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EXHIBIT 10.1
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FIFTH AMENDMENT TO FORBEARANCE AGREEMENT
This FIFTH AMENDMENT TO FORBEARANCE AGREEMENT (the "AGREEMENT") dated as of
August 11, 2000 by and among FLEET NATIONAL BANK F/K/A FLEET NATIONAL BANK OF
CONNECTICUT f/k/a SHAWMUT BANK CONNECTICUT, N.A., a national banking association
with a place of business at 777 Main Street Hartford, Connecticut 06115
("LENDER"), EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation with a
principal place of business at 1806 New Britain Avenue, Farmington, Connecticut
06032 ("BORROWER"), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation
with a mailing address c/o Borrower at 1806 New Britain Avenue, Farmington,
Connecticut 06032 ("APEX"), and GROS-ITE INDUSTRIES, INC., a Connecticut
corporation with a mailing address c/o Borrower at 1806 New Britain Avenue,
Farmington, Connecticut 06032 ("GROS-ITE" and collectively with Apex,
"GUARANTOR") (all of the foregoing sometimes hereinafter referred to as the
"Parties").
RECITALS
Prior hereto, the Lender and Borrower have entered into a Forbearance Agreement,
a First Amendment to Forbearance Agreement, a Second Amendment to Forbearance
Agreement and a Third Amendment to Forbearance Agreement and a Fourth Amendment
to Forbearance Agreement (collectively the "Prior Forbearance Agreements"),
which individually and collectively have set forth the agreements and
obligations between the Parties. It is the intention of the Parties to enter
into this Fifth Amendment to Forbearance Agreement, incorporating all of the
recitals, representations and agreements of the Prior Forbearance Agreements, as
if fully set forth herein, except as expressly set forth below.
NOW THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
as a condition to this Fourth Amendment to Forbearance Agreement, the Parties
hereto agree, represent and warrant as follows:
A. All of the terms, conditions, representations and agreements
included in the Prior Forbearance Agreements are hereby confirmed, ratified and
agreed to as part of this, the Fifth Amendment to Forbearance Agreement, as if
fully set forth herein.
B. The definition of "Loan and Forbearance Documents" and "Loan
Documents" as contained in the Prior Forbearance Agreements shall include this
Fifth Amendment to Forbearance Agreement.
C. The accrual of the Third Amendment Fee as described in paragraph G
of the Third Amendment to Forbearance Agreement shall continue to the earlier of
August 25, 2000 or the satisfaction of the obligations owed to the Lender,
payment of which shall be made on that date.
D. The Borrower shall have caused any contingencies contained in any
commitment letter it obtains for the take-out financing of the Lender's
obligations as described in the Loan
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and Forbearance Documents and Loan Documents to be eliminated or satisfied by no
later than August 15, 2000.
E. By August 14, 2000, the Borrower shall have hired or engaged the
services of a crisis manager, acceptable to the Lender, at the Borrower's sole
cost and expense.
F. The Borrower shall cooperate with the Lender in the conduct of a
field examination commencing on or about August 18, 2000
G. The closing on the take-out financing of the obligations owed to the
Lender as described in the Loan and Forbearance Documents and the Loan Documents
shall occur no later than August 24, 2000, with the actual funding and payment
to the Lender to occur by August 25, 2000.
H. By August 15, 2000, the Lender shall be provided with a term sheet
containing the proposed terms and conditions of the subordinated note in favor
of the Lender, to be a part of the replacement financing which is the subject of
the commitment letter referenced in paragraph D, above.
I. The Guarantor, Gros-Ite Industries, Inc. shall have duly executed
and delivered to the Lender its security agreement to secure its guaranty of the
Obligations , together with an appropriate financing statement, corporate
resolution and any other document or instrument reasonably requested by the
Lender in relation to such security agreement.
J. The period of forbearance as described in paragraph J of the Third
Amendment to Forbearance Agreement is extended to August 25, 2000, subject to
the terms and conditions set forth herein including the Borrower's timely
performance of the requirements stated above.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LENDER:
FLEET NATIONAL BANK
By:/s/G. Christopher Miller
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G. Christopher Miller
Its Vice President
(Duly Authorized)
BORROWER:
EDAC TECHNOLOGIES CORPORATION
By:/s/Ronald G. Popolizio
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Ronald G. Popolizio
Its Vice President
(Duly Authorized)
GUARANTORS:
GROS-ITE INDUSTRIES, INC.
By:/s/Ronald G. Popolizio
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Ronald G. Popolizio
Its Vice President
(Duly Authorized)
APEX MACHINE TOOL COMPANY, INC.
BY:/s/Ronald G. Popolizio
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Ronald G. Popolizio
Its Vice President
(Duly Authorized)