EXHIBIT 10.43
[PNC LOGO]
AUGUST 9, 2001
BY TELECOPY & UPS
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 in the Agreement).
Standard Automotive Corporation
000 Xxxxx 000 Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxx X. "Xxx" X'Xxxxxxx III
Dear Xx. X'Xxxxxxx:
Reference is made to the letter of July 27, 2001 (the "Letter"). In
the Letter, the Administrative Agent terminated the Commitments and declared the
Loans, Notes, and all other amounts owing under the Agreement immediately due
and payable.
Subject to Borrowers' express averment and consent to the provisions
set forth below, the Administrative Agent withdraws the Letter.
Borrowers expressly agree as follows:
1) The Defaults and Events of Default set forth in the Letter
continue to exist.
2) 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 (as defined in the Second Forbearance Agreement
effective as of May 21, 2001) that have been declared or any Events of
Default that could be declared by the Administrative Agent; (b) any provision
of the Loan Documents or any 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.
3) Each Borrower hereby releases, remises, acquits, and forever discharges the
Administrative Agent, the 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 with any forbearance agreement, the Agreement, or
the Loan Documents (all of the foregoing hereinafter called the "Released
Matters").
4) Each Borrower agrees that the Administrative Agent, with the consent of the
Required Banks, may at any time, pursuant to the Agreement, declare the
Commitments terminated and the Loans, Notes and all other amounts owing under
the Agreement immediately due and payable.
5) The Administrative Agent and the Banks reserve all rights and remedies in the
Agreement, or otherwise, and nothing contained in or omitted from this letter
shall constitute a waiver of those rights and remedies.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
/s/ XXXXX XXXXXX
Xxxxx Xxxxxx
Senior Vice President
STANDARD AUTOMOTIVE CORPORATION, on behalf of itself and each Borrower expressly
agrees and consents to all of the provisions of this letter.
/s/ XXXXX X. X'XXXXXXX, III
--------------------------------
Xxxxx X. "Xxx" X'Xxxxxxx, III
President & Chief Executive Officer
cc: Xxxxxxx X. Xxxx, Esq. (telecopy & regular mail)
Xxxx Xxxxxx, Esq. (telecopy & regular mail)
Xxxxx Xxxxxx, Esq. (telecopy & regular mail)
Attached Service List (telecopy & regular mail)
