EXHIBIT 10.44
FOURTH FORBEARANCE AGREEMENT
THIS FOURTH FORBEARANCE AGREEMENT (the "Fourth Forbearance Agreement"),
expiring on January 31, 2002, is entered into by and among STANDARD AUTOMOTIVE
CORPORATION ("SAC"), ARELL MACHINING LTD. ("ARELL"), formerly known as CRITICAL
COMPONENTS CANADA LTD. (SAC and Arell each a "Borrower" and collectively, the
"Borrowers"), PNC BANK, NATIONAL ASSOCIATION ("PNC"), ING (U.S.) CAPITAL LLC
("ING"), FLEET NATIONAL BANK, as successor to SUMMIT BANK, SOVEREIGN BANK, THE
BANK OF NEW YORK, KEYBANK NATIONAL ASSOCIATION, OCEANFIRST BANK, and U.S. BANK
NATIONAL ASSOCIATION d/b/a FIRSTAR BANK, N.A. (each a "Bank" and collectively
the "Banks"), PNC as Administrative Agent (PNC in such capacity, the
"Administrative Agent"), ING as Syndication Agent (ING in such capacity the
"Syndication Agent"), and PNC CAPITAL MARKETS, INC. and ING BARINGS LLC as Joint
Arrangers.
BACKGROUND
Borrowers, Banks, and Administrative Agent are parties to an Amended and
Restated Credit Agreement, dated as of April 25, 2000, between and among
Borrowers, Banks, and Administrative Agent (as amended, supplemented, or
otherwise modified from time to time, the "Agreement") pursuant to which
Administrative Agent and Banks provide Borrowers with certain financial
accommodations.
There are various Events of Default now existing under the Agreement as
described in a series of default letters dated December 19, 2000, January 23,
2001, February 8, 2001, and February 14, 2001, and in the acceleration letter
dated July 27, 2001, sent by Administrative Agent to Borrowers. Borrowers also
have failed to make the principal and interest payments that were due to Banks
on March 31, June 30, and September 30, 2001, which are additional Events of
Default. Other Events of Default may exist. (Collectively, these Events of
Default are the "Designated Defaults.") The forbearance periods under the
Forbearance Agreement dated April 2, 2001, the Second Forbearance Agreement
effective May 21, 2001, and the Third Forbearance Agreement, as extended,
expiring on October 19, 2001 (collectively, the "Previous Forbearance
Agreements") have expired. The parties have now agreed to enter into this Fourth
Forbearance Agreement.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore made to or for the account of either Borrower and in consideration of
the forbearance by Administrative Agent and Banks, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Agreement.
2. Acknowledgement. Borrowers acknowledge that the Designated
Defaults, among other Events of Default, have occurred and exist as of the date
hereof, and that each Borrower is unconditionally obligated to pay all of the
Loans, all without defense, setoff, or counterclaim of any kind or nature
whatsoever.
3. Outstanding Loans and obligations under the Loan Documents. Each
Borrower affirms and acknowledges that (i) as of October 16, 2001, there was due
and owing to Administrative Agent and Banks, under the Agreement, the principal
amount of Loans as set forth on Exhibit A to this Agreement, together with
accrued interest thereon and costs and expenses; (ii) all such Loans and other
obligations of Borrowers under the Loan Documents are valid obligations of
Borrowers, and there are no claims, setoffs, or defenses to the payment by any
Borrower of the Loans or any of the other obligations of Borrowers under the
Loan Documents; and (iii) the Agreement and the other Loan Documents are and
shall continue to be legal, valid, and binding obligations and agreements of
Borrowers enforceable in accordance with their terms.
4. Forbearance. Subject to the provisions of ss. 8 below, during the
period commencing on October 19, 2001, and ending on the earlier to occur of (i)
January 31, 2002, or (ii) the date of any Forbearance Default as defined in ss.
6 hereof (the "Forbearance Period"), Administrative Agent and Banks will forbear
from exercising their rights and remedies under the Loan Documents with respect
to the Designated Defaults.
