 - XK Sale of Seabrook (See Rest. Assum. For Calc) Additional Capex for New Business 500 Actual difference push forward 2,056 2,056 2,056 Adj to Actual (4,132) (752) (1,285) - - - - ------- ------- ------- ------- ------- ------- ------- Net Change 1,539 2,734 2,439 4,848 4,378 3,332 500 ------- ------- ------- ------- ------- ------- ------- Ending Balance 389,322 392,056 394,495 399,342 403,720 407,052 407,552 ======= ======= ======= ======= ======= ======= ======= F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- INVENTORY - TOOLING (See tooling tab for detail) Beginning Balance 27,862 28,603 29,022 31,766 33,060 21,912 Purchases 3,358 877 3,202 3,648 938 40,143 Cost of Sales (2,617) (459) (459) (2,354) (8,709) (40,230) Other Adjustments (See tooling assumptions) - - - - - - Adj to Actual 3,464 ------ ------ ------ ------ ------ ------ Net Change 741 419 2,744 1,294 (7,771) 3,377 ------ ------ ------ ------ ------ ------ Ending Balance 28,603 29,022 31,766 33,060 25,289 25,289 ====== ====== ====== ====== ====== ====== UNBILLED TOOLING REVENUE (See tooling tab for detail) Beginning Balance 12,742 12,605 12,403 12,403 14,930 8,340 Tooling Sales 3,128 250 250 2,777 11,250 44,358 Billed Tooling Revenue (3,265) (452) (250) (250) (4,233) (21,983) Other Adjustments (See tooling assumptions) - - - - - - Adj to Actual (8,768) ------ ------ ------ ------ ------ ------ Net Change (137) (202) - 2,527 7,017 13,607 ------ ------ ------ ------ ------ ------ Ending Balance 12,605 12,403 12,403 14,930 21,947 21,947 ====== ====== ====== ====== ====== ====== CURRENT DEFERRED TAX ASSET Beginning Balance 6,797 6,797 6,797 6,797 6,797 6,797 - - - Adj to Actual - - ------ ------ ------ ------ ------ ------ Net Change - - - - - - ------ ------ ------ ------ ------ ------ Ending Balance 6,797 6,797 6,797 6,797 6,797 6,797 ====== ====== ====== ====== ====== ====== PREPAID AND OTHER CURRENT ASSETS Beginning Balance 28,677 28,677 28,677 28,677 28,677 28,741 - - - Adj to Actual - (63) ------ ------ ------ ------ ------ ------ Net Change - - - - - (63) ------ ------ ------ ------ ------ ------ Ending Balance 28,677 28,677 28,677 28,677 28,677 28,677 ====== ====== ====== ====== ====== ====== PROPERTY PLANT & EQUIPMENT Beginning Balance 407,552 407,552 407,602 407,602 407,602 387,783 Capex - Per Stremsterfer Model - 50 - - 2,550 9,356 WK - - - - - 12,513 XK - Sale of Seabrook (See Rest. Assum. For Calc) - Additional Capex for New Business 500 Actual difference push forward 6,169 - - - Adj to Actual - - - (6,169) ------- ------- ------- ------- ------- ------- Net Change - 50 - - 2,550 22,369 ------- ------- ------- ------- ------- ------- Ending Balance 407,552 407,602 407,602 407,602 410,152 410,152 ======= ======= ======= ======= ======= =======
107 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 ------ ------ ------ ------ ---------- ------ ------ INVENTORY - TOOLING (See tooling tab for detail) Beginning Balance 25,289 27,770 34,092 36,638 25,289 29,839 38,285 Purchases 8,169 11,792 14,558 7,036 41,555 10,777 2,467 Cost of Sales (5,688) (5,470) (12,012) (13,836) (37,006) (2,331) (15,365) Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual - ------ ------ ------ ------ ------ ------ ------ Net Change 2,480 6,322 2,546 (6,800) 4,549 8,446 (12,898) ------ ------ ------ ------ ------ ------ ------ Ending Balance 27,770 34,092 36,638 29,839 29,839 38,285 25,387 ====== ====== ====== ====== ====== ====== ====== UNBILLED TOOLING REVENUE (See tooling tab for detail) Beginning Balance 21,947 16,660 18,694 18,694 21,947 32,643 8,143 Tooling Sales 6,500 5,150 11,692 16,960 40,303 2,000 19,305 Billed Tooling Revenue (11,787) (3,116) (11,692) (3,010) (29,606) (26,500) - Other Adjustments (See tooling assumptions) - - - - - - - Adj to Actual - ------ ------ ------ ------ ------ ------ ------ Net Change (5,287) 2,034 - 13,950 10,697 (24,500) 19,305 ------ ------ ------ ------ ------ ------ ------ Ending Balance 16,660 18,694 18,694 32,643 32,643 8,143 27,448 ====== ====== ====== ====== ====== ===== ====== CURRENT DEFERRED TAX ASSET Beginning Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797 - - - Adj to Actual - ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797 ====== ====== ====== ====== ====== ====== ====== PREPAID AND OTHER CURRENT ASSETS Beginning Balance 28,677 28,677 28,677 28,677 28,677 28,677 28,677 - - - Adj to Actual - ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 28,677 28,677 28,677 28,677 28,677 28,677 28,677 ====== ====== ====== ====== ====== ====== ====== PROPERTY PLANT & EQUIPMENT Beginning Balance 410,152 418,615 423,077 427,540 410,152 432,002 436,465 Capex - Per Stremsterfer Model 3,213 3,213 3,213 3,213 12,850 3,213 3,213 WK 1,250 1,250 1,250 1,250 5,000 1,250 1,250 XK 4,000 4,000 Sale of Seabrook (See Rest. Assum. For Calc) - Additional Capex for New Business - 20,000 Actual difference push forward - - - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- Net Change 8,463 4,463 4,463 4,463 21,850 4,463 24,463 ------- ------- ------- ------- ------- ------- ------- Ending Balance 418,615 423,077 427,540 432,002 432,002 436,465 460,927 ======= ======= ======= ======= ======= ======= ======= F'CAST F'CAST F'CAST F'CAST F'CAST SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ---------- ---------- ---------- INVENTORY - TOOLING (See tooling tab for detail) Beginning Balance 25,387 28,018 29,839 17,544 16,126 Purchases 5,721 1,589 20,555 29,452 29,959 Cost of Sales (3,090) (12,063) (32,850) (30,870) (30,718) Other Adjustments (See tooling assumptions) - - - - - Adj to Actual - ------ ------ ------ ------ ------ Net Change 2,631 (10,474) (12,295) (1,418) (759) ------ ------ ------ ------ ------ Ending Balance 28,018 17,544 17,544 16,126 15,367 ====== ====== ====== ====== ====== UNBILLED TOOLING REVENUE (See tooling tab for detail) Beginning Balance 27,448 10,343 32,643 25,343 25,643 Tooling Sales 3,000 15,000 39,305 36,700 36,500 Billed Tooling Revenue (20,105) - (46,605) (36,400) (36,500) Other Adjustments (See tooling assumptions) - - - - - Adj to Actual - ------ ------ ------ ------ ------ Net Change (17,105) 15,000 (7,300) 300 - ------ ------ ------ ------ ------ Ending Balance 10,343 25,343 25,343 25,643 25,643 ====== ====== ====== ====== ====== CURRENT DEFERRED TAX ASSET Beginning Balance 6,797 6,797 6,797 6,797 6,797 - - - Adj to Actual - ------ ------ ------ ------ ------ Net Change - - - - - ------ ------ ------ ------ ------ Ending Balance 6,797 6,797 6,797 6,797 6,797 ====== ====== ====== ====== ====== PREPAID AND OTHER CURRENT ASSETS Beginning Balance 28,677 28,677 28,677 28,677 28,677 - - - Adj to Actual - ------ ------ ------ ------ ------ Net Change - - - - - ------ ------ ------ ------ ------ Ending Balance 28,677 28,677 28,677 28,677 28,677 ====== ====== ====== ====== ====== PROPERTY PLANT & EQUIPMENT Beginning Balance 460,927 465,390 432,002 469,852 487,702 Capex - Per Stremsterfer Model 3,213 3,213 12,850 12,850 12,850 WK 1,250 1,250 5,000 5,000 5,000 XK - Sale of Seabrook (See Rest. Assum. For Calc) - Additional Capex for New Business 20,000 Actual difference push forward - - - - Adj to Actual - ------- ------- ------- ------- ------- Net Change 4,463 4,463 37,850 17,850 17,850 ------- ------- ------- ------- ------- Ending Balance 465,390 469,852 469,852 487,702 505,552 ======= ======= ======= ======= =======
108 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ ACCUMULATED DEPRECIATION Beginning Balance (215,353) (217,838) (220,270) (223,002) (225,464) (227,935) (230,238) Depreciation (2,774) (2,729) (3,035) (2,829) (2,717) (2,620) (2,579) Adj to Actual 289 297 304 367 246 317 378 -------- -------- -------- -------- -------- -------- -------- Net Change (2,485) (2,432) (2,731) (2,462) (2,471) (2,303) (2,201) -------- -------- -------- -------- -------- -------- -------- Ending Balance (217,838) (220,270) (223,002) (225,464) (227,935) (230,238) (232,439) ======== ======== ======== ======== ======== ======== ======== GOODWILL (NET) Beginning Balance 44,219 44,219 44,219 44,219 44,219 44,219 44,219 Amortization Adj to Actual - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 44,219 44,219 44,219 44,219 44,219 44,219 44,219 ======== ======== ======== ======== ======== ======== ======== OTHER INTANGIBLE ASSETS Beginning Balance 9,044 8,854 8,651 8,448 8,286 8,088 7,891 Amortization (189) (203) (203) (162) (197) (197) (197) Adj to Actual (0) 0 0 (0) 0 0 - -------- -------- -------- -------- -------- -------- -------- Net Change (189) (203) (203) (162) (197) (197) (197) -------- -------- -------- -------- -------- -------- -------- Ending Balance 8,854 8,651 8,448 8,286 8,088 7,891 7,694 ======== ======== ======== ======== ======== ======== ======== NONCURRENT DEFERRED TAX ASSET Beginning Balance 10,047 11,947 14,647 11,874 12,329 12,599 18,502 Deferred Tax Benefit Tax Payable Adj to Actual 1,900 2,700 (2,773) 455 270 5,903 525 ------ ------ ------ ------ ------ ------ ------ Net Change 1,900 2,700 (2,773) 455 270 5,903 525 ------ ------ ------ ------ ------ ------ ------ Ending Balance 11,947 14,647 11,874 12,329 12,599 18,502 19,027 ====== ====== ====== ====== ====== ====== ====== NONCURRENT RECEIVABLE - VSE Beginning Balance - 5,934 3,759 3,759 3,759 3,759 3,759 Adj to Actual 5,934 (2,175) - - - - - ------ ------ ------ ------ ------ ------ ------ Net Change 5,934 (2,175) - - - - - ----- ----- ----- ----- ----- ----- ----- Ending Balance 5,934 3,759 3,759 3,759 3,759 3,759 3,759 ===== ===== ===== ===== ===== ===== ===== NONCURRENT RECEIVABLE - DELUXE Beginning Balance - 11,064 11,064 11,064 11,064 11,064 11,064 Adj to Actual 11,064 - - - - - - ------ ------ ------ ------ ------ ------ ------ Net Change 11,064 - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064 ====== ====== ====== ====== ====== ====== ====== ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- ACCUMULATED DEPRECIATION Beginning Balance (232,439) (234,698) (237,007) (239,183) (241,480) (215,353) Depreciation (2,473) (2,495) (2,432) (2,586) (959) (30,229) - - Adj to Actual 214 186 256 289 865 4,009 -------- -------- -------- -------- -------- -------- Net Change (2,260) (2,309) (2,176) (2,297) (94) (26,220) -------- -------- -------- -------- -------- -------- Ending Balance (234,698) (237,007) (239,183) (241,480) (241,574) (241,574) ======== ======== ======== ======== ======== ======== GOODWILL (NET) Beginning Balance 44,219 44,219 44,219 44,219 44,219 44,219 Amortization - - - Adj to Actual - - - - (44,219) (44,219) -------- -------- -------- -------- -------- -------- Net Change - - - - (44,219) (44,219) -------- -------- -------- -------- -------- -------- Ending Balance 44,219 44,219 44,219 44,219 - - ======== ======== ======== ======== ======== ======== OTHER INTANGIBLE ASSETS Beginning Balance 7,694 9,537 9,337 9,297 8,984 9,044 Amortization (194) (194) (12) (284) (147) (2,182) - - Adj to Actual 2,038 (6) (28) (28) (178) 1,797 -------- -------- -------- -------- -------- -------- Net Change 1,843 (200) (41) (312) (326) (385) -------- -------- -------- -------- -------- -------- Ending Balance 9,537 9,337 9,297 8,984 8,658 8,658 ======== ======== ======== ======== ======== ======== NONCURRENT DEFERRED TAX ASSET Beginning Balance 19,027 19,552 20,530 21,530 21,793 10,047 Deferred Tax Benefit - Tax Payable - - Adj to Actual 525 978 1,000 263 (11,876) (130) -------- -------- -------- -------- -------- -------- Net Change 525 978 1,000 263 (11,876) (130) -------- -------- -------- -------- -------- -------- Ending Balance 19,552 20,530 21,530 21,793 9,917 9,917 ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - VSE Beginning Balance 3,759 3,759 3,759 3,759 3,759 - - - - Adj to Actual - - - - - 3,759 -------- -------- -------- -------- -------- -------- Net Change - - - - - 3,759 -------- -------- -------- -------- -------- -------- Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759 ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - DELUXE Beginning Balance 11,064 11,064 11,064 11,064 11,064 - - - - Adj to Actual - - - - - 11,064 -------- -------- -------- -------- -------- -------- Net Change - - - - - 11,064 -------- -------- -------- -------- -------- -------- Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 ======== ======== ======== ======== ======== ========
109 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ ACCUMULATED DEPRECIATION Beginning Balance (241,574) (243,545) (245,525) (247,571) (249,955) (252,347) (254,750) Depreciation (2,190) (2,181) (2,230) (2,383) (2,392) (2,402) (2,361) Adj to Actual 219 201 183 - - - - -------- -------- -------- -------- -------- -------- -------- Net Change (1,971) (1,980) (2,047) (2,383) (2,392) (2,402) (2,361) -------- -------- -------- -------- -------- -------- -------- Ending Balance (243,545) (245,525) (247,571) (249,955) (252,347) (254,750) (257,111) ======== ======== ======== ======== ======== ======== ======== GOODWILL (NET) Beginning Balance - - - - - - - Amortization Adj to Actual - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance - - - - - - - ======== ======== ======== ======== ======== ======== ======== OTHER INTANGIBLE ASSETS Beginning Balance 8,658 8,483 8,308 8,132 7,956 7,780 7,604 Amortization (177) (177) (176) (176) (176) (176) (176) Adj to Actual 1 1 0 - - - - -------- -------- -------- -------- -------- -------- -------- Net Change (175) (175) (175) (176) (176) (176) (176) -------- -------- -------- -------- -------- -------- -------- Ending Balance 8,483 8,308 8,132 7,956 7,780 7,604 7,427 ======== ======== ======== ======== ======== ======== ======== NONCURRENT DEFERRED TAX ASSET Beginning Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917 Deferred Tax Benefit Tax Payable Adj to Actual - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917 ======== ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - VSE Beginning Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759 Adj to Actual - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759 ======== ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - DELUXE Beginning Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064 Adj to Actual - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064 ======== ======== ======== ======== ======== ======== ======== F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- ACCUMULATED DEPRECIATION Beginning Balance (257,111) (259,416) (261,722) (264,031) (266,340) (241,574) Depreciation (2,306) (2,306) (2,309) (2,309) (2,310) (27,678) - - Adj to Actual - - 602 -------- -------- -------- -------- -------- -------- Net Change (2,306) (2,306) (2,309) (2,309) (2,310) (27,076) -------- -------- -------- -------- -------- -------- Ending Balance (259,416) (261,722) (264,031) (266,340) (268,650) (268,650) ======== ======== ======== ======== ======== ======== GOODWILL (NET) Beginning Balance - - - - - - Amortization - - - Adj to Actual - - - -------- -------- -------- -------- -------- -------- Net Change - - - - - - -------- -------- -------- -------- -------- -------- Ending Balance - - - - - - ======== ======== ======== ======== ======== ======== OTHER INTANGIBLE ASSETS Beginning Balance 7,427 7,251 7,075 6,899 6,723 8,658 Amortization (176) (176) (176) (176) (176) (2,115) - - Adj to Actual - - 2 -------- -------- -------- -------- -------- -------- Net Change (176) (176) (176) (176) (176) (2,112) -------- -------- -------- -------- -------- -------- Ending Balance 7,251 7,075 6,899 6,723 6,546 6,546 ======== ======== ======== ======== ======== ======== NONCURRENT DEFERRED TAX ASSET Beginning Balance 9,917 9,917 9,917 9,917 9,917 9,917 Deferred Tax Benefit - Tax Payable - Adj to Actual - Net Change - - - - - - -------- -------- -------- -------- -------- -------- Ending Balance 9,917 9,917 9,917 9,917 9,917 9,917 ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - VSE Beginning Balance 3,759 3,759 3,759 3,759 3,759 3,759 Adj to Actual - - -------- -------- -------- -------- -------- -------- Net Change - - - - - - -------- -------- -------- -------- -------- -------- Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759 ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - DELUXE Beginning Balance 11,064 11,064 11,064 11,064 11,064 11,064 - - - Adj to Actual - - -------- -------- -------- -------- -------- -------- Net Change - - - - - - -------- -------- -------- -------- -------- -------- Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 ======== ======== ======== ======== ======== ========
110 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 ------ ------ ------ ------ ---------- ------ ------ ACCUMULATED DEPRECIATION Beginning Balance (268,650) (275,172) (281,695) (288,217) (268,650) (294,739) (301,047) Depreciation (6,522) (6,522) (6,522) (6,522) (26,090) (6,308) (6,308) - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- Net Change (6,522) (6,522) (6,522) (6,522) (26,090) (6,308) (6,308) -------- -------- -------- -------- -------- -------- -------- Ending Balance (275,172) (281,695) (288,217) (294,739) (294,739) (301,047) (307,355) ======== ======== ======== ======== ======== ======== ======== GOODWILL (NET) Beginning Balance - - - - - - - Amortization - - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance - - - - - - - ======== ======== ======== ======== ======== ======== ======== OTHER INTANGIBLE ASSETS Beginning Balance 6,546 6,054 5,561 5,069 6,546 4,576 4,121 Amortization (492) (492) (492) (492) (1,970) (456) (456) - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- Net Change (492) (492) (492) (492) (1,970) (456) (456) -------- -------- -------- -------- -------- -------- -------- Ending Balance 6,054 5,561 5,069 4,576 4,576 4,121 3,665 ======== ======== ======== ======== ======== ======== ======== NONCURRENT DEFERRED TAX ASSET Beginning Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917 Deferred Tax Benefit - Tax Payable - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917 ======== ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - VSE Beginning Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759 - - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759 ======== ======== ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - DELUXE Beginning Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064 - - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- Net Change - - - - - - - -------- -------- -------- -------- -------- -------- -------- Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064 ======== ======== ======== ======== ======== ======== ======== F'CAST F'CAST F'CAST F'CAST F'CAST SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ---------- ---------- ---------- Accumulated Depreciation Beginning Balance (307,355) (313,663) (294,739) (319,971) (344,854) Depreciation (6,308) (6,308) (25,232) (24,882) (24,429) - - Adj to Actual - -------- -------- -------- -------- -------- Net Change (6,308) (6,308) (25,232) (24,882) (24,429) -------- -------- -------- -------- -------- Ending Balance (313,663) (319,971) (319,971) (344,854) (369,282) ======== ======== ======== ======== ======== GOODWILL (NET) Beginning Balance - - - - - Amortization - - - Adj to Actual - -------- -------- -------- -------- -------- Net Change - - - - - -------- -------- -------- -------- -------- Ending Balance - - - - - ======== ======== ======== ======== ======== OTHER INTANGIBLE ASSETS Beginning Balance 3,665 3,210 4,576 2,754 1,886 Amortization (456) (456) (1,822) (869) (349) - - Adj to Actual - -------- -------- -------- -------- -------- Net Change (456) (456) (1,822) (869) (349) -------- -------- -------- -------- -------- Ending Balance 3,210 2,754 2,754 1,886 1,536 ======== ======== ======== ======== ======== NONCURRENT DEFERRED TAX ASSET Beginning Balance 9,917 9,917 9,917 9,917 9,917 Deferred Tax Benefit - Tax Payable - - Adj to Actual - -------- -------- -------- -------- -------- Net Change - - - - - -------- -------- -------- -------- -------- Ending Balance 9,917 9,917 9,917 9,917 9,917 ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - VSE Beginning Balance 3,759 3,759 3,759 3,759 3,759 - - - Adj to Actual - -------- -------- -------- -------- -------- Net Change - - - - - -------- -------- -------- -------- -------- Ending Balance 3,759 3,759 3,759 3,759 3,759 ======== ======== ======== ======== ======== NONCURRENT RECEIVABLE - DELUXE Beginning Balance 11,064 11,064 11,064 11,064 11,064 - - - Adj to Actual - -------- -------- -------- -------- -------- Net Change - - - - - -------- -------- -------- -------- -------- Ending Balance 11,064 11,064 11,064 11,064 11,064 ======== ======== ======== ======== ========
111 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ NONCURRENT RECEIVABLE - AUSTRALIA Beginning Balance - 14,010 14,010 14,010 14,010 14,010 14,010 Portion becoming current Adj to Actual 14,010 - - - - - - ------ ------ ------ ------ ------ ------ ------ Net Change 14,010 - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010 14,010 ====== ====== ====== ====== ====== ====== ====== OTHER NONCURRENT ASSETS Beginning Balance 65,617 33,756 32,764 31,785 30,735 29,630 28,482 Amortization of Financing Cost (412) (447) (550) (451) (438) (559) (458) Adj to Actual (31,449) (545) (429) (599) (667) (590) 423 ------ ------ ------ ------ ------ ------ ------ Net Change (31,861) (991) (979) (1,050) (1,105) (1,148) (35) ------ ------ ------ ------ ------ ------ ------ Ending Balance 33,756 32,764 31,785 30,735 29,630 28,482 28,447 ====== ====== ====== ====== ====== ====== ====== INVESTMENT IN SUBSIDIARIES Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761 Adj to Actual (0) - - - - - - ------ ------ ------ ------ ------ ------ ------ Net Change (0) - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761 ====== ====== ====== ====== ====== ====== ====== ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- NONCURRENT RECEIVABLE - AUSTRALIA Beginning Balance 14,010 14,010 14,010 14,010 14,010 - Portion becoming current - - - Adj to Actual - - - - - 14,010 ------ ------ ------ ------ ------ ------ Net Change - - - - - 14,010 ------ ------ ------ ------ ------ ------ Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010 ====== ====== ====== ====== ====== ====== OTHER NONCURRENT ASSETS Beginning Balance 28,447 28,034 26,855 26,332 22,883 65,617 Amortization of Financing Cost (454) (548) (454) (451) (605) (5,826) - - Adj to Actual 41 (631) (70) (2,998) (1,204) (38,716) ------ ------ ------ ------ ------ ------ Net Change (413) (1,179) (523) (3,449) (1,809) (44,542) ------ ------ ------ ------ ------ ------ Ending Balance 28,034 26,855 26,332 22,883 21,075 21,075 ====== ====== ====== ====== ====== ====== INVESTMENT IN SUBSIDIARIES Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 - - - Adj to Actual - - - - - (0) ------ ------ ------ ------ ------ ------ Net Change - - - - - (0) ------ ------ ------ ------ ------ ------ Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 ====== ====== ====== ====== ====== ======
112 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ------ ------ ------ ------ ------ ------ NONCURRENT RECEIVABLE - AUSTRALIA Beginning Balance 14,010 14,010 14,010 14,010 14,010 14,010 Portion becoming current - - - - - - Adj to Actual - - - - - - ------ ------ ------ ------ ------ ------ Net Change - - - - - - ------ ------ ------ ------ ------ ------ Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010 ====== ====== ====== ====== ====== ====== OTHER NONCURRENT ASSETS Beginning Balance 21,075 20,084 19,234 17,679 17,193 16,707 Amortization of Financing Cost (454) (447) (556) (486) (486) (486) Adj to Actual (537) (402) (999) - - - ------ ------ ------ ------ ------ ------ Net Change (991) (849) (1,556) (486) (486) (486) ------ ------ ------ ------ ------ ------ Ending Balance 20,084 19,234 17,679 17,193 16,707 16,222 ====== ====== ====== ====== ====== ====== INVESTMENT IN SUBSIDIARIES Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 Adj to Actual - - - - - - ------ ------ ------ ------ ------ ------ Net Change - - - - - - ------ ------ ------ ------ ------ ------ Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 ====== ====== ====== ====== ====== ====== F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ------ ---------- NONCURRENT RECEIVABLE - AUSTRALIA Beginning Balance 14,010 14,010 14,010 14,010 14,010 14,010 14,010 Portion becoming current - - - - - - - - - Adj to Actual - - - - ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010 14,010 ====== ====== ====== ====== ====== ====== ====== OTHER NONCURRENT ASSETS Beginning Balance 16,222 15,736 15,250 14,765 14,279 13,793 21,075 Amortization of Financing Cost (486) (486) (486) (486) (486) (486) (5,828) - - Adj to Actual - - (1,939) ------ ------ ------ ------ ------ ------ ------ Net Change (486) (486) (486) (486) (486) (486) (7,767) ------ ------ ------ ------ ------ ------ ------ Ending Balance 15,736 15,250 14,765 14,279 13,793 13,308 13,308 ====== ====== ====== ====== ====== ====== ====== INVESTMENT IN SUBSIDIARIES Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761 - - - Adj to Actual - - - - ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - ------ ------ ------ ------ ------ ------ ------ Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761 ====== ====== ====== ====== ====== ====== ======
113 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 ------ ------ ------ ------ ---------- ------ NONCURRENT RECEIVABLE - AUSTRALIA Beginning Balance 14,010 7,598 7,598 7,598 14,010 7,598 Portion becoming current (6,412) - - - (6,412) - - - Adj to Actual - ------ ----- ----- ----- ------ ----- Net Change (6,412) - - - (6,412) - ------ ----- ----- ----- ------ ----- Ending Balance 7,598 7,598 7,598 7,598 7,598 7,598 ====== ===== ===== ===== ===== ===== OTHER NONCURRENT ASSETS Beginning Balance 13,308 11,851 10,394 8,937 13,308 7,480 Amortization of Financing Cost (1,457) (1,457) (1,457) (1,457) (5,828) (1,457) - - Adj to Actual - ------ ----- ----- ----- ------ ----- Net Change (1,457) (1,457) (1,457) (1,457) (5,828) (1,457) ------ ----- ----- ----- ------ ----- Ending Balance 11,851 10,394 8,937 7,480 7,480 6,023 ====== ====== ===== ===== ===== ===== INVESTMENT IN SUBSIDIARIES Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 - - - Adj to Actual - ------ ----- ----- ----- ------ ----- Net Change - - - - - - ------ ----- ----- ----- ------ ----- Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 ====== ====== ===== ===== ===== ===== F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ---------- ---------- ---------- NONCURRENT RECEIVABLE - AUSTRALIA Beginning Balance 7,598 7,598 7,598 7,598 7,598 7,598 Portion becoming current - - - - - - - - Adj to Actual - ----- ----- ----- ----- ----- ----- Net Change - - - - - - ----- ----- ----- ----- ----- ----- Ending Balance 7,598 7,598 7,598 7,598 7,598 7,598 ===== ===== ===== ===== ===== ===== OTHER NONCURRENT ASSETS Beginning Balance 6,023 4,566 3,109 7,480 1,652 (4,176) Amortization of Financing Cost (1,457) (1,457) (1,457) (5,828) (5,828) (5,828) - - Adj to Actual - ----- ----- ----- ----- ----- ----- Net Change (1,457) (1,457) (1,457) (5,828) (5,828) (5,828) ----- ----- ----- ----- ----- ----- Ending Balance 4,566 3,109 1,652 1,652 (4,176) (10,003) ===== ===== ===== ===== ====== ======= INVESTMENT IN SUBSIDIARIES Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 - - - Adj to Actual - ----- ----- ----- ----- ----- ----- Net Change - - - - - - ----- ----- ----- ----- ----- ----- Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 ===== ===== ===== ===== ====== =======
114 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 ------ ------ ------ ------ ------ ------ LIABILITIES ACCOUNTS PAYABLE - POST PETITION Beginning Balance - - - - 10,671 11,118 Purchases 21,752 22,303 26,514 Disbursements: Tooling Deposits Cash Payments ------ ------ ------ ------ ------ ------ - - - - - - ------ ------ ------ ------ ------ ------ Adj to Actual - - - (11,081) (21,856) (28,994) ------ ------ ------ ------ ------ ------ Net Change - - - 10,671 447 (2,480) ------ ------ ------ ------ ------ ------ Ending Balance - - - 10,671 11,118 8,637 ====== ====== ====== ====== ====== ====== Days Payable (Input) - - - - - - ACCOUNTS PAYABLE - PRE-PETITION Beginning Balance 62,202 67,515 64,840 68,565 68,565 68,565 Purchases 17,484 24,419 32,186 Payments: Convenience Writeoff Restructure Cash Payments ------ ------ ------ ------ ------ ------ - - - - - - ------ ------ ------ ------ ------ ------ Adj to Actual (12,171) (27,095) (28,460) - - - ------ ------ ------ ------ ------ ------ Net Change 5,313 (2,676) 3,726 - - - ------ ------ ------ ------ ------ ------ Ending Balance 67,515 64,840 68,565 68,565 68,565 68,565 ====== ====== ====== ====== ====== ====== Convenience Amount ACCRUED INTEREST (See debt assumptions tab for calculations) Beginning Balance 26,646 32,744 36,202 40,503 40,441 40,529 Interest Expense 6,852 6,400 7,085 2,820 2,810 3,445 Interest Expense Paid (2,048) (2,048) (2,041) (2,041) (2,042) (2,042) OEM Quickpay Discount Paid (635) (893) (884) (723) (692) (908) DIP/Revolver Paid - - - - - - Reclass Bond Interest Restructured Interest PIK Accrued Term Interest Paid Adj to Actual 1,929 (1) 141 (118) 12 (169) ------ ------ ------ ------ ------ ------ Net Change 6,099 3,458 4,301 (63) 88 326 ------ ------ ------ ------ ------ ------ Ending Balance 32,744 36,202 40,503 40,441 40,529 40,854 ====== ====== ====== ====== ====== ====== ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ------ ---------- LIABILITIES ACCOUNTS PAYABLE - POST PETITION Beginning Balance 8,637 8,333 3,579 7,658 5,633 6,535 - - Purchases 12,965 15,818 24,219 17,431 18,417 20,623 180,041 - Disbursements: - Tooling Deposits - Cash Payments (17,431) (18,417) (20,623) (56,471) ------ ------ ------ ------ ------ ------ ------ - - - (17,431) (18,417) (20,623) (56,471) ------ ------ ------ ------ ------ ------ ------ - Adj to Actual (13,269) (20,573) (20,140) (2,025) 902 (1,909) (118,944) ------ ------ ------ ------ ------ ------ -------- Net Change (304) (4,755) 4,079 (2,025) 902 (1,909) 4,626 ------ ------ ------ ------ ------ ------ ------ Ending Balance 8,333 3,579 7,658 5,633 6,535 4,626 4,626 ====== ====== ====== ====== ====== ====== ====== Days Payable (Input) - - - - - - ACCOUNTS PAYABLE - PRE-PETITION Beginning Balance 68,565 68,565 68,565 68,565 68,565 68,565 62,202 - Purchases 74,089 Payments: - Convenience Writeoff - Restructure - Cash Payments (2,000) (2,000) ------ ------ ------ ------ ------ ------ ------ - - - (2,000) - - (2,000) ------ ------ ------ ------ ------ ------ ------ - Adj to Actual - - - 2,000 - - (65,725) ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - 6,363 ------ ------ ------ ------ ------ ------ ------ Ending Balance 68,565 68,565 68,565 68,565 68,565 68,565 68,565 ====== ====== ====== ====== ====== ====== ====== Convenience Amount ACCRUED INTEREST (See debt assumptions tab for calculations) Beginning Balance 40,854 40,442 40,386 40,470 40,517 42,504 26,646 Interest Expense 2,284 2,156 3,116 2,807 2,938 2,780 45,493 Interest Expense Paid (2,042) (2,043) (2,043) - - - (18,389) OEM Quickpay Discount Paid (561) (568) (641) (644) (779) (581) (8,509) DIP/Revolver Paid - - - - - - - Reclass Bond Interest - Restructured Interest PIK - Accrued Term Interest Paid - - - Adj to Actual (93) 399 (348) (2,116) (172) (166) (704) ------ ------ ------ ------ ------ ------ ------ Net Change (413) (56) 84 47 1,987 2,033 17,890 ------ ------ ------ ------ ------ ------ ------ Ending Balance 40,442 40,386 40,470 40,517 42,504 44,536 44,536 ====== ====== ====== ====== ====== ====== ======
115 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ------ ------ ------ ------ ------ ------ LIABILITIES ACCOUNTS PAYABLE - POST PETITION Beginning Balance 4,626 4,791 8,383 6,095 11,081 11,097 Purchases 14,547 20,290 27,108 19,086 20,392 22,718 Disbursements: Tooling Deposits Cash Payments (14,547) (16,372) (25,166) (14,100) (20,375) (23,450) ------- ------- ------- ------- ------- ------- (14,547) (16,372) (25,166) (14,100) (20,375) (23,450) ------- ------- ------- ------- ------- ------- Adj to Actual 165 (327) (4,229) - - - ------- ------- ------- ------- ------- ------- Net Change 165 3,592 (2,288) 4,986 17 (732) ------- ------- ------- ------- ------- ------- Ending Balance 4,791 8,383 6,095 11,081 11,097 10,366 ======= ======= ======= ======= ======= ======= Days Payable (Input) - 15 15 15 15 15 ACCOUNTS PAYABLE - PRE-PETITION Beginning Balance 68,565 68,565 68,565 68,565 68,565 68,565 Purchases Payments: Convenience Writeoff - Restructure (68,565) Cash Payments ------- ------- ------- ------- ------- ------- - - - - - (68,565) ------- ------- ------- ------- ------- ------- Adj to Actual 0 - - - - - ------- ------- ------- ------- ------- ------- Net Change 0 - - - - (68,565) ------- ------- ------- ------- ------- ------- Ending Balance 68,565 68,565 68,565 68,565 68,565 - ======= ======= ======= ======= ======= ======= Convenience Amount ACCRUED INTEREST (See debt assumptions tab for calculations) Beginning Balance 44,536 46,192 48,263 50,485 52,529 54,573 Interest Expense 3,004 3,245 4,014 2,951 2,959 3,898 Interest Expense Paid - - - - - (700) OEM Quickpay Discount Paid (757) (1,040) (997) (569) (617) (676) DIP/Revolver Paid (210) (293) (319) (338) (298) (391) Reclass Bond Interest (38,426) Restructured Interest PIK Accrued Term Interest Paid (16,247) Adj to Actual (381) 159 (476) - - - ------- ------- ------- ------- ------- ------- Net Change 1,656 2,072 2,222 2,044 2,044 (52,542) ------- ------- ------- ------- ------- ------- Ending Balance 46,192 48,263 50,485 52,529 54,573 2,031 ======= ======= ======= ======= ======= ======= F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ------ ---------- LIABILITIES ACCOUNTS PAYABLE - POST PETITION Beginning Balance 10,366 10,983 11,366 12,804 13,837 14,038 4,626 - Purchases 22,785 22,695 31,343 28,987 23,899 26,195 280,043 - Disbursements: - Tooling Deposits - Cash Payments (22,169) (22,311) (29,906) (27,953) (23,698) (27,053) (267,098) ------- ------- ------- ------- ------- ------- -------- (22,169) (22,311) (29,906) (27,953) (23,698) (27,053) (267,098) ------- ------- ------- ------- ------- ------- -------- - Adj to Actual - - - - - - (4,391) ------- ------- ------- ------- ------- ------- -------- Net Change 617 384 1,437 1,034 201 (858) 8,554 ------- ------- ------- ------- ------- ------- -------- Ending Balance 10,983 11,366 12,804 13,837 14,038 13,180 13,180 ======= ======= ======= ======= ======= ======= ======== Days Payable (Input) 15 15 15 15 15 15 ACCOUNTS PAYABLE - PRE-PETITION Beginning Balance - - - - - - 68,565 - Purchases - Payments: - Convenience Writeoff - Restructure (68,565) Cash Payments - - ------- ------- ------- ------- ------- ------- -------- - - - - - - (68,565) ------- ------- ------- ------- ------- ------- -------- - Adj to Actual - - - 0 ------- ------- ------- ------- ------- ------- -------- Net Change - - - - - - (68,565) ------- ------- ------- ------- ------- ------- -------- Ending Balance - - - - - - - ======= ======= ======= ======= ======= ======= ======== Convenience Amount ACCRUED INTEREST (See debt assumptions tab for calculations) Beginning Balance 2,031 4,205 6,380 8,554 10,815 13,077 44,536 Interest Expense 3,196 3,659 3,925 3,960 3,820 3,897 42,529 Interest Expense Paid (717) (717) (717) (750) (750) (750) (5,100) OEM Quickpay Discount Paid (285) (686) (938) (866) (729) (789) (8,949) DIP/Revolver Paid (21) (82) (96) (83) (80) (72) (2,282) Reclass Bond Interest (38,426) Restructured Interest PIK (2,333) (2,333) Accrued Term Interest Paid (16,247) - - Adj to Actual - - - (698) ------- ------- ------- ------- ------- ------- -------- Net Change 2,174 2,174 2,174 2,262 2,262 (46) (31,506) ------- ------- ------- ------- ------- ------- -------- Ending Balance 4,205 6,380 8,554 10,815 13,077 13,030 13,030 ======= ======= ======= ======= ======= ======= ========
116 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must Be labeled "Actual" Or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ---------- ------ ------ ------ ------ LIABILITIES ACCOUNTS PAYABLE - POST PETITION Beginning Balance 13,180 13,838 28,443 24,830 13,180 23,549 26,065 25,558 20,083 - Purchases 83,029 85,328 74,490 70,647 313,494 78,194 76,674 60,250 65,593 - Disbursements: - Tooling Deposits - Cash Payments (82,371) (70,724) (78,102) (71,928) (303,125) (75,679) (77,181) (65,725) (63,812) ------ ------- ------- ------- ---------- ------- ------- ------- ------- (82,371) (70,724) (78,102) (71,928) (303,125) (75,679) (77,181) (65,725) (63,812) ------ ------- ------- ------- ---------- ------- ------- ------- ------- - Adj to Actual - ------ ------- ------- ------- ---------- ------- ------- ------- ------- Net Change 658 14,604 (3,613) (1,281) 10,369 2,516 (507) (5,475) 1,781 ------ ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance 13,838 28,443 24,830 23,549 23,549 26,065 25,558 20,083 21,864 ====== ======= ======= ======= ========== ======= ======= ======= ======= Days Payable (Input) 15 30 30 30 30 30 30 30 ACCOUNTS PAYABLE - PRE-PETITION Beginning Balance - - - - - - - - - - Purchases - Payments: - Convenience Writeoff - Restructure - Cash Payments - ------ ------- ------- ------- ---------- ------- ------- ------- ------- - - - - - - - - - ------ ------- ------- ------- ---------- ------- ------- ------- ------- - Adj to Actual - ------ ------- ------- ------- ---------- ------- ------- ------- ------- Net Change - - - - - - - - - ------ ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance - - - - - - - - - ====== ======= ======= ======= ========== ======= ======= ======= ======= Convenience Amount ACCRUED INTEREST (See debt assumptions tab for calculations) Beginning Balance 13,030 19,891 2,010 3,057 13,030 0 1,131 2,261 3,392 Interest Expense 11,796 11,367 11,153 11,464 45,780 11,413 11,269 10,893 11,261 Interest Expense Paid (2,250) (26,707) (7,954) (8,007) (44,917) (8,007) (8,007) (8,007) (8,063) OEM Quickpay Discount Paid (2,483) (2,433) (1,984) (2,057) (8,958) (2,276) (2,133) (1,756) (1,977) DIP/Revolver Paid (202) (108) (167) (270) (748) - - - - Reclass Bond Interest - Restructured Interest PIK - - - (4,187) (4,187) - - - (4,522) Accrued Term Interest Paid - - - Adj to Actual - ------ ------- ------- ------- ---------- ------- ------- ------- ------- Net Change 6,861 (17,881) 1,047 (3,056) (13,030) 1,130 1,130 1,130 (3,301) ------ ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance 19,891 2,010 3,057 0 0 1,131 2,261 3,392 91 ====== ======= ======= ======= ========== ======= ======= ======= =======
F'CAST F'CAST F'CAST 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- LIABILITIES ACCOUNTS PAYABLE - POST PETITION Beginning Balance 23,549 21,864 24,061 - Purchases 280,712 288,734 261,155 - Disbursements: - Tooling Deposits - Cash Payments (282,396) (286,537) (263,454) ---------- ---------- -------- (282,396) (286,537) (263,454) ---------- ---------- -------- - Adj to Actual - ---------- ---------- -------- Net Change (1,685) 2,197 (2,298) ---------- ---------- -------- Ending Balance 21,864 24,061 21,763 ========== ========== ======== Days Payable (Input) 30 30 ACCOUNTS PAYABLE - PRE-PETITION Beginning Balance - - - - Purchases - Payments: - Convenience Writeoff - Restructure - Cash Payments - ---------- ---------- -------- - - - ---------- ---------- -------- - Adj to Actual - ---------- ---------- -------- Net Change - - - ---------- ---------- -------- Ending Balance - - - ========== ========== ======== Convenience Amount ACCRUED INTEREST (See debt assumptions tab for calculations) Beginning Balance 0 91 482 Interest Expense 44,836 41,996 42,295 Interest Expense Paid (32,083) (32,496) (32,760) OEM Quickpay Discount Paid (8,141) (4,226) (3,839) DIP/Revolver Paid - - - Reclass Bond Interest - Restructured Interest PIK (4,522) (4,883) (5,274) Accrued Term Interest Paid - - - Adj to Actual - ---------- ---------- -------- Net Change 90 391 422 ---------- ---------- -------- Ending Balance 91 482 903 ========== ========== ========
117 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ACCRUED COMMISSIONS & RENTS (Production assumption tab for detail) Beginning Balance 13,472 14,414 13,472 14,994 14,991 15,015 14,992 14,907 14,839 14,825 Commissions 1,092 1,376 1,715 147 355 169 141 7 8 14 Paid Rents & Leases (Harper in Rel Pty Rec.) 1,234 1,254 1,255 1,230 1,184 1,231 1,217 1,219 1,204 1,258 Paid 3rd Party (455) (475) (475) (452) (415) (453) (442) (423) (423) (481) Adj to Actual (928) (3,097) (973) (928) (1,100) (970) (1,001) (871) (804) (817) ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change 942 (942) 1,522 (3) 24 (23) (85) (68) (15) (26) ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 14,414 13,472 14,994 14,991 15,015 14,992 14,907 14,839 14,825 14,799 ======= ====== ====== ====== ====== ====== ====== ====== ====== ====== ACCRUED INVENTORY LIABILITY Beginning Balance - - - - - - - - - - Accrued Cost of Sales Billed Cost of Sales Adj to Actual - - - - - - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance - - - - - - - - - - ======= ====== ====== ====== ====== ====== ====== ====== ====== ====== OTHER ACCRUED EXPENSES (See Production assumptions tab for detail) Beginning Balance 14,135 12,597 12,366 21,955 21,657 21,513 21,247 21,592 21,089 20,324 SBT Taxes 139 (5) 449 129 139 138 359 139 139 139 Paid (583) (406) (637) Professional Fees 1,548 3,364 4,287 3,397 2,920 1,829 3,360 3,131 3,152 4,164 Paid (1,548) (3,364) (4,287) (3,066) (2,565) (1,600) (2,969) (2,759) (2,845) (3,764) Quarterly Payment (916) (1,071) Property Taxes 201 296 324 314 183 265 290 279 284 255 Paid (1,672) Adj to Actual (1,878) (523) 8,815 (489) (821) 18 (289) 379 (426) 394 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change (1,538) (231) 9,588 (298) (144) (266) 345 (503) (765) 549 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 12,597 12,366 21,955 21,657 21,513 21,247 21,592 21,089 20,324 20,873 ======= ====== ====== ====== ====== ====== ====== ====== ====== ====== FEES PAID AT 80% 693 2,171 2,150 1,658 1,775 1,146 1,954 1,860 1,539 1,997 ACCRUED PENSION & OTHER NONCURRENT Beginning Balance 22,524 26,461 27,376 34,809 35,364 36,262 36,635 37,533 38,432 38,640 Pension Funding Requirement (650) DCX Giveback - Accrual - - 6,500 - - - - - - - DCX Giveback - Payment GM Giveback Linden Creek Amortization (Expense accrued in 2002) One Time Rationalization Charges Payment of One Time Charges Adj to Actual 3,937 915 933 555 898 372 898 898 858 892 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change 3,937 915 7,433 555 898 372 898 898 208 892 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 26,461 27,376 34,809 35,364 36,262 36,635 37,533 38,432 38,640 39,532 ======= ====== ====== ====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL F'CAST NOV-03 DEC-03 12/31/2003 ------ ------ ---------- ACCRUED COMMISSIONS & RENTS (Production assumption tab for detail) Beginning Balance 14,799 14,017 13,472 Commissions 11 13 5,048 Paid - Rents & Leases (Harper in Rel Ply Rec.) 1,183 1,193 14,662 Paid 3rd Party (397) (415) (5,305) - Adj to Actual (1,579) 1,941 (11,127) ------ ------ ---------- Net Change (782) 2,732 3,277 ------ ------ ---------- Ending Balance 14,017 16,749 16,749 ====== ====== ========== ACCRUED INVENTORY LIABILITY Beginning Balance - - - Accrued Cost of Sales - Billed Cost of Sales - - Adj to Actual - - - ------ ------ ---------- Net Change - - - ------ ------ ---------- Ending Balance - - - ====== ====== ========== OTHER ACCRUED EXPENSES (See Production assumptions tab for detail) Beginning Balance 20,873 21,028 14,135 SBT Taxes 203 122 2,090 Paid (1,626) Professional Fees 5,149 5,483 41,786 Paid (4,753) (4,962) (38,483) Quarterly Payment (1,317) (3,303) Property Taxes 496 303 3,489 Paid (1,672) - Adj to Actual (940) (1,011) 3,228 ------ ------ ---------- Net Change 155 (1,383) 5,510 ------ ------ ---------- Ending Balance 21,028 19,645 19,645 ====== ====== ========== FEES PAID AT 80% 1,983 2,605 21,531 ACCRUED PENSION & OTHER NONCURRENT Beginning Balance 39,532 40,423 22,524 Pension Funding Requirement (650) DCX Giveback - Accrual - - 6,500 DCX Giveback - Payment (2,400) (2,400) GM Giveback - Linden Creek Amortization (Expense accrued in 2002) - One Time Rationalization Charges - Payment of One Time Charges - - - - Adj to Actual 892 (591) 11,458 ------ ------ ---------- Net Change 892 (2,991) 14,908 ------ ------ ---------- Ending Balance 40,423 37,432 37,432 ====== ====== ==========
118 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ ACCRUED COMMISSIONS & RENTS (Production assumption tab for detail) Beginning Balance 16,749 17,779 16,856 16,874 17,657 18,441 19,224 20,007 20,790 Commissions 889 (873) - - - - - - - Paid Rents & Leases (Harper in Rel Pty Rec.) 1,016 1,014 1,105 1,213 1,213 1,213 1,213 1,213 1,213 Paid 3rd Party (435) (409) (505) (430) (430) (430) (430) (430) (430) Adj to Actual (441) (654) (582) - - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ Net Change 1,030 (923) 17 783 783 783 783 783 783 ------- ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 17,779 16,856 16,874 17,657 18,441 19,224 20,007 20,790 21,574 ======= ====== ====== ====== ====== ====== ====== ====== ====== ACCRUED INVENTORY LIABILITY Beginning Balance - - - - - - - - - Accrued Cost of Sales Billed Cost of Sales Adj to Actual - - - - - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance - - - - - - - - - ======= ====== ====== ====== ====== ====== ====== ====== ====== OTHER ACCRUED EXPENSES (See Production assumptions tab for detail) Beginning Balance 19,645 21,740 21,600 21,747 23,178 24,975 8,865 8,806 7,635 SBT Taxes 122 122 122 179 179 179 179 179 179 Paid (464) (365) (538) Professional Fees 4,904 2,020 2,630 2,517 2,517 15,335 919 919 1,269 Paid (1,200) (1,200) (1,200) (1,200) (1,200) (31,924) (919) (919) (1,269) Quarterly Payment Property Taxes 331 241 210 300 300 300 300 300 300 Paid (1,947) (1,649) Adj to Actual (1,598) 625 (1,614) - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ Net Change 2,095 (140) 147 1,431 1,796 (16,110) (59) (1,170) 479 ------- ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 21,740 21,600 21,747 23,178 24,975 8,865 8,806 7,635 8,114 ======= ====== ====== ====== ====== ====== ====== ====== ====== FEES PAID AT 80% 2,344 585 1,452 1,442 1,442 5,984 - - - ACCRUED PENSION & OTHER NONCURRENT Beginning Balance 37,432 38,324 39,133 39,891 39,833 39,775 36,167 36,109 36,051 Pension Funding Requirement (450) (800) DCX Giveback - Accrual - - - - - - - - - DCX Giveback - Payment (3,100) GM Giveback Linden Creek Amortization (Expense accrued in 2002) (58) (58) (58) (58) (58) (58) (58) (58) (58) One Time Rationalization Charges - - - - - - - - - Payment of One Time Charges - - - - - - - - - Adj to Actual 950 867 817 - - - - - ------- ------ ------ ------ ------ ------ ------ ------ ------ Net Change 892 809 759 (58) (58) (3,608) (58) (58) (858) ------- ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 38,324 39,133 39,891 39,833 39,775 36,167 36,109 36,051 35,193 ======= ====== ====== ====== ====== ====== ====== ====== ======
F'CAST F'CAST F'CAST F'CAST OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ---------- ACCRUED COMMISSIONS & RENTS (Production assumption tab for detail) Beginning Balance 21,574 22,357 23,140 16,749 Commissions - - - 16 Paid - Rents & Leases (Harper in Rel Pty Rec.) 1,213 1,213 1,263 14,103 Paid 3rd Party (430) (430) (430) (5,217) - Adj to Actual (1,677) ------ ------ ------ ---------- Net Change 783 783 833 7,225 ------ ------ ------ ---------- Ending Balance 22,357 23,140 23,974 23,974 ====== ====== ====== ========== ACCRUED INVENTORY LIABILITY Beginning Balance - - - - Accrued Cost of Sales - Billed Cost of Sales - - Adj to Actual - - - - ------ ------ ------ ---------- Net Change - - - - ------ ------ ------ ---------- Ending Balance - - - - ====== ====== ====== ========== OTHER ACCRUED EXPENSES (See Production assumptions tab for detail) Beginning Balance 8,114 8,055 8,534 19,645 SBT Taxes 179 179 179 1,979 Paid (538) (1,905) Professional Fees 1,019 1,019 1,169 36,235 Paid (1,019) (1,019) (1,169) (44,235) Quarterly Payment - Property Taxes 300 300 300 3,477 Paid (3,596) - Adj to Actual (2,588) ------ ------ ------ ---------- Net Change (59) 479 479 (10,632) ------ ------ ------ ---------- Ending Balance 8,055 8,534 9,013 9,013 ====== ====== ====== ========== FEES PAID AT 80% - - - 13,249 ACCRUED PENSION & OTHER NONCURRENT Beginning Balance 35,193 35,135 35,077 37,432 Pension Funding Requirement (1,250) DCX Giveback - Accrual - - - - DCX Giveback - Payment (3,100) GM Giveback (2,000) (2,000) Linden Creek Amortization (Expense accrued in 2002) (58) (58) (58) (696) One Time Rationalization Charges - - - - Payment of One Time Charges - - - - - - - Adj to Actual 2,633 ------ ------ ------ ---------- Net Change (58) (58) (2,058) (4,413) ------ ------ ------ ---------- Ending Balance 35,135 35,077 33,019 33,019 ====== ====== ====== ==========
119 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ---------- ------ ------ ------ ------ ACCRUED COMMISSIONS & RENTS (Production assumption tab for detail) Beginning Balance 23,974 26,374 28,774 31,174 23,974 33,573 35,973 38,373 40,773 Commissions - - - - - - - - - Paid - Rents & Leases (Harper in Rel Pty Rec.) 3,689 3,689 3,689 3,689 14,757 3,689 3,689 3,689 3,689 Paid 3rd Party (1,289) (1,289) (1,289) (1,289) (5,157) (1,289) (1,289) (1,289) (1,289) - Adj to Actual - ------ ------ ------ ------ ---------- ------ ------ ------ ------ Net Change 2,400 2,400 2,400 2,400 9,600 2,400 2,400 2,400 2,400 ------ ------ ------ ------ ---------- ------ ------ ------ ------ Ending Balance 26,374 28,774 31,174 33,573 33,573 35,973 38,373 40,773 43,173 ====== ====== ====== ====== ========== ====== ====== ====== ====== ACCRUED INVENTORY LIABILITY Beginning Balance - - - - - - - - - Accrued Cost of Sales - Billed Cost of Sales - - Adj to Actual - ------ ------ ------ ------ ---------- ------ ------ ------ ------ Net Change - - - - - - - - - ------ ------ ------ ------ ---------- ------ ------ ------ ------ Ending Balance - - - - - - - - - ====== ====== ====== ====== ========== ====== ====== ====== ====== OTHER ACCRUED EXPENSES (See Production assumptions tab for detail) Beginning Balance 9,013 8,148 9,074 8,148 9,013 9,074 8,165 9,118 8,165 SBT Taxes 554 554 554 554 2,217 571 571 571 571 Paid (538) (554) (554) (554) (2,201) (554) (571) (571) (571) Professional Fees 1,593 1,441 1,441 1,441 5,915 1,593 1,441 1,441 1,441 Paid (1,593) (1,441) (1,441) (1,441) (5,915) (1,593) (1,441) (1,441) (1,441) Quarterly Payment - Property Taxes 925 925 925 925 3,702 953 953 953 953 Paid (1,806) (1,851) (3,657) (1,879) (1,907) - Adj to Actual - ------ ------ ------ ------ ---------- ------ ------ ------ ------ Net Change (864) 925 (925) 925 61 (909) 953 (953) 953 ------ ------ ------ ------ ---------- ------ ------ ------ ------ Ending Balance 8,148 9,074 8,148 9,074 9,074 8,165 9,118 8,165 9,118 ====== ====== ====== ====== ========== ====== ====== ====== ====== FEES PAID AT 80% - - - - - - - - - ACCRUED PENSION & OTHER NONCURRENT Beginning Balance 33,019 32,545 32,071 31,597 33,019 29,123 28,765 28,465 28,165 Pension Funding Requirement (300) (300) (300) (300) (1,200) (300) (300) (300) (300) DCX Giveback - Accrual - - - - - - - - - DCX Giveback - Payment - GM Giveback (2,000) (2,000) Linden Creek Amortization (Expense accrued in 2002) (174) (174) (174) (174) (696) (58) One Time Rationalization Charges - Payment of One Time Charges - - - - - - - - - - - - Adj to Actual - ------ ------ ------ ------ ---------- ------ ------ ------ ------ Net Change (474) (474) (474) (2,474) (3,896) (358) (300) (300) (300) ------ ------ ------ ------ ---------- ------ ------ ------ ------ Ending Balance 32,545 32,071 31,597 29,123 29,123 28,765 28,465 28,165 27,865 ====== ====== ====== ====== ========== ====== ====== ====== ======
F'CAST F'CAST F'CAST 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- ACCRUED COMMISSIONS & RENTS (Production assumption tab for detail) Beginning Balance 33,573 43,173 52,773 Commissions - - - Paid - Rents & Leases (Harper in Rel Pty Rec.) 14,757 14,757 14,757 Paid 3rd Party (5,157) (5,157) (5,157) - Adj to Actual - ---------- ---------- ---------- Net Change 9,600 9,600 9,600 ---------- ---------- ---------- Ending Balance 43,173 52,773 62,373 ========== ========== ========== ACCRUED INVENTORY LIABILITY Beginning Balance - - - Accrued Cost of Sales - Billed Cost of Sales - - Adj to Actual - ---------- ---------- ---------- Net Change - - - ---------- ---------- ---------- Ending Balance - - - ========== ========== ========== OTHER ACCRUED EXPENSES (See Production assumptions tab for detail) Beginning Balance 9,074 9,118 9,118 SBT Taxes 2,283 2,352 2,422 Paid (2,267) (2,352) (2,422) Professional Fees 5,915 5,915 5,915 Paid (5,915) (5,915) (5,915) Quarterly Payment - Property Taxes 3,813 3,927 3,933 Paid (3,785) (3,927) (3,933) - Adj to Actual - ---------- ---------- ---------- Net Change 44 - - ---------- ---------- ---------- Ending Balance 9,118 9,118 9,118 ========== ========== ========== FEES PAID AT 80% - - - ACCRUED PENSION & OTHER NONCURRENT Beginning Balance 29,123 27,865 26,665 Pension Funding Requirement (1,200) (1,200) (1,200) DCX Giveback - Accrual - - - DCX Giveback - Payment - GM Giveback - Linden Creek Amortization (Expense accrued in 2002) (58) One Time Rationalization Charges - Payment of One Time Charges - - - - - - Adj to Actual - ---------- ---------- ---------- Net Change (1,258) (1,200) (1,200) ---------- ---------- ---------- Ending Balance 27,865 26,665 25,465 ========== ========== ==========
120 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------ ------ ------ ------ ------ ------ ------ ------ DEFERRED TAX LIABILITY Beginning Balance 18,632 18,632 18,632 18,093 18,093 18,093 17,562 17,562 Adj to Actual (0) - (539) - - (531) - - ------- ------- ------- ------- ------- ------- ------- ------- Net Change (0) - (539) - - (531) - - ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 18,632 18,632 18,093 18,093 18,093 17,562 17,562 17,562 ======= ======= ======= ======= ======= ======= ======= ======= LINE OF CREDIT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance - - - - - 5,209 7,968 10,988 Add: Borrowings - - - - 5,209 2,759 3,020 6,842 Less: Repayments - - - - - - - - Adjustments - - - - - - - - Adj to Actual ------- ------- ------- ------- ------- ------- ------- ------- Net Change - - - - 5,209 2,759 3,020 6,842 ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance - - - - 5,209 7,968 10,988 17,830 ======= ======= ======= ======= ======= ======= ======= ======= TERM DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 425,863 425,859 425,851 424,342 424,456 424,587 424,633 424,671 Add: Borrowings - - - 114 131 49 41 50 PIK - - - - - - - - Less: Repayments (4) (8) (1,509) - - (3) (3) (3) Adjustments - - - - - - - - Adj to Actual ------- ------- ------- ------- ------- ------- ------- ------- Net Change (4) (8) (1,509) 114 131 46 38 47 ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 425,859 425,851 424,342 424,456 424,587 424,633 424,671 424,718 ======= ======= ======= ======= ======= ======= ======= ======= BOND DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 455,000 455,000 455,000 455,000 455,000 455,000 455,000 455,000 Add: Borrowings - - - - - - - - Less: Repayments - - - - - - - - Adjustments Adj to Actual ------- ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - - - - ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 455,000 455,000 455,000 455,000 455,000 455,000 455,000 455,000 ======= ======= ======= ======= ======= ======= ======= =======
ACTUAL ACTUAL ACTUAL ACTUAL F'CAST SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ---------- DEFERRED TAX LIABILITY Beginning Balance 17,562 16,714 16,714 16,714 18,632 - - - Adj to Actual (848) - - - (1,918) ------- ------- ------- ------- ---------- Net Change (848) - - - (1,918) ------- ------- ------- ------- ---------- Ending Balance 16,714 16,714 16,714 16,714 16,714 ======= ======= ======= ======= ========== LINE OF CREDIT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 17,830 29,055 30,193 30,635 - Add: Borrowings 11,225 1,138 442 - 30,635 Less: Repayments - - - (2,573) (2,573) Adjustments - - - - - Adj to Actual - ------- ------- ------- ------- ---------- Net Change 11,225 1,138 442 (2,573) 28,062 ------- ------- ------- ------- ---------- Ending Balance 29,055 30,193 30,635 28,062 28,062 ======= ======= ======= ======= ========== TERM DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 424,718 424,782 424,832 424,889 425,863 Add: Borrowings 64 50 57 51 607 PIK - - - - - Less: Repayments - - - - (1,530) Adjustments - - - - - Adj to Actual - ------- ------- ------- ------- ---------- Net Change 64 50 57 51 (923) ------- ------- ------- ------- ---------- Ending Balance 424,782 424,832 424,889 424,940 424,940 ======= ======= ======= ======= ========== BOND DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 455,000 455,000 455,000 455,000 455,000 Add: Borrowings - - - - - Less: Repayments - - - - - Adjustments - Adj to Actual - ------- ------- ------- ------- ---------- Net Change - - - - - ------- ------- ------- ------- ---------- Ending Balance 455,000 455,000 455,000 455,000 455,000 ======= ======= ======= ======= ==========
121 of 231 Venture - Confidential - DRAFT VENTURE HOLDING COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ DEFERRED TAX LIABILITY Beginning Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 Adj to Actual - - - - - - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 ======= ======= ======= ======= ======= ======= ======= ======= ======= LINE OF CREDIT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 28,062 39,096 42,543 45,010 39,682 42,649 3,662 14,596 17,023 Add: Borrowings 11,034 3,447 2,467 - 2,967 - 10,934 2,427 - Less: Repayments - - - (5,328) - (38,988) - - (3,342) Adjustments - - - - - - - - - Adj to Actual ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change 11,034 3,447 2,467 (5,328) 2,967 (38,988) 10,934 2,427 (3,342) ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 39,096 42,543 45,010 39,682 42,649 3,662 14,596 17,023 13,681 ======= ======= ======= ======= ======= ======= ======= ======= ======= TERM DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 424,940 424,977 424,977 425,057 425,057 425,057 340,125 340,125 340,125 Add: Borrowings 37 - 80 - - 340,125 - - - PIK - - - - - - - - - Less: Repayments - - - - - (425,057) - - - Adjustments - - - - - - - - - Adj to Actual ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change 37 - 80 - - (84,932) - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 424,977 424,977 425,057 425,057 425,057 340,125 340,125 340,125 340,125 ======= ======= ======= ======= ======= ======= ======= ======= ======= BOND DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 455,000 455,000 455,000 455,000 455,000 455,000 - - - Add: Borrowings - - - - - - - - - Less: Repayments - - - - - (455,000) - - - Adjustments Adj to Actual ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - (455,000) - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 455,000 455,000 455,000 455,000 455,000 - - - - ======= ======= ======= ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------- ---------- DEFERRED TAX LIABILITY Beginning Balance 16,714 16,714 16,714 16,714 - - - Adj to Actual - ------- ------- ------- ---------- Net Change - - - - ------- ------- ------- ---------- Ending Balance 16,714 16,714 16,714 16,714 ======= =-===== ======= ========== LINE OF CREDIT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 13,681 13,251 11,854 28,062 Add: Borrowings - - - 33,276 Less: Repayments (431) (1,396) (685) (50,169) Adjustments - - - - Adj to Actual - ------- ------- ------- ---------- Net Change (431) (1,396) (685) (16,893) ------- ------- ------- ---------- Ending Balance 13,251 11,854 11,169 11,169 ======= ======= ======= ========== TERM DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 340,125 340,125 340,125 424,940 Add: Borrowings - - - 340,242 PIK - - 2,333 2,333 Less: Repayments - - - (425,057) Adjustments - - - - Adj to Actual - ------- ------- ------- ---------- Net Change - - 2,333 (82,481) ------- ------- ------- ---------- Ending Balance 340,125 340,125 342,459 342,459 ======= ======= ======= ========== BOND DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance - - - 455,000 Add: Borrowings - - - - Less: Repayments - - - (455,000) Adjustments - Adj to Actual - ------- ------- ------- ---------- Net Change - - - (455,000) ------- ------- ------- ---------- Ending Balance - - - - ======= ======= ======= ==========
122 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ---------- ------ ------ ------ ------ DEFERRED TAX LIABILITY Beginning Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 - - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 ======= ======= ======= ======= ======= ======= ======= ======= ======= LINE OF CREDIT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 11,169 5,962 8,928 14,426 11,169 - - - - Add: Borrowings - 2,965 5,499 - 8,464 - - - - Less: Repayments (5,207) - - (14,426) (19,633) - - - - Adjustments - - - - - - - - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change (5,207) 2,965 5,499 (14,426) (11,169) - - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 5,962 8,928 14,426 - - - - - - ======= ======= ======= ======= ======= ======= ======= ======= ======= TERM DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 342,459 342,459 332,333 332,333 342,459 336,520 336,520 336,520 336,520 Add: Borrowings - - - - - - - - - PIK - - - 4,187 4,187 - - - 4,522 Less: Repayments - (10,125) - - (10,125) - - - - Adjustments - - - - - - - - - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change - (10,125) - 4,187 (5,939) - - - 4,522 ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance 342,459 332,333 332,333 336,520 336,520 336,520 336,520 336,520 341,042 ======= ======= ======= ======= ======= ======= ======= ======= ======= BOND DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance - - - - - - - - - Add: Borrowings - - - - - - - - - Less: Repayments - - - - - - - - - Adjustments - Adj to Actual - ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance - - - - - - - - - ======= ======= ======= ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- DEFERRED TAX LIABILITY Beginning Balance 16,714 16,714 16,714 - - - Adj to Actual - ------- ------- ------ Net Change - - - ------- ------- ------- Ending Balance 16,714 16,714 16,714 ======= ======= ======= LINE OF CREDIT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance - - - Add: Borrowings - - - Less: Repayments - - - Adjustments - - - Adj to Actual - ------- ------- ------- Net Change - - - ------- ------- ------- Ending Balance - - - ======= ======= ======= TERM DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance 336,520 341,042 345,925 Add: Borrowings - - - PIK 4,522 4,883 5,274 Less: Repayments - - - Adjustments - - - Adj to Actual - ------- ------- ------- Net Change 4,522 4,883 5,274 ------- ------- ------- Ending Balance 341,042 345,925 351,199 ======= ======= ======= BOND DEBT (SEE DEBT ASSUMPTIONS TAB) Beginning Balance - - - Add: Borrowings - - - Less: Repayments - - - Adjustments - Adj to Actual - ------- ------- ------- Net Change - - - ------- ------- ------- Ending Balance - - - ======= ======= =======
123 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EQUITY COMMON STOCK Beginning Balance - - - - - - - - - - Restructure Bond Interest Restructure Bond Debt Restructure Trade Debt Adj to Actual - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ADDITIONAL PAID IN CAPITAL Beginning Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 Adj to Actual (0) - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change (0) - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== RELATED PARTY RECEIVABLE Beginning Balance - - - - - - - - - - Adj to Actual - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== PREFERRED STOCK Beginning Balance - - - - - - - - - - Restructure Bond Debt Restructure Senior Debt Stock Dividend Adj to Actual - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ending Balance - - - - - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== CUMULATIVE FOREIGN CURRENCY ADJUSTMENT Beginning Balance (2,228) (2,153) (2,090) (2,048) (1,990) (1,849) (1,811) (2,268) (2,152) (1,774) Adj to Actual 75 63 42 58 141 38 (458) 116 378 114 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Net Change 75 63 42 58 141 38 (458) 116 378 114 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
ACTUAL ACTUAL F'CAST NOV-03 DEC-03 12/31/2003 ------ ------ ---------- EQUITY COMMON STOCK Beginning Balance - - - Restructure Bond Interest Restructure Bond Debt - Restructure Trade Debt - - - - - Adj to Actual - - - ------ ------ ---------- Net Change - - - ------ ------ ---------- Ending Balance - - - ====== ====== ========== ADDITIONAL PAID IN CAPITAL Beginning Balance 15,425 15,425 15,425 - - - Adj to Actual - - (0) ------ ------ ---------- Net Change - - (0) ------ ------ ---------- Ending Balance 15,425 15,425 15,425 ====== ====== ========== RELATED PARTY RECEIVABLE Beginning Balance - - - - - - - - - Adj to Actual - - - ------ ------ ---------- Net Change - - - ------ ------ ---------- Ending Balance - - - ====== ====== ========== PREFERRED STOCK Beginning Balance - - - Restructure Bond Debt - Restructure Senior Debt - Stock Dividend - - - - Adj to Actual - - - ------ ------ ---------- Net Change - - - ------ ------ ---------- Ending Balance - - - ====== ====== ========== CUMULATIVE FOREIGN CURRENCY ADJUSTMENT Beginning Balance (1,659) (1,638) (2,228) - - - Adj to Actual 21 (655) (66) ------ ------ ---------- Net Change 21 (655) (66) ------ ------ ----------
124 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ EQUITY COMMON STOCK Beginning Balance - - - - - - 561,991 561,991 561,991 561,991 Restructure Bond Interest - 38,426 Restructure Bond Debt - 455,000 Restructure Trade Debt - 68,565 Adj to Actual - - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Net Change - - - - - 561,991 - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Ending Balance - - - - - 561,991 561,991 561,991 561,991 561,991 ====== ====== ====== ====== ====== ======= ======= ======= ======= ======= ADDITIONAL PAID IN CAPITAL Beginning Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 Adj to Actual - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Net Change - - - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Ending Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 ====== ====== ====== ====== ====== ======= ======= ======= ======= ======= RELATED PARTY RECEIVABLE Beginning Balance - - - - - - - - - - Adj to Actual - - - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Net Change - - - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Ending Balance - - - - - - - - - - ====== ====== ====== ====== ====== ======= ======= ======= ======= ======= PREFERRED STOCK Beginning Balance - - - - - - 175,000 175,000 175,000 175,000 Restructure Bond Debt Restructure Senior Debt 175,000 Stock Dividend Adj to Actual - - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Net Change - - - - - 175,000 - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Ending Balance - - - - - 175,000 175,000 175,000 175,000 175,000 ====== ====== ====== ====== ====== ======= ======= ======= ======= ======= CUMULATIVE FOREIGN CURRENCY ADJUSTMENT Beginning Balance (2,294) (2,376) (2,397) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) Adj to Actual (82) (21) 7 - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- ------- Net Change (82) (21) 7 - - - - - - - ------ ------ ------ ------ ------ ------- ------- ------- ------- -------
F'CAST F'CAST F'CAST NOV-04 DEC-04 12/31/2004 ------ ------ ---------- EQUITY COMMON STOCK Beginning Balance 561,991 561,991 - Restructure Bond Interest 38,426 Restructure Bond Debt 455,000 Restructure Trade Debt 68,565 - - - - Adj to Actual - ------- ------- ---------- Net Change - - 561,991 ------- ------- ---------- Ending Balance 561,991 561,991 561,991 ======= ======= ========== ADDITIONAL PAID IN CAPITAL Beginning Balance 15,425 15,425 15,425 - - - Adj to Actual - ------- ------- ---------- Net Change - - - ------- ------- ---------- Ending Balance 15,425 15,425 15,425 ======= ======= ========== RELATED PARTY RECEIVABLE Beginning Balance - - - - - - - - - Adj to Actual - - - ------- ------- ---------- Net Change - - - ------- ------- ---------- Ending Balance - - - ======= ======= ========== PREFERRED STOCK Beginning Balance 175,000 175,000 - Restructure Bond Debt - Restructure Senior Debt 175,000 Stock Dividend 26,250 26,250 - - - Adj to Actual - ------- ------- ---------- Net Change - 26,250 201,250 ------- ------- ---------- Ending Balance 175,000 201,250 201,250 ======= ======= ========== CUMULATIVE FOREIGN CURRENCY ADJUSTMENT Beginning Balance (2,390) (2,390) (2,294) - - - Adj to Actual (96) ------- ------- ---------- Net Change - - (96) ------- ------- ----------
125 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ---------- ------ ------ ------ ------ EQUITY COMMON STOCK Beginning Balance 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991 Restructure Bond Interest Restructure Bond Debt - Restructure Trade Debt - - - - - Adj to Actual - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991 ======= ======= ======= ======= ========== ======= ======= ======= ======= ADDITIONAL PAID IN CAPITAL Beginning Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 - - - Adj to Actual - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 ======= ======= ======= ======= ========== ======= ======= ======= ======= RELATED PARTY RECEIVABLE Beginning Balance - - - - - - - - - - - - - - - Adj to Actual - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance - - - - - - - - - ======= ======= ======= ======= ========== ======= ======= ======= ======= PREFERRED STOCK Beginning Balance 201,250 201,250 201,250 201,250 201,250 241,500 241,500 241,500 241,500 Restructure Bond Debt - Restructure Senior Debt - Stock Dividend 40,250 40,250 48,300 - - - Adj to Actual - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Net Change - - - 40,250 40,250 - - - 48,300 ------- ------- ------- ------- ---------- ------- ------- ------- ------- Ending Balance 201,250 201,250 201,250 241,500 241,500 241,500 241,500 241,500 289,800 ======= ======= ======= ======= ========== ======= ======= ======= ======= CUMULATIVE FOREIGN CURRENCY ADJUSTMENT Beginning Balance (2,390) (2,390) (2,390) (2,390) (2,390) (2,390 ) (2,390) (2,390) (2,390) - - - Adj to Actual - ------- ------- ------- ------- ---------- ------- ------- ------- ------- Net Change - - - - - - - - - ------- ------- ------- ------- ---------- ------- ------- ------- -------
F'CAST F'CAST F'CAST 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- EQUITY COMMON STOCK Beginning Balance 561,991 561,991 561,991 Restructure Bond Interest Restructure Bond Debt - Restructure Trade Debt - - - - - Adj to Actual - ---------- ---------- ---------- Net Change - - - ---------- ---------- ---------- Ending Balance 561,991 561,991 561,991 ========== ========== ========== ADDITIONAL PAID IN CAPITAL Beginning Balance 15,425 15,425 15,425 - - - Adj to Actual - ---------- ---------- ---------- Net Change - - - ---------- ---------- ---------- Ending Balance 15,425 15,425 15,425 ========== ========== ========== RELATED PARTY RECEIVABLE Beginning Balance - - - - - - - - - Adj to Actual - ---------- ---------- ---------- Net Change - - - ---------- ---------- ---------- Ending Balance - - - ========== ========== ========== PREFERRED STOCK Beginning Balance 241,500 289,800 347,760 Restructure Bond Debt - Restructure Senior Debt - Stock Dividend 48,300 57,960 69,552 - - - Adj to Actual - ---------- ---------- ---------- Net Change 48,300 57,960 69,552 ---------- ---------- ---------- Ending Balance 289,800 347,760 417,312 ========== ========== ========== CUMULATIVE FOREIGN CURRENCY ADJUSTMENT Beginning Balance (2,390) (2,390) (2,390) - - - Adj to Actual - ---------- ---------- ---------- Net Change - - - ---------- ---------- ----------
