March 26, 1999
JPE, Inc.
775 Technology Drive
Suite 200
Ann Arbor, Michigan 48108
Attention: Messrs. Richard P. Eidswick, Richard Chrysler and James J. Fahrner
RE: FORBEARANCE AGREEMENT AMONG COMERICA BANK, NBD BANK, NATIONAL BANK OF
CANADA, HARRIS TRUST AND SAVINGS BANK, AND BANK ONE, DAYTON, N.A.
(COLLECTIVELY, THE "BANKS"), COMERICA BANK, AS AGENT FOR THE BANKS
("AGENT"), JPE, INC. ("COMPANY") AND API/JPE, Inc. (FORMERLY KNOWN AS
ALLPARTS, INCORPORATED ("API"), DAYTON PARTS, INC.) ("DPI"), SAC
CORPORATION, STARBOARD INDUSTRIES, INC. ("SBI"), INDUSTRIAL & AUTOMOTIVE
FASTENERS, INC. ("IAF"), PLASTIC TRIM, INC. ("PTI"), BRAKE, AXLE AND TANDEM
COMPANY CANADA INC. AND JPE FINISHING, INC. (COLLECTIVELY, "GUARANTORS")
DATED AUGUST 10, 1998, AND AMENDED BY A FIRST AMENDMENT DATED AUGUST 31,
1998, A SECOND AMENDMENT DATED SEPTEMBER 4, 1998, A THIRD AMENDMENT DATED
SEPTEMBER 16, 1998, A FOURTH AMENDMENT DATED OCTOBER 1, 1998 AND A FIFTH
AMENDMENT DATED DECEMBER 1, 1998 (AS AMENDED, THE "FORBEARANCE AGREEMENT")
Dear Messrs. Eidswick, Chrysler and Fahrner:
Company and Guarantors have requested that Banks amend the Forbearance Agreement
to permit Company to sell its stock in IAF to MacLean-Fogg Company under a
definitive stock purchase agreement dated March 26, 1999 ("IAF Agreement").
Subject to written acceptance by Company and Guarantors of the following terms
and conditions, Agent and Banks are willing to amend the Forbearance Agreement,
as follows:
1. All capitalized terms not defined in this sixth amendment ("Sixth
Amendment") to the Forbearance Agreement shall have the meanings described
in the Forbearance Agreement and/or the Loan Documents.
2. Except as modified by this Sixth Amendment, the Indebtedness and the
financing arrangements among Agent, Banks, Company and Guarantors shall
continue to be governed by the covenants, terms and conditions of the
Forbearance Agreement and the Loan Documents, which are ratified and
confirmed. The liens and security interests granted to Agent and Banks
under the Loan Documents and the Forbearance Agreement are also ratified
and confirmed by Company and the undersigned Guarantors. This Sixth
Amendment shall be binding upon and shall inure to the benefit of Agent,
Banks, Company and the undersigned Guarantors, and their respective
successors and assigns.
3. The Purchase Price, as defined in the IAF Agreement, must be not less than
$20,000,000, payable on the Closing Date..
4. The Purchase Price shall be paid at closing directly to Agent in
immediately available funds. Company may pay the Old Payables (as defined
in the IAF Agreement). Company may provide funds for any amounts presented
as due and owing pursuant to any checks of IAF issued on or prior to March
26, 1999 not to exceed a total of $386,012. Company acknowledges that all
rights of Company under the IAF Agreement and any escrow agreement or other
related agreement or document are subject to Agent's security interest.
5. Effective upon closing and payment of the Purchase Price to Agent, Agent
and Banks agree: (a) the obligations of IAF with respect to the
Indebtedness or otherwise, as Guarantor or otherwise, under the Credit
Agreement, the Forbearance Agreement or any other Loan Document shall be
terminated in full and IAF shall be released from such obligations without
any further action; (b) all rights, mortgages, security interests and liens
in favor of Agent granted by or on behalf of IAF securing the Indebtedness
shall be deemed terminated, released, cancelled and discharged; (c) any and
all UCC-3 termination statements and/or discharges of mortgage necessary to
release such rights, mortgages, security interests and liens of record
shall be delivered to IAF.
6. Company and Guarantors represent that this Sixth Amendment has been duly
authorized by each corporation's Board of Directors. Attached as Exhibit A
is a certified resolution and a certificate of incumbency for each.
