SECOND DEFERRAL OF RIGHT TO TERMINATE
WHEREAS, the undersigned desire to further extend the time before which
Xxxx Xxxxxxx ("Xxxx") may exercise his right to terminate under that certain
Stock Purchase And Redemption Agreement, dated August 11, 1997, between Xxxx and
Standard Automotive Corporation ("SAC") (the "Purchase Agreement").
For good and valuable consideration, the receipt and sufficiency which is
hereby acknowledged, and intending to be legally bound hereby, the undersigned
agree as follows:
1. Xxxx will not exercise his right to terminate the Purchase Agreement
under Section 13.2(b) thereof until 5:30 P.M. on January 31, 1998.
2. It is acknowledged that as of the date hereof, Xxxx is not in default
of any of his obligations under the Purchase Agreement, and that the Payors (as
defined in the Deferral of Right to Terminate previously executed by the parties
hereto, the "First Deferral") do not know of the existence of any fact or thing
that makes Carl's representations and warranties set forth in the Purchase
Agreement untrue, inaccurate or misleading. If through no fault on the part of
Xxxx or Ajax Manufacturing Company ("Ajax") the closing under the Purchase
Agreement does not occur for any reason whatsoever by the time and date set
forth in Paragraph 1 herein above, Xxxx xxx in his sole and absolute discretion
terminate the Purchase Agreement at any time
thereafter by giving written notice to SAC in accordance with the notice
provision in the Purchase Agreement (the "Termination"), in which event all
parties hereto shall automatically and without any further action by any other
party be deemed to have released each other, their respective heirs, successors
and assigns, from any further obligation or liability to each other arising
under the Purchase Agreement or otherwise from the beginning of time through the
date of Termination (the "Termination Date") except for the continuing
obligations set forth in the First Deferral which shall survive the termination
of the Purchase Agreement.
3. If Xxxx should exercise his right to terminate the Purchase Agreement
in accordance with the terms of this Agreement, the Payors hereby agree not to
contest such Termination, and thereby waive any and all defenses to such
Termination that they may have at law or in equity.
4. If SAC shall not complete its contemplated public offering and the
rights of the parties under the Stock Purchase Agreement shall lapse or
otherwise terminate, neither SAC, Xxxxxxx Partners nor the Payors shall object
or in any way interfere with any engagement of BDO Xxxxxxx by Xxxx or Ajax
Manufacturing Company ("Ajax") and, if Xxxx or Ajax engages another firm of
accountants, SAC shall direct BDO Xxxxxxx to make available any workpapers and
other materials prepared by BDO in the course of its audit of Ajax.
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5. In the event of any inconsistency between the terms of this Agreement
and the Purchase Agreement, the terms of this Agreement shall govern.
6. Except to the extent inconsistent herewith, the terms of the Purchase
Agreement and the First Deferral shall remain in full force and effect.
7. If Xxxx should terminate the Purchase Agreement, all information and
documentation of Ajax within the possession of Payors or their agents shall be
returned and Payors agree that they will not disclose at any time after the
Termination of any such confidential information to any other party without the
prior consent of Ajax, which consent may be withheld in Ajax's sole discretion.
Standard Automotive Corporation
By: /s/Xxxxxxx Xxxxxx
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/s/Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Dated: January 5, 1998
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