126 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE (2,153) (2,090) (2,048) (1,990) (1,849) (1,811) (2,268) (2,152) (1,774) (1,659) ======= ======= ====== ====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL F'CAST NOV-03 DEC-03 12/31/2003 ------ ------ ---------- ENDING BALANCE (1,638) (2,294) (2,294) ====== ====== ==========
127 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE (2,376) (2,397) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
F'CAST F'CAST F'CAST NOV-04 DEC-04 12/31/2004 ------ ------ ---------- ENDING BALANCE (2,390) (2,390) (2,390) ====== ====== =====-====
128 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06 ------ ------ ------ ------ ---------- ------ ------ ------ ------ ENDING BALANCE (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) ====== ====== ====== ====== ========== ====== ====== ====== ======
F'CAST F'CAST F'CAST 12/31/2006 12/31/2007 12/31/2008 ---------- ---------- ---------- ENDING BALANCE (2,390) (2,390) (2,390) ========== ========== ==========
129 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 ------ ------ ------ ------ ------ ------ ------ ------ ------ RETAINED EARNINGS Beginning Balance (534,198) (538,350) (544,146) (562,029) (569,078) (569,699) (568,249) (581,890) (588,329) Net Income (4,156) (5,792) (17,884) (7,050) (621) 1,452 (13,640) (6,439) 800 Dividends Paid Other Adj to Actual 4 (4) 1 0 0 (2) (1) 0 1 ------- ------- ------- ------- ------- ------- ------- ------- ------- Net Change (4,152) (5,796) (17,883) (7,049) (621) 1,450 (13,641) (6,439) 801 ------- ------- ------- ------- ------- ------- ------- ------- ------- Ending Balance (538,350) (544,146) (562,029) (569,078) (569,699) (568,249) (581,890) (588,329) (587,528) ======= ======= ======= ======= ======= ======= ======= ======= =======
ACTUAL ACTUAL ACTUAL F'CAST OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ---------- RETAINED EARNINGS Beginning Balance (587,528) (592,657) (599,383) (534,198) Net Income (5,127) (6,728) (77,069) (142,254) Dividends Paid - Other - - - - Adj to Actual (2) 1 0 (0) ------- ------- ------- ---------- Net Change (5,129) (6,726) (77,069) (142,254) ------- ------- ------- ---------- Ending Balance (592,657) (599,383) (676,452) (676,452) ======= ======= ======= ==========
130 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 ------ ------ ------ ------ ------ ------ ------ ------ ------ RETAINED EARNINGS Beginning Balance (676,452) (685,932) (689,953) (694,065) (699,911) (703,624) (719,803) (730,685) (732,569) Net Income (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 Dividends Paid Other Adj to Actual (0) (0) 0 - - - - - - -------- -------- -------- -------- -------- -------- -------- -------- -------- Net Change (9,480) (4,021) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 -------- -------- -------- -------- -------- -------- -------- -------- -------- Ending Balance (685,932) (689,953) (694,065) (699,911) (703,624) (719,803) (730,685) (732,569) (730,852) ======== ======== ======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ---------- RETAINED EARNINGS Beginning Balance (730,852) (731,998) (733,594) (676,452) Net Income (1,146) (1,596) 1,951 (55,190) Dividends Paid (26,250) (26,250) Other - - - - Adj to Actual (0) -------- -------- -------- ---------- Net Change (1,146) (1,596) (24,299) (81,440) -------- -------- -------- ---------- Ending Balance (731,998) (733,594) (757,892) (757,892) ======== ======== ======== ==========
131 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC BALANCE SHEET ASSUMPTIONS (Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 ------ ------ ------ ------ ---------- ------ ------ ------ RETAINED EARNINGS Beginning Balance (757,892) (756,348) (756,552) (761,893) (757,892) (803,474) (806,730) (808,009) Net Income 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) Dividends Paid - - - (40,250) (40,250) - - - Other - - - - Adj to Actual - -------- -------- -------- -------- -------- -------- -------- -------- Net Change 1,544 (204) (5,340) (41,581) (45,581) (3,256) (1,279) (10,888) -------- -------- -------- -------- -------- -------- -------- -------- Ending Balance (756,348) (756,552) (761,893) (803,474) (803,474) (806,730) (808,009) (818,896) ======== ======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ---------- ---------- ---------- RETAINED EARNINGS Beginning Balance (818,896) (803,474) (872,898) (949,981) Net Income (5,702) (21,125) (19,123) (28,744) Dividends Paid (48,300) (48,300) (57,960) (69,552) Other - - - - Adj to Actual - -------- -------- -------- ---------- Net Change (54,002) (69,425) (77,083) (98,296) -------- -------- -------- ---------- Ending Balance (872,898) (872,898) (949,981) (1,048,277) ======== ======== ======== ==========
132 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 ------- ------- ------ ------- ------ ------- ------ ------- ------- ALMONT Cash Collections PPAP (Invoice) 3rd Party Sales 660 2,180 2,783 541 1,619 1,654 1,063 310 3,243 Intercompany 677 745 1,132 1,119 784 527 386 469 464 Purchases: Material Scrap Labor Burden Restructuring ------- ------- ------ ------- ------ ------- ------ ------- ------- Total Purchases - - - - - - - - - ------- ------- ------ ------- ------ ------- ------ ------- ------- Cost of Sales: Material 186 702 1,643 1,199 1,145 985 765 88 2,458 Scrap Labor 534 564 571 393 337 467 267 305 496 Burden (74) 230 158 105 123 70 (34) (71) (184) Restructuring ------- ------- ------ ------- ------ ------- ------ ------- ------- Total COS 646 1,496 2,371 1,697 1,605 1,521 998 321 2,770 ------- ------- ------ ------- ------ ------- ------ ------- ------- VENTURE MOLD & ENG (PURCHASES BASED ON DELUXE SALES TO VME) Cash Collections PPAP (Invoice) Sales 2,582 1,415 2,205 1,970 98 1,534 2,661 2,677 2,438 Purchases: Material Scrap Labor Burden Restructuring ------- ------- ------ ------- ------ ------- ------ ------- ------- Total Purchases - - - - - - - - - ------- ------- ------ ------- ------ ------- ------ ------- ------- Cost of Sales: Material 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993 Scrap Labor Burden Restructuring ------- ------- ------ ------- ------ ------- ------ ------- ------- Total COS 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993 ------- ------- ------ ------- ------ ------- ------ ------- ------- OCT-03 NOV-03 DEC-03 2003 ------- ------- ------ ------- ALMONT Cash Collections - PPAP (Invoice) - 3rd Party Sales (924) 294 1,092 14,515 Intercompany 784 499 841 8,425 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------- ------- ------ ------- Total Purchases - - - - ------- ------- ------ ------- Cost of Sales: Material (524) (80) 434 9,000 Scrap - Labor 422 405 635 5,395 Burden 39 (88) (16) 257 Restructuring - ------- ------- ------ ------- Total COS (64) 237 1,053 14,652 ------- ------- ------ ------- VENTURE MOLD & ENG (PURCHASES BASED ON DELUXE SALES TO VME) Cash Collections - PPAP (Invoice) - Sales 1,092 1,139 515 20,326 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------- ------- ------ ------- Total Purchases - - - - ------- ------- ------ ------- Cost of Sales: Material 819 854 (192) 15,179 Scrap - Labor - Burden - Restructuring - ------- ------- ------ ------- Total COS 819 854 (192) 15,179 ------- ------- ------ -------
133 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 -------- ------- ------ ------- ------- ------ ------ ------- ALMONT Cash Collections 1,236 - 164 102 - PPAP (Invoice) 166 - - 2,608 2,720 3rd Party Sales 824 855 4,566 102 - - 12,438 - Intercompany 291 1,203 665 360 360 360 360 360 Purchases: Material 368 292 535 11,639 404 Scrap - - - - - Labor 139 139 255 560 192 Burden 22 22 42 94 31 Restructuring - - - - - -------- ------- ------ ------- ------- ------ ------ ------- Total Purchases - - - 529 453 832 12,294 627 -------- ------- ------ ------- ------- ------ ------ ------- Cost of Sales: Material 230 648 3,441 251 175 175 12,389 175 Scrap Labor 568 487 544 84 84 84 319 84 Burden (101) 184 (2) 12 12 12 53 12 Restructuring -------- ------- ------ ------- ------- ------ ------ ------- Total COS 698 1,319 3,984 347 271 271 12,761 271 -------- ------- ------ ------- ------- ------ ------ ------- VENTURE MOLD & ENG (PURCHASES BASED ON DELUXE SALES TO VME) Cash Collections 3,451 832 1,888 8,124 1,266 PPAP (Invoice) 1,631 7,867 1,009 250 545 Sales 990 1,879 1,523 250 2,777 250 250 3,128 Purchases: Material 380 341 579 914 645 Scrap - - - - - Labor 535 480 815 1,286 908 Burden 113 101 172 271 191 Restructuring - - - - - -------- ------- ------ ------- ------- ------ ------ ------- Total Purchases - - - 1,027 923 1,566 2,471 1,745 -------- ------- ------ ------- ------- ------ ------ ------- Cost of Sales: Material 742 1,409 1,186 188 2,083 188 188 2,346 Scrap Labor Burden Restructuring -------- ------- ------ ------- ------- ------ ------ ------- Total COS 742 1,409 1,186 188 2,083 188 188 2,346 -------- ------- ------ ------- ------- ------ ------ ------- SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------- ------- -------- ALMONT Cash Collections - 5,329 - - 6,831 PPAP (Invoice) - - - - 5,495 3rd Party Sales - - - - 18,785 Intercompany 360 360 360 360 5,400 Purchases: Material 404 404 1,391 539 15,976 Scrap - - - - - Labor 192 192 663 257 2,590 Burden 31 31 112 42 427 Restructuring - - - - - ------ ------ ------- ------- -------- Total Purchases 627 627 2,165 838 18,993 ------ ------ ------- ------- -------- Cost of Sales: Material 175 175 175 175 18,188 Scrap - Labor 84 84 84 84 2,587 Burden 12 12 12 12 232 Restructuring - ------ ------ ------- ------- -------- Total COS 271 271 271 271 21,007 ------ ------ ------- ------- -------- VENTURE MOLD & ENG (PURCHASES BASED ON DELUXE SALES TO VME) Cash Collections 413 708 615 413 17,710 PPAP (Invoice) 452 250 250 4,233 16,488 Sales 250 250 2,777 11,250 25,573 Purchases: Material 567 567 567 504 5,063 Scrap - - - - - Labor 798 798 798 709 7,126 Burden 168 168 168 149 1,500 Restructuring - - - - - ------ ------ ------- ------- -------- Total Purchases 1,532 1,532 1,532 1,361 13,689 ------ ------ ------- ------- -------- Cost of Sales: Material 188 188 2,083 8,438 19,223 Scrap - Labor - Burden - Restructuring - ------ ------ ------- ------- -------- Total COS 188 188 2,083 8,438 19,223 ------ ------ ------- ------- --------
134 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ------ ------ ------ ------ ------ ------- ------ ALMONT Cash Collections - - 5,150 11,692 16,843 7,960 2,000 PPAP (Invoice) - 3,100 11,692 3,010 17,803 9,000 - 3rd Party Sales - 5,150 11,692 7,960 24,803 2,000 8,105 Intercompany 1,080 1,080 1,080 1,080 4,320 1,080 1,080 Purchases: Material 2,088 5,447 11,501 2,717 21,752 2,275 1,587 Scrap - - - - - - - Labor 995 1,118 886 837 3,835 1,084 756 Burden 165 186 146 138 635 180 124 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------- ------ Total Purchases 3,247 6,751 12,533 3,691 26,223 3,540 2,467 ------ ------ ------ ------ ------ ------- ------ Cost of Sales: Material 526 4,625 11,167 4,895 21,212 1,500 4,473 Scrap - Labor 251 726 726 1,875 3,578 715 2,131 Burden 37 119 119 317 591 117 361 Restructuring - ------ ------ ------ ------ ------ ------- ------ Total COS 813 5,470 12,012 7,086 25,381 2,331 6,965 ------ ------ ------ ------ ------ ------- ------ VENTURE MOLD & ENG (PURCHASES BASED ON DELUXE SALES TO VME) Cash Collections 4,733 11,537 16 - 16,286 11,000 6,500 PPAP (Invoice) 11,787 16 - - 11,803 17,500 - Sales 6,500 - - 9,000 15,500 - 11,200 Purchases: Material 1,058 1,134 813 717 3,721 1,613 929 Scrap - - - - - - - Labor 1,489 1,596 1,144 1,009 5,238 2,270 1,308 Burden 314 336 241 212 1,103 478 275 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------- ------ Total Purchases 2,861 3,066 2,197 1,938 10,062 4,361 2,512 ------ ------ ------ ------ ------ ------- ------ Cost of Sales: Material 4,875 - - 6,750 11,625 - 8,400 Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ ------- ------ Total COS 4,875 - - 6,750 11,625 - 8,400 ------ ------ ------ ------ ------ ------- ------ SEP-06 DEC-06 2006 2007 2008 ------- ------ ------ ------ ------ ALMONT Cash Collections 8,105 3,000 21,065 10,200 10,000 PPAP (Invoice) 11,105 - 20,105 10,200 10,000 3rd Party Sales 3,000 - 13,105 10,200 10,000 Intercompany 1,080 1,080 4,320 4,320 4,320 Purchases: Material 1,077 1,024 5,963 6,176 6,487 Scrap - - - - - Labor 513 488 2,841 2,942 3,090 Burden 82 78 464 481 507 Restructuring - - - - - ------- ------ ------ ------ ------ Total Purchases 1,671 1,589 9,268 9,599 10,084 ------- ------ ------ ------ ------ Cost of Sales: Material 1,987 526 8,486 7,071 6,974 Scrap - Labor 947 251 4,043 3,369 3,322 Burden 157 37 671 555 547 Restructuring - ------- ------ ------ ------ ------ Total COS 3,090 813 13,200 10,995 10,843 ------- ------ ------ ------ ------ VENTURE MOLD & ENG (PURCHASES BASED ON DELUXE SALES TO VME) Cash Collections - 9,000 26,500 26,200 26,500 PPAP (Invoice) 9,000 - 26,500 26,200 26,500 Sales - 15,000 26,200 26,500 26,500 Purchases: Material 683 501 3,726 5,231 5,366 Scrap - - - - - Labor 961 705 5,244 7,361 7,553 Burden 202 148 1,104 1,550 1,590 Restructuring - - - - - ------- ------ ------ ------ ------ Total Purchases 1,847 1,354 10,074 14,142 14,509 ------- ------ ------ ------ ------ Cost of Sales: Material - 11,250 19,650 19,875 19,875 Scrap - Labor - Burden - Restructuring - ------- ------ ------ ------ ------ Total COS - 11,250 19,650 19,875 19,875 ------- ------ ------ ------ ------
135 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------ ------ ------ ------- ------ ------- ------ ------ DELUXE (COST STRUCTURE FOR DELUXE 3RD PARTY SALES) Cash Collections PPAP (Invoice) Sales Purchases: Material Scrap Labor Burden Restructuring ------ ------ ------ ------- ------ ------- ------ ------ Total Purchases - - - - - - - - ------ ------ ------ ------- ------ ------- ------ ------ Cost of Sales: Material Scrap Labor Burden Restructuring ------ ------ ------ ------- ------ ------- ------ ------ Total COS - - - - - - - - ------ ------ ------ ------- ------ ------- ------ ------ TOTAL TOOLING (DOES NOT INCLUDE DELUXE & USES PREPAYMENTS FOR MOLD PURCHASES) Cash Collections - - - - - - - - PPAP (Invoice) - - - - - - - - Sales 3,241 3,595 4,988 2,511 1,718 3,189 3,723 2,986 Purchases: Material - - - - - - - - Scrap - - - - - - - - Labor - - - - - - - - Burden - - - - - - - - Restructuring - - - - - - - - ------ ------ ------ ------- ------ ------- ------ ------ Total Purchases - - - - - - - - ------ ------ ------ ------- ------ ------- ------ ------ Cost of Sales: Material 2,445 1,568 3,117 2,853 1,263 2,135 2,776 2,260 Scrap - - - - - - - - Labor 534 564 571 393 337 467 267 305 Burden (74) 230 158 105 123 70 (34) (71) Restructuring - - - - - - - - ------ ------ ------ ------- ------ ------- ------ ------ Total COS 2,904 2,362 3,846 3,351 1,723 2,672 3,009 2,494 ------ ------ ------ ------- ------ ------- ------ ------ SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ----- ------ DELUXE (COST STRUCTURE FOR DELUXE 3RD PARTY SALES) Cash Collections - - - - PPAP (Invoice) - - 106 106 Sales 100 749 295 1,144 Purchases: Material 63 115 92 269 Scrap - - - - Labor 89 161 129 379 Burden 19 34 27 80 Restructuring - - - - ------ ------ ------ ----- ------ Total Purchases - 170 310 248 727 ------ ------ ------ ----- ------ Cost of Sales: Material 27 202 80 309 Scrap - - - - Labor 38 285 112 435 Burden 8 60 24 92 Restructuring - - - - ------ ------ ------ ----- ------ Total COS - 73 547 215 835 ------ ------ ------ ----- ------ TOTAL TOOLING (DOES NOT INCLUDE DELUXE & USES PREPAYMENTS FOR MOLD PURCHASES) Cash Collections - - - - - PPAP (Invoice) - - - - - Sales 5,681 168 1,433 1,608 34,841 Purchases: Material - 1,299 1,013 (44) 2,267 Scrap - - - - - Labor - - - - - Burden - - - - - Restructuring - - - - - ------ ------ ------ ----- ------ Total Purchases - 1,299 1,013 (44) 2,267 ------ ------ ------ ----- ------ Cost of Sales: Material 4,450 295 774 242 24,179 Scrap - - - - - Labor 496 422 405 635 5,395 Burden (184) 39 (88) (16) 257 Restructuring - - - - - ------ ------ ------ ----- ------ Total COS 4,763 755 1,091 861 29,831 ------ ------ ------ ----- ------
DELUXE - ED&D 136 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 ------ ------ ------ ------- ------- ------ ------ ------- DELUXE (COST STRUCTURE FOR DELUXE 3RD PARTY SALES) Cash Collections - 106 327 435 700 495 685 450 PPAP (Invoice) 327 435 700 495 685 450 450 450 Sales 450 685 450 450 450 885 450 450 Purchases: Material 134 141 134 133 130 1,262 648 648 Scrap - - - - - - - - Labor 189 198 188 187 183 1,776 912 912 Burden 40 42 40 39 39 374 192 192 Restructuring - - - - - - - - ------ ------ ------ ------- ------- ------ ------ ------- Total Purchases 363 380 361 360 351 3,412 1,752 1,752 ------ ------ ------ ------- ------- ------ ------ ------- Cost of Sales: Material 122 185 122 122 122 239 122 122 Scrap - - - - - - - - Labor 171 260 171 171 171 336 171 171 Burden 36 55 36 36 36 71 36 36 Restructuring - - - - - - - - ------ ------ ------ ------- ------- ------ ------ ------- Total COS 329 500 329 329 329 646 329 329 ------ ------ ------ ------- ------- ------ ------ ------- TOTAL TOOLING (DOES NOT INCLUDE DELUXE & USES PREPAYMENTS FOR MOLD PURCHASES) Cash Collections - - - 4,687 832 2,052 8,226 1,266 PPAP (Invoice) - - - 1,797 7,867 1,009 2,858 3,265 Sales 1,813 2,734 6,089 352 2,777 250 12,688 3,128 Purchases: Material 2,094 125 2,561 2,781 292 3,144 15,850 3,135 Scrap - - - - - - - - Labor - - - 139 139 255 560 192 Burden - - - 22 22 42 94 31 Restructuring - - - - - - - - ------ ------ ------ ------- ------- ------ ------ ------- Total Purchases 2,094 125 2,561 2,941 453 3,441 16,504 3,358 ------ ------ ------ ------- ------- ------ ------ ------- Cost of Sales: Material 973 2,057 4,627 439 2,258 363 12,577 2,521 Scrap - - - - - - - - Labor 568 487 544 84 84 84 319 84 Burden (101) 184 (2) 12 12 12 53 12 Restructuring - - - - - - - - ------ ------ ------ ------- ------- ------ ------ ------- Total COS 1,440 2,728 5,169 535 2,354 459 12,949 2,617 ------ ------ ------ ------- ------- ------ ------ ------- SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------- ------ ------ DELUXE (COST STRUCTURE FOR DELUXE 3RD PARTY SALES) Cash Collections 450 450 885 450 5,433 PPAP (Invoice) 885 450 450 450 6,227 Sales 450 450 12,050 450 17,670 Purchases: Material 743 694 694 326 5,688 Scrap - - - - - Labor 1,045 977 977 459 8,005 Burden 220 206 206 97 1,685 Restructuring - - - - - ------ ------ ------- ------ ------ Total Purchases 2,008 1,878 1,878 883 15,378 ------ ------ ------- ------ ------ Cost of Sales: Material 122 122 3,254 122 4,771 Scrap - - - - - Labor 171 171 4,579 171 6,715 Burden 36 36 964 36 1,414 Restructuring - - - - - ------ ------ ------- ------ ------ Total COS 329 329 8,797 329 12,899 ------ ------ ------- ------ ------ TOTAL TOOLING (DOES NOT INCLUDE DELUXE & USES PREPAYMENTS FOR MOLD PURCHASES) Cash Collections 413 6,037 615 413 24,541 PPAP (Invoice) 452 250 250 4,233 21,983 Sales 250 250 2,777 11,250 44,358 Purchases: Material 654 2,979 2,873 639 37,126 Scrap - - - - - Labor 192 192 663 257 2,590 Burden 31 31 112 42 427 Restructuring - - - - - ------ ------ ------- ------ ------ Total Purchases 877 3,202 3,648 938 40,143 ------ ------ ------- ------ ------ Cost of Sales: Material 363 363 2,258 8,613 37,411 Scrap - - - - - Labor 84 84 84 84 2,587 Burden 12 12 12 12 232 Restructuring - - - - - ------ ------ ------- ------ ------ Total COS 459 459 2,354 8,709 40,230 ------ ------ ------- ------ ------ 9% 4,128
DELUXE - ED&D 137 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ------ ------ ------ ------ ------ ------- ------ DELUXE (COST STRUCTURE FOR DELUXE 3RD PARTY SALES) Cash Collections 1,350 450 1,350 18,820 21,970 2,142 1,350 PPAP (Invoice) 900 1,350 18,820 2,142 23,212 1,350 1,350 Sales 8,012 1,350 1,350 1,350 12,062 1,350 1,350 Purchases: Material 824 585 443 367 2,219 365 365 Scrap - - - - - - - Labor 1,159 823 624 517 3,123 513 513 Burden 244 173 131 109 658 108 108 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------- ------ Total Purchases 2,227 1,582 1,199 993 6,000 986 986 ------ ------ ------ ------ ------ ------- ------ Cost of Sales: Material 2,163 365 365 365 3,257 365 365 Scrap - - - - - - - Labor 3,045 513 513 513 4,584 513 513 Burden 641 108 108 108 965 108 108 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------- ------ Total COS 5,849 986 986 986 8,805 986 986 ------ ------ ------ ------ ------ ------- ------ TOTAL TOOLING (DOES NOT INCLUDE DELUXE & USES PREPAYMENTS FOR MOLD PURCHASES) Cash Collections 4,733 11,537 5,167 11,692 33,129 18,960 8,500 PPAP (Invoice) 11,787 3,116 11,692 3,010 29,606 26,500 - Sales 6,500 5,150 11,692 16,960 40,303 2,000 19,305 Purchases: Material 7,009 10,487 13,526 6,062 37,084 9,513 1,587 Scrap - - - - - - - Labor 995 1,118 886 837 3,835 1,084 756 Burden 165 186 146 138 635 180 124 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------- ------ Total Purchases 8,169 11,792 14,558 7,036 41,555 10,777 2,467 ------ ------ ------ ------ ------ ------- ------ Cost of Sales: Material 5,401 4,625 11,167 11,645 32,837 1,500 12,873 Scrap - - - - - - - Labor 251 726 726 1,875 3,578 715 2,131 Burden 37 119 119 317 591 117 361 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------- ------ Total COS 5,688 5,470 12,012 13,836 37,006 2,331 15,365 ------ ------ ------ ------ ------ ------- ------ 8% 3,297 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ DELUXE (COST STRUCTURE FOR DELUXE 3RD PARTY SALES) Cash Collections 1,350 1,350 6,192 2,700 5,400 PPAP (Invoice) 1,350 1,350 5,400 5,400 5,400 Sales 1,350 1,350 5,400 5,400 5,400 Purchases: Material 365 365 1,458 1,458 1,458 Scrap - - - - - Labor 513 513 2,052 2,052 2,052 Burden 108 108 432 432 432 Restructuring - - - - - ------ ------ ------ ------ ------ Total Purchases 986 986 3,942 3,942 3,942 ------ ------ ------ ------ ------ Cost of Sales: Material 365 365 1,458 1,458 1,458 Scrap - - - - - Labor 513 513 2,052 2,052 2,052 Burden 108 108 432 432 432 Restructuring - - - - - ------ ------ ------ ------ ------ Total COS 986 986 3,942 3,942 3,942 ------ ------ ------ ------ ------ TOTAL TOOLING (DOES NOT INCLUDE DELUXE & USES PREPAYMENTS FOR MOLD PURCHASES) Cash Collections 8,105 12,000 47,565 36,400 36,500 PPAP (Invoice) 20,105 - 46,605 36,400 36,500 Sales 3,000 15,000 39,305 36,700 36,500 Purchases: Material 5,127 1,024 17,251 26,028 26,362 Scrap - - - - - Labor 513 488 2,841 2,942 3,090 Burden 82 78 464 481 507 Restructuring - - - - - ------ ------ ------ ------ ------ Total Purchases 5,721 1,589 20,555 29,452 29,959 ------ ------ ------ ------ ------ Cost of Sales: Material 1,987 11,776 28,136 26,946 26,849 Scrap - - - - - Labor 947 251 4,043 3,369 3,322 Burden 157 37 671 555 547 Restructuring - - - - - ------ ------ ------ ------ ------ Total COS 3,090 12,063 32,850 30,870 30,718 ------ ------ ------ ------ ------ 16% 16% 16% 6,455 5,830 5,782
DELUXE - ED&D 138 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------ ------ ------ ------ ------ ------ ------ ------ Cash Collections PPAP (Invoice) Sales Purchases: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total Purchases - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Cost of Sales: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total COS - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ALMONT - ED&D Cash Collections PPAP (Invoice) Sales Purchases: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total Purchases - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Cost of Sales: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total COS - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ED&D CALCULATION: Hummer SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ----- Cash Collections 929 815 813 2,557 PPAP (Invoice) - Sales 929 815 813 2,557 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ----- Total Purchases - - - - - ------ ------ ------ ------ ----- Cost of Sales: Material 27 27 27 80 Scrap - - - - Labor 781 781 781 2,342 Burden 78 78 78 235 Restructuring - - - - ------ ------ ------ ------ ----- Total COS - 886 886 886 2,657 ------ ------ ------ ------ ----- ALMONT - ED&D Cash Collections - PPAP (Invoice) - Sales - Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ----- Total Purchases - - - - - ------ ------ ------ ------ ----- Cost of Sales: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ----- Total COS - - - - - ------ ------ ------ ------ ----- ED&D CALCULATION: Hummer
139 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 ------ ------ ------ ------ ------ ------ ------ ------ Cash Collections 486 322 490 339 404 465 212 628 PPAP (Invoice) Sales 486 322 490 339 404 465 212 628 Purchases: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total Purchases - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Cost of Sales: Material 52 52 52 52 52 52 52 52 Scrap - - - - - - - - Labor 770 770 770 770 770 770 770 770 Burden 79 79 79 79 79 79 79 79 Restructuring - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Total COS 901 901 901 901 901 901 901 901 ------ ------ ------ ------ ------ ------ ------ ------ ALMONT - ED&D Cash Collections 279 316 275 271 303 127 271 PPAP (Invoice) Sales 279 316 275 271 303 127 271 Purchases: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total Purchases - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Cost of Sales: Material Scrap Labor Burden Restructuring ------ ------ ------ ------ ------ ------ ------ ------ Total COS - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ED&D CALCULATION: Hummer 1,512 2,753 3,848 2,782 3,230 3,531 1,309 2,909 52.25 52.25 52.25 52.25 52.25 52.25 52.25 52.25 ------ ------ ------ ------ ------ ------ ------ ------ 79 144 201 145 169 184 68 152 ------ ------ ------ ------ ------ ------ ------ ------ SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ Cash Collections 1,043 982 822 916 7,109 PPAP (Invoice) - Sales 1,043 982 822 916 7,109 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ Total Purchases - - - - - ------ ------ ------ ------ ------ Cost of Sales: Material 52 52 52 52 620 Scrap - - - - - Labor 770 770 770 770 9,240 Burden 79 79 79 79 950 Restructuring - - - - - ------ ------ ------ ------ ------ Total COS 901 901 901 901 10,810 ------ ------ ------ ------ ------ ALMONT - ED&D Cash Collections 258 254 217 194 2,766 PPAP (Invoice) - Sales 258 254 217 194 2,766 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ Total Purchases - - - - - ------ ------ ------ ------ ------ Cost of Sales: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ Total COS - - - - - ------ ------ ------ ------ ------ ED&D CALCULATION: Hummer 3,476 2,895 2,327 2,473 33,045 52.25 52.25 52.25 52.25 52.25 ------ ------ ------ ------ ------ 182 151 122 129 1,727 ------ ------ ------ ------ ------
140 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ------ ------ ------ ------ ------ ------ ------ Cash Collections 2,752 2,795 2,268 2,259 10,075 2,619 2,476 PPAP (Invoice) - Sales 2,752 2,795 2,268 2,259 10,075 2,619 2,476 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ ------ ------ Total Purchases - - - - - - - ------ ------ ------ ------ ------ ------ ------ Cost of Sales: Material 54 54 54 54 217 43 43 Scrap - - - - - - - Labor 675 675 675 675 2,700 484 484 Burden 83 83 83 83 333 65 65 Restructuring - - - - - - - ------ ------ ------ ------ ------ ------ ------ Total COS 812 812 812 812 3,250 592 592 ------ ------ ------ ------ ------ ------ ------ ALMONT - ED&D Cash Collections 776 785 433 433 2,427 325 325 PPAP (Invoice) - Sales 776 785 433 433 2,427 325 325 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ ------ ------ Total Purchases - - - - - - - ------ ------ ------ ------ ------ ------ ------ Cost of Sales: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ ------ ------ Total COS - - - - - - - ------ ------ ------ ------ ------ ------ ------ ED&D CALCULATION: Hummer 8,208 8,360 7,144 7,448 31,160 8,056 7,904 52.25 52.25 52.25 52.25 52.25 52.25 52.25 ------ ------ ------ ------ ------ ------ ------ 429 437 373 389 1,628 421 413 ------ ------ ------ ------ ------ ------ ------ SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------ Cash Collections 1,906 1,885 8,886 9,036 7,793 PPAP (Invoice) - Sales 1,906 1,885 8,886 9,036 7,793 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ Total Purchases - - - - - ------ ------ ------ ------ ------ Cost of Sales: Material 43 43 171 144 151 Scrap - - - - - Labor 484 484 1,936 2,276 2,231 Burden 65 65 262 220 231 Restructuring - - - - - ------ ------ ------ ------ ------ Total COS 592 592 2,369 2,640 2,613 ------ ------ ------ ------ ------ ALMONT - ED&D Cash Collections 325 325 1,301 23 23 PPAP (Invoice) - Sales 325 325 1,301 23 23 Purchases: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ Total Purchases - - - - - ------ ------ ------ ------ ------ Cost of Sales: Material - Scrap - Labor - Burden - Restructuring - ------ ------ ------ ------ ------ Total COS - - - - - ------ ------ ------ ------ ------ ED&D CALCULATION: Hummer 6,840 6,840 29,640 28,597 26,566 52.25 52.25 52.25 52.25 52.25 ------ ------ ------ ------ ------ 357 357 1,549 1,494 1,388 ------ ------ ------ ------ ------
141 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------ ------ ------ ------ ------ ------ ------ ------ GMT 610 560 Program Total SI Other ED&D Total ED&D SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ---- GMT 610 560 Program Total SI Other ED&D Total ED&D
142 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- GMT 610 13,243 13,973 17,388 12,800 14,080 16,128 6,400 14,080 16,896 14,080 10,880 11,648 161,596 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- 116 122 152 112 123 141 56 123 148 123 95 102 1,411 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- 560 Program 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 20,000 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- 19 19 19 19 19 19 19 19 19 19 19 19 233 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Total SI 214 285 372 277 311 345 144 294 349 294 236 250 3,370 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Other ED&D 272 316 434 338 364 423 196 605 952 943 803 859 6,504 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- Total ED&D 486 601 806 614 675 767 340 899 1,301 1,236 1,039 1,110 9,875 ====== ====== ====== ====== ====== ====== ===== ====== ====== ====== ====== ====== =======
143 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- GMT 610 41,536 42,944 37,312 38,720 160,512 43,648 42,240 37,312 38,016 161,216 178,063 178,181 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- 363 375 326 338 1,401 381 369 326 332 1,407 1,554 1,556 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- 560 Program 5,000 5,000 5,000 5,000 20,000 - 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- 58 58 58 58 233 - - - - - - - ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- Total SI 850 870 757 785 3,262 802 782 683 689 2,956 3,049 2,944 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- Other ED&D 2,679 2,710 1,944 1,907 9,239 2,142 2,020 1,548 1,521 7,231 6,011 4,872 ------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- ------- Total ED&D 3,528 3,580 2,701 2,692 12,501 2,944 2,802 2,232 2,210 10,187 9,059 7,816 ====== ====== ====== ====== ======= ====== ====== ====== ====== ======= ======= =======
144 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 ------ ------ ------ ------ ------ ------ ------ ------ DELUXE RELATED PARTY CALC Prepayments from VME ED&D - - - - - - 3rd Party Collections - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Inflows - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ Purchases - - - - - - Cost of ED&D - - - - - - Deluxe SG&A ------ ------ ------ ------ ------ ------ ------ ------ Net Deluxe Cash Flow - - - - - - ====== ====== ====== ====== ====== ====== ====== ====== SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ DELUXE RELATED PARTY CALC Prepayments from VME 1,299 1,013 (44) 2,267 ED&D - 929 815 813 2,557 3rd Party Collections - - - - - ------ ------ ------ ------ ------ Inflows - 2,228 1,827 769 4,825 ------ ------ ------ ------ ------ Purchases - (170) (310) (248) (727) Cost of ED&D - (886) (886) (886) (2,657) Deluxe SG&A (1,012) (1,012) (1,012) (3,035) ------ ------ ------ ------ ------ Net Deluxe Cash Flow - 161 (380) (1,376) (1,596) ====== ====== ====== ====== ======
145 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ DELUXE RELATED PARTY CALC Prepayments from VME 2,094 125 2,561 2,413 (0) 2,609 4,210 ED&D 486 322 490 339 404 465 212 3rd Party Collections - 106 327 435 700 495 685 ------ ------ ------ ------ ------ ------ ------ Inflows 2,580 553 3,378 3,187 1,104 3,568 5,108 ------ ------ ------ ------ ------ ------ ------ Purchases (363) (380) (361) (1,387) (1,274) (4,978) (4,222) Cost of ED&D (901) (901) (901) (901) (901) (901) (901) Deluxe SG&A (969) (969) (969) (792) (792) (792) (792) ------ ------ ------ ------ ------ ------ ------ Net Deluxe Cash Flow 347 (1,696) 1,147 108 (1,863) (3,102) (807) ====== ====== ====== ====== ====== ====== ====== AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------- DELUXE RELATED PARTY CALC Prepayments from VME 2,731 250 2,575 1,483 100 21,149 ED&D 628 1,043 982 822 916 7,109 3rd Party Collections 450 450 450 885 450 5,433 ------ ------ ------ ------ ------ ------- Inflows 3,809 1,743 4,007 3,189 1,4663 3,692 ------ ------ ------ ------ ------ ------- Purchases (3,497) (3,541) (3,410) (3,410) (2,244) (29,067) Cost of ED&D (901) (901) (901) (901) (901) (10,810) Deluxe SG&A (792) (792) (792) (792) (792) (10,031) ------ ------ ------ ------ ------ ------- Net Deluxe Cash Flow (1,380) (3,491) (1,095) (1,913) (2,471) (16,216) ====== ====== ====== ====== ====== =======
146 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 ------ ------ ------ ------ ------- DELUXE RELATED PARTY CALC Prepayments from VME 4,922 5,040 2,025 3,345 15,332 ED&D 2,752 2,795 2,268 2,259 10,075 3rd Party Collections 1,350 450 1,350 18,820 21,970 ------ ------ ------ ------ ------- Inflows 9,024 8,285 5,643 24,425 47,377 ------ ------ ------ ------ ------- Purchases (5,088) (4,647) (3,396) (2,931) (16,062) Cost of ED&D (812) (812) (812) (812) (3,250) Deluxe SG&A (2,494) (2,494) (2,494) (2,494) (9,975) ------ ------ ------ ------ ------- Net Deluxe Cash Flow 630 332 (1,058) 18,187 18,090 ====== ====== ====== ====== ======= MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ------- ------- ------- DELUXE RELATED PARTY CALC Prepayments from VME 7,238 - 4,050 - 11,288 19,853 19,875 ED&D 2,619 2,476 1,906 1,885 8,886 9,036 7,793 3rd Party Collections 2,142 1,350 1,350 1,350 6,192 2,700 5,400 ------ ------ ------ ------ ------- ------- ------- Inflows 11,999 3,826 7,306 3,235 26,366 31,589 33,068 ------ ------ ------ ------ ------- ------- ------- Purchases (5,347) (3,497) (2,832) (2,340) (14,016) (18,084) (18,451) Cost of ED&D (592) (592) (592) (592) (2,369) (2,640) (2,613) Deluxe SG&A (2,618) (2,618) (2,618) (2,618) (10,474) (10,997) (11,547) ------ ------ ------ ------ ------- ------- ------- Net Deluxe Cash Flow 3,441 (2,882) 1,263 (2,316) (493) (133) 458 ====== ====== ====== ====== ======= ======= =======
147 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ PRE-PETITION DEBT PRE-PETITION REVOLVER BEGINNING BALANCE 171,427 171,423 171,415 169,906 169,906 169,989 169,986 Borrowings 83 Amortization (4) (8) (1,509) (3) (3) Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 171,423 171,415 169,906 169,906 169,989 169,986 169,983 ======= ======= ======= ======= ======= ======= ======= TERM DEBT TERM LOAN A BEGINNING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 24,514 Borrowings Amortization Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 24,514 ======= ======= ======= ======= ======= ======= ======= TERM LOAN B BEGINNING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 180,813 Borrowings Amortization Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 180,813 ======= ======= ======= ======= ======= ======= ======= TERM LOAN C BEGINNING BALANCE 49,109 49,109 49,109 49,109 49,223 49,271 49,320 Borrowings 114 48 49 41 Amortization Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 49,109 49,109 49,109 49,223 49,271 49,320 49,361 ======= ======= ======= ======= ======= ======= ======= TOTAL TERM DEBT BEGINNING BALANCE 254,436 254,436 254,436 254,436 254,550 254,598 254,647 Borrowings - - - 114 48 49 41 Amortization - - - - - - - Adjustments - - - - - - - ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 254,436 254,436 254,436 254,550 254,598 254,647 254,688 ======= ======= ======= ======= ======= ======= ======= AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- PRE-PETITION DEBT PRE-PETITION REVOLVER BEGINNING BALANCE 169,983 169,980 169,980 169,980 169,980 171,427 Borrowings 83 Amortization (3) (1,530) Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 169,980 169,980 169,980 169,980 169,980 169,980 ======= ======= ======= ======= ======= ======== TERM DEBT TERM LOAN A BEGINNING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 Borrowings - Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 ======= ======= ======= ======= ======= ======== TERM LOAN B BEGINNING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 Borrowings - Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 ======= ======= ======= ======= ======= ======== TERM LOAN C BEGINNING BALANCE 49,361 49,411 49,475 49,525 49,582 49,109 Borrowings 50 64 50 57 51 524 Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 49,411 49,475 49,525 49,582 49,633 49,633 ======= ======= ======= ======= ======= ======== TOTAL TERM DEBT BEGINNING BALANCE 254,688 254,738 254,802 254,852 254,909 254,436 Borrowings 50 64 50 57 51 524 Amortization - - - - - - Adjustments - - - - - - ------- ------- ------- ------- ------- -------- ENDING BALANCE 254,738 254,802 254,852 254,909 254,960 254,960 ======= ======= ======= ======= ======= ========
148 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ PRE-PETITION DEBT PRE-PETITION REVOLVER BEGINNING BALANCE 169,980 169,980 169,980 169,980 169,980 169,980 - Borrowings Amortization (169,980) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 169,980 169,980 169,980 169,980 169,980 - - ======= ======= ======= ======= ======= ======== ====== TERM DEBT TERM LOAN A BEGINNING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 - Borrowings Amortization (24,514) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 24,514 24,514 24,514 24,514 24,514 - - ======= ======= ======= ======= ======= ======== ====== TERM LOAN B BEGINNING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 - Borrowings Amortization (180,813) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 180,813 180,813 180,813 180,813 180,813 - - ======= ======= ======= ======= ======= ======== ====== TERM LOAN C BEGINNING BALANCE 49,633 49,670 49,670 49,750 49,750 49,750 - Borrowings 37 80 Amortization (49,750) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 49,670 49,670 49,750 49,750 49,750 - - ======= ======= ======= ======= ======= ======== ====== TOTAL TERM DEBT BEGINNING BALANCE 254,960 254,997 254,997 255,077 255,077 255,077 - Borrowings 37 - 80 - - - - Amortization - - - - - (255,077) - Adjustments - - - - - - - ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 254,997 254,997 255,077 255,077 255,077 - - ======= ======= ======= ======= ======= ======== ====== AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- PRE-PETITION DEBT PRE-PETITION REVOLVER BEGINNING BALANCE - - - - - 169,980 Borrowings - Amortization (169,980) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= TERM DEBT TERM LOAN A BEGINNING BALANCE - - - - - 24,514 Borrowings Amortization (24,514) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= TERM LOAN B BEGINNING BALANCE - - - - - 180,813 Borrowings - Amortization (180,813) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= TERM LOAN C BEGINNING BALANCE - - - - - 49,633 Borrowings 117 Amortization (49,750) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= TOTAL TERM DEBT BEGINNING BALANCE - - - - - 254,960 Borrowings - - - - - 117 Amortization - - - - - (255,077) Adjustments - - - - - - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== =========
149 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 ------ ------ ------ ------ ---------- ------ PRE-PETITION DEBT PRE-PETITION REVOLVER BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ------ ENDING BALANCE - - - - - - ====== ====== ====== ====== ========== ====== TERM DEBT TERM LOAN A BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ------ ENDING BALANCE - - - - - - ====== ====== ====== ====== ========== ====== TERM LOAN B BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ------ ENDING BALANCE - - - - - - ====== ====== ====== ====== ========== ====== TERM LOAN C BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ------ ENDING BALANCE - - - - - - ====== ====== ====== ====== ========== ====== TOTAL TERM DEBT BEGINNING BALANCE - - - - - - Borrowings - - - - - - Amortization - - - - - - Adjustments - - - - - - ------ ------ ------ ------ ---------- ------ ENDING BALANCE - - - - - - ====== ====== ====== ====== ========== ====== JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ---------- ---------- ---------- PRE-PETITION DEBT PRE-PETITION REVOLVER BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - ====== ====== ====== ========== ========== ========== TERM DEBT TERM LOAN A BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - ====== ====== ====== ========== ========== ========== TERM LOAN B BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - ====== ====== ====== ========== ========== ========== TERM LOAN C BEGINNING BALANCE - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - ====== ====== ====== ========== ========== ========== TOTAL TERM DEBT BEGINNING BALANCE - - - - - - Borrowings - - - - - - Amortization - - - - - - Adjustments - - - - - - ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - ====== ====== ====== ========== ========== ==========
150 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------- ------- ------- ------- ------- ------- ------- BOND DEBT 9.5% COUPON RATE BEGINNING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 205,000 Borrowings Amortization Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 205,000 ======= ======= ======= ======= ======= ======= ======= 11% COUPON RATE BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000 Borrowings Amortization Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000 ======= ======= ======= ======= ======= ======= ======= 12% COUPON RATE BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000 Borrowings Amortization Adjustments ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000 ======= ======= ======= ======= ======= ======= ======= TOTAL BOND DEBT BEGINNING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 455,000 Borrowings - - - - - - - Amortization - - - - - - - Adjustments - - - - - - - ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 455,000 ======= ======= ======= ======= ======= ======= ======= TOTAL PRE-PETITION DEBT BEGINNING BALANCE 880,863 880,859 880,851 879,342 879,456 879,587 879,633 Borrowings - - - 114 131 49 41 Amortization (4) (8) (1,509) - - (3) (3) Adjustments - - - - - - - ------- ------- ------- ------- ------- ------- ------- ENDING BALANCE 880,859 880,851 879,342 879,456 879,587 879,633 879,671 ======= ======= ======= ======= ======= ======= ======= AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------- ------- ------- ------- ------- ---------- BOND DEBT 9.5% COUPON RATE BEGINNING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 Borrowings - Amortization - Adjustments - ------- ------- ------- ------- ------- ------- ENDING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 ======= ======= ======= ======= ======= ======= 11% COUPON RATE BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 Borrowings - Amortization - Adjustments - ------- ------- ------- ------- ------- ------- ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 ======= ======= ======= ======= ======= ======= 12% COUPON RATE BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 Borrowings - Amortization - Adjustments - ------- ------- ------- ------- ------- ------- ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 ======= ======= ======= ======= ======= ======= TOTAL BOND DEBT BEGINNING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 Borrowings - - - - - - Amortization - - - - - - Adjustments - - - - - - ------- ------- ------- ------- ------- ------- ENDING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 ======= ======= ======= ======= ======= ======= TOTAL PRE-PETITION DEBT BEGINNING BALANCE 879,671 879,718 879,782 879,832 879,889 880,863 Borrowings 50 64 50 57 51 607 Amortization (3) - - - - (1,530) Adjustments - - - - - - ------- ------- ------- ------- ------- ------- ENDING BALANCE 879,718 879,782 879,832 879,889 879,940 879,940 ======= ======= ======= ======= ======= =======
151 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------- ------- ------- ------- ------- -------- ------ BOND DEBT 9.5% COUPON RATE BEGINNING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 - Borrowings Amortization (205,000) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 205,000 205,000 205,000 205,000 205,000 - - ======= ======= ======= ======= ======= ======== ====== 11% COUPON RATE BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 - Borrowings Amortization (125,000) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 - - ======= ======= ======= ======= ======= ======== ====== 12% COUPON RATE BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 - Borrowings Amortization (125,000) Adjustments ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 - - ======= ======= ======= ======= ======= ======== ====== TOTAL BOND DEBT BEGINNING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 - Borrowings - - - - - - - Amortization - - - - - (455,000) - Adjustments - - - - - - - ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 455,000 455,000 455,000 455,000 455,000 - - ======= ======= ======= ======= ======= ======== ====== TOTAL PRE-PETITION DEBT BEGINNING BALANCE 879,940 879,977 879,977 880,057 880,057 880,057 - Borrowings 37 - 80 - - - - Amortization - - - - - (880,057) - Adjustments - - - - - - - ------- ------- ------- ------- ------- -------- ------ ENDING BALANCE 879,977 879,977 880,057 880,057 880,057 - - ======= ======= ======= ======= ======= ======== ====== AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- BOND DEBT 9.5% COUPON RATE BEGINNING BALANCE - - - - - 205,000 Borrowings - Amortization (205,000) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= 11% COUPON RATE BEGINNING BALANCE - - - - - 125,000 Borrowings - Amortization (125,000) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= 12% COUPON RATE BEGINNING BALANCE - - - - - 125,000 Borrowings - Amortization (125,000) Adjustments - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= TOTAL BOND DEBT BEGINNING BALANCE - - - - - 455,000 Borrowings - - - - - - Amortization - - - - - (455,000) Adjustments - - - - - - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========= TOTAL PRE-PETITION DEBT BEGINNING BALANCE - - - - - 879,940 Borrowings - - - - - 117 Amortization - - - - - (880,057) Adjustments - - - - - - ------ ------ ------ ------ ------ --------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== =========
152 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------ ------ ------ ---------- BOND DEBT 9.5% COUPON RATE BEGINNING BALANCE - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - ====== ====== ====== ====== ========== 11% COUPON RATE BEGINNING BALANCE - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - ====== ====== ====== ====== ========== 12% COUPON RATE BEGINNING BALANCE - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - ====== ====== ====== ====== ========== TOTAL BOND DEBT BEGINNING BALANCE - - - - - Borrowings - - - - - Amortization - - - - - Adjustments - - - - - ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - ====== ====== ====== ====== ========== TOTAL PRE-PETITION DEBT BEGINNING BALANCE - - - - - Borrowings - - - - - Amortization - - - - - Adjustments - - - - - ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - ====== ====== ====== ====== ========== MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ------ ---------- ---------- ---------- BOND DEBT 9.5% COUPON RATE BEGINNING BALANCE - - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - - ====== ====== ====== ====== ========== ========== ========== 11% COUPON RATE BEGINNING BALANCE - - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - - ====== ====== ====== ====== ========== ========== ========== 12% COUPON RATE BEGINNING BALANCE - - - - - - - Borrowings - Amortization - Adjustments - ------ ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - - ====== ====== ====== ====== ========== ========== ========== TOTAL BOND DEBT BEGINNING BALANCE - - - - - - - Borrowings - - - - - - - Amortization - - - - - - - Adjustments - - - - - - - ------ ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - - ====== ====== ====== ====== ========== ========== ========== TOTAL PRE-PETITION DEBT BEGINNING BALANCE - - - - - - - Borrowings - - - - - - - Amortization - - - - - - - Adjustments - - - - - - - ------ ------ ------ ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - - ====== ====== ====== ====== ========== ========== ==========
153 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ EXIT FINANCING SENIOR TERM BEGINNING BALANCE - - - - - - - Borrowings PIK Amortization Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ====== ====== JUNIOR TERM BEGINNING BALANCE - - - - - - - Borrowings PIK Amortization Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ====== ====== EXIT TERM BEGINNING BALANCE - - - - - - - Borrowings PIK Amortization Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ====== ====== PRIORITY NOTE BEGINNING BALANCE - - - - - - - Borrowings PIK Amortization Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ====== ====== OTHER 2 BEGINNING BALANCE - - - - - - - Borrowings PIK Amortization Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ====== ====== TOTAL POST-EXIT TERM DEBT BEGINNING BALANCE - - - - - - - Borrowings - - - - - - - PIK - - - - - - - Amortization - - - - - - - Adjustments - - - - - - - ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ====== ====== AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- EXIT FINANCING SENIOR TERM BEGINNING BALANCE - - - - - - Borrowings - PIK Amortization - Adjustments - ------ ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========== JUNIOR TERM BEGINNING BALANCE - - - - - - Borrowings - PIK - Amortization - Adjustments - ------ ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========== EXIT TERM BEGINNING BALANCE - - - - - - Borrowings - PIK Amortization - Adjustments - ------ ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========== PRIORITY NOTE BEGINNING BALANCE - - - - - - Borrowings - PIK Amortization - Adjustments - ------ ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========== OTHER 2 BEGINNING BALANCE - - - - - - Borrowings - PIK Amortization - Adjustments - ------ ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ========== TOTAL POST-EXIT TERM DEBT BEGINNING BALANCE - - - - - - Borrowings - - - - - - PIK - - - - - - Amortization - - - - - - Adjustments - - - - - - ------ ------ ------ ------ ------ ---------- ENDING BALANCE - - - - - - ====== ====== ====== ====== ====== ==========
154 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------- ------- EXIT FINANCING SENIOR TERM BEGINNING BALANCE - - - - - - 200,000 Borrowings 200,000 PIK Amortization Adjustments ------ ------ ------ ------ ------ ------- ------- ENDING BALANCE - - - - - 200,000 200,000 ====== ====== ====== ====== ====== ======= ======= JUNIOR TERM BEGINNING BALANCE - - - - - - 50,000 Borrowings 50,000 PIK Amortization Adjustments ------ ------ ------ ------ ------ ------- ------- ENDING BALANCE - - - - - 50,000 50,000 ====== ====== ====== ====== ====== ======= ======= EXIT TERM BEGINNING BALANCE - - - - - - 80,000 Borrowings 80,000 PIK Amortization Adjustments ------ ------ ------ ------ ------ ------- ------- ENDING BALANCE - - - - - 80,000 80,000 ====== ====== ====== ====== ====== ======= ======= PRIORITY NOTE BEGINNING BALANCE - - - - - - 10,125 Borrowings 10,125 PIK Amortization Adjustments ------ ------ ------ ------ ------ ------- ------- ENDING BALANCE - - - - - 10,125 10,125 ====== ====== ====== ====== ====== ======= ======= OTHER 2 BEGINNING BALANCE - - - - - - - Borrowings PIK Amortization Adjustments ------ ------ ------ ------ ------ ------- ------- ENDING BALANCE - - - - - - - ====== ====== ====== ====== ====== ======= ======= TOTAL POST-EXIT TERM DEBT BEGINNING BALANCE - - - - - - 340,125 Borrowings - - - - - 340,125 - PIK - - - - - - - Amortization - - - - - - - Adjustments - - - - - - - ------ ------ ------ ------ ------ ------- ------- ENDING BALANCE - - - - - 340,125 340,125 ====== ====== ====== ====== ====== ======= ======= AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------- ------- ------- ------- ------- ---------- EXIT FINANCING SENIOR TERM BEGINNING BALANCE 200,000 200,000 200,000 200,000 200,000 - Borrowings 200,000 PIK Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 200,000 200,000 200,000 200,000 200,000 200,000 ======= ======= ======= ======= ======= ======== JUNIOR TERM BEGINNING BALANCE 50,000 50,000 50,000 50,000 50,000 - Borrowings 50,000 PIK 2,333 2,333 Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 50,000 50,000 50,000 50,000 52,333 52,333 ======= ======= ======= ======= ======= ======== EXIT TERM BEGINNING BALANCE 80,000 80,000 80,000 80,000 80,000 - Borrowings 80,000 PIK Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 80,000 80,000 80,000 80,000 80,000 80,000 ======= ======= ======= ======= ======= ======== PRIORITY NOTE BEGINNING BALANCE 10,125 10,125 10,125 10,125 10,125 - Borrowings 10,125 PIK Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE 10,125 10,125 10,125 10,125 10,125 10,125 ======= ======= ======= ======= ======= ======== OTHER 2 BEGINNING BALANCE - - - - - - Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ------- -------- ENDING BALANCE - - - - - - ======= ======= ======= ======= ======= ======== TOTAL POST-EXIT TERM DEBT BEGINNING BALANCE 340,125 340,125 340,125 340,125 340,125 - Borrowings - - - - - 340,125 PIK - - - - 2,333 2,333 Amortization - - - - - - Adjustments - - - - - - ------- ------- ------- ------- ------- -------- ENDING BALANCE 340,125 340,125 340,125 340,125 342,459 342,459 ======= ======= ======= ======= ======= ========
155 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------- ------- ------- ------- ---------- EXIT FINANCING SENIOR TERM BEGINNING BALANCE 200,000 200,000 200,000 200,000 200,000 Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ENDING BALANCE 200,000 200,000 200,000 200,000 200,000 ======= ======= ======= ======= ========== JUNIOR TERM BEGINNING BALANCE 52,333 52,333 52,333 52,333 52,333 Borrowings - PIK 4,187 4,187 Amortization - Adjustments - ------- ------- ------- ------- ---------- ENDING BALANCE 52,333 52,333 52,333 56,520 56,520 ======= ======= ======= ======= ========== EXIT TERM BEGINNING BALANCE 80,000 80,000 80,000 80,000 80,000 Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ENDING BALANCE 80,000 80,000 80,000 80,000 80,000 ======= ======= ======= ======= ========== PRIORITY NOTE BEGINNING BALANCE 10,125 10,125 - - 10,125 Borrowings - PIK Amortization (10,125) (10,125) Adjustments - ------- ------- ------- ------- ---------- ENDING BALANCE 10,125 - - - - ======= ======= ======= ======= ========== OTHER 2 BEGINNING BALANCE - - - - - Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ENDING BALANCE - - - - - ======= ======= ======= ======= ========== TOTAL POST-EXIT TERM DEBT BEGINNING BALANCE 342,459 342,459 332,333 332,333 342,459 Borrowings - - - - - PIK - - - 4,187 4,187 Amortization - (10,125) - - (10,125) Adjustments - - - - - ------- ------- ------- ------- ---------- ENDING BALANCE 342,459 332,333 332,333 336,520 336,520 ======= ======= ======= ======= ========== MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------- ------- ------- ------- ---------- ---------- ---------- EXIT FINANCING SENIOR TERM BEGINNING BALANCE 200,000 200,000 200,000 200,000 200,000 200,000 200,000 Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ---------- ---------- ENDING BALANCE 200,000 200,000 200,000 200,000 200,000 200,000 200,000 ======= ======= ======= ======= ========== ========== ========== JUNIOR TERM BEGINNING BALANCE 56,520 56,520 56,520 56,520 56,520 61,042 65,925 Borrowings - PIK 4,522 4,522 4,883 5,274 Amortization - Adjustments - ------- ------- ------- ------- ---------- ---------- ---------- ENDING BALANCE 56,520 56,520 56,520 61,042 61,042 65,925 71,199 ======= ======= ======= ======= ========== ========== ========== EXIT TERM BEGINNING BALANCE 80,000 80,000 80,000 80,000 80,000 80,000 80,000 Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ---------- ---------- ENDING BALANCE 80,000 80,000 80,000 80,000 80,000 80,000 80,000 ======= ======= ======= ======= ========== ========== ========== PRIORITY NOTE BEGINNING BALANCE - - - - - - - Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ---------- ---------- ENDING BALANCE - - - - - - - ======= ======= ======= ======= ========== ========== ========== OTHER 2 BEGINNING BALANCE - - - - - - - Borrowings - PIK Amortization - Adjustments - ------- ------- ------- ------- ---------- ---------- ---------- ENDING BALANCE - - - - - - - ======= ======= ======= ======= ========== ========== ========== TOTAL POST-EXIT TERM DEBT BEGINNING BALANCE 336,520 336,520 336,520 336,520 336,520 341,042 345,925 Borrowings - - - - - - - PIK - - - 4,522 4,522 4,883 5,274 Amortization - - - - - - - Adjustments - - - - - - - ------- ------- ------- ------- ---------- ---------- ---------- ENDING BALANCE 336,520 336,520 336,520 341,042 341,042 345,925 351,199 ======= ======= ======= ======= ========== ========== ==========
156 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ DIP FACILITY / EXIT REVOLVER TOTAL CASH NEED 7,126 (1,855) 338 119 5,206 2,756 3,020 EXCESS AVAILABILITY DIP/EXIT REVOLVER BEGINNING BALANCE - - - - - 5,209 7,968 Borrowings 5,209 2,759 3,020 Amortization Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE - - - - 5,209 7,968 10,988 ====== ====== ====== ====== ====== ====== ====== AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- DIP FACILITY / EXIT REVOLVER TOTAL CASH NEED 6,843 11,224 1,252 466 (3,968) EXCESS AVAILABILITY 21,620 20,107 22,665 DIP/EXIT REVOLVER BEGINNING BALANCE 10,988 17,830 29,055 30,193 30,635 - Borrowings 6,842 11,225 1,138 442 30,635 Amortization (2,573) (2,573) Adjustments - ------ ------ ------ ------ ------ ------ ENDING BALANCE 17,830 29,055 30,193 30,635 28,062 28,062 ====== ====== ====== ====== ====== ======
157 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ DIP FACILITY / EXIT REVOLVER TOTAL CASH NEED 10,952 3,426 2,474 (5,328) 2,967 (38,988) 10,934 EXCESS AVAILABILITY 24,371 13,171 9,557 6,923 12,085 28,951 22,772 DIP/EXIT REVOLVER BEGINNING BALANCE 28,062 39,096 42,543 45,010 39,682 42,649 3,662 Borrowings 11,034 3,447 2,467 - 2,967 - 10,934 Amortization (5,328) - (38,988) - Adjustments ------ ------ ------ ------ ------ ------ ------ ENDING BALANCE 39,096 42,543 45,010 39,682 42,649 3,662 14,596 ====== ====== ====== ====== ====== ====== ====== AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- DIP FACILITY / EXIT REVOLVER TOTAL CASH NEED 2,427 (3,342) (431) (1,396) (685) EXCESS AVAILABILITY 11,671 9,077 12,252 12,516 15,746 DIP/EXIT REVOLVER BEGINNING BALANCE 14,596 17,023 13,681 13,251 11,854 28,062 Borrowings 2,427 - - - - 33,276 Amortization - (3,342) (431) (1,396) (685) (50,169) Adjustments - ------ ------ ------ ------ ------ ------- ENDING BALANCE 17,023 13,681 13,251 11,854 11,169 11,169 ====== ====== ====== ====== ====== =======
158 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------- ------ ------- ---------- DIP FACILITY / EXIT REVOLVER TOTAL CASH NEED (5,207) 2,965 5,499 (24,388) EXCESS AVAILABILITY 15,931 20,638 17,172 13,174 DIP/EXIT REVOLVER BEGINNING BALANCE 11,169 5,962 8,928 14,426 11,169 Borrowings - 2,965 5,499 - 8,464 Amortization (5,207) - - (14,426) (19,633) Adjustments - ------ ------- ------ ------- ---------- ENDING BALANCE 5,962 8,928 14,426 - - ====== ======= ====== ======= ========== MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------- ------ ------- ------ ---------- ---------- ---------- DIP FACILITY / EXIT REVOLVER TOTAL CASH NEED (22,465) (10,614) (8,523) (15,416) (7,243) (8,361) EXCESS AVAILABILITY 27,600 27,600 27,600 27,600 27,600 27,600 DIP/EXIT REVOLVER BEGINNING BALANCE - - - - - - - Borrowings - - - - - - - Amortization - - - - - - - Adjustments - ------- ------ ------- ------ ---------- ---------- ---------- ENDING BALANCE - - - - - - - ======= ====== ======= ====== ========== ========== ==========
159 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 ------- ------- ------- ------- ------- ------- LIBOR = 2.00% Interest Rate Adjustment 0.0% 0.0% 0.0% LIBOR Floor = 2.00% Prime= 4.00% Pre-Petition Revolver 5.5% 785.7 785.7 778.7 778.7 779.1 779.1 Term Loan A 5.5% 112.4 112.4 112.4 112.4 112.4 112.4 Term Loan B 6.0% 904.1 904.1 904.1 904.1 904.1 904.1 Term Loan C 6.0% 245.5 245.5 245.5 246.1 246.4 246.6 ------- ------- ------- ------- ------- ------- TOTAL TERM DEBT 1,262.0 1,262.0 1,262.0 1,262.5 1,262.8 1,263.0 ------- ------- ------- ------- ------- ------- 9.5% Coupon Rate 9.5% 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 11% Coupon Rate 11.0% 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 12% Coupon Rate 12.0% 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 ------- ------- ------- ------- ------- ------- TOTAL BOND DEBT 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 ------- ------- ------- ------- ------- ------- TOTAL PRE-PETITION DEBT 6,066.4 6,066.4 6,059.5 2,041.3 2,041.9 2,042.1 ------- ------- ------- ------- ------- ------- Senior Term 9.0% - - - - - - Junior Term - Cash 5.0% - - - - - - Junior Term - PIK 8.0% - - - - - - Exit Term 10.5% - - - - - - Priority Note 10.5% - - - - - - Other 2 - - - - - - ------- ------- ------- ------- ------- ------- TOTAL POST-EXIT TERM DEBT - - - - - - ------- ------- ------- ------- ------- ------- DIP Rate 9.0% Refi DIP Rate 11.0% Exit Revolver Rate 6.5% Exit Date 6/30/2004 Refi Date 5/31/2004 DIP/Exit Revolver - - - - - 39.1 Input Adj. To Actual 151 (559) 142 56 76 495 ------- ------- ------- ------- ------- ------- TOTAL INTEREST EXPENSE 6,217 5,507 6,201 2,097 2,118 2,537 ======= ======= ======= ======= ======= ======= Actual Interest Exp. 6,217 5,507 6,201 2,097 2,118 2,537
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------- ------- ------- ------- ------- ------- ---------- LIBOR = 2.00% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% LIBOR Floor = 2.00% Prime= 4.00% *Nonpayment of Pre-Petition Senior Debt begins in Oct. Pre-Petition Revolver 5.5% 779.1 779.1 779.1 779.1 779.1 779.1 9,361.5 Term Loan A 5.5% 112.4 112.4 112.4 112.4 112.4 112.4 1,348.3 Term Loan B 6.0% 904.1 904.1 904.1 904.1 904.1 904.1 10,848.8 Term Loan C 6.0% 246.8 247.1 247.4 247.6 247.9 248.2 2,960.6 ------- ------- ------- ------- ------- ------- -------- TOTAL TERM DEBT 1,263.2 1,263.5 1,263.8 1,264.0 1,264.3 1,264.6 15,157.7 ------- ------- ------- ------- ------- ------- -------- 9.5% Coupon Rate 9.5% 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 19,475.0 11% Coupon Rate 11.0% 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 13,750.0 12% Coupon Rate 12.0% 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 15,000.0 ------- ------- ------- ------- ------- ------- -------- TOTAL BOND DEBT 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 48,225.0 ------- ------- ------- ------- ------- ------- -------- TOTAL PRE-PETITION DEBT 2,042.3 2,042.6 2,042.9 2,043.1 2,043.4 2,043.7 72,744.2 ------- ------- ------- ------- ------- ------- -------- Senior Term 9.0% - - - - - - - Junior Term - Cash 5.0% - - - - - - - Junior Term - PIK 8.0% - - - - - - - Exit Term 10.5% - - - - - - - Priority Note 10.5% - - - - - - - Other 2 - - - - - - - ------- ------- ------- ------- ------- ------- -------- TOTAL POST-EXIT TERM DEBT - - - - - - - ------- ------- ------- ------- ------- ------- -------- DIP Rate 9.0% Refi DIP Rate 11.0% Exit Revolver Rate 6.5% Exit Date 6/30/2004 Refi Date 5/31/2004 DIP/Exit Revolver 59.8 82.4 133.7 217.9 226.4 229.8 989.1 Input Adj. To Actual (319) (455) 432 120 116 155 ------- ------- ------- ------- ------- ------- -------- TOTAL INTEREST EXPENSE 1,723 1,588 2,475 2,163 2,159 2,199 72,744.2 ======= ======= ======= ======= ======= ======= ======== Actual Interest Exp. 1,723 1,588 2,475 2,163 2,159 2,199
160 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ------- ------- ------- ------- ------- ------- LIBOR = 2.00% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% LIBOR Floor = 2.00% Prime= 4.00% Pre-Petition Revolver 5.5% 779.1 779.1 779.1 779.1 779.1 - Term Loan A 5.5% 112.4 112.4 112.4 112.4 112.4 - Term Loan B 6.0% 904.1 904.1 904.1 904.1 904.1 - Term Loan C 6.0% 248.4 248.4 248.8 248.8 248.8 - ------- ------- ------- ------- ------- ------- TOTAL TERM DEBT 1,264.8 1,264.8 1,265.2 1,265.2 1,265.2 - ------- ------- ------- ------- ------- ------- 9.5% Coupon Rate 9.5% 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 - 11% Coupon Rate 11.0% 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 - 12% Coupon Rate 12.0% 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 - ------- ------- ------- ------- ------- ------- TOTAL BOND DEBT 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 - ------- ------- ------- ------- ------- ------- TOTAL PRE-PETITION DEBT 2,043.8 2,043.8 2,044.2 2,044.2 2,044.2 - ------- ------- ------- ------- ------- ------- Senior Term 9.0% - - - - - 1,500.0 Junior Term - Cash 5.0% - - - - - 208.3 Junior Term - PIK 8.0% - - - - - 333.3 Exit Term 10.5% - - - - - 700.0 Priority Note 10.5% - - - - - 88.6 Other 2 - - - - - - ------- ------- ------- ------- ------- ------- TOTAL POST-EXIT TERM DEBT - - - - - 2,830.3 ------- ------- ------- ------- ------- ------- DIP Rate 9.0% Refi DIP Rate 11.0% Exit Revolver Rate 6.5% Exit Date 6/30/2004 Refi Date 5/31/2004 DIP/Exit Revolver 210.5 293.2 319.1 337.6 297.6 391.0 Input 210.5 293.2 319.1 337.6 297.6 391.0 Adj. To Actual (7) (131) 653 - - - ------- ------- ------- ------- ------- ------- TOTAL INTEREST EXPENSE 2,247 2,206 3,017 2,382 2,342 3,221 ======= ======= ======= ======= ======= ======= Actual Interest Exp. 2,247 2,206 3,017 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------- ------- ------- ------- ------- ------- ---------- LIBOR = 2.00% 0.3% 0.3% 0.3% 0.8% 0.8% 0.8% 0.8% LIBOR Floor = 2.00% Prime= 4.00% Pre-Petition Revolver 5.5% - - - - - - 3,895.4 Term Loan A 5.5% - - - - - - 561.8 Term Loan B 6.0% - - - - - - 4,520.3 Term Loan C 6.0% - - - - - - 1,243.0 ------- ------- ------- ------- ------- ------- -------- TOTAL TERM DEBT - - - - - - 6,325.1 ------- ------- ------- ------- ------- ------- -------- 9.5% Coupon Rate 9.5% - - - - - - 8,114.6 11% Coupon Rate 11.0% - - - - - - 5,729.2 12% Coupon Rate 12.0% - - - - - - 6,250.0 ------- ------- ------- ------- ------- ------- -------- TOTAL BOND DEBT - - - - - - 20,093.8 ------- ------- ------- ------- ------- ------- -------- TOTAL PRE-PETITION DEBT - - - - - - 10,220.4 ------- ------- ------- ------- ------- ------- -------- Senior Term 9.0% 1,541.7 1,541.7 1,541.7 1,625.0 1,625.0 1,625.0 11,000.0 Junior Term - Cash 5.0% 208.3 208.3 208.3 208.3 208.3 218.1 1,468.1 Junior Term - PIK 8.0% 333.3 333.3 333.3 333.3 333.3 348.9 2,348.9 Exit Term 10.5% 716.7 716.7 716.7 750.0 750.0 750.0 5,100.0 Priority Note 10.5% 90.7 90.7 90.7 94.9 94.9 94.9 645.5 Other 2 - - - - - - - ------- ------- ------- ------- ------- ------- -------- TOTAL POST-EXIT TERM DEBT 2,890.7 2,890.7 2,890.7 3,011.6 3,011.6 3,036.9 20,562.4 ------- ------- ------- ------- ------- ------- -------- DIP Rate 9.0% Refi DIP Rate 11.0% Exit Revolver Rate 6.5% Exit Date 6/30/2004 Refi Date 5/31/2004 DIP/Exit Revolver 20.6 82.1 95.8 82.7 80.1 71.6 2,281.7 Input 20.6 82.1 95.8 82.7 80.1 71.6 2,281.7 Adj. To Actual ------- ------- ------- ------- ------- ------- -------- TOTAL INTEREST EXPENSE 2,911 2,973 2,986 3,094 3,092 3,108 33,064.5 ======= ======= ======= ======= ======= ======= ======== Actual Interest Exp.
161 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------- ------- ------- ------- ---------- LIBOR = 2.00% 0.8% 0.8% 1.0% 1.0% 1.0% LIBOR Floor = 2.00% Prime= 4.00% Pre-Petition Revolver 5.5% - - - - - Term Loan A 5.5% - - - - - Term Loan B 6.0% - - - - - Term Loan C 6.0% - - - - - ------- ------- ------- ------- -------- TOTAL TERM DEBT - - - - - ------- ------- ------- ------- -------- 9.5% Coupon Rate 9.5% - - - - - 11% Coupon Rate 11.0% - - - - - 12% Coupon Rate 12.0% - - - - - ------- ------- ------- ------- -------- TOTAL BOND DEBT - - - - - ------- ------- ------- ------- -------- TOTAL PRE-PETITION DEBT - - - - - ------- ------- ------- ------- -------- Senior Term 9.0% 4,875.0 4,875.0 5,000.0 5,000.0 19,750.0 Junior Term - Cash 5.0% 654.2 654.2 654.2 706.5 2,669.0 Junior Term - PIK 8.0% 1,046.7 1,046.7 1,046.7 1,130.4 4,270.4 Exit Term 10.5% 2,250.0 2,250.0 2,300.0 2,300.0 9,100.0 Priority Note 10.5% 284.8 - - - 284.8 Other 2 - - - - - ------- ------- ------- ------- -------- TOTAL POST-EXIT TERM DEBT 9,110.6 8,825.8 9,000.8 9,136.9 36,074.2 ------- ------- ------- ------- -------- DIP Rate 9.0% Refi DIP Rate 11.0% Exit Revolver Rate 6.5% Exit Date 6/30/2004 Refi Date 5/31/2004 DIP/Exit Revolver 202.4 108.1 167.4 270.5 748.4 Input 202.4 108.1 167.4 270.5 Adj. To Actual ------- ------- ------- ------- -------- TOTAL INTEREST EXPENSE 9,313.0 8,933.9 9,168.2 9,407.4 36,074.2 ======= ======= ======= ======= ======== Actual Interest Exp. MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------- ------- ------- -------- ---------- ---------- ---------- LIBOR = 2.00% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% LIBOR Floor = 2.00% Prime= 4.00% Pre-Petition Revolver 5.5% - - - - - - - Term Loan A 5.5% - - - - - - - Term Loan B 6.0% - - - - - - - Term Loan C 6.0% - - - - - - - ------- ------- ------- -------- -------- -------- -------- TOTAL TERM DEBT - - - - - - - ------- ------- ------- -------- -------- -------- -------- 9.5% Coupon Rate 9.5% - - - - - - - 11% Coupon Rate 11.0% - - - - - - - 12% Coupon Rate 12.0% - - - - - - - ------- ------- ------- -------- -------- -------- -------- TOTAL BOND DEBT - - - - - - - ------- ------- ------- -------- -------- -------- -------- TOTAL PRE-PETITION DEBT - - - - - - - ------- ------- ------- -------- -------- -------- -------- Senior Term 9.0% 5,000.0 5,000.0 5,000.0 5,000.0 20,000.0 20,000.0 20,000.0 Junior Term - Cash 5.0% 706.5 706.5 706.5 763.0 2,882.5 3,296.2 3,559.9 Junior Term - PIK 8.0% 1,130.4 1,130.4 1,130.4 1,220.8 4,612.0 5,274.0 5,695.9 Exit Term 10.5% 2,300.0 2,300.0 2,300.0 2,300.0 9,200.0 9,200.0 9,200.0 Priority Note 10.5% - - - - - - - Other 2 - - - - - - - ------- ------- ------- -------- -------- -------- -------- TOTAL POST-EXIT TERM DEBT 9,136.9 9,136.9 9,136.9 9,283.9 36,694.6 37,770.2 38,455.9 ------- ------- ------- -------- -------- -------- -------- DIP Rate 9.0% Refi DIP Rate 11.0% Exit Revolver Rate 6.5% Exit Date 6/30/2004 Refi Date 5/31/2004 DIP/Exit Revolver - - - - - - - Input - - - - - - Adj. To Actual ------- ------- ------- -------- -------- -------- -------- TOTAL INTEREST EXPENSE 9,136.9 9,136.9 9,136.9 9,283.9 36,694.6 37,770.2 38,455.9 ======= ======= ======= ======= ======== ======== ======== Actual Interest Exp.