5. Additional Agreements. Subject to the terms and conditions of this
Fourth Forbearance Agreement, and as consideration for Administrative Agent and
Banks entering into this Fourth Forbearance Agreement:
(a) Each Borrower acknowledges its continuing obligation under
ss. 12.5 of the Agreement and under the various Loan Documents and guarantees to
pay or to reimburse Administrative Agent and Banks for the expenses of any
professionals and consultants engaged by Administrative Agent or Banks,
including but not limited to the expenses incurred by Administrative Agent and
Banks for the professionals and consultants listed on Exhibit B. The expenses
listed on Exhibit B shall be paid by Borrowers directly to the professionals by
October 26, 2001. Further professional fees and expenses shall be paid by
Borrowers within fifteen days of presentment of an invoice. Borrowers also shall
pay all travel expenses incurred by Administrative Agent in connection with
visits to Borrowers' Subsidiaries within fifteen days of presentment of an
invoice.
(b) Borrowers affirm their agreement under the Previous Forbearance
Agreements that interest has been and is accruing on the unpaid balances under
any of the Loans and on any other payment obligations under the Agreement at the
Default Rate set forth in ss. 5.3 of the Agreement, and that all of the Loans
shall be deemed to be Base Rate Loans.
(c) Borrowers shall make the following payments to Administrative
Agent on the following dates:
(i) Two payments of $75,000 each on October 24 and 31, 2001;
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(ii) Four payments of $100,000 each on November 7, 14, 21,
and 28, 2001;
(iii) Four payments of $100,000 each on December 5, 12, 19,
and 26, 2001;
(iv) Five payments of $125,000 each on January 2, 9, 16, 23,
and 30, 2002;
(v) One payment of $750,000 by December 31, 2001; and
(vi) One payment of $750,000 by January 31, 2002.
Borrowers acknowledge and agree that TIME IS OF THE ESSENCE with respect to each
payment and that Administrative Agent and Banks may apply these payments to the
Indebtedness within their absolute and sole discretion.
(d) On the date of the closing of this Fourth Forbearance Agreement,
Borrowers shall pay a forbearance fee of $100,000, with $25,000 payable to
Administrative Agent and $75,000 to be distributed to Banks on a pro rata basis.
Borrowers acknowledge and agree that the forbearance fee is made in
consideration of entering into this Fourth Forbearance Agreement and that the
forbearance fee will not be applied to the Indebtedness.
(e) In addition to any requirements in the Loan Documents, Borrowers
agree to provide the following documents and reports together with such
additional financial and other reporting on which Administrative Agent and
Borrowers mutually agree: (i) copies of all past communications not already
provided to Administrative Agent and Banks and copies of all future
communications with the Internal Revenue Service concerning outstanding excise
taxes of Borrowers or any of their Subsidiaries, and biweekly reporting on the
status of Borrowers' or any of their Subsidiaries' negotiations with the
Internal Revenue Service; and (ii) the financial reporting items listed on
Exhibit C to this Fourth Forbearance Agreement. Carl Marks shall oversee and
supervise the preparation of all Exhibit C items by Borrowers and their
Subsidiaries. Also, Borrowers shall provide written updates on all new
occurrences in connection with the federal-excise-tax matter within three days
of the occurrence.
(f) Each Borrower agrees that without the written consent of Banks it
will make no payments of principal, interest, or dividends, or no distributions
of any kind to the holders of equity interests (whether common, preferred, or
otherwise) or subordinated debt of Borrowers or any of their Subsidiaries, or to
the holders of the Ranor Notes or any notes issued in connection with the Arell
Acquisition or the Airborne Acquisition. Each Borrower further agrees that
without the written consent of Banks it will not make any payments pursuant to
ss. 3.5(b) of the Arell Stock Purchase Agreement dated March 3, 2000, with the
Collateral or with the proceeds of Collateral. Each Borrower represents and
warrants that since at least December 19, 2000, no dividends or distributions of
any kind to the holders of equity interests have been paid, and that since at
least December 19, 2000, no payments under ss. 3.5(b) of the Arell Stock
Purchase Agreement have been made.
