EXHIBIT 10.42
[PNC BANK LOGO]
July 27, 2001
BY TELECOPY & OVERNIGHT MAIL
Re: Amended and Restated Credit Agreement dated as of April 25, 2000, as
amended (the "Agreement"), among Standard Automotive Corporation ("SAC"),
Arell Machining Ltd. ("Arell"), formerly known as Critical Components
Canada Ltd. (SAC and Arell each individually, a "Borrower" and
collectively, the "Borrowers"), the several banks and other financial
institutions from time to time parties thereto (the"Banks"), PNC Bank,
National Association, as Administrative Agent (in such capacity, the
"Administrative Agent") for the Banks thereunder, ING (U.S.) Capital LLC,
as syndication agent, and PNC Capital Markets, Inc. and ING Barings LLC,
as joint arrangers (Capitalized terms not otherwise defined in this
letter shall have the meanings given to them the Agreement).
Standard Automotive Corporation
280 Park Avenue
21st Floor West
New York, NY 10017
Attention: Mr. James F. "Pat" O'Crowley III
Dear Mr. O'Crowley:
The Second Forbearance Agreement expired on July 17, 2001, and the
Events of Default described below, among others, exist. Pursuant to ss. 10.1 of
the Agreement, and with the consent of the Required Banks, the Administrative
Agent declares the Commitments terminated as of the date of this letter, and the
Loans, Notes, and all other amounts owing under the Agreement are immediately
due and payable, all as set forth below.
By letter dated December 19, 2000, the Administrative Agent
notified the Borrowers of the Defaults in the observance of and performance
under ss. 9.2(b) (Interest Coverage Ratio) and ss. 9.2(d) (Fixed Charge Coverage
Ratio) of the Agreement.
By letter dated January 23, 2001, the Administrative Agent notified
the Borrowers of the Default arising from the U.S. Dollar Borrowing Base
Certificate delivered by SAC to the Administrative Agent on or about January 12,
2001. The U.S. Dollar Borrowing Base Certificate revealed that the aggregate
amount of Revolving Credit Exposure exceeded the U.S. Dollar Borrowing Base on
January 5, 2001, and certified that this Default existed as of January 5, 2001.
Section 5.7(d) of the Agreement requires SAC to prepay the Revolving
Credit Loans on the date that the U.S. Dollar Borrowing Base Certificate was
delivered in an amount equal to the excess of the aggregate amount of the
Revolving Credit Exposure over the U.S. Dollar Borrowing Base on that date. The
excess existing on that date of at least $5,516,000 was not and has not since
been paid. Because SAC had not prepaid the excess under Section 5.7(d), it was
notified that it was is in Default under ss.ss. 5.7 and 8.3 (Payment of
Obligations), among other sections in the Agreement, and that Events of Default
existed under ss. 10.1 (Events of Default) of the Agreement.
For their failure to timely pay certain excise taxes to the Internal
Revenue Services, by letter dated February 8, 2001, the Administrative Agent
notified the Borrowers of their Defaults under ss. 6.8 (Taxes), ss. 8.3 (Payment
of Obligations), and ss. 12.4 (Survival of Representations and Warranties) of
the Agreement.
Because the Defaults set forth in the February 8th letter continued
to exist, by letter dated February 14, 2001, the Administrative Agent notified
the Borrowers that Default Interest was being assessed pursuant to ss. 5.3
(Default Interest) of the Agreement, and that Eurodollar Loans were being
converted to Base Rate Loans pursuant to ss. 5.14 (Conversion and Continuation
Options) of the Agreement.
In the Forbearance Agreement entered into as of April 2, 2001 (the
"First Forbearance Agreement"), the Borrowers acknowledged that the Events of
Default set forth in the above mentioned letters had occurred, and existed as of
the First Forbearance Agreement. In addition, the Borrowers acknowledged that
their failure to make the principal and interest payments due March 31, 2001,
constituted further Events of Default. The First Forbearance Agreement expired
on or about May 17, 2001.
In the Second Forbearance Agreement effective as of May 21, 2001, the
Borrowers acknowledged again that the Events of Default set forth in the
above-mentioned letters had occurred, and existed as of the Second Forbearance
Agreement. The Borrowers acknowledged again that their failure to make the
principal and interest payments due March 31, 2001, constituted further Events
of Default. The Second Forbearance Agreement expired on July 17, 2001.
During the forbearance period under the Second Forbearance Agreement,
the Borrowers defaulted under the Agreement by failing to make the principal and
interest payments due June 30, 2001, which constituted additional Events of
Default under ss. 10.1 (Events of Default) of the Agreement.
The above-mentioned Events of Default continue to exist. Other Events
of Default might also exist and be continuing. Accordingly, pursuant to ss. 10.1
of the Agreement, the Commitments are terminated as of the date of this letter,
and the Loans and Notes are immediately due and payable, with accrued interest
and all other amounts owing under the Agreement. Please contact James DeGenova
of PNC Bank, National Association at (732) 220-3653 for the exact amount due and
owing.
If the Borrowers do not pay all amounts due within five days of the
date of this letter, then the Administrative Agent and the Banks reserve the
right without further notice to exercise all rights and remedies under the Loan
Documents or otherwise, including but not limited to collecting receivables owed
to the Borrowers or Guarantors directly from the account debtors, transferring
into the Administrative Agent's name or its nominee's name all or part of the
pledged stock, taking control of and voting and managing all or part of the
pledged stock, and instituting suit, including foreclosure actions, to collect
the debt as well as costs and legal fees.
The Administrative Agent and the Banks reserve all rights and
remedies, and nothing contained in or omitted from this letter shall constitute
a waiver of those rights and remedies. Moreover, the receipt and acceptance of
any partial payments now or in the future shall not constitute an agreement to
forbear by the Administrative Agent and the Banks, and shall not constitute a
modification to the Agreement or Loan Documents or a defense in any proceeding.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ JAMES R. DEGENOVA
-------------------------------
James R. DeGenova
Vice President
cc: Richard W. Hill, Esq. (telecopy & regular mail)
Mark Mandel, Esq. (telecopy & regular mail)
Kevin Fisher, Esq. (telecopy & regular mail)
Attached Service List (telecopy & regular mail)