162 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 PRE-EXIT DIP REFI POST-EXIT APR-03 MAY-03 JUN-03 JUL-03 -------- -------- --------- ------ ------ ------ ------ Revolver Cap 55,000 75,000 30,000 Ineligible Accounts Receivable OEM 14.2% 14.2% 14.3% Other 13.4% 13.4% 14.3% Tooling 25.0% 25.0% 37.5% Accounts Receivable Advances OEM 85% 85% 90% Other 85% 85% 85% Tooling 85% 85% 85% Ineligible Inventory OEM 43% 43% 23% Unbilled 100% 33% 33% Tooling 50% 50% 50% Inventory Advance Rates OEM 50% 70% 70% Unbilled 50% 70% 70% Tooling 0% 70% 70% Additional Collateral 31,797 34,000 34,000 ADDITIONAL COLLATERAL RESERVES Baseline Reserve (5,000) 5,000 Letters of Credit (1,700) Accrual for GM Giveback (375) (375) (750) Reset Reserve for Pmt Exit Term Loan Reserve ------ ------ ------ ------ ------ ------ ------ Total Monthly Change to Reserve (6,700) - - (375) (375) (750) 5,000 ------ ------ ------ ------ ------ ------ ------ Cumulative Effect (6,700) (6,700) (6,700) (7,075) (7,450) (8,200) (3,200) ------ ------ ------ ------ ------ ------ ------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003 ------ ------ ------ ------ ------ ---------- Revolver Cap Ineligible Accounts Receivable OEM Other Tooling Accounts Receivable Advances OEM Other Tooling Ineligible Inventory OEM Unbilled Tooling Inventory Advance Rates OEM Unbilled Tooling Additional Collateral ADDITIONAL COLLATERAL RESERVES Baseline Reserve Letters of Credit Accrual for GM Giveback (375) (750) (375) Reset Reserve for Pmt 3,000 Exit Term Loan Reserve ------ ------ ------ ------ ------ ------ Total Monthly Change to Reserve (375) (750) - (375) 3,000 (1,700) ------ ------ ------ ------ ------ ------ Cumulative Effect (3,575) (4,325) (4,325) (4,700) (1,700) (1,700) ------ ------ ------ ------ ------ ------
163 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ Revolver Cap Ineligible Accounts Receivable OEM Other Tooling Accounts Receivable Advances OEM Other Tooling Ineligible Inventory OEM Unbilled Tooling Inventory Advance Rates OEM Unbilled Tooling Additional Collateral ADDITIONAL COLLATERAL RESERVES Baseline Reserve Letters of Credit (700) Accrual for GM Giveback (167) (167) (167) (167) (167) (167) (167) Reset Reserve for Pmt Exit Term Loan Reserve ------ ------ ------ ------ ------ ------ ------ Total Monthly Change to Reserve (867) (167) (167) (167) (167) (167) (167) ------ ------ ------ ------ ------ ------ ------ Cumulative Effect (2,567) (2,733) (2,900) (3,067) (3,233) (3,400) (3,567) ------ ------ ------ ------ ------ ------ ------ AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004 ------ ------ ------ ------ ------ ---------- Revolver Cap Ineligible Accounts Receivable OEM Other Tooling Accounts Receivable Advances OEM Other Tooling Ineligible Inventory OEM Unbilled Tooling Inventory Advance Rates OEM Unbilled Tooling Additional Collateral ADDITIONAL COLLATERAL RESERVES Baseline Reserve Letters of Credit Accrual for GM Giveback (167) (167) (167) (167) (167) Reset Reserve for Pmt 2,000 Exit Term Loan Reserve ------ ------ ------ ------ ------ ------ Total Monthly Change to Reserve (167) (167) (167) (167) 1,833 (700) ------ ------ ------ ------ ------ ------ Cumulative Effect (3,733) (3,900) (4,067) (4,233) (2,400) (2,400) ------ ------ ------ ------ ------ ------
164 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 ------ ------ ------ ------ ---------- Revolver Cap Ineligible Accounts Receivable OEM Other Tooling Accounts Receivable Advances OEM Other Tooling Ineligible Inventory OEM Unbilled Tooling Inventory Advance Rates OEM Unbilled Tooling Additional Collateral ADDITIONAL COLLATERAL RESERVES Baseline Reserve Letters of Credit Accrual for GM Giveback (500) (500) (500) (500) Reset Reserve for Pmt 2,000 Exit Term Loan Reserve ------ ------ ------ ------ ------ Total Monthly Change to Reserve (500) (500) (500) 1,500 - ------ ------ ------ ------ ------ Cumulative Effect (2,900) (3,400) (3,900) (2,400) (2,400) ------ ------ ------ ------ ------ MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008 ------ ------ ------ ------ ---------- ---------- ---------- Revolver Cap Ineligible Accounts Receivable OEM Other Tooling Accounts Receivable Advances OEM Other Tooling Ineligible Inventory OEM Unbilled Tooling Inventory Advance Rates OEM Unbilled Tooling Additional Collateral ADDITIONAL COLLATERAL RESERVES Baseline Reserve Letters of Credit Accrual for GM Giveback Reset Reserve for Pmt Exit Term Loan Reserve ------ ------ ------ ------ ------ ------ ------ Total Monthly Change to Reserve - - - - - - - ------ ------ ------ ------ ------ ------ ------ Cumulative Effect (2,400) (2,400) (2,400) (2,400) (2,400) (2,400) (2,400) ------ ------ ------ ------ ------ ------ ------
165 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ---------- ---------- ---------- ---------- ---------- ---------- --------- I. REVENUE CORPORATE GM DCX Ford Other (246,681) (51,290) 33,512 858,552 (235,608) (216,229) (245,328) ---------- ---------- ---------- ---------- ---------- ---------- --------- Net (246,681) (51,290) 33,512 858,552 (235,608) (216,229) (245,328) ---------- ---------- ---------- ---------- ---------- ---------- --------- Intercompany 10,071,776 10,511,380 12,971,225 10,154,109 10,064,796 11,425,073 8,197,687 ---------- ---------- ---------- ---------- ---------- ---------- --------- Gross 9,825,095 10,460,089 13,004,736 11,012,661 9,829,188 11,208,843 7,952,359 ---------- ---------- ---------- ---------- ---------- ---------- --------- GRAND BLANC GM DCX Ford Other 7,146,657 8,968,915 12,080,843 9,229,738 10,475,649 11,154,594 3,950,347 ---------- ---------- ---------- ---------- ---------- ---------- --------- Net 7,146,657 8,968,915 12,080,843 9,229,738 10,475,649 11,154,594 3,950,347 ---------- ---------- ---------- ---------- ---------- ---------- --------- Intercompany 143,296 342,775 321,437 290,383 222,206 190,788 63,311 ---------- ---------- ---------- ---------- ---------- ---------- --------- Gross 7,289,954 9,311,690 12,402,280 9,520,121 10,697,855 11,345,383 4,013,659 ---------- ---------- ---------- ---------- ---------- ---------- --------- GRAND RAPIDS GM DCX Ford Other 2,509,823 3,384,352 3,871,062 1,569,072 1,353,730 3,277,017 486,110 ---------- ---------- ---------- ---------- ---------- ---------- --------- Net 2,509,823 3,384,352 3,871,062 1,569,072 1,353,730 3,277,017 486,110 ---------- ---------- ---------- ---------- ---------- ---------- --------- Intercompany 253,397 216,293 345,877 288,358 203,522 239,028 1,532 ---------- ---------- ---------- ---------- ---------- ---------- --------- Gross 2,763,219 3,600,645 4,216,938 1,857,430 1,557,252 3,516,046 487,642 ---------- ---------- ---------- ---------- ---------- ---------- --------- SEABROOK GM DCX Ford Other 3,989,801 5,184,444 6,131,376 4,474,624 5,445,409 5,831,272 2,343,391 ---------- ---------- ---------- ---------- ---------- ---------- --------- Net 3,989,801 5,184,444 6,131,376 4,474,624 5,445,409 5,831,272 2,343,391 ---------- ---------- ---------- ---------- ---------- ---------- --------- Intercompany - 56,808 65,190 - 22,120 3,780 3,780 ---------- ---------- ---------- ---------- ---------- ---------- --------- Gross 3,989,801 5,241,252 6,196,566 4,474,624 5,467,529 5,835,052 2,347,171 ---------- ---------- ---------- ---------- ---------- ---------- --------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- ---------- --------- --------- ---------- ----------- I. REVENUE CORPORATE GM - DCX - Ford - Other (234,013) (56,911) (194,003) (232,364) 2,846,987 2,026,625 --------- ---------- --------- --------- ---------- ----------- Net (234,013) (56,911) (194,003) (232,364) 2,846,987 2,026,625 --------- ---------- --------- --------- ---------- ----------- Intercompany 9,510,917 10,948,401 8,997,328 8,965,369 11,146,396 122,964,456 --------- ---------- --------- --------- ---------- ----------- Gross 9,276,904 10,891,491 8,803,326 8,733,005 13,993,383 124,991,081 --------- ---------- --------- --------- ---------- ----------- GRAND BLANC GM - DCX - Ford - Other 6,546,210 8,796,102 6,864,605 7,526,055 8,823,304 101,563,019 --------- ---------- --------- --------- ---------- ----------- Net 6,546,210 8,796,102 6,864,605 7,526,055 8,823,304 101,563,019 --------- ---------- --------- --------- ---------- ----------- Intercompany 67,874 137,687 84,826 64,263 46,379 1,975,226 --------- ---------- --------- --------- ---------- ----------- Gross 6,614,085 8,933,789 6,949,431 7,590,318 8,869,683 103,538,245 --------- ---------- --------- --------- ---------- ----------- GRAND RAPIDS GM - DCX - Ford - Other 1,848,770 2,322,542 1,570,512 1,345,574 996,551 24,535,115 --------- ---------- --------- --------- ---------- ----------- Net 1,848,770 2,322,542 1,570,512 1,345,574 996,551 24,535,115 --------- ---------- --------- --------- ---------- ----------- Intercompany 177,116 181,727 128,586 266,963 155,977 2,458,374 --------- ---------- --------- --------- ---------- ----------- Gross 2,025,886 2,504,268 1,699,098 1,612,537 1,152,527 26,993,489 --------- ---------- --------- --------- ---------- ----------- SEABROOK GM - DCX - Ford - Other 4,427,137 4,963,337 4,015,259 3,647,700 2,994,688 53,448,438 --------- ---------- --------- --------- ---------- ----------- Net 4,427,137 4,963,337 4,015,259 3,647,700 2,994,688 53,448,438 --------- ---------- --------- --------- ---------- ----------- Intercompany 23,675 11,200 5,600 14,420 - 206,573 --------- ---------- --------- --------- ---------- ----------- Gross 4,450,811 4,974,537 4,020,859 3,662,120 2,994,688 53,655,010 --------- ---------- --------- --------- ---------- -----------
166 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 --------- --------- ---------- --------- --------- ---------- --------- --------- I. REVENUE CORPORATE GM DCX Ford Other 75,786 (186,575) (177,200) 168,885 168,885 168,885 168,885 168,885 --------- --------- ---------- --------- --------- ---------- --------- --------- Net 75,786 (186,575) (177,200) 168,885 168,885 168,885 168,885 168,885 --------- --------- ---------- --------- --------- ---------- --------- --------- Intercompany 9,134,937 9,774,215 11,611,176 9,134,937 9,774,215 11,611,176 9,134,937 9,774,215 --------- --------- ---------- --------- --------- ---------- --------- --------- Gross 9,210,723 9,587,640 11,433,975 9,303,823 9,943,101 11,780,061 9,303,823 9,943,101 --------- --------- ---------- --------- --------- ---------- --------- --------- GRAND BLANC GM 2,499,822 2,866,748 3,232,702 1,199,786 2,905,816 DCX 1,244,669 1,681,386 1,640,705 335,351 701,161 Ford 748,050 224,392 - - - Other 6,877,044 7,563,674 10,393,132 3,129,649 3,523,909 4,228,299 2,271,343 3,221,100 --------- --------- ---------- --------- --------- ---------- --------- --------- Net 6,877,044 7,563,674 10,393,132 7,622,190 8,296,435 9,101,707 3,806,481 6,828,077 --------- --------- ---------- --------- --------- ---------- --------- --------- Intercompany 22,706 54,417 65,186 - - - - - --------- --------- ---------- --------- --------- ---------- --------- --------- Gross 6,899,749 7,618,091 10,458,318 7,622,190 8,296,435 9,101,707 3,806,481 6,828,077 --------- --------- ---------- --------- --------- ---------- --------- --------- GRAND RAPIDS GM 410,022 441,420 514,625 203,313 436,770 DCX - - - - - Ford 1,256,657 1,382,769 1,792,355 501,100 1,333,664 Other 1,126,811 1,214,771 1,932,678 - - - - - --------- --------- ---------- --------- --------- ---------- --------- --------- Net 1,126,811 1,214,771 1,932,678 1,666,679 1,824,189 2,306,980 704,413 1,770,433 --------- --------- ---------- --------- --------- ---------- --------- --------- Intercompany 109,216 129,648 75,570 1,281 25,622 25,622 16,014 633,110 --------- --------- ---------- --------- --------- ---------- --------- --------- Gross 1,236,027 1,344,420 2,008,248 1,667,960 1,849,811 2,332,601 720,426 2,403,543 --------- --------- ---------- --------- --------- ---------- --------- --------- SEABROOK GM 1,840,658 2,249,624 2,049,796 394,811 1,585,962 DCX 49,012 53,909 58,806 49,012 49,012 Ford 787,396 839,228 932,210 509,342 854,947 Other 3,614,437 3,242,327 4,575,644 257,313 277,981 324,238 184,717 271,863 --------- --------- ---------- --------- --------- ---------- --------- --------- Net 3,614,437 3,242,327 4,575,644 2,934,380 3,420,742 3,365,050 1,137,882 2,761,785 --------- --------- ---------- --------- --------- ---------- --------- --------- Intercompany - - - - - - - - --------- --------- ---------- --------- --------- ---------- --------- --------- Gross 3,614,437 3,242,327 4,575,644 2,934,380 3,420,742 3,365,050 1,137,882 2,761,785 --------- --------- ---------- --------- --------- ---------- --------- --------- SEP-04 OCT-04 NOV-04 DEC-04 2004 ---------- ---------- --------- ---------- ----------- I. REVENUE CORPORATE GM - DCX - Ford - Other 168,885 168,885 168,885 168,885 1,231,979 ---------- ---------- --------- ---------- ----------- Net 168,885 168,885 168,885 168,885 1,231,979 ---------- ---------- --------- ---------- ----------- Intercompany 11,611,176 9,134,937 9,774,215 11,611,176 122,081,313 ---------- ---------- --------- ---------- ----------- Gross 11,780,061 9,303,823 9,943,101 11,780,061 123,313,292 ---------- ---------- --------- ---------- ----------- GRAND BLANC GM 4,740,419 5,432,291 4,665,900 5,190,354 32,733,839 DCX 842,991 702,636 731,653 676,773 8,557,325 Ford - - - - 972,441 Other 4,406,235 3,340,516 2,945,972 3,412,014 55,312,888 ---------- ---------- --------- ---------- ----------- Net 9,989,645 9,475,443 8,343,525 9,279,141 97,576,493 ---------- ---------- --------- ---------- ----------- Intercompany - - - - 142,309 ---------- ---------- --------- ---------- ----------- Gross 9,989,645 9,475,443 8,343,525 9,279,141 97,718,802 ---------- ---------- --------- ---------- ----------- GRAND RAPIDS GM 524,494 437,077 383,564 388,331 3,739,615 DCX - - - - - Ford 1,587,004 1,251,077 1,053,538 1,109,340 11,267,504 Other - - - - 4,274,260 ---------- ---------- --------- ---------- ----------- Net 2,111,498 1,688,154 1,437,103 1,497,671 19,281,380 ---------- ---------- --------- ---------- ----------- Intercompany 1,249,694 1,442,560 1,197,425 1,305,164 6,210,925 ---------- ---------- --------- ---------- ----------- Gross 3,361,191 3,130,714 2,634,528 2,802,836 25,492,305 ---------- ---------- --------- ---------- ----------- SEABROOK GM 2,274,859 1,902,192 1,669,258 1,802,039 15,769,198 DCX 61,382 51,348 49,012 58,806 480,300 Ford 1,037,888 865,789 724,896 835,598 7,387,294 Other 330,512 271,555 263,606 279,356 13,893,549 ---------- ---------- --------- ---------- ----------- Net 3,704,640 3,090,884 2,706,772 2,975,798 37,530,341 ---------- ---------- --------- ---------- ----------- Intercompany - - - - - ---------- ---------- --------- ---------- ----------- Gross 3,704,640 3,090,884 2,706,772 2,975,798 37,530,341 ---------- ---------- --------- ---------- -----------
167 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ---------- ---------- ---------- ---------- ----------- ---------- ---------- I. REVENUE CORPORATE GM (1,160,225) (1,160,225) (1,160,225) (1,160,225) (4,640,901) (2,073,209) (2,073,209) DCX - Ford - Other 173,952 173,952 173,952 173,952 695,808 179,171 179,171 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Net (986,273) (986,273) (986,273) (986,273) (3,945,093) (1,894,038) (1,894,038) ---------- ---------- ---------- ---------- ----------- ---------- ---------- Intercompany 31,435,938 31,435,938 31,435,938 31,435,938 125,743,752 32,379,016 32,379,016 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Gross 30,449,665 30,449,665 30,449,665 30,449,665 121,798,659 30,484,978 30,484,978 ---------- ---------- ---------- ---------- ----------- ---------- ---------- GRAND BLANC GM 17,054,049 15,015,276 12,393,345 12,548,901 57,011,571 13,633,019 13,202,899 DCX 2,130,682 1,798,692 1,410,107 1,463,307 6,802,788 1,505,187 1,435,352 Ford - - - - - - - Other 11,916,311 10,716,904 9,649,667 9,571,759 41,854,642 11,572,652 10,494,510 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Net 31,101,042 27,530,872 23,453,120 23,583,967 105,669,001 26,710,857 25,132,761 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Intercompany - - - - - - - ---------- ---------- ---------- ---------- ----------- ---------- ---------- Gross 31,101,042 27,530,872 23,453,120 23,583,967 105,669,001 26,710,857 25,132,761 ---------- ---------- ---------- ---------- ----------- ---------- ---------- GRAND RAPIDS GM 1,350,971 1,374,763 1,172,667 1,219,222 5,117,623 1,330,739 1,279,748 DCX - - - - - - - Ford 3,602,566 3,681,804 3,054,592 3,133,830 13,472,792 2,921,783 2,867,098 Other - - - - - - - ---------- ---------- ---------- ---------- ----------- ---------- ---------- Net 4,953,536 5,056,568 4,227,259 4,353,052 18,590,415 4,252,523 4,146,846 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Intercompany 3,978,906 4,042,064 2,565,619 2,405,036 12,991,624 2,750,543 2,709,484 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Gross 8,932,443 9,098,631 6,792,878 6,758,088 31,582,039 7,003,066 6,856,330 ---------- ---------- ---------- ---------- ----------- ---------- ---------- SEABROOK GM 4,782,788 4,404,909 2,437,195 2,541,070 14,165,961 2,731,507 2,685,341 DCX 161,727 161,727 161,727 161,727 646,909 161,727 161,727 Ford 2,525,046 2,548,690 2,275,448 2,349,843 9,699,027 2,477,208 2,438,271 Other 888,724 866,770 791,993 828,057 3,375,543 888,724 866,770 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Net 8,358,285 7,982,096 5,666,363 5,880,697 27,887,440 6,259,167 6,152,108 ---------- ---------- ---------- ---------- ----------- ---------- ---------- Intercompany - - - - - - - ---------- ---------- ---------- ---------- ----------- ---------- ---------- Gross 8,358,285 7,982,096 5,666,363 5,880,697 27,887,440 6,259,167 6,152,108 ---------- ---------- ---------- ---------- ----------- ---------- ---------- SEP-06 DEC-06 2006 2007 2008 ---------- ---------- ----------- ----------- ----------- I. REVENUE CORPORATE GM (2,073,209) (2,073,209) (8,292,836) (8,936,480) (8,936,480) DCX - Ford - Other 179,171 179,171 716,682 738,183 760,328 ---------- ---------- ----------- ----------- ----------- Net (1,894,038) (1,894,038) (7,576,154) (8,198,297) (8,176,152) ---------- ---------- ----------- ----------- ----------- Intercompany 32,379,016 32,379,016 129,516,065 133,401,547 137,403,593 ---------- ---------- ----------- ----------- ----------- Gross 30,484,978 30,484,978 121,939,911 125,203,249 129,227,441 ---------- ---------- ----------- ----------- ----------- GRAND BLANC GM 10,440,462 10,442,536 47,718,915 42,544,964 40,679,660 DCX 1,321,991 1,405,786 5,668,315 5,250,370 4,882,708 Ford - - - - - Other 9,649,667 9,571,759 41,288,588 41,288,230 41,288,230 ---------- ---------- ----------- ----------- ----------- Net 21,412,120 21,420,081 94,675,819 89,083,564 86,850,598 ---------- ---------- ----------- ----------- ----------- Intercompany - - - - - ---------- ---------- ----------- ----------- ----------- Gross 21,412,120 21,420,081 94,675,819 89,083,564 86,850,598 ---------- ---------- ----------- ----------- ----------- GRAND RAPIDS GM 1,154,718 1,205,796 4,971,001 2,965,347 2,990,187 DCX - - - - - Ford 2,463,092 2,463,092 10,715,066 6,972,996 - Other - - - - - ---------- ---------- ----------- ----------- ----------- Net 3,617,810 3,668,888 15,686,067 9,938,343 2,990,187 ---------- ---------- ----------- ----------- ----------- Intercompany 2,268,344 2,353,920 10,082,292 9,653,578 9,100,472 ---------- ---------- ----------- ----------- ----------- Gross 5,886,155 6,022,809 25,768,359 19,591,921 12,090,659 ---------- ---------- ----------- ----------- ----------- SEABROOK GM 2,246,758 2,291,482 9,955,088 2,630,463 400,038 DCX 161,727 161,727 646,909 646,909 646,909 Ford 727,132 728,910 6,371,521 2,845,446 2,549,811 Other 791,993 828,057 3,375,543 3,375,491 3,375,491 ---------- ---------- ----------- ----------- ----------- Net 3,927,610 4,010,175 20,349,060 9,498,309 6,972,249 ---------- ---------- ----------- ----------- ----------- Intercompany - - - - - ---------- ---------- ----------- ----------- ----------- Gross 3,927,610 4,010,175 20,349,060 9,498,309 6,972,249 ---------- ---------- ----------- ----------- -----------
168 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 --------- --------- ---------- --------- --------- --------- --------- --------- WALLACEBURG / NEW BUSINESS GM DCX Ford Other 644,709 740,779 1,312,711 1,039,316 892,732 1,000,332 217,219 523,987 --------- --------- ---------- --------- --------- --------- --------- --------- Net 644,709 740,779 1,312,711 1,039,316 892,732 1,000,332 217,219 523,987 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany - 10,370 8,369 - - - - - --------- --------- ---------- --------- --------- --------- --------- --------- Gross 644,709 751,149 1,321,080 1,039,316 892,732 1,000,332 217,219 523,987 --------- --------- ---------- --------- --------- --------- --------- --------- GROESBECK GM DCX Ford Other 7,454,873 8,850,357 10,720,901 7,670,493 7,578,592 8,205,958 4,541,134 6,205,448 --------- --------- ---------- --------- --------- --------- --------- --------- Net 7,454,873 8,850,357 10,720,901 7,670,493 7,578,592 8,205,958 4,541,134 6,205,448 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany 8,476 18,089 45,764 37,893 45,146 47,028 20,833 26,336 --------- --------- ---------- --------- --------- --------- --------- --------- Gross 7,463,350 8,868,446 10,766,665 7,708,387 7,623,738 8,252,987 4,561,967 6,231,785 --------- --------- ---------- --------- --------- --------- --------- --------- MALYN GM DCX Ford Other 3,039,451 3,017,078 2,947,236 2,008,236 2,057,855 2,388,000 1,803,045 979,319 --------- --------- ---------- --------- --------- --------- --------- --------- Net 3,039,451 3,017,078 2,947,236 2,008,236 2,057,855 2,388,000 1,803,045 979,319 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany 125,884 163,692 229,838 292,915 377,139 467,082 150,258 300,077 --------- --------- ---------- --------- --------- --------- --------- --------- Gross 3,165,335 3,180,770 3,177,075 2,301,151 2,434,995 2,855,082 1,953,303 1,279,396 --------- --------- ---------- --------- --------- --------- --------- --------- HARPER GM DCX Ford Other 6,426,372 8,422,669 10,627,133 7,465,878 8,359,067 9,847,631 4,522,748 5,835,393 --------- --------- ---------- --------- --------- --------- --------- --------- Net 6,426,372 8,422,669 10,627,133 7,465,878 8,359,067 9,847,631 4,522,748 5,835,393 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany 332,810 331,459 277,417 135,573 150,932 163,045 121,205 73,645 --------- --------- ---------- --------- --------- --------- --------- --------- Gross 6,759,182 8,754,128 10,904,550 7,601,450 8,509,999 10,010,676 4,643,954 5,909,038 --------- --------- ---------- --------- --------- ---------- --------- --------- CONNEAUT GM DCX Ford Other 1,139,068 1,289,703 1,634,856 1,195,173 1,261,347 1,527,804 696,837 1,371,037 --------- --------- ---------- --------- --------- --------- --------- --------- Net 1,139,068 1,289,703 1,634,856 1,195,173 1,261,347 1,527,804 696,837 1,371,037 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany 676,120 887,578 1,094,713 626,762 437,516 952,573 274,412 625,789 --------- --------- ---------- --------- --------- --------- --------- --------- Gross 1,815,188 2,177,281 2,729,569 1,821,935 1,698,864 2,480,377 971,249 1,996,826 --------- --------- ---------- --------- --------- --------- --------- --------- HARTFORD CITY GM DCX Ford Other 1,344,070 1,537,169 1,865,650 1,320,523 1,229,605 1,414,568 494,443 927,824 --------- --------- ---------- --------- --------- --------- --------- --------- Net 1,344,070 1,537,169 1,865,650 1,320,523 1,229,605 1,414,568 494,443 927,824 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany - - 8,987 3,702 2,131 - - 1,517 --------- --------- ---------- --------- --------- --------- --------- --------- Gross 1,344,070 1,537,169 1,874,637 1,324,225 1,231,736 1,414,568 494,443 929,341 --------- --------- ---------- --------- --------- --------- --------- --------- HOPKINSVILLE GM DCX Ford Other 1,164,036 1,801,720 2,371,487 1,993,820 1,953,543 2,352,839 566,105 1,444,233 --------- --------- ---------- --------- --------- --------- --------- --------- Net 1,164,036 1,801,720 2,371,487 1,993,820 1,953,543 2,352,839 566,105 1,444,233 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany - - - - - - - - --------- --------- ---------- --------- --------- --------- --------- --------- Gross 1,164,036 1,801,720 2,371,487 1,993,820 1,953,543 2,352,839 566,105 1,444,233 --------- --------- ---------- --------- --------- --------- --------- --------- LANCASTER GM DCX Ford Other 1,522,952 1,925,644 2,118,624 1,920,121 1,901,391 2,488,137 1,137,638 1,376,438 --------- --------- ---------- --------- --------- --------- --------- --------- Net 1,522,952 1,925,644 2,118,624 1,920,121 1,901,391 2,488,137 1,137,638 1,376,438 --------- --------- ---------- --------- --------- --------- --------- --------- Intercompany 262,409 210,448 358,010 (690) 9,421 - 685 - --------- --------- ---------- --------- --------- --------- --------- --------- Gross 1,785,361 2,136,091 2,476,635 1,919,431 1,910,812 2,488,137 1,138,322 1,376,438 --------- --------- ---------- --------- --------- --------- --------- --------- SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- ---------- WALLACEBURG / NEW BUSINESS GM - DCX - Ford - Other 812,968 435,363 348,759 91,068 8,059,942 --------- --------- --------- --------- ---------- Net 812,968 435,363 348,759 91,068 8,059,942 --------- --------- --------- --------- ---------- Intercompany - 1,290 3,615 - 23,644 --------- --------- --------- --------- ---------- Gross 812,968 436,654 352,374 91,068 8,083,587 --------- --------- --------- --------- ---------- GROESBECK GM - DCX - Ford - Other 8,805,061 7,474,048 7,197,709 6,526,737 91,231,313 --------- --------- --------- --------- ---------- Net 8,805,061 7,474,048 7,197,709 6,526,737 91,231,313 --------- --------- --------- --------- ---------- Intercompany 33,284 36,326 19,920 40,774 379,871 --------- --------- --------- --------- ---------- Gross 8,838,345 7,510,374 7,217,630 6,567,512 91,611,184 --------- --------- --------- --------- ---------- MALYN GM - DCX - Ford - Other 3,484,954 3,354,306 3,125,857 2,917,605 31,122,943 --------- --------- --------- --------- ---------- Net 3,484,954 3,354,306 3,125,857 2,917,605 31,122,943 --------- --------- --------- --------- ---------- Intercompany 130,101 81,321 87,959 85,360 2,491,627 --------- --------- --------- --------- ---------- Gross 3,615,055 3,435,627 3,213,817 3,002,965 33,614,571 --------- --------- --------- --------- ---------- HARPER GM - DCX - Ford - Other 7,745,785 6,266,113 6,081,540 5,688,971 87,289,301 --------- --------- --------- --------- ---------- Net 7,745,785 6,266,113 6,081,540 5,688,971 87,289,301 --------- --------- --------- --------- ---------- Intercompany 297,432 280,922 204,224 255,667 2,624,331 --------- --------- --------- --------- ---------- Gross 8,043,217 6,547,035 6,285,765 5,944,638 89,913,632 --------- --------- --------- --------- ---------- CONNEAUT GM - DCX - Ford - Other 1,672,140 1,360,133 1,306,594 1,737,542 16,192,235 --------- --------- --------- --------- ---------- Net 1,672,140 1,360,133 1,306,594 1,737,542 16,192,235 --------- --------- --------- --------- ---------- Intercompany 833,175 664,307 554,406 529,492 8,156,842 --------- --------- --------- --------- ---------- Gross 2,505,316 2,024,440 1,861,000 2,267,033 24,349,077 --------- --------- --------- --------- ---------- HARTFORD CITY GM - DCX - Ford - Other 1,131,842 880,935 984,068 1,290,837 14,421,534 --------- --------- --------- --------- ---------- Net 1,131,842 880,935 984,068 1,290,837 14,421,534 --------- --------- --------- --------- ---------- Intercompany 47,887 37,048 49,148 14,564 164,984 --------- --------- --------- --------- ---------- Gross 1,179,729 917,983 1,033,216 1,305,401 14,586,518 --------- --------- --------- --------- ---------- HOPKINSVILLE GM - DCX - Ford - Other 1,561,345 1,748,858 1,820,979 1,898,798 20,677,760 --------- --------- --------- --------- ---------- Net 1,561,345 1,748,858 1,820,979 1,898,798 20,677,760 --------- --------- --------- --------- ---------- Intercompany - - - - - --------- --------- --------- --------- ---------- Gross 1,561,345 1,748,858 1,820,979 1,898,798 20,677,760 --------- --------- --------- --------- ---------- LANCASTER GM - DCX - Ford - Other 1,960,803 1,532,238 1,681,621 2,831,414 22,397,021 --------- --------- --------- --------- ---------- Net 1,960,803 1,532,238 1,681,621 2,831,414 22,397,021 --------- --------- --------- --------- ---------- Intercompany 2,550 176 3,072 - 846,081 --------- --------- --------- --------- ---------- Gross 1,963,353 1,532,414 1,684,693 2,831,414 23,243,102 --------- --------- --------- --------- ----------
169 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 --------- --------- --------- --------- --------- --------- --------- WALLACEBURG / NEW BUSINESS GM - - - - DCX - - - 1,400,666 Ford - - - - Other (8,785) (13,351) (620) - - - - --------- --------- --------- --------- --------- --------- --------- Net (8,785) (13,351) (620) - - - 1,400,666 --------- --------- --------- --------- --------- --------- --------- Intercompany (2,181) - - - - - - --------- --------- --------- --------- --------- --------- --------- Gross (10,966) (13,351) (620) - - - 1,400,666 --------- --------- --------- --------- --------- --------- --------- GROESBECK GM 5,797,056 6,436,113 7,249,912 2,703,566 DCX - - - - Ford 273,650 256,042 262,102 81,729 Other 5,498,135 6,903,699 9,137,936 - - - - --------- --------- --------- --------- --------- --------- --------- Net 5,498,135 6,903,699 9,137,936 6,070,706 6,692,155 7,512,014 2,785,296 --------- --------- --------- --------- --------- --------- --------- Intercompany 57,949 36,034 61,804 35,000 35,000 43,750 15,000 --------- --------- --------- --------- --------- --------- --------- Gross 5,556,084 6,939,734 9,199,740 6,105,706 6,727,155 7,555,764 2,800,296 --------- --------- --------- --------- --------- --------- --------- MALYN GM 3,504,379 3,753,023 4,206,388 1,861,523 DCX - - - - Ford - - - - Other 3,092,682 3,807,247 5,009,697 - - - - --------- --------- --------- --------- --------- --------- --------- Net 3,092,682 3,807,247 5,009,697 3,504,379 3,753,023 4,206,388 1,861,523 --------- --------- --------- --------- --------- --------- --------- Intercompany 6,578 37,492 10,910 - - - - --------- --------- --------- --------- --------- --------- --------- Gross 3,099,260 3,844,739 5,020,607 3,504,379 3,753,023 4,206,388 1,861,523 --------- --------- --------- --------- --------- --------- --------- HARPER GM 2,023,628 2,231,084 2,459,325 742,777 DCX 3,474,156 3,676,151 4,191,164 2,138,586 Ford - - - - Other 4,981,580 5,901,579 7,443,972 109,621 113,885 138,862 48,725 --------- --------- --------- --------- --------- --------- --------- Net 4,981,580 5,901,579 7,443,972 5,607,405 6,021,120 6,789,351 2,930,088 --------- --------- --------- --------- --------- --------- --------- Intercompany 216,852 339,686 449,664 92,981 102,278 109,062 43,279 --------- --------- --------- --------- --------- --------- --------- Gross 5,198,432 6,241,265 7,893,636 5,700,386 6,123,398 6,898,413 2,973,367 --------- --------- --------- --------- --------- --------- --------- CONNEAUT GM 77,070 80,500 93,183 36,219 DCX - - - - Ford 963,571 963,495 1,024,824 417,355 Other 1,245,511 1,277,413 2,226,381 - - - - --------- --------- --------- --------- --------- --------- --------- Net 1,245,511 1,277,413 2,226,381 1,040,641 1,043,995 1,118,007 453,574 --------- --------- --------- --------- --------- --------- --------- Intercompany 516,453 542,613 756,387 484,324 378,605 404,428 102,162 --------- --------- --------- --------- --------- --------- --------- Gross 1,761,964 1,820,026 2,982,768 1,524,965 1,422,600 1,522,435 555,736 --------- --------- --------- --------- --------- --------- --------- HARTFORD CITY GM 216,269 256,027 293,664 137,957 DCX 5,434 - - - Ford 182,732 189,140 215,383 63,071 Other 1,069,575 1,127,859 1,425,582 365,603 378,911 472,320 194,734 --------- --------- --------- --------- --------- --------- --------- Net 1,069,575 1,127,859 1,425,582 770,038 824,077 981,368 395,762 --------- --------- --------- --------- --------- --------- --------- Intercompany 61,864 31,322 55,000 49,533 54,495 70,654 19,716 --------- --------- --------- --------- --------- --------- --------- Gross 1,131,439 1,159,181 1,480,582 819,571 878,572 1,052,022 415,478 --------- --------- --------- --------- --------- --------- --------- HOPKINSVILLE GM 1,882,914 1,970,222 2,285,345 914,526 DCX - - - - Ford 43,219 45,488 54,550 22,744 Other 228,112 1,290,906 2,327,486 - - - - --------- --------- --------- --------- --------- --------- --------- Net 228,112 1,290,906 2,327,486 1,926,132 2,015,710 2,339,895 937,270 --------- --------- --------- --------- --------- --------- --------- Intercompany - - - - - - - --------- --------- --------- --------- --------- --------- --------- Gross 228,112 1,290,906 2,327,486 1,926,132 2,015,710 2,339,895 937,270 --------- --------- --------- --------- --------- --------- --------- LANCASTER GM 318,899 365,722 407,335 50,492 DCX - - - - Ford 401,190 175,803 83,156 69,316 Other 1,510,248 1,084,558 1,507,139 72,863 80,142 87,422 72,863 --------- --------- --------- --------- --------- --------- --------- Net 1,510,248 1,084,558 1,507,139 792,952 621,668 577,913 192,671 --------- --------- --------- --------- --------- --------- --------- Intercompany - 808 - - - - (6,984) --------- --------- --------- --------- --------- --------- --------- Gross 1,510,248 1,085,365 1,507,139 792,952 621,668 577,913 185,687 --------- --------- --------- --------- --------- --------- --------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- ---------- --------- --------- ---------- WALLACEBURG / NEW BUSINESS GM - - - - - - DCX 2,900,369 3,687,138 3,228,429 2,661,398 2,885,558 16,763,557 Ford - - - - - - Other - - - - - (22,757) --------- --------- ---------- --------- --------- ---------- Net 2,900,369 3,687,138 3,228,429 2,661,398 2,885,558 16,740,801 --------- --------- ---------- --------- --------- ---------- Intercompany - - - - - (2,181) --------- --------- ---------- --------- --------- ---------- Gross 2,900,369 3,687,138 3,228,429 2,661,398 2,885,558 16,738,619 --------- --------- ---------- --------- --------- ---------- GROESBECK GM 5,337,583 6,306,686 4,885,570 3,899,585 4,303,168 46,919,241 DCX - - - - - - Ford 116,978 142,582 115,705 113,713 110,598 1,473,098 Other - - - - - 21,539,771 --------- --------- ---------- --------- --------- ---------- Net 5,454,562 6,449,268 5,001,275 4,013,298 4,413,766 69,932,109 --------- --------- ---------- --------- --------- ---------- Intercompany 35,000 43,750 35,000 35,000 25,000 458,287 --------- --------- ---------- --------- --------- ---------- Gross 5,489,562 6,493,018 5,036,275 4,048,298 4,438,766 70,390,396 --------- --------- ---------- --------- --------- ---------- MALYN GM 3,555,945 4,265,388 3,554,491 2,903,869 3,126,357 30,731,364 DCX - - - - - - Ford - - - - - - Other - - - - - 11,909,626 --------- --------- ---------- --------- --------- ---------- Net 3,555,945 4,265,388 3,554,491 2,903,869 3,126,357 42,640,990 --------- --------- ---------- --------- --------- ---------- Intercompany - - - - - 54,980 --------- --------- ---------- --------- --------- ---------- Gross 3,555,945 4,265,388 3,554,491 2,903,869 3,126,357 42,695,970 --------- --------- ---------- --------- --------- ---------- HARPER GM 1,532,292 1,829,777 1,435,509 1,125,920 1,190,420 14,570,733 DCX 3,991,636 5,481,968 5,022,451 4,237,042 4,500,785 36,713,940 Ford - - - - - - Other - - - - - 18,738,224 --------- --------- ---------- --------- --------- ---------- Net 5,523,929 7,311,745 6,457,961 5,362,962 5,691,205 70,022,897 --------- --------- ---------- --------- --------- ---------- Intercompany 95,213 114,256 95,213 73,574 78,767 1,810,826 --------- --------- ---------- --------- --------- ---------- Gross 5,619,142 7,426,001 6,553,174 5,436,536 5,769,973 71,833,723 --------- --------- ---------- --------- --------- ---------- CONNEAUT GM 73,144 94,145 47,343 35,049 49,758 586,411 DCX - - - - - - Ford 768,132 921,309 776,607 654,460 733,017 7,222,770 Other - - - - - 4,749,305 --------- --------- ---------- --------- --------- ---------- Net 841,276 1,015,454 823,950 689,509 782,775 12,558,486 --------- --------- ---------- --------- --------- ---------- Intercompany 258,392 307,811 243,089 206,279 219,301 4,419,845 --------- --------- ---------- --------- --------- ---------- Gross 1,099,669 1,323,265 1,067,039 895,788 1,002,075 16,978,331 --------- --------- ---------- --------- --------- ---------- HARTFORD CITY GM 247,494 320,916 243,435 256,077 261,393 2,233,232 DCX 10,247 1,000 - - 5,962 22,643 Ford 102,736 140,936 103,169 100,607 111,382 1,209,155 Other 374,777 481,925 384,009 339,028 401,461 7,015,784 --------- --------- ---------- --------- --------- ---------- Net 735,254 944,776 730,613 695,712 780,198 10,480,814 --------- --------- ---------- --------- --------- ---------- Intercompany 52,563 62,531 49,313 41,497 43,736 592,224 --------- --------- ---------- --------- --------- ---------- Gross 787,816 1,007,307 779,926 737,208 823,935 11,073,038 --------- --------- ---------- --------- --------- ---------- HOPKINSVILLE GM 1,902,911 1,216,546 359,248 323,346 341,297 11,196,355 DCX - - - - - - Ford 45,488 54,550 45,488 40,949 43,219 395,694 Other - - - - - 3,846,504 --------- --------- ---------- --------- --------- ---------- Net 1,948,399 1,271,095 404,736 364,295 384,516 15,438,553 --------- --------- ---------- --------- --------- ---------- Intercompany - - - - - - --------- --------- ---------- --------- --------- ---------- Gross 1,948,399 1,271,095 404,736 364,295 384,516 15,438,553 --------- --------- ---------- --------- --------- ---------- LANCASTER GM 39,448 48,041 40,058 39,448 40,530 1,349,974 DCX - - - - - - Ford 69,316 86,795 72,596 69,316 82,356 1,109,845 Other 72,863 91,229 76,336 72,863 87,422 4,815,947 --------- --------- ---------- --------- --------- ---------- Net 181,627 226,065 188,990 181,627 210,308 7,275,766 --------- --------- ---------- --------- --------- ---------- Intercompany (13,860) (20,988) (49,032) (49,032) - (139,089) --------- --------- ---------- --------- --------- ---------- Gross 167,767 205,077 139,958 132,595 210,308 7,136,678 --------- --------- ---------- --------- --------- ----------
170 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ---------- ---------- ---------- ---------- ---------- ---------- ---------- WALLACEBURG / NEW BUSINESS GM - - - - - - - DCX 9,861,254 9,861,254 8,320,433 8,320,433 36,363,375 9,244,926 9,090,844 Ford - - - - - - - Other - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 9,861,254 9,861,254 8,320,433 8,320,433 36,363,375 9,244,926 9,090,844 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 9,861,254 9,861,254 8,320,433 8,320,433 36,363,375 9,244,926 9,090,844 ---------- ---------- ---------- ---------- ---------- ---------- ---------- GROESBECK GM 14,152,242 14,314,232 12,315,372 12,886,520 53,668,366 13,823,557 10,975,806 DCX - - - - - - - Ford 287,417 293,104 273,042 275,886 1,129,449 278,769 284,455 Other - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 14,439,659 14,607,336 12,588,415 13,162,406 54,797,815 14,102,325 11,260,261 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 103,750 113,750 93,750 95,000 406,250 103,750 113,750 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 14,543,409 14,721,086 12,682,165 13,257,406 55,204,065 14,206,075 11,374,011 ---------- ---------- ---------- ---------- ---------- ---------- ---------- MALYN GM 9,801,146 9,032,392 9,135,175 9,366,202 37,334,914 9,442,428 9,375,056 DCX - - - - - - - Ford - - - - - - - Other - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 9,801,146 9,032,392 9,135,175 9,366,202 37,334,914 9,442,428 9,375,056 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 9,801,146 9,032,392 9,135,175 9,366,202 37,334,914 9,442,428 9,375,056 ---------- ---------- ---------- ---------- ---------- ---------- ---------- HARPER GM 4,017,447 4,065,773 3,286,213 3,220,658 14,590,091 3,483,979 3,418,042 DCX 14,507,198 14,818,485 11,772,904 11,495,091 52,593,678 13,725,414 11,168,471 Ford - - - - - - - Other - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 18,524,645 18,884,258 15,059,117 14,715,749 67,183,769 17,209,394 14,586,513 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 283,007 292,600 254,277 263,873 1,093,756 297,456 287,861 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 18,807,652 19,176,858 15,313,394 14,979,622 68,277,526 17,506,850 14,874,374 ---------- ---------- ---------- ---------- ---------- ---------- ---------- CONNEAUT GM 122,891 122,891 103,217 122,891 471,891 122,891 122,891 DCX - - - - - - - Ford 2,024,605 2,074,830 1,753,474 1,911,540 7,764,450 2,171,262 1,953,655 Other - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 2,147,497 2,197,722 1,856,691 2,034,432 8,236,342 2,294,154 2,076,546 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 703,825 718,508 596,462 616,555 2,635,350 577,470 567,337 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 2,851,321 2,916,229 2,453,154 2,650,987 10,871,692 2,871,624 2,643,883 ---------- ---------- ---------- ---------- ---------- ---------- ---------- HARTFORD CITY GM 1,075,292 1,091,735 291,942 315,320 2,774,290 287,951 317,324 DCX 10,501 5,962 11,246 5,962 33,672 10,501 5,962 Ford 297,278 293,545 262,064 274,998 1,127,884 291,678 287,931 Other 1,211,486 1,233,491 1,051,125 1,143,143 4,639,246 1,211,486 1,233,491 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 2,594,557 2,624,733 1,616,378 1,739,424 8,575,092 1,801,617 1,844,708 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 142,011 145,129 120,407 123,481 531,028 115,181 113,029 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 2,736,569 2,769,862 1,736,784 1,862,905 9,106,119 1,916,798 1,957,738 ---------- ---------- ---------- ---------- ---------- ---------- ---------- HOPKINSVILLE GM 1,185,564 1,131,655 969,982 1,023,891 4,311,092 1,185,564 1,131,655 DCX - - - - - - - Ford 150,049 143,256 122,782 129,574 545,660 150,049 143,256 Other - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 1,335,613 1,274,911 1,092,763 1,153,465 4,856,752 1,335,613 1,274,911 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 1,335,613 1,274,911 1,092,763 1,153,465 4,856,752 1,335,613 1,274,911 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LANCASTER GM 128,648 127,547 113,327 116,548 486,070 113,402 108,812 DCX - - - - - - - Ford 235,628 228,708 225,428 224,268 914,032 235,628 228,708 Other 240,427 240,427 240,427 240,427 961,710 240,427 240,427 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 604,703 596,682 579,183 581,244 2,361,812 589,457 577,948 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 604,703 596,682 579,183 581,244 2,361,812 589,457 577,948 ---------- ---------- ---------- ---------- ---------- ---------- ---------- SEP-06 DEC-06 2006 2007 2008 ---------- ---------- ---------- ----------- ----------- WALLACEBURG / NEW BUSINESS GM 1,904,030 11,371,292 13,275,322 78,335,640 91,447,666 DCX 6,902,745 6,993,824 32,232,339 28,859,113 26,924,354 Ford - - - - - Other - - - - - ---------- ---------- ---------- ----------- ----------- Net 8,806,776 18,365,116 45,507,661 107,194,753 118,372,020 ---------- ---------- ---------- ----------- ----------- Intercompany - - - - - ---------- ---------- ---------- ----------- ----------- Gross 8,806,776 18,365,116 45,507,661 107,194,753 118,372,020 ---------- ---------- ---------- ----------- ----------- GROESBECK GM 9,312,111 9,528,827 43,640,300 41,143,908 41,510,992 DCX - - - - - Ford 258,628 261,471 1,083,323 1,001,522 509,634 Other - - - - - ---------- ---------- ---------- ----------- ----------- Net 9,570,739 9,790,298 44,723,623 42,145,430 42,020,626 ---------- ---------- ---------- ----------- ----------- Intercompany 93,750 95,000 406,250 406,250 406,250 ---------- ---------- ---------- ----------- ----------- Gross 9,664,489 9,885,298 45,129,873 42,551,680 42,426,876 ---------- ---------- ---------- ----------- ----------- MALYN GM 8,036,981 8,326,247 35,180,711 32,686,149 20,986,745 DCX - - - - - Ford - - - - - Other - - - - - ---------- ---------- ---------- ----------- ----------- Net 8,036,981 8,326,247 35,180,711 32,686,149 20,986,745 ---------- ---------- ---------- ----------- ----------- Intercompany - - - - - ---------- ---------- ---------- ----------- ----------- Gross 8,036,981 8,326,247 35,180,711 32,686,149 20,986,745 ---------- ---------- ---------- ----------- ----------- HARPER GM 2,957,765 2,957,765 12,817,550 12,366,693 11,488,526 DCX 9,803,863 9,384,639 44,082,386 37,518,435 21,590,098 Ford - - - - - Other - - - - - ---------- ---------- ---------- ----------- ----------- Net 12,761,627 12,342,403 56,899,937 49,885,128 33,078,624 ---------- ---------- ---------- ----------- ----------- Intercompany 254,277 259,068 1,098,662 1,213,458 1,214,147 ---------- ---------- ---------- ----------- ----------- Gross 13,015,904 12,601,471 57,998,599 51,098,586 34,292,771 ---------- ---------- ---------- ----------- ----------- CONNEAUT GM 103,217 122,891 471,891 471,891 471,891 DCX - - - - - Ford 246,663 279,187 4,650,767 1,109,412 1,109,412 Other - - - - - ---------- ---------- ---------- ----------- ----------- Net 349,880 402,078 5,122,658 1,581,304 1,581,304 ---------- ---------- ---------- ----------- ----------- Intercompany 486,652 492,268 2,123,727 1,428,879 134,518 ---------- ---------- ---------- ----------- ----------- Gross 836,532 894,347 7,246,385 3,010,182 1,715,821 ---------- ---------- ---------- ----------- ----------- HARTFORD CITY GM 291,942 315,320 1,212,538 1,212,542 1,212,542 DCX 11,246 5,962 33,672 33,735 33,735 Ford 252,702 265,651 1,097,962 1,044,899 725,792 Other 1,051,125 1,143,143 4,639,246 4,639,260 4,639,260 ---------- ---------- ---------- ----------- ----------- Net 1,607,016 1,730,077 6,983,418 6,930,436 6,611,328 ---------- ---------- ---------- ----------- ----------- Intercompany 97,089 97,089 422,390 274,845 - ---------- ---------- ---------- ----------- ----------- Gross 1,704,106 1,827,167 7,405,808 7,205,281 6,611,328 ---------- ---------- ---------- ----------- ----------- HOPKINSVILLE GM 969,982 1,023,891 4,311,092 4,311,092 4,311,092 DCX - - - - - Ford 122,782 129,574 545,660 545,594 545,594 Other - - - - - ---------- ---------- ---------- ----------- ----------- Net 1,092,763 1,153,465 4,856,752 4,856,686 4,856,686 ---------- ---------- ---------- ----------- ----------- Intercompany - - - - - ---------- ---------- ---------- ----------- ----------- Gross 1,092,763 1,153,465 4,856,752 4,856,686 4,856,686 ---------- ---------- ---------- ----------- ----------- LANCASTER GM 106,092 111,940 440,246 143,421 143,421 DCX - - - - - Ford 225,428 224,268 914,032 914,032 914,032 Other 240,427 240,427 961,710 961,710 961,710 ---------- ---------- ---------- ----------- ----------- Net 571,947 576,635 2,315,988 2,019,163 2,019,163 ---------- ---------- ---------- ----------- ----------- Intercompany - - - - - ---------- ---------- ---------- ----------- ----------- Gross 571,947 576,635 2,315,988 2,019,163 2,019,163 ---------- ---------- ---------- ----------- -----------
171 of 231 Venture-Confidential-DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ---------- ---------- ---------- ---------- ---------- ---------- ---------- SMC GM DCX Ford Other 4,838 2,961 10,217 23,143 26,598 49,740 21,233 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 4,838 2,961 10,217 23,143 26,598 49,740 21,233 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 1,242,575 1,243,827 1,652,029 1,115,300 1,170,667 1,317,632 468,210 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 1,247,414 1,246,788 1,662,246 1,138,443 1,197,265 1,367,373 489,443 ---------- ---------- ---------- ---------- ---------- ---------- ---------- MASONIC-WK GM DCX Ford Other 122,517 (116,367) 1,619 171,140 240,096 240,035 (5,974) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 122,517 (116,367) 1,619 171,140 240,096 240,035 (5,974) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany - 348,670 270,669 202,159 329,577 258,211 289,221 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 122,517 232,303 272,287 373,299 569,673 498,246 283,247 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL REVENUE GM - - - - - - - DCX - - - - - - - Ford - - - - - - - Other 36,262,487 44,958,133 55,727,226 40,939,831 42,540,005 49,561,699 20,528,948 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net 36,262,487 44,958,133 55,727,226 40,939,831 42,540,005 49,561,699 20,528,948 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 13,116,743 14,341,388 17,649,524 13,146,463 13,035,174 15,064,241 9,591,134 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross 49,379,231 59,299,521 73,376,750 54,086,294 55,575,179 64,625,940 30,120,082 ---------- ---------- ---------- ---------- ---------- ---------- ---------- II. VARIABLE COSTS All variable costs for January through September are actual. Thereafter costs are based on plant projected standards for 2004. CORPORATE Material 8,235 7,124 5,834 4,604 9,979 287,029 1,049 Scrap - 182 26 148 432 339 347 Labor 9,369,108 10,151,959 12,295,485 10,050,732 9,798,081 11,290,643 8,587,406 Burden (10,750) 79,179 273,894 6,359 (161,112) (73,952) 9,171 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 9,366,593 10,238,445 12,575,238 10,061,843 9,647,380 11,504,059 8,597,973 ---------- ---------- ---------- ---------- ---------- ---------- ---------- GRAND BLANC Material 2,701,345 3,813,619 4,800,432 4,056,407 4,046,822 4,569,982 1,444,154 Scrap 270,933 421,658 495,043 305,764 429,965 466,616 111,295 Labor 2,023,185 2,246,389 2,905,357 2,167,835 2,293,949 2,383,830 1,605,828 Burden 1,120,482 1,675,110 2,112,059 1,239,620 1,440,401 1,717,999 1,254,157 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 6,115,946 8,156,776 10,312,891 7,769,626 8,211,137 9,138,427 4,415,435 ---------- ---------- ---------- ---------- ---------- ---------- ---------- GRAND RAPIDS Material 1,690,765 2,322,810 3,340,317 1,307,394 1,136,178 2,594,224 439,533 Scrap 49,756 44,097 102,202 170,422 34,601 293,217 (24,141) Labor 452,630 577,971 589,294 319,104 298,346 425,275 253,942 Burden 357,240 524,223 562,686 403,580 127,080 236,510 217,013 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 2,550,391 3,469,101 4,594,498 2,200,499 1,596,204 3,549,226 886,347 ---------- ---------- ---------- ---------- ---------- ---------- ---------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ---------- ---------- ---------- ---------- ---------- ----------- SMC GM - DCX - Ford - Other 51,620 104,085 66,631 102,384 33,002 496,452 ---------- ---------- ---------- ---------- ---------- ----------- Net 51,620 104,085 66,631 102,384 33,002 496,452 ---------- ---------- ---------- ---------- ---------- ----------- Intercompany 859,688 1,103,594 939,182 877,693 1,013,861 13,004,259 ---------- ---------- ---------- ---------- ---------- ----------- Gross 911,308 1,207,679 1,005,813 980,077 1,046,863 13,500,710 ---------- ---------- ---------- ---------- ---------- ----------- MASONIC-WK GM - DCX - Ford - Other 403,226 277,298 95,011 113,719 64,373 1,606,693 ---------- ---------- ---------- ---------- ---------- ----------- Net 403,226 277,298 95,011 113,719 64,373 1,606,693 ---------- ---------- ---------- ---------- ---------- ----------- Intercompany 224,070 134,348 74,616 71,060 319,477 2,522,078 ---------- ---------- ---------- ---------- ---------- ----------- Gross 627,296 411,646 169,626 184,779 383,850 4,128,771 ---------- ---------- ---------- ---------- ---------- ----------- TOTAL REVENUE GM - - - - - - DCX - - - - - - Ford - - - - - - Other 31,706,629 43,581,351 35,470,009 35,050,196 38,741,876 475,068,390 ---------- ---------- ---------- ---------- ---------- ----------- Net 31,706,629 43,581,351 35,470,009 35,050,196 38,741,876 475,068,390 ---------- ---------- ---------- ---------- ---------- ----------- Intercompany 11,890,705 13,861,387 11,331,527 11,182,112 13,607,947 157,818,346 ---------- ---------- ---------- ---------- ---------- ----------- Gross 43,597,334 57,442,738 46,801,536 46,232,308 52,349,823 632,886,736 ---------- ---------- ---------- ---------- ---------- ----------- II. VARIABLE COSTS All variable costs for January through September are actual. Thereafter costs are based on plant projected standards for 2004. CORPORATE Material 12,795 87,053 56,052 21,753 2,644,006 3,145,512 Scrap 1,465 5,792 4,589 3,341 2,731 19,391 Labor 8,993,058 10,908,114 8,935,910 8,379,413 8,580,468 117,340,377 Burden 8,689 7,461 (13,805) 17,025 333,032 475,190 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 9,016,006 11,008,420 8,982,745 8,421,532 11,560,237 120,980,472 ---------- ---------- ---------- ---------- ---------- ----------- GRAND BLANC Material 2,538,127 3,147,227 2,780,185 3,260,536 2,268,151 39,426,987 Scrap 403,919 490,473 287,641 303,600 236,479 4,223,385 Labor 1,741,351 2,378,416 1,853,660 1,598,898 1,903,821 25,102,521 Burden 957,494 1,377,394 744,450 530,168 904,919 15,074,254 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 5,640,891 7,393,510 5,665,935 5,693,203 5,313,370 83,827,147 ---------- ---------- ---------- ---------- ---------- ----------- GRAND RAPIDS Material 1,493,961 1,894,706 1,291,913 1,166,419 888,631 19,566,851 Scrap 55,660 40,549 65,304 49,994 48,068 929,728 Labor 270,419 337,633 310,681 306,759 333,277 4,475,329 Burden 229,987 214,144 259,599 391,022 409,121 3,932,204 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 2,050,026 2,487,032 1,927,498 1,914,194 1,679,097 28,904,112 ---------- ---------- ---------- ---------- ---------- -----------
172 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ---------- ---------- ---------- ---------- ---------- ---------- SMC GM - - - DCX - - - Ford - - - Other 112,167 111,223 58,236 130,222 143,244 200,015 ---------- ---------- ---------- ---------- ---------- ---------- Net 112,167 111,223 58,236 130,222 143,244 200,015 ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 876,144 858,807 1,274,954 647,654 763,661 882,605 ---------- ---------- ---------- ---------- ---------- ---------- Gross 988,311 970,030 1,333,190 777,876 906,905 1,082,619 ---------- ---------- ---------- ---------- ---------- ---------- MASONIC-WK GM 432,440 475,684 547,037 DCX 11,110 222,193 222,193 Ford - - - Other 110,109 55,726 229,839 - - - ---------- ---------- ---------- ---------- ---------- ---------- Net 110,109 55,726 229,839 443,550 697,877 769,229 ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 455,546 440,589 598,262 75,000 75,000 75,000 ---------- ---------- ---------- ---------- ---------- ---------- Gross 565,655 496,315 828,101 518,550 772,877 844,229 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL REVENUE GM - - - 19,003,156 21,126,168 23,339,313 DCX - - - 4,784,381 5,633,638 6,112,868 Ford - - - 4,656,464 4,076,357 4,364,579 Other 29,533,412 33,381,056 46,089,901 4,234,157 4,686,958 5,620,041 ---------- ---------- ---------- ---------- ---------- ---------- Net 29,533,412 33,381,056 46,089,901 32,678,158 35,523,121 39,436,802 ---------- ---------- ---------- ---------- ---------- ---------- Intercompany 11,456,064 12,245,632 14,958,912 10,520,710 11,208,876 13,222,296 ---------- ---------- ---------- ---------- ---------- ---------- Gross 40,989,477 45,626,688 61,048,813 43,198,869 46,731,998 52,659,098 ---------- ---------- ---------- ---------- ---------- ---------- II. VARIABLE COSTS CORPORATE Material 66,682 (73,661) 121,788 38,270 38,270 38,270 Scrap 3,856 2,535 6,128 4,173 4,173 4,173 Labor 8,644,903 9,253,688 11,042,291 9,646,961 9,646,961 9,646,961 Burden (198) (15,400) (54,427) (23,342) (23,342) (23,342) Restructuring Adjustment (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 8,581,143 9,006,162 10,751,481 9,446,062 9,446,062 9,391,062 ---------- ---------- ---------- ---------- ---------- ---------- GRAND BLANC Material 2,473,353 2,470,008 2,773,752 2,319,004 2,527,357 2,813,529 Scrap 1,067,086 (448,549) 1,242,041 254,244 280,641 312,424 Labor 1,227,818 2,842,559 2,654,750 1,239,502 1,332,062 1,450,131 Burden 179,515 3,239,539 2,247,344 1,731,897 1,880,520 2,050,744 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 4,947,772 8,103,558 8,917,887 5,544,647 6,020,580 6,626,829 ---------- ---------- ---------- ---------- ---------- ---------- GRAND RAPIDS Material 861,479 957,685 1,553,678 1,320,712 1,461,703 1,858,062 Scrap 69,954 72,589 43,453 27,414 30,454 38,172 Labor 477,077 373,364 349,395 51,645 57,184 69,591 Burden 231,445 421,545 246,897 452,608 441,749 489,330 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 1,639,955 1,825,183 2,193,423 1,852,380 1,991,091 2,455,155 ---------- ---------- ---------- ---------- ---------- ---------- JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ---------- ---------- ---------- ---------- ---------- ---------- ----------- SMC GM - - - - - - - DCX - - - - - - - Ford - - - - - - - Other 69,553 130,222 212,902 136,423 130,222 198,934 1,633,362 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Net 69,553 130,222 212,902 136,423 130,222 198,934 1,633,362 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Intercompany 260,404 504,139 715,471 524,723 446,270 570,021 8,324,853 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Gross 329,957 634,362 928,373 661,146 576,493 768,954 9,958,215 ---------- ---------- ---------- ---------- ---------- ---------- ----------- MASONIC-WK GM 281,086 497,306 597,902 498,333 410,818 445,413 4,186,019 DCX 138,870 5,244,796 10,649,958 12,239,307 10,278,290 11,156,050 50,162,766 Ford - - - - - - - Other - - - - - - 395,674 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Net 419,956 5,742,102 11,247,860 12,737,640 10,689,108 11,601,463 54,744,459 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Intercompany 75,000 75,000 75,000 75,000 75,000 75,000 2,169,397 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Gross 494,956 5,817,102 11,322,860 12,812,640 10,764,108 11,676,463 56,913,856 ---------- ---------- ---------- ---------- ---------- ---------- ----------- TOTAL REVENUE GM 8,526,056 18,114,672 22,219,174 18,835,548 15,712,834 17,139,061 164,015,981 DCX 4,062,486 12,897,221 20,724,437 21,244,171 17,957,396 19,283,934 112,700,531 Ford 1,664,657 3,291,262 3,971,063 3,230,432 2,757,479 3,025,508 31,037,801 Other 3,010,821 4,239,710 5,691,688 4,377,723 3,920,576 4,548,073 149,334,117 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Net 17,264,019 38,542,865 52,606,361 47,687,874 40,348,285 43,996,576 457,088,431 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Intercompany 9,659,529 11,413,772 14,158,700 11,550,805 11,800,228 13,928,165 146,123,689 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Gross 26,923,548 49,956,637 66,765,060 59,238,678 52,148,514 57,924,741 603,212,120 ---------- ---------- ---------- ---------- ---------- ---------- ----------- II. VARIABLE COSTS CORPORATE Material 38,270 38,270 38,270 38,270 38,270 38,270 459,235 Scrap 4,173 4,173 4,173 4,173 4,173 4,173 50,077 Labor 9,646,961 9,646,961 9,646,961 9,646,961 9,646,961 9,646,961 115,763,532 Burden (23,342) (23,342) (23,342) (23,342) (23,342) (23,342) (280,101) Restructuring Adjustment (220,000) (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400) ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 9,446,062 9,446,062 9,391,062 9,446,062 9,446,062 9,391,062 113,188,342 ---------- ---------- ---------- ---------- ---------- ---------- ----------- GRAND BLANC Material 1,123,683 2,079,203 3,076,456 2,839,652 2,490,159 2,793,880 29,780,037 Scrap 144,473 238,473 351,384 332,300 292,880 326,057 4,393,454 Labor 1,334,761 1,075,056 1,560,888 1,491,838 1,322,308 1,459,051 18,990,724 Burden 1,022,608 1,529,322 2,251,071 2,179,469 1,922,157 2,129,545 22,363,733 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 3,625,525 4,922,054 7,239,798 6,843,259 6,027,505 6,708,534 75,527,948 ---------- ---------- ---------- ---------- ---------- ---------- ----------- GRAND RAPIDS Material 557,834 1,765,029 2,387,745 2,157,953 1,815,785 1,928,760 18,626,425 Scrap 12,038 41,761 59,716 56,695 47,706 50,808 550,762 Labor 24,143 81,998 119,168 115,246 97,316 103,291 1,919,418 Burden 206,520 221,362 233,695 260,074 15,041 216,392 3,436,657 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 800,534 2,110,150 2,800,323 2,589,968 1,975,848 2,299,252 24,533,262 ---------- ---------- ---------- ---------- ---------- ---------- -----------
173 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 ----------- ----------- ----------- ----------- ----------- ----------- SMC GM - - - - - - DCX - - - - - - Ford - - - - - - Other 479,547 479,547 412,812 472,400 1,844,306 479,547 ----------- ----------- ----------- ----------- ----------- ----------- Net 479,547 479,547 412,812 472,400 1,844,306 479,547 ----------- ----------- ----------- ----------- ----------- ----------- Intercompany 2,579,415 2,450,824 1,557,851 1,649,444 8,237,534 2,579,415 ----------- ----------- ----------- ----------- ----------- ----------- Gross 3,058,962 2,930,372 1,970,662 2,121,844 10,081,840 3,058,962 ----------- ----------- ----------- ----------- ----------- ----------- MASONIC-WK GM 1,352,240 1,168,993 1,309,482 1,330,618 5,161,334 1,288,347 DCX 34,505,400 35,053,105 27,211,633 29,570,661 126,340,799 35,255,746 Ford - - - - - - Other - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Net 35,857,640 36,222,098 28,521,116 30,901,279 131,502,132 36,544,093 ----------- ----------- ----------- ----------- ----------- ----------- Intercompany 225,000 225,000 225,000 225,000 900,000 225,000 ----------- ----------- ----------- ----------- ----------- ----------- Gross 36,082,640 36,447,098 28,746,116 31,126,279 132,402,132 36,769,093 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL REVENUE GM 53,863,053 50,689,941 42,367,693 43,531,616 190,452,303 45,370,176 DCX 61,176,763 61,699,225 48,888,052 51,017,182 222,781,221 59,903,501 Ford 9,122,588 9,263,937 7,966,830 8,299,939 34,653,294 8,526,377 Other 14,910,448 13,711,091 12,319,976 12,429,739 53,371,254 14,572,007 ----------- ----------- ----------- ----------- ----------- ----------- Net 139,072,852 135,364,194 111,542,551 115,278,476 501,258,073 128,372,061 ----------- ----------- ----------- ----------- ----------- ----------- Intercompany 39,451,852 39,423,813 36,849,304 36,814,326 152,539,295 39,027,831 ----------- ----------- ----------- ----------- ----------- ----------- Gross 178,524,704 174,788,007 148,391,855 152,092,802 653,797,368 167,399,892 ----------- ----------- ----------- ----------- ----------- ----------- II. VARIABLE COSTS CORPORATE Material 118,253 118,253 118,253 118,253 473,012 121,800 Scrap 12,895 12,895 12,895 12,895 51,579 13,282 Labor 29,809,109 29,809,109 29,809,109 29,809,109 119,236,438 30,703,383 Burden (72,126) (72,126) (72,126) (72,126) (288,504) (74,290) Restructuring Adjustment - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 29,868,131 29,868,131 29,868,131 29,868,131 119,472,524 30,764,175 ----------- ----------- ----------- ----------- ----------- ----------- GRAND BLANC Material 9,377,064 8,378,582 7,034,383 7,069,695 31,859,724 8,085,863 Scrap 1,087,027 988,957 819,335 813,845 3,709,165 923,375 Labor 4,672,604 4,139,736 3,493,328 3,510,947 15,816,615 3,979,102 Burden 7,565,093 6,695,261 5,747,551 5,766,556 25,774,462 6,631,114 Restructuring Adjustment - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 22,701,788 20,202,537 17,094,597 17,161,044 77,159,966 19,619,455 ----------- ----------- ----------- ----------- ----------- ----------- GRAND RAPIDS Material 6,165,139 6,283,523 4,779,063 4,781,727 22,009,453 4,871,116 Scrap 178,649 181,973 135,858 135,162 631,641 140,061 Labor 693,728 699,589 610,808 608,687 2,612,812 556,651 Burden 175,275 232,415 (805,750) (839,718) (1,237,778) (134,992) Restructuring Adjustment - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 7,212,792 7,397,500 4,719,979 4,685,858 24,016,128 5,432,837 ----------- ----------- ----------- ----------- ----------- ----------- JUN-06 SEP-06 DEC-06 2006 2007 2008 ----------- ----------- ----------- ----------- ----------- ----------- SMC GM - - - - - - DCX - - - - - - Ford - - - - - - Other 479,547 412,812 472,400 1,844,306 1,844,306 1,844,306 ----------- ----------- ----------- ----------- ----------- ----------- Net 479,547 412,812 472,400 1,844,306 1,844,306 1,844,306 ----------- ----------- ----------- ----------- ----------- ----------- Intercompany 2,450,824 1,557,851 1,649,444 8,237,534 8,237,532 8,237,532 ----------- ----------- ----------- ----------- ----------- ----------- Gross 2,930,372 1,970,662 2,121,844 10,081,840 10,081,838 10,081,838 ----------- ----------- ----------- ----------- ----------- ----------- MASONIC-WK GM 1,288,347 1,098,235 1,161,642 4,836,571 4,390,942 2,023,441 DCX 34,729,535 28,751,203 29,749,780 128,486,265 121,578,539 114,722,436 Ford - - - - - - Other - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Net 36,017,882 29,849,439 30,911,422 133,322,836 125,969,480 116,745,877 ----------- ----------- ----------- ----------- ----------- ----------- Intercompany 225,000 225,000 225,000 900,000 900,000 900,000 ----------- ----------- ----------- ----------- ----------- ----------- Gross 36,242,882 30,074,439 31,136,422 134,222,836 126,869,480 117,645,877 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL REVENUE GM 41,832,712 36,549,083 46,786,420 170,538,391 214,266,572 208,729,720 DCX 56,591,892 46,952,776 47,701,718 211,149,886 193,887,100 168,800,240 Ford 8,203,373 4,296,427 4,352,154 25,378,331 14,433,901 6,354,274 Other 13,493,916 12,325,195 12,434,957 52,826,075 52,847,179 52,869,325 ----------- ----------- ----------- ----------- ----------- ----------- Net 120,121,892 100,123,481 111,275,249 459,892,683 475,434,752 436,753,559 ----------- ----------- ----------- ----------- ----------- ----------- Intercompany 38,846,302 37,361,979 37,550,806 152,786,919 155,516,090 157,396,512 ----------- ----------- ----------- ----------- ----------- ----------- Gross 158,968,194 137,485,461 148,826,055 612,679,602 630,950,841 594,150,071 ----------- ----------- ----------- ----------- ----------- ----------- II. VARIABLE COSTS CORPORATE Material 121,800 121,800 121,800 487,202 501,818 516,872 Scrap 13,282 13,282 13,282 53,126 54,720 56,362 Labor 30,703,383 30,703,383 30,703,383 122,813,531 126,497,937 130,292,875 Burden (74,290) (74,290) (74,290) (297,159) (306,074) (315,256) Restructuring Adjustment - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 30,764,175 30,764,175 30,764,175 123,056,700 126,748,401 130,550,853 ----------- ----------- ----------- ----------- ----------- ----------- GRAND BLANC Material 7,600,884 6,544,728 6,550,529 28,782,004 27,394,384 26,761,831 Scrap 872,274 771,065 761,801 3,328,516 3,179,010 3,106,233 Labor 3,759,858 3,192,852 3,192,263 14,124,074 13,263,655 12,918,166 Burden 6,233,906 5,388,678 5,377,633 23,631,332 22,861,105 22,249,418 Restructuring Adjustment - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 18,466,922 15,897,323 15,882,227 69,865,927 66,698,155 65,035,647 ----------- ----------- ----------- ----------- ----------- ----------- GRAND RAPIDS Material 4,771,017 4,091,833 4,168,644 17,902,611 13,258,273 6,904,571 Scrap 137,127 117,723 120,456 515,367 391,838 241,813 Labor 550,386 516,570 524,061 2,147,669 1,762,235 1,569,261 Burden (212,491) (578,953) (471,882) (1,398,318) (1,877,980) (2,393,197) Restructuring Adjustment - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 5,246,039 4,147,173 4,341,279 19,167,329 13,534,366 6,322,448 ----------- ----------- ----------- ----------- ----------- -----------
174 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 --------- --------- --------- --------- --------- --------- --------- SEABROOK Material 1,062,865 1,646,518 1,681,563 1,336,263 1,604,248 1,689,860 715,489 Scrap 175,176 252,950 303,863 159,817 197,289 197,020 80,478 Labor 1,423,008 1,776,854 2,075,907 1,309,015 1,571,802 1,570,582 910,496 Burden 688,979 930,476 967,644 647,557 790,976 821,024 548,574 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 3,350,027 4,606,798 5,028,976 3,452,652 4,164,315 4,278,485 2,255,037 --------- --------- --------- --------- --------- --------- --------- WALLACEBURG Material 360,545 428,374 813,970 522,050 556,226 558,578 138,012 Scrap 9,074 12,393 18,205 17,939 15,713 17,297 2,430 Labor 120,132 187,036 223,398 205,817 167,342 154,254 63,013 Burden 44,398 76,697 43,211 94,900 76,468 99,006 19,323 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 534,149 704,500 1,098,785 840,705 815,749 829,136 222,777 --------- --------- --------- --------- --------- --------- --------- GROESBECK Material 2,459,525 3,373,355 4,331,816 2,888,615 2,965,125 3,300,672 1,728,325 Scrap 128,334 164,753 180,299 165,382 138,721 139,164 70,537 Labor 1,853,780 1,925,509 2,304,876 1,755,140 1,637,438 1,855,296 1,295,629 Burden 293,436 561,977 635,724 437,316 447,394 495,615 304,526 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 4,735,075 6,025,595 7,452,714 5,246,454 5,188,678 5,790,747 3,399,016 --------- --------- --------- --------- --------- --------- --------- MALYN Material 1,707,183 1,809,671 2,026,649 1,427,433 1,464,716 1,629,175 1,220,731 Scrap 14,325 10,581 20,420 4,837 31,494 41,271 25,575 Labor 470,382 434,959 454,682 369,251 356,333 456,500 339,310 Burden 88,408 83,452 109,461 79,143 106,767 108,360 53,866 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 2,280,299 2,338,663 2,611,212 1,880,663 1,959,310 2,235,306 1,639,482 --------- --------- --------- --------- --------- --------- --------- HARPER Material 3,108,601 3,897,497 4,806,709 3,252,344 3,710,793 4,325,562 2,046,104 Scrap 156,726 160,165 198,261 189,042 142,086 145,843 89,502 Labor 1,486,563 1,828,604 2,187,677 1,469,138 1,637,939 1,898,723 1,129,811 Burden 203,568 651,085 881,670 67,350 400,079 538,125 378,775 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 4,955,459 6,537,351 8,074,317 4,977,874 5,890,896 6,908,252 3,644,192 --------- --------- --------- --------- --------- --------- --------- CONNEAUT Material 595,338 817,076 897,220 588,978 644,173 873,659 354,723 Scrap 74,215 82,963 83,531 59,247 45,598 66,652 28,994 Labor 552,122 555,024 647,757 499,517 436,730 602,247 467,579 Burden 223,137 291,781 388,670 221,876 200,068 269,559 187,309 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 1,444,813 1,746,845 2,017,179 1,369,618 1,326,570 1,812,117 1,038,605 --------- --------- --------- --------- --------- --------- --------- HARTFORD CITY Material 663,128 763,592 864,847 625,885 588,520 695,756 242,712 Scrap 28,802 32,118 21,723 12,778 8,914 13,484 5,804 Labor 298,823 269,831 288,791 209,966 201,846 200,595 114,324 Burden 139,510 207,016 308,000 191,894 126,316 190,738 124,683 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 1,130,263 1,272,557 1,483,361 1,040,523 925,595 1,100,573 487,523 --------- --------- --------- --------- --------- --------- --------- HOPKINSVILLE Material 247,448 501,080 846,459 545,695 546,786 644,925 158,672 Scrap 24,744 72,386 114,620 130,216 132,747 142,189 53,377 Labor 379,884 548,568 690,006 553,171 541,296 575,276 342,481 Burden 308,905 296,756 486,582 393,210 301,112 368,786 291,205 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 960,980 1,418,789 2,137,668 1,622,292 1,521,941 1,731,175 845,735 --------- --------- --------- --------- --------- --------- --------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- --------- ---------- SEABROOK Material 1,278,132 1,469,200 1,184,772 1,112,421 777,379 15,558,709 Scrap 147,272 179,062 152,793 190,482 158,300 2,194,500 Labor 1,245,570 1,436,382 1,383,966 1,180,350 1,184,777 17,068,709 Burden 520,470 620,536 548,517 553,401 642,728 8,280,881 Restructuring - - - - - - Adjustment --------- --------- --------- --------- --------- ---------- Total Variable Costs 3,191,444 3,705,180 3,270,048 3,036,653 2,763,184 43,102,800 --------- --------- --------- --------- --------- ---------- WALLACEBURG Material 317,327 479,582 230,994 247,144 99,124 4,751,928 Scrap 9,556 12,619 6,099 4,745 - 126,071 Labor 95,591 123,553 120,940 76,070 73,082 1,610,228 Burden 28,492 33,581 11,747 21,741 31,086 580,650 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 450,966 649,336 369,780 349,701 203,293 7,068,876 --------- --------- --------- --------- --------- ---------- GROESBECK Material 2,352,436 3,261,573 2,916,917 2,902,284 2,811,029 35,291,673 Scrap 110,075 182,933 149,819 118,923 88,516 1,637,456 Labor 1,584,774 2,022,384 1,681,688 1,612,905 1,889,277 21,418,696 Burden 347,402 373,734 398,987 442,059 590,170 5,328,340 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 4,394,686 5,840,624 5,147,411 5,076,172 5,378,992 63,676,164 --------- --------- --------- --------- --------- ---------- MALYN Material 553,060 2,361,240 2,162,993 2,365,354 1,934,945 20,663,151 Scrap 6,019 22,101 10,159 21,166 11,994 219,944 Labor 359,555 586,841 450,651 434,517 556,813 5,269,796 Burden 92,080 77,442 119,900 78,507 76,330 1,073,715 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 1,010,714 3,047,624 2,743,703 2,899,545 2,580,083 27,226,606 --------- --------- --------- --------- --------- ---------- HARPER Material 2,677,497 3,529,971 2,902,033 2,976,168 3,242,200 40,475,480 Scrap 117,048 150,683 115,191 61,233 82,927 1,608,706 Labor 1,415,820 1,757,301 1,334,804 1,211,724 1,328,770 18,686,874 Burden 215,864 399,559 360,156 232,391 449,090 4,777,712 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 4,426,229 5,837,514 4,712,185 4,481,516 5,102,987 65,548,772 --------- --------- --------- --------- --------- ---------- CONNEAUT Material 665,123 852,825 641,328 625,227 456,369 8,012,041 Scrap 52,163 78,195 54,991 66,382 60,089 753,021 Labor 516,150 604,886 506,533 487,054 643,392 6,518,992 Burden 246,027 445,463 332,348 296,183 301,574 3,403,996 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 1,479,464 1,981,369 1,535,200 1,474,847 1,461,423 18,688,049 --------- --------- --------- --------- --------- ---------- HARTFORD CITY Material 393,537 537,514 412,711 478,666 592,416 6,859,286 Scrap 8,608 13,770 12,733 13,944 15,246 187,925 Labor 156,499 181,765 212,412 211,664 225,106 2,571,620 Burden 149,412 153,029 103,235 68,016 143,781 1,905,630 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 708,056 886,077 741,090 772,291 976,549 11,524,460 --------- --------- --------- --------- --------- ---------- HOPKINSVILLE Material 502,069 344,406 473,263 476,405 548,988 5,836,196 Scrap 89,337 74,474 78,485 77,797 99,137 1,089,508 Labor 442,589 467,441 446,319 441,216 481,706 5,909,953 Burden 231,809 235,151 254,433 271,748 327,879 3,767,576 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 1,265,804 1,121,472 1,252,501 1,267,165 1,457,710 16,603,233 --------- --------- --------- --------- --------- ----------