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(g) The Commitments are terminated effective September 15, 2001.
(h) Substantially simultaneously with the execution of this Fourth
Forbearance Agreement, Borrowers shall advise in writing on the status of the
sale of the vertical-boring machine of Ranor. The net proceeds of the sale of
the vertical-boring machine of Ranor shall be paid to Administrative Agent and
applied to reduce Borrowers' Indebtedness. The net proceeds from the sale of any
other Collateral shall be paid to Administrative Agent and applied to reduce
Borrowers' Indebtedness in accordance with ss. 9.5 of the Agreement.
(i) This Fourth Forbearance Agreement is without prejudice to the
Banks' rights concerning any agreements between Borrowers and any of their
Subsidiaries, and Steven Merker and William Merker. Borrowers and their
Subsidiaries shall make no prepayments to Steven Merker and William Merker under
any agreement. In addition, Borrowers shall assign their rights to receive any
payments from William Merker in connection with the settlement entered into
between SAC and William Merker dated May 16, 2001. In connection with that
assignment, Borrowers shall execute the Assignment attached as Exhibit D.
(j) Borrowers and their Subsidiaries agree that they will not enter
into any agreement with the Internal Revenue Service or any other taxing
authority in connection with any tax refunds, commit any tax refunds to the
Internal Revenue Service, to any other taxing authority, or to any other entity,
or use or dispose of any tax-refund proceeds that Borrowers or any Subsidiaries
receive without the written consent of Banks. Borrowers and their Subsidiaries
agree to provide Administrative Agent with all financial data necessary to
enable Banks to calculate the allocation of any tax refund to each Borrower and
Subsidiary. Filing of a Notice of Federal Tax Lien shall constitute a
Forbearance Default under this Fourth Forbearance Agreement.
(k) By October 26, 2001, Borrowers and their Subsidiaries shall
submit to Administrative Agent all existing key-executive retention plans
together with all existing employment and severance agreements for employees
with W-2 earnings in excess of $50,000 ("Key Employees"). The written consent of
Administrative Agent shall be required before implementation of any plans that
have not yet been executed or implemented or before the entry into any new
employment or severance agreements with Key Employees.
(l) By October 26, 2001, Carl Marks shall provide a forecast for the
fiscal year ending March 31, 2002.
(m) By October 26, 2001, Carl Marks shall provide a comparative
financial analysis as to all future options for all of Borrowers' Subsidiaries.
(n) By October 26, 2001, Carl Marks shall identify opportunities that
Borrowers should undertake to improve free cash flow.
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(o) By October 31, 2001, Borrowers must submit to Administrative
Agent offering memoranda for Arell, Airborne Gear & Machine, Ltd., Ajax
Manufacturing Company ("Ajax"), CPS Trailer, Co., Ranor, Inc., and R&S Truck
Body Company, Inc. (collectively, the "Key Subsidiaries") prepared by Pedersen
Kammert & Co. LLC ("Pedersen"). Borrowers shall submit any offering memoranda or
term sheets provided by Pedersen to Administrative Agent within three days of
receipt.
(p) By October 31, 2001, Carl Marks shall prepare a financial
analysis as to which SAC Subsidiary carries on its books the inventory and other
personalty located in Mexico, and Borrowers agree to cause to be executed at the
reasonable request of Banks any additional collateral and supporting documents
requested by Banks.
(q) By November 15, 2001, Borrowers must provide to Administrative
Agent offering memoranda prepared by Pedersen concerning all non-Key
Subsidiaries. Borrowers shall submit any offering memoranda or term sheets
provided by Pedersen to Administrative Agent within three days of receipt.
(r) By November 26, 2001, Borrowers and Carl Marks shall meet with
Banks to discuss asset disposition and all critical business issues. A written
status update on these issues shall be provided by November 19, 2001.