7. This Sixth Amendment is not a waiver by Banks of any defaults under the
Forbearance Agreement and/or the Loan Documents.
8. Company and the undersigned Guarantors hereby represent and warrant that
(a) execution, delivery and performance of this Sixth Amendment are not in
contravention of law or the terms of any agreement by which they are bound,
and do not require the consent or approval of any governmental body,
agency, or authority, and this Sixth Amendment will be valid and binding in
accordance with its terms; (b) the continuing representations and
warranties of Company and the undersigned Guarantors set forth in Loan
Documents are true and correct on and as of the date hereof with the same
force and effect as made on and as of the date hereof other than as
previously specified in writing to Agent and Banks; and (c) no event of
default, or condition or event which, with the giving of notice or the
running of time, or both, would constitute an event of default under the
Forbearance Agreement, has occurred and is continuing as of the date hereof
other than as previously specified in writing to Agent and Banks.
9. COMPANY, THE UNDERSIGNED GUARANTORS, AGENT AND BANKS ACKNOWLEDGE AND AGREE
THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO
CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR
THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY
RELATED TO, THIS SIXTH AMENDMENT, THE FORBEARANCE AGREEMENT, THE LOAN
DOCUMENTS OR THE INDEBTEDNESS.
10. COMPANY AND THE UNDERSIGNED GUARANTORS, IN EVERY CAPACITY, INCLUDING, BUT
NOT LIMITED TO, AS SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, INVESTORS
AND/OR CREDITORS OF COMPANY AND/OR GUARANTORS, OR ANY ONE OR MORE OF THEM,
HEREBY WAIVE, DISCHARGE AND FOREVER RELEASE AGENT, BANKS, AND THEIR
EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND
ASSIGNS, FROM AND OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES,
COUNTERCLAIMS OR OFFSETS AND/OR ALLEGATIONS COMPANY AND/OR GUARANTORS MAY
HAVE, OR MAY HAVE MADE, OR ARE BASED ON FACTS OR CIRCUMSTANCES ARISING, AT
ANY TIME UP THROUGH AND INCLUDING THE DATE OF THIS SIXTH AMENDMENT, WHETHER
KNOWN OR UNKNOWN, AGAINST ANY OR ALL OF AGENT, BANKS, THEIR EMPLOYEES,
OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND ASSIGNS.
Very truly yours,
COMERICA BANK, Agent
By: /s/ Cynthia B. Jones
--------------------------
Cynthia B. Jones
Its: Vice President
Special Assets Group
P.O. Box 75000
Detroit, Michigan 48275-3205
(313) 222-3780
(313) 222-5706 Fax
COMERICA BANK NBD BANK
By: /s/ Cynthia B. Jones By: /s/ Scott E. Roman
-------------------------- -------------------------
As Agent for NBD Bank
Its: Vice President Its: Vice President
NATIONAL BANK OF CANADA HARRIS TRUST and SAVINGS BANK
By: /s/ Loriann Curnyn By: /s/ Sandra J. Sanders
-------------------------- -------------------------
Its: Group Vice President Its: Sr. Vice President
By: /s/
--------------------------
Its: Vice President
BANK ONE, DAYTON, N.A.
By: /s/ Scott E. Roman
--------------------------
Its: Vice President
ACKNOWLEDGED AND AGREED:
JPE, INC. INDUSTRIAL & AUTOMOTIVE
FASTENERS, INC.
By: /s/ Richard R. Chrysler By: /s/ Richard R. Chrysler
-------------------------- -------------------------
Its: President Its: President
Date: 3/26/99 Date: 3/26/99
API/JPE, INC. BRAKE, AXLE AND TANDEM
(formerly Allparts, Incorporated) COMPANY CANADA INC.
By: /s/ Richard R. Chrysler By: /s/ Richard R. Chrysler
-------------------------- -------------------------
Its: President Its: Chief Executive Officer
Date: 3/26/99 Date: 3/26/99
DAYTON PARTS, INC. JPE FINISHING, INC.
By: /s/ Richard R. Chrysler By: /s/ Richard R. Chrysler
-------------------------- -------------------------
Its: Chief Executive Officer Its: President
Date: 3/26/99 Date: 3/26/99
SAC CORPORATION
By: /s/ Richard R. Chrysler
--------------------------
Its: President
Date: 3/26/99