175 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 --------- --------- --------- --------- --------- --------- --------- SEABROOK Material 1,094,547 1,091,399 1,779,136 830,259 969,526 964,516 339,471 Scrap 109,850 125,327 148,096 141,662 166,251 157,858 42,437 Labor 1,310,519 1,161,405 1,379,271 530,284 609,903 601,560 191,891 Burden 618,041 721,478 690,799 648,552 752,722 742,410 255,917 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 3,132,957 3,099,609 3,997,301 2,150,757 2,498,402 2,466,344 829,716 --------- --------- --------- --------- --------- --------- --------- WALLACEBURG Material (1,904) (245) - - - - 821,049 Scrap - - - - - - - Labor - - - - - - 157,594 Burden - - - - - - 139,321 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs (1,904) (245) - - - - 1,117,963 --------- --------- --------- --------- --------- --------- --------- GROESBECK Material 2,361,394 2,760,122 3,920,539 2,249,416 2,485,778 2,797,866 1,022,472 Scrap 94,067 116,193 145,211 90,447 99,585 111,891 41,469 Labor 1,499,728 1,718,403 2,045,289 803,789 886,586 996,307 335,673 Burden 301,256 544,305 629,811 820,552 909,805 1,020,050 643,030 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 4,256,445 5,139,023 6,740,850 3,964,205 4,381,755 4,926,114 2,042,644 --------- --------- --------- --------- --------- --------- --------- MALYN Material 2,002,700 2,604,317 3,326,838 2,351,042 2,530,707 2,837,718 1,264,418 Scrap 25,285 43,659 38,993 50,870 52,542 58,889 26,061 Labor 521,609 557,426 639,683 199,196 204,632 229,873 103,887 Burden 77,082 90,071 250,501 231,417 241,526 271,609 120,996 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 2,626,676 3,295,472 4,256,015 2,832,525 3,029,408 3,398,089 1,515,362 --------- --------- --------- --------- --------- --------- --------- HARPER Material 2,362,545 2,838,972 3,680,564 2,658,433 2,856,972 3,221,577 1,398,686 Scrap 79,137 91,121 121,174 79,805 85,728 96,578 41,627 Labor 1,219,907 1,305,185 1,541,124 479,106 517,995 581,252 252,975 Burden 327,681 320,252 472,769 900,588 971,282 1,091,782 480,808 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 3,989,270 4,555,530 5,815,632 4,117,933 4,431,978 4,991,189 2,174,096 --------- --------- --------- --------- --------- --------- --------- CONNEAUT Material 601,527 571,980 1,007,677 499,334 481,473 525,577 212,990 Scrap 44,393 44,587 52,852 32,400 31,037 34,972 11,684 Labor 501,843 486,962 656,209 304,875 316,791 311,930 213,173 Burden 265,045 349,513 305,347 327,601 272,575 300,672 307,691 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 1,412,809 1,453,043 2,022,085 1,164,209 1,101,874 1,173,151 745,537 --------- --------- --------- --------- --------- --------- --------- HARTFORD CITY Material 387,217 559,094 653,716 370,528 391,674 463,872 180,519 Scrap 15,025 13,086 16,175 5,537 5,738 11,215 2,559 Labor 211,690 215,193 246,672 89,329 99,591 114,486 56,730 Burden 79,974 173,337 129,858 175,006 192,244 230,301 163,784 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 693,905 960,710 1,046,422 640,399 689,247 819,875 403,592 --------- --------- --------- --------- --------- --------- --------- HOPKINSVILLE Material 76,967 333,305 652,591 516,774 540,808 627,782 251,468 Scrap 1,456 125,936 216,869 82,381 86,257 100,429 40,375 Labor 303,091 408,472 494,350 390,384 406,502 435,731 324,461 Burden 206,686 232,090 219,132 435,894 452,689 533,227 308,063 Restructuring Adjustment - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Costs 588,199 1,099,803 1,582,941 1,425,433 1,486,256 1,697,169 924,367 --------- --------- --------- --------- --------- --------- --------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- --------- --------- --------- ---------- SEABROOK Material 824,148 1,100,412 914,654 774,490 876,059 11,558,616 Scrap 128,080 175,975 147,233 126,614 139,239 1,608,622 Labor 487,806 666,574 558,530 496,047 541,036 8,534,825 Burden 607,598 818,093 683,329 601,899 661,997 7,802,836 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 2,047,632 2,761,055 2,303,745 1,999,049 2,218,331 29,504,899 --------- --------- --------- --------- --------- ---------- WALLACEBURG Material 1,700,151 2,161,343 1,892,455 1,560,070 1,691,469 9,824,389 Scrap - - - - - - Labor 326,330 414,853 363,242 299,443 324,664 1,886,125 Burden 288,493 366,751 321,124 264,723 287,020 1,667,432 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 2,314,975 2,942,947 2,576,821 2,124,236 2,303,153 13,377,946 --------- --------- --------- --------- --------- ---------- GROESBECK Material 2,025,800 2,384,717 1,817,728 1,456,518 1,585,110 26,867,461 Scrap 81,153 95,972 74,359 59,772 65,569 1,075,688 Labor 814,407 957,355 740,674 599,499 675,768 12,073,478 Burden 815,934 981,575 761,670 606,680 709,686 8,744,354 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 3,737,293 4,419,618 3,394,431 2,722,470 3,036,133 48,760,981 --------- --------- --------- --------- --------- ---------- MALYN Material 2,424,591 2,907,990 2,423,307 1,978,877 2,129,761 28,782,267 Scrap 49,783 59,716 49,763 40,654 43,029 539,245 Labor 193,601 232,399 193,676 158,676 171,219 3,405,876 Burden 222,517 267,214 222,696 182,737 197,418 2,375,784 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 2,890,491 3,467,319 2,889,442 2,360,944 2,541,428 35,103,171 --------- --------- --------- --------- --------- ---------- HARPER Material 2,591,448 3,308,599 2,859,983 2,371,266 2,510,515 32,659,562 Scrap 78,668 103,964 91,744 76,112 80,780 1,026,437 Labor 501,366 746,368 690,866 576,663 614,480 9,027,287 Burden 910,812 1,251,001 1,109,345 927,615 981,282 9,745,217 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 4,082,294 5,409,933 4,751,939 3,951,655 4,187,057 52,458,503 --------- --------- --------- --------- --------- ---------- CONNEAUT Material 417,811 503,846 409,260 345,453 388,448 5,965,376 Scrap 25,318 30,353 24,293 20,436 22,438 374,764 Labor 240,206 271,533 231,410 178,021 197,342 3,910,295 Burden 279,548 335,080 274,122 273,847 313,274 3,604,315 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 962,884 1,140,813 939,086 817,758 921,502 13,854,750 --------- --------- --------- --------- --------- ---------- HARTFORD CITY Material 349,935 439,189 339,714 323,730 358,776 4,817,962 Scrap 5,009 10,707 4,662 4,459 9,501 103,673 Labor 89,749 108,749 88,971 88,435 97,194 1,506,789 Burden 178,898 212,988 177,453 181,576 212,592 2,108,012 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 623,591 771,633 610,800 598,199 678,063 8,536,436 --------- --------- --------- --------- --------- ---------- HOPKINSVILLE Material 522,751 341,052 108,628 97,773 103,201 4,173,101 Scrap 83,631 58,746 23,429 21,087 22,258 862,854 Labor 396,827 325,383 231,489 199,824 168,073 4,084,586 Burden 457,569 326,119 233,903 155,534 177,139 3,738,043 Restructuring Adjustment - - - - - - --------- --------- --------- --------- --------- ---------- Total Variable Costs 1,460,778 1,051,300 597,448 474,219 470,670 12,858,584 --------- --------- --------- --------- --------- ----------
176 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 --------- ---------- ---------- ---------- ---------- ---------- ---------- SEABROOK Material 2,719,877 2,634,801 1,761,234 1,849,065 8,964,977 1,938,878 1,892,808 Scrap 383,797 362,302 250,701 261,277 1,258,076 278,920 273,740 Labor 1,717,740 1,677,675 1,338,509 1,369,162 6,103,087 1,345,144 1,330,352 Burden 1,981,137 1,909,145 1,430,948 1,474,885 6,796,115 1,643,809 1,622,047 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 6,802,552 6,583,923 4,781,391 4,954,389 23,122,255 5,206,751 5,118,948 --------- ---------- ---------- ---------- ---------- ---------- ---------- WALLACEBURG Material 5,780,514 5,780,514 4,877,309 4,877,309 21,315,646 5,419,232 5,328,912 Scrap - - - - - - - Labor 1,109,524 1,109,524 936,161 936,161 4,091,368 1,040,178 1,022,842 Burden 980,876 980,876 827,614 827,614 3,616,980 919,571 904,245 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 7,870,914 7,870,914 6,641,084 6,641,084 29,023,995 7,378,982 7,255,999 --------- ---------- ---------- ---------- ---------- ---------- ---------- GROESBECK Material 5,127,719 5,202,680 4,435,116 4,659,820 19,425,335 5,052,097 4,239,097 Scrap 218,151 220,816 190,232 198,861 828,060 213,091 170,610 Labor 2,444,468 2,463,065 2,266,024 2,319,592 9,493,148 2,154,508 1,823,434 Burden 1,750,422 1,780,943 1,443,330 1,540,227 6,514,922 2,192,591 1,652,191 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 9,540,759 9,667,504 8,334,702 8,718,500 36,261,465 9,612,287 7,885,333 --------- ---------- ---------- ---------- ---------- ---------- ---------- MALYN Material 6,687,128 6,180,656 6,221,278 6,381,405 25,470,466 6,445,743 6,397,614 Scrap 134,762 123,954 125,757 128,900 513,372 129,785 128,888 Labor 528,546 477,421 498,448 509,664 2,014,079 507,434 504,913 Burden 596,016 531,442 565,291 577,323 2,270,072 581,592 579,419 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 7,946,452 7,313,473 7,410,773 7,597,291 30,267,990 7,664,555 7,610,834 --------- ---------- ---------- ---------- ---------- ---------- ---------- HARPER Material 8,029,466 8,184,454 6,543,393 6,338,234 29,095,547 7,473,339 6,289,568 Scrap 263,307 268,476 214,388 209,715 955,885 245,096 208,241 Labor 2,959,706 2,994,734 2,532,815 2,493,757 10,981,012 2,567,631 2,354,709 Burden 2,266,392 2,323,472 1,650,049 1,591,560 7,831,474 2,273,272 1,901,799 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 13,518,871 13,771,136 10,940,645 10,633,265 48,863,918 12,559,338 10,754,317 --------- ---------- ---------- ---------- ---------- ---------- ---------- CONNEAUT Material 1,074,017 1,098,239 924,361 1,003,391 4,100,008 1,095,873 1,006,667 Scrap 66,694 68,182 57,079 60,635 252,589 62,576 58,806 Labor 677,497 683,155 639,077 660,445 2,660,174 502,024 481,935 Burden 709,511 717,488 651,837 684,492 2,763,328 669,169 641,802 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 2,527,719 2,567,064 2,272,354 2,408,963 9,776,099 2,329,642 2,189,210 --------- ---------- ---------- ---------- ---------- ---------- ---------- HARTFORD CITY Material 1,182,240 1,202,584 859,422 916,064 4,160,310 928,070 949,414 Scrap 30,557 31,088 20,723 22,077 104,446 22,358 22,919 Labor 434,670 436,171 261,883 273,404 1,406,128 241,621 245,404 Burden 599,009 600,735 146,168 170,626 1,516,539 378,248 386,075 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 2,246,476 2,270,579 1,288,195 1,382,172 7,187,423 1,570,298 1,603,812 --------- ---------- ---------- ---------- ---------- ---------- ---------- HOPKINSVILLE Material 358,455 342,170 293,283 309,569 1,303,477 358,455 342,170 Scrap 77,693 74,161 63,565 67,098 282,516 77,693 74,161 Labor 293,309 283,121 252,556 262,744 1,091,731 293,309 283,121 Burden 469,030 458,929 428,622 438,723 1,795,304 469,030 458,929 Restructuring Adjustment - - - - - - - --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 1,198,488 1,158,380 1,038,026 1,078,134 4,473,028 1,198,488 1,158,380 --------- ---------- ---------- ---------- ---------- ---------- ---------- SEP-06 DEC-06 2006 2007 2008 --------- ---------- ---------- ---------- ---------- SEABROOK Material 658,420 679,664 5,169,770 680,957 (50,953) Scrap 167,339 170,820 890,819 292,478 152,115 Labor 1,128,624 1,142,187 4,946,307 3,036,146 2,465,349 Burden 1,205,485 1,222,888 5,694,229 3,256,225 2,760,338 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 3,159,868 3,215,559 16,701,125 7,265,807 5,326,849 --------- ---------- ---------- ---------- ---------- WALLACEBURG Material 4,687,435 7,928,780 23,364,359 43,295,092 46,576,241 Scrap - - - - - Labor 1,102,049 2,730,247 5,895,317 16,634,557 18,657,709 Burden 1,185,994 3,678,152 6,687,963 23,416,631 26,663,243 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 6,975,479 14,337,179 35,947,638 83,346,281 91,897,193 --------- ---------- ---------- ---------- ---------- GROESBECK Material 3,611,428 3,693,503 16,596,126 15,984,842 15,856,676 Scrap 144,967 148,279 676,947 638,274 636,402 Labor 1,657,656 1,680,856 7,316,455 6,968,135 6,903,303 Burden 1,376,549 1,414,691 6,636,022 6,435,684 6,897,378 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 6,790,600 6,937,330 31,225,550 30,026,935 30,293,759 --------- ---------- ---------- ---------- ---------- MALYN Material 5,485,952 5,677,824 24,007,133 22,328,849 14,522,579 Scrap 110,473 114,522 483,668 449,056 285,871 Labor 431,700 450,258 1,894,304 1,747,202 1,021,096 Burden 495,042 518,134 2,174,187 2,053,688 1,198,599 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 6,523,167 6,760,737 28,559,292 26,578,794 17,028,145 --------- ---------- ---------- ---------- ---------- HARPER Material 5,509,558 5,317,841 24,590,306 21,893,734 14,260,623 Scrap 182,223 176,421 811,980 715,380 480,099 Labor 2,154,280 2,126,238 9,202,858 7,263,048 5,665,929 Burden 1,557,420 1,467,291 7,199,782 7,609,592 5,599,674 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 19,403,481 9,087,791 41,804,926 37,481,755 26,006,325 --------- ---------- ---------- ---------- ---------- CONNEAUT Material 295,927 320,952 2,719,418 1,114,217 733,265 Scrap 28,986 29,935 180,303 92,440 27,722 Labor 318,699 327,764 1,630,422 818,990 708,051 Burden 416,137 431,842 2,158,950 1,451,755 1,279,384 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 1,059,748 1,110,492 6,689,093 3,477,402 2,748,422 --------- ---------- ---------- ---------- ---------- HARTFORD CITY Material 834,401 889,471 3,601,356 3,498,291 3,184,997 Scrap 20,186 21,485 86,948 83,627 74,809 Labor 222,365 233,766 943,156 932,068 875,894 Burden 337,487 361,782 1,463,592 1,451,169 1,415,407 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 1,414,439 1,506,504 6,095,052 5,965,156 5,551,106 --------- ---------- ---------- ---------- ---------- HOPKINSVILLE Material 293,283 309,569 1,303,477 1,303,453 1,303,453 Scrap 63,565 67,098 282,516 282,514 282,514 Labor 252,556 262,744 1,091,731 1,091,723 1,091,723 Burden 428,622 438,723 1,795,304 1,795,289 1,795,289 Restructuring Adjustment - - - - - --------- ---------- ---------- ---------- ---------- Total Variable Costs 1,038,026 1,078,134 4,473,028 4,472,978 4,472,978 --------- ---------- ---------- ---------- ----------
177 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LANCASTER Material 842,862 857,680 1,655,316 832,719 872,823 970,135 572,657 Scrap 38,849 46,833 239,167 92,614 92,614 288,612 92,458 Labor 527,273 732,788 893,284 760,710 765,799 960,442 521,332 Burden 291,687 428,054 655,216 541,491 491,079 543,327 325,768 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 1,700,671 2,065,356 3,442,983 2,227,534 2,222,315 2,762,517 1,512,215 ---------- ---------- ---------- ---------- ---------- ---------- ---------- SMC Material 1,031,524 1,035,933 1,364,553 969,522 1,017,781 1,168,680 424,399 Scrap 21,597 26,271 39,329 32,721 32,458 45,513 69,381 Labor 62,532 68,457 79,575 67,277 58,185 69,229 50,325 Burden 57,879 61,427 83,586 38,070 59,530 59,544 32,281 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 1,173,532 1,192,088 1,567,043 1,107,591 1,167,954 1,342,966 576,386 ---------- ---------- ---------- ---------- ---------- ---------- ---------- MASONIC-WK Material 130,708 213,490 135,262 427,985 427,518 334,528 344,367 Scrap - - - - - - - Labor 87,538 122,868 150,114 278,405 159,330 177,595 142,065 Burden (0) (0) 0 315,190 33,105 90,948 53,924 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 218,245 336,358 285,376 1,021,580 619,954 603,070 540,355 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL Material 16,610,074 21,487,821 27,570,948 18,785,894 19,591,689 23,642,764 9,830,927 Scrap 992,532 1,327,352 1,816,689 1,340,926 1,302,630 1,857,217 606,036 Labor 19,106,961 21,426,817 25,786,203 20,015,077 19,924,417 22,620,486 15,823,540 Burden 3,806,877 5,867,233 7,508,403 4,677,556 4,439,264 5,465,588 3,800,575 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 40,516,444 50,109,223 62,682,243 44,819,454 45,258,000 53,586,055 30,061,078 ---------- ---------- ---------- ---------- ---------- ---------- ---------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ---------- ---------- ---------- ---------- ---------- ----------- LANCASTER Material 715,791 1,018,788 646,026 745,961 982,397 10,713,156 Scrap 98,427 238,623 197,706 169,200 118,602 1,713,705 Labor 565,136 756,139 609,955 636,333 810,730 8,539,920 Burden 343,605 334,907 404,531 441,507 310,871 5,112,044 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 1,722,958 2,348,457 1,858,219 1,993,001 2,222,599 26,078,825 ---------- ---------- ---------- ---------- ---------- ----------- SMC Material 810,392 1,056,741 833,106 790,506 847,108 11,350,244 Scrap 45,361 60,745 44,809 31,469 47,352 497,006 Labor 59,412 65,609 54,237 54,115 45,062 734,014 Burden 53,839 57,330 53,323 60,360 52,683 669,851 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 969,003 1,240,424 985,474 936,450 992,204 13,251,116 ---------- ---------- ---------- ---------- ---------- ----------- MASONIC-WK Material 347,373 427,564 143,722 158,127 (24,836) 3,065,809 Scrap - - 573 - 29,263 29,837 Labor 112,341 162,861 222,235 127,077 312,646 2,055,073 Burden 109,440 68,229 28,653 117,060 61,041 877,590 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 569,154 658,654 395,184 402,263 378,113 6,028,309 ---------- ---------- ---------- ---------- ---------- ----------- TOTAL Material 14,657,618 20,468,389 16,676,017 17,326,973 18,067,907 224,717,022 Scrap 1,144,910 1,550,018 1,180,892 1,112,276 998,704 15,230,183 Labor 17,558,264 21,789,324 18,123,991 16,758,096 18,368,928 237,302,102 Burden 3,534,609 4,397,960 3,606,074 3,521,188 4,634,304 55,259,632 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 36,895,401 48,205,692 39,586,974 38,718,533 42,069,843 532,508,939 ---------- ---------- ---------- ---------- ---------- -----------
178 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ---------- ---------- ---------- ---------- ---------- ---------- ---------- LANCASTER Material 762,294 586,900 856,876 371,791 273,857 244,333 76,107 Scrap 32,749 75,806 49,456 8,617 7,077 6,737 944 Labor 573,628 514,575 605,949 206,497 164,551 188,714 31,318 Burden 268,571 122,074 139,891 497,861 310,628 319,519 206,024 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 1,637,242 1,299,355 1,652,172 1,084,766 756,113 759,304 314,394 ---------- ---------- ---------- ---------- ---------- ---------- ---------- SMC Material 824,449 767,929 1,008,939 680,830 794,558 942,201 283,729 Scrap 50,563 53,169 42,600 23,336 27,207 32,479 9,899 Labor 48,234 47,781 58,279 32,389 37,303 44,501 39,387 Burden 48,258 65,410 68,734 58,821 61,268 66,577 43,025 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 971,504 934,288 1,178,552 795,376 920,336 1,085,758 376,040 ---------- ---------- ---------- ---------- ---------- ---------- ---------- MASONIC-WK Material 260,561 32,587 147,501 112,235 242,814 260,291 147,787 Scrap 9,610 41,995 34,655 6,487 7,135 8,206 4,216 Labor 304,142 350,122 440,960 144,000 190,080 388,800 420,480 Burden 16,832 173,950 220,254 455,107 522,030 711,191 749,138 Restructuring Adjustment - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 591,145 598,654 843,370 717,828 962,059 1,368,488 1,321,621 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL Material 14,133,812 15,500,391 21,483,595 14,318,629 15,595,497 17,595,594 7,718,483 Scrap 1,603,031 357,454 2,157,704 807,372 883,825 974,023 381,956 Labor 16,844,188 19,235,134 22,154,224 14,117,957 14,470,142 15,059,837 13,133,432 Burden 2,620,189 6,438,165 5,566,909 6,712,563 6,985,697 7,804,073 4,623,583 Restructuring Adjustment (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) (220,000) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Variable Costs 35,067,120 41,370,143 50,998,132 35,736,520 37,715,161 41,158,526 25,637,454 ---------- ---------- ---------- ---------- ---------- ---------- ---------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ---------- ---------- ---------- ---------- ---------- ----------- LANCASTER Material 70,987 88,327 73,848 70,987 82,123 3,558,433 Scrap 398 382 (625) (658) 940 181,823 Labor 11,563 10,381 5,198 964 13,104 2,326,442 Burden 163,642 173,432 165,393 167,292 199,837 2,734,165 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 246,590 272,523 243,814 238,586 296,004 8,800,862 ---------- ---------- ---------- ---------- ---------- ----------- SMC Material 547,006 795,466 569,899 495,286 654,291 8,364,583 Scrap 19,031 27,851 19,834 17,295 23,069 346,333 Labor 30,867 39,383 31,687 29,570 43,357 482,738 Burden 46,687 59,967 47,479 49,999 56,862 673,087 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 643,590 922,668 668,900 592,150 777,579 9,866,741 ---------- ---------- ---------- ---------- ---------- ----------- MASONIC-WK Material 2,997,151 6,306,835 7,233,186 6,003,355 6,542,929 30,287,233 Scrap 177,464 344,540 394,835 327,698 357,148 1,713,988 Labor 619,200 1,026,000 912,960 912,960 1,141,200 6,850,904 Burden 881,093 1,159,236 1,168,658 1,084,975 1,245,070 8,387,533 Restructuring Adjustment - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 4,674,908 8,836,611 9,709,640 8,328,988 9,286,346 47,239,658 ---------- ---------- ---------- ---------- ---------- ----------- TOTAL Material 18,354,281 25,840,249 23,678,537 19,822,020 21,683,591 215,724,678 Scrap 932,942 1,323,478 1,222,697 1,038,229 1,145,008 12,827,719 Labor 14,515,937 16,125,994 15,302,748 14,606,685 15,196,740 190,763,018 Burden 6,580,132 8,412,881 7,581,372 6,410,733 7,364,773 77,101,068 Restructuring Adjustment (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400) ---------- ---------- ---------- ---------- ---------- ----------- Total Variable Costs 40,163,293 51,427,602 47,565,353 41,657,667 45,115,112 493,612,084 ---------- ---------- ---------- ---------- ---------- -----------
179 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ----------- ----------- ----------- ----------- ----------- ----------- ----------- LANCASTER Material 235,872 233,163 226,358 227,243 922,635 229,726 225,611 Scrap 2,687 2,671 2,594 2,608 10,560 2,610 2,577 Labor 115,607 114,065 111,937 112,063 453,672 113,585 111,687 Burden 607,417 604,523 599,992 600,364 2,412,296 624,678 620,980 Restructuring Adjustment - - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 961,583 954,422 940,880 942,278 3,799,163 970,599 960,854 ----------- ----------- ----------- ----------- ----------- ----------- ----------- SMC Material 2,554,885 2,445,773 1,627,900 1,747,336 8,375,893 2,554,885 2,445,773 Scrap 91,769 87,911 59,120 63,655 302,455 91,769 87,911 Labor 132,487 129,414 101,735 105,346 468,982 132,487 129,414 Burden 239,570 230,174 145,536 156,577 771,858 239,570 230,174 Restructuring Adjustment - - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 3,018,711 2,893,273 1,934,290 2,072,915 9,919,189 3,018,711 2,893,273 ----------- ----------- ----------- ----------- ----------- ----------- ----------- MASONIC-WK Material 19,945,305 20,211,756 15,860,930 17,261,596 73,279,587 20,521,931 20,220,341 Scrap 1,088,711 1,102,921 882,253 970,756 4,044,641 1,157,007 1,140,027 Labor 3,336,321 3,379,825 2,872,219 3,241,187 12,829,553 3,915,606 3,860,677 Burden 3,797,262 3,841,605 2,801,702 2,887,346 13,327,915 3,517,957 3,469,720 Restructuring Adjustment - - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 28,167,598 28,536,107 22,417,104 24,360,886 103,481,696 29,112,501 28,690,766 ----------- ----------- ----------- ----------- ----------- ----------- ----------- TOTAL Material 69,355,934 68,297,147 55,562,281 57,540,707 250,756,069 65,097,008 61,831,677 Scrap 3,636,698 3,526,306 2,834,499 2,947,483 12,944,986 3,357,624 3,190,561 Labor 48,925,318 48,396,606 45,724,607 46,212,268 189,258,799 48,052,665 47,162,115 Burden 21,664,884 20,834,884 15,560,766 15,804,450 73,864,984 19,931,321 18,414,508 Restructuring Adjustment - - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Variable Costs 143,582,834 141,054,943 119,682,152 122,504,909 526,824,838 136,438,618 130,598,861 =========== =========== =========== =========== =========== =========== =========== SEP-06 DEC-06 2006 2007 2008 ----------- ----------- ----------- ----------- ----------- LANCASTER Material 223,441 225,385 904,163 784,511 784,511 Scrap 2,558 2,585 10,331 8,847 8,847 Labor 110,731 111,125 447,127 412,936 411,841 Burden 619,100 620,078 2,484,836 2,357,876 2,354,082 Restructuring Adjustment - - - - - ----------- ----------- ----------- ----------- ----------- Total Variable Costs 955,830 959,174 3,846,457 3,564,169 3,559,281 ----------- ----------- ----------- ----------- ----------- SMC Material 1,627,900 1,747,336 8,375,893 8,375,891 8,375,891 Scrap 59,120 63,655 302,455 302,455 302,455 Labor 101,735 105,346 468,982 468,982 468,982 Burden 145,536 156,577 771,858 771,858 771,858 Restructuring Adjustment - - - - - ----------- ----------- ----------- ----------- ----------- Total Variable Costs 1,934,290 2,072,915 9,919,189 9,919,186 9,919,186 ----------- ----------- ----------- ----------- ----------- MASONIC-WK Material 16,744,188 17,331,073 74,817,534 70,735,418 66,228,343 Scrap 943,374 976,280 4,216,688 3,983,238 3,727,120 Labor 3,220,977 3,324,732 14,321,992 13,485,233 12,622,760 Burden 2,917,208 3,016,422 12,921,308 12,338,082 11,515,697 Restructuring Adjustment - - - - - ----------- ----------- ----------- ----------- ----------- Total Variable Costs 23,825,747 24,648,507 106,277,521 100,541,971 94,093,921 ----------- ----------- ----------- ----------- ----------- TOTAL Material 50,730,295 54,962,371 232,621,352 231,149,729 205,958,900 Scrap 2,624,860 2,666,619 11,839,665 10,473,880 9,382,363 Labor 45,114,177 46,914,969 187,243,926 194,382,846 195,672,939 Burden 15,420,014 18,158,042 71,923,885 83,614,900 81,791,914 Restructuring Adjustment - - - - - ----------- ----------- ----------- ----------- ----------- Total Variable Costs 113,889,347 122,702,001 503,628,827 519,621,355 492,806,115 =========== =========== =========== =========== ===========
180 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 -------- -------- -------- -------- -------- -------- -------- -------- III. PLANT FIXED COSTS Plant fixed costs reference detail below. Rennts & Leases and Depreciation follow the detail from the schedules below. Other costs are based on actuals carried into future periods with a 3% inflation rate. Fees from Deluxe fall off in April of 2004 because Deluxe is rolled in upon exit. CORPORATE Third Party Rents & Leases 145,448 150,448 165,902 133,955 92,601 138,367 134,188 111,415 Related Party Rents & Leases (289,224) (289,224) (289,224) (274,960) (303,489) (289,224) (289,224) (289,224) Launch Risk Depreciation 402,410 410,493 600,760 428,157 363,215 322,989 322,991 319,766 Mi SBT Taxes 9,990 9,990 9,990 9,990 9,990 9,990 9,990 9,990 Fees From Deluxe (195,000) (195,000) (195,000) (195,000) (195,000) (195,000) (195,000) (195,000) Restructuring Adj.- Fixed - - - - - - - - -------- -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 73,624 86,707 292,428 102,142 (32,683) (12,877) (17,055) (43,053) -------- -------- -------- -------- -------- -------- -------- -------- GRAND BLANC Third Party Rents & Leases - - - - - 3,750 - - Related Party Rents & Leases 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 Launch Risk Depreciation 735,008 705,821 789,164 782,861 749,860 727,722 701,551 669,790 Mi SBT Taxes 67,800 67,800 102,188 67,479 67,800 67,800 67,800 67,800 Fees From Deluxe Restructuring Adj.- Fixed - - - - - - - - -------- -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 877,808 848,621 966,352 925,340 892,660 874,272 844,351 812,590 -------- -------- -------- -------- -------- -------- -------- -------- GRAND RAPIDS Third Party Rents & Leases 200,794 200,794 200,794 200,794 200,794 200,794 200,794 200,794 Related Party Rents & Leases Launch Risk Depreciation 300,060 302,442 303,661 294,960 289,263 293,885 285,819 284,483 Mi SBT Taxes 65,000 65,000 65,000 65,000 65,000 65,000 65,000 65,000 Fees From Deluxe Restructuring Adj.- Fixed - - - - - - - - -------- -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 565,854 568,236 569,455 560,754 555,057 559,679 551,613 550,277 -------- -------- -------- -------- -------- -------- -------- -------- SEABROOK Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 228,686 227,174 238,086 237,848 237,461 237,127 231,768 231,300 Mi SBT Taxes 7,900 7,900 7,946 7,900 7,900 7,900 7,900 7,900 Fees From Deluxe Restructuring Adj.- Fixed - - - - - - - - -------- -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 236,586 235,074 246,032 245,748 245,361 245,027 239,668 239,200 -------- -------- -------- -------- -------- -------- -------- -------- SEP-03 OCT-03 NOV-03 DEC-03 2003 -------- -------- -------- ---------- ---------- III. PLANT FIXED COSTS Plant fixed costs reference detail below. Rennts & Leases and Depreciation follow the detail from the schedules below. Other costs are based on actuals carried into future periods with a 3% inflation rate. Fees from Deluxe fall off in April of 2004 because Deluxe is rolled in upon exit. CORPORATE Third Party Rents & Leases 119,828 204,225 61,121 138,846 1,596,344 Related Party Rents & Leases (289,224) (371,184) (289,224) (289,224) (3,552,649) Launch Risk - Depreciation 349,067 141,748 546,439 340,419 4,548,454 Mi SBT - Taxes 9,990 9,990 65,058 9,990 174,948 Fees From Deluxe (195,000) (195,000) (195,000) (195,000) (2,340,000) Restructuring Adj.- Fixed - - - - - -------- -------- -------- ---------- ---------- Total Fixed Cost (5,339) (210,221) 188,393 5,030 427,096 -------- -------- -------- ---------- ---------- GRAND BLANC Third Party Rents & Leases - - - - 3,750 Related Party Rents & Leases 75,000 75,000 75,000 75,000 900,000 Launch Risk - Depreciation 673,971 670,677 684,735 627,261 8,518,420 Mi SBT - Taxes 67,800 65,256 67,800 67,800 845,122 Fees From Deluxe - Restructuring Adj.- Fixed - - - - - -------- -------- -------- ---------- ---------- Total Fixed Cost 816,771 810,933 827,535 770,061 10,267,292 -------- -------- -------- ---------- ---------- GRAND RAPIDS Third Party Rents & Leases 200,794 171,953 171,953 171,953 2,323,006 Related Party Rents & Leases - Launch Risk - Depreciation 277,876 275,443 275,186 (1,826,788) 1,356,289 Mi SBT - Taxes 65,000 65,000 65,000 65,000 780,000 Fees From Deluxe - Restructuring Adj.- Fixed - - - - - -------- -------- -------- ---------- ---------- Total Fixed Cost 543,670 512,396 512,139 (1,589,834) 4,459,295 -------- -------- -------- ---------- ---------- SEABROOK Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 231,304 231,300 231,304 231,300 2,794,657 Mi SBT - Taxes 7,900 9,335 72,916 7,900 161,297 Fees From Deluxe - Restructuring Adj.- Fixed - - - - - -------- -------- -------- ---------- ---------- Total Fixed Cost 239,204 240,635 304,220 239,200 2,955,954 -------- -------- -------- ---------- ----------
181 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 -------- -------- -------- -------- -------- -------- -------- III. PLANT FIXED COSTS CORPORATE Third Party Rents & Leases 144,977 132,977 233,373 123,337 123,337 123,337 123,337 Related Party Rents & Leases (289,224) (289,224) (289,224) (289,224) (289,224) (289,224) (289,224) Launch Risk Depreciation 341,420 324,136 348,217 341,851 341,851 341,851 341,851 Mi SBT Taxes 9,990 38,135 (4,510) 15,016 15,016 15,016 15,016 Fees From Deluxe Restructuring Adj.-Fixed 26,220 57,030 233,107 105,000 105,000 131,000 167,678 -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 233,384 263,054 520,963 295,981 295,981 321,981 358,658 -------- -------- -------- -------- -------- -------- -------- GRAND BLANC Third Party Rents & Leases - - - - - - - Related Party Rents & Leases 75,000 75,000 75,000 75,000 75,000 75,000 75,000 Launch Risk Depreciation 647,343 644,834 643,279 645,152 645,152 645,152 645,152 Mi SBT Taxes 67,800 67,800 67,800 72,540 72,540 72,540 72,540 Fees From Deluxe Restructuring Adj.-Fixed - - - - - - - -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 790,143 787,634 786,079 792,691 792,691 792,691 792,691 -------- -------- -------- -------- -------- -------- -------- GRAND RAPIDS Third Party Rents & Leases 171,953 171,953 171,953 200,794 200,794 200,794 200,794 Related Party Rents & Leases Launch Risk Depreciation 101,482 101,880 103,932 102,431 102,431 102,431 102,431 Mi SBT Taxes 65,000 65,000 65,000 66,950 66,950 66,950 66,950 Fees From Deluxe Restructuring Adj.-Fixed - - - - - - - -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 338,435 338,833 340,885 370,175 370,175 370,175 370,175 -------- -------- -------- -------- -------- -------- -------- SEABROOK Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 231,304 231,300 231,304 231,303 231,303 231,303 231,303 Mi SBT Taxes 7,900 7,900 7,900 13,845 13,845 13,845 13,845 Fees From Deluxe Restructuring Adj. -Fixed - - - - - - - -------- -------- -------- -------- -------- -------- -------- Total Fixed Cost 239,204 239,200 239,204 245,147 245,147 245,147 245,147 -------- -------- -------- -------- -------- -------- -------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 -------- -------- -------- -------- -------- ---------- III. PLANT FIXED COSTS CORPORATE Third Party Rents & Leases 123,337 123,337 123,337 123,337 123,337 1,621,361 Related Party Rents & Leases (289,224) (289,224) (289,224) (289,224) (289,224) (3,470,688) Launch Risk - Depreciation 341,851 341,851 344,768 344,768 344,768 4,099,186 Mi SBT - Taxes 15,016 15,016 15,016 15,016 15,016 178,762 Fees From Deluxe - Restructuring Adj.-Fixed 167,678 197,831 167,678 167,678 197,831 1,723,730 -------- -------- -------- -------- -------- ---------- Total Fixed Cost 358,659 388,812 361,575 361,575 391,729 4,152,350 -------- -------- -------- -------- -------- ---------- GRAND BLANC Third Party Rents & Leases - - - - - - Related Party Rents & Leases 75,000 75,000 75,000 75,000 75,000 900,000 Launch Risk - Depreciation 645,152 645,152 645,152 645,152 645,152 7,741,821 Mi SBT - Taxes 72,540 72,540 72,540 72,540 72,540 856,257 Fees From Deluxe - Restructuring Adj.-Fixed - - - - - - -------- -------- -------- -------- -------- ---------- Total Fixed Cost 792,691 792,691 792,691 792,691 792,691 9,498,078 -------- -------- -------- -------- -------- ---------- GRAND RAPIDS Third Party Rents & Leases 200,794 200,794 200,794 200,794 200,794 2,323,006 Related Party Rents & Leases - Launch Risk - Depreciation 102,431 102,431 102,431 102,431 102,431 1,229,173 Mi SBT - Taxes 66,950 66,950 66,950 66,950 66,950 797,550 Fees From Deluxe - Restructuring Adj.-Fixed - - - - - - -------- -------- -------- -------- -------- ---------- Total Fixed Cost 370,175 370,175 370,175 370,175 370,175 4,349,729 -------- -------- -------- -------- -------- ---------- SEABROOK Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 231,303 231,303 231,303 231,303 231,303 2,775,634 Mi SBT - Taxes 13,845 13,845 13,845 13,845 13,845 148,302 Fees From Deluxe - Restructuring Adj. -Fixed - - - - - - -------- -------- -------- -------- -------- ---------- Total Fixed Cost 245,147 245,147 245,147 245,147 245,147 2,923,936 -------- -------- -------- -------- -------- ----------
182 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 --------- --------- --------- --------- ---------- --------- --------- III. PLANT FIXED COSTS CORPORATE Third Party Rents & Leases 370,012 370,012 370,012 370,012 1,480,046 370,012 370,012 Related Party Rents & Leases (867,672) (867,672) (867,672) (867,672) (3,470,688) (867,672) (867,672) Launch Risk - Depreciation 1,001,342 1,001,342 1,001,342 1,001,342 4,005,368 981,477 981,477 Mi SBT - Taxes 46,400 46,400 46,400 46,400 185,602 47,793 47,793 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- ---------- --------- --------- Total Fixed Cost 550,082 550,082 550,082 550,082 2,200,328 531,609 531,609 --------- --------- --------- --------- ---------- --------- --------- GRAND BLANC Third Party Rents & Leases - - - - - - - Related Party Rents & Leases 225,000 225,000 225,000 225,000 900,000 225,000 225,000 Launch Risk - Depreciation 1,935,455 1,935,455 1,935,455 1,935,455 7,741,821 1,935,455 1,935,455 Mi SBT - Taxes 224,147 224,147 224,147 224,147 896,590 230,872 230,872 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- ---------- --------- --------- Total Fixed Cost 2,384,603 2,384,603 2,384,603 2,384,603 9,538,411 2,391,327 2,391,327 --------- --------- --------- --------- ---------- --------- --------- GRAND RAPIDS Third Party Rents & Leases 602,382 602,382 602,382 602,382 2,409,528 602,382 602,382 Related Party Rents & Leases - Launch Risk - Depreciation 307,293 307,293 307,293 307,293 1,229,173 307,293 307,293 Mi SBT - Taxes 206,876 206,876 206,876 206,876 827,502 213,082 213,082 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- ---------- --------- --------- Total Fixed Cost 1,116,551 1,116,551 1,116,551 1,116,551 4,466,203 1,122,757 1,122,757 --------- --------- --------- --------- ---------- --------- --------- SEABROOK Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 693,908 693,908 693,908 693,908 2,775,634 693,908 693,908 Mi SBT - Taxes 42,780 42,780 42,780 42,780 171,120 44,063 44,063 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- ---------- --------- --------- Total Fixed Cost 736,688 736,688 736,688 736,688 2,946,754 737,972 737,972 --------- --------- --------- --------- ---------- --------- --------- SEP-06 DEC-06 2006 2007 2008 --------- --------- ---------- ---------- --------- III. PLANT FIXED COSTS CORPORATE Third Party Rents & Leases 370,012 370,012 1,480,046 1,480,046 1,480,046 Related Party Rents & Leases (867,672) (867,672) (3,470,688) (3,470,688) (3,470,688) Launch Risk - Depreciation 981,477 981,477 3,925,907 3,218,514 2,526,326 Mi SBT - Taxes 47,793 47,793 191,170 196,905 202,812 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- ---------- ---------- --------- Total Fixed Cost 531,609 531,609 2,126,435 1,424,777 738,497 --------- --------- ---------- ---------- --------- GRAND BLANC Third Party Rents & Leases - - - - - Related Party Rents & Leases 225,000 225,000 900,000 900,000 900,000 Launch Risk - Depreciation 1,935,455 1,935,455 7,741,821 7,741,821 7,741,821 Mi SBT - Taxes 230,872 230,872 923,488 951,192 951,192 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- ---------- ---------- --------- Total Fixed Cost 2,391,327 2,391,327 9,565,309 9,593,014 9,593,014 --------- --------- ---------- ---------- --------- GRAND RAPIDS Third Party Rents & Leases 602,382 602,382 2,409,528 2,409,528 2,409,528 Related Party Rents & Leases - Launch Risk - Depreciation 307,293 307,293 1,229,173 1,229,173 1,229,173 Mi SBT - Taxes 213,082 213,082 852,327 877,897 877,897 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- ---------- ---------- --------- Total Fixed Cost 1,122,757 1,122,757 4,491,028 4,516,598 4,516,598 --------- --------- ---------- ---------- --------- SEABROOK Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 693,908 693,908 2,775,634 2,775,634 2,775,634 Mi SBT - Taxes 44,063 44,063 176,254 181,541 181,541 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- ---------- ---------- --------- Total Fixed Cost 737,972 737,972 2,951,887 2,957,175 2,957,175 --------- --------- ---------- ---------- ---------
183 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------- ------- ------- ------- ------- ------- ------- WALLACEBURG / NEW BUSINESS Third Party Rents & Leases Related Party Rents & Leases 14,264 14,264 14,264 - 28,529 14,264 14,264 Launch Risk Depreciation 8,096 7,467 7,661 7,762 6,315 1,332 1,040 Mi SBT Taxes (52,212) 25,509 (41,087) 70,847 (71,050) (14,831) 11,755 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost (29,852) 47,240 (19,162) 78,609 (36,206) 765 27,059 ------- ------- ------- ------- ------- ------- ------- GROESBECK Third Party Rents & Leases 77,493 93,336 77,492 77,493 93,336 77,493 77,493 Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 118,000 118,000 Launch Risk Depreciation 156,286 160,961 166,719 156,492 150,575 130,038 160,120 Mi SBT Taxes 21,425 21,425 21,425 21,425 21,425 21,425 21,425 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 373,204 393,722 383,636 373,410 383,336 346,956 377,038 ------- ------- ------- ------- ------- ------- ------- MALYN Third Party Rents & Leases Related Party Rents & Leases 46,500 46,500 46,500 46,500 46,500 46,500 46,500 Launch Risk Depreciation 22,580 27,207 27,975 27,725 27,725 27,978 21,776 Mi SBT Taxes 7,500 7,500 16,398 (1,398) 7,500 7,500 7,500 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 76,580 81,207 90,873 72,827 81,725 81,978 75,776 ------- ------- ------- ------- ------- ------- ------- HARPER Third Party Rents & Leases 167,583 167,583 167,583 167,583 167,583 167,583 167,583 Related Party Rents & Leases Launch Risk Depreciation 143,309 143,481 151,244 151,700 152,505 151,591 149,801 Mi SBT Taxes 17,000 17,000 17,000 17,000 17,000 17,000 17,000 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 327,892 328,064 335,827 336,283 337,088 336,174 334,384 ------- ------- ------- ------- ------- ------- ------- CONNEAUT Third Party Rents & Leases 2,924 2,574 2,924 3,866 2,924 4,809 3,866 Related Party Rents & Leases Launch Risk Depreciation 162,604 161,758 161,700 160,032 159,962 157,750 157,752 Mi SBT Taxes 12,775 12,775 12,775 12,775 12,775 12,775 12,775 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 178,303 177,107 177,399 176,673 175,661 175,334 174,393 ------- ------- ------- ------- ------- ------- ------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------- ------- ------- ------- ------- --------- WALLACEBURG / NEW BUSINESS Third Party Rents & Leases - Related Party Rents & Leases 14,264 14,264 14,264 14,264 14,264 171,169 Launch Risk - Depreciation 1,033 1,183 1,221 1,236 1,238 45,584 Mi SBT - Taxes 2,298 (14,713) (16,764) 35,081 62,267 (2,900) Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 17,596 734 (1,278) 50,580 77,769 213,853 ------- ------- ------- ------- ------- --------- GROESBECK Third Party Rents & Leases 77,493 77,493 77,493 137,188 77,493 1,021,296 Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 1,416,000 Launch Risk - Depreciation 160,120 165,324 159,567 159,566 154,531 1,880,296 Mi SBT - Taxes 21,425 21,425 21,425 125,379 (82,529) 257,100 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 377,038 382,242 376,485 540,133 267,494 4,574,692 ------- ------- ------- ------- ------- --------- MALYN Third Party Rents & Leases - Related Party Rents & Leases 46,500 46,500 93,000 46,500 46,500 604,500 Launch Risk - Depreciation 21,776 22,026 24,406 24,406 24,656 300,237 Mi SBT - Taxes 7,500 7,500 7,500 7,500 7,500 90,000 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 75,776 76,026 124,906 78,406 78,656 994,737 ------- ------- ------- ------- ------- --------- HARPER Third Party Rents & Leases 167,583 26,667 100,000 100,000 100,000 1,667,331 Related Party Rents & Leases - Launch Risk - Depreciation 148,158 140,289 114,518 114,344 98,893 1,659,835 Mi SBT - Taxes 17,000 17,000 17,000 17,000 17,000 204,000 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 332,741 183,956 231,518 231,344 215,893 3,531,165 ------- ------- ------- ------- ------- --------- CONNEAUT Third Party Rents & Leases 2,924 4,809 3,866 3,866 3,866 43,219 Related Party Rents & Leases - Launch Risk - Depreciation 154,608 154,610 154,691 154,693 154,691 1,894,851 Mi SBT - Taxes 12,775 12,775 12,775 12,775 12,775 153,300 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 170,307 172,194 171,332 171,335 171,332 2,091,370 ------- ------- ------- ------- ------- ---------
184 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------- ------- ------- ------- ------- ------- ------- WALLACEBURG / NEW BUSINESS Third Party Rents & Leases Related Party Rents & Leases 14,264 14,264 14,264 14,264 14,264 14,264 14,264 Launch Risk 83,333 Depreciation 1,253 1,222 1,620 1,365 1,365 1,365 1,365 Mi SBT Taxes 5,319 4,238 21,811 (249) (249) (249) (249) Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 20,836 19,724 37,695 15,380 15,380 15,380 98,713 ------- ------- ------- ------- ------- ------- ------- GROESBECK Third Party Rents & Leases 77,493 77,493 77,493 77,493 77,493 77,493 77,493 Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 118,000 118,000 Launch Risk Depreciation 134,644 132,896 146,786 138,109 138,109 138,109 138,109 Mi SBT Taxes 21,425 21,425 21,425 22,068 22,068 22,068 22,068 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 351,562 349,814 363,704 355,669 355,669 355,669 355,669 ------- ------- ------- ------- ------- ------- ------- MALYN Third Party Rents & Leases Related Party Rents & Leases 46,500 46,500 46,500 46,500 46,500 46,500 46,500 Launch Risk Depreciation 23,294 23,368 23,368 23,343 23,343 23,343 23,343 Mi SBT Taxes 7,500 7,500 7,500 7,725 7,725 7,725 7,725 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 77,294 77,368 77,368 77,568 77,568 77,568 77,568 ------- ------- ------- ------- ------- ------- ------- HARPER Third Party Rents & Leases 100,000 100,000 100,000 100,000 100,000 100,000 100,000 Related Party Rents & Leases Launch Risk Depreciation 86,984 99,589 95,919 94,164 94,164 94,164 94,164 Mi SBT Taxes 17,000 17,000 17,000 17,510 17,510 17,510 17,510 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 203,984 216,589 212,919 211,674 211,674 211,674 211,674 ------- ------- ------- ------- ------- ------- ------- CONNEAUT Third Party Rents & Leases 2,924 4,809 - 4,809 4,809 4,809 4,809 Related Party Rents & Leases Launch Risk Depreciation 152,960 152,958 152,803 152,907 152,907 152,907 152,907 Mi SBT Taxes 70,697 (45,147) 12,775 13,158 13,158 13,158 13,158 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 226,581 112,620 165,578 170,874 170,874 170,874 170,874 ------- ------- ------- ------- ------- ------- ------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------- ------- ------- ------- ------- --------- WALLACEBURG / NEW BUSINESS Third Party Rents & Leases - Related Party Rents & Leases 14,264 14,264 14,264 14,264 14,264 171,168 Launch Risk 83,333 83,333 83,333 83,333 83,333 500,000 Depreciation 1,365 1,365 1,365 1,365 1,365 16,380 Mi SBT - Taxes (249) (249) (249) (249) (249) 29,128 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 98,713 98,713 98,713 98,713 98,713 716,676 ------- ------- ------- ------- ------- --------- GROESBECK Third Party Rents & Leases 77,493 77,493 77,493 77,493 77,493 929,916 Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 1,416,000 Launch Risk - Depreciation 138,109 138,109 138,109 138,109 138,109 1,657,305 Mi SBT - Taxes 22,068 22,068 22,068 22,068 22,068 262,885 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 355,669 355,669 355,669 355,669 355,669 4,266,106 ------- ------- ------- ------- ------- --------- MALYN Third Party Rents & Leases - Related Party Rents & Leases 46,500 46,500 46,500 46,500 46,500 558,000 Launch Risk - Depreciation 23,343 23,343 23,343 23,343 23,343 280,118 Mi SBT - Taxes 7,725 7,725 7,725 7,725 7,725 92,025 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 77,568 77,568 77,568 77,568 77,568 930,143 ------- ------- ------- ------- ------- --------- HARPER Third Party Rents & Leases 100,000 100,000 100,000 100,000 100,000 1,200,000 Related Party Rents & Leases - Launch Risk - Depreciation 94,164 94,164 94,164 94,164 94,164 1,129,969 Mi SBT - Taxes 17,510 17,510 17,510 17,510 17,510 208,590 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 211,674 211,674 211,674 211,674 211,674 2,538,559 ------- ------- ------- ------- ------- --------- CONNEAUT Third Party Rents & Leases 4,809 4,809 4,809 4,809 4,809 51,012 Related Party Rents & Leases - Launch Risk - Depreciation 152,907 152,907 152,907 152,907 152,907 1,834,881 Mi SBT - Taxes 13,158 13,158 13,158 13,158 13,158 156,749 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 170,874 170,874 170,874 170,874 170,874 2,042,642 ------- ------- ------- ------- ------- ---------
185 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ------- --------- --------- --------- --------- --------- --------- WALLACEBURG / NEW BUSINESS Third Party Rents & Leases - Related Party Rents & Leases 42,792 42,792 42,792 42,792 171,168 42,792 42,792 Launch Risk 250,000 250,000 250,000 250,000 1,000,000 250,000 250,000 Depreciation - - - - - - - Mi SBT - Taxes (769) (769) (769) (769) (3,076) (792) (792) Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - -------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 292,023 292,023 292,023 292,023 1,168,092 292,000 292,000 -------- --------- --------- --------- --------- --------- --------- GROESBECK Third Party Rents & Leases 232,479 232,479 232,479 232,479 929,916 232,479 232,479 Related Party Rents & Leases 354,000 354,000 354,000 354,000 1,416,000 354,000 354,000 Launch Risk - Depreciation 414,326 414,326 414,326 414,326 1,657,305 414,326 414,326 Mi SBT - Taxes 68,189 68,189 68,189 68,189 272,757 70,235 70,235 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - -------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 068,995 1,068,995 1,068,995 1,068,995 4,275,978 1,071,040 1,071,040 -------- --------- --------- --------- --------- --------- --------- MALYN Third Party Rents & Leases - Related Party Rents & Leases 139,500 139,500 139,500 139,500 558,000 139,500 139,500 Launch Risk - Depreciation 70,030 70,030 70,030 70,030 280,118 70,030 70,030 Mi SBT - Taxes 23,870 23,870 23,870 23,870 95,481 24,586 24,586 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - -------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 233,400 233,400 233,400 233,400 933,599 234,116 234,116 -------- --------- --------- --------- --------- --------- --------- HARPER Third Party Rents & Leases 300,000 300,000 300,000 300,000 1,200,000 300,000 300,000 Related Party Rents & Leases - Launch Risk - Depreciation 282,492 282,492 282,492 282,492 1,129,969 282,492 282,492 Mi SBT - Taxes 54,106 54,106 54,106 54,106 216,424 55,729 55,729 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - -------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 636,598 636,598 636,598 636,598 2,546,393 638,221 638,221 -------- --------- --------- --------- --------- --------- --------- CONNEAUT Third Party Rents & Leases 14,426 14,426 14,426 14,426 57,705 14,426 14,426 Related Party Rents & Leases - Launch Risk - Depreciation 458,720 458,720 458,720 458,720 1,834,881 458,720 458,720 Mi SBT - Taxes 40,659 40,659 40,659 40,659 162,636 41,879 41,879 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - - -------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 513,806 513,806 513,806 513,806 2,055,222 515,025 515,025 -------- --------- --------- --------- --------- --------- --------- SEP-06 DEC-06 2006 2007 2008 --------- --------- --------- --------- --------- WALLACEBURG / NEW BUSINESS Third Party Rents & Leases - Related Party Rents & Leases 42,792 42,792 171,168 171,168 171,168 Launch Risk 1,446,250 1,446,250 3,392,500 5,785,000 5,785,000 Depreciation - - - 16,380 16,380 Mi SBT - Taxes (792) (792) (3,169) (3,264) (3,264) Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- --------- --------- --------- Total Fixed Cost 1,488,250 1,488,250 3,560,499 5,969,284 5,969,284 --------- --------- --------- --------- --------- GROESBECK Third Party Rents & Leases 232,479 232,479 929,916 929,916 929,916 Related Party Rents & Leases 354,000 354,000 1,416,000 1,416,000 1,416,000 Launch Risk - Depreciation 414,326 414,326 1,657,305 1,657,305 1,657,305 Mi SBT - Taxes 70,235 70,235 280,940 289,368 289,368 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- --------- --------- --------- Total Fixed Cost 1,071,040 1,071,040 4,284,161 4,292,589 4,292,589 --------- --------- --------- --------- --------- MALYN Third Party Rents & Leases - Related Party Rents & Leases 139,500 139,500 558,000 558,000 558,000 Launch Risk - Depreciation 70,030 70,030 280,118 280,118 280,118 Mi SBT - Taxes 24,586 24,586 98,345 101,296 101,296 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- --------- --------- --------- Total Fixed Cost 234,116 234,116 936,464 939,414 939,414 --------- --------- --------- --------- --------- HARPER Third Party Rents & Leases 300,000 300,000 1,200,000 1,200,000 1,200,000 Related Party Rents & Leases - Launch Risk - Depreciation 282,492 282,492 1,129,969 1,129,969 1,129,969 Mi SBT - Taxes 55,729 55,729 222,916 229,604 229,604 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- --------- --------- --------- Total Fixed Cost 638,221 638,221 2,552,886 2,559,573 2,559,573 --------- --------- --------- --------- --------- CONNEAUT Third Party Rents & Leases 14,426 14,426 57,705 57,705 57,705 Related Party Rents & Leases - Launch Risk - Depreciation 458,720 458,720 1,834,881 1,834,881 1,834,881 Mi SBT - Taxes 41,879 41,879 167,515 172,541 172,541 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - --------- --------- --------- --------- --------- Total Fixed Cost 515,025 515,025 2,060,101 2,065,127 2,065,127 --------- --------- --------- --------- ---------
186 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------- ------- ------- ------- ------- ------- ------- HARTFORD CITY Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 48,783 48,666 48,576 48,511 48,360 47,459 47,443 Mi SBT Taxes 9,536 9,536 11,920 9,536 9,536 11,920 9,536 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 58,319 58,202 60,496 58,047 57,896 59,379 56,979 ------- ------- ------- ------- ------- ------- ------- HOPKINSVILLE Third Party Rents & Leases 25,212 25,212 25,212 32,927 25,212 25,212 25,212 Related Party Rents & Leases Launch Risk Depreciation 68,687 68,687 68,687 66,987 70,403 66,958 62,178 Mi SBT Taxes 3,933 2,211 1,634 2,247 4,403 27,432 28,496 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 97,832 96,110 95,533 102,160 100,018 119,603 115,885 ------- ------- ------- ------- ------- ------- ------- LANCASTER Third Party Rents & Leases 2,940 2,860 2,860 2,860 - 2,820 - Related Party Rents & Leases Launch Risk Depreciation 91,814 91,812 91,814 91,769 91,771 91,769 91,771 Mi SBT Taxes 10,685 10,685 30,611 10,685 10,685 10,685 10,685 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 105,439 105,357 125,284 105,314 102,456 105,274 102,456 ------- ------- ------- ------- ------- ------- ------- SMC Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 22,121 22,120 22,121 22,120 22,121 22,120 22,121 Mi SBT Taxes Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 22,121 22,120 22,121 22,120 22,121 22,120 22,121 ------- ------- ------- ------- ------- ------- ------- MASONIC - WK Third Party Rents & Leases - - - - - - - Related Party Rents & Leases Launch Risk Depreciation 61,733 61,829 66,962 66,962 66,962 66,962 66,962 Mi SBT Taxes 16,975 16,975 37,581 16,975 16,975 16,975 16,975 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------- ------- ------- ------- ------- ------- Total Fixed Cost 78,708 78,804 104,544 83,937 83,937 83,937 83,937 ------- ------- ------- ------- ------- ------- ------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------- ------- ------- ------- ------- --------- HARTFORD CITY Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 47,442 47,254 47,253 46,936 46,935 573,618 Mi SBT - Taxes 9,536 11,990 (8,077) - - 84,969 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 56,978 59,244 39,176 46,936 46,935 658,588 ------- ------- ------- ------- ------- --------- HOPKINSVILLE Third Party Rents & Leases 27,462 19,212 22,212 22,212 22,212 297,509 Related Party Rents & Leases - Launch Risk - Depreciation 59,485 57,393 59,138 59,138 58,155 765,896 Mi SBT - Taxes 27,010 29,534 4,507 4,561 133,991 269,958 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 113,956 106,139 85,857 85,911 214,358 1,333,363 ------- ------- ------- ------- ------- --------- LANCASTER Third Party Rents & Leases 2,580 880 800 800 800 20,200 Related Party Rents & Leases - Launch Risk - Depreciation 91,769 91,771 94,823 94,824 94,334 1,110,041 Mi SBT - Taxes 10,685 30,611 12,678 10,685 (31,428) 127,950 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 105,034 123,261 108,300 106,309 63,706 1,258,191 ------- ------- ------- ------- ------- --------- SMC Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 22,120 22,121 22,216 22,494 22,494 266,288 Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 22,120 22,121 22,216 22,494 22,494 266,288 ------- ------- ------- ------- ------- --------- MASONIC - WK Third Party Rents & Leases - - - - - - Related Party Rents & Leases - Launch Risk - Depreciation 66,962 66,962 66,962 66,962 66,962 793,185 Mi SBT - Taxes 16,975 16,975 16,975 (3,631) 16,975 203,700 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 83,937 83,937 83,937 63,331 83,937 996,885 ------- ------- ------- ------- ------- ---------
187 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ HARTFORD CITY Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 46,936 46,935 46,936 46,936 46,936 46,936 46,936 Mi SBT Taxes 6,660 6,660 8,325 7,293 7,293 7,293 7,293 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------ ------ ------- ------- ------- ------- Total Fixed Cost 53,596 53,595 55,261 54,229 54,229 54,229 54,229 ------- ------ ------ ------- ------- ------- ------- HOPKINSVILLE Third Party Rents & Leases 22,212 22,212 22,212 22,437 22,437 22,437 22,437 Related Party Rents & Leases Launch Risk Depreciation 58,155 58,155 58,155 58,155 58,155 58,155 58,155 Mi SBT Taxes 8,518 3,840 8,579 23,171 23,171 23,171 23,171 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------ ------ ------- ------- ------- ------- Total Fixed Cost 88,885 84,207 88,946 103,763 103,763 103,763 103,763 ------- ------ ------ ------- ------- ------- ------- LANCASTER Third Party Rents & Leases - - - 880 880 880 880 Related Party Rents & Leases Launch Risk Depreciation 94,336 94,334 96,968 95,213 95,213 95,213 95,213 Mi SBT Taxes 10,685 13,510 (31,943) 10,982 10,982 10,982 10,982 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------ ------ ------- ------- ------- ------- Total Fixed Cost 105,021 07,844 65,025 107,075 107,075 107,075 107,075 ------- ------ ------ ------- ------- ------- ------- SMC Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 8,412 8,412 8,412 8,412 8,412 8,412 8,412 Mi SBT Taxes Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------ ------ ------- ------- ------- ------- Total Fixed Cost 8,412 8,412 8,412 8,412 8,412 8,412 8,412 ------- ------ ------ ------- ------- ------- ------- MASONIC - WK Third Party Rents & Leases 15,000 - - - - - - Related Party Rents & Leases Launch Risk Depreciation 66,962 66,962 66,962 255,646 264,691 273,737 273,737 Mi SBT Taxes 16,975 24,188 - 17,484 17,484 17,484 17,484 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - ------- ------ ------ ------- ------- ------- ------- Total Fixed Cost 98,937 91,151 66,962 273,130 282,176 291,222 291,222 ------- ------ ------ ------- ------- ------- ------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ---- HARTFORD CITY Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 46,936 46,936 46,936 46,936 46,936 563,231 Mi SBT - Taxes 7,293 7,293 7,293 7,293 7,293 87,284 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------ ------ ------ ------ ------ ------- Total Fixed Cost 54,229 54,229 54,229 54,229 54,229 650,515 ------ ------ ------ ------ ------ ------- HOPKINSVILLE Third Party Rents & Leases 22,437 22,437 22,437 22,437 22,437 268,569 Related Party Rents & Leases - Launch Risk - Depreciation 58,155 58,155 58,155 58,155 58,155 697,860 Mi SBT - Taxes 23,171 23,171 23,171 23,171 23,171 229,480 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 103,763 103,763 103,763 103,763 103,763 1,195,909 ------- ------- ------- ------- ------- --------- LANCASTER Third Party Rents & Leases 880 880 880 880 880 7,920 Related Party Rents & Leases - Launch Risk - Depreciation 95,213 95,213 95,213 95,213 95,213 1,142,555 Mi SBT - Taxes 10,982 10,982 10,982 10,982 10,982 91,093 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 107,075 107,075 107,075 107,075 107,075 1,241,568 ------- ------- ------- ------- ------- --------- SMC Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 8,412 8,412 8,412 8,412 8,412 100,942 Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 8,412 8,412 8,412 8,412 8,412 100,942 ------- ------- ------- ------- ------- --------- MASONIC - WK Third Party Rents & Leases - - - - - 15,000 Related Party Rents & Leases - Launch Risk - Depreciation 273,737 273,737 273,737 273,737 273,737 2,637,385 Mi SBT - Taxes 17,484 17,484 17,484 17,484 17,484 198,522 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- ------- --------- Total Fixed Cost 291,222 291,222 291,222 291,222 291,222 2,850,906 ------- ------- ------- ------- ------- ---------
188 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 ------ ------ ------ ------ ---- ------ HARTFORD CITY Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 140,808 140,808 140,808 140,808 563,231 140,808 Mi SBT - Taxes 22,536 22,536 22,536 22,536 90,144 23,212 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- --------- ------- Total Fixed Cost 163,344 163,344 163,344 163,344 653,375 164,020 ------- ------- ------- ------- --------- ------- HOPKINSVILLE Third Party Rents & Leases 67,311 67,311 67,311 67,311 269,244 67,311 Related Party Rents & Leases - Launch Risk - Depreciation 174,465 174,465 174,465 174,465 697,860 174,465 Mi SBT - Taxes 71,600 71,600 71,600 71,600 286,399 73,748 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- --------- ------- Total Fixed Cost 313,376 313,376 313,376 313,376 1,253,503 315,524 ------- ------- ------- ------- --------- ------- LANCASTER Third Party Rents & Leases 2,640 2,640 2,640 2,640 10,560 2,640 Related Party Rents & Leases - Launch Risk - Depreciation 285,639 285,639 285,639 285,639 1,142,555 285,639 Mi SBT - Taxes 33,936 33,936 33,936 33,936 135,743 34,954 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- --------- ------- Total Fixed Cost 322,214 322,214 322,214 322,214 1,288,857 323,232 ------- ------- ------- ------- --------- ------- SMC Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 25,236 25,236 25,236 25,236 100,942 25,236 Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- --------- ------- Total Fixed Cost 25,236 25,236 25,236 25,236 100,942 25,236 ------- ------- ------- ------- --------- ------- MASONIC - WK Third Party Rents & Leases - - - - - - Related Party Rents & - Leases Launch Risk - Depreciation 659,346 659,346 659,346 659,346 2,637,385 659,346 Mi SBT - Taxes 54,026 54,026 54,026 54,026 216,105 55,647 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- ------- --------- ------- Total Fixed Cost 713,372 713,372 713,372 713,372 2,853,490 714,993 ------- ------- ------- ------- --------- ------- Jun-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ---- ---- ---- HARTFORD CITY Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 140,808 140,808 140,808 563,231 563,231 563,231 Mi SBT - Taxes 23,212 23,212 23,212 92,848 95,634 95,634 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- --------- --------- --------- Total Fixed Cost 164,020 164,020 164,020 656,079 658,865 658,865 ------- ------- ------- --------- --------- --------- HOPKINSVILLE Third Party Rents & Leases 67,311 67,311 67,311 269,244 269,244 269,244 Related Party Rents & Leases - Launch Risk - Depreciation 174,465 174,465 174,465 697,860 697,860 697,860 Mi SBT - Taxes 73,748 73,748 73,748 294,991 303,840 303,840 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- --------- --------- --------- Total Fixed Cost 315,524 315,524 315,524 1,262,095 1,270,945 1,270,945 ------- ------- ------- --------- --------- --------- LANCASTER Third Party Rents & Leases 2,640 2,640 2,640 10,560 10,560 10,560 Related Party Rents & Leases - Launch Risk - Depreciation 285,639 285,639 285,639 1,142,555 1,142,555 1,142,555 Mi SBT - Taxes 34,954 34,954 34,954 139,815 144,009 144,009 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- --------- --------- --------- Total Fixed Cost 323,232 323,232 323,232 1,292,930 1,297,124 1,297,124 ------- ------- ------- --------- --------- --------- SMC Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 25,236 25,236 25,236 100,942 100,942 100,942 Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- --------- --------- --------- Total Fixed Cost 25,236 25,236 25,236 100,942 100,942 100,942 ------- ------- ------- --------- --------- --------- MASONIC - WK Third Party Rents & Leases - - - - - - Related Party Rents & Leases - Launch Risk - Depreciation 659,346 659,346 659,346 2,637,385 2,637,385 2,637,385 Mi SBT - Taxes 55,647 55,647 55,647 222,588 229,266 229,266 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ------- ------- ------- --------- --------- --------- Total Fixed Cost 714,993 714,993 714,993 2,859,973 2,866,651 2,866,651 ------- ------- ------- --------- --------- ---------
189 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 MOLD Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 154,533 137,202 136,845 136,636 133,465 132,403 130,113 Mi SBT Taxes - - 23,566 - - - - Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 154,533 137,202 160,411 136,636 133,465 132,403 130,113 --------- --------- --------- --------- --------- --------- --------- ALMONT Third Party Rents & Leases Related Party Rents & Leases 35,460 35,460 35,460 35,460 35,460 35,460 35,460 Launch Risk Depreciation 349,498 349,314 349,314 303,560 337,842 332,483 316,960 Mi SBT Taxes 3,103 22,098 7,115 3,103 3,103 3,103 3,103 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 388,061 406,873 391,889 342,123 376,404 371,046 355,523 --------- --------- --------- --------- --------- --------- --------- DELUXE Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation Mi SBT Taxes Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Fixed Cost - - - - - - - --------- --------- --------- --------- --------- --------- --------- TOTAL PLANT FIXED COSTS 3,585,012 3,670,646 4,003,116 3,722,124 3,478,295 3,501,068 3,474,240 ========= ========= ========= ========= ========= ========= ========= - - - - - - - IV. SG&A FIXED Actuals through September '03. Forecast based on company CORPORATE projections. Third Party Rents & Leases Related Party Rents & Leases Mi SBT 139,000 (5,000) 449,000 129,000 139,000 138,000 359,000 Taxes Payroll Related Expenses 1,662,000 1,705,000 2,554,000 1,941,000 2,505,000 2,219,000 1,816,000 Gainshare Other Utilities and Telephone 238,000 268,000 351,000 188,000 275,000 271,000 200,000 Insurance 378,000 308,000 100,000 515,000 300,000 (36,000) 352,000 Normal Course Professional 514,026 419,660 1,037,721 248,496 336,486 687,023 699,099 Maintenance & Supplies 114,000 110,000 136,000 95,000 12,000 317,000 140,000 Travel & Entertainment 153,000 113,000 170,000 177,000 86,000 111,000 143,000 Depreciation 7,065 5,905 6,914 6,561 6,561 6,914 6,561 Other 40,000 167,000 162,000 148,000 43,000 (60,000) 289,000 --------- --------- --------- --------- --------- --------- --------- Total SG&A Fixed 3,245,091 3,091,566 4,966,635 3,448,057 3,703,047 3,653,936 4,004,660 --------- --------- --------- --------- --------- --------- --------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 MOLD Third Party Rents & Leases - Related Party Rents - & Leases Launch Risk - Depreciation 129,084 128,826 127,047 124,543 118,759 1,589,455 Mi SBT - Taxes - - - - - 23,566 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - --------- --------- --------- --------- --------- ---------- Total Fixed Cost 129,084 128,826 127,047 124,543 118,759 1,613,021 --------- --------- --------- --------- --------- ---------- ALMONT Third Party Rents & Leases - Related Party Rents & Leases 35,460 35,460 70,920 35,460 35,460 460,980 Launch Risk - Depreciation 253,073 252,312 252,312 251,807 252,419 3,600,894 Mi SBT - Taxes 3,103 702 37,118 15,414 15,414 116,477 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - --------- --------- --------- --------- --------- ---------- Total Fixed Cost 291,635 288,473 360,349 302,681 303,293 4,178,351 --------- --------- --------- --------- --------- ---------- DELUXE Third Party Rents & Leases - Related Party Rents - & Leases Launch Risk - Depreciation - Mi SBT - Taxes - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - --------- --------- --------- --------- --------- ---------- Total Fixed Cost - - - - - - --------- --------- --------- --------- --------- ---------- TOTAL PLANT FIXED COSTS 3,335,217 3,221,459 3,083,589 3,656,290 1,089,085 39,820,142 ========= ========= ========= ========= ========= ========== - - - - - - IV. SG&A FIXED Actuals through September '03. Forecast based on company CORPORATE projections. Third Party Rents & Leases - Related Party Rents - & Leases Mi SBT 139,000 139,000 138,514 203,000 122,000 2,089,514 Taxes - Payroll Related Expenses 1,410,000 2,098,000 1,664,392 1,652,000 2,247,000 23,473,392 Gainshare - Other - Utilities and Telephone 167,000 213,000 221,472 161,000 367,000 2,920,472 Insurance 265,000 351,000 351,140 351,000 351,000 3,586,140 Normal Course Professional 507,215 757,332 623,775 255,889 710,956 6,797,678 Maintenance & Supplies 154,000 183,000 152,845 189,000 129,000 1,731,845 Travel & Entertainment 119,000 88,000 141,493 92,000 136,000 1,529,493 Depreciation 6,561 6,914 1,412 11,709 640,116 713,192 Other 201,000 562,000 200,003 101,000 772,000 2,625,003 --------- --------- --------- --------- --------- ---------- Total SG&A Fixed 2,968,776 4,398,246 3,495,046 3,016,598 5,475,071 45,466,729 --------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT 190 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 MOLD Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation 118,338 117,844 117,738 110,165 110,165 110,165 110,165 Mi SBT Taxes - - - 2,023 2,023 2,023 2,023 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 118,338 117,844 117,738 112,187 112,187 112,187 112,187 --------- --------- --------- --------- --------- --------- --------- ALMONT Third Party Rents & Leases Related Party Rents & Leases 35,460 35,460 35,460 35,460 35,460 35,460 35,460 Launch Risk Depreciation 252,399 252,399 252,457 247,936 247,936 248,352 207,421 Mi SBT Taxes 15,414 8,914 8,214 9,998 9,998 9,998 9,998 Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Fixed Cost 303,273 296,773 296,131 293,393 293,393 293,810 252,878 --------- --------- --------- --------- --------- --------- --------- DELUXE Third Party Rents & Leases Related Party Rents & Leases Launch Risk Depreciation Mi SBT Taxes - - - Fees From Deluxe Restructuring Adj. - Fixed - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Fixed Cost - - - - - - - --------- --------- --------- --------- --------- --------- --------- TOTAL PLANT FIXED COSTS 3,257,886 3,164,661 3,442,870 3,487,350 3,496,396 3,531,859 3,610,938 ========= ========= ========= ========= ========= ========= ========= - - - - - - - IV. SG&A FIXED CORPORATE Third Party Rents & Leases Related Party Rents & Leases Mi SBT 121,680 121,680 121,680 179,350 179,350 179,350 179,350 Taxes Payroll Related Expenses 1,744,237 1,785,681 2,708,763 1,671,426 1,671,426 2,089,282 1,671,426 Gainshare Other Utilities and Telephone 169,516 285,515 249,174 204,313 204,313 204,313 204,313 Insurance 303,509 305,698 300,184 307,810 307,810 307,810 307,810 Normal Course Professional 393,219 295,520 706,254 283,513 283,513 433,513 283,513 Maintenance & Supplies 121,856 146,434 165,356 139,578 139,578 174,473 139,578 Travel & Entertainment 67,548 129,757 84,549 119,565 119,565 149,456 119,565 Depreciation - - 10,297 6,561 6,561 6,914 6,561 Other 296,777 (24,677) 597,765 225,313 225,313 225,313 225,313 --------- --------- --------- --------- --------- --------- --------- Total SG&A Fixed 3,218,342 3,045,608 4,944,021 3,137,429 3,137,429 3,770,424 3,137,429 --------- --------- --------- --------- --------- --------- --------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 MOLD Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 110,165 110,165 110,165 110,165 110,165 1,345,401 Mi SBT - Taxes 2,023 2,023 2,023 2,023 2,023 18,205 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - --------- --------- --------- --------- --------- ---------- Total Fixed Cost 112,187 112,187 112,187 112,187 112,187 1,363,606 --------- --------- --------- --------- --------- ---------- ALMONT Third Party Rents & Leases - Related Party Rents & Leases 35,460 35,460 35,460 35,460 35,460 425,520 Launch Risk - Depreciation 151,969 152,385 152,385 152,385 152,802 2,470,827 Mi SBT - Taxes 9,998 9,998 9,998 9,998 9,998 122,520 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - --------- --------- --------- --------- --------- ---------- Total Fixed Cost 197,426 197,843 197,843 197,843 198,260 3,018,867 --------- --------- --------- --------- --------- ---------- DELUXE Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - - - - - - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - --------- --------- --------- --------- --------- ---------- Total Fixed Cost - - - - - - --------- --------- --------- --------- --------- ---------- TOTAL PLANT FIXED COSTS 3,555,487 3,586,057 3,558,820 3,558,820 3,589,390 41,840,533 ========= ========= ========= ========= ========= ========== - - - - - - IV. SG&A FIXED CORPORATE Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT 179,350 179,350 179,350 179,350 179,350 1,979,190 Taxes - Payroll Related Expenses 1,671,426 2,089,282 1,671,426 1,671,426 2,089,282 22,535,080 Gainshare - Other - Utilities and Telephone 204,313 204,313 204,313 204,313 204,313 2,543,024 Insurance 307,810 307,810 307,810 307,810 307,810 3,679,684 Normal Course Professional 283,513 633,513 383,513 383,513 533,513 4,896,612 Maintenance & Supplies 139,578 174,473 139,578 139,578 174,473 1,794,532 Travel & Entertainment 119,565 149,456 119,565 119,565 149,456 1,447,613 Depreciation 6,561 6,914 6,561 6,561 6,914 70,403 Other 225,313 225,313 225,313 225,313 225,313 2,897,680 --------- --------- --------- --------- --------- ---------- Total SG&A Fixed 3,137,429 3,970,424 3,237,429 3,237,429 3,870,424 41,843,819 --------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT 191 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 ------ ------ ------ ------ ---- ------ MOLD Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 260,360 260,360 260,360 260,360 1,041,441 212,602 Mi SBT - Taxes 6,250 6,250 6,250 6,250 25,001 6,438 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Cost 266,610 266,610 266,610 266,610 1,066,442 219,040 ---------- ---------- ---------- ---------- ---------- ---------- ALMONT Third Party Rents & Leases - Related Party Rents & Leases 106,380 106,380 106,380 106,380 425,520 106,380 Launch Risk - Depreciation 285,417 285,417 285,417 285,417 1,141,666 106,810 Mi SBT - Taxes 30,893 30,893 30,893 30,893 123,570 31,819 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Cost 422,689 422,689 422,689 422,689 1,690,756 245,009 ---------- ---------- ---------- ---------- ---------- ---------- DELUXE Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - - - - - - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Cost - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL PLANT FIXED COSTS 9,759,587 9,759,587 9,759,587 9,759,587 39,038,346 9,541,122 ========== ========== ========== ========== ========== ========== - - - - - - IV. SG&A FIXED CORPORATE Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT 554,191 554,191 554,191 554,191 2,216,765 570,817 Taxes - Payroll Related Expenses 5,432,133 5,432,133 5,432,133 5,432,133 21,728,533 5,432,133 Gainshare - Other - Utilities and Telephone 631,328 631,328 631,328 631,328 2,525,311 650,268 Insurance 951,134 951,134 951,134 951,134 3,804,536 979,668 Normal Course Professional 1,200,540 1,200,540 1,200,540 1,200,540 4,802,160 1,200,540 Maintenance & Supplies 467,238 467,238 467,238 467,238 1,868,951 481,255 Travel & Entertainment 400,244 400,244 400,244 400,244 1,600,975 412,251 Depreciation 20,035 20,035 20,035 20,035 80,142 14,887 Other 696,216 696,216 696,216 696,216 2,784,866 717,103 ---------- ---------- ---------- ---------- ---------- ---------- Total SG&A Fixed 10,353,060 10,353,060 10,353,060 10,353,060 41,412,239 10,458,922 ---------- ---------- ---------- ---------- ---------- ---------- JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ---- ---- ---- MOLD Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation 212,602 212,602 212,602 850,410 359,357 153,227 Mi SBT - Taxes 6,438 6,438 6,438 25,751 26,524 26,524 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Cost 219,040 219,040 219,040 876,161 385,880 179,750 ---------- ---------- ---------- ---------- ---------- ---------- ALMONT Third Party Rents & Leases - Related Party Rents & Leases 106,380 106,380 106,380 425,520 425,520 425,520 Launch Risk - Depreciation 106,810 106,810 106,810 427,239 356,636 290,930 Mi SBT - Taxes 31,819 31,819 31,819 127,277 131,096 131,096 Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Cost 245,009 245,009 245,009 980,036 913,252 847,545 ---------- ---------- ---------- ---------- ---------- ---------- DELUXE Third Party Rents & Leases - Related Party Rents & Leases - Launch Risk - Depreciation - Mi SBT - Taxes - - - - - - Fees From Deluxe - Restructuring Adj. - Fixed - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Cost - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- TOTAL PLANT FIXED COSTS 9,541,122 10,737,372 10,737,372 40,556,987 41,811,210 40,853,093 ========== ========== ========== ========== ========== ========== - - - - - - IV. SG&A FIXED CORPORATE Third Party Rents & Leases - Related Party Rents & Leases - Mi SBT 570,817 570,817 570,817 2,283,268 2,351,766 2,422,319 Taxes - Payroll Related Expenses 5,432,133 5,432,133 5,432,133 21,728,533 21,728,533 21,728,533 Gainshare - Other - Utilities and Telephone 650,268 650,268 650,268 2,601,071 2,679,103 2,759,476 Insurance 979,668 979,668 979,668 3,918,672 4,036,232 4,157,319 Normal Course Professional 1,200,540 1,200,540 1,200,540 4,802,160 4,802,160 4,802,160 Maintenance & Supplies 481,255 481,255 481,255 1,925,020 1,982,770 2,042,253 Travel & Entertainment 412,251 412,251 412,251 1,649,005 1,698,475 1,749,429 Depreciation 14,887 14,887 14,887 59,547 9,179 - Other 717,103 717,103 717,103 2,868,412 2,954,464 3,043,098 ---------- ---------- ---------- ---------- ---------- ---------- Total SG&A Fixed 10,458,922 10,458,922 10,458,922 41,835,687 42,242,682 42,704,587 ---------- ---------- ---------- ---------- ---------- ----------