(s) By October 31, 2001, Banks shall receive a status update
concerning prospective buyers in the bidding process from Pedersen. By
November 26, 2001, Borrowers, along with Pedersen, shall meet with Banks to
discuss that status update.
(t) By December 31, 2001, Borrowers shall provide to Administrative
Agent a list of bids and offers for Key Subsidiaries. If requested by
Administrative Agent, Policano & Manzo will provide to Banks an evaluation of
each offer. Borrowers shall be responsible for payment of Policano & Manzo's
expenses in connection with those evaluations, and Borrowers shall pay those
expenses within fifteen days of presentment of an invoice.
(u) By January 21, 2002, Borrowers shall provide Administrative Agent
with an independent fairness review by an entity acceptable to Banks of any
purchase offer Borrowers propose to accept. Banks shall have ten days to review
all fairness opinions.
(v) Borrowers shall take all necessary steps to cause and enable Carl
Marks to accurately and timely complete and provide the analyses, reports, and
data set forth herein, and to communicate Carl Marks's various recommendations
to Banks.
(w) At all times Borrowers shall continue to retain a crisis manager
and investment banker acceptable to Banks and shall not change crisis managers
or investment bankers without the consent of Banks.
(x) On a biweekly basis, Carl Marks shall confer with Administrative
Agent on all issues respecting the financial status and business operations of
Borrowers with such detail as Administrative Agent may require. Administrative
Agent and Banks shall have full and unfettered access to Carl Marks at all
times, and Borrowers shall not interfere in any way with such access.
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(y) At Borrowers' direction, Carl Marks shall prepare a balance sheet
for Critical Components Corp. ("CCC") (as a parent and not a consolidated
balance sheet) and an income statement as of an agreed-on date. CCC shall agree
not to incur any liabilities in excess of an amount to be determined no later
than October 31, 2001.
(z) Borrowers must provide by October 26, 2001, copies of any
government contracts and must agree, consistent with federal or other law, to
assign the right to receive the proceeds and payments under those contracts to
Banks.
(aa) Borrowers and their Subsidiaries shall not provide releases or
enter into transactions with Key Employees or present or former board members
without the prior written consent of Banks.
(bb) Borrowers and their Subsidiaries represent and covenant that,
(SEE INSERT A), they have not released or compromised and will not release or
compromise any claims that they have or might have against any present or former
shareholder or director without the prior written consent of Banks. Borrowers
and their Subsidiaries represent and covenant that they will not enter into any
business relationship with any present or former Key Employees, shareholders,
directors, or entities in which former or present shareholders or directors have
an interest without the prior written consent of Banks. INSERT A: EXCEPT FOR THE
WILLIAM MERKER AND JOSEPH SPINELLA RELEASES, WHICH ARE CONTAINED IN PUBLICY
DISCLOSED DOCUMENTS AVAILABLE AT WWW.SEC.GOV
(cc) As a condition of closing, Borrowers shall provide a list of all
pending and potential lawsuits, and provide all related pleadings.
(dd) As a condition of closing, Borrowers shall provide a list of all
judgments and copies of those judgments.
(ee) Borrowers shall provide by October 26, 2001, (i) any appraisals,
fairness opinions, or similar document obtained at any time respecting any
Subsidiary or the purchase thereof, (ii) all contracts between Ranor and
Transnuclear, Duke Power, SMUD, and NAC, and (iii) all of Borrowers' and Ajax's
director-and-officer insurance policies.
(ff) If Borrowers fail to take the necessary corporate action to
permit the sale of a Key Subsidiary, then Banks may terminate the Fourth
Forbearance Agreement.
(gg) The following provisions of this Section 5 shall expressly
survive the expiration of the Fourth Forbearance Agreement to the extent they
are not inconsistent with Borrowers' obligations under the Loan Documents: (a),
(e), (f), (g), (h), (i), (j), (k), (v), (w), (x), (aa), and (bb).
