TERMINATION AND MUTUAL GENERAL
RELEASE AGREEMENT
THIS TERMINATION AND MUTUAL GENERAL RELEASE AGREEMENT (this
"Agreement") is dated as of May 10, 1999 and is entered into by and
among L&S Bearing Co. ("Borrower"), L&S Automotive Products Co.
("Automotive"), LSB Extrusion Co. ("Extrusion"), Rotex Corporation
("Rotex"), Tribonetics Corporation ("Tribonetics"), International
Bearings, Inc. ("Bearings") (Automotive, Extrusion, Rotex,
Tribonetics and Bearings each being referred to individually as
"Guarantor" and collectively as "Guarantors"), and Bank of America
National Trust and Savings Association (successor-in-interest to
BankAmerica Business Credit, Inc.) ("Lender").
RECITALS
This Agreement is entered into in reference to the following
facts:
A. Lender and Borrower have entered into that certain
Amended and Restated Loan and Security Agreement dated as of
November 21, 1997 as amended by that certain First Amendment to
Amended and Restated Loan and Security Agreement dated as of March
12, 1998, that certain Second Amendment to Amended and Restated
Loan and Security Agreement dated as of June 30, 1998, that certain
Third Amendment to Amended and Restated Loan and Security Agreement
dated as of August 14, 1998, that certain Fourth Amendment to
Amended and Restated Loan and Security Agreement dated as of
November 19, 1998, and that certain Fifth Amendment to Amended and
Restated Loan and Security Agreement dated as of April 8, 1999 (as
so amended, the "Loan Agreement");
B. In connection with the Loan Agreement, each Guarantor
executed a Continuing Guaranty dated as of November 21, 1997, and
Borrower, Lender and all Guarantors entered into a Cross-
Collateralization and Cross-Guaranty Agreement dated of even date
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therewith, guaranteeing both Borrower's obligations under the Loan
Agreement as well as the obligations of certain affiliates of
Borrower under other "LSB-Related Loan Agreements" (as defined in
the Loan Agreement).
C. Borrower and the Guarantors have obtained alternative
financing and have repaid the Obligations that they owe to Lender,
either directly or indirectly (the "Pay-out Amount").
D. Lender, Borrower, and the Guarantors have agreed to
terminate their relationship and release each other from all claims
as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the
parties agree as follows:
1. Lender's Representations and Agreements. In
consideration of the payment in full of the Pay-Out Amount to
Lender as set forth above, Lender hereby: (a) represents that
lender has no other credit agreements with, loans outstanding to,
guaranties by, or interests or liens against Borrower or
Guarantors, Borrower's real or personal property, stock of
Borrower, or of the Guarantors; (b) agrees that all security
interests and liens which Borrower or Guarantors may have granted
to Lender are released and terminated; (c) agrees that all security
interests, if any, in the stock of Borrower or Guarantors are
released and terminated; and (d) acknowledges and agrees that
Borrower and the Guarantors have no further liability or obligation
and are hereby released by Lender from any liability or obligation
whether or not now known or suspected, under or in connection with
the Loan Agreement or any other Loan Documents and that payment to
Lender of the Pay-Out Amount has satisfied in full all of
Borrower's and the Guarantors' obligations to Lender.
2. Releases. Borrower and each Guarantor hereby represent
and warrant that there are no claims or offsets against, or
defenses or counterclaims to, the terms and provisions of and the
other obligations created or evidenced by the Loan Agreement or the
other Loan Documents. Borrower and each Guarantor hereby releases,
acquits, and forever discharges Lender, and its successors,
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assigns, and predecessors in interest, their parents, subsidiaries
and affiliated organizations, and the officers, employees,
attorneys, and agents of each of the foregoing (all of whom are
herein jointly and severally referred to as the "Released Parties")
from any and all liability, damages, losses, obligations, costs,
expenses, suits, claims, demands, causes of action for damages or
any other relief, whether or not now known or suspected, of any
kind, nature, or character, at law or in equity, which Borrower or
any Guarantor now has or may have ever had against any of the
Released Parties relating to the Loan Agreement or the other Loan
Documents, including, but not limited to, those relating to (a)
usury or penalties or damages therefor, (b) allegations that a
partnership existed between Borrower or any Guarantor and the
Released Parties, (c) allegations of unconscionable acts, deceptive
trade practices, lack of good faith or fair dealing, lack of
commercial reasonableness or special relationships, such as
fiduciary, trust or confidential relationships, (d) allegations of
dominion, control, alter ego, instrumentality, fraud,
misrepresentation, duress, coercion, undue influence, interference
or negligence, (e) allegations of tortious interference with
present or prospective business relationships or of antitrust, or
(f) slander, libel or damage to reputation, (all of the above
hereinafter being collectively referred to as the "Claims"), all of
which Claims are hereby waived.
3. No Assignment of Claims; Advice of Counsel. The parties
hereby warrant and represent that they have not assigned or in any
other way conveyed, transferred, or encumbered all or any portion
of the claims or rights covered by this Agreement. The parties,
and each of them, execute this Agreement voluntarily, after
consultation with counsel, and with full knowledge of its
significance.
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4. Sole Agreement; Amendments. This Agreement, the Loan
Agreement and the other written documents and instruments between
the parties set forth in full all of the representations and
agreements of the parties, and this Agreement may not be modified
or amended, nor may any rights hereunder be waived, except in
writing signed by the parties hereto.
SIGNED:
BORROWER:
L&S BEARING CO.
By:
______________________________________
Name:
_____________________________________
Title:
____________________________________
GUARANTORS:
L&S AUTOMOTIVE PRODUCTS CO.
By:
_______________________________________
Name:
_____________________________________
Title:
____________________________________
LSB EXTRUSION CO.
By:
_____________________________________
Name:
___________________________________
Title:
__________________________________
ROTEX CORPORATION
By:
_____________________________________
Name:
___________________________________
Title:
___________________________________
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TRIBONETICS CORPORATION
By:
_____________________________________
Name:
____________________________________
Title:
____________________________________
INTERNATIONAL BEARINGS, INC.
By:
_____________________________________
Name:
___________________________________
Title:
___________________________________
"LENDER":
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
______________________________________
Michael J. Jasaitis,
Vice President
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