192 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
193 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
194 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
195 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
196 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
197 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
198 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
199 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
200 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
201 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
202 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
203 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
204 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
205 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
206 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
207 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 ------ ------ ------ ------ ------ ------ DEPRECIATION SCHEDULE Depreciation takes future capex into account. EXISTING ASSETS INCLUDES FIXED ASSETS, DEFERRED DESIGN TOOLING: Almont 349,498 349,314 349,314 303,560 337,842 332,483 Mold 154,533 137,202 136,845 136,636 133,465 132,403 --------- --------- --------- --------- --------- --------- Total Tooling 504,031 486,516 486,159 440,196 471,307 464,887 --------- --------- --------- --------- --------- --------- PRODUCTION Conneaut 162,604 161,758 161,700 160,032 159,962 157,750 Grand Blanc 735,008 705,821 789,164 782,861 749,860 727,722 Grand Rapids 300,060 302,442 303,661 294,960 289,263 293,885 Groesbeck 156,286 160,961 166,719 156,492 150,575 130,038 Harper 143,309 143,481 151,244 151,700 152,505 151,591 Hartford 48,783 48,666 48,576 48,511 48,360 47,459 Hopkinsville 68,687 68,687 68,687 66,987 70,403 66,958 Lancaster 91,814 91,812 91,814 91,769 91,771 91,769 Malyn 22,580 27,207 27,975 27,725 27,725 27,978 Masonic 61,733 61,829 66,962 66,962 66,962 66,962 Seabrook 228,686 227,174 238,086 237,848 237,461 237,127 SMC 22,121 22,120 22,121 22,120 22,121 22,120 Wallaceburg 8,096 7,467 7,661 7,762 6,315 1,332 WK Project (Citation) - - - - - - --------- --------- --------- --------- --------- --------- Total Production 2,049,767 2,029,426 2,144,368 2,115,731 2,073,283 2,022,690 --------- --------- --------- --------- --------- --------- SERVICE: Bailey Corp. (2,826) (2,826) (2,826) (2,826) (2,826) (24,301) Experience Mgmt. 379 379 - - - - Exterior SBU Admin - - - - - - Interior SBU Admin 8,164 8,164 8,164 2,629 2,629 2,629 Service 74,270 73,955 252,179 126,309 143,669 139,914 Venture Leasing 17,220 17,220 17,220 17,220 17,220 17,220 VEMCO Leasing 62 62 62 62 62 62 Venture Holdings - - - - - - --------- --------- --------- --------- --------- --------- Total Service 97,270 96,954 274,799 143,395 160,756 135,525 --------- --------- --------- --------- --------- --------- INACTIVE: - - - - - - Hillsdale 80,617 75,073 87,494 87,493 87,494 20,643 Madison 14,392 14,391 14,392 14,391 14,392 (11,907) Portland 20,857 20,857 20,857 20,857 (96,816) (18,662) --------- --------- --------- --------- --------- --------- Total Inactive 115,866 110,320 122,743 122,741 5,069 (9,926) --------- --------- --------- --------- --------- --------- OTHER DEPRECIATION: Amortization of Acquisition Cost - Service 7,065 5,905 6,914 6,561 6,561 6,914 Depreciation of Software Cost - Service 120,278 141,961 141,961 100,763 136,133 136,133 Depreciation of Software Cost - Mold 68,996 61,257 61,257 61,257 61,257 61,257 Amortization of Financing Cost - Service 412,198 446,940 549,913 451,322 438,178 558,675 Current CIP --------- --------- --------- --------- --------- --------- Total Other Depreciation 608,537 656,064 760,045 619,903 642,128 762,979 --------- --------- --------- --------- --------- --------- TOTAL DEPRECIATION - 3,375,471 3,379,280 3,788,114 3,441,965 3,352,542 3,376,155 ========= ========= ========= ========= ========= ========= JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ---- DEPRECIATION SCHEDULE Depreciation takes future capex into account. EXISTING ASSETS INCLUDES FIXED ASSETS, DEFERRED DESIGN TOOLING: Almont 316,960 253,073 252,312 252,312 251,807 252,419 3,600,894 Mold 130,113 129,084 128,826 127,047 124,543 118,759 1,589,455 --------- --------- --------- --------- --------- --------- ---------- Total Tooling 447,073 382,156 381,138 379,359 376,350 371,179 5,190,349 --------- --------- --------- --------- --------- --------- ---------- PRODUCTION Conneaut 157,752 154,608 154,610 154,691 154,693 154,691 1,894,851 Grand Blanc 701,551 669,790 673,971 670,677 684,735 627,261 8,518,420 Grand Rapids 285,819 284,483 277,876 275,443 275,186 (1,826,788) 1,356,289 Groesbeck 160,120 160,120 165,324 159,567 159,566 154,531 1,880,296 Harper 149,801 148,158 140,289 114,518 114,344 98,893 1,659,835 Hartford 47,443 47,442 47,254 47,253 46,936 46,935 573,618 Hopkinsville 62,178 59,485 57,393 59,138 59,138 58,155 765,896 Lancaster 91,771 91,769 91,771 94,823 94,824 94,334 1,110,041 Malyn 21,776 21,776 22,026 24,406 24,406 24,656 300,237 Masonic 66,962 66,962 66,962 66,962 66,962 66,962 793,185 Seabrook 231,768 231,300 231,304 231,300 231,304 231,300 2,794,657 SMC 22,121 22,120 22,121 22,216 22,494 22,494 266,288 Wallaceburg 1,040 1,033 1,183 1,221 1,236 1,238 45,584 WK Project (Citation) - - - - - - - --------- --------- --------- --------- --------- --------- ---------- Total Production 2,000,101 1,959,047 1,952,084 1,922,216 1,935,825 (245,338) 21,959,198 --------- --------- --------- --------- --------- --------- ---------- SERVICE: Bailey Corp. (24,301) (24,301) (24,301) (9,818) (9,818) (9,818) (140,784) Experience Mgmt. - - - - - - 758 Exterior SBU Admin - - - - - - - Interior SBU Admin 2,629 2,629 2,629 30,629 30,629 28,431 129,958 Service 139,914 139,758 139,181 70,967 203,838 137,403 1,641,357 Venture Leasing 17,220 17,220 17,220 17,220 17,220 17,220 206,637 VEMCO Leasing 62 62 62 62 62 62 749 Venture Holdings - - - - - - - --------- --------- --------- --------- --------- --------- ---------- Total Service 135,525 135,368 134,791 109,061 241,932 173,298 1,838,675 --------- --------- --------- --------- --------- --------- ---------- INACTIVE: - - - - - - Hillsdale 20,643 20,643 20,643 20,643 20,643 20,264 562,293 Madison (11,906) (11,907) (259) (259) (120) (121) 35,478 Portland (18,661) (18,662) (140) (141) (140) (141) (69,935) --------- --------- --------- --------- --------- --------- ---------- Total Inactive (9,924) (9,926) 20,244 20,243 20,383 20,003 527,837 --------- --------- --------- --------- --------- --------- ---------- OTHER DEPRECIATION: Amortization of Acquisition Cost - Service 6,561 6,561 6,914 1,412 11,709 640,116 713,192 Depreciation of Software Cost - Service 136,133 136,133 135,840 - 271,681 135,840 1,592,857 Depreciation of Software Cost - Mold 61,257 58,191 58,191 12,444 12,444 11,278 589,085 Amortization of Financing Cost - Service 457,894 453,512 547,722 453,512 451,322 604,999 5,826,186 Current CIP - --------- --------- --------- --------- --------- --------- ---------- Total Other Depreciation 661,844 654,397 748,667 467,368 747,155 1,392,232 8,721,320 --------- --------- --------- --------- --------- --------- ---------- TOTAL DEPRECIATION - 3,234,619 3,121,043 3,236,924 2,898,247 3,321,644 1,711,374 38,237,378 ========= ========= ========= ========= ========= ========= ==========
208 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ------ ------ ------ ------ ------ ------ DEPRECIATION SCHEDULE EXISTING ASSETS INCLUDES FIXED ASSETS, DEFERRED DESIGN TOOLING: Almont 252,399 252,399 252,457 247,936 247,936 248,352 Mold 118,338 117,844 117,738 110,165 110,165 110,165 --------- --------- --------- --------- --------- --------- Total Tooling 370,737 370,243 370,195 358,100 358,100 358,517 --------- --------- --------- --------- --------- --------- PRODUCTION Conneaut 152,960 152,958 152,803 152,907 152,907 152,907 Grand Blanc 647,343 644,834 643,279 645,152 645,152 645,152 Grand Rapids 101,482 101,880 103,932 102,431 102,431 102,431 Groesbeck 134,644 132,896 146,786 138,109 138,109 138,109 Harper 86,984 99,589 95,919 94,164 94,164 94,164 Hartford 46,936 46,935 46,936 46,936 46,936 46,936 Hopkinsville 58,155 58,155 58,155 58,155 58,155 58,155 Lancaster 94,336 94,334 96,968 95,213 95,213 95,213 Malyn 23,294 23,368 23,368 23,343 23,343 23,343 Masonic 66,962 66,962 66,962 66,962 66,962 66,962 Seabrook 231,304 231,300 231,304 231,303 231,303 231,303 SMC 8,412 8,412 8,412 8,412 8,412 8,412 Wallaceburg 1,253 1,222 1,620 1,365 1,365 1,365 WK Project (Citation) - - - 188,683 197,729 206,775 --------- --------- --------- --------- --------- --------- Total Production 1,654,065 1,662,844 1,676,445 1,853,135 1,862,181 1,871,226 --------- --------- --------- --------- --------- --------- SERVICE: Bailey Corp. (9,818) (9,818) (9,818) (9,818) (9,818) (9,818) Experience Mgmt. - - - - - - Exterior SBU Admin - - - - - - Interior SBU Admin 29,431 29,431 28,431 29,098 29,098 29,098 Service 137,402 137,403 136,611 137,139 137,139 137,139 Venture Leasing 17,220 - 34,440 17,215 17,215 17,215 VEMCO Leasing 62 - 125 62 62 62 Venture Holdings - - - --------- --------- --------- --------- --------- --------- Total Service 174,298 157,016 189,789 173,696 173,696 173,696 --------- --------- --------- --------- --------- --------- INACTIVE: Hillsdale 20,265 20,264 11,570 21,297 21,297 21,297 Madison (120) (121) (120) (120) (120) (120) Portland (140) (141) (140) (140) (140) (140) --------- --------- --------- --------- --------- --------- Total Inactive 20,005 20,002 11,310 21,037 21,037 21,037 --------- --------- --------- --------- --------- --------- OTHER DEPRECIATION: Amortization of Acquisition Cost - Service - - 10,297 6,561 6,561 6,914 Depreciation of Software Cost - Service 135,840 135,840 135,840 135,840 135,840 135,840 Depreciation of Software Cost - Mold 11,278 11,278 11,278 11,278 11,278 11,278 Amortization of Financing Cost - Service 453,512 446,940 556,485 485,646 485,646 485,646 Current CIP --------- --------- --------- --------- --------- --------- Total Other Depreciation 600,630 594,058 713,900 639,325 639,325 639,678 --------- --------- --------- --------- --------- --------- TOTAL DEPRECIATION - 2,819,735 2,804,164 2,961,638 3,045,293 3,054,339 3,064,154 ========= ========= ========= ========= ========= ========= JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ---- DEPRECIATION SCHEDULE EXISTING ASSETS INCLUDES FIXED ASSETS, DEFERRED DESIGN TOOLING: Almont 207,421 151,969 152,385 152,385 152,385 152,802 2,470,827 Mold 110,165 110,165 110,165 110,165 110,165 110,165 1,345,401 --------- --------- --------- --------- --------- --------- ---------- Total Tooling 317,585 262,133 262,550 262,550 262,550 262,967 3,816,228 --------- --------- --------- --------- --------- --------- ---------- PRODUCTION Conneaut 152,907 152,907 152,907 152,907 152,907 152,907 1,834,881 Grand Blanc 645,152 645,152 645,152 645,152 645,152 645,152 7,741,821 Grand Rapids 102,431 102,431 102,431 102,431 102,431 102,431 1,229,173 Groesbeck 138,109 138,109 138,109 138,109 138,109 138,109 1,657,305 Harper 94,164 94,164 94,164 94,164 94,164 94,164 1,129,969 Hartford 46,936 46,936 46,936 46,936 46,936 46,936 563,231 Hopkinsville 58,155 58,155 58,155 58,155 58,155 58,155 697,860 Lancaster 95,213 95,213 95,213 95,213 95,213 95,213 1,142,555 Malyn 23,343 23,343 23,343 23,343 23,343 23,343 280,118 Masonic 66,962 66,962 66,962 66,962 66,962 66,962 803,547 Seabrook 231,303 231,303 231,303 231,303 231,303 231,303 2,775,634 SMC 8,412 8,412 8,412 8,412 8,412 8,412 100,942 Wallaceburg 1,365 1,365 1,365 1,365 1,365 1,365 16,380 WK Project (Citation) 206,775 206,775 206,775 206,775 206,775 206,775 1,833,838 --------- --------- --------- --------- --------- --------- ---------- Total Production 1,871,226 1,871,226 1,871,226 1,871,226 1,871,226 1,871,226 21,807,255 --------- --------- --------- --------- --------- --------- ---------- SERVICE: Bailey Corp. (9,818) (9,818) (9,818) (9,818) (9,818) (9,818) (117,810) Experience Mgmt. - - - - - - - Exterior SBU Admin - - - - - - - Interior SBU Admin 29,098 29,098 29,098 29,098 29,098 29,098 349,170 Service 137,139 137,139 137,139 137,139 137,139 137,139 1,645,665 Venture Leasing 17,215 17,215 17,215 17,215 17,215 17,215 206,596 VEMCO Leasing 62 62 62 62 62 62 748 Venture Holdings - --------- --------- --------- --------- --------- --------- ---------- Total Service 173,696 173,696 173,696 173,696 173,696 173,696 2,084,369 --------- --------- --------- --------- --------- --------- ---------- INACTIVE: Hillsdale 21,297 21,297 21,297 24,214 24,214 24,214 252,526 Madison (120) (120) (120) (120) (120) (120) (1,444) Portland (140) (140) (140) (140) (140) (140) (1,681) --------- --------- --------- --------- --------- --------- ---------- Total Inactive 21,037 21,037 21,037 23,954 23,954 23,954 249,401 --------- --------- --------- --------- --------- --------- ---------- OTHER DEPRECIATION: Amortization of Acquisition Cost - Service 6,561 6,561 6,914 6,561 6,561 6,914 70,403 Depreciation of Software Cost - Service 135,840 135,840 135,840 135,840 135,840 135,840 1,630,083 Depreciation of Software Cost - Mold 11,278 11,278 11,278 11,278 11,278 11,278 135,332 Amortization of Financing Cost - Service 485,646 485,646 485,646 485,646 485,646 485,646 5,827,749 Current CIP --------- --------- --------- --------- --------- --------- ---------- Total Other Depreciation 639,325 639,325 639,678 639,325 639,325 639,678 7,663,568 --------- --------- --------- --------- --------- --------- ---------- TOTAL DEPRECIATION - 3,022,870 2,967,418 2,968,187 2,970,751 2,970,751 2,971,521 35,620,821 ========= ========= ========= ========= ========= ========= ==========
209 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 ------ ------ ------ ------ ---- ------ DEPRECIATION SCHEDULE EXISTING ASSETS INCLUDES FIXED ASSETS, DEFERRED DESIGN TOOLING: Almont 285,417 285,417 285,417 285,417 1,141,666 106,810 Mold 260,360 260,360 260,360 260,360 1,041,441 212,602 --------- --------- --------- --------- ---------- --------- Total Tooling 545,777 545,777 545,777 545,777 2,183,107 319,412 --------- --------- --------- --------- ---------- --------- PRODUCTION Conneaut 458,720 458,720 458,720 458,720 1,834,881 458,720 Grand Blanc 1,935,455 1,935,455 1,935,455 1,935,455 7,741,821 1,935,455 Grand Rapids 307,293 307,293 307,293 307,293 1,229,173 307,293 Groesbeck 414,326 414,326 414,326 414,326 1,657,305 414,326 Harper 282,492 282,492 282,492 282,492 1,129,969 282,492 Hartford 140,808 140,808 140,808 140,808 563,231 140,808 Hopkinsville 174,465 174,465 174,465 174,465 697,860 174,465 Lancaster 285,639 285,639 285,639 285,639 1,142,555 285,639 Malyn 70,030 70,030 70,030 70,030 280,118 70,030 Masonic 200,887 200,887 200,887 200,887 803,547 200,887 Seabrook 693,908 693,908 693,908 693,908 2,775,634 693,908 SMC 25,236 25,236 25,236 25,236 100,942 25,236 Wallaceburg 16,380 WK Project (Citation) 458,459 458,459 458,459 458,459 1,833,838 458,459 --------- --------- --------- --------- ---------- --------- Total Production 5,447,719 5,447,719 5,447,719 5,447,719 21,807,255 5,447,719 --------- --------- --------- --------- ---------- --------- SERVICE: Bailey Corp. (29,453) (29,453) (29,453) (29,453) (117,810) (29,453) Experience Mgmt. - - - - - - Exterior SBU Admin - - - - - - Interior SBU Admin 87,293 87,293 87,293 87,293 349,170 87,293 Service 411,416 411,416 411,416 411,416 1,645,665 411,416 Venture Leasing 51,649 51,649 51,649 51,649 206,596 51,649 VEMCO Leasing 187 187 187 187 748 187 Venture Holdings - - - - - --------- --------- --------- --------- ---------- --------- Total Service 521,092 521,092 521,092 521,092 2,084,369 521,092 --------- --------- --------- --------- ---------- --------- INACTIVE: Hillsdale 75,855 75,855 75,855 75,855 303,418 92,950 Madison (361) (361) (361) (361) (1,444) (361) Portland (420) (420) (420) (420) (1,681) (420) --------- --------- --------- --------- ---------- --------- Total Inactive 75,073 75,073 75,073 75,073 300,293 92,168 --------- --------- --------- --------- ---------- --------- OTHER DEPRECIATION: Amortization of Acquisition Cost - Service 20,035 20,035 20,035 20,035 80,142 14,887 Depreciation of Software Cost - Service 404,537 404,537 404,537 404,537 1,618,148 368,216 Depreciation of Software Cost - Mold 639 639 639 639 2,557 - Amortization of Financing Cost - Service 1,456,937 1,456,937 1,456,937 1,456,937 5,827,749 1,456,937 Current CIP - --------- --------- --------- --------- ---------- --------- Total Other Depreciation 1,882,149 1,882,149 1,882,149 1,882,149 7,528,597 1,840,040 --------- --------- --------- --------- ---------- --------- TOTAL DEPRECIATION - 8,471,810 8,471,810 8,471,810 8,471,810 33,903,621 8,220,432 ========= ========= ========= ========= ========== ========= JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ---- ---- ---- DEPRECIATION SCHEDULE EXISTING ASSETS INCLUDES FIXED ASSETS, DEFERRED DESIGN TOOLING: Almont 106,810 106,810 106,810 427,239 356,636 290,930 Mold 212,602 212,602 212,602 850,410 359,357 153,227 --------- --------- --------- ---------- ---------- ---------- Total Tooling 319,412 319,412 319,412 1,277,649 715,993 444,157 --------- --------- --------- ---------- ---------- ---------- PRODUCTION Conneaut 458,720 458,720 458,720 1,834,881 1,834,881 1,834,881 Grand Blanc 1,935,455 1,935,455 1,935,455 7,741,821 7,741,821 7,741,821 Grand Rapids 307,293 307,293 307,293 1,229,173 1,229,173 1,229,173 Groesbeck 414,326 414,326 414,326 1,657,305 1,657,305 1,657,305 Harper 282,492 282,492 282,492 1,129,969 1,129,969 1,129,969 Hartford 140,808 140,808 140,808 563,231 563,231 563,231 Hopkinsville 174,465 174,465 174,465 697,860 697,860 697,860 Lancaster 285,639 285,639 285,639 1,142,555 1,142,555 1,142,555 Malyn 70,030 70,030 70,030 280,118 280,118 280,118 Masonic 200,887 200,887 200,887 803,547 803,547 803,547 Seabrook 693,908 693,908 693,908 2,775,634 2,775,634 2,775,634 SMC 25,236 25,236 25,236 100,942 100,942 100,942 Wallaceburg 16,380 16,380 16,380 WK Project (Citation) 458,459 458,459 458,459 1,833,838 1,833,838 1,833,838 --------- --------- --------- ---------- ---------- ---------- Total Production 5,447,719 5,447,719 5,447,719 21,807,255 21,807,255 21,807,255 --------- --------- --------- ---------- ---------- ---------- SERVICE: Bailey Corp. (29,453) (29,453) (29,453) (117,810) (117,810) (117,810) Experience Mgmt. - - - - - - Exterior SBU Admin - - - - - - Interior SBU Admin 87,293 87,293 87,293 349,170 349,170 349,170 Service 411,416 411,416 411,416 1,645,665 1,645,665 1,645,665 Venture Leasing 51,649 51,649 51,649 206,596 206,596 206,596 VEMCO Leasing 187 187 187 748 748 748 Venture Holdings - - - --------- --------- --------- ---------- ---------- ---------- Total Service 521,092 521,092 521,092 2,084,369 2,084,369 2,084,369 --------- --------- --------- ---------- ---------- ---------- INACTIVE: Hillsdale 92,950 92,950 92,950 371,798 617,636 445,082 Madison (361) (361) (361) (1,444) (1,444) (1,444) Portland (420) (420) (420) (1,681) (1,681) (1,681) --------- --------- --------- ---------- ---------- ---------- Total Inactive 92,168 92,168 92,168 368,673 614,511 441,957 --------- --------- --------- ---------- ---------- ---------- OTHER DEPRECIATION: Amortization of Acquisition Cost - Service 14,887 14,887 14,887 59,547 9,179 - Depreciation of Software Cost - Service 368,216 368,216 368,216 1,472,865 519,634 Depreciation of Software Cost - Mold - - - Amortization of Financing Cost - Service 1,456,937 1,456,937 1,456,937 5,827,749 5,827,749 5,827,749 Current CIP - - - --------- --------- --------- ---------- ---------- ---------- Total Other Depreciation 1,840,040 1,840,040 1,840,040 7,360,161 6,356,563 5,827,749 --------- --------- --------- ---------- ---------- ---------- TOTAL DEPRECIATION - 8,220,432 8,220,432 8,220,432 32,898,107 31,578,690 30,605,487 ========= ========= ========= ========== ========== ==========
210 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 ------ ------ ------ ------ ------ ------ V. SG&A VARIABLE (CORPORATE ONLY) COMMISSIONS ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL Revenue 1,092,000 1,376,000 1,715,000 147,356 354,524 169,410 Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% ---------- --------- --------- --------- ---------- ---------- 1,092,000 1,376,000 1,715,000 147,356 354,524 169,410 ---------- --------- --------- --------- ---------- ---------- INTEREST EXPENSE (SEE DEBT TAB) 6,217 5,507 6,201 2,097 2,118 2,537 OEM DISCOUNT Change Date 12/31/2006 OEM Revenue 635,000 893,000 884,000 723,000 692,000 908,000 Rate 2% 2% 2% 2% 2% 2% ---------- --------- --------- --------- ---------- ---------- 635,000 893,000 884,000 723,000 692,000 908,000 ---------- --------- --------- --------- ---------- ---------- OTHER EXPENSE/(INCOME) Chrysler Price Concession 6,500,000 Fixed Asset Impairment - - - 2,861,000 - (390,000) Unrealized Currency Exch. (1,642,000) 369,000 392,000 (903,000) (2,722,000) (584,000) Cash in From SA & Aus. Settlement on Lost Business Discretionary Bonus Payments One Time Rest Costs Plant Shutdown & Launch Costs Gain on Asset Sale Goodwill Impairment Other ---------- --------- --------- --------- ---------- ---------- Total Other (1,642,000) 369,000 6,892,000 1,958,000 (2,722,000) (974,000) ---------- --------- --------- --------- ---------- ---------- OTHER EXPENSE/(INCOME) - EBITDA IMPACT Chrysler Price Concession - - 6,500,000 - - - Fixed Asset Impairment - - - 2,861,000 - (390,000) Unrealized Currency Exch. (1,638,000) 395,000 249,000 (944,000) (2,710,000) (749,000) Cash in From SA & Aus. Other Noncash Trans. - - - 34,000 496,000 (157,000) Settlement on Lost Business Discretionary Bonus Payments One Time Rest Costs Plant Shutdown & Launch Costs Gain on Asset Sale - - - - - - Goodwill Impairment Other ---------- --------- --------- --------- ---------- ---------- Total Other (1,638,000) 395,000 6,749,000 1,951,000 (2,214,000) (1,296,000) ---------- --------- --------- --------- ---------- ---------- JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ------ ---- V. SG&A VARIABLE (CORPORATE ONLY) COMMISSIONS ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL Revenue 140,930 7,120 7,660 13,727 11,170 13,000 5,047,897 Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% --------- --------- ---------- ---------- -------- ---------- ---------- 140,930 7,120 7,660 13,727 11,170 13,000 5,047,897 --------- --------- ---------- ---------- -------- ---------- ---------- INTEREST EXPENSE (SEE DEBT TAB) 1,723 1,588 2,475 2,163 2,159 2,199 36,984 OEM DISCOUNT Change Date 12/31/2006 OEM Revenue 561,000 568,000 641,000 644,360 779,000 581,000 8,509,360 Rate 2% 2% 2% 2% 2% 2% 100% --------- --------- ---------- ---------- -------- ---------- ---------- 561,000 568,000 641,000 644,360 779,000 581,000 8,509,360 --------- --------- ---------- ---------- -------- ---------- ---------- OTHER EXPENSE/(INCOME) Chrysler Price Concession 6,500,000 Fixed Asset Impairment - - - - - 390,000 2,861,000 Unrealized Currency Exch. 1,008,000 1,750,000 (2,311,000) (1,175,938) (946,000) (1,130,000) (7,894,938) Cash in From SA & Aus. - Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - Plant Shutdown & Launch Costs - Gain on Asset Sale - Goodwill Impairment 44,219,000 44,219,000 Other 17,021,000 17,021,000 --------- --------- ---------- ---------- -------- ---------- ---------- Total Other 1,008,000 1,750,000 (2,311,000) (1,175,938) (946,000) 60,500,000 62,706,062 --------- --------- ---------- ---------- -------- ---------- ---------- OTHER EXPENSE/(INCOME) - EBITDA IMPACT Chrysler Price Concession - - - - - - 6,500,000 Fixed Asset Impairment - - - - - 390,000 2,861,000 Unrealized Currency Exch. 1,235,000 1,684,000 (2,543,000) (1,249,763) (867,000) (1,197,000) (8,334,763) Cash in From SA & Aus. - Other Noncash Trans. (53,000) (10,000) 3,000 12,654 13,000 7,000 345,654 Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - Plant Shutdown & Launch Costs - Gain on Asset Sale - - - - - - - Goodwill Impairment 44,219,000 44,219,000 Other 17,021,000 17,021,000 --------- --------- ---------- ---------- -------- ---------- ---------- Total Other 1,182,000 1,674,000 (2,540,000) (1,237,109) (854,000) 60,440,000 62,611,891 --------- --------- ---------- ---------- -------- ---------- ----------
211 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 ------ ------ ------ ------ ------ ------ ------ V. SG&A VARIABLE (CORPORATE ONLY) COMMISSIONS ACTUAL ACTUAL ACTUAL Revenue 889,118 (872,873) - 32,678,158 35,523,121 39,436,802 17,264,019 Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -------- ---------- -------- ---------- ---------- ---------- ---------- 889,118 (872,873) - - - - - -------- ---------- -------- ---------- ---------- ---------- ---------- INTEREST EXPENSE (SEE DEBT TAB) 2,247 2,206 3,017 2,382 2,342 3,221 2,911 OEM DISCOUNT Change Date 12/31/2006 OEM Revenue 757,246 1,039,699 997,249 28,444,001 30,836,163 33,816,760 14,253,198 Rate 2% 2% 2% 2% 2% 2% 2% -------- ---------- -------- ---------- ---------- ---------- ---------- 757,246 1,039,699 997,249 568,880 616,723 676,335 285,064 -------- ---------- -------- ---------- ---------- ---------- ---------- OTHER EXPENSE/(INCOME) Chrysler Price Concession Fixed Asset Impairment Unrealized Currency Exch. (521,348) (1,165,242) (370,462) Cash in From SA & Aus. (461,000) Settlement on Lost Business Discretionary Bonus Payments 333,333 One Time Rest Costs - - - - Plant Shutdown & Launch Costs 134,100 161,000 364,300 220,000 220,000 275,000 220,000 Gain on Asset Sale - (1,162,130) (28,258) Goodwill Impairment Other -------- ---------- -------- ---------- ---------- ---------- ---------- Total Other (387,248) (2,166,372) (34,420) 220,000 220,000 275,000 92,333 -------- ---------- -------- ---------- ---------- ---------- ---------- OTHER EXPENSE/(INCOME) - EBITDA IMPACT Chrysler Price Concession - - - - - - - Fixed Asset Impairment - - - - - - - Unrealized Currency Exch. (453,016) (1,152,832) (586,000) Cash in From SA & Aus. - - - (461,000) Other Noncash Trans. 34,734 34,734 34,000 35,000 35,000 35,000 - Settlement on Lost Business Discretionary Bonus Payments One Time Rest Costs - (1,262,130) - - - - - Plant Shutdown & Launch Costs 134,100 161,000 364,300 220,000 220,000 275,000 220,000 Gain on Asset Sale - (1,162,130) (28,258) - - - - Goodwill Impairment Other -------- ---------- -------- ---------- ---------- ---------- ---------- Total Other (284,182) (3,381,358) (215,958) 255,000 255,000 310,000 (241,000) -------- ---------- -------- ---------- ---------- ---------- ---------- AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ---- V. SG&A VARIABLE (CORPORATE ONLY) COMMISSIONS Revenue 38,542,865 52,606,361 47,687,874 40,348,285 43,996,576 348,100,307 Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% ---------- ---------- ---------- ---------- ---------- -------------- - - - - - 16,245 ---------- ---------- ---------- ---------- ---------- -------------- INTEREST EXPENSE (SEE DEBT TAB) 2,973 2,986 3,094 3,092 3,108 33,579 OEM DISCOUNT Change Date 12/31/2006 OEM Revenue 34,303,155 46,914,673 43,310,150 36,427,709 39,448,503 310,548,508.10 Rate 2% 2% 2% 2% 2% 3% ---------- ---------- ---------- ---------- ---------- -------------- 686,063 938,293 866,203 728,554 788,970 8,949,281 ---------- ---------- ---------- ---------- ---------- -------------- OTHER EXPENSE/(INCOME) Chrysler Price Concession - Fixed Asset Impairment - Unrealized Currency Exch. (2,057,052) Cash in From SA & Aus. (461,000) (461,000) (461,000) (461,000) (461,000) (2,766,000) Settlement on Lost Business - Discretionary Bonus Payments 333,333 333,333 333,333 333,333 333,333 2,000,000 One Time Rest Costs - - - - - - Plant Shutdown & Launch Costs 220,000 275,000 220,000 220,000 275,000 2,804,400 Gain on Asset Sale (1,190,388) Goodwill Impairment - Other - ---------- ---------- ---------- ---------- ---------- -------------- Total Other 92,333 147,333 92,333 92,333 147,333 (1,209,040) ---------- ---------- ---------- ---------- ---------- -------------- OTHER EXPENSE/(INCOME) - EBITDA IMPACT Chrysler Price Concession - - - - - - Fixed Asset Impairment - - - - - - Unrealized Currency Exch. (2,191,849) Cash in From SA & Aus. (461,000) (461,000) (461,000) (461,000) (461,000) (2,766,000) Other Noncash Trans. - - - - - 208,468 Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - - - - - (1,262,130) Plant Shutdown & Launch Costs 220,000 275,000 220,000 220,000 275,000 2,804,400 Gain on Asset Sale - - - - - (1,190,388) Goodwill Impairment - Other - ---------- ---------- ---------- ---------- ---------- -------------- Total Other (241,000) (186,000) (241,000) (241,000) (186,000) (4,397,498) ---------- ---------- ---------- ---------- ---------- --------------
212 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 ------ ------ ------ ------ ---- ------ V. SG&A VARIABLE (CORPORATE ONLY) COMMISSIONS Revenue 139,072,852 135,364,194 111,542,551 115,278,476 501,258,073 128,372,061 Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% ----------- ----------- ----------- ----------- -------------- ----------- - - - - - - ----------- ----------- ----------- ----------- -------------- ----------- INTEREST EXPENSE (SEE DEBT TAB) 9,313 8,934 9,168 9,407 36,823 9,137 OEM DISCOUNT Change Date 12/31/2006 OEM Revenue 124,162,404 121,653,103 99,222,575 102,848,738 447,886,819.04 113,800,054 Rate 2% 2% 2% 2% 2% 2% ----------- ----------- ----------- ----------- -------------- ----------- 2,483,248 2,433,062 1,984,451 2,056,975 8,957,736 2,276,001 ----------- ----------- ----------- ----------- -------------- ----------- OTHER EXPENSE/(INCOME) Chrysler Price Concession - Fixed Asset Impairment - Unrealized Currency Exch. - Cash in From SA & Aus. (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750) Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - - - - - - Plant Shutdown & Launch Costs - Gain on Asset Sale - Goodwill Impairment - Other - ----------- ----------- ----------- ----------- -------------- ----------- Total Other (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750) ----------- ----------- ----------- ----------- -------------- ----------- OTHER EXPENSE/(INCOME) - EBITDA IMPACT Chrysler Price Concession - - - - - - Fixed Asset Impairment - - - - - - Unrealized Currency Exch. - Cash in From SA & Aus. (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750) Other Noncash Trans. - Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - - - - - - Plant Shutdown & Launch Costs - - - - - - Gain on Asset Sale - - - - - - Goodwill Impairment - Other - ----------- ----------- ----------- ----------- -------------- ----------- Total Other (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750) ----------- ----------- ----------- ----------- -------------- ----------- JUN-06 SEP-06 DEC-06 2006 2007 2008 ------ ------ ------ ---- ---- ---- V. SG&A VARIABLE (CORPORATE ONLY) COMMISSIONS Revenue 120,121,892 100,123,481 111,275,249 459,892,683 475,434,752 436,753,559 Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% ----------- ----------- ----------- -------------- ----------- ----------- - - - - - - ----------- ----------- ----------- -------------- ----------- ----------- INTEREST EXPENSE (SEE DEBT TAB) 9,137 9,137 9,284 36,695 37,770 38,456 OEM DISCOUNT Change Date 12/31/2006 OEM Revenue 106,627,976 87,798,286 98,840,292 407,066,608.22 422,587,573 383,884,234 Rate 2% 2% 2% 2% 1% 1% ----------- ----------- ----------- -------------- ----------- ----------- 2,132,560 1,755,966 1,976,806 8,141,332 4,225,876 3,838,842 ----------- ----------- ----------- -------------- ----------- ----------- OTHER EXPENSE/(INCOME) Chrysler Price Concession - Fixed Asset Impairment - Unrealized Currency Exch. - Cash in From SA & Aus. (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790) Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - - - - - - Plant Shutdown & Launch Costs - Gain on Asset Sale - Goodwill Impairment - Other - ----------- ----------- ----------- -------------- ----------- ----------- Total Other (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790) ----------- ----------- ----------- -------------- ----------- ----------- OTHER EXPENSE/(INCOME) - EBITDA IMPACT Chrysler Price Concession - - - - - - Fixed Asset Impairment - - - - - - Unrealized Currency Exch. - Cash in From SA & Aus. (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790) Other Noncash Trans. - Settlement on Lost Business - Discretionary Bonus Payments - One Time Rest Costs - - - - - - Plant Shutdown & Launch Costs - - - - - - Gain on Asset Sale - - - - - - Goodwill Impairment - Other - ----------- ----------- ----------- -------------- ----------- ----------- Total Other (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790) ----------- ----------- ----------- -------------- ----------- -----------
213 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 ------ ------ ------ ------ ------ ------ ------ BUILDING RENTS/USAGE FEES PLANT TYPE TO: RELATED PARTY Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 22,200 22,200 Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 7,000 Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 7,000 Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 44,933 44,933 Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 3,133 3,133 Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 119,133 119,133 Bldg VAC 167,100 167,100 167,100 167,100 167,100 167,100 167,100 Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 16,100 16,100 Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 64,600 64,600 Usage Real Ven 58,867 58,867 58,867 58,867 58,867 58,867 58,867 Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 6,533 6,533 Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 28,300 28,300 Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 116,267 116,267 Bldg Real Estate 5,400 5,400 5,400 5,400 - 5,400 5,400 Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 24,800 24,800 Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 83,336 83,336 Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826) Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274) Service Bldg (Billed from Masonic) 5,274 5,274 5,274 5,274 5,274 5,174 5,174 Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 18,800 18,800 Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 7,000 7,000 Bldg Windall 7,000 7,000 7,000 7,000 7,000 7,000 7,000 Service Bldg Acropolis 1,632 4,611 4,399 3,053 (244) 2,958 - Vent Lsg Deluxe (17,600) (17,600) (17,600) (17,600) (17,600) (17,600) (17,600) Related Party Pmt Adj. To Act 2,000 (1,000) 500 ------- ------- ------- ------- ------- ------- ------- 778,708 778,687 779,975 778,129 769,432 777,934 774,976 ------- ------- ------- ------- ------- ------- ------- AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 ------ ------ ------ ------ ------ ---- BUILDING RENTS/USAGE FEES PLANT TYPE TO: RELATED PARTY Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 266,400 Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 84,000 Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 84,000 Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 539,196 Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 37,596 Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 1,429,596 Bldg VAC 167,100 167,100 167,100 167,100 167,100 2,005,200 Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 193,200 Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 775,200 Usage Real Ven 58,867 58,867 58,867 58,867 58,867 706,404 Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 78,396 Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 339,600 Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 1,395,204 Bldg Real Estate 5,400 5,400 5,400 5,400 5,400 59,400 Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 297,600 Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 1,000,032 Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (177,912) Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (63,288) Service Bldg (Billed from Masonic) 5,174 5,174 5,174 5,174 5,174 62,590 Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 225,600 Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 84,000 Bldg Windall 14,000 7,000 7,000 14,000 7,000 98,000 Service Bldg Acropolis 13,972 6,433 2,629 3,657 3,106 46,206 Vent Lsg Deluxe (17,600) (17,600) (17,599) (17,600) (17,600) (211,199) Related Party Pmt - - Adj. To Act 1,500 - ------- ------- ------- ------- ------- --------- 795,948 781,409 777,606 785,633 778,082 9,356,520 ------- ------- ------- ------- ------- ---------
214 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 ------ ------ ------ ------ ------ ------ BUILDING RENTS/USAGE FEES PLANT TYPE TO: RELATED PARTY Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 22,200 Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 44,933 Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 3,133 Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 119,133 Bldg VAC 167,100 167,100 167,100 167,100 167,100 167,100 Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 16,100 Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 64,600 Usage Real Ven 58,867 58,867 58,867 58,867 58,867 58,867 Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 6,533 Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 28,300 Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 116,267 Bldg Real Estate 5,400 5,400 5,400 5,400 5,400 5,400 Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 24,800 Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 83,336 Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826) Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274) Service Bldg (Billed from Masonic) 5,174 5,174 5,174 5,174 5,174 5,174 Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 18,800 Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 7,000 Bldg Windall 7,000 7,000 7,000 7,000 7,000 7,000 Service Bldg Acropolis 1,887 4,335 - 8,333 8,333 8,333 Vent Lsg Deluxe (17,600) (17,600) (17,600) (17,600) (17,600) (17,600) Related Party Pmt (195,000) (175,000) (175,000) Adj. To Act -------- -------- -------- ------- ------- ------- 581,863 604,312 599,976 783,309 783,309 783,309 -------- -------- -------- ------- ------- ------- JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 ------ ------ ------ ------ ------ ------ ---- BUILDING RENTS/USAGE FEES PLANT TYPE TO: RELATED PARTY Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 22,200 266,400 Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 84,000 Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 84,000 Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 44,933 539,196 Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 3,133 37,596 Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 119,133 1,429,596 Bldg VAC 167,100 167,100 167,100 167,100 167,100 167,100 2,005,200 Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 16,100 193,200 Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 64,600 775,200 Usage Real Ven 58,867 58,867 58,867 58,867 58,867 58,867 706,404 Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 6,533 78,396 Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 28,300 339,600 Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 116,267 1,395,204 Bldg Real Estate 5,400 5,400 5,400 5,400 5,400 5,400 64,800 Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 24,800 297,600 Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 83,336 1,000,032 Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826) (177,912) Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274) (63,288) Service Bldg (Billed from Masonic) 5,174 5,174 5,174 5,174 5,174 5,174 62,091 Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 18,800 225,600 Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 7,000 84,000 Bldg Windall 7,000 7,000 7,000 7,000 7,000 7,000 84,000 Service Bldg Acropolis 8,333 8,333 8,333 8,333 8,333 58,333 131,222 Vent Lsg Deluxe (17,600) (17,600) (17,600) (17,600) (17,600) (17,600) (211,200) Related Party Pmt (545,000) - Adj. To Act - - ------- ------- ------- ------- ------- ------- --------- 783,309 783,309 783,310 783,310 783,310 833,310 8,885,937 ------- ------- ------- ------- ------- ------- ---------
215 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 ------ ------ ------ ------ ---- ------ ------ BUILDING RENTS/USAGE FEES PLANT TYPE TO: RELATED PARTY Seabrook Usage Heavy 66,600 66,600 66,600 66,600 266,400 66,600 66,600 Conneaut Usage Heavy 21,000 21,000 21,000 21,000 84,000 21,000 21,000 Hartford Usage Heavy 21,000 21,000 21,000 21,000 84,000 21,000 21,000 Gr Rapids Usage Heavy 134,799 134,799 134,799 134,799 539,196 134,799 134,799 Hopkinsv Usage Heavy 9,399 9,399 9,399 9,399 37,596 9,399 9,399 Gr Blanc Usage Heavy 357,399 357,399 357,399 357,399 1,429,596 357,399 357,399 Bldg VAC 501,300 501,300 501,300 501,300 2,005,200 501,300 501,300 Bldg Farm/Country 48,300 48,300 48,300 48,300 193,200 48,300 48,300 Harper Usage Heavy 193,800 193,800 193,800 193,800 775,200 193,800 193,800 Usage Real Ven 176,601 176,601 176,601 176,601 706,404 176,601 176,601 Malyn Usage Heavy 19,599 19,599 19,599 19,599 78,396 19,599 19,599 Bldg Real Estate 84,900 84,900 84,900 84,900 339,600 84,900 84,900 Groesbeck Usage Heavy 348,801 348,801 348,801 348,801 1,395,204 348,801 348,801 Bldg Real Estate 16,200 16,200 16,200 16,200 64,800 16,200 16,200 Masonic Usage Equip Acq 74,400 74,400 74,400 74,400 297,600 74,400 74,400 Bldg Real Est Acq 250,008 250,008 250,008 250,008 1,000,032 250,008 250,008 Bldg (Billed to Deluxe) (44,478) (44,478) (44,478) (44,478) (177,912) (44,478) (44,478) Bldg (Billed to Service) (15,822) (15,822) (15,822) (15,822) (63,288) (15,822) (15,822) Service Bldg (Billed from Masonic) 15,523 15,523 15,523 15,523 62,093 15,523 15,523 Almont Usage Heavy 56,400 56,400 56,400 56,400 225,600 56,400 56,400 Bldg Real Estate 21,000 21,000 21,000 21,000 84,000 21,000 21,000 Bldg Windall 21,000 21,000 21,000 21,000 84,000 21,000 21,000 Service Bldg Acropolis 75,000 75,000 75,000 75,000 300,000 75,000 75,000 Vent Lsg Deluxe (52,800) (52,800) (52,800) (52,800) (211,200) (52,800) (52,800) Related Party Pmt - - - - - - - - Adj. To Act - - - - - - - - - - - - - - --------- --------- --------- --------- --------- --------- --------- 2,399,929 2,399,929 2,399,929 2,399,929 9,599,717 2,399,929 2,399,929 --------- --------- --------- --------- --------- --------- --------- SEP-06 DEC-06 2006 2007 2008 ------ ------ ---- ---- ---- BUILDING RENTS/USAGE FEES PLANT TYPE TO: RELATED PARTY Seabrook Usage Heavy 66,600 66,600 266,400 266,400 266,400 Conneaut Usage Heavy 21,000 21,000 84,000 84,000 84,000 Hartford Usage Heavy 21,000 21,000 84,000 84,000 84,000 Gr Rapids Usage Heavy 134,799 134,799 539,196 539,196 539,196 Hopkinsv Usage Heavy 9,399 9,399 37,596 37,596 37,596 Gr Blanc Usage Heavy 357,399 357,399 1,429,596 1,429,596 1,429,596 Bldg VAC 501,300 501,300 2,005,200 2,005,200 2,005,200 Bldg Farm/Country 48,300 48,300 193,200 193,200 193,200 Harper Usage Heavy 193,800 193,800 775,200 775,200 775,200 Usage Real Ven 176,601 176,601 706,404 706,404 706,404 Malyn Usage Heavy 19,599 19,599 78,396 78,396 78,396 Bldg Real Estate 84,900 84,900 339,600 339,600 339,600 Groesbeck Usage Heavy 348,801 348,801 1,395,204 1,395,204 1,395,204 Bldg Real Estate 16,200 16,200 64,800 64,800 64,800 Masonic Usage Equip Acq 74,400 74,400 297,600 297,600 297,600 Bldg Real Est Acq 250,008 250,008 1,000,032 1,000,032 1,000,032 Bldg (Billed to Deluxe) (44,478) (44,478) (177,912) (177,912) (177,912) Bldg (Billed to Service) (15,822) (15,822) (63,288) (63,288) (63,288) Service Bldg (Billed from Masonic) 15,523 15,523 62,093 62,093 62,093 Almont Usage Heavy 56,400 56,400 225,600 225,600 225,600 Bldg Real Estate 21,000 21,000 84,000 84,000 84,000 Bldg Windall 21,000 21,000 84,000 84,000 84,000 Service Bldg Acropolis 75,000 75,000 300,000 300,000 300,000 Vent Lsg Deluxe (52,800) (52,800) (211,200) (211,200) (211,200) Related Party Pmt - - - - - - Adj. To Act - - - - - - - - - - --------- --------- --------- --------- --------- 2,399,929 2,399,929 9,599,717 9,599,717 9,599,717 --------- --------- --------- --------- ---------
216 of 231 Venture - Confidential - DRAFT VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 --------- --------- --------- --------- --------- --------- THIRD PARTY - INCLUDES HARPER 3RD PARTY RENT 3RD PARTY RENT Grand Bldg First Industrial 200,794 200,794 200,794 200,794 200,794 200,794 Groesbeck Warehouse Richard T. Gordon 77,493 93,336 77,492 77,493 93,336 77,493 Grand Bldg Allen Storage - - - - - 3,750 Harper Bldg Harper Prop 167,583 167,583 167,583 167,583 167,583 167,583 Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412 Bldg Marsh Industrial 4,800 4,800 4,800 12,515 4,800 4,800 Warehouse Eagle Conneaut Bldg GMA Storage 2,924 2,574 2,924 2,924 2,924 2,924 Hoffman Riggers 942 - 1,885 Lancaster Bldg Marko 2,940 2,860 2,860 2,860 - 2,820 Warehouse Walnut WK Bldg Citation Masonic Bldg Deluxe Development Service STC (15 Mile) Charrington Estates 51,825 51,825 51,825 51,825 45,862 45,862 Service A Young office Ford Motor 5,257 5,257 5,248 - - - Service Doreka Distefano 7,130 7,130 7,130 7,130 4,991 4,991 Service Warehouse Pronto Properties 4,354 4,354 7,291 - 4,452 4,452 Service Warehouse Woodward Manchester 20,882 20,882 47,408 - 16,296 25,062 Other 3rd Party Rent Various 56,000 61,000 47,000 75,000 21,000 58,000 --------- --------- --------- --------- --------- --------- TOTAL EXPENSE TO TRUST 622,394 642,807 642,767 619,478 582,450 620,828 --------- --------- --------- --------- --------- --------- INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level. RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA) Almont Bldg Vent Lsg 35,460 35,460 35,460 35,460 35,460 35,460 Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000 Malyn Equip Vent Lsg 40,000 40,000 40,000 40,000 40,000 40,000 Bldg Vent Lsg 6,500 6,500 6,500 6,500 6,500 6,500 Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000 Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000 Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 28,529 14,264 --------- --------- --------- --------- --------- --------- TOTAL EXPENSE 289,224 289,224 289,224 274,960 303,489 289,224 --------- --------- --------- --------- --------- --------- TOTAL EXPENSE 1,690,326 1,710,718 1,711,966 1,672,567 1,655,371 1,687,986 ========= ========= ========= ========= ========= ========= Corporate SG&A 778,708 778,687 779,975 778,129 769,432 777,934
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- --------- --------- ---------- THIRD PARTY - INCLUDES HARPER 3RD PARTY RENT 3RD PARTY RENT Grand Bldg First Industrial 200,794 200,794 200,794 171,953 171,953 171,953 2,323,006 Groesbeck Warehouse Richard T. Gordon 77,493 77,493 77,493 77,493 137,188 77,493 1,021,296 Grand Bldg Allen Storage - - - - - - 3,750 Harper Bldg Harper Prop 167,583 167,583 26,667 100,000 100,000 100,000 1,667,331 Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412 244,944 Bldg Marsh Industrial 4,800 4,800 (1,200) 1,800 1,800 1,800 50,315 Warehouse Eagle 2,250 - - - - 2,250 Conneaut Bldg GMA Storage 2,924 2,924 2,924 2,924 2,924 2,924 34,738 Hoffman Riggers 942 - 1,885 942 942 942 8,481 Lancaster Bldg Marko - 2,340 800 800 800 800 19,880 Warehouse Walnut 240 80 - - - 320 WK Bldg Citation - Masonic Bldg Deluxe Development - Service STC (15 Mile) Charrington Estates 45,862 45,862 45,862 45,862 45,862 30,587 558,921 Service A Young office Ford Motor - - - - - - 15,762 Service Doreka Distefano 4,991 4,991 4,991 4,991 4,991 4,991 68,448 Service Warehouse Pronto Properties 4,452 5,937 5,937 5,937 7,124 7,124 61,417 Service Warehouse Woodward Manchester 20,883 26,625 43,038 8,435 19,144 19,144 267,796 Other 3rd Party Rent Various 58,000 28,000 20,000 139,000 (16,000) 77,000 624,000 - - - --------- --------- --------- --------- --------- --------- ---------- TOTAL EXPENSE TO TRUST 609,136 590,251 449,683 580,550 497,140 515,170 6,972,654 --------- --------- --------- --------- --------- --------- ---------- INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level. RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA) Almont Bldg Vent Lsg 35,460 35,460 35,460 70,920 35,460 35,460 460,980 Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000 900,000 Malyn Equip Vent Lsg 40,000 40,000 40,000 80,000 40,000 40,000 520,000 Bldg Vent Lsg 6,500 6,500 6,500 13,000 6,500 6,500 84,500 Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000 960,000 Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000 456,000 Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 14,264 14,264 14,264 171,169 - - - --------- --------- --------- --------- --------- --------- ---------- TOTAL EXPENSE 289,224 289,224 289,224 371,184 289,224 289,224 3,552,649 --------- --------- --------- --------- --------- --------- ---------- TOTAL EXPENSE 1,673,336 1,675,423 1,520,316 1,729,340 1,571,997 1,582,476 19,881,823 ========= ========= ========= ========= ========= ========= ========== Corporate SG&A 774,976 795,948 781,409 777,606 785,633 778,082
Note: Item not booked: Not currently being charged and not included in budget Almont (Commerce) Real Estate Venture-Confidential-DRAFT 217 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 --------- --------- --------- --------- --------- --------- THIRD PARTY - INCLUDES HARPER 3RD 3RD PARTY RENT Grand Bldg First Industrial 171,953 171,953 171,953 200,794 200,794 200,794 Groesbeck Warehouse Richard T. Gordon 77,493 77,493 77,493 77,493 77,493 77,493 Grand Bldg Allen Storage - - - - - - Harper Bldg Harper Prop 100,000 100,000 100,000 100,000 100,000 100,000 Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412 Bldg Marsh Industrial 1,800 1,800 1,800 2,025 2,025 2,025 Warehouse Eagle - - - - - - Conneaut Bldg GMA Storage 2,924 2,924 - 2,924 2,924 2,924 Hoffman Riggers - 1,885 - 1,885 1,885 1,885 Lancaster Bldg Marko 800 800 800 Warehouse Walnut 80 80 80 WK Bldg Citation - Masonic Bldg Deluxe Development 15,000 - - Service STC (15 Mile) Charrington Estates 45,862 45,862 45,862 45,862 45,862 45,862 Service A Young office Ford Motor - - - - - - Service Doreka Distefano 4,991 4,991 4,991 - - - Service Warehouse Pronto Properties 7,124 7,124 7,520 5,937 5,937 5,937 Service Warehouse Woodward Manchester - - - 43,038 43,038 43,038 Other 3rd Party Rent Various 87,000 75,000 175,000 28,500 28,500 28,500 --------- --------- --------- --------- --------- --------- TOTAL EXPENSE TO TRUST 534,559 509,444 605,031 529,750 529,750 529,750 --------- --------- --------- --------- --------- --------- INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level. RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA) Almont Bldg Vent Lsg 35,460 35,460 35,460 35,460 35,460 35,460 Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000 Malyn Equip Vent Lsg 40,000 40,000 40,000 40,000 40,000 40,000 Bldg Vent Lsg 6,500 6,500 6,500 6,500 6,500 6,500 Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000 Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000 Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 14,264 14,264 14,264 --------- --------- --------- --------- --------- --------- TOTAL EXPENSE 289,224 289,224 289,224 289,224 289,224 289,224 --------- --------- --------- --------- --------- --------- TOTAL EXPENSE 1,405,647 1,402,980 1,494,232 1,602,283 1,602,283 1,602,283 ========= ========= ========= ========= ========= ========= Corporate SG&A 581,863 604,312 599,976 783,309 783,309 783,309
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- --------- --------- --------- --------- ---------- THIRD PARTY - INCLUDES HARPER 3RD 3RD PARTY RENT Grand Bldg First Industrial 200,794 200,794 200,794 200,794 200,794 200,794 2,323,006 Groesbeck Warehouse Richard T. Gordon 77,493 77,493 77,493 77,493 77,493 77,493 929,916 Grand Bldg Allen Storage - - - - - - - Harper Bldg Harper Prop 100,000 100,000 100,000 100,000 100,000 100,000 1,200,000 Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412 244,944 Bldg Marsh Industrial 2,025 2,025 2,025 2,025 2,025 2,025 23,625 Warehouse Eagle - - - - - - - Conneaut Bldg GMA Storage 2,924 2,924 2,924 2,924 2,924 2,924 32,164 Hoffman Riggers 1,885 1,885 1,885 1,885 1,885 1,885 18,848 Lancaster Bldg Marko 800 800 800 800 800 800 7,200 Warehouse Walnut 80 80 80 80 80 80 720 WK Bldg Citation - Masonic Bldg Deluxe Development 15,000 Service STC (15 Mile) Charrington Estates 45,862 45,862 45,862 45,862 45,862 45,862 550,344 Service A Young office Ford Motor - - - - Service Doreka Distefano - - - - - - 14,973 Service Warehouse Pronto Properties 5,937 5,937 5,937 5,937 5,937 5,937 75,203 Service Warehouse Woodward Manchester 43,038 43,038 43,038 43,038 43,038 43,038 387,341 Other 3rd Party Rent Various 28,500 28,500 28,500 28,500 28,500 28,500 593,500 - - - --------- --------- --------- --------- --------- --------- ---------- TOTAL EXPENSE TO TRUST 529,750 529,750 529,750 529,750 529,750 529,750 6,416,784 --------- --------- --------- --------- --------- --------- ---------- INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level. RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA) Almont Bldg Vent Lsg 35,460 35,460 35,460 35,460 35,460 35,460 425,520 Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000 900,000 Malyn Equip Vent Lsg 40,000 40,000 40,000 40,000 40,000 40,000 480,000 Bldg Vent Lsg 6,500 6,500 6,500 6,500 6,500 6,500 78,000 Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000 960,000 Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000 456,000 Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 14,264 14,264 14,264 171,168 - - - --------- --------- --------- --------- --------- --------- ---------- TOTAL EXPENSE 289,224 289,224 289,224 289,224 289,224 289,224 3,470,688 --------- --------- --------- --------- --------- --------- ---------- TOTAL EXPENSE 1,602,283 1,602,284 1,602,284 1,602,284 1,602,284 1,652,284 18,773,409 ========= ========= ========= ========= ========= ========= ========== Corporate SG&A 783,309 783,309 783,310 783,310 783,310 833,310
Note: Item not booked: Not currently being charged and not Almont (Commerce) Real Estate Venture-Confidential-DRAFT 218 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 --------- --------- --------- --------- ---------- --------- THIRD PARTY - INCLUDES HARPER 3RD 3RD PARTY RENT Grand Bldg First Industrial 602,382 602,382 602,382 602,382 2,409,528 602,382 Groesbeck Warehouse Richard T. Gordon 232,479 232,479 232,479 232,479 929,916 232,479 Grand Bldg Allen Storage - - - - - - Harper Bldg Harper Prop 300,000 300,000 300,000 300,000 1,200,000 300,000 Hopkinsville Bldg MCR Properties 61,236 61,236 61,236 61,236 244,944 61,236 Bldg Marsh Industrial 6,075 6,075 6,075 6,075 24,300 6,075 Warehouse Eagle - - - - - - Conneaut Bldg GMA Storage 8,772 8,772 8,772 8,772 35,088 8,772 Hoffman Riggers 5,654 5,654 5,654 5,654 22,617 5,654 Lancaster Bldg Marko 2,400 2,400 2,400 2,400 9,600 2,400 Warehouse Walnut 240 240 240 240 960 240 WK Bldg Citation - - - Masonic Bldg Deluxe Development - Service STC (15 Mile) Charrington Estates 137,586 137,586 137,586 137,586 550,344 137,586 Service A Young office Ford Motor - - - - - - Service Doreka Distefano - - - - - - Service Warehouse Pronto Properties 17,812 17,812 17,812 17,812 71,249 17,812 Service Warehouse Woodward Manchester 129,113 129,113 129,113 129,113 516,453 129,113 Other 3rd Party Rent Various 85,500 85,500 85,500 85,500 342,000 85,500 - - - - - - - - - - - - - - - - - - --------- --------- --------- --------- ---------- --------- TOTAL EXPENSE TO TRUST 1,589,250 1,589,250 1,589,250 1,589,250 6,356,999 1,589,250 --------- --------- --------- --------- ---------- --------- INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level. RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA) Almont Bldg Vent Lsg 106,380 106,380 106,380 106,380 425,520 106,380 Gr BlancEquip Vemco Lsg 225,000 225,000 225,000 225,000 900,000 225,000 Malyn Equip Vent Lsg 120,000 120,000 120,000 120,000 480,000 120,000 Bldg Vent Lsg 19,500 19,500 19,500 19,500 78,000 19,500 Groesbeck Equip Vent Lsg 240,000 240,000 240,000 240,000 960,000 240,000 Bldg Vent Lsg 114,000 114,000 114,000 114,000 456,000 114,000 Wallaceburg Bldg Vent Lsg 42,792 42,792 42,792 42,792 171,168 42,792 - - - - - - - - - - - - - - - - - - --------- --------- --------- --------- ---------- --------- TOTAL EXPENSE 867,672 867,672 867,672 867,672 3,470,688 867,672 --------- --------- --------- --------- ---------- --------- TOTAL EXPENSE 4,856,851 4,856,851 4,856,851 4,856,851 19,427,404 4,856,851 ========= ========= ========= ========= ========== ========= Corporate SG&A 2,399,929 2,399,929 2,399,929 2,399,929 2,399,929
JUN-06 SEP-06 DEC-06 2006 2007 2008 --------- --------- --------- ---------- ---------- ---------- THIRD PARTY - INCLUDES HARPER 3RD 3RD PARTY RENT Grand Bldg First Industrial 602,382 602,382 602,382 2,409,528 2,409,528 2,409,528 Groesbeck Warehouse Richard T. Gordon 232,479 232,479 232,479 929,916 929,916 929,916 Grand Bldg Allen Storage - - - - - - Harper Bldg Harper Prop 300,000 300,000 300,000 1,200,000 1,200,000 1,200,000 Hopkinsville Bldg MCR Properties 61,236 61,236 61,236 244,944 244,944 244,944 Bldg Marsh Industrial 6,075 6,075 6,075 24,300 24,300 24,300 Warehouse Eagle - - - - - - Conneaut Bldg GMA Storage 8,772 8,772 8,772 35,088 35,088 35,088 Hoffman Riggers 5,654 5,654 5,654 22,617 22,617 22,617 Lancaster Bldg Marko 2,400 2,400 2,400 9,600 9,600 9,600 Warehouse Walnut 240 240 240 960 960 960 WK Bldg Citation - - - Masonic Bldg Deluxe Development - Service STC (15 Mile) Charrington Estates 137,586 137,586 137,586 550,344 550,344 550,344 Service A Young office Ford Motor - - - - - - Service Doreka Distefano - - - - - - Service Warehouse Pronto Properties 17,812 17,812 17,812 71,249 71,249 71,249 Service Warehouse Woodward Manchester 129,113 129,113 129,113 516,453 516,453 516,453 Other 3rd Party Rent Various 85,500 85,500 85,500 342,000 342,000 342,000 - - - - - - - - - - - - - - - - - - --------- --------- --------- ---------- ---------- ---------- TOTAL EXPENSE TO TRUST 1,589,250 1,589,250 1,589,250 6,356,999 6,356,999 6,356,999 --------- --------- --------- ---------- ---------- ---------- INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level. RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA) Almont Bldg Vent Lsg 106,380 106,380 106,380 425,520 425,520 425,520 Gr BlancEquip Vemco Lsg 225,000 225,000 225,000 900,000 900,000 900,000 Malyn Equip Vent Lsg 120,000 120,000 120,000 480,000 480,000 480,000 Bldg Vent Lsg 19,500 19,500 19,500 78,000 78,000 78,000 Groesbeck Equip Vent Lsg 240,000 240,000 240,000 960,000 960,000 960,000 Bldg Vent Lsg 114,000 114,000 114,000 456,000 456,000 456,000 Wallaceburg Bldg Vent Lsg 42,792 42,792 42,792 171,168 171,168 171,168 - - - - - - - - - - - - - - - - - - --------- --------- --------- ---------- ---------- ---------- TOTAL EXPENSE 867,672 867,672 867,672 3,470,688 3,470,688 3,470,688 --------- --------- --------- ---------- ---------- ---------- TOTAL EXPENSE 4,856,851 4,856,851 4,856,851 19,427,404 19,427,404 19,427,404 ========= ========= ========= ========== ========== ========== Corporate SG&A 2,399,929 2,399,929 2,399,929 9,599,717 9,599,717
Note: Item not booked: Not currently being charged and not Almont (Commerce) Real Estate Venture-Confidential-DRAFT 219 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
PROFESSIONAL FEES JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 --------- --------- --------- --------- --------- --------- --------- Restructuring: cu - Chrysler Prof. Fees (BBK) - 50,692 37,494 110,603 115,000 5,447 42,996 cu - Ford Prof. Fees (Stout, Risius, Ross - - 54,806 63,257 50,000 33,191 48,383 cu - GM Prof. Fees (BBK & Honigman) 152,434 - 138,721 242,735 166,377 (44,412) 100,000 u - Chanin Capital - 172,485 205,616 197,723 150,000 - 150,000 u - Akin, Gump, Strauss, Hauer 71,687 253,772 219,284 210,000 260,000 75,101 311,380 cl - Foley & Lardner - - - - - - - u - Pepper Hamilton - - - - 100,000 93,574 100,000 cc - Conway Mackenzie & Dunleavy 339,647 475,701 498,340 500,000 435,930 251,925 511,146 cl - Dykema Gossett 111,715 275,007 377,745 400,000 252,833 226,475 163,952 cbh - Jefferies & Company 150,000 160,458 150,000 150,000 156,726 153,055 152,512 cc - Erman, Teicher, Mill - - - - - 6,595 - s - Bank One Fees (11,238) - - 625,000 - - - s - JP Morgan - s - Exit Financing Fees - - - - - - - s - Black Diamond-Title Ins-Bank One Fees - - - - s - Dickinson Wright, PLLC - - 40,181 25,000 23,415 (15,251) - s - Sidley Austin Brown & Wood - - - - - - - s - Ernst & Young 76,667 249,575 302,676 250,000 250,000 55,972 385,123 e - Clifford Chance Ponder 57,789 - 29,369 26,547 53,041 (25,387) 504 e - Emgassen & Co. - - 50,117 50,000 50,000 (50,000) - e - Hengeler Mueller - 223,145 86,186 31,970 25,000 (25,000) - e - Jeantet Associes - - 33,042 - - - - e - Krischer, Gerhard - 2,727 - - - - - e - Norr Stiefenhofer Lutz - - 5,672 - - - - e - Roland Berger Strategy - 108,420 8,282 - - - - e - Rossbach & Fischer - - 12,605 - - - - e - White & Case - 9,813 - - - - - oth - CSC (Foley Lardner - Doc. Fee Service) oth - Benchmark Depository oth - Jim Butler oth - Global Corporate oth - Investigative Services oth - US Trustee (Quarterly Fee) oth - Veritext (Depositions) cbh - Innisfree - - 11,045 - - - - bk - Trumbull Associates 10,000 - - - 10,000 (10,000) - oth - ADP Investor - 1,010 - - - - - e - Exchange Rate Differential - - - - - - - oth - Hopkins Forman & Gird - - - - - 495 3,375 oth - Hylind - - - - 3,470 - - mgt - Ken Anderson - - 18,000 - (18,000) - - oth - Korn/Ferry International - - - - - - 102,000 oth - Leiberman Bradley, P.C. - - - - - - - oth - US Trustee - - - - 2,750 - - mgt - Horst Gelmacher - - - - - - 4,469 oth - Malleson Stephen JAG - - - - - - - oth - Other - - - - 20,000 (20,000) - oth - Squire Sanders & Dem - - - - - 2,954 - mgt - Day Technologies - - - - - 75,500 - mgt - Success fees - Management Retention - - - - - - - mov - Moving cost Doreka, STC and GR - - - - - - - lease - Lease Claims - unsecured - - - - - - - lease - Lease Claims - Administrative - - - - - - - dir - Director consulting fees - - - - - (20,500) - oth - Other - - - - - - - s - Hawkpoint Partners - - - - - - - oth - Doren Mayhew - - - - - - - cbh - Freshfields, Bruckhaus, Deringer - - - - - - - ------- --------- --------- --------- --------- ------- --------- Total Restructuring 958,701 1,982,805 2,279,182 2,882,835 2,106,542 769,734 2,075,841 ------- --------- --------- --------- --------- ------- ---------
PROFESSIONAL FEES AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- --------- ---------- Restructuring: cu - Chrysler Prof. Fees (BBK) 29,253 25,397 50,821 - - 467,704 cu - Ford Prof. Fees (Stout, Risius, - 69,765 62,682 - 204,099 586,183 cu - GM Prof. Fees (BBK & Honigman) - 100,000 - 263,991 - 1,119,844 u - Chanin Capital 150,000 150,000 248,278 105,925 (5,925) 1,524,102 u - Akin, Gump, Strauss, Hauer 200,000 (47,031) (32,782) 120,000 525,549 2,166,960 cl - Foley & Lardner - - 945,298 150,000 1,574,886 2,670,184 u - Pepper Hamilton 100,000 (85,218) 45,849 43,848 142,360 540,415 cc - Conway Mackenzie & Dunleavy 350,000 787,662 429,176 400,000 610,849 5,590,378 cl - Dykema Gossett 300,000 212,847 (187,818) 100,000 (150,338) 2,082,419 cbh - Jefferies & Company 150,000 159,757 159,089 150,000 164,721 1,856,318 cc - Erman, Teicher, Mill - 11,036 6,109 2,510 17,807 44,056 s - Bank One Fees - - - - - 613,762 s - JP Morgan - s - Exit Financing Fees - 350,000 - - (350,000) - s - Black Diamond-Title Ins-Bank One Fees - - - - s - Dickinson Wright, PLLC 27,727 - - - - 101,072 s - Sidley Austin Brown & Wood 286,843 - - 1,401,799 200,000 1,888,642 s - Ernst & Young 221,770 149,846 268,565 154,659 373,002 2,737,855 e - Clifford Chance Ponder 2,424 5,370 - - - 149,656 e - Emgassen & Co. - - - - - 100,117 e - Hengeler Mueller - - - - - 341,302 e - Jeantet Associes - - - 15,669 13,271 61,982 e - Krischer, Gerhard - - - - - 2,727 e - Norr Stiefenhofer Lutz - - - - - 5,672 e - Roland Berger Strategy - - - - - 116,702 e - Rossbach & Fischer - - - - - 12,605 e - White & Case - - - - - 9,813 oth - CSC (Foley Lardner - Doc. Fee Service) - - - - oth - Benchmark Depository - - - - oth - Jim Butler - - - - oth - Global Corporate - - - - oth - Investigative Services - - - - oth - US Trustee (Quarterly Fee) - - - - oth - Veritext (Depositions) - - - - cbh - Innisfree - - - - - 11,045 bk - Trumbull Associates - - - - 225,471 235,471 oth - ADP Investor - - - - - 1,010 e - Exchange Rate Differential 8,418 - (655) - - 7,762 oth - Hopkins Forman & Gird - 776 7,261 6,078 1,348 19,332 oth - Hylind - - - - - 3,470 mgt - Ken Anderson - - - - - - oth - Korn/Ferry International - - - - - 102,000 oth - Leiberman Bradley, P.C. - - - - - - oth - US Trustee 59,250 - 59,250 - 2,000 123,250 mgt - Horst Gelmacher - - - - - 4,469 oth - Malleson Stephen JAG - 5,930 - - - 5,930 oth - Other - - - 708,020 709,035 1,417,055 oth - Squire Sanders & Dem - 1,498 621 - - 5,073 mgt - Day Technologies - - 25,000 - - 100,500 mgt - Success fees - Management Retention - - - - - - mov - Moving cost Doreka, STC and GR - - - - - - lease - Lease Claims - unsecured - - - - - - lease - Lease Claims - Administrative - - - - - - dir - Director consulting fees - - - - - (20,500) oth - Other - - - - - - s - Hawkpoint Partners - - 357,798 50,000 44,320 452,117 oth - Doren Mayhew - - 339,345 170,000 551,193 1,060,537 cbh - Freshfields, Bruckhaus, Deringer 136,000 27,483 58,828 31,751 14,938 269,000 --------- --------- --------- --------- --------- ---------- Total Restructuring 2,021,684 1,925,118 2,842,714 3,874,250 4,868,584 28,587,990 --------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT 220 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
PROFESSIONAL FEES JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 --------- --------- --------- --------- --------- ---------- --------- Restructuring: cu - Chrysler Prof. Fees (BBK) - - - - - - - cu - Ford Prof. Fees (Stout, Risius, Ross 100,000 100,000 100,000 100,000 100,000 100,000 - cu - GM Prof. Fees (BBK & Honigman) 200,000 200,000 112,919 112,919 112,919 112,919 - u - Chanin Capital 110,886 111,672 132,434 132,434 132,434 132,434 - u - Akin, Gump, Strauss, Hauer 1,094,759 157,947 227,552 227,552 227,552 227,552 - cl - Foley & Lardner 424,001 168,940 526,554 526,554 526,554 526,554 - u - Pepper Hamilton (28,471) 42,811 61,622 61,622 61,622 61,622 - cc - Conway Mackenzie & Dunleavy 280,973 (8,372) 26,255 26,255 26,255 26,255 - cl - Dykema Gossett 9,903 9,903 9,903 9,903 9,903 9,903 - cbh - Jefferies & Company 161,516 132,164 107,328 107,328 107,328 4,650,000 cc - Erman, Teicher, Mill 818 (16,574) - - - - - s - Bank One Fees - - - - - 2,125,285 s - JP Morgan - - 30,099 s - Exit Financing Fees 50,000 - - - - 3,000,000 s - Black Diamond-Title Ins-Bank One 1,317,892 - 252,771 s - Dickinson Wright, PLLC - 29,266 19,860 19,860 19,860 19,860 - s - Sidley Austin Brown & Wood 200,000 200,000 200,000 200,000 200,000 200,000 - s - Ernst & Young (336,488) (21,901) 74,472 74,472 74,472 74,472 - e - Clifford Chance Ponder - - 11,829 - - - - e - Emgassen & Co. - - - - - - - e - Hengeler Mueller - - 17,409 - - - - e - Jeantet Associes 2,153 - 66,362 - - - - e - Krischer, Gerhard - - - - - - - e - Norr Stiefenhofer Lutz - - - - - - - e - Roland Berger Strategy - - - - - - - e - Rossbach & Fischer - - - - - - - e - White & Case - - - - - - - oth - CSC (Foley Lardner - Doc. Fee Service) 1,211 - - oth - Benchmark Depository - 1,757 - oth - Jim Butler - 4,334 - oth - Global Corporate - 182,289 27,523 oth - Investigative Services - 62 - oth - US Trustee (Quarterly Fee) 61,250 - - oth - Veritext (Depositions) 896 - - cbh - Innisfree - - - - - - - bk - Trumbull Associates 14,984 14,984 (4,890) - - - - oth - ADP Investor - - - - - - - e - Exchange Rate Differential - - - - - - - oth - Hopkins Forman & Gird - - - - - - - oth - Hylind - - - - - - - mgt - Ken Anderson - - - - - - - oth - Korn/Ferry International - - - - - - - oth - Leiberman Bradley, P.C. - - - - - - - oth - US Trustee - - - - - - - mgt - Horst Gelmacher - - - - - - - oth - Malleson Stephen JAG - - - - - - - oth - Other 151,850 220,000 (433,331) - - - - oth - Squire Sanders & Dem - - - - - - - mgt - Day Technologies - - - - - - - mgt - Success fees - Management Retention - - - - - 3,000,000 - mov - Moving cost Doreka, STC and GR - - - - - - - lease - Lease Claims - unsecured - - - - - - - lease - Lease Claims - Administrative - - - - - - - dir - Director consulting fees 5,000 - - - - - - oth - Other - - - 250,000 250,000 250,000 250,000 s - Hawkpoint Partners 48,143 48,392 48,123 - - - - oth - Doren Mayhew 219,225 235,438 (80,214) - - - - cbh - Freshfields, Bruckhaus, Deringer 24,531 (13,517) 21,750 - - - - --------- --------- --------- --------- --------- ---------- ------- Total Restructuring 4,115,034 1,799,597 1,556,331 1,848,900 1,848,900 14,516,857 250,000 --------- --------- --------- --------- --------- ---------- -------
PROFESSIONAL FEES AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- --------- --------- --------- ---------- Restructuring: cu - Chrysler Prof. Fees (BBK) - - - - - - cu - Ford Prof. Fees (Stout, Risius, - - - - - 600,000 cu - GM Prof. Fees (BBK & Honigman) - - - - - 851,677 u - Chanin Capital - - - - - 752,295 u - Akin, Gump, Strauss, Hauer - - - - - 2,162,914 cl - Foley & Lardner - - - - - 2,699,157 u - Pepper Hamilton - - - - - 260,828 cc - Conway Mackenzie & Dunleavy - - - - - 377,621 cl - Dykema Gossett - - - - - 59,418 cbh - Jefferies & Company 5,265,665 cc - Erman, Teicher, Mill - - - - - (15,756) s - Bank One Fees 2,125,285 s - JP Morgan 30,099 s - Exit Financing Fees 3,050,000 s - Black Diamond-Title Ins-Bank One 1,570,663 s - Dickinson Wright, PLLC - - - - - 108,706 s - Sidley Austin Brown & Wood - - - - - 1,200,000 s - Ernst & Young - - - - - (60,501) e - Clifford Chance Ponder - - - - - 11,829 e - Emgassen & Co. - - - - - - e - Hengeler Mueller - - - - - 17,409 e - Jeantet Associes - - - - - 68,515 e - Krischer, Gerhard - - - - - - e - Norr Stiefenhofer Lutz - - - - - - e - Roland Berger Strategy - - - - - - e - Rossbach & Fischer - - - - - - e - White & Case - - - - - - oth - CSC (Foley Lardner - Doc. Fee 1,211 oth - Benchmark Depository 1,757 oth - Jim Butler 4,334 oth - Global Corporate 209,813 oth - Investigative Services 62 oth - US Trustee (Quarterly Fee) 61,250 oth - Veritext (Depositions) 896 cbh - Innisfree - - - - - - bk - Trumbull Associates - - - - - 25,078 oth - ADP Investor - - - - - - e - Exchange Rate Differential - - - - - - oth - Hopkins Forman & Gird - - - - - - oth - Hylind - - - - - - mgt - Ken Anderson - - - - - - oth - Korn/Ferry International - - - - - - oth - Leiberman Bradley, P.C. - - - - - - oth - US Trustee - - - - - - mgt - Horst Gelmacher - - - - - - oth - Malleson Stephen JAG - - - - - - oth - Other - - - - - (61,480) oth - Squire Sanders & Dem - - - - - - mgt - Day Technologies - - - - - - mgt - Success fees - Management Retention - - - - - 3,000,000 mov - Moving cost Doreka, STC and GR - - - - - - lease - Lease Claims - unsecured - - - - - - lease - Lease Claims - Administrative - - - - - - dir - Director consulting fees - - - - - 5,000 oth - Other 250,000 250,000 250,000 250,000 250,000 2,250,000 s - Hawkpoint Partners - - - - - 144,659 oth - Doren Mayhew - - - - - 374,449 cbh - Freshfields, Bruckhaus, Deringer - - - - - 32,764 ------- ------- ------- ------- ------- ---------- Total Restructuring 250,000 250,000 250,000 250,000 250,000 27,185,618 ------- ------- ------- ------- ------- ----------
Venture-Confidential-DRAFT 221 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
PROFESSIONAL FEES MAR-05 JUN-05 SEP-05 DEC-05 2005 --------- --------- --------- --------- --------- Restructuring: cu - Chrysler Prof. Fees (BBK) - cu - Ford Prof. Fees (Stout, Risius, Ross - cu - GM Prof. Fees (BBK & Honigman) - u - Chanin Capital - u - Akin, Gump, Strauss, Hauer - cl - Foley & Lardner u - Pepper Hamilton - cc - Conway Mackenzie & Dunleavy - cl - Dykema Gossett - cbh - Jefferies & Company - cc - Erman, Teicher, Mill - s - Bank One Fees - s - JP Morgan - s - Exit Financing Fees 150,000 150,000 s - Black Diamond-Title Ins-Bank One s - Dickinson Wright, PLLC - s - Sidley Austin Brown & Wood - s - Ernst & Young - e - Clifford Chance Ponder - e - Emgassen & Co. - e - Hengeler Mueller - e - Jeantet Associes - e - Krischer, Gerhard - e - Norr Stiefenhofer Lutz - e - Roland Berger Strategy - e - Rossbach & Fischer - e - White & Case - oth - CSC (Foley Lardner - Doc. Fee Service) - oth - Benchmark Depository - oth - Jim Butler - oth - Global Corporate - oth - Investigative Services - oth - US Trustee (Quarterly Fee) - oth - Veritext (Depositions) - cbh - Innisfree - bk - Trumbull Associates - oth - ADP Investor - e - Exchange Rate Differential - oth - Hopkins Forman & Gird - oth - Hylind - mgt - Ken Anderson - oth - Korn/Ferry International - oth - Leiberman Bradley, P.C. - oth - US Trustee - mgt - Horst Gelmacher - oth - Malleson Stephen JAG - oth - Other - oth - Squire Sanders & Dem - mgt - Day Technologies - mgt - Success fees - Management Retention - mov - Moving cost Doreka, STC and GR - lease - Lease Claims - unsecured - lease - Lease Claims - Administrative - dir - Director consulting fees - oth - Other - s - Hawkpoint Partners - oth - Doren Mayhew - cbh - Freshfields, Bruckhaus, Deringer - --------- --------- --------- --------- --------- Total Restructuring 150,000 - - - 150,000 --------- --------- --------- --------- ---------
PROFESSIONAL FEES MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 --------- --------- --------- --------- --------- --------- -------- Restructuring: cu - Chrysler Prof. Fees (BBK) - cu - Ford Prof. Fees (Stout, Risius, - cu - GM Prof. Fees (BBK & Honigman) - u - Chanin Capital - u - Akin, Gump, Strauss, Hauer - cl - Foley & Lardner u - Pepper Hamilton - cc - Conway Mackenzie & Dunleavy - cl - Dykema Gossett - cbh - Jefferies & Company - cc - Erman, Teicher, Mill - s - Bank One Fees - s - JP Morgan - s - Exit Financing Fees 150,000 150,000 150,000 150,000 s - Black Diamond-Title Ins-Bank One s - Dickinson Wright, PLLC - s - Sidley Austin Brown & Wood - s - Ernst & Young - e - Clifford Chance Ponder - e - Emgassen & Co. - e - Hengeler Mueller - e - Jeantet Associes - e - Krischer, Gerhard - e - Norr Stiefenhofer Lutz - e - Roland Berger Strategy - e - Rossbach & Fischer - e - White & Case - oth - CSC (Foley Lardner - Doc. Fee - oth - Benchmark Depository - oth - Jim Butler - oth - Global Corporate - oth - Investigative Services - oth - US Trustee (Quarterly Fee) - oth - Veritext (Depositions) - cbh - Innisfree - bk - Trumbull Associates - oth - ADP Investor - e - Exchange Rate Differential - oth - Hopkins Forman & Gird - oth - Hylind - mgt - Ken Anderson - oth - Korn/Ferry International - oth - Leiberman Bradley, P.C. - oth - US Trustee - mgt - Horst Gelmacher - oth - Malleson Stephen JAG - oth - Other - oth - Squire Sanders & Dem - mgt - Day Technologies - mgt - Success fees - Management Retention - mov - Moving cost Doreka, STC and GR - lease - Lease Claims - unsecured - lease - Lease Claims - Administrative - dir - Director consulting fees - oth - Other - s - Hawkpoint Partners - oth - Doren Mayhew - cbh - Freshfields, Bruckhaus, Deringer - --------- --------- --------- --------- --------- --------- -------- Total Restructuring 150,000 - - - 150,000 150,000 150,000 --------- --------- --------- --------- --------- --------- --------