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6. Forbearance Defaults. Each of the following shall constitute a
Forbearance Default:
(a) The existence of an Event of Default under the Loan Documents
(other than the Designated Defaults), except that the failure to make the
principal and interest payments due December 31, 2001, shall not constitute a
Forbearance Default;
(b) Any Borrower fails to keep or perform any of the covenants or
agreements contained herein; or
(c) Any representation or warranty of any Borrowers contained herein
is false, misleading, or incorrect in material respect.
On the occurrence of a Forbearance Default, or if this Fourth
Forbearance Agreement is terminated for any reason, all Loans shall be
immediately due and payable, and Banks shall be entitled immediately to exercise
all of their rights and remedies under the Loan Documents or otherwise.
7. Additional Canadian Guaranties and Collateral. Borrowers covenant
and agree that on or before October 24, 2001, they shall execute and deliver to
Administrative Agent such guaranties, security agreements, and other documents
required by Administrative Agent. Additionally, Borrowers shall take such other
action as Administrative Agent may require, such that all of the obligations of
Borrowers under all the Loans (in addition to the Interim Loans presently
guaranteed and secured) are (i) secured by a perfected first lien on all of the
stock of Arell owned by CCC., (ii) guaranteed by Arell, Airborne Gear & Machine,
Ltd., and Gendow Consulting, Ltd. (collectively, the "Canadian Entities"), and
(iii) such guarantees are secured by a perfected second lien on all of the
assets of the Canadian Entities (the "Additional Canadian Lien"), second only to
the existing liens of Administrative Agent securing the Interim Loans.
Notwithstanding anything in the Loan Documents to the contrary, any proceeds
from the Additional Canadian Lien and any proceeds of any sale of the property
subject to such lien shall, after repayment of the Interim Loans, be applied to
the Loans until the Loans have been repaid in full.
8. Conditions of Effectiveness. This Fourth Forbearance Agreement
shall become effective (the "Effective Date") only on the date when each of the
following conditions precedent have been satisfied: (i) Administrative Agent
shall have received a copy of this Agreement executed by Borrowers and Banks;
(ii) Administrative Agent shall have received such other supporting documents,
instruments and certificates as Administrative Agent shall reasonably request,
including without limitation the Consents of the Guarantors and Pledgors;
(iii) Borrowers shall pay the legal and professional expenses listed in
Exhibit B; (iv) Borrower shall have brought all financial reporting listed on
Exhibit C current to the satisfaction of Administrative Agent; and (v)
Administrative Agent shall have received by October 24, 2001, the fully-executed
documents in connection with the Additional Canadian Lien. In no event shall
this Fourth Forbearance Agreement become effective unless each of the conditions
precedent has occurred by October 19, 2001, except for those that must occur by
October 24, 2001, or on other dates noted in this Fourth Forbearance Agreement.
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9. Representations and Warranties. Each Borrower hereby represents
and warrants as follows:
(a) This Fourth Forbearance Agreement, the Agreement as amended
hereby, including but not limited to ss. 9.5, and all other Loan Documents
(collectively, the "Documents") constitute legal, valid, and binding obligations
of each Borrower and are enforceable against each Borrower in accordance with
their terms.
(b) As to each Borrower, other than the Designated Defaults, no Event
of Default has occurred and is continuing or would exist after giving effect to
this Fourth Forbearance Agreement.
(c) Each Borrower has no defense, counterclaim, or offset with
respect to the Documents or underlying transactions.
(d) Borrowers have the corporate authority, and have been duly
authorized by all requisite corporate action, to execute and deliver this Fourth
Forbearance Agreement and to perform its obligations hereunder. This Fourth
Forbearance Agreement has been duly executed and delivered by Borrowers.