Venture-Confidential-DRAFT 222 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 --------- --------- --------- --------- --------- --------- --------- Non-Restructuring: l/p - Leiberman Bradley, PC 34,773 41,006 126,638 37,297 20,586 (16,571) - a - Deloitte & Touche 200,000 230,000 376,725 - 1,425 100,000 (100,000) a - PricewaterhousCoopers - 9,491 24,568 - (62,599) 11,426 1,725 d - Directors Fees 150,000 - 227,279 - - - 322,369 l - Dykema Gossett 25,821 - 86,242 - - 4,743 - l - Hyman Lippitt - - - - - - - l - Hopkins, Forhan - - - - - - - l - Jeantet Associes - - - - - - - l - Kaufman & Canoles - 934 (467) - - - - l - Jonus Bruun Law - - - - - - - l - Allard & Fish - - 2,022 - - - - l - Hoffman Alvary & Co. - 700 - - - - - l - Hopkins (ITT) - 731 1,856 - - 304 - l - Rossbach - 21,424 - - - - - l - Twohey Maggini PLC - - 10,000 18,883 - - - l - Harness Dickey & Pierce - 79 13,374 5,751 - - - l - Berry Moorman King - 13,294 8,284 - - 16,605 10,126 l/p - Brooks & Kushman - 5,863 14,051 - 15,000 13,987 7,924 c - Elmer Cowan (1,312) - - - - - - c - Monster.com - 2,400 - - - - 4,620 c - Robert Half - - - - - 12,263 5,376 c - Pierce & Hahn - 2,707 1,139 - 168 4,122 - c - Orr & Reno - - - - - - - c - Fletcher Cotthoff 313 721 - 6,450 - - - c - Korn/Ferry International - - - - - - - c - Kupelian Ormon & Mag - - - - - 699 - c - Kutinsky Davey Goldman - - - 1,225 - - - c - Erman, Teicher, Mill - - - - - - 1,875 c - Greg Fullerton - - - - - - - c - AJ Technical Conslting - - - - - - - c - Ken Anderson - - - - 60,100 30,838 24,000 c - Mackenzie Partners - - - - 24,339 - - l - Dickinson Wright - 33,518 9,482 - - - - l - Foley Lardner l/p - Drew Cooper & Anding 20,852 81,305 129,775 28,855 22,580 32,309 11,778 l - Jones Day Reavis - (7,229) 7,608 - - - - l - MSK Associates 5,381 3,420 10,084 - 285 - - l/p - Twohey Maggini - - - - - - - c - Hubacker 27,032 20,411 20,411 20,411 20,411 20,411 20,411 c - Bruce Kirkham - 10,000 10,000 10,000 10,000 10,000 10,000 c - Calex 15,295 285 2,470 - 2,090 3,420 - c - ECRM - - 3,760 - - 3,600 4,400 c - Crossman Consulting 10,444 10,444 10,444 10,444 10,444 10,444 10,444 c - CS Consulting - 4,519 - - 1,956 16,094 7,073 c - Eurika Consulting 8,558 8,558 8,558 8,558 8,558 8,558 8,558 oc - Growtth Consulting - - - - 241,500 262,500 231,733 c - Heckman Consulting - - 8,866 - 7,120 4,200 3,600 c - Richard C. Moon - 31,380 15,204 - - - - c - Management Consultants - - - - - - - l - Harness Dickey & Pierce - - - - - - - c - Malleson (Australia) - 11,462 - - - - - l - Miller Johnson Snell & Cumminsky 150 675 2,146 - 12,500 51,334 21,944 l - Squire, Sanders & Dempsey - - 15,848 3,383 - 7,187 5,236 c - Transtar International - - 95,625 - - - - c - Nakayama 2,044 3,109 3,056 - - 8,878 4,421 l - Williams Acosta 3,055 - 10,620 - 4,029 2,590 - e - Horst Geldmacher - - - - - 31,579 26,063 d - Ray Campbell d - John Stiska d - Michael Moore d - E. Talbott Briddell d - Joseph C. Day o - Sierra Geno, Inc o - Day Technologies l - McMillian Binch c - Highland Capital o - Prosource l/p - McAndrews, Held o - Other 67,246 6,628 52,516 163,390 (5,839) 65,227 75,127 l/p - Other to tie to YTD April - - - - - (3,000) - l/p - Welsh & Katz 19,685 833,794 699,434 200,000 419,109 345,996 565,365 --------- --------- --------- --------- --------- --------- --------- Total Non-Restructuring 589,336 1,381,628 2,007,619 514,648 813,761 1,059,743 1,284,165 --------- --------- --------- --------- --------- --------- --------- Total Professional Fees 1,548,037 3,364,433 4,286,801 3,397,483 2,920,303 1,829,478 3,360,006 ========= ========= ========= ========= ========= ========= =========
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- --------- ---------- Non-Restructuring: l/p - Leiberman Bradley, PC - 38,373 - 29,981 3,696 315,778 a - Deloitte & Touche - 4,975 (26,175) 84,111 - 871,061 a - PricewaterhousCoopers - - - - - (15,390) d - Directors Fees 28,750 30,000 - - - 758,398 l - Dykema Gossett - - - - - 116,806 l - Hyman Lippitt - 350 - - - 350 l - Hopkins, Forhan 2,666 - - - - 2,666 l - Jeantet Associes - 10,000 - - - 10,000 l - Kaufman & Canoles - - - - - 467 l - Jonus Bruun Law 3,787 - - - - 3,787 l - Allard & Fish - - - - - 2,022 l - Hoffman Alvary & Co. - - - - - 700 l - Hopkins (ITT) - - - - - 2,891 l - Rossbach - 3,325 - - - 24,749 l - Twohey Maggini PLC - - - - - 28,883 l - Harness Dickey & Pierce - - 104 368 - 19,676 l - Berry Moorman King (7,031) 2,355 1,587 (16,476) 1,248 29,992 l/p - Brooks & Kushman - 19,244 12,870 14,882 14,864 118,686 c - Elmer Cowan - - - - - (1,312) c - Monster.com - - - - - 7,020 c - Robert Half 5,520 26,622 19,477 12,149 33,007 114,413 c - Pierce & Hahn - - (1,217) - - 6,920 c - Orr & Reno 23,552 - - 49,147 - 72,699 c - Fletcher Cotthoff 10,409 - 229 - - 18,122 c - Korn/Ferry International - 210,432 1,060 - - 211,492 c - Kupelian Ormon & Mag 255 722 179 977 10 2,841 c - Kutinsky Davey Goldman - (1,225) - - - - c - Erman, Teicher, Mill - - - - - 1,875 c - Greg Fullerton 480 - - - - 480 c - AJ Technical Conslting 4,249 - - - - 4,249 c - Ken Anderson 22,800 22,800 28,800 24,000 24,000 237,338 c - Mackenzie Partners - - - - - 24,339 l - Dickinson Wright - - - 24,498 43,820 111,318 l - Foley Lardner - - - - l/p - Drew Cooper & Anding (7,609) 51,692 291,750 60,776 142,270 866,333 l - Jones Day Reavis - 58 514 7 - 957 l - MSK Associates 6,935 13,823 6,745 10,023 1,805 58,500 l/p - Twohey Maggini - - 2,849 - - 2,849 c - Hubacker 20,411 20,411 20,411 20,411 20,411 251,550 c - Bruce Kirkham 10,000 3,334 - - - 73,334 c - Calex 1,235 - - - - 24,795 c - ECRM 3,500 - - - 240 15,500 c - Crossman Consulting 10,444 10,444 (10,444) - - 83,552 c - CS Consulting - - 1,706 - - 31,346 c - Eurika Consulting 8,558 8,558 8,558 - - 85,583 oc - Growtth Consulting 306,796 373,597 203,428 (51,394) - 1,568,161 c - Heckman Consulting 3,695 4,200 2,830 - 4,200 38,711 c - Richard C. Moon - - - - - 46,584 c - Management Consultants - - - - - - l - Harness Dickey & Pierce - - - - - - c - Malleson (Australia) - 2,158 - - - 13,620 l - Miller Johnson Snell & Cumminsky 315 2,223 - - 2,744 94,031 l - Squire, Sanders & Dempsey - - 4,557 - - 36,211 c - Transtar International - - - - - 95,625 c - Nakayama 2,038 2,701 3,687 4,218 749 34,900 l - Williams Acosta - - 5,274 - 63 25,630 e - Horst Geldmacher 20,833 - 20,919 70,386 311,538 481,318 d - Ray Campbell 30,000 - - 30,000 d - John Stiska 30,000 - - 30,000 d - Michael Moore 30,000 - - 30,000 d - E. Talbott Briddell - - - - d - Joseph C. Day - - - - o - Sierra Geno, Inc 30,000 (19,794) - 10,206 o - Day Technologies 52,500 13,750 34,075 100,325 l - McMillian Binch 15,277 - - 15,277 c - Highland Capital 24,789 - - 24,789 o - Prosource - - - - l/p - McAndrews, Held - - - - o - Other 17,019 5,471 118,981 29,511 233,044 828,321 l/p - Other to tie to YTD April - - - - - (3,000) l/p - Welsh & Katz 609,941 360,626 389,725 913,702 (257,410) 5,099,968 --------- --------- --------- --------- --------- ---------- Total Non-Restructuring 1,109,547 1,227,268 1,320,969 1,275,231 614,377 13,198,291 --------- --------- --------- --------- --------- ---------- Total Professional Fees 3,131,231 3,152,386 4,163,683 5,149,481 5,482,961 41,786,282 ========= ========= ========= ========= ========= ==========
Venture-Confidential-DRAFT 223 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 --------- --------- --------- --------- --------- ----------- --------- Non-Restructuring: l/p - Leiberman Bradley, PC 4,263 - 1,614 5,000 5,000 5,000 5,000 a - Deloitte & Touche - 5,100 192,007 - - - - a - PricewaterhousCoopers - - 156,085 10,417 10,417 10,417 10,417 d - Directors Fees - - - - - 150,000 - l - Dykema Gossett - - - - - - - l - Hyman Lippitt - - - - - - - l - Hopkins, Forhan 1,210 578 1,055 - - - - l - Jeantet Associes - - - - - - - l - Kaufman & Canoles - - - - - - - l - Jonus Bruun Law - - - - - - - l - Allard & Fish - - - - - - - l - Hoffman Alvary & Co. - - - - - - - l - Hopkins (ITT) - - - - - - - l - Rossbach - - - - - - - l - Twohey Maggini PLC - - - - - - - l - Harness Dickey & Pierce - - - - - - - l - Berry Moorman King 2,147 1,625 1,163 2,500 2,500 2,500 2,500 l/p - Brooks & Kushman 14,398 14,686 14,448 15,000 15,000 15,000 15,000 c - Elmer Cowan - - - - - - - c - Monster.com - - - 500 500 500 500 c - Robert Half 5,200 17,120 - 12,500 12,500 12,500 12,500 c - Pierce & Hahn 1,221 1,680 28 750 750 750 750 c - Orr & Reno - - 2,708 3,000 3,000 3,000 3,000 c - Fletcher Cotthoff - - - 2,000 2,000 2,000 2,000 c - Korn/Ferry International 1,425 187 11,516 5,000 5,000 5,000 5,000 c - Kupelian Ormon & Mag - - - - - - - c - Kutinsky Davey Goldman - - - - - - - c - Erman, Teicher, Mill - - - - - - - c - Greg Fullerton - - - - - - - c - AJ Technical Conslting - - - - - - - c - Ken Anderson 30,000 24,000 40,000 26,000 26,000 26,000 26,000 c - Mackenzie Partners - - - - - - - l - Dickinson Wright - - - - - - - l - Foley Lardner 10,477 - 7,990 5,000 5,000 5,000 5,000 l/p - Drew Cooper & Anding 87,132 (91,274) (11,744) 15,000 15,000 15,000 15,000 l - Jones Day Reavis - - - - - - - l - MSK Associates - - - 4,167 4,167 4,167 4,167 l/p - Twohey Maggini - - 2,849 - - - - c - Hubacker - - - - - - - c - Bruce Kirkham - - - - - - - c - Calex - - - - - - - c - ECRM - 2,385 - 1,000 1,000 1,000 1,000 c - Crossman Consulting - - - - - - - c - CS Consulting 790 1,518 - 3,333 3,333 3,333 3,333 c - Eurika Consulting - - - - - - - oc - Growtth Consulting - - - - - - - c - Heckman Consulting 7,350 3,900 2,400 3,750 3,750 3,750 3,750 c - Richard C. Moon - - - - - - - c - Management Consultants - - - - - - - l - Harness Dickey & Pierce - - - - - - - c - Malleson (Australia) - - - - - - - l - Miller Johnson Snell & Cumminsky - - - 500 500 500 500 l - Squire, Sanders & Dempsey - - - 4,167 4,167 4,167 4,167 c - Transtar International - - - - - - - c - Nakayama 5,255 2,990 3,072 2,917 2,917 2,917 2,917 l - Williams Acosta 1,955 - - - - - - e - Horst Geldmacher - 80,386 87,575 95,134 95,134 95,134 95,134 d - Ray Campbell 30,000 - - d - John Stiska 34,075 - 4,075 d - Michael Moore 30,000 - 4,124 d - E. Talbott Briddell 30,000 - - d - Joseph C. Day 30,000 - - o - Sierra Geno, Inc - - - o - Day Technologies - - - l - McMillian Binch - - - c - Highland Capital - - - o - Prosource - - 10,000 l/p - McAndrews, Held - 30,886 - o - Other 172,114 154,051 182,456 100,879 100,879 100,879 100,879 l/p - Other to tie to YTD April - - - - - - - l/p - Welsh & Katz 290,246 (29,874) 360,518 350,000 350,000 350,000 350,000 --------- --------- --------- --------- --------- ---------- ------- Total Non-Restructuring 789,257 219,945 1,073,938 668,513 668,513 818,513 668,513 --------- --------- --------- --------- --------- ---------- ------- Total Professional Fees 4,904,291 2,019,542 2,630,269 2,517,413 2,517,413 15,335,370 918,513 ========= ========= ========= ========= ========= ========== =======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- --------- --------- --------- ---------- Non-Restructuring: l/p - Leiberman Bradley, PC 5,000 5,000 5,000 5,000 5,000 50,877 a - Deloitte & Touche - 200,000 100,000 100,000 100,000 697,107 a - PricewaterhousCoopers 10,417 10,417 10,417 10,417 10,417 249,835 d - Directors Fees - 150,000 - - 150,000 450,000 l - Dykema Gossett - - - - - - l - Hyman Lippitt - - - - - - l - Hopkins, Forhan - - - - - 2,842 l - Jeantet Associes - - - - - - l - Kaufman & Canoles - - - - - - l - Jonus Bruun Law - - - - - - l - Allard & Fish - - - - - - l - Hoffman Alvary & Co. - - - - - - l - Hopkins (ITT) - - - - - - l - Rossbach - - - - - - l - Twohey Maggini PLC - - - - - - l - Harness Dickey & Pierce - - - - - - l - Berry Moorman King 2,500 2,500 2,500 2,500 2,500 27,434 l/p - Brooks & Kushman 15,000 15,000 15,000 15,000 15,000 178,532 c - Elmer Cowan - - - - - - c - Monster.com 500 500 500 500 500 4,500 c - Robert Half 12,500 12,500 12,500 12,500 12,500 134,820 c - Pierce & Hahn 750 750 750 750 750 9,679 c - Orr & Reno 3,000 3,000 3,000 3,000 3,000 29,708 c - Fletcher Cotthoff 2,000 2,000 2,000 2,000 2,000 18,000 c - Korn/Ferry International 5,000 5,000 5,000 5,000 5,000 58,128 c - Kupelian Ormon & Mag - - - - - - c - Kutinsky Davey Goldman - - - - - - c - Erman, Teicher, Mill - - - - - - c - Greg Fullerton - - - - - - c - AJ Technical Conslting - - - - - - c - Ken Anderson 26,000 26,000 26,000 26,000 26,000 328,000 c - Mackenzie Partners - - - - - - l - Dickinson Wright - - - - - - l - Foley Lardner 5,000 5,000 5,000 5,000 5,000 63,467 l/p - Drew Cooper & Anding 15,000 15,000 15,000 15,000 15,000 119,114 l - Jones Day Reavis - - - - - - l - MSK Associates 4,167 4,167 4,167 4,167 4,167 37,500 l/p - Twohey Maggini - - - - - 2,849 c - Hubacker - - - - - - c - Bruce Kirkham - - - - - - c - Calex - - - - - - c - ECRM 1,000 1,000 1,000 1,000 1,000 11,385 c - Crossman Consulting - - - - - - c - CS Consulting 3,333 3,333 3,333 3,333 3,333 32,308 c - Eurika Consulting - - - - - - oc - Growtth Consulting - - - - - - c - Heckman Consulting 3,750 3,750 3,750 3,750 3,750 47,400 c - Richard C. Moon - - - - - - c - Management Consultants - - - - - - l - Harness Dickey & Pierce - - - - - - c - Malleson (Australia) - - - - - - l - Miller Johnson Snell & Cumminsky 500 500 500 500 500 4,500 l - Squire, Sanders & Dempsey 4,167 4,167 4,167 4,167 4,167 37,500 c - Transtar International - - - - - - c - Nakayama 2,917 2,917 2,917 2,917 2,917 37,568 l - Williams Acosta - - - - - 1,955 e - Horst Geldmacher 95,134 95,134 95,134 95,134 95,134 1,024,168 d - Ray Campbell 30,000 d - John Stiska 38,150 d - Michael Moore 34,124 d - E. Talbott Briddell 30,000 d - Joseph C. Day 30,000 o - Sierra Geno, Inc - o - Day Technologies - l - McMillian Binch - c - Highland Capital - o - Prosource 10,000 l/p - McAndrews, Held 30,886 o - Other 100,879 100,879 100,879 100,879 100,879 1,416,534 l/p - Other to tie to YTD April - - - - - - l/p - Welsh & Katz 350,000 350,000 350,000 350,000 350,000 3,770,891 ------- --------- --------- --------- --------- ---------- Total Non-Restructuring 668,513 1,018,513 768,513 768,513 918,513 9,049,760 ------- --------- --------- --------- --------- ---------- Total Professional Fees 918,513 1,268,513 1,018,513 1,018,513 1,168,513 36,235,378 ======= ========= ========= ========= ========= ==========
Venture-Confidential-DRAFT 224 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 --------- --------- --------- --------- --------- Non-Restructuring: l/p - Leiberman Bradley, PC 150,000 150,000 150,000 150,000 600,000 a - Deloitte & Touche 200,000 200,000 200,000 200,000 800,000 a - PricewaterhousCoopers 31,250 31,250 31,250 31,250 125,000 d - Directors Fees 150,000 150,000 150,000 150,000 600,000 l - Dykema Gossett - - - - - l - Hyman Lippitt - - - - - l - Hopkins, Forhan - l - Jeantet Associes - - - - - l - Kaufman & Canoles - - - - - l - Jonus Bruun Law - - - - - l - Allard & Fish - - - - - l - Hoffman Alvary & Co. - - - - - l - Hopkins (ITT) - - - - - l - Rossbach - - - - - l - Twohey Maggini PLC - - - - - l - Harness Dickey & Pierce - - - - - l - Berry Moorman King 7,500 7,500 7,500 7,500 30,000 l/p - Brooks & Kushman 45,000 45,000 45,000 45,000 180,000 c - Elmer Cowan - - - - - c - Monster.com 1,500 1,500 1,500 1,500 6,000 c - Robert Half 37,500 37,500 37,500 37,500 150,000 c - Pierce & Hahn 2,250 2,250 2,250 2,250 9,000 c - Orr & Reno 9,000 9,000 9,000 9,000 36,000 c - Fletcher Cotthoff 6,000 6,000 6,000 6,000 24,000 c - Korn/Ferry International 15,000 15,000 15,000 15,000 60,000 c - Kupelian Ormon & Mag - - - - - c - Kutinsky Davey Goldman - - - - - c - Erman, Teicher, Mill - - - - - c - Greg Fullerton - - - - - c - AJ Technical Conslting - - - - - c - Ken Anderson 78,000 78,000 78,000 78,000 312,000 c - Mackenzie Partners - - - - - l - Dickinson Wright - - - - - l - Foley Lardner 15,000 15,000 15,000 15,000 60,000 l/p - Drew Cooper & Anding 45,000 45,000 45,000 45,000 180,000 l - Jones Day Reavis - - - - - l - MSK Associates 12,500 12,500 12,500 12,500 50,000 l/p - Twohey Maggini 2,849 - - - 2,849 c - Hubacker - - - - - c - Bruce Kirkham - - - - - c - Calex - - - - - c - ECRM 3,000 3,000 3,000 3,000 12,000 c - Crossman Consulting - - - - - c - CS Consulting 10,000 10,000 10,000 10,000 40,000 c - Eurika Consulting - - - - - oc - Growtth Consulting - - - - - c - Heckman Consulting 11,250 11,250 11,250 11,250 45,000 c - Richard C. Moon - - - - - c - Management Consultants - - - - - l - Harness Dickey & Pierce - - - - - c - Malleson (Australia) - - - - - l - Miller Johnson Snell & Cumminsky 1,500 1,500 1,500 1,500 6,000 l - Squire, Sanders & Dempsey 12,500 12,500 12,500 12,500 50,000 c - Transtar International - - - - - c - Nakayama 8,750 8,750 8,750 8,750 35,000 l - Williams Acosta - - - - - e - Horst Geldmacher 285,402 285,402 285,402 285,402 1,141,609 d - Ray Campbell - d - John Stiska - d - Michael Moore - d - E. Talbott Briddell - d - Joseph C. Day - o - Sierra Geno, Inc - o - Day Technologies - l - McMillian Binch - c - Highland Capital - o - Prosource - l/p - McAndrews, Held - o - Other 302,638 302,638 302,638 302,638 1,210,551 l/p - Other to tie to YTD April - - - - - l/p - Welsh & Katz - --------- --------- --------- --------- --------- Total Non-Restructuring 1,443,389 1,440,540 1,440,540 1,440,540 5,765,009 --------- --------- --------- --------- --------- Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009 ========= ========= ========= ========= =========
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 --------- --------- --------- --------- --------- --------- --------- Non-Restructuring: l/p - Leiberman Bradley, PC 150,000 150,000 150,000 150,000 600,000 600,000 600,000 a - Deloitte & Touche 200,000 200,000 200,000 200,000 800,000 800,000 800,000 a - PricewaterhousCoopers 31,250 31,250 31,250 31,250 125,000 125,000 125,000 d - Directors Fees 150,000 150,000 150,000 150,000 600,000 600,000 600,000 l - Dykema Gossett - - - - - - - l - Hyman Lippitt - - - - - - - l - Hopkins, Forhan - - - - - - - l - Jeantet Associes - - - - - - - l - Kaufman & Canoles - - - - - - - l - Jonus Bruun Law - - - - - - - l - Allard & Fish - - - - - - - l - Hoffman Alvary & Co. - - - - - - - l - Hopkins (ITT) - - - - - - - l - Rossbach - - - - - - - l - Twohey Maggini PLC - - - - - - - l - Harness Dickey & Pierce - - - - - - - l - Berry Moorman King 7,500 7,500 7,500 7,500 30,000 30,000 30,000 l/p - Brooks & Kushman 45,000 45,000 45,000 45,000 180,000 180,000 180,000 c - Elmer Cowan - - - - - - - c - Monster.com 1,500 1,500 1,500 1,500 6,000 6,000 6,000 c - Robert Half 37,500 37,500 37,500 37,500 150,000 150,000 150,000 c - Pierce & Hahn 2,250 2,250 2,250 2,250 9,000 9,000 9,000 c - Orr & Reno 9,000 9,000 9,000 9,000 36,000 36,000 36,000 c - Fletcher Cotthoff 6,000 6,000 6,000 6,000 24,000 24,000 24,000 c - Korn/Ferry International 15,000 15,000 15,000 15,000 60,000 60,000 60,000 c - Kupelian Ormon & Mag - - - - - - - c - Kutinsky Davey Goldman - - - - - - - c - Erman, Teicher, Mill - - - - - - - c - Greg Fullerton - - - - - - - c - AJ Technical Conslting - - - - - - - c - Ken Anderson 78,000 78,000 78,000 78,000 312,000 312,000 312,000 c - Mackenzie Partners - - - - - - - l - Dickinson Wright - - - - - - - l - Foley Lardner 15,000 15,000 15,000 15,000 60,000 60,000 60,000 l/p - Drew Cooper & Anding 45,000 45,000 45,000 45,000 180,000 180,000 180,000 l - Jones Day Reavis - - - - - - - l - MSK Associates 12,500 12,500 12,500 12,500 50,000 50,000 50,000 l/p - Twohey Maggini 2,849 - - - 2,849 2,849 2,849 c - Hubacker - - - - - - - c - Bruce Kirkham - - - - - - - c - Calex - - - - - - - c - ECRM 3,000 3,000 3,000 3,000 12,000 12,000 12,000 c - Crossman Consulting - - - - - - - c - CS Consulting 10,000 10,000 10,000 10,000 40,000 40,000 40,000 c - Eurika Consulting - - - - - - - oc - Growtth Consulting - - - - - - - c - Heckman Consulting 11,250 11,250 11,250 11,250 45,000 45,000 45,000 c - Richard C. Moon - - - - - - - c - Management Consultants - - - - - - - l - Harness Dickey & Pierce - - - - - - - c - Malleson (Australia) - - - - - - - l - Miller Johnson Snell & Cumminsky 1,500 1,500 1,500 1,500 6,000 6,000 6,000 l - Squire, Sanders & Dempsey 12,500 12,500 12,500 12,500 50,000 50,000 50,000 c - Transtar International - - - - - - - c - Nakayama 8,750 8,750 8,750 8,750 35,000 35,000 35,000 l - Williams Acosta - - - - - - - e - Horst Geldmacher 285,402 285,402 285,402 285,402 1,141,609 1,141,609 1,141,609 d - Ray Campbell - d - John Stiska - d - Michael Moore - d - E. Talbott Briddell - d - Joseph C. Day - o - Sierra Geno, Inc - o - Day Technologies - l - McMillian Binch - c - Highland Capital - o - Prosource - l/p - McAndrews, Held - o - Other 302,638 302,638 302,638 302,638 1,210,551 1,210,551 1,210,551 l/p - Other to tie to YTD April - - - - - - - l/p - Welsh & Katz - --------- --------- --------- --------- --------- --------- --------- Total Non-Restructuring 1,443,389 1,440,540 1,440,540 1,440,540 5,765,009 5,765,009 5,765,009 --------- --------- --------- --------- --------- --------- --------- Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009 5,915,009 5,915,009 ========= ========= ========= ========= ========= ========= =========
Venture-Confidential-DRAFT 225 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 --------- --------- --------- --------- --------- --------- --------- NORMAL COURSE PROFESSIONAL FEES: l Legal 34,407 67,546 177,099 28,017 16,814 82,763 37,305 a Accounting & Tax 200,000 239,491 401,293 - (61,174) 111,426 (98,275) d Director Fees 150,000 - 227,279 - - - 322,369 oc Operational Consulting - - - - 241,500 262,500 231,733 c Administrative Consulting 62,373 105,996 179,533 57,088 145,186 133,527 104,777 e Europe - - - - - 31,579 26,063 o Other 67,246 6,628 52,516 163,390 (5,839) 65,227 75,127 --------- --------- --------- --------- --------- --------- --------- 514,026 419,660 1,037,721 248,496 336,486 687,023 699,099 --------- --------- --------- --------- --------- --------- --------- LITIGATION/PATENT LEGAL FEES: l/p Litigation / Patent 75,310 961,968 969,898 266,152 477,275 372,721 585,067 RESTRUCTURING FEES: cu Customer 152,434 50,692 231,020 416,595 331,377 (5,774) 191,379 u Unsecured Creditors 71,687 426,258 424,900 407,723 510,000 168,675 561,380 s Secured Creditors 65,429 249,575 342,857 900,000 273,415 40,721 385,123 cc Company Conulting 339,647 475,701 498,340 500,000 435,930 258,519 511,146 cl Company Legal 111,715 275,007 377,745 400,000 252,833 226,475 163,952 cbh Company Bondholders 150,000 160,458 161,045 150,000 156,726 153,055 152,512 e Europe 57,789 344,105 225,273 108,517 128,041 (100,387) 504 bk Bankruptcy 10,000 - - - 10,000 (10,000) - mgt Management - - 18,000 - (18,000) 75,500 4,469 mov Moving - - - - - - - Lease rejections - - - - - - - dir Directors - - - - - (20,500) - oth Other - 1,010 - - 26,220 (16,551) 105,375 --------- --------- --------- --------- --------- --------- --------- 958,701 1,982,805 2,279,182 2,882,835 2,106,542 769,734 2,075,841 --------- --------- --------- --------- --------- --------- --------- Total Professional Fees 1,548,037 3,364,433 4,286,801 3,397,483 2,920,303 1,829,478 3,360,006 ========= ========= ========= ========= ========= ========= ========= - - - - - - - Professional Fees Paid at 80% 692,735 2,171,217 2,150,420 1,657,723 1,774,598 1,146,126 1,954,355 TAXES Income Statement Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525)
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- --------- ---------- NORMAL COURSE PROFESSIONAL FEES: l Legal 6,672 32,133 34,058 18,418 49,681 584,913 a Accounting & Tax - 4,975 (26,175) 84,111 - 855,671 d Director Fees 28,750 30,000 90,000 - - 848,398 oc Operational Consulting 306,796 373,597 203,428 (51,394) - 1,568,161 c Administrative Consulting 127,145 311,157 100,064 110,901 82,617 1,520,365 e Europe 20,833 - 20,919 70,386 311,538 481,318 o Other 17,019 5,471 201,481 23,466 267,119 938,851 --------- --------- --------- --------- --------- ---------- 507,215 757,332 623,775 255,889 710,956 6,797,678 --------- --------- --------- --------- --------- ---------- LITIGATION/PATENT LEGAL FEES: l/p Litigation / Patent 602,332 469,935 697,194 1,019,342 (96,579) 6,400,613 RESTRUCTURING FEES: cu Customer 29,253 195,162 113,503 263,991 204,099 2,173,731 u Unsecured Creditors 450,000 17,752 261,345 269,774 661,984 4,231,477 s Secured Creditors 536,339 499,846 626,363 1,606,458 267,322 5,793,449 cc Company Conulting 350,000 798,698 435,285 402,510 628,656 5,634,433 cl Company Legal 300,000 212,847 757,480 250,000 1,424,548 4,752,603 cbh Company Bondholders 286,000 187,239 217,917 181,751 179,659 2,136,363 e Europe 10,841 5,370 (655) 15,669 13,271 808,337 bk Bankruptcy - - - - 225,471 235,471 mgt Management - - 25,000 - - 104,969 mov Moving - - - - - - Lease rejections - - - - - - dir Directors - - - - - (20,500) oth Other 59,250 8,204 406,477 884,097 1,263,575 2,737,658 --------- --------- --------- --------- --------- ---------- 2,021,684 1,925,118 2,842,714 3,874,250 4,868,584 28,587,990 --------- --------- --------- --------- --------- ---------- Total Professional Fees 3,131,231 3,152,386 4,163,683 5,149,481 5,482,961 41,786,282 ========= ========= ========= ========= ========= ========== - - - - - - Professional Fees Paid at 80% 1,859,941 1,538,644 1,996,815 1,983,476 2,604,692 21,530,743 TAXES Income Statement Taxes (525) (2,935) (997) (257) 12,321 475
Venture-Confidential-DRAFT 226 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 --------- --------- --------- --------- --------- ---------- --------- NORMAL COURSE PROFESSIONAL FEES: l Legal 15,789 2,203 10,207 16,333 16,333 16,333 16,333 a Accounting & Tax - 5,100 348,092 10,417 10,417 10,417 10,417 d Director Fees 154,075 - 8,199 - - 150,000 - oc Operational Consulting - - - - - - - c Administrative Consulting 51,242 53,781 59,724 60,750 60,750 60,750 60,750 e Europe - 80,386 87,575 95,134 95,134 95,134 95,134 o Other 172,114 154,051 192,456 100,879 100,879 100,879 100,879 -------- ------- ------- ------- ------- ------- ------- 393,219 295,520 706,254 283,513 283,513 433,513 283,513 -------- ------- ------- ------- ------- ------- ------- LITIGATION/PATENT LEGAL FEES: l/p Litigation / Patent 396,039 (75,575) 367,684 385,000 385,000 385,000 385,000 RESTRUCTURING FEES: cu Customer 300,000 300,000 212,919 212,919 212,919 212,919 - u Unsecured Creditors 1,177,175 312,430 421,608 421,608 421,608 421,608 - s Secured Creditors 1,279,547 255,757 625,325 294,332 294,332 5,419,617 - cc Company Conulting 281,790 (24,946) 26,255 26,255 26,255 26,255 - cl Company Legal 433,904 178,843 536,457 536,457 536,457 536,457 - cb Company Bondholders 186,047 118,647 129,078 107,328 107,328 4,650,000 - e Europe 2,153 - 95,600 - - - - bk Bankruptcy 14,984 14,984 (4,890) - - - - mgt Management - - - - - 3,000,000 - mov Moving - - - - - - - in Lease rejections - - - - - - - dir Directors 5,000 - - - - - - oth Other 434,432 643,881 (486,021) 250,000 250,000 250,000 250,000 --------- --------- --------- --------- --------- ---------- ------- 4,115,034 1,799,597 1,556,331 1,848,900 1,848,900 14,516,857 250,000 --------- --------- --------- --------- --------- ---------- ------- Total Professional Fees 4,904,291 2,019,542 2,630,269 2,517,413 2,517,413 15,335,370 918,513 ========= ========= ========= ========= ========= ========== ======= Professional Fees Paid at 80% 2,343,814 585,192 1,452,167 1,441,648 1,441,648 5,984,320 - TAXES Income Statement Taxes 0 11 0
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- --------- --------- --------- ---------- NORMAL COURSE PROFESSIONAL FEES: l Legal 16,333 16,333 16,333 16,333 16,333 175,198 a Accounting & Tax 10,417 210,417 110,417 110,417 110,417 946,942 d Director Fees - 150,000 - - 150,000 612,274 oc Operational Consulting - - - - - - c Administrative Consulting 60,750 60,750 60,750 60,750 60,750 711,497 e Europe 95,134 95,134 95,134 95,134 95,134 1,024,168 o Other 100,879 100,879 100,879 100,879 100,879 1,426,534 --------- --------- --------- --------- --------- ---------- 283,513 633,513 383,513 383,513 533,513 4,896,612 --------- --------- --------- --------- --------- ---------- LITIGATION/PATENT LEGAL FEES: l/p Litigation / Patent 385,000 385,000 385,000 385,000 385,000 4,153,148 RESTRUCTURING FEES: cu Customer - - - - - 1,451,677 u Unsecured Creditors - - - - - 3,176,038 s Secured Creditors - - - - - 8,168,910 cc Company Conulting - - - - - 361,865 cl Company Legal - - - - - 2,758,575 cb Company Bondholders - - - - - 5,298,429 e Europe - - - - - 97,753 bk Bankruptcy - - - - - 25,078 mgt Management - - - - - 3,000,000 mov Moving - - - - - - In Lease rejections - - - - - - dir Directors - - - - - 5,000 oth Other 250,000 250,000 250,000 250,000 250,000 2,842,292 --------- --------- --------- --------- --------- ---------- 250,000 250,000 250,000 250,000 250,000 27,185,618 ------- --------- --------- --------- --------- ---------- Total Professional Fees 918,513 1,268,513 1,018,513 1,018,513 1,168,513 36,235,378 ======= ========= ========= ========= ========= ========== Professional Fees Paid at 80% - - - - - 13,248,790 ======= ========= ========= ========= ========= ========== TAXES Income Statement Taxes 11
Venture-Confidential-DRAFT 227 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 --------- --------- --------- --------- --------- NORMAL COURSE PROFESSIONAL FEES: l Legal 49,000 49,000 49,000 49,000 196,000 a Accounting & Tax 231,250 231,250 231,250 231,250 925,000 d Director Fees 150,000 150,000 150,000 150,000 600,000 oc Operational Consulting - - - - - c Administrative Consulting 182,250 182,250 182,250 182,250 729,000 e Europe 285,402 285,402 285,402 285,402 1,141,609 o Other 302,638 302,638 302,638 302,638 1,210,551 --------- --------- --------- --------- --------- 1,200,540 1,200,540 1,200,540 1,200,540 4,802,160 --------- --------- --------- --------- --------- LITIGATION/PATENT LEGAL FEES: l/p Litigation / Patent 242,849 240,000 240,000 240,000 962,849 RESTRUCTURING FEES: cu Customer - - - - - u Unsecured Creditors - - - - - s Secured Creditors 150,000 - - - 150,000 cc Company Conulting - - - - - cl Company Legal - - - - - cbh Company Bondholders - - - - - e Europe - - - - - bk Bankruptcy - - - - - mgt Management - - - - - mov Moving - - - - - Lease rejections - - - - - dir Directors - - - - - oth Other - - - - - --------- --------- --------- --------- --------- 150,000 - - - 150,000 --------- --------- --------- --------- --------- Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009 ========= ========= ========= ========= ========= Professional Fees Paid at 80% TAXES Income Statement Taxes -
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 --------- --------- --------- --------- --------- --------- --------- NORMAL COURSE PROFESSIONAL FEES: l Legal 49,000 49,000 49,000 49,000 196,000 196,000 196,000 a Accounting & Tax 231,250 231,250 231,250 231,250 925,000 925,000 925,000 d Director Fees 150,000 150,000 150,000 150,000 600,000 600,000 600,000 oc Operational Consulting - - - - - - - c Administrative Consulting 182,250 182,250 182,250 182,250 729,000 729,000 729,000 e Europe 285,402 285,402 285,402 285,402 1,141,609 1,141,609 1,141,609 o Other 302,638 302,638 302,638 302,638 1,210,551 1,210,551 1,210,551 --------- --------- --------- --------- --------- --------- --------- 1,200,540 1,200,540 1,200,540 1,200,540 4,802,160 4,802,160 4,802,160 --------- --------- --------- --------- --------- --------- --------- LITIGATION/PATENT LEGAL FEES: l/p Litigation / Patent 242,849 240,000 240,000 240,000 962,849 962,849 962,849 RESTRUCTURING FEES: cu Customer - - - - - - - u Unsecured Creditors - - - - - - - s Secured Creditors 150,000 - - - 150,000 150,000 150,000 cc Company Conulting - - - - - - - cl Company Legal - - - - - - - cbh Company Bondholders - - - - - - - e Europe - - - - - - - bk Bankruptcy - - - - - - - mgt Management - - - - - - - mov Moving - - - - - - - Lease rejections - - - - - - - dir Directors - - - - - - - oth Other - - - - - - - --------- --------- --------- --------- --------- --------- --------- 150,000 - - - 150,000 150,000 150,000 --------- --------- --------- --------- --------- --------- --------- Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009 5,915,009 5,915,009 ========= ========= ========= ========= ========= ========= ========= Professional Fees Paid at 80% TAXES Income Statement Taxes -
Venture-Confidential-DRAFT 228 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 --------- --------- --------- --------- --------- --------- --------- VI. PLANT RESTRUCTURING ADJUSTMENTS CORPORATE Variable Costs Vendor Cost Givebacks Plant Rationalization Rebin of Launch Costs Plant Cost Savings --------- --------- --------- --------- --------- --------- --------- Total Varible Adj. - - - - - - - --------- --------- --------- --------- --------- --------- --------- Fixed Costs Plant Rationalization Inactive Plant Costs Item 2 --------- --------- --------- --------- --------- --------- --------- Total Fixed Adj. - - - - - - - --------- --------- --------- --------- --------- --------- ---------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003 --------- --------- --------- --------- --------- ---------- VI. PLANT RESTRUCTURING ADJUSTMENTS CORPORATE Variable Costs Vendor Cost Givebacks - Plant Rationalization - Rebin of Launch Costs - Plant Cost Savings - --------- --------- --------- --------- --------- ---------- Total Varible Adj. - - - - - - --------- --------- --------- --------- --------- ---------- Fixed Costs Plant Rationalization - Inactive Plant Costs - Item 2 - --------- --------- --------- --------- --------- ---------- Total Fixed Adj. - - - - - - --------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT 229 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 --------- --------- --------- --------- --------- ---------- --------- VI. PLANT RESTRUCTURING ADJUSTMENTS CORPORATE Variable Costs Vendor Cost Givebacks Plant Rationalization - - - - Rebin of Launch Costs (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) (220,000) Plant Cost Savings --------- --------- --------- --------- --------- ---------- --------- Total Varible Adj. (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) (220,000) --------- --------- --------- --------- --------- ---------- --------- Fixed Costs Plant Rationalization - - - - Inactive Plant Costs 26,220 57,030 233,107 105,000 105,000 131,000 167,678 Item 2 --------- --------- --------- --------- --------- ---------- --------- Total Fixed Adj. 26,220 57,030 233,107 105,000 105,000 131,000 167,678 --------- --------- --------- --------- --------- ---------- ---------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004 --------- --------- --------- --------- --------- ---------- VI. PLANT RESTRUCTURING ADJUSTMENTS CORPORATE Variable Costs Vendor Cost Givebacks - Plant Rationalization - - - - - - Rebin of Launch Costs (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400) Plant Cost Savings - --------- --------- --------- --------- --------- ---------- Total Varible Adj. (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400) --------- --------- --------- --------- --------- ---------- Fixed Costs Plant Rationalization - - - - - - Inactive Plant Costs 167,678 197,831 167,678 167,678 197,831 1,723,730 Item 2 - --------- --------- --------- --------- --------- ---------- Total Fixed Adj. 167,678 197,831 167,678 167,678 197,831 1,723,730 --------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT 230 of 231 VENTURE HOLDINGS COMPANY, LLC PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 --------- --------- --------- --------- --------- VI. PLANT RESTRUCTURING ADJUSTMENTS CORPORATE Variable Costs Vendor Cost Givebacks - - - - - Plant Rationalization - - - - - Rebin of Launch Costs - Plant Cost Savings - - - - - --------- --------- --------- --------- --------- Total Varible Adj. - - - - - --------- --------- --------- --------- --------- Fixed Costs Plant Rationalization - - - - - Inactive Plant Costs - Item 2 - --------- --------- --------- --------- --------- Total Fixed Adj. - - - - - --------- --------- --------- --------- ---------
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008 --------- --------- --------- --------- --------- --------- --------- VI. PLANT RESTRUCTURING ADJUSTMENTS CORPORATE Variable Costs Vendor Cost Givebacks - - - - - - - Plant Rationalization - - - - - - - Rebin of Launch Costs - Plant Cost Savings - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Variable Adj. - - - - - - - --------- --------- --------- --------- --------- --------- --------- Fixed Costs Plant Rationalization - - - - - - - Inactive Plant Costs - Item 2 - --------- --------- --------- --------- --------- --------- --------- Total Fixed Adj. - - - - - - - --------- --------- --------- --------- --------- --------- ---------
Venture-Confidential-DRAFT 231 of 231 EXHIBIT H SELECTED HISTORICAL AND PROJECTED PRO FORMA FINANCIAL INFORMATION FOR REORGANIZED VENTURE H-1 RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2000 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 929,668 32,606 52,204 120,146 204,956 (27,162) 1,107,461 Variable Cost of Sales 753,187 17,829 45,180 105,924 168,933 (17,000) 905,120 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 176,481 14,777 7,024 14,222 36,023 (10,162) 202,341 % Contribution Margin 19.0% 45.3% 13.5% 11.8% 17.6% 0% 18.3% Fixed Expenses 68,276 (2,288) 2,734 5,921 6,367 (9,357) 65,285 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 108,205 17,064 4,290 8,301 29,656 (805) 137,056 % Gross Margin 11.6% 52.3% 8.2% 6.9% 14.5% 0% 12.4% SG&A 73,244 3,743 502 6,447 10,692 - 83,936 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income 34,961 13,321 3,788 1,854 18,964 (805) 53,120 % Operating Income 3.8% 40.9% 7.3% 1.5% 9.3% 0% 4.8% Interest Expense 62,012 1,492 2,933 1,801 6,226 - 68,238 Net Other (47,771) (1,540) - - (1,540) - (49,311) -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax 20,720 13,369 855 54 14,278 (805) 34,193 Income Tax 1,201 - 23 - 23 - 1,224 -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income 19,519 13,369 832 54 14,255 (805) 32,969 ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax 19,519 13,369 832 54 14,255 (805) 32,969 + Sales Commissions & Rents - - - 3,679 3,679 - 3,679 + Management fees Peguform 2,222 - - - - - 2,222 + Unrealized Gain / Loss (101) - - - - (101) + Income Tax 1,201 - 23 - 23 - 1,224 + Michigan SBT 1,378 83 - - 83 - 1,461 + Interest 62,012 1,492 2,933 1,801 6,226 - 68,238 + Depreciation & Amortization 58,637 1,836 2,734 5,921 10,491 - 69,127 + Restructuring Cost - - - - - - - + Extraordinary write downs (47,599) - - - - - (47,599) -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 97,269 16,780 6,522 11,455 34,757 (805) 131,221 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2001 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 876,361 62,610 52,103 100,379 215,093 (57,162) 1,034,292 Variable Cost of Sales 688,003 57,996 38,068 84,724 180,788 (47,000) 821,791 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 188,357 4,614 14,035 15,656 34,305 (10,162) 212,500 % Contribution Margin 21.5% 7.4% 26.9% 15.6% 15.9% 0% 20.5% Fixed Expenses 66,568 2,492 2,885 5,883 11,260 (9,357) 68,471 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 121,789 2,123 11,150 9,772 23,045 (805) 144,030 % Gross Margin 13.9% 3.4% 21.4% 9.7% 10.7% 0% 13.9% SG&A 58,515 14,165 3,090 6,796 24,051 - 82,567 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income 63,274 (12,042) 8,060 2,976 (1,006) (805) 61,463 % Operating Income 7.2% -19.2% 15.5% 3.0% -0.5% 0% 5.9% Interest Expense 63,163 540 4,757 1,374 6,670 - 69,833 Net Other (26,080) (323) - - (323) - (26,403) -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax 26,191 (12,259) 3,303 1,603 (7,353) (805) 18,033 Income Tax 7,049 - (1,509) 656 (852) - 6,196 -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income 19,142 (12,259) 4,812 947 (6,501) (805) 11,837 ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax 19,142 (12,259) 4,812 947 (6,501) (805) 11,837 + Sales Commissions & Rents 7,751 - 1,563 3,161 4,724 - 12,475 + Management fees Peguform (39,731) - - - - - (39,731) + Unrealized Gain / Loss 892 - - - - 892 + Income Tax 7,049 - (1,509) 656 (852) - 6,196 + Michigan SBT 1,688 266 - - 266 - 1,954 + Interest 63,163 540 4,757 1,374 6,670 - 69,833 + Depreciation & Amortization 54,383 2,492 2,885 5,883 11,260 - 65,643 + Restructuring Cost - - - - - - - + Extraordinary write downs (27,612) - - - - - (27,612) -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 86,725 (8,961) 12,508 12,021 15,567 (805) 101,486 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2002 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 972,417 58,140 92,391 128,207 278,738 (52,759) 1,198,396 Variable Cost of Sales 816,637 60,693 64,270 100,192 225,156 (42,597) 999,195 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 155,780 (2,553) 28,121 28,014 53,583 (10,162) 199,201 % Contribution Margin 16.0% -4.4% 30.4% 21.9% 19.2% 0% 16.6% Fixed Expenses 76,397 1,911 4,409 6,746 13,066 (9,357) 80,106 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 79,383 (4,463) 23,712 21,268 40,516 (805) 119,094 % Gross Margin 8.2% -7.7% 25.7% 16.6% 14.5% 0% 9.9% SG&A 145,807 16,243 7,686 9,762 33,692 - 179,499 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income (66,425) (20,707) 16,025 11,506 6,825 (805) (60,405) % Operating Income -6.8% -35.6% 17.3% 9.0% 2.4% 0% -5.0% Interest Expense 86,075 117 5,317 1,335 6,769 - 92,845 Net Other 489,885 (440) - - (440) - 489,445 -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax (642,385) (20,384) 10,708 10,171 495 (805) (642,694) Income Tax (5,520) - (1,955) 3,148 1,192 - (4,328) -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income (636,865) (20,384) 12,663 7,024 (697) (805) (638,367) ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax (636,865) (20,384) 12,663 7,024 (697) (805) (638,367) + Sales Commissions & Rents 15,794 - 2,772 3,303 6,074 - 21,868 + Management fees Peguform 2,977 - - - - - 2,977 + Unrealized Gain / Loss (1,954) - - - - (1,954) + Income Tax (5,520) - (1,955) 3,148 1,192 - (4,328) + Michigan SBT 2,110 133 - - 133 - 2,243 + Interest 86,075 117 5,317 1,335 6,769 - 92,845 + Depreciation & Amortization 60,909 1,911 4,409 6,746 13,066 - 73,975 + Restructuring Cost 20,425 - - - - - 20,425 + Extraordinary write downs 516,465 - - - - - 516,465 -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 60,417 (18,223) 23,206 21,555 26,538 (805) 86,151 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PRELIMINARY 2003 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 970,338 41,753 106,593 141,536 289,883 (27,609) 1,232,612 Variable Cost of Sales 778,676 36,570 68,594 114,735 219,899 (14,988) 983,587 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 191,662 5,183 38,000 26,801 69,984 (12,621) 249,025 % Contribution Margin 19.8% 12.4% 35.6% 18.9% 24.1% 0% 20.2% Fixed Expenses 62,137 1,652 5,611 7,618 14,881 (9,357) 67,662 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 129,525 3,531 32,388 19,183 55,102 (3,264) 181,363 % Gross Margin 13.3% 8.5% 30.4% 13.6% 19.0% 0% 14.7% SG&A 152,282 15,353 9,055 4,936 29,343 4,082 185,708 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income (22,757) (11,822) 23,334 14,247 25,759 (7,346) (4,345) % Operating Income -2.3% -28.3% 21.9% 10.1% 8.9% 0% -0.4% Interest Expense 51,481 5 1,819 1,713 3,537 - 55,018 Net Other 32,905 (4,222) - - (4,222) - 28,684 -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax (107,143) (7,605) 21,515 12,534 26,444 (7,346) (88,046) Income Tax 11,427 - 1,297 344 1,641 - 13,068 -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income (118,571) (7,605) 20,218 12,190 24,803 (7,346) (101,114) ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax (118,571) (7,605) 20,218 12,190 24,803 (7,346) (101,114) + Sales Commissions & Rents 5,048 - 3,177 4,260 7,437 - 12,485 + Management fees Peguform (17,310) - - - - - (17,310) + Unrealized Gain / Loss (529) - - - - (529) + Income Tax 11,427 - 1,297 344 1,641 - 13,068 + Michigan SBT 2,090 63 - - 63 - 2,153 + Interest 51,481 5 1,819 1,713 3,537 - 55,018 + Depreciation & Amortization 60,554 1,652 5,611 7,618 14,881 - 75,435 + Restructuring Cost 28,588 - - - - - 28,588 + Extraordinary write downs 62,612 - - - - - 62,612 -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 85,390 (5,885) 32,122 26,125 52,362 (7,346) 130,405 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2004 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 936,800 72,337 111,437 137,254 321,028 (36,531) 1,221,297 Variable Cost of Sales 750,378 45,680 74,135 110,707 230,522 (6,723) 974,177 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 186,421 26,657 37,302 26,547 90,506 (29,808) 247,119 % Contribution Margin 19.9% 36.9% 33.5% 19.3% 28.2% 0% 20.2% Fixed Expenses 68,247 1,658 5,567 7,029 14,254 (8,886) 73,615 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 118,174 24,999 31,735 19,518 76,251 (20,922) 173,504 % Gross Margin 12.6% 34.6% 28.5% 14.2% 23.8% 0% 14.2% SG&A 118,913 10,478 8,991 8,807 28,276 237 147,426 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income (739) 14,521 22,744 10,711 47,976 (21,159) 26,078 % Operating Income -0.1% 20.1% 20.4% 7.8% 14.9% 0% 2.1% Interest Expense 47,709 7 1,741 1,565 3,313 - 51,022 Net Other (6,079) 2,163 - - 2,163 - (3,916) -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax (42,369) 12,351 21,003 9,146 42,500 (21,159) (21,029) Income Tax 4,424 1,702 5,270 2,744 9,716 - 14,140 -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income (46,793) 10,648 15,733 6,402 32,784 (21,159) (35,168) ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax (46,793) 10,648 15,733 6,402 32,784 (21,159) (35,168) + Sales Commissions & Rents 16 - 3,342 4,794 8,136 - 8,152 + Management fees Peguform - - - - - - - + Unrealized Gain / Loss (11,440) - - - - (11,440) + Income Tax 4,424 1,702 5,270 2,744 9,716 - 14,140 + Michigan SBT 1,979 121 - - 121 - 2,100 + Interest 47,709 7 1,741 1,565 3,313 - 51,022 + Depreciation & Amortization 62,027 1,658 5,567 7,029 14,254 - 76,282 + Restructuring Cost 27,186 - - - - - 27,186 + Extraordinary write downs (4,397) - - - - - (4,397) -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 80,711 14,137 31,653 22,534 68,324 (21,159) 127,875 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2005 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 993,709 63,907 118,053 145,000 326,960 (30,529) 1,290,140 Variable Cost of Sales 770,819 32,861 71,635 111,475 215,971 (1,625) 985,164 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 222,890 31,046 46,418 33,525 110,989 (28,904) 304,975 % Contribution Margin 22.4% 48.6% 39.3% 23.1% 33.9% 0% 23.6% Fixed Expenses 69,212 1,660 7,568 7,913 17,141 (9,600) 76,754 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 153,678 29,386 38,850 25,612 93,848 (19,304) 228,221 % Gross Margin 15.5% 46.0% 32.9% 17.7% 28.7% 0% 17.7% SG&A 91,071 8,369 9,210 7,622 25,201 (2,066) 114,207 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income 62,606 21,017 29,641 17,989 68,647 (17,238) 114,015 % Operating Income 6.3% 32.9% 25.1% 12.4% 21.0% 0% 8.8% Interest Expense 51,165 7 1,682 2,867 4,556 - 55,721 Net Other (2,069) 5,606 - - 5,606 - 3,537 -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax 13,510 15,404 27,959 15,122 58,485 (17,238) 54,757 Income Tax 6,352 2,176 8,388 4,536 15,100 - 21,452 -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income 7,158 13,228 19,571 10,586 43,385 (17,238) 33,305 ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax 7,158 13,228 19,571 10,586 43,385 (17,238) 33,305 + Sales Commissions & Rents - - 3,542 2,678 6,220 - 6,220 + Management fees Peguform - - - - - - - + Unrealized Gain / Loss - - - - - - + Income Tax 6,352 2,176 8,388 4,536 15,100 - 21,452 + Michigan SBT 2,217 121 - - 121 - 2,338 + Interest 51,165 7 1,682 2,867 4,556 - 55,721 + Depreciation & Amortization 64,061 1,660 7,568 7,913 17,141 - 81,202 + Restructuring Cost 150 - - - - - 150 + Extraordinary write downs (6,223) - - - - - (6,223) -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 124,880 17,192 40,750 28,581 86,523 (17,238) 194,165 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2006 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ---------- Total Revenue 958,737 62,884 127,986 177,795 368,664 (38,240) 1,289,161 Variable Cost of Sales 753,021 29,187 78,870 136,833 244,890 (9,650) 988,261 -------- ----------- ------------ --------- ---------- ----------- ---------- Contribution Margin 205,716 33,697 49,116 40,962 123,774 (28,590) 300,900 % Contribution Margin 21.5% 53.6% 38.4% 23.0% 33.6% 0% 23.3% Fixed Expenses 71,204 1,660 7,795 9,849 19,304 (9,600) 80,908 -------- ----------- ------------ --------- ---------- ----------- ---------- Gross Margin 134,512 32,037 41,321 31,113 104,471 (18,990) 219,992 % Gross Margin 14.0% 50.9% 32.3% 17.5% 28.3% 0% 17.1% SG&A 90,553 8,782 9,742 10,170 28,694 (2,595) 116,652 -------- ----------- ------------ --------- ---------- ----------- ---------- Operating Income 43,959 23,255 31,579 20,943 75,777 (16,395) 103,340 % Operating Income 4.6% 37.0% 24.7% 11.8% 20.6% 0% 8.0% Interest Expense 50,149 7 258 4,511 4,776 - 54,925 Net Other (2,957) 7,029 - - 7,029 - 4,072 -------- ----------- ------------ --------- ---------- ----------- ---------- Income Before Tax (3,233) 16,219 31,321 16,432 63,971 (16,395) 44,343 Income Tax 3,795 1,953 9,396 4,930 16,279 - 20,074 -------- ----------- ------------ --------- ---------- ----------- ---------- Net Income (7,028) 14,266 21,925 11,502 47,692 (16,395) 24,269 ======== =========== ============ ========= ========== =========== ========== EBITDA Net Income After Tax (7,028) 14,266 21,925 11,502 47,692 (16,395) 24,269 + Sales Commissions & Rents - - 3,840 3,117 6,957 - 6,957 + Management fees Peguform - - - - - - - + Unrealized Gain / Loss - - - - - - + Income Tax 3,795 1,953 9,396 4,930 16,279 - 20,074 + Michigan SBT 2,283 121 - - 121 - 2,404 + Interest 50,149 7 258 4,511 4,776 - 54,925 + Depreciation & Amortization 63,529 1,660 7,795 9,849 19,304 - 82,832 + Restructuring Cost 150 - - - - - 150 + Extraordinary write downs (7,319) - - - - - (7,319) -------- ----------- ------------ --------- ---------- ----------- ---------- EBITDA 105,559 18,007 43,213 33,909 95,129 (16,395) 184,292 ======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE CONSOLIDATED INCOME STATEMENT
HISTORICAL PROJECTED PRO-FORMA -------------------------------------------------- ------------------------------------- IN TH. USD$ 2000 2001 2002 2003 2004 2005 2006 -------------------------------- --------- ---------- ---------- ---------- ---------- ---------- ---------- Total Revenues 1,107,461 1,034,292 1,198,396 1,232,612 1,221,297 1,290,140 1,289,161 Variable Cost of Sales 905,120 821,791 999,195 983,587 974,177 985,164 988,261 --------- ---------- ---------- ---------- ---------- ---------- ---------- Contribution Margin 202,341 212,500 199,201 249,025 247,119 304,975 300,900 % Contribution Margin 18.3% 20.5% 16.6% 20.2% 20.2% 23.6% 23.3% Fixed Expenses 65,285 68,471 80,106 67,662 73,615 76,754 80,908 --------- ---------- ---------- ---------- ---------- ---------- ---------- Gross Margin 137,056 144,030 119,094 181,363 173,504 228,221 219,992 % Gross Margin 12.4% 13.9% 9.9% 14.7% 14.2% 17.7% 17.1% SG&A 83,936 82,567 179,499 185,708 147,426 114,207 116,652 --------- ---------- ---------- ---------- ---------- ---------- ---------- Operating Income 53,120 61,463 (60,405) (4,345) 26,078 114,015 103,340 % Operating Income 4.8% 5.9% -5.0% -0.4% 2.1% 8.8% 8.0% Interest Expense 68,238 69,833 92,845 55,018 51,022 55,721 54,925 Net Other (49,311) (26,403) 489,445 28,684 (3,916) 3,537 4,072 --------- ---------- ---------- ---------- ---------- ---------- ---------- Income Before Tax 34,193 18,033 (642,694) (88,046) (21,029) 54,757 44,343 Income Tax 1,224 6,196 (4,328) 13,068 14,140 21,452 20,074 --------- ---------- ---------- ---------- ---------- ---------- ---------- Net Income 32,969 11,837 (638,367) (101,114) (35,168) 33,305 24,269 ========= ========== ========== ========== ========== ========== ========== EBITDA Net Income After Tax 32,969 11,837 (638,367) (101,114) (35,168) 33,305 24,269 + Sales Commissions & Rents 3,679 12,475 21,868 12,485 8,152 6,220 6,957 + Management fees Peguform 2,222 (39,731) 2,977 (17,310) - - - + Unrealized Gain / Loss (101) 892 (1,954) (529) (11,440) - - + Income Tax 1,224 6,196 (4,328) 13,068 14,140 21,452 20,074 + Michigan SBT 1,461 1,954 2,243 2,153 2,100 2,338 2,404 + Interest 68,238 69,833 92,845 55,018 51,022 55,721 54,925 + Depreciation & Amortization 69,127 65,643 73,975 75,435 76,282 81,202 82,832 + Restructuring Cost - - 20,425 28,588 27,186 150 150 + Extraordinary write downs (47,599) (27,612) 516,465 62,612 (4,397) (6,223) (7,319) --------- ---------- ---------- ---------- ---------- ---------- ---------- EBITDA 131,221 101,486 86,151 130,405 127,875 194,165 184,292 ========= ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2000 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- --------- ----------- ------------ --------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents 22 (121) 6,123 3,122 9,125 - 9,146 Trade Receivables (net) 170,517 4,759 11,395 19,308 35,462 - 205,979 Related Party / Inter-company Receivables 112,426 24,445 - - 24,445 - 136,871 Inventories 111,192 17,514 5,681 4,722 27,916 - 139,109 Other current Assets 7,618 5,787 298 183 6,268 - 13,887 --------- --------- --------- --------- --------- -------- ---------- Total Current Assets 401,775 52,384 23,497 27,335 103,217 - 504,992 NON CURRENT ASSETS Property, Plant and Equipment, net 258,436 18,410 27,714 36,492 82,616 - 341,052 Intangible Assets, net 53,354 - 5,133 4,398 9,531 - 62,885 Other non current Assets 491,569 12,668 2,786 - 15,454 - 507,023 --------- --------- --------- --------- --------- -------- ---------- TOTAL ASSETS 1,205,135 83,462 59,130 68,226 210,817 - 1,415,952 ========= ========= ========= ========= ========= ========== CURRENT LIABILITIES Trade Payables 147,469 (156) 7,818 20,180 27,842 - 175,311 Related Party / Inter-company Payables 16,632 30,277 20,913 20,969 72,160 - 88,791 Accrued Interest 15,294 42 - - 42 - 15,336 Accrued Expenses 21,372 13,452 569 2,962 16,982 - 38,354 CP LTD & Line of Credit - - - - - - - --------- --------- --------- --------- --------- -------- ---------- Total Current Liabilities 200,767 43,615 29,300 44,111 117,025 - 317,792 NON CURRENT LIABILITIES Pension Liabilities & Other 16,961 - - 2,443 2,443 - 19,404 Deferred Tax Liabilities 16,214 - 61 - 61 - 16,275 Long Term Debt 838,448 15,982 20,726 14,264 50,972 - 889,420 --------- --------- --------- --------- --------- -------- ---------- TOTAL LIABILITIES 1,072,390 59,597 50,086 60,818 170,501 - 1,242,891 STOCKHOLDERS EQUITY 132,744 23,865 9,044 7,408 40,317 - 173,061 --------- --------- --------- --------- --------- -------- ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 1,205,135 83,462 59,130 68,226 210,817 - 1,415,952 ========= ========= ========= ========= ========= ======== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2001 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents (14,300) 343 912 (1,828) (574) - (14,874) Trade Receivables (net) 153,164 1,887 7,628 16,830 26,345 - 179,509 Related Party / Inter-company Receivables 110,468 32,986 - - 32,986 - 143,454 Inventories 111,381 1,634 6,825 3,852 12,311 - 123,692 Other current Assets 30,584 (4,465) 978 305 (3,182) - 27,402 ---------- ---------- ---------- ---------- ---------- ------------ ---------- Total Current Assets 391,296 32,385 16,343 19,159 67,886 - 459,182 NON CURRENT ASSETS Property, Plant and Equipment, net 267,030 16,899 17,058 32,820 66,776 - 333,807 Intangible Assets, net 68,436 - 2,671 3,772 6,443 - 74,880 Other non current Assets 478,698 511 7,319 - 7,829 - 486,527 ---------- ---------- ---------- ---------- ---------- ------------ ---------- TOTAL ASSETS 1,205,461 49,794 43,391 55,751 148,935 - 1,354,396 ========== ========== ========== ========== ========== ============ ========== CURRENT LIABILITIES Trade Payables 111,597 7,860 1,336 11,560 20,757 - 132,354 Related Party / Inter-company Payables 32,951 20,027 17,900 18,951 56,878 - 89,828 Accrued Interest 12,699 - - - - - 12,699 Accrued Expenses 18,779 42,536 200 5,225 47,961 - 66,740 CP LTD & Line of Credit - - - - - - - ---------- ---------- ---------- ---------- ---------- ------------ ---------- Total Current Liabilities 176,026 70,424 19,435 35,736 125,595 - 301,621 NON CURRENT LIABILITIES Pension Liabilities & Other 17,264 - - 2,188 2,188 - 19,452 Deferred Tax Liabilities 14,430 - 36 657 692 - 15,123 Long Term Debt 846,979 13,100 14,709 8,994 36,803 - 883,781 ---------- ---------- ---------- ---------- ---------- ------------ ---------- TOTAL LIABILITIES 1,054,699 83,524 34,180 47,575 165,279 - 1,219,977 STOCKHOLDERS EQUITY 150,762 (33,730) 9,211 8,176 (16,344) - 134,420 ---------- ---------- ---------- ---------- ---------- ------------ ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 1,205,461 49,794 43,391 55,751 148,935 - 1,354,398 ========== ========== ========== ========== ========== ============ ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2002 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL --------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents 13,299 621 10,065 592 11,278 - 24,577 Trade Receivables (net) 99,111 4,403 9,445 29,121 42,969 - 142,080 Related Party / Inter-company Receivables 99,663 26,709 - - 26,709 - 126,372 Inventories 79,889 1,392 7,737 6,293 15,422 - 95,312 Other current Assets 37,876 (4,591) 1,071 115 (3,405) - 34,471 ---------- ---------- ---------- ---------- ---------- ----------- ---------- Total Current Assets 329,838 28,534 28,318 36,121 92,973 - 422,811 NON CURRENT ASSETS Property, Plant and Equipment, net 254,423 14,803 24,175 37,676 76,653 - 331,075 Intangible Assets, net 61,344 - 3,395 3,872 7,267 - 68,611 Other non current Assets 120,766 844 8,409 - 9,253 - 130,019 ---------- ---------- ---------- ---------- ---------- ----------- ---------- TOTAL ASSETS 766,371 44,180 64,297 77,668 186,146 - 952,517 ========== ========== ========== ========== ========== =========== ========== CURRENT LIABILITIES Trade Payables 158,155 8,415 12,362 15,345 36,121 - 194,276 Related Party / Inter-company Payables 39,179 84,802 10,604 18,850 114,256 - 153,435 Accrued Interest 29,320 - - - - - 29,320 Accrued Expenses 22,369 13,161 386 4,513 18,060 - 40,429 CP LTD & Line of Credit - - - - - - - ---------- ---------- ---------- ---------- ---------- ----------- ---------- Total Current Liabilities 249,023 106,377 23,352 38,708 168,438 - 417,461 NON CURRENT LIABILITIES Pension Liabilities & Other 41,991 - - 2,516 2,516 - 44,507 Deferred Tax Liabilities 24,127 - 122 3,888 4,010 - 28,137 Long Term Debt 931,869 - 15,163 15,986 31,148 - 963,017 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES 1,247,010 106,377 38,638 61,097 206,112 - 1,453,122 STOCKHOLDERS EQUITY (480,639) (62,198) 25,659 16,571 (19,966) - (500,606) ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 766,371 44,179 64,297 77,668 186,146 - 952,517 ========== ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PRELIMINARY 2003 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents 11,976 513 3,312 (4,625) (801) 11,176 Trade Receivables (net) 98,845 1,312 8,038 27,567 36,916 135,761 Related Party / Inter-company Receivables 151,422 35,809 - 470 36,279 187,701 Inventories 100,413 1,354 7,977 6,180 15,511 115,924 Other current Assets 45,906 (4,886) 3,764 550 (572) - 45,334 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Current Assets 408,561 34,103 23,091 30,141 87,335 495,896 NON CURRENT ASSETS Property, Plant and Equipment, net 281,015 13,303 37,108 43,519 93,929 374,944 Intangible Assets, net 16,394 - 3,243 7,832 11,075 27,469 Other non current Assets 89,210 893 3,415 - 4,308 93,518 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL ASSETS 795,180 48,299 66,856 81,492 196,647 - 991,827 ========== ========== ========== ========== ========== ========== ========== CURRENT LIABILITIES Trade Payables 203,569 3,863 6,868 12,928 23,659 227,228 Related Party / Inter-company Payables 48,962 106,780 3,278 14,120 124,178 9,761 182,902 Accrued Interest 49,857 - - - - 49,857 Accrued Expenses 46,983 2,308 4,125 (2,159) 4,274 51,257 CP LTD & Line of Credit 28,062 - - - - - 28,062 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Current Liabilities 377,434 112,951 14,271 24,889 152,110 9,761 539,306 NON CURRENT LIABILITIES Pension Liabilities & Other 37,774 - - 3,368 3,368 41,141 Deferred Tax Liabilities 22,702 - 87 4,538 4,626 27,328 Long Term Debt 937,228 - 10,399 17,095 27,494 - 964,722 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES 1,375,137 112,951 24,757 49,889 187,598 9,761 1,572,496 STOCKHOLDERS EQUITY (579,956) (64,652) 42,099 31,603 9,050 (9,761) (580,669) ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 795,181 48,299 66,856 81,492 196,648 - 991,828 ========== ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2004 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents (9,118) (4,626) 3,035 (282) (1,873) (10,991) Trade Receivables (net) 103,596 1,437 7,757 32,402 41,596 145,192 Related Party / Inter-company Receivables 173,598 45,660 - - 45,660 219,258 Inventories 109,200 1,500 7,504 7,650 16,654 125,855 Other current Assets 37,708 (4,760) 2,063 153 (2,545) - 35,164 --------- --------- --------- --------- --------- --------- --------- Total Current Assets 414,985 39,211 20,358 39,923 99,492 - 514,478 NON CURRENT ASSETS Property, Plant and Equipment, net 287,064 12,927 43,411 37,909 94,247 381,311 Intangible Assets, net 14,526 - 2,549 9,490 12,039 26,565 Other non current Assets 80,740 824 2,500 - 3,324 - 84,064 --------- --------- --------- --------- --------- --------- --------- TOTAL ASSETS 797,315 52,962 68,819 87,321 209,103 - 1,006,418 ========= ========= ========= ========= ========= ========= ========= CURRENT LIABILITIES Trade Payables 121,465 6,649 8,858 7,424 22,931 144,396 Related Party / Inter-company Payables 49,813 86,210 3,153 12,800 102,163 30,921 182,897 Accrued Interest 20,576 - - - - 20,576 Accrued Expenses 21,927 14,105 - 3,763 17,868 39,796 CP LTD & Line of Credit 11,169 - - - - - 11,169 --------- --------- --------- --------- --------- --------- --------- Total Current Liabilities 224,951 106,964 12,011 23,988 142,962 30,921 398,834 NON CURRENT LIABILITIES Pension Liabilities & Other 48,050 - - 4,069 4,069 52,119 Deferred Tax Liabilities 23,233 - 124 5,647 5,771 29,004 Long Term Debt 395,964 - 440 15,613 16,054 - 412,018 --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES 692,199 106,964 12,575 49,316 168,855 30,921 891,975 STOCKHOLDERS EQUITY 105,117 (54,002) 56,244 38,005 40,247 (30,921) 114,443 --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 797,316 52,962 68,819 87,321 209,102 - 1,006,418 ========= ========= ========= ========= ========= ========= =========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2005 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents 8,274 (9,116) 24,955 9,553 25,391 33,665 Trade Receivables (net) 95,716 1,564 9,519 32,370 43,453 139,168 Related Party / Inter-company Receivables 149,095 55,822 - - 55,822 204,917 Inventories 128,411 1,500 7,220 7,811 16,531 144,942 Other current Assets 37,708 (4,760) 1,549 153 (3,059) - 34,650 --------- --------- --------- --------- --------- --------- --------- Total Current Assets 419,203 45,010 43,242 49,887 138,139 - 557,342 NON CURRENT ASSETS Property, Plant and Equipment, net 291,661 11,917 42,883 46,190 100,991 392,652 Intangible Assets, net 12,556 - 2,063 9,135 11,197 23,754 Other non current Assets 74,912 824 1,875 - 2,699 - 77,611 --------- --------- --------- --------- --------- --------- --------- TOTAL ASSETS 798,333 57,751 90,063 105,211 253,026 - 1,051,359 ========= ========= ========= ========= ========= ========= ========= CURRENT LIABILITIES Trade Payables 140,018 6,912 10,590 8,160 25,662 165,680 Related Party / Inter-company Payables 59,413 77,508 3,153 6,388 87,049 48,159 194,621 Accrued Interest 10,063 - - - - 10,063 Accrued Expenses 19,706 14,105 - 4,286 18,391 38,097 CP LTD & Line of Credit - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Current Liabilities 229,200 98,525 13,743 18,834 131,102 48,159 408,461 NON CURRENT LIABILITIES Pension Liabilities & Other 46,600 - - 4,675 4,675 51,275 Deferred Tax Liabilities 23,233 - 124 5,627 5,751 28,984 Long Term Debt 387,059 - 381 27,485 27,866 - 414,925 --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES 686,093 98,525 14,248 56,621 169,393 48,159 903,645 STOCKHOLDERS EQUITY 112,241 (40,774) 75,815 48,591 83,632 (48,159) 147,713 --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 798,334 57,751 90,063 105,211 253,026 - 1,051,358 ========= ========= ========= ========= ========= ========= =========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2006 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- CURRENT ASSETS Cash & Equivalents 19,993 (14,101) 49,167 20,577 55,643 75,636 Trade Receivables (net) 92,851 1,693 10,272 37,344 49,309 142,160 Related Party / Inter-company Receivables 150,869 65,984 - - 65,984 216,853 Inventories 107,452 1,500 7,888 9,747 19,135 126,587 Other current Assets 37,708 (4,760) 1,757 153 (2,850) - 34,858 --------- --------- --------- --------- --------- --------- --------- Total Current Assets 408,873 50,316 69,084 67,820 187,220 - 596,093 NON CURRENT ASSETS Property, Plant and Equipment, net 312,483 10,957 40,986 49,955 101,898 414,380 Intangible Assets, net 10,734 - 1,538 8,780 10,317 21,052 Other non current Assets 69,084 824 1,250 - 2,074 - 71,158 --------- --------- --------- --------- --------- --------- --------- TOTAL ASSETS 801,175 62,097 112,857 126,555 301,509 - 1,102,684 ========= ========= ========= ========= ========= ========= ========= CURRENT LIABILITIES Trade Payables 140,797 7,181 11,569 12,787 31,537 172,334 Related Party / Inter-company Payables 69,013 67,320 3,153 6,388 76,861 64,554 210,428 Accrued Interest 12,669 - - - - 12,669 Accrued Expenses 17,469 14,105 - 4,967 19,072 36,541 CP LTD & Line of Credit - - - - - - - --------- --------- --------- --------- --------- --------- --------- Total Current Liabilities 239,948 88,606 14,722 24,141 127,469 64,554 431,971 NON CURRENT LIABILITIES Pension Liabilities & Other 45,342 - - 5,249 5,249 50,591 Deferred Tax Liabilities 23,233 - 124 5,650 5,774 29,008 Long Term Debt 387,474 - 271 31,421 31,693 - 419,166 --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES 695,997 88,606 15,117 66,462 170,185 64,554 930,736 STOCKHOLDERS EQUITY 105,179 (26,509) 97,740 60,093 131,323 (64,554) 171,948 --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 801,176 62,097 112,857 126,555 301,509 - 1,102,684 ========= ========= ========= ========= ========= ========= =========
RESTRUCTURED VENTURE CONSOLIDATED BALANCE SHEET
HISTORICAL PROJECTED PRO-FORMA -------------------------------------------------- ------------------------------------ IN TH. USD$ 2000 2001 2002 2003 2004 2005 2006 ----------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- CURRENT ASSETS Cash & Equivalents 9,146 (14,874) 24,577 11,176 (10,991) 33,665 75,636 Trade Receivables (net) 205,979 179,509 142,080 135,761 145,192 139,168 142,160 Related Party / Inter-company Receivables 136,871 143,454 126,372 187,701 219,258 204,917 216,853 Inventories 139,109 123,692 95,312 115,924 125,855 144,942 126,587 Other current Assets 13,887 27,402 34,471 45,334 35,164 34,650 34,858 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Current Assets 504,992 459,182 422,811 495,896 514,478 557,342 596,093 NON CURRENT ASSETS Property, Plant and Equipment, net 341,052 333,807 331,075 374,944 381,311 392,652 414,380 Intangible Assets, net 62,885 74,880 68,611 27,469 26,565 23,754 21,052 Other non current Assets 507,023 486,527 130,019 93,518 84,064 77,611 71,158 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL ASSETS 1,415,952 1,354,396 952,517 991,827 1,006,418 1,051,359 1,102,684 ========== ========== ========== ========== ========== ========== ========== CURRENT LIABILITIES Trade Payables 175,311 132,354 194,276 227,228 144,396 165,680 172,334 Related Party / Inter-company Payables 88,791 89,828 153,435 182,902 182,897 194,621 210,428 Accrued Interest 15,336 12,699 29,320 49,857 20,576 10,063 12,669 Accrued Expenses 38,354 66,740 40,429 51,257 39,796 38,097 36,541 CP LTD & Line of Credit - - - 28,062 11,169 - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Current Liabilities 317,792 301,621 417,461 539,306 398,834 408,461 431,971 NON CURRENT LIABILITIES Pension Liabilities & Other 19,404 19,452 44,507 41,141 52,119 51,275 50,591 Deferred Tax Liabilities 16,275 15,123 28,137 27,328 29,004 28,984 29,008 Long Term Debt 889,420 883,781 963,017 964,722 412,018 414,925 419,166 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES 1,242,891 1,219,977 1,453,122 1,572,496 891,975 903,645 930,736 STOCKHOLDERS EQUITY 173,061 134,420 (500,606) (580,669) 114,443 147,713 171,948 ---------- ---------- ---------- ---------- ---------- ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 1,415,952 1,354,398 952,517 991,828 1,006,418 1,051,358 1,102,684 ========== ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2001 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- OPERATING ACTIVITIES Net Income 18,337 (12,259) 4,812 947 (6,501) 11,837 Depreciation & Amortization 50,671 2,492 2,885 5,883 11,260 61,930 Trade Receivables 17,354 2,282 3,767 2,478 8,527 25,881 Related Party & Inter-company Receivables 1,958 (7,952) - - (7,952) (5,994) Inventories (189) 15,880 (1,145) 870 15,606 15,417 Other Current Assets (22,966) 9,299 (680) (122) 8,498 (14,468) Trade Payables (35,872) (21,352) (6,482) (8,620) (36,453) (72,325) Related Party & Inter-company Payables 16,319 13,071 (3,014) (2,019) 8,039 24,358 Accrued Expenses (5,188) 29,043 (369) 2,263 30,937 25,749 Pension, Deferred Taxes and Other (11,460) - (2,454) 402 (2,052) (13,512) Other Adjustments (566) (39,288) (938) - (40,227) (40,791) ------- ------- ------- ------- ------- ------- Net Cash Provided (Used in) Operating Activities 28,399 (8,784) (3,618) 2,083 (10,318) - 18,082 INVESTING ACTIVITIES Capital Expenditures (50,293) 12,129 (3,229) (4,788) 4,112 (46,181) ------- ------- ------- ------- ------- ------- Net Cash Provided (Used in) Investing Activities (50,293) 12,129 (3,229) (4,788) 4,112 - (46,181) FINANCING ACTIVITIES Change in Debt 8,531 (2,882) (6,017) (4,869) (13,768) (5,237) Conversion of Debt to Equity - - - - - - Dividends - - - - - - Other - - - - - - ------- ------- ------- ------- ------- ------- Net Cash Provided (Used in) Financing Activities 8,531 (2,882) (6,017) (4,869) (13,768) - (5,237) Effect of Exchange Rate on Cash (959) - 7,652 2,623 10,275 9,316 ------- ------- ------- ------- ------- ------- Net Increase (Decrease) in Cash (14,322) 464 (5,212) (4,951) (9,698) - (24,020) ======= ======= ======= ======= ======= = ======= Cash Beginning 22 (121) 6,123 3,122 9,125 9,147 Cash Ending (14,300) 343 912 (1,828) (574) (14,874) 0 (0) 0 (0) 0 1
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA HISTORICAL 2002 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ---------- OPERATING ACTIVITIES Net Income (637,670) (20,384) 12,663 7,024 (697) (638,367) Depreciation & Amortization 52,886 1,911 4,409 6,746 13,066 65,952 Trade Receivables 54,053 (1,067) (1,816) (12,291) (15,175) 38,878 Related Party & Inter-company Receivables 10,805 4,828 - - 4,828 15,632 Inventories 31,491 241 (912) (2,441) (3,112) 28,380 Other Current Assets (7,291) 126 (94) 190 223 (7,068) Trade Payables 46,558 61,956 11,026 3,785 76,766 123,324 Related Party & Inter-company Payables 6,228 3,372 (7,295) (101) (4,024) 2,204 Accrued Expenses 20,211 (29,375) 186 (712) (29,901) (9,690) Pension, Deferred Taxes and Other 430,233 - (2,241) 3,558 1,318 431,550 Other Adjustments 5,038 (8,082) (70) - (8,153) (3,115) -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Operating Activities 12,540 13,526 15,857 5,758 35,141 - 47,681 INVESTING ACTIVITIES Capital Expenditures (60,208) (149) (3,872) (7,717) (11,738) (71,947) -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Investing Activities (60,208) (149) (3,872) (7,717) (11,738) - (71,947) FINANCING ACTIVITIES Change in Debt 84,890 (13,100) 454 7,473 (5,174) 79,717 Conversion of Debt to Equity - - - - - - Dividends - - - - - - Other - - - - - - -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Financing Activities 84,890 (13,100) 454 7,473 (5,174) - 79,717 Effect of Exchange Rate on Cash (9,621) - (3,285) (3,093) (6,378) (15,999) -------- -------- -------- -------- -------- -------- Net Increase (Decrease) in Cash 27,601 277 9,153 2,420 11,851 - 39,452 ======== ======== ======== ======== ======== ======== ======== Cash Beginning (14,300) 343 912 (1,828) (574) (14,874) Cash Ending 13,299 621 10,065 592 11,278 24,577
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PRELIMINARY 2003 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ---------- OPERATING ACTIVITIES Net Income (118,571) (7,605) 20,218 12,190 24,803 (7,346) (101,114) Depreciation & Amortization 52,992 1,653 5,611 7,618 14,882 67,875 Trade Receivables 266 3,091 1,407 1,555 6,053 6,318 Related Party & Inter-company Receivables (59,105) (9,100) - (470) (9,570) 7,346 (61,329) Inventories (20,523) 38 (240) 112 (89) (20,612) Other Current Assets (8,030) 294 (2,693) (435) (2,833) (10,863) Trade Payables 45,414 (4,552) (5,494) (2,417) (12,463) 32,952 Related Party & Inter-company Payables 19,545 21,978 (7,326) (4,730) 9,922 29,467 Accrued Expenses 45,151 (10,853) 3,738 (6,672) (13,787) 31,364 Pension, Deferred Taxes and Other 58,425 - 5,112 1,503 6,615 65,040 Other Adjustments (2) 5,148 (7,425) (1) (2,277) - (2,279) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Operating Activities 15,563 92 12,909 8,253 21,255 - 36,818 INVESTING ACTIVITIES Capital Expenditures (57,611) (201) (14,482) (11,624) (26,307) - (83,918) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Investing Activities (57,611) (201) (14,482) (11,624) (26,307) - (83,918) FINANCING ACTIVITIES Change in Debt 33,600 - (4,764) 1,639 (3,125) 30,475 Conversion of Debt to Equity - - - - - - Dividends - - - - - - Other - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Financing Activities 33,600 - (4,764) 1,639 (3,125) - 30,475 Effect of Exchange Rate on Cash 7,126 - (418) (3,485) (3,903) - 3,223 -------- -------- -------- -------- -------- -------- -------- Net Increase (Decrease) in Cash (1,323) (109) (6,754) (5,217) (12,079) - (13,402) ======== ======== ======== ======== ======== ======== ======== Cash Beginning 13,299 621 10,065 592 11,278 - 24,577 Cash Ending 11,976 513 3,312 (4,625) (801) - 11,176
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2004 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ---------- OPERATING ACTIVITIES Net Income (46,793) 10,648 15,724 6,402 32,775 (21,159) (35,177) Depreciation & Amortization 54,372 1,658 5,567 7,029 14,254 68,627 Trade Receivables (4,751) (125) 281 (4,835) (4,679) (9,431) Related Party & Inter-company Receivables (43,335) (9,851) - 470 (9,381) 21,159 (31,557) Inventories (8,788) (146) 473 (1,470) (1,143) (9,931) Other Current Assets 8,197 (126) 1,702 397 1,973 10,170 Trade Payables (82,105) 2,786 1,990 (5,504) (728) (82,832) Related Party & Inter-company Payables 22,010 (20,570) (126) (1,320) (22,015) (5) Accrued Expenses (54,336) 11,797 (4,125) 5,922 13,595 (40,742) Pension, Deferred Taxes and Other 12,416 2 1,095 1,809 2,906 15,321 Other Adjustments 2,669 - - - - - 2,669 -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Operating Activities (140,443) (3,926) 22,581 8,901 27,557 - (112,888) INVESTING ACTIVITIES Capital Expenditures (59,734) (1,214) (12,700) (3,076) (16,990) - (76,724) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Investing Activities (59,734) (1,214) (12,700) (3,076) (16,990) - (76,724) FINANCING ACTIVITIES Change in Debt (558,156) - (9,959) (1,481) (11,440) (569,596) Conversion of Debt to Equity 561,991 - - - - 561,991 Dividends 175,000 - - - - 175,000 Other - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Financing Activities 178,835 - (9,959) (1,481) (11,440) - 167,395 Effect of Exchange Rate on Cash 248 - (200) - (200) - 48 -------- -------- -------- -------- -------- -------- -------- Net Increase (Decrease) in Cash (21,095) (5,140) (277) 4,343 (1,073) - (22,169) ======== ======== ======== ======== ======== ======== ======== Cash Beginning 11,976 513 3,312 (4,625) (801) - 11,176 Cash Ending (9,118) (4,626) 3,035 (282) (1,873) - (10,991)