(e) Borrowers' execution, delivery, and performance of this Fourth
Forbearance Agreement does not and will not (i) violate any law, rule,
regulation, or court order to which either Borrowers are subject, (ii) conflict
with or result in a breach of each Borrower's Articles of Incorporation,
By-Laws, or any agreement or instrument to which either a Borrower is a party or
by which it or its properties are bound, or (iii) result in the creation or
imposition of any lien, security interest, or encumbrance on any property of
Borrowers, whether now owned or hereafter acquired, other than liens in favor of
Banks.
(f) The recitals set forth in the Background section above are
truthful and accurate and are an operative part of this Fourth Forbearance
Agreement.
(g) Administrative Agent has and will continue to have a valid
first-priority lien and security interest in all Collateral, and Borrowers
expressly reaffirm all security interests and Liens granted to Banks pursuant to
the Loan Documents.
10. Waiver. Each Borrower waives and affirmatively agrees not to
allege or otherwise pursue any or all defenses, affirmative defenses,
counterclaims, claims, causes of action, setoffs, or other rights that they may
have to contest (a) any Designated Defaults that have been declared or any
Events of Default that could be declared by Administrative Agent; (b) any
provision of the Loan Documents, the Previous Forbearance Agreements, or this
Fourth Forbearance Agreement; (c) the security interest of Administrative Agent
in any property, whether real or personal, tangible or intangible, or any right
or other interest, now or hereafter arising in connection with the Collateral;
or (d) the conduct of Administrative Agent in administering the financing
arrangements between Borrowers and Banks.
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11. Release. Each Borrower hereby releases, remises, acquits, and
forever discharges Administrative Agent, Banks, the Syndication Agent, and the
Joint Arrangers together with their employees, agents, representatives,
consultants, attorneys, fiduciaries, officers, directors, partners,
predecessors, successors and assigns, subsidiary corporations, parent
corporations, and related corporate divisions (all of the foregoing hereinafter
called the "Released Parties") from any and all actions and causes of action,
judgments, executions, suits, debts, claims, demands, liabilities, obligations,
damages and expenses of any and every character, known or unknown, direct and or
indirect, at law or in equity, of whatsoever kind or nature, for or because of
any matter or things done, omitted, or suffered to be done by any of the
Released Parties prior to and including the date of execution hereof, and in any
way directly or indirectly arising out of or in any way connected to the
Previous Forbearance Agreements, this Fourth Forbearance Agreement, the
Agreement, or the Loan Documents (all of the foregoing hereinafter called the
"Released Matters"). Borrowers acknowledge that the agreements in this Section
are intended to be in full satisfaction of all or any alleged injuries or
damages arising in connection with the Released Matters.
12. Governing Law. This Fourth Forbearance Agreement has been
delivered to and accepted by Administrative Agent and Banks, and will be deemed
to be made in the State and interpreted and the rights and liabilities of the
parties hereto determined in accordance with the laws of the State indicated in
the Loan Agreement, excluding its conflict-of-laws rules.
13. JURY TRIAL WAIVER. BORROWERS EXPRESSLY RATIFY AND CONFIRM THE
WAIVER-OF-JURY-TRIAL PROVISIONS CONTAINED IN THE AGREEMENT AND THE LOAN
DOCUMENTS. BORROWERS, ADMINISTRATIVE AGENTS, BANKS, THE SYNDICATION AGENT, AND
THE JOINT ARRANGERS WAIVE THE RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO ANY ASPECT OF THIS FOURTH FORBEARANCE AGREEMENT.
14. Effect and Construction of Forbearance Agreement. Except as
expressly provided herein, the Loan Documents shall remain in full force and
effect in accordance with their respective terms, and this Fourth Forbearance
Agreement shall not be construed to:
(a) impair the validity, perfection, or priority of any lien or
security interest securing the Loans or any of the other obligations of
Borrowers under the Loan Documents;
(b) waive or impair any rights, powers, or remedies of Administrative
Agent under or constitute a waiver of any provision of the Loan Documents on
termination of the Forbearance Period; or
(c) constitute an agreement by Administrative Agent or Banks or
require the Administrative Agent or Banks to extend the Forbearance Period,
grant additional forbearance periods, extend the time for payment of any of the
Loans or any of the other obligations of Borrowers, or provide any financial
accommodation under the Loan Documents.