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2005 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ---------- OPERATING ACTIVITIES Net Income 7,158 13,228 19,571 10,586 43,385 (17,238) 33,305 Depreciation & Amortization 52,713 1,660 7,568 7,913 17,141 69,854 Trade Receivables 7,881 (127) (1,762) 32 (1,857) 6,024 Related Party & Inter-company Receivables 7,264 (10,162) - - (10,162) 17,238 14,340 Inventories (19,210) - 284 (161) 123 (19,087) Other Current Assets 0 - 514 - 514 514 Trade Payables 18,554 263 1,732 736 2,731 21,284 Related Party & Inter-company Payables 26,838 (8,702) - (6,412) (15,114) 11,724 Accrued Expenses (12,735) - - 523 523 (12,212) Pension, Deferred Taxes and Other (1,450) - 625 586 1,212 (239) Other Adjustments (0) - - - - - (0) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Operating Activities 87,012 (3,840) 28,532 13,803 38,495 - 125,507 INVESTING ACTIVITIES Capital Expenditures (49,491) (650) (6,553) (15,840) (23,043) - (72,534) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Investing Activities (49,491) (650) (6,553) (15,840) (23,043) - (72,534) FINANCING ACTIVITIES Change in Debt (20,074) - (60) 11,872 11,812 (8,262) Conversion of Debt to Equity - - - - - - Dividends - - - - - - Other - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Financing Activities (20,074) - (60) 11,872 11,812 - (8,262) Effect of Exchange Rate on Cash (55) - - - - - (55) -------- -------- -------- -------- -------- -------- -------- Net Increase (Decrease) in Cash 17,391 (4,490) 21,920 9,835 27,265 - 44,656 ======== ======== ======== ======== ======== ======== ======== Cash Beginning (9,118) (4,626) 3,035 (282) (1,873) - (10,991) Cash Ending 8,274 (9,116) 24,955 9,553 25,391 - 33,665
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL VENTURE LEASES CONTRIBUTED PRO-FORMA PROJECTED 2006 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ---------- OPERATING ACTIVITIES Net Income (7,028) 14,266 21,925 11,502 47,692 (16,395) 24,269 Depreciation & Amortization 52,225 1,660 7,795 9,849 19,304 71,529 Trade Receivables 2,864 (129) (753) (4,974) (5,856) (2,992) Related Party & Inter-company Receivables (18,169) (10,162) - - (10,162) 16,395 (11,935) Inventories 20,959 - (668) (1,936) (2,604) 18,355 Other Current Assets - - (208) - (208) (208) Trade Payables 779 269 979 4,627 5,875 6,654 Related Party & Inter-company Payables 25,995 (10,188) - - (10,188) 15,807 Accrued Expenses 369 - - 681 681 1,050 Pension, Deferred Taxes and Other (1,258) - 625 597 1,222 (36) Other Adjustments 0 (1) - - (1) - (1) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Operating Activities 76,736 (4,285) 29,694 20,346 45,755 - 122,491 INVESTING ACTIVITIES Capital Expenditures (65,374) (700) (5,372) (13,259) (19,331) - (84,705) -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Investing Activities (65,374) (700) (5,372) (13,259) (19,331) - (84,705) FINANCING ACTIVITIES Change in Debt 414 - (110) 3,936 3,827 4,241 Conversion of Debt to Equity - - - - - - Dividends - - - - - - Other - - - - - - - -------- -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Financing Activities 414 - (110) 3,936 3,827 - 4,241 Effect of Exchange Rate on Cash (58) - - - - - (58) -------- -------- -------- -------- -------- -------- -------- Net Increase (Decrease) in Cash 11,718 (4,985) 24,212 11,024 30,251 - 41,969 ======== ======== ======== ======== ======== ======== ======== Cash Beginning 8,274 (9,116) 24,955 9,553 25,391 - 33,665 Cash Ending 19,993 (14,101) 49,167 20,577 55,643 - 75,636
RESTRUCTURED VENTURE CONSOLIDATED STATEMENT OF CASH FLOWS
HISTORICAL PROJECTED PRO-FORMA ------------------------------------ ----------------------------------- IN TH. USD$ 2001 2002 2003 2004 2005 2006 ----------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- OPERATING ACTIVITIES Net Income 11,837 (638,367) (101,114) (35,177) 33,305 24,269 Depreciation & Amortization 61,930 65,952 67,875 68,627 69,854 71,529 Trade Receivables 25,881 38,878 6,318 (9,431) 6,024 (2,992) Related Party & Inter-company Receivables (5,994) 15,632 (61,329) (31,557) 14,340 (11,935) Inventories 15,417 28,380 (20,612) (9,931) (19,087) 18,355 Other Current Assets (14,468) (7,068) (10,863) 10,170 514 (208) Trade Payables (72,325) 123,324 32,952 (82,832) 21,284 6,654 Related Party & Inter-company Payables 24,358 2,204 29,467 (5) 11,724 15,807 Accrued Expenses 25,749 (9,690) 31,364 (40,742) (12,212) 1,050 Pension, Deferred Taxes and Other (13,512) 431,550 65,040 15,321 (239) (36) Other Adjustments (40,791) (3,115) (2,279) 2,669 (0) (1) -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Operating Activities 18,082 47,681 36,818 (112,888) 125,507 122,491 INVESTING ACTIVITIES Capital Expenditures (46,181) (71,947) (83,918) (76,724) (72,534) (84,705) -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Investing Activities (46,181) (71,947) (83,918) (76,724) (72,534) (84,705) FINANCING ACTIVITIES Change in Debt (5,237) 79,717 30,475 (569,596) (8,262) 4,241 Conversion of Debt to Equity - - - 561,991 - - Dividends - - - 175,000 - - Other - - - - - - -------- -------- -------- -------- -------- -------- Net Cash Provided (Used in) Financing Activities (5,237) 79,717 30,475 167,395 (8,262) 4,241 Effect of Exchange Rate on Cash 9,316 (15,999) 3,223 48 (55) (58) -------- -------- -------- -------- -------- -------- Net Increase (Decrease) in Cash (24,020) 39,452 (13,402) (22,169) 44,656 41,969 ======== ======== ======== ======== ======== ======== Cash Beginning 9,147 (14,874) 24,577 11,176 (10,991) 33,665 Cash Ending (14,874) 24,577 11,176 (10,991) 33,665 75,636
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS (1) Overview Summary Pro-Forma historical financial statements are presented for the fiscal years ending December 2000 through 2003. The summary Pro-Forma historical and forecasted financial statements do not include Peguform GmbH, Peguform Iberica SI, Brazil, Mexico, Venture Germany GmbH, Venture Betteligungs GmbH, Venture Verwaltungs GmbH, Venture Europe GmbH and those entities currently in insolvency in Europe. Summary Pro-Forma financial statements are presented for 2000 through 2006. The data presented for 2003 represent actual historical financial statements. The data for the period 2004 through 2006 represent current forecast data prepared by management. The Restructured Venture financial statements include transferred Winget entities in accordance with the contribution agreement. The rollup of financial projections is reflected in the following schedule:
DELUXE, RENTS LEASES AND HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA -------- ----------- ------------ ------------------ NORTH AMERICA DELUXE PATTERN CORP East Cape Campbellfield Vemco Exterior Engineering Natal Metro Tool and Die Venture Industries RENTS LEASES COMM. Rosslyn Advanced Design Mold & Engineering Venco 1 Engineering Almont Real Ven Corp. Total Bailey Venture Heavy Machine LLC Venture Leasing Venture Real Estate Acquisition Company Experience Management Venture Real Estate Inc Service Venture Equipment Acquisition Vemco Leasing Venture Automotive Corp Venture Holdings Patent Holdings Company Venture Europe Farm & Country Real Estate Company Venture EU Rents Leases Comm. Wallaceburg accrued 2004 - 2007 CZ. REPUBLIC Nymburk Liban Liberec Tool Shop Engineering FRANCE Pouance Vernon Noeux Les Mines Burnhaupt Engineering UNITED KINGDOM* Luton CHODOVA PLANA** HUNGARY*** CZ. HOLDING COMPANY
* SEE NOTE 14 ** SEE NOTE 13 *** SEE NOTE 15 RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS The Pro-Forma financial statements were prepared from management financial statements. Local currency financial statements were converted to US Dollars using the exchange rates in NOTE 2. Differences might exist between the data reported in this presentation compared to detailed records maintained in local currency at the appropriate entity. In general differences between the information presented here and the financial records of the legal entities can be attributed to: a. Local GAAP vs. US GAAP b. Exchange rate timing issues c. Accounting practices, procedures and account classifications d. Differences between book and tax accounting e. Netting of inter-company and or related party balances The Pro-Forma consolidated financial statements presented in this memorandum eliminate revenues and expenses between related parties. For example, the cost of material associated with sales between Deluxe and Venture and the accrual of rents leases and commissions between the RLC entity and Venture have been eliminated in the consolidation. In addition to the elimination entries for the consolidation, Venture management included adjustments to contribution margin to adjust for accounting differences between Deluxe and Venture and to present a conservative set of projections. Projections reflect management's estimation and are by their nature forward looking and subject to matters beyond the Debtors' control. Neither the Debtors, the purchaser, nor any other party can give any assurances that the projections will be met. Although great care has been taken in preparing the projections, absolutely no guarantee can be given as to their accuracy. (2) Historical and projected financial statements are prepared in US currency, local and reporting currencies are reflected below:
$1.00 US EQUALS --------------------------------------------------------------------------------- EURO CZ. KRONA BRITISH POUND SOUTH AFRICA RAND AUSSIE DOLLAR ---- --------- ------------- ----------------- ------------- 2000 1.065 37.610 0.669 7.200 1.805 2001 1.129 36.020 0.687 12.200 1.958 2002 0.954 30.040 0.623 8.600 1.766 DEC. 31, 2003 0.874 25.980 0.617 7.700 1.550 2004 -- 2006 0.874 27.610 0.617 8.000 1.550
(3) Revenues were projected based on current programs and anticipated volumes. Where there was a high degree of certainty for replacement (carryover) business for programs currently produced at the Restructured Venture entity, the replacement business was included in the projects. Where the replacement business was not certain, it was not included in the projections. Conquest or speculative new business were included in the projections, specifically impacting North America. Tooling cost and working capital needs were included. RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS (4) Major Customer's by legal entity: NORTH AMERICA General Motors; Daimler Chrysler, Ford CZ. REPUBLIC Skoda, Audi, Toyota / PSA FRANCE Peugeot (PSA), Renault UNITED KINGDOM General Motors, Rover CHODOVA PLANA Peguform GmbH, Fiat HUNGARY Peguform GmbH DELUXE Venture Mold & Engineering SOUTH AFRICA Daimler Chrysler, BMW, VW, Toyota, Ford AUSTRALIA Ford (5) Accounts receivables a. North America - OEM receivable collection projected to remain on quick pay program through December 31, 2006 at an effective interest rate of approximately 2% of invoice reverting to a GE or similar payment program in January, 2007 at an effective rate of 1% of invoice. All other receivables are calculated based on historical or contract turns. b. All other entities - Collections based on historical or contractual basis as presented by management. No special terms are assumed. (6) Customer pricing / givebacks have been included as identified and reflected in the cash flow requirements accordingly per contractual agreement. (7) No proceeds projected from German Insolvency. (8) Projected inventory levels are estimated based on historical days on hand and projected cost of goods sold for the corresponding period. (9) Accounts Payable Trade a. North America - upon exiting bankruptcy, it is anticipated that North America will be on COD or equivalent terms with a gradual build to ___ days outstanding. b. All other entities - Trade credit terms based on historical or contractual basis as presented by management. No special terms are assumed. The France outstanding payable balance includes the trade debt recognized in the continuation plan subject to payment over a 5-year period beginning in 2004. (10) Capital expenditures include investments in new equipment to support new programs, productivity initiatives, and replacement of old, obsolete equipment. (11) Venture Mold & Engineering and Deluxe relationship: Commencing in 2001, Deluxe became the primary tooling operation for Venture's North American operations. Additionally, personnel utilized in Deluxe's operations became employees of Deluxe as it began operating on a stand-alone basis. Tooling purchases related to Venture tooling sales are generated through a Purchase Order (P.O.) between Venture and Deluxe with Deluxe invoicing Venture for progress billings (through related party receivable). Venture receives a P.O. from the end customer and invoices the customer through its Venture Mold & Engineering operation. Deluxe and Venture have contracts in place which provide for progress payments from Venture to Deluxe according to a 30/30/30/10 schedule during the manufacturing of the tooling. The initial 30% is RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS paid by Venture upon obtaining the job and the last 10% is paid to Deluxe upon PPAP of the tool. For extremely large jobs with short time frames, Venture may significantly front load the bulk of its progress payments to Deluxe rather than follow the 30/30/30/10 schedule. Venture invoices its customer at the time of PPAP. From the point of PPAP to payment by the customer, the tool is the property of Venture. Of the amount that Venture invoices its customer, Venture retains 25% and Deluxe receives 75% of the income. At the time of PPAP, Deluxe would have received its portion through the progress payment schedule outlined above. However, because Deluxe operates on a percentage of completion basis, amounts invoiced by Venture to its customers for tools in any given year can not simply be derived by adding a 25% markup to Deluxe's annual tooling revenues. The related party receivable between Venture and Deluxe reflects a combination of funds advanced to Deluxe to fund cash shortfalls and the net funding required for tooling progress payments. The net cash funding requirement at Deluxe is adjusted accordingly to reflect third party revenue and Engineering, Design & Development (ED&D) collections. Sales between Deluxe and Venture have been eliminated in the consolidation of financial data as follows: (000's omitted) 2000 $ 17,000 2001 $ 47,000 2002 $ 42,597 2003 $ 15,179 2004 $ 19,223 2005 $ 11,625 2006 $ 19,650
Deluxe records its tooling revenues on a percentage of completion basis. Progress payments from Venture are recorded as unearned revenues. As work is done on tooling, Deluxe recognizes revenue and records an unbilled receivable. Due to the variance in accounting methods and the uncertainty over future tooling profits, Venture management felt that the more conservative approach would be to reduce combined tooling profits by $10.0 million annually for the period 2004 through 2006. During 2002, Deluxe was in a building year, with respect to the ED&D (piece price) revenue. Based on GAAP, the cost have not been capitalized and as such the expenses have been incurred while the revenues will be recorded and cash received in future periods. In the future through the 2006 period, Deluxe will recognize revenue in the piece price amortization as noted below: (000's omitted) 2004 $ 2,828 2005 $ 12,800 2006 $ 19,215
(12) Related party rents, leases and commissions a. Commissions payable to Venture Sales and Engineering are included in the financial projections at a rate of 3% of production revenues. North American sales commissions are treated as accrued but not paid. Sales Representation Agreements to be Transferred > Effective January 1, 1991 between Venture Industries Corporation and Venture Sales & Engineering Corp. > Effective January 1, 1991 between Vemco, Inc. and Venture Sales & Engineering Corp. > Effective January 1, 1999 between Venture Holdings Corporation and Venture Sales & Engineering Corp. > Effective January 1, 2000 between Venture Industries Australia Pty Ltd. and Venture Sales & Engineering Corp. > Effective January 1, 2000 between Venture South Africa Pty Ltd. and Venture Sales & Engineering Corp. RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS Commissions related to North American revenue are accrued but not paid for the period 2004 through 2007. Commissions related to South Africa and Australia for the same period are projected as if paid to Venture Holdings. During the period 2000 through 2003, the commissions were either paid or accrued for Venture Sales & Engineering, a Larry Winget asset. The projections reflect the contribution of the sales contract and all commissions for the projection period 2004 through 2007 are reflected in the RLC entity and eliminated in the consolidation as follows: (000's omitted) 2004 $ - 2005 $ - 2006 $ -
b. Rent and lease payments to Winget controlled contributed assets for the use of facilities and equipment in North America are included in the financial projections. The following assets have been identified: Real Property Venture Real Estate Acquisition Company > 17085 Masonic, Fraser, MI > 35207 Groesbeck, Clinton Township, MI Venture Real Estate, Inc. > 17400 Mayln, Fraser, MI > 17350 Mayln, Fraser, MI > 34410 Commerce, Fraser, MI > 4701 Van Dyke, Almont, MI Venture Automotive Corp. > 3367 Corunna Road, Flint, MI Farm & Country Real Estate Company > 10265 Holly Road, Grand Blanc, MI > 10293 Holly Road, Grand Blanc, MI > 10167 Halsey Road, Grand Blanc, MI > 3330 Baldwin Road, Grand Blanc, MI > Baldwin Road, Grand Blanc, MI - Parcel ID# 1233200012 > Halsey Road, Grand Blanc, MI - Parcel ID# 1233200007 > Halsey Road, Grand Blanc, MI - Parcel ID# 1233526004 Machinery & Equipment All machinery and equipment owned by the following entities and the lessee's interest held by those companies in any equipment leased from third parties and subleased to Venture, its Subsidiaries, and/or to any of the Australian entities owned or controlled by Winget: > Venture Heavy Machinery Limited Liability Company > Venture Equipment Acquisition Company > Realven Corporation Rent and lease payments from Venture to the Winget assets are either paid or accrued during the period 2000 through 2007 have been reflected in the model and eliminated in the Pro-Forma consolidation as follows: RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS (000's omitted) 2000 $ 10,162 2001 $ 10,162 2002 $ 10,162 2003 $ 10,162 2004 $ 10,162 2005 $ 10,162 2006 $ 10,162
c. The historical Pro-Forma financial statements referred to in the model as Rents Leases and Commissions are presented to reflect the impact of the contributed assets. The RLC entity is not a legal entity nor did it or does it keep a set of accounting ledgers. The historical and projected Pro-Forma for RLC reflect the amounts recorded as commissions, rents and leases recorded by Venture as due from Venture to Winget controlled assets. Certain assumptions were made as to payroll and other expenses. (13) Chodova Plana was sold in December, 2003. (14) Due to uncertainty in the customer base in the UK, no activity is projected after June, 2004. (15) Due to sales contract expirations, the Hungary operation assumes no activity after 2004. (16) France has a liquidity need of $5 million US to fund capital in June and July, 2004. It is assumed that France will be able to obtain adequate cash from sources other than the US to avoid interruption in production. These cash sources are undefined at this time. EXHIBIT I COLLATERAL PLEDGED BY WINGET TO EXISTING BANK FACILITY PURSUANT TO EIGHTH AMENDMENT
SUBORDINATION SECURITY TRANSFERRED NAME AGREEMENT GUARANTY AGREEMENT DESCRIPTION MORTGAGE DESCRIPTION PLEDGE DESCRIPTION WINGET ENTITY ------------- ------------- ---------- --------- ------------- -------- ----------- ------ ------------- ------------- Larry Winget Yes Yes Yes All stock: and Limited 1-9 Larry Winget to Capital Living Trust pledged stock: 10 stock Membership unless interests: 11 he Pledge of violates PIM is guaranty limited to proceeds from Venture Holding BV or Venture Asia Pacific Venture Heavy Yes Yes Yes All Assets * Yes Machinery Limited Liability Company Venture Yes Yes Yes All Assets Yes Equipment Acquisition Company Venture Real Yes Yes Yes All Assets Yes Estate Acquisition Company Realven Yes Yes Yes All Assets Yes Corporation Deluxe Yes Yes Yes All Assets Yes Venco #1 LLC Yes Pattern (30% Corporation interest) Venture Real Yes Yes Yes All Assets Yes 4701 Van Yes Estate, Inc. Dyke, Almont, MI 34410 Commerce, Fraser, MI 17350 & 17400 Malyn Venture Yes Yes Yes All Assets Yes 3367 Corunna Yes Automotive Rd., Flint, Corporation MI Farm & Yes Yes Yes All Assets Yes 10265 Holly Yes Country Real Road, Grand Estate Blanc, MI Company 10293 Holly Road, Grand Blanc, MI 10167 Halsy Road, Grand Banc, MI 3330 Baldwin Patent Yes Yes Yes All Assets Yes Holdings Company PIM Yes Yes Limited to Yes Management Collection 65%: of: ** Only 1) Pledgor Limited stock to in Venture pledge Asia Pacific; and 2) Venture Holdings BV Venco #1 LLC Yes Yes Limited to Yes Collection 65% Only of pledgor Limited stock to in Venture pledge Asia Pacific **
I-1 Venture Sales Yes Yes Yes Limited to & Engineering 1) Sales rep. Agreement eff. 1-1-91 between Venture Industries and VSE 2) Sales rep. Agreement eff. 1-1-91 between Vemco, Inc. and VSE 3) Sales Rep. Agreement between Venture Holding Corp. & VSE Deluxe Yes Yes All Assets Pattern Corporation
* "Collateral" means all Accounts, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments, Inventory, Investment Property, Pledged Deposits, and Other Collateral, wherever located, in which the Borrower or each of the Guarantors now has or thereafter acquires any right or interest, and the proceeds (including Stock Rights), insurance proceeds and products thereof, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto. ** PIM & Venco #1 also executed an Australian Memorandum of Deposit for Asia Pacific shares PIM executed a Netherlands Form Agreement and Deed of Pledge for Venture Holdings BV Shares I-2 EXHIBIT J SETTLEMENT TERM SHEET I-3 5/18/04 SETTLEMENT TERM SHEET This term sheet (the "Term Sheet") is provided in the context of a settlement among the steering committee (the "Steering Committee") of pre-petition senior secured lenders (the "Senior Lenders") to Venture Holdings Company, LLC and its affiliated debtors (collectively, the "Debtors"), the administrative agent for the Senior Lenders (the "Agent") and the Official Committee of Unsecured Creditors appointed in the Debtors' bankruptcy proceedings (the "Creditors' Committee"). Except as expressly provided herein or in the Plan (defined below), this Term Sheet does not constitute, nor shall be deemed to constitute, an offer, agreement or commitment by any party to lend to, provide any extension of credit to or enter into any other transaction with the Debtors or any other party or to forbear from any rights or remedies that such party may have against any other party. Moreover, except for the undertakings in paragraphs 1, 2 and 12, the transactions contemplated in this Term Sheet are subject to (i) definitive legal documentation in form and substance reasonably satisfactory to the Steering Committee and the Creditors' Committee, (ii) internal authorization and approval by the Steering Committee, (iii) requisite approvals by the Bankruptcy Court, and (iv) other third party consents and approvals as are reasonably necessary and appropriate to effect the transactions described herein; provided, however, that notwithstanding the foregoing, the provisions of paragraph 10 of this Term Sheet shall be binding upon the receipt of approval of the Required Pre-Petition Lenders under the Existing Bank Facility and a determination by the Bankruptcy Court, after notice and a hearing, that such approval is sufficient to authorize the Litigation Loan (defined below). In addition, this Term Sheet and all transactions contemplated hereby are subject to the approval of the Required Pre-Petition Lenders of the provisions of paragraph 10 below on or before May 24, 2004 and satisfactory evidence thereof being provided to the Creditors' Committee. The Senior Lenders and the Creditors' Committee have various disputes between one another and the transactions embodied in this Term Sheet, subject to the approval of the Settlement Agreement (defined below) and upon consummation and effectuation of the Plan, are in full and final settlement of such disputes. The parties reserve all rights and remedies against one another in the event that the Plan is not confirmed and declared effective or the Settlement Agreement is not approved or the transactions contemplated thereby are not consummated. Notwithstanding the foregoing, it is the intention of the parties that the undertakings set forth in paragraphs 1, 2 and 12 below shall be binding upon the parties in any event until such time as the Settlement Agreement (defined below) has been disapproved. Capitalized terms used in this Term Sheet but not defined herein shall have the meanings given to such terms in the Plan. 1. In order to achieve a Closing Date (as that term is defined in the Contribution Agreement (defined below)) prior to June 30, 2004, or such other date as may be agreed upon among the parties to the Contribution Agreement, the Steering Committee and the Creditors' Committee shall support (a) approval of the Disclosure Statement of Venture Holdings Company LLC and Its Domestic Subsidiaries dated October 15, 2003 and filed with the Bankruptcy Court on October 15, 2003 (the "Disclosure Statement"), and (b) confirmation of the Debtors' Joint Plan of Reorganization filed with the Bankruptcy Court on September 24, 2003 (the "Plan"), with the modifications to each included on Exhibits A and B attached hereto, respectively, and such other modifications as may be agreed to by the Steering Committee and the Creditors' Committee. The agreements reflected in the Term Sheet shall be embodied in a settlement agreement (the "Settlement Agreement") to be approved by the Bankruptcy Court pursuant to a settlement motion to be heard (except as provided in paragraph 10 below) at the hearing on the confirmation of the Plan (the "Confirmation Hearing"). The Settlement Agreement shall be executed by the Chairman of the Creditors' Committee, at the direction and on behalf of the Creditors' Committee, the agent for the Debtors' DIP financing facility and the Agent, at the direction and on behalf of the Steering Committee. 2. Unless Winget renews his commitment to support confirmation of the Plan, the Agent will file an adversary proceeding or other appropriate pleading (the "Performance Pleading") in the Bankruptcy Court seeking to compel specific performance of, or otherwise enforce, the Contribution Agreement dated as of September 22, 2003, among Larry J. Winget and the Larry J. Winget Living Trust (collectively, "Winget"), the Other Transferors Named Therein and the Debtors, as attached as Exhibit D to the Plan (the "Contribution Agreement"). The Creditors' Committee will support the relief reasonably requested in the Performance Pleading. 3. A trust will be established for the benefit of the Senior Lenders and in the manner and to the extent described in this Term Sheet, the Creditors' Trust (the "Senior Lender Trust"). The Senior Securities (defined below), shall be contributed to the Senior Lender Trust on the Effective Date. The Senior Securities, together with (i) all cash and cash equivalents received in respect of the Senior Securities from and after the Effective Date, (ii) proceeds of Trust Actions (defined below) payable to the Senior Lender Trust pursuant to paragraph 5 below and (iii) any Common Membership Interests or other equity interests in the Reorganized Company to be distributed to the Senior Lender Trust pursuant to paragraph 7 below shall comprise the entire corpus of the Senior Lender Trust. The "Senior Securities" shall consist of the Bank Senior Notes, the Bank Junior Notes, the Preferred Membership Interests, the securities received on account of the Bank Pre-Petition Priority Claims (the "Bank Priority Senior Note"), any securities received on account of the Securities Fee (the "Securities Fee Note") and any securities received on account of the Remaining Interest (defined below) (the "Interest Note"). The Senior Lender Trust shall issue a participation certificate to (x) each Senior Lender representing its interest in the Senior Lender Trust in an amount based on that portion of the Class 2 Claims (if the Senior Securities include the Bank Priority Senior Note) and Class 3 Claims held by such Senior Lender and the participation certificate shall recognize the priority of the Class 2 Creditors with respect to the Bank Priority Senior Note and (y) to the Creditors' Trust Trustee. The Steering Committee shall designate a trustee (the "Lender Trustee") for the Senior Lender Trust who shall act on behalf of the Senior Lenders in accordance with the terms of the Senior Lender Trust agreement, and otherwise at the direction of the Required Lenders for the Senior Securities (the "Required Lenders"). The right and power to vote with respect to the Senior Securities shall remain solely within the control of the Lender Trustee acting at the direction of the Required Lenders; provided, however, that (A) unless and until Reorganized Venture is the subject of involuntary insolvency proceedings commenced by third party unsecured lenders not influenced, controlled or directed by the Senior Lenders or Lender Trustee (or voluntary insolvency proceedings initiated by the Reorganized Company without the vote of the Senior Lender non-independent director) (such insolvency, a "Qualified Insolvency"), the Lender Trustee will not, for a period of three (3) years commencing on the Effective Date and without the consent of the Creditors' Trust 2 Trustee, except as hereafter provided in this paragraph 3, (a) consent to or cause a sale, merger, consolidation or other business combination of Reorganized Venture or a significant portion of Reorganized Venture's assets, (b) consent to or cause Reorganized Venture to refinance or restructure the Bank Senior Notes or the Bank Junior Notes or redeem the Preferred Membership Interests; provided, however, that the Lender Trustee may consent to or cause Reorganized Venture to refinance the Bank Senior Notes or the Bank Junior Notes or redeem the Preferred Membership Interests without the consent of the Creditors' Trust Trustee if (x) with respect to each such issuance of securities, such issuance is paid in full, including all accrued and unpaid interest and dividends, in cash, and (y) the Creditor Trust receives a "make whole" payment from the Senior Lender Trust, senior in right of payment to the Senior Lender Initial Entitlement, in the amount of any lost residual interest as a result of such refinance or redemption as though such Senior Securities had not been refinanced or redeemed until the third anniversary date of the Effective Date, calculated, during the first and second years after the Effective Date, at a discount rate of 0%, and during the third year after the Effective Date at a discount rate of 5%, or (c) enforce the liens, security interests and mortgages or other such rights granted to secure the obligations under the Bank Senior Notes, the Bank Junior Notes, the Bank Priority Senior Note, the Securities Fee Note or the Interest Note unless and until the Exit Lenders take enforcement action pursuant to the terms of the Exit Financing Facility, and (B) from and after a Qualified Insolvency, the Lender Trustee will not, for a period of three (3) years commencing on the Effective Date, enforce the liens, security interests and mortgages or other such rights granted to secure the obligations under the Bank Senior Notes, the Bank Junior Notes, the Bank Priority Senior Note, the Securities Fee Note or the Interest Note without the consent of the Creditors' Trust Trustee except (subject to the provisions of the following sentence) with respect to (I) supporting or requiring a sale of Reorganized Venture to a third party (in which none of the Senior Lenders or Exit Lenders as of the date of such proposed sale has any equity interest ), (II) obtaining adequate protection of the liens, security interests or other such rights for the benefit of the Senior Lender Trust , and (III) pursuing an internal reorganization for Reorganized Venture that preserves the economics contained in this Term Sheet. If (A) Reorganized Venture becomes the subject of an insolvency proceeding within three years after the Effective Date, (B) the EBITDA of Reorganized Venture excluding restructuring expenses, from and after the first anniversary of the Effective Date and tested monthly for the preceding 12 months on a rolling basis, has been at least $100 million at the time of each measurement, (C) the Creditors' Trust proposes a plan of reorganization (a "Qualified Plan") within six months after the petition date that leaves the Senior Securities unimpaired and provides for the full cash payment of the Exit Financing on the plan's effective date, (D) the Creditors' Trust secures a firm commitment (subject to customary conditions) for financing the Qualified Plan within six months after the petition date and (E) the Qualified Plan is confirmed within 12 months after the petition date, then (1) the Lender Trustee shall forbear from enforcing its liens and security interests during the pendency of the bankruptcy proceeding (except to obtain adequate protection for its secured interests during the pendency of the case), and (2) the Creditors' Trust Trustee shall have the right, but not the obligation, to acquire from the Lender Trustee all of the Lender Trustee's interests in the Senior Securities (as well as the Lender Trustee's remaining interest in the Creditors' Trust) for (i) the cash payment to the Lender Trustee, on or before the third anniversary of the Effective Date, in an amount equal to the then unpaid balance of the Senior Lender Initial Entitlement, plus (ii) one third of all Common Membership Interests and other interests in the Reorganized Company held by the Creditors' Trust, together with all distributions 3 received by the Creditors' Trust in respect of such interests under the Qualified Plan, plus (iii) one third of all Trust Action recoveries obtained by the Creditors' Trust from and after the date that the Senior Lender Initial Entitlement has been paid Notwithstanding anything to the contrary in this paragraph 3, the agreements in this paragraph 3 shall in no way impair or prejudice (1) Winget's right to exercise Option A, (2) Reorganized Venture's right in accordance with the terms of the Operating Agreement to redeem the Preferred Membership Interests or refinance or restructure the Bank Senior Notes, the Bank Junior Notes, the Bank Priority Senior Note or the Interest Note, or (3) the Senior Lenders' right to agree to amendments and modifications to the Senior Securities so long as such amendments and modifications are not adverse to economic interests of the Creditors' Trust Trustee. The Senior Lenders will agree to modifications to the Trust Agreement reasonably requested by the Creditors' Committee to accommodate the foregoing provisions. 4. As set forth in the Plan, on the Effective Date the Agent shall receive from the Reorganized Company cash in an amount equal to (i) all unpaid fees and expenses incurred by the Agent through the Effective Date, plus (ii) 0.5% of the face amount of the Bank Senior Notes, the Bank Junior Notes and the Preferred Membership Interests (such cash, the "Securities Fee"), plus (iii) unpaid interest accrued on the Bank Claims through the Effective Date (the "Accrued Interest" and the Accrued Interest less $7.5 million, the "Remaining Interest"). On the Effective Date the Agent, acting on behalf of the Senior Lenders, will loan $7.5 million in Accrued Interest paid in cash to the Agent by the Reorganized Company to the Creditors' Trust solely for the purpose of funding the litigation expenses of the Creditors' Trust (such amount, the "Creditors' Trust Loan"). The Creditors' Trust Loan shall be evidenced by a note which (a) will be held by the Agent, for the ratable benefit of the Senior Lenders, (b) will be secured by a first priority lien on all the assets in the Creditors' Trust and Senior Lender Trust, (c) will accrue interest at the same rate as the Senior Lender Initial Entitlement, (d) will have no stated term, (e) will require mandatory payments promptly upon the realization of any cash by the Creditors' Trust, whether from Trust Actions (defined below) or otherwise, but in no event from the cash loaned pursuant to the Creditors' Trust Loan (which payments will be distributed by the Agent, when and as received, to the Senior Lenders), and (f) will have recourse to the assets of the Creditors' Trust and the Senior Lender Trust. Notwithstanding the foregoing, it is expected that the plan will provide that, in lieu of receiving cash on account of the Securities Fee, the Remaining Interest or the Bank Pre-Petition Priority Claims, the Senior Lenders shall receive the Securities Fee Note, the interest Note, or the Bank Priority Senior Note, respectively, which notes will be secured by the same collateral as the Bank Senior Notes and the Bank Junior Notes and will bear a rate of interest commensurate with the rate of interest to be paid on the exit Financing Facility and that such securities will be senior in right of payment to the Bank Senior Notes and Bank Junior Notes. 5. All recoveries by the Creditors' Trust, including recoveries on account of the Winget Actions or the Avoidance Actions (all such recoveries, the "Trust Actions") but excluding Common Membership Interests or other equity interests in the Reorganized Company recovered by the Creditors' Trust, shall (i) be converted to cash in an orderly liquidation, and (ii) be distributed in the following order of priority. Moreover, if and to the extent Common Interests or other equity interests in the Reorganized Company recovered by the Creditors' Trust (whether by an exercise of the Creditors' Warrant or the successful prosecution of claims against Winget or his affiliates other than Reorganized Venture (collectively, the "Winget Defendants")) are 4 converted to cash, the proceeds of such interests shall also be distributed in the following order of priority. For the avoidance of doubt, the Creditors' Trust Trustee shall not be obligated to remit to the Agent or the Lender Trustee proceeds of the Creditors' Trust Loan. (a) First, to repay the reasonable fees, costs and expenses of the Creditors' Trust Trustee;(1) (b) Second, to repay the Creditors' Trust Loan; (c) Third, to the Senior Lender Trust until such time as cash in an amount equal to the Senior Lender Initial Entitlement (defined below) either has been distributed by the Lender Trustee to the Senior Lenders or is being held in trust by the Lender Trustee for the benefit of the Senior Lenders; and (d) Fourth, after the Senior Lender Initial Entitlement has been paid in full, (i) one third of all additional recoveries will be paid to the Senior Lender Trust and (ii) two thirds will be paid to the Creditors' Trust Trustee for distribution to the Creditors' Trust's beneficiaries (other than the Senior Lender Trust). The distributions described above to the Senior Lender Trust shall be made when and as cash is received, but no more frequently than monthly. The "Senior Lender Initial Entitlement" shall equal $400 million plus interest accrued on the unpaid balance of such amount from the Effective Date through the date the Senior Lender Initial Entitlement is paid in full in cash at a per annum interest rate of, at the election of the lender Trustee, 90 day LIBOR plus 3.0%, compounded quarterly or 30 day LIBOR plus 3.0% compounded monthly; provided, however, that such per annum interest rate shall in no event be less than 5.0% or greater than 8.0%. For the avoidance of doubt, repayment of the Creditors' Trust Loan from whatever the source shall not reduce or be applied against the Senior Lender Initial Entitlement. 6. All cash received by the Senior Lender Trust on account of the Senior Securities or the Trust Actions shall be distributed by the Lender Trustee, when and as received (promptly after the effectiveness of the Plan, but no more frequently than monthly) as follows:(2) (a) First, to the Lender Trustee on account of reasonable fees, costs and expenses of the Lender Trustee; (b) Second, to the Agent to repay the Creditors' Trust Loan; (c) Third, the amount of any "make whole" payment under paragraph 3 above to the Creditors' Trust for distribution by the Creditors' Trust Trustee to the beneficiaries other than the Senior Lender Trust; ----------------- (1) Excluding fees, costs and expenses incurred in connection with the prosecution of claims by the Creditors Trust. (2) For the avoidance of doubt, all fees, costs and expense of the agent under the Senior Securities will be paid directly to such agent in accordance with the terms of the Restructured Credit Agreement. 5 (d) Fourth, to the Senior Lenders until such time as cash in an amount equal to the Senior Lender Initial Entitlement has been distributed by the Lender Trustee to the Senior Lenders; and (e) Fifth, after the Senior Lender Initial Entitlement has been paid in full, (i) one third of the cash received by the Senior Lender Trust on account of the Senior Securities and 100% of Trust Action proceeds received by the Senior Lender Trust shall be distributed by the Lender Trustee to the Senior Lenders, and (ii) two thirds of the cash received by the Senior Lender Trust on account of the Senior Securities shall be paid to the Creditors' Trust for distribution by the Creditors' Trust Trustee to the beneficiaries other than the Senior Lender Trust. Any non-cash assets received by the Senior Lender Trust as consideration for the Senior Securities shall be held by the Senior Lender Trust until monetized and such cash proceeds therefrom shall be distributed as set forth above. 7. If recoveries in respect of the Trust Actions are insufficient to repay the Creditors' Trust Loan, all Common Membership Interests or other equity interests in the Reorganized Company recovered by the Creditors' Trust (whether by an exercise of the Creditors' Warrant or the successful prosecution of claims against the Winget Defendants) shall be held by the Creditors' Trust Trustee for the benefit of the Agent until such time as such interests have been monetized and sufficient proceeds of such interests have been paid to the Agent to satisfy the Creditors' Trust Loan in full or until the Creditors' Trust Loan has been paid in full. After the Creditors' Trust Loan has been paid in full, all Common Membership Interests or other equity interests in the Reorganized Company recovered by the Creditors' Trust (whether by an exercise of the Creditors' Warrant or the successful prosecution of claims against the Winget Defendants) shall be held by the Creditors' Trust Trustee for the benefit of the Lender Trustee until such time as the Senior Lender Initial Entitlement has been paid. After the Senior Lender Initial Entitlement has been paid in full, one third of all Common Membership Interests or other equity interests in the Reorganized Company then held or thereafter recovered by the Creditors' Trust (whether by an exercise of the Creditors' Warrant or the successful prosecution of claims against the Winget Defendants) shall be held by the Creditors' Trust Trustee for the benefit of the Lender Trustee until monetized or distributed in kind. For the avoidance of doubt and except for cash proceeds of Common Membership Interests or other equity interests in the Reorganized Company actually distributed to the Agent or the Lender Trustee, the value of Common Membership Interests or other equity interests in the Reorganized Company held by the Creditors' Trust Trustee for the benefit of the Agent or the Lender Trustee pursuant to this paragraph 7 shall not reduce or in any way satisfy the Creditors' Trust Loan or the Senior Lender Initial Entitlement. The Lender Trustee shall have the right and a proxy to vote one third of all Common Membership Interests or other equity interests in the Reorganized Company in the Creditors' Trust that are held by the Creditors' Trust Trustee at any given time. The Creditors' Trust Trustee shall not be obligated to distribute the Common Membership Interests or other equity interests in the Reorganized Company (in contrast to cash proceeds of such interests) to the Senior Lender Trust unless and until such distribution is allowed pursuant to the terms of the Plan. 8. Selection of professionals by the Creditors' Trust Trustee to prosecute the Trust Actions shall be subject to the approval of the Lender Trustee; provided, however, that Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP shall be deemed to be approved without any consent of the Lender Trustee. Additionally, the Creditors' Trust Trustee may not, without 6 the consent of the Lender Trustee, which consent shall not be unreasonably withheld, settle or compromise any Trust Action or enter into any settlement that would in any way affect the determination of the value of the Creditors' Warrant, including any settlement in the context of the Valuation Procedures Motion. 9. The Plan will be modified to provide trade creditors and convenience class creditors with the same treatment that is currently prescribed for Class 5 unsecured creditors; provided, however, that if the Court determines that the foregoing modifications are adverse to Winget in a manner that would excuse him from performing the Contribution Agreement, the treatments prescribed in the pending Plan will automatically be reinstated. The trade creditors and convenience class creditors will vote as both Class 5 creditors and as creditors in their respective classifications under the pending Plan. 10. In the event the Plan is not confirmed, the Agent, acting on behalf of the Senior Lenders, upon request of the Oversight Committee or the Creditors' Committee, will loan $5.0 million upon the earlier to occur of (i) confirmation of an alternative plan or (ii) the receipt by the Pre-Petition Agent of cash in connection with the consummation of a 363 sale and after repayment in full of all costs, fees and expenses of the Pre-Petition Agent, to the entity created to pursue litigation claims against Winget or affiliates of Winget other than (1) the Debtors and (2) the parties to the Existing Bank Facility and any documents executed in connection therewith and any direct or indirect subsidiaries of such parties (the "Litigation Trust"), solely for the purpose of funding the litigation expenses of the Litigation Trust in connection with such litigation claims (the "Litigation Loan"). For the avoidance of doubt, the Litigation Loan shall not be used to attack or challenge (I) the claims of the Pre-Petition Lenders in connection with the Existing Bank Facility and the documents executed in connection therewith, (II) the guarantees executed in connection with the Existing Bank Facility and the documents executed in connection therewith, and (III) the validity of the Pre-Petition Lenders' liens on, or security interest in or pledges of, the collateral provided pursuant to the Existing Bank Facility and the documents executed in connection therewith. The Litigation Loan shall be evidenced by a note which (a) will be held by the Agent, for the ratable benefit of the Senior Lenders, (b) will be secured by a first priority lien on all the assets in the Litigation Trust, (c) will accrue interest at the same rate as the Senior Lender Initial Entitlement, (d) will have no stated term, (e) will require mandatory payments immediately upon the realization of any cash by the Litigation Trust, from whatever the source (which payments will be distributed by the Agent, when and as received, to the Senior Lenders), and (f) will have recourse solely to the assets of the Litigation Trust. Notwithstanding anything to the contrary in this Term Sheet, the agreement to make the Litigation Loan is conditioned upon both the approval of the Required Pre-Petition Lenders under the Existing Bank Facility and a determination by the Bankruptcy Court, after notice and a hearing, that such approval is sufficient to authorize the Litigation Loan. The Steering Committee will seek to obtain Required Pre-Petition Lender approval by May 24, 2004. The parties to the Term Sheet agree to use reasonable best efforts to conduct a hearing with respect to the approval of the Litigation Loan on June 10, 2004. Notwithstanding anything to the contrary contained in this paragraph 10, the Senior Lenders shall have no obligation to make the Litigation Loan if the Holders of Class 2 and Class 3 Claims vote to accept the Plan and Holders of Class 5 Claims fail to accept the Plan in accordance with the provisions of the Bankruptcy Code. 7 11. The Steering Committee reserves the right to modify the Plan in any manner reasonably necessary to address any objection that may be raised by Winget (or his non-Debtor affiliates) in connection with the confirmation of the Plan provided that such modifications do not adversely affect the treatment of Class 5 Creditors, or Class 6 Creditors and Class 7 Creditors if such claims are treated as contemplated under the original plan; provided however, that the Steering Committee will not seek to so modify the Plan without obtaining the written consent of the Official Committee which consent shall not be unreasonably withheld. Additionally, the Steering Committee will (i) consult with the Creditors' Committee with respect to Officers, Senior Management, the Employment Agreements and the Exit Facility; (ii) will oppose any settlement in the context of a determination of the Value of Extinguished Actions that is not supported by the Creditors' Trust Trustee; (iii) will not waive any condition to the effectiveness of the Plan, or permit any modification thereto, or support the withdrawal of the Plan, without the approval of the Creditors' Committee, (iv) accept modifications to the Plan and the Reorganization Documents requested by the Creditors' Committee that are (a) acceptable to the Steering Committee, and (b) do not result in changes to the original plan that are materially adverse to Winget and the Transferors taken as a whole as determined by an order of the Bankruptcy Court, and (v) support a change to the Plan that provides that the members of the Oversight Committee shall be appointed by the Creditors Committee and that the Oversight Committee shall appoint the Creditors' Trust Trustee provided that such changes are not determined to be materially adverse to Winget and the Transferors taken as a whole by the Bankruptcy Court, and the Steering Committee will use reasonable efforts to oppose any argument that such changes to the Plan constitute changes that are materially adverse to Winget and the Transferors taken as a whole. 12. Until June 30, 2004, unless the parties to the Contribution Agreement agree to extend the June 30, 2004 termination date under the Contribution Agreement or the Bankruptcy Court enters an order extending the June 30, 2004 termination date under the Contribution Agreement, in which case until such extended termination date, the Senior Lenders agree that, (i) absent written agreement of the Creditors Committee, for so long as the parties in good faith pursue confirmation of the Plan and the transactions contemplated by this Term Sheet, the Senior Lenders will refrain from proceeding with the pending adversary complaint (Adv. Pro. No. 04-4399) which seeks foreclosure on certain assets of non-Debtor affiliates of Winget, (ii) the Creditors' Committee shall retain all rights and remedies with respect to the Foreclosure Complaint or any similar action by such lenders, and (iii) the Senior Lenders shall not assert any waiver, laches or other defense based on the Creditors' Committee's (A) execution of this Term Sheet, (B) pursuit of the transactions contemplated by this Term Sheet, or (C) delay in asserting any rights or remedies as a result of the foregoing. 13. The approval of the Settlement Agreement pursuant to the Settlement Motion and the consummation of the transactions contemplated hereby, including execution of all necessary documentation, shall be a condition to the confirmation and effectiveness of the Plan. 14. The Senior Lenders will support and will not interfere in the litigation that the Creditors' Trust prosecutes. 15. The Steering Committee will support an amendment to the Plan providing exculpation to the Creditors' Committee and its members and their respective affiliates, professionals, agents, 8 officers, directors and employees and a release by the Debtors of the Creditors' Committee and its members and their respective affiliates, professionals, agents, officers, directors and employees provided that such amendments do not result in a change to the original plan that is materially adverse to Winget and the Transferors taken as a whole as determined by an order of the Bankruptcy Court and the Steering Committee will use reasonable efforts to oppose any argument that such exculpation or release constitutes a change that is materially adverse to Winget and the Transferors taken as a whole. 16. The Steering Committee and the Creditors' Committee shall use all reasonable efforts to structure the transactions contemplated herein in a manner that is the most tax advantageous and which is designed, to the extent practicable, to not cause the Debtors, the Creditors' Trust or the Senior Lender Trust to become a public company subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or cause the Creditors' Trust or the Senior Lender Trust to be required to be registered as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. 9 EXHIBIT K SETTLEMENT TERM SHEET I-4 EXHIBIT K Summary of Terms of Bank Priority Senior Notes, Bank Senior Notes, Excess Interest Notes, Success Fee Notes, Bank Junior Notes and Preferred Membership Interest(1) BANK PRIORITY SENIOR NOTES: (i) recourse: full recourse to Reorganized Venture and it subsidiaries (the "Obligors") and secured by liens on substantially all of the assets of the Obligors (the "Collateral") and pledges of the equity of the Obligors (the "Pledges") (ii) interest: interest shall be payable in cash at a rate equal to the applicable rate of interest on term loans under the Exit Facility and shall be payable on the same payment dates as interest on term loans is payable pursuant to the terms of the Exit Facility; provided, however, that interest on the Bank Senior Priority Notes shall be paid in cash only to the extent the cash payment of such interest is permitted under the terms of the Exit Facility; provided, further, that to the extent that the cash payment of interest is not permitted under the Exit Facility, interest shall be PIK at the same rate and during such period as if such interest were permitted to be paid in cash under the Exit Facility (iii) term: 3.0 years (iv) mandatory prepayments: subject to (a) Reorganized Venture having available cash plus undrawn availability under the Exit Facility in the aggregate minimum amount of $20 million and (b) limitations that may be imposed in connection with an Exit Facility: (1) mandatory payments of 75% of excess cash flow in excess of [$ To Be Determined] on an LTM basis calculated quarterly; (2) mandatory prepayments equal to 100% of all tax refunds due to any Obligor; and (3) mandatory prepayments equal to 100% of after-tax net asset sale proceeds (subject to a $100,000 aggregate annual retention by the Reorganized Venture) (v) prepayment premium: none (vi) amortization: principal payments shall be due on the same payment dates as the terms loans under the Exit Facility; provided, however, that principal payments which are due prior to the maturity date of the Bank Senior Priority Notes shall be paid only to the extent the cash payment of such principal is permitted under the terms of the Exit Facility (vii) collateral and subordination: the Bank Priority Senior Notes shall rank junior in right of payment and lien priority to the Exit Facility and senior in the right of payment ------------------- (1) This summary of terms is subject in all respects to the relevant Reorganization Documents, including, without limitation, the terms of the Restructured Credit Agreement. and lien priority to the Securities Fee Notes, the Excess Interest Notes, the Bank Senior Notes and the Bank Junior Notes (viii) covenants, conditions, representations and warranties: substantially similar in type to those contained in the Existing Bank Facility, but modified in content in a manner that is acceptable to the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders, plus such others as may be agreed to by the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders SECURITIES FEE NOTES: (i) recourse: full recourse to the Obligors and secured by a lien on all of the Collateral and the Pledges (ii) interest: interest shall be payable in cash at a rate equal to the applicable rate of interest on term loans under the Exit Facility and shall be payable on the same payment dates as interest on term loans is payable pursuant to the terms of the Exit Facility; provided, however, that interest on the Securities Fee Notes shall be paid in cash only to the extent the cash payment of such interest is permitted under the terms of the Exit Facility; provided, further, that to the extent that the cash payment of interest is not permitted under the Exit Facility, interest shall be PIK at the same rate and during such period as if such interest were permitted to be paid in cash under the Exit Facility (iii) term: 3.0 years (iv) mandatory prepayments: subject to (a) Reorganized Venture having available cash plus undrawn availability under the Exit Facility in the aggregate minimum amount of $20 million, (b) the payment in full of the Bank Priority Senior Notes and (c) limitations that may be imposed in connection with an Exit Facility: (1) mandatory payments of 75% of excess cash flow in excess of [$ To Be Determined] on an LTM basis calculated quarterly; (2) mandatory prepayments equal to 100% of all tax refunds due to any Obligor; and (3) mandatory prepayments equal to 100% of after-tax net asset sale proceeds (subject to a $100,000 aggregate annual retention by the Reorganized Venture) (v) prepayment premium: none (vi) amortization: principal payments shall be due on the same payment dates as the terms loans under the Exit Facility; provided, however, that principal payments which are due prior to the maturity date of the Securities Fee Notes shall be paid only to the extent the cash payment of such principal is permitted under the terms of the Exit Facility (vii) collateral and subordination: the Securities Fee Notes (1) shall rank junior in right of payment and lien priority to the Exit Facility and Bank Priority Senior Notes, (2) shall rank pari passu in right of payment priority and lien priority with the Excess Interest Notes and (3) shall rank senior in right of payment priority and lien priority to the Bank Senior Notes and the Bank Junior Notes (viii) covenants, conditions, representations and warranties: substantially similar in type to those contained in the Existing Bank Facility, but modified in content in a manner that is acceptable to the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders, plus such others as may be agreed to by the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders EXCESS INTEREST NOTES: (i) recourse: full recourse to the Obligors and secured by a lien on all of the Collateral (ii) interest: interest shall be payable in cash at a rate equal to the applicable rate of interest on term loans under the Exit Facility and shall be payable on the same payment dates as interest on term loans is payable pursuant to the terms of the Exit Facility; provided, however, that interest on the Excess Interest Notes shall be paid in cash only to the extent the cash payment of such interest is permitted under the terms of the Exit Facility; provided, further, that to the extent that the cash payment of interest is not permitted under the Exit Facility, interest shall be PIK at the same rate and during such period as if such interest were permitted to be paid in cash under the Exit Facility (iii) term: 3.0 years (iv) (vi) mandatory prepayments: subject to (a) Reorganized Venture having available cash plus undrawn availability under the Exit Facility in the aggregate minimum amount of $20 million, (b) the payment in full of the Bank Priority Senior Notes and (c) limitations that may be imposed in connection with an Exit Facility: (1) mandatory payments of 75% of excess cash flow in excess of [$ To Be Determined] on an LTM basis calculated quarterly; (2) mandatory prepayments equal to 100% of all tax refunds due to any Obligor; and (3) mandatory prepayments equal to 100% of after-tax net asset sale proceeds (subject to a $100,000 aggregate annual retention by the Reorganized Venture) (v) prepayment premium: none (vi) amortization: principal payments shall be due on the same payment dates as the terms loans under the Exit Facility; provided, however, that principal payments which are due prior to the maturity date of the Excess Interest Notes shall be paid only to the extent the cash payment of such principal is permitted under the terms of the Exit Facility (vii) collateral and subordination: the Excess Interest Notes (1) shall rank junior in right of payment and lien priority to the Exit Facility and Bank Priority Senior Notes, (2) shall rank pari passu in right of payment priority and lien priority with the Securities Fee Notes and (3) shall rank senior in lien priority to the Bank Senior Notes and the Bank Junior Notes (viii) covenants, conditions, representations and warranties: substantially similar in type to those contained in the Existing Bank Facility, but modified in content in a manner that is acceptable to the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders, plus such others as may be agreed to by the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders BANK SENIOR NOTES: (i) recourse: full recourse to the Obligors and secured by a lien on all of the Collateral and the Pledges (ii) principal: aggregate principal balance of (approximately) $200 million (iii) interest: monthly cash pay interest (in arrears) at LIBOR (with a LIBOR floor of 2.00%) plus 7.00%, provided, however, that interest on the Bank Senior Notes shall be paid in cash only to the extent and during such periods as permitted under the terms of the Exit Facility; provided, further, to the extent that the cash payment of interest is not permitted under the Exit Facility, interest that would otherwise be payable in cash shall be PIK monthly at the same rate of interest as if such interest were permitted to be paid in cash (iv) term: 3.0 years (v) amortization: to be set at such levels and periods as shall be mutually acceptable to the Steering Committee, the Debtors, the Exit Facility lenders and Winget (vi) mandatory prepayments: subject to (a) Reorganized Venture having available cash plus undrawn availability under the Exit Facility in the aggregate minimum amount of $20 million, (b) the payment in full of the Bank Priority Senior Notes and (c) limitations that may be imposed in connection with an Exit Facility: (1) mandatory payments of 75% of excess cash flow in excess of [$ To Be Determined] on an LTM basis, calculated quarterly; (2) mandatory prepayments equal to 100% of all tax refunds due to any Obligor; and (3) mandatory prepayments equal to 100% of after-tax net asset sale proceeds (subject to a $100,000 aggregate annual retention by the Reorganized Venture). (vii) prepayment premium: none (viii) restructuring fee: .50% of the principal balance of the Bank Senior Notes, payable in cash on the Effective Date from the proceeds of the Exit Facility, provided, however, that to the extent such restructuring fee is not paid in cash, it shall be evidenced by, and payable pursuant to the terms of, the Securities Fee Notes (ix) collateral and subordination: the Bank Senior Notes (1) shall rank junior in right of payment and lien priority to the Exit Facility, the Bank Priority Senior Notes, the Securities Fee Notes and the Excess Interest Notes, (2) shall rank pari passu in right of payment with the Bank Junior Notes, and (3) shall rank senior in lien priority to the Bank Junior Notes. (x) agency fee: Same amount and payment terms as in Existing Bank Facility. (xi) covenants, conditions, representations and warranties: same as those contained in the Existing Bank Facility with modifications acceptable to by the Steering Committee, Winget, the Reorganized Company and the Exit Facility lenders BANK JUNIOR NOTES: (i) recourse: full recourse to the Obligors and secured by a lien on all of the Collateral (ii) principal: aggregate principal balance of $50 million (iii) interest: monthly cash pay interest (in arrears) at 5% per annum plus an additional interest PIK quarterly at 8% per annum; provided, however, that interest on the Bank Junior Notes shall be paid in cash only to the extent and during such periods permitted under the terms of the Exit Facility; provided, further, that to the extent that the cash payment of interest is not permitted under the Exit Facility, interest that would otherwise be payable in cash shall be PIK monthly at the same rate of interest as if such interest were permitted to be paid in cash (iv) term: 3.0 years (v) amortization: balloon at maturity (vi) mandatory prepayments: subject to (a) Reorganized Venture having available cash plus undrawn availability under the Exit Facility in the aggregate minimum amount of $20 million, (b) the payment in full of the Bank Priority Senior Notes, the Securities Fee Notes, the Excess Interest Notes and the Bank Senior Notes and (c) limitations that may be imposed in connection with an Exit Facility: (1) mandatory payments of 75% of excess cash flow in excess of [$ To Be Determined] on an LTM basis calculated quarterly; (2) mandatory prepayments equal to 100% of all tax refunds due to any Obligor; and (3) mandatory prepayments equal to 100% of after-tax net asset sale proceeds (subject to a $100,000 aggregate annual retention by the Reorganized Venture) (vii) prepayment premium: none (viii) restructuring fee: .50% of the principal balance of the Bank Junior Notes, payable in cash on the Effective Date from the proceeds of the Exit Facility, provided, however, that to the extent such restructuring fee is not paid in cash, it shall be evidenced by, and payable pursuant to the terms of, the Securities Fee Notes (ix) collateral and subordination: the Bank Junior Notes (1) shall rank junior in right of payment and lien priority to the Exit Facility, the Bank Priority Senior Notes, the Securities Fee Notes and the Excess Interest Notes, (3) shall rank junior in lien priority to the Bank Senior Notes and (4) shall rank pari passu in right of payment priority with the Bank Senior Notes (x) covenants: same as those contained in the Existing Bank Facility with modifications acceptable to the Steering Committee, Reorganized Venture, Winget and the Exit Facility lenders PREFERRED MEMBERSHIP INTERESTS: (i) issuer: Venture Delaware (ii) interest: PIK dividends during the first year following the Effective Date at the per annum rate of 15%, and thereafter at the per annum rate of 20% (iii) principal: $175 million (iv) restructuring fee: .50% of the principal balance of the Preferred Membership Interests, payable in cash on the Effective Date from the proceeds of the Exit Facility, provided, however, that to the extent such restructuring fee is not paid in cash, it shall be evidenced by, and payable pursuant to the terms of, the Securities Fee Notes (v) redemption by Venture Delaware: the Preferred Membership Interests can be redeemed by the Venture Delaware at par plus all accrued but unpaid dividends at any time after the Bank Priority Senior Notes, Securities Fee Notes, Excess Interest Notes, Bank Senior Notes and the Bank Junior Notes have been paid in full and, in the event that the majority share of the Exit Facility is provided by a subset of the Pre-Petition Lenders, the Exit Facility has been paid in full and any commitments in respect of the Exit Facility have been terminated (vi) other terms: the Preferred Membership Interests will be structured, to the extent possible, in a manner most tax efficient to the holders in respect of the dividends. The terms and conditions of the Preferred Membership Interests and the charters, articles and by-laws of Reorganized Venture shall be in form and substance satisfactory to the Steering Committee and Winget EXHIBIT L Chart Describing Modifications to the Debtors' Joint Plan of Reorganization MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION SECOND AMENDED PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------ 1.04 (New) New Defined Term - Affiliate Guarantors. Those N/A Affiliates of Winget and the Debtors that guaranteed the indebtedness owed by Venture to the Pre-Petition Lenders pursuant to the Existing Bank Facility. 1.18 The definition of Bank Junior Notes has been Original Definition - Bank Junior Notes. modified to reflect that the obligations evidenced The obligations evidenced by the Bank by the Bank Junior Notes are now subordinated in Junior Notes will be subordinated in right right of payment to not only the Exit Financing of payment to only the Exit Financing Facility, as it was in the original Plan, but also Facility and the liens securing payment of the Bank Priority Senior Notes, the Securities Fee the Bank Junior Notes were subordinated in Notes and the Excess Interest Notes; additionally, priority to the liens securing payment of the liens securing payment of the Bank Junior Notes both the Exit Facility and the Bank Senior will now be subordinated in priority to the liens Notes. securing payment of the Exit Facility, the Bank Senior Notes, the Bank Priority Senior Notes, the Securities Fee Notes and the Excess Interest Notes. 1.19 (New) New Defined Term - Bank One, NA Claim. The alleged N/A secured claim asserted by Bank One, NA under the Existing Bank Facility, in the amount of $7,334,395.60 arising out of costs of defending and settling a lawsuit against Bank One, NA captioned ORIX Capital Markets, LLC vs. Bank One Capital Markets, Bank One, NA and Venture Holdings Company, LLC, Cause No. 02-04999 filed in the 134th Judicial District Court, Dallas County, Texas, and cost incurred in closing out Term C Loans (as defined in the Existing Bank Facility) made by Bank One, NA as part of the Term C Loan syndication process. 1.21 New Defined Terms - Bank Priority Senior Notes. N/A Priority senior secured notes in the aggregate principal amount of the Bank Pre-Petition Priority Claims to be issued on the Effective Date to the Pre-Petition Lenders in accordance with, and shall
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION SECOND AMENDED PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------ be secured by the Liens as set forth in, the Restructured Credit Agreement. The obligations evidenced by the Bank Priority Senior Notes will be subordinated in right of payment to the Exit Financing Facility and the liens securing payment of the Bank Priority Senior Notes will be subordinated in priority to the liens securing payment of the Exit Financing Facility. The Bank Priority Senior Notes will be senior in right of payment to the Bank Senior Notes and the Bank Junior Notes and the liens securing the Bank Priority Senior Notes will be pari passu in right of priority to the liens securing the Bank Senior Notes. 1.23 Modified Definition - Bank Senior Notes. Senior Original Definition - Bank Senior Notes. secured notes in an aggregate principal amount Senior secured notes in an aggregate equal to the total principal amount of the Allowed principal amount equal to the total Bank Claims minus $225 million. The Debtors principal amount of the Bank Claims on the estimate that the principal amount of the Bank Effective Date, minus $225 million. The Senior Notes will be approximately $200 million. Debtors estimate that the principal amount The Bank Senior Notes shall be issued on the of the Bank Senior Notes will be Effective Date to the Pre-Petition Lenders in approximately $195 million. The Bank accordance with the Restructured Credit Agreement. Senior Notes shall be issued on the The obligations evidenced by the Bank Senior Notes Effective Date to the Pre-Petition Lenders will be subordinate in right of payment to the in accordance with the Restructured Credit Exit Financing Facility, the Bank Priority Senior Agreement. The obligations evidenced by Notes, the Securities Fee Notes and the Excess the Bank Senior Notes will be subordinate Interest Notes and the liens securing payment of in right of payment to the Exit Financing the Bank Senior Notes will be subordinate in Facility, the Bank Priority Senior Notes, priority to the liens securing payment of the Exit the Securities Fee Notes and the Excess Financing Facility and senior in priority to the Interest Notes and the liens securing liens securing the Bank Junior Notes. To the payment of the Bank Senior Notes will be extent the Bank One, NA Claim or the Orix Claim subordinate in priority to the liens become Allowed Claims, the principal amount of the securing payment of the Exit Financing Bank Senior Notes shall be increased by the Facility. Allowed amount of the Bank
2 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION SECOND AMENDED PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------ One, NA Claim and the Orix Claim to the extent not otherwise included in the Allowed Bank Claims. 1.34 Modified Definition - Claims Filing Bar Date. Original Definition - Claims Filing Bar December 15, 2004 as otherwise provided in the Date. October 15, 2003 or as otherwise Order Modifying Order Establishing Bar Dates filed provided in the Order Establishing Bar with the Bankruptcy Court on November 11, 2003, Dates for Filing Proofs of Claim and or, in the case of Claims allowable as a result of Proofs of Interest and Approving Form and a judgment or order, the time set by Bankruptcy Manner of Notice Thereof filed with the Rule 3002(4). Bankruptcy Court on August 29, 2003, or, in the case of Claims allowable as a result of a judgment or order, the time set by Bankruptcy Rule 3002(4). 1.41 Modified Definition - Confirmation Order. The Original Definition -Confirmation Order. order of the Bankruptcy Court confirming the Plan, The order of the Bankruptcy Court in form and substance reasonably acceptable to the confirming the Plan, in form and substance Debtors, Winget and the Steering Committee, and in reasonably acceptable to the Debtors, the form agreed to pursuant to the Contribution Winget and the Steering Committee, and in Agreement and attached thereto. Subject to a the form agreed to pursuant to the Qualified Finding, the Steering Committee and the Contribution Agreement and attached Debtors will support any modifications to the thereto. Confirmation Order proposed by the Creditors' Committee that are reasonably acceptable to the Steering Committee and the Debtors. 1.49 Modified Definition - DIP Facility. Collectively, Original Definition - DIP Facility. obligations under (I) the Amended and Restated All obligations under the Post-Petition Post-Petition Credit Agreement dated as of March Credit Agreement, among Venture, as 28, 2003, among Venture, as borrower, the borrower, the Post-Petition Agent and Post-Petition Agent and the lenders party thereto the lenders party thereto as amended, as amended, and all documents ancillary thereto, and all documents ancillary thereto, including, without limitation, the guaranties of including, without limitation, the the other Debtors and the Affiliate Guarantors guaranties of the other Debtors and executed in connection therewith, as the same has Deluxe Pattern Company, executed in connection therewith.
3 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ been, and may be, amended from time to time and (ii) the Senior Post-Petition Credit Agreement, to be dated June 3, 2004, among Venture, as borrower, the Post-Petition Agent and the lenders party thereto as amended, and all documents ancillary thereto, including, without limitation, the guaranties of the other Debtors executed in connection therewith, as the same has been, and may be, amended from time to time. 1.50 The Definition of "DIP Orders" has been modified to Original Definition -DIP Order. The Final Order include reference to the Order (I) Authorizing Debtors Authorizing Debtors in Possession to Enter Into to Enter Into Senior Post-Petition Credit Agreement And Post-Petition Financing Agreement and Obtain Obtain Post-Petition Financing Pursuant To Sections 363, Post-Petition Financing Pursuant to Sections 363 and 364 364 And 105 of the Bankruptcy Code, (II) Granting Senior of the Bankruptcy Code and Providing Adequate Protection Liens, Security Interests, and Superpriority Claims, and Granting Liens, Security Interests and Superpriority (III) Authorizing the Conversion of Certain Revolving Claims and Authorizing Debtors to Enter Into Access and Credit Obligations Into Term Loan Obligations, (IV) Accommodation Agreements entered by the Bankruptcy Court Authorizing the Debtors to Enter Into Modifications of on March 31, 2003, as amended from time to time. Certain Customer Agreements, and (V) Granting Related Relief to be entered by the Bankruptcy Court on June 3, 2004. 1.51 Modified Definition - Disbursing Agent. The Reorganized Original Definition - Disbursing Agent. The Reorganized Debtors or any Person designated by the Reorganized Debtors or any Person designated by the Reorganized Debtors and the Creditors' Committee to serve as a Debtors to serve as a disbursing agent under Article 8 of disbursing agent under Article 8 of the Plan. The the Plan. Creditors' Committee has been added as a party that can designate the person to serve as a disbursing Agent under Article 8 of the Plan. 1.52 Modified Definition - Disclosure Statement. The Second Original Definition - Disclosure Statement. The Amended Disclosure Statement that relates to and Disclosure Statement that relates to and accompanies the accompanies
4 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ the Plan, as it may be supplemented, amended or modified Plan, as it may be supplemented, amended or modified from from time to time, and that is prepared and distributed time to time, and that is prepared and distributed in in accordance with Section 1125 of the Bankruptcy Code, accordance with Section 1125 of the Bankruptcy Code, and and in form and substance reasonably acceptable to in form and substance acceptable to Debtors, the Steering Debtors, the Steering Committee, Winget and, subject to Committee and Winget. a Qualified Finding, the Creditors' Committee. 1.54 The Definition of "Distributions" has been modified to Original Definition - Distributions. The distributions to include Priority Senior Notes, Securities Fee Notes, and be made in accordance with the Plan of, as the case may excess Interest Notes as distributions to be made be: (a) cash, (b) Bank Junior Notes, (c) Bank Senior pursuant to the Plan in addition to the distributions Notes, (c) Bank Senior Notes, (d) Common Membership contained in the Original Plan. Interests, (e) Preferred Membership Interests, (f) the Creditors' Warrant, (g) other interests in the Creditors' Trust and (h) any other distributions to Holders of Claims under the terms and provisions of the Plan. 1.55 (new) New Defined Term - DTC Participants. The bank, broker, N/A or other nominee that is the record holder of the securities position on record at the Depository with respect to the Old Notes and which holds such securities position for the account of the beneficial owner of the Old Notes, including, without limitation, the DTC Participant itself in its capacity as beneficial owner to the extent that the DTC Participant holds Old Notes for its own account. 1.61 (new) New Defined Term - Excess Interest. That amount of N/A interest payable to the Holders of Claims in Class 3 in excess of $7.5 million. 1.62 (new) New Defined Term - Excess Interest Notes. Notes in a N/A principal amount equal to the Excess Interest to be issued on the Effective Date to the Pre-Petition Lenders in Class 3 in
5 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ accordance with, and shall be secured by the Liens as set forth in, the Restructured Credit Agreement. The obligations evidenced by Excess Interest Notes will rank (i) senior in payment priority to the Bank Senior Notes and (ii) pari passu in lien priority to the Bank Senior Notes. 1.66 Modified Definition - Exit Financing Facility. The exit Original Definition - Exit Financing Facility. The exit financing facility obtained by the Reorganized Debtors financing facility obtained by the Reorganized Debtors and pursuant to the provisions of the Plan, which shall and pursuant to the provisions of the Plan, which shall be senior in lien and payment priority to the Bank be senior in lien and payment priority to the Bank Senior Priority Senior Notes, the Bank Senior Notes, the Notes and the Bank Junior Notes pursuant to the Securities Fee Notes, the Excess Interest Notes and the Subordination Agreement and which shall be a condition to Bank Junior Notes pursuant to the Subordination the Effective Date. Agreement and which shall be a condition to the Effective Date. 1.96 (new) New Defined Term - Original Plan. The Joint Plan of N/A Reorganization and all supplements and exhibits thereto as filed by the Debtors with the Bankruptcy Court on September 24, 2003. 1.97 (new) New Defined Term - Orix Claim. The alleged secured claim N/A asserted by Orix Capital Markets LLC under the Existing Bank Facility in the amount of $1,537,330.57 arising out of the case captioned ORIX Capital Markets, LLC, ORIX Finance Corp. I and Seabord CLO 2000 LTD. vs. Venture Holdings Company, LLC., United States District Court, Eastern Division of Michigan, Southern Division, Case, Case No. 02-74554. 1.103 The definition of "Post-Petition Agent" has been Original Definition - Post-Petition Agent. Bank One, N.A. modified to replace Bank One, N.A. with Black Diamond as the Administrative Agent under the DIP Facility. Commercial Finance, LLC as the Administrative Agent under the DIP Facility.
6 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ 1.112 (new) New Defined Term - Qualified Finding. An order by the N/A Bankruptcy Court finding that the Plan provision that is qualified by such a finding is not a modification to the Original Plan that is materially adverse to Winget and the Transferors taken as a whole. In connection with any motion seeking a Qualified Finding, the Steering Committee and the Debtors will oppose any argument that such modification to the Original Plan is materially adverse to Winget and the Transferors taken as a whole. Former 1.106 N/A Registration Rights Agreement. A registration rights (Deleted) agreement pursuant to which the Holders of the Preferred Membership Interests would be entitled to certain registration rights. 1.116 The Definition of "Reorganization Documents" has been Original Definition - Reorganization Documents. The modified to include the Priority Senior Notes, the Bank Restructured Credit Agreement, the Bank Senior Notes, the Senior Notes, the Securities Fee Notes and the Excess Bank Junior Notes, the Preferred Membership Interests, Interest Notes. All references to the Registration the Common Membership Interests, the Operating Agreement, Rights Agreement have been deleted from the modified the Amended Operating Agreement, the Certificate of plan. In addition, subject to a Qualified Finding, the Formation, the Contribution Agreement (and exhibits Steering Committee and the Debtors will support any thereto), the Subordination Agreement, the New Leases, modifications to the Reorganization Documents proposed the Registration Rights Agreement, the Creditors' by the Creditors' Committee that are reasonably Warrant, the Trust Agreement, the Employment Agreements, acceptable to the Steering Committee and the Debtors. the Exit Financing Facility and all other documents necessary to effectuate the Plan, which documents shall (a) be filed by the Debtors with the Bankruptcy Court not later than twenty (20) days before the commencement of the Confirmation Hearing, unless otherwise specified herein; and (b) be reasonably
7 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ satisfactory to Winget, the Steering Committee and the Debtors. 1.119 Modified Definition - Restructured Credit Agreement. The Original Definition - Restructured Credit Agreement. The post-Confirmation credit agreement governing the post-Confirmation credit agreement governing the notes Bank Senior Notes, the Securities Fee Notes, the Excess issued to the Pre-Petition Lenders in Class 3 under the Interest Notes and the Bank Junior Notes issued to the Plan. Pre-Petition Lenders in Class 3 under the Plan and the Bank Priority Senior Notes to be issued to the Pre-Petition Lenders in Class 2 under the Plan. 1.124 (new) New Defined Term - Securities Fee. Consideration in an N/A amount equal to 0.5% of the face amount of the Preferred Membership Interests and the aggregate principal amount of the Bank Senior Notes and the Bank Junior Notes. 1.125 (new) New Defined Term - Securities Fee Notes. Notes in a N/A principal amount equal to the Securities Fee to be issued on the Effective Date to the Pre-Petition Lenders in Class 3 in accordance with, and shall be secured by the Liens as set forth in, the Restructured Credit Agreement. The obligations evidenced by Securities Fee Notes will rank (i) senior in payment priority to the Bank Senior Notes, and (ii) pari passu in lien priority to the Bank Senior Notes. 1.127 New Defined Term - Settlement Agreement. The agreement, N/A subject to approval by the Bankruptcy Court and as a condition to Confirmation and the Effective Date, that provides for the resolution of all disputes among the Creditors' Committee and the Steering Committee on the terms outlined in the term sheet
8 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ attached to the Disclosure Statement as Exhibit J. 1.128 The definition of "Special Committee" has been modified Original Definition - Special Committee. A special to refer to section 7.11 of the Operating Agreement. committee of the Board of Venture Delaware consisting solely of the CEO and the designees of the Holders of the Preferred Membership Interests, which committee shall have the sole and exclusive power and authority to evaluate and approve or reject any proposed related party transaction. 1.129 The definition of "Steering Committee" was modified to Under the original plan, the Steering Committee consisted remove Highland Capital Management, L.P., Marathon Asset of the Pre-Petition Agent, Barclays Bank PLC, Highland Management, LLC, from the committee and to include Capital Management, L.P., Marathon Asset Management, LLC, Cerberus Capital Management, L.P. Apollo Management, LP and Black Diamond Capital Management L.L.C. 1.132 (new) New Defined Term - Transferors. This term shall have the N/A meaning given in the Contribution Agreement attached to the Plan as Exhibit D. 1.134 (new) New Defined Term - Triggering Event. A determination by N/A the Bankruptcy Court that treating Class 6 Creditors and Class 7 Creditors as Class 5 Creditors is a change from the Original Plan that is materially adverse to Winget and the Transferors taken as a whole. 1.137 Modified Definition - The trustee of the Creditors' Original Definition - The trustee of the Creditors' Trust Trust as designated by the Creditors' Committee in as designated in the Trust Agreement. accordance with the Trust Agreement. 1.142 Modified Definition - Value of Extinguished Actions. The Original Definition - Value of Extinguished Actions. The value (after giving consideration to all defenses, value (after giving consideration to all defenses, counterclaims,
9 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ offsets or similar rights and litigation costs) of each counterclaims, offsets or similar rights and litigation Extinguished Action on an entity by entity basis as of costs) of each Extinguished Action on an entity by entity the Effective Date, determined either (i) by a basis as of the Effective Date, determined either (i) by Bankruptcy Rule 9019 settlement between the Debtors and, a Bankruptcy Rule 9019 settlement between the Debtors and subject to a Qualified Finding, the Creditors' the Transferred Winget Entities approved prior to the Committee, on the one hand, and the Transferred Winget Valuation Determination Date, or (ii) by the Bankruptcy Entities, on the other hand, approved prior to the Court in accordance with the Warrant Valuation Valuation Determination Date, or (ii) by the Bankruptcy Procedures. For purposes of determining the Value of the Court in accordance with the Warrant Valuation Extinguished Actions, defenses shall include the Procedures. For purposes of determining the Value of the consideration, to the extent relevant, of, among other Extinguished Actions, defenses shall include the things (a) Liens of the Pre-Petition Lenders on the consideration, to the extent relevant, of, among other assets subject to the Extinguished Actions, (b) any things (a) Liens of the Pre-Petition Lenders on the subrogation rights of the Transferred Winget Entities or assets subject to the Extinguished Actions, (b) any Winget subject to defenses, if any, and (c) the amount of subrogation rights of the Transferred Winget Entities or any Claims which would have priority over Class 5 Claims Winget subject to defenses, if any, and (c) the amount (to the extent that such priority claims do not reduce of any Claims which would have priority over Class 5 the positive balance, if any of the sum specified in Claims (to the extent that such priority claims do not (a)(i) above). reduce the positive balance, if any of the sum specified in (a)(i) above). 1.145 The definition of "Vendor Support Agreement" has been Original Definition - Vendor Support Agreement. An modified to require execution and delivery of the Vendor agreement substantially in the form of Exhibit G to the Support Agreement before the Voting Deadline. Plan pursuant to which a General Unsecured Creditor agrees to provide post-Confirmation credit on terms set forth in such agreement, including, without limitation, customary pricing terms, no less than net-60 day payment terms and credit limits no less than those which were in place as of January 1, 2002, to one or more of the Reorganized Debtors, which agreement shall be executed and delivered to the Reorganized Debtors on or before the
10 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Effective Date. 2.05 The classification of Class 5 General Unsecured Claims The classification of Class 5 General Unsecured Claims has been modified as follows: Class 5 consists of all under the original plan provided as follows: Class 5 Allowed General Unsecured Claims, including the Note consists of all Allowed General Unsecured Claims, Claims, provided, however, if a Triggering Event shall including the Note Claims, but excluding (i) Unsecured have occurred, Class 5 shall not include (i) Unsecured Convenience Claims and (ii) Vendor Support Claims. Class Convenience Claims and (ii) Vendor Support Claims. Class 5 is Impaired. 5 is Impaired. 2.06 The classification of Class 6 Vendor Support Claims has The classification of Class 6 Vendor Support Claims under been modified to reflect the following: If a Triggering the original plan provided as follows: Class 6 consists Event has occurred, Class 6 will be established and will of all Holders of Allowed General Unsecured Claims who consist of all Holders of Allowed General Unsecured opt to become Holders of Vendor Support Claims. Class 6 Claims who opt to become Holders of Vendor Support is Impaired. Claims. Class 6, to the extent there is one, will be Impaired. 2.07 The classification of Class 7 Unsecured Convenience The classification of Class 7 Unsecured Convenience Claims has been modified to reflect the following: If a Claims under the original plan provided as follows: Class Triggering Event has occurred, Class 7 will be 7 consists of all Allowed Unsecured Convenience Claims. established and will consist of all Allowed Unsecured Class 7 is Impaired. Convenience Claims. Class 7, to the extent there is one, will be Impaired. 3.03 Modified Provision -DIP Facility Claims. On the Original Definition - DIP Facility Claims. On the Effective Date, in full satisfaction of the DIP Facility Effective Date, in full satisfaction of the DIP Facility Claim, the DIP Facility Lenders shall receive (i) cash Claim, the DIP Facility Lenders shall receive (i) cash in in an amount equal to the then outstanding amount of an amount equal to the then outstanding amount of such such DIP Facility Claim (including all accrued and all DIP Facility Claim (including all accrued and all unpaid unpaid interest, fees and expenses) plus (ii) a interest, fees and expenses) plus (ii) a comprehensive comprehensive release of claims from the Debtors and in release of claims from the Debtors and in favor of each favor of the Post-Petition Agent, each DIP Facility DIP Facility Lender. Lender and their respective affiliates, professionals, agents, officers, directors and employees. 5.03 The treatment of Class 2 - Bank Pre-Petition Priority The treatment of Class 2 - Bank Pre-Petition Priority Claims
11 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ under the Plan has been modified as follows: The Bank Claims under the Plan was as follows: The Bank Pre-Petition Priority Claims, including all accrued and Pre-Petition Priority Claims, including all accrued and all unpaid interest, fees and expenses thereon, will be all unpaid interest, fees and expenses thereon, will be deemed to be Allowed Claims and, in full satisfaction of deemed to be Allowed Claims and, in full satisfaction of such Claims, the Disbursing Agent shall distribute to such Claims, will be paid in full in cash on the the Pre-Petition Agent (for the benefit of the Effective Date. Pre-Petition Lenders) the Bank Priority Senior Notes. Distributions to Holders of Class 2 Claims shall be subject in all respects to the terms of the Settlement Agreement. 5.04 The treatment of Class 3 - Bank Claims has been modified The treatment of Class 3 - Bank Claims under the original to reflect the following: The Bank Claims shall be plan was as follows: The Bank Claims shall be Allowed in Allowed in an amount equal to the sum of (i) the an amount equal to the sum of (i) the principal amount of principal amount of the Bank Claims (excluding the Bank the Bank Claims as of the Petition Date, plus all unpaid One, NA Claim and the Orix Claim) as of the Petition interest and fees accrued through the Petition Date, plus Date, plus all unpaid interest and fees accrued through (ii) all interest and fees (if any) to which the the Petition Date, plus (ii) all interest and fees (if Pre-Petition Lenders are entitled under Section 506(b) of any) to which the Pre-Petition Lenders are entitled the Bankruptcy Code. On the Effective Date, in full under Section 506(b) of the Bankruptcy Code. On the satisfaction of all of the obligations of the Debtors and Effective Date, in full satisfaction of all of the the Transferred Winget Entities in respect of the Bank obligations of the Debtors and the Transferred Winget Claims (including all Bank Secured Claims and all Bank Entities in respect of the Bank Claims (including all Adequate Protection Claims) and the Guaranties, the Bank Secured Claims and all Bank Adequate Protection Disbursing Agent shall distribute to the Pre-Petition Claims) and the Guaranties, the Disbursing Agent shall Agent (for the benefit of the Pre-Petition Lenders) and distribute to the Pre-Petition Agent (for the benefit of without further notice, application or hearing, (a) cash the Pre-Petition Lenders) and without further notice, in an amount equal to all interest accrued on the Bank application or hearing, (a) cash in an amount equal to Claims through the Effective Date plus all unreimbursed $7.5 million in interest accrued on the Bank Claims fees, costs and expenses incurred by the Pre-Petition through the Effective Date plus all unreimbursed fees, Agent through the Effective Date (regardless of whether costs and expenses incurred by the Pre-Petition Agent such through the Effective Date (regardless of whether such interest and fees are allowed, or allowable,
12 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ pursuant to Section 506(b) of the Bankruptcy Code), (b) interest and fees are allowed, or allowable, pursuant to the Excess Interest Note, (c) the Securities Fee Notes, Section 506(b) of the Bankruptcy Code), (b) cash in an (d) the Bank Senior Notes, and (e) the Bank Junior amount equal to 0.5% of the face amount of the Preferred Notes, and (f) the Preferred Membership Interests. To Membership Interests and the aggregate principal amount the extent the Bank One, NA Claim or the Orix Claim of the Bank Senior Notes and the Bank Junior Notes (c) become Allowed Claims, the principal amount of the Bank the Bank Senior Notes, (d) the Bank Junior Notes, and (e) Senior Notes shall be increased by the Allowed amount of the Preferred Membership Interests. In addition, on the the Bank One, NA Claim and the Orix Claim to the extent Effective Date: (1) the Pre-Petition Lenders shall be no otherwise already included in the Allowed Bank released from any and all claims held by the Debtors, (2) Claims. In addition, on the Effective Date: (1) each the letters of credit outstanding prior to the Petition Date Pre-Petition Lender, the Pre-Petition Agent, and shall be cancelled and/or assumed and deemed issued under their respective affiliates, professionals, agents, the Exit Financing Facility, (3) all pre-petition liens officers, directors and employees shall be released from on property of the Debtors held by or on behalf of the any and all claims held by the Debtors, (2) letters of Pre-Petition Lenders shall survive the Effective Date and credit outstanding prior to the Petition Date shall be shall secure the obligations evidenced by the Bank Senior cancelled and/or assumed and deemed issued under the Notes and the Bank Junior Notes, but such liens shall be Exit Financing Facility, (3) all pre-petition liens on subordinate in priority to the liens granted to secure property of the Debtors held by or on behalf of the payment of the Exit Financing Facility and shall be Pre-Petition Lenders shall survive the Effective Date subject to the Subordination Agreement, (4) all and shall secure the obligations evidenced by the Bank Guaranties executed by the Debtors (and their direct and Senior Notes, the Securities Fee Notes, the Excess indirect subsidiaries) in favor of the Pre-Petition Interest Notes and the Bank Junior Notes, but such liens Lenders shall be replaced by the Guaranties executed in shall be subordinate in priority to the liens granted to connection with the Restructured Credit Agreement, and secure payment of the Exit Financing Facility and shall (5) the obligations evidenced by the Bank Senior Notes be subject to the Subordination Agreement, (4) all and the Bank Junior Notes shall further be secured by the Guaranties executed by the Debtors (and their direct liens more specifically described in the Restructured and indirect subsidiaries) in favor of the Pre-Petition Credit Agreement. The Pre-Petition Lenders shall be Lenders shall be replaced by the Guaranties executed in entitled to retain all payments made to the Pre-Petition connection with the Restructured Credit Agreement, and Lenders prior (5) the obligations evidenced by the Bank Senior Notes, the Securities Fee Notes,
13 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ the Excess Interest Notes and the Bank Junior Notes to the Effective Date. Guaranties executed by the shall further be secured by the liens more specifically Transferred Winget Entities, together with the Liens and described in the Restructured Credit Agreement. The security interests granted by the Transferred Winget Pre-Petition Lenders shall be entitled to retain all Entities to secure repayment of such Guaranty payments made to the Pre-Petition Lenders prior to the obligations, shall be replaced by the Liens, Guaranties Effective Date. Guaranties executed by the Transferred and other rights granted to the Pre-Petition Lenders Winget Entities, together with the Liens and security under the Restructured Credit Agreement and the ancillary interests granted by the Transferred Winget Entities to documents executed in connection therewith. Guaranties secure repayment of such Guaranty obligations, shall be executed by the Retained Entities and Winget in favor of replaced by the Liens, Guaranties and other rights the Pre-Petition Lenders, together with the Liens and granted to the Pre-Petition Lenders under the security interests granted by the Retained Entities and Restructured Credit Agreement and the ancillary Winget to secure repayment of such Guaranty obligations, documents executed in connection therewith. Guaranties shall be released and discharged upon the Effective Date. executed by the Retained Entities and Winget in favor of the Pre-Petition Lenders, together with the Liens and security interests granted by the Retained Entities and Winget to secure repayment of such Guaranty obligations, shall be released and discharged upon the Effective Date. Distributions to Holders of Class 3 Claims shall be subject in all respects to the terms of the Settlement Agreement. 5.05 The Plan provision regarding Class 5 - General Unsecured Treatment of Original Class 5 - General Unsecured Claims Claims has been modified to subject the original pursuant to Original Plan is as follows: Each Holder of treatment of such claims to the terms of the Settlement an Allowed Class 5 Claim shall be entitled to receive, in Agreement. full satisfaction of such Claim, its respective Pro Rata distribution of Trust Assets from the Creditors' Trust (subject to any contractual subordination provisions, including the subordination provisions referenced in Section 8.14 of the Plan). The Trust Assets includes the Creditors' Warrant, which will be valued as follows: Each Allowed Claim in Class 5 shall be entitled to receive
14 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ its Pro Rata share of the Common Membership Interests in Venture Delaware represented by the following formula (the "Warrant Valuation Formula"): (i) Numerator: (A) the sum of (I) Value of Debtors, plus (II) Value of Venture B Assets, to the extent that such sum exceeds the aggregate amount of Allowed Claims in Classes 2 and 3 and other Claims which would have priority over Class 5 Claims. In the event the sum is less than zero, the sum shall be deemed to be zero. Plus: (A) Value of Extinguished Actions. (i) Denominator: Value of Reorganized Venture Warrant Valuation Procedures. On or before the hearing on the Disclosure Statement, the Debtors shall file a procedures motion with the Bankruptcy Court describing the procedures by which the Bankruptcy Court shall determine, as necessary, the Value of the Extinguished Actions, Value of the Venture B Assets, Value of Debtors and Value of Reorganized Venture (the "Warrant Valuation Procedures"). 5.06 Class 6 - Vendor Support Claims has been modified to The original plan provided for Class 6 - Vendor Support reflect the following treatment under the Plan: If a Claims to be treated as follows: Each Holder of an Triggering Event shall have occurred, each Holder of an Allowed Class 5 Claim who (i) provided goods or services Allowed Class 5 Claim who (i) provided goods or services to the Debtors prior to the Petition Date, (ii) elects, to the Debtors prior to the Petition Date, (ii) elects, on its ballot, to agree to a Vendor Support Agreement and on its ballot, to agree to a Vendor Support Agreement (iii) executes and delivers a Vendor Support Agreement, and (iii) executes and delivers a Vendor Support shall receive, in lieu of the treatment such Claim would Agreement, shall receive, in lieu of the treatment such
15 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Claim would otherwise receive as an Allowed General otherwise receive as an Allowed General Unsecured Claim, Unsecured Claim, in full satisfaction of such Claim, in full satisfaction of such Claim, cash in an amount cash in an amount equal to 50% of its Allowed General equal to 50% of its Allowed General Unsecured Claim, Unsecured Claim, which shall be paid in ten (10) monthly which shall be paid in ten (10) monthly installments installments equal to 5% of such Allowed Claim, equal to 5% of such Allowed Claim, beginning on the first beginning on the first Business Day of the 4th full Business Day of the 4th full month following the month in month following the month in which the Effective Date which the Effective Date occurs and continuing on the occurs and continuing on the first Business Day of each first Business Day of each month thereafter until such month thereafter until such Allowed Claim is paid 50% of Allowed Claim is paid 50% of the Allowed General the Allowed General Unsecured Claim. In the event, Unsecured Claim. In the event, however, that the however, that the Bankruptcy Court concludes that the Bankruptcy Court concludes that the foregoing treatment foregoing treatment renders the Plan unfairly renders the Plan unfairly discriminatory in relation to discriminatory in relation to other non-accepting other non-accepting classes of unsecured creditors (if classes of unsecured creditors (if any), then Holders of any), then Holders of the Vendor Support Claims shall be the Vendor Support Claims shall be deemed to be included deemed to be included in (and to receive the treatment in (and to receive the treatment prescribed for) Class 5 prescribed for) Class 5 General Unsecured Claims and General Unsecured Claims and their vote in Class 6 shall their vote in Class 6 shall not count. In addition to not count. In addition to their votes in Class 6, their votes in Class 6, Holders of Vendor Support Claims Holders of Vendor Support Claims are entitled to vote are entitled to vote upon the treatment prescribed for upon the treatment prescribed for Class 5 General Class 5 General Unsecured Claims and such votes (i) shall Unsecured Claims and such votes (i) shall be counted in be counted in the event that the Class 6 treatment is the event that the Class 6 treatment is determined to determined to have rendered the Plan unfairly have rendered the Plan unfairly discriminatory, and (ii) discriminatory, and (ii) shall not be counted to the shall not be counted to the extent the Class 6 treatment extent the Class 6 treatment is approved. is approved. Unless and until the Triggering Event shall have occurred, Holders of Class 5 Claims that otherwise would be entitled to be Class 6 Claims and receive the treatment described in this Section 5.06 as a result of satisfying the conditions provided herein for receiving Class 6 treatment shall be treated as Class 5 Creditors and shall be entitled to receive distributions made
16 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ to Class 5 Creditors and therefore shall be entitled to vote on the treatment afforded Class 5 Creditors. 5.07 The treatment of Class 7 - Unsecured Convenience Claims Treatment of Class 7 - Unsecured Convenience Claims has been modified to reflect the following: If a pursuant to the Original Plan is as follows: All Allowed Triggering Event shall have occurred, all Allowed Unsecured Convenience Claims shall be paid not later than Unsecured Convenience Claims shall be paid not later 120 days after the Effective Date, in full satisfaction than 120 days after the Effective Date, in full of such Claims, cash equal to 75% of the Allowed Claims. satisfaction of such Claims, cash equal to 75% of the Allowed Claims. Notwithstanding the foregoing, unless and until a Triggering Event shall have occurred, Holders of Class 7 Claims shall be treated as Class 5 Creditors and in addition to voting as Class 7 Creditors shall be entitled to vote as Class 5 Creditors and receive distributions made to Class 5 Creditors to the extent such Claims are Allowed. 6.03 Modified Plan Provision - Agreements on the Effective Original Plan Provision - Agreements on the Effective Date. In order to implement the Plan, the Debtors Date. In order to implement the Plan, the Debtors anticipate that the following agreements, among others anticipate that the following agreements, among others (each of which shall be a Reorganization Document), will (each of which shall be a Reorganization Document), will be executed or implemented, on or prior to the Effective be executed or implemented, on or prior to the Effective Date: (a) the Exit Financing Facility; (b) the Date: (a) the Exit Financing Facility; (b) the Restructured Credit Agreement; (c) the Bank Priority Restructured Credit Agreement; (c) the Bank Senior Notes; Senior Notes; (d) the Securities Fee Notes; (e) the (d) the Bank Junior Notes; (e) the Trust Agreement; (f) Excess Interest Notes; (f) the Bank Senior Notes; (g) the Contribution Agreement; (g) the Creditors' Warrant; the Bank Junior Notes; (h) the Trust Agreement; (i) the (h) the Preferred Membership Interests; (i) the Common Contribution Agreement; (j) the Creditors' Warrant; (k) Membership Interests; (j) the New Leases; (k) the the Preferred Membership Interests; (l) the Common Employment Agreements; (l) the Subordination Agreement; Membership Interests; (m) the New Leases; (n) the (m) the Certificate of Formation; (n) the Amended Employment Agreements; (o) the Subordination Agreement; Operating Agreement; (o) the Operating (p) the Certificate of Formation; (q) the Amended Operating Agreement; (r) the Operating
17 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Agreement; and (s) all other documents necessary Agreement; (p) the Registration Rights Agreement; and (q) to effectuate the Plan. all other documents necessary to effectuate the Plan. All of the above documents shall be (a) filed by the All of the above documents shall be (a) filed by the Debtors with the Bankruptcy Court not later than twenty Debtors with the Bankruptcy Court not later than twenty (20) days before the commencement of the Confirmation (20) days before the commencement of the Confirmation Hearing unless otherwise specified herein, and (b) Hearing unless otherwise specified herein, and (b) reasonably satisfactory to Winget, the Steering reasonably satisfactory to Winget, the Steering Committee Committee and the Debtors. Subject to a Qualified and the Debtors. Finding, the Steering Committee and the Debtors will support any modifications to the above documents proposed by the Creditors Committee that are reasonably acceptable to the Steering Committee and the Debtors. 6.07 Modified Plan Provision - Board. Prior to the Conversion Treatment of Board pursuant to Original Plan. Prior to Date, the Board of Venture Delaware shall consist of the Conversion Date, the Board of Venture Delaware shall seven (7) members. The Chief Executive Officer will consist of seven (7) members. The Chief Executive Officer serve as a director. Holders of Common Membership will serve as a director. Holders of Common Membership Interests will be entitled to designate three (3) Interests will be entitled to designate three (3) directors, two (2) of whom will be Independent Directors directors, two (2) of whom will be Independent Directors and one (1) of whom shall be Winget or his designee, who and one (1) of whom shall be Winget or his designee, who will act as Chairman of the Board; provided, however, will act as Chairman of the Board. Holders of the that Winget shall only serve on the Board of Venture Preferred Membership Interests will be entitled to Delaware and be entitled to be Chairman of the Board to designate three (3) directors, each of whom will be the extent provided in the Operating Agreement. Holders Independent Directors. At least three (3) Business Days of the Preferred Membership Interests will be entitled prior to the deadline for filing objections to to designate three (3) directors, two of whom will be confirmation of the Plan, the Steering Committee and Independent Directors. At least three (3) Business Days Winget shall file certificates with the Bankruptcy Court prior to the deadline for filing objections to identifying those individuals proposed to serve as Board confirmation of the Plan, the Steering Committee and members, or the means by which such individuals will be Winget shall file certificates with the Bankruptcy Court selected. Each identifying those individuals proposed to
18 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ serve as Board members, or the means by which such such director shall serve from and after the Effective individuals will be selected. Each such director shall Date pursuant to the terms of the Certificate of serve from and after the Effective Date pursuant to the Formation, the Operating Agreement and applicable law. In terms of the Certificate of Formation, the Operating the event the Preferred Membership Interests have not Agreement and applicable law. In the event the Preferred been redeemed by the Conversion Date, the Holders of the Membership Interests have not been redeemed by the Preferred Membership Interests shall be entitled expiration of the Option A Period, the Holders of the immediately and until such time as the Preferred Preferred Membership Interests shall be entitled Membership Interests are redeemed in full, including immediately and until such time as the Preferred accrued and unpaid dividends thereon, to (i) achieve Membership Interests are redeemed in full, including voting control of the Board for all purposes by replacing accrued and unpaid dividends thereon, to (i) achieve directors, electing additional directors and/or taking voting control of the Board for all purposes by such other steps as shall be satisfactory to the Steering replacing directors, electing additional directors Committee, and (ii) achieve voting control of the voting and/or taking such other steps as shall be satisfactory equity interests of Venture Delaware for all purposes in to the Steering Committee, and (ii) achieve voting a manner satisfactory to the Steering Committee. control of the voting equity interests of Venture Delaware for all purposes in a manner satisfactory to the Steering Committee. 6.08 Modified Plan Provision - Officers. Venture Delaware's Original Plan Provision -Officers. Venture Delaware's Senior Management (i) shall be acceptable to the Senior Management (i) shall be acceptable to the Steering Steering Committee (which, subject to a Qualified Committee and Winget, and (ii) shall become employed by Finding, shall consult with the Creditors' Committee) Venture Delaware no later than the Effective Date and Winget, and (ii) shall become employed by Venture pursuant to employment agreements, including the Delaware no later than the Effective Date pursuant to Employment Agreements that are reasonably acceptable to employment agreements, including the Employment the Exit Lenders, the Steering Committee and Winget. The Agreements that are reasonably acceptable to the Exit other officers of the Debtors immediately prior to the Lenders, the Steering Committee and Winget. The other Effective Date shall serve as the officers of the officers of the Debtors immediately prior to the Reorganized Venture until their successors are duly Effective Date shall serve as the officers of the appointed in accordance with applicable law. Each officer Reorganized Venture until their successors are duly shall serve from and after the Effective Date pursuant to appointed in accordance with applicable law. Each the terms of the Certificate of Formation, the Operating officer shall serve from and after the Effective Date pursuant to the terms of the Certificate of Formation, the Operating
19 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Agreement and applicable law. Agreement and applicable law. 6.17 Modified Plan Provision - Disbanding of Creditors Original Plan Provision - Disbanding of Creditors Committee. On the later of the Effective Date and the Committee. On the Effective Date, the Creditors' date on which the Oversight Committee is formed, the Committee will be disbanded. Neither Reorganized Venture Creditors' Committee will be disbanded. Neither nor the Creditors' Trust will be responsible for any fees Reorganized Venture nor the Creditors' Trust will be or expenses of the Creditors' Committee, or of its responsible for any fees or expenses of the Creditors' professionals and agents, incurred after the Effective Committee, or of its professionals and agents, incurred Date unless otherwise ordered by the Bankruptcy Court. after the Effective Date unless otherwise ordered by the Bankruptcy Court. 7.01 The Plan has been modified to provide that the Original Plan Provision - Appointment of Trustee. The Creditors' Committee shall have until the Effective Date Trustee for the Creditors' Trust shall be appointed by to Appoint a Trustee for the Creditors' Trust. the Creditors' Committee on the Effective Date. A notice shall be filed no later than the ten (10) days prior to the Confirmation Hearing Date designating the Person who is selected to serve as Trustee. 7.05 Interests in Creditors' Trust. The Plan has been Original Plan Provision - Interests in Creditors' Trust. modified to allow only the Trustee to amend the Trust Interests in the Creditors' Trust shall be uncertificated Agreement according to its terms and only to the extent and shall be non-transferable except by operation of law. necessary to ensure that the Creditors' Trust will not Holders of interests in the Creditors' Trust shall have become subject to the Exchange Act. no voting rights with respect to such interests. The Creditors' Trust will have a term of three (3) years from the Effective Date, without prejudice to the rights of the Oversight Committee to extend such term conditioned upon the Creditors' Trust not then becoming subject to the Exchange Act or changing its tax status. The terms of the Trust Agreement may be amended by the Trustee or the Debtors to the extent necessary to ensure that the Creditors' Trust will not become subject to the Exchange
20 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Act. 7.10 Modified Plan Provision - Cooperation; Access. Original Plan Provision Cooperation; Access. Reorganized Reorganized Venture shall reasonably cooperate with the Venture shall reasonably cooperate with the Trustee in Trustee and the Oversight Committee in pursuing pursuing Avoidance Actions and Winget Actions and shall Avoidance Actions and Winget Actions and shall afford afford reasonable access during normal business hours, reasonable access during normal business hours, upon upon reasonable notice, to personnel and books and reasonable notice, to personnel and books and records of records of the Reorganized Debtors to representatives of the Reorganized Debtors to representatives of the the Creditors' Trust to enable the Trustee to perform the Creditors' Trust to enable the Trustee and the Oversight Trustee's duties under the Trust Agreement. Reorganized Committee to perform the Trustee's duties under the Venture shall not be required to incur any expenses in Trust Agreement. Reorganized Venture shall not be connection with the Creditors' Trust absent reimbursement required to incur any expenses in connection with the from the Creditors' Trust. The Bankruptcy Court retains Creditors' Trust absent reimbursement from the jurisdiction to determine the reasonableness of a request Creditors' Trust. The Bankruptcy Court retains of assistance and/or a related expenditure. Any requests jurisdiction to determine the reasonableness of a for assistance shall not interfere with Reorganized request of assistance and/or a related expenditure. Any Venture's business operations. requests for assistance shall not materially interfere with Reorganized Venture's business operations. 7.14 (New) New Plan Provision - Effect of Settlement Agreement. The N/A provisions in this Article VII governing the Creditors' Trust are subject in all respects to the terms of the Settlement Agreement. 8.01 Modified Plan Provision - Disbursements. The Disbursing Original Plan Provision - Disbursements. The Disbursing Agent will make all distributions required under this Agent will make all distributions required under this Plan except with respect to (i) the Creditor's Trust Plan except with respect to (i) the Creditor's Trust which shall be made by the Trustee and (ii) the Claims which shall be made by the Trustee and (ii) the Claims of of the Pre-Petition Lenders, which distributions shall the Pre-Petition Lenders, which distributions shall be be made by the Disbursing Agent to the Pre-Petition made by the Disbursing Agent to the Pre-Petition Agent. Agent. Distributions shall be made at the times provided Distributions shall be made at the times provided herein herein or as otherwise ordered by the Bankruptcy Court. or as otherwise ordered by the Bankruptcy Court. Notwithstanding anything herein to the contrary, the Notwithstanding anything herein to the contrary, the Trustee shall not distribute the Creditors' Warrant Trustee shall not
21 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ or any Common Membership Interests obtained upon distribute the Creditors' Warrant or any Common exercise of the Creditors' Warrant absent consent of the Membership Interests obtained upon exercise of the Venture Delaware, Winget and the holders of the Creditors' Warrant absent consent of the Venture Preferred Membership Interests; which consent, subject Delaware, Winget and the holders of the Preferred to a Qualified Finding, shall not be unreasonably Membership Interests. withheld, or, subject to a Qualified Finding, by order of a court of competent jurisdiction. 8.04 Modified Plan Provision - Delivery of Distributions. Original Plan Provision - Delivery of Distributions. Distributions to Holders of Allowed Claims shall be made Distributions to Holders of Allowed Claims shall be made by the Disbursing Agent or the Trustee (a) at the by the Disbursing Agent (a) at the addresses set forth on addresses set forth on the proofs of claim filed by such the proofs of claim filed by such Holders (or at the last Holders (or at the last known addresses of such Holders known addresses of such Holders if no proof of claim is if no proof of claim is filed or if the Debtors have filed or if the Debtors have been notified in writing of been notified in writing of a change of address), (b) at a change of address), (b) at the addresses set forth in the addresses set forth in any written notices of any written notices of address changes delivered to the address changes delivered to the Disbursing Agent or Disbursing Agent after the date of any related proof of Trustee after the date of any related proof of claim, or claim, or (c) at the addresses reflected in the Schedules (c) at the addresses reflected in the Schedules if no if no proof of claim has been filed and the Disbursing proof of claim has been filed and the Disbursing Agent Agent has not received a written notice of a change of or Trustee, as applicable, has not received a written address. If any Creditor's distribution is returned as notice of a change of address. If any Creditor's undeliverable, no further distribution to such Creditor distribution is returned as undeliverable, no further shall be made unless and until the Disbursing Agent is distribution to such Creditor shall be made unless and notified of such Creditor's then-current address, at until the Disbursing Agent or Trustee, as applicable is which time all missed distributions shall be made to such notified of such Creditor's then-current address, at Creditor without interest. Amounts in respect of which time all missed distributions shall be made to undeliverable distributions shall be returned to the such Creditor without interest. Any undeliverable Cash Reorganized Debtors or the (including dividends or other distributions on account of undeliverable Membership Interests) will be held in a segregated bank account in the name of the Disbursing Agent or Trustee, as applicable, for the benefit of the potential claimants of such funds. The
22 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Disbursing Agent holding undeliverable Cash will invest Creditors' Trust, as applicable, until such distributions such Cash in a manner consistent with Reorganized are claimed. All funds or other undeliverable Venture's investment and deposit guidelines. An distributions returned to the Reorganized Debtors or the undeliverable Common Membership Interest will be Creditors' Trust, as applicable, and not claimed within allocated to the reserve created pursuant to Section six (6) months of return shall be distributed to the 8.05 of the Plan for the benefit of the potential other Creditors of the Class of which the Creditor to claimants of such securities. Prior to closing of the whom the distribution was originally made is a member in Chapter 11 Case, on each anniversary of the Effective accordance with the provisions of the Plan applicable to Date that undeliverable distributions are being held on distributions to that Class. Upon such reversion, the behalf of holders of Claims, the Disbursing Agent or Claim of any Creditor or their successors with respect to Trustee, as applicable, will file with the Bankruptcy such property shall be discharged and forever barred Court a list identifying all such holders. Promptly notwithstanding any federal or state escheat laws to the after the last day of each fiscal quarter, the contrary Nothing contained in the Plan shall require the Disbursing Agent or Trustee will make all distributions Disbursing Agent or the Trustee to attempt to locate any that become deliverable to holders of Allowed Claims Creditor holding an Allowed Claim during the preceding calendar quarter. Each such distribution will include, to the extent applicable, a Pro Rata share of dividends or other distributions, if any (in each case, net of applicable taxes, if any, payable by the Trustee in respect thereof), that were previously paid by the Trustee in respect of any Membership Interests included in such distribution. Any holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an undeliverable distribution to be made by the Disbursing Agent or the Trustee, as applicable, within two years after the Effective Date will have its claim for such undeliverable distribution discharged and will be forever barred from asserting any such claim against the Debtors, Reorganized Venture, the Disbursing Agent, the Creditors' Trust, the Trustee or their property. In such
23 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ cases with respect to Allowed Class 5 Claims (i) Common Membership Interests and Cash will be retained for redistribution to holders of Allowed Class 5 Claims, and (ii) for purposes of this redistribution, each Allowed Claim for which such distributions are undeliverable will be deemed disallowed in its entirety. In such cases with respect to Allowed Claims in any other Class, unclaimed Cash will become property of Reorganized Venture, free of any restrictions thereon. Nothing contained in the Plan will require any Debtor or Disbursing Agent or Trustee to attempt to locate any holder of an Allowed Claim 8.07 (New) New Plan Provision - Discharge and Cancellation of Old N/A On the Effective Date, except as otherwise provided herein, Old Notes shall be deemed extinguished, cancelled and of no further force or effect, and the obligations of the Debtors thereunder shall be discharged, in each case without any further act or action under any applicable agreement, law, regulation, order or rule and without any further action on the part of the Bankruptcy Court or any Person. 8.14 Modified Plan Provision - Recognition and Settlement of Original Plan Provision - Continued Enforcement of Subordination Provisions. Pursuant to the terms of Subordination Provisions. The Trustee shall comply with any request by the Indenture Trustee to enforce the
24 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ the Old Senior Notes Indentures and the Old Subordinated subordination provisions under the Old Subordinated Notes Notes Indenture, holders of the Old Senior Notes have for the benefit of Holders of the Old Senior Notes by Claims that are contractually senior to the Claims of remitting distributions otherwise payable to Holders of the holders of Old Subordinated Notes. As such, the Old the Old Junior Notes, Pro Rata, to Holders of Old Senior Subordinated Notes are subordinated to the Old Senior Notes. Notes. In recognition and settlement of claims relating to the contractual subordination of the Old Subordinated Notes to the Old Senior Notes in the Old Subordinated Notes Indenture, the holders of Old Subordinated Notes shall receive Distributions from the Creditors' Trust equal to 10% of what they would have otherwise received if the contractual subordination provisions contained in the Old Subordinated Notes Indenture were not enforced; and the remaining 90% of what they would have otherwise received if the contractual subordination provisions contained in the Old Subordinated Notes Indenture were not enforced shall be distributed to the holders of the Old Senior Notes only and not to any other holder of Class 5 Claims. Subject to the foregoing, each holder of a Class 5 Claim shall be entitled to receive in full satisfaction of such Claim its respective Pro Rata Distribution of Trust Assets from the Creditors' Trust.
25 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ 10.01 The Conditions Precedent to Confirmation have been Conditions Precedent to Confirmation pursuant to the modified to include the condition that the Settlement Original Plan. The following are conditions precedent to Agreement shall have been approved. the Confirmation of the Plan: (a) The Bankruptcy Court shall have approved Disclosure Statement. (b) The Confirmation Order shall be in form and substance as provided for in the Contribution Agreement. (c) The Contribution Agreement shall be in full force and effect without modification except as permitted thereby. 10.02 Modified Plan Provision - Conditions Precedent to Conditions Precedent to Effectiveness pursuant to the Effectiveness. Notwithstanding any other provision of Original Plan. Notwithstanding any other provision of the the Plan or the Confirmation Order, the Effective Date Plan or the Confirmation Order, the Effective Date of the of the Plan shall not occur, and the Plan shall not be Plan shall not occur, and the Plan shall not be binding binding on any party, unless and until each of the on any party, unless and until each of the following following conditions has been satisfied or waived, in conditions has been satisfied or waived, in accordance accordance with Section 10.04, in writing by the with Section 10.04, in writing by the Debtors: (a) The Debtors: (a) The Confirmation Order shall have been Confirmation Order shall have been entered and shall not entered and shall not have been vacated or stayed. (b) have been vacated or stayed. (b) The closing and an The closing and an initial funding shall have occurred initial funding shall have occurred under the Exit under the Exit Financing Facility and all conditions Financing Facility and all conditions precedent to the precedent to the consummation thereof (other than the consummation thereof (other than the occurrence of the occurrence of the Effective Date of the Plan) shall have Effective Date of the Plan) shall have been waived or been waived or satisfied in accordance with the terms satisfied in accordance with the terms thereof. (c) All thereof. (c) All Reorganization Documents shall have Reorganization Documents shall have been delivered and been executed and delivered and all conditions precedent all conditions precedent thereto shall have been thereto shall have been satisfied or waived; (d) All satisfied or waived; (d) All other actions, documents and other actions, documents and agreements necessary to agreements necessary to implement the Plan as of the implement the Plan as of the Effective Date shall have Effective Date shall have been executed as necessary, delivered and all conditions precedent thereto shall
26 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ have been satisfied or waived; (e) The Contribution been delivered and all conditions precedent thereto shall Agreement shall be in full force and effect and no have been satisfied or waived; (e) The Contribution party thereto shall be in breach or default of the Agreement shall be in full force and effect and no party terms thereof and the transactions contemplated thereby thereto shall be in breach or default of the terms shall have been consummated; (f) The Steering thereof; (f) The Steering Committee, Winget, Venture Committee, Winget, Venture Delaware and the Delaware and the Pre-Petition Agent shall have approved Pre-Petition Agent shall have approved the terms of the the terms of the Employment Agreement; (g) The Debtors Employment Agreement; (g) The Debtors shall have shall have sufficient cash to make distributions required sufficient cash to make distributions required under under the Plan on the Effective Date, including, but not the Plan on the Effective Date, including, but not limited to, the cash payment to the Pre-Petition Lenders limited to, requisite cash payments to the Pre-Petition and the DIP Facility Claim; and (h) The Warrant Valuation Lenders and on account of the DIP Facility Claim; (h) Procedures shall be approved by the Bankruptcy Court. The Oversight Committee shall have been formed; (i) The Creditors' trust shall have been established and be functioning; (j) The Warrant Valuation Procedures shall be approved by the Bankruptcy Court; and (k) The Settlement Agreement shall have been approved by the Bankruptcy Court and the transactions contemplated thereby, including the execution and delivery of all necessary documentation, shall have been consummated. 10.03 Modified Plan Provision - Effect of Failure of Original Plan Provision - Effect of Failure of Conditions Conditions to Effective Date. In the event that one or to Effective Date. In the event that one or more of the more of the conditions set forth in Section 10.02 has conditions set forth in Section 10.02 has not occurred or not occurred or duly been waived by the Debtors, Winget, duly been waived by the Debtors, Winget and the Steering the Steering Committee and, subject to a Qualified Committee pursuant to Section 10.04 of the Plan on or Finding, the Creditors' Committee, pursuant to Section before One Hundred Twenty (120) days after the 10.04 of the Plan on or before One Hundred Twenty (120) Confirmation Date, upon notification submitted by the days after the Confirmation Date, upon notification Debtors to the Bankruptcy Court, (a) the Confirmation submitted by the Debtors to the Bankruptcy Court, (a) Order shall be vacated, (b) no distributions under the the Confirmation Order shall be vacated, (b) no Plan distributions under
27 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ the Plan shall be made, (c) the Debtors and all Holders shall be made, (c) the Debtors and all Holders of Claims of Claims and Interests shall be restored to the status and Interests shall be restored to the status quo ante as quo ante as of the day immediately preceding the of the day immediately preceding the Confirmation Date as Confirmation Date as though Confirmation never occurred, though Confirmation never occurred, and (d) the parties' and (d) the parties' respective obligations with respect respective obligations with respect to the Claims and to the Claims and Interests shall remain unchanged and Interests shall remain unchanged and nothing contained nothing contained herein shall constitute or be deemed a herein shall constitute or be deemed a waiver or release waiver or release of any Claims or Interests by or of any Claims or Interests by or against the Debtors or against the Debtors or any other person in any further any other person in any further proceeding involving any proceeding involving any Debtor. Debtor. 10.04 Modified Plan Provision - Waiver of Conditions. The Original Plan Provision -Waiver of Conditions. The Debtors may (with the consent of Winget, the Steering Debtors may (with the consent of Winget and the Steering Committee and, subject to a Qualified Finding, the Committee), but shall have no obligation to, waive any Creditors' Committee), but shall have no obligation to, conditions set forth in Section 10.02, without notice and waive any conditions set forth in Section 10.02, without without leave of or order of the Bankruptcy Court. To be notice and without leave of or order of the Bankruptcy effective, any such waiver shall be in writing and signed Court. To be effective, any such waiver shall be in by the Debtors, or shall be a stipulation on the record writing and signed by the Debtors, or shall be a in this Case of which a transcript is made. stipulation on the record in this Case of which a transcript is made. 11.05 The release by Debtors contained in the Plan has been The release by Debtors contained in the Original Plan. On modified to reflect the following: Effective as of the the Effective Date, the Debtors, hereby waive, release, Effective Date, the Debtors, agree to waive, release, and discharge all of the Debtors' shareholders, members, and discharge all of the Debtors' shareholders, members, directors and officers, employees, agents, managers, directors and officers, employees, agents, managers, advisors, attorneys or representatives (in their capacity advisors, attorneys or representatives (in their as such and in no other capacity) (the "Released capacity as such and in no other capacity) from all Parties"), from all liability based upon any act or liability based upon any act or omission related to omission related to post-petition service with, for, or post-Petition Date service with, for, or on behalf of on behalf of the Debtors or their Affiliates through and the Debtors or their Affiliates through and including including the Effective Date. The immediately preceding the Effective Date. Subject to a Qualified Finding, on sentence shall not, the
28 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ Effective Date, the Debtors agree to waive, release and however, apply to (i) any indebtedness of any Person to discharge the Creditors' Committee and its members, each any Debtor for money borrowed by such Person, (ii) any members' directors, officers, employees, and agents and setoff or counterclaim that a Debtor may have or assert the Creditors' Committee's advisors, attorneys or against any Person, provided that the aggregate amount representatives (in their capacity as such and in no thereof shall not exceed the aggregate amount of any other capacity) from all liability based upon any act or Claims held or asserted by such Person against such omission related to post-Petition Date service with, Debtor, (iii) any garnishments; and (iv) any of the for, or on behalf of the Creditors' Committee through Retained Actions. and including the Effective Date. Notwithstanding any provision of the Plan to the contrary, the forgoing releases shall not apply to (i) any indebtedness of any Person to any Debtor for money borrowed by such Person, (ii) any setoff or counterclaim that a Debtor may have or assert against any Person, provided that the aggregate amount thereof shall not exceed the aggregate amount of any Claims held or asserted by such Person against such Debtor, and (iii) any garnishments. Notwithstanding any provision of the Plan to the contrary, the releases contained in section 11.05 of the Plan shall not be construed as or operate as a release of avoidance actions or a release of, or limitation on objections to Claims. 14.02 The Plan has been modified to provide that Revocation or Original Plan Provision - Revocation or Withdrawal of the Withdrawal of the Plan. The Debtors, with the consent of Plan. The Debtors, with the consent of the Steering the Steering Committee, Winget and subject to a Committee and Winget reserve the right to revoke or Qualified Finding, the Creditors' Committee, reserve the withdraw the Plan prior to the Confirmation Date. If the right to revoke or withdraw the Plan prior to the Debtors so revoke or withdraw the Plan, then the Plan Confirmation Date. If the Debtors so revoke or withdraw shall be null and void and, in such event, nothing the Plan, then the Plan shall be null and void and, in contained herein shall be deemed to constitute a waiver such event, nothing contained herein shall be deemed to or release of any Claims by or against, or any Interests constitute a waiver or release of any Claims by or in,
29 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ against, or any Interests in, any Debtor or any other any Debtor or any other Person or to prejudice in any Person or to prejudice in any manner the rights of any manner the rights of any Debtor or any Person in any Debtor or any Person in any further proceedings further proceedings involving any Debtor. involving any Debtor. 14.05 Modified Provision - Modification of the Plan and Original Provision - Modification of the Plan and Amendments. Subject to any limitations in the Amendments. Subject to any limitations in the Contribution Agreement, the Debtors may alter, amend, or Contribution Agreement, the Debtors may alter, amend, or modify the Plan or any exhibits thereto under Section modify the Plan or any exhibits thereto under Section 1127(a) of the Bankruptcy Code at any time prior to the 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Hearing subject to the prior consent of the Confirmation Hearing subject to the prior consent of the Steering Committee and, subject to a Qualified Finding, Steering Committee. Subject to any limitations in the the Creditors' Committee. Subject to any limitations in Contribution Agreement, after the Confirmation Date and the Contribution Agreement, after the Confirmation Date prior to the Effective Date, the Debtors may, under and prior to the Effective Date, the Debtors may, under Section 1127(b) of the Bankruptcy Code, institute Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, or omission or reconcile any inconsistencies in the the Disclosure Statement or the Confirmation Order, and Plan, the Disclosure Statement or the Confirmation such matters as may be necessary to carry out the Order, and such matters as may be necessary to carry out purposes and effects of the Plan, subject to the prior the purposes and effects of the Plan, subject to the consent of the Steering Committee. prior consent of the Steering Committee and, subject to a Qualified Finding, the Creditors' Committee. 14.09 Modified Provision - Exculpation. The Debtors, Venture Original Plan Provision - Exculpation. The Debtors, Delaware, the Indenture Trustee, the Pre-Petition Agent, Venture Delaware, the Indenture Trustee, the Pre-Petition the Pre-Petition Lenders, the Post-Petition Agent, each Agent, the Post-Petition Agent, the Steering Committee of the lenders under the DIP Facility, the Steering (and each of its members), Winget and their respective Committee (and each of its members), Winget, each member shareholders, members, partners, officers, directors, of the Creditors' Committee (subject to a Qualified employees and agents (including any attorneys, financial Finding) and each of the foregoing parties' respective advisors, investment bankers and other professionals shareholders, members, partners, officers, directors, retained by such persons) shall have no liability to any employees and agents (including any
30 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ attorneys, financial advisors, investment bankers and Person for any act or omission made in good faith in other professionals retained by such persons) shall have connection with, or arising out of the Plan, (and any no liability to any Person for any act or omission made Bankruptcy Court orders related thereto), the in good faith in connection with, or arising out of the Reorganization Documents, the solicitation of votes for Plan, (and any Bankruptcy Court orders related thereto), the pursuit of confirmation of the Plan, the consummation the Reorganization Documents, the solicitation of votes of the Plan, or the administration of the Plan or the for the pursuit of confirmation of the Plan, the property to be distributed under the Plan, except for consummation of the Plan, or the administration of the fraud, bad faith, willful misconduct or gross negligence Plan or the property to be distributed under the Plan, as determined by a Final Order of the Bankruptcy Court except for fraud, bad faith, willful misconduct or gross and, in all respects, shall be entitled to rely upon the negligence as determined by a Final Order of the advice of counsel with respect to their duties and Bankruptcy Court and, in all respects, shall be entitled responsibilities under the Plan; provided, however that to rely upon the advice of counsel with respect to their nothing in this Section 14.09 shall in no way alter or duties and responsibilities under the Plan; provided, relieve Winget of any obligations under the Contribution however that nothing in this Section 14.09 shall in no Agreement or the Winget Actions. way alter or relieve Winget of any obligations under the Contribution Agreement or the Winget Actions. 14.18 Modified Provision - Substantial Consummation. Original Provision of Plan - Substantial Consummation. Substantial
31 MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE SECOND AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003) ------------------------------------------------------------------------------------------------------------------------------------ consummation of the Plan under Section 1101(2) of the Substantial Consummation. Substantial consummation of the Bankruptcy Code shall not occur, the Case shall remain Plan under Section 1101(2) of the Bankruptcy Code shall open and not be fully administered, and no final decree not be deemed to occur, the Case shall remain open and closing this Case shall be entered pursuant to Section not be deemed fully administered, and no final decree 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, closing this Case shall be entered pursuant to Section until the Effective Date, at the earliest. If 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, substantial consummation does not occur, preclusive until the Effective Date, at the earliest. provisions herein shall not be effective.
This chart reflects the most substantial modifications to the Original Plan and does not list those minor changes to the Plan meant to clarify existing language or correct typographical or grammatical errors. This summary of the modifications to the Original Plan is qualified in its entirety by the terms of the Debtors' Second Amended Joint Plan or Reorganization and the Second Amended Disclosure Statement of Venture Holdings LLC and its Domestic Subsidiaries. All creditors and parties in interest are strongly encouraged to read the Plan and the Disclosure Statement in their entirety before voting on the Plan. 32