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15. Conflicts. If any express conflict between the terms of this
Fourth Forbearance Agreement and any of the Loan Documents arises, this Fourth
Forbearance Agreement shall govern.
16. Presumptions. Borrowers acknowledge that they have consulted with
and been advised by counsel and such other experts and advisors as each has
deemed necessary in connection with the negotiation, execution, and delivery of
this Fourth Forbearance Agreement and have participated in the drafting hereof.
Therefore, this Fourth Forbearance Agreement shall be construed without regard
to any presumption or rule requiring that it be construed against any one party
causing this Fourth Forbearance Agreement or any part hereof to be drafted.
17. Expenses. Borrowers shall pay all reasonable costs, fees, and
expenses of Administrative Agent (including the costs, fees, and expenses of
Administrative Agent's counsel) incurred by Administrative Agent in connection
with the negotiation, preparation, administration, and enforcement of this
Fourth Forbearance Agreement.
18. Entire Agreement. This Fourth Forbearance Agreement sets forth
the entire agreement among the parties hereto with respect to the subject matter
hereof. Borrowers have not relied on any agreements, representations, or
warranties of Administrative Agent or any Bank, except as specifically set forth
herein. Any promises, representations, warranties, or guarantees not herein
contained and hereinafter made shall have no force and effect unless in writing,
signed by each party hereto. Borrowers acknowledge that they are not relying on
oral representations or statements inconsistent with the terms and provisions of
this Fourth Forbearance Agreement.
19. Further Assurance. Borrowers shall execute such other and further
documents and instruments as Administrative Agent may reasonably request to
implement the provisions of this Fourth Forbearance Agreement.
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IN WITNESS WHEREOF, this Fourth Forbearance Agreement has been duly executed as
of the day and year first written above.
STANDARD AUTOMOTIVE CORPORATION
By: /s/ JAMES F. O'CROWLEY, III
--------------------------------------------
Name: James F. O'Crowley, III
Title: President and CEO
ARELL MACHINING LTD.
By: /s/ JAMES F. O'CROWLEY, III
--------------------------------------------
Name: James F. O'Crowley, III
Title: Director
PNC BANK, NATIONAL ASSOCIATION, as
a Bank and as Administrative Agent
By: /s/ ELLEN BRIGGS
---------------------------------
Name: Ellen Briggs
Title: Senior Vice President
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ING (U.S.) CAPITAL LLC, as a Bank and as
Syndication Agent
By: /s/ LAWRENCE P. EYINK
---------------------------------
Name: Lawrence P. Eyink
Title: Director
FLEET NATIONAL BANK, as successor
to SUMMIT BANK
By: /s/ KEVIN M. BEHAN
---------------------------------
Name: Kevin M. Behan
Title: V.P.
SOVEREIGN BANK
By: /s/ WILLIAM R. KENDALL
---------------------------------
Name: William R. Kendall
Title: V.P.
THE BANK OF NEW YORK
By: /s/ EDWARD J. DESALVIO
---------------------------------
Name: Edward J. DeSalvio
Title: Vice President
KEY BANK NATIONAL ASSOCIATION
By: /s/ MARVIN S. KODISH
-----------------------------
Name: Marvin Kodish
Title: Sr. V.P.
OCEANFIRST BANK
By: /s/ WM. J. RUCKERT
---------------------------------
Name: Wm. J. Ruckert
Title: S.V.P.
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U.S. BANK NATIONAL ASSOCIATION
d/b/a FIRSTAR BANK, N.A.
By: /s/ DANIEL J. FALSTAD
---------------------------------
Name: Daniel J. Falstad
Title: Vice President
PNC CAPITAL MARKETS, INC., as a
Joint Arranger
By:
---------------------------------
Name:
Title:
ING BARINGS, LLC, as a Joint
Arranger
By:
---------------------------------
Name:
